FILED PURSUANT TO RULE 424(b)(5)
|
||
REGISTRATION FILE NO.: 333-189017-02
|
||
Classes of Offered Certificates
|
Initial Certificate Principal Amount or Notional
Amount(1) |
Initial Pass-
Through Rate(2) |
Pass-Through Rate
Description |
Rated Final Distribution Date
|
||||||
Class A-1
|
$ |
46,093,000
|
1.102%
|
Fixed
|
November 2046
|
|||||
Class A-2
|
$ |
192,952,000
|
2.962%
|
Fixed
|
November 2046
|
|||||
Class A-3
|
$ |
120,000,000
|
3.854%
|
Fixed
|
November 2046
|
|||||
Class A-4
|
$ |
192,342,000
|
4.131%
|
Fixed
|
November 2046
|
|||||
Class A-AB
|
$ |
55,534,000
|
3.675%
|
Fixed
|
November 2046
|
|||||
Class X-A
|
$ |
676,284,000
|
(5) |
1.559%
|
Variable IO(6)
|
November 2046
|
||||
Class X-B
|
$ |
54,189,000
|
(5) |
0.011%
|
Variable IO(6)
|
November 2046
|
||||
Class A-S(7)
|
$ |
69,363,000
|
(8) |
4.544%
|
Fixed
|
November 2046
|
||||
Class B(7)
|
$ |
54,189,000
|
(8) |
5.095%
|
WAC Cap(9)
|
November 2046
|
||||
Class PEZ(7)
|
$ |
157,150,000
|
(8) |
(11)
|
(11)
|
November 2046
|
||||
Class C(7)
|
$ |
33,598,000
|
(8) |
5.106%
|
WAC(12)
|
November 2046
|
(Footnotes to table begin on page S-12)
|
You should carefully consider the risk factors beginning on page S-56 of this prospectus supplement and page 19 of the prospectus.
Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity.
The Series 2013-GC17 certificates will represent interests in and obligations of the issuing entity and will not represent the obligations of the depositor, the sponsors or any of their affiliates.
|
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS ARE TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE DEPOSITOR WILL NOT LIST THE OFFERED CERTIFICATES ON ANY SECURITIES EXCHANGE OR ANY AUTOMATED QUOTATION SYSTEM OF ANY NATIONAL SECURITIES ASSOCIATION.
Distributions to holders of the certificates of amounts to which they are entitled will be made monthly, commencing in January 2014. Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Offered Certificates—Subordination” in this prospectus supplement.
|
|
The offered certificates will be offered by Citigroup Global Markets Inc., Goldman, Sachs & Co., Drexel Hamilton, LLC and RBS Securities Inc. when, as and if issued by the issuing entity, delivered to and accepted by the underwriters and subject to each underwriter’s right to reject orders in whole or in part. The underwriters 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, plus, in certain cases, accrued interest, determined at the time of sale. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank SA/NV, as operator of the Euroclear System in Europe against payment in New York, New York on or about December 9, 2013. Citigroup Commercial Mortgage Securities Inc. expects to receive from this offering approximately 110.5% of the aggregate principal balance of the offered certificates, plus accrued interest from December 1, 2013, before deducting expenses payable by the depositor.
|
Citigroup | Goldman, Sachs & Co. | |
Co-Lead Managers and Joint Bookrunners | ||
Drexel Hamilton
|
RBS | |
Co-Managers
|
||
November 22, 2013
|
CERTIFICATE SUMMARY
|
S-12
|
The Mortgage Loans Have Not Been
|
||
SUMMARY
|
S-14
|
Reunderwritten by Us; Some
|
||
RISK FACTORS
|
S-56
|
Mortgage Loans May Not Have
|
||
The Offered Certificates May Not Be a
|
Complied With Another
|
|||
Suitable Investment for You
|
S-56
|
Originator’s Underwriting Criteria
|
S-67
|
|
The Offered Certificates Are Limited
|
Static Pool Data Would Not Be
|
|||
Obligations
|
S-56
|
Indicative of the Performance of
|
||
The Volatile Economy, Credit Crisis
|
this Pool
|
S-67
|
||
and Downturn in the Real Estate
|
Appraisals May Not Reflect Current or
|
|||
Market Have Adversely Affected
|
Future Market Value of Each
|
|||
and May Continue To Adversely
|
Property
|
S-67
|
||
Affect the Value of CMBS
|
S-56
|
Performance of the Certificates Will
|
||
External Factors May Adversely Affect
|
Be Highly Dependent on the
|
|||
the Value and Liquidity of Your
|
Performance of Tenants and
|
|||
Investment
|
S-57
|
Tenant Leases
|
S-68
|
|
Global, National and Local Economic
|
Concentrations Based on Property
|
|||
Factors
|
S-57
|
Type, Geography, Related
|
||
Risks to the Financial Markets
|
Borrowers and Other Factors May
|
|||
Relating to Terrorist Attacks
|
S-57
|
Disproportionately Increase
|
||
Other Events May Affect Your
|
Losses
|
S-70
|
||
Investment
|
S-58
|
Risks Relating to Enforceability of
|
||
The Certificates May Have Limited
|
Cross-Collateralization
|
S-71
|
||
Liquidity and the Market Value of
|
The Performance of a Mortgage Loan
|
|||
the Certificates May Decline
|
S-58
|
and Its Related Mortgaged
|
||
The Exchangeable Certificates Are
|
Property Depends in Part on Who
|
|||
Subject to Additional Risks
|
S-59
|
Controls the Borrower and
|
||
Subordination of Exchangeable
|
Mortgaged Property
|
S-72
|
||
Certificates
|
S-59
|
The Borrower’s Form of Entity May
|
||
Limited Information Causes
|
Cause Special Risks
|
S-72
|
||
Uncertainty
|
S-60
|
A Bankruptcy Proceeding May Result
|
||
Legal and Regulatory Provisions
|
in Losses and Delays in Realizing
|
|||
Affecting Investors Could
|
on the Mortgage Loans
|
S-73
|
||
Adversely Affect the Liquidity of
|
Mortgage Loans Are Non-recourse
|
|||
the Offered Certificates
|
S-60
|
and Are Not Insured or
|
||
Your Yield May Be Affected by
|
Guaranteed
|
S-74
|
||
Defaults, Prepayments and Other
|
Adverse Environmental Conditions at
|
|||
Factors
|
S-62
|
or Near Mortgaged Properties
|
||
Nationally Recognized Statistical
|
May Result in Losses
|
S-74
|
||
Rating Organizations May Assign
|
Risks Related to Redevelopment and
|
|||
Different Ratings to the
|
Renovation at Mortgaged
|
|||
Certificates; Ratings of the
|
Properties
|
S-75
|
||
Certificates Reflect Only the
|
Risks Relating to Costs of Compliance
|
|||
Views of the Applicable Rating
|
with Applicable Laws and
|
|||
Agencies as of the Dates Such
|
Regulations
|
S-75
|
||
Ratings Were Issued; Ratings
|
Litigation Regarding the Mortgaged
|
|||
May Affect ERISA Eligibility;
|
Properties or Borrowers May
|
|||
Ratings May Be Downgraded
|
S-64
|
Impair Your Distributions
|
S-75
|
|
Commercial and Multifamily Lending
|
Other Financings or Ability To Incur
|
|||
Is Dependent on Net Operating
|
Other Financings Entails Risk
|
S-76
|
||
Income
|
S-66
|
Risks of Anticipated Repayment Date
|
||
Underwritten Net Cash Flow Could Be
|
Loans
|
S-77
|
||
Based On Incorrect or Failed
|
Risks of Shari’ah Compliant Loans
|
S-77
|
||
Assumptions
|
S-66
|
Borrower May Be Unable To Repay
|
||
Remaining Principal Balance on
|
||||
Maturity Date or Anticipated
|
||||
Repayment Date
|
S-77
|
Risks Relating to Interest on
|
Other Potential Conflicts of Interest
|
|||
Advances and Special Servicing
|
May Affect Your Investment
|
S-91
|
||
Compensation
|
S-79
|
Your Lack of Control Over the Issuing
|
||
Increases in Real Estate Taxes May
|
Entity and Servicing of the
|
|||
Reduce Available Funds
|
S-79
|
Mortgage Loans Can Create
|
||
Some Mortgaged Properties May Not
|
Risks
|
S-92
|
||
Be Readily Convertible to
|
Rights of the Controlling Class
|
|||
Alternative Uses
|
S-80
|
Representative and the Operating
|
||
Risks Related to Zoning Non-
|
Advisor Could Adversely Affect
|
|||
Compliance and Use Restrictions
|
S-81
|
Your Investment
|
S-93
|
|
Risks Relating to Inspections of
|
Rights of the COMM 2013-CCRE12
|
|||
Properties
|
S-82
|
Controlling Class Representative
|
||
Earthquake, Flood and Other
|
Under the COMM 2013-CCRE12
|
|||
Insurance May Not be Available or
|
Pooling and Servicing Agreement
|
|||
Adequate
|
S-82
|
Could Adversely Affect Your
|
||
Terrorism Insurance May Not Be
|
Investment
|
S-94
|
||
Available for All Mortgaged
|
You Will Not Have any Control Over
|
|||
Properties
|
S-83
|
the Servicing of the Outside
|
||
Risks Associated with Blanket
|
Serviced Mortgage Loan
|
S-94
|
||
Insurance Policies or Self-
|
Sponsors May Not Be Able To Make
|
|||
Insurance
|
S-84
|
Required Repurchases or
|
||
State and Local Mortgage Recording
|
Substitutions of Defective
|
|||
Taxes May Apply Upon a
|
Mortgage Loans
|
S-94
|
||
Foreclosure or Deed in Lieu of
|
Book-Entry Registration Will Mean
|
|||
Foreclosure and Reduce Net
|
You Will Not Be Recognized as a
|
|||
Proceeds
|
S-84
|
Holder of Record
|
S-95
|
|
The Mortgage Loan Sellers, the
|
Tax Matters and Changes in Tax Law
|
|||
Sponsors and the Depositor Are
|
May Adversely Impact the
|
|||
Subject to Bankruptcy or
|
Mortgage Loans or Your
|
|||
Insolvency Laws That May Affect
|
Investment
|
S-95
|
||
the Issuing Entity’s Ownership of
|
Combination or “Layering” of Multiple
|
|||
the Mortgage Loans
|
S-84
|
Risks May Significantly Increase
|
||
Interests and Incentives of the
|
Risk of Loss
|
S-96
|
||
Originators, the Sponsors and
|
DESCRIPTION OF THE MORTGAGE
|
|||
Their Affiliates May Not Be
|
POOL
|
S-97
|
||
Aligned With Your Interests
|
S-85
|
General
|
S-97
|
|
Interests and Incentives of the
|
Certain Calculations and Definitions
|
S-97
|
||
Underwriter Entities May Not Be
|
Statistical Characteristics of the
|
|||
Aligned With Your Interests
|
S-86
|
Mortgage Loans
|
S-103
|
|
Potential Conflicts of Interest of the
|
Environmental Considerations
|
S-116
|
||
Master Servicer, the Special
|
Litigation Considerations
|
S-118
|
||
Servicer, the Trustee, the COMM
|
Redevelopment and Renovation
|
S-119
|
||
2013-CCRE12 Master Servicer,
|
Default History, Bankruptcy Issues
|
|||
the COMM 2013-CCRE12
|
and Other Proceedings
|
S-120
|
||
Primary Servicer and the COMM
|
Tenant Issues
|
S-122
|
||
2013-CCRE12 Special Servicer
|
S-88
|
Insurance Considerations
|
S-129
|
|
Potential Conflicts of Interest of the
|
Zoning and Use Restrictions
|
S-129
|
||
Operating Advisor
|
S-89
|
Appraised Value
|
S-130
|
|
Potential Conflicts of Interest of the
|
Non-recourse Carveout Limitations
|
S-130
|
||
Controlling Class Representative
|
Certain Terms of the Mortgage Loans.
|
S-131
|
||
and the COMM 2013-CCRE12
|
Shari’ah Compliant Lending Structure
|
S-139
|
||
Controlling Class Representative
|
S-89
|
The Whole Loan
|
S-140
|
|
Special Servicer May Be Directed To
|
Significant Obligors
|
S-143
|
||
Take Actions by an Entity That
|
Representations and Warranties
|
S-143
|
||
Has No Duty or Liability to Other
|
Sale of Mortgage Loans; Mortgage
|
|||
Certificateholders
|
S-90
|
File Delivery
|
S-143
|
|
Potential Conflicts of Interest in the
|
Cures, Repurchases and Substitutions
|
S-144
|
||
Selection of the Underlying
|
Additional Information
|
S-147
|
||
Mortgage Loans
|
S-90
|
TRANSACTION PARTIES
|
S-147
|
The Sponsors
|
S-147
|
Waivers of Servicer Termination
|
||
The Depositor
|
S-160
|
Events
|
S-260
|
|
The Originators
|
S-161
|
Termination of the Special Servicer
|
S-261
|
|
The Issuing Entity
|
S-179
|
Amendment
|
S-262
|
|
The Trustee
|
S-180
|
Realization Upon Mortgage Loans
|
S-264
|
|
The Certificate Administrator and the
|
Controlling Class Representative
|
S-269
|
||
Custodian
|
S-182
|
Operating Advisor
|
S-274
|
|
Trustee and Certificate Administrator
|
Asset Status Reports
|
S-279
|
||
Fee
|
S-185
|
Rating Agency Confirmations
|
S-280
|
|
The Operating Advisor
|
S-185
|
Termination; Retirement of
|
||
Servicers
|
S-186
|
Certificates
|
S-281
|
|
Servicing Compensation, Operating
|
Optional Termination; Optional
|
|||
Advisor Compensation and
|
Mortgage Loan Purchase
|
S-282
|
||
Payment of Expenses
|
S-192
|
Reports to Certificateholders;
|
||
Certain Affiliates and Relationships
|
S-202
|
Available Information
|
S-282
|
|
DESCRIPTION OF THE OFFERED
|
Servicing of the Outside Serviced
|
|||
CERTIFICATES
|
S-204
|
Mortgage Loan
|
S-288
|
|
General
|
S-204
|
USE OF PROCEEDS
|
S-290
|
|
Exchangeable Certificates
|
S-207
|
MATERIAL FEDERAL INCOME TAX
|
||
Distributions
|
S-208
|
CONSEQUENCES
|
S-290
|
|
Subordination
|
S-221
|
General
|
S-290
|
|
Appraisal Reductions
|
S-222
|
Tax Status of Offered Certificates
|
S-291
|
|
Voting Rights
|
S-225
|
Taxation of Offered Certificates
|
S-291
|
|
Delivery, Form, Transfer and
|
Taxation of the Exchangeable
|
|||
Denomination
|
S-227
|
Certificates
|
S-293
|
|
Certificateholder Communication
|
S-230
|
Further Information
|
S-293
|
|
YIELD, PREPAYMENT AND MATURITY
|
STATE AND LOCAL TAX
|
|||
CONSIDERATIONS
|
S-230
|
CONSIDERATIONS
|
S-293
|
|
Yield
|
S-230
|
ERISA CONSIDERATIONS
|
S-294
|
|
Yield on the Class X-A and Class X-B
|
Exempt Plans
|
S-297
|
||
Certificates
|
S-233
|
Further Warnings
|
S-297
|
|
Weighted Average Life of the Offered
|
LEGAL INVESTMENT
|
S-297
|
||
Certificates
|
S-233
|
CERTAIN LEGAL ASPECTS OF THE
|
||
Price/Yield Tables
|
S-238
|
MORTGAGE LOANS
|
S-298
|
|
THE POOLING AND SERVICING
|
RATINGS
|
S-299
|
||
AGREEMENT
|
S-243
|
PLAN OF DISTRIBUTION
|
||
General
|
S-243
|
(UNDERWRITER CONFLICTS OF
|
||
Certain Considerations Regarding the
|
INTEREST)
|
S-300
|
||
Whole Loan
|
S-243
|
LEGAL MATTERS
|
S-301
|
|
Assignment of the Mortgage Loans
|
S-244
|
INDEX OF SIGNIFICANT DEFINITIONS
|
S-302
|
|
Servicing of the Mortgage Loans
|
S-244
|
|||
Advances
|
S-248
|
ANNEX A – STATISTICAL
|
||
Accounts
|
S-251
|
CHARACTERISTICS OF THE
|
||
Application of Penalty Charges and
|
MORTGAGE LOANS
|
A-1
|
||
Modification Fees
|
S-253
|
ANNEX B – STRUCTURAL AND
|
||
Withdrawals from the Collection
|
COLLATERAL TERM SHEET
|
B-1
|
||
Account
|
S-253
|
ANNEX C – MORTGAGE POOL
|
||
Enforcement of “Due-On-Sale” and
|
INFORMATION
|
C-1
|
||
“Due-On-Encumbrance” Clauses
|
S-254
|
ANNEX D – FORM OF DISTRIBUTION
|
||
Inspections
|
S-255
|
DATE STATEMENT
|
D-1
|
|
Evidence as to Compliance
|
S-255
|
ANNEX E-1 – SPONSOR
|
||
Certain Matters Regarding the
|
REPRESENTATIONS AND
|
|||
Depositor, the Master Servicer,
|
WARRANTIES
|
E-1-1
|
||
the Special Servicer and the
|
ANNEX E-2 – EXCEPTIONS TO
|
|||
Operating Advisor
|
S-256
|
SPONSOR REPRESENTATIONS AND
|
||
Servicer Termination Events
|
S-258
|
WARRANTIES
|
E-2-1
|
|
Rights Upon Servicer Termination
|
ANNEX F – CLASS A-AB SCHEDULED
|
|||
Event
|
S-259
|
PRINCIPAL BALANCE SCHEDULE
|
F-1
|
|
●
|
the “Certificate Summary” commencing on page S-12 of this prospectus supplement, which sets forth important statistical information relating to the Series 2013-GC17 certificates; and
|
|
●
|
the “Summary” commencing on page S-14 of this prospectus supplement, which gives a brief introduction to the key features of the Series 2013-GC17 certificates and a description of the underlying mortgage loans.
|
|
●
|
the terms “depositor,” “we,” “us” and “our” refer to Citigroup Commercial Mortgage Securities Inc.
|
|
●
|
references to “lender” with respect to the mortgage loans generally should be construed to mean, from and after the date of initial issuance of the offered certificates, the trustee on behalf of the trust as the holder of record title to the mortgage loans or the master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described under “The Pooling and Servicing Agreement” in this prospectus supplement.
|
|
●
|
economic conditions and industry competition,
|
|
●
|
political and/or social conditions, and
|
|
●
|
the law and government regulatory initiatives.
|
Classes of Certificates
|
Initial Certificate Principal Amount or Notional Amount(1) |
Approximate Initial
Credit Support |
Initial
Pass-Through Rate(2) |
Pass-Through
Rate Description |
Expected
Weighted Avg. Life (yrs.)(3) |
Expected
Principal Window(3) |
||||||||
Offered Certificates
|
||||||||||||||
Class A-1
|
$ |
46,093,000
|
30.000%(4)
|
1.102%
|
Fixed
|
2.62
|
01/14 – 09/18
|
|||||||
Class A-2
|
$ |
192,952,000
|
30.000%(4)
|
2.962%
|
Fixed
|
4.88
|
09/18 – 11/18
|
|||||||
Class A-3
|
$ |
120,000,000
|
30.000%(4)
|
3.854%
|
Fixed
|
9.76
|
09/23 – 10/23
|
|||||||
Class A-4
|
$ |
192,342,000
|
30.000%(4)
|
4.131%
|
Fixed
|
9.84
|
10/23 – 11/23
|
|||||||
Class A-AB
|
$ |
55,534,000
|
30.000%(4)
|
3.675%
|
Fixed
|
7.43
|
11/18 – 09/23
|
|||||||
Class X-A
|
$ |
676,284,000
|
(5) |
N/A
|
1.559%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class X-B
|
$ |
54,189,000
|
(5) |
N/A
|
0.011%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class A-S(7)
|
$ |
69,363,000
|
(8) |
22.000%
|
4.544%
|
Fixed
|
9.92
|
11/23 – 11/23
|
||||||
Class B(7)
|
$ |
54,189,000
|
(8) |
15.750%
|
5.095%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
||||||
Class PEZ(7)
|
$ |
157,150,000
|
(8) |
11.875%(10)
|
(11)
|
(11)
|
9.92
|
11/23 – 11/23
|
||||||
Class C(7)
|
$ |
33,598,000
|
(8) |
11.875%(10)
|
5.106%
|
WAC(12)
|
9.92
|
11/23 – 11/23
|
||||||
Non-Offered Certificates
|
||||||||||||||
Class X-C
|
$ |
17,341,000
|
(5) |
N/A
|
0.856%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class X-D
|
$ |
43,351,987
|
(5) |
N/A
|
0.856%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class D
|
$ |
42,267,000
|
7.000%
|
5.106%
|
WAC(12)
|
9.92
|
11/23 – 11/23
|
|||||||
Class E
|
$ |
17,341,000
|
5.000%
|
4.250%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
|||||||
Class F
|
$ |
8,670,000
|
4.000%
|
4.250%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
|||||||
Class G
|
$ |
34,681,987
|
0.000%
|
4.250%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
|||||||
Class S(13)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||
Class R(14)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(1)
|
Approximate, subject to a variance of plus or minus 5%.
|
(2)
|
Approximate per annum rate as of the closing date.
|
(3)
|
Assuming no prepayments prior to the maturity date or anticipated repayment date, as applicable, for each mortgage loan and based on the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in this prospectus supplement.
|
(4)
|
The credit support percentages set forth for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates are represented in the aggregate.
|
(5)
|
The Class X-A, Class X-B, Class X-C and Class X-D certificates will not have certificate principal amounts and will not be entitled to receive distributions of principal. Interest will accrue on the Class X-A, Class X-B, Class X-C and Class X-D certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of the Class X-A certificates will be equal to the aggregate of the certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component from time to time. The notional amount of the Class X-B certificates will be equal to the certificate principal amount of the Class B trust component from time to time. The notional amount of the Class X-C certificates will be equal to the certificate principal amount of the Class E certificates from time to time. The notional amount of the Class X-D certificates will be equal to the aggregate of the certificate principal amounts of the Class F and Class G certificates from time to time.
|
(6)
|
The pass-through rate of the Class X-A certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component, as described in this prospectus supplement. The pass-through rate of the Class X-B certificates will generally be equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class B trust component, as described in this prospectus supplement. The pass-through rate of the Class X-C certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class E certificates, as described in this prospectus supplement. The pass-through rate on the Class X-D certificates will generally be equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class F and Class G certificates, as described in this prospectus supplement.
|
(7)
|
The Class A-S, Class B, Class PEZ and Class C certificates are referred to in this prospectus supplement as “exchangeable certificates.” The Class A-S, Class B and Class C certificates may be exchanged for Class PEZ certificates, and Class PEZ certificates may be exchanged for the Class A-S, Class B and Class C certificates.
|
(8)
|
On the closing date, the issuing entity will issue the Class A-S, Class B and Class C trust components, which will have outstanding principal balances on the closing date of $69,363,000, $54,189,000 and $33,598,000, respectively. The exchangeable certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust components. Each class of the exchangeable certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and/or Class C trust components. Following any exchange of Class A-S, Class B and Class C certificates for Class PEZ certificates or any exchange of Class PEZ certificates for Class A-S, Class B and Class C certificates, the percentage interest of the outstanding principal balances of the Class A-S, Class B and Class C trust components that is represented by the Class A-S, Class B, Class PEZ and Class C certificates will be increased or decreased accordingly. The initial certificate principal amount of each class of the Class A-S, Class B and Class C certificates shown in the table on the cover page of this prospectus supplement, in the table above and on the back cover of this prospectus supplement represents the maximum certificate principal amount of such class without giving effect to any issuance of Class PEZ certificates. The initial certificate principal amount of the Class PEZ certificates shown in the table on the cover page of this prospectus supplement, in the table above and on the back cover of this prospectus supplement is equal to the aggregate of the maximum initial certificate principal amounts of the Class A-S, Class B and Class C certificates, representing the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange. The actual certificate principal amount of any class of exchangeable certificates issued on the closing date may be less than the maximum certificate principal amount of that class and may be zero. The certificate principal amounts of the Class A-S, Class B and Class C certificates to be issued
|
(9)
|
For any distribution date, the pass-through rate of each class of the Class B, Class E, Class F and Class G certificates will be a per annum rate equal to the lesser of (i) the initial pass-through rate for such class specified in the table above and (ii) the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.
|
(10)
|
The initial subordination levels for the Class C and Class PEZ certificates are equal to the subordination level of the underlying Class C trust component, which will have an initial outstanding balance on the closing date of $33,598,000.
|
(11)
|
The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates. The pass-through rates on the Class A-S, Class B and Class C trust components will at all times be the same as the pass-through rates of the Class A-S, Class B and Class C certificates.
|
(12)
|
For any distribution date, the pass-through rate of each class of the Class C and Class D certificates will be a per annum rate equal to the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.
|
(13)
|
The Class S certificates will not have a certificate principal amount, notional amount, pass-through rate, rating or rated final distribution date. The Class S certificates will only be entitled to distributions of excess interest accrued on the mortgage loans with an anticipated repayment date. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this prospectus supplement.
|
(14)
|
The Class R certificates will not have a certificate principal amount, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interests in each of two separate REMICs, as further described in this prospectus supplement. The Class R certificates will not be entitled to distributions of principal or interest.
|
SUMMARY
|
||
The following is only a summary. Detailed information appears elsewhere in this prospectus supplement and in the accompanying prospectus. That information includes, among other things, detailed mortgage loan information and calculations of cash flows on the offered certificates. To understand all of the terms of the offered certificates, read carefully this entire document and the accompanying prospectus. See “Index of Significant Definitions” in this prospectus supplement and “Glossary” in the prospectus for definitions of capitalized terms.
|
||
Title, Registration and Denomination of Certificates
|
||
The certificates to be issued are known as the Citigroup Commercial Mortgage Trust 2013-GC17, Commercial Mortgage Pass-Through Certificates, Series 2013-GC17. The offered certificates will be issued in book-entry form through The Depository Trust Company, or DTC, and its participants. You may hold your certificates through: (i) DTC in the United States; or (ii) Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System in Europe. Transfers within DTC, Clearstream Banking, société anonyme or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems. See “Description of the Offered Certificates—Delivery, Form, Transfer and Denomination,” and “—Book-Entry Registration” in this prospectus supplement and “Description of the Certificates—Book-Entry Registration” in the prospectus. All the offered certificates will be issued in registered form without coupons. The offered certificates (other than the Class X-A and Class X-B certificates) that are initially offered and sold will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A and Class X-B certificates will be issued in minimum denominations of authorized initial notional amount of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000.
|
||
Transaction Parties and Significant Dates, Events and Periods
|
Issuing Entity
|
Citigroup Commercial Mortgage Trust 2013-GC17, a New York common law trust to be established on the closing date of this securitization transaction under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Issuing Entity” in this prospectus supplement.
|
|||
Depositor
|
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation. As depositor, Citigroup Commercial Mortgage Securities Inc. will acquire the mortgage loans from the sponsors and transfer them to the issuing entity. The depositor’s address is 388 Greenwich Street, New York, New York 10013 and its telephone number is (212) 816-6000. See “Transaction Parties—The Depositor” in this prospectus supplement and “Transaction Participants—The Depositor” in the prospectus.
|
|||
Sponsors
|
The mortgage loans will be sold to the depositor by the following sponsors, which have organized and initiated the transaction in which the certificates will be issued:
|
|||
●
|
Citigroup Global Markets Realty Corp., a New York corporation (41.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date);
|
|||
●
|
Starwood Mortgage Funding I LLC, a Delaware limited liability company (28.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date);
|
|||
●
|
Goldman Sachs Mortgage Company, a New York limited partnership (13.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date);
|
|||
●
|
Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership (10.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date); and
|
|||
●
|
The Bancorp Bank, a Delaware state-chartered bank (5.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date).
|
|||
See “Transaction Parties—The Sponsors” in this prospectus supplement.
|
||||
Originators
|
The mortgage loans were originated by the entities set forth in the following chart.
|
Originator
|
Sponsor
|
Number of Mortgage Loans
|
% of Initial
Pool Balance
|
||||||||||
Citigroup Global Markets Realty Corp.
|
Citigroup Global Markets Realty Corp.
|
19
|
41.6
|
%
|
|||||||||
Starwood Mortgage Capital LLC
|
Starwood Mortgage Funding I LLC
|
21
|
28.8
|
||||||||||
Goldman Sachs Mortgage Company
|
Goldman Sachs Mortgage Company
|
4
|
13.7
|
||||||||||
Cantor Commercial Real Estate Lending, L.P.
|
Cantor Commercial Real Estate Lending, L.P.
|
10
|
10.1
|
||||||||||
The Bancorp Bank
|
The Bancorp Bank
|
11
|
5.7
|
||||||||||
Total
|
65
|
100.0
|
%
|
The mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as Miracle Mile Shops (sometimes referred to in this prospectus supplement as the “Miracle Mile Shops mortgage loan”), representing approximately 8.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and as to which Citigroup Global Markets Realty Corp. is acting as sole mortgage loan seller, is part of a larger whole loan that was co-originated by Cantor Commercial Real Estate Lending, L.P., Citigroup Global Markets Realty Corp. and JPMorgan Chase Bank, National Association. Because it is not being serviced under the pooling and servicing agreement for this securitization, the Miracle Mile Shops mortgage loan is also referred to in this prospectus supplement as the “outside serviced mortgage loan”. See “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement.
|
|||
See “Transaction Parties—The Originators” in this prospectus supplement.
|
|||
Trustee
|
U.S. Bank National Association, a national banking association organized under the laws of the United States. The corporate trust offices of U.S. Bank National Association are located at 190 South LaSalle Street, 7th Floor, Mailcode MK IL SL7C, Chicago, Illinois 60603, Attention: CMBS Management - CGCMT 2013-GC17. Following the transfer of the underlying mortgage loans into the issuing entity, the trustee, on behalf of the issuing entity, will become the mortgagee of record with respect to each mortgage loan transferred to the issuing entity (other than the outside serviced mortgage loan). In addition, subject to the terms of the pooling and servicing agreement, the trustee will be primarily responsible for back-up advancing. See “Transaction Parties—The Trustee” in this prospectus supplement.
|
||
Certificate Administrator
|
Citibank, N.A., a national banking association organized under the laws of the United States. Citibank, N.A. will initially act as certificate administrator, certificate registrar and custodian. The corporate trust office of Citibank, N.A. responsible for administration of the issuing entity is located at 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Citibank Agency & Trust - Citigroup Commercial Mortgage Trust 2013-GC17, and the office responsible for certificate transfer services is located at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Citibank Agency & Trust - Citigroup Commercial Mortgage Trust 2013-GC17. See “Transaction Parties—The Certificate Administrator and the Custodian” in this prospectus supplement.
|
||
Operating Advisor
|
Pentalpha Surveillance LLC, a Delaware limited liability company. At any time that a Control Termination Event has occurred and is continuing, the operating advisor will generally review the special servicer’s operational practices in respect of the specially serviced mortgage loans to formulate an opinion as to whether or not those operational practices generally satisfy the servicing standard with respect to the resolution and/or liquidation of specially serviced mortgage loans. In addition, at any time after the occurrence and during the continuance of a Control Termination Event (as described below), the operating advisor will consult on a non-binding basis with the special servicer with regard to certain major decisions with respect to the mortgage loans to the extent described in this prospectus supplement and as provided in the pooling and servicing agreement.
|
||
At any time after the occurrence and during the continuance of a Control Termination Event, the operating advisor will be required to review certain operational activities related to specially serviced mortgage loans in general on a platform level basis. Based on the operating advisor’s review of certain information described in this prospectus supplement, the operating advisor will be required (if any mortgage loans were specially serviced under the pooling and servicing agreement during the prior calendar year) to prepare an annual report to be provided to the trustee and the certificate administrator (and made available through the certificate administrator’s website) setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement on a platform-level basis with respect to the resolution and liquidation of specially serviced mortgage loans.
|
|||
At any time that a Consultation Termination Event (as described below) has occurred and is continuing, the operating advisor may recommend the replacement of the special servicer if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, as described under “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this prospectus supplement.
|
|||
Additionally, if the holders of at least 15% of the voting rights of the certificates other than the Class X-A, Class X-B, Class X-C, Class X-D, Class S and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as previously reduced by principal payments and any realized losses and as notionally reduced by any appraisal reductions then allocable to the subject class, equal to or greater than 25% of (i) the initial certificate principal amount of such class minus (ii) payments of
|
|||
principal previously made with respect to such class, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose) request a vote to replace the operating advisor, then the operating advisor may be replaced by the holders of more than 50% of the voting rights of the certificates other than the Class X-A, Class X-B, Class X-C, Class X-D, Class S and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as previously reduced by principal payments and any realized losses and as notionally reduced by any appraisal reductions then allocable to the subject class, equal to or greater than 25% of (i) the initial certificate principal amount of such class minus (ii) payments of principal previously made with respect to such class, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose) that exercise their right to vote; provided that holders of at least 50% of the voting rights of such certificates exercise their right to vote. See “The Pooling and Servicing Agreement—Operating Advisor—Termination of the Operating Advisor Without Cause” in this prospectus supplement.
|
|||
For additional information regarding the responsibilities of the operating advisor, see “The Pooling and Servicing Agreement—Operating Advisor” and “Transaction Parties—The Operating Advisor” in this prospectus supplement.
|
|||
Control Termination Event
|
A “Control Termination Event” will either (a) occur when none of the classes of Class E, Class F and Class G certificates has an outstanding certificate principal amount (as previously reduced by principal payments and any realized losses and as notionally reduced by any appraisal reductions then allocable to such class) that is at least equal to 25% of the initial certificate principal amount of that class of certificates or (b) be deemed to occur as described under “The Pooling and Servicing Agreement—Controlling Class Representative—General” in this prospectus supplement.
|
||
Consultation Termination Event
|
A “Consultation Termination Event” will either (a) occur when none of the classes of Class E, Class F and Class G certificates has an outstanding certificate principal amount, as previously reduced by principal payments and any realized losses, but without regard to the application of any appraisal reductions, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates or (b) be deemed to occur as described under “The Pooling and Servicing Agreement—Controlling Class Representative—General” in this prospectus supplement.
|
||
Master Servicer
|
Wells Fargo Bank, National Association, a national banking association. The master servicer will initially service all of the mortgage loans (other than the outside serviced mortgage loan) either directly or through a sub-servicer pursuant to the pooling and servicing agreement. The principal west coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC A0227 020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgage master servicing offices of Wells Fargo Bank, National Association are located at MAC D1086 120, 550 South Tryon Street, Charlotte, North Carolina 28202. See “Servicing of the Mortgage
|
||
Loans—General” and “Transaction Parties—Servicers—The Master Servicer and the COMM 2013-CCRE12 Master Servicer” and “—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement. As described under “—COMM 2013-CCRE12 Master Servicer, Special Servicer and Trustee” below, Wells Fargo Bank, National Association is also the master servicer with respect to the outside serviced mortgage loan pursuant to the COMM 2013-CCRE12 pooling and servicing agreement (in such capacity, referred to as the “COMM 2013-CCRE12 master servicer”).
|
|||
Special Servicer
|
LNR Partners, LLC, a Florida limited liability company, will be the initial special servicer with respect to all of the mortgage loans pursuant to the pooling and servicing agreement (other than the outside serviced mortgage loan). The special servicer will be primarily responsible for making decisions and performing certain servicing functions with respect to such mortgage loans that, in general, are in default or as to which default is imminent. LNR Partners, LLC was appointed to be the special servicer for this securitization transaction at the request of an affiliate of Raith Capital Management, LLC and/or AllianceBernstein L.P., which affiliate is expected, on the closing date, (i) to purchase the Class E, Class F and Class G certificates, and (ii) to appoint Raith Capital Management, LLC, to be the initial controlling class representative. See “—Controlling Class Representative” below. The primary servicing office of LNR Partners, LLC is located at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139, and its telephone number is (305) 695-5600. See “Servicing of the Mortgage Loans—General” and “Transaction Parties—Servicers—The Special Servicer and the COMM 2013-CCRE12 Special Servicer” and “—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement.
|
||
As described under “—COMM 2013-CCRE12 Master Servicer, Special Servicer and Trustee” below, LNR Partners, LLC (in such capacity, referred to as the “COMM 2013-CCRE12 special servicer”) is also the initial special servicer for the outside serviced mortgage loan pursuant to the COMM 2013-CCRE12 pooling and servicing agreement.
|
|||
The special servicer (but not the COMM 2013-CCRE12 special servicer) may be removed in such capacity under the pooling and servicing agreement, with or without cause, and a successor special servicer appointed, from time to time, as follows:
|
●
|
prior to the occurrence and continuance of a Control Termination Event, the special servicer may be removed at the direction of the controlling class representative, upon satisfaction of certain conditions specified in the pooling and servicing agreement; and
|
|||
●
|
after the occurrence and during the continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the certificates (other than the Class S and Class R certificates) may request a vote to replace the special servicer. The subsequent vote may result in the termination and replacement of the special servicer if within 180 days of the initial request for that vote the holders of (a) at least 75% of the voting rights of the certificates (other than the Class S and Class R certificates), or (b) more than 50% of the voting rights of each class of certificates other than the Class X-A, Class X-B, Class X-C, Class X-D, Class S and Class R certificates (but considering only those classes of certificates that, in each case, have
|
|||
an outstanding certificate principal amount, as previously reduced by payments of principal and any realized losses and as notionally reduced by any appraisal reductions then allocable to the subject class, equal to or greater than 25% of (i) the initial certificate principal amount of such class minus (ii) payments of principal previously made with respect to such class, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose), vote affirmatively to so replace.
|
||||
Additionally, at any time after the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of the special servicer (but not the COMM 2013-CCRE12 special servicer). In connection with such a recommendation, the special servicer would be replaced if, within 180 days of the initial request for that vote, the holders of more than 50% of the voting rights of each class of certificates other than the Class X-A, Class X-B, Class X-C, Class X-D, Class S and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as previously reduced by payments of principal and any realized losses and notionally reduced by any appraisal reductions then allocable to the subject class, equal to or greater than 25% of (i) the initial certificate principal amount of such class minus (ii) payments of principal previously made with respect to such class, and considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “class” for such purpose), vote affirmatively to so replace.
|
|||
The COMM 2013-CCRE12 special servicer may only be removed in such capacity with respect to the whole loan in accordance with the terms and provisions of the COMM 2013-CCRE12 pooling and servicing agreement (as defined below) and the related co-lender agreement.
|
|||
See “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this prospectus supplement.
|
|||
COMM 2013-CCRE12 Master Servicer, Special Servicer and Trustee
|
The mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Miracle Mile Shops is part of a split loan structure comprised of the subject mortgage loan and five pari passu companion loans that are held outside the issuing entity, all of which are secured by the same mortgage or deed of trust encumbering the same mortgaged property. The pari passu companion loans held outside the issuing entity are referred to in this prospectus supplement as the “companion loans”; and the subject mortgage loan together with the related companion loans are sometimes referred to in this prospectus supplement as the “whole loan” or the “Miracle Mile Shops whole loan”.
|
||
One of the related companion loans (which is evidenced by the controlling promissory note A-1) is part of a mortgage pool backing the COMM 2013-CCRE12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates (referred to in this prospectus supplement as the “COMM 2013-CCRE12 certificates”). The whole loan is being serviced
|
|||
pursuant to the pooling and servicing agreement governing the issuance of the COMM 2013-CCRE12 certificates, dated as of November 1, 2013 (referred to as the “COMM 2013-CCRE12 pooling and servicing agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor (referred to as the “COMM 2013-CCRE12 depositor”), the COMM 2013-CCRE12 master servicer, Park Bridge Lender Services LLC, as operating advisor (referred to as the “COMM 2013-CCRE12 operating advisor”), the COMM 2013-CCRE12 special servicer, U.S. Bank National Association, as trustee (in such capacity, referred to as the “COMM 2013-CCRE12 trustee”) and Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian. The securitization transaction related to the issuance of the COMM 2013-CCRE12 certificates is referred to in this prospectus supplement as the “COMM 2013-CCRE12 securitization.”
|
|||
In addition, the whole loan is being primary serviced by Midland Loan Services, a Division of PNC Bank, National Association (referred to as the “COMM 2013-CCRE12 primary servicer”), pursuant to a primary servicing agreement between Wells Fargo Bank, National Association, as COMM 2013-CCRE12 master servicer, and Midland Loan Services, a Division of PNC Bank, National Association. Pursuant to that primary servicing agreement, Midland Loan Services, a Division of PNC Bank, National Association, may not be terminated by the COMM 2013-CCRE12 master servicer except with respect to an event of default under such primary servicing agreement.
|
|||
In its capacity as COMM 2013-CCRE12 trustee, U.S. Bank National Association will serve as mortgagee of record with respect to the whole loan (which includes the outside serviced mortgage loan). In its capacity as custodian under the COMM 2013-CCRE12 pooling and servicing agreement, Wells Fargo Bank, National Association will serve as a custodian with respect to the outside serviced mortgage loan.
|
|||
See “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loan” in this prospectus supplement.
|
|||
Controlling Class Representative
|
The controlling class representative under the pooling and servicing agreement will be the controlling class certificateholder or other representative selected by more than 50% of the controlling class certificateholders (by certificate principal amount).
|
||
The controlling class is the most subordinate class of the Class E, Class F and Class G certificates that has an outstanding certificate principal amount, as previously reduced by principal payments and any realized losses and notionally reduced by any appraisal reductions then allocable to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates. See “Description of the Offered Certificates—Voting Rights” in this prospectus supplement. No other class of certificates will be eligible to act as the controlling class or appoint a controlling class representative.
|
|||
So long as a Control Termination Event does not exist, the controlling class representative will have certain consent and consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters.
|
|||
After the occurrence and during the continuance of a Control Termination Event, the consent rights of the controlling class representative will
|
|||
terminate, and the controlling class representative will retain consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters.
|
|||
After the occurrence and during the continuance of a Consultation Termination Event, all of these rights of the controlling class representative will terminate. See “The Pooling and Servicing Agreement—Controlling Class Representative” in this prospectus supplement.
|
|||
An affiliate of Raith Capital Management, LLC, and/or AllianceBernstein L.P. is expected on the closing date, to purchase the Class E, Class F and Class G certificates and to appoint Raith Capital Management, LLC, to be the initial controlling class representative.
|
|||
So long as a Control Termination Event does not exist, (i) the special servicer may, at the direction of the controlling class representative, take actions with respect to the servicing of the mortgage loans (other than the outside serviced mortgage loan) that could adversely affect the holders of some or all of the classes of certificates, and (ii) the special servicer may be removed without cause by the controlling class representative. Furthermore, the controlling class representative may have interests in conflict with those of the holders of the offered certificates. See “Risk Factors—Potential Conflicts of Interest of the Controlling Class Representative and the COMM 2013-CCRE12 Controlling Class Representative” and “—Special Servicer May Be Directed To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders” in this prospectus supplement.
|
|||
Notwithstanding anything to the contrary described in this prospectus supplement, at any time when the Class E certificates are the controlling class certificates, the holder of more than 50% of the controlling class certificates (by outstanding certificate principal amount) may waive its right to act as or appoint a controlling class representative and to exercise any of the rights of the controlling class representative or cause the exercise of any of the rights of the controlling class representative set forth in the pooling and servicing agreement, by irrevocable written notice delivered to the depositor, certificate administrator, trustee, master servicer, special servicer and operating advisor. Any such waiver will remain effective with respect to such holder and the Class E certificates until such time as that certificateholder has (i) sold a majority of the Class E certificates (by outstanding certificate principal amount) to an unaffiliated third party and (ii) certified to the depositor, certificate administrator, trustee, master servicer, special servicer and operating advisor that (a) the transferor retains no direct or indirect voting rights with respect to the Class E certificates that it does not own, (b) there is no voting agreement between the transferee and the transferor, and (c) the transferor retains no direct or indirect controlling interest in the Class E certificates. Following any such transfer, the successor holder of more than 50% of the Class E certificates (by outstanding certificate principal amount), if the Class E certificates are the controlling class certificates, will again have the rights of the controlling class representative as described in this prospectus supplement without regard to any prior waiver by the predecessor certificateholder. The successor certificateholder will also have the right to irrevocably waive its right to act as or appoint a controlling class representative or to exercise any of the rights of the controlling class representative or cause the exercise of any of the rights of the controlling class representative. No
|
|||
successor certificateholder described above will have any consent rights with respect to any mortgage loan that became a specially serviced mortgage loan prior to its acquisition of a majority of the Class E certificates that had not also become a corrected mortgage loan prior to such acquisition until such mortgage loan becomes a corrected mortgage loan.
|
|||
Whenever such an “opt-out” by a controlling class certificateholder is in effect:
|
●
|
a Control Termination Event and a Consultation Termination Event will both be deemed to have occurred and be continuing; and
|
|||
●
|
the rights of the holder of more than 50% of the Class E certificates (by outstanding certificate principal amount), if they are the controlling class certificates, to act as or appoint a controlling class representative and the rights of the controlling class representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect).
|
With respect to the whole loan, the controlling class representative will have limited rights to consult on a non-binding basis with the COMM 2013-CCRE12 special servicer regarding certain major decisions if the whole loan becomes a specially serviced loan, as provided for in the related co-lender agreement and as described under “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement.
|
|||
Further with respect to the whole loan, in accordance with the related co-lender agreement and the COMM 2013-CCRE12 pooling and servicing agreement, the controlling class representative under the COMM 2013-CCRE12 pooling and servicing agreement (referred to in this prospectus supplement as the “COMM 2013-CCRE12 controlling class representative”), will have various rights relating to, among other things, replacing the COMM 2013-CCRE12 special servicer with respect to the whole loan, advising the COMM 2013-CCRE12 special servicer regarding certain servicing actions with respect to the whole loan, and consenting to various major decisions regarding the whole loan.
|
|||
The controlling class representative for this securitization transaction and the COMM 2013-CCRE12 controlling class representative may have interests in conflict with those of the holders of the offered certificates. See “Risk Factors—Potential Conflicts of Interest of the Controlling Class Representative and the COMM 2013-CCRE12 Controlling Class Representative” and “—Special Servicer May Be Directed To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders” in this prospectus supplement.
|
|||
Significant Affiliations and Relationships
|
Citigroup Global Markets Realty Corp. and its affiliates are playing several roles in this transaction. Citigroup Commercial Mortgage Securities Inc. is the depositor and an affiliate of Citigroup Global Markets Realty Corp., a sponsor and an originator, Citigroup Global Markets Inc., one of the underwriters for the offering of the offered certificates, and Citibank, N.A., the certificate administrator, certificate registrar and custodian.
|
||
In addition, Goldman Sachs Mortgage Company, a sponsor and an originator, is an affiliate of Goldman, Sachs & Co., one of the underwriters for the offering of the offered certificates.
|
|||
LNR Partners, LLC, the special servicer, Starwood Mortgage Funding I LLC, a sponsor, and Starwood Mortgage Capital LLC, an originator, are affiliated with each other.
|
|||
Wells Fargo Bank, National Association also serves as master servicer of the outside serviced mortgage loan under the COMM 2013-CCRE12 pooling and servicing agreement as well as custodian of the COMM 2013-CCRE12 securitization.
|
|||
LNR Partners, LLC also serves as special servicer of the outside serviced mortgage loan under the COMM 2013-CCRE12 pooling and servicing agreement. LNR Partners, LLC is also affiliated with LNR Securities Holdings, LLC, which is the initial controlling class representative under the COMM 2013-CCRE12 pooling and servicing agreement.
|
|||
U.S. Bank National Association also serves as trustee under the COMM 2013-CCRE12 pooling and servicing agreement, which will govern the servicing of the outside serviced mortgage loan.
|
|||
Goldman Sachs Mortgage Company provides warehouse financing to Starwood Mortgage Funding I LLC through a repurchase facility. All of the mortgage loans that Starwood Mortgage Funding I LLC will transfer to the depositor are subject to that repurchase facility. Proceeds received by Starwood Mortgage Funding I LLC in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to Goldman Sachs Mortgage Company as the repurchase agreement counterparty.
|
|||
U.S. Bank National Association provides warehouse financing to Cantor Commercial Real Estate Lending, L.P. through a repurchase facility. Five (5) of the mortgage loans that Cantor Commercial Real Estate Lending, L.P. will transfer to the depositor (with an aggregate principal balance of approximately $46,799,319 as of the cut-off date) are subject to that repurchase facility. Proceeds received by Cantor Commercial Real Estate Lending, L.P. in connection with the contribution of mortgage loans to this securitization transaction will be applied, among other things, to reacquire the financed mortgage loans and make payments to U.S. Bank National Association as the repurchase agreement counterparty.
|
|||
Pursuant to interim servicing agreements between Wells Fargo Bank, National Association and each of the entities indicated below, Wells Fargo Bank, National Association acts as interim servicer with respect to:
|
|||
●
|
all of the mortgage loans to be contributed to this securitization transaction by Starwood Mortgage Funding I LLC, a sponsor, as well as other mortgage loans owned, from time to time, by Starwood Mortgage Funding I LLC;
|
|||
●
|
certain of the mortgage loans (with an aggregate principal balance of approximately $246,704,939 as of the cut-off date) to be contributed to this securitization transaction by Citigroup Global Markets Realty
|
|||
Corp., a sponsor and an originator, as well as other mortgage loans owned by Citigroup Global Markets Realty Corp.;
|
||||
●
|
certain of the mortgage loans (with an aggregate principal balance of approximately $44,514,642 as of the cut-off date) to be contributed to this securitization transaction by The Bancorp Bank, a sponsor and an originator, as well as other mortgage loans owned by The Bancorp Bank; and
|
|||
●
|
one (1) of the mortgage loans (with a principal balance of approximately $10,627,000 as of the cut-off date) to be contributed to this securitization transaction by Cantor Commercial Real Estate Lending, L.P., a sponsor and an originator, as well as other mortgage loans owned by Cantor Commercial Real Estate Lending, L.P.
|
Pursuant to an interim servicing agreement between Midland Loan Services, a Division of PNC Bank, National Association, the primary servicer with respect to the outside serviced mortgage loan, and Goldman Sachs Mortgage Company, a sponsor and an originator, Midland Loan Services, a Division of PNC Bank, National Association acts as interim servicer with respect to all of the mortgage loans to be contributed by Goldman Sachs Mortgage Company.
|
|||
Wells Fargo Bank, National Association is also acting as the interim custodian of the loan files for all of the mortgage loans to be contributed to this securitization transaction by each of Goldman Sachs Mortgage Company, Citigroup Global Markets Realty Corp. (except with respect to the outside serviced mortgage loan, as to which the related loan file is held by Wells Fargo Bank, National Association as the custodian under the COMM 2013-CCRE12 pooling and servicing agreement) and The Bancorp Bank. Wells Fargo Bank, National Association is also acting as the interim custodian of the loan files for one (1) of the mortgage loans (with a principal balance of approximately $10,627,000 as of the cut-off date) to be contributed to this securitization transaction by Cantor Commercial Real Estate Lending, L.P.
|
|||
U.S. Bank National Association, in addition to serving as trustee, (i) is the interim custodian of the loan files for all of the mortgage loans to be contributed to this securitization transaction by Starwood Mortgage Funding I LLC, and (ii) following the closing date, will serve as a vendor on behalf of Citibank, N.A. in connection with Citibank, N.A.’s capacity as custodian under the pooling and servicing agreement. In such vendor capacity, U.S. Bank National Association will hold and safeguard the mortgage notes and other contents of the mortgage files with respect to all mortgage loans under the pooling and servicing agreement.
|
|||
In addition, the whole loan was co-originated by Cantor Commercial Real Estate Lending, L.P., Citigroup Global Markets Realty Corp. and JPMorgan Chase Bank, National Association. As described below under “—The Whole Loan”, Cantor Commercial Real Estate Lending, L.P. has sold two companion loans into two separate securitization trusts and Citigroup Global Markets Realty Corp. has sold a companion loan into a separate securitization trust. Each of Cantor Commercial Real Estate Lending, L.P. and Citigroup Global Markets Realty Corp. may be obligated to repurchase such companion loan(s) from those separate securitization trusts in connection with certain breaches of representations and warranties and certain document defects.
|
|||
These roles and other potential relationships may give rise to conflicts of interest as further described under “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this prospectus supplement.
|
|||
Significant Obligor
|
The mortgaged property identified on Annex A to this prospectus supplement as Ernst & Young Tower, securing a mortgage loan representing approximately 10.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is a “significant obligor” (as such term is used in Items 1101 and 1112 of Regulation AB under the Securities Act of 1933, as amended) with respect to this offering. See “Description of the Mortgage Pool—Significant Obligor” in this prospectus supplement and “Structural and Collateral Term Sheet—Ernst & Young Tower” in Annex B to this prospectus supplement.
|
||
Cut-off Date
|
With respect to each mortgage loan, the due date in December 2013 for that mortgage loan.
|
||
Closing Date
|
On or about December 9, 2013.
|
||
Distribution Date
|
The certificate administrator will make distributions on the certificates, to the extent of available funds, on the fourth business day following the related determination date of each month, beginning in January 2014, to the holders of record at the end of the previous calendar month. The first distribution date will be the distribution date in January 2014.
|
||
Determination Date
|
The sixth day of the calendar month of the related distribution date or, if the sixth day is not a business day, the next business day.
|
||
Expected Final Distribution Date
|
Class A-1
|
September 2018
|
||
Class A-2
|
November 2018
|
|||
Class A-3
|
October 2023
|
|||
Class A-4
|
November 2023
|
|||
Class A-AB
|
September 2023
|
|||
Class X-A
|
November 2023
|
|||
Class X-B
|
November 2023
|
|||
Class A-S
|
November 2023
|
|||
Class B
|
November 2023
|
|||
Class PEZ
|
November 2023
|
|||
Class C
|
November 2023
|
|||
The expected final distribution date for each class of offered certificates is the date on which that class is expected to be paid in full (or, in the case of each class of the Class X-A and Class X-B certificates, the date on which the related notional amount is reduced to zero), assuming no delinquencies, losses, modifications, extensions or accelerations of maturity dates, repurchases or prepayments of the mortgage loans after the initial issuance of the offered certificates (except that any mortgage loan with an anticipated repayment date is assumed to be paid in full on that date).
|
|||
The expected final distribution date with respect to the Class PEZ certificates assumes that the maximum certificate principal amount of the Class PEZ certificates was issued on the closing date.
|
|||
Rated Final Distribution Date
|
As to each class of offered certificates, the distribution date in November 2046.
|
||
Collection Period
|
For any mortgage loan and any distribution date, the period commencing on the day immediately following the due date (without regard to grace periods) for that mortgage loan in the month preceding the month in which the applicable distribution date occurs and ending on and including the due date (without regard to grace periods) for that mortgage loan in the month in which that distribution date occurs.
|
|||
Transaction Overview
|
On the closing date, each sponsor will sell its respective mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. That common law trust, which will be the issuing entity, will be formed pursuant to a pooling and servicing agreement, to be dated as of December 1, 2013, among the depositor, the master servicer, the special servicer, the operating advisor, the certificate administrator and the trustee. The master servicer will service the mortgage loans (other than the outside serviced mortgage loan) in accordance with the pooling and servicing agreement and provide information to the certificate administrator as necessary for the certificate administrator to calculate distributions and other information regarding the certificates.
|
|||
The transfers of the mortgage loans from the sponsors to the depositor and from the depositor to the issuing entity in exchange for the certificates are illustrated below:
|
||||
![]() |
||||
The Mortgage Loans
|
||||
General
|
The issuing entity’s primary assets will be 65 fixed rate mortgage loans (subject to the discussion regarding mortgage loans with an anticipated repayment date under “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans”) with an aggregate outstanding principal balance as of the cut-off date of $867,030,987. The mortgage loans are secured by first liens on 70 commercial and multifamily properties located in 24 states. See “Risk Factors—Commercial and Multifamily Lending Is Dependent on Net Operating Income” in this prospectus supplement.
|
|||
Fee Simple / Leasehold
|
Sixty-eight (68) mortgaged properties, securing approximately 88.6% of the aggregate principal balance of the pool of mortgage loans (by allocated loan amount) as of the cut-off date, are each subject to a mortgage, deed of trust or similar security instrument that creates a first
|
|||
mortgage lien on a fee simple estate in the entire related mortgaged property. For purposes of this prospectus supplement, an encumbered interest will be characterized as a “fee interest” and not a leasehold interest if (i) the borrower has a fee interest in all or substantially all of the mortgaged property (provided that if the borrower has a leasehold interest in any portion of the mortgaged property, such portion is not, individually or in the aggregate, material to the use or operation of the mortgaged property), or (ii) the mortgage loan is secured by the borrower’s leasehold interest in the mortgaged property as well as the borrower’s (or other fee owner’s) overlapping fee interest in the related mortgaged property. Two (2) mortgaged properties, securing approximately 11.4% of the aggregate principal balance of the pool of mortgage loans (by allocated loan amount) as of the cut-off date, are each subject to a mortgage, deed of trust or similar security instrument that creates a first mortgage lien on a leasehold interest (but not the fee interest) in the entire related mortgaged property. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Leasehold Interests” in this prospectus supplement.
|
|||||
The Whole Loan
|
The mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Miracle Mile Shops, representing approximately 8.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a split loan structure comprised of the following six (6) loans (each of which is evidenced by a separate promissory note):
|
||||
●
|
the subject mortgage loan (evidenced by promissory note A-3-2) with an outstanding principal balance as of the cut-off date of $75,000,000, which is included in the issuing entity;
|
||||
●
|
a companion loan (evidenced by promissory note A-2) with an outstanding principal balance as of the cut-off date of $145,000,000, which is not included in the issuing entity and which is currently included in the COMM 2013-CCRE11 Mortgage Trust securitization transaction;
|
||||
●
|
a companion loan (evidenced by promissory note A-1), with an outstanding principal balance as of the cut-off date of $145,000,000, which is not included in the issuing entity and which is currently included in the COMM 2013-CCRE12 securitization;
|
||||
●
|
a companion loan (evidenced by promissory note A-3-1), with an outstanding principal balance as of the cut-off date of $70,000,000, which is not included in the issuing entity and which is currently included in the GS Mortgage Securities Trust 2013-GCJ16 securitization transaction;
|
||||
●
|
a companion loan (evidenced by promissory note A-4-1), with an outstanding principal balance as of the cut-off date of $110,000,000, which is not included in the issuing entity and which is currently included in the JPMBB Commercial Mortgage Securities Trust 2013-C15 securitization transaction; and
|
||||
●
|
a companion loan (evidenced by promissory note A-4-2), with an outstanding principal balance as of the cut-off date of $35,000,000, which is not included in the issuing entity and which is currently held by JPMorgan Chase Bank, National Association (and is expected to
|
||||
be included in the J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16 securitization transaction).
|
||||||||||||
The Miracle Mile Shops mortgage loan and the related companion loans are pari passu in right of payment with each other to the extent described under “Description of the Mortgage Pool—The Whole Loan” in this prospectus supplement. The whole loan will be serviced under the COMM 2013-CCRE12 pooling and servicing agreement.
|
||||||||||||
With respect to the Miracle Mile Shops mortgage loan, the loan-to-value ratio, debt service coverage ratio and debt yield have been calculated based on both that mortgage loan and the pari passu companion loans that will not be included in the issuing entity.
|
||||||||||||
For more information regarding the whole loan, see “Description of the Mortgage Pool—The Whole Loan” and “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loan” in this prospectus supplement. Also, see “Structural and Collateral Term Sheet—Miracle Mile Shops” in Annex B to this prospectus supplement.
|
||||||||||||
Due Dates / Grace Periods
|
Subject in some cases to a next business day convention, monthly payments of principal and/or interest on each mortgage loan are due as shown below with the indicated grace periods.
|
|||||||||||
Due Date
|
Default Grace
Period Days
|
Number of
Mortgage Loans
|
% of Initial
Pool Balance
|
|||||||||
6
|
0
|
53
|
85.6
|
%
|
||||||||
6
|
3(1)
|
1
|
8.7
|
|||||||||
5
|
0
|
11
|
5.7
|
|||||||||
Total
|
65
|
100.0
|
%
|
|||||||||
(1)
|
One (1) mortgage loan allows for a 3-day grace period permitted for one monthly payment per calendar year, other than the payment due on the maturity date.
|
|||||||||||
As used in this prospectus supplement, “grace period” is the number of days before a payment default is an event of default under each mortgage loan. See Annex A to this prospectus supplement for information on the number of days before late payment charges are due under each mortgage loan. The information on Annex A to this prospectus supplement regarding the number of days before a late payment charge is due is based on the express terms of the mortgage loans. Some jurisdictions may impose a statutorily longer period.
|
||||||||||||
Interest-Only Mortgage Loans /
Amortizing Mortgage Loans
|
Nine (9) of the mortgage loans, representing approximately 15.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for monthly payments of interest-only until their stated maturity dates. The remaining 56 mortgage loans, representing approximately 85.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for monthly payments of principal and interest based on an amortization schedule that is significantly longer than the remaining term (or term to anticipated repayment date) of the mortgage loan. However, 17 of these 56 mortgage loans, representing approximately 39.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an initial interest-only period ranging from 11 months to 60 months following the related origination date.
|
|||||||||||
Balloon Loans / ARD Loans
|
All of the mortgage loans will have substantial principal payments due on their maturity dates or, in the case of the ARD loan referred to in the next paragraph, substantial outstanding principal balances on its anticipated repayment date, as applicable, unless prepaid earlier, subject to the terms and conditions of the prepayment provisions of each mortgage loan.
|
||||||
One (1) mortgage loan, representing approximately 1.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provides for an increase in the related interest rate after a certain date, referred to as an anticipated repayment date, if the related borrower has not prepaid such mortgage loan in full. Such mortgage loan is referred to in this prospectus supplement as the “ARD loan.” The interest accrued in excess of the original rate for such mortgage loan will be deferred and will not be paid until the principal balance of such mortgage loan has been paid, at which time any such deferred “excess interest” that is collected will be paid to the holders of the Class S certificates, which are not offered by this prospectus supplement. In addition, from and after the anticipated repayment date for such mortgage loan, cash flow in excess of that required for debt service, funding of reserves, other amounts then due and payable under the related loan documents (other than “excess interest”) and certain budgeted or non-budgeted expenses approved by the related lender with respect to the related mortgaged property will be applied toward the payment of principal (without payment of a yield maintenance charge or other prepayment premium) of such mortgage loan until its principal balance has been reduced to zero. Although these provisions may create an incentive for the related borrower to repay such mortgage loan in full on its anticipated repayment date, a substantial payment would be required and such borrower has no obligation to do so. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this prospectus supplement.
|
|||||||
Additional Characteristics
of the Mortgage Loans
|
General characteristics of the mortgage loans as of the cut-off date:
|
||||||
All Mortgage Loans
|
|||||||
Initial Pool Balance(1)
|
$867,030,987
|
||||||
Number of Mortgage Loans
|
65
|
||||||
Number of Mortgaged Properties
|
70
|
||||||
Average Cut-off Date Mortgage Loan Balance
|
$13,338,938
|
||||||
Weighted Average Mortgage Loan Rate(2)
|
5.1308%
|
||||||
Range of Mortgage Loan Rates(2)
|
4.3300% - 5.8760%
|
||||||
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)
|
65.2%
|
||||||
Weighted Average Maturity Date/ARD Loan-to-Value Ratio(2)(3)(4)
|
55.7%
|
||||||
Weighted Average Cut-off Date Remaining Term to Maturity or Anticipated Repayment Date (months)(4)
|
104
|
||||||
Weighted Average Cut-off Date DSCR(2)
|
1.59x
|
||||||
Full-Term Amortizing Balloon Mortgage Loans(4)
|
45.0%
|
||||||
Partial Interest-Only Balloon Mortgage Loans
|
39.9%
|
||||||
Interest-Only Balloon Mortgage Loans
|
15.0%
|
||||||
|
|||||||
(1)
|
Subject to a permitted variance of plus or minus 5%.
|
||||||
(2)
|
With respect to the mortgage loan that is part of the whole loan, the related companion loans are included for the purposes of calculating the Cut-off Date Loan-to-Value Ratio, Maturity Date/ARD Loan-to-Value Ratio and Cut-off Date DSCR. Other than as
|
||||||
specifically noted, the Cut-off Date Loan-to-Value Ratio, Maturity Date/ARD Loan-to-Value Ratio, Cut-off Date DSCR and Mortgage Loan Rate information for each mortgage loan is presented in this prospectus supplement without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future.
|
|||||
(3)
|
Unless otherwise indicated, the Cut-off Date Loan-to-Value Ratio and the Maturity Date/ARD Loan-to-Value Ratio are calculated utilizing the “as-is” appraised value. However, in the case of certain mortgage loans, the Maturity Date/ARD Loan-to-Value Ratio was calculated using an “as stabilized” or “as renovated” appraised value instead of the related “as-is” appraised value. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement for further information regarding those mortgage loans. In addition, (i) with respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each of the Cut-off Date Loan-to-Value Ratio and the Maturity Date/ARD Loan-to-Value Ratio was calculated based on the appraised value of $133,775,000, which takes into account the appraiser’s estimated value of the PILOT program of $2,775,000, as described below under “Risk Factors – Increases in Real Estate Taxes May Reduce Available Funds,” and (ii) with respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Devonshire Apartments, representing approximately 1.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the Cut-off Date Loan-to-Value Ratio was calculated based on the cut-off date principal balance of the mortgage loan net of the related capital improvement reserve of $885,000. The Cut-off Date Loan-to-Value Ratios of those two (2) mortgage loans, without regard to the adjustments described in the preceding sentence, would result in a weighted average Cut-off Date Loan-to-Value Ratio for the mortgage pool of 65.4%. The Maturity Date/ARD Loan-to-Value Ratio of The Outlet Shoppes at Atlanta mortgage loan, without regard to the adjustment described in clause (i) of the second preceding sentence, would result in a weighted average Maturity Date/ARD Loan-to-Value Ratio for the mortgage pool of 55.8%.
|
||||
(4)
|
Includes the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Marianos Elmhurst, representing approximately 1.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, that has an anticipated repayment date and is assumed to mature and pay in full on its anticipated repayment date.
|
||||
See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios and loan-to-value ratios.
|
|||||
Modified and Refinanced
|
|||||
Mortgage Loans
|
Two (2) mortgage loans, collectively representing approximately 2.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date were refinancings in whole or in part of loans in default at the time of refinancing or otherwise involved discounted pay-offs as described below:
|
||||
●
|
With respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Sawgrass Apartments, representing approximately 1.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related mortgage loan refinanced a discounted payoff of a previously defaulted mortgage loan that was then in forbearance secured by the related mortgaged property. The mortgage loan discharged the discounted pay-off amount of the prior loan in full.
|
||||
●
|
With respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Atlantic Station Shopping Center, representing approximately 1.0%
|
||||
of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related mortgage loan refinanced a discounted pay-off of a previously defaulted mortgage loan that was then in forbearance secured by the related mortgaged property. The mortgage loan represented approximately 92.7% of the discounted pay-off amount, with the remaining pay-off amount as well as closing costs financed through an unsecured loan from an affiliate of the related borrower.
|
|||||
See “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in this prospectus supplement.
|
|||||
Certain risks relating to bankruptcy proceedings are described in “Risk Factors—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” in this prospectus supplement.
|
|||||
Interest Accrual Basis
|
Sixty-four (64) mortgage loans, representing approximately 90.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, accrue interest on the basis of the actual number of days in each applicable one-month accrual period, assuming a 360-day year. One (1) mortgage loan, representing approximately 9.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, accrues interest on the basis of a 360-day year consisting of 12 30-day months.
|
||||
Prepayment / Defeasance /
|
|||||
Property Release Provisions
|
The terms of each mortgage loan restrict the ability of the borrower to defease and/or prepay the mortgage loan as follows:
|
||||
●
|
Fifty-nine (59) mortgage loans (which includes the Miracle Mile Shops mortgage loan), representing approximately 73.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each permits the related borrower, after a lockout period of at least two years following the closing date and prior to the related open prepayment period described below, to substitute U.S. government securities as collateral and obtain a release of the related mortgaged property (or, if applicable, one or more of the related mortgaged properties), but the borrower may not prepay the mortgage loan in whole prior to such open prepayment period.
|
||||
●
|
With respect to three (3) of the 59 defeasance mortgage loans included in the preceding bullet, the related mortgage loan documents also permit partial voluntary prepayments in connection with a property release as follows: (i) one (1) mortgage loan, representing approximately 8.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, also permits the related borrower, at any time, to prepay the related whole loan in part, in an amount equal to $6,200,000, plus a yield maintenance premium, in connection with a permitted partial release; (ii) with respect to another mortgage loan, representing approximately 3.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related borrower has a one-time right, exercisable at any time six months after the closing date of this securitization transaction, to release the premises leased by a specified tenant from the lien of the mortgage loan, provided, among other things, that the borrower pays to the lender an amount equal to at least $11,425,250; and (iii) with respect to a third mortgage loan, representing approximately 1.4% of the aggregate principal balance
|
||||
of the pool of mortgage loans as of the cut-off date, the related mortgage loan documents permit the related borrower, at any time, to release a portion of the mortgaged property from the lien of the mortgage loan, provided, among other things, that the related borrower pays to the lender an amount equal to at least $1,312,500. “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in this prospectus supplement.
|
|||||
●
|
With respect to another two (2) of the 59 defeasance mortgage loans included in the second preceding bullet, collectively representing approximately 2.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related mortgage loan documents established an economic holdback reserve held by the lender, to be disbursed to the related borrower upon the satisfaction of certain conditions set forth in the related mortgage loan documents. After a specified period of time following the closing of each such mortgage loan, if any funds are remaining in the related economic holdback reserve, the related borrower has the option to apply such funds remaining to prepay a portion of such mortgage loan together with the payment of a yield maintenance charge if such prepayment occurs prior to the related open prepayment period. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Voluntary Prepayments” in this prospectus supplement.
|
||||
●
|
In addition, six (6) mortgage loans, representing approximately 26.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each permits the related borrower, after a lockout period of two payments to 35 payments following the origination date, to prepay the mortgage loan in whole together with the payment of the greater of a yield maintenance charge and a prepayment premium of 1% of the prepaid amount if such prepayment occurs prior to the related open prepayment period described below.
|
||||
In addition to the above-referenced permitted partial prepayments, certain mortgage loans permit partial defeasance in connection with releases of individual mortgaged properties or portions of individual mortgaged properties. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases”, “—Voluntary Prepayments” and “—’Due-on-Sale’ and ‘Due on Encumbrance’ Provisions” in this prospectus supplement.
|
|||||
Notwithstanding the foregoing restrictions on prepayments, the mortgage loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date or anticipated repayment date, as applicable, as follows:
|
|||
Prepayment Open Periods
|
Open Periods (Payments)
|
Number of
Mortgage Loans
|
% of Initial
Pool Balance
|
||||||||
3
|
12
|
12.9
|
%
|
|||||||
4
|
46
|
68.7
|
||||||||
5
|
4
|
5.9
|
||||||||
6
|
1
|
0.3
|
||||||||
7
|
1
|
10.6
|
||||||||
10
|
1
|
1.7
|
||||||||
Total
|
65
|
100.0
|
%
|
Property Types
|
The following table lists the various property types of the mortgaged properties:
|
|||
Property Types of the Mortgaged Properties(1)
|
Property Type
|
Number of
Mortgaged
Properties
|
Aggregate
Cut-off Date
Balance
|
% of Initial
Pool Balance
|
||||||||||
Retail
|
31
|
$
|
425,626,178
|
49.1
|
%
|
||||||||
Office
|
10
|
172,260,814
|
19.9
|
||||||||||
Hospitality
|
7
|
98,128,901
|
11.3
|
||||||||||
Mixed Use(2)
|
5
|
82,465,002
|
9.5
|
||||||||||
Multifamily
|
8
|
51,271,630
|
5.9
|
||||||||||
Self Storage
|
5
|
24,468,140
|
2.8
|
||||||||||
Industrial
|
4
|
12,810,322
|
1.5
|
||||||||||
Total
|
70
|
$
|
867,030,987
|
100.0
|
%
|
(1)
|
Because this table presents information relating to mortgaged properties and not the mortgage loans, the information for the mortgage loans secured by more than one (1) mortgaged property is based on allocated loan amounts as stated in Annex A.
|
|||||
(2)
|
The mixed use properties include various combinations of multifamily, retail, office and/or flex.
|
Property Locations
|
The mortgaged properties are located in 24 states. The following table lists the states that have concentrations of mortgaged properties that secure 5.0% or more of the aggregate principal balance of the pool of mortgage loans by allocated loan amount as of the cut-off date:
|
|||
Geographic Distribution(1)
|
State
|
Number of
Mortgaged
Properties
|
Aggregate
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
||||||||||
Ohio
|
3
|
$
|
104,193,731
|
12.0%
|
|||||||||
California
|
3
|
$
|
80,334,925
|
9.3%
|
|||||||||
Georgia
|
1
|
$
|
79,902,085
|
9.2%
|
|||||||||
Nevada
|
1
|
$
|
75,000,000
|
8.7%
|
|||||||||
Florida
|
11
|
$
|
70,727,392
|
8.2%
|
|||||||||
New York
|
6
|
$
|
63,775,145
|
7.4%
|
(1)
|
Because this table presents information relating to mortgaged properties and not the mortgage loans, the information for the mortgage loans secured by more than one (1) mortgaged property is based on allocated loan amounts as stated in Annex A to this prospectus supplement.
|
Certain Calculations
|
||||
and Definitions
|
The descriptions in this prospectus supplement of the mortgage loans and the mortgaged properties are based upon the mortgage pool as it is expected to be constituted as of the close of business on the closing date, assuming that (i) all scheduled principal and interest payments due on or before the cut-off date will be made, (ii) there are no defaults, delinquencies or prepayments on any mortgage loan or the companion loans on or prior to the closing date of this securitization, and (iii) each mortgage loan with an anticipated repayment date matures and is paid in full on its respective anticipated repayment date. The sum of the numerical data in any column in a table may not equal the indicated total due to rounding. Unless otherwise indicated, all figures presented in this “Summary” are calculated as described under “Description of the Mortgage Pool” in this prospectus supplement and all percentages represent the indicated percentage of the aggregate principal balance of the entire pool of mortgage loans as of the cut-off date.
|
|||
When information presented in this prospectus supplement with respect to the mortgaged properties is expressed as a percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, if a mortgage loan is secured by more than one (1) mortgaged property, the percentages are based on an allocated loan amount that has been assigned to those related mortgaged properties based upon one or more of the related appraised values, the relative underwritten net cash flow or prior allocations reflected in the related loan documents as set forth on Annex A to this prospectus supplement.
|
||||
With respect to the mortgage loan that is part of the whole loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot in this prospectus supplement in a manner that takes account of that mortgage loan and its related companion loans. Other than as specifically noted, the loan-to-value ratio, the debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this prospectus supplement without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in
|
||||
order to present statistics for the related mortgage loan without combination with the other indebtedness.
|
||||
In addition, for purposes of the presentation of information in this prospectus supplement, certain loan-to-value ratio, appraised value, debt yield, debt service coverage ratio and/or cut-off date principal balance information or other underwritten statistics may be based on certain other adjustments, assumptions and/or estimates, as further described under “—Additional Characteristics of the Mortgage Loans” above, and “Description of the Mortgage Pool—Certain Calculations and Definitions” and “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans” below in this prospectus supplement.
|
||||
None of the mortgage loans in the issuing entity will be cross-collateralized with any mortgage loan that is not in the issuing entity, except as described in this prospectus supplement with respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Miracle Mile Shops, which also secures companion loans not included in the issuing entity.
|
||||
Certain Variances from
|
||||
Underwriting Standards
|
One (1) mortgage loan, representing approximately 1.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, varies from the underwriting guidelines described under “Transaction Parties—The Originators” in this prospectus supplement with respect to loan-to-value ratio threshold requirements. See “Transaction Parties—The Originators—Citigroup Global Markets Realty Corp.—Exceptions to Underwriting Criteria” in this prospectus supplement.
|
|||
Mortgaged Properties with
|
||||
Limited or No Operating History
|
Five (5) of the mortgaged properties, securing approximately 22.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, were constructed or substantially renovated within the 12-month period preceding the cut-off date and have no or limited prior operating history and/or lack historical financial figures and information.
|
|||
Further, one (1) mortgaged property, securing approximately 1.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, was previously owned by an affiliate of the borrower, which affiliate occupied a substantial portion of the mortgaged property. Such prior owner/occupant had been responsible for most of the expenses at the mortgaged property and for operating and managing the mortgaged property, but was not subject to a lease. As such, historical net operating income is not available.
|
||||
See “Description of the Mortgage Pool—General” in this prospectus supplement.
|
||||
Certain Mortgage Loans with Material
|
||||
Lease Termination Options
|
Certain mortgage loans have material lease early termination options. See Annex B to this prospectus supplement for information regarding material lease termination options for the largest 20 mortgage loans by aggregate principal balance of the pool of mortgage loans as of the cut-off date. Also, see “Description of the Mortgage Pool—Tenant Issues—Lease Terminations and Expirations” in this prospectus supplement for
|
|||
information on material tenant lease expirations and early termination options.
|
||||||
Removal of Mortgage Loans
|
||||||
From the Mortgage Pool
|
Generally, a mortgage loan may only be removed from the mortgage pool as a result of (a) a repurchase or substitution by a sponsor for any mortgage loan for which it cannot remedy the material breach (or, in certain cases, a breach that is deemed to be material) or material document defect (or, in certain cases, a defect that is deemed to be material) affecting such mortgage loan under the circumstances described in this prospectus supplement, (b) the exercise of a purchase option by a mezzanine lender, if any, or (c) a final disposition of a mortgage loan such as a payment in full or a sale of a defaulted mortgage loan or REO property. See “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors—The Timing of Prepayments and Repurchases May Change Your Anticipated Yield,” “Description of the Mortgage Pool—Cures, Repurchases and Substitutions”, “Description of the Mortgage Pool—The Whole Loan” and “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement.
|
|||||
The Certificates
|
||||||
The Offered Certificates
|
||||||
A. General
|
We are offering the following classes of Commercial Mortgage Pass-Through Certificates from the Series 2013-GC17:
|
|||||
●
|
Class A-1
|
|||||
●
|
Class A-2
|
|||||
●
|
Class A-3
|
|||||
●
|
Class A-4
|
|||||
●
|
Class A-AB
|
|||||
●
|
Class X-A
|
|||||
●
|
Class X-B
|
|||||
●
|
Class A-S
|
|||||
●
|
Class B
|
|||||
●
|
Class PEZ
|
|||||
●
|
Class C
|
|||||
The Series 2013-GC17 certificates will consist of the above classes, together with the following classes that are not being offered through this prospectus supplement and the prospectus: Class X-C, Class X-D, Class D, Class E, Class F, Class G, Class S and Class R certificates.
|
||||||
B.
|
Certificate Principal
|
||||
Amounts or Notional Amounts
|
Each class of the offered certificates will have the approximate aggregate initial certificate principal amount (or notional amount, in the case of each class of the Class X-A and Class X-B certificates) set forth below, subject to a variance of plus or minus 5%:
|
||||
Class A-1
|
$
|
46,093,000
|
||||||||
Class A-2
|
$
|
192,952,000
|
||||||||
Class A-3
|
$
|
120,000,000
|
||||||||
Class A-4
|
$
|
192,342,000
|
||||||||
Class A-AB
|
$
|
55,534,000
|
||||||||
Class X-A
|
$
|
676,284,000
|
(1)
|
|||||||
Class X-B
|
$
|
54,189,000
|
(1)
|
|||||||
Class A-S
|
$
|
69,363,000
|
(2)
|
|||||||
Class B
|
$
|
54,189,000
|
(2)
|
|||||||
Class PEZ
|
$
|
157,150,000
|
(2)
|
|||||||
Class C
|
$
|
33,598,000
|
(2)
|
(1)
|
Notional Amount.
|
||||||
(2)
|
The initial certificate principal amount of each class of the Class A-S, Class B and Class C certificates shown in the table above represents the maximum certificate principal amount of such class without giving effect to any issuance of Class PEZ certificates. The initial certificate principal amount of the Class PEZ certificates shown in the table above is equal to the aggregate of the maximum initial certificate principal amounts of the Class A-S, Class B and Class C certificates, which is the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange. The actual certificate principal amount of any class of exchangeable certificates issued on the closing date may be less than the maximum certificate principal amount of that class and may be zero. The certificate principal amounts of the Class A-S, Class B and Class C certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the certificate principal amount of the Class PEZ certificates issued on the closing date, if any.
|
See “Description of the Offered Certificates—General” in this prospectus supplement.
|
|||||
Pass-Through Rates
|
|||||
A.
|
Offered Certificates
|
Each class of the offered certificates (other than the Class PEZ certificates) will accrue interest at an annual rate called a pass-through rate on the basis of a 360-day year consisting of twelve 30-day months. The approximate initial pass-through rate for each class of offered certificates is set forth below:
|
Class A-1
|
1.102
|
%
|
|||||||
Class A-2
|
2.962
|
%
|
|||||||
Class A-3
|
3.854
|
%
|
|||||||
Class A-4
|
4.131
|
%
|
|||||||
Class A-AB
|
3.675
|
%
|
|||||||
Class X-A
|
1.559
|
%
|
|||||||
Class X-B
|
0.011
|
%
|
|||||||
Class A-S
|
4.544
|
%
|
|||||||
Class B
|
5.095
|
%
|
|||||||
Class PEZ
|
(1)
|
||||||||
Class C
|
5.106
|
%
|
(1)
|
The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates.
|
For any distribution date, the pass-through rate of each class of the offered certificates (other than the Class X-A, Class X-B, Class B, Class PEZ and Class C certificates) will be fixed at the initial pass-through rate for such class set forth in the table above.
|
|||||
For any distribution date, the pass-through rate of the Class B certificates will be a per annum rate equal to the lesser of (i) the initial pass-through rate for such class specified in the table above and (ii) the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.
|
|||||
For any distribution date, the pass-through rate of the Class C certificates will be a per annum rate equal to the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.
|
|||||
The pass-through rate of the Class X-A certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component as described in this prospectus supplement.
|
|||||
The pass-through rate of the Class X-B certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class B trust component as described in this prospectus supplement.
|
|||||
The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates. The pass-through rates on the Class A-S, Class B and Class C trust components will at all times be the same as the pass-through rates of the Class A-S, Class B and Class C certificates, respectively.
|
|||||
B.
|
Interest Rate Calculation
|
||||
Convention
|
Interest on the offered certificates will be calculated based on a 360-day year consisting of twelve 30-day months, or a “30/360” basis. For purposes of calculating the pass-through rates on the Class X-A and Class X-B certificates and any other class of certificates or trust component that has a pass-through rate limited by, equal to or based on the weighted average net mortgage interest rate for the mortgage loans, the mortgage loan interest rates will not reflect any default interest rate, any rate increase occurring after an anticipated repayment date, any loan term modifications agreed to by the special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.
|
||||
In addition, with respect to each mortgage loan that accrues interest on the basis of the actual number of days in a month, assuming a 360-day year, the related interest rate (net of the administrative fee rate) for any month that is not a 30-day month will be recalculated so that the amount of interest that would accrue at that rate in that month, calculated on a 30/360 basis, will equal the amount of net interest that actually accrues on that mortgage loan in that month, adjusted for any withheld amounts as described under “The Pooling and Servicing Agreement—Accounts” in this prospectus supplement.
|
||||||
See “Description of the Offered Certificates—Distributions—Payment Priorities” in this prospectus supplement.
|
||||||
Exchangeable Certificates /
|
||||||
Exchange Proportions
|
If you own exchangeable certificates in an exchange proportion that we describe in this prospectus supplement, you will be able to exchange them for a proportionate interest in the related exchangeable certificates. You can exchange your exchangeable certificates by notifying the certificate administrator. If exchangeable certificates are outstanding and held by certificateholders, those certificates will receive principal and interest that would otherwise have been payable on the same proportion of certificates exchanged therefor if those certificates were outstanding and held by certificateholders. Any such allocations of principal and interest as between classes of exchangeable certificates will have no effect on the principal or interest entitlements of any other class of certificates. Exchanges will be subject to various conditions that we describe in this prospectus supplement.
|
|||||
See “Description of the Offered Certificates—Exchangeable Certificates” in this prospectus supplement and “Description of the Certificates—Exchangeable Certificates” in the accompanying prospectus for a description of the exchangeable certificates and exchange procedures. See also “Risk Factors—Risks Related to the Offered Certificates—The Exchangeable Certificates Are Subject to Additional Risks” in this prospectus supplement.
|
||||||
Distributions
|
||||||
A.
|
Amount and Order of
|
|||||
Distributions
|
On each distribution date, funds available for distribution from the mortgage loans, net of specified expenses of the issuing entity, net of yield maintenance charges and prepayment premiums, and net of any excess interest distributable to the Class S certificates, will be distributed in the following amounts and order of priority:
|
|||||
First: Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D certificates: to interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D certificates, up to, and pro rata in accordance with, their respective interest entitlements.
|
||||||
Second: Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates: to the extent of funds allocable to principal received or advanced on the mortgage loans:
|
||||||
(A)
|
to principal on the Class A-AB certificates until their certificate principal amount has been reduced to the Class A-AB scheduled principal balance set forth on Annex F to this prospectus supplement for the relevant distribution date;
|
|||||
(B)
|
to principal on the Class A-1 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clause (A) above;
|
||||
(C)
|
to principal on the Class A-2 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) and (B) above;
|
||||
(D)
|
to principal on the Class A-3 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (C) above;
|
||||
(E)
|
to principal on the Class A-4 certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (D) above; and
|
||||
(F)
|
to principal on the Class A-AB certificates until their certificate principal amount has been reduced to zero, all remaining funds available for distribution of principal remaining after the distributions pursuant to clauses (A) through (E) above.
|
||||
However, if the certificate principal amounts of each and every class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates have been reduced to zero as a result of the allocation of mortgage loan losses (and other unanticipated expenses) to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata, based on their respective certificate principal amounts and without regard to the Class A-AB scheduled principal balance.
|
|||||
Third: Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates: to reimburse the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata, based on the aggregate unreimbursed losses, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest.
|
|||||
Fourth: Class A-S trust component: To pay amounts on the Class A-S trust component and, thus, concurrently, to the Class A-S and Class PEZ certificates as follows: (a) to interest on the Class A-S trust component (and, therefore, to the Class A-S and Class PEZ certificates pro rata based on their respective percentage interests in the Class A-S trust component) in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates), to principal on the Class A-S trust component (and, therefore, to the Class A-S and Class PEZ certificates pro rata based on their respective percentage interests in the Class A-S trust component) until its certificate principal amount has been reduced to zero; and (c) to reimburse the Class A-S trust component (and, therefore, the Class A-S and Class PEZ certificates pro rata based on their respective percentage interests in the Class A-S trust component) for any previously unreimbursed losses on
|
|||||
the mortgage loans allocable to principal that were previously borne by that trust component (and, therefore, those certificates), together with interest.
|
|||||
Fifth: Class B trust component: To pay amounts on the Class B trust component and, thus, concurrently, to the Class B and Class PEZ certificates as follows: (a) to interest on the Class B trust component (and, therefore, to the Class B and Class PEZ certificates pro rata based on their respective percentage interests in the Class B trust component) in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class or trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component), to principal on the Class B trust component (and, therefore, to the Class B and Class PEZ certificates pro rata based on their respective percentage interests in the Class B trust component) until its certificate principal amount has been reduced to zero; and (c) to reimburse the Class B trust component (and, therefore, the Class B and Class PEZ certificates pro rata based on their respective percentage interests in the Class B trust component) for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that trust component (and, therefore, those certificates), together with interest.
|
|||||
Sixth: Class C trust component: To pay amounts on the Class C trust component and, thus, concurrently, to the Class C and Class PEZ certificates as follows: (a) to interest on the Class C trust component (and, therefore, to the Class C and Class PEZ certificates pro rata based on their respective percentage interests in the Class C trust component) in the amount of its interest entitlement; (b) to the extent of funds allocable to principal remaining after distributions in respect of principal to each class or trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S and Class B trust components), to principal on the Class C trust component (and, therefore, to the Class C and Class PEZ certificates pro rata based on their respective percentage interests in the Class C trust component) until its certificate principal amount has been reduced to zero; and (c) to reimburse the Class C trust component (and, therefore, the Class C and Class PEZ certificates pro rata based on their respective percentage interests in the Class C trust component) for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that trust component (and, therefore, those certificates), together with interest.
|
|||||
Seventh: Non-offered certificates (other than the Class X-C and Class X-D certificates): in the amounts and order of priority described in “Description of the Offered Certificates—Distributions—Payment Priorities” in this prospectus supplement.
|
|||||
For more information, see “Description of the Offered Certificates—Distributions—Payment Priorities” in this prospectus supplement.
|
|||||
B.
|
Interest and Principal | ||||
Entitlements
|
A description of each class’s interest entitlement can be found in “Description of the Offered Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this prospectus supplement. As described in that section, there are circumstances in which your interest entitlement for a distribution date could be less than one full
|
||||
month’s interest at the related pass-through rate on your certificate’s principal amount or notional amount (or, in the case of the Class PEZ certificates, the related pass-through rates on the related certificate principal amounts of the Class A-S, Class B and Class C trust components).
|
|||||
On each distribution date, the Class PEZ certificates will be entitled to receive a proportionate share of the amounts distributable on the Class A-S, Class B and Class C trust components, and therefore, of the amounts that would otherwise have been distributed as interest and principal payments on the Class A-S, Class B and Class C certificates had an exchange not occurred, as described under “Description of the Offered Certificates—Exchangeable Certificates” in this prospectus supplement. Any such allocations of principal and interest as between the Class PEZ certificates, on the one hand, and the Class A-S, Class B and Class C certificates, on the other, will have no effect on the principal or interest entitlements of any other class of certificates.
|
|||||
A description of the amount of principal required to be distributed to the classes entitled to principal on a particular distribution date also can be found in “Description of the Offered Certificates—Distributions—Method, Timing and Amount” and “—Payment Priorities” in this prospectus supplement.
|
|||||
C.
|
Servicing and
|
||||
Administrative Fees
|
The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, generally from the interest payments on the mortgage loans in the case of the master servicer, and from the collection account in the case of the special servicer; provided, that the special servicer for this securitization transaction (acting in such capacity) will not receive any special servicing fee with respect to the outside serviced mortgage loan. The master servicing fee for each distribution date will be calculated based on: (i) the stated principal balance of each mortgage loan in the issuing entity; and (ii) the related master servicing fee rate, which ranges on a loan-by-loan basis from 0.010% to 0.065% per annum. The master servicing fee rate includes (a) any sub-servicing fee rate and primary servicing fee rate, and (b) with respect to the outside serviced mortgage loan, the servicing fee rate payable to the COMM 2013-CCRE12 master servicer (which includes and is equal to the primary servicing fee rate payable to Midland Loan Services, a Division of PNC Bank, National Association, as the COMM 2013-CCRE12 primary servicer). The special servicing fee for each distribution date is calculated based on the stated principal balance of each mortgage loan (other than the outside serviced mortgage loan) that is a specially serviced mortgage loan or REO loan and the special servicing fee rate, which is equal to the greater of 0.25% per annum and the rate that would result in a special servicing fee of $3,500 for the related month.
|
||||
The master servicer and special servicer are also entitled to additional fees and amounts, including income on the amounts held in permitted investments to the extent specified in this prospectus supplement and the pooling and servicing agreement. In addition, the special servicer is entitled to (a) liquidation fees from the recovery of liquidation proceeds, insurance proceeds, condemnation proceeds and other payments in connection with a full or discounted payoff of a specially serviced mortgage loan (other than the outside serviced mortgage loan) and (b) workout fees from collections on the related mortgage loan in
|
|||||
connection with the workout of a specially serviced mortgage loan (other than the outside serviced mortgage loan), in each case net of certain amounts and calculated as further described under “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement. The COMM 2013-CCRE12 special servicer will be entitled to receive special servicing fees, liquidation fees and workout fees and other additional fees and amounts with respect to the outside serviced mortgage loan pursuant to the terms of the COMM 2013-CCRE12 pooling and servicing agreement.
|
||||
The operating advisor is entitled to a fee from general collections on the mortgage loans for each distribution date, calculated based on the outstanding principal balance of each mortgage loan in the issuing entity and the operating advisor fee rate of 0.00135% per annum.
|
||||
In addition, the master servicer will pay to the Commercial Real Estate Finance Council (“CREFC®”) an intellectual property royalty license fee in connection with the use of CREFC® names and trademarks from general collections on the mortgage loans for each distribution date, calculated based on the stated principal balance of each mortgage loan in the issuing entity at the intellectual royalty license fee rate of 0.0005% per annum.
|
||||
The fees of the trustee and the certificate administrator will be payable monthly from general collections on the mortgage loans for each distribution date, calculated on the outstanding principal balance of the pool of mortgage loans in the issuing entity and the trustee/certificate administrator fee rate of 0.0024% per annum. Each of the master servicing fee, the special servicing fee, the operating advisor fee, the CREFC® intellectual property royalty license fee and the trustee/certificate administrator fee will be calculated on the same interest accrual basis as the related mortgage loan and prorated for any partial period. See “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement.
|
||||
The administrative fee rate will be the sum of the master servicing fee rate (which, with respect to the outside serviced mortgage loan, includes the per annum servicing fee rate payable to the COMM 2013-CCRE12 master servicer, which includes and is equal to the primary servicing fee rate payable to the COMM 2013-CCRE12 primary servicer), the operating advisor fee rate, the CREFC® intellectual property royalty license fee rate and the trustee/certificate administrator fee rate and is set forth on Annex A to this prospectus supplement for each mortgage loan.
|
||||
The master servicing fees, the special servicing fees, the liquidation fees, the workout fees, the operating advisor fees, the CREFC® intellectual property royalty license fee, and the trustee/certificate administrator fees will be paid prior to distributions to certificateholders of the available distribution amount as described under “The Pooling and Servicing Agreement—Withdrawals from the Collection Account” and “Description of the Offered Certificates—Distributions—Method, Timing and Amount” in this prospectus supplement.
|
||||
With respect to the outside serviced mortgage loan, the master servicer, special servicer and operating advisor under the COMM 2013-CCRE12
|
||||
pooling and servicing agreement will be entitled to certain fees payable with respect to the outside serviced mortgage loan in accordance with the terms of the COMM 2013-CCRE12 pooling and servicing agreement.
|
|||||
See “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” and “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loan” in this prospectus supplement.
|
|||||
D.
|
Prepayment Premiums
|
The manner in which any prepayment premiums and yield maintenance charges received prior to the related determination date will be allocated on each distribution date to the Class X-A and/or Class X-B certificates, on the one hand, and certain of the classes of certificates and trust components entitled to principal, on the other hand, is described in “Description of the Offered Certificates—Distributions—Prepayment Premiums” in this prospectus supplement.
|
|||
E.
|
Excess Interest
|
On each distribution date, any excess interest collected from time to time in respect of each of the mortgage loans in the issuing entity with an anticipated repayment date will be distributed to the holders of the Class S certificates, which are not offered by this prospectus supplement. This interest will not be available to provide credit support for other classes of certificates or to offset any interest shortfalls. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this prospectus supplement.
|
|||
Advances
|
|||||
A.
|
Principal and Interest Advances
|
The master servicer is required to advance delinquent monthly debt service payments with respect to each mortgage loan in the issuing entity (including the outside serviced mortgage loan but not including the companion loans, as described below under “—Advances on the Whole Loan”) if it determines that the advance will be recoverable from collections on that mortgage loan. The master servicer will not be required to advance amounts deemed non-recoverable from related loan collections. The master servicer will not be required or permitted to make an advance for balloon payments, default interest, excess interest, any other interest in excess of a mortgage loan’s regular interest rate, prepayment premiums or yield maintenance charges or delinquent monthly debt service payments on the companion loans. In the event that the master servicer fails to make any required advance, the trustee will be required to make that advance unless the trustee determines that the advance is non-recoverable from related loan collections. See “The Pooling and Servicing Agreement—Advances” in this prospectus supplement. If an advance is made, the master servicer will not advance its servicing fee, but will advance the certificate administrator’s fee, the trustee’s fee, the operating advisor’s fee and the CREFC® intellectual property royalty license fee. The master servicer or trustee, as applicable, will be entitled to reimbursement from general collections on the mortgage loans for advances determined to be non-recoverable from related loan collections. This may result in losses on your certificates.
|
|||
B.
|
Property Protection Advances
|
The master servicer also is required to make advances to pay delinquent real estate taxes and assessments, ground lease rent payments, condominium assessments, hazard insurance premiums and similar expenses necessary to protect and maintain the mortgaged property, to maintain the lien on the mortgaged property or enforce the related loan documents with respect to the mortgage loans (other than the outside
|
|||
serviced mortgage loan). In the event that the master servicer fails to make a required advance of this type, the trustee will be required to make that advance unless the trustee determines that the advance is non-recoverable from related loan collections. The master servicer is not required, but in certain circumstances is permitted, to advance amounts deemed non-recoverable from related loan collections. See “The Pooling and Servicing Agreement—Advances” in this prospectus supplement. The master servicer or trustee, as applicable will be entitled to reimbursement from general collections on the mortgage loans for advances determined to be non-recoverable from related loan collections. This may result in losses on your certificates.
|
|||||
C.
|
Interest on Advances
|
The master servicer and the trustee, as applicable, will be entitled to interest on all advances as described in this prospectus supplement. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. No interest will accrue on advances with respect to principal or interest due on a mortgage loan until any grace period applicable to that mortgage loan has expired.
|
|||
The master servicer and the trustee will each be entitled to receive interest on advances they make at the prime rate, compounded annually. If the interest on an advance is not recovered from default interest or late payments on the mortgage loan, a shortfall will result which will have the same effect as a realized loss.
|
|||||
See “Description of the Offered Certificates—Distributions—Realized Losses” and “The Pooling and Servicing Agreement—Advances” in this prospectus supplement.
|
|||||
D.
|
Advances on the
|
||||
Whole Loan
|
The master servicer under the COMM 2013-CCRE12 pooling and servicing agreement, which controls servicing of the whole loan, is required to make property protection advances with respect to the related mortgaged property, unless that master servicer determines that those advances would not be recoverable from collections on such whole loan. If the COMM 2013-CCRE12 master servicer is required to but fails to make a required property protection advance, then (subject to a recoverability determination) the COMM 2013-CCRE12 trustee will be required to make that property protection advance. The COMM 2013-CCRE12 master servicer and/or the COMM 2013-CCRE12 trustee, to the extent it makes any property protection advances with respect to the whole loan, will be entitled to receive interest on such advances in accordance with the terms of the COMM 2013-CCRE12 pooling and servicing agreement and the related co-lender agreement, which may be reimbursable out of general collections of the issuing entity. The COMM 2013-CCRE12 master servicer and COMM 2013-CCRE12 trustee will also be entitled to reimbursement from general collections on the mortgage loans in the issuing entity for the pro rata share allocable to the outside serviced mortgage loan of any non-recoverable property protection advance made by it on the whole loan and interest on those advances.
|
||||
However, the master servicer under the pooling and servicing agreement for this securitization transaction is required to advance delinquent monthly mortgage loan payments with respect to the outside serviced mortgage loan (but not the companion loans), unless the master servicer determines that those advances would not be recoverable from collections on the related mortgage loan. The master servicer under the
|
|||||
COMM 2013-CCRE12 pooling and servicing agreement is not required to advance delinquent monthly mortgage loan payments with respect to the outside serviced mortgage loan.
|
|||||
Priority of Payments
|
|||||
A.
|
Subordination / Allocation
|
||||
of Losses
|
The amount available for distribution will be applied in the order described in “—Distributions—Amount and Order of Distributions” above.
|
||||
The following chart generally describes the manner in which the payment rights of certain classes of certificates and trust components will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates and trust components. The chart shows entitlement to receive principal and interest (other than excess interest that accrues on each mortgage loan that has an anticipated repayment date) on any distribution date in descending order (beginning with the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D certificates). Among the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D certificates, payment rights of certain classes will be more particularly described in “Description of the Offered Certificates—Distributions” in this prospectus supplement. It also shows the manner in which mortgage loan losses are allocated in ascending order (beginning with certain Series 2013-GC17 certificates that are not being offered by this prospectus supplement). Principal losses on the mortgage loans allocated to a class of certificates or trust component will reduce the related certificate principal amount of that class. However, no such principal losses will be allocated to the Class S, Class R, Class X-A, Class X-B, Class X-C or Class X-D certificates, although loan losses will reduce the notional amount of the Class X-A certificates (to the extent such losses are allocated to the Class A-1, Class A-2, Class A-3, Class A-4 or Class A-AB certificates or the Class A-S trust component), the Class X-B certificates (to the extent such losses are allocated to the Class B trust component), the Class X-C certificates (to the extent such losses are allocated to the Class E certificates) and the Class X-D certificates (to the extent such losses are allocated to the Class F or Class G certificates) and, therefore, the amount of interest they accrue.
|
|||||
![]() |
||||||
*
|
Interest only certificates. No principal payments or realized loan losses in respect of principal will be allocated to the Class X-A, Class X-B, Class X-C and Class X-D certificates. However, mortgage loan losses will reduce the notional amount of the Class X-A, Class X-B, Class X-C and Class X-D certificates to the extent such losses reduce the principal amount of the related classes of principal balance certificates or the related trust component.
|
|||||
**
|
Distributions and losses allocated to a trust component will be concurrently allocated to the related classes of exchangeable certificates that evidence a percentage interest in such trust component. Distributions of principal and interest and allocations of mortgage loan losses to the Class A-S trust component will be made pro rata to the Class A-S certificates and the Class PEZ certificates in proportion to their respective percentage interests in the Class A-S trust component. Distributions of principal and interest and allocations of mortgage loan losses to the Class B trust component will be made pro rata to the Class B certificates and the Class PEZ certificates in proportion to their respective percentage interests in the Class B trust component. Distributions of principal and interest and allocations of mortgage loan losses to the Class C trust component will be made pro rata to the Class C certificates and the Class PEZ certificates in proportion to their respective percentage interests in the Class C trust component. See “Description of the Offered Certificates—Distributions” in this prospectus supplement.
|
|||||
***
|
Other than the Class X-C, Class X-D, Class S and Class R certificates.
|
No other form of credit enhancement will be available for the benefit of the holders of the offered certificates.
|
||||
See “Description of the Offered Certificates—Subordination” in this prospectus supplement.
|
||||
To the extent funds are available on a subsequent distribution date for distribution on your offered certificates, you will be reimbursed for any losses allocated to your offered certificates (or, in the case of the Class PEZ certificates, allocated to the percentage interests evidenced thereby in the Class A-S, Class B and/or Class C trust components, as applicable) with interest at the pass-through rate on those offered certificates or trust components.
|
||||
B. Shortfalls in Available Funds
|
In addition to losses caused by mortgage loan defaults, shortfalls in payments to holders of certificates may occur as a result of the master servicer’s and trustee’s right to receive payments of interest on unreimbursed advances (to the extent not covered by default interest and late payment charges or other amounts collected from borrowers that are not paid to the master servicer or the special servicer as compensation, to the extent described in this prospectus supplement), the special servicer’s right to compensation with respect to mortgage loans which are or have been serviced by the special servicer, the rights of the COMM 2013-CCRE12 master servicer, COMM 2013-CCRE12 trustee and/or COMM 2013-CCRE12 special servicer to receive payments of interest on unreimbursed property protection advances, servicing and/or special servicing compensation and/or reimbursement of certain amounts in accordance with the related co-lender agreement and the COMM 2013-CCRE12 pooling and servicing agreement, a modification of a mortgage loan’s interest rate or principal balance or as a result of other unanticipated expenses of the issuing entity. These shortfalls, if they occur, would reduce distributions to the classes of certificates or trust components with the lowest payment priorities. In addition, prepayment interest shortfalls that are not covered by certain compensating interest payments made by the master servicer are required to be allocated to the interest-bearing certificates (other than the Class A-S, Class B, Class PEZ and Class C certificates) and the trust components (and, therefore, the Class A-S, Class B, Class PEZ and Class C certificates), on a pro rata basis, to reduce the amount of interest payment on such classes of certificates and trust components.
|
|||
Additional Aspects of the Certificates
|
||||
A. Information Available to
Certificateholders
|
On each distribution date, the certificate administrator will prepare and make available to each certificateholder a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders may be entitled to certain other information regarding the issuing entity. See “The Pooling and Servicing Agreement—Reports to Certificateholders; Available Information” in this prospectus supplement.
|
|||
B. Optional Termination
|
On any distribution date on which the aggregate unpaid principal balance of the mortgage loans remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, certain specified persons will have the option to purchase all of the mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) remaining in the issuing entity
|
at the price specified in this prospectus supplement. Exercise of this option will terminate the issuing entity and retire the then-outstanding certificates.
|
||||
If the aggregate certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D certificates and the Class A-S, Class B and Class C trust components and the notional amounts of the Class X-A and Class X-B certificates have been reduced to zero, and the master servicer is paid a fee specified in the pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates (but excluding the Class S and Class R certificates) for the mortgage loans remaining in the issuing entity, but all of the holders of those classes of outstanding certificates would have to voluntarily participate in the exchange.
|
||||
C. Required Repurchase or
Substitution of Mortgage Loans
|
Under the circumstances described in this prospectus supplement, the applicable sponsor (or Starwood Mortgage Capital LLC as guarantor of the repurchase and substitution obligations of Starwood Mortgage Funding I LLC) will be required to repurchase or substitute for any mortgage loan for which it cannot remedy a breach of a representation and warranty or a document defect, that, in each case, materially and adversely affects (or is deemed to materially and adversely affect) the value of that mortgage loan (or related REO Property) or the interests of the certificateholders in that mortgage loan. See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this prospectus supplement.
|
|||
D. Sale of Defaulted Mortgage
Loans and REO Properties
|
Pursuant to the pooling and servicing agreement, the special servicer is required to solicit offers for defaulted mortgage loans and REO properties (other than the outside serviced mortgage loan and any related REO property) and accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted mortgage loan or REO property, determined as described in “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement, unless the special servicer determines, in accordance with the servicing standard, that rejection of such offer would be in the best interests of the certificateholders (as a collective whole as if such certificateholders constituted a single lender).
|
|||
Pursuant to the COMM 2013-CCRE12 pooling and servicing agreement, the party acting as special servicer with respect to the whole loan may offer to sell to any person (or may offer to purchase) for cash the whole loan during such time as the whole loan constitutes a defaulted mortgage loan under the COMM 2013-CCRE12 pooling and servicing agreement and, in connection with any such sale, the COMM 2013-CCRE12 special servicer is required to sell both the related mortgage loan and related companion loans as a whole loan.
|
||||
Pursuant to each mezzanine loan intercreditor agreement with respect to the mortgage loans with mezzanine indebtedness, the holder of the related mezzanine loan has the right to purchase the related mortgage loan as described in “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” in this prospectus supplement. Additionally, in the case of mortgage loans that
|
permit certain equity owners of the borrower to incur future mezzanine debt as described in “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Additional Indebtedness” in this prospectus supplement, the related mezzanine lender may have the option to purchase the related mortgage loan after certain defaults.
|
|||||
See “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” and “Description of the Mortgage Pool—The Whole Loan—Sale of the Defaulted Whole Loan” in this prospectus supplement.
|
|||||
Other Investment Considerations | |||||
Potential Conflicts of Interest
|
The relationships between the parties to this transaction and the activities of those parties or their affiliates may give rise to certain conflicts of interest. These conflicts of interests may arise from, among other things, the following relationships and activities:
|
||||
●
|
the ownership of any certificates by the depositor, sponsors, underwriters, master servicer, special servicer, operating advisor, COMM 2013-CCRE12 master servicer, COMM 2013-CCRE12 special servicer, COMM 2013-CCRE12 operating advisor, or any of their affiliates;
|
||||
●
|
the ownership of, or of any interests in, any companion loans or mezzanine debt by the sponsors, underwriters, master servicer, special servicer, operating advisor, COMM 2013-CCRE12 master servicer, COMM 2013-CCRE12 special servicer, COMM 2013-CCRE12 operating advisor, or any of their affiliates;
|
||||
●
|
the relationships, including financial dealings, of the sponsors, master servicer, special servicer, operating advisor, COMM 2013-CCRE12 master servicer, COMM 2013-CCRE12 special servicer, COMM 2013-CCRE12 operating advisor, or any of their affiliates with any borrower, any non-recourse carveout guarantor or any of their respective affiliates;
|
||||
●
|
the relationships, including financial dealings, of the sponsors, underwriters and their respective affiliates with each other;
|
||||
●
|
the decision or obligation of the special servicer to take actions at the direction or recommendation of the controlling class representative;
|
||||
●
|
fee-sharing arrangements between one or more certificate holders or their respective representative and the special servicer;
|
||||
●
|
the broker-dealer activities of the underwriters and their affiliates, including taking long or short positions in the certificates or entering into credit derivative transactions with respect to the certificates;
|
||||
●
|
the opportunity of the initial investor in the Class E, Class F and Class G certificates to request the removal or re-sizing of or other changes to the features of some or all of the mortgage loans or to receive price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool; and
|
●
|
the activities of the master servicer, special servicer, operating advisor, sponsors or any of their respective affiliates in connection with any other transaction and, with respect to the whole loan, the activities of the COMM 2013-CCRE12 master servicer, the COMM 2013-CCRE12 special servicer, the COMM 2013-CCRE12 operating advisor or any of their respective affiliates in connection with any other transaction.
|
||||
See “Risk Factors—Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests,” “—Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests,” “—Potential Conflicts of Interest of the Master Servicer, the Special Servicer, the Trustee, the COMM 2013-CCRE12 Master Servicer, the COMM 2013-CCRE12 Primary Servicer and the COMM 2013-CCRE12 Special Servicer,” “—Potential Conflicts of Interest of the Operating Advisor,” “—Potential Conflicts of Interest of the Controlling Class Representative and the COMM 2013-CCRE12 Controlling Class Representative;” “—Special Servicer May Be Directed To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders,” “—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans” and “—Other Potential Conflicts of Interest May Affect Your Investment” in this prospectus supplement.
|
|||||
Material Federal Income
Tax Consequences
|
Two (2) separate real estate mortgage investment conduit (commonly known as a REMIC) elections will be made with respect to the assets of the issuing entity. The designations for each REMIC created under the pooling and servicing agreement (each, a “Trust REMIC”) are as follows:
|
||||
●
|
The lower-tier REMIC (the “Lower-Tier REMIC”) will hold the mortgage loans and certain other assets of the issuing entity and will issue certain classes of uncertificated regular interests to a second REMIC (the “Upper-Tier REMIC”).
|
||||
●
|
The Upper-Tier REMIC will hold the Lower-Tier REMIC regular interests and will issue the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C, Class X-D, Class D, Class E, Class F and Class G certificates and the Class A-S, Class B and Class C trust components as classes of regular interests in the Upper-Tier REMIC.
|
||||
The portions of the issuing entity consisting of the Class A-S, Class B and Class C trust components and the related distribution account, beneficial ownership of which is represented by the Class A-S, Class B, Class PEZ and Class C certificates, will be treated as a grantor trust for federal income tax purposes, as further described under “Material Federal Income Tax Consequences” in this prospectus supplement.
|
|||||
Pertinent federal income tax consequences of an investment in the offered certificates include:
|
|||||
●
|
Each class of offered certificates (other than the exchangeable certificates) and the trust components will constitute REMIC “regular interests”.
|
●
|
The offered certificates (other than the exchangeable certificates) and the trust components will be treated as newly originated debt instruments for federal income tax purposes.
|
||||
●
|
Each class of exchangeable certificates will evidence beneficial ownership of one or more trust components which will be treated as a grantor trust for federal income tax purposes.
|
||||
●
|
You will be required to report income on your offered certificates in accordance with the accrual method of accounting.
|
||||
It is anticipated, for federal income tax purposes, that the Class X-A and Class X-B certificates will be issued with original issue discount, that the Class A-1 certificates and the Class C trust component represented by the related exchangeable certificates will be issued with a de minimis amount of original issue discount and that the Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S and Class B trust components represented by the related exchangeable certificates will be issued at a premium.
|
|||||
In addition, the portion of the issuing entity representing the excess interest accrued on each mortgage loan with an anticipated repayment date will be treated as a grantor trust for federal income tax purposes, and the Class S certificates (which are not offered by this prospectus supplement) will represent undivided beneficial interests in such grantor trust.
|
|||||
See “Material Federal Income Tax Consequences” in this prospectus supplement.
|
|||||
Yield Considerations
|
You should carefully consider the matters described under “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement, which may affect significantly the yields on your investment.
|
||||
ERISA Considerations
|
Fiduciaries of employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended, commonly known as ERISA, or plans subject to Section 4975 of the Internal Revenue Code of 1986, as amended, or governmental plans (as defined in Section 3(32) of ERISA) that are subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Internal Revenue Code of 1986, as amended, should carefully review with their legal advisors whether the purchase or holding of the offered certificates could give rise to a transaction prohibited or not otherwise permissible under ERISA, the Internal Revenue Code of 1986, as amended, or similar law.
|
||||
The U.S. Department of Labor has granted substantially identical administrative exemptions to a predecessor of Citigroup Global Markets Inc., Prohibited Transaction Exemption (“PTE”) 91-23 (April 18, 1991), and to Goldman, Sachs & Co., PTE 89-88 (October 17, 1989), both as amended by PTE 2013-08 (July 9, 2013) (collectively, the “Underwriter Exemption”), which may exempt from the application of certain of the prohibited transaction provisions of Section 406 of ERISA and the excise taxes imposed on such prohibited transactions by Sections 4975(a) and (b) of the Internal Revenue Code of 1986, as amended, transactions relating to the purchase, sale and holding of pass-through certificates
|
|||||
underwritten by a selling group of which Citigroup Global Markets Inc. or Goldman, Sachs & Co. serves as a manager or co-manager, and the servicing and operation of related mortgage pools, so long as certain conditions are met. See “ERISA Considerations” in this prospectus supplement.
|
||||
Ratings
|
It is a condition to the issuance of the offered certificates that each class of offered certificates receives investment grade credit ratings from one (1) or more nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates.
|
|||
A rating is not a recommendation to purchase, hold or sell the rated certificates. Any rating agency that rates the certificates may, in its discretion, lower or withdraw its rating at any time as to any class of certificates. None of the relevant parties (including, without limitation, the issuing entity, the depositor, the sponsors, the servicers, the certificate administrator, the trustee, the operating advisor and their affiliates) will be required to monitor any changes to any ratings on the certificates.
|
||||
A securities rating on mortgage pass-through certificates addresses credit risk and the likelihood of full and timely payment to the applicable certificateholders of all distributions of interest at the applicable pass-through rate on the certificates or related trust component(s) in question on each distribution date and, except in the case of the interest-only certificates, the ultimate payment in full of the certificate principal amount of each class of certificates in question on a date that is not later than the rated final distribution date with respect to such class of certificates. Any security rating assigned to the offered certificates should be evaluated independently of any other security rating. A securities rating on mortgage pass-through certificates does not address the tax attributes of the certificates in question or the receipt of any default interest or prepayment premium or constitute an assessment of the likelihood, timing or frequency of prepayments on the related mortgage loans. A securities rating on mortgage pass-through certificates does not address the frequency of prepayments (whether voluntary or involuntary) on the related mortgage loans, the degree to which the prepayments might differ from those originally anticipated, the yield to maturity that purchasers may experience as a result of the rate of principal prepayments, the likelihood of collection of default interest, excess interest, late payment charges, prepayment premiums or yield maintenance charges, or the tax treatment of the certificates in question.
|
||||
A security rating is not a recommendation to buy, sell or hold securities, and the assigning rating agency may revise, downgrade, qualify or withdraw a rating at any time.
|
||||
Nationally recognized statistical rating organizations that were not engaged by the depositor to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates, relying on information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by a rating agency engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on a class of the offered certificates that are lower than ratings assigned by the rating agencies engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class. As part of the
|
||||
process of obtaining ratings for the offered certificates, the depositor had initial discussions with and submitted certain materials to six nationally recognized statistical rating organizations. Based on preliminary feedback from those nationally recognized statistical rating organizations at that time, the depositor selected three of those nationally recognized statistical rating organizations to rate the offered certificates and not the other nationally recognized statistical rating organizations, due in part to their initial subordination levels for the various classes of the offered and non-offered certificates. Had the depositor selected such other nationally recognized statistical rating organizations to rate the offered certificates, we cannot assure you as to the ratings that such other nationally recognized statistical rating organizations would have ultimately assigned to the offered certificates. Although unsolicited ratings may be issued by any nationally recognized statistical rating organization, a nationally recognized statistical rating organization might be more likely to issue an unsolicited rating if it was not selected after having provided preliminary feedback to the depositor.
|
||||
Neither the depositor nor any other person or entity will have any duty to notify you if any nationally recognized statistical rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of offered certificates after the date of this prospectus supplement. In no event will rating agency confirmations from any nationally recognized statistical rating organization (other than the engaged rating agencies or, in the case of the whole loan, the rating agencies engaged by the COMM 2013-CCRE12 depositor for the COMM 2013-CCRE12 securitization) be a condition to any action, or the exercise of any right, power or privilege by any person or entity under the pooling and servicing agreement.
|
||||
Furthermore, the Securities and Exchange Commission may determine that one or more of the engaged rating agencies no longer qualifies as a nationally recognized statistical rating organization or is no longer qualified to rate the offered certificates, and that determination also may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates.
|
||||
A security rating does not represent any assessment of the yield to maturity that investors may experience or the possibility that the holders of the Class X-A or Class X-B certificates might not fully recover their initial investment in the event of delinquencies or defaults, prepayments (both voluntary (to the extent permitted) and involuntary), or losses in respect of the mortgage loans. As described in this prospectus supplement, the amounts payable with respect to the Class X-A and Class X-B certificates consist only of interest.
|
||||
The Class X-A and Class X-B certificates are only entitled to interest distributions. If any of the mortgage loans were to prepay in the initial month after the closing date, with the result that the holders of the Class X-A and/or Class X-B certificates receive only a single month’s interest, and therefore suffer a nearly complete loss of their investment, all amounts “due” to such holders will nevertheless have been paid, and such result is consistent with the ratings received on the Class X-A and Class X-B certificates. The notional amounts of the Class X-A and Class X-B certificates on which interest is calculated may be reduced by the allocation of realized losses and prepayments, whether voluntary or involuntary. The ratings of the Class X-A and Class X-B certificates do not address the timing or magnitude of reductions of such notional
|
||||
amount, but only the obligation to pay interest timely on the notional amount as so reduced from time to time. Therefore, the ratings of the Class X-A and Class X-B certificates should be evaluated independently from similar ratings on other types of securities.
|
||||
See “Risk Factors—Your Yield May Be Affected by Defaults, Prepayments and Other Factors,” “—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Yield, Prepayment and Maturity Considerations” in this prospectus supplement and “Risk Factors—The Investment Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable,” “—The Nature of Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected Return on Your Offered Certificates,” “—The Ratings of Your Offered Certificates May Be Lowered or Withdrawn, or Your Certificates May Receive an Unsolicited Rating, Which May Adversely Affect the Liquidity, Market Value and Regulatory Characteristics of Your Offered Certificates” and “Yield, Prepayment and Maturity Considerations” in the prospectus.
|
||||
Legal Investment
|
No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the offered certificates. See “Legal Investment” in this prospectus supplement and in the prospectus.
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|
●
|
Wars, revolts, insurrections, armed conflicts, energy supply or price disruptions, terrorism, political crises, natural disasters and man-made disasters may have an adverse effect on the mortgaged properties and/or your certificates;
|
|
●
|
Trading activity associated with indices of CMBS may drive spreads on those indices wider than spreads on CMBS, thereby resulting in a decrease in value of such CMBS, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial and multifamily real estate markets and may be affected for reasons that are unknown and cannot be discerned; and
|
|
●
|
The market value of your certificates also may be affected by many other factors, including the then-prevailing interest rates and market perceptions of risks associated with commercial mortgage lending. A change in the market value of the certificates may be disproportionately impacted by upward or downward movements in the current interest rates.
|
|
●
|
the availability of alternative investments that offer higher yields or are perceived as being a better credit risk, having a less volatile market value or being more liquid;
|
|
●
|
legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount or types of CMBS that it may acquire or require it to maintain increased capital or reserves as a result of its investment in CMBS;
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|
●
|
accounting standards that may affect an investor’s characterization or treatment of an investment in CMBS for financial reporting purposes;
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|
●
|
increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans;
|
|
●
|
investors’ perceptions regarding the commercial and multifamily real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans;
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|
●
|
investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial real estate markets; and
|
|
●
|
the impact on demand generally for CMBS as a result of the existence or cancellation of government-sponsored economic programs.
|
|
●
|
At the time of a proposed exchange, a certificateholder must own exchangeable certificates in a certain requisite exchangeable proportion to make the desired exchange, as described under “Description of the Offered Certificates—Exchangeable Certificates—Exchanges” in this prospectus supplement.
|
|
●
|
A certificateholder that does not own exchangeable certificates in such requisite exchangeable proportion may be unable to obtain the necessary exchangeable certificates or may be able only to exchange the portion (if any) of its exchangeable certificates that represents such requisite exchangeable proportion. Another certificateholder may refuse to sell its certificates at a reasonable (or any) price or may be unable to sell them, or certificates may have been purchased or placed into other financial structures and thus may be unavailable. Such circumstances may prevent you from obtaining exchangeable certificates in the proportions necessary to effect an exchange.
|
|
●
|
Exchanges will no longer be permitted following the date when the then-current principal balance of the Class A-S trust component (and, correspondingly, to the extent evidencing an interest in the Class A-S trust component, the Class A-S certificates and the applicable component of the Class PEZ certificates) is reduced to zero as a result of the payment in full of all interest and principal on that trust component.
|
|
●
|
Certificates may only be held in authorized denominations.
|
|
●
|
An exchange fee of $5,000 must be paid by the exchanging certificateholder to the certificate administrator in connection with each exchange of exchangeable certificates.
|
|
Historical Information
|
|
Ongoing Information
|
|
●
|
Member States of the European Economic Area (“EEA”) have implemented Article 122a of EU Directive 2006/48/EC (“Article 122a”) which applies with respect to investments by credit institutions in securitizations issued on or after January 1, 2011 as well as certain existing securitizations issued prior to that date where new assets are added or substituted after December 31, 2014. Article 122a imposes a severe capital charge on a securitization position acquired by an EEA credit institution unless, among other conditions, (a) the originator, sponsor or original lender for the securitization has explicitly disclosed to the EEA-regulated credit institution that it will retain, on an ongoing basis, a material net economic interest of not less than 5% in respect of the securitization, and (b) the acquiring institution is able to demonstrate that it has undertaken certain due diligence in respect of its securitization position and the underlying exposures and that procedures are established for such activities to be monitored on an ongoing basis. For purposes of Article 122a, an EEA credit institution may be subject to such a capital charge as a result of securitization positions held by its non-EEA affiliates, including its U.S. affiliates, not complying with Article 122a. Effective January 1, 2014, Articles 404-410 (inclusive) of EU Regulation 575/2013 (“Articles 404-410”) will replace Article 122a and, among other things, will apply to EEA investment firms in addition to EEA credit institutions.
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|
●
|
Furthermore, requirements similar to those in Article 122a (“Similar Retention Requirements”) apply: (i) effective July 22, 2013, to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities. None of the originators, the sponsors, the depositor, the issuing entity or any other party to the transaction intends to retain a material net economic interest in the transaction in accordance with the requirements of Article 122a, Articles 404-410 or Similar Retention Requirements or take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Article 122a, Articles 404-410 or Similar Retention Requirements. Consequently, the offered certificates are not a suitable investment for EEA credit institutions or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the offered certificates in the secondary market may be adversely affected. EEA-regulated investors are encouraged to consult with their own investment and legal advisors regarding compliance with Article 122a, Articles 404-410 or Similar Retention Requirements and the suitability of the offered certificates for investment.
|
|
●
|
Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the U.S. federal banking agencies to modify their existing regulations to remove any reliance on credit ratings including, but not limited to, the use of such ratings to determine the permissibility of, and capital charges imposed on, investments by banking institutions, and the federal banking agencies’ risk-based capital guidelines regulations. As a general rule, national banks are permitted to invest only in “investment grade” instruments, which under pre-existing regulations has been determined based on the credit ratings assigned to these instruments. These national bank investment-grade standards are incorporated into statutes and regulations governing the investing authority of most state banks, and thus most state banks are required to adhere to these same investment grade standards. In June 2012, the regulator of national banks (the Office of the Comptroller of the Currency) revised its regulatory definition of “investment grade” to require a bank’s determination regarding whether “the issuer of a security has adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure.” While national banks may continue to consider credit ratings, they may not rely exclusively on such ratings and must conduct separate due diligence to confirm the investment grade of the instruments. These changes became fully effective January 1, 2013. In addition, new capital regulations were issued by the banking regulators in July 2013 that will determine the capital requirements of banks and bank holding companies without reference to the credit ratings assigned to the investment securities they hold and these capital regulations will become effective as early as January 1, 2014. As a result of these new regulations, investments in CMBS by depository institutions and their holding companies may result in greater capital charges to these financial institutions, and these new regulations may otherwise adversely affect the treatment of CMBS for their regulatory capital purposes.
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●
|
Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act added a provision, commonly referred to as the “Volcker Rule”, to federal banking laws to generally prohibit various covered banking entities from engaging in proprietary trading in securities and derivatives or acquiring or retaining an ownership interest in, sponsoring or having certain relationships with a hedge fund or private equity fund, subject to certain exemptions. The Volcker Rule also provides for certain supervised nonbank financial companies that engage in such activities or have such interests or relationships to be subject to additional capital requirements, quantitative limits or other restrictions. Section 619 became effective on July 21, 2012, subject to certain conformance periods, but proposed implementing rules have not been adopted. Although the Volcker Rule and the proposed implementing rules contain exemptions applicable to securitizations of loans, due to the lack of clarity as to the application of the Volcker Rule and these exemptions to certain securitized products as well as the fact that the implementing rules have not been finally adopted, we cannot assure you as to the effect of the Volcker Rule and the final implementing regulations on the ability or desire of certain investors subject to the Volcker Rule to invest in or to continue to hold commercial mortgage-backed securities, and as a result we cannot assure that the Volcker Rule as finally implemented will not adversely affect the market value or liquidity of the certificates. In addition, compliance with the rules may require or necessitate the sale of such securities by certain banking entities or nonbank financial companies at a time and in a manner that could result in losses to such holders.
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●
|
The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such
|
|
as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in commercial mortgage-backed securities for financial reporting purposes.
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●
|
For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.
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|
General
|
|
●
|
the purchase price for the certificates;
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●
|
the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the respective classes of offered certificates with principal balances; and
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|
●
|
the allocation of shortfalls and losses on the mortgage loans to the respective classes of offered certificates.
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|
●
|
a class of certificates that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if the rate of prepayment is relatively fast; and
|
|
●
|
a class of certificates that entitles the holders of the certificates to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that class if the rate of prepayment is relatively slow.
|
|
●
|
the terms of the mortgage loans, including, the length of any prepayment lockout period and the applicable yield maintenance charges and prepayment premiums and the extent to which the related mortgage loan terms may be practically enforced;
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|
●
|
the level of prevailing interest rates;
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●
|
the availability of mortgage credit;
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●
|
the master servicer’s or special servicer’s ability to enforce yield maintenance charges and prepayment premiums;
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●
|
the failure to meet certain requirements for the release of escrows;
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●
|
the occurrence of casualties or natural disasters; and
|
|
●
|
economic, demographic, tax, legal or other factors.
|
|
●
|
are based on, among other things, the economic characteristics of the mortgaged properties and other relevant structural features of the transaction;
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|
●
|
do not represent any assessment of the yield to maturity that a certificateholder may experience;
|
|
●
|
reflect only the views of the respective rating agencies as of the date such ratings were issued;
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●
|
may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information;
|
|
●
|
may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;
|
|
●
|
may reflect assumptions by such rating agencies regarding performance of the mortgage loans that are not accurate, as evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously issued CMBS during the recent credit crisis; and
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●
|
do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.
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|
●
|
changes in governmental regulations, zoning or tax laws;
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●
|
potential environmental or other legal liabilities;
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●
|
the availability of refinancing; and
|
|
●
|
changes in interest rate levels.
|
|
General
|
|
●
|
space in the mortgaged properties could not be leased or re-leased or substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;
|
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●
|
leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may be leased;
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|
●
|
a significant tenant were to become a debtor in a bankruptcy case;
|
|
●
|
rental payments could not be collected for any other reason; or
|
|
●
|
a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.
|
|
A Tenant Concentration May Result in Increased Losses
|
|
Mortgaged Properties Leased to Multiple Tenants Also Have Risks
|
|
Mortgaged Properties Leased to Borrowers or Borrower Affiliated Entities Also Have Risks
|
|
Tenant Bankruptcy Could Result in a Rejection of the Related Lease
|
|
Leases That Are Not Subordinated to the Lien of the Mortgage or Do Not Contain Attornment Provisions May Have an Adverse Impact at Foreclosure
|
|
Early Lease Termination Options May Reduce Cash Flow
|
|
●
|
if a borrower that owns or controls several mortgaged properties (whether or not all of them secure mortgage loans in the mortgage pool) experiences financial difficulty at one (1) mortgaged property, it could defer maintenance at another mortgaged property in order to satisfy current expenses with respect to the first mortgaged property;
|
|
●
|
a borrower could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting debt service payments on the mortgage loans in the mortgage pool secured by that borrower’s mortgaged properties (subject to the master servicer’s and the trustee’s obligation to make advances for monthly payments) for an indefinite period; and
|
|
●
|
mortgaged properties owned by the same borrower or related borrowers are likely to have common management, common general partners and/or common managing members increasing the risk that financial or other difficulties experienced by such related parties could have a greater impact on the pool of mortgage loans. See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” below.
|
|
●
|
the borrower (or its constituent members) may have difficulty servicing and repaying multiple loans;
|
|
●
|
the existence of another loan will generally also make it more difficult for the borrower to obtain refinancing of the related mortgage loan (or whole loan, if applicable) or sell the related mortgaged property and may thereby jeopardize repayment of the mortgage loan;
|
|
●
|
the need to service additional debt may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and the value of the mortgaged property may decline as a result;
|
|
●
|
if a borrower (or its constituent members) defaults on its mortgage loan and/or any other loan, actions taken by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the borrower could impair the security available to the issuing entity, including the mortgaged property, or stay the issuing entity’s ability to foreclose during the course of the bankruptcy case;
|
|
●
|
the bankruptcy of another lender also may operate to stay foreclosure by the issuing entity; and
|
|
●
|
the issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.
|
|
●
|
the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may fall as a result; and
|
|
●
|
the risk that it may be more difficult for the borrower to refinance these loans or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of such loans and the related additional debt at maturity.
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|
●
|
the availability of, and competition for, credit for commercial, multifamily or manufactured housing community real estate projects, which fluctuate over time;
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●
|
the prevailing interest rates;
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●
|
the net operating income generated by the mortgaged property;
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●
|
the fair market value of the related mortgaged property;
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|
●
|
the borrower’s equity in the related mortgaged property;
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●
|
significant tenant rollover at the related mortgaged properties (see “Risk Factors—The Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates May Present Special Risks—Retail Properties” and “—Office Properties” in the prospectus);
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●
|
the borrower’s financial condition;
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|
●
|
the operating history and occupancy level of the mortgaged property;
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|
●
|
reductions in applicable government assistance/rent subsidy programs;
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|
●
|
the tax laws; and
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●
|
prevailing general and regional economic conditions.
|
|
●
|
premiums for terrorism insurance coverage will likely increase;
|
|
●
|
the terms of such insurance may be materially amended to increase stated exclusions or to otherwise effectively decrease the scope of coverage available (perhaps to the point where it is effectively not available); and
|
|
●
|
to the extent that any policies contain “sunset clauses” (i.e., clauses that void terrorism coverage if the federal insurance backstop program is not renewed), then such policies may cease to provide terrorism insurance upon the expiration of TRIPRA.
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|
●
|
a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;
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●
|
these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and
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|
●
|
affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.
|
|
●
|
the COMM 2013-CCRE12 controlling class representative may have interests in conflict with those of the holders of some or all of the classes of certificates.
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●
|
with respect to the whole loan, although the COMM 2013-CCRE12 special servicer is not permitted to take actions which are prohibited by law or violate the servicing standard under the COMM 2013-CCRE12 pooling and servicing agreement or the terms of the related loan documents, it is possible that the COMM 2013-CCRE12 controlling class representative may direct the COMM 2013-CCRE12 special servicer to take actions with respect to such whole loan that conflict with the interests of the holders of certain classes of the certificates.
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●
|
may have special relationships and interests that conflict with those of holders of one or more classes of certificates;
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|
●
|
may act solely in its own interests, without regard to your interests;
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●
|
does not have any duties to any other person, including the holders of any class of certificates;
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●
|
may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and
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●
|
will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the directing holder or any director, officer, employee, agent or principal of the directing holder for having so acted.
|
|
Tax Considerations Relating to Foreclosure
|
|
Certain Federal Tax Considerations Regarding Original Issue Discount
|
|
REMIC Status
|
|
State and Local Tax Considerations
|
General
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●
|
Nineteen (19) Mortgage Loans (the “CGMRC Mortgage Loans”), representing approximately 41.6% of the Initial Pool Balance, were originated by Citigroup Global Markets Realty Corp., a New York corporation (“CGMRC”);
|
|
●
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Twenty-one (21) Mortgage Loans (the “SMF I Mortgage Loans”), representing approximately 28.8% of the Initial Pool Balance, were originated by Starwood Mortgage Capital LLC, a Delaware limited liability company (“SMC”);
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●
|
Four (4) Mortgage Loans (the “GSMC Mortgage Loans”), representing approximately 13.7% of the Initial Pool Balance, were originated by Goldman Sachs Mortgage Company, a New York limited partnership (“GSMC”);
|
|
●
|
Ten (10) Mortgage Loans (the “CCRE Mortgage Loans”), representing approximately 10.1% of the Initial Pool Balance, were originated by Cantor Commercial Real Estate Lending, L.P., a Delaware limited partnership (“CCRE Lending“); and
|
|
●
|
Eleven (11) Mortgage Loans (the “Bancorp Mortgage Loans”), representing approximately 5.7% of the Initial Pool Balance, were originated by The Bancorp Bank, a Delaware state-chartered bank (“Bancorp”).
|
Certain Calculations and Definitions
|
●
|
with respect to the Miracle Mile Shops Mortgage Loan, the calculation of the Cut-off Date LTV Ratio is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loans;
|
●
|
with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the Initial Pool Balance, the Cut-off Date Loan-to-Value Ratio was calculated based on an appraised value of $133,775,000, which takes into account the appraiser’s estimated value of the PILOT program of $2,775,000, as described above under “Risk Factors—Increases in Real Estate Taxes May Reduce Available Funds”. The Cut-off Date Loan-to-Value Ratio of such Mortgage Loan calculated without the value of the PILOT program is 61.0%; and
|
●
|
with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Devonshire Apartments, representing approximately 1.0% of the Initial Pool Balance, the Cut-off Date Loan-to-Value Ratio was calculated based on the Cut-off Date principal balance of related Mortgage Loan net of the related capital improvement reserve of $885,000. The Cut-off Date Loan-to-Value Ratio of such Mortgage Loan without netting the related reserve is 82.6%.
|
●
|
with respect to the Miracle Mile Shops Mortgage Loan, the calculation of the Debt Yield on Underwritten Net Cash Flow is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loans.
|
●
|
with respect to the Miracle Mile Shops Mortgage Loan, the calculation of the Debt Yield on Underwritten Net Operating Income is based on the aggregate principal balance of such Mortgage Loan and the related Companion Loans.
|
●
|
with respect to the Miracle Mile Shops Mortgage Loan, the calculation of the DSCR is based on the Annual Debt Service of such Mortgage Loan and the related Companion Loans.
|
●
|
with respect to the Miracle Mile Shops Mortgage Loan, the calculation of the LTV Ratio at Maturity/ARD is based on the aggregate balloon balance of such Mortgage Loan and the related Companion Loans;
|
●
|
with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the Initial Pool Balance, the Maturity Date/ARD Loan-to-Value Ratio was calculated based on an appraised value of $133,775,000, which takes into account the appraiser’s estimated value of the PILOT program of $2,775,000, as described above under “Risk Factors—Increases in Real Estate Taxes May Reduce Available Funds,” and the Maturity Date/ARD Loan-to-Value Ratio of such Mortgage Loan calculated without the value of the PILOT program is 49.5%; and
|
●
|
with respect to the Mortgage Loans secured by the Mortgaged Properties or portfolio of Mortgaged Properties identified in the table below, the respective LTV Ratio at Maturity/ARD was calculated using the related “as stabilized” Appraised Values, as opposed to the “as-is” Appraised Values, each as set forth below.
|
Mortgaged Property Name
|
% of Initial
Pool Balance
|
Maturity Date/
ARD LTV Ratio
(“As Stabilized”)
|
“As Stabilized”
Appraised Value
|
Maturity
Date/ARD
LTV Ratio
(“As-Is”)
|
“As-Is”
Appraised
Value
|
|||||||
Ernst & Young Tower
|
10.6%
|
59.8%
|
$145,000,000
|
64.2%
|
$135,000,000
|
|||||||
Renaissance Woodbridge
|
4.0%
|
53.7%
|
$58,200,000
|
59.0%
|
$53,000,000
|
|||||||
Kings Crossing
|
3.2%
|
61.9%
|
$37,630,000
|
62.1%
|
$37,480,000
|
|||||||
Holiday Inn Columbia
|
1.7%
|
27.5%
|
$27,000,000
|
30.5%
|
$24,300,000
|
|||||||
SpringHill Suites - Willow Grove, PA
|
1.6%
|
43.6%
|
$24,000,000
|
52.0%
|
$20,100,000
|
|||||||
Keystone Plaza
|
1.5%
|
50.8%
|
$21,050,000
|
51.4%
|
$20,800,000
|
|||||||
Courtyard by Marriott - Homestead, FL
|
1.3%
|
55.9%
|
$16,600,000
|
60.3%
|
$15,400,000
|
|||||||
Devonshire Apartments
|
1.0%
|
62.3%
|
$13,900,000
|
78.7%
|
$11,000,000
|
|||||||
Springhill Suites Quakertown
|
1.0%
|
46.3%
|
$14,000,000
|
49.8%
|
$13,000,000
|
|||||||
Canyon View Marketplace
|
0.6%
|
54.3%
|
$8,650,000
|
55.5%
|
$8,450,000
|
|||||||
Churton Grove Center
|
0.6%
|
60.5%
|
$7,500,000
|
61.6%
|
$7,370,000
|
|||||||
Walgreens - Rock Hill, SC
|
0.4%
|
50.3%
|
$6,450,000
|
60.1%
|
$5,400,000
|
Statistical Characteristics of the Mortgage Loans
|
All Mortgage Loans
|
|
Initial Pool Balance(1)
|
$867,030,987
|
Number of Mortgage Loans
|
65
|
Number of Mortgaged Properties
|
70
|
Average Cut-off Date Mortgage Loan Balance
|
$13,338,938
|
Weighted Average Mortgage Loan Rate(2)
|
5.1308%
|
Range of Mortgage Loan Rates(2)
|
4.3300% - 5.8760%
|
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)
|
65.2%
|
Weighted Average Maturity Date/ARD Loan-to-Value Ratio(2)(3)(4)
|
55.7%
|
Weighted Average Cut-off Date Remaining Term to Maturity or Anticipated Repayment Date (months)(4)
|
104
|
Weighted Average Cut-off Date DSCR(2)
|
1.59x
|
Full-Term Amortizing Balloon Mortgage Loans(4)
|
45.0%
|
Partial Interest-Only Balloon Mortgage Loans
|
39.9%
|
Interest-Only Balloon Mortgage Loans
|
15.0%
|
|
(1)
|
Subject to a permitted variance of plus or minus 5%.
|
|
(2)
|
With respect to the Mortgage Loan that is part of the Whole Loan, the related companion loans are included for the purposes of calculating the Cut-off Date Loan-to-Value Ratio, Maturity Date/ARD Loan-to-Value Ratio and Cut-off Date DSCR. Other than as specifically noted, the Cut-off Date Loan-to-Value Ratio, Maturity Date/ARD Loan-to-Value Ratio, Cut-off Date DSCR and Mortgage Loan Rate information for each Mortgage Loan is presented in this prospectus supplement without regard to any other indebtedness (whether or not secured by the related Mortgaged Property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future.
|
|
(3)
|
Unless otherwise indicated, the Cut-off Date Loan-to-Value Ratio and the Maturity Date/ARD Loan-to-Value Ratio are calculated utilizing the “as-is” appraised value. However, in the case of certain Mortgage Loans, the Maturity Date/ARD Loan-to-Value Ratio was calculated using an “as stabilized” or “as renovated” appraised value instead of the related “as-is” appraised value. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement for further information regarding those Mortgage Loans. In addition, (i) with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the Initial Pool Balance, each of the Cut-off Date Loan-to-Value Ratio and the Maturity Date/ARD Loan-to-Value Ratio was calculated based on the appraised value of $133,775,000, which takes into account the appraiser’s estimated value of the PILOT program of $2,775,000, as described above under “Risk Factors—Increases in Real Estate Taxes May Reduce Available Funds,” and (ii) with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Devonshire Apartments, representing approximately 1.0% of the Initial Pool Balance, the Cut-off Date Loan-to-Value Ratio was calculated based on the Cut-off Date principal balance of related Mortgage Loan net of the related capital improvement reserve of $885,000. The Cut-off Date Loan-to-Value Ratios of those two (2) Mortgage Loans, without regard to the adjustments described in the preceding sentence, would result in a weighted average Cut-off Date Loan-to-Value Ratio for the Mortgage Pool of 65.4%. The Maturity Date/ARD Loan-to-Value Ratio of The Outlet Shoppes at Atlanta Mortgage Loan, without regard to the adjustment described in clause (i) of the second preceding sentence, would result in a weighted average Maturity Date/ARD Loan-to-Value Ratio for the Mortgage Pool of 55.8%.
|
|
(4)
|
Includes the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Marianos Elmhurst, representing approximately 1.7% of the Initial Pool Balance as of the Cut-off Date, that has an Anticipated Repayment Date and is assumed to mature and pay in full on its Anticipated Repayment Date.
|
|
Retail Properties
|
|
Office Properties
|
|
Hospitality Properties
|
Mortgaged Property Name
|
Percentage (%) of the Initial Pool
Balance by Allocated Loan Amount |
Expiration Year for Related
License/Franchise Management Agreement
|
Mortgage Loan
Maturity Date
|
|||
Best Western Oceanfront
|
0.6%
|
2013(1)
|
November 5, 2023
|
(1)
|
The borrower’s agreement with Best Western International, Inc. provides that the related management agreement will be automatically renewed for a successive one-year period subject to the borrower’s payment of the annual fees.
|
|
Mixed Use Properties
|
|
Multifamily Properties
|
|
Self Storage Properties
|
|
Industrial Properties
|
|
Specialty Use Concentrations
|
|
Mortgage Loan Concentrations
|
Aggregate Cut-off
Date Balance
|
% of Initial
Pool Balance
|
|||||||
Top Loan
|
$ | 92,000,000 | 10.6 | % | ||||
Top 5 Loans
|
$ | 331,737,021 | 38.3 | % | ||||
Top 10 Loans
|
$ | 433,604,394 | 50.0 | % | ||||
Largest Related-Borrower Concentration(1)
|
$ | 75,397,425 | 8.7 | % | ||||
Next Largest Related-Borrower Concentration
|
$ | 35,025,145 | 4.0 | % |
(1)
|
Excluding single-borrower Mortgage Loans that are not related to a borrower under any other Mortgage Loans.
|
Loan Name
|
Cut-off Date
Principal Balance
|
% of Initial
Pool Balance
|
|||||||||||
Rivergate Station
|
$ | 21,562,500 | 2.5 | % | |||||||||
Park Place Shopping Center
|
17,850,000 | 2.1 | |||||||||||
Riverwalk Plaza
|
15,300,000 | 1.8 | |||||||||||
The Center at Stockton
|
12,484,925 | 1.4 | |||||||||||
Hagerstown Shopping Center
|
8,200,000 | 0.9 | |||||||||||
Total
|
$ | 75,397,425 | 8.7 | % | |||||||||
666 Old Country Road
|
$ | 13,100,000 | 1.5 | % | |||||||||
100 Merrick Road
|
11,975,145 | 1.4 | |||||||||||
114 Old Country Road
|
9,950,000 | 1.1 | |||||||||||
Total
|
$ | 35,025,145 | 4.0 | % | |||||||||
|
|||||||||||||
Steele Creek Crossing
|
$ | 9,526,000 | 1.1 | % | |||||||||
Cherry Road Crossing
|
9,275,000 | 1.1 | |||||||||||
Denton Towne Crossing
|
5,940,000 | 0.7 | |||||||||||
Total
|
$ | 24,741,000 | 2.9 | % | |||||||||
South Industrial Portfolio
|
$ | 9,489,136 | 1.1 | % | |||||||||
710 Avis and Liberty Plaza Portfolio
|
6,392,659 | 0.7 | |||||||||||
Total
|
$ | 15,881,795 | 1.8 | % |
State
|
Number of
Mortgaged
Properties
|
Aggregate
Cut-off Date Balance
|
% of Initial
Pool Balance
|
||||||||||||
Ohio
|
3 | $ | 104,193,731 | 12.0 | % | ||||||||||
California
|
3 | $ | 80,334,925 | 9.3 | % | ||||||||||
Georgia
|
1 | $ | 79,902,085 | 9.2 | % | ||||||||||
Nevada
|
1 | $ | 75,000,000 | 8.7 | % | ||||||||||
Florida
|
11 | $ | 70,727,392 | 8.2 | % | ||||||||||
New York
|
6 | $ | 63,775,145 | 7.4 | % |
|
(1)
|
Because this table presents information relating to Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that is one of multiple Mortgaged Properties securing a particular Mortgage Loan is based on an allocated loan amount as stated in Annex A to this prospectus supplement.
|
|
●
|
Mortgaged Properties located in California, New York, Texas, Nevada, Florida, North Carolina, Georgia, Tennessee, Louisiana, South Carolina and Washington are more susceptible to certain hazards (such as earthquakes, floods or hurricanes) than properties in other parts of the country.
|
|
●
|
Mortgaged Properties located in coastal states, which includes Mortgaged Properties located in, for example, New York, Texas, Florida, North Carolina, Georgia, Louisiana and South Carolina, also may be more generally susceptible to floods or hurricanes than properties in other parts of the country. Recent hurricanes in the Northeast, and Mid-Atlantic States, Gulf Coast region and in Florida have resulted in severe property damage as a result of the winds and the associated flooding. On October 29, 2012, Hurricane Sandy made landfall approximately five miles southwest of Atlantic City, New Jersey, causing extensive damage to coastal and inland areas in the eastern United States, including New York City, where certain of the Mortgaged Properties are located. The damage to the affected areas included, among other things, flooding, wind and water damage, forced evacuation, and fire damage. The cost of the hurricane’s impact, due to the physical damage it caused, as well as the related economic impact, is expected to be significant for some period of time, particularly in the areas most directly damaged by the storm. The Mortgage Loans do not all require flood insurance on the related Mortgaged Properties unless they are in a flood zone and flood insurance is available. We cannot assure you that any hurricane damage would be covered by insurance.
|
|
●
|
Mortgaged Properties located in the states that stretch from Texas to Canada, with its core centered in northern Texas, as well as in the southern United States and particularly the northern and central parts of Mississippi, are prone to tornados. Although Florida is one of the most tornado prone states, most tornados in Florida do not approach the strength of many that occur in other tornado prone states.
|
|
●
|
Mortgaged Properties, securing approximately 8.2%, 3.2% and 2.6% of the Initial Pool Balance by allocated loan amount, are located in Florida, Louisiana and Texas, respectively, among other places, which may be adversely affected by events such as the oil platform explosion and subsequent oil spill that occurred in the Gulf of Mexico in April 2010. These events and similar events could lead to a regional economic downturn for the gulf coast region of the United States.
|
|
●
|
In addition, certain of the Mortgaged Properties are located in cities or states that are currently facing or may face a depressed real estate market, which is not due to any natural disaster but which may cause an overall decline in property values.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as South Industrial Portfolio, representing approximately 1.1% of the Initial Pool Balance, the Mortgaged Property comprises all three units in a condominium regime. The related borrower owns 100% of the units in such condominium regime and controls the condominium board.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Market Strategies Building, representing approximately 0.8% of the Initial Pool Balance, the Mortgaged Property comprises one unit in an eight-unit condominium development, representing approximately 15.81% of the condominium regime. The related borrower does not have control over the condominium association. However, the related condominium documents and estoppels prohibit the condominium board from, among other things, (i) amending the condominium declaration, bylaws and any other rules or regulations promulgated by the condominium association without the lender’s consent and (ii) approving an annual common areas budget in excess of $20,000 without the consent of a majority of condominium unit owners.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 710 Avis and Liberty Plaza Portfolio, representing approximately 0.7% of the Initial Pool Balance, the Mortgaged Property comprises two units in a twenty-unit condominium regime, representing approximately 5.98% of the condominium regime. The related borrower is required to pay annual assessments for the upkeep of common elements. The related borrower does not have control over the condominium association. However, the related loan documents prohibit the related borrower from, among other things (i) voting for any modification of the condominium documents without the lender’s prior written consent, (ii) voting against repairing or rebuilding the condominium units in the event of destruction without the lender’s prior written consent or (iii) otherwise exercising any material approval, consent or voting rights without the lender’s prior written consent. In the event of the termination of the condominium regime the Mortgaged Property can continue to operate unaffected.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 340 Court Street, representing approximately 0.5% of the Initial Pool Balance, the Mortgaged Property consists of a retail condominium unit in a three-unit condominium regime comprised of the Mortgaged Property, the other retail condominium unit and one residential condominium unit. The related borrower does not control the common condominium board and has a 4.17% interest in the condominium common elements. However, the condominium documents prohibit the condominium board from (i) taking any action that affects, diminishes or impairs any of the rights, privileges or powers granted to lender as mortgagee of the retail unit, (ii) adopting any budget, rule or regulation, or imposing any common charges that would disproportionately affect the operation, value or use of the Mortgaged Property and (iii) taking any action that would materially adversely affect the operation, value or use of the Mortgaged Property, without the lender’s consent.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Plantation Center, representing approximately 0.4% of the Initial Pool Balance, the Mortgaged Property consists of 11 of the 13 total units in the Plantation Center condominium (72% interest) and all four of the units in the Hunter Building condominium (100% interest). The related borrower controls both condominium associations, and at least a 67% vote is required to amend the related condominium documents.
|
|
●
|
substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;
|
|
●
|
the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;
|
|
●
|
any borrower that does not meet single purpose entity criteria may not be restricted from incurring unsecured debt or mezzanine debt;
|
|
●
|
the terms of certain Mortgage Loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the Mortgage Loans, which may constitute a contingent reimbursement obligation of the related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee;
|
|
●
|
although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of the limited partnership or non-managing membership equity interests in a borrower or less than a controlling interest of any other equity interests in a borrower; and
|
|
●
|
certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific percentage of ownership interests.
|
Mortgaged Property
|
Mortgage Loan
Cut-off Date
Balance
|
Companion Loan
Cut-off Date
Balance
|
Cut-off Date
Whole Loan
Balance
|
Companion
Loan Rate
|
Cut-off Date
Whole Loan
LTV
|
Whole Loan DSCR |
||||||||
Miracle Mile Shops
|
$ | 75,000,000 | $505,000,000 | 580,000,000 | 5.2500% | 62.7% | 1.24x |
Mortgaged Property
|
Mortgage Loan
Cut-off Date Balance |
Other Debt Cut-off
Date Balance |
Cut-off Date Total
Debt Balance |
Total Debt
Interest Rate |
Cut-off Date
Total Debt LTV |
Total Debt DSCR
|
||||||
Ernst & Young Tower
|
$92,000,000
|
$27,053,516
|
$119,053,516
|
5.9445%
|
88.2%
|
0.92x
|
Mortgaged Property
|
Mortgage Loan
Cut-off Date
Balance |
Combined
Maximum LTV Ratio |
Combined
Minimum DSCR |
Combined
Minimum Debt Yield |
||||||||||||
Miracle Mile Shops(1)
|
$ | 75,000,000 | (2) | 65.0 | % | 1.20 | x | 7.925 | % | |||||||
Old Mill District
|
$ | 18,954,873 | 85.0 | % | 1.25 | x | N/A | |||||||||
The Atrium
|
$ | 11,987,768 | 77.0 | % | 1.10 | x | 8.40 | % |
(1)
|
In addition to the permitted mezzanine loan referenced above, the related Mortgage Loan documents permit equity holders in the related borrower to pledge their indirect interests in the related borrower provided, among other things, that such pledge secures a financing or investment (i) that is also secured by an interest in substantial properties other than the Mortgaged Property and (ii) that does not secure an obligation to any other holder of a direct or indirect interest in the borrower.
|
(2)
|
The outstanding principal balance of the Miracle Mile Shops Whole Loan as of the Cut-off Date is $580,000,000.
|
|
●
|
that were remediated or abated before the origination date of the related Mortgage Loan or are anticipated to be remediated or abated before the Closing Date;
|
|
●
|
for which an operations and maintenance plan, abatement as part of routine maintenance or periodic monitoring of the Mortgaged Property or nearby properties will be in place or recommended;
|
|
●
|
for which an escrow, guaranty or letter of credit for the remediation will have been established pursuant to the terms of the related Mortgage Loan;
|
|
●
|
for which an environmental insurance policy will have been obtained from a third party insurer;
|
|
●
|
for which the principal of the borrower or another financially responsible party will have provided an indemnity or will have been required to take, or will be liable for the failure to take, such actions, if any, with respect to such matters as will have been required by the applicable governmental authority or recommended by the environmental reports;
|
|
●
|
for which such conditions or circumstances will have been investigated further and the environmental consultant will have recommended no further action or remediation;
|
|
●
|
as to which the borrower or other responsible party will have obtained, or will be required to obtain post closing, a “no further action” letter or other evidence that governmental authorities would not be requiring further action or remediation;
|
|
●
|
that would not require substantial cleanup, remedial action or other extraordinary response under environmental laws; or
|
|
●
|
for which the related borrower will have agreed to seek a “case closed” or similar status for the issue from the applicable governmental agency.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Sawgrass Apartments, representing approximately 1.1% of the Initial Pool Balance, the related Mortgage Loan refinanced a discounted pay-off of a previously defaulted mortgage loan that was then in forbearance secured by the related Mortgaged Property. The Mortgage Loan discharged the discounted pay-off amount of the prior loan in full.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Atlantic Station Shopping Center, representing approximately 1.0% of the Initial Pool Balance, the related Mortgage Loan refinanced a discounted pay-off of a previously defaulted mortgage loan that was then in forbearance secured by the related Mortgaged Property. The Mortgage Loan represented approximately 92.7% of the discounted pay-off amount, with the remainder as well as closing costs supplied by an unsecured loan from an affiliate of the related borrower.
|
|
●
|
With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as 666 Old Country Road, 100 Merrick Road and 114 Old Country Road, representing approximately 1.5%, 1.4% and 1.1%, of the Initial Pool Balance, respectively, the non-economic managing member of the sole member of each borrower has been the non-economic
|
|
|
managing member on sixteen (16) loans secured by properties unrelated to the Mortgaged Properties that resulted in lender foreclosures, deeds-in-lieu of foreclosure or other lender relief actions. The sole member is an entity which was formed in 1986 and has been an active investor in commercial real estate during the ensuing time period through the present.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Miracle Mile Shops, representing approximately 8.7% of the Initial Pool Balance, since 2008, certain entities affiliated and controlled by one or more of the related non-recourse carveout guarantors have been a party to three foreclosure or deed-in-lieu of foreclosure actions in connection with defaulted commercial mortgage loans secured by properties unrelated to the Mortgaged Property.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as One Union Square, representing approximately 5.8% of the Initial Pool Balance, General Growth Properties, Inc., which owns a 50% indirect equity interest in the related borrower, filed for Chapter 11 bankruptcy on April 16, 2009. General Growth Properties, Inc. emerged from bankruptcy on November 8, 2010. See “Certain Legal Aspects of the Mortgage Loans—Bankruptcy Issues” in the prospectus.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as SpringHill Suites – Willow Grove, PA, representing approximately 1.6% of the Initial Pool Balance, the related non-recourse carveout guarantor was charged with insider trading by the SEC in 2004 relating to the trading of securities issued by a company that was the target of an acquisition by Dick’s Sporting Goods, Inc. The non-recourse guarantor agreed to a settlement in the amount of $43,827. In addition, the non-recourse guarantor is currently involved in litigation relating to a defaulted commercial mortgage loan secured by property unrelated to Mortgaged Property, along with the transfer of such unrelated property to the lender pursuant to a deed-in-lieu of foreclosure.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Keystone Plaza, representing approximately 1.5% of the Initial Pool Balance, the related non-recourse carveout guarantor was the 40% owner and manager of a borrower entity and was the recourse carveout guarantor under a commercial mortgage loan secured by real property unrelated to the Mortgaged Property and owned by the borrowing entity. The loan was foreclosed on in August 2009, and the borrower filed a Chapter 11 bankruptcy action in October 2009. Title to the mortgaged property was subsequently transferred to the related lender through a deed-in-lieu of foreclosure. Additionally, in 2008, a separate borrower entity indirectly owned and controlled by the related non-recourse guarantor secured a construction loan which was to be converted into a permanent loan upon completion of certain construction and satisfaction of a specified loan to value test. The lender under such construction loan alleged that the loan to value test was not satisfied and refused to convert the construction loan into a permanent loan. The entity affiliated with the related non-recourse carveout guarantor commenced a lawsuit against the construction lender based on its failure to convert the construction loan to a permanent loan, and on June 24, 2013, the borrower entity and construction lender entered into a settlement agreement wherein the construction lender agreed to accept a 4% discounted pay-off provided such amount is received by September 30, 2013. Lastly, certain other commercial mortgage borrowing entities affiliated with the related borrower were parties to five (5) commercial mortgage loans secured by property unrelated to the Mortgaged Property maturing in October 2009, which loans were foreclosed and subsequently satisfied through negotiated discounted pay-offs.
|
Tenant Issues
|
|
●
|
the financial effect of the absence of rental income may be severe;
|
|
●
|
more time may be required to re-lease the space; and
|
|
●
|
substantial capital costs may be incurred to make the space appropriate for replacement tenants.
|
|
●
|
Six (6) of the Mortgaged Properties, securing in whole or in part six (6) Mortgage Loans, and collectively representing approximately 4.2% of the Initial Pool Balance by allocated loan amount, are leased to a single tenant.
|
|
●
|
No Mortgaged Property leased to a single tenant secures a Mortgage Loan representing more than approximately 1.7% of the Initial Pool Balance.
|
|
●
|
Conn’s Inc. is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 5.7%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
TJ Maxx is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 4.3%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
Dollar Tree is a tenant at each of three (3) Mortgaged Properties, and such Mortgaged Properties secure approximately 3.6%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
Food Lion is a tenant at each of three (3) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.9%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
Ace Hardware is a tenant at each of three (3) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.7%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
Bi-Lo is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.2%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
Firehouse Subs is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.0%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
|
|
●
|
In certain cases, the lease of a single tenant, major tenant or anchor tenant at a multi-tenanted Mortgaged Property expires prior to the maturity date of the related Mortgage Loan, as set forth on Annex A to this prospectus supplement.
|
|
●
|
With respect to the Mortgage Loans secured by the Mortgaged Properties identified in the table below, one or more tenant leases representing in the aggregate 50% or greater of the net rentable square footage of the related Mortgaged Property expire in the same calendar year prior to or the same year as the maturity of the related Mortgage Loan. There may be other Mortgaged Properties as to which leases representing at least 50% or greater of the net rentable square footage of the related Mortgaged Property expire over several calendar years prior to maturity of the related Mortgage Loan.
|
Mortgaged Property Name
|
Percent of the
Initial Pool Balance by
Allocated Loan Amount |
Percentage
of Leases Expiring |
Calendar Year of Expiration
|
Maturity Date
|
||||
Town Center at Twin Hickory
|
1.3%
|
57.6%
|
2021
|
10/6/2023
|
||||
Steele Creek Crossing
|
1.1%
|
74.9%
|
2020
|
10/6/2023
|
||||
Renton Central Highlands Plaza
|
0.8%
|
75.0%
|
2018
|
11/5/2023
|
||||
710 Avis and Liberty Plaza Portfolio
|
0.7%
|
66.2%
|
2017
|
11/6/2023
|
||||
Denton Towne Crossing
|
0.7%
|
50.7%
|
2017
|
10/6/2023
|
||||
Churton Grove Center
|
0.6%
|
59.2%
|
2023
|
11/6/2023
|
||||
Plantation Center
|
0.4%
|
50.4%
|
2015
|
11/6/2018
|
||||
Willow Pond Plaza
|
0.3%
|
56.9%
|
2023
|
11/5/2023
|
|
●
|
In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material portion (but less than 50%) of the net rentable square footage of the related Mortgaged Property that expire in a single calendar year prior to, or shortly after, the maturity of the related Mortgage Loan.
|
|
●
|
With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as Market Strategies Building, representing collateral for approximately 0.8% of the Initial Pool Balance, the lease for the single tenant at such Mortgaged Property expires in July 2023, prior to the maturity date of such Mortgage Loan in November 2023.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Office Depot, representing approximately 0.3% of the Initial Pool Balance, the sole tenant has the option to terminate its lease from January 31, 2019 to January 31, 2020, subject to a termination fee of $150,000.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the Initial Pool Balance, three of the five largest tenants (Saks Fifth Avenue Off Fifth, Love Culture and Columbia Sportswear), collectively representing approximately 11.5% of the net rentable square footage at such Mortgaged Property, have a termination option based on failure to meet certain sales targets.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Old Mill District, representing approximately 2.2% of the Initial Pool Balance, two of the five largest tenants (The Gap, Inc. and Banana Republic), collectively representing approximately 9.7% of the net rentable square footage at such Mortgaged Property, have a termination option based on failure to meet certain sales targets.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the Initial Pool Balance, each of the five largest tenants (Saks Fifth Avenue Off Fifth, Nike, Love Culture, Columbia Sportswear and Brooks Brothers), collectively representing approximately 17.2% of the net rentable square footage at such Mortgaged Property, may pay reduced rent or terminate their respective leases if a specified percentage of such Mortgaged Property is unoccupied or certain tenants go dark.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Kings Crossing, representing approximately 3.2% of the Initial Pool Balance, the second largest tenant at the Mortgaged Property, Conn’s Inc., representing 22.4% of the net rentable
|
square footage at such Mortgaged Property, may pay reduced rent or terminate its lease if two or more of tenants Petsmart, World Market, Pier One or Lowe’s go dark.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Old Mill District, representing approximately 2.2% of the Initial Pool Balance, three of the five largest tenants (Regal Cinemas, The Gap, Inc. and Banana Republic), collectively representing approximately 45.8% of the net rentable square footage at such Mortgaged Property, may pay reduced rent or terminate their respective leases if a specified percentage of such Mortgaged Property is unoccupied or certain tenants go dark.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, representing approximately 9.2% of the Initial Pool Balance, the largest tenant, Saks Fifth Avenue Off Fifth, representing approximately 6.7% of the net rentable square footage at such Mortgaged Property, may go dark at any time.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Marianos Elmhurst, representing approximately 1.7% of the Initial Pool Balance, the single tenant, Mariano’s Fresh Market, may go dark at any time.
|
|
●
|
With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as Walgreens - Rock Hill, SC, representing in the aggregate approximately 0.4% of the Initial Pool Balance, each such Mortgaged Property is ground leased or leased to a single tenant, and the related tenants all have the right to go dark at any time.
|
|
●
|
With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, securing approximately 9.2% of the Initial Pool Balance, five tenants (C Wonder, Charlie’s Steakery, Isaac Mizrahi, Villa Pizza and Vineyard Vines), representing approximately
|
|
2.5% of the net rentable area, have executed leases but are not yet open or paying rent: Charlie’s Steakery, Villa Pizza and Vineyard Vines are expected to take occupancy and begin paying rent in November 2013. C Wonder is expected to take occupancy and begin paying rent in January 2014. Isaac Mizrahi is expected to take occupancy and begin paying rent in April 2014.
|
|
●
|
With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as 340 Court Street, securing approximately 0.5% of the Initial Pool Balance, the sole tenant, TD Bank, N.A. is not yet in occupancy but its lease term has commenced. The tenant is expected to take physical occupancy upon completion of certain tenant improvement work. A free rent reserve in the amount of $98,496 was established on the closing date of the Mortgage Loan, which amounts cover the estimated cost to complete the tenant improvement work and base rent due each month through and including January 2014.
|
|
●
|
With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as 540 Officenter Place, securing approximately 0.3% of the Initial Pool Balance, OSU Internal Medicine, which currently occupies approximately 16.9% of the net rentable area of the Mortgage Property, has executed a lease expansion for an additional 3.1% of net rentable area of the Mortgaged Property, but has not yet taken occupancy of the additional area. The tenant is expected to take physical occupancy of the additional area upon completion of certain tenant improvement work. The tenant’s rent will remain unchanged following the expansion.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Kings Crossing, representing approximately 3.2% of the Initial Pool Balance, tenant Conn’s Inc. is in occupancy but has not yet commenced paying rent. A tenant improvement and leasing commission reserve in the amount of $1,394,651 was established at origination to cover base rent due each month until the tenant commences paying rent. Conn’s Inc. is expected to commence paying rent in February 2014.
|
|
●
|
With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as 666 Old Country Road, 100 Merrick Road and 114 Old Country Road, representing approximately 4.0% of the Initial Pool Balance, which Mortgage Loans were structured as Shari’ah compliant Mortgage Loans, each related borrower master leases the entire Mortgaged Property to an affiliated entity, which affiliated entity subleases the related Mortgaged Property to the inline tenants occupying space at the related Mortgaged Property.
|
|
●
|
With respect to each of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as 666 Old Country Road, 100 Merrick Road and 114 Old Country Road, representing approximately 4.0% of the Initial Pool Balance, which Mortgage Loans were structured as Shari’ah compliant Mortgage Loans, each related borrower master leases the entire Mortgaged Property to an affiliated entity, which affiliated entity subleases the Mortgaged Property to the inline tenants occupying space at the Mortgaged Property.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 22 East 60th, representing approximately 1.8% of the Initial Pool Balance, French Institute Alliance Française, the sole member of the borrower and non-recourse carveout guarantor under the Mortgage Loan, leases approximately 94.5% of the net rentable area and which lease accounts for approximately 77.2% of the underwritten base rent at the Mortgaged Property. Because French Institute Alliance Française is a not-for-profit entity, the related borrower’s ability to make payments on such Mortgage Loan is based on the continued payment of rent for the remaining space at the Mortgaged Property, which is leased to a restaurant, and the ability of such not-for-profit entity to raise sufficient funds to make such payments. See “Structural and Collateral Term Sheet—22 East 60th” in Annex B to this prospectus supplement and “Risk Factors—The Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates May Present Special Risks—Private Schools and Other Cultural and Educational Institutions” in the prospectus.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 114 Old Country Road, representing approximately 1.1% of the Initial Pool Balance, Citibank, N.A. has leased 4,698 square feet of the net rentable area at the related Mortgaged Property, which represents approximately 4.1% of the net rentable area. Citibank, N.A. is the certificate administrator, certificate registrar and custodian of this securitization transaction. Citibank, N.A. is also affiliated with the Depositor, CGMRC, a Sponsor, and Citigroup Global Markets Inc., an underwriter.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Renton Central Highlands Plaza, representing approximately 0.8% of the Initial Pool Balance, the related borrower is not required to obtain property insurance coverage with respect to the space occupied by the largest tenant, which occupies approximately 36.2% of the net rentable area of the Mortgaged Property.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Office Depot, representing approximately 0.3% of the Initial Pool Balance, the related borrower is permitted to rely on the property insurance coverage obtained by the sole tenant as required under its lease.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Walgreens – Rock Hill, SC representing approximately 0.4% of the Initial Pool Balance, the related single tenant, Walgreens, is permitted under the related Mortgage Loan documents to self insure or to maintain its own insurance policies pursuant to its lease in lieu of the related borrower’s maintenance of such insurance policies so long as: (i) such lease is in full force and effect, (ii) such lease obligates Walgreens to provide the insurance required under the Mortgage Loan documents, (iii) Walgreens or its parent maintains a long term senior unsecured credit rating from S&P of at least “BBB+” (or its equivalent from another rating agency), and (iv) Walgreens maintains a net worth of at least $300,000,000.
|
|
●
|
With respect to the loan-to-value ratios at maturity of 12 Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified in the definitions of “LTV Ratio at Maturity/ARD” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement, the related LTV Ratio at Maturity/ARD reflected in this prospectus supplement is calculated using an “as stabilized” appraised value.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as The Outlet Shoppes at Atlanta, each of the Cut-off Date LTV Ratio and the Maturity Date/ARD LTV Ratio was calculated based on the appraised value of $133,775,000, which takes into account the appraiser’s estimated value of the PILOT program of $2,775,000, as described above under “Risk Factors—Increases in Real Estate Taxes May Reduce Available Funds.” The Cut-off Date LTV Ratio and the Maturity Date/ARD LTV Ratio without taking into account the value of the PILOT Program are 61.0% and 49.5%, respectively.
|
Due Date
|
Default Grace
Period Days |
Number of
Mortgage Loans |
% of Initial
Pool Balance
|
|||||||||
6
|
0 | 53 | 85.6 | % | ||||||||
6
|
3 | (1) | 1 | 8.7 | ||||||||
5
|
0 | 11 | 5.7 | |||||||||
Total
|
65 | 100.0 | % |
(1)
|
One (1) Mortgage Loan allows for a 3-day grace period permitted for one monthly payment per calendar year, other than the payment due on the maturity date.
|
|
●
|
will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing conditions; and
|
|
●
|
if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions are not satisfied within specified time periods.
|
|
●
|
no event of default has occurred;
|
|
●
|
the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;
|
|
●
|
a Rating Agency Confirmation has been obtained from each Rating Agency;
|
|
●
|
the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and
|
|
●
|
the assumption fee has been received (which assumption fee will be paid applied as described under “The Pooling and Servicing Agreement—Application of Penalty Charges and Modification Fees” in this prospectus supplement, but will in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.
|
Open Periods
(Payments) |
Number of
Mortgage Loans
|
% of Initial Pool
Balance |
||||||
3
|
12 | 12.9 | % | |||||
4
|
46 | 68.7 | ||||||
5
|
4 | 5.9 | ||||||
6
|
1 | 0.3 | ||||||
7
|
1 | 10.6 | ||||||
10
|
1 | 1.7 | ||||||
Total
|
65 | 100.0 | % |
|
●
|
the Miracle Mile Shops Mortgage Loan and the Companion Loans are of equal priority with each other and no portion of any of them will have priority or preference over any portion of the other or security therefor;
|
|
●
|
all payments, proceeds and other recoveries on or in respect of the Whole Loan or the related Mortgaged Property will be applied to the Miracle Mile Shops Mortgage Loan and the Companion Loans on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required reserves or escrows required by the related Mortgage Loan documents, insurance proceeds or condemnation awards to be applied to restoration or repair of the Mortgaged Property and payment and reimbursement rights of the COMM 2013-CCRE12 Master Servicer, the COMM 2013-CCRE12 Special Servicer, the related operating advisor, the related certificate administrator and the COMM 2013-CCRE12 Trustee) in accordance with the terms of the Co-Lender Agreement and the COMM 2013-CCRE12 Pooling and Servicing Agreement; and
|
|
●
|
costs, fees, expenses, losses and shortfalls relating to the Whole Loan will be allocated, on a pro rata and pari passu basis, to the Miracle Mile Shops Mortgage Loan and the Companion Loans in accordance with the terms of the Co-Lender Agreement and the COMM 2013-CCRE12 Pooling and Servicing Agreement.
|
|
●
|
do not cover all of the matters that we would review in underwriting a Mortgage Loan;
|
|
●
|
should not be viewed as a substitute for a reunderwriting of the Mortgage Loans; and
|
|
●
|
in some respects represent an allocation of risk rather than a confirmed description of the Mortgage Loans, although the Sponsors have not made representations and warranties that they know to be untrue, when taking into account the exceptions set forth on Annex E-2 to this prospectus supplement.
|
|
●
|
within two years following the Closing Date, substitute a Qualified Substitute Mortgage Loan and pay any shortfall amount equal to the difference between the Repurchase Price of the Mortgage Loan calculated as of the date of substitution and the scheduled principal balance of the Qualified Substitute Mortgage Loan as of the due date in the month of substitution; or
|
|
●
|
to repurchase the affected Mortgage Loan (or any related REO Property) at a price (the “Repurchase Price”) generally equal to the sum of-
|
|
(i)
|
the outstanding principal balance of that Mortgage Loan at the time of purchase; plus
|
|
(ii)
|
all outstanding interest, other than default interest or Excess Interest, due with respect to that Mortgage Loan pursuant to the related loan documents through the due date in the collection period of purchase; plus
|
|
(iii)
|
all unreimbursed property protection advances relating to that Mortgage Loan; plus
|
|
(iv)
|
all outstanding interest accrued on advances made by the Master Servicer, the Special Servicer and/or the Trustee with respect to that Mortgage Loan; plus
|
|
(v)
|
to the extent not otherwise covered by clause (iv) of this bullet, all outstanding Special Servicing Fees and other additional expenses of the Issuing Entity outstanding or previously incurred related to that Mortgage Loan; plus
|
|
(vi)
|
if the affected Mortgage Loan is not repurchased by the Sponsor within 120 days after discovery by or notice to the applicable Sponsor of such Material Breach or Material Document Defect, a Liquidation Fee in connection with such repurchase.
|
|
General
|
|
CGMRC’s Commercial Mortgage Origination and Securitization Program
|
|
Review of CGMRC Mortgage Loans
|
|
●
|
certain information from the CGMRC Mortgage Loan documents;
|
|
●
|
certain information from the rent rolls and operating statements for, and certain leases relating to, the related Mortgaged Properties (in each case to the extent applicable);
|
|
●
|
insurance information for the related Mortgaged Properties;
|
|
●
|
information from third party reports such as the appraisals, environmental and property condition reports, seismic reports, zoning reports and other zoning information;
|
|
●
|
bankruptcy searches with respect to the related borrowers; and
|
|
●
|
certain information and other search results obtained by the CGMRC deal team for each of the CGMRC Mortgage Loans during the underwriting process.
|
|
●
|
comparing the information in the CGMRC Data File against various source documents provided by CGMRC that are described above under “—Database”;
|
|
●
|
comparing numerical information regarding the CGMRC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the CGMRC Data File; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the CGMRC Mortgage Loans disclosed in this prospectus supplement.
|
|
●
|
whether any mortgage loans were originated by third party originators and the names of such originators, and whether such mortgage loans were underwritten or re-underwritten in accordance with CGMRC’s (or the applicable mortgage loan seller’s) criteria;
|
|
●
|
whether any mortgage loans are not first liens, or have a loan-to-value ratio greater than 80%;
|
|
●
|
whether any mortgage loans are 30 days or more delinquent with respect to any monthly debt service payment as of the cut-off date or have been 30 days or more delinquent at any time during the 12-month period immediately preceding the cut-off date;
|
|
●
|
a description of any material issues with respect to any of the mortgage loans;
|
|
●
|
whether any mortgage loans permit, or have existing, mezzanine debt, additional debt secured by the related mortgaged properties or other material debt, and the material terms and conditions for such debt;
|
|
●
|
whether any mortgaged properties have additional debt that is included in another securitization transaction and information related to such other securitization transaction;
|
|
●
|
whether intercreditor agreements, subordination and standstill agreements or similar agreements are in place with respect to secured debt, mezzanine debt or additional debt and the terms of such agreements;
|
|
●
|
a list of any mortgage loans that are interest-only for their entire term or a portion of their term;
|
|
●
|
a list of mortgage loans that permit prepayment or defeasance (in whole or in part), or provide for yield maintenance, and the types of prepayment lock-out provisions and prepayment charges that apply;
|
|
●
|
whether any mortgage loans permit the release of all of a portion of the related mortgaged properties, and the material terms of any partial release, substitution and condemnation/casualty provisions;
|
|
●
|
a list of mortgage loans that are cross-collateralized or secured by multiple properties, or that have related borrowers with other mortgage loans in the subject securitization;
|
|
●
|
whether any mortgage loans have a right of first refusal or right of first offer or similar options, in favor of a tenant or any other party;
|
|
●
|
whether there are post-close escrows or earn-out reserves that could be used to pay down the mortgage loan, or whether there are escrows or holdbacks that have not been fully funded;
|
|
●
|
information regarding lockbox arrangements, grace periods, interest accrual and amortization provisions, non-recourse carveouts, and any other material provisions with respect to the mortgage loan;
|
|
●
|
whether the borrower or sponsor of any related borrower has been subject to bankruptcy proceedings, or has a past or present material criminal charge or record;
|
|
●
|
whether any borrower is not a special purpose entity;
|
|
●
|
whether any borrowers or sponsors of related borrowers have been subject to litigation or similar proceedings and the material terms thereof;
|
|
●
|
whether any borrower under a mortgage loan is affiliated with a borrower under another Mortgage Loan to be included in the issuing entity;
|
|
●
|
whether any of the mortgage loans is a leasehold mortgage, the terms of the related ground lease, and whether the term of the related ground lease extends at least 20 years beyond the stated loan maturity;
|
|
●
|
a list of any related Mortgaged Properties for which a single tenant occupies over 20% of such property, and whether there are any significant lease rollovers at a particular Mortgaged Property;
|
|
●
|
a list of any significant tenant concentrations or material tenant issues, e.g. dark tenants, subsidized tenants, government or student tenants, or Section 8 tenants, etc.;
|
|
●
|
a description of any material leasing issues at the related Mortgaged Properties;
|
|
●
|
whether any related Mortgaged Properties are subject to condemnation proceedings or litigation;
|
|
●
|
a list of related Mortgaged Properties for which a Phase I environmental site assessment has not been completed, or for which a Phase II was performed, and whether any environmental site assessment reveals any material adverse environmental condition or circumstance at any related Mortgaged Property except for those which will be remediated by the cut-off date;
|
|
●
|
whether there is any terrorism, earthquake, tornado, flood, fire or hurricane damage with respect to any of the related Mortgaged Properties, or whether there are any zoning issues at the Mortgaged Properties;
|
|
●
|
a list of Mortgaged Properties for which an engineering inspection has not been completed and whether any property inspection revealed material issues; and/or
|
|
●
|
general information regarding property type, condition, use, plans for renovation, etc.
|
|
Repurchase Requests
|
|
General
|
|
Starwood’s Securitization Program
|
|
Review of SMF I Mortgage Loans
|
|
●
|
comparing the information in the SMF I Data Tape against various source documents provided by SMF I that are described above under “—Database”;
|
|
●
|
comparing numerical information regarding the SMF I Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the SMF I Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the SMF I Mortgage Loans disclosed in this prospectus supplement.
|
|
Repurchase Requests
|
|
General
|
|
GSMC’s Commercial Mortgage Securitization Program
|
|
Review of GSMC Mortgage Loans
|
|
●
|
comparing certain information in the GSMC Data Tape against various source documents provided by GSMC that are described above under “—Database”;
|
|
●
|
comparing numerical information regarding the GSMC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the GSMC Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the GSMC Mortgage Loans disclosed in this prospectus supplement.
|
|
Repurchase Requests
|
|
General
|
|
CCRE Lending’s Securitization Program
|
|
Review of CCRE Mortgage Loans
|
|
●
|
comparing the information in the CCRE Data Tape against various source documents provided by CCRE Lending that are described above under “—Data Tape”;
|
|
●
|
comparing numerical information regarding the CCRE Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the CCRE Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the CCRE Mortgage Loans disclosed in this prospectus supplement.
|
|
Repurchase Requests
|
|
General
|
|
Bancorp’s Commercial Mortgage Securitization Program
|
|
Review of Bancorp Mortgage Loans
|
|
●
|
comparing the information in the Bancorp Data Tape against various source documents provided by Bancorp that are described above under “—Database”;
|
|
●
|
comparing numerical information regarding the Bancorp Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the Bancorp Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the Bancorp Mortgage Loans disclosed in this prospectus supplement.
|
|
Repurchase Requests
|
|
(a)
|
the sum of any proceeds received from the sale of the Certificates to investors and the sale of servicing rights to Wells Fargo Bank, National Association for the servicing of the Mortgage Loans, over
|
|
(b)
|
the sum of the costs and expense of originating or acquiring the Mortgage Loans and the costs and expenses related to the issuance, offering and sale of the Certificates as described in this prospectus supplement.
|
|
●
|
Taxes—An initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy all taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) there is an institutional sponsor or the sponsor is a high net worth individual or (ii) if and to the extent that a single or major tenant (which may be a ground tenant) at the related mortgaged property is required to pay taxes directly.
|
|
●
|
Insurance—An initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay all insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the related borrower maintaining a blanket insurance policy, (ii) if and to the extent that a single or major tenant (which may be a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-
|
|
|
insure, or (iii) if and to the extent that another third party unrelated to the borrower (such as a condominium board, if applicable) is obligated to maintain the insurance.
|
|
●
|
Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements depending on the property type, except that such escrows are not required in certain circumstances, including, but not limited to, if and to the extent that a single or major tenant (which may be a ground tenant) at the related mortgaged property is responsible for all repairs and maintenance, including those required with respect to the roof and structure of the improvements.
|
|
●
|
Tenant Improvement / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvement / leasing commission reserve may be required to be funded either at loan origination and/or during the term of the mortgage loan to cover anticipated leasing commissions or tenant improvement costs that might be associated with re-leasing certain space involving major tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the tenant’s lease extends beyond the loan term or (ii) the rent for the space in question is considered below market.
|
|
●
|
Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the related mortgaged property’s function, performance or value or (iii) if a single or major tenant (which may be a ground tenant) at the related mortgaged property is responsible for the repairs.
|
|
●
|
Environmental Remediation—An environmental remediation reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee wherein it agrees to take responsibility and pay for the identified environmental issues, (ii) environmental insurance is obtained or already in place or (iii) if a third party unrelated to the borrower is identified as the responsible party.
|
|
●
|
Appraisal. CGMRC obtains an appraisal meeting the requirements described in the Sponsor representation and warranty set forth in paragraph 41 on Annex E-1 to this prospectus supplement. In addition, the appraisal (or a separate letter) includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.
|
|
●
|
Environmental Report. CGMRC generally obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm approved by CGMRC. CGMRC or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. In cases in which the Phase I site assessment identifies any such conditions that the condition be addressed in a manner that complies with the Sponsor representation and warranty set forth in paragraph 40 on Annex E-1 to this prospectus supplement without any exception that CGMRC deems material.
|
|
●
|
Physical Condition Report. CGMRC generally obtains a current property condition report (a “PCR”) for each mortgaged property prepared by a structural engineering firm approved by CGMRC. CGMRC or an agent typically reviews the PCR to determine the physical condition of the property and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the PCR identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, CGMRC often requires that funds be put in escrow at the time of origination of the mortgage loan to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. See “—Escrow Requirements” above.
|
|
●
|
Appraisals. Independent appraisals or an update of an independent appraisal is required in connection with the origination of each mortgage loan. Starwood requires that the appraiser comply with and abide
|
|
|
by Title XI of the Financial Institution Reform, Recovery and Enforcement Act of 1989 (although such act is not applicable to Starwood) and the Uniform Standards of Professional Appraisal Practice.
|
|
●
|
Environmental Assessment. Phase I environmental assessments that conform to the American Society for Testing and Materials (ASTM) Standard E 1527-05 entitled, “Standard Practices for Environmental Site Assessment: Phase I Environmental Site Assessment Process”, as may be amended from time to time, are performed on all properties. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Nevertheless, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues.
|
|
●
|
Property Condition Assessments. Inspections or updates of previously conducted inspections are conducted by independent licensed engineers or architects or both for all properties in connection with the origination of a mortgage loan. The inspections are conducted to inspect the exterior walls, roofing, interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located at a property. The resulting reports on some of the properties may indicate a variety of deferred maintenance items and recommended capital expenditures. In some instances, repairs or maintenance are completed before closing or cash reserves are established to fund the deferred maintenance or replacement items or both.
|
|
●
|
Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.
|
|
●
|
Zoning and Building Code Compliance. With respect to each mortgage loan, Starwood will generally consider whether the use and occupancy of the related real property collateral is in material compliance with zoning, land-use, building rules, regulations and orders then applicable to that property. Evidence of this compliance may be in the form of one or more of the following: legal opinions; surveys; recorded documents; temporary or permanent certificates of occupancy; letters from government officials or agencies; title insurance endorsements; engineering or consulting reports; and/or representations by the related borrower.
|
|
●
|
Taxes—typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Starwood with sufficient funds to satisfy all taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional sponsor or high net worth individual sponsor or (ii) if the related mortgaged property is a single tenant property in which the related tenant is required to pay taxes directly.
|
|
●
|
Insurance—if the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Starwood with sufficient funds to pay all insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related borrower maintains a blanket insurance policy or (ii) if the related mortgaged property is a single tenant property and the related tenant self-insures.
|
|
●
|
Replacement Reserves—replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan, except that such escrows are not required in certain circumstances, including, but not limited to, if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure.
|
|
●
|
Completion Repair/Environmental Remediation—typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, Starwood generally requires that at least 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee with respect to such matter, (ii) if the estimated cost of such repair or remediation does not materially impact the property’s function, performance or value, or if the related mortgaged property is a single tenant property for which the tenant is responsible for such repair or remediation or (iii) if environmental insurance is obtained or already in place.
|
|
●
|
Tenant Improvement/Lease Commissions—in most cases, various tenants have lease expirations within the loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related mortgaged property is a single tenant property and the related tenant’s lease extends beyond the loan term or (ii) where rent at the related mortgaged property is considered below market.
|
|
●
|
Furthermore, Starwood may accept an alternative to a cash escrow or reserve from a borrower, such as a letter of credit or a guarantee from the borrower or an affiliate of the borrower or periodic evidence that the items for which the escrow or reserve would have been established are being paid or addressed. In some cases, Starwood may determine that establishing an escrow or reserve is not warranted given the amounts that would be involved and Starwood’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the subject expense or cost absent creation of an escrow or reserve.
|
|
The Goldman Originator
|
Year
|
Total Goldman Originator
Fixed Rate Loans Originated
(approximate)
|
Total Goldman Originator
Fixed Rate Loans Securitized
(approximate)
|
||
2012
|
$5.6 billion
|
$4.6 billion
|
||
2011
|
$2.3 billion
|
$2.2 billion
|
||
2010
|
$1.6 billion
|
$1.1 billion
|
||
2009
|
$400 million
|
$400 million
|
Year
|
Total Goldman Originator
Floating Rate Loans Originated
(approximate)
|
Total Goldman Originator
Floating Rate Loans Securitized
(approximate)
|
||
2012
|
$1.9 billion
|
$0
|
||
2011
|
$140 million
|
$0
|
||
2010
|
$0
|
$0
|
||
2009
|
$40 million
|
$0
|
|
(1)
|
Represents origination for the Goldman Originator and affiliates of the Goldman Originator originating commercial mortgage loans.
|
|
●
|
Taxes—An initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy all taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional or high net-worth individual property sponsor or (ii) if the related mortgaged property is a single tenant property in which the related tenant is required to pay taxes directly.
|
|
●
|
Insurance—An initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay all insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related borrower maintains a blanket insurance policy or (ii) if the related mortgaged property is a single tenant property and the related tenant is required to obtain insurance directly or self-insures.
|
|
●
|
Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual
|
|
|
replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure.
|
|
●
|
Tenant Improvement / Leasing Commissions—Tenant improvement / leasing commission reserves may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related mortgaged property is a single tenant property and the related tenant’s lease extends beyond the loan term or (ii) where rent at the related mortgaged property is considered below market.
|
|
●
|
Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) the deferred maintenance amount does not materially impact the function, performance or value of the property or (iii) if the related mortgaged property is a single tenant property the tenant is responsible for the repairs.
|
|
●
|
Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues or (ii) environmental insurance is obtained or already in place.
|
|
●
|
Appraisal—The Goldman Originator obtains an appraisal or an update of an existing appraisal for each mortgaged property prepared by an appraisal firm approved in accordance with the applicable Goldman Originator’s internal documented appraisal policy. The Goldman Originator origination team and a third party consultant engaged by the Goldman Originator typically reviews the appraisal. All appraisals are conducted by an independent appraiser that is state certified, an appraiser belonging to the Appraisal Institute, a member association of professional real estate appraisers, or an otherwise qualified appraiser. All appraisals are conducted in accordance with the Uniform Standards of Professional Appraisal Practices. In addition, the appraisal report (or a separate letter) includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.
|
|
●
|
Environmental Report—The Goldman Originator obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm approved by the applicable Goldman Originator. In certain cases, the borrower may have obtained the Phase I site assessment, and the assessment is then re-addressed to the Goldman Originator. The Goldman Originator origination team and a third party environmental consultant engaged by the Goldman Originator or the borrower typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the Goldman Originator or the environmental consultant believes that such an analysis is warranted under the circumstances. In cases in which the Phase I site assessment identifies any potential adverse environmental conditions and no third party is identified as responsible for such condition, or the condition has not otherwise been
|
|
|
satisfactorily mitigated, the Goldman Originator generally requires additional environmental testing, such as a Phase II environmental assessment on the related mortgaged property, an environmental insurance policy, the borrower to conduct remediation activities or to establish an operations and maintenance plan, or to place funds in escrow to be used to address any required remediation.
|
|
●
|
Physical Condition Report—The Goldman Originator obtains a physical condition report (“PCR”) or an update of a previously obtained PCR for each mortgaged property prepared by a structural engineering firm approved by the applicable Goldman Originator to assess the structure, exterior walls, roofing, interior structure and/ or mechanical and electrical systems. In certain cases, the borrower may have obtained the PCR, and the PCR is then re-addressed to the Goldman Originator. The Goldman Originator and a third party structural consultant engaged by the Goldman Originator or the borrower typically reviews the PCR to determine the physical condition of the property, and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the PCR identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, the Goldman Originator generally requires that funds be put in escrow at the time of origination of the mortgage loan to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves.
|
|
●
|
Seismic—The Goldman Originator generally obtains a seismic report or an update of a previously obtained seismic report for all mortgaged properties located in seismic zone 3 or 4 to assess probable maximum loss (“PML”) or scenario expected loss (“SEL”) for the related mortgaged property. In certain cases, the borrower may have obtained the seismic report and the seismic report is then re-addressed to the Goldman Originator.
|
|
Cantor Commercial Real Estate Lending, L.P.
|
|
●
|
Appraisals. Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan that meets the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. In some cases, however, the value of the subject real property collateral may be established based on a cash flow analysis, a recent sales price or another method or benchmark of valuation.
|
|
●
|
Environmental Assessment. In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective commercial, multifamily or manufactured housing community mortgage loan. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the originator or an environmental consultant believes that such an analysis is warranted under the circumstances. Depending on the findings of the initial environmental assessment, any of the following may be required: additional environmental testing, such as a Phase II environmental assessment with respect to the subject real property collateral; an environmental insurance policy; that the borrower conduct remediation activities or establish an operations and maintenance plan; and/or a guaranty or reserve with respect to environmental matters.
|
|
●
|
Engineering Assessment. In connection with the origination process, in most cases it will be required that an engineering firm inspect the real property collateral for any prospective commercial, multifamily or manufactured housing community mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, the appropriate response will be determined to any recommended repairs, corrections or replacements and any identified deferred maintenance.
|
|
●
|
Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.
|
|
●
|
Taxes—Monthly escrow deposits equal to 1/12 of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy real estate taxes and assessments, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, or (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is required to pay taxes directly.
|
|
●
|
Insurance—Monthly escrow deposits equal to 1/12 of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, (ii) if the related borrower maintains a blanket insurance policy, or (iii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure.
|
|
●
|
Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for all repairs and maintenance, or (ii) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve.
|
|
●
|
Tenant Improvements / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve.
|
|
●
|
Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve.
|
|
●
|
Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if CCRE Lending determines that establishing an escrow or reserve is not warranted given the amounts that would be
|
|
|
involved and CCRE Lending’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve.
|
|
●
|
Taxes. Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the lender with sufficient funds to satisfy all taxes and assessments. Bancorp may waive this escrow requirement under appropriate circumstances including, but not limited to, (i) where a tenant is required to pay the taxes directly, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., 65% or less).
|
|
●
|
Insurance. If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the lender with sufficient funds to pay all insurance premiums. Bancorp may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a property is covered by a blanket insurance policy maintained by the borrower or loan sponsor, (ii) where there is institutional sponsorship or a high net worth individual, (iii) where an investment grade tenant is responsible for paying all insurance premiums, or (iv) where there is a low loan-to-value ratio (i.e., 65% or less). Bancorp often employs the services of third party insurance consultants to ensure, among other items, that the appropriate escrow amounts are determined and that any previously outstanding premium amounts are paid at closing.
|
|
●
|
Replacement Reserves. Replacement reserves are generally calculated in accordance with standards of the CMBS marketplace. Bancorp relies on information provided by an independent engineer to make this determination. Bancorp may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where an investment grade tenant is responsible for replacements under the terms of its lease, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., 65% or less).
|
|
●
|
Completion Repair/Environmental Remediation. Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, Bancorp generally requires that at least 110% - 125% of the estimated costs of repairs or replacements be reserved. Bancorp may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a secured creditor insurance policy or borrower insurance policy is in place, (ii) where an investment grade party has agreed to take responsibility, and pay, for any required repair or remediation or (iii) the amount recommended is de minimis.
|
|
●
|
Tenant Improvement/Lease Commissions. In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. Bancorp may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where there is institutional sponsorship or a high net worth individual, (ii) where tenant improvement costs are the responsibility of tenants, (iii) where rents at the mortgaged property are considered to be sufficiently below market, (iv) where no material leases expire within the mortgage loan term, or the lease roll is not concentrated or (v) where there is a low loan-to-value ratio (i.e., 65% or less).
|
|
●
|
Other Factors. Other factors that are considered in the origination of a commercial mortgage loan include current operations, occupancy and tenant base.
|
|
●
|
Appraisal. Bancorp obtains an appraisal meeting the requirements described in the Sponsor representation and warranty set forth in paragraph 41 on Annex E-1 to this prospectus supplement. In addition, the appraisal (or a separate letter) includes a statement by the appraiser that the guidelines in Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended, were followed in preparing the appraisal.
|
|
●
|
Environmental Report. Bancorp generally obtains a Phase I site assessment or an update of a previously obtained site assessment for each mortgaged property prepared by an environmental firm approved by Bancorp. Bancorp or its designated agent typically reviews the Phase I site assessment to verify the presence or absence of potential adverse environmental conditions. In cases in which the Phase I site assessment identifies any such conditions that the condition be addressed in a manner that complies with the Sponsor representation and warranty set forth in paragraph 40 on Annex E-1 to this prospectus supplement without any exception that Bancorp deems material.
|
|
●
|
Physical Condition Report. Bancorp generally obtains a current property condition report (a “PCR”) for each mortgaged property prepared by a structural engineering firm approved by Bancorp. Bancorp or an agent typically reviews the PCR to determine the physical condition of the property and to determine the anticipated costs of necessary repair, replacement and major maintenance or capital expenditure over the term of the mortgage loan. In cases in which the PCR identifies an immediate need for material repairs or replacements with an anticipated cost that is over a certain minimum threshold or percentage of loan balance, Bancorp often requires that funds be put in escrow at the time of origination of the mortgage loan to complete such repairs or replacements or obtains a guarantee from a sponsor of the borrower in lieu of reserves. See “—Escrow Requirements” above.
|
The Issuing Entity
|
The Trustee
|
The Certificate Administrator and the Custodian
|
Trustee and Certificate Administrator Fee
|
The Operating Advisor
|
Servicers
|
|
General
|
|
The Master Servicer and the COMM 2013-CCRE12 Master Servicer
|
Commercial and
Multifamily Mortgage Loans
|
As of
12/31/2010
|
As of
12/31/2011
|
As of
12/31/2012
|
As of
9/30/2013
|
||||||||||||
By Approximate Number:
|
39,125 | 38,132 | 35,189 | 33,414 | ||||||||||||
By Approximate Aggregate Unpaid Principal Balance (in billions):
|
$ | 451.09 | $ | 437.68 | $ | 428.52 | $ | 428.97 |
Period
|
Approximate Securitized
Master-Serviced
Portfolio (UPB)*
|
Approximate
Outstanding Advances
(P&I and PPA)*
|
Approximate
Outstanding
Advances as % of UPB
|
|||||||||
Calendar Year 2010
|
$ | 350,208,413,696 | $ | 1,560,768,558 | 0.45 | % | ||||||
Calendar Year 2011
|
$ | 340,642,112,537 | $ | 1,880,456,070 | 0.55 | % | ||||||
Calendar Year 2012
|
$ | 331,765,453,800 | $ | 2,133,375,220 | 0.64 | % | ||||||
YTD Q3 2013
|
$ | 340,622,524,216 | $ | 2,215,158,082 | 0.65 | % |
*
|
“UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protection advances.
|
Fitch
|
S&P
|
Morningstar
|
|||
Primary Servicer:
|
CPS1-
|
Above Average
|
MOR CS1
|
||
Master Servicer:
|
CMS1-
|
Above Average
|
MOR CS1
|
||
Special Servicer
|
CSS2-
|
Above Average
|
MOR CS2
|
|
●
|
provision of Strategy and Strategy CS software;
|
|
●
|
tracking and reporting of flood zone changes;
|
|
●
|
abstracting of leasing consent requirements contained in loan documents;
|
|
●
|
legal representation;
|
|
●
|
assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo;
|
|
●
|
performance of property inspections;
|
|
●
|
performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and
|
|
●
|
Uniform Commercial Code searches and filings.
|
|
The Special Servicer and the COMM 2013-CCRE12 Special Servicer
|
|
●
|
acquiring, developing, repositioning, managing and selling commercial and multifamily residential real estate properties,
|
|
●
|
investing in high-yielding real estate loans, and
|
|
●
|
investing in, and managing as special servicer, unrated and non-investment grade rated commercial mortgage backed securities.
|
|
●
|
84 domestic CMBS pools as of December 31, 2001, with a then current face value in excess of $53 billion;
|
|
●
|
101 domestic CMBS pools as of December 31, 2002, with a then current face value in excess of $67 billion;
|
|
●
|
113 domestic CMBS pools as of December 31, 2003, with a then current face value in excess of $79 billion;
|
|
●
|
134 domestic CMBS pools as of December 31, 2004, with a then current face value in excess of $111 billion;
|
|
●
|
142 domestic CMBS pools as of December 31, 2005, with a then current face value in excess of $148 billion;
|
|
●
|
143 domestic CMBS pools as of December 31, 2006, with a then current face value in excess of $201 billion;
|
|
●
|
143 domestic CMBS pools as of December 31, 2007 with a then current face value in excess of $228 billion;
|
|
●
|
138 domestic CMBS pools as of December 31, 2008 with a then current face value in excess of $210 billion;
|
|
●
|
136 domestic CMBS pools as of December 31, 2009 with a then current face value in excess of $191 billion;
|
|
●
|
144 domestic CMBS pools as of December 31, 2010 with a then current face value in excess of $201 billion;
|
|
●
|
140 domestic CMBS pools as of December 31, 2011 with a then current face value in excess of $176 billion;
|
|
●
|
131 domestic CMBS pools as of December 31, 2012 with a then current face value in excess of $136 billion; and
|
|
●
|
137 domestic CMBS pools as of August 31, 2013 with a then current face value in excess of $128 billion.
|
Servicing Compensation, Operating Advisor Compensation and Payment of Expenses
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Funds
|
|||
Servicing Fee and Sub-Servicing Fee / Master Servicer / COMM 2013-CCRE12 Master Servicer
|
with respect to each Mortgage Loan (including an REO Mortgage Loan and including the Outside Serviced Mortgage Loan), will accrue on the related Stated Principal Balance at a rate, which together with the CREFC® Intellectual Property Royalty License Fee Rate, the Trustee/Certificate Administrator Fee Rate and the Operating Advisor Fee Rate, is equal to the per annum rate set forth on Annex A to this prospectus supplement as the Administrative Fee Rate with respect to such Mortgage Loan (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)
|
monthly
|
interest collections
|
|||
Additional Servicing Compensation / Master Servicer
|
– a specified percentage (which may be 0%) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees and Assumption Fees with respect to the Mortgage Loans (other than the Outside Serviced Mortgage Loan)
|
from time to time
|
the related fee/ investment income
|
|||
– 100% of assumption application fees on Mortgage Loans (exclusive of the Outside Serviced Mortgage Loan) that are not Specially Serviced Loans and any fee actually paid by a borrower in connection with the defeasance of a Mortgage Loan
|
from time to time
|
|||||
– all investment income earned on amounts on deposit in the collection account and certain reserve accounts
|
monthly
|
|||||
Special Servicing Fee/ Special Servicer
|
with respect to any Mortgage Loan (other than the Outside Serviced Mortgage Loan) that is a Specially Serviced Loan or REO Mortgage Loan, will accrue at a rate equal to (a) 0.25% per annum or (b) if such rate in clause (a) would result in a special servicing fee with respect to such Mortgage Loan that would be less than $3,500 in any given month, then the special servicing fee rate for such month for such Mortgage Loan will be such higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Mortgage Loan (in each case, calculated on the Stated Principal Balance and same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)
|
monthly
|
general collections
|
|||
Workout Fee / Special Servicer
|
with some limited exceptions, an amount equal to the Worked Fee Rate applied to each payment or other collection of principal and interest (excluding Default Interest and Excess Interest) on any Mortgage Loan that became a Corrected Loan under the Pooling and Servicing Agreement, which Workout Fee Rate will equal the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee of $1,000,000, when applied to each expected payment of principal and interest (excluding Default Interest and Excess Interest) with respect to the subject Mortgage Loan from the date such Mortgage Loan becomes a Corrected Loan, through and including the then-related maturity date; provided that, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when applied to each expected payment of principal and interest (excluding Default Interest and Excess Interest) on any Mortgage Loan from the date such Mortgage Loan becomes a Corrected Loan through and including the then-related maturity date, then the Workout Fee Rate will be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected payment of principal and interest (excluding Default Interest and Excess Interest) on such Mortgage Loan from the date such Mortgage Loan becomes a Corrected Loan through and including the then-related maturity date); and provided, further, that no Workout Fee will be payable to the Special Servicer under the Pooling and Servicing Agreement with respect to the Outside Serviced Mortgage Loan.
|
monthly
|
the related collections of principal and interest
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Funds
|
Liquidation Fee / Special Servicer
|
with some limited exceptions, an amount generally equal to 1.0% of each recovery by the Special Servicer of Liquidation Proceeds, insurance proceeds, condemnation proceeds and/or other payments, with respect to each Mortgage Loan repurchased or substituted by a Sponsor, each Specially Serviced Loan and each REO Property; provided, however, that, the Liquidation Fee payable under the Pooling and Servicing Agreement with respect to any such Mortgage Loan will generally not be more than $1,000,000 or, with limited exception, less than $25,000; and provided, further, that no Liquidation Fee will be payable to the Special Servicer under the Pooling and Servicing Agreement with respect to the Outside Serviced Mortgage Loan.
|
upon receipt of such proceeds and payments
|
the related Liquidation Proceeds, insurance proceeds, condemnation proceeds and borrower payments
|
|||
Additional Special Servicing Compensation/ Special Servicer
|
– a specified percentage (which may be 0%) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees and Assumption Fees with respect to the Mortgage Loans (other than the Outside Serviced Mortgage Loan)
|
from time to time
|
the related fee/ investment income
|
|||
– 100% of assumption application fees on Specially Serviced Loans (other than the Outside Serviced Mortgage Loan)
|
from time to time
|
|||||
– all investment income received on funds in any REO account
|
from time to time
|
|||||
Trustee/Certificate Administrator Fee / Trustee/Certificate Administrator
|
with respect to each Mortgage Loan (including an REO Mortgage Loan), will accrue at a per annum rate equal to 0.0024% on the Stated Principal Balance of the related Mortgage Loan (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for partial periods)
|
monthly
|
general collections
|
|||
Operating Advisor Fee / Operating Advisor
|
with respect to each Mortgage Loan (including an REO Mortgage Loan), will accrue at a per annum rate equal to 0.00135% on the Stated Principal Balance of the related Mortgage Loan (calculated on the same basis as interest is calculated on the related Mortgage Loan and prorated for any partial periods)
|
monthly
|
general collections
|
|||
Operating Advisor Consulting Fee / Operating Advisor
|
a fee in connection with each Major Decision for which the Operating Advisor has consulting rights equal to $12,000 or such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan
|
from time to time
|
paid by related borrower
|
|||
Property Advances / Master Servicer and Trustee
|
to the extent of funds available, the amount of any Property Advances
|
from time to time
|
collections on the related loan, then default interest/late payment fees collected on any loan, or if not recoverable or in the case of Workout-Delayed Reimbursement Amounts, from general collections
|
|||
Interest on Property Advances / Master Servicer and Trustee
|
at Prime Rate
|
when advance is reimbursed
|
first from default interest/late payment fees and modification fees collected on the related loan, then default interest/late payment fees collected on any loan, then from general collections
|
|||
P&I Advances / Master Servicer and Trustee
|
to the extent of funds available, the amount of any P&I Advances
|
from time to time
|
collections on the related loan, then default interest/late payment fees collected on any loan, or if not recoverable or in the case of Workout-Delayed Reimbursement Amounts, from general collections
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Funds
|
Interest on P&I Advances / Master Servicer and Trustee
|
at Prime Rate
|
when advance is reimbursed
|
first from default interest/late payment fees and modification fees collected on the related loan, then default interest/late payment fees collected on any loan, then from general collections
|
|||
Additional Master Servicing Compensation / COMM 2013-CCRE12 Master Servicer
|
prepayment interest excess on the mortgage loans serviced by the COMM 2013-CCRE12 Master Servicer under the COMM 2013-CCRE12 Pooling and Servicing Agreement (including the Outside Serviced Mortgage Loan and its related Companion Loans), to the extent that any such excess exceeds the amount of prepayment interest shortfalls on such mortgage loans
|
from time to time
|
any actual prepayment interest excess on the mortgage loans serviced by the COMM 2013-CCRE12 Master Servicer under the COMM 2013-CCRE12 Pooling and Servicing Agreement (including the Outside Serviced Mortgage Loan and its related Companion Loans)
|
|||
Additional Master Servicing Compensation / COMM 2013-CCRE12 Master Servicer
|
with respect to the Outside Serviced Mortgage Loan, 100% of any amounts collected for checks returned for insufficient funds on such Mortgage Loan
|
from time to time
|
the related fees
|
|||
Additional Master Servicing Compensation / COMM 2013-CCRE12 Master Servicer
|
All investment income earned on amounts on deposit in the whole loan collection account established under the COMM 2013-CCRE Pooling and Servicing Agreement and certain custodial and reserve accounts
|
monthly
|
the investment income
|
|||
Special Servicing Fee/ COMM 2013-CCRE12 Special Servicer
|
with respect to the Outside Serviced Mortgage Loan if it is a specially serviced loan or REO loan under the COMM 2013-CCRE12 Pooling and Servicing Agreement, will accrue at a rate equal to 0.25% per annum (calculated on the stated principal balance and same basis as interest is calculated on the Outside Serviced Mortgage Loan and prorated for partial periods)
|
monthly
|
first out of collections on the Outside Serviced Mortgage Loan and out of amounts in the related loan-specific custodial account, and then from general collections in the collection account established under the COMM 2013-CCRE12 Pooling and Servicing Agreement; provided, however, that in such instance, the COMM 2013-CCRE12 Master Servicer is expected to seek reimbursement from the Trust, which reimbursement would come from general collections in the Collection Account established under the Pooling and Servicing Agreement
|
|||
Workout Fee / COMM 2013-CCRE12 Special Servicer
|
with some limited exceptions, an amount equal to a rate of 1.0% applied to each payment or other collection of principal and interest (excluding late payment charges, default interest and excess interest) on the Outside Serviced Mortgage Loan if it became a corrected mortgage loan under the COMM 2013-CCRE12 Pooling and Servicing Agreement; provided, however, that, the workout fee with respect to the Outside Serviced Mortgage Loan will not be more than $1,000,000
|
monthly
|
the related collections of principal and interest
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Funds
|
Liquidation Fee / COMM 2013-CCRE12 Special Servicer
|
with some limited exceptions, an amount generally equal to 1.0% of each recovery by the Special Servicer of liquidation proceeds, insurance proceeds, condemnation proceeds and/or other payments, with respect to the Outside Serviced Mortgage Loan if it is repurchased by the Sponsor or if it is a specially serviced loan or the related Mortgaged Property becomes an REO property; provided, however, that, the liquidation fee with respect to the Outside Serviced Mortgage Loan will not be more than $1,000,000; and provided further, however, that the total amount of a liquidation fee payable with respect to the Outside Serviced Mortgage Loan in connection with any particular liquidation (or partial liquidation) will be reduced by the amount of any and all related offsetting modification fees received by the COMM 2013-CCRE12 Special Servicer as additional servicing compensation relating to the Outside Serviced Mortgage Loan
|
monthly
|
the related liquidation proceeds, insurance proceeds, condemnation proceeds and borrower payments
|
|||
Additional Master Servicing and Special Servicing Compensation/ COMM 2013-CCRE12 Master Servicer and COMM 2013-CCRE12 Special Servicer
|
All late payment fees and net default interest, modification fees, assumption application fees, assumption, waiver, consent and earnout fees, defeasance fees, loan service transaction fees, beneficiary statement charges and/or other similar items, in each case on the Outside Serviced Mortgage Loan(1)
|
from time to time
|
the related fees
|
|||
Servicing Advances / COMM 2013-CCRE12 Master Servicer and COMM 2013-CCRE12 Trustee
|
with respect to servicing advances on the Whole Loan, the Outside Serviced Mortgage Loan’s pro rata share of such servicing advance.
|
from time to time
|
recoveries on the Outside Serviced Mortgage Loan or any related REO Property acquired with respect to the Whole Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (subject to certain limitations).
|
|||
Interest on Servicing Advances / COMM 2013-CCRE12 Master Servicer and COMM 2013-CCRE12 Trustee
|
at Prime Rate
|
when the advance is reimbursed.
|
first from late payment charges and default interest on the Whole Loan in excess of the regular interest rate, then from other recoveries thereon, and then from general collections in the Collection Account (subject to certain limitations).
|
|||
Indemnification Expenses / Depositor, Certificate Administrator, paying agent, custodian, Certificate Registrar, Trustee, Operating Advisor, Master Servicer and Special Servicer
|
amounts and expenses for which the Depositor, the Certificate Administrator, the paying agent, the custodian, the Certificate Registrar, the Trustee, the Operating Advisor, the Master Servicer (for itself or on behalf of certain indemnified sub-servicers) and the Special Servicer are entitled to indemnification.
|
from time to time
|
general collections
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Funds
|
Indemnification Expenses / COMM 2013-CCRE12 Trustee, COMM 2013-CCRE12 Certificate Administrator, COMM 2013-CCRE12 Master Servicer and COMM 2013-CCRE12 Special Servicer
|
amounts and expenses for which the COMM 2013-CCRE12 Trustee, the COMM 2013-CCRE12 Certificate Administrator, the COMM 2013-CCRE12 Master Servicer and the COMM 2013-CCRE12 Special Servicer are entitled to indemnification with respect to the Whole Loan.
|
from time to time.
|
collections on the Whole Loan and then general collections
|
(1)
|
Allocable between the COMM 2013-CCRE12 Master Servicer and the COMM 2013-CCRE12 Special Servicer as provided in the COMM 2013-CCRE12 Pooling and Servicing Agreement.
|
|
·
|
all of the Mortgage Loans to be contributed to this securitization by SMF I, a Sponsor, as well as other Mortgage Loans owned, from time to time, by SMF I;
|
|
·
|
certain of the Mortgage Loans (with an aggregate principal balance of approximately $246,704,939 as of the Cut-off Date) to be contributed to this securitization by CGMRC, a Sponsor and an Originator, as well as other mortgage loans owned by CGMRC;
|
|
·
|
certain of the Mortgage Loans (with an aggregate principal balance of approximately $44,514,642 as of the Cut-off Date) to be contributed to this securitization by Bancorp, a Sponsor and an Originator, as well as other mortgage loans owned by Bancorp; and
|
|
·
|
one (1) of the Mortgage Loans (with a principal balance of approximately $10,627,000 as of the Cut-off Date) to be contributed to this securitization by CCRE Lending, a Sponsor and an Originator, as well as other mortgage loans owned by CCRE Lending.
|
Class
|
Initial Certificate Principal Amount or Notional Amount |
|||
Class A-1
|
$ |
46,093,000
|
||
Class A-2
|
$ |
192,952,000
|
||
Class A-3
|
$ |
120,000,000
|
||
Class A-4
|
$ |
192,342,000
|
||
Class A-AB
|
$ |
55,534,000
|
||
Class X-A
|
$ |
676,284,000
|
||
Class X-B
|
$ |
54,189,000
|
||
Class X-C
|
$ |
17,341,000
|
||
Class X-D
|
$ |
43,351,987
|
||
Class A-S(1)(2)
|
$ |
69,363,000
|
||
Class B(1)(2)
|
$ |
54,189,000
|
||
Class PEZ(1)(2)
|
$ |
157,150,000
|
||
Class C(1)(2)
|
$ |
33,598,000
|
||
Class D
|
$ |
42,267,000
|
||
Class E
|
$ |
17,341,000
|
||
Class F
|
$ |
8,670,000
|
||
Class G
|
$ |
34,681,987
|
|
|
|
(1)
|
The Class A-S, Class B and Class C Certificates may be exchanged for Class PEZ Certificates, and Class PEZ Certificates may be exchanged for the Class A-S, Class B and Class C Certificates.
|
|
(2)
|
On the Closing Date, the Issuing Entity will issue the Class A-S, Class B and Class C Trust Components, which will have outstanding principal balances on the Closing Date of $69,363,000, $54,189,000 and $33,598,000, respectively. The Exchangeable Certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such Trust Components. Each Class of the Exchangeable Certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and/or Class C Trust Components. Following any exchange of Class A-S, Class B and Class C Certificates for Class PEZ Certificates or any exchange of Class PEZ Certificates for Class A-S, Class B and Class C Certificates, the percentage interests of the outstanding principal balances of the Class A-S, Class B and Class C Trust Components that is represented by the Class A-S, Class B, Class PEZ and Class C Certificates will be increased or decreased accordingly. The initial Certificate Principal Amount of each Class of the Class A-S, Class B and Class C Certificates shown in the table on the cover page of this prospectus supplement, in the table above and on the back cover of this prospectus supplement represents the maximum Certificate Principal Amount of such Class without giving effect to any issuance of Class PEZ Certificates. The initial Certificate Principal Amount of the Class PEZ Certificates shown in the table on the cover page of this prospectus supplement, in the table above and on the back cover of this prospectus supplement is equal to the aggregate of the maximum initial Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates, representing the maximum Certificate Principal Amount of the Class PEZ Certificates that could be issued in an exchange. The actual Certificate Principal Amount of any Class of Exchangeable Certificates issued on the Closing Date may be less than the maximum Certificate Principal Amount of that Class and may be zero. The Certificate Principal Amounts of the Class A-S, Class B and Class C Certificates to be issued on the Closing Date will be reduced, in required proportions, by an amount equal to the Certificate Principal Amount of the Class PEZ Certificates issued on the Closing Date, if any. The initial Certificate Principal Amount of any Trust Component will equal the initial Certificate Principal Amount of the Class of Exchangeable Certificates having the same alphabetical designation as that Trust Component without regard to any exchange of such Certificates for Class PEZ Certificates. The aggregate Certificate Principal Amount of the Offered Certificates shown on the cover page and back cover of this prospectus supplement includes the maximum Certificate Principal Amount of Exchangeable Certificates that could be outstanding on the Closing Date equal to $157,150,000 (subject to a variance of plus or minus 5%).
|
|
(a)
|
the total amount of all cash received on the Mortgage Loans and any REO Properties that are on deposit in the Collection Account and the Lower-Tier Distribution Account, as of the close of business on the business day immediately preceding the related Master Servicer Remittance Date, exclusive of (without duplication) any portion of the foregoing that represents:
|
|
(i)
|
all Monthly Payments and balloon payments collected but due on a Due Date (without regard to grace periods) that occurs after the end of the related Collection Period;
|
|
(ii)
|
all unscheduled payments of principal (including prepayments) and interest, net liquidation proceeds, net insurance proceeds and Net Condemnation Proceeds and other unscheduled recoveries, together with any Monthly Payments and any balloon payments, that were received after the related Determination Date (other than the monthly remittance on the Outside Serviced Mortgage Loan or the Issuing Entity’s interest in any related REO Property contemplated by clause (b) of this definition);
|
|
(iii)
|
all amounts in the Collection Account that are due or reimbursable to any person other than the Certificateholders;
|
|
(iv)
|
with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis and any Distribution Date occurring in January (except in a leap year) or February of each calendar year (commencing in 2014) (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld Amount to the extent those funds are on deposit in the Collection Account and held pending transfer to the Interest Reserve Account;
|
|
(v)
|
Excess Interest;
|
|
(vi)
|
all yield maintenance charges and prepayment premiums;
|
|
(vii)
|
all amounts deposited in the Collection Account or the Lower-Tier Distribution Account in error; and
|
|
(viii)
|
any late payment charges, any default interest received on any Mortgage Loan in excess of interest calculated at the Mortgage Loan Rate for the Mortgage Loan and any similar fees and charges;
|
|
(b)
|
if and to the extent not already included in clause (a) above, the aggregate amount transferred from any REO Account to the Collection Account for such Distribution Date pursuant to the Pooling and Servicing Agreement and the remittance received on the Outside Serviced Mortgage Loan or the Issuing Entity’s interest in any related REO Property in the month of such Distribution Date, to the extent that each such transfer is made or such remittance is received by the close of business on the business day immediately preceding the related Master Servicer Remittance Date;
|
|
(c)
|
all Compensating Interest Payments made by the Master Servicer with respect to such Distribution Date and all P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to
|
|
(d)
|
for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in that month), the related Withheld Amounts required to be deposited in the Lower-Tier Distribution Account pursuant to the Pooling and Servicing Agreement.
|
|
(a)
|
the sum, without duplication, of:
|
|
(1)
|
the principal component of all scheduled Monthly Payments and balloon payments due on the Mortgage Loans (including the REO Mortgage Loans) on their respective Due Dates immediately preceding such Distribution Date (if and to the extent received by the Master Servicer by the related Determination Date (or, in the case of the Outside Serviced Mortgage Loan, by the business day immediately preceding the related Master Servicer Remittance Date) or (other than balloon payments) advanced by the Master Servicer or Trustee in respect of such Distribution Date);
|
|
(2)
|
the principal component of any payment on any Mortgage Loan received or applied on or after the date on which such payment was due which is on deposit in the Collection Account as of the
|
|
(3)
|
the Unscheduled Payments with respect to the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date; and
|
|
(4)
|
the Principal Shortfall, if any, for such Distribution Date, less
|
|
(b)
|
the sum, without duplication, of the amount of any reimbursements of:
|
|
(1)
|
Non-Recoverable Advances, with interest on such Non-Recoverable Advances, that are paid or reimbursed to the Master Servicer and/or the Trustee from principal collected on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; and
|
|
(2)
|
Workout-Delayed Reimbursement Amounts that are paid or reimbursed to the Master Servicer and/or the Trustee from principal collected on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date;
|
|
(i)
|
to the Class A-AB Certificates, in an amount equal to the lesser of the Principal Distribution Amount for such Distribution Date and the amount necessary to reduce the Certificate Principal Amount of the
|
|
(ii)
|
to the Class A-1 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clause (i) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-1 Certificates is reduced to zero;
|
|
(iii)
|
to the Class A-2 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) and (ii) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-2 Certificates is reduced to zero;
|
|
(iv)
|
to the Class A-3 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (iii) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-3 Certificates is reduced to zero;
|
|
(v)
|
to the Class A-4 Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (iv) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-4 Certificates is reduced to zero; and
|
|
(vi)
|
to the Class A-AB Certificates, in an amount equal to the Principal Distribution Amount (or the portion of it remaining after payments specified in clauses (i) through (v) above) for such Distribution Date, until the Certificate Principal Amount of the Class A-AB Certificates is reduced to zero;
|
|
·
|
the date on which a modification of the Mortgage Loan that, among other things, reduces the amount of Monthly Payments on a Mortgage Loan, or changes any other material economic term of the Mortgage Loan or impairs the security of the Mortgage Loan, becomes effective as a result of a modification of the related Mortgage Loan following the occurrence of a Servicing Transfer Event;
|
|
·
|
the date on which the Mortgage Loan is 60 days or more delinquent in respect of any scheduled monthly debt service payment (other than a balloon payment);
|
|
·
|
solely in the case of a delinquent balloon payment, (A) the date occurring 60 days beyond the date on which that balloon payment was due (except as described in clause B below) or (B) if the related borrower has delivered to the Master Servicer, who shall promptly deliver a copy thereof to the Special Servicer, a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, the date occurring 120 days after the date on which that balloon payment was due (or for such shorter period beyond the date on which that balloon payment was due during which the refinancing is scheduled to occur);
|
|
·
|
the date on which the related Mortgaged Property became an REO Property;
|
|
·
|
the 60th day after a receiver or similar official is appointed (and continues in that capacity) in respect of the related Mortgaged Property;
|
|
·
|
the 60th day after the date the related borrower is subject to a bankruptcy, insolvency or similar proceedings (if not dismissed within those 60 days); or
|
|
·
|
the date on which the Mortgage Loan remains outstanding five years following any extension of its maturity date pursuant to the Pooling and Servicing Agreement.
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
86%
|
86%
|
86%
|
86%
|
86%
|
|||||
December 10, 2015
|
65%
|
65%
|
65%
|
65%
|
65%
|
|||||
December 10, 2016
|
42%
|
42%
|
42%
|
42%
|
42%
|
|||||
December 10, 2017
|
17%
|
17%
|
17%
|
17%
|
17%
|
|||||
December 10, 2018 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
2.62
|
2.61
|
2.61
|
2.61
|
2.61
|
|||||
First Principal Payment Date
|
January 2014
|
January 2014
|
January 2014
|
January 2014
|
January 2014
|
|||||
Last Principal Payment Date
|
September 2018
|
June 2018
|
May 2018
|
May 2018
|
May 2018
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
4.88
|
4.85
|
4.82
|
4.78
|
4.52
|
|||||
First Principal Payment Date
|
September 2018
|
June 2018
|
May 2018
|
May 2018
|
May 2018
|
|||||
Last Principal Payment Date
|
November 2018
|
November 2018
|
November 2018
|
November 2018
|
November 2018
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2019
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2020
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2021
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2022
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
9.76
|
9.73
|
9.69
|
9.64
|
9.48
|
|||||
First Principal Payment Date
|
September 2023
|
February 2023
|
February 2023
|
February 2023
|
February 2023
|
|||||
Last Principal Payment Date
|
October 2023
|
September 2023
|
September 2023
|
September 2023
|
June 2023
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2019
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2020
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2021
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2022
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
9.84
|
9.83
|
9.82
|
9.79
|
9.60
|
|||||
First Principal Payment Date
|
October 2023
|
September 2023
|
September 2023
|
September 2023
|
June 2023
|
|||||
Last Principal Payment Date
|
November 2023
|
October 2023
|
October 2023
|
October 2023
|
August 2023
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
98%
|
98%
|
98%
|
98%
|
98%
|
|||||
December 10, 2019
|
79%
|
79%
|
79%
|
79%
|
79%
|
|||||
December 10, 2020
|
59%
|
59%
|
59%
|
59%
|
59%
|
|||||
December 10, 2021
|
38%
|
38%
|
38%
|
38%
|
38%
|
|||||
December 10, 2022
|
16%
|
16%
|
16%
|
16%
|
16%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
7.43
|
7.43
|
7.43
|
7.43
|
7.44
|
|||||
First Principal Payment Date
|
November 2018
|
November 2018
|
November 2018
|
November 2018
|
November 2018
|
|||||
Last Principal Payment Date
|
September 2023
|
September 2023
|
September 2023
|
September 2023
|
August 2023
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2019
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2020
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2021
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2022
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
9.92
|
9.92
|
9.89
|
9.84
|
9.67
|
|||||
First Principal Payment Date
|
November 2023
|
October 2023
|
October 2023
|
October 2023
|
August 2023
|
|||||
Last Principal Payment Date
|
November 2023
|
November 2023
|
November 2023
|
November 2023
|
August 2023
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2019
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2020
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2021
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2022
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
9.92
|
9.92
|
9.92
|
9.92
|
9.67
|
|||||
First Principal Payment Date
|
November 2023
|
November 2023
|
November 2023
|
November 2023
|
August 2023
|
|||||
Last Principal Payment Date
|
November 2023
|
November 2023
|
November 2023
|
November 2023
|
August 2023
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2019
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2020
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2021
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2022
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
9.92
|
9.92
|
9.90
|
9.88
|
9.67
|
|||||
First Principal Payment Date
|
November 2023
|
October 2023
|
October 2023
|
October 2023
|
August 2023
|
|||||
Last Principal Payment Date
|
November 2023
|
November 2023
|
November 2023
|
November 2023
|
August 2023
|
Prepayment Assumption (CPR)
|
||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
Closing Date
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2014
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2015
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2016
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2017
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2018
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2019
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2020
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2021
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2022
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
December 10, 2023 and thereafter
|
0%
|
0%
|
0%
|
0%
|
0%
|
|||||
Weighted Average Life (in years)
|
9.92
|
9.92
|
9.92
|
9.92
|
9.67
|
|||||
First Principal Payment Date
|
November 2023
|
November 2023
|
November 2023
|
November 2023
|
August 2023
|
|||||
Last Principal Payment Date
|
November 2023
|
November 2023
|
November 2023
|
November 2023
|
August 2023
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
3.120%
|
3.127%
|
3.128%
|
3.128%
|
3.128%
|
|||||
96-00
|
2.703%
|
2.708%
|
2.709%
|
2.709%
|
2.709%
|
|||||
97-00
|
2.291%
|
2.295%
|
2.296%
|
2.296%
|
2.296%
|
|||||
98-00
|
1.886%
|
1.889%
|
1.889%
|
1.889%
|
1.889%
|
|||||
99-00
|
1.487%
|
1.488%
|
1.489%
|
1.489%
|
1.489%
|
|||||
100-00
|
1.094%
|
1.094%
|
1.094%
|
1.094%
|
1.094%
|
|||||
101-00
|
0.706%
|
0.705%
|
0.704%
|
0.704%
|
0.704%
|
|||||
102-00
|
0.324%
|
0.321%
|
0.321%
|
0.321%
|
0.321%
|
|||||
103-00
|
-0.053%
|
-0.057%
|
-0.058%
|
-0.058%
|
-0.058%
|
|||||
104-00
|
-0.425%
|
-0.430%
|
-0.431%
|
-0.431%
|
-0.431%
|
|||||
105-00
|
-0.791%
|
-0.798%
|
-0.799%
|
-0.799%
|
-0.799%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
4.113%
|
4.117%
|
4.124%
|
4.134%
|
4.195%
|
|||||
96-00
|
3.877%
|
3.881%
|
3.886%
|
3.894%
|
3.943%
|
|||||
97-00
|
3.645%
|
3.648%
|
3.651%
|
3.657%
|
3.693%
|
|||||
98-00
|
3.415%
|
3.417%
|
3.420%
|
3.423%
|
3.447%
|
|||||
99-00
|
3.188%
|
3.189%
|
3.190%
|
3.192%
|
3.203%
|
|||||
100-00
|
2.964%
|
2.964%
|
2.964%
|
2.964%
|
2.963%
|
|||||
101-00
|
2.742%
|
2.741%
|
2.740%
|
2.738%
|
2.725%
|
|||||
102-00
|
2.523%
|
2.521%
|
2.518%
|
2.514%
|
2.490%
|
|||||
103-00
|
2.306%
|
2.303%
|
2.299%
|
2.293%
|
2.257%
|
|||||
104-00
|
2.092%
|
2.088%
|
2.083%
|
2.075%
|
2.027%
|
|||||
105-00
|
1.880%
|
1.875%
|
1.869%
|
1.859%
|
1.800%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
4.517%
|
4.519%
|
4.521%
|
4.524%
|
4.532%
|
|||||
96-00
|
4.385%
|
4.386%
|
4.388%
|
4.390%
|
4.397%
|
|||||
97-00
|
4.255%
|
4.256%
|
4.257%
|
4.259%
|
4.264%
|
|||||
98-00
|
4.126%
|
4.127%
|
4.127%
|
4.128%
|
4.132%
|
|||||
99-00
|
3.999%
|
3.999%
|
3.999%
|
4.000%
|
4.001%
|
|||||
100-00
|
3.873%
|
3.873%
|
3.873%
|
3.873%
|
3.873%
|
|||||
101-00
|
3.749%
|
3.748%
|
3.748%
|
3.747%
|
3.746%
|
|||||
102-00
|
3.626%
|
3.625%
|
3.625%
|
3.623%
|
3.620%
|
|||||
103-00
|
3.505%
|
3.504%
|
3.502%
|
3.501%
|
3.495%
|
|||||
104-00
|
3.385%
|
3.383%
|
3.382%
|
3.379%
|
3.373%
|
|||||
105-00
|
3.266%
|
3.264%
|
3.262%
|
3.260%
|
3.251%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
4.802%
|
4.803%
|
4.804%
|
4.805%
|
4.815%
|
|||||
96-00
|
4.669%
|
4.670%
|
4.670%
|
4.671%
|
4.680%
|
|||||
97-00
|
4.538%
|
4.538%
|
4.539%
|
4.540%
|
4.546%
|
|||||
98-00
|
4.408%
|
4.409%
|
4.409%
|
4.409%
|
4.413%
|
|||||
99-00
|
4.280%
|
4.280%
|
4.281%
|
4.281%
|
4.283%
|
|||||
100-00
|
4.154%
|
4.154%
|
4.154%
|
4.154%
|
4.153%
|
|||||
101-00
|
4.029%
|
4.029%
|
4.028%
|
4.028%
|
4.026%
|
|||||
102-00
|
3.905%
|
3.905%
|
3.904%
|
3.904%
|
3.900%
|
|||||
103-00
|
3.783%
|
3.783%
|
3.782%
|
3.781%
|
3.775%
|
|||||
104-00
|
3.662%
|
3.662%
|
3.661%
|
3.660%
|
3.652%
|
|||||
105-00
|
3.543%
|
3.542%
|
3.541%
|
3.540%
|
3.530%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
4.497%
|
4.497%
|
4.497%
|
4.497%
|
4.497%
|
|||||
96-00
|
4.331%
|
4.331%
|
4.331%
|
4.331%
|
4.331%
|
|||||
97-00
|
4.168%
|
4.168%
|
4.168%
|
4.168%
|
4.168%
|
|||||
98-00
|
4.006%
|
4.006%
|
4.006%
|
4.006%
|
4.006%
|
|||||
99-00
|
3.847%
|
3.847%
|
3.847%
|
3.847%
|
3.847%
|
|||||
100-00
|
3.689%
|
3.689%
|
3.689%
|
3.689%
|
3.689%
|
|||||
101-00
|
3.533%
|
3.533%
|
3.533%
|
3.533%
|
3.533%
|
|||||
102-00
|
3.379%
|
3.379%
|
3.379%
|
3.379%
|
3.379%
|
|||||
103-00
|
3.227%
|
3.227%
|
3.227%
|
3.227%
|
3.227%
|
|||||
104-00
|
3.076%
|
3.076%
|
3.076%
|
3.076%
|
3.076%
|
|||||
105-00
|
2.928%
|
2.928%
|
2.928%
|
2.928%
|
2.928%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
7-24
|
8.559%
|
8.490%
|
8.408%
|
8.288%
|
7.619%
|
|||||
8-00
|
7.588%
|
7.519%
|
7.437%
|
7.316%
|
6.643%
|
|||||
8-08
|
6.668%
|
6.598%
|
6.515%
|
6.393%
|
5.717%
|
|||||
8-16
|
5.792%
|
5.722%
|
5.639%
|
5.516%
|
4.837%
|
|||||
8-24
|
4.959%
|
4.888%
|
4.804%
|
4.681%
|
3.998%
|
|||||
9-00
|
4.163%
|
4.092%
|
4.008%
|
3.884%
|
3.198%
|
|||||
9-08
|
3.403%
|
3.332%
|
3.247%
|
3.122%
|
2.434%
|
|||||
9-16
|
2.676%
|
2.604%
|
2.519%
|
2.393%
|
1.702%
|
|||||
9-24
|
1.979%
|
1.907%
|
1.821%
|
1.695%
|
1.001%
|
|||||
10-00
|
1.310%
|
1.238%
|
1.152%
|
1.025%
|
0.328%
|
|||||
10-08
|
0.668%
|
0.595%
|
0.509%
|
0.381%
|
-0.318%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
0-04
|
66.677%
|
66.654%
|
66.624%
|
66.583%
|
66.482%
|
|||||
0-08
|
30.510%
|
30.479%
|
30.440%
|
30.385%
|
30.060%
|
|||||
0-12
|
17.184%
|
17.151%
|
17.109%
|
17.050%
|
16.550%
|
|||||
0-16
|
9.625%
|
9.590%
|
9.547%
|
9.486%
|
8.858%
|
|||||
0-20
|
4.514%
|
4.479%
|
4.435%
|
4.372%
|
3.646%
|
|||||
0-24
|
0.719%
|
0.683%
|
0.638%
|
0.574%
|
-0.231%
|
|||||
0-28
|
-2.270%
|
-2.306%
|
-2.351%
|
-2.417%
|
-3.287%
|
|||||
1-00
|
-4.718%
|
-4.754%
|
-4.800%
|
-4.867%
|
-5.792%
|
|||||
1-04
|
-6.782%
|
-6.818%
|
-6.865%
|
-6.932%
|
-7.905%
|
|||||
1-08
|
-8.559%
|
-8.596%
|
-8.643%
|
-8.711%
|
-9.726%
|
|||||
1-12
|
-10.116%
|
-10.154%
|
-10.201%
|
-10.270%
|
-11.322%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
5.231%
|
5.231%
|
5.233%
|
5.235%
|
5.244%
|
|||||
96-00
|
5.096%
|
5.096%
|
5.097%
|
5.099%
|
5.106%
|
|||||
97-00
|
4.963%
|
4.963%
|
4.964%
|
4.965%
|
4.970%
|
|||||
98-00
|
4.831%
|
4.831%
|
4.832%
|
4.833%
|
4.836%
|
|||||
99-00
|
4.701%
|
4.701%
|
4.701%
|
4.702%
|
4.703%
|
|||||
100-00
|
4.573%
|
4.573%
|
4.573%
|
4.573%
|
4.572%
|
|||||
101-00
|
4.446%
|
4.446%
|
4.445%
|
4.445%
|
4.443%
|
|||||
102-00
|
4.320%
|
4.320%
|
4.320%
|
4.319%
|
4.315%
|
|||||
103-00
|
4.197%
|
4.197%
|
4.196%
|
4.194%
|
4.189%
|
|||||
104-00
|
4.074%
|
4.074%
|
4.073%
|
4.071%
|
4.064%
|
|||||
105-00
|
3.953%
|
3.953%
|
3.951%
|
3.949%
|
3.940%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
5.810%
|
5.810%
|
5.810%
|
5.810%
|
5.822%
|
|||||
96-00
|
5.671%
|
5.671%
|
5.671%
|
5.671%
|
5.681%
|
|||||
97-00
|
5.534%
|
5.534%
|
5.534%
|
5.534%
|
5.541%
|
|||||
98-00
|
5.398%
|
5.398%
|
5.398%
|
5.398%
|
5.403%
|
|||||
99-00
|
5.265%
|
5.265%
|
5.265%
|
5.265%
|
5.267%
|
|||||
100-00
|
5.133%
|
5.133%
|
5.133%
|
5.133%
|
5.132%
|
|||||
101-00
|
5.002%
|
5.002%
|
5.002%
|
5.002%
|
4.999%
|
|||||
102-00
|
4.873%
|
4.873%
|
4.873%
|
4.873%
|
4.868%
|
|||||
103-00
|
4.746%
|
4.746%
|
4.746%
|
4.746%
|
4.738%
|
|||||
104-00
|
4.620%
|
4.620%
|
4.620%
|
4.620%
|
4.610%
|
|||||
105-00
|
4.496%
|
4.496%
|
4.496%
|
4.496%
|
4.483%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
5.572%
|
5.572%
|
5.573%
|
5.574%
|
5.584%
|
|||||
96-00
|
5.434%
|
5.434%
|
5.435%
|
5.437%
|
5.444%
|
|||||
97-00
|
5.299%
|
5.299%
|
5.300%
|
5.301%
|
5.306%
|
|||||
98-00
|
5.165%
|
5.165%
|
5.166%
|
5.167%
|
5.170%
|
|||||
99-00
|
5.033%
|
5.033%
|
5.033%
|
5.034%
|
5.035%
|
|||||
100-00
|
4.902%
|
4.902%
|
4.903%
|
4.903%
|
4.902%
|
|||||
101-00
|
4.773%
|
4.773%
|
4.774%
|
4.774%
|
4.770%
|
|||||
102-00
|
4.646%
|
4.646%
|
4.646%
|
4.646%
|
4.640%
|
|||||
103-00
|
4.520%
|
4.520%
|
4.520%
|
4.520%
|
4.512%
|
|||||
104-00
|
4.396%
|
4.396%
|
4.396%
|
4.395%
|
4.385%
|
|||||
105-00
|
4.273%
|
4.273%
|
4.272%
|
4.272%
|
4.259%
|
0% CPR during lockout, defeasance and/or yield maintenance
or fixed prepayment premiums–otherwise at indicated CPR
|
||||||||||
Assumed Price (32nds)
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
|||||
95-00
|
5.892%
|
5.892%
|
5.892%
|
5.891%
|
5.903%
|
|||||
96-00
|
5.752%
|
5.752%
|
5.752%
|
5.752%
|
5.761%
|
|||||
97-00
|
5.615%
|
5.615%
|
5.615%
|
5.614%
|
5.621%
|
|||||
98-00
|
5.479%
|
5.479%
|
5.479%
|
5.479%
|
5.482%
|
|||||
99-00
|
5.345%
|
5.345%
|
5.345%
|
5.344%
|
5.346%
|
|||||
100-00
|
5.212%
|
5.212%
|
5.212%
|
5.212%
|
5.210%
|
|||||
101-00
|
5.081%
|
5.081%
|
5.081%
|
5.081%
|
5.077%
|
|||||
102-00
|
4.952%
|
4.952%
|
4.952%
|
4.952%
|
4.945%
|
|||||
103-00
|
4.824%
|
4.824%
|
4.824%
|
4.824%
|
4.815%
|
|||||
104-00
|
4.698%
|
4.698%
|
4.698%
|
4.698%
|
4.686%
|
|||||
105-00
|
4.573%
|
4.573%
|
4.573%
|
4.573%
|
4.559%
|
|
●
|
the higher of the following standards of care:
|
|
1.
|
with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans with similar borrowers and comparable REO properties for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own mortgage loans and REO properties; and
|
|
2.
|
with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers comparable mortgage loans and REO properties owned by the Master Servicer or the Special Servicer, as the case may be; and
|
|
●
|
with a view to-
|
|
1.
|
the timely recovery of all payments of principal and interest, including balloon payments, under those Mortgage Loans; or
|
|
2.
|
in the case of (a) a Specially Serviced Loan or (b) a Mortgage Loan as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan to the Certificateholders (as if they were one lender) of principal and interest, including balloon payments, on a present value basis; and
|
|
●
|
without regard to-
|
|
1.
|
any relationship, including as lender on any other debt, that the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates may have with any of the underlying borrowers, or any affiliate of the underlying borrowers, or any other party to the Pooling and Servicing Agreement;
|
|
2.
|
the ownership of any Certificate by the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates;
|
|
3.
|
the obligation, if any, of the Master Servicer to make Advances;
|
|
4.
|
the right of the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates to receive compensation or reimbursement of costs under the Pooling and Servicing Agreement generally or with respect to any particular transaction; and
|
|
5.
|
the ownership, servicing or management for others of any mortgage loan or real property not covered by the Pooling and Servicing Agreement by the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates.
|
|
●
|
which is not a Specially Serviced Loan; or
|
|
●
|
that is a Corrected Loan.
|
|
(a)
|
the related borrower has failed to make when due any scheduled monthly debt service payment or a balloon payment, which failure continues unremedied (without regard to any grace period):
|
|
●
|
except in the case of a Mortgage Loan delinquent in respect of its balloon payment, for 60 days beyond the date that payment was due; or
|
|
●
|
solely in the case of a delinquent balloon payment, (A) 60 days beyond the date on which that balloon payment was due (except as described in clause B below) or (B) in the case of a Mortgage Loan delinquent with respect to the balloon payment as to which the related borrower delivered to the Master Servicer, who shall promptly deliver a copy thereof to the Special Servicer, a refinancing commitment acceptable to the Special Servicer prior to the date 60 days after maturity, 120 days beyond the date on which that balloon payment was due (or for such shorter period beyond the date on which that balloon payment was due during which the refinancing is scheduled to occur); or
|
|
(b)
|
there has occurred a default (other than as set forth in clause (a) and other than an Acceptable Insurance Default) that the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing) determines materially impairs the value of the related Mortgaged Property as security for the Mortgage Loan or otherwise materially adversely affects the interests of Certificateholders in the Mortgage Loan, and continues unremedied for the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified and the default is capable of being cured, for 30 days); provided that any default that results in acceleration of the related Mortgage Loan without the application of any grace period under the related loan documents will be deemed not to have a grace period; and provided, further, that any default requiring a Property Advance will be deemed to materially and adversely affect the interests of Certificateholders in the Mortgage Loan; or
|
|
(c)
|
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law or the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, has been entered against the related borrower and such decree or order has remained in force and not dismissed for a period of 60 days; or
|
|
(d)
|
the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower or of or relating to all or substantially all of its property; or
|
|
(e)
|
the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations; or
|
|
(f)
|
the Master Servicer has received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property; or
|
|
(g)
|
the Master Servicer or Special Servicer (and, in the case of the Special Servicer, with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing) determines that (i) a default (other than an Acceptable Insurance Default) under the Mortgage Loan is reasonably foreseeable, (ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or otherwise materially adversely affect the interests of Certificateholders in the Mortgage Loan, and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Mortgage Loan or, if no cure period is specified and the default is capable of being cured, for 30 days (provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan).
|
|
●
|
with respect to the circumstances described in clause (a) of the definition of Specially Serviced Loan, the related borrower has made three consecutive full and timely scheduled monthly debt service payments under the terms of the Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement);
|
|
●
|
with respect to the circumstances described in clauses (c), (d), (e) and (g) of the definition of Specially Serviced Loan, the circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (c), (d) and (e), no later than the entry of an order or decree dismissing such proceeding;
|
|
●
|
with respect to the circumstances described in clause (b) of the definition of Specially Serviced Loan, the default is cured as determined by the Special Servicer in its reasonable, good faith judgment; and
|
|
●
|
with respect to the circumstances described in clause (f) of the definition of Specially Serviced Loan, the proceedings are terminated;
|
|
·
|
if a responsible officer of the Trustee has actual knowledge of the failure, to give the Master Servicer notice of its failure; and
|
|
·
|
if the failure continues for three more business days, to make the Property Advance, unless the Trustee determines such Property Advance would be a Non-Recoverable Advance.
|
Accounts
|
Application of Penalty Charges and Modification Fees
|
Withdrawals from the Collection Account
|
Enforcement of “Due-On-Sale” and “Due-On-Encumbrance” Clauses
|
|
●
|
the Special Servicer or the Master Servicer, as applicable, has received a Rating Agency Confirmation, or
|
|
●
|
such Mortgage Loan (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Issuing Entity, (B) has a principal balance that is $35 million or less, and (C) is not one of the 10 largest Mortgage Loans in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $10,000,000).
|
|
●
|
the Special Servicer or the Master Servicer, as applicable, has received a Rating Agency Confirmation, or
|
|
●
|
such Mortgage Loan (A) represents less than 2% of the principal balance of all of the Mortgage Loans in the Issuing Entity, (B) has a principal balance that is $20 million or less, (C) has a loan-to-value ratio equal to or less than 85% (including any existing and proposed debt), (D) has a debt service coverage ratio equal to or greater than 1.20x (in each case, determined based upon the aggregate of the principal balance of the Mortgage Loan and the principal amount of the proposed additional lien) and (E) is not one of the 10 largest Mortgage Loans in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Mortgage Loan has a principal balance less than $5,000,000).
|
|
●
|
a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB applicable to it;
|
|
●
|
a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;
|
|
●
|
the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the preceding calendar year, setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status of each such failure; and
|
|
●
|
a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the preceding calendar year.
|
Certain Matters Regarding the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor
|
|
(a)
|
(i) any failure by the Master Servicer to make a required deposit to the Collection Account, on the day such deposit was first required to be made, which failure is not remedied within one business day or (ii) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by 11:00 a.m., New York City time, on the relevant Distribution Date;
|
|
(b)
|
any failure by the Special Servicer to deposit into any REO Account within two business days after the day such deposit is required to be made, or to remit to the Master Servicer for deposit in the Collection Account any such remittance required to be made by the Special Servicer within one business day after such remittance is required to be made, under the Pooling and Servicing Agreement;
|
|
(c)
|
any failure by the Master Servicer or the Special Servicer duly to observe or perform in any material respect any of its other covenants or obligations under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days (ten days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure to pay the premium for any insurance policy required to be maintained under the Pooling and Servicing Agreement or such shorter period (not less than two business days) as may be required to avoid the commencement of foreclosure proceedings for unpaid real estate taxes or the lapse of insurance, as applicable) after written notice of the failure has been given to the Master Servicer or the Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to the related Pooling and Servicing Agreement, by Certificateholders of any Class, evidencing, as to that Class, not less than 25% of the Voting Rights allocable thereto (considering each Class of the Class A-S, Class B and Class C Certificates together
|
|
|
with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose); provided, however, if that failure is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 60 days (provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure);
|
|
(d)
|
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty in the Pooling and Servicing Agreement, which materially and adversely affects the interests of any Class of Certificateholders, and which continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the holders of Certificates entitled to not less than 25% of the Voting Rights; provided, however, if that breach is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing that cure, that 30-day period will be extended an additional 60 days (provided that the Master Servicer, or the Special Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure);
|
|
(e)
|
certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the Master Servicer or the Special Servicer, and certain actions by or on behalf of the Master Servicer or the Special Servicer indicating its insolvency or inability to pay its obligations;
|
|
(f)
|
either Moody’s Investors Service, Inc. (“Moody’s”) or Kroll Bond Rating Agency, Inc. (“KBRA”) has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (ii) placed one or more Classes of Certificates on “watch status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (i) or (ii), citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by such Rating Agency within 60 days of such event);
|
|
(g)
|
the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3” from Fitch Ratings, Inc. (“Fitch”) and that rating is not reinstated within 60 days or the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 60 days, as the case may be; or
|
|
(h)
|
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or sub-servicer appointed by the Master Servicer or the Special Servicer, as applicable, after the Closing Date (but excluding any primary servicer or sub-servicer which the Master Servicer has been instructed to retain by the Depositor or a Sponsor), fails to deliver the items required by the Pooling and Servicing Agreement after any applicable notice and cure period to enable the Certificate Administrator or Depositor to comply with the Issuing Entity’s reporting obligations under the Exchange Act (any primary servicer or sub-servicer that defaults in accordance with this clause may be terminated at the direction of the Depositor).
|
Waivers of Servicer Termination Events
|
Termination of the Special Servicer
|
|
(a)
|
if a Control Termination Event has not occurred (or has occurred, but is no longer continuing), the Special Servicer may be removed at the direction of the Controlling Class Representative upon satisfaction of certain conditions specified in the Pooling and Servicing Agreement (including the delivery of a Rating Agency Confirmation); and
|
|
(b)
|
if a Control Termination Event has occurred and is continuing, the Special Servicer may be removed,, in accordance with the procedures set forth below, at the written direction of (a) holders of Certificates (other than Class R and Class S Certificates) evidencing at least 75% of the aggregate Voting Rights of the Certificates (other than Class R and Class S Certificates) or (b) holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights of each Class of Non-Reduced Certificates (considering each Class of the Class A-S, Class B and Class C Certificates together with the Class PEZ Component with the same alphabetical designation as a single “Class” for such purpose).
|
Amendment
|
|
(a)
|
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
|
|
(b)
|
to correct or supplement any of its provisions which may be inconsistent with any other provisions of the Pooling and Servicing Agreement or with the description of the provisions in this prospectus supplement or the prospectus, or to correct any error;
|
|
(c)
|
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, any Distribution Account or any REO Account; provided that (A) the Master Servicer Remittance Date may in no event be later than the business day prior to the related Distribution Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the party requesting the amendment);
|
|
(d)
|
to modify, eliminate or add to any of its provisions (i) to the extent necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Issuing Entity; provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (ii) to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to a non-permitted transferee (see “Material Federal Income Tax Consequences—REMICs—Tax and Restrictions on Transfers of REMIC Residual Certificates to Particular Organizations” in the prospectus), or (iii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;
|
|
(e)
|
to make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of counsel;
|
|
(f)
|
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the ratings assigned to each Class of Certificates by any Rating Agency; provided that such amendment will not adversely affect in any material respect the interests of any Certificateholder;
|
|
(g)
|
to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5 under the Exchange Act (“Rule 17g-5”); provided that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless the modification
|
|
|
would materially adversely affect that party or materially increase that party’s obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided to all parties to the Pooling and Servicing Agreement; and
|
|
(h)
|
in the event of a TIA Applicability Determination (as defined below), to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to the extent necessary to (A) effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A).
|
|
(i)
|
approving leases in excess of the lesser of 30,000 square feet and 30% of the net rentable area related Mortgaged Property;
|
|
(ii)
|
approving any waiver regarding the receipt of financial statements (other than immaterial timing waivers);
|
|
(iii)
|
approving annual budgets for the related Mortgaged Property with material increases in operating expenses or payments to affiliates of the related borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);
|
|
(iv)
|
approving material easements;
|
|
(v)
|
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a waiver of a mortgage loan event of default, (B) a modification of the type of defeasance collateral required under the loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (C) a modification that would permit a principal prepayment instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment; provided that the foregoing is not otherwise a Major Decision;
|
|
(vi)
|
the processing of material releases of and from escrow accounts or reserve accounts, or letters of credit held as performance or “earn-out” escrows or reserves, but excluding routine and customary escrow and reserve disbursements; and
|
|
(vii)
|
the processing of requests to incur additional debt in accordance with the terms of the Mortgage Loan documents.
|
|
(A)
|
any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Mortgage Loans as come into and continue in default;
|
|
(B)
|
any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Mortgage Loan or any extension of the maturity date of such Mortgage Loan;
|
|
(C)
|
any sale of a Defaulted Mortgage Loan or an REO Property (other than in connection with the termination of the Issuing Entity as described under “The Pooling and Servicing Agreement—Optional Termination; Optional Mortgage Loan Purchase” in this prospectus supplement) for less than the applicable Repurchase Price (excluding the amount described in clause (vi) of the definition of “Repurchase Price”);
|
|
(D)
|
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;
|
|
(E)
|
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan or any consent to either of the foregoing, other than immaterial condemnation actions and other similar takings, or if otherwise required pursuant to the specific terms of the related Mortgage Loan and for which there is no lender discretion;
|
|
(F)
|
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan or, if lender consent is required, any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender under the related loan agreement or related to an immaterial easement, right of way or similar agreement;
|
|
(G)
|
any property management company changes or franchise changes, in each case to the extent the lender is required to consent or approve under the related Mortgage Loan documents;
|
|
(H)
|
releases of any escrow accounts, reserve accounts or letters of credit held as performance or “earn-out” escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan and for which there is no lender discretion;
|
|
(I)
|
any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan other than pursuant to the specific terms of such Mortgage Loan and for which there is no lender discretion;
|
|
(J)
|
the determination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Servicing Transfer Event”;
|
|
(K)
|
following a default or an event of default with respect to a Mortgage Loan, any acceleration of the Mortgage Loan, or initiation of judicial, bankruptcy or similar proceedings under the related loan documents or with respect to the related borrower or Mortgaged Property;
|
|
(L)
|
any modification, waiver or amendment of an intercreditor agreement, Co-Lender Agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible Certificates;
|
|
(M)
|
any determination of an Acceptable Insurance Default;
|
|
(N)
|
any proposed modification or waiver of any material provision in the related loan documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related borrower; and
|
|
(O)
|
any approval of any casualty insurance settlements or condemnation settlements, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Mortgaged Property;
|
|
●
|
a Control Termination Event and a Consultation Termination Event will be deemed to have occurred and be continuing; and
|
|
●
|
the rights of the holder of more than 50% of the Class E Certificates (by Certificate Principal Amount), if the Class E Certificates are the Controlling Class of Certificates, to act as or appoint a Controlling Class Representative and the rights of a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination Event or a Consultation Termination Event is or would otherwise then be in effect).
|
|
(a)
|
may have special relationships and interests that conflict with those of holders of one or more Classes of Certificates;
|
|
(b)
|
may act solely in the interests of the holders of the Controlling Class;
|
|
(c)
|
does not have any liability or duties to the holders of any Class of Certificates other than the Controlling Class;
|
|
(d)
|
may take actions that favor the interests of the holders of the Controlling Class over the interests of the holders of one or more other Classes of Certificates; and
|
|
(e)
|
will have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in (a) – (d) above, and no Certificateholder may take any action whatsoever against the Controlling Class Representative or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal of the Controlling Class Representative for having so acted.
|
|
(a)
|
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material breach of its representations or warranties under the Pooling and Servicing Agreement, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure is given to the Operating Advisor by the Trustee or to the Operating Advisor and the Trustee by the holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period, the Operating Advisor will have an additional cure period of 30 days to effect such cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;
|
|
(b)
|
any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure continues unremedied for a period of 30 days;
|
|
(c)
|
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days;
|
|
(d)
|
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its
|
|
affairs, has been entered against the Operating Advisor, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;
|
|
(e)
|
the Operating Advisor consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings of or relating to the Operating Advisor or of or relating to all or substantially all of its property; or
|
|
(f)
|
the Operating Advisor admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations.
|
|
(x)
|
with respect to any condition in any Mortgage Loan document requiring a Rating Agency Confirmation or any other matter under the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans (other than as set forth in clause (y) or (z) below), the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable) will be required to determine (with the consent of the Controlling Class Representative, unless a Control Termination Event has occurred and is continuing (but in each case only in the case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer and deemed given if the Controlling Class Representative does not respond within seven Business Days of receipt of a request from the Special Servicer to consent to the Requesting Party’s determination), in accordance with its duties under the Pooling and Servicing Agreement and in accordance with the Servicing Standard, whether or not such action would be in accordance with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer or the Special Servicer, as applicable) makes such determination, then the requirement for a Rating Agency Confirmation will not apply (provided, however, with respect to defeasance, release or substitution of any collateral relating to any Mortgage Loan, any applicable Rating Agency Confirmation requirement in the Mortgage Loan documents will not apply, even without
|
|
|
the determination referred to in this clause (x) by the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable); provided, that the Master Servicer (with respect to non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, will in any event review the other conditions required under the related Mortgage Loan documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied);
|
|
(y)
|
with respect to a replacement of the Master Servicer or Special Servicer, such condition will be considered satisfied if:
|
|
(1)
|
Moody’s has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if Moody’s is the non-responding Rating Agency;
|
|
(2)
|
the applicable replacement master servicer has a master servicer rating of at least “CMS3” from Fitch or the applicable replacement special servicer has a special servicer rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency; and
|
|
(3)
|
KBRA has not cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency, as applicable; and
|
|
(z)
|
with respect to a replacement or successor of the Operating Advisor, such condition will be deemed to be waived with respect to any non-responding Rating Agency so long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction with respect to which the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.
|
|
(1)
|
a report as of the close of business on the immediately preceding Determination Date, containing some categories of information regarding the Mortgage Loans provided in Annex C to this prospectus supplement in the tables under the caption “Mortgage Pool Information,” calculated, where applicable, on the basis of the most recent relevant information provided by the borrowers to the Master Servicer and by the Master Servicer to the Certificate Administrator, and presented in a loan-by-loan and tabular format substantially similar to the formats utilized in Annex A to this prospectus supplement;
|
|
(2)
|
a Commercial Real Estate Finance Council (“CREFC®”) delinquent loan status report;
|
|
(3)
|
a CREFC® historical loan modification/forbearance and corrected mortgage loan report;
|
|
(4)
|
a CREFC® advance recovery report;
|
|
(5)
|
a CREFC® total loan report;
|
|
(6)
|
a CREFC® operating statement analysis report;
|
|
(7)
|
a CREFC® comparative financial status report;
|
|
(8)
|
a CREFC® net operating income adjustment worksheet;
|
|
(9)
|
a CREFC® real estate owned status report;
|
|
(10)
|
a CREFC® servicer watch list;
|
|
(11)
|
a CREFC® loan level reserve and letter of credit report;
|
|
(12)
|
a CREFC® property file;
|
|
(13)
|
a CREFC® financial file;
|
|
(14)
|
a CREFC® loan setup file; and
|
|
(15)
|
a CREFC® loan periodic update file.
|
●
|
a CREFC® property file;
|
●
|
a CREFC® financial file;
|
●
|
a CREFC® loan setup file; and
|
●
|
a CREFC® loan periodic update file.
|
●
|
Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with the calendar quarter ending March 31, 2014, a CREFC® operating statement analysis report but only to the extent the related borrower is required by the loan documents to deliver and does deliver, or otherwise agrees to provide and does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter; provided, however, that any analysis or report with respect to the first calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as of the date of this prospectus supplement, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer or Special Servicer, as applicable, will deliver to the Certificate Administrator and the Operating Advisor by electronic means the operating statement analysis upon request.
|
●
|
Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans) or the Master Servicer (with respect to non-Specially Serviced Loans) of an annual operating statement for each calendar year commencing with the calendar year ending December 31, 2014, a CREFC® net operating income adjustment worksheet, but only to the extent the related borrower is required by the mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, that information, presenting the computation made in accordance with the methodology described in the Pooling and Servicing Agreement to “normalize” the full year net operating income and debt service coverage numbers used by the Master Servicer to satisfy its reporting obligation described in clause (7) above. The Special Servicer or the Master Servicer will deliver to the Certificate Administrator and the Operating Advisor by electronic means the CREFC® net operating income adjustment worksheet upon request.
|
|
Information Available Electronically
|
|
(A)
|
the following “deal documents”:
|
●
|
the prospectus and this prospectus supplement;
|
●
|
the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, and the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements; and
|
●
|
the CREFC® loan setup file, delivered to the Certificate Administrator by the Master Servicer;
|
|
(B)
|
the following “SEC EDGAR filings”:
|
●
|
any reports on Forms 10-D, 10-K and 8-K that have been filed by the Certificate Administrator with respect to the Issuing Entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;
|
|
(C)
|
the following “periodic reports”:
|
●
|
the Distribution Date statements;
|
●
|
the CREFC® bond level files;
|
●
|
the CREFC® collateral summary files;
|
●
|
the CREFC® Reports (other than the CREFC® loan setup file), provided they are received by the Certificate Administrator; and
|
●
|
the annual reports prepared by the Operating Advisor;
|
|
(D)
|
the following “additional documents”:
|
●
|
the summary of any final asset status report delivered to the Certificate Administrator in electronic format; and
|
●
|
any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;
|
|
(E)
|
the following “special notices”:
|
●
|
all special notices sent by the Certificate Administrator to the Certificateholders as described in “Description of the Offered Certificates—Certificateholder Communication—Special Notices” in this prospectus supplement;
|
●
|
notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer or notice of any request by the holders of Non-Reduced Certificates evidencing at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;
|
●
|
notice of any waiver, modification or amendment of any term of any Mortgage Loan;
|
●
|
notice of final payment on the Certificates;
|
●
|
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;
|
●
|
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the COMM 2013-CCRE12 Master Servicer, the COMM 2013-CCRE12 Special Servicer or the COMM 2013-CCRE12 Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the COMM 2013-CCRE12 Master Servicer, the COMM 2013-CCRE12 Special Servicer or the COMM 2013-CCRE12 Trustee);
|
●
|
officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Non-Recoverable Advance;
|
●
|
notice of the termination of the Issuing Entity;
|
●
|
notice of the occurrence and continuance of a Control Termination Event;
|
●
|
notice of the occurrence and continuance of a Consultation Termination Event;
|
●
|
any Assessment of Compliance delivered to the Certificate Administrator; and
|
●
|
any Attestation Reports delivered to the Certificate Administrator;
|
|
(F)
|
the “Investor Q&A Forum”; and
|
|
(G)
|
solely to Certificateholders and Certificate Owners, the “Investor Registry”.
|
●
|
the prospectus and this prospectus supplement;
|
●
|
the Pooling and Servicing Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date, if any, the Mortgage Loan Purchase Agreements and any amendments and exhibits to those agreements;
|
●
|
all Certificate Administrator reports made available to holders of each relevant class of Certificates since the Closing Date;
|
●
|
all Distribution Date statements and all CREFC® Reports delivered or made available to Certificateholders;
|
●
|
all Assessments of Compliance and Attestation Reports delivered to the Certificate Administrator since the Closing Date;
|
●
|
the most recent property inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property;
|
●
|
any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed certain environmental issues;
|
●
|
the Mortgage Files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loans entered into or consented to by the Master Servicer, the Special Servicer, the COMM 2013-CCRE12 Master Servicer or the COMM 2013-CCRE12 Special Servicer and delivered to the Certificate Administrator;
|
●
|
the summary of any final asset status report delivered to the Certificate Administrator and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property;
|
●
|
officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Non-Recoverable Advance;
|
●
|
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the COMM 2013-CCRE12 Master Servicer, the COMM 2013-CCRE12 Special Servicer or the COMM 2013-CCRE12 Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the COMM 2013-CCRE12 Master Servicer, the COMM 2013-CCRE12 Special Servicer or the COMM 2013-CCRE12 Trustee);
|
●
|
notice of any request by at least 25% of the Voting Rights of the Certificates to terminate and replace the Special Servicer or notice of any request by at least 15% of the Voting Rights of the Non-Reduced Certificates to terminate and replace the Operating Advisor;
|
●
|
all special notices sent by the Certificate Administrator to the Certificateholders pursuant to the Pooling and Servicing Agreement;
|
●
|
any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format; and
|
●
|
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
|
●
|
The servicing fee payable to the COMM 2013-CCRE12 Master Servicer with respect to the Miracle Mile Shops Mortgage Loan under the COMM 2013-CCRE12 Pooling and Servicing Agreement is equal to 0.005% (0.5 basis points) per annum, which fee is correspondingly payable by the COMM 2013-CCRE12
|
|
Master Servicer to the COMM 2013-CCRE12 Primary Servicer pursuant to the primary servicing agreement between such parties.
|
●
|
The extent to which items with respect to the Whole Loan that are the equivalent of Assumption Fees and/or Modification Fees may be applied to offset servicing compensation, interest on advances and/or other expenses may be less than is the case under the Pooling and Servicing Agreement.
|
●
|
Items with respect to the Whole Loan that are the equivalent of Ancillary Fees, Assumption Fees and/or Modification Fees and that are allocated as additional servicing compensation, may be allocated between the COMM 2013-CCRE12 Master Servicer and the COMM 2013-CCRE12 Special Servicer in proportions that are different than with respect to the allocations between the Master Servicer and Special Servicer of such items collected on Mortgage Loans serviced under the Pooling and Servicing Agreement.
|
●
|
Penalty Charges with respect to the Whole Loan will be allocated in accordance with the Co-Lender Agreement and the COMM 2013-CCRE12 Pooling and Servicing Agreement.
|
●
|
No items with respect to the Whole Loan that are the equivalent of Ancillary Fees, Assumption Fees, Modification Fees and/or Penalty Charges will be allocated to the Master Servicer or Special Servicer as additional servicing compensation or otherwise applied in accordance with the Pooling and Servicing Agreement except to the extent that such items are received by the Issuing Entity with respect to the Miracle Mile Shops Mortgage Loan.
|
●
|
The fees payable to the COMM 2013-CCRE12 Master Servicer, and the fees (including the special servicing, liquidation and workout fees) payable to the COMM 2013-CCRE12 Special Servicer are as set forth under “Transaction Parties—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement.
|
●
|
The liquidation fee rate and workout fee rate under the COMM 2013-CCRE12 Pooling and Servicing Agreement are capped so as to limit liquidation fees and workout fees to no more than $1 million.
|
●
|
The COMM 2013-CCRE12 Special Servicer is allowed to subservice under limited circumstances.
|
●
|
The Miracle Mile Shops Directing Holder may exercise the rights described under “Description of the Mortgage Pool—The Whole Loan—Consultation and Control” in this prospectus supplement.
|
●
|
The COMM 2013-CCRE12 Master Servicer’s obligation to cover prepayment interest shortfalls with respect to the Miracle Mile Shops Whole Loan is generally capped at its servicing fee for the related distribution date under the COMM 2013-CCRE12 Pooling and Servicing Agreement, calculated at a rate of 0.03% per annum.
|
●
|
The allocation of duties in connection with the waiver and/or enforcement of due-on-sale and due-on-encumbrance provisions and other loan modifications, amendments and waivers, between the COMM 2013-CCRE12 Master Servicer and COMM 2013-CCRE12 Special Servicer are different than between the Master Servicer and the Special Servicer.
|
●
|
There are some variations in the definitions of “Major Decision” and “Special Servicer Decision” between the COMM 2013-CCRE12 Pooling and Servicing Agreement and the Pooling and Servicing Agreement.
|
●
|
The provisions of the COMM 2013-CCRE12 Pooling and Servicing Agreement may also vary from the Pooling and Servicing Agreement with respect to time periods and timing matters, terminology, allocation of ministerial duties between multiple servicers or other service providers, notice or rating agency communication and confirmation requirements.
|
●
|
a fiduciary of a plan subject to ERISA or section 4975 of the Code (collectively, “Plans”), or
|
●
|
any other person investing “plan assets” of any Plan,
|
●
|
the servicing and operation of pools of real estate loans, such as the mortgage pool, and
|
●
|
the purchase, sale and holding of mortgage pass-through certificates, such as the Offered Certificates, that are underwritten by an underwriter under the Underwriter Exemption.
|
●
|
first, the acquisition of the certificate by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party;
|
●
|
second, at the time of its acquisition by the Plan, the certificate must be rated in one of the four highest generic rating categories by at least one NRSRO that meets the requirements in the Underwriter Exemption (“Exemption Rating Agency”);
|
●
|
third, the trustee cannot be an affiliate of any other member of the Restricted Group (other than an underwriter);
|
●
|
fourth, the following must be true—
|
|
1.
|
the sum of all payments made to and retained by the underwriters must represent not more than reasonable compensation for underwriting the relevant class of certificates,
|
|
2.
|
the sum of all payments made to and retained by us in connection with the assignment of mortgage loans to the Issuing Entity must represent not more than the fair market value of the obligations, and
|
|
3.
|
the sum of all payments made to and retained by the Master Servicer, the Special Servicer or any sub-servicer must represent not more than reasonable compensation for that person’s services under the Pooling and Servicing Agreement and reimbursement of that person’s reasonable expenses in connection therewith; and
|
●
|
fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended.
|
|
1.
|
Must be recognized by the SEC as a NRSRO,
|
|
2.
|
Must have indicated on its most recently filed SEC Form NRSRO that it rates “issuers of asset-backed securities,” and
|
|
3.
|
Must have had, within the 12 months prior to the initial issuance of the securities, at least 3 “qualified ratings engagements” which are defined as (A) a rating engagement requested by an issuer or underwriter in connection with the initial offering of the securities, (B) which is made public to investors generally and (C) for which the rating agency is compensated, and (D) which involves the offering of securities of the type that would be granted relief under the Exemption.
|
●
|
the trust fund must consist solely of assets of the type that have been included in other investment pools;
|
●
|
certificates evidencing interests in those other investment pools must have been rated in one of the four highest generic categories by at least one Exemption Rating Agency; and
|
●
|
certificates evidencing interests in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of an Offered Certificate.
|
●
|
the direct or indirect sale, exchange or transfer of an Offered Certificate acquired by a Plan upon initial issuance from us when we are, or a mortgage loan seller, the Trustee, the Master Servicer, the Special Servicer, any sub-servicer, any provider of credit support, underwriter or borrower is, a Party in Interest with respect to the investing Plan,
|
●
|
the direct or indirect acquisition or disposition in the secondary market of an Offered Certificate by a Plan, and
|
●
|
the continued holding of an Offered Certificate by a Plan.
|
●
|
the direct or indirect sale, exchange or transfer of Offered Certificates in the initial issuance of securities between the issuing entity or an underwriter and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of Plan assets in the securities is: (1) a borrower with respect to 5% or less of the fair market value of the issuing entity’s assets or (2) an affiliate of such a person, provided that: (a) the Plan is not sponsored by a member of the Restricted Group; (b) each Plan’s investment in each class of certificates does not exceed 25% of the outstanding securities of such class; (c) after the Plan’s acquisition of the certificates, no more than 25% of the assets over which the fiduciary has investment authority are invested in securities of the issuing entity containing assets which are sold or serviced by the same entity; and (d) in the case of initial issuance (but not secondary market transactions), at least 50% of each class of certificates and at least 50% of the aggregate interests in the issuing entity are acquired by persons independent of the Restricted Group;
|
●
|
the direct or indirect acquisition or disposition in the secondary market of Offered Certificates by a Plan or with Plan assets provided that the conditions in clauses (2)(a), (b) and (c) of the prior bullet are met; and
|
●
|
the continued holding of Offered Certificates acquired by a Plan or with Plan assets in an initial issuance or secondary market transaction meeting the foregoing requirements.
|
●
|
providing services to the Plan, or
|
●
|
having a specified relationship to this person,
|
●
|
solely as a result of the Plan’s ownership of Offered Certificates.
|
●
|
the investment meets all relevant legal requirements with respect to investments by Plans generally or by any particular Plan, or
|
●
|
the investment is appropriate for Plans generally or for any particular Plan.
|
Class
|
Citigroup Global Markets Inc.
|
Goldman, Sachs & Co.
|
Drexel Hamilton, LLC
|
RBS Securities Inc.
|
||||||||||||
Class A-1
|
$ | 24,151,713 | $ | 21,941,287 | $ | 0 | $ | 0 | ||||||||
Class A-2
|
$ | 101,102,581 | $ | 91,849,419 | $ | 0 | $ | 0 | ||||||||
Class A-3
|
$ | 62,877,346 | $ | 57,122,654 | $ | 0 | $ | 0 | ||||||||
Class A-4
|
$ | 100,782,954 | $ | 91,559,046 | $ | 0 | $ | 0 | ||||||||
Class A-AB
|
$ | 29,098,588 | $ | 26,435,412 | $ | 0 | $ | 0 | ||||||||
Class X-A
|
$ | 354,357,859 | $ | 321,926,141 | $ | 0 | $ | 0 | ||||||||
Class X-B
|
$ | 28,393,838 | $ | 25,795,162 | $ | 0 | $ | 0 | ||||||||
Class A-S
|
$ | 36,344,678 | $ | 33,018,322 | $ | 0 | $ | 0 | ||||||||
Class B
|
$ | 28,393,838 | $ | 25,795,162 | $ | 0 | $ | 0 | ||||||||
Class PEZ
|
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||
Class C
|
$ | 17,604,609 | $ | 15,993,391 | $ | 0 | $ | 0 |
INDEX OF SIGNIFICANT DEFINITIONS
|
Page
|
Page
|
|||||
2010 PD Amending Directive
|
S-9
|
CGMRC Securitization Database
|
S-148
|
|||
30/360 Basis
|
S-131
|
CIF
|
S-114
|
|||
Acceptable Insurance Default
|
S-247
|
CIF Bonds
|
S-114
|
|||
Actual/360 Basis
|
S-131
|
CIF Loan
|
S-114
|
|||
Administrative Fee Rate
|
S-185, S-212
|
Citibank
|
S-182
|
|||
ADR
|
S-98
|
Class
|
S-204
|
|||
Advance Rate
|
S-249
|
Class A-AB Scheduled Principal
|
||||
Advances
|
S-248
|
Balance
|
S-214
|
|||
Ancillary Fees
|
S-194
|
Class A-S Percentage Interest
|
S-206
|
|||
Annual Debt Service
|
S-98
|
Class A-S Trust Component
|
S-206
|
|||
Anticipated Repayment Date
|
S-131
|
Class A-S-PEZ Percentage Interest
|
S-206
|
|||
Appraisal Reduction
|
S-223
|
Class B Percentage Interest
|
S-206
|
|||
Appraisal Reduction Event
|
S-222
|
Class B Trust Component
|
S-206
|
|||
Appraised Value
|
S-98
|
Class B-PEZ Percentage Interest
|
S-207
|
|||
Appraised-Out Class
|
S-224
|
Class C Percentage Interest
|
S-207
|
|||
Appraiser
|
S-224
|
Class C Trust Component
|
S-207
|
|||
ARD loan
|
S-29
|
Class C-PEZ Percentage Interest
|
S-207
|
|||
ARD Loan
|
S-131
|
Class PEZ Component
|
S-207
|
|||
Article 122a
|
S-60
|
Class PEZ Component A-S
|
S-207
|
|||
Articles 404-410
|
S-60
|
Class PEZ Component B
|
S-207
|
|||
Ashkenazy Member
|
S-115
|
Class PEZ Component C
|
S-207
|
|||
Assessment of Compliance
|
S-256
|
Class X Certificates
|
S-204
|
|||
Assumption Fees
|
S-194
|
Class X Strip Rate
|
S-211
|
|||
Attestation Report
|
S-256
|
Clearstream
|
S-227
|
|||
Available Funds
|
S-209
|
Clearstream Participants
|
S-229
|
|||
Balloon Mortgage Loans
|
S-131
|
Closing Date
|
S-97
|
|||
Bancorp
|
S-97, S-158
|
CMBS
|
S-56
|
|||
Bancorp Mortgage Loans
|
S-97
|
Code
|
S-290
|
|||
Bancorp, Inc
|
S-158
|
Co-Lender Agreement
|
S-140
|
|||
Bank Data Tape
|
S-159
|
Collection Account
|
S-251
|
|||
Bank Securitization Team
|
S-158
|
Collection Period
|
S-210
|
|||
Bankruptcy Code
|
S-57
|
COMM 2013-CCRE12 certificates
|
S-19
|
|||
Base Interest Fraction
|
S-217
|
COMM 2013-CCRE12 controlling class
|
||||
Beds
|
S-103
|
representative
|
S-22
|
|||
Bi-Lo
|
S-120
|
COMM 2013-CCRE12 depositor
|
S-20
|
|||
Borrower Delayed Reimbursements
|
S-194
|
COMM 2013-CCRE12 master servicer
|
S-18
|
|||
B-Piece Buyer
|
S-90
|
COMM 2013-CCRE12 Master Servicer
|
S-186
|
|||
CBE
|
S-238
|
COMM 2013-CCRE12 Pooling and
|
||||
CCRE Data Tape
|
S-156
|
Servicing Agreement
|
S-141
|
|||
CCRE Deal Team
|
S-156
|
COMM 2013-CCRE12 primary servicer
|
S-20
|
|||
CCRE Depositor
|
S-158
|
COMM 2013-CCRE12 Primary
|
||||
CCRE Financing Affiliates
|
S-156
|
Servicer
|
S-203, S-288
|
|||
CCRE Lending
|
S-97, S-156
|
COMM 2013-CCRE12 securitization
|
S-20
|
|||
CCRE Mortgage Loans
|
S-97, S-156
|
COMM 2013-CCRE12 special servicer
|
S-18
|
|||
CDI 202.01
|
S-263
|
COMM 2013-CCRE12 Special Servicer
|
S-189
|
|||
Certificate Administrator
|
S-182
|
COMM 2013-CCRE12 trustee
|
S-20
|
|||
Certificate Owners
|
S-228
|
COMM 2013-CCRE12 Trustee
|
S-181
|
|||
Certificate Principal Amount
|
S-205
|
Companion Loan
|
S-140
|
|||
Certificate Registrar
|
S-227
|
Companion Loan Holders
|
S-140
|
|||
Certificateholder
|
S-226
|
Companion Loans
|
S-140
|
|||
Certificates
|
S-204
|
Compensating Interest Payment
|
S-221
|
|||
Certifying Certificateholder
|
S-230
|
Condemnation Proceeds
|
S-210
|
|||
CGMRC
|
S-97, S-147
|
Consent Fees
|
S-193
|
|||
CGMRC Data File
|
S-148
|
Consultation Termination Event
|
S-17, S-272
|
|||
CGMRC Mortgage Loans
|
S-97
|
Control Eligible Certificates
|
S-225
|
Control Termination Event
|
S-17, S-272
|
Exemption Rating Agency
|
S-294
|
|
Controlling Class
|
S-272
|
FDIA
|
S-85
|
|
Controlling Class Certificateholder
|
S-272
|
FDIC
|
S-84
|
|
Controlling Class Representative
|
S-271
|
FDIC Safe Harbor
|
S-85
|
|
Corrected Loan
|
S-247
|
FHA
|
S-119
|
|
CPR
|
S-234
|
FIAF
|
S-80
|
|
CREFC®
|
S-43, S-283
|
FIEL
|
S-11
|
|
CREFC® Intellectual Property Royalty
|
Final Asset Status Report
|
S-276
|
||
License Fee
|
S-212
|
Financial Promotion Order
|
S-8
|
|
CREFC® Reports
|
S-283
|
Fitch
|
S-259
|
|
Cross Over Date
|
S-216
|
Form 8-K
|
S-147
|
|
Crossed Group
|
S-98
|
FPO Persons
|
S-8
|
|
Cut-off Date
|
S-97
|
Free Release MM Parcel
|
S-137
|
|
Cut-off Date Balance
|
S-97
|
FSMA
|
S-8
|
|
Cut-off Date DSCR
|
S-99
|
GGP Member
|
S-115
|
|
Cut-off Date Loan-to-Value Ratio
|
S-98
|
Goldman Originator
|
S-168
|
|
Cut-off Date LTV Ratio
|
S-98
|
Grantor Trust
|
S-290
|
|
DBRS
|
S-278
|
GS Bank
|
S-85
|
|
Debt Service Coverage Ratio
|
S-99
|
GSMC
|
S-97, S-153
|
|
Debt Yield on Underwritten NCF
|
S-99
|
GSMC Data Tape
|
S-154
|
|
Debt Yield on Underwritten Net Cash
|
GSMC Deal Team
|
S-154
|
||
Flow
|
S-99
|
GSMC Mortgage Loans
|
S-97
|
|
Debt Yield on Underwritten Net
|
Hard Lockbox
|
S-99
|
||
Operating Income
|
S-99
|
Indenture
|
S-114
|
|
Debt Yield on Underwritten NOI
|
S-99
|
Indirect Participants
|
S-228
|
|
Defaulted Mortgage Loan
|
S-196
|
Initial Pool Balance
|
S-97
|
|
Defeasance Deposit
|
S-135
|
Initial Rate
|
S-131
|
|
Defeasance Loans
|
S-134
|
Inland REIT
|
S-118
|
|
Defeasance Lock-Out Period
|
S-134
|
Inland REIT Parent
|
S-118
|
|
Defeasance Option
|
S-134
|
Inland REIT Parties
|
S-118
|
|
Definitive Certificate
|
S-227
|
In-Place Cash Management
|
S-99
|
|
Depositaries
|
S-228
|
Interest Accrual Amount
|
S-210
|
|
Depositor
|
S-97, S-160
|
Interest Accrual Period
|
S-210
|
|
Determination Date
|
S-210
|
Interest Distribution Amount
|
S-210
|
|
Disclosable Special Servicer Fees
|
S-197
|
Interest Reserve Account
|
S-252
|
|
Distribution Accounts
|
S-252
|
Interest Shortfall
|
S-210
|
|
Distribution Date
|
S-208
|
Interested Person
|
S-268
|
|
DSCR
|
S-99, S-173
|
Interest-Only Mortgage Loan
|
S-131
|
|
DTC
|
S-227
|
Investor Certification
|
S-227
|
|
DTC Participants
|
S-228
|
Investor Q&A Forum
|
S-286
|
|
Due Date
|
S-131
|
Investor Registry
|
S-286
|
|
Due Diligence Questionnaire
|
S-149
|
Issuing Entity
|
S-97
|
|
EEA
|
S-60
|
KBRA
|
S-259
|
|
Eligible Operating Advisor
|
S-278
|
Largest Tenant
|
S-99
|
|
Euroclear
|
S-227
|
Largest Tenant Lease Expiration
|
S-99
|
|
Euroclear Operator
|
S-229
|
Lease
|
S-112
|
|
Euroclear Participants
|
S-229
|
Liquidation Fee
|
S-195
|
|
Excess Interest
|
S-131
|
Liquidation Fee Rate
|
S-196
|
|
Excess Interest Distribution Account
|
S-252
|
Liquidation Proceeds
|
S-196
|
|
Excess Liquidation Proceeds Reserve
|
LNR
|
S-189
|
||
Account
|
S-252
|
LNR Partners
|
S-189
|
|
Excess Modification Fees
|
S-193
|
Loan Per Unit
|
S-100
|
|
Excess Penalty Charges
|
S-194
|
Lower-Tier Distribution Account
|
S-251
|
|
Excess Prepayment Interest Shortfall
|
S-221
|
Lower-Tier Regular Interests
|
S-290
|
|
Exchange Act
|
S-147
|
Lower-Tier REMIC
|
S-51, S-290
|
|
Exchange Date
|
S-208
|
LTV
|
S-173
|
|
Exchangeable Certificates
|
S-204
|
LTV Ratio at Maturity/ARD
|
S-100
|
|
Exchangeable Distribution Account
|
S-252
|
MAI
|
S-223
|
|
Exchangeable Proportion
|
S-207
|
Major Decision
|
S-270
|
March 10-K
|
S-118
|
Pass-Through Rate
|
S-211
|
|
Marriott
|
S-105, S-127
|
PCIS Persons
|
S-8
|
|
Master Servicer
|
S-186
|
PCO
|
S-130
|
|
Master Servicer Remittance Date
|
S-248
|
PCR
|
S-164, S-172, S-179
|
|
Material Breach
|
S-145
|
Penalty Charges
|
S-194
|
|
Material Document Defect
|
S-145
|
Pentalpha Surveillance
|
S-185
|
|
Maturity Date/ARD Loan-to-Value Ratio
|
S-100
|
Percentage Interest
|
S-209
|
|
Maturity Date/ARD LTV Ratio
|
S-100
|
Permitted Special Servicer/Affiliate
|
||
minimum payments
|
S-79
|
Fees
|
S-197
|
|
Miracle Mile Shops Directing Holder
|
S-141
|
PILOT
|
S-79
|
|
Miracle Mile Shops Mortgage Loan
|
S-98,S-140
|
PILOT purchase option
|
S-80
|
|
Miracle Mile Shops Mortgaged
|
PILOT Purchase Option
|
S-127
|
||
Property
|
S-140
|
PIPs
|
S-119
|
|
Miracle Mile Shops Non-Controlling
|
Plans
|
S-294
|
||
Note Holder
|
S-142
|
PML
|
S-172, S-175
|
|
Modeling Assumptions
|
S-234
|
Pooling and Servicing Agreement
|
S-97, S-243
|
|
Modification Fees
|
S-194
|
Port Authority
|
S-114
|
|
Monthly Payment
|
S-210
|
PPA
|
S-187
|
|
Moody’s
|
S-259
|
Prepayment Assumption
|
S-292
|
|
Morningstar
|
S-278
|
Prepayment Interest Excess
|
S-221
|
|
Mortgage
|
S-97
|
Prepayment Interest Shortfall
|
S-221
|
|
Mortgage File
|
S-144
|
Prepayment Penalty Description
|
S-101
|
|
Mortgage Loan Purchase Agreement
|
S-143
|
Prepayment Provision
|
S-101
|
|
Mortgage Loan Rate
|
S-212
|
Prime Rate
|
S-249
|
|
Mortgage Loan Schedule
|
S-244
|
Principal Balance Certificates
|
S-205
|
|
Mortgage Loans
|
S-97
|
Principal Distribution Amount
|
S-212
|
|
Mortgage Note
|
S-97
|
Principal Shortfall
|
S-213
|
|
Mortgage Pool
|
S-97
|
Privileged Information
|
S-275
|
|
Mortgaged Property
|
S-97
|
Privileged Information Exception
|
S-276
|
|
Most Recent NOI
|
S-100
|
Privileged Person
|
S-286
|
|
municipality
|
S-79
|
Promotion of Collective Investment
|
||
Net Cash Flow
|
S-102
|
Schemes Exemptions Order
|
S-8
|
|
Net Condemnation Proceeds
|
S-210
|
Property Advances
|
S-248
|
|
Net Mortgage Loan Rate
|
S-211
|
Prospectus Directive
|
S-9
|
|
Non-Recoverable Advance
|
S-250
|
PTE
|
S-52,S-294
|
|
Non-Reduced Certificates
|
S-226
|
Public Documents
|
S-284
|
|
Notional Amount
|
S-206
|
Publix
|
S-120
|
|
NRSRO
|
S-298
|
QA
|
S-105
|
|
Occupancy
|
S-101
|
Qualified Substitute Mortgage Loan
|
S-146
|
|
Occupancy Date
|
S-101
|
Rated Final Distribution Date
|
S-147
|
|
Offered Certificates
|
S-204
|
Rating Agencies
|
S-299
|
|
Offered Regular Certificates
|
S-204
|
Rating Agency
|
S-299
|
|
OID Regulations
|
S-291
|
Rating Agency Confirmation
|
S-281
|
|
OLA
|
S-85
|
Rating Agency Declination
|
S-281
|
|
Operating Advisor
|
S-185
|
Realized Loss
|
S-220
|
|
Operating Advisor Consulting Fee
|
S-197
|
Record Date
|
S-208
|
|
Operating Advisor Fee
|
S-197
|
Regular Certificates
|
S-204
|
|
Operating Advisor Fee Rate
|
S-197
|
Regulation AB
|
S-143
|
|
Operating Advisor Standard
|
S-275
|
Related Group
|
S-101
|
|
Operating Advisor Termination Event
|
S-277
|
Release Date
|
S-135
|
|
ORDF
|
S-114
|
Relevant Member State
|
S-8
|
|
ORDF Loan
|
S-114
|
Relevant Persons
|
S-8
|
|
Original Balance
|
S-101
|
REMIC
|
S-290
|
|
Originators
|
S-97, S-161
|
REMIC Provisions
|
S-142
|
|
Outside Serviced Mortgage Loan
|
S-98, S-140
|
REO Account
|
S-204
|
|
P&I
|
S-187
|
REO Mortgage Loan
|
S-213
|
|
P&I Advance
|
S-248
|
REO Property
|
S-204
|
|
Pads
|
S-103
|
Repurchase Price
|
S-145
|
|
Participants
|
S-227
|
Requesting Holders
|
S-225
|
Requesting Party
|
S-280
|
TIA
|
S-263
|
|
Restricted Group
|
S-295
|
TIA Applicability Determination
|
S-263
|
|
Restricted Party
|
S-276
|
TIF bonds
|
S-79
|
|
Revenue Bonds
|
S-114
|
TIF mortgage
|
S-79
|
|
Revised Rate
|
S-131
|
TIF mortgagee
|
S-79
|
|
RevPAR
|
S-101
|
Trailing 12 NOI
|
S-100
|
|
Rooms
|
S-103
|
Tranche Percentage Interest
|
S-207
|
|
Rule 17g-5
|
S-262
|
TRIPRA
|
S-83
|
|
Rules
|
S-228
|
Trust Component
|
S-207
|
|
S&P
|
S-278
|
Trust REMIC
|
S-51
|
|
Sales Contract
|
S-139
|
Trust REMICs
|
S-290
|
|
SEC
|
S-118, S-147
|
Trustee
|
S-180
|
|
Securities Act
|
S-143, S-288
|
Trustee/Certificate Administrator Fee
|
S-185
|
|
SEL
|
S-172,S-175
|
Trustee/Certificate Administrator Fee
|
||
Sequential Pay Certificates
|
S-205
|
Rate
|
S-185
|
|
Servicer Termination Events
|
S-258
|
U.S. Bank
|
S-180
|
|
Servicing Fee
|
S-192
|
Underwriter Entities
|
S-86
|
|
Servicing Fee Rate
|
S-192
|
Underwriter Exemption
|
S-52, S-294
|
|
Servicing Function Participant
|
S-256
|
Underwritten EGI
|
S-102
|
|
Servicing Standard
|
S-245
|
Underwritten Expenses
|
S-101
|
|
Servicing Transfer Event
|
S-246
|
Underwritten NCF
|
S-102
|
|
SFA
|
S-10
|
Underwritten NCF DSCR
|
S-99
|
|
Similar Retention Requirements
|
S-61
|
Underwritten Net Cash Flow
|
S-102
|
|
SMC
|
S-97, S-145, S-152
|
Underwritten Net Operating Income
|
S-102
|
|
SMF I
|
S-97, S-151
|
Underwritten NOI
|
S-102
|
|
SMF I Data Tape
|
S-152
|
Underwritten Revenues
|
S-102
|
|
SMF I Mortgage Loans
|
S-97
|
Units
|
S-103
|
|
Soft Lockbox
|
S-101
|
Unscheduled Payments
|
S-213
|
|
Soft Springing Lockbox
|
S-101
|
UPB
|
S-187
|
|
Special Servicer
|
S-189
|
Updated Appraisal
|
S-264
|
|
Special Servicer Decision
|
S-268
|
Upper-Tier Distribution Account
|
S-251
|
|
Special Servicing Fee
|
S-194
|
Upper-Tier REMIC
|
S-51, S-290
|
|
Special Servicing Fee Rate
|
S-195
|
Volcker Rule
|
S-61
|
|
Specially Serviced Loan
|
S-246
|
Voting Rights
|
S-225
|
|
Sponsors
|
S-97,S-147
|
WAC Rate
|
S-211
|
|
Springing Cash Management
|
S-101
|
Wachovia
|
S-186
|
|
Springing Lockbox
|
S-101
|
Weighted Average Mortgage Loan
|
||
Standstill Agreement
|
S-114
|
Rate
|
S-103
|
|
Starwood
|
S-152
|
Wells Fargo
|
S-186
|
|
Starwood Review Team
|
S-152
|
Whole Loan
|
S-140
|
|
Stated Principal Balance
|
S-212
|
Withheld Amounts
|
S-252
|
|
static pool data
|
S-67
|
Workout Fee
|
S-195
|
|
subject holders
|
S-271
|
Workout Fee Rate
|
S-195
|
|
Subordinate Loans
|
S-114
|
Workout-Delayed Reimbursement
|
||
Subordinate Mortgage
|
S-114
|
Amount
|
S-251
|
|
TCO
|
S-129
|
YM Group A
|
S-216
|
|
Terms and Conditions
|
S-229
|
YM Group B
|
S-216
|
|
Third Party Report
|
S-98
|
YM Groups
|
S-216
|
CGCMT 2013-GC17 Annex A
|
|||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
General
|
Detailed
|
|||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Related Group
|
Crossed Group
|
Address
|
City
|
State
|
Zip Code
|
Property Type
|
Property Type
|
Year Built
|
||||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
NAP
|
NAP
|
950 Main Avenue
|
Cleveland
|
Ohio
|
44113
|
Office
|
CBD
|
2013
|
||||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
NAP
|
NAP
|
915 Ridgewalk Parkway
|
Woodstock
|
Georgia
|
30188
|
Retail
|
Outlet Mall
|
2013
|
||||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
NAP
|
NAP
|
3663 Las Vegas Boulevard South
|
Las Vegas
|
Nevada
|
89109
|
Retail
|
Super Regional Mall
|
2000
|
||||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
NAP
|
NAP
|
212 Stockton Street
|
San Francisco
|
California
|
94108
|
Mixed Use
|
Retail/Office
|
1987
|
||||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
NAP
|
NAP
|
515 United States Highway 1 South
|
Iselin
|
New Jersey
|
08830
|
Hospitality
|
Full Service
|
1986
|
||||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
NAP
|
NAP
|
7141 Youree Drive
|
Shreveport
|
Louisiana
|
71105
|
Retail
|
Anchored
|
2005
|
||||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
Group 1
|
NAP
|
1647 Gallatin Pike North
|
Madison
|
Tennessee
|
37115
|
Retail
|
Anchored
|
1989
|
||||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
NAP
|
NAP
|
450-680 Southwest Powerhouse Drive
|
Bend
|
Oregon
|
97702
|
Retail
|
Anchored
|
2000-2001
|
|||||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
Group 1
|
NAP
|
4300 Sonoma Boulevard
|
Vallejo
|
California
|
94589
|
Retail
|
Anchored
|
1987
|
||||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
NAP
|
NAP
|
22 East 60th Street
|
New York
|
New York
|
10022
|
Mixed Use
|
Office/Retail
|
1925
|
||||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
Group 1
|
NAP
|
23-29 MacCorkle Avenue Southwest
|
Charleston
|
West Virginia
|
25303
|
Retail
|
Anchored
|
1988
|
||||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
NAP
|
NAP
|
2200 Interstate 70 Drive Southwest
|
Columbia
|
Missouri
|
65203
|
Hospitality
|
Full Service
|
1974
|
||||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
NAP
|
NAP
|
678 North York Street
|
Elmhurst
|
Illinois
|
60126
|
Retail
|
Single Tenant Retail
|
2013
|
|||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
NAP
|
NAP
|
2480 Maryland Road
|
Willow Grove
|
Pennsylvania
|
19090
|
Hospitality
|
Limited Service
|
2002
|
||||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
Group 2
|
NAP
|
666 Old Country Road
|
Garden City
|
New York
|
11530
|
Office
|
General Suburban
|
1980
|
|||||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
NAP
|
NAP
|
13503-13715 Biscayne Boulevard
|
North Miami Beach
|
Florida
|
33181
|
Retail
|
Unanchored
|
2002
|
||||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
Group 1
|
NAP
|
1880 East Hammer Lane
|
Stockton
|
California
|
95210
|
Retail
|
Anchored
|
1986
|
||||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
NAP
|
NAP
|
85 Northeast Loop 410
|
San Antonio
|
Texas
|
78216
|
Office
|
General Urban
|
1982
|
|||||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
Group 2
|
NAP
|
100 Merrick Road
|
Rockville Centre
|
New York
|
11570
|
Office
|
General Suburban
|
1963, 1971
|
|||||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
NAP
|
NAP
|
11351-11571 & 11321-11391 Nuckols Road
|
Glen Allen
|
Virginia
|
23059
|
Retail
|
Anchored
|
2001, 2006
|
||||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
NAP
|
NAP
|
2905 Northeast 9th Street
|
Homestead
|
Florida
|
33030
|
Hospitality
|
Limited Service
|
2012
|
||||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
NAP
|
NAP
|
2835 North Sheffield Avenue & 945 West George Street
|
Chicago
|
Illinois
|
60657
|
Office
|
CBD
|
1910, 1931
|
||||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
Group 2
|
NAP
|
114 Old Country Road
|
Mineola
|
New York
|
11501
|
Office
|
General Suburban
|
1965
|
|||||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
NAP
|
NAP
|
3741 Thistledown Drive
|
Raleigh
|
North Carolina
|
27606
|
Hospitality
|
Limited Service
|
2010
|
||||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
Group 3
|
NAP
|
12810 South Tryon Street
|
Charlotte
|
North Carolina
|
28273
|
Retail
|
Anchored
|
2000
|
|||||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
Group 4
|
NAP
|
||||||||||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
2705 South Industrial Highway
|
Ann Arbor
|
Michigan
|
48104
|
Industrial
|
Office/Flex
|
1999
|
||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
2725 South Industrial Highway
|
Ann Arbor
|
Michigan
|
48104
|
Industrial
|
Office/Flex
|
1997
|
||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
2805 South Industrial Highway
|
Ann Arbor
|
Michigan
|
48104
|
Industrial
|
Office/Flex
|
1988
|
||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
NAP
|
NAP
|
4302 Gunn Highway
|
Tampa
|
Florida
|
33618
|
Multifamily
|
Garden
|
1986
|
|||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
NAP
|
NAP
|
10 Sandpiper Trail Southeast
|
Warren
|
Ohio
|
44484
|
Multifamily
|
Garden
|
2004-2008
|
||||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
Group 3
|
NAP
|
2186 Cherry Road
|
Rock Hill
|
South Carolina
|
29732
|
Retail
|
Anchored
|
2007
|
|||||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
NAP
|
NAP
|
1323 Northwest 16th Avenue
|
Portland
|
Oregon
|
97209
|
Self Storage
|
Self Storage
|
2010
|
|||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
NAP
|
NAP
|
5419 Meredith Street
|
Portage
|
Michigan
|
49002
|
Multifamily
|
Garden
|
1968
|
||||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
NAP
|
NAP
|
10050 West Bell Road
|
Sun City
|
Arizona
|
85351
|
Retail
|
Unanchored
|
1986
|
|||||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
NAP
|
NAP
|
1930 John Fries Highway
|
Quakertown
|
Pennsylvania
|
18951
|
Hospitality
|
Limited Service
|
2009
|
||||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
NAP
|
NAP
|
||||||||||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
3308 Bayside Lakes Boulevard Southeast
|
Palm Bay
|
Florida
|
32909
|
Self Storage
|
Self Storage
|
2007
|
||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
500 North Cocoa Boulevard
|
Cocoa
|
Florida
|
32922
|
Self Storage
|
Self Storage
|
1966
|
||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
500 Cone Road
|
Merritt Island
|
Florida
|
32952
|
Self Storage
|
Self Storage
|
2003
|
||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
NAP
|
NAP
|
1010 West Fort Macon Road
|
Atlantic Beach
|
North Carolina
|
28512
|
Retail
|
Anchored
|
1987
|
||||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
Group 1
|
NAP
|
565 Dual Highway
|
Hagerstown
|
Maryland
|
21740
|
Retail
|
Anchored
|
1971, 1980
|
||||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
NAP
|
NAP
|
4990 Old Spartanburg Road
|
Taylors
|
South Carolina
|
29687
|
Multifamily
|
Garden
|
1981
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
General
|
Detailed
|
||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Related Group
|
Crossed Group
|
Address
|
City
|
State
|
Zip Code
|
Property Type
|
Property Type
|
Year Built
|
|||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
NAP
|
NAP
|
500 Seaview Avenue
|
Staten Island
|
New York
|
10305
|
Office
|
Medical
|
1987
|
||||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
NAP
|
NAP
|
5100-5120 South Cleveland Avenue
|
Fort Myers
|
Florida
|
33907
|
Retail
|
Anchored
|
1990
|
||||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
NAP
|
NAP
|
9553, 9555, 9557 & 9559 South University Boulevard
|
Highlands Ranch
|
Colorado
|
80126
|
Retail
|
Shadow Anchored
|
1998
|
||||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
NAP
|
NAP
|
411 Granby Street
|
Norfolk
|
Virginia
|
23510
|
Mixed Use
|
Multifamily/Retail
|
1939
|
|||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
NAP
|
NAP
|
17430 College Parkway
|
Livonia
|
Michigan
|
48152
|
Office
|
General Suburban
|
2008
|
|||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
NAP
|
NAP
|
1541 North Nova Road
|
Daytona Beach
|
Florida
|
32117
|
Retail
|
Anchored
|
1985, 1989
|
|||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
NAP
|
NAP
|
1501 West Forest Meadows Street
|
Flagstaff
|
Arizona
|
86001
|
Self Storage
|
Self Storage
|
1996-2005
|
||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
NAP
|
NAP
|
4601-4621 Northeast Sunset Boulevard
|
Renton
|
Washington
|
98059
|
Retail
|
Anchored
|
1979
|
||||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
Group 4
|
NAP
|
|||||||||||||||||||||
46.01
|
Property
|
710 Avis
|
710 Avis Drive
|
Ann Arbor
|
Michigan
|
48108
|
Industrial
|
Office/Flex
|
1999
|
|||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
213-289 East Liberty Street
|
Ann Arbor
|
Michigan
|
48104
|
Mixed Use
|
Office/Flex/Retail
|
1920
|
|||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
NAP
|
NAP
|
331 Fulton Street
|
Peoria
|
Illinois
|
61602
|
Mixed Use
|
Multifamily/Office
|
1911
|
|||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
Group 3
|
NAP
|
17191, 1723, 1805 and 1931 South State Road Loop 288 and 1920 Brinker Road
|
Denton
|
Texas
|
76205
|
Retail
|
Shadow Anchored
|
2006
|
||||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
NAP
|
NAP
|
632 Market Street
|
Grand Junction
|
Colorado
|
81505
|
Retail
|
Anchored
|
2008
|
|||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
NAP
|
NAP
|
101 North Scotswood Boulevard
|
Hillsborough
|
North Carolina
|
27278
|
Retail
|
Anchored
|
2003
|
|||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
NAP
|
NAP
|
305 1st Street North
|
Jacksonville Beach
|
Florida
|
32250
|
Hospitality
|
Limited Service
|
1998
|
||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
NAP
|
NAP
|
4037-4077 13th Street
|
Saint Cloud
|
Florida
|
34769
|
Retail
|
Anchored
|
1990
|
|||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
NAP
|
NAP
|
2336-2368 East Southcross Boulevard
|
San Antonio
|
Texas
|
78223
|
Retail
|
Unanchored
|
1982
|
||||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
NAP
|
NAP
|
340 Court Street
|
Brooklyn
|
New York
|
11231
|
Retail
|
Anchored
|
2013
|
|||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
NAP
|
NAP
|
301 South Livingston Avenue
|
Livingston
|
New Jersey
|
07039
|
Office
|
General Suburban
|
1971
|
||||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
NAP
|
NAP
|
26666 Stanford Drive West
|
Southfield
|
Michigan
|
48033
|
Multifamily
|
Garden
|
1977
|
||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
NAP
|
NAP
|
100 Laurel Circle
|
Bartow
|
Florida
|
33830
|
Multifamily
|
Garden
|
2008
|
||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
NAP
|
NAP
|
1645 Cranium Drive
|
Rock Hill
|
South Carolina
|
29732
|
Retail
|
Single Tenant Retail
|
2013
|
|||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
NAP
|
NAP
|
4344 Saint James Church Road
|
Raleigh
|
North Carolina
|
27604
|
Multifamily
|
Garden
|
1986
|
||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
NAP
|
NAP
|
807 & 811 William Hilton Parkway
|
Hilton Head
|
South Carolina
|
29928
|
Retail
|
Unanchored
|
1972, 1980, 1981, 1983
|
|||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
NAP
|
NAP
|
1115 Biloxi Drive
|
Norman
|
Oklahoma
|
73071
|
Multifamily
|
Garden
|
1972
|
||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
NAP
|
NAP
|
540 Officenter Place
|
Gahanna
|
Ohio
|
43230
|
Office
|
Medical
|
1985
|
||||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
NAP
|
NAP
|
1040-1060 Sutton Road
|
Streamwood
|
Illinois
|
60107
|
Retail
|
Unanchored
|
2007
|
||||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
NAP
|
NAP
|
1620 South Boulevard
|
Charlotte
|
North Carolina
|
28203
|
Retail
|
Single Tenant Retail
|
2003
|
||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
NAP
|
NAP
|
17601-17673 Hall Road
|
Macomb
|
Michigan
|
48044
|
Retail
|
Unanchored
|
2007
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||||
Allocated Cut-off
|
||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Units, Pads,
|
Unit
|
Loan Per
|
Ownership
|
Original
|
Cut-off Date
|
Date Balance
|
% of Initial
|
Balloon
|
|||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Year Renovated
|
Rooms, Sq Ft
|
Description
|
Unit ($)
|
Interest
|
Balance ($)
|
Balance ($)
|
(multi-property)
|
Pool Balance
|
Balance ($)
|
||||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
NAP
|
475,708
|
SF
|
193.40
|
Leasehold
|
92,000,000
|
92,000,000
|
92,000,000
|
10.6%
|
86,657,608
|
||||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
NAP
|
371,098
|
SF
|
215.31
|
Fee Simple
|
80,000,000
|
79,902,085
|
79,902,085
|
9.2%
|
64,876,650
|
||||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
2007-2008
|
448,835
|
SF
|
1,292.23
|
Fee Simple
|
75,000,000
|
75,000,000
|
75,000,000
|
8.7%
|
69,424,630
|
||||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
NAP
|
42,256
|
SF
|
1,183.26
|
Fee Simple
|
50,000,000
|
50,000,000
|
50,000,000
|
5.8%
|
50,000,000
|
||||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
2008-2010
|
311
|
Rooms
|
112,009.44
|
Fee Simple
|
35,000,000
|
34,834,936
|
34,834,936
|
4.0%
|
31,276,317
|
||||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
NAP
|
270,805
|
SF
|
101.55
|
Fee Simple
|
27,500,000
|
27,500,000
|
27,500,000
|
3.2%
|
23,293,563
|
||||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
NAP
|
240,318
|
SF
|
89.72
|
Fee Simple
|
21,562,500
|
21,562,500
|
21,562,500
|
2.5%
|
18,192,176
|
||||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
NAP
|
167,462
|
SF
|
113.19
|
Fee Simple
|
19,000,000
|
18,954,873
|
18,954,873
|
2.2%
|
15,505,531
|
|||||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
NAP
|
150,766
|
SF
|
118.40
|
Fee Simple
|
17,850,000
|
17,850,000
|
17,850,000
|
2.1%
|
15,059,957
|
||||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
2005
|
58,453
|
SF
|
273.72
|
Fee Simple
|
16,000,000
|
16,000,000
|
16,000,000
|
1.8%
|
16,000,000
|
||||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
NAP
|
148,059
|
SF
|
103.34
|
Fee Simple
|
15,300,000
|
15,300,000
|
15,300,000
|
1.8%
|
12,908,534
|
||||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
2011-2013
|
311
|
Rooms
|
48,396.82
|
Fee Simple
|
15,100,000
|
15,051,409
|
15,051,409
|
1.7%
|
7,419,405
|
||||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
NAP
|
76,236
|
SF
|
188.66
|
Fee Simple
|
14,400,000
|
14,382,375
|
14,382,375
|
1.7%
|
11,798,340
|
|||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
2013
|
155
|
Rooms
|
88,570.88
|
Fee Simple
|
13,750,000
|
13,728,486
|
13,728,486
|
1.6%
|
10,453,057
|
||||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
NAP
|
120,238
|
SF
|
108.95
|
Fee Simple
|
13,100,000
|
13,100,000
|
13,100,000
|
1.5%
|
13,100,000
|
|||||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
NAP
|
61,616
|
SF
|
206.52
|
Fee Simple
|
12,750,000
|
12,724,759
|
12,724,759
|
1.5%
|
10,695,737
|
||||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
NAP
|
152,719
|
SF
|
81.75
|
Fee Simple
|
12,500,000
|
12,484,925
|
12,484,925
|
1.4%
|
10,268,549
|
||||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
2011-2012
|
131,216
|
SF
|
91.36
|
Fee Simple
|
12,000,000
|
11,987,768
|
11,987,768
|
1.4%
|
11,206,090
|
|||||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
2010-2012
|
142,041
|
SF
|
84.31
|
Fee Simple
|
11,975,145
|
11,975,145
|
11,975,145
|
1.4%
|
11,975,145
|
|||||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
NAP
|
65,939
|
SF
|
172.28
|
Fee Simple
|
11,360,000
|
11,360,000
|
11,360,000
|
1.3%
|
9,869,432
|
||||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
NAP
|
100
|
Rooms
|
110,000.00
|
Fee Simple
|
11,000,000
|
11,000,000
|
11,000,000
|
1.3%
|
9,286,021
|
||||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
1988
|
83,876
|
SF
|
126.70
|
Fee Simple
|
10,627,000
|
10,627,000
|
10,627,000
|
1.2%
|
8,975,548
|
||||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
NAP
|
114,317
|
SF
|
87.04
|
Fee Simple
|
9,950,000
|
9,950,000
|
9,950,000
|
1.1%
|
9,950,000
|
|||||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
NAP
|
108
|
Rooms
|
91,064.96
|
Fee Simple
|
9,850,000
|
9,835,015
|
9,835,015
|
1.1%
|
7,536,633
|
||||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
2004
|
77,301
|
SF
|
123.23
|
Fee Simple
|
9,526,000
|
9,526,000
|
9,526,000
|
1.1%
|
9,526,000
|
|||||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
99,859
|
SF
|
95.03
|
9,500,000
|
9,489,136
|
9,489,136
|
1.1%
|
7,876,339
|
|||||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
NAP
|
37,875
|
SF
|
Fee Simple
|
4,178,052
|
|||||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
NAP
|
37,526
|
SF
|
Fee Simple
|
3,045,021
|
|||||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
NAP
|
24,458
|
SF
|
Fee Simple
|
2,266,062
|
|||||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
2012
|
204
|
Units
|
46,463.88
|
Fee Simple
|
9,500,000
|
9,478,631
|
9,478,631
|
1.1%
|
7,820,263
|
|||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
NAP
|
148
|
Units
|
62,837.84
|
Fee Simple
|
9,300,000
|
9,300,000
|
9,300,000
|
1.1%
|
7,911,043
|
||||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
NAP
|
78,890
|
SF
|
117.57
|
Fee Simple
|
9,275,000
|
9,275,000
|
9,275,000
|
1.1%
|
8,059,636
|
|||||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
NAP
|
68,646
|
SF
|
134.02
|
Fee Simple
|
9,200,000
|
9,200,000
|
9,200,000
|
1.1%
|
9,200,000
|
|||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
2009-2013
|
407
|
Units
|
22,321.87
|
Fee Simple
|
9,085,000
|
9,085,000
|
9,085,000
|
1.0%
|
8,655,024
|
||||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
NAP
|
84,139
|
SF
|
100.91
|
Fee Simple
|
8,500,000
|
8,490,074
|
8,490,074
|
1.0%
|
7,022,095
|
|||||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
NAP
|
89
|
Rooms
|
95,357.88
|
Fee Simple
|
8,500,000
|
8,486,851
|
8,486,851
|
1.0%
|
6,478,878
|
||||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
155,954
|
SF
|
53.16
|
8,300,000
|
8,290,752
|
8,290,752
|
1.0%
|
6,911,645
|
|||||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
NAP
|
68,431
|
SF
|
Fee Simple
|
3,096,546
|
|||||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
2005
|
40,623
|
SF
|
Fee Simple
|
2,946,713
|
|||||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
NAP
|
46,900
|
SF
|
Fee Simple
|
2,247,493
|
|||||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
NAP
|
142,746
|
SF
|
57.79
|
Fee Simple
|
8,250,000
|
8,250,000
|
8,250,000
|
1.0%
|
7,863,451
|
||||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
1990
|
123,777
|
SF
|
66.25
|
Fee Simple
|
8,200,000
|
8,200,000
|
8,200,000
|
0.9%
|
6,918,299
|
||||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
NAP
|
168
|
Units
|
47,619.05
|
Fee Simple
|
8,000,000
|
8,000,000
|
8,000,000
|
0.9%
|
7,247,490
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||||
Allocated Cut-off
|
||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Units, Pads,
|
Unit
|
Loan Per
|
Ownership
|
Original
|
Cut-off Date
|
Date Balance
|
% of Initial
|
Balloon
|
|||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Year Renovated
|
Rooms, Sq Ft
|
Description
|
Unit ($)
|
Interest
|
Balance ($)
|
Balance ($)
|
(multi-property)
|
Pool Balance
|
Balance ($)
|
||||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
2013
|
39,979
|
SF
|
200.11
|
Fee Simple
|
8,000,000
|
8,000,000
|
8,000,000
|
0.9%
|
6,913,243
|
|||||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
NAP
|
95,414
|
SF
|
81.65
|
Fee Simple
|
7,800,000
|
7,790,749
|
7,790,749
|
0.9%
|
6,426,370
|
|||||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
NAP
|
28,103
|
SF
|
273.43
|
Fee Simple
|
7,700,000
|
7,684,287
|
7,684,287
|
0.9%
|
6,431,607
|
|||||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
2003
|
49
|
Units
|
146,455.32
|
Fee Simple
|
7,200,000
|
7,176,311
|
7,176,311
|
0.8%
|
5,972,118
|
||||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
NAP
|
59,742
|
SF
|
116.96
|
Leasehold
|
7,000,000
|
6,987,202
|
6,987,202
|
0.8%
|
5,030,636
|
||||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
NAP
|
116,096
|
SF
|
60.17
|
Fee Simple
|
7,000,000
|
6,985,091
|
6,985,091
|
0.8%
|
5,810,387
|
||||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
NAP
|
119,465
|
SF
|
58.41
|
Fee Simple
|
7,000,000
|
6,977,389
|
6,977,389
|
0.8%
|
5,822,831
|
|||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
NAP
|
94,233
|
SF
|
69.42
|
Fee Simple
|
6,550,000
|
6,542,057
|
6,542,057
|
0.8%
|
5,375,437
|
|||||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
70,568
|
SF
|
90.59
|
6,400,000
|
6,392,659
|
6,392,659
|
0.7%
|
5,303,468
|
|||||||||||||||||
46.01
|
Property
|
710 Avis
|
NAP
|
47,332
|
SF
|
Fee Simple
|
3,321,186
|
|||||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
1977-1979
|
23,236
|
SF
|
Fee Simple
|
3,071,473
|
|||||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
2004-2011
|
116
|
Units
|
53,596.71
|
Fee Simple
|
6,225,000
|
6,217,218
|
6,217,218
|
0.7%
|
5,721,871
|
||||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
NAP
|
35,716
|
SF
|
166.31
|
Fee Simple
|
5,940,000
|
5,940,000
|
5,940,000
|
0.7%
|
5,940,000
|
|||||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
NAP
|
37,554
|
SF
|
149.62
|
Fee Simple
|
5,625,000
|
5,618,806
|
5,618,806
|
0.6%
|
4,693,308
|
||||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
NAP
|
64,136
|
SF
|
85.65
|
Fee Simple
|
5,500,000
|
5,493,539
|
5,493,539
|
0.6%
|
4,539,034
|
||||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
2008
|
51
|
Rooms
|
101,807.90
|
Fee Simple
|
5,200,000
|
5,192,203
|
5,192,203
|
0.6%
|
3,991,782
|
|||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
NAP
|
88,264
|
SF
|
56.58
|
Fee Simple
|
5,000,000
|
4,993,848
|
4,993,848
|
0.6%
|
4,053,395
|
||||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
NAP
|
33,456
|
SF
|
143.16
|
Fee Simple
|
4,800,000
|
4,789,491
|
4,789,491
|
0.6%
|
3,967,790
|
|||||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
NAP
|
3,426
|
SF
|
1,386.46
|
Fee Simple
|
4,750,000
|
4,750,000
|
4,750,000
|
0.5%
|
4,750,000
|
||||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
NAP
|
38,864
|
SF
|
121.96
|
Fee Simple
|
4,750,000
|
4,739,969
|
4,739,969
|
0.5%
|
3,947,750
|
|||||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
NAP
|
118
|
Units
|
37,626.67
|
Fee Simple
|
4,450,000
|
4,439,947
|
4,439,947
|
0.5%
|
3,660,674
|
|||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
2012
|
74
|
Units
|
57,721.08
|
Fee Simple
|
4,280,000
|
4,271,360
|
4,271,360
|
0.5%
|
3,580,503
|
|||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
NAP
|
14,550
|
SF
|
267.14
|
Fee Simple
|
3,895,000
|
3,886,914
|
3,886,914
|
0.4%
|
3,245,295
|
||||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
NAP
|
92
|
Units
|
41,304.35
|
Fee Simple
|
3,800,000
|
3,800,000
|
3,800,000
|
0.4%
|
3,366,947
|
|||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
NAP
|
46,419
|
SF
|
81.77
|
Fee Simple
|
3,800,000
|
3,795,912
|
3,795,912
|
0.4%
|
3,534,733
|
||||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
NAP
|
118
|
Units
|
24,548.24
|
Fee Simple
|
2,900,000
|
2,896,692
|
2,896,692
|
0.3%
|
2,405,423
|
|||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
NAP
|
39,653
|
SF
|
72.98
|
Fee Simple
|
2,900,000
|
2,893,731
|
2,893,731
|
0.3%
|
2,401,813
|
|||||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
NAP
|
17,562
|
SF
|
136.51
|
Fee Simple
|
2,400,000
|
2,397,348
|
2,397,348
|
0.3%
|
2,001,357
|
|||||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
NAP
|
13,697
|
SF
|
160.45
|
Fee Simple
|
2,200,000
|
2,197,646
|
2,197,646
|
0.3%
|
1,844,229
|
|||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
NAP
|
11,440
|
SF
|
174.64
|
Fee Simple
|
2,000,000
|
1,997,899
|
1,997,899
|
0.2%
|
1,681,530
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Monthly
|
Annual
|
Companion Loan
|
Companion Loan
|
Interest
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Mortgage
|
Administrative
|
Net Mortgage
|
Debt
|
Debt
|
Monthly Debt
|
Annual Debt
|
Accrual
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Loan Rate (%)
|
Fee Rate (%) (1)
|
Loan Rate (%)
|
Service ($) (2)
|
Service ($)
|
Service ($)
|
Service ($)
|
Amortization Type
|
Method
|
|||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
5.34000%
|
0.04425%
|
5.29575%
|
513,167.94
|
6,158,015.28
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
4.90000%
|
0.01425%
|
4.88575%
|
424,581.38
|
5,094,976.56
|
Amortizing
|
30/360
|
|||||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
5.25000%
|
0.01425%
|
5.23575%
|
414,152.78
|
4,969,833.33
|
2,788,628.70
|
33,463,544.43
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
5.12300%
|
0.01425%
|
5.10875%
|
216,423.03
|
2,597,076.36
|
Interest Only
|
Actual/360
|
|||||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
5.26500%
|
0.01425%
|
5.25075%
|
210,046.55
|
2,520,558.60
|
Amortizing
|
Actual/360
|
|||||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
5.11500%
|
0.01425%
|
5.10075%
|
149,564.76
|
1,794,777.12
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
4.98000%
|
0.01425%
|
4.96575%
|
115,488.74
|
1,385,864.88
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
4.77800%
|
0.01425%
|
4.76375%
|
99,433.91
|
1,193,206.92
|
Amortizing
|
Actual/360
|
||||||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
4.98000%
|
0.01425%
|
4.96575%
|
95,604.60
|
1,147,255.20
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
4.42550%
|
0.01425%
|
4.41125%
|
59,826.20
|
717,914.40
|
Interest Only
|
Actual/360
|
|||||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
4.98000%
|
0.01425%
|
4.96575%
|
81,946.80
|
983,361.60
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
5.64200%
|
0.01425%
|
5.62775%
|
119,585.70
|
1,435,028.40
|
Amortizing
|
Actual/360
|
|||||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
4.90000%
|
0.01425%
|
4.88575%
|
76,424.65
|
917,095.80
|
Amortizing - ARD
|
Actual/360
|
||||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
5.47000%
|
0.05925%
|
5.41075%
|
84,190.87
|
1,010,290.44
|
Amortizing
|
Actual/360
|
|||||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
4.33000%
|
0.01425%
|
4.31575%
|
47,925.68
|
575,108.16
|
Interest Only
|
Actual/360
|
||||||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
5.64000%
|
0.05925%
|
5.58075%
|
73,516.98
|
882,203.76
|
Amortizing
|
Actual/360
|
|||||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
4.98000%
|
0.01425%
|
4.96575%
|
66,950.00
|
803,400.00
|
Amortizing
|
Actual/360
|
|||||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
5.87600%
|
0.05925%
|
5.81675%
|
70,992.20
|
851,906.40
|
Amortizing
|
Actual/360
|
||||||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
4.33000%
|
0.01425%
|
4.31575%
|
43,810.46
|
525,725.52
|
Interest Only
|
Actual/360
|
||||||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
5.16000%
|
0.01425%
|
5.14575%
|
62,098.59
|
745,183.08
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
5.00000%
|
0.01425%
|
4.98575%
|
59,050.38
|
708,604.56
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
5.01700%
|
0.01425%
|
5.00275%
|
57,158.50
|
685,902.00
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
4.33000%
|
0.01425%
|
4.31575%
|
36,401.57
|
436,818.84
|
Interest Only
|
Actual/360
|
||||||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
5.65500%
|
0.01425%
|
5.64075%
|
61,402.76
|
736,833.12
|
Amortizing
|
Actual/360
|
|||||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
5.07000%
|
0.04425%
|
5.02575%
|
40,806.34
|
489,676.08
|
Interest Only
|
Actual/360
|
||||||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
5.26600%
|
0.05925%
|
5.20675%
|
52,553.54
|
630,642.48
|
Amortizing
|
Actual/360
|
||||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
5.04100%
|
0.01425%
|
5.02675%
|
51,236.37
|
614,836.44
|
Amortizing
|
Actual/360
|
||||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
5.26500%
|
0.05425%
|
5.21075%
|
51,441.38
|
617,296.56
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
5.17000%
|
0.03425%
|
5.13575%
|
50,758.28
|
609,099.36
|
Interest Only, Then Amortizing
|
Actual/360
|
||||||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
4.83000%
|
0.01425%
|
4.81575%
|
37,544.31
|
450,531.72
|
Interest Only
|
Actual/360
|
||||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
4.64000%
|
0.04425%
|
4.59575%
|
46,791.17
|
561,494.04
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
5.15400%
|
0.06425%
|
5.08975%
|
46,433.18
|
557,198.16
|
Amortizing
|
Actual/360
|
||||||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
5.54500%
|
0.01425%
|
5.53075%
|
52,426.11
|
629,113.32
|
Amortizing
|
Actual/360
|
|||||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
5.40500%
|
0.01425%
|
5.39075%
|
46,632.96
|
559,595.52
|
Amortizing
|
Actual/360
|
||||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
4.69400%
|
0.01425%
|
4.67975%
|
42,757.87
|
513,094.44
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
4.98000%
|
0.01425%
|
4.96575%
|
43,919.20
|
527,030.40
|
Interest Only, Then Amortizing
|
Actual/360
|
|||||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
5.11000%
|
0.05925%
|
5.05075%
|
43,485.15
|
521,821.80
|
Interest Only, Then Amortizing
|
Actual/360
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Monthly
|
Annual
|
Companion Loan
|
Companion Loan
|
Interest
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Mortgage
|
Administrative
|
Net Mortgage
|
Debt
|
Debt
|
Monthly Debt
|
Annual Debt
|
Accrual
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Loan Rate (%)
|
Fee Rate (%) (1)
|
Loan Rate (%)
|
Service ($) (2)
|
Service ($)
|
Service ($)
|
Service ($)
|
Amortization Type
|
Method
|
|||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
4.95000%
|
0.01425%
|
4.93575%
|
42,701.60
|
512,419.20
|
Interest Only, Then Amortizing
|
Actual/360
|
||||||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
5.07000%
|
0.01425%
|
5.05575%
|
42,206.41
|
506,476.92
|
Amortizing
|
Actual/360
|
||||||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
5.50000%
|
0.01425%
|
5.48575%
|
43,719.75
|
524,637.00
|
Amortizing
|
Actual/360
|
||||||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
5.27950%
|
0.01425%
|
5.26525%
|
39,890.32
|
478,683.84
|
Amortizing
|
Actual/360
|
|||||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
5.42500%
|
0.01425%
|
5.41075%
|
44,443.82
|
533,325.84
|
Amortizing
|
Actual/360
|
|||||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
5.30000%
|
0.01425%
|
5.28575%
|
38,871.33
|
466,455.96
|
Amortizing
|
Actual/360
|
|||||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
5.37000%
|
0.04425%
|
5.32575%
|
39,176.17
|
470,114.04
|
Amortizing
|
Actual/360
|
||||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
4.95000%
|
0.01425%
|
4.93575%
|
34,961.93
|
419,543.16
|
Amortizing
|
Actual/360
|
||||||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
5.25000%
|
0.05925%
|
5.19075%
|
35,341.04
|
424,092.48
|
Amortizing
|
Actual/360
|
||||||||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
4.78500%
|
0.01425%
|
4.77075%
|
32,604.00
|
391,248.00
|
Amortizing
|
Actual/360
|
|||||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
4.75000%
|
0.04425%
|
4.70575%
|
23,839.06
|
286,068.72
|
Interest Only
|
Actual/360
|
||||||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
5.46800%
|
0.01425%
|
5.45375%
|
31,825.29
|
381,903.48
|
Amortizing
|
Actual/360
|
|||||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
5.12200%
|
0.01425%
|
5.10775%
|
29,936.63
|
359,239.56
|
Amortizing
|
Actual/360
|
|||||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
5.75000%
|
0.06925%
|
5.68075%
|
32,713.53
|
392,562.36
|
Amortizing
|
Actual/360
|
||||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
5.82800%
|
0.01425%
|
5.81375%
|
30,435.38
|
365,224.56
|
Amortizing
|
Actual/360
|
|||||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
5.17000%
|
0.01425%
|
5.15575%
|
26,268.44
|
315,221.28
|
Amortizing
|
Actual/360
|
||||||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
5.27850%
|
0.01425%
|
5.26425%
|
21,184.26
|
254,211.12
|
Interest Only
|
Actual/360
|
|||||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
5.34000%
|
0.01425%
|
5.32575%
|
26,495.08
|
317,940.96
|
Amortizing
|
Actual/360
|
||||||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
5.02000%
|
0.05925%
|
4.96075%
|
23,942.98
|
287,315.76
|
Amortizing
|
Actual/360
|
||||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
5.55000%
|
0.06425%
|
5.48575%
|
24,435.81
|
293,229.72
|
Amortizing
|
Actual/360
|
||||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
5.42000%
|
0.01425%
|
5.40575%
|
21,920.28
|
263,043.36
|
Amortizing
|
Actual/360
|
|||||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
5.05000%
|
0.01425%
|
5.03575%
|
20,515.50
|
246,186.00
|
Interest Only, Then Amortizing
|
Actual/360
|
||||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
5.59200%
|
0.01425%
|
5.57775%
|
21,795.84
|
261,550.08
|
Amortizing
|
Actual/360
|
|||||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
5.28000%
|
0.01425%
|
5.26575%
|
16,067.84
|
192,814.08
|
Amortizing
|
Actual/360
|
||||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
5.23000%
|
0.01425%
|
5.21575%
|
15,978.00
|
191,736.00
|
Amortizing
|
Actual/360
|
||||||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
5.45000%
|
0.06425%
|
5.38575%
|
13,551.74
|
162,620.88
|
Amortizing
|
Actual/360
|
||||||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
5.62000%
|
0.06425%
|
5.55575%
|
12,657.50
|
151,890.00
|
Amortizing
|
Actual/360
|
||||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
5.71700%
|
0.05925%
|
5.65775%
|
11,629.56
|
139,554.72
|
Amortizing
|
Actual/360
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Original
|
Remaining
|
Original Term To
|
Remaining
|
Original
|
Remaining
|
|||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Interest-Only
|
Interest-Only
|
Maturity / ARD
|
Term To
|
Amortization Term
|
Amortization Term
|
Origination
|
Due
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Seasoning
|
Period (Mos.)
|
Period (Mos.)
|
(Mos.)
|
Maturity / ARD (Mos.)
|
(Mos.)
|
(Mos.)
|
Date
|
Date
|
|||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
1
|
11
|
10
|
60
|
59
|
360
|
360
|
10/11/2013
|
6
|
|||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/11/2013
|
6
|
|||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
3
|
60
|
57
|
120
|
117
|
360
|
360
|
9/3/2013
|
6
|
|||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
2
|
120
|
118
|
120
|
118
|
0
|
0
|
9/16/2013
|
6
|
|||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
3
|
0
|
0
|
60
|
57
|
300
|
297
|
9/6/2013
|
6
|
|||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
2
|
12
|
10
|
120
|
118
|
360
|
360
|
9/18/2013
|
6
|
|||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
10/18/2013
|
6
|
|||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/30/2013
|
6
|
||||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
10/18/2013
|
6
|
|||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
3
|
120
|
117
|
120
|
117
|
0
|
0
|
9/5/2013
|
6
|
|||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
10/18/2013
|
6
|
|||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
1
|
0
|
0
|
120
|
119
|
192
|
191
|
10/18/2013
|
6
|
|||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/18/2013
|
6
|
||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
10/23/2013
|
6
|
|||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
2
|
60
|
58
|
60
|
58
|
0
|
0
|
9/26/2013
|
6
|
||||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/19/2013
|
6
|
|||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/18/2013
|
6
|
|||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
10/22/2013
|
6
|
||||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
2
|
60
|
58
|
60
|
58
|
0
|
0
|
9/26/2013
|
6
|
||||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
2
|
24
|
22
|
120
|
118
|
360
|
360
|
9/18/2013
|
6
|
|||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
10/30/2013
|
6
|
|||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
10/11/2013
|
6
|
|||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
2
|
60
|
58
|
60
|
58
|
0
|
0
|
9/26/2013
|
6
|
||||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
10/15/2013
|
6
|
|||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
2
|
120
|
118
|
120
|
118
|
0
|
0
|
9/12/2013
|
6
|
||||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/21/2013
|
6
|
||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/19/2013
|
6
|
||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
2
|
12
|
10
|
120
|
118
|
360
|
360
|
10/1/2013
|
6
|
|||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
3
|
24
|
21
|
120
|
117
|
360
|
360
|
8/21/2013
|
6
|
||||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
2
|
120
|
118
|
120
|
118
|
0
|
0
|
10/3/2013
|
6
|
||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
1
|
24
|
23
|
60
|
59
|
360
|
360
|
10/10/2013
|
6
|
|||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/16/2013
|
6
|
||||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
10/18/2013
|
6
|
|||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/18/2013
|
6
|
||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
1
|
24
|
23
|
60
|
59
|
360
|
360
|
10/24/2013
|
6
|
|||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
10/18/2013
|
6
|
|||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
1
|
48
|
47
|
120
|
119
|
360
|
360
|
10/15/2013
|
6
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Original
|
Remaining
|
Original Term To
|
Remaining
|
Original
|
Remaining
|
|||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Interest-Only
|
Interest-Only
|
Maturity / ARD
|
Term To
|
Amortization Term
|
Amortization Term
|
Origination
|
Due
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Seasoning
|
Period (Mos.)
|
Period (Mos.)
|
(Mos.)
|
Maturity / ARD (Mos.)
|
(Mos.)
|
(Mos.)
|
Date
|
Date
|
|||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
1
|
24
|
23
|
120
|
119
|
360
|
360
|
10/22/2013
|
6
|
||||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/25/2013
|
5
|
||||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/12/2013
|
6
|
||||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
3
|
0
|
0
|
120
|
117
|
360
|
357
|
8/30/2013
|
6
|
|||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
1
|
0
|
0
|
120
|
119
|
276
|
275
|
10/11/2013
|
6
|
|||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/17/2013
|
5
|
|||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
3
|
0
|
0
|
120
|
117
|
360
|
357
|
9/5/2013
|
6
|
||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/24/2013
|
5
|
||||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/18/2013
|
6
|
||||||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
10/11/2013
|
6
|
|||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
2
|
120
|
118
|
120
|
118
|
0
|
0
|
9/19/2013
|
6
|
||||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/10/2013
|
6
|
|||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/15/2013
|
6
|
|||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
10/16/2013
|
5
|
||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
1
|
0
|
0
|
120
|
119
|
330
|
329
|
10/16/2013
|
6
|
|||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/27/2013
|
6
|
||||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
2
|
120
|
118
|
120
|
118
|
0
|
0
|
10/1/2013
|
6
|
|||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/18/2013
|
5
|
||||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
10/1/2013
|
6
|
||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/10/2013
|
5
|
||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
9/11/2013
|
6
|
|||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
10/8/2013
|
5
|
||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
10/15/2013
|
6
|
|||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/25/2013
|
5
|
||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
10/4/2013
|
5
|
||||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/25/2013
|
5
|
||||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/9/2013
|
5
|
||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
10/17/2013
|
6
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
First
|
Last IO
|
First P&I
|
ARD
|
Final
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Due Date
|
Due Date
|
Due Date
|
Maturity / ARD Date
|
(Yes / No)
|
Maturity Date
|
||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
12/6/2013
|
10/6/2014
|
11/6/2014
|
11/6/2018
|
No
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
10/6/2013
|
9/6/2018
|
10/6/2018
|
9/6/2023
|
No
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
11/6/2013
|
10/6/2023
|
10/6/2023
|
No
|
||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
10/6/2013
|
10/6/2013
|
9/6/2018
|
No
|
||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
11/6/2013
|
10/6/2014
|
11/6/2014
|
10/6/2023
|
No
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
12/6/2013
|
11/6/2014
|
12/6/2014
|
11/6/2023
|
No
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
|||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
12/6/2013
|
11/6/2014
|
12/6/2014
|
11/6/2023
|
No
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
10/6/2013
|
9/6/2023
|
9/6/2023
|
No
|
||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
12/6/2013
|
11/6/2014
|
12/6/2014
|
11/6/2023
|
No
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
Yes
|
11/6/2033
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
11/6/2013
|
10/6/2018
|
10/6/2018
|
No
|
|||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
12/6/2013
|
12/6/2013
|
11/6/2018
|
No
|
|||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
11/6/2013
|
10/6/2018
|
10/6/2018
|
No
|
|||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
11/6/2013
|
10/6/2015
|
11/6/2015
|
10/6/2023
|
No
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
12/6/2013
|
11/6/2014
|
12/6/2014
|
11/6/2023
|
No
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
12/6/2013
|
11/6/2014
|
12/6/2014
|
11/6/2023
|
No
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
11/6/2013
|
10/6/2018
|
10/6/2018
|
No
|
|||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
11/6/2013
|
10/6/2023
|
10/6/2023
|
No
|
|||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
|||||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
|||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
11/6/2013
|
10/6/2014
|
11/6/2014
|
10/6/2023
|
No
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
10/6/2013
|
9/6/2015
|
10/6/2015
|
9/6/2023
|
No
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
11/6/2013
|
10/6/2023
|
10/6/2023
|
No
|
|||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
12/6/2013
|
11/6/2015
|
12/6/2015
|
11/6/2018
|
No
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
|||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
|||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
12/6/2013
|
11/6/2015
|
12/6/2015
|
11/6/2018
|
No
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
12/6/2013
|
11/6/2014
|
12/6/2014
|
11/6/2023
|
No
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
12/6/2013
|
11/6/2017
|
12/6/2017
|
11/6/2023
|
No
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
First
|
Last IO
|
First P&I
|
ARD
|
Final
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Due Date
|
Due Date
|
Due Date
|
Maturity / ARD Date
|
(Yes / No)
|
Maturity Date
|
||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
12/6/2013
|
11/6/2015
|
12/6/2015
|
11/6/2023
|
No
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
12/5/2013
|
12/5/2013
|
11/5/2023
|
No
|
|||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
|||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
10/6/2013
|
10/6/2013
|
9/6/2023
|
No
|
||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
11/5/2013
|
11/5/2013
|
10/5/2023
|
No
|
||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
10/6/2013
|
10/6/2013
|
9/6/2023
|
No
|
|||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
12/5/2013
|
12/5/2013
|
11/5/2023
|
No
|
|||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
|||||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
12/6/2013
|
12/6/2013
|
11/6/2018
|
No
|
||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
11/6/2013
|
10/6/2023
|
10/6/2023
|
No
|
|||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
12/5/2013
|
12/5/2013
|
11/5/2023
|
No
|
|||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
|||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
11/6/2013
|
10/6/2023
|
10/6/2023
|
No
|
||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
11/5/2013
|
11/5/2013
|
10/5/2023
|
No
|
|||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
|||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
11/5/2013
|
11/5/2013
|
10/5/2023
|
No
|
|||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
11/6/2013
|
11/6/2013
|
10/6/2023
|
No
|
||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
12/5/2013
|
11/5/2016
|
12/5/2016
|
11/5/2023
|
No
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
12/6/2013
|
12/6/2013
|
11/6/2018
|
No
|
||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
12/5/2013
|
12/5/2013
|
11/5/2023
|
No
|
|||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
11/5/2013
|
11/5/2013
|
10/5/2023
|
No
|
|||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
12/5/2013
|
12/5/2013
|
11/5/2023
|
No
|
|||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
12/5/2013
|
12/5/2013
|
11/5/2023
|
No
|
|||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
12/6/2013
|
12/6/2013
|
11/6/2023
|
No
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Grace
|
Grace
|
Third
|
Third
|
Second
|
Second
|
|||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Period-
|
Period-
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Late Fee
|
Default
|
Prepayment Provision (3)
|
NOI ($)
|
NOI Date
|
NOI ($)
|
NOI Date
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
5
|
0
|
Lockout/25_>YM or 1%/28_0%/7
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
0
|
0
|
Lockout/11_>YM or 1%/105_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
0
|
3 days grace, once per calendar year, other than the payment due on the Maturity Date
|
Lockout/27_Defeasance/89_0%/4
|
41,869,045
|
12/31/2011
|
43,644,243
|
12/31/2012
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
3,804,005
|
12/31/2011
|
3,884,223
|
12/31/2012
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
0
|
0
|
Lockout/27_Defeasance/29_0%/4
|
2,113,850
|
12/31/2011
|
3,270,617
|
12/31/2012
|
|||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
0
|
0
|
Lockout/26_Defeasance/89_0%/5
|
N/A
|
N/A
|
2,245,994
|
12/31/2012
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
2,115,647
|
12/31/2011
|
2,022,208
|
12/31/2012
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
0
|
0
|
Lockout/2_>YM or 1%/115_0%/3
|
1,975,700
|
12/31/2011
|
1,885,715
|
12/31/2012
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,408,537
|
12/31/2011
|
1,613,366
|
12/31/2012
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
0
|
0
|
Lockout/37_Defeasance/79_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,393,964
|
12/31/2011
|
1,577,949
|
12/31/2012
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
0
|
0
|
Lockout/25_>YM or 1%/85_0%/10
|
2,457,944
|
12/31/2011
|
2,778,615
|
12/31/2012
|
|||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
0
|
0
|
Lockout/25_>YM or 1%/91_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,676,857
|
12/31/2011
|
2,011,416
|
12/31/2012
|
|||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
0
|
0
|
Lockout/26_Defeasance/30_0%/4
|
1,313,256
|
12/31/2011
|
1,277,185
|
12/31/2012
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
0
|
0
|
Lockout/26_Defeasance/91_0%/3
|
1,279,822
|
12/31/2011
|
1,147,959
|
12/31/2012
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,287,258
|
12/31/2011
|
1,503,410
|
12/31/2012
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
0
|
0
|
Lockout/25_Defeasance/31_0%/4
|
1,039,852
|
12/31/2011
|
865,956
|
12/31/2012
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
0
|
0
|
Lockout/26_Defeasance/30_0%/4
|
1,227,902
|
12/31/2011
|
1,397,346
|
12/31/2012
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
0
|
0
|
Lockout/35_>YM or 1%/81_0%/4
|
1,201,830
|
12/31/2011
|
1,189,466
|
12/31/2012
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
1,677,540
|
12/31/2011
|
1,847,040
|
12/31/2012
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
0
|
0
|
Lockout/26_Defeasance/30_0%/4
|
1,091,660
|
12/31/2011
|
953,302
|
12/31/2012
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,097,592
|
12/31/2011
|
1,169,208
|
12/31/2012
|
|||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
1,190,526
|
12/31/2011
|
1,158,347
|
12/31/2012
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
0
|
0
|
Lockout/25_Defeasance/90_0%/5
|
N/A
|
N/A
|
1,073,404
|
12/31/2012
|
||||||||||||
26.01
|
Property
|
2705 South Industrial
|
N/A
|
N/A
|
628,175
|
12/31/2012
|
||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
N/A
|
N/A
|
163,658
|
12/31/2012
|
||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
N/A
|
N/A
|
281,572
|
12/31/2012
|
||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
913,360
|
12/31/2011
|
866,845
|
12/31/2012
|
||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
768,870
|
12/31/2011
|
900,874
|
12/31/2012
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
0
|
0
|
Lockout/27_Defeasance/89_0%/4
|
926,970
|
12/31/2011
|
919,543
|
12/31/2012
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
0
|
0
|
Lockout/26_Defeasance/91_0%/3
|
438,306
|
12/31/2011
|
748,262
|
12/31/2012
|
||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
0
|
0
|
Lockout/25_Defeasance/32_0%/3
|
797,486
|
12/31/2011
|
1,343,477
|
12/31/2012
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
960,190
|
12/31/2011
|
886,910
|
12/31/2012
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
810,138
|
12/31/2011
|
966,920
|
12/31/2012
|
|||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
637,507
|
12/31/2011
|
725,087
|
12/31/2012
|
||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
182,289
|
12/31/2011
|
240,376
|
12/31/2012
|
||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
255,178
|
12/31/2011
|
282,728
|
12/31/2012
|
||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
200,040
|
12/31/2011
|
201,983
|
12/31/2012
|
||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/31_0%/4
|
903,292
|
12/31/2011
|
862,415
|
12/31/2012
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
618,065
|
12/31/2011
|
821,889
|
12/31/2012
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
686,580
|
12/31/2011
|
684,284
|
12/31/2012
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Grace
|
Grace
|
Third
|
Third
|
Second
|
Second
|
|||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Period-
|
Period-
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Late Fee
|
Default
|
Prepayment Provision (3)
|
NOI ($)
|
NOI Date
|
NOI ($)
|
NOI Date
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
864,952
|
12/31/2011
|
238,314
|
12/31/2012
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
872,836
|
12/31/2011
|
756,908
|
12/31/2012
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
0
|
0
|
Lockout/26_Defeasance/89_0%/5
|
670,964
|
12/31/2011
|
732,104
|
12/31/2012
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
7
|
0
|
Lockout/49_Defeasance/68_0%/3
|
580,601
|
12/31/2011
|
609,439
|
12/31/2012
|
|||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,007,263
|
12/31/2011
|
1,029,255
|
12/31/2012
|
|||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
807,105
|
12/31/2011
|
843,455
|
12/31/2012
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
0
|
0
|
Lockout/27_Defeasance/90_0%/3
|
643,573
|
12/31/2011
|
704,910
|
12/31/2012
|
||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
491,678
|
12/31/2011
|
610,540
|
12/31/2012
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
0
|
0
|
Lockout/25_Defeasance/90_0%/5
|
493,821
|
12/31/2011
|
634,406
|
12/31/2012
|
||||||||||||
46.01
|
Property
|
710 Avis
|
312,782
|
12/31/2011
|
415,674
|
12/31/2012
|
||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
181,038
|
12/31/2011
|
218,732
|
12/31/2012
|
||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
0
|
0
|
Lockout/25_Defeasance/31_0%/4
|
616,045
|
12/31/2011
|
795,180
|
12/31/2012
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
629,506
|
12/31/2011
|
804,293
|
12/31/2012
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
694,597
|
12/31/2011
|
710,196
|
12/31/2012
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
503,303
|
12/31/2011
|
492,221
|
12/31/2012
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
702,974
|
12/31/2011
|
755,247
|
12/31/2012
|
||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
631,803
|
12/31/2012
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
491,975
|
12/31/2011
|
546,512
|
12/31/2012
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
0
|
0
|
Lockout/26_Defeasance/91_0%/3
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
645,502
|
12/31/2011
|
605,496
|
12/31/2012
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
0
|
0
|
Lockout/26_Defeasance/91_0%/3
|
480,860
|
12/31/2011
|
528,893
|
12/31/2012
|
||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
233,850
|
12/31/2011
|
333,351
|
12/31/2012
|
||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
239,941
|
12/31/2011
|
313,140
|
12/31/2012
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
0
|
0
|
Lockout/25_Defeasance/31_0%/4
|
353,200
|
12/31/2011
|
386,612
|
12/31/2012
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
273,915
|
12/31/2011
|
282,469
|
12/31/2012
|
||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
289,094
|
12/31/2011
|
357,200
|
12/31/2012
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
347,040
|
12/31/2011
|
310,523
|
12/31/2012
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
0
|
0
|
Lockout/25_Defeasance/89_0%/6
|
247,255
|
12/31/2011
|
247,889
|
12/31/2012
|
||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
84,425
|
12/31/2012
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Underwritten
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
EGI (if past 2012) ($)
|
Expenses (if past 2012) ($)
|
NOI (if past 2012) ($)
|
NOI Date (if past 2012)
|
# of months
|
Description
|
EGI ($)
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
14,455,685
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
12,599,604
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
65,659,282
|
19,757,604
|
45,901,678
|
6/30/2013
|
12
|
Trailing 12
|
67,175,766
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
5,708,589
|
1,843,998
|
3,864,591
|
5/31/2013
|
12
|
Trailing 12
|
7,041,480
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
17,268,459
|
12,837,404
|
4,431,055
|
7/31/2013
|
12
|
Trailing 12
|
17,268,459
|
|||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
2,966,912
|
543,642
|
2,423,270
|
7/31/2013
|
12
|
Trailing 12
|
3,664,980
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
2,766,377
|
735,141
|
2,031,236
|
7/31/2013
|
12
|
Trailing 12
|
2,954,264
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
3,381,937
|
1,307,210
|
2,074,727
|
8/31/2013
|
12
|
Trailing 12
|
3,404,625
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
2,498,261
|
824,789
|
1,673,472
|
7/31/2013
|
12
|
Trailing 12
|
2,767,289
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
3,770,788
|
|||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
2,148,357
|
570,649
|
1,577,708
|
7/31/2013
|
12
|
Trailing 12
|
2,066,570
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
9,950,264
|
6,860,992
|
3,089,272
|
9/30/2013
|
12
|
Trailing 12
|
9,951,301
|
|||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
1,402,215
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
4,912,552
|
3,144,455
|
1,768,098
|
6/30/2013
|
12
|
Trailing 12
|
4,912,552
|
|||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
3,437,605
|
2,261,125
|
1,176,480
|
5/31/2013
|
12
|
Trailing 12
|
3,721,222
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
1,816,771
|
682,383
|
1,134,388
|
6/30/2013
|
12
|
Trailing 12
|
2,124,593
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
1,963,841
|
448,206
|
1,515,634
|
7/31/2013
|
12
|
Trailing 12
|
1,772,551
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
2,258,963
|
1,080,697
|
1,178,266
|
7/31/2013
|
12
|
Trailing 12
|
2,456,395
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
3,558,225
|
1,881,113
|
1,677,112
|
5/31/2013
|
12
|
Trailing 12
|
3,653,787
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
1,597,092
|
421,918
|
1,175,174
|
7/31/2013
|
12
|
Trailing 12
|
1,633,338
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
3,504,112
|
2,333,813
|
1,170,299
|
8/31/2013
|
12
|
Trailing 12
|
3,510,243
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
2,673,943
|
1,044,992
|
1,628,951
|
7/1/2013
|
12
|
Trailing 12
|
2,671,602
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
2,780,938
|
1,756,371
|
1,024,567
|
5/31/2013
|
12
|
Trailing 12
|
2,886,429
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
2,745,733
|
1,496,329
|
1,249,404
|
8/31/2013
|
12
|
Trailing 12
|
2,745,733
|
|||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
1,494,363
|
323,807
|
1,170,556
|
7/31/2013
|
12
|
Trailing 12
|
1,527,539
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
1,406,075
|
415,594
|
990,481
|
8/31/2013
|
12
|
Trailing 12
|
1,544,778
|
||||||||||||
26.01
|
Property
|
2705 South Industrial
|
681,214
|
235,800
|
445,414
|
8/31/2013
|
12
|
Trailing 12
|
657,850
|
|||||||||||||
26.02
|
Property
|
2725 South Industrial
|
325,070
|
98,323
|
226,747
|
8/31/2013
|
12
|
Trailing 12
|
516,608
|
|||||||||||||
26.03
|
Property
|
2805 South Industrial
|
399,792
|
81,471
|
318,321
|
8/31/2013
|
12
|
Trailing 12
|
370,320
|
|||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
1,665,419
|
752,857
|
912,562
|
6/30/2013
|
12
|
Trailing 12
|
1,781,890
|
||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
1,543,040
|
535,537
|
1,007,503
|
8/31/2013
|
12
|
Trailing 12
|
1,543,040
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
1,285,864
|
343,052
|
942,813
|
7/31/2013
|
12
|
Trailing 12
|
1,279,155
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
1,269,741
|
374,401
|
895,339
|
8/31/2013
|
12
|
Trailing 12
|
1,333,812
|
||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
2,402,044
|
871,473
|
1,530,571
|
8/31/2013
|
12
|
Trailing 12
|
2,343,764
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
1,185,572
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
2,373,851
|
1,359,948
|
1,013,903
|
8/31/2013
|
12
|
Trailing 12
|
2,373,851
|
|||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
1,283,995
|
518,341
|
765,654
|
9/30/2013
|
12
|
Trailing 12
|
1,291,895
|
||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
494,846
|
201,133
|
293,713
|
9/30/2013
|
12
|
Trailing 12
|
494,846
|
|||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
428,825
|
163,723
|
265,102
|
9/30/2013
|
12
|
Trailing 12
|
436,725
|
|||||||||||||
34.03
|
Property
|
500 Cone Road
|
360,324
|
153,485
|
206,839
|
9/30/2013
|
12
|
Trailing 12
|
360,324
|
|||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
1,263,738
|
419,609
|
844,129
|
8/30/2013
|
12
|
Trailing 12
|
1,401,225
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
1,225,330
|
352,334
|
872,995
|
7/31/2013
|
12
|
Trailing 12
|
1,210,579
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
1,399,329
|
654,894
|
744,435
|
8/31/2013
|
12
|
Trailing 12
|
1,399,329
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Underwritten
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
EGI (if past 2012) ($)
|
Expenses (if past 2012) ($)
|
NOI (if past 2012) ($)
|
NOI Date (if past 2012)
|
# of months
|
Description
|
EGI ($)
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
795,961
|
596,337
|
199,624
|
8/31/2013
|
12
|
Trailing 12
|
1,368,120
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
1,222,546
|
382,617
|
839,929
|
6/30/2013
|
12
|
Trailing 12
|
1,272,071
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
1,177,821
|
454,011
|
723,810
|
3/31/2013
|
12
|
Trailing 12
|
1,176,202
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
838,004
|
187,716
|
650,289
|
4/30/2013
|
12
|
Trailing 12
|
862,965
|
|||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
1,634,437
|
599,239
|
1,035,198
|
7/31/2013
|
12
|
Trailing 12
|
1,487,330
|
|||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
1,103,522
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
1,110,872
|
392,754
|
718,118
|
7/31/2013
|
12
|
Trailing 12
|
1,110,872
|
||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
927,391
|
311,495
|
615,896
|
6/30/2013
|
12
|
Trailing 12
|
878,670
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
1,031,953
|
348,329
|
683,624
|
9/30/2013
|
12
|
Trailing 12
|
1,198,339
|
||||||||||||
46.01
|
Property
|
710 Avis
|
516,109
|
53,962
|
462,148
|
9/30/2013
|
12
|
Trailing 12
|
680,312
|
|||||||||||||
46.02
|
Property
|
Liberty Plaza
|
515,843
|
294,367
|
221,476
|
9/30/2013
|
12
|
Trailing 12
|
518,027
|
|||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
1,322,883
|
510,338
|
812,545
|
8/31/2013
|
12
|
Trailing 12
|
1,306,378
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
1,326,011
|
467,907
|
858,105
|
6/30/2013
|
12
|
Trailing 12
|
1,259,281
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
819,222
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
788,457
|
265,417
|
523,040
|
8/31/2013
|
12
|
Trailing 12
|
817,362
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
1,781,358
|
1,022,881
|
758,477
|
8/31/2013
|
12
|
Trailing 12
|
1,781,296
|
||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
1,045,386
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
718,758
|
170,758
|
548,000
|
7/31/2013
|
12
|
Trailing 12
|
688,983
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
425,811
|
|||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
983,332
|
441,317
|
542,015
|
6/30/2013
|
12
|
Trailing 12
|
994,750
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
1,309,247
|
757,491
|
551,756
|
8/31/2013
|
12
|
Trailing 12
|
1,308,913
|
||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
719,035
|
272,406
|
446,629
|
7/31/2013
|
12
|
Trailing 12
|
761,378
|
||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
367,350
|
|||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
793,064
|
451,983
|
341,081
|
7/31/2013
|
12
|
Trailing 12
|
773,607
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
702,882
|
222,479
|
480,403
|
8/28/2013
|
7
|
Year to Date
|
705,109
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
694,961
|
416,527
|
278,434
|
9/30/2013
|
12
|
Trailing 12
|
711,393
|
||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
650,656
|
286,379
|
364,277
|
8/31/2013
|
12
|
Trailing 12
|
621,688
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
603,658
|
273,312
|
330,346
|
9/30/2013
|
11
|
Annualized
|
600,999
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Not Available
|
280,281
|
||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
256,443
|
106,018
|
150,425
|
9/30/2013
|
12
|
Trailing 12
|
363,106
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||
Debt Yield on
|
Underwritten
|
Debt Yield on
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Underwritten
|
Underwritten Net
|
Underwritten Net
|
Replacement /
|
Underwritten
|
Underwritten Net
|
Underwritten NCF
|
Underwritten
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Expenses ($)
|
Operating Income ($)
|
Operating Income (%)
|
FF&E Reserve ($)
|
TI / LC ($)
|
Cash Flow ($)
|
DSCR (x) (4)
|
Net Cash Flow (%)
|
||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
6,239,093
|
8,216,592
|
8.9%
|
95,142
|
475,708
|
7,645,742
|
1.24
|
8.3%
|
||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
3,603,206
|
8,996,398
|
11.3%
|
55,665
|
349,649
|
8,591,084
|
1.69
|
10.8%
|
||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
18,739,813
|
48,435,953
|
8.4%
|
89,767
|
673,253
|
47,672,934
|
1.24
|
8.2%
|
||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
2,305,681
|
4,735,799
|
9.5%
|
10,987
|
201,631
|
4,523,181
|
1.74
|
9.0%
|
||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
12,864,791
|
4,403,668
|
12.6%
|
863,000
|
0
|
3,540,668
|
1.40
|
10.2%
|
||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
713,033
|
2,951,947
|
10.7%
|
20,762
|
83,047
|
2,848,139
|
1.59
|
10.4%
|
||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
670,988
|
2,283,276
|
10.6%
|
36,048
|
95,159
|
2,152,069
|
1.55
|
10.0%
|
||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
1,366,847
|
2,037,779
|
10.8%
|
27,059
|
120,016
|
1,890,703
|
1.58
|
10.0%
|
|||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
857,733
|
1,909,557
|
10.7%
|
27,380
|
60,383
|
1,821,794
|
1.59
|
10.2%
|
||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
950,023
|
2,820,765
|
17.6%
|
11,691
|
0
|
2,809,074
|
3.91
|
17.6%
|
||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
532,517
|
1,534,053
|
10.0%
|
22,209
|
69,030
|
1,442,815
|
1.47
|
9.4%
|
||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
7,122,666
|
2,828,635
|
18.8%
|
497,565
|
0
|
2,331,070
|
1.62
|
15.5%
|
||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
42,066
|
1,360,149
|
9.5%
|
11,435
|
38,118
|
1,310,596
|
1.43
|
9.1%
|
|||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
3,135,054
|
1,777,498
|
12.9%
|
245,628
|
0
|
1,531,871
|
1.52
|
11.2%
|
||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
2,266,327
|
1,454,895
|
11.1%
|
36,071
|
166,018
|
1,252,806
|
2.18
|
9.6%
|
|||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
694,274
|
1,430,319
|
11.2%
|
15,404
|
89,023
|
1,325,892
|
1.50
|
10.4%
|
||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
510,358
|
1,262,193
|
10.1%
|
45,816
|
51,360
|
1,165,018
|
1.45
|
9.3%
|
||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
1,130,783
|
1,325,612
|
11.1%
|
30,180
|
141,312
|
1,154,121
|
1.35
|
9.6%
|
|||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
2,088,673
|
1,565,114
|
13.1%
|
28,408
|
195,098
|
1,341,608
|
2.55
|
11.2%
|
|||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
419,962
|
1,213,377
|
10.7%
|
9,891
|
32,970
|
1,170,516
|
1.57
|
10.3%
|
||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
2,238,148
|
1,272,095
|
11.6%
|
173,774
|
0
|
1,098,321
|
1.55
|
10.0%
|
||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
1,073,278
|
1,598,324
|
15.0%
|
16,775
|
113,233
|
1,468,316
|
2.14
|
13.8%
|
||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
1,729,861
|
1,156,568
|
11.6%
|
24,944
|
137,610
|
994,014
|
2.28
|
10.0%
|
|||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
1,515,946
|
1,229,787
|
12.5%
|
109,829
|
0
|
1,119,958
|
1.52
|
11.4%
|
||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
352,555
|
1,174,984
|
12.3%
|
11,595
|
50,304
|
1,113,084
|
2.27
|
11.7%
|
|||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
551,118
|
993,660
|
10.5%
|
21,137
|
59,915
|
912,608
|
1.45
|
9.6%
|
|||||||||||||
26.01
|
Property
|
2705 South Industrial
|
232,744
|
425,106
|
7,482
|
22,725
|
394,899
|
|||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
198,496
|
318,112
|
9,167
|
22,516
|
286,429
|
|||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
119,878
|
250,442
|
4,487
|
14,675
|
231,280
|
|||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
789,622
|
992,268
|
10.5%
|
62,424
|
0
|
929,844
|
1.51
|
9.8%
|
|||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
549,157
|
993,883
|
10.7%
|
40,666
|
0
|
953,217
|
1.54
|
10.2%
|
||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
408,355
|
870,800
|
9.4%
|
11,834
|
46,555
|
812,412
|
1.33
|
8.8%
|
|||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
352,561
|
981,251
|
10.7%
|
6,865
|
0
|
974,386
|
2.16
|
10.6%
|
|||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
1,316,521
|
1,027,244
|
11.3%
|
101,750
|
0
|
925,494
|
1.65
|
10.2%
|
||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
224,098
|
961,474
|
11.3%
|
12,621
|
53,104
|
895,749
|
1.61
|
10.6%
|
|||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
1,368,410
|
1,005,441
|
11.8%
|
94,954
|
0
|
910,487
|
1.45
|
10.7%
|
||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
534,149
|
757,746
|
9.1%
|
15,927
|
0
|
741,819
|
1.33
|
8.9%
|
|||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
206,098
|
288,748
|
7,175
|
0
|
281,573
|
|||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
167,773
|
268,952
|
4,062
|
0
|
264,890
|
|||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
160,278
|
200,046
|
4,690
|
0
|
195,356
|
|||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
522,438
|
878,787
|
10.7%
|
35,687
|
70,800
|
772,301
|
1.51
|
9.4%
|
||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
359,655
|
850,924
|
10.4%
|
26,397
|
41,889
|
782,638
|
1.48
|
9.5%
|
||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
684,188
|
715,141
|
8.9%
|
42,000
|
0
|
673,141
|
1.29
|
8.4%
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||
Debt Yield on
|
Underwritten
|
Debt Yield on
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Underwritten
|
Underwritten Net
|
Underwritten Net
|
Replacement /
|
Underwritten
|
Underwritten Net
|
Underwritten NCF
|
Underwritten
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Expenses ($)
|
Operating Income ($)
|
Operating Income (%)
|
FF&E Reserve ($)
|
TI / LC ($)
|
Cash Flow ($)
|
DSCR (x) (4)
|
Net Cash Flow (%)
|
||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
579,025
|
789,095
|
9.9%
|
12,793
|
35,931
|
740,370
|
1.44
|
9.3%
|
|||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
448,580
|
823,491
|
10.6%
|
43,890
|
74,060
|
705,541
|
1.39
|
9.1%
|
|||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
465,119
|
711,083
|
9.3%
|
5,621
|
24,570
|
680,892
|
1.30
|
8.9%
|
|||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
225,253
|
637,712
|
8.9%
|
18,865
|
0
|
618,847
|
1.29
|
8.6%
|
||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
619,085
|
868,245
|
12.4%
|
8,961
|
0
|
859,284
|
1.61
|
12.3%
|
||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
333,779
|
769,742
|
11.0%
|
30,185
|
58,048
|
681,509
|
1.46
|
9.8%
|
||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
365,480
|
745,392
|
10.7%
|
11,947
|
0
|
733,445
|
1.56
|
10.5%
|
|||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
262,973
|
615,697
|
9.4%
|
14,135
|
47,117
|
554,445
|
1.32
|
8.5%
|
|||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
534,726
|
663,613
|
10.4%
|
18,147
|
45,568
|
599,898
|
1.41
|
9.4%
|
|||||||||||||
46.01
|
Property
|
710 Avis
|
275,913
|
404,399
|
12,441
|
30,564
|
361,395
|
|||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
258,813
|
259,213
|
5,706
|
15,004
|
238,503
|
|||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
591,874
|
714,504
|
11.5%
|
37,392
|
0
|
677,112
|
1.73
|
10.9%
|
||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
477,346
|
781,935
|
13.2%
|
5,357
|
50,498
|
726,080
|
2.54
|
12.2%
|
|||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
168,382
|
650,840
|
11.6%
|
9,020
|
34,122
|
607,698
|
1.59
|
10.8%
|
||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
260,250
|
557,112
|
10.1%
|
9,620
|
42,000
|
505,492
|
1.41
|
9.2%
|
||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
1,138,150
|
643,146
|
12.4%
|
71,252
|
0
|
571,895
|
1.46
|
11.0%
|
|||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
276,136
|
769,250
|
15.4%
|
43,284
|
66,198
|
659,768
|
1.81
|
13.2%
|
||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
181,196
|
507,786
|
10.6%
|
5,018
|
27,979
|
474,789
|
1.51
|
9.9%
|
|||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
45,079
|
380,732
|
8.0%
|
685
|
0
|
380,047
|
1.50
|
8.0%
|
||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
481,023
|
513,727
|
10.8%
|
13,602
|
38,864
|
461,260
|
1.45
|
9.7%
|
|||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
758,221
|
550,692
|
12.4%
|
46,610
|
0
|
504,082
|
1.75
|
11.4%
|
|||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
356,716
|
404,662
|
9.5%
|
18,500
|
0
|
386,162
|
1.32
|
9.0%
|
|||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
7,347
|
360,003
|
9.3%
|
1,455
|
0
|
358,548
|
1.36
|
9.2%
|
||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
429,405
|
344,202
|
9.1%
|
23,000
|
0
|
321,202
|
1.30
|
8.5%
|
|||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
243,854
|
461,255
|
12.2%
|
13,926
|
35,350
|
411,979
|
1.58
|
10.9%
|
||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
413,861
|
297,532
|
10.3%
|
36,462
|
0
|
261,070
|
1.35
|
9.0%
|
|||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
293,682
|
328,007
|
11.3%
|
10,310
|
39,653
|
278,044
|
1.45
|
9.6%
|
|||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
282,693
|
318,306
|
13.3%
|
2,634
|
17,582
|
298,090
|
1.83
|
12.4%
|
|||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
8,408
|
271,873
|
12.4%
|
2,602
|
13,697
|
255,573
|
1.68
|
11.6%
|
|||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
125,233
|
237,874
|
11.9%
|
1,716
|
14,300
|
221,858
|
1.59
|
11.1%
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
As Stabilized
|
As Stabilized
|
Cut-off Date
|
LTV Ratio
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Appraised Value ($)
|
Appraisal Date
|
Appraised Value ($)
|
Appraisal Date
|
LTV Ratio (%)
|
at Maturity / ARD (%)
|
Occupancy (%) (5)
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
135,000,000
|
7/1/2013
|
145,000,000
|
7/1/2014
|
68.1%
|
59.8%
|
83.6%
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
133,775,000
|
9/10/2013
|
NAP
|
NAP
|
59.7%
|
48.5%
|
97.2%
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
925,000,000
|
7/11/2013
|
NAP
|
NAP
|
62.7%
|
58.0%
|
98.1%
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
110,000,000
|
8/6/2013
|
NAP
|
NAP
|
45.5%
|
45.5%
|
98.7%
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
53,000,000
|
7/24/2013
|
58,200,000
|
8/1/2016
|
65.7%
|
53.7%
|
79.3%
|
|||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
37,480,000
|
8/31/2013
|
37,630,000
|
10/31/2013
|
73.4%
|
61.9%
|
100.0%
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
28,750,000
|
9/10/2013
|
NAP
|
NAP
|
75.0%
|
63.3%
|
92.7%
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
29,000,000
|
9/3/2013
|
NAP
|
NAP
|
65.4%
|
53.5%
|
98.4%
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
23,800,000
|
9/10/2013
|
NAP
|
NAP
|
75.0%
|
63.3%
|
93.3%
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
65,000,000
|
6/1/2013
|
NAP
|
NAP
|
24.6%
|
24.6%
|
100.0%
|
|||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
20,400,000
|
8/28/2013
|
NAP
|
NAP
|
75.0%
|
63.3%
|
99.1%
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
24,300,000
|
5/28/2013
|
27,000,000
|
5/28/2015
|
61.9%
|
27.5%
|
48.7%
|
|||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
21,850,000
|
10/11/2013
|
NAP
|
NAP
|
65.8%
|
54.0%
|
100.0%
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
20,100,000
|
9/5/2013
|
24,000,000
|
10/1/2016
|
68.3%
|
43.6%
|
69.1%
|
|||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
19,200,000
|
8/15/2013
|
NAP
|
NAP
|
68.2%
|
68.2%
|
97.1%
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
20,800,000
|
8/8/2013
|
21,050,000
|
2/8/2014
|
61.2%
|
50.8%
|
83.9%
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
17,050,000
|
9/14/2013
|
NAP
|
NAP
|
73.2%
|
60.2%
|
100.0%
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
15,900,000
|
9/10/2013
|
NAP
|
NAP
|
75.4%
|
70.5%
|
89.7%
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
18,200,000
|
8/15/2013
|
NAP
|
NAP
|
65.8%
|
65.8%
|
88.6%
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
16,500,000
|
9/5/2013
|
NAP
|
NAP
|
68.8%
|
59.8%
|
97.6%
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
15,400,000
|
9/11/2013
|
16,600,000
|
10/1/2015
|
71.4%
|
55.9%
|
72.0%
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
18,500,000
|
8/2/2013
|
NAP
|
NAP
|
57.4%
|
48.5%
|
95.3%
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
15,700,000
|
8/15/2013
|
NAP
|
NAP
|
63.4%
|
63.4%
|
96.8%
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
14,370,000
|
8/7/2013
|
NAP
|
NAP
|
68.4%
|
52.4%
|
73.0%
|
|||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
17,650,000
|
8/8/2013
|
NAP
|
NAP
|
54.0%
|
54.0%
|
98.0%
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
13,400,000
|
9/17/2013
|
NAP
|
NAP
|
70.8%
|
58.8%
|
95.4%
|
||||||||||||
26.01
|
Property
|
2705 South Industrial
|
5,900,000
|
9/17/2013
|
NAP
|
NAP
|
100.0%
|
|||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
4,300,000
|
9/17/2013
|
NAP
|
NAP
|
87.7%
|
|||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
3,200,000
|
9/17/2013
|
NAP
|
NAP
|
100.0%
|
|||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
14,200,000
|
7/18/2013
|
NAP
|
NAP
|
66.8%
|
55.1%
|
95.6%
|
||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
13,100,000
|
7/17/2013
|
NAP
|
NAP
|
71.0%
|
60.4%
|
93.9%
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
12,950,000
|
8/8/2013
|
NAP
|
NAP
|
71.6%
|
62.2%
|
96.5%
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
18,500,000
|
9/10/2013
|
NAP
|
NAP
|
49.7%
|
49.7%
|
97.6%
|
||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
11,000,000
|
9/13/2013
|
13,900,000
|
3/13/2015
|
74.5%
|
62.3%
|
96.1%
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
12,300,000
|
8/28/2013
|
NAP
|
NAP
|
69.0%
|
57.1%
|
86.0%
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
13,000,000
|
9/1/2013
|
14,000,000
|
9/1/2015
|
65.3%
|
46.3%
|
69.0%
|
|||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
11,400,000
|
8/28/2013
|
NAP
|
NAP
|
72.7%
|
60.6%
|
82.6%
|
||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
4,350,000
|
8/28/2013
|
NAP
|
NAP
|
81.2%
|
|||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
3,950,000
|
8/28/2013
|
NAP
|
NAP
|
83.3%
|
|||||||||||||||
34.03
|
Property
|
500 Cone Road
|
3,100,000
|
8/28/2013
|
NAP
|
NAP
|
83.9%
|
|||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
11,025,000
|
5/20/2013
|
NAP
|
NAP
|
74.8%
|
71.3%
|
81.4%
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
11,500,000
|
9/9/2013
|
NAP
|
NAP
|
71.3%
|
60.2%
|
99.2%
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
10,600,000
|
9/18/2013
|
NAP
|
NAP
|
75.5%
|
68.4%
|
93.5%
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
As Stabilized
|
As Stabilized
|
Cut-off Date
|
LTV Ratio
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Appraised Value ($)
|
Appraisal Date
|
Appraised Value ($)
|
Appraisal Date
|
LTV Ratio (%)
|
at Maturity / ARD (%)
|
Occupancy (%) (5)
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
10,600,000
|
9/17/2013
|
NAP
|
NAP
|
75.5%
|
65.2%
|
95.5%
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
10,400,000
|
8/22/2013
|
NAP
|
NAP
|
74.9%
|
61.8%
|
84.4%
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
10,440,000
|
7/26/2013
|
NAP
|
NAP
|
73.6%
|
61.6%
|
91.6%
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
10,050,000
|
6/20/2013
|
NAP
|
NAP
|
71.4%
|
59.4%
|
100.0%
|
|||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
9,750,000
|
9/13/2013
|
NAP
|
NAP
|
71.7%
|
51.6%
|
100.0%
|
|||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
9,400,000
|
8/20/2013
|
NAP
|
NAP
|
74.3%
|
61.8%
|
89.8%
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
10,400,000
|
8/2/2013
|
NAP
|
NAP
|
67.1%
|
56.0%
|
97.0%
|
||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
9,100,000
|
9/23/2013
|
NAP
|
NAP
|
71.9%
|
59.1%
|
100.0%
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
9,500,000
|
9/17/2013
|
NAP
|
NAP
|
67.3%
|
55.8%
|
85.3%
|
||||||||||||
46.01
|
Property
|
710 Avis
|
5,400,000
|
9/17/2013
|
NAP
|
NAP
|
83.1%
|
|||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
4,100,000
|
9/17/2013
|
NAP
|
NAP
|
89.7%
|
|||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
8,400,000
|
8/14/2013
|
NAP
|
NAP
|
74.0%
|
68.1%
|
95.7%
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
10,800,000
|
9/6/2013
|
NAP
|
NAP
|
55.0%
|
55.0%
|
100.0%
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
8,450,000
|
8/12/2013
|
8,650,000
|
8/12/2014
|
66.5%
|
54.3%
|
100.0%
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
7,370,000
|
8/23/2013
|
7,500,000
|
9/1/2014
|
74.5%
|
60.5%
|
88.3%
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
9,700,000
|
8/21/2013
|
NAP
|
NAP
|
53.5%
|
41.2%
|
76.2%
|
||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
7,200,000
|
6/17/2013
|
NAP
|
NAP
|
69.4%
|
56.3%
|
97.0%
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
6,530,000
|
6/28/2013
|
NAP
|
NAP
|
73.3%
|
60.8%
|
90.7%
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
7,500,000
|
5/31/2013
|
NAP
|
NAP
|
63.3%
|
63.3%
|
100.0%
|
|||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
7,600,000
|
8/14/2013
|
NAP
|
NAP
|
62.4%
|
51.9%
|
94.7%
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
6,900,000
|
9/10/2013
|
NAP
|
NAP
|
64.3%
|
53.1%
|
95.8%
|
||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
5,850,000
|
8/13/2013
|
NAP
|
NAP
|
73.0%
|
61.2%
|
95.9%
|
||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
5,400,000
|
5/14/2013
|
6,450,000
|
8/14/2013
|
72.0%
|
50.3%
|
100.0%
|
|||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
5,100,000
|
8/26/2013
|
NAP
|
NAP
|
74.5%
|
66.0%
|
94.6%
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
5,100,000
|
8/15/2013
|
NAP
|
NAP
|
74.4%
|
69.3%
|
97.3%
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
3,890,000
|
8/6/2013
|
NAP
|
NAP
|
74.5%
|
61.8%
|
96.6%
|
||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
4,150,000
|
6/14/2013
|
NAP
|
NAP
|
69.7%
|
57.9%
|
93.6%
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
4,130,000
|
9/25/2013
|
NAP
|
NAP
|
58.0%
|
48.5%
|
92.4%
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
3,680,000
|
8/26/2013
|
NAP
|
NAP
|
59.7%
|
50.1%
|
100.0%
|
||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
3,325,000
|
9/6/2013
|
NAP
|
NAP
|
60.1%
|
50.6%
|
100.0%
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Largest Tenant
|
Largest Tenant
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Occupancy Date
|
ADR ($)
|
RevPAR ($)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
9/1/2013
|
NAP
|
NAP
|
Ernst & Young
|
139,150
|
11/30/2023
|
||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
9/1/2013
|
NAP
|
NAP
|
Saks Fifth Avenue Off Fifth
|
24,807
|
7/31/2023
|
||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
7/3/2013
|
NAP
|
NAP
|
V Theater
|
30,883
|
12/31/2018
|
||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
6/30/2013
|
NAP
|
NAP
|
Bulgari
|
16,188
|
1/15/2025
|
||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
7/31/2013
|
124.07
|
98.38
|
NAP
|
||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
9/12/2013
|
NAP
|
NAP
|
Lowes Home Centers Inc. (Ground Lease)
|
115,000
|
3/30/2024
|
||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
9/18/2013
|
NAP
|
NAP
|
Conn's Inc.
|
45,900
|
12/31/2024
|
||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
9/1/2013
|
NAP
|
NAP
|
Regal Cinemas
|
60,472
|
6/30/2015
|
|||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
9/18/2013
|
NAP
|
NAP
|
Raley's
|
60,114
|
9/30/2017
|
||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
9/1/2013
|
NAP
|
NAP
|
FIAF
|
55,257
|
3/31/2035
|
||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
9/18/2013
|
NAP
|
NAP
|
Kroger
|
49,319
|
4/30/2016
|
||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
9/30/2013
|
101.29
|
49.29
|
NAP
|
||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
12/6/2013
|
NAP
|
NAP
|
Mariano's Fresh Market
|
76,236
|
6/30/2033
|
|||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
6/30/2013
|
122.25
|
84.46
|
NAP
|
||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
8/2/2013
|
NAP
|
NAP
|
Rosenberg Fortuna & Laitman
|
8,075
|
4/30/2018
|
|||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
8/13/2013
|
NAP
|
NAP
|
Jumbo Buffet
|
6,440
|
2/28/2023
|
||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
9/18/2013
|
NAP
|
NAP
|
Premier Furniture Gallery
|
100,000
|
1/31/2019
|
||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
10/1/2013
|
NAP
|
NAP
|
JM Waller & Associates
|
9,008
|
2/28/2019
|
|||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
8/2/2013
|
NAP
|
NAP
|
Centris Group LLC
|
9,923
|
12/31/2016
|
|||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
9/10/2013
|
NAP
|
NAP
|
Food Lion
|
38,000
|
3/1/2021
|
||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
8/31/2013
|
122.42
|
88.18
|
NAP
|
||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
8/26/2013
|
NAP
|
NAP
|
Philosofurs
|
8,774
|
1/2/2018
|
||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
8/2/2013
|
NAP
|
NAP
|
Safe Banking Systems Software
|
8,266
|
2/28/2019
|
|||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
8/31/2013
|
93.88
|
68.54
|
NAP
|
||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
7/9/2013
|
NAP
|
NAP
|
Bi-Lo
|
47,000
|
6/30/2020
|
|||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
NAP
|
NAP
|
|||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
12/6/2013
|
NAP
|
NAP
|
The Regents of the U of M
|
37,875
|
5/31/2021
|
||||||||||||
26.02
|
Property
|
2725 South Industrial
|
10/16/2013
|
NAP
|
NAP
|
Media Span
|
17,663
|
12/31/2015
|
||||||||||||
26.03
|
Property
|
2805 South Industrial
|
10/16/2013
|
NAP
|
NAP
|
Great Lakes Commission
|
7,777
|
12/31/2017
|
||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
6/30/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
8/31/2013
|
NAP
|
NAP
|
NAP
|
||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
8/3/2013
|
NAP
|
NAP
|
Bi-Lo
|
63,241
|
11/6/2027
|
|||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
8/31/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
9/9/2013
|
NAP
|
NAP
|
NAP
|
||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
10/15/2013
|
NAP
|
NAP
|
Tuesday Morning
|
10,790
|
7/15/2015
|
|||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
8/31/2013
|
104.42
|
72.08
|
NAP
|
||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
NAP
|
NAP
|
|||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
6/30/2013
|
NAP
|
NAP
|
NAP
|
||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
6/30/2013
|
NAP
|
NAP
|
NAP
|
||||||||||||||
34.03
|
Property
|
500 Cone Road
|
6/30/2013
|
NAP
|
NAP
|
NAP
|
||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
9/23/2013
|
NAP
|
NAP
|
Food Lion
|
40,035
|
5/31/2025
|
||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
9/18/2013
|
NAP
|
NAP
|
Hibachi Sushi Supreme Buffet
|
22,840
|
5/31/2022
|
||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
9/19/2013
|
NAP
|
NAP
|
NAP
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Largest Tenant
|
Largest Tenant
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Occupancy Date
|
ADR ($)
|
RevPAR ($)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
9/17/2013
|
NAP
|
NAP
|
Staten Island University Hospital
|
18,461
|
10/31/2022
|
|||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
10/1/2013
|
NAP
|
NAP
|
HH Gregg Appliances, Inc.
|
25,000
|
9/30/2020
|
|||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
9/5/2013
|
NAP
|
NAP
|
Village Center Liquor
|
5,046
|
12/31/2015
|
|||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
8/21/2013
|
NAP
|
NAP
|
Plaza Azteca Granby St, Inc
|
6,000
|
7/31/2016
|
||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
12/6/2013
|
NAP
|
NAP
|
Market Strategies International
|
59,742
|
7/31/2023
|
||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
7/1/2013
|
NAP
|
NAP
|
Winn Dixie
|
50,068
|
6/11/2018
|
||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
7/31/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
9/11/2013
|
NAP
|
NAP
|
Albertsons (GL)
|
34,113
|
12/31/2018
|
|||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
NAP
|
NAP
|
|||||||||||||||
46.01
|
Property
|
710 Avis
|
10/1/2013
|
NAP
|
NAP
|
Tetra Tech
|
39,331
|
12/31/2017
|
||||||||||||
46.02
|
Property
|
Liberty Plaza
|
10/1/2013
|
NAP
|
NAP
|
Hook Studios, LLC
|
4,869
|
3/31/2016
|
||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
7/25/2013
|
NAP
|
NAP
|
JMP Radio Group, LLC
|
15,400
|
2/28/2015
|
||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
6/30/2013
|
NAP
|
NAP
|
Verizon
|
4,200
|
8/2/2016
|
|||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
8/31/2013
|
NAP
|
NAP
|
Ulta Salon, Cosm & Frag, I
|
10,014
|
3/31/2019
|
||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
10/10/2013
|
NAP
|
NAP
|
Food Lion
|
37,961
|
9/17/2023
|
||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
8/31/2013
|
124.13
|
95.55
|
NAP
|
|||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
6/11/2013
|
NAP
|
NAP
|
Gold's Gym
|
42,112
|
9/30/2021
|
||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
7/1/2013
|
NAP
|
NAP
|
Seniors 2000
|
4,336
|
1/31/2016
|
|||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
12/6/2013
|
NAP
|
NAP
|
TD Bank
|
3,426
|
7/31/2028
|
||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
3/8/2013
|
NAP
|
NAP
|
Affiliated Management
|
7,050
|
2/28/2019
|
|||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
9/11/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
8/22/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
12/6/2013
|
NAP
|
NAP
|
Walgreens
|
14,550
|
12/31/2038
|
||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
8/7/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
8/31/2013
|
NAP
|
NAP
|
Palmetto Therapy, Inc.
|
15,700
|
12/31/2015
|
||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
9/5/2013
|
NAP
|
NAP
|
NAP
|
|||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
9/1/2013
|
NAP
|
NAP
|
Odyssey Healthcare
|
10,523
|
4/30/2019
|
|||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
9/30/2013
|
NAP
|
NAP
|
Kiddie Academy
|
10,000
|
4/30/2023
|
|||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
12/5/2013
|
NAP
|
NAP
|
Office Depot
|
13,697
|
1/31/2024
|
|||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
8/31/2013
|
NAP
|
NAP
|
Comcast of Macomb
|
3,704
|
4/30/2018
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Second
|
Second
|
Third
|
Third
|
|||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Second
|
Largest Tenant
|
Largest Tenant
|
Third
|
Largest Tenant
|
Largest Tenant
|
Fourth
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
Tucker Ellis and West
|
108,704
|
5/31/2025
|
OM Group, Inc.
|
27,694
|
7/1/2026
|
Wells Fargo
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
Nike
|
13,692
|
1/31/2019
|
Love Culture
|
10,007
|
7/31/2023
|
Columbia Sportswear
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
Saxe Theater
|
22,398
|
6/30/2020
|
GAP/GAP Kids/Baby GAP
|
20,872
|
8/31/2015
|
Planet Hollywood
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
Richey International LTD
|
4,895
|
9/30/2017
|
Handlery Hotels Inc
|
4,885
|
11/30/2015
|
Vera Wang Bridal House
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
Conn's Inc.
|
60,637
|
1/31/2024
|
Petsmart
|
19,682
|
8/31/2015
|
Cost Plus Inc. World Market
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
Sam Ash Music
|
34,700
|
1/31/2019
|
TJ Maxx
|
30,000
|
1/31/2015
|
Rivergate Fitness
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
The Gap, Inc.
|
9,209
|
5/31/2018
|
Altairia Corporation
|
8,300
|
1/31/2014
|
Anthony's Restaurant (GL)
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
24 Hour Fitness
|
22,000
|
7/31/2023
|
Satellite Healthcare, Inc.
|
11,987
|
11/30/2023
|
Aaron's
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
Le Bilboquet
|
3,196
|
5/31/2027
|
NAP
|
NAP
|
|||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
TJ Maxx
|
33,845
|
1/31/2022
|
Dollar Tree
|
7,200
|
3/31/2019
|
West Virginia Laser Eye Center
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
Quadrino & Schwartz P.C.
|
7,385
|
6/30/2015
|
Schneider Mitola LLP
|
6,160
|
11/30/2019
|
Amato & Associates
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
Bank United
|
6,408
|
11/30/2014
|
Family Christian
|
5,806
|
2/29/2016
|
Specialty Lighting
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
Fitness Evolution
|
19,500
|
7/31/2025
|
Costco Tire Center
|
12,000
|
6/30/2018
|
Sizzler
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
Cherokee Nation Technology
|
6,471
|
4/30/2016
|
Datasearch, Inc.
|
6,266
|
9/30/2015
|
Hallmark/Encompass Home Health
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
Brinster & Bergman
|
7,020
|
1/31/2019
|
MBI Associates Inc.
|
5,830
|
1/31/2017
|
Junction Abstract Inc.
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
Home Team Grill
|
4,200
|
10/22/2022
|
Rico's Mexican Grill
|
2,500
|
7/31/2018
|
Chen's Chinese Restaurant
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
Children's Healthcare Associates, P.C.
|
6,717
|
7/31/2018
|
Corepower Yoga
|
6,285
|
10/17/2020
|
Rush - Child and Family Connections
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
Nicolini & Paradise
|
7,781
|
12/31/2016
|
Havkins, Rosenfeld, Ritzert & Varriale, LLP
|
6,365
|
11/30/2020
|
Levine & Grossman
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
Rite Aid
|
10,908
|
9/11/2020
|
Five Guys Burgers and Fries
|
2,500
|
8/31/2015
|
Ultra Tan
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
|||||||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
Services Corporation
|
10,025
|
12/31/2018
|
The Regents of the U and M
|
5,220
|
4/30/2017
|
NAP
|
|||||||||||||
26.03
|
Property
|
2805 South Industrial
|
City of Ann Arbor - CTN
|
7,735
|
8/31/2018
|
Michigan Education Association
|
5,946
|
3/31/2016
|
Waters Technologies Corp.
|
|||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
The Cato Corporation
|
5,600
|
1/31/2018
|
Sally Beauty Supply
|
1,600
|
1/31/2018
|
Air Wireless, LLC
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
Ace Hardware
|
10,304
|
12/31/2019
|
Estate Resale
|
5,659
|
4/30/2014
|
WWWF, LLC
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
|||||||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
Ace Hardware
|
13,229
|
3/31/2018
|
Cinema IV
|
10,020
|
9/30/2025
|
Watermark Restaurant
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
Super Shoe
|
19,422
|
4/30/2016
|
Aldi
|
16,277
|
8/31/2019
|
Equipped For Life
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
NAP
|
NAP
|
NAP
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Second
|
Second
|
Third
|
Third
|
|||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Second
|
Largest Tenant
|
Largest Tenant
|
Third
|
Largest Tenant
|
Largest Tenant
|
Fourth
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
Empire State College (State University Of NY)
|
8,435
|
9/30/2016
|
Inam-Ul Haq, MD
|
4,305
|
6/30/2014
|
Research Partners Of Staten Island
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
Discount Auto Parts
|
10,739
|
5/31/2021
|
Dollar Tree Stores
|
8,450
|
7/31/2018
|
Chartwell/Prime Time
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
Orange Theory Fitness
|
2,948
|
1/31/2017
|
Elizabeth A. Dunklerberger, DDS PC
|
1,805
|
1/31/2018
|
Wingstop
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
Nana 2010, Inc.
|
2,550
|
4/30/2015
|
NAP
|
NAP
|
|||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
Family Dollar
|
10,700
|
12/31/2015
|
Goodwill
|
9,600
|
10/31/2015
|
Rent-A-Center
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
Planet Fitness
|
23,584
|
3/31/2021
|
Big Lots
|
20,600
|
10/31/2018
|
Ace Hardware
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
|||||||||||||||||||
46.01
|
Property
|
710 Avis
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
What Crepe
|
3,701
|
8/31/2017
|
Afternoon Delight
|
3,659
|
12/31/2017
|
Structural Design, Inc.
|
|||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
Bitwise Communications, Inc.
|
4,750
|
MTM
|
Prairie State Legal Services
|
3,457
|
MTM
|
Moos, Schmitt & O'Brien
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
Men's Wearhouse
|
4,000
|
7/31/2017
|
Catherine's
|
4,000
|
9/30/2017
|
McAllisters Deli
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
David's Bridal, Inc
|
8,000
|
10/31/2016
|
Dress Barn
|
7,500
|
12/31/2018
|
Shoe Carnival, Inc
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
Slate Employees Credit Union
|
4,975
|
9/30/2017
|
Vinnie's Pizzeria
|
4,000
|
3/31/2019
|
Taekwondo & Hapkido
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
Mizu Supermarket
|
13,500
|
2/28/2019
|
Outback Steakhouse
|
6,300
|
4/30/2016
|
Greenberg Dental
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
Foot Locker
|
3,325
|
5/31/2017
|
Planned Parenthood
|
3,001
|
2/28/2018
|
1.99 Cleaners
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
LRF Slater & Company
|
6,095
|
3/31/2015
|
Valuation Research Group
|
5,287
|
10/31/2015
|
Academy for Applied & Clinical
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
NAP
|
NAP
|
NAP
|
|||||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
Santa Fe Café
|
5,184
|
1/31/2017
|
Fidelity Brokerage Services
|
4,265
|
8/31/2020
|
Plantation Gallery
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
OSU Internal Medicine
|
7,953
|
12/31/2020
|
Medalist Management
|
6,510
|
8/31/2018
|
Alterra Real Estate
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
Surabhi Supermarket
|
2,033
|
3/31/2015
|
Game Stop
|
1,450
|
2/28/2017
|
Sport Clips
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
NAP
|
NAP
|
NAP
|
||||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
Potbelly Sandwich Works
|
2,400
|
5/31/2020
|
Five Guys Burgers and Fries
|
2,200
|
5/31/2022
|
Headquarters Haircuts for Men
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Fourth
|
Fourth
|
Fifth
|
Fifth
|
Environmental
|
Environmental
|
|||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Largest Tenant
|
Largest Tenant
|
Fifth
|
Largest Tenant
|
Largest Tenant
|
Phase I
|
Environmental
|
Phase II
|
Engineering
|
|||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Report Date
|
Phase II
|
Report Date
|
Report Date
|
|||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
26,324
|
1/31/2026
|
Porter Wright
|
20,609
|
6/30/2023
|
3/25/2013
|
No
|
NAP
|
7/8/2013
|
|||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
7,995
|
1/31/2024
|
Brooks Brothers
|
7,484
|
7/31/2023
|
10/2/2013
|
No
|
NAP
|
9/26/2013
|
|||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
19,647
|
7/31/2025
|
Cheeseburger Las Vegas
|
15,940
|
10/31/2016
|
7/18/2013
|
No
|
NAP
|
7/17/2013
|
|||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
4,877
|
6/30/2022
|
Union Square Investment Co.
|
4,850
|
8/31/2017
|
9/5/2013
|
No
|
NAP
|
9/5/2013
|
|||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
NAP
|
8/7/2013
|
No
|
NAP
|
8/7/2013
|
|||||||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
18,230
|
1/31/2016
|
Pier 1 Imports
|
10,815
|
5/31/2015
|
9/3/2013
|
No
|
NAP
|
9/5/2013
|
|||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
23,925
|
4/30/2015
|
Golf & Sports Center, Inc.
|
14,972
|
1/31/2014
|
9/17/2013
|
No
|
NAP
|
9/17/2013
|
|||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
7,100
|
3/31/2015
|
Banana Republic
|
7,013
|
5/31/2018
|
9/10/2013
|
No
|
NAP
|
9/9/2013
|
||||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
11,200
|
1/31/2018
|
Hair Love Beauty Supply
|
7,200
|
11/30/2016
|
9/17/2013
|
No
|
NAP
|
9/17/2013
|
|||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
NAP
|
8/2/2013
|
No
|
NAP
|
6/14/2013
|
|||||||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
6,230
|
1/31/2014
|
Mattress Warehouse
|
5,972
|
7/31/2018
|
9/17/2013
|
No
|
NAP
|
9/17/2013
|
|||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
NAP
|
5/29/2013
|
No
|
NAP
|
6/3/2013
|
|||||||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
NAP
|
6/17/2013
|
No
|
NAP
|
6/26/2013
|
||||||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
NAP
|
9/16/2013
|
No
|
NAP
|
9/16/2013
|
|||||||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
6,025
|
12/31/2018
|
Barket Legal Services, P.C. ST
|
5,932
|
7/31/2019
|
8/20/2013
|
No
|
NAP
|
8/26/2013
|
||||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
3,600
|
1/31/2016
|
Sherwin Williams
|
3,240
|
10/31/2023
|
8/13/2013
|
No
|
NAP
|
8/13/2013
|
|||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
7,150
|
2/29/2028
|
Jiffy Lube
|
5,200
|
6/30/2015
|
9/17/2013
|
No
|
NAP
|
9/17/2013
|
|||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
5,655
|
4/30/2014
|
Texas Community Bank N.A.
|
4,696
|
4/30/2015
|
9/20/2013
|
No
|
NAP
|
4/22/2013
|
||||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
4,886
|
6/30/2017
|
Kofler, Leveinstein, Romanotto and Co.
|
4,785
|
5/31/2015
|
8/19/2013
|
Yes
|
9/24/2013
|
8/23/2013
|
||||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
2,400
|
4/30/2016
|
Nonna's Pizzeria
|
2,028
|
6/30/2016
|
8/27/2013
|
No
|
NAP
|
8/27/2013
|
|||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
NAP
|
9/24/2013
|
No
|
NAP
|
9/24/2013
|
|||||||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
5,567
|
7/31/2014
|
Northstar Medical Center
|
4,938
|
7/31/2017
|
10/11/2013
|
No
|
NAP
|
8/14/2013
|
|||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
6,073
|
8/31/2015
|
Schroder & Strom, LLP
|
5,654
|
4/30/2018
|
8/20/2013
|
No
|
NAP
|
8/26/2013
|
||||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
NAP
|
8/21/2013
|
No
|
NAP
|
8/21/2013
|
|||||||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
2,380
|
8/31/2018
|
Firehouse Subs
|
1,850
|
1/31/2018
|
8/22/2013
|
No
|
NAP
|
8/22/2013
|
||||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
|||||||||||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
NAP
|
9/24/2013
|
No
|
NAP
|
9/23/2013
|
|||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
NAP
|
9/24/2013
|
No
|
NAP
|
9/23/2013
|
|||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
3,000
|
11/30/2015
|
NAP
|
9/24/2013
|
No
|
NAP
|
9/23/2013
|
|||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
NAP
|
6/20/2013
|
No
|
NAP
|
6/15/2013
|
||||||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
NAP
|
7/18/2013
|
No
|
NAP
|
7/18/2013
|
|||||||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
1,200
|
1/14/2014
|
Americash Loans
|
1,200
|
12/31/2017
|
7/16/2013
|
No
|
NAP
|
7/16/2013
|
||||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
NAP
|
9/11/2013
|
No
|
NAP
|
9/19/2013
|
||||||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
NAP
|
9/27/2013
|
No
|
NAP
|
9/18/2013
|
|||||||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
4,433
|
9/30/2016
|
Penny-Wise Thrift Shop
|
4,348
|
MTM
|
8/29/2013
|
Yes
|
10/8/2013
|
8/29/2013
|
||||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
NAP
|
9/9/2013
|
No
|
NAP
|
9/9/2013
|
|||||||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
|||||||||||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
NAP
|
9/11/2013
|
No
|
NAP
|
9/11/2013
|
|||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
NAP
|
9/11/2013
|
No
|
NAP
|
9/11/2013
|
|||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
NAP
|
9/11/2013
|
No
|
NAP
|
9/11/2013
|
|||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
8,925
|
1/31/2015
|
Dollar Tree
|
8,735
|
7/31/2014
|
5/24/2013
|
No
|
NAP
|
5/22/2013
|
|||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
13,687
|
7/31/2017
|
Wonder Book & Video
|
10,300
|
11/30/2016
|
9/17/2013
|
No
|
NAP
|
9/17/2013
|
|||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
NAP
|
9/18/2013
|
No
|
NAP
|
9/16/2013
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||||||
Fourth
|
Fourth
|
Fifth
|
Fifth
|
Environmental
|
Environmental
|
|||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Largest Tenant
|
Largest Tenant
|
Fifth
|
Largest Tenant
|
Largest Tenant
|
Phase I
|
Environmental
|
Phase II
|
Engineering
|
|||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Report Date
|
Phase II
|
Report Date
|
Report Date
|
|||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
3,619
|
7/31/2018
|
Seaview Medical Anesthesia Group
|
1,346
|
9/30/2014
|
9/25/2013
|
No
|
NAP
|
9/25/2013
|
||||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
8,000
|
1/30/2015
|
Kingdom Buffet
|
6,500
|
4/30/2016
|
9/9/2013
|
No
|
NAP
|
9/10/2013
|
||||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
1,751
|
2/28/2015
|
Firehouse Subs
|
1,727
|
1/31/2020
|
8/8/2013
|
No
|
NAP
|
8/8/2013
|
||||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
NAP
|
8/26/2013
|
No
|
NAP
|
7/2/2013
|
|||||||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
NAP
|
9/16/2013
|
No
|
NAP
|
9/16/2013
|
|||||||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
6,000
|
12/31/2014
|
Browns Billiards
|
4,200
|
10/31/2015
|
8/22/2013
|
No
|
NAP
|
8/22/2013
|
|||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
NAP
|
9/5/2013
|
No
|
NAP
|
8/15/2013
|
||||||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
15,936
|
10/31/2018
|
NAP
|
8/22/2013
|
No
|
NAP
|
9/23/2013
|
||||||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
|||||||||||||||||||||||
46.01
|
Property
|
710 Avis
|
NAP
|
9/23/2013
|
No
|
NAP
|
9/23/2013
|
|||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
2,650
|
11/30/2020
|
Ann Arbor Magic Shop
|
1,603
|
9/30/2014
|
9/23/2013
|
No
|
NAP
|
9/23/2013
|
|||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
1,940
|
MTM
|
K2 Benefits
|
1,900
|
10/31/2014
|
8/19/2013
|
No
|
NAP
|
8/19/2013
|
|||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
3,800
|
10/31/2017
|
Pei Wei
|
3,180
|
5/31/2017
|
9/3/2013
|
No
|
NAP
|
8/22/2013
|
||||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
7,200
|
7/31/2018
|
Lane Bryant
|
4,840
|
1/31/2014
|
10/14/2013
|
No
|
NAP
|
8/14/2013
|
|||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
2,500
|
12/31/2020
|
Zhang Garden
|
1,475
|
3/31/2019
|
9/16/2013
|
No
|
NAP
|
9/16/2013
|
|||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
NAP
|
9/5/2013
|
No
|
NAP
|
9/6/2013
|
||||||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
3,600
|
2/28/2021
|
Select Medical/Healthsouth
|
3,550
|
4/30/2016
|
6/19/2013
|
No
|
NAP
|
6/21/2013
|
|||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
2,600
|
8/31/2014
|
Trinity Vision
|
2,200
|
12/31/2017
|
7/3/2013
|
No
|
NAP
|
7/3/2013
|
||||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
NAP
|
6/14/2013
|
No
|
NAP
|
6/7/2013
|
|||||||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
5,241
|
6/30/2020
|
Sovereign Bank
|
4,578
|
1/31/2017
|
8/26/2013
|
No
|
NAP
|
8/23/2013
|
||||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
NAP
|
9/12/2013
|
No
|
NAP
|
9/12/2013
|
||||||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
NAP
|
8/13/2013
|
No
|
NAP
|
8/13/2013
|
||||||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
NAP
|
5/30/2013
|
No
|
NAP
|
5/30/2013
|
|||||||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
NAP
|
9/3/2013
|
No
|
NAP
|
9/3/2013
|
||||||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
4,156
|
8/31/2023
|
Ruan Thai Cuisine, LLC
|
3,400
|
12/31/2015
|
10/15/2013
|
No
|
NAP
|
8/22/2013
|
|||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
NAP
|
8/15/2013
|
No
|
NAP
|
8/16/2013
|
||||||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
4,525
|
8/31/2016
|
BHM Insurance
|
2,386
|
7/31/2016
|
5/29/2013
|
No
|
NAP
|
5/24/2013
|
||||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
1,395
|
10/31/2015
|
Jimmy John's
|
1,350
|
3/31/2018
|
10/3/2013
|
No
|
NAP
|
10/3/2013
|
||||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
NAP
|
9/4/2013
|
No
|
NAP
|
9/4/2013
|
||||||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
1,848
|
6/30/2018
|
Just Baked Shop
|
1,200
|
7/31/2018
|
9/10/2013
|
No
|
NAP
|
9/10/2013
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Earthquake
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Seismic
|
Insurance
|
Upfront RE
|
Ongoing RE
|
Upfront
|
Ongoing
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Report Date
|
PML or SEL (%)
|
Required
|
Tax Reserve ($)
|
Tax Reserve ($)
|
Insurance Reserve ($)
|
Insurance Reserve ($)
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
NAP
|
NAP
|
No
|
257,917
|
257,917
|
23,335
|
0
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
NAP
|
NAP
|
No
|
0
|
15,033
|
0
|
0
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
NAP
|
NAP
|
No
|
508,750
|
169,583
|
0
|
0
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
9/5/2013
|
13%
|
No
|
301,780
|
50,297
|
0
|
0
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
NAP
|
NAP
|
No
|
0
|
39,839
|
0
|
0
|
|||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
NAP
|
NAP
|
No
|
327,948
|
24,396
|
28,753
|
2,875
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
NAP
|
NAP
|
No
|
250,978
|
25,098
|
16,877
|
1,875
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
9/9/2013
|
4%
|
No
|
0
|
0
|
0
|
0
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
9/17/2013
|
16%
|
No
|
56,403
|
14,101
|
39,453
|
4,384
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
NAP
|
NAP
|
No
|
11,200
|
3,733
|
66,000
|
11,000
|
|||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
NAP
|
NAP
|
No
|
68,167
|
22,722
|
17,938
|
1,993
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
NAP
|
NAP
|
No
|
319,678
|
26,640
|
120,170
|
13,374
|
|||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
NAP
|
NAP
|
No
|
0
|
0
|
0
|
0
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
NAP
|
NAP
|
No
|
0
|
0
|
0
|
0
|
|||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
NAP
|
NAP
|
No
|
171,926
|
85,963
|
0
|
0
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
NAP
|
NAP
|
No
|
235,641
|
21,422
|
28,501
|
5,700
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
9/17/2013
|
10%
|
No
|
21,283
|
10,641
|
18,241
|
2,027
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
NAP
|
NAP
|
No
|
0
|
26,331
|
14,923
|
1,148
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
NAP
|
NAP
|
No
|
163,809
|
81,905
|
0
|
0
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
NAP
|
NAP
|
No
|
0
|
9,916
|
0
|
0
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
NAP
|
NAP
|
No
|
167,416
|
13,951
|
30,650
|
3,831
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
NAP
|
NAP
|
No
|
99,000
|
24,750
|
18,387
|
2,627
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
NAP
|
NAP
|
No
|
137,953
|
68,976
|
0
|
0
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
NAP
|
NAP
|
No
|
11,566
|
5,783
|
10,474
|
1,562
|
|||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
NAP
|
NAP
|
No
|
28,450
|
2,586
|
0
|
0
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
No
|
144,949
|
24,158
|
2,358
|
472
|
||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
NAP
|
NAP
|
No
|
|||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
NAP
|
NAP
|
No
|
|||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
NAP
|
NAP
|
No
|
|||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
NAP
|
NAP
|
No
|
124,000
|
15,500
|
82,919
|
9,443
|
||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
NAP
|
NAP
|
No
|
26,319
|
8,773
|
13,948
|
4,662
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
NAP
|
NAP
|
No
|
133,383
|
14,820
|
0
|
0
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
9/20/2013
|
11%
|
No
|
33,644
|
5,607
|
0
|
0
|
||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
NAP
|
NAP
|
No
|
11,100
|
11,100
|
47,009
|
7,835
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
NAP
|
NAP
|
No
|
11,302
|
5,651
|
11,914
|
1,083
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
NAP
|
NAP
|
No
|
35,668
|
7,750
|
20,792
|
2,970
|
|||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
No
|
17,371
|
8,686
|
30,713
|
6,792
|
||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
NAP
|
NAP
|
No
|
|||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
NAP
|
NAP
|
No
|
|||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
NAP
|
NAP
|
No
|
|||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
NAP
|
NAP
|
No
|
10,812
|
2,703
|
39,031
|
15,067
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
NAP
|
NAP
|
No
|
56,942
|
14,236
|
9,449
|
1,050
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
NAP
|
NAP
|
No
|
95,255
|
8,660
|
5,521
|
2,761
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Earthquake
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Seismic
|
Insurance
|
Upfront RE
|
Ongoing RE
|
Upfront
|
Ongoing
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Report Date
|
PML or SEL (%)
|
Required
|
Tax Reserve ($)
|
Tax Reserve ($)
|
Insurance Reserve ($)
|
Insurance Reserve ($)
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
NAP
|
NAP
|
No
|
78,339
|
15,668
|
0
|
0
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
NAP
|
NAP
|
No
|
0
|
13,507
|
69,750
|
7,750
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
NAP
|
NAP
|
No
|
161,250
|
17,917
|
10,500
|
1,313
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
NAP
|
NAP
|
No
|
3,222
|
3,222
|
8,022
|
1,146
|
|||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
NAP
|
NAP
|
No
|
53,056
|
10,611
|
6,999
|
538
|
|||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
NAP
|
NAP
|
No
|
0
|
0
|
0
|
0
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
NAP
|
NAP
|
No
|
14,769
|
7,385
|
2,436
|
812
|
||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
10/2/2013
|
12%
|
No
|
11,484
|
11,484
|
892
|
892
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
No
|
75,545
|
15,789
|
4,385
|
877
|
||||||||||||||
46.01
|
Property
|
710 Avis
|
NAP
|
NAP
|
No
|
|||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
NAP
|
NAP
|
No
|
|||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
NAP
|
NAP
|
No
|
37,164
|
12,388
|
6,457
|
2,152
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
NAP
|
NAP
|
No
|
188,322
|
18,832
|
0
|
0
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
NAP
|
NAP
|
No
|
42,500
|
7,083
|
3,417
|
683
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
NAP
|
NAP
|
No
|
16,317
|
5,439
|
2,221
|
740
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
NAP
|
NAP
|
No
|
7,250
|
7,250
|
7,917
|
7,917
|
||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
NAP
|
NAP
|
No
|
16,740
|
8,370
|
62,333
|
5,667
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
NAP
|
NAP
|
No
|
71,478
|
6,732
|
11,203
|
1,120
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
NAP
|
NAP
|
No
|
1,667
|
417
|
0
|
0
|
|||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
NAP
|
NAP
|
No
|
38,272
|
12,467
|
16,750
|
1,396
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
NAP
|
NAP
|
No
|
62,037
|
15,509
|
2,475
|
2,475
|
||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
NAP
|
NAP
|
No
|
40,777
|
5,825
|
27,671
|
3,075
|
||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
NAP
|
NAP
|
No
|
0
|
0
|
0
|
0
|
|||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
NAP
|
NAP
|
No
|
0
|
3,093
|
828
|
828
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
NAP
|
NAP
|
No
|
44,000
|
4,000
|
4,740
|
677
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
NAP
|
NAP
|
No
|
6,452
|
3,226
|
18,863
|
3,773
|
||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
NAP
|
NAP
|
No
|
53,380
|
5,931
|
398
|
398
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
NAP
|
NAP
|
No
|
97,796
|
15,938
|
0
|
788
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
NAP
|
NAP
|
No
|
0
|
0
|
0
|
0
|
||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
NAP
|
NAP
|
No
|
6,539
|
1,635
|
701
|
140
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Upfront
|
Ongoing
|
Replacement
|
Upfront
|
Ongoing
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Replacement Reserve ($)
|
Replacement Reserve ($)
|
Reserve Caps ($)
|
TI/LC Reserve ($)
|
TI/LC Reserve ($)
|
TI/LC Caps ($)
|
||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
0
|
7,905
|
0
|
0
|
39,512
|
0
|
||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
0
|
0
|
0
|
0
|
0
|
742,196
|
||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
0
|
7,481
|
0
|
1,310,955
|
56,104
|
0
|
||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
0
|
916
|
0
|
0
|
8,333
|
300,000
|
||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
0
|
71,917
|
0
|
0
|
0
|
0
|
||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
0
|
0
|
0
|
200,000
|
8,651
|
375,000
|
||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
0
|
3,004
|
0
|
250,000
|
10,013
|
750,000
|
||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
0
|
2,233
|
80,382
|
0
|
12,500
|
300,000
|
|||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
0
|
2,282
|
0
|
150,000
|
6,282
|
500,000
|
||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
0
|
1,851
|
0
|
50,000
|
6,169
|
400,000
|
||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
0
|
41,464
|
0
|
0
|
0
|
0
|
||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
0
|
3,006
|
0
|
350,000
|
0
|
0
|
|||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
0
|
770
|
27,726
|
82,564
|
7,189
|
150,000
|
||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
0
|
3,758
|
0
|
250,000
|
6,364
|
700,000
|
||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
0
|
2,515
|
0
|
0
|
16,667
|
500,000
|
|||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
0
|
2,367
|
0
|
300,000
|
0
|
0
|
|||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
0
|
825
|
0
|
0
|
2,750
|
100,000
|
||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
0
|
14,481
|
0
|
0
|
0
|
0
|
||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
0
|
1,398
|
0
|
0
|
9,435
|
339,675
|
||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
0
|
2,079
|
0
|
300,000
|
0
|
0
|
|||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
0
|
9,152
|
500,000
|
0
|
0
|
0
|
||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
0
|
966
|
0
|
0
|
4,960
|
0
|
|||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
0
|
1,664
|
0
|
0
|
4,993
|
375,000
|
|||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
0
|
5,202
|
0
|
0
|
0
|
0
|
|||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
299,135
|
3,389
|
0
|
0
|
0
|
0
|
||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
0
|
986
|
35,502
|
0
|
4,025
|
144,900
|
|||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
885,000
|
8,479
|
0
|
0
|
0
|
0
|
||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
0
|
1,052
|
0
|
100,000
|
5,334
|
200,000
|
|||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
0
|
7,481
|
0
|
0
|
0
|
0
|
||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
0
|
1,330
|
0
|
0
|
0
|
0
|
|||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
0
|
2,974
|
98,496
|
0
|
5,900
|
325,000
|
||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
0
|
2,200
|
0
|
200,000
|
5,158
|
500,000
|
||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
222,639
|
3,500
|
0
|
0
|
0
|
0
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Upfront
|
Ongoing
|
Replacement
|
Upfront
|
Ongoing
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Replacement Reserve ($)
|
Replacement Reserve ($)
|
Reserve Caps ($)
|
TI/LC Reserve ($)
|
TI/LC Reserve ($)
|
TI/LC Caps ($)
|
||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
0
|
1,066
|
0
|
0
|
4,167
|
300,000
|
|||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
19,313
|
3,658
|
219,452
|
0
|
3,976
|
238,535
|
|||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
0
|
468
|
0
|
0
|
1,874
|
0
|
|||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
0
|
1,572
|
0
|
0
|
0
|
0
|
||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
0
|
747
|
0
|
0
|
0
|
0
|
||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
0
|
2,515
|
60,370
|
0
|
4,837
|
0
|
||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
0
|
996
|
36,000
|
0
|
0
|
0
|
|||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
125,000
|
1,178
|
0
|
100,000
|
1,500
|
200,000
|
|||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
0
|
1,823
|
0
|
250,000
|
5,881
|
250,000
|
|||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
0
|
3,188
|
0
|
0
|
0
|
0
|
||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
0
|
446
|
16,071
|
0
|
0
|
0
|
|||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
0
|
752
|
0
|
0
|
3,042
|
250,000
|
||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
0
|
802
|
0
|
0
|
3,500
|
84,000
|
||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
0
|
5,938
|
0
|
0
|
0
|
0
|
|||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
0
|
3,607
|
0
|
0
|
5,517
|
0
|
||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
0
|
362
|
0
|
100,000
|
2,310
|
100,000
|
|||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
0
|
57
|
0
|
0
|
0
|
0
|
||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
0
|
1,134
|
0
|
0
|
3,239
|
120,000
|
|||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
0
|
3,884
|
0
|
0
|
0
|
0
|
|||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
0
|
1,542
|
0
|
0
|
0
|
0
|
|||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
225,000
|
1,917
|
0
|
0
|
0
|
0
|
|||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
0
|
1,083
|
0
|
100,000
|
2,901
|
0
|
||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
0
|
3,039
|
0
|
0
|
0
|
0
|
|||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
39,680
|
859
|
0
|
0
|
3,304
|
0
|
|||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
0
|
250
|
0
|
0
|
1,471
|
100,000
|
|||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
434
|
217
|
0
|
2,283
|
1,141
|
0
|
|||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
0
|
143
|
0
|
0
|
1,192
|
71,500
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Upfront Debt
|
Ongoing Debt
|
Upfront Deferred
|
Ongoing Deferred
|
Upfront
|
Ongoing
|
Upfront
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Service Reserve ($)
|
Service Reserve ($)
|
Maintenance Reserve ($)
|
Maintenance Reserve ($)
|
Environmental Reserve ($)
|
Environmental Reserve ($)
|
Other Reserve ($)
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
0
|
0
|
0
|
0
|
0
|
0
|
23,807,727
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
0
|
0
|
0
|
0
|
0
|
0
|
9,996,144
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
0
|
0
|
162,000
|
0
|
0
|
0
|
0
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
0
|
0
|
583,125
|
0
|
0
|
0
|
0
|
|||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
0
|
0
|
52,844
|
0
|
0
|
0
|
1,403,651
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
0
|
0
|
559,262
|
0
|
0
|
0
|
1,983,095
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
0
|
0
|
0
|
0
|
0
|
0
|
60,000
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
0
|
0
|
199,588
|
0
|
0
|
0
|
692,296
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
0
|
0
|
114,209
|
0
|
0
|
0
|
0
|
|||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
0
|
0
|
366,354
|
0
|
0
|
0
|
0
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
0
|
0
|
0
|
0
|
0
|
0
|
1,200,000
|
|||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
450,000
|
0
|
0
|
0
|
0
|
0
|
335,471
|
|||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
0
|
0
|
95,925
|
0
|
0
|
0
|
80,210
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
0
|
0
|
1,188
|
0
|
0
|
0
|
250,000
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
0
|
0
|
0
|
0
|
0
|
0
|
309,651
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
0
|
0
|
401,875
|
0
|
0
|
0
|
32,119
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
0
|
0
|
41,520
|
0
|
0
|
0
|
0
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
0
|
0
|
0
|
0
|
0
|
0
|
1,200,000
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
0
|
0
|
31,913
|
0
|
0
|
0
|
0
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
0
|
0
|
1,000
|
0
|
0
|
0
|
0
|
|||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
0
|
0
|
0
|
0
|
0
|
0
|
300,000
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
0
|
0
|
0
|
0
|
0
|
0
|
106,222
|
||||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
0
|
0
|
49,188
|
0
|
0
|
0
|
0
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
0
|
0
|
210,704
|
0
|
0
|
0
|
0
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
0
|
0
|
0
|
0
|
0
|
0
|
100,000
|
||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
0
|
0
|
227,132
|
0
|
0
|
0
|
0
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
0
|
0
|
69,111
|
0
|
0
|
0
|
8,250
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Upfront Debt
|
Ongoing Debt
|
Upfront Deferred
|
Ongoing Deferred
|
Upfront
|
Ongoing
|
Upfront
|
|||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Service Reserve ($)
|
Service Reserve ($)
|
Maintenance Reserve ($)
|
Maintenance Reserve ($)
|
Environmental Reserve ($)
|
Environmental Reserve ($)
|
Other Reserve ($)
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
0
|
0
|
0
|
0
|
0
|
0
|
184,610
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
0
|
0
|
7,250
|
0
|
0
|
0
|
0
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
65,291
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
0
|
0
|
0
|
0
|
0
|
0
|
8,429
|
|||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
0
|
0
|
47,938
|
0
|
0
|
0
|
0
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
0
|
0
|
44,563
|
0
|
0
|
0
|
0
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
0
|
0
|
0
|
0
|
0
|
0
|
343,000
|
||||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
0
|
0
|
200,000
|
0
|
0
|
0
|
96,451
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
0
|
0
|
17,088
|
0
|
0
|
0
|
100,000
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
0
|
0
|
63,688
|
0
|
0
|
0
|
42,525
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
0
|
0
|
114,664
|
0
|
0
|
0
|
0
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
0
|
0
|
0
|
0
|
0
|
0
|
98,496
|
|||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
0
|
0
|
14,938
|
0
|
0
|
0
|
0
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
0
|
0
|
76,688
|
0
|
0
|
0
|
0
|
||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
0
|
0
|
44,750
|
0
|
0
|
0
|
0
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
0
|
0
|
0
|
0
|
0
|
0
|
70,374
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
0
|
0
|
17,625
|
0
|
0
|
0
|
0
|
||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
0
|
0
|
20,969
|
0
|
0
|
0
|
0
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
0
|
0
|
0
|
0
|
0
|
0
|
30,000
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||
Control
|
Loan /
|
Mortgage
|
Ongoing
|
Other Reserve
|
||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Other Reserve ($)
|
Description
|
Borrower Name
|
|||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
0
|
Closing Unfunded Leasing Costs Reserve ($9,779,988); Holdback Reserve ($7,053,516); Free Rent Reserve ($3,207,839.32); Gilbane Office Draw Costs Reserve ($2,418,783); Gilbane Outside GMP Reserve ($1,164,426); Ground Lease Escrow Fund ($183,174.85) and Monthly; Operating Expense Funds Monthly
|
Flats East Office LLC
|
|||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
0
|
Unfunded Obligations
|
Atlanta Outlet Shoppes, LLC
|
|||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
0
|
Boulevard Invest LLC
|
||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
0
|
Geary-Stockton Realty LLC
|
||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
0
|
44 Inn America Woodbridge Associates, L.L.C.
|
||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
0
|
Conn's Inc. Tenant Reserve ($1,394,651); Simply Mac Tenant Reserve ($9,000)
|
ADD Kings Crossing LLC
|
|||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
0
|
Tenant Buildout Reserve ($1,727,202); Conn's Inc. Rent Reserve ($255,893)
|
BAI Rivergate LLC and BAI Rivergate OP LLC
|
|||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
0
|
Simply Mac TI Reserve
|
River Shops II, LLC
|
||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
0
|
Tenant Buildout Reserve
|
BAI Park Place LP
|
|||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
0
|
22 East 60 LLC
|
||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
0
|
BAI Riverwalk LP
|
||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
0
|
PIP Reserve
|
Columbia Center Affiliates, LLC
|
|||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
0
|
Chicagoland Grocery Venture II DST
|
|||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
0
|
Seasonality Reserve ($65,850 Monthly only in months August, September, October each year); Manager FF&E ($173,220.98 Initial); PIP Contingency Reserve ($96,400)
|
Waterford of Willow Grove, LLC
|
|||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
0
|
Outstanding Tenant Obligations Reserve ($80,210)
|
666 OCR LL, LLC
|
||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
2,139
|
Holdback Reserve ($250,000); Roof Reserve
|
Keystone Plaza, LLC
|
|||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
0
|
BAI Stockton LP
|
||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
0
|
Unfunded Obligations ($101,156.46); Free Rent Holdback ($91,864.06); Chris Bush Holdback ($75,000); Medrec 2013 Rollover Reserve ($41,630)
|
Brass Atrium 2013, LLC
|
||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
0
|
Outstanding Tenant Obligations Reserve ($32,119)
|
100 Merrick OCR LL, LLC
|
||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
0
|
Twin Hickory MZL LLC
|
||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
0
|
Holdback Reserve
|
Homestead VPE Hotel, LLC
|
|||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
0
|
Sheffield Square Professional Center LLC
|
||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
0
|
114 OCR LL, LLC
|
|||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
0
|
Gorman at 440, LLC
|
||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
0
|
Publix Renovation Collateral Reserve
|
FS Steele Creek LLC
|
||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
0
|
Tenant Buildout Reserve ($67,500); NWP Abated Rent Reserve ($38,722)
|
2725/2805 Associates, LLC
|
||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
0
|
Delsal LLC
|
|||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
0
|
MVC Advisors II, LLC
|
||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
0
|
A&J Cherry Road LLC and FS Cherry Road LLC
|
|||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
0
|
PG Cactus Portland I, LLC
|
|||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
0
|
Portage MI Investment Holdings, LLC
|
||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
0
|
Sun Shadow Village, LLC and Sun Shadow Holding, LLC
|
|||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
0
|
Sohum, Inc.
|
||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
0
|
Performance Holdback Reserve
|
KE, LLC
|
||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
20,038
|
I/O Insurance Backstop Reserve ($10,038.41); Supplemental Insurance Reserve ($10,000.00)
|
Atlantic Station Partners, LLC
|
|||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
0
|
BAI Hagerstown LLC
|
||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
0
|
Environmental Holdback
|
HCG Chimneys, LLC
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||
Control
|
Loan /
|
Mortgage
|
Ongoing
|
Other Reserve
|
||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Other Reserve ($)
|
Description
|
Borrower Name
|
|||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
0
|
Unfunded Obligations
|
Seaview DC, LLC
|
||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
0
|
Page Plaza Acquisition, L.P.
|
|||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
0
|
Highlands Shopping Center LLC
|
|||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
0
|
415 Granby LLC
|
||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
8,429
|
Ground Lease Reserve
|
Schoolcraft Commons Unit 12, L.L.C.
|
|||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
0
|
J-8 Land Partners, LLLP
|
||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
0
|
Flagstaff Storage, LLC
|
|||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
0
|
Argo Renton, LLC
|
|||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
0
|
Outstanding TI Reserve
|
710 Associates, LLC and Liberty Plaza Associates, LLC
|
||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
0
|
JMP Radio Tenant Estoppel Reserve ($87,500); Indiana State Tax Lien Reserve ($8,951.34)
|
Civic Center LLC
|
|||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
0
|
SC Denton Town Center LLC
|
|||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
0
|
Lane Bryant Reserve: (Upfront: 100,000)
|
632 Market Street, LLC
|
|||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
0
|
Churton Grove Center, LLC
|
||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
7,000
|
Seasonality Reserve
|
Oceanfront Lodging Inc.
|
||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
0
|
Mizu Rent Abatement Reserve
|
St. Cloud-Schippers, LLC
|
|||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
0
|
McCreless Investors, Ltd.
|
|||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
0
|
Free Rent Holdback Reserve ($98,496)
|
Black Bear Court LLC
|
|||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
0
|
301 South Livingston, LLC
|
|||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
0
|
Stanford Townhouses, L.L.C.
|
|||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
0
|
VLM I, LLC
|
|||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
0
|
ZOSIME, LLC
|
||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
0
|
Honeytree Acquisition, LLC
|
|||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
0
|
Palmetto Therapy Reserve (Upfront 70,374)
|
Plantation Center of Hilton Head LLC
|
|||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
0
|
Sooner Crossing LLC
|
|||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
0
|
GFIG OHIO ONE, LLC
|
|||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
0
|
Sherington Streamwood, LLC
|
|||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
0
|
1620 South Charlotte LLC
|
|||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
0
|
Tenant Allowance Reserve
|
Retail Works Funding LLC
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Loan
|
Loan Amount
|
Principal's New Cash
|
Subordinate
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Carve-out Guarantor
|
Purpose
|
(sources)
|
Contribution (7)
|
Debt
|
Other Sources
|
||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
The Wolstein Group, LLC, Scott A. Wolstein, Iris S. Wolstein and Iris S. Wolstein Trust
|
Refinance
|
92,000,000
|
1,592,559
|
0
|
1,445,000
|
||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
CBL & Associates Limited Partnership and Horizon Group Properties, L.P.
|
Refinance
|
80,000,000
|
0
|
0
|
0
|
||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
Aby Rosen, Michael Fuchs, and David Edelstein
|
Refinance
|
580,000,000
|
0
|
0
|
0
|
||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
Ben Ashkenazy
|
Acquisition
|
50,000,000
|
60,459,375
|
0
|
1,549,899
|
||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
Allen Weingarten and Hasu Shah
|
Refinance
|
35,000,000
|
0
|
0
|
0
|
||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
Rain Scott Investments, L.L.C.
|
Acquisition
|
27,500,000
|
8,996,220
|
0
|
0
|
||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
Bon Aviv Holdings LLC
|
Refinance
|
21,562,500
|
0
|
0
|
0
|
||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
William L. Smith
|
Refinance
|
19,000,000
|
0
|
0
|
0
|
|||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
Bon Aviv Holdings LLC
|
Refinance
|
17,850,000
|
0
|
0
|
0
|
||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
French Institute-Alliance Francaise
|
Refinance
|
16,000,000
|
0
|
0
|
0
|
||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
Bon Aviv Holdings LLC
|
Refinance
|
15,300,000
|
0
|
0
|
0
|
||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
Executive Affiliates, Inc.
|
Refinance
|
15,100,000
|
0
|
0
|
0
|
||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
Inland Private Capital Corporation
|
Acquisition
|
14,400,000
|
6,033,249
|
0
|
0
|
|||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
Michael A. Santaro
|
Refinance
|
13,750,000
|
0
|
0
|
61,501
|
||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
Investcorp US Real Estate, LLC
|
Acquisition
|
13,100,000
|
7,626,453
|
0
|
804,175
|
|||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
Irwin Tauber and Tauber Family 2001 Dynasty Trust
|
Refinance
|
12,750,000
|
0
|
0
|
50,000
|
||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
Bon Aviv Holdings LLC
|
Refinance
|
12,500,000
|
0
|
0
|
0
|
||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
Joe Richard Rodriguez
|
Refinance
|
12,000,000
|
25,817
|
0
|
0
|
|||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
Investcorp US Real Estate, LLC
|
Acquisition
|
11,975,145
|
7,231,276
|
0
|
735,123
|
|||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
Daniel Katz and Paul Sub
|
Acquisition
|
11,360,000
|
5,102,133
|
0
|
0
|
||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
Prime Hospitality Group, LLC
|
Recapitalization
|
11,000,000
|
0
|
0
|
50,000
|
||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
Marc Harris
|
Refinance
|
10,627,000
|
0
|
0
|
0
|
||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
Investcorp US Real Estate, LLC
|
Acquisition
|
9,950,000
|
5,732,270
|
0
|
610,805
|
|||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
Nutan T. Shah
|
Refinance
|
9,850,000
|
0
|
0
|
0
|
||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
Howard S. Banchik, Howard S. Banchik, as Trustee of Howard and Jacqueline Banchik Family Trust u/t/a dated 12/31/1971, Steven J. Fogel, Steven J. Fogel, as Trustee of Steven J. Fogel 2006 Trust u/t/a dated 11/17/2006
|
Acquisition
|
9,526,000
|
9,652,169
|
0
|
418,967
|
|||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
Jeff Hauptman
|
Refinance
|
9,500,000
|
0
|
0
|
0
|
|||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
Antonio Delgado and Salvador A. Jurado
|
Refinance
|
9,500,000
|
0
|
0
|
0
|
|||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
Steven R. Lewis
|
Refinance
|
9,300,000
|
343,210
|
0
|
0
|
||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
Howard S. Banchik, Howard S. Banchik, as Trustee of Howard and Jacqueline Banchik Family Trust u/t/a dated 12/31/1971, Steven J. Fogel, Steven J. Fogel, as Trustee of Steven J. Fogel 2006 Trust u/t/a dated 11/17/2006
|
Acquisition
|
9,275,000
|
3,939,679
|
0
|
45,000
|
|||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
Timothy Davis and Robert Dailey
|
Acquisition
|
9,200,000
|
7,740,019
|
0
|
1,251,189
|
|||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
Frank T. Sinito
|
Acquisition
|
9,085,000
|
3,650,000
|
0
|
322,274
|
||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
Bruce Ash and James C. Fissell
|
Refinance
|
8,500,000
|
0
|
0
|
0
|
|||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
Ramesh B. Petigara and Sanmukh B. Petigara
|
Refinance
|
8,500,000
|
332,005
|
0
|
0
|
||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
Michael H. Erdman, Joseph Kennedy and William Kennedy
|
Refinance
|
8,300,000
|
0
|
0
|
0
|
|||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
George Smedes York, Hal Venable Worth, III, George Smedes York, Jr. and Hal Venable Worth, IV
|
Refinance
|
8,250,000
|
948,719
|
0
|
0
|
||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
Bon Aviv Holdings LLC
|
Refinance
|
8,200,000
|
0
|
0
|
0
|
||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
John Kinzelberg, Jeffrey Katz and Scott Kinzelberg as trustee of the John D. Kinzelberg trust created under the Harvey Kinzelberg Trust under agreement dated as of December 1, 1988
|
Acquisition
|
8,000,000
|
2,414,026
|
0
|
398,914
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Loan
|
Loan Amount
|
Principal's New Cash
|
Subordinate
|
||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Carve-out Guarantor
|
Purpose
|
(sources)
|
Contribution (7)
|
Debt
|
Other Sources
|
||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
Stanley Werb
|
Refinance
|
8,000,000
|
0
|
0
|
0
|
|||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
Ralph Sitt and David Sitt
|
Refinance
|
7,800,000
|
58,080
|
0
|
0
|
|||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
David H. Feinberg
|
Refinance
|
7,700,000
|
0
|
0
|
0
|
|||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
Frank T. Gadams
|
Refinance
|
7,200,000
|
0
|
0
|
0
|
||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
Douglas M. Etkin, Marvin Walkon and James A. Ketai
|
Refinance
|
7,000,000
|
986,175
|
0
|
0
|
||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
Richard P. Jaffe
|
Acquisition
|
7,000,000
|
2,116,717
|
0
|
0
|
||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
Thomas S. Boggess IV and Jonette Boggess
|
Refinance
|
7,000,000
|
0
|
0
|
27,106
|
|||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
Stephen B. Jaeger and Michael Karasik
|
Acquisition
|
6,550,000
|
2,859,089
|
0
|
0
|
|||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
Jeff Hauptman
|
Refinance
|
6,400,000
|
0
|
0
|
0
|
|||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
Shaul Kuperwasser and Yitzchok Klor
|
Acquisition
|
6,225,000
|
2,097,429
|
0
|
0
|
||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
Howard S. Banchik, Howard S. Banchik, as Trustee of Howard and Jacqueline Banchik Family Trust u/t/a dated 12/31/1971, Steven J. Fogel, Steven J. Fogel, as Trustee of Steven J. Fogel 2006 Trust u/t/a dated 11/17/2006
|
Acquisition
|
5,940,000
|
5,850,000
|
0
|
346,510
|
|||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
Hendricks Commercial Properties, LLC
|
Acquisition
|
5,625,000
|
2,967,248
|
0
|
0
|
||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
John P. Graham, Dennis A. Howell and Dennis H. Howell
|
Refinance
|
5,500,000
|
0
|
0
|
0
|
||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
Bhagirath Bhikha and Prahlad Patel
|
Refinance
|
5,200,000
|
328,716
|
0
|
0
|
|||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
Jay M. Schippers
|
Refinance
|
5,000,000
|
0
|
0
|
0
|
||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
J. Alec Merriam and Gail A. Merriam
|
Refinance
|
4,800,000
|
0
|
0
|
50,000
|
|||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
William Fung
|
Acquisition
|
4,750,000
|
2,791,980
|
0
|
0
|
||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
Eldad M. Levy
|
Acquisition
|
4,750,000
|
1,777,710
|
0
|
0
|
|||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
Francis Sehn and Marlin Wroubel
|
Refinance
|
4,450,000
|
111,977
|
0
|
50,000
|
|||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
Robert Joel Adams and David Joel Adams
|
Refinance
|
4,280,000
|
1,382,354
|
0
|
0
|
|||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
Dena Platis
|
Acquisition
|
3,895,000
|
0
|
0
|
35,000
|
||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
Matthew Millman
|
Acquisition
|
3,800,000
|
1,549,665
|
0
|
0
|
|||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
Wolfe Miller
|
Acquisition & Refinance
|
3,800,000
|
0
|
0
|
0
|
||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
Wayne Kao
|
Refinance
|
2,900,000
|
167,173
|
0
|
0
|
|||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
John D. Forbess
|
Acquisition
|
2,900,000
|
1,592,291
|
0
|
0
|
|||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
Azam Sher
|
Recapitalization
|
2,400,000
|
0
|
0
|
0
|
|||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
James M. Zanoni and Christopher J. Branch
|
Refinance
|
2,200,000
|
0
|
0
|
0
|
|||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
REDICO Properties LLC
|
Recapitalization
|
2,000,000
|
0
|
0
|
0
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Principal Equity
|
|||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Total Sources
|
Loan Payoff
|
Purchase Price
|
Closing Costs
|
Reserves
|
Distribution
|
Other Uses
|
|||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
95,037,559
|
65,293,976
|
0
|
2,424,291
|
24,088,979
|
0
|
3,230,312
|
|||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
80,000,000
|
53,236,312
|
0
|
767,168
|
9,996,144
|
16,000,376
|
0
|
|||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
580,000,000
|
551,424,876
|
0
|
2,575,263
|
1,981,705
|
24,018,156
|
0
|
|||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
112,009,274
|
0
|
110,000,000
|
161,756
|
301,780
|
0
|
1,545,738
|
|||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
35,000,000
|
30,559,693
|
0
|
542,087
|
583,125
|
3,315,095
|
0
|
|||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
36,496,220
|
0
|
34,191,349
|
291,676
|
2,013,195
|
0
|
0
|
|||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
21,562,500
|
13,363,514
|
0
|
187,871
|
3,060,212
|
4,950,903
|
0
|
|||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
19,000,000
|
18,283,015
|
0
|
427,453
|
60,000
|
229,532
|
0
|
||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
17,850,000
|
9,976,719
|
0
|
231,153
|
1,137,739
|
6,504,389
|
0
|
|||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
16,000,000
|
13,602,347
|
0
|
714,826
|
191,409
|
1,491,418
|
0
|
|||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
15,300,000
|
10,952,902
|
0
|
146,515
|
502,459
|
3,698,124
|
0
|
|||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
15,100,000
|
12,500,000
|
0
|
531,014
|
1,639,848
|
429,138
|
0
|
|||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
20,433,249
|
0
|
20,358,844
|
74,405
|
0
|
0
|
0
|
||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
13,811,501
|
10,988,854
|
0
|
70,388
|
785,471
|
1,694,415
|
272,372
|
|||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
21,530,629
|
0
|
18,813,056
|
0
|
698,061
|
0
|
2,019,512
|
||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
12,800,000
|
11,066,670
|
0
|
45,808
|
597,894
|
728,230
|
361,399
|
|||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
12,500,000
|
5,987,859
|
0
|
213,413
|
289,524
|
6,009,204
|
0
|
|||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
12,025,817
|
10,110,741
|
0
|
1,590,502
|
324,573
|
0
|
0
|
||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
19,941,545
|
0
|
17,197,639
|
0
|
897,803
|
0
|
1,846,103
|
||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
16,462,133
|
0
|
16,000,000
|
420,613
|
41,520
|
0
|
0
|
|||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
11,050,000
|
0
|
0
|
57,207
|
1,398,065
|
9,383,489
|
211,239
|
|||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
10,627,000
|
6,039,671
|
0
|
343,956
|
117,387
|
4,125,986
|
0
|
|||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
16,293,075
|
0
|
14,289,306
|
0
|
469,865
|
0
|
1,533,904
|
||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
9,850,000
|
8,719,222
|
0
|
265,125
|
23,041
|
842,613
|
0
|
|||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
19,597,136
|
0
|
17,650,000
|
1,618,686
|
328,450
|
0
|
0
|
||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
9,500,000
|
6,386,290
|
0
|
153,556
|
253,529
|
2,706,625
|
0
|
||||||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
9,500,000
|
7,327,942
|
0
|
186,520
|
206,919
|
1,778,619
|
0
|
||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
9,643,210
|
8,718,705
|
0
|
535,916
|
388,589
|
0
|
0
|
|||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
13,259,679
|
0
|
12,750,000
|
30,762
|
133,383
|
0
|
345,534
|
||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
18,191,209
|
0
|
18,000,000
|
157,565
|
33,644
|
0
|
0
|
||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
13,057,274
|
0
|
10,193,000
|
1,211,778
|
943,108
|
709,388
|
0
|
|||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
8,500,000
|
6,340,537
|
0
|
223,889
|
333,920
|
1,601,654
|
0
|
||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
8,832,005
|
8,678,526
|
0
|
97,019
|
56,460
|
0
|
0
|
|||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
8,300,000
|
7,616,113
|
0
|
430,794
|
148,085
|
105,009
|
0
|
||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
9,198,719
|
8,890,588
|
0
|
258,288
|
49,842
|
0
|
0
|
|||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
8,200,000
|
5,686,019
|
0
|
174,832
|
493,524
|
1,845,625
|
0
|
|||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
10,812,939
|
0
|
10,175,000
|
53,646
|
400,777
|
0
|
183,517
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Principal Equity
|
|||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Total Sources
|
Loan Payoff
|
Purchase Price
|
Closing Costs
|
Reserves
|
Distribution
|
Other Uses
|
|||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
8,000,000
|
4,373,836
|
0
|
236,219
|
262,949
|
3,126,997
|
0
|
||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
7,858,080
|
7,632,499
|
0
|
129,269
|
96,313
|
0
|
0
|
||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
7,700,000
|
6,454,300
|
0
|
160,338
|
237,041
|
848,321
|
0
|
||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
7,200,000
|
5,465,801
|
0
|
159,493
|
11,244
|
1,563,463
|
0
|
|||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
7,986,175
|
7,759,522
|
0
|
158,168
|
68,485
|
0
|
0
|
|||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
9,116,717
|
0
|
8,872,500
|
196,280
|
47,938
|
0
|
0
|
|||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
7,027,106
|
5,285,501
|
0
|
180,183
|
17,205
|
1,544,217
|
0
|
||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
9,409,089
|
0
|
8,950,000
|
177,150
|
281,939
|
0
|
0
|
||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
6,400,000
|
5,274,668
|
0
|
137,105
|
672,929
|
315,299
|
0
|
||||||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
8,322,429
|
0
|
7,800,000
|
182,358
|
340,072
|
0
|
0
|
|||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
12,136,510
|
0
|
10,800,000
|
1,148,188
|
188,322
|
0
|
0
|
||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
8,592,248
|
0
|
8,325,000
|
104,243
|
163,005
|
0
|
0
|
|||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
5,500,000
|
5,151,300
|
0
|
196,902
|
18,538
|
133,260
|
0
|
|||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
5,528,716
|
5,108,775
|
0
|
404,775
|
15,167
|
0
|
0
|
||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
5,000,000
|
4,483,035
|
0
|
302,724
|
185,285
|
28,955
|
0
|
|||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
4,850,000
|
3,193,132
|
0
|
157,570
|
297,345
|
0
|
1,201,953
|
||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
7,541,980
|
0
|
7,400,000
|
41,817
|
100,163
|
0
|
0
|
|||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
6,527,710
|
0
|
6,270,000
|
187,751
|
69,960
|
0
|
0
|
||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
4,611,977
|
4,338,167
|
0
|
16,653
|
141,200
|
0
|
115,958
|
||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
5,662,354
|
5,396,272
|
0
|
197,634
|
68,448
|
0
|
0
|
||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
3,930,000
|
0
|
0
|
101,323
|
0
|
3,828,677
|
0
|
|||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
5,349,665
|
0
|
5,030,000
|
49,088
|
270,578
|
0
|
0
|
||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
3,800,000
|
1,578,210
|
1,700,000
|
94,852
|
219,114
|
207,823
|
0
|
|||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
3,067,173
|
2,901,232
|
0
|
123,001
|
42,940
|
0
|
0
|
||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
4,492,291
|
0
|
4,200,000
|
177,864
|
114,426
|
0
|
0
|
||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
2,400,000
|
0
|
0
|
105,542
|
97,796
|
2,196,662
|
0
|
||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
2,200,000
|
1,957,606
|
0
|
89,500
|
2,717
|
150,177
|
0
|
||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
2,000,000
|
0
|
0
|
115,980
|
37,240
|
1,846,780
|
0
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Cash
|
Cash Management
|
||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Total Uses
|
Lockbox
|
Management
|
Triggers
|
||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
95,037,559
|
Hard
|
In Place
|
NAP
|
||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
80,000,000
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) beginning after July 18, 2014 the end of any fiscal quarter when the Net Operating Income is less than $7,515,670, (iii) failure to deliver financial statements as required in the Loan Agreement
|
||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
580,000,000
|
Hard
|
In Place
|
(i) the occurrence of an Event of Default, (ii) (x) through and including the September 6, 2018 payment date (a) DSCR<1.30x or (b) Underwritable Cash Flow is equal to or less than $36,000,000; (ii) after the payment date on September 6, 2018 (a) DSCR<1.15x or (b) Underwritable Cash Flow is equal to or less than $42,000,000
|
||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
112,009,274
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x; (iii) the occurrence of a Specified Tenant Trigger Period
|
||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
35,000,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Franchise Agreement Event
|
||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
36,496,220
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) the occurrence of a Conn's Inc. Trigger Event, (iv) the occurrence of a Lowes Homecenters Inc. Trigger Event
|
||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
21,562,500
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
19,000,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x and the failure of borrower to timely make one or more of the cash deposits or Letters of Credit, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) the occurrence of a Rollover Trigger Event and the failure of borrower to timely deposit a cash deposit or the Letter of Credit
|
|||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
17,850,000
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Trigger Tenant Sweep Event
|
||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
16,000,000
|
Springing
|
In Place
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) FIAF Cash Trap Period
|
||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
15,300,000
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Trigger Tenant Event
|
||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
15,100,000
|
None
|
None
|
NAP
|
||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
20,433,249
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) the occurrence of a Roundy's Cash Trap Period prior to the Anticipated Repayment Date, (iii) if the loan is not paid in full by November 6, 2023, (iv) DSCR is less than 1.25x
|
|||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
13,811,501
|
Hard
|
In Place
|
(i) the occurrence of an Event of Default, (ii) On or after March 1, 2014, DSCR is less than 1.35x, (iii) one year prior to expiration of Management Agreement, (iv) default under or termination of the Management Agreement
|
||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
21,530,629
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x
|
|||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
12,800,000
|
Hard
|
In Place
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
12,500,000
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Tenant Trigger Event
|
||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
12,025,817
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 80% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
|||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
19,941,545
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x
|
|||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
16,462,133
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) the occurrence of a Food Lion Trigger Event
|
||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
11,050,000
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Franchise Agreement Trigger Period, (iv) the occurrence of a Franchise Renewal Trigger Event and (v) the occurrence of a Manager Bankrupcy Event
|
||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
10,627,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
16,293,075
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x
|
|||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
9,850,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10X, (iii) the occurrence of a Franchise Agreement Trigger Event
|
||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
19,597,136
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x during Publix Renovation Period and 1.25x after Publix Renovation Period, (iii) the occurrence of Re-Tenanting Sweep Event, and (iv) the occurrence of a Publix Renovation Cash Sweep Period
|
|||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
9,500,000
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Regents Trigger Event
|
|||||||||
26.01
|
Property
|
2705 South Industrial
|
||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
9,500,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) DSCR is less than 1.10x
|
|||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
9,643,210
|
None
|
None
|
NAP
|
||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
13,259,679
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20, (iii) occurrence of a Re-Tenant Sweep Event
|
|||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
18,191,209
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
|||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
13,057,274
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
8,500,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
|||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
8,832,005
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy of Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
8,300,000
|
None
|
None
|
NAP
|
|||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
||||||||||||||
34.03
|
Property
|
500 Cone Road
|
||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
9,198,719
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) the occurrence of a Food Lion Trigger Event
|
||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
8,200,000
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
10,812,939
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
CGCMT 2013-GC17 Annex A
|
||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Cash
|
Cash Management
|
||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Total Uses
|
Lockbox
|
Management
|
Triggers
|
||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
8,000,000
|
None
|
None
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 72% of Closing Date NOI for two consecutive quarters, (iii) failure to deliver financial statements as required in the Loan Agreement
|
|||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
7,858,080
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Gregg Appliance Trigger Event
|
|||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
7,700,000
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.15x, (iv) the occurrence of a Village Liquor Trigger Period
|
|||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
7,200,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) the occurrence of a Special Tenant Trigger Event, (iv) DSCR is less than 1.10x
|
||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
7,986,175
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) the occurrence of a Tenant Trigger Event
|
||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
9,116,717
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) January 11, 2018 if Winn Dixie has not renewed Lease or been replaced
|
||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
7,027,106
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
|||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
9,409,089
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Lease Expiration Cash Trap Event
|
|||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
6,400,000
|
Soft Springing
|
Springing
|
(i) the occurrence of a monetary Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Tetra Tech Trigger Event
|
|||||||||
46.01
|
Property
|
710 Avis
|
||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
8,322,429
|
Soft
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x
|
||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
12,136,510
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
|||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
8,592,248
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of Borrower, Guarantor or Manager, (iii) occurrence of an Ulta Trigger Event, (iv) DSCR is less than 1.20x
|
||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
5,500,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Tenant Trigger Event
|
||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
5,528,716
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
|||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
5,000,000
|
Soft Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of Gold's Gym Lease Event
|
||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
4,850,000
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x
|
|||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
7,541,980
|
Hard
|
In Place
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) Bankruptcy action of the Borrower, Manager or Specified Tenant, (iv) the occurrence of a TD Bank Sweep Period
|
||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
6,527,710
|
Soft
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x
|
|||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
4,611,977
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.35x
|
|||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
5,662,354
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
|||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
3,930,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Specified Tenant Trigger Period
|
||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
5,349,665
|
Soft
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
|||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
3,800,000
|
Hard
|
Springing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy of Borrower, Guarantor or Manager, (iii) occurrence of a Lease Trigger Period, (iv) DSCR is less than 1.20x
|
||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
3,067,173
|
Soft
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x
|
|||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
4,492,291
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
|||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
2,400,000
|
Springing
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Lease Expiration Cash Trap Event
|
|||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
2,200,000
|
Soft
|
Springing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) Office Depot terminates it's lease
|
|||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
2,000,000
|
None
|
None
|
NAP
|
Cut-off Date
|
||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Ground
|
Ground Lease
|
Annual Ground
|
Cut-off Date
|
B Note
|
Mezzanine
|
Mezzanine Debt
|
Terrorism Insurance
|
Control
|
|||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Lease Y/N
|
Expiration Date
|
Lease Payment ($)
|
B Note Balance ($)
|
Interest Rate
|
Debt Balance($)
|
Interest Rate
|
Required
|
Number
|
|||||||||||||
1
|
Loan
|
8, 9, 10
|
CGMRC
|
Ernst & Young Tower
|
Yes
|
12/31/2036
|
2,164,281
|
Yes
|
1
|
|||||||||||||||||
2
|
Loan
|
11, 12
|
GSMC
|
The Outlet Shoppes at Atlanta
|
No
|
Yes
|
2
|
|||||||||||||||||||
3
|
Loan
|
13, 14, 15, 16
|
CGMRC
|
Miracle Mile Shops
|
No
|
Yes
|
3
|
|||||||||||||||||||
4
|
Loan
|
17
|
CGMRC
|
One Union Square
|
No
|
Yes
|
4
|
|||||||||||||||||||
5
|
Loan
|
8, 18
|
SMF I
|
Renaissance Woodbridge
|
No
|
Yes
|
5
|
|||||||||||||||||||
6
|
Loan
|
8, 19, 20
|
SMF I
|
Kings Crossing
|
No
|
Yes
|
6
|
|||||||||||||||||||
7
|
Loan
|
21, 22
|
SMF I
|
Rivergate Station
|
No
|
Yes
|
7
|
|||||||||||||||||||
8
|
Loan
|
GSMC
|
Old Mill District
|
No
|
Yes
|
8
|
||||||||||||||||||||
9
|
Loan
|
21, 23
|
SMF I
|
Park Place Shopping Center
|
No
|
Yes
|
9
|
|||||||||||||||||||
10
|
Loan
|
24, 25
|
CCRE
|
22 East 60th
|
No
|
Yes
|
10
|
|||||||||||||||||||
11
|
Loan
|
21
|
SMF I
|
Riverwalk Plaza
|
No
|
Yes
|
11
|
|||||||||||||||||||
12
|
Loan
|
8, 26
|
SMF I
|
Holiday Inn Columbia
|
No
|
Yes
|
12
|
|||||||||||||||||||
13
|
Loan
|
CCRE
|
Marianos Elmhurst
|
No
|
Yes
|
13
|
||||||||||||||||||||
14
|
Loan
|
8
|
CGMRC
|
SpringHill Suites - Willow Grove, PA
|
No
|
Yes
|
14
|
|||||||||||||||||||
15
|
Loan
|
CGMRC
|
666 Old Country Road
|
No
|
Yes
|
15
|
||||||||||||||||||||
16
|
Loan
|
8
|
CGMRC
|
Keystone Plaza
|
No
|
Yes
|
16
|
|||||||||||||||||||
17
|
Loan
|
21
|
SMF I
|
The Center at Stockton
|
No
|
Yes
|
17
|
|||||||||||||||||||
18
|
Loan
|
GSMC
|
The Atrium
|
No
|
Yes
|
18
|
||||||||||||||||||||
19
|
Loan
|
CGMRC
|
100 Merrick Road
|
No
|
Yes
|
19
|
||||||||||||||||||||
20
|
Loan
|
27
|
SMF I
|
Town Center at Twin Hickory
|
No
|
Yes
|
20
|
|||||||||||||||||||
21
|
Loan
|
8
|
CGMRC
|
Courtyard by Marriott - Homestead, FL
|
No
|
Yes
|
21
|
|||||||||||||||||||
22
|
Loan
|
28
|
CCRE
|
Sheffield Square Professional Center
|
No
|
Yes
|
22
|
|||||||||||||||||||
23
|
Loan
|
CGMRC
|
114 Old Country Road
|
No
|
Yes
|
23
|
||||||||||||||||||||
24
|
Loan
|
29
|
SMF I
|
Holiday Inn Express Raleigh SW - NC State
|
No
|
Yes
|
24
|
|||||||||||||||||||
25
|
Loan
|
CGMRC
|
Steele Creek Crossing
|
No
|
Yes
|
25
|
||||||||||||||||||||
26
|
Loan
|
SMF I
|
South Industrial Portfolio
|
Yes
|
26
|
|||||||||||||||||||||
26.01
|
Property
|
2705 South Industrial
|
No
|
Yes
|
26.01
|
|||||||||||||||||||||
26.02
|
Property
|
2725 South Industrial
|
No
|
Yes
|
26.02
|
|||||||||||||||||||||
26.03
|
Property
|
2805 South Industrial
|
No
|
Yes
|
26.03
|
|||||||||||||||||||||
27
|
Loan
|
CCRE
|
Carrollwood Palms Apartments
|
No
|
Yes
|
27
|
||||||||||||||||||||
28
|
Loan
|
30, 31
|
SMF I
|
Sawgrass Apartments
|
No
|
Yes
|
28
|
|||||||||||||||||||
29
|
Loan
|
CGMRC
|
Cherry Road Crossing
|
No
|
Yes
|
29
|
||||||||||||||||||||
30
|
Loan
|
CGMRC
|
Pearl Self Storage
|
No
|
Yes
|
30
|
||||||||||||||||||||
31
|
Loan
|
8, 32
|
CGMRC
|
Devonshire Apartments
|
No
|
Yes
|
31
|
|||||||||||||||||||
32
|
Loan
|
SMF I
|
Sun Shadow Square
|
No
|
Yes
|
32
|
||||||||||||||||||||
33
|
Loan
|
8
|
CCRE
|
Springhill Suites Quakertown
|
No
|
Yes
|
33
|
|||||||||||||||||||
34
|
Loan
|
SMF I
|
Mr. Stor-it Portfolio
|
Yes
|
34
|
|||||||||||||||||||||
34.01
|
Property
|
3308 Bayside Lakes Boulevard
|
No
|
Yes
|
34.01
|
|||||||||||||||||||||
34.02
|
Property
|
500 North Cocoa Boulevard
|
No
|
Yes
|
34.02
|
|||||||||||||||||||||
34.03
|
Property
|
500 Cone Road
|
No
|
Yes
|
34.03
|
|||||||||||||||||||||
35
|
Loan
|
33
|
SMF I
|
Atlantic Station Shopping Center
|
No
|
Yes
|
35
|
|||||||||||||||||||
36
|
Loan
|
21
|
SMF I
|
Hagerstown Shopping Center
|
No
|
Yes
|
36
|
|||||||||||||||||||
37
|
Loan
|
CGMRC
|
The Chimneys Apartments
|
No
|
Yes
|
37
|
Cut-off Date
|
||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Ground
|
Ground Lease
|
Annual Ground
|
Cut-off Date
|
B Note
|
Mezzanine
|
Mezzanine Debt
|
Terrorism Insurance
|
Control
|
|||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Property Name
|
Lease Y/N
|
Expiration Date
|
Lease Payment ($)
|
B Note Balance ($)
|
Interest Rate
|
Debt Balance($)
|
Interest Rate
|
Required
|
Number
|
|||||||||||||
38
|
Loan
|
GSMC
|
500 Seaview
|
No
|
Yes
|
38
|
||||||||||||||||||||
39
|
Loan
|
The Bancorp Bank
|
Page Plaza
|
No
|
Yes
|
39
|
||||||||||||||||||||
40
|
Loan
|
CCRE
|
Highlands Ranch Village Center
|
No
|
Yes
|
40
|
||||||||||||||||||||
41
|
Loan
|
34
|
CCRE
|
411 Granby Street
|
No
|
Yes
|
41
|
|||||||||||||||||||
42
|
Loan
|
35
|
SMF I
|
Market Strategies Building
|
Yes
|
12/31/2078
|
101,147
|
Yes
|
42
|
|||||||||||||||||
43
|
Loan
|
36
|
The Bancorp Bank
|
Holly Hill Plaza
|
No
|
Yes
|
43
|
|||||||||||||||||||
44
|
Loan
|
CGMRC
|
Woodlands Village Self Storage
|
No
|
Yes
|
44
|
||||||||||||||||||||
45
|
Loan
|
The Bancorp Bank
|
Renton Central Highlands Plaza
|
No
|
Yes
|
45
|
||||||||||||||||||||
46
|
Loan
|
SMF I
|
710 Avis and Liberty Plaza Portfolio
|
Yes
|
46
|
|||||||||||||||||||||
46.01
|
Property
|
710 Avis
|
No
|
Yes
|
46.01
|
|||||||||||||||||||||
46.02
|
Property
|
Liberty Plaza
|
No
|
Yes
|
46.02
|
|||||||||||||||||||||
47
|
Loan
|
37
|
SMF I
|
Civic Center Plaza
|
No
|
Yes
|
47
|
|||||||||||||||||||
48
|
Loan
|
CGMRC
|
Denton Towne Crossing
|
No
|
Yes
|
48
|
||||||||||||||||||||
49
|
Loan
|
8, 38, 39
|
CCRE
|
Canyon View Marketplace
|
No
|
Yes
|
49
|
|||||||||||||||||||
50
|
Loan
|
8
|
SMF I
|
Churton Grove Center
|
No
|
Yes
|
50
|
|||||||||||||||||||
51
|
Loan
|
The Bancorp Bank
|
Best Western Oceanfront
|
No
|
Yes
|
51
|
||||||||||||||||||||
52
|
Loan
|
40
|
SMF I
|
St. Cloud Retail
|
No
|
Yes
|
52
|
|||||||||||||||||||
53
|
Loan
|
CGMRC
|
McCreless Shopping Center
|
No
|
Yes
|
53
|
||||||||||||||||||||
54
|
Loan
|
41
|
CCRE
|
340 Court Street
|
No
|
Yes
|
54
|
|||||||||||||||||||
55
|
Loan
|
The Bancorp Bank
|
301 South Livingston Ave
|
No
|
Yes
|
55
|
||||||||||||||||||||
56
|
Loan
|
CGMRC
|
Stanford Townhomes
|
No
|
Yes
|
56
|
||||||||||||||||||||
57
|
Loan
|
The Bancorp Bank
|
The Villages at Laurel Meadows
|
No
|
Yes
|
57
|
||||||||||||||||||||
58
|
Loan
|
8
|
CGMRC
|
Walgreens - Rock Hill, SC
|
No
|
Yes
|
58
|
|||||||||||||||||||
59
|
Loan
|
The Bancorp Bank
|
Honeytree Apartments
|
No
|
Yes
|
59
|
||||||||||||||||||||
60
|
Loan
|
42
|
CCRE
|
Plantation Center
|
No
|
Yes
|
60
|
|||||||||||||||||||
61
|
Loan
|
The Bancorp Bank
|
Sooner Crossing
|
No
|
Yes
|
61
|
||||||||||||||||||||
62
|
Loan
|
The Bancorp Bank
|
540 Officenter Place
|
No
|
Yes
|
62
|
||||||||||||||||||||
63
|
Loan
|
The Bancorp Bank
|
Willow Pond Plaza
|
No
|
Yes
|
63
|
||||||||||||||||||||
64
|
Loan
|
The Bancorp Bank
|
Office Depot
|
No
|
No
|
64
|
||||||||||||||||||||
65
|
Loan
|
SMF I
|
Mill River Retail
|
No
|
Yes
|
65
|
Footnotes to Annex A
|
|
(1)
|
The Administrative Fee Rate includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Trustee/Certificate Administrator Fee Rate and the Commercial Real Estate Finance Counsel (CREFC®) Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
|
(2)
|
The monthly debt service shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period.
|
(3)
|
The open period is inclusive of the Maturity Date.
|
(4)
|
Underwritten NCF DSCR is calculated based on amortizing debt service payments (except for interest-only loans).
|
(5)
|
Occupancy reflects tenants that have signed leases, but are not yet in occupancy or may not be paying rent.
|
(6)
|
The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease prior to the expiration date shown. In addition, in some instances, a tenant may have the right to assign its lease or sublease the leased premises and be released from its obligations under the lease.
|
(7)
|
If the purpose of the Mortgage Loan was to finance an acquisition of the Mortgaged Property, the field "Principal's New Cash Contribution" reflects the cash investment by one or more of the equity owners in the borrower in connection with such acquisition. If the purpose of the Mortgage Loan was to refinance the Mortgaged Property, the field "Principal's New Cash Contribution" reflects the cash contributed to the borrower by one or more of the equity owners at the time the Mortgage Loan was originated.
|
(8)
|
The Appraised Value presents the "As-Is" Appraised Value of the Mortgaged Property. The Cut-off Date LTV Ratio is calculated on the basis of such "As-Is" Appraised Value. The LTV Ratio at Maturity is calculated in whole or in part on the basis of the "As Stabilized" Appraised Value.
|
(9)
|
The Ernst & Young Tower Loan is additionally secured by an accommodation second mortgage lien given by the Cleveland-Cuyahoga County Port Authority on such entity’s fee interest in the related property.
|
(10)
|
As of the origination date of the Ernst & Young Tower Loan, the annual rent payable under the Lease was $2,198,098.14, consisting of $2,164,281.24 for base rent and approximately $33,816.90 for additional rent. The portion of the Lease payments representing base rent correlates to the borrower’s payment obligations under the subordinate loans, and the additional rent represents an annual fee due and owing to the ground lessor equal to 0.125% of the outstanding principal balance of the subordinate loans.
|
(11)
|
The Appraised Value of $133,775,000 takes into account the appraiser’s estimated value of the PILOT program of $2,775,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio without taking into account the value of the PILOT program are 61.0% and 49.5%, respectively.
|
(12)
|
Upon the earlier to occur of (i) July 18, 2016 and (ii) the occurrence of an Outlet Shoppes at Atlanta trigger period or an event of default, the borrower will be required to fund a tenant improvements and leasing commissions reserve on each Due Date in an amount equal to $30,924.83, up to a cap of $742,196.
|
(13)
|
The Cut-off Date Principal Balance of $75,000,000 represents the non-controlling Note A-3-2 of a $580.0 million whole loan evidenced by six pari passu notes, the other five of which are the controlling Note A-1, non-controlling Note A-2, non-controlling Note A-3-1, non-controlling Note A-4-1, and non-controlling Note A-4-2 pari passu companion loans, with original principal balances of $145.0 million, $145.0 million, $70.0 million, $110.0 million and $35.0 million, respectively. The controlling Note A-1 pari passu companion loan, with an original principal balance of $145.0 million, was contributed to the COMM 2013-CCRE12 transaction. The non-controlling Note A-2 pari passu companion loan, with an original principal balance of $145.0 million, was contributed to the COMM 2013-CCRE11 transaction. The non-controlling Note A-3-1 pari passu companion loan, with an original principal balance of $70.0 million, was contributed to the GSMS 2013-GCJ16 transaction. The non-controlling Note A-4-1 pari passu companion loan, with an original principal balance of $110.0 million, was contributed to the JPMBB 2013-C15 transaction. The non-controlling Note A-4-2 pari passu companion loan, with an original principal balance of $35.0 million, is expected to be contributed to the JPMCC 2013-C16 transaction.
|
(14)
|
The loan provides, on a single occasion in any 12 month period, for a three day grace period following a default in debt service payment. The grace period excludes the payment on the maturity date of the mortgage loan.
|
(15)
|
The lockout period will be at least 27 payment dates beginning with and including the first payment date of October 6, 2013. Defeasance of the full $580.0 million Miracle Mile whole loan is permitted after the due date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) January 6, 2016. For the purposes of this free writing prospectus, the assumed lockout period of 27 months is based on the expected CGCMT 2013-GC17 securitization closing date in December 2013. The actual lockout period may be longer. The release of certain vacant, non-income producing and unimproved collateral is permitted. With respect to one such parcel, the borrower has requested release.
|
(16)
|
The Underwritten NOI DSCR, Underwritten NCF DSCR, Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Underwritten NOI Debt Yield, Underwritten NCF Debt Yield and Loan per Net Rentable Area are calculated based on the mortgage loan included in the issuing entity and the related pari passu companion loans in the aggregate.
|
(17)
|
The One Union Square Property is a 42,256 SF, seven-story, mixed use building with approximately 27,085 SF of retail space, 14,630 SF of office space and 541 SF of non-revenue storage/basement space.
|
(18)
|
The borrower is required to fund an ongoing replacement reserve in the monthly amount of one-twelfth of 5% of the annual gross revenue generated at the Mortgaged Property.
|
(19)
|
Tenant reserves in the amount of $1,403,651 was escrowed at origination to cover outstanding tenant improvement and leasing obligations required under the Conn's Inc. and Simply Mac tenant leases.
|
(20)
|
Commencing on the Due Date occurring in November 2013 and continuing up to and including the Due Date occurring in December 2016, the borrower is required to fund an ongoing TI/LC reserve in the monthly amount of $8,651, subject to a cap of $375,000. Commencing on the Due Date occurring in January 2017 and continuing on each monthly Due Date until the Mortgage Loan is paid in full, the borrower is required to fund an ongoing TI/LC reserve in the monthly amount of $8,651, subject to a cap of $250,000.
|
(21)
|
The borrower acquired the Mortgaged Properties in March 2012 and as such, the financial information presented represents annualized results for April through December 2012.
|
(22)
|
A tenant buildout reserve in the amount of $1,727,202 was escrowed at origination to cover outstanding tenant improvement and leasing obligations required under the Conn's Inc. and El Alteno Mexican Restaurant tenant leases.
|
(23)
|
A tenant buildout reserve in the amount of $692,296 was escrowed at origination to cover outstanding tenant improvement and leasing obligations required under the Satellite Healthcare, Inc. and 24 Hour Fitness tenant leases.
|
(24)
|
The monthly tax escrow represents the estimated monthly taxes associated with the retail tenant. The portion of the 22 East 60th Property leased by FIAF was exempt from real estate taxes due to, among other things, FIAF’s not-for-profit status. In connection with the transfer of the Mortgaged Property to the borrower, the borrower reapplied for a new exemption.
|
(25)
|
With respect to the 22 East 60th Loan, which Mortgage Loan is described as having a springing lockbox, with respect to the Le Bilboquet restaurant tenant, the lockbox is hard.
|
(26)
|
The borrower is required to fund an ongoing replacement reserve in the monthly amount of one-twelfth of 5% of the annual gross revenue generated at the Mortgaged Property.
|
(27)
|
During the continuance of a Food Lion Trigger Period (as defined in the Mortgage Loan documents), the borrower is required to deposit all excess cash flow into a TI/LC reserve relating to the Food Lion space.
|
(28)
|
The borrower is required to fund an ongoing TI/LC reserve in the monthly amount of $9,435.42 at the Sheffield Square Professional Center Mortgaged Property, subject to a cap of $339,675.
|
(29)
|
The borrower is required to fund an ongoing replacement reserve in the monthly amount of one-twelfth of 4% of the annual gross revenue generated at the Mortgaged Property, subject to a cap of $500,000.
|
(30)
|
Commencing on the due date occurring in November 2020 and continuing on each monthly Due Date until the Mortgage Loan is paid in full, the borrower is required to fund a replacement reserve in the monthly amount of $3,389.
|
(31)
|
The borrower is required to maintain a minimum replacement reserve balance of $258,468.74 prior to the Due Date occurring in November 2014, $217,802.74 prior to the Due Date occurring in November 2015, $177,136.74 prior to the Due Date occurring in November 2016, $136,470.74 prior to the Due Date occurring in November 2017, $95,804.74 prior to the Due Date occurring in November 2018, $55,138.74 prior to the Due Date occurring in November 2019 and $14,472.74 prior to the Due Date occurring in November 2020.
|
(32)
|
Cut-off Date LTV Ratio is calculated net of the $885,000 capital improvements reserve. The Cut-off Date LTV Ratio calculated based on the fully funded loan amount of $9,085,000 and “as-is” appraised value of $11,000,000 is 82.6%. The Cut-off Date LTV Ratio calculated based on the fully funded loan amount of $9,085,000 and “as-stabilized” appraised value of $13,900,000 is 65.4%.
|
(33)
|
The borrower is required to fund a I/O Insurance Backstop Reserve in the monthly amount of $10,038.41, subject to a cap of $240,921.84 and an Supplemental Insurance Reserve in the monthly amount of $10,000, subject to a cap of $240,000.
|
(34)
|
The property is comprised of 49 multifamily units and 8,550 SF of retail space.
|
(35)
|
During the continuance of a Tenant Trigger Period (as defined in the loan documents), the borrower is required to deposit all excess cash flow into a TI/LC reserve, subject to a cap of $1,792,260.
|
(36)
|
The TI/LC Cap shall be $50,000 at any time subsequent to (i) Winn Dixie renewing its lease for substantially all of the portion of its space, or (ii) an acceptable replacement tenant takes occupancy of the Winn Dixie space at terms acceptable to lender.
|
(37)
|
The Mortgaged Property is comprised of 116 multifamily units and 55,947 SF of office space. The occupancy presented in the annex is based on only the multifamily portion of the Mortgaged Property. The office space portion of the Mortgaged Property is 74.1% occupied as of 8/1/2013.
|
(38)
|
Commencing on the due date occurring in October 2013 and continuing up to and including the due date occurring in October 2016, the borrower is required to fund a TI/LC reserve in the monthly amount of $3,042.29. Commencing on the due date occurring in November 2016 and continuing on each monthly due date until the Mortgage Loan is paid in full, the borrower is required to fund a TI/LC reserve in the monthly amount of $4,473.96. Monthly deposits into the TI/LC reserve are only required if the balance of the TI/LC reserve is less than $250,000.
|
(39)
|
Upon an Ulta Trigger Event, as defined in the Mortgage Loan documents, the Mortgage Loan requires the borrower to post a letter of credit or cash deposit in amount equal to $250,000.
|
(40)
|
The sponsor of the Mortgage Loan acquired the prior loan on the Mortgaged Property in 2011 and ultimately foreclosed on the Mortgaged Property. Financial information for 2011 was not available.
|
(41)
|
The Largest Tenant at the 340 Court Street Mortgaged Property, TD Bank (3,426 SF), has a signed lease but is not yet in occupancy.
|
(42)
|
With respect to the Plantation Center Loan, which Mortgage Loan is described as having a hard lockbox, with respect to all tenants other than Palmetto Therapy, Inc., Santa Fe Café and Plantation Gallery, the lockbox is Springing.
|
Citigroup
|
Goldman, Sachs & Co.
|
Co-Lead Managers and Joint Bookrunners
|
|
Drexel Hamilton
|
RBS
|
Co-Managers
|
CERTIFICATE SUMMARY
|
Offered Class
|
Initial Certificate Principal
Amount or Notional Amount(1) |
Approximate
Initial Credit Support |
Initial Pass-
Through Rate(2) |
Pass-Through
Rate Description |
Expected
Wtd. Avg. Life (Yrs)(3) |
Expected Principal
Window(3) |
||||||||||
Class A-1
|
$
|
46,093,000
|
30.000
|
%(4)
|
1.102%
|
Fixed
|
2.62
|
01/14 – 09/18
|
||||||||
Class A-2
|
$
|
192,952,000
|
30.000
|
%(4)
|
2.962%
|
Fixed
|
4.88
|
09/18 – 11/18
|
||||||||
Class A-3
|
$
|
120,000,000
|
30.000
|
%(4)
|
3.854%
|
Fixed
|
9.76
|
09/23 – 10/23
|
||||||||
Class A-4
|
$
|
192,342,000
|
30.000
|
%(4)
|
4.131%
|
Fixed
|
9.84
|
10/23 – 11/23
|
||||||||
Class A-AB
|
$
|
55,534,000
|
30.000
|
%(4)
|
3.675%
|
Fixed
|
7.43
|
11/18 – 09/23
|
||||||||
Class X-A
|
$
|
676,284,000
|
(5)
|
N/A
|
1.559%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||||
Class X-B
|
$
|
54,189,000
|
(5)
|
N/A
|
0.011%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||||
Class A-S(7)
|
$
|
69,363,000
|
(8)
|
22.000
|
%
|
4.544%
|
Fixed
|
9.92
|
11/23 – 11/23
|
|||||||
Class B(7)
|
$
|
54,189,000
|
(8)
|
15.750
|
%
|
5.095%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
|||||||
Class PEZ(7)
|
$
|
157,150,000
|
(8)
|
11.875
|
%(10)
|
(11)
|
(11)
|
9.92
|
11/23 – 11/23
|
|||||||
Class C(7)
|
$
|
33,598,000
|
(8)
|
11.875
|
%(10)
|
5.106%
|
WAC(12)
|
9.92
|
11/23 – 11/23
|
|||||||
Non-Offered Class
|
Initial Certificate Principal
Amount or Notional Amount(1) |
Approximate
Initial Credit Support |
Initial Pass-
Through Rate(2) |
Pass-Through
Rate Description |
Expected
Wtd. Avg. Life (Yrs)(3) |
Expected Principal
Window(3) |
||||||||||
Class X-C
|
$
|
17,341,000
|
(5)
|
N/A
|
0.856%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||||
Class X-D
|
$
|
43,351,987
|
(5)
|
N/A
|
0.856%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||||
Class D
|
$
|
42,267,000
|
7.000
|
%
|
5.106%
|
WAC(12)
|
9.92
|
11/23 – 11/23
|
||||||||
Class E
|
$
|
17,341,000
|
5.000
|
%
|
4.250%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
||||||||
Class F
|
$
|
8,670,000
|
4.000
|
%
|
4.250%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
||||||||
Class G
|
$
|
34,681,987
|
0.000
|
%
|
4.250%
|
WAC Cap(9)
|
9.92
|
11/23 – 11/23
|
||||||||
Class S(13)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||
Class R(14)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(1)
|
Approximate, subject to a variance of plus or minus 5%.
|
(2)
|
Approximate per annum rate as of the closing date.
|
(3)
|
Assuming no prepayments prior to maturity date or anticipated repayment date, as applicable, for each mortgage loan and based on the Modeling Assumptions set forth under “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement.
|
(4)
|
The credit support percentages set forth for the Class A-1, Class A-2, Class A-3, Class A-4, and Class A-AB certificates are represented in the aggregate.
|
(5)
|
The Class X-A, Class X-B, Class X-C and Class X-D certificates (the “Class X Certificates”) will not have certificate principal amounts and will not be entitled to receive distributions of principal. Interest will accrue on the Class X-A, Class X-B, Class X-C and Class X-D certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of the Class X-A certificates will be equal to the aggregate of the certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4, and Class A-AB certificates and the Class A-S trust component. The notional amount of the Class X-B certificates will be equal to the certificate principal amount of the Class B trust component. The notional amount of the Class X-C certificates will be equal to the certificate principal amount of the Class E certificates. The notional amount of the Class X-D certificates will be equal to the aggregate of the certificate principal amounts of the Class F and Class G certificates.
|
(6)
|
The pass-through rate on the Class X-A certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component, as described in the Prospectus Supplement. The pass-through rate on the Class X-B certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class B trust component, as described in the Prospectus Supplement. The pass-through rate on the Class X-C certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the pass-through rate of the Class E certificates, as described in the Prospectus Supplement. The pass-through rate on the Class X-D certificates will generally be a per annum rate equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) over (ii) the weighted average of the pass-through rates of the Class F and Class G certificates, as described in the Prospectus Supplement.
|
(7)
|
The Class A-S, Class B and Class C certificates may be exchanged for Class PEZ certificates, and Class PEZ certificates may be exchanged for the Class A-S, Class B and Class C certificates. The Class A-S, Class B, Class PEZ and Class C certificates are collectively referred to as the “Exchangeable Certificates”.
|
(8)
|
On the closing date, the issuing entity will issue the Class A-S, Class B and Class C trust components, which will have outstanding principal balances on the closing date of $69,363,000, $54,189,000 and $33,598,000, respectively. The Exchangeable Certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust components. Each class of the Exchangeable Certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class A-S, Class B and/or Class C trust components. Following any exchange of Class A-S, Class B and Class C certificates for Class PEZ certificates or any exchange of Class PEZ certificates for Class A-S, Class B and Class C certificates, the percentage interests of the outstanding principal balances of the Class A-S, Class B and Class C trust components that is represented by the Class A-S, Class B, Class PEZ and Class C certificates will be increased or decreased accordingly. The initial certificate principal amount of each class of the Class A-S, Class B and Class C certificates shown in the table above represents the maximum certificate principal amount of such class without giving effect to any issuance of Class PEZ certificates. The initial certificate principal amount of the Class PEZ certificates shown in the table above is equal to the aggregate of the maximum initial certificate principal amounts of the Class A-S, Class B and Class C certificates, representing the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange. The actual certificate principal amount of any class of Exchangeable Certificates issued on the closing date may be less than the maximum certificate principal amount of that class and may be zero. The certificate principal amounts of the Class A-S, Class B and Class C certificates to be issued on the closing date will be reduced, in the required proportions, by an amount equal to the certificate principal amount of the Class PEZ certificates issued on the closing date, if any. The total certificate principal amount of offered certificates shown on the cover of this term sheet includes the maximum certificate principal amount of Exchangeable Certificates that could be outstanding on the closing date equal to $157,150,000 (subject to a variance of plus or minus 5%).
|
CERTIFICATE SUMMARY (continued)
|
(9)
|
For any distribution date, the pass-through rates on the Class B, Class E, Class F and Class G certificates will each be a per annum rate equal to the lesser of (i) the initial pass-through rate specified in the table and the (ii) weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.
|
(10)
|
The initial subordination levels for the Class C and Class PEZ certificates are equal to the subordination level of the underlying Class C trust component, which will have an initial outstanding balance on the closing date of $33,598,000.
|
(11)
|
The Class PEZ certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class A-S, Class B and Class C trust components represented by the Class PEZ certificates. The pass-through rates on the Class A-S, Class B and Class C trust components will at all times be the same as the pass-through rates of the Class A-S, Class B and Class C certificates, respectively.
|
(12)
|
For any distribution date, the pass-through rates on the Class C and Class D certificates will each be a per annum rate equal to the weighted average of the net interest rates on the mortgage loans (in each case, adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) as of their respective due dates in the month preceding the month in which the related distribution date occurs.
|
(13)
|
The Class S certificates will not have a certificate principal amount, notional amount, pass-through rate, rating or rated final distribution date. The Class S certificates will only be entitled to distributions of excess interest accrued on the mortgage loans with an anticipated repayment date. See “Description of the Mortgage Pool – Certain Terms of the Mortgage Loans – ARD Loans” in the Prospectus Supplement.
|
(14)
|
The Class R certificates will not have a certificate principal amount, notional amount, pass-through rate, rating or rated final distribution date. The Class R certificates will represent the residual interests in each of two separate REMICs, as further described in the Prospectus Supplement. The Class R certificates will not be entitled to distributions of principal or interest.
|
MORTGAGE POOL CHARACTERISTICS
|
Mortgage Pool Characteristics(1)
|
|
Initial Pool Balance
|
$867,030,987
|
Number of Mortgage Loans
|
65
|
Number of Mortgaged Properties
|
70
|
Average Cut-off Date Mortgage Loan Balance
|
$13,338,938
|
Weighted Average Mortgage Interest Rate
|
5.1308%
|
Weighted Average Remaining Term to Maturity/ARD (months)(2)
|
104
|
Weighted Average Remaining Amortization Term (months)(3)
|
349
|
Weighted Average Cut-off Date LTV Ratio(4)
|
65.2%
|
Weighted Average Maturity Date/ARD LTV Ratio(2)(5)
|
55.7%
|
Weighted Average Underwritten Debt Service Coverage Ratio(6)
|
1.59x
|
Weighted Average Debt Yield on Underwritten NOI(7)
|
10.8%
|
% of Mortgage Loans with Additional Debt
|
10.6%
|
% of Mortgaged Properties with Single Tenants
|
4.2%
|
(1)
|
The Miracle Mile Shops mortgage loan has five related pari passu companion loans, and the loan-to-value ratio, debt service coverage ratio and debt yield calculations presented in this Term Sheet include the related pari passu companion loans unless otherwise indicated. This loan will be serviced pursuant to the pooling and servicing agreement for the COMM 2013-CCRE12 transaction. Other than as specifically noted, the loan-to-value ratio, debt service coverage ratio, debt yield and mortgage loan rate information for each mortgage loan is presented in this Term Sheet without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness.
|
(2)
|
Unless otherwise indicated, mortgage loans with anticipated repayment dates are considered as if they mature on the anticipated repayment date.
|
(3)
|
Excludes mortgage loans that are interest only for the entire term.
|
(4)
|
Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to The Outlet Shoppes at Atlanta mortgage loan, the Cut-off Date LTV Ratio was calculated based on an appraised value which takes into account the appraiser’s estimated value of a PILOT program of $2,775,000. With respect to the Devonshire Apartments mortgage loan, the Cut-off Date LTV Ratio was calculated based on the cut-off date principal balance of the mortgage loan net of the related capital improvement reserve of $885,000. The Cut-off Date LTV Ratio of the Devonshire Apartments mortgage loan without netting the related reserve is 82.6%. The Cut-Off Date LTV Ratio of the mortgage pool without taking into account the PILOT program for The Outlet Shoppes at Atlanta mortgage loan and netting the related reserve for the Devonshire Apartments mortgage loan is 65.4%. See “Description of the Mortgage Pool–Certain Calculations and Definitions” in the Prospectus Supplement for a description of the Cut-Off Date LTV Ratio.
|
(5)
|
Unless otherwise indicated, the Maturity Date/ARD LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to 12 mortgage loans representing approximately 27.6% of the initial pool balance, the respective Maturity Date/ARD LTV Ratios were each calculated using the related aggregate “as stabilized” appraised value. See “Description of the Mortgage Pool—–Certain Calculations and Definitions” in the Prospectus Supplement for a description of Maturity Date LTV Ratio.
|
(6)
|
Unless otherwise indicated, the Underwritten Debt Service Coverage Ratio is calculated by taking the Underwritten Net Cash Flow from the related mortgaged property or mortgaged properties and dividing by the annual debt service for such mortgage loan, as adjusted in the case of mortgage loans with a partial interest only period by using the first 12 amortizing payments due instead of the actual interest only payment. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Prospectus Supplement for a description of Underwritten Debt Service Coverage Ratio.
|
(7)
|
Unless otherwise indicated, the Debt Yield on Underwritten NOI is the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of the mortgage loan, and the Debt Yield on Underwritten NCF is the related mortgaged property’s Underwritten NCF divided by the Cut-off Date Balance of the mortgage loan.
|
KEY FEATURES OF THE CERTIFICATES
|
Co-Lead Managers and
Joint Bookrunners:
|
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
|
Co-Managers:
|
Drexel Hamilton, LLC and RBS Securities Inc.
|
Depositor:
|
Citigroup Commercial Mortgage Securities Inc.
|
Initial Pool Balance:
|
$867,030,987
|
Master Servicer:
|
Wells Fargo Bank, National Association
|
Special Servicer:
|
LNR Partners, LLC
|
Certificate Administrator:
|
Citibank, N.A.
|
Trustee:
|
U.S. Bank National Association
|
Operating Advisor:
|
Pentalpha Surveillance LLC
|
Pricing:
|
Week of November 18, 2013
|
Closing Date:
|
December 9, 2013
|
Cut-off Date:
|
For each mortgage loan, the related due date for such mortgage loan in December 2013
|
Determination Date:
|
The 6th day of each month or next business day
|
Distribution Date:
|
The 4th business day after the Determination Date, commencing in January 2014
|
Interest Accrual:
|
Preceding calendar month
|
ERISA Eligible:
|
The offered certificates are expected to be ERISA eligible
|
SMMEA Eligible:
|
No
|
Payment Structure:
|
Sequential Pay
|
Day Count:
|
30/360
|
Tax Structure:
|
REMIC
|
Rated Final Distribution Date:
|
November 2046
|
Cleanup Call:
|
1.0%
|
Minimum Denominations:
|
$10,000 minimum for the offered certificates (except with respect to Class X-A and Class X-B: $1,000,000 minimum); $1 thereafter for all the offered certificates, except Class PEZ certificates will not have a minimum denomination
|
Delivery:
|
Book-entry through DTC
|
Bond Information:
|
Cash flows are expected to be modeled by TREPP, INTEX and BLOOMBERG
|
TRANSACTION HIGHLIGHTS
|
■
|
$867,030,987 (Approximate) New-Issue Multi-Borrower CMBS:
|
|
—
|
Overview: The mortgage pool consists of 65 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $867,030,987 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $13,338,938 and are secured by 70 mortgaged properties located throughout 24 states
|
|
—
|
LTV: 65.2% weighted average Cut-off Date LTV Ratio
|
|
—
|
DSCR: 1.59x weighted average Underwritten Debt Service Coverage Ratio
|
|
—
|
Debt Yield: 10.8% weighted average Debt Yield on Underwritten NOI
|
|
—
|
Credit Support: 30.000% credit support to Class A-1 / A-2 / A-3 / A-4 / A-AB
|
■
|
Loan Structural Features:
|
|
—
|
Amortization: 85.0% of the mortgage loans by Initial Pool Balance have scheduled amortization:
|
|
–
|
45.0% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity or anticipated repayment date
|
|
–
|
39.9% of the mortgage loans by Initial Pool Balance have scheduled amortization following a partial interest only period with a balloon payment due at maturity
|
|
■
|
Hard Lockboxes: 51.8% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place
|
|
■
|
Cash Traps: 82.7% of the mortgage loans by Initial Pool Balance have cash traps triggered by certain declines in cash flow, all at levels equal to or greater than a 1.00x coverage, that fund an excess cash flow reserve
|
|
■
|
Reserves: The mortgage loans require amounts to be escrowed for reserves as follows:
|
|
–
|
Real Estate Taxes: 59 mortgage loans representing 93.1% of the Initial Pool Balance
|
|
–
|
Insurance: 45 mortgage loans representing 54.7% of the Initial Pool Balance
|
|
–
|
Replacement Reserves (Including FF&E Reserves): 58 mortgage loans representing 81.0% of Initial Pool Balance
|
|
–
|
Tenant Improvements / Leasing Commissions: 38 mortgage loans representing 79.0% of the allocated Initial Pool Balance of office, retail, industrial and mixed use properties only
|
|
■
|
Predominantly Defeasance: 73.3% of the mortgage loans by Initial Pool Balance permit defeasance after an initial lockout period
|
■
|
Multiple-Asset Types > 5.0% of the Initial Pool Balance:
|
|
—
|
Retail: 49.1% of the mortgaged properties by allocated Initial Pool Balance are retail properties (23.3% are anchored retail properties, 9.2% are outlet mall properties, 8.7% are super regional properties)
|
|
—
|
Office: 19.9% of the mortgaged properties by allocated Initial Pool Balance are office properties
|
|
—
|
Hospitality: 11.3% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties
|
|
—
|
Mixed Use: 9.5% of the mortgaged properties by allocated Initial Pool Balance are mixed use properties
|
|
—
|
Multifamily: 5.9% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties
|
■
|
Geographic Diversity: The 70 mortgaged properties are located throughout 24 states, with only one state having greater than 10.0% of the allocated Initial Pool Balance: Ohio (12.0%)
|
COLLATERAL OVERVIEW
|
Mortgage Loans by Loan Seller
|
||||||||||
Mortgage Loan Seller
|
Mortgage Loans
|
Mortgaged
Properties |
Aggregate Cut-off
Date Balance |
% of Initial
Pool Balance |
||||||
Citigroup Global Markets Realty Corp.
|
19
|
19
|
$360,598,131
|
41.6
|
% | |||||
Starwood Mortgage Funding I LLC
|
21
|
26
|
249,881,113
|
28.8
|
||||||
Goldman Sachs Mortgage Company
|
4
|
4
|
118,844,726
|
13.7
|
||||||
Cantor Commercial Real Estate Lending, L.P.
|
10
|
10
|
88,000,174
|
10.1
|
||||||
The Bancorp Bank
|
11
|
11
|
49,706,845
|
5.7
|
||||||
Total
|
65
|
70
|
$867,030,987
|
100.0
|
% |
Ten Largest Mortgage Loans
|
||||||||||||||||||||
Mortgaged Property Name
|
Cut-off Date
Balance |
% of
Initial Pool Balance |
Property
Type |
Property Size
SF / Rooms |
Cut-off Date
Balance Per SF / Room |
UW
NCF DSCR |
UW
NOI Debt
Yield |
Cut-off
Date LTV Ratio |
||||||||||||
Ernst & Young Tower
|
$92,000,000
|
10.6
|
% |
Office
|
475,708
|
$193
|
1.24x
|
8.9%
|
68.1%
|
|||||||||||
The Outlet Shoppes at Atlanta
|
79,902,085
|
9.2
|
Retail
|
371,098
|
$215
|
1.69x
|
11.3%
|
59.7%
|
||||||||||||
Miracle Mile Shops
|
75,000,000
|
8.7
|
Retail
|
448,835
|
$1,292
|
1.24x
|
8.4%
|
62.7%
|
||||||||||||
One Union Square
|
50,000,000
|
5.8
|
Mixed Use
|
42,256
|
$1,183
|
1.74x
|
9.5%
|
45.5%
|
||||||||||||
Renaissance Woodbridge
|
34,834,936
|
4.0
|
Hospitality
|
311
|
$112,009
|
1.40x
|
12.6%
|
65.7%
|
||||||||||||
Kings Crossing
|
27,500,000
|
3.2
|
Retail
|
270,805
|
$102
|
1.59x
|
10.7%
|
73.4%
|
||||||||||||
Rivergate Station
|
21,562,500
|
2.5
|
Retail
|
240,318
|
$90
|
1.55x
|
10.6%
|
75.0%
|
||||||||||||
Old Mill District
|
18,954,873
|
2.2
|
Retail
|
167,462
|
$113
|
1.58x
|
10.8%
|
65.4%
|
||||||||||||
Park Place Shopping Center
|
17,850,000
|
2.1
|
Retail
|
150,766
|
$118
|
1.59x
|
10.7%
|
75.0%
|
||||||||||||
22 East 60th
|
16,000,000
|
1.8
|
Mixed Use
|
58,453
|
$274
|
3.91x
|
17.6%
|
24.6%
|
||||||||||||
Top 10 Total / Wtd. Avg.
|
$433,604,394
|
50.0
|
% |
1.56x
|
10.3%
|
62.1%
|
||||||||||||||
Remaining Total / Wtd. Avg.
|
433,426,593
|
50.0
|
1.62x
|
11.3%
|
68.3%
|
|||||||||||||||
Total / Wtd. Avg.
|
$867,030,987
|
100.0
|
% |
1.59x
|
10.8%
|
65.2%
|
Mortgage Loans with Pari Passu Companion Loans
|
||||||||||||||
Mortgaged Property
Name |
Mortgage Loan
Cut-off Date Balance |
% of Initial
Pool Balance |
Pari Passu
Companion Loan Cut-off Date Balance |
Whole Loan
Cut-off Date Balance |
Controlling Pooling &
Servicing Agreement(1) |
Master
Servicer |
Special
Servicer |
|||||||
Miracle Mile Shops
|
$75,000,000
|
8.7%
|
$505,000,000
|
$580,000,000
|
COMM 2013-CCRE12
|
Wells Fargo
|
LNR Partners
|
|
(1)
|
The Miracle Mile Shops mortgage loan will be serviced under the COMM 2013-CCRE12 pooling and servicing agreement pursuant to which Wells Fargo Bank, National Association is the master servicer and LNR Partners, LLC is the special servicer. However, Midland Loan Services, a Division of PNC Bank, National Association, will be the primary servicer of the whole loan pursuant to a primary servicing agreement between Wells Fargo Bank, National Association and Midland Loan Services, a Division of PNC Bank, National Association.
|
COLLATERAL OVERVIEW (continued)
|
Mortgage Loans with Existing Mezzanine or Other Secured Financing | ||||||||||||||||||
Mortgaged Property Name
|
Mortgage
Loan Cut- off Date Balance |
Mezzanine
Debt Cut-off Date Balance |
Other Debt
Cut-off Date Balance |
Cut-off Date
Total Debt Balance |
Total
Debt Interest Rate |
Cut-off
Date Mortgage Loan LTV |
Cut-off
Date Total Debt LTV |
Mortgage
Loan DSCR |
Total
Debt DSCR |
|||||||||
Ernst & Young Tower(1)
|
$92,000,000
|
NA
|
$27,053,516
|
$119,053,516
|
5.9445%
|
68.1%
|
88.2%
|
1.24x
|
0.92x
|
|
(1)
|
The borrower is obligated under the following secured subordinate indebtedness (i) a CIF Loan (as defined in “Ernst & Young Tower–Subordinate Indebtedness”) which has an outstanding balance of $20,000,000, has a fixed interest rate of 8.00%, has a coterminous maturity with the Ernst & Young Tower Loan, and is an interest-only loan, and (ii) an ORDF Loan (as defined in “Ernst & Young Tower–Subordinate Indebtedness”) which has an outstanding balance of $7,053,516, has a fixed interest rate of 8.00%, has a coterminous maturity with the Ernst & Young Tower Loan, and is an interest-only loan. Such indebtedness is secured by a second mortgage lien on the borrower’s leasehold interest in the Ernst & Young Tower Leasehold Property and a third mortgage lien on fee owner’s interest in the Ernst & Young Tower Fee Property. See “Ernst & Young Tower–Subordinate Indebtedness” below for more information on the above-referenced secured subordinate indebtedness.
|
COLLATERAL OVERVIEW (continued)
|
Previously Securitized Mortgaged Properties(1)
|
|||||||||||||||
Mortgaged Property Name
|
Mortgage Loan
Seller |
City
|
State
|
Property Type
|
Cut-off Date
Balance / Allocated Cut- off Date Balance |
% of
Initial Pool Balance |
Previous
Securitization
|
||||||||
Kings Crossing
|
SMF I
|
Shreveport
|
LA
|
Retail
|
$27,500,000
|
3.2%
|
MSC 2006-HQ10
|
||||||||
Old Mill District(2)
|
GSMC
|
Bend
|
OR
|
Retail
|
$18,954,873
|
2.2%
|
GSMS 2004-GG2
|
||||||||
MLMT 2006-C2
|
|||||||||||||||
Keystone Plaza
|
CGMRC
|
North Miami Beach
|
FL
|
Retail
|
$12,724,759
|
1.5%
|
BSCMS 2004-T14
|
||||||||
500 Seaview
|
GSMC
|
Staten Island
|
NY
|
Office
|
$8,000,000
|
0.9%
|
JPMCC 2003-CB7
|
||||||||
Page Plaza
|
The Bancorp Bank
|
Fort Myers
|
FL
|
Retail
|
$7,790,749
|
0.9%
|
WBCMT 2004-C11
|
||||||||
McCreless Shopping Center
|
CGMRC
|
San Antonio
|
TX
|
Retail
|
$4,789,491
|
0.6%
|
GMACC 2001-C1
|
||||||||
Stanford Townhomes
|
CGMRC
|
Southfield
|
MI
|
Multifamily
|
$4,439,947
|
0.5%
|
CASC 1998-D7
|
||||||||
2705 South Industrial(3)
|
SMF I
|
Ann Arbor
|
MI
|
Industrial
|
$4,178,052
|
0.5%
|
MSC 2005-HQ6
|
|
(1)
|
The table above includes mortgaged properties securing mortgage loans for which the most recent prior financing of all or a significant portion of such mortgaged property was included in a securitization. Information under “Previous Securitization” represents the most recent such securitization with respect to each of those mortgaged properties. The information in the above table is based solely on information provided by the related borrower or obtained through searches of a third-party database, and has not otherwise been confirmed by the mortgage loan sellers.
|
|
(2)
|
With respect to the Old Mill District mortgaged property, a portion of the mortgaged property (approximately 101,403 SF) was previously securitized in the GSMS 2004-GG2 transaction and the remaining portion of the mortgaged property (approximately 65,779 SF) was previously securitized in the MLMT 2006-C2 transaction. The mortgage loan that is included in this transaction is a refinance of the loans in those two transactions.
|
|
(3)
|
The 2705 South Industrial mortgaged property is part of the South Industrial Portfolio. The other mortgaged properties that are part of the South Industrial Portfolio that are not listed were not previously securitized.
|
COLLATERAL OVERVIEW (continued)
|
Mortgaged Property Type / Detail
|
Number of
Mortgaged Properties |
Aggregate Cut-
off Date Balance(1) |
% of Initial
Pool Balance |
Wtd. Avg.
Underwritten NCF DSCR(2) |
Wtd. Avg.
Cut-off Date LTV Ratio(2) |
Wtd. Avg.
Debt Yield on Underwritten NOI(2) |
||||||||
Retail
|
31
|
$425,626,178
|
49.1
|
% |
1.53x
|
66.8%
|
10.4%
|
|||||||
Anchored
|
18
|
202,437,387
|
23.3
|
1.56x
|
71.3%
|
10.6%
|
||||||||
Outlet Mall
|
1
|
79,902,085
|
9.2
|
1.69x
|
59.7%
|
11.3%
|
||||||||
Super Regional Mall
|
1
|
75,000,000
|
8.7
|
1.24x
|
62.7%
|
8.4%
|
||||||||
Unanchored
|
6
|
34,195,484
|
3.9
|
1.57x
|
66.0%
|
11.4%
|
||||||||
Single Tenant Retail
|
3
|
20,466,935
|
2.4
|
1.44x
|
66.3%
|
9.8%
|
||||||||
Shadow Anchored
|
2
|
13,624,287
|
1.6
|
1.84x
|
65.5%
|
11.0%
|
||||||||
Office
|
10
|
$172,260,814
|
19.9
|
% |
1.56x
|
67.9%
|
10.3%
|
|||||||
CBD
|
2
|
102,627,000
|
11.8
|
1.33x
|
67.0%
|
9.5%
|
||||||||
General Suburban
|
5
|
46,752,316
|
5.4
|
2.14x
|
66.5%
|
11.9%
|
||||||||
General Urban
|
1
|
11,987,768
|
1.4
|
1.35x
|
75.4%
|
11.1%
|
||||||||
Medical
|
2
|
10,893,731
|
1.3
|
1.44x
|
74.0%
|
10.3%
|
||||||||
Hospitality
|
7
|
$98,128,901
|
11.3
|
% |
1.49x
|
65.7%
|
13.4%
|
|||||||
Full Service
|
2
|
49,886,346
|
5.8
|
1.47x
|
64.6%
|
14.5%
|
||||||||
Limited Service
|
5
|
48,242,556
|
5.6
|
1.51x
|
66.9%
|
12.3%
|
||||||||
Mixed Use
|
5
|
$82,465,002
|
9.5
|
% |
2.11x
|
46.7%
|
11.2%
|
|||||||
Retail/Office
|
1
|
50,000,000
|
5.8
|
1.74x
|
45.5%
|
9.5%
|
||||||||
Office/Retail
|
1
|
16,000,000
|
1.8
|
3.91x
|
24.6%
|
17.6%
|
||||||||
Multifamily/Retail
|
1
|
7,176,311
|
0.8
|
1.29x
|
71.4%
|
8.9%
|
||||||||
Multifamily/Office
|
1
|
6,217,218
|
0.7
|
1.73x
|
74.0%
|
11.5%
|
||||||||
Office/Flex/Retail
|
1
|
3,071,473
|
0.4
|
1.41x
|
67.3%
|
10.4%
|
||||||||
Multifamily
|
8
|
$51,271,630
|
5.9
|
% |
1.49x
|
71.6%
|
10.4%
|
|||||||
Self Storage
|
5
|
$24,468,140
|
2.8
|
% |
1.71x
|
62.5%
|
10.2%
|
|||||||
Industrial
|
4
|
$12,810,322
|
1.5
|
% |
1.44x
|
69.9%
|
10.5%
|
|||||||
Total / Wtd. Avg.
|
70
|
$867,030,987
|
100.0
|
% |
1.59x
|
65.2%
|
10.8%
|
|
(1)
|
Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
|
|
(2)
|
Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
|
COLLATERAL OVERVIEW (continued)
|
Property Location
|
Number of
Mortgaged Properties |
Aggregate Cut-off
Date Balance(1) |
% of Initial
Pool Balance |
Aggregate
Appraised Value(2) |
% of Total
Appraised Value |
Underwritten
NOI(2) |
% of Total
Underwritten NOI |
|||||||||||||
Ohio
|
3
|
$104,193,731
|
12.0
|
% |
$152,250,000
|
7.0
|
% |
$9,538,482
|
7.0
|
% | ||||||||||
California
|
3
|
80,334,925
|
9.3
|
150,850,000
|
6.9
|
7,907,549
|
5.8
|
|||||||||||||
Georgia
|
1
|
79,902,085
|
9.2
|
133,775,000
|
6.1
|
8,996,398
|
6.6
|
|||||||||||||
Nevada
|
1
|
75,000,000
|
8.7
|
925,000,000
|
42.4
|
48,435,953
|
35.7
|
|||||||||||||
Florida
|
11
|
70,727,392
|
8.2
|
104,350,000
|
4.8
|
7,862,719
|
5.8
|
|||||||||||||
New York
|
6
|
63,775,145
|
7.4
|
136,200,000
|
6.2
|
8,167,169
|
6.0
|
|||||||||||||
New Jersey
|
2
|
39,574,905
|
4.6
|
60,600,000
|
2.8
|
4,917,395
|
3.6
|
|||||||||||||
North Carolina
|
6
|
39,102,200
|
4.5
|
59,195,000
|
2.7
|
4,456,745
|
3.3
|
|||||||||||||
Michigan
|
9
|
38,391,842
|
4.4
|
53,875,000
|
2.5
|
4,341,327
|
3.2
|
|||||||||||||
Illinois
|
4
|
33,623,942
|
3.9
|
52,880,000
|
2.4
|
3,991,283
|
2.9
|
|||||||||||||
Oregon
|
2
|
28,154,873
|
3.2
|
47,500,000
|
2.2
|
3,019,030
|
2.2
|
|||||||||||||
Louisiana
|
1
|
27,500,000
|
3.2
|
37,480,000
|
1.7
|
2,951,947
|
2.2
|
|||||||||||||
South Carolina
|
4
|
24,957,826
|
2.9
|
34,050,000
|
1.6
|
2,407,199
|
1.8
|
|||||||||||||
Texas
|
3
|
22,717,259
|
2.6
|
33,230,000
|
1.5
|
2,615,333
|
1.9
|
|||||||||||||
Pennsylvania
|
2
|
22,215,337
|
2.6
|
33,100,000
|
1.5
|
2,782,939
|
2.1
|
|||||||||||||
Tennessee
|
1
|
21,562,500
|
2.5
|
28,750,000
|
1.3
|
2,283,276
|
1.7
|
|||||||||||||
Virginia
|
2
|
18,536,311
|
2.1
|
26,550,000
|
1.2
|
1,851,089
|
1.4
|
|||||||||||||
Arizona
|
2
|
15,467,463
|
1.8
|
22,700,000
|
1.0
|
1,706,866
|
1.3
|
|||||||||||||
West Virginia
|
1
|
15,300,000
|
1.8
|
20,400,000
|
0.9
|
1,534,053
|
1.1
|
|||||||||||||
Missouri
|
1
|
15,051,409
|
1.7
|
24,300,000
|
1.1
|
2,828,635
|
2.1
|
|||||||||||||
Colorado
|
2
|
13,303,093
|
1.5
|
18,890,000
|
0.9
|
1,361,923
|
1.0
|
|||||||||||||
Maryland
|
1
|
8,200,000
|
0.9
|
11,500,000
|
0.5
|
850,924
|
0.6
|
|||||||||||||
Washington
|
1
|
6,542,057
|
0.8
|
9,100,000
|
0.4
|
615,697
|
0.5
|
|||||||||||||
Oklahoma
|
1
|
2,896,692
|
0.3
|
3,890,000
|
0.2
|
297,532
|
0.2
|
|||||||||||||
Total
|
70
|
$867,030,987
|
100.0
|
% |
$2,180,415,000
|
100.0
|
% |
$135,721,463
|
100.0
|
% |
|
(1)
|
Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
|
|
(2)
|
Aggregate Appraised Values and Underwritten NOI reflect the aggregate values with respect to the pari passu companion loans.
|
Distribution of Cut-off Date Balances
|
Distribution of Cut-off Date LTV Ratios(1)
|
|||||||||||||||||||||
% of
|
% of
|
|||||||||||||||||||||
Number of
|
Initial
|
Number of
|
Initial
|
|||||||||||||||||||
Range of Cut-off Date
|
Mortgage
|
Cut-off Date
|
Pool
|
Range of Cut-off
|
Mortgage
|
Cut-off Date
|
Pool
|
|||||||||||||||
Balances ($)
|
Loans
|
Balance
|
Balance
|
Date LTV (%)
|
Loans
|
Balance
|
Balance
|
|||||||||||||||
1,997,899 - 4,999,999
|
14
|
$51,850,756
|
6.0
|
%
|
24.6 - 44.9
|
1
|
$16,000,000
|
1.8
|
%
|
|||||||||||||
5,000,000 - 9,999,999
|
29
|
227,853,969
|
26.3
|
45.0 - 49.9
|
2
|
59,200,000
|
6.8
|
|||||||||||||||
10,000,000 - 14,999,999
|
10
|
123,370,458
|
14.2
|
50.0 - 54.9
|
2
|
14,718,203
|
1.7
|
|||||||||||||||
15,000,000 - 19,999,999
|
5
|
83,156,282
|
9.6
|
55.0 - 59.9
|
5
|
101,064,079
|
11.7
|
|||||||||||||||
20,000,000 - 29,999,999
|
2
|
49,062,500
|
5.7
|
60.0 - 64.9
|
8
|
128,653,983
|
14.8
|
|||||||||||||||
30,000,000 - 49,999,999
|
1
|
34,834,936
|
4.0
|
65.0 - 69.9
|
17
|
273,502,820
|
31.5
|
|||||||||||||||
50,000,000 - 69,999,999
|
1
|
50,000,000
|
5.8
|
70.0 - 74.9
|
24
|
191,191,635
|
22.1
|
|||||||||||||||
70,000,000 - 89,999,999
|
2
|
154,902,085
|
17.9
|
75.0 - 75.5
|
6
|
82,700,268
|
9.5
|
|||||||||||||||
90,000,000 - 92,000,000
|
1
|
92,000,000
|
10.6
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
||||||||||||||
Total
|
65
|
$867,030,987
|
100.0
|
%
|
(1) See footnotes (1) and (4) to the table entitled “Mortgage Pool
|
|||||||||||||||||
Characteristics” above.
|
||||||||||||||||||||||
Distribution of Underwritten DSCRs(1)
|
||||||||||||||||||||||
% of
|
Distribution of Maturity Date/ARD LTV Ratios(1)
|
|||||||||||||||||||||
Number of
|
Initial
|
% of
|
||||||||||||||||||||
Mortgage
|
Cut-off Date
|
Pool
|
Number of
|
Initial
|
||||||||||||||||||
Range of UW DSCR (x)
|
Loans
|
Balance
|
Balance
|
Range of Maturity
|
Mortgage
|
Pool
|
||||||||||||||||
1.24 - 1.29
|
4
|
$182,176,311
|
21.0
|
%
|
Date/ARD LTV (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
||||||||||||||
1.30 - 1.39
|
10
|
66,425,578
|
7.7
|
24.6 - 39.9
|
2
|
$31,051,409
|
3.6
|
%
|
||||||||||||||
1.40 - 1.49
|
14
|
142,875,415
|
16.5
|
40.0 - 44.9
|
2
|
18,920,689
|
2.2
|
|||||||||||||||
1.50 - 1.59
|
18
|
199,473,761
|
23.0
|
45.0 - 49.9
|
6
|
160,613,285
|
18.5
|
|||||||||||||||
1.60 - 1.69
|
6
|
121,713,417
|
14.0
|
50.0 - 54.9
|
13
|
130,126,340
|
15.0
|
|||||||||||||||
1.70 - 1.79
|
3
|
60,657,165
|
7.0
|
55.0 - 59.9
|
14
|
257,733,835
|
29.7
|
|||||||||||||||
1.80 - 1.89
|
2
|
7,391,196
|
0.9
|
60.0 - 64.9
|
19
|
193,459,385
|
22.3
|
|||||||||||||||
1.90 - 3.91
|
8
|
86,318,145
|
10.0
|
65.0 - 69.9
|
7
|
54,888,275
|
6.3
|
|||||||||||||||
Total
|
65
|
$867,030,987
|
100.0
|
%
|
70.0 - 71.3
|
2
|
20,237,768
|
2.3
|
||||||||||||||
(1) See footnotes (1) and (6) to the table entitled “Mortgage Pool
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
|||||||||||||||||
Characteristics” above.
|
(1) See footnotes (1), (2) and (5) to the table entitled “Mortgage Pool
|
|||||||||||||||||||||
Characteristics” above.
|
||||||||||||||||||||||
Distribution of Amortization Types(1)
|
||||||||||||||||||||||
% of
|
Distribution of Loan Purpose
|
|||||||||||||||||||||
Number of
|
Initial
|
% of
|
||||||||||||||||||||
Mortgage
|
Cut-off Date
|
Pool
|
Number of
|
Initial
|
||||||||||||||||||
Amortization Type
|
Loans
|
Balance
|
Balance
|
Mortgage
|
Pool
|
|||||||||||||||||
Amortizing (16 Years)
|
1
|
$15,051,409
|
1.7
|
%
|
Loan Purpose
|
Loans
|
Cut-off Date Balance
|
Balance
|
||||||||||||||
Amortizing (23 Years)
|
1
|
6,987,202
|
0.8
|
Refinance
|
39
|
$613,112,523
|
70.7
|
%
|
||||||||||||||
Amortizing (25 Years)
|
5
|
72,077,492
|
8.3
|
Acquisition
|
22
|
234,727,305
|
27.1
|
|||||||||||||||
Amortizing (27.5
|
Recapitalization
|
3
|
15,395,247
|
1.8
|
||||||||||||||||||
Years)
|
1
|
4,993,848
|
0.6
|
Acquisition &
|
||||||||||||||||||
Amortizing (30 Years)
|
30
|
276,988,016
|
31.9
|
Refinance
|
1
|
3,795,912
|
0.4
|
|||||||||||||||
Amortizing (30 Years)
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
|||||||||||||||||
– ARD
|
1
|
14,382,375
|
1.7
|
|||||||||||||||||||
Interest Only, Then
|
Distribution of Mortgage Interest Rates
|
|||||||||||||||||||||
Amortizing(2)
|
17
|
346,109,500
|
39.9
|
% of
|
||||||||||||||||||
Interest Only
|
9
|
130,441,145
|
15.0
|
Range of
|
Number of
|
Initial
|
||||||||||||||||
Total
|
65
|
$867,030,987
|
100.0
|
%
|
Mortgage Interest
|
Mortgage
|
Pool
|
|||||||||||||||
(1) All of the mortgage loans will have balloon payments at maturity date.
|
Rates (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
||||||||||||||||||
(2) Original partial interest only periods range from 11 to 60 months.
|
4.330 - 4.490
|
4
|
$ 51,025,145
|
5.9
|
%
|
|||||||||||||||||
4.500 - 4.749
|
2
|
17,335,000
|
2.0
|
|||||||||||||||||||
Distribution of Lockboxes
|
4.750 - 4.999
|
13
|
224,536,033
|
25.9
|
||||||||||||||||||
% of
|
5.000 - 5.249
|
16
|
184,464,162
|
21.3
|
||||||||||||||||||
Number of
|
Initial
|
5.250 - 5.499
|
18
|
301,451,690
|
34.8
|
|||||||||||||||||
Mortgage
|
Cut-off Date
|
Pool
|
5.500 - 5.749
|
9
|
66,045,138
|
7.6
|
||||||||||||||||
Lockbox Type
|
Loans
|
Balance
|
Balance
|
5.750 - 5.876
|
3
|
22,173,819
|
2.6
|
|||||||||||||||
Hard
|
22
|
$ 449,216,977
|
51.8
|
%
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
|||||||||||||
Springing
|
25
|
259,049,358
|
29.9
|
|||||||||||||||||||
Soft Springing
|
8
|
96,273,068
|
11.1
|
|||||||||||||||||||
None
|
5
|
42,640,060
|
4.9
|
|||||||||||||||||||
Soft
|
5
|
19,851,525
|
2.3
|
|||||||||||||||||||
Total
|
65
|
$867,030,987
|
100.0
|
%
|
Distribution of Debt Yield on Underwritten NOI(1)
|
Distribution of Original Amortization Terms(1)
|
|||||||||||||||||||||
% of
|
% of
|
|||||||||||||||||||||
Range of
|
Number of
|
Initial
|
Range of Original
|
Number of
|
Initial
|
|||||||||||||||||
Debt Yields on
|
Mortgage
|
Pool
|
Amortization
|
Mortgage
|
Pool
|
|||||||||||||||||
Underwritten NOI (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
Terms (months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||||||||||
8.0 - 8.9
|
5
|
$186,926,311
|
21.6
|
%
|
Interest Only
|
9
|
$130,441,145
|
15.0
|
%
|
|||||||||||||
9.0 - 9.9
|
10
|
116,132,744
|
13.4
|
192 - 300
|
7
|
94,116,103
|
10.9
|
|||||||||||||||
10.0 - 10.9
|
20
|
218,010,552
|
25.1
|
301 - 360
|
49
|
642,473,739
|
74.1
|
|||||||||||||||
11.0 - 11.9
|
14
|
188,439,282
|
21.7
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
||||||||||||||
12.0 - 12.9
|
9
|
90,537,347
|
10.4
|
(1) All of the mortgage loans will have balloon payments at maturity/ARD.
|
||||||||||||||||||
13.0 - 13.9
|
3
|
20,312,493
|
2.3
|
|||||||||||||||||||
14.0 - 18.8
|
4
|
46,672,257
|
5.4
|
Distribution of Remaining Amortization Terms(1)
|
||||||||||||||||||
Total
|
65
|
$867,030,987
|
100.0
|
%
|
Range of
|
% of
|
||||||||||||||||
(1) See footnotes (1) and (7) to the table entitled “Mortgage Pool
|
Remaining
|
Number of
|
Initial
|
|||||||||||||||||||
Characteristics” above.
|
Amortization
|
Mortgage
|
Pool
|
|||||||||||||||||||
Terms (months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||||||||||||||
Distribution of Debt Yield on Underwritten NCF(1)
|
Interest Only
|
9
|
$130,441,145
|
15.0
|
%
|
|||||||||||||||||
% of
|
191 - 300
|
7
|
94,116,103
|
10.9
|
||||||||||||||||||
Range of
|
Number of
|
Initial
|
301 - 360
|
49
|
642,473,739
|
74.1
|
||||||||||||||||
Debt Yields on
|
Mortgage
|
Pool
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
|||||||||||||||
Underwritten NCF (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
(1) All of the mortgage loans will have balloon payments at maturity/ARD.
|
||||||||||||||||||
8.0 - 8.9
|
10
|
$222,518,406
|
25.7
|
%
|
||||||||||||||||||
9.0 - 9.9
|
21
|
210,813,029
|
24.3
|
Distribution of Prepayment Provisions
|
||||||||||||||||||
10.0 - 10.9
|
19
|
312,810,403
|
36.1
|
% of
|
||||||||||||||||||
11.0 - 11.9
|
8
|
58,892,341
|
6.8
|
Number of
|
Initial
|
|||||||||||||||||
12.0 - 12.9
|
3
|
15,324,550
|
1.8
|
Prepayment
|
Mortgage
|
Pool
|
||||||||||||||||
13.0 - 13.9
|
2
|
15,620,848
|
1.8
|
Provision
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||||||||||
14.0 - 17.6
|
2
|
31,051,409
|
3.6
|
Defeasance
|
59
|
$635,380,245
|
73.3
|
%
|
||||||||||||||
Total
|
65
|
$867,030,987
|
100.0
|
%
|
Yield Maintenance
|
6
|
231,650,743
|
26.7
|
||||||||||||||
(1) See footnotes (1) and (7) to the table entitled “Mortgage Pool
|
Total
|
65
|
$867,030,987
|
100.0
|
%
|
|||||||||||||||||
Characteristics” above.
|
||||||||||||||||||||||
Distribution of Escrow Types
|
||||||||||||||||||||||
Mortgage Loans with Original Partial Interest Only Periods
|
Number
|
% of
|
||||||||||||||||||||
% of
|
of
|
Initial
|
||||||||||||||||||||
Original Partial
|
Number of
|
Initial
|
Mortgage
|
Pool
|
||||||||||||||||||
Interest Only
|
Mortgage
|
Pool
|
Escrow Type
|
Loans
|
Cut-off Date Balance
|
Balance
|
||||||||||||||||
Period (months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
Replacement Reserves(1)
|
58
|
$702,431,127
|
81.0
|
%
|
||||||||||||||
11 - 12
|
9
|
$213,339,500
|
24.6
|
%
|
Real Estate Tax
|
59
|
$806,895,603
|
93.1
|
%
|
|||||||||||||
13 - 24
|
5
|
$45,970,000
|
5.3
|
%
|
Insurance
|
45
|
$474,082,436
|
54.7
|
%
|
|||||||||||||
25 - 36
|
1
|
$3,800,000
|
0.4
|
%
|
TI/LC(2)
|
38
|
$547,920,211
|
79.0
|
%
|
|||||||||||||
37 - 48
|
1
|
$8,000,000
|
0.9
|
%
|
(1) Includes mortgage loans with FF&E reserves.
|
|||||||||||||||||
49 - 60
|
1
|
$75,000,000
|
8.7
|
%
|
(2) Percentage of total retail, mixed use, industrial and office properties only.
|
|||||||||||||||||
|
||||||||||||||||||||||
Distribution of Original Terms to Maturity/ARD(1)
|
||||||||||||||||||||||
Range of Original
|
% of
|
|||||||||||||||||||||
Term to
|
Number of
|
Initial
|
||||||||||||||||||||
Maturity/ARD
|
Mortgage
|
Pool
|
||||||||||||||||||||
(months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||||||||||||||
60
|
10
|
$201,195,979
|
23.2
|
%
|
||||||||||||||||||
120
|
55
|
665,835,008
|
76.8
|
|||||||||||||||||||
Total
|
65
|
$ 867,030,987
|
100.0
|
%
|
||||||||||||||||||
(1) See footnote (2) to the table entitled “Mortgage Pool Characteristics”
|
||||||||||||||||||||||
above.
|
||||||||||||||||||||||
Distribution of Remaining Terms to Maturity/ARD(1)
|
||||||||||||||||||||||
Range of
|
% of
|
|||||||||||||||||||||
Remaining Terms
|
Number of
|
Initial
|
||||||||||||||||||||
to Maturity/ARD
|
Mortgage
|
Pool
|
||||||||||||||||||||
(months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||||||||||||||
57 - 60
|
10
|
$201,195,979
|
23.2
|
%
|
||||||||||||||||||
117 - 119
|
55
|
665,835,008
|
76.8
|
|||||||||||||||||||
Total
|
65
|
$ 867,030,987
|
100.0
|
%
|
||||||||||||||||||
(1) See footnote (2) to the table entitled “Mortgage Pool Characteristics” above.
|
||||||||||||||||||||||
|
STRUCTURAL OVERVIEW
|
Distributions
|
On each Distribution Date, funds available for distribution from the mortgage loans, net of specified trust expenses, net of yield maintenance charges and prepayment premiums, and net of any excess interest distributable to the Class S certificates, will be distributed in the following amounts and order of priority (in each case to the extent of remaining available funds):
|
||
1. |
Class A-1, A-2, A-3, A-4, A-AB, X-A, X-B, X-C and X-D certificates: To interest on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D certificates, up to, and pro rata, in accordance with their respective interest entitlements.
|
||
2. |
Class A-1, A-2, A-3, A-4 and A-AB certificates: to the extent of funds allocable to principal received or advanced on the mortgage loans, (i) to principal on the Class A-AB certificates until their certificate principal amount is reduced to the Class A-AB scheduled principal balance set forth in Annex F to the Prospectus Supplement for the relevant Distribution Date, then (ii) to principal on the Class A-1 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-AB in clause (i) above, then (iii) to principal on the Class A-2 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-1 in clause (ii) above, then (iv) to principal on the Class A-3 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-2 in clause (iii) above, then (v) to principal on the Class A-4 certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-3 in clause (iv) above, and then (vi) to principal on the Class A-AB certificates until their certificate principal amount is reduced to zero, all funds available for distribution of principal remaining after the distributions to Class A-4 in clause (v) above. If the certificate principal amounts of each and every class of certificates other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates have been reduced to zero as a result of the allocation of mortgage loan losses and other unanticipated expenses to those certificates, funds available for distributions of principal will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata, based on their respective certificate principal amounts (and the schedule for the Class A-AB principal distributions will be disregarded).
|
||
3. | Class A-1, A-2, A-3, A-4, and A-AB certificates: To reimburse Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, pro rata, for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by those classes, together with interest at their respective pass-through rates. | ||
4. | Class A-S and Class PEZ certificates: (i) first, to interest on Class A-S and Class PEZ certificates in the amount of the interest entitlement with respect to the Class A-S trust component, pro rata in proportion to their respective percentage interests in the Class A-S trust component; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates), to principal on Class A-S and Class PEZ certificates, pro rata in proportion to their respective percentage interests in the Class A-S trust component, until the certificate principal amount of the Class A-S trust component is reduced to zero; and (iii) next, to reimburse Class A-S and Class PEZ certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class A-S trust component, together with interest at the pass-through rate for such trust component, pro rata in proportion to their respective percentage interests in the Class A-S trust component. | ||
|
5. |
Class B and Class PEZ certificates: (i) first, to interest on Class B and Class PEZ certificates in the amount of the interest entitlement with respect to the Class B trust component, pro rata in proportion to their respective percentage interests in the Class B trust component; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class or trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component), to principal on Class B and Class PEZ certificates, pro rata in proportion to their respective percentage interests in the Class B trust component, until the certificate principal amount of the Class B trust component is reduced to zero; and (iii) next, to reimburse Class B and Class PEZ certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class B trust component, together with interest at the pass-through rate for such trust component, pro rata in proportion to their respective percentage interests in the Class B trust component.
|
STRUCTURAL OVERVIEW (continued)
|
Distributions
(continued) |
6. |
Class C and Class PEZ certificates: (i) first, to interest on Class C and Class PEZ certificates in the amount of the interest entitlement with respect to the Class C trust component, pro rata in proportion to their respective percentage interests in the Class C trust component; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class or trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S and Class B trust components), to principal on Class C and Class PEZ certificates, pro rata in proportion to their respective percentage interests in the Class C trust component, until the certificate principal amount of the Class C trust component is reduced to zero; and (iii) next, to reimburse Class C and Class PEZ certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by the Class C trust component, together with interest at the pass-through rate for such trust component, pro rata in proportion to their respective percentage interests in the Class C trust component.
|
|
7. |
Class D certificates: (i) first, to interest on Class D certificates in the amount of their interest entitlement; (ii) next, to the extent of funds allocated to principal remaining after distributions in respect of principal to each class or trust component with a higher priority (in this case, the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S, Class B and Class C trust components), to principal on Class D certificates until their certificate principal amount is reduced to zero; and (iii) next, to reimburse Class D certificates for any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by that class, together with interest at its pass-through rate.
|
||
|
8. |
After Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class PEZ, Class C and Class D certificates are paid all amounts to which they are entitled, the remaining funds available for distribution will be used to pay interest and principal and to reimburse any previously unreimbursed losses to the Class E, Class F and Class G certificates sequentially in that order in a manner analogous to the Class D certificates, until the certificate principal amount of each such class is reduced to zero.
|
|
Realized Losses
|
The certificate principal amounts of the Class A-1, A-2, A-3, A-4, A-AB, D, E, F and G certificates and the Class A-S, Class B and Class C trust components (and thus, the Exchangeable Certificates) will each be reduced without distribution on any Distribution Date as a write-off to the extent of any loss realized on the mortgage loans allocated to such class or trust component on such Distribution Date. On each Distribution Date, any losses realized on the mortgage loans will be allocated to such classes of certificates and trust components in the following order, in each case until the related certificate principal amount is reduced to zero: first, to the Class G certificates; second, to the Class F certificates; third, to the Class E certificates; fourth, to the Class D certificates; fifth, to the Class C trust component (and correspondingly to the Class C and Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component); sixth, to the Class B trust component (and correspondingly to the Class B and Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component); seventh, to the Class A-S trust component (and correspondingly to the Class A-S and Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component); and, finally pro rata, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates, based on their then current respective certificate principal amounts. The notional amount of the Class X-A certificates will be reduced to reflect reductions in the certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB certificates and the Class A-S trust component resulting from allocations of losses realized on the mortgage loans. The notional amount of the Class X-B certificates will be reduced to reflect reductions in the certificate principal amount of the Class B trust component resulting from allocations of losses realized on the mortgage loans. The notional amount of the Class X-C certificates will be reduced to reflect reductions in the certificate principal amount of the Class E certificates resulting from allocations of losses realized on the mortgage loans. The notional amount of the Class X-D certificates will be reduced to reflect reductions in the certificate principal amounts of the Class F and Class G certificates resulting from allocations of losses realized on the mortgage loans. |
STRUCTURAL OVERVIEW (continued)
|
Prepayment Premiums
and Yield Maintenance Charges |
On each Distribution Date, each yield maintenance charge collected on the mortgage loans and on deposit in the Collection Account as of the related Determination Date is required to be distributed as follows: (1) first such yield maintenance charge will be allocated between (x) the group (the “YM Group A”) of Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class X-A certificates and the Class A-S trust component (and correspondingly the Class A-S and Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component), and (y) the group (the “YM Group B” and collectively with the YM Group A, the “YM Groups”), of the Class B trust component (and correspondingly to the Class B and Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component), the Class C trust component (and correspondingly to the Class C and Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component) and the Class D and Class X-B certificates, pro rata, based upon the aggregate amount of principal distributed to the classes of certificates (other than the Class X and Exchangeable Certificates) and trust components (and, therefore, the applicable classes of Exchangeable Certificates) in each YM group on such Distribution Date, and (2) then the portion of such yield maintenance charge allocated to each YM Group will be further allocated as among the classes of certificates and trust components in such YM Group in the following manner: (A) each class of certificates (other than the Class X and Exchangeable Certificates) and trust components in such YM Group will entitle the applicable certificateholders to receive on the applicable Distribution Date that portion of such yield maintenance charge equal to the product of (x) a fraction whose numerator is the amount of principal distributed to such class of certificates or trust component on such Distribution Date and whose denominator is the total amount of principal distributed to all of the certificates (other than the Class X and Exchangeable Certificates) and trust components in that YM Group on such Distribution Date, (y) the Base Interest Fraction for the related principal prepayment and such class of certificates or trust component, and (z) the amount of such yield maintenance charge allocated to such YM Group and (B) the amount of such yield maintenance charge allocated to such YM Group and remaining after such distributions will be distributed to the Class X certificates in such YM Group. If there is more than one class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D certificates and/or trust component (and thus the applicable classes of Exchangeable Certificates) entitled to distributions of principal on any particular Distribution Date on which yield maintenance charges are distributable, the aggregate amount of such yield maintenance charges will be allocated among all such classes of Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D certificates and/or trust components (and, therefore, the applicable classes of Exchangeable Certificates) up to, and on a pro rata basis in accordance with, their respective entitlements in those yield maintenance charges in accordance with the first sentence of this paragraph.
The “Base Interest Fraction” with respect to any principal prepayment on any mortgage loan and with respect to any class of Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D certificates or any trust component is a fraction (a) whose numerator is the amount, if any, by which (i) the pass-through rate on such class of certificates or trust component exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which the (i) mortgage loan rate on such mortgage loan exceeds (ii) the discount rate used in accordance with the related loan documents in calculating the yield maintenance charge with respect to such principal prepayment; provided, however, that under no circumstances shall the Base Interest Fraction be greater than one. However, if such discount rate is greater than or equal to both of (x) the mortgage loan rate on the prepaid mortgage loan and (y) the pass-through rate described in the preceding sentence, then the Base Interest Fraction will equal zero, and if such discount rate is greater than or equal to the mortgage loan rate described in the preceding sentence, but less than the pass-through rate, the fraction will be one.
If a prepayment premium is imposed in connection with a prepayment rather than a yield maintenance charge, then the prepayment premium so collected will be allocated as described above. For this purpose, the discount rate used to calculate the Base Interest Fraction will be the discount rate used to determine the yield maintenance charge for mortgage loans that require payment at the greater of a yield maintenance charge or a minimum amount equal to a fixed percentage of the principal balance of the mortgage loan or, for mortgage loans that only have a prepayment premium based on a fixed percentage of the principal balance of the mortgage loan, such other discount rate as may be specified in the related mortgage loan documents.
No prepayment premiums or yield maintenance charges will be distributed to holders of the Class X-C, Class X-D, Class E, Class F, Class G, Class S or Class R certificates. Instead, after the notional amount of the Class X-A certificates and the certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D certificates and of the trust components have been reduced to zero, all prepayment premiums and yield maintenance charges with respect to the mortgage loans will be distributed to holders of the Class X-B certificates. For a description of prepayment premiums and yield maintenance charges required on the mortgage loans, see Annex A to the Prospectus Supplement. See also “Certain Legal Aspects of the Mortgage Loans—Default Interest and Limitations on Prepayments” in the Base Prospectus. Prepayment premiums and yield maintenance charges will be distributed on any Distribution Date only to the extent they are received in respect of the mortgage loans as of the related Determination Date.
|
STRUCTURAL OVERVIEW (continued)
|
Advances
|
The master servicer and, if it fails to do so, the trustee, will be obligated to make P&I advances and, other than with respect to the outside serviced mortgage loan, servicing advances, including paying delinquent property taxes, condominium assessments, insurance premiums and ground lease rents, but only to the extent that those advances are not deemed non-recoverable from collections on the related mortgage loan and, in the case of P&I advances, subject to reduction in connection with any appraisal reductions that may occur.
|
Appraisal Reductions
|
An appraisal reduction generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Prospectus Supplement) plus other amounts overdue or advanced in connection with such mortgage loan, exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan. As a result of calculating an appraisal reduction for a given mortgage loan, the interest portion of any P&I advance for such mortgage loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the most subordinate class(es) of certificates (exclusive of the Class A-S, Class B, Class PEZ, Class C, Class S and Class R certificates) and trust components then outstanding (i.e., first to the Class G certificates, then to the Class F certificates, then to the Class E certificates, then to the Class D certificates, then to the Class C trust component (and correspondingly, to the Class C certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class C trust component), then to the Class B trust component (and correspondingly, to the Class B certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class B trust component), then to the Class A-S trust component (and correspondingly, to the Class A-S certificates and the Class PEZ certificates, pro rata based on their respective percentage interests in the Class A-S trust component), and then, pro rata based on interest entitlements, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class X-C and Class X-D certificates). A mortgage loan will cease to be a required appraisal loan, and no longer be subject to an appraisal reduction, when the same has ceased to be a specially serviced mortgage loan (if applicable), has been brought current for at least three consecutive months and no other circumstances exist that would cause such mortgage loan to be a required appraisal loan.
Appraisal reductions for the whole loan are not calculated by the master servicer pursuant to the pooling and servicing agreement, however, pursuant to the COMM 2013-CCRE12 pooling and servicing agreement, certain events will require the calculation of an “appraisal reduction amount” which will be allocated to the outside serviced mortgage loan and the related companion loans on a pro rata and pari passu basis in accordance with the respective outstanding principal balances of the outside serviced mortgage loan and the related companion loans.
Certificateholders representing the majority of the certificate principal amount of any class of Class E, F and G certificates whose aggregate certificate principal amount is notionally reduced to less than 25% of that class’s initial certificate principal amount as a result of an allocation of an appraisal reduction will have the right to challenge the special servicer’s appraisal reduction determination and, at their sole expense, obtain a second appraisal of any mortgage loan (other than the outside serviced mortgage loan) for which an appraisal reduction event has occurred.
|
Age of Appraisals
|
Appraisals (which can be an update of a prior appraisal) are required to be no older than 9 months for purposes of determining appraisal reductions (other than the annual re-appraisal), market value, and other calculations as described in the Prospectus Supplement.
|
Sale of Defaulted
Loans |
There will be no “Fair Market Value Purchase Option”; instead defaulted loans will be sold in a process similar to the sale process for REO property. With respect to the whole loan, the COMM 2013-CCRE12 special servicer may offer to sell to any person (or may offer to purchase) for cash the whole loan in accordance with the terms of the COMM 2013-CCRE12 pooling and servicing agreement during such time as the whole loan constitutes a sufficiently defaulted mortgage loan thereunder and, in connection with any such sale, the COMM 2013-CCRE12 special servicer is required to sell both the outside serviced mortgage loan and the related companion loans as a whole loan.
|
Cleanup Call
|
On any distribution date on which the aggregate unpaid principal balance of the mortgage loans remaining in the issuing entity is less than 1% of the aggregate principal balance of the pool of mortgage loans as of the Cut-off Date, certain specified persons will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Prospectus Supplement. Exercise of the option will terminate the issuing entity and retire the then outstanding certificates.
If the aggregate certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class D certificates and the Class A-S, Class B and Class C trust components and the notional amounts of the Class X-A and Class X-B certificates have been reduced to zero and if the master servicer has received from the remaining certificateholders the payment specified in the pooling and servicing agreement, the issuing entity could also be terminated in connection with an exchange of all the then-outstanding certificates (excluding the Class S and Class R certificates), for the mortgage loans remaining in the issuing entity, but all of the holders of those classes of outstanding certificates would have to voluntarily participate in the exchange.
|
STRUCTURAL OVERVIEW (continued)
|
Controlling Class
Representative |
The “Controlling Class Representative” will be the controlling class certificateholder or other representative designated by at least a majority of the controlling class certificateholders (by certificate principal amount). The controlling class is the most subordinate class of the Class E, Class F and Class G certificates that has an outstanding certificate principal amount as notionally reduced by any appraisal reductions allocated to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates. At any time when the Class E certificates is the controlling class, the holder of a majority of the controlling class (by certificate principal amount) may elect under certain circumstances to opt-out from its rights under the pooling and servicing agreement. See “The Pooling and Servicing Agreement—Controlling Class Representative” in the Prospectus Supplement. No other class of certificates will be eligible to act as the controlling class or appoint a Controlling Class Representative.
It is anticipated that, on the closing date, an affiliate of Raith Capital Management, LLC, and/or Alliance Bernstein L.P. will be the initial controlling class holder and will appoint Raith Capital Management, LLC to be the initial Controlling Class Representative.
|
Control Termination
Event |
Will either (a) occur when none of the classes of Class E, Class F and Class G certificates has an outstanding certificate principal amount (as previously reduced by principal payments and any realized losses and as notionally reduced by any appraisal reductions then allocable to such class) that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates or (b) be deemed to occur pursuant to the terms of the pooling and servicing agreement.
|
Consultation
Termination Event |
Will either (a) occur when none of the classes of Class E, Class F and Class G certificates has an outstanding certificate principal amount, as previously reduced by principal payments and any realized losses, but without regard to the application of any appraisal reductions, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates or (b) be deemed to occur pursuant to the terms of the pooling and servicing agreement.
|
Control/Consultation
Rights |
So long as a Control Termination Event does not exist, the Controlling Class Representative will be entitled to have consultation and approval rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding the mortgage loans (other than the outside serviced mortgage loan).
So long as a Control Termination Event does not exist, the Controlling Class Representative will be entitled to direct the special servicer to take, or refrain from taking, certain actions that would constitute major decisions with respect to a mortgage loan (other than the outside serviced mortgage loan) and will also have the right to notice and consent to certain material actions that would constitute major decisions that the master servicer or the special servicer plan on taking with respect to a mortgage loan (other than the outside serviced mortgage loan) subject to the servicing standard and other restrictions as described in the Prospectus Supplement.
Following the occurrence and during the continuation of a Control Termination Event until the occurrence of a Consultation Termination Event, all of the rights of the Controlling Class Representative will terminate other than a right to consult with respect to the major decisions in which it previously had approval rights. After the occurrence and during the continuation of a Control Termination Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender.
Following the occurrence and during the continuation of a Consultation Termination Event, all rights of the Controlling Class Representative will terminate.
If at any time that Raith Capital Management, LLC or one of its affiliates, or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the certificate holder (or beneficial owner) of at least a majority of the controlling class by certificate principal amount and the certificate administrator has neither (i) received notice of the then-current holders (or, in the case of book-entry certificates, beneficial owners) of at least a majority of the controlling class by certificate principal amount nor (ii) received notice of a replacement Controlling Class Representative pursuant to the pooling and servicing agreement, then a Control Termination Event and a Consultation Termination Event will be deemed to have occurred and will be deemed to continue until such time as the certificate administrator receives either such notice.
With respect to the whole loan, the controlling class representative will have limited consultation rights, and the COMM 2013-CCRE12 controlling class representative will have consultation, approval and direction rights, with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding the whole loan, as provided for in the related intercreditor agreement and in the COMM 2013-CCRE12 pooling and servicing agreement, and as described under “Description of the Mortgage Pool—The Whole Loan” in the Prospectus Supplement.
|
STRUCTURAL OVERVIEW (continued)
|
Whole Loan
|
The Miracle Mile Shops mortgage loan (referred to as the “outside serviced mortgage loan”) is part of a split loan structure comprised of the subject mortgage loan and five pari passu companion loans, all of which are secured by the same mortgage or deed of trust encumbering the same mortgaged property. Such mortgage loan and the related companion loans are referred to as a “whole loan.” One of the related companion loans (evidenced by the controlling note A-1) is part of a mortgage pool backing the COMM 2013-CCRE12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates (referred to in this Term Sheet as the “COMM 2013-CCRE12 securitization transaction”). The COMM 2013-CCRE12 certificates were issued, and the whole loan is being serviced, pursuant to a pooling and servicing agreement, dated as of November 1, 2013 (referred to in this Term Sheet as the “COMM 2013-CCRE12 pooling and servicing agreement”) between, among others, Wells Fargo Bank, National Association as master servicer, and LNR Partners, LLC as special servicer. In addition, the whole loan will be primary serviced by Midland Loan Services, a Division of PNC Bank, National Association, pursuant to a primary servicing agreement between Midland Loan Services, a Division of PNC Bank, National Association and Wells Fargo Bank, National Association. See “Description of the Mortgage Pool – The Whole Loan” in the Prospectus Supplement.
Accordingly, all decisions, consents, waivers, approvals and other actions on the part of the holders of the outside serviced mortgage loan and the related companion loans will be effected in accordance with the COMM 2013-CCRE12 pooling and servicing agreement and the related co-lender agreement. Consequently, the servicing provisions set forth in this Term Sheet will generally not be applicable to the outside serviced mortgage loan, but instead the servicing and administration of the outside serviced mortgage loan will be governed by the COMM 2013-CCRE12 pooling and servicing agreement. The related co-lender agreement requires that the COMM 2013-CCRE12 pooling and servicing agreement provide for servicing in a manner acceptable for rated transactions similar in nature to this securitization.
|
||
Servicing Standard
|
In all circumstances, each of the master servicer and the special servicer is obligated to act in the best interests of the certificateholders (as a collective whole as if such certificateholders constituted a single lender). The special servicer is required to determine the effect on net present value of various courses of action (including workout or foreclosure), using the Calculation Rate as the discount rate, and pursue the course of action that it determines would maximize recovery on a net present value basis.
|
||
“Calculation Rate” means: | |||
|
— |
for principal and interest payments on a mortgage loan or proceeds from the sale of a defaulted loan, the highest of (i) the rate determined by the master servicer or the special servicer, as applicable, that approximates the market rate that would be obtainable by borrowers on similar debt of the borrowers as of such date of determination, (ii) the mortgage loan rate and (iii) the yield on 10-year US treasuries; and
|
|
for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent appraisal (or update of such appraisal).
|
STRUCTURAL OVERVIEW (continued)
|
Termination of Special
Servicer |
Prior to the occurrence and continuance of a Control Termination Event the special servicer (with respect to all of the mortgage loans other than the outside serviced mortgage loan) may be replaced at any time by the controlling class representative, upon satisfaction of certain conditions specified in the pooling and servicing agreement.
After the occurrence and during the continuance of a Control Termination Event, the holders of at least 25% of the voting rights of the certificates (other than the Class S and Class R certificates) may request a vote to replace the special servicer with respect to the pool of mortgage loans (other than the outside serviced mortgage loan). The subsequent vote may result in the termination and replacement of the special servicer if, within 180 days of the initial request for that vote, the holders of (a) at least 75% of the voting rights of the certificates (other than the Class S and Class R certificates), or (b) more than 50% of the voting rights of each class of Non-Reduced Certificates (as defined under “Certain Definitions” below) (considering each of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “Class” for such purpose) vote affirmatively to so replace.
At any time after the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard, the operating advisor may recommend the replacement of the special servicer (with respect to all of the mortgage loans other than the outside serviced mortgage loan) resulting in a solicitation of a certificateholder vote. The subsequent vote may result in the termination and replacement of the special servicer if, within 180 days of the initial request for that vote, the holders of more than 50% of the voting rights of each class of Non-Reduced Certificates (considering each of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “Class” for such purpose) vote affirmatively to so replace.
|
Servicing Fees
|
Modification Fees: All fees resulting from modifications, amendments, waivers or any other changes to the terms of the mortgage loan documents, as more fully described in the Prospectus Supplement, will be used to offset expenses on the related mortgage loan (other than the outside serviced mortgage loan) (i.e. reimburse the trust for certain expenses including advances and interest on advances previously incurred (other than special servicing fees, workout fees and liquidation fees) on the related mortgage loan but not yet reimbursed to the trust or servicers or to pay expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding in each case unless as part of the written modification the related borrower is required to pay these amounts on a going forward basis or in the future). Within any prior 12 month period, all such excess modification fees earned by the master servicer or by the special servicer (after taking into account the offset described below applied during such 12-month period) with respect to any mortgage loan will be capped at 1% of the outstanding principal balance of such mortgage loan, subject to a minimum fee of $25,000. All such modification fees received by the special servicer as compensation on the related mortgage loan (together with any other modification fee earned on that mortgage loan for a prior modification done within 18 months) will offset future workout and liquidation fees earned on that mortgage loan as further described in the Prospectus Supplement.
Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred with respect to the related mortgage loan (other than special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or special servicer or to pay certain expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding on the related mortgage loan and any excess will be paid to the master servicer (for penalty fees accrued while a non-specially serviced loan) and the special servicer (for penalty fees accrued while specially serviced loan), provided, however, that with respect to the outside serviced mortgage loan, only to the extent such fees are allocable to such mortgage loan in accordance with the related co-lender agreement and received by the master servicer or special servicer. To the extent any amounts reimbursed out of penalty charges are subsequently recovered on the related mortgage loan, they will be paid to the master servicer or special servicer who would have been entitled to the related penalty charges used to reimburse such expense.
|
STRUCTURAL OVERVIEW (continued) |
Servicing Fees
(continued) |
Liquidation / Workout Fees: Liquidation fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a liquidation fee of $1,000,000, for each specially serviced mortgage loan and REO property (other than the outside serviced mortgage loan or any related REO property), subject to a minimum liquidation fee of $25,000. For any corrected mortgage loan (other than the outside serviced mortgage loan), workout fees will be calculated at the lesser of (a) 1.0% and (b) such lower rate as would result in a workout fee of $1,000,000 when applied to each expected payment of principal and interest (other than default interest and excess interest) on the related mortgage loan from the date such mortgage loan becomes a corrected mortgage loan through and including the then related maturity date (or such higher rate as would result in a workout fee of $25,000 when applied to each expected payment of principal and interest (other than default interest and excess interest) on the related mortgage loan from the date such mortgage loan becomes a corrected mortgage loan through and including the then related maturity date).
Notwithstanding the foregoing, in connection with a maturity default, no liquidation or workout fee will be payable in connection with a payoff or refinancing of the related mortgage loan within 90 days of the maturity default.
|
||
Operating Advisor
|
Prior to the occurrence of a Control Termination Event, the operating advisor will review certain information on the certificate administrator’s website, and will have access to any final asset status report but will not have any approval or consultation rights. After a Control Termination Event, the operating advisor will have consultation rights with respect to certain major decisions and will have additional monitoring responsibilities on behalf of the entire trust.
After the occurrence and during the continuance of a Control Termination Event, the operating advisor will be entitled to consult with the special servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender.
The operating advisor will be subject to termination if the holders of at least 15% of the voting rights of Non-Reduced Certificates vote to terminate and replace the operating advisor and such vote is approved by the holders of more than 50% of the voting rights of Non-Reduced Certificates that exercise their right to vote, provided that the holders of at least 50% of the voting rights of Non-Reduced Certificates have exercised their right to vote. The holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
|
||
Deal Website
|
The certificate administrator will maintain a deal website including, but not limited to:
|
||
— |
all special notices delivered
|
||
— | summaries of final asset status reports | ||
— | all appraisals in connection with an appraisal reduction plus any subsequent appraisal updates | ||
— | an “Investor Q&A Forum” and | ||
— |
a voluntary investor registry
|
CERTAIN DEFINITIONS
|
■
|
“ADR”: Means, for any hospitality property, average daily rate.
|
■
|
“Appraised Value”: With respect to each mortgaged property, the most current appraised value of such property as determined by an appraisal of the mortgaged property and in accordance with MAI standards made not more than 6 months prior to the origination date of the related mortgage loan. The appraisals for certain of the mortgaged properties state an “as stabilized” value as well as an “as-is” value for such mortgaged properties assuming that certain events will occur with respect to the re-tenanting, renovation or other repositioning of the mortgaged property. With respect to The Outlet Shoppes at Atlanta mortgage loan, the appraised value takes into account the appraiser’s estimated value of a PILOT program of $2,775,000. The appraised value without taking into the estimated value of the PILOT program is $131,000,000. See “—The Outlet Shoppes at Atlanta—PILOT Program” in this Term Sheet. For purposes of calculating the Maturity Date LTV Ratio for certain mortgage loans, the “as stabilized” value of the related mortgaged property is the applicable Appraised Value in this Term Sheet. See “Description of the Mortgage Pool—Certain Calculations and Definitions” in the Prospectus Supplement for a description of Maturity Date LTV Ratio.
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■
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“Borrower Sponsor”: The indirect owner, or one of the indirect owners, of the related borrower (in whole or in part) that may or may not have control of the related borrower. The Borrower Sponsor may be, but is not necessarily, the entity that acts as the guarantor of the non-recourse carveouts.
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■
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“FF&E”: Furniture, fixtures and equipment.
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■
|
“GLA”: Gross leasable area.
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■
|
“Hard Lockbox”: Means that the borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender. Hospitality properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related mortgaged property into the lockbox account controlled by the lender.
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■
|
“Non-owned Anchor(s)”: Tenants that occupy space equal to or greater than 30,000 SF at the related mortgaged property, which occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.
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■
|
“Non-owned Junior Anchor(s)”: Tenants that occupy space equal to or greater than 10,000 SF at the related mortgaged property and less than 30,000 SF at the related mortgaged property, which occupied space is not owned by the related borrower and is not part of the collateral for the related mortgage loan.
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■
|
“Non-owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property which space occupied by those freestanding tenants is not owned by the related borrower and is not part of the collateral for the related mortgage loan.
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■
|
“Non-Reduced Certificates”: Each class of certificates (other than Class S, Class R or Class X certificates)(considering each class of the Class A-S, Class B and Class C certificates together with the Class PEZ certificates’ applicable percentage interest of the related Class A-S, Class B or Class C trust component as a single “Class” for such purpose) that has an outstanding certificate principal amount as may be notionally reduced by any appraisal reductions allocated to that class, equal to or greater than 25% of an amount equal to the initial certificate principal amount of that class of certificates minus all principal payments made on such class of certificates.
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■
|
“Occupancy Cost”: With respect to any mortgaged property, total rental revenues divided by total sales.
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■
|
“Owned Anchor(s)”: Tenants that lease space equal to or greater than 30,000 SF at the related mortgaged property, which leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.
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■
|
“Owned GLA”: With respect to any particular mortgaged property, the GLA of the space that is owned by the related borrower and is part of the collateral.
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■
|
“Owned Junior Anchor(s)”: Tenants that lease space equal to or greater than 10,000 SF and less than 30,000 SF at the related mortgaged property, which leased space is owned by the related borrower and is part of the collateral for the related mortgage loan.
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■
|
“Owned Occupancy”: With respect to any particular mortgaged property, as of a certain date, the percentage of net rentable square footage, rooms, units or pads that are leased or rented (as applicable), solely with respect to the aggregate leased space, rooms, units or pads in the property that is owned by the related borrower. In some cases Owned Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and / or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months after the Cut-off Date, assumptions regarding the execution of leases that are currently under negotiation and are expected to be executed, assumptions regarding the renewal of particular leases, the taking of additional space by tenants that have agreed to do so as described under “Description of the Mortgage Pool—Tenant Issues” in the Prospectus Supplement to the extent material and / or assumptions regarding the re-leasing of certain space at the related mortgaged property, or in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions.
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CERTAIN DEFINITIONS (continued)
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■
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“Owned Outparcel(s)”: Freestanding tenants that occupy space at the property that is separated from the rest of the tenants at the applicable mortgaged property which space occupied by those freestanding tenants is owned by the related borrower and is part of the collateral for the related mortgage loan.
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■
|
“Owned Tenant(s)”: Tenants whose leased space at the related mortgaged property is owned by the related borrower and is part of the collateral for the related mortgage loan.
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■
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“Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, qualification or withdrawal of the then current rating assigned by that rating agency to any class of certificates. However, such confirmation will be deemed received or not required in certain circumstances as further described in the Prospectus Supplement. See “The Pooling and Servicing Agreement—Rating Agency Confirmations” in the Prospectus Supplement.
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■
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“RevPAR”: Means, with respect to any hospitality property, revenues per available room.
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■
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“SF”: Square feet.
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■
|
“Soft Lockbox”: Means that the related borrower is required to deposit or cause the property manager to deposit all rents collected into a lockbox account. Hospitality properties are considered to have a soft lockbox if credit card receivables and cash or “over the counter” receipts are deposited into the lockbox account by the borrower or property manager.
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■
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“Soft Springing Lockbox”: Means that the related borrower is required to deposit, or cause the property manager to deposit, all rents collected into a lockbox account until the occurrence of an event of default under the loan documents or one or more specified trigger events, at which time the lockbox converts to a Hard Lockbox.
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■
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“Springing Lockbox”: Means a lockbox that is not currently in place, but the related loan documents require the imposition of a lockbox upon the occurrence of an event of default under the loan documents or one or more specified trigger events.
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■
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“Total Occupancy”: With respect to any particular mortgaged property, as of a certain date, the percentage of net rentable square footage, rooms, units or pads that are leased or rented (as applicable), for the aggregate leased space, rooms, units or pads at the property, including any space that is owned by the related borrower and is part of the collateral in addition to any space that is owned by the applicable tenant and not part of the collateral for the related mortgage loan. In some cases Total Occupancy was based on assumptions regarding occupancy, such as the assumption that a certain tenant at the mortgaged property that has executed a lease, but has not yet taken occupancy and / or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within 12 months after the Cut-off Date, assumptions regarding the execution of leases that are currently under negotiation and are expected to be executed, assumptions regarding the renewal of particular leases, the taking of additional space by tenants that have agreed to do so as described under “Description of the Mortgage Pool—Tenant Issues” in the Prospectus Supplement to the extent material and / or the assumptions regarding re-leasing of certain space at the related mortgaged property, or in some cases, the exclusion of dark tenants, tenants with material aged receivables, tenants that may have already given notice to vacate their space, bankrupt tenants that have not yet affirmed their lease and certain additional leasing assumptions.
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■
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“TRIPRA”: Means the Terrorism Risk Insurance Program Reauthorization Act of 2007.
|
■
|
“TTM”: Means trailing twelve months.
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■
|
“Underwritten Expenses”: With respect to any mortgage loan or mortgaged property, an estimate of operating expenses, as determined by the related originator and generally derived from historical expenses at the mortgaged property(-ies), the borrower’s budget or appraiser’s estimate, in some cases adjusted for significant occupancy increases and a market-rate management fee. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.
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■
|
“Underwritten Net Cash Flow (NCF)”: With respect to any mortgage loan or mortgaged property, cash flow available for debt service, generally equal to the Underwritten NOI decreased by an amount that the related originator has determined for tenant improvements and leasing commissions and / or replacement reserves for capital items. Underwritten NCF does not reflect debt service or non-cash items such as depreciation or amortization. The Underwritten Net Cash Flow for each mortgaged property is calculated based on the basis of numerous assumptions and subjective judgments, which, if ultimately proved erroneous, could cause the actual operating income for the mortgaged property to differ materially from the Underwritten Net Cash Flow set forth in this Term Sheet.
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CERTAIN DEFINITIONS (continued)
|
■
|
“Underwritten Net Operating Income (NOI)”: With respect to any mortgage loan or mortgaged property, Underwritten Revenues less Underwritten Expenses, as both are determined by the related originator, based in part upon borrower supplied information (including but not limited to a rent roll, leases, operating statements and budget) for a recent period which is generally the 12 months prior to the origination date or acquisition date of the mortgage loan (or whole loan, if applicable) adjusted for specific property, tenant and market considerations. Historical operating statements may not be available for newly constructed mortgaged properties, mortgaged properties with triple net leases, mortgaged properties that have recently undergone substantial renovations and/or newly acquired mortgaged properties.
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■
|
“Underwritten Revenues”: With respect to any mortgage loan or mortgaged property, an estimate of operating revenues, as determined by the related originator and generally derived from the rental revenue based on leases in place, leases that have been executed but the tenant is not yet paying rent, in certain cases leases that are being negotiated and are expected to be signed, in certain cases leases that provide for a tenant to take additional space as described under “Description of the Mortgage Pool—Tenant Issues” in the Prospectus Supplement to the extent material and in certain cases contractual rent increases generally within 12 months past the Cut-off Date, and in some cases adjusted downward to market rates, with vacancy rates equal to the mortgaged property’s historical rate, current rate, market rate or an assumed vacancy as determined by the related originator; plus any additional recurring revenue fees. Additionally, in determining rental revenue for multifamily rental and self-storage properties, the related originator either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one- to 12-month periods or in some cases may have relied on information provided in the appraisal for market rental rates and vacancy. In some cases the related originator included revenue otherwise payable by a tenant but for the existence of an initial “free rent” period or a permitted rent abatement while the leased space is built out. We cannot assure you that the assumptions made with respect to any mortgaged property will, in fact, be consistent with that mortgaged property’s actual performance.
|
ERNST & YOUNG TOWER |
ERNST & YOUNG TOWER |
ERNST & YOUNG TOWER |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||||
Location (City/State)
|
Cleveland, Ohio
|
Cut-off Date Principal Balance
|
$92,000,000
|
||||
Property Type
|
Office
|
Cut-off Date Principal Balance per SF
|
$193.40
|
||||
Size (SF)
|
475,708
|
Percentage of Initial Pool Balance
|
10.6%
|
||||
Total Occupancy as of 9/1/2013
|
83.6%
|
Number of Related Mortgage Loans
|
None
|
||||
Owned Occupancy as of 9/1/2013
|
83.6%
|
Type of Security(2)
|
Leasehold
|
||||
Year Built / Latest Renovation
|
2013 / NAP
|
Mortgage Rate
|
5.3400%
|
||||
Appraised Value
|
$135,000,000
|
Original Term to Maturity (Months)
|
60
|
||||
Original Amortization Term (Months)
|
360
|
||||||
Original Interest Only Period (Months)
|
11
|
||||||
Underwritten Revenues
|
$14,455,685
|
||||||
Underwritten Expenses
|
$6,239,093
|
Escrows
|
|||||
Underwritten Net Operating Income (NOI)
|
$8,216,592
|
Upfront
|
Monthly
|
||||
Underwritten Net Cash Flow (NCF)
|
$7,645,742
|
Taxes
|
$257,917
|
$257,917
|
|||
Cut-off Date LTV Ratio
|
68.1%
|
Insurance
|
$23,335
|
$0
|
|||
Maturity Date LTV Ratio(1)
|
59.8%
|
Replacement Reserves
|
$0
|
$7,905
|
|||
DSCR Based on Underwritten NOI / NCF
|
1.33x / 1.24x
|
TI/LC
|
$0
|
$39,512
|
|||
Debt Yield Based on Underwritten NOI / NCF
|
8.9% / 8.3%
|
Other(3)
|
$23,807,727
|
$0
|
Sources and Uses | ||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|
Loan Amount
|
$92,000,000
|
96.8%
|
Loan Payoff
|
$65,293,976
|
68.7%
|
|
Principal’s New Cash Contribution
|
1,592,559
|
1.7
|
Reserves
|
24,088,979
|
25.3
|
|
Other Sources
|
1,445,000
|
1.5
|
Other Uses
|
3,230,312
|
3.4
|
|
Closing Costs
|
2,424,291
|
2.6
|
||||
Total Sources
|
$95,037,559
|
100.0%
|
Total Uses
|
$95,037,559
|
100.0%
|
|
(1)
|
The Maturity Date LTV Ratio is calculated using the “as stabilized” appraised value of $145,000,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value, is 64.2%. See “–Appraisal” below.
|
|
(2)
|
The Ernst & Young Tower Loan is additionally secured by an accommodation second mortgage lien given by the Cleveland-Cuyahoga County Port Authority on such entity’s fee interest in the related property. See “–The Mortgage Loan” below.
|
|
(3)
|
The other upfront reserve of $23,807,727 represents (i) an unfunded leasing costs reserve ($9,779,988) for certain unfunded obligations of the borrower, (ii) a holdback reserve ($7,053,516), (iii) a free rent reserve ($3,207,839) for future rent credits or abatements under the existing leases, (iv) a Gilbane reserve ($3,583,209) for obligations of the borrower to a general contractor (which general contractor is also a tenant at the Ernst & Young Tower Property) and (v) a ground rent reserve ($183,175). Additionally, on each monthly payment date, the borrower is required to fund a ground rent reserve in an amount equal to one-twelfth of the amount that the lender has estimated will be necessary to pay ground rent over the then succeeding twelve month period (currently $183,175). See “—Escrows” below.
|
■
|
The Mortgage Loan. The mortgage loan (the “Ernst & Young Tower Loan”) is evidenced by a note in the principal amount of $92,000,000 and is secured by (i) a first mortgage lien encumbering the borrower’s leasehold interest in a 475,708 SF, Class A office building located in Cleveland, Ohio (the “Ernst & Young Tower Leasehold Property”), and (ii) an accommodation second mortgage lien given by the Cleveland-Cuyahoga County Port Authority (the “Port Authority”) on the Port Authority’s fee interest in the Ernst & Young Tower Property (the “Ernst & Young Tower Fee Property”, together with the Ernst & Young Tower Leasehold Property, the “Ernst & Young Tower Property”). The Ernst & Young Tower Loan was originated by Citigroup Global Markets Realty Corp. on October 11, 2013 and represents approximately 10.6% of the Initial Pool Balance. The Ernst & Young Tower Loan has an outstanding principal balance as of the Cut-off Date of $92,000,000 and an interest rate of 5.3400% per annum. The proceeds of the Ernst & Young Tower Loan were primarily used to (i) refinance existing debt on the Ernst & Young Tower Property, (ii) set up reserves in connection with the Ernst & Young Tower Loan, and (iii) pay related closing costs.
|
ERNST & YOUNG TOWER |
■
|
The Mortgaged Property. The Ernst & Young Tower Property is a Class A, 475,708 SF, 19-story, multi-tenant office building located in Cleveland, Ohio that serves as the regional headquarters for Ernst & Young. The Ernst & Young Tower Property is situated on a 2.43-acre site and features unobstructed views of Lake Erie and downtown Cleveland. Notable tenants at the Ernst & Young Tower Property include Ernst & Young, Tucker Ellis and West, OM Group, Inc., Wells Fargo, Northwestern Mutual, and McKinsey & Company, Inc. The construction of the Ernst & Young Tower Property was finalized in 2013 and the Ernst & Young Tower Property is built over a 550-space parking garage with an Aloft Hotel by Starwood connected via an enclosed walkway. The Ernst & Young Tower Property, parking garage and Aloft Hotel comprise Phase I of a project known as the Flats East Bank, a master redevelopment of the downtown Cleveland waterfront that also includes a variety of restaurants, entertainment offerings, a 16,000+ square foot health club, and public gathering space that includes a 1,200 foot riverfront boardwalk. Phase II of the Flats East Bank project is expected to feature a 140-unit residential complex along the water, additional restaurant offerings, and unique retail/entertainment selections. Collateral for the Ernst & Young Tower Loan is comprised solely of the office building comprising the Ernst & Young Tower Property and does not include the on-site parking garage or Aloft Hotel. As of September 1, 2013, the Total Occupancy of the Ernst & Young Tower Property was 83.6%.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1) |
Tenant
GLA |
% of
GLA |
UW Base
Rent |
% of
Total UW Base Rent |
UW Base
Rent $ per SF |
Lease
Expiration |
Renewal /
Extension Options |
||||||||||||
Ernst & Young(2)
|
NR / NR / NR
|
139,150
|
29.3
|
% |
$5,482,839
|
40.4
|
% |
$39.40
|
11/30/2023
|
2, 5-year options
|
||||||||||
Tucker Ellis and West
|
NR / NR / NR
|
108,704
|
22.9
|
3,532,880
|
26.0
|
32.50
|
5/31/2025
|
4, 5-year options
|
||||||||||||
OM Group, Inc.
|
NR / NR / NR
|
27,694
|
5.8
|
816,973
|
6.0
|
29.50
|
7/1/2026
|
2, 5-year options
|
||||||||||||
Wells Fargo(3)
|
AA- / A2 / A+
|
26,324
|
5.5
|
786,891
|
5.8
|
29.89
|
1/31/2026
|
2, 5-year options
|
||||||||||||
Porter Wright
|
NR / NR / NR
|
20,609
|
4.3
|
618,270
|
4.6
|
30.00
|
6/30/2023
|
2, 5-year options
|
||||||||||||
McKinsey & Company, Inc.(4)
|
NR / NR / NR
|
18,690
|
3.9
|
579,390
|
4.3
|
31.00
|
6/30/2024
|
2, 5-year options
|
||||||||||||
Northwestern Mutual(5)
|
AAA / Aaa / AA+
|
16,788
|
3.5
|
531,995
|
3.9
|
31.69
|
10/31/2024
|
2, 5-year options
|
||||||||||||
CB Richard Ellis
|
NR / NR / NR
|
14,419
|
3.0
|
468,618
|
3.4
|
32.50
|
4/30/2023
|
2, 5-year options
|
||||||||||||
Stern Advertising, Inc.
|
NR / NR / NR
|
14,024
|
2.9
|
458,164
|
3.4
|
32.67
|
12/31/2020
|
1, 7-year option
|
||||||||||||
Gilbane Building Company
|
NR / NR / NR
|
5,229
|
1.1
|
151,641
|
1.1
|
29.00
|
7/1/2018
|
2, 3-year options
|
||||||||||||
Ten Largest Tenants
|
391,631
|
82.3
|
% |
$13,427,660
|
98.8
|
% |
$34.29
|
|||||||||||||
Remaining Owned Tenants
|
6,114
|
1.3
|
159,525
|
1.2
|
26.09
|
|||||||||||||||
Vacant
|
77,963
|
16.4
|
0
|
0.0
|
0.00
|
|||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
475,708
|
100.0
|
% |
$13,587,185
|
100.0
|
% |
$34.16
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Provided that the Ernst & Young Tower Property is 70% occupied, Ernst & Young has the option to terminate one full floor (26,888 SF) effective June 1, 2019 with 270 days’ notice.
|
|
(3)
|
Wells Fargo has the right to terminate its lease effective 8/1/2020 with one year’s notice and payment of unamortized tenant improvements and leasing commissions and 12 months of base rent and recoveries.
|
|
(4)
|
McKinsey & Company, Inc. has the right to terminate its lease effective 1/1/2021 with one year’s notice and payment of unamortized tenant improvements and leasing commissions and 6 months of base rent.
|
|
(5)
|
Northwestern Mutual has the right to terminate its lease any time after 11/1/2020 with 270 days’ notice.
|
ERNST & YOUNG TOWER |
Tenant Name
|
Tenant Description
|
|
Ernst & Young
|
Ernst & Young is a global integrated professional services organization offering assurance, tax, transaction and other advisory services including IT audits and consulting.
|
|
Tucker Ellis and West
|
Tucker Ellis and West is a full-service law firm of more than 165 attorneys with offices in Cleveland, Columbus,
Denver, Los Angeles, and San Francisco.
|
|
OM Group, Inc.
|
OM Group, Inc. is a technology-based industrial growth company serving global markets including automotive systems, electronic devices, aerospace, industrial and renewable energy. OM Group, Inc. employs approximately 6,000 people worldwide and trades on the New York Stock Exchange under the symbol OMG.
|
|
Wells Fargo
|
Wells Fargo is an American multi-national banking and financial services holding company with operations around the world. Wells Fargo is the fourth largest bank in the U.S. by assets and the largest bank by market capitalization.
|
|
Porter Wright
|
Porter Wright is a full-service law firm with offices in Cleveland, Cincinnati, Columbus, Naples, Dayton, and Washington, D.C.
|
Year Ending
December 31, |
Expiring Owned
GLA
|
% of Owned
GLA |
Cumulative % of
Owned GLA |
UW Base Rent(2)
|
% of Total UW
Base Rent(2)
|
UW Base
Rent $ per SF(2)
|
# of Expiring Tenants
|
|||||||||||||
MTM
|
0
|
0.0
|
% |
0.0
|
% |
$0
|
0.0
|
% |
$0.00
|
0
|
||||||||||
2013
|
0
|
0.0
|
0.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2014
|
0
|
0.0
|
0.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2015
|
0
|
0.0
|
0.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2016
|
0
|
0.0
|
0.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2017
|
0
|
0.0
|
0.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2018
|
5,229
|
1.1
|
1.1
|
% |
151,641
|
1.1
|
29.00
|
1
|
||||||||||||
2019
|
0
|
0.0
|
1.1
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2020
|
14,024
|
2.9
|
4.0
|
% |
458,164
|
3.4
|
32.67
|
1
|
||||||||||||
2021
|
0
|
0.0
|
4.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2022
|
0
|
0.0
|
4.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
2023
|
180,292
|
37.9
|
41.9
|
% |
6,729,251
|
49.5
|
37.32
|
7
|
||||||||||||
2024 & Thereafter
|
198,200
|
41.7
|
83.6
|
% |
6,248,129
|
46.0
|
31.52
|
5
|
||||||||||||
Vacant
|
77,963
|
16.4
|
100.0
|
% |
0
|
0.0
|
0.00
|
0
|
||||||||||||
Total / Wtd. Avg.
|
475,708
|
100.0
|
% |
$13,587,185
|
100.0
|
% |
$34.16
|
14
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant. Information regarding historical leased percentage and historical average base rent per square foot at the Ernst & Young Tower Property is not available because the Ernst & Young Tower Property opened in June 2013.
|
|
(2)
|
Underwritten Base Rent includes the present value of contractual rent steps (discounted at a 9.25% discount rate) for Wells Fargo and Northwestern Mutual.
|
ERNST & YOUNG TOWER |
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the Ernst & Young Tower Property:
|
Underwritten
|
Underwritten
$ per SF
|
|||||
Base Rent
|
$13,525,128
|
$28.43
|
||||
Contractual Rent Steps(3)
|
62,057
|
0.13
|
||||
Gross Up Vacancy
|
2,363,422
|
4.97
|
||||
Total Rent
|
$15,950,607
|
$33.53
|
||||
Total Reimbursables
|
643,500
|
1.35
|
||||
Other Income
|
225,000
|
0.47
|
||||
Vacancy & Credit Loss
|
(2,363,422
|
) |
(4.97
|
) | ||
Effective Gross Income
|
$14,455,685
|
$30.39
|
||||
Total Operating Expenses
|
$6,239,093
|
$13.12
|
||||
Net Operating Income
|
$8,216,592
|
$17.27
|
||||
TI/LC
|
475,708
|
1.00
|
||||
Replacement Reserves
|
95,142
|
0.20
|
||||
Net Cash Flow
|
$7,645,742
|
$16.07
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Historical net operating or other financial information is not available because construction of the Ernst & Young Tower Property was completed in 2013.
|
|
(3)
|
Underwritten Base Rent includes the present value of contractual rent steps (discounted at a 9.25% discount rate) for Wells Fargo and Northwestern Mutual.
|
■
|
Appraisal. According to the appraisal, the Ernst & Young Tower Property had an “as-is” appraised value of $135,000,000 as of an effective date of July 1, 2013 and has an “as stabilized” appraised value of $145,000,000 as of an effective date of July 1, 2014.
|
■
|
Environmental Matters. Based on a Phase I environmental report dated March 25, 2013, the environmental consultant recommended no further action.
|
■
|
Market Overview and Competition. The Ernst & Young Tower Property is located in an area known as the Flats East Bank on the northwest periphery of the Cleveland central business district (“CBD”) core. The Flats East Bank is accessible from Hopkins International Airport via Cleveland’s Rapid Transit rail line and is in close proximity to downtown attractions such as the Rock & Roll Hall of Fame, a casino, the East 4th Street entertainment district, Playhouse Square, the Medical Mart, and Cleveland’s professional sporting venues.
|
Ernst & Young
Tower |
200 Public
Square |
North Point
Tower |
Key Tower
|
5/3 Center
|
||||||
Year Built
|
2013
|
1985
|
1990
|
1991
|
1992
|
|||||
Total GLA
|
475,708
|
1,228,941
|
591,938
|
1,300,000
|
508,397
|
|||||
Total Occupancy
|
84%
|
84%
|
88%
|
93%
|
81%
|
|||||
Quoted Rent Rate per SF
|
$10.55-$39.40
|
$24.50-$25.50
|
$22.00-$24.00
|
$25.00-$27.00
|
$19.00-$23.00
|
|||||
Expense Basis
|
Full Service
|
Full Service
|
Full Service
|
Full Service
|
Full Service
|
|
(1)
|
Source: Appraisal
|
|
(2)
|
The construction of the Ernst & Young Tower Property was completed in 2013 and achieves higher rents than its competitive set. All 14 leases at the Ernst & Young Tower Property have rent commencement dates between 11/1/2012 and 1/1/2014. Weighted average in-place gross rents at the Ernst & Young Tower Property are $34.00 per SF.
|
ERNST & YOUNG TOWER |
■
|
The Borrower. The borrower is Flats East Office LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Ernst & Young Tower Loan. The Wolstein Group, LLC, Scott A. Wolstein, Iris S. Wolstein and the Iris S. Wolstein Trust are the non-recourse carveout guarantors of the Ernst & Young Tower Loan, provided that Iris S. Wolstein, as individual, serves as a guarantor only in the event that the Iris S. Wolstein Trust fails to satisfy certain financial covenants as set forth in the related loan documents.
|
■
|
Escrows. In connection with the origination of the Ernst & Young Tower Loan, the borrower funded aggregate reserves of $24,088,979 with respect to the Ernst & Young Tower Property, comprised of: (i) $257,917 for real estate taxes and payments due under the TIF Mortgage (as defined below), (ii) $23,335 for insurance premiums, (iii) $9,779,988 for unfunded leasing cost obligations of the borrower to be disbursed to the borrower no more than monthly to reimburse for expenses incurred in connection with unfunded tenant improvements and leasing commissions, (iv) $7,053,516 as a holdback to pay down the outstanding principal balance of the ORDF Loan (as defined below) (in full, to the extent sufficient funds exist) secured by the Ernst & Young Tower Property upon a Satisfactory Holdback Release Event (as defined below), (v) $3,583,209 for obligations due to Gilbane, the general contractor (who is also a tenant at the Ernst & Young Tower Property), and other construction related payees, to be disbursed directly to the applicable payees no more than monthly to reimburse for expenses incurred in connection with the construction of the Ernst & Young Tower Property, (vi) $3,207,839 for free rent periods and rent abatements under existing leases at the Ernst & Young Tower Property, to be released and deposited into the cash management account pursuant to a schedule in the related loan documents which correlates to the free rent periods and rent abatement schedules under the applicable leases, and which release dates occur between November 24, 2013 and January 1, 2015, and (vii) $183,175 for one month of ground rent payable under the Lease (as defined below).
|
■
|
Lockbox and Cash Management. The Ernst & Young Tower Loan requires a hard lockbox and the borrower is required to direct tenants to pay rent directly to the lender controlled lockbox account. All available funds in the lender controlled lockbox account will be transferred on each business day to a cash management account, and applied in the following order: (1) to fund the monthly tax and TIF Mortgage payment deposit into the tax/TIF payment reserve, (2) to fund the monthly ground base rent deposit into the ground rent reserve, (3) to fund the monthly insurance deposit into the insurance reserve, (4) to fund any interest accruing at the default rate and late payment charges into the debt service account, (5) to fund the debt service due on the then applicable monthly payment date in the debt service account, (6) to fund the replacement reserve amount in the replacement reserve account, (7) to fund the TI/LC commissions into a leasing reserve account, (8) to fund any other amounts due to lender and/or servicer pursuant to the terms of the related loan documents, (9) to fund monthly operating expenses into the operating expense reserve account, and (10) to fund the monthly ground additional rent into the ground rent reserve. Any amounts remaining in the cash
|
ERNST & YOUNG TOWER |
|
management account after such deposits are to be deposited into the Ernst & Young Tower Excess Cash Flow Reserve and held as additional collateral for the Ernst & Young Tower Loan. Provided no event of default is continuing, the borrower has the right, but not more than three times during the term of the Ernst & Young Tower Loan, and in any event, not more than one time during any 12 month period, to either (i) substitute a letter of credit in exchange for cash on deposit in the excess cash flow account or (ii) substitute cash in exchange for any previously deposited letter of credit.
|
■
|
Property Management. The Ernst & Young Tower Property is currently managed by CBRE, Inc., an independent third party property management firm. Under the related loan documents, the Ernst & Young Tower Property may not be managed by any party other than CBRE, Inc. However, if no event of default under the related loan documents exists, the borrower may replace CBRE, Inc. with a management company approved by the lender, which such approval may be conditioned upon the lender’s receipt of a Rating Agency Confirmation. The lender has the right to terminate the management agreement and replace the manager or require that the borrower terminate the management agreement and replace the manager, among other instances, during an event of default by the borrower under the Ernst & Young Tower Loan after giving effect to any applicable notice and cure periods.
|
■
|
Subordinate Indebtedness. The borrower is obligated under certain secured subordinate indebtedness in the amount of the Subordinate Loans as described below. A second mortgage lien on the Ernst & Young Tower Leasehold Property and a third mortgage lien on the Ernst & Young Tower Fee Property (together, the “Subordinate Mortgage”) each secure payments due under the Subordinate Loans. A trust indenture (the “Indenture”) was originally executed in connection with the issuance of $91,900,000 Cleveland Cuyahoga County Port Authority First Mortgage Revenue Bonds, Series 2010A (Flats East Office LLC Project) (the “Revenue Bonds”), which, as of the closing date of the Ernst & Young Tower Loan and following the redemption of the senior Revenue Bond, had an aggregate outstanding principal balance of $27,053,516. At the closing of the Ernst & Young Tower Loan, the senior Revenue Bond issued by the Port Authority under the Indenture was redeemed, and the Subordinate Mortgage and Indenture were amended and restated. The Subordinate Mortgage now secures (i) 40 amended Port Authority Bonds each in the amount of $500,000 (collectively, the “CIF Bonds”) and an amended and restated note in the amount of $20,000,000 (the “CIF Loan”) made by the borrower, all held by and payable to Cleveland International Fund-Flats Ltd. (“CIF”) and (ii) an amended Port Authority Bond and an amended and restated note (the “ORDF Loan”) made by the borrower, each held by and payable to the Ohio Realty Development Fund LLC (“ORDF”). The CIF Loan and the ORDF Loan are collectively referred to herein as the “Subordinate Loans”. The CIF Loan has an outstanding balance of $20,000,000, has a fixed interest rate of 8.00%, has a coterminous maturity with the Ernst & Young Tower Loan, and is an interest-only loan. In accordance with the CIF Loan documents, and subject to compliance with the Standstill Agreement (as defined below), an affiliate of the borrower is required to purchase (i) on February 1, 2017, 30 CIF Bonds at a price equal to par plus accrued interest and fees outstanding, and (ii) on August 1, 2017, 10 CIF Bonds at a price equal to par plus accrued interest and fees outstanding, in each case pursuant to a purchase and sale agreement between CIF and such borrower affiliate. The purchase will be subject to the Standstill Agreement, and in addition, the borrower affiliate purchaser has no rights under the Standstill Agreement to take any action with respect to the CIF Loan. The ORDF Loan has an outstanding balance of $7,053,516, has a fixed interest rate of 8.00%, has a coterminous maturity with the Ernst & Young Tower Loan, and is an interest-only loan. ORDF may receive prepayments of principal made by the borrower from the holdback reserve described below in the section captioned Economic Holdback. The Subordinate Mortgage, the CIF Loan, and the ORDF Loan, are all subordinate to the Ernst & Young Tower Loan pursuant to a recorded subordination and standstill agreement (the “Standstill Agreement”).
|
■
|
Economic Holdback. $7,053,516 was deposited into a holdback reserve at closing to pay down the ORDF Loan. Provided no event of default exists, the borrower has the right (but no more than three times prior to the third anniversary of the closing date), upon each occurrence of a Satisfactory Holdback Release Event (as defined below) prior to October 11, 2016, to request that an amount equal to the corresponding amount that when disbursed from the holdback reserve results in a debt yield of 9.0%, based on the Net Loan Amount (as defined below), be disbursed from the holdback reserve and applied (i) first towards the payment of the outstanding principal balance of the ORDF Loan and (ii) then to the cash management account.
|
ERNST & YOUNG TOWER |
■
|
TIF Mortgage. A first mortgage lien on the Ernst & Young Tower fee estate (the “TIF Mortgage”) secures the obligation of the borrower, (which, as the current lessee of the Ernst & Young Tower Property, is an interest holder in the Ernst & Young Tower, which is the “office parcel” described in the TIF Mortgage and a declarant under the TIF Mortgage) to make the minimum payments allocated to such office parcel under the TIF Mortgage equal to $257,959.91 per month (the “Minimum Payments”) for the benefit of the (i) Huntington National Bank (a) as disbursing agent (the “Disbursing Agent”), (b) as trustee for the $15.0 million State Economic Development Bonds, and (c) as trustee for the $8.8 million Cleveland-Cuyahoga County Port Authority Development Revenue Bonds, and (ii) Bank of America as trustee for the $4.7 million Summit County Port Authority, Ohio Bond Fund Program (such bonds under clauses (i)(b), (i)(c) and (ii), collectively, the “TIF Bonds”, and the Disbursing Agent, and the trustees for such bonds, collectively, the “TIF Mortgagee”). Pursuant to a cooperative agreement among the initial owners of the TIF Parcels and the Declarants under the TIF Mortgage, (the “Declarants”), the City of Cleveland, and the port authorities described above, and a compensation agreement entered into by and between the City of Cleveland, the Cleveland Municipal School District (the “School District”) and the Declarants, the TIF Mortgagee is generally required to apply the Minimum Payments first, as compensation to the School District (which is applied to payments in lieu of taxes due under the TIF Mortgage), and the balance to the payments due under the TIF Bonds. If the actual tax bills for the Ernst & Young Tower Property are greater than the Minimum Payments, the borrower must pay, in addition to the Minimum Payments, such excess tax bills to the Disbursing Agent. The TIF Mortgage secures the Minimum Payments, and not the TIF Bonds which are secured by collateral unrelated to the Ernst & Young Tower Property (provided, that a portion of the Minimum Payment may be applied as described above to make payments on the TIF Bonds). In the event of a default under the TIF Mortgage, the payments due under the TIF Mortgage cannot be accelerated. The TIF Mortgagee only has the right to foreclose on the Ernst & Young Tower Fee Property for the amount of the delinquent Minimum Payments up to the time of the default. The Ernst & Young Tower Loan provides for monthly ongoing escrow reserves for taxes and Minimum Payments under the TIF Mortgage as described under “Escrows” above.
|
ERNST & YOUNG TOWER |
■
|
Ground Lease. The Ernst & Young Tower Leasehold Property consists of the borrower’s leasehold interest in the Ernst & Young Tower, evidenced by that certain Lease between Port Authority, as fee owner and lessor, and the borrower, as lessee (as amended, the “Lease”). As of the origination date of the Ernst & Young Tower Loan, the annual rent payable under the Lease was approximately $2,198,098.20, consisting of $2,164,281.24 for base rent and approximately $33,816.90 for additional rent. The portion of the Lease payments representing base rent correlates to the borrower’s payment obligations under the Subordinate Loans, and the additional rent represents an annual fee due and owing to the ground lessor equal to 0.125% of the outstanding principal balance of the Subordinate Loans. Accordingly, the base rent due under the Lease adjusts on a monthly or other periodic basis to equal the interest-only payments due under the Subordinate Loans, and the additional rent adjusts to reflect the outstanding principal balance from time to time of the Subordinate Loans. The expiration date of the Lease is December 31, 2036, and the borrower holds no options to extend the term of the Lease. The borrower maintains the right to purchase of the Ernst & Young Fee Property for a nominal amount upon full satisfaction of all obligations and payments required under the Lease with the underlying fee owner, including the full payment of the related CIF Loan and ORDF Loan.
|
■
|
Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Ernst & Young Tower Property, plus eighteen (18) months of business interruption coverage.” See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
THE OUTLET SHOPPES AT ATLANTA |
THE OUTLET SHOPPES AT ATLANTA |
THE OUTLET SHOPPES AT ATLANTA |
THE OUTLET SHOPPES AT ATLANTA |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC
|
||||
Location (City/State)
|
Woodstock, Georgia
|
Cut-off Date Principal Balance
|
$79,902,085
|
||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$215.31
|
||||
Size (SF)
|
371,098
|
Percentage of Initial Pool Balance
|
9.2%
|
||||
Total Occupancy as of 9/1/2013(1)
|
97.2%
|
Number of Related Mortgage Loans
|
None
|
||||
Owned Occupancy as of 9/1/2013(1)
|
97.2%
|
Type of Security(3)
|
Fee Simple
|
||||
Year Built / Latest Renovation
|
2013 / NAP
|
Mortgage Rate
|
4.9000%
|
||||
Appraised Value(2)
|
$133,775,000
|
Original Term to Maturity (Months)
|
120
|
||||
Original Amortization Term (Months)
|
360
|
||||||
Original Interest Only Period (Months)
|
NAP
|
||||||
Underwritten Revenues
|
$12,599,604
|
||||||
Underwritten Expenses
|
$3,603,206
|
Escrows(4)
|
|||||
Underwritten Net Operating Income (NOI)
|
$8,996,398
|
Upfront
|
Monthly
|
||||
Underwritten Net Cash Flow (NCF)
|
$8,591,084
|
Taxes
|
$0
|
$15,033
|
|||
Cut-off Date LTV Ratio(2)
|
59.7%
|
Insurance
|
$0
|
$0
|
|||
Maturity Date LTV Ratio(2)
|
48.5%
|
Replacement Reserves
|
$0
|
$0
|
|||
DSCR Based on Underwritten NOI / NCF
|
1.77x / 1.69x
|
TI/LC
|
$0
|
$0
|
|||
Debt Yield Based on Underwritten NOI / NCF
|
11.3% / 10.8%
|
Other(5)
|
$9,996,144
|
$0
|
|||
Sources and Uses | |||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||
Loan Amount
|
$80,000,000
|
100.0%
|
Loan Payoff
|
$53,236,312
|
66.5%
|
||
Principal Equity Distribution
|
16,000,376
|
20.0
|
|||||
Reserves
|
9,996,144
|
12.5
|
|||||
Closing Costs
|
767,168
|
1.0
|
|||||
Total Sources
|
$80,000,000
|
100.0%
|
Total Uses
|
$80,000,000
|
100.0%
|
(1)
|
Total Occupancy and Owned Occupancy include the following five tenants that have executed leases but are not yet open or paying rent: C Wonder, Charlie’s Steakery, Isaac Mizrahi, Villa Pizza and Vineyard Vines. Charlie’s Steakery, Villa Pizza and Vineyard Vines are expected to take occupancy and begin paying rent in November 2013. C Wonder is expected to take occupancy and begin paying rent in January 2014. Isaac Mizrahi is expected to take occupancy and begin paying rent in April 2014. Total Occupancy and Owned Occupancy excluding these tenants is 94.6%.
|
|
(2)
|
The Appraised Value of $133,775,000 takes into account the appraiser’s estimated value of the PILOT Program described below under “—PILOT Program” of $2,775,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio without taking into account the value of the PILOT Program are 61.0% and 49.5%, respectively.
|
|
(3)
|
See “—PILOT Program” below.
|
|
(4)
|
See “—Escrows” below.
|
|
(5)
|
At origination, the borrower reserved $7,770,381 for outstanding leasing cost obligations and $2,225,764 for unfunded construction costs. On November 25, 2013 $2,384,477 was released from the unfunded obligations account in connection with certain leasing cost obligations and certain construction costs. An additional $2,001,411 is expected to be released in December 2013 in connection with certain leasing cost obligations and certain construction costs.
|
n
|
The Mortgage Loan. The mortgage loan (“The Outlet Shoppes at Atlanta Loan”) is evidenced by a note in the original principal amount of $80,000,000 and is secured by a first mortgage encumbering a retail outlet shopping center located in Woodstock, Georgia known as The Outlet Shoppes at Atlanta (“The Outlet Shoppes at Atlanta Property”). The Outlet Shoppes at Atlanta Loan was originated by Goldman Sachs Mortgage Company on October 11, 2013 and represents approximately 9.2% of the Initial Pool Balance. The note evidencing The Outlet Shoppes at Atlanta Loan has an outstanding principal balance as of the Cut-off Date of $79,902,085 and has an interest rate of 4.9000% per annum. The borrower utilized a portion of the proceeds of The Outlet Shoppes at Atlanta Loan to refinance existing debt on The Outlet Shoppes at Atlanta Property and to return equity to the borrower sponsor.
|
n
|
The Mortgaged Property. The Outlet Shoppes at Atlanta Property is a 371,098 SF retail outlet shopping center located in Woodstock, Georgia. The grand opening occurred on July 18, 2013. The tenancy includes national retailers such as Nike, Saks Fifth Avenue Off Fifth and Coach. As of September 1, 2013 the Total Occupancy and Owned Occupancy were both 97.2%.
|
THE OUTLET SHOPPES AT ATLANTA |
Tenant
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA |
% of
GLA |
UW Base
Rent |
% of Total
UW Base Rent |
UW
Base Rent $ per SF |
Lease Expiration
|
Renewal /
Extension Options |
|||||||||||||
Love Culture
|
NR / NR / NR
|
10,007
|
2.7
|
% |
$332,032
|
3.6
|
% |
$33.18
|
7/31/2023
|
NA
|
|||||||||||
Coach
|
NR / NR / NR
|
7,055
|
1.9
|
292,500
|
3.2
|
41.46
|
1/31/2024
|
NA
|
|||||||||||||
Nike
|
NR / A1 / AA-
|
13,692
|
3.7
|
287,532
|
3.1
|
21.00
|
1/31/2019
|
3, 5-year options
|
|||||||||||||
Saks Fifth Avenue Off Fifth
|
NR / NR / NR
|
24,807
|
6.7
|
272,877
|
3.0
|
11.00
|
7/31/2023
|
3, 5-year options
|
|||||||||||||
Brooks Brothers
|
NR / NR / NR
|
7,484
|
2.0
|
228,262
|
2.5
|
30.50
|
7/31/2023
|
2, 5-year options
|
|||||||||||||
Columbia Sportswear
|
NR / NR / NR
|
7,995
|
2.2
|
177,089
|
1.9
|
22.15
|
1/31/2024
|
NA
|
|||||||||||||
Tommy Hilfiger
|
NR / Ba3 / BB+
|
7,484
|
2.0
|
169,587
|
1.8
|
22.66
|
7/31/2018
|
2, 5-year options
|
|||||||||||||
Dress Barn
|
NR / NR / NR
|
7,203
|
1.9
|
165,669
|
1.8
|
23.00
|
12/31/2023
|
1, 5-year option
|
|||||||||||||
Charlotte Russe
|
NR / NR / NR
|
5,404
|
1.5
|
162,120
|
1.8
|
30.00
|
7/31/2023
|
NA
|
|||||||||||||
Famous Footwear
|
NR / NR / NR
|
4,941
|
1.3
|
158,112
|
1.7
|
32.00
|
7/31/2023
|
1, 5-year option
|
|||||||||||||
Ten Largest Owned Tenants
|
96,072
|
25.9
|
% |
$2,245,781
|
24.4
|
% |
$23.38
|
||||||||||||||
Remaining Owned Tenants(2)
|
264,462
|
71.3
|
6,972,607
|
75.6
|
26.37
|
||||||||||||||||
Vacant Spaces (Owned Space)
|
10,564
|
2.8
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
371,098
|
100.0
|
% |
$9,218,388
|
100.0
|
% |
$25.57
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
(2)
|
Total Occupancy and Owned Occupancy include the following five tenants that have executed leases but are not yet open or paying rent: C Wonder, Charlie’s Steakery, Isaac Mizrahi, Villa Pizza and Vineyard Vines. Charlie’s Steakery, Villa Pizza and Vineyard Vines are expected to take occupancy and begin paying rent in November 2013. C Wonder is expected to take occupancy and begin paying rent in January 2014. Isaac Mizrahi is expected to take occupancy and begin paying rent in April 2014. We cannot assure you that these tenants will take occupancy and commence rent payments as expected or at all.
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of
Owned GLA |
UW Base Rent
|
% of Total UW
Base Rent |
UW Base Rent
$ per SF |
# Expiring
Tenants |
||||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$ 0
|
0.0
|
% |
$0.00
|
0
|
||||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
4,733
|
1.3
|
1.3%
|
120,601
|
1.3
|
25.48
|
3
|
||||||||||||||
2015
|
0
|
0.0
|
1.3%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2016
|
0
|
0.0
|
1.3%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2017
|
0
|
0.0
|
1.3 %
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2018
|
66,537
|
17.9
|
19.2%
|
1,694,370
|
18.4
|
25.47
|
19
|
||||||||||||||
2019
|
57,436
|
15.5
|
34.7%
|
1,376,825
|
14.9
|
23.97
|
13
|
||||||||||||||
2020
|
0
|
0.0
|
34.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
34.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
34.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
143,994
|
38.8
|
73.5%
|
3,798,495
|
41.2
|
26.38
|
43
|
||||||||||||||
2024 & Thereafter
|
87,834
|
23.7
|
97.2%
|
2,228,097
|
24.2
|
25.37
|
23
|
||||||||||||||
Vacant
|
10,564
|
2.8
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
371,098
|
100.0
|
% |
$9,218,388
|
100.0
|
% |
$25.57
|
101
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
THE OUTLET SHOPPES AT ATLANTA |
2011
|
2012
|
As of
9/1/2013(1) |
||||
Owned Space
|
NA
|
NA
|
97.2%
|
(1)
|
Total Occupancy and Owned Occupancy include the following five tenants that have executed leases but are not yet open or paying rent: C Wonder, Charlie’s Steakery, Isaac Mizrahi, Villa Pizza and Vineyard Vines. Charlie’s Steakery, Villa Pizza and Vineyard Vines are expected to take occupancy and begin paying rent in November 2013. C Wonder is expected to take occupancy and begin paying rent in January 2014. Isaac Mizrahi is expected to take occupancy and begin paying rent in April 2014.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at The Outlet Shoppes at Atlanta Property:
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||
Base Rent(3)(4)
|
$9,218,388
|
$24.84
|
||||
Other Rental Revenue(5)
|
288,400
|
0.78
|
||||
Gross Up Vacancy
|
349,507
|
0.94
|
||||
Total Rent
|
$9,856,295
|
$26.56
|
||||
Total Reimbursables
|
3,202,743
|
8.63
|
||||
Other Income(6)
|
165,454
|
0.45
|
||||
Vacancy & Credit Loss
|
(624,888
|
) |
(1.68
|
) | ||
Effective Gross Income
|
$12,599,604
|
$33.95
|
||||
Total Operating Expenses
|
$3,603,206
|
$9.71
|
||||
Net Operating Income
|
$8,996,398
|
$24.24
|
||||
TI/LC
|
349,649
|
0.94
|
||||
Capital Expenditures
|
55,665
|
0.15
|
||||
Net Cash Flow
|
$8,591,084
|
$23.15
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
(2)
|
Underwritten cash flow based on the 9/1/2013 rent roll with rent steps through 11/30/2014.
|
(3)
|
Underwritten base rent includes the following amount with respect to one tenant who pays rent based on a percentage of sales in lieu of base rent: Coach (7,055 SF, base rent of $292,500 based on year-1 sales estimated by the borrower sponsor). We cannot assure you Coach will achieve these sales and that the rent paid by Coach will not be lower.
|
(4)
|
Underwritten base rent includes the following amounts with respect to the following six tenants who pay rent based on the greater of a fixed amount or a percentage of sales in lieu of base rent: Jones New York (3,399 SF, base rent of $95,172), C Wonder (2,919 SF, base rent of $64,218), Book Warehouse (2,504 SF, base rent of $30,000), Kasper (2,401 SF, base rent of $67,228), Nine West (2,396 SF, base rent of $67,088) and Easy Spirit (2,294 SF, base rent of $64,232).
|
(5)
|
Other rental revenue Includes rental revenue from kiosk, temporary, specialty and other tenants.
|
(6)
|
Other income includes trash pad rental income and signage income.
|
n
|
Appraisal. According to the appraisal, The Outlet Shoppes at Atlanta Property had an “as-is” appraised value of $133,775,000 as of an effective date of September 10, 2013. The appraised value of $133,775,000 takes into account the appraiser’s estimated value of the PILOT Program described below under “—PILOT Program” of $2,775,000.
|
n
|
Environmental Matters. Based on a Phase I environmental report dated October 2, 2013 there are no recognized environmental conditions or recommendations for further action at The Outlet Shoppes at Atlanta Property.
|
n
|
Market Overview and Competition. The Outlet Shoppes at Atlanta Property is a regional outlet shopping center in Woodstock, Georgia. The Outlet Shoppes at Atlanta Property is the only regional outlet shopping center in the local trade area. The closest competing regional outlet shopping centers identified in the appraisal are approximately 32 miles from The Outlet Shoppes at Atlanta Property located in Dawsonville, Georgia and Calhoun, Georgia. As of 2013, the 5, 10, and 25 mile trade area zones had an average population of 131,972, 415,318, and 2,212,022, respectively.
|
n
|
The Borrower. The borrower is Atlanta Outlet Shoppes, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Outlet Shoppes at Atlanta Loan. CBL & Associates Limited Partnership and Horizon Group Properties, L.P. are the non-recourse carveout guarantors under The Outlet Shoppes at Atlanta Loan.
|
THE OUTLET SHOPPES AT ATLANTA |
n
|
Escrows. At origination, the borrower funded a reserve account in the amount of $9,996,144 with respect to certain unfunded obligations. On November 25, 2013 $2,384,477 was released from the unfunded obligations account in connection with certain leasing cost obligations and certain construction costs. An additional $2,001,411 is expected to be released in December 2013 in connection with certain leasing cost obligations and certain construction costs. On each due date, the borrower will be required to fund (i) a tax reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay taxes over the then succeeding twelve-month period and (ii) in the absence of a blanket insurance policy or if there is an event of default, an insurance reserve in an amount equal to one-twelfth of the amount that the lender estimates will be necessary to pay insurance premiums over the then succeeding twelve month period. Upon the earlier to occur of (i) July 18, 2016 and (ii) the occurrence of an Outlet Shoppes at Atlanta Trigger Period or an event of default, the borrower will be required to fund a tenant improvements and leasing commissions reserve on each due date in an amount equal to $30,924.83, up to a cap of $742,196.00.
|
n
|
Lockbox and Cash Management. The Outlet Shoppes at Atlanta Loan requires a hard lockbox, with springing cash management. The loan documents require the borrower to direct the tenants to pay their rents directly to a lender controlled lockbox account. The loan documents also require that all cash revenues relating to The Outlet Shoppes at Atlanta Property and all other money received by the borrower or the property manager be deposited into the lockbox account by the end of the first business day following the borrower’s or the property manager’s receipt. All amounts in any lockbox account, absent an event of default or Outlet Shoppes at Atlanta Trigger Period, will be remitted directly into an operating account designated and accessible by the borrower and pledged to the lender. During an event of default under The Outlet Shoppes at Atlanta Loan or Outlet Shoppes at Atlanta Trigger Period, all amounts in the lockbox account will be swept to the lender-controlled cash management account on a daily basis. During the continuance of an Outlet Shoppes at Atlanta Trigger Period, the loan documents require that all amounts on deposit in the cash management account, after the payment of debt service and budgeted operating expenses and the funding of required monthly reserves be reserved and held as additional collateral for The Outlet Shoppes at Atlanta Loan. During the continuance of an event of default, the lender may apply any funds in the cash management account to amounts payable under The Outlet Shoppes at Atlanta Loan and/or toward the payment of expenses of The Outlet Shoppes at Atlanta Property, in such order of priority as the lender may determine.
|
n
|
Property Management. The Outlet Shoppes at Atlanta Property is currently managed by Horizon Group Properties, LP, an affiliate of the borrower, pursuant to a management agreement. Under the loan documents, The Outlet Shoppes at Atlanta Property may not be managed by any other party, other than a management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender may replace or require the borrower to replace the property manager during the continuance of an event of default under The Outlet Shoppes at Atlanta Loan, during the continuance of a material default by the property manager under the management agreement after the expiration of any applicable cure period or upon the filing of a bankruptcy petition or the occurrence of a similar event with respect to the property manager.
|
n
|
Mezzanine or Secured Subordinate Indebtedness. Not permitted.
|
THE OUTLET SHOPPES AT ATLANTA |
n
|
Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of The Outlet Shoppes at Atlanta Property, plus eighteen months of rental loss and/or business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of The Outlet Shoppes at Atlanta Loan as required by the preceding sentence, but in that event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption and/or rental loss insurance required under the loan documents (not including the terrorism and earthquake components of such casualty and business interruption and/or rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. The terrorism insurance is required to contain a deductible that is approved by the lender, is no larger than is customary for similar policies covering similar properties in the geographic market in which The Outlet Shoppes at Atlanta Property is located and is no larger than $100,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for The Outlet Shoppes at Atlanta Property are separately allocated under the blanket policy to The Outlet Shoppes at Atlanta Property and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
n
|
Release of Collateral. The borrower has the right to obtain the release of one or more vacant, non-income producing parcels, subject to certain conditions set forth in the loan agreement, including among others: (i) no event of default is continuing under The Outlet Shoppes at Atlanta Loan, (ii) contemporaneously with such release, the applicable parcel is conveyed to a third party for use in a manner that is not inconsistent with the use of The Outlet Shoppes at Atlanta Property, (iii) a determination that certain REMIC requirements will be met and (iv) delivery of Rating Agency Confirmation.
|
n
|
PILOT Program. The Outlet Shoppes at Atlanta Property is expected to take advantage of a payment-in-lieu of taxes program (the “PILOT Program”) sponsored by Cherokee County Development Authority (the “Municipality”). To effectuate the PILOT Program, the borrower is expected to transfer legal title to the fee interest in The Outlet Shoppes at Atlanta Property to the Municipality (who will execute a joinder to the mortgage pursuant to which it will, among other things, acknowledge that it has taken title to The Outlet Shoppes at Atlanta Property subject to the mortgage and that its fee interest is subject and subordinate to the mortgage), who will lease such property back to the borrower. The base rent payments on the lease equal the interest payments on the note that was issued by the Municipality to finance the purchase of The Outlet Shoppes at Atlanta Property. Since the borrower is both the holder of such note and the tenant under such lease, no amounts actually change hands in respect of payments on the note. Pursuant to the terms and conditions of the PILOT Program, municipal taxes on The Outlet Shoppes at Atlanta Property will be abated for a 10-year period beginning in 2014, beginning with a 90% abatement during the first 6 years, and gradually increasing until the abatement is fully eliminated. In connection with the transfer to the Municipality, the borrower has retained the option to terminate the lease at any time and, following such termination, repurchase The Outlet Shoppes at Atlanta Property (the “PILOT Purchase Option”), in consideration for the payment of no more than $100. The PILOT Purchase Option will be assigned to, and exercisable by, the lender during an event of default, may be exercised by the borrower with reasonably prior written consent of the lender, and is expected to be exercised by the borrower following the elimination of the municipal tax abatement. Any exercise of the purchase option or foreclosure by the lender on the fee interest in The Outlet Shoppes at Atlanta Property would cause the foregoing tax abatement to terminate and cause the reinstatement of full property taxes. The PILOT Program transaction is expected to occur prior to or shortly after the securitization Closing Date.
|
MIRACLE MILE SHOPS |
MIRACLE MILE SHOPS |
MIRACLE MILE SHOPS |
MIRACLE MILE SHOPS |
MIRACLE MILE SHOPS |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||||||||||||||
Location (City/State)
|
Las Vegas, Nevada
|
Cut-off Date Principal Balance(4)
|
$75,000,000
|
||||||||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF(3)
|
$1,292.23
|
||||||||||||||
Size (SF)(1)
|
448,835
|
Percentage of Initial Pool Balance
|
8.7%
|
||||||||||||||
Total Occupancy as of 7/3/2013(2)
|
98.1%
|
Number of Related Mortgage Loans
|
None
|
||||||||||||||
Owned Occupancy as of 7/3/2013(2)
|
98.1%
|
Type of Security
|
Fee Simple
|
||||||||||||||
Year Built / Latest Renovation
|
2000 / 2007-2008
|
Mortgage Rate
|
5.2500%
|
||||||||||||||
Appraised Value
|
$925,000,000
|
Original Term to Maturity (Months)
|
120
|
||||||||||||||
Original Amortization Term (Months)
|
360
|
||||||||||||||||
Original Interest Only Period (Months)
|
60
|
||||||||||||||||
Underwritten Revenues
|
$67,175,766
|
||||||||||||||||
Underwritten Expenses
|
$18,739,813
|
Escrows(5)
|
|||||||||||||||
Underwritten Net Operating Income (NOI)
|
$48,435,953
|
Upfront
|
Monthly
|
||||||||||||||
Underwritten Net Cash Flow (NCF)
|
$47,672,934
|
Taxes
|
$508,750
|
$169,583
|
|||||||||||||
Cut-off Date LTV Ratio(3)
|
62.7%
|
Insurance
|
$0
|
$0
|
|||||||||||||
Maturity Date LTV Ratio(3)
|
58.0%
|
Replacement Reserves
|
$0
|
$7,481
|
|||||||||||||
DSCR Based on Underwritten NOI / NCF(3)
|
1.26x / 1.24x
|
TI/LC
|
$1,310,955
|
$56,104
|
|||||||||||||
Debt Yield Based on Underwritten NOI / NCF(3)
|
8.4% / 8.2%
|
Other(6)
|
$162,000
|
$0
|
|||||||||||||
Sources and Uses | |||||||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||||||||||
Loan Amount
|
$580,000,000
|
100.0%
|
Loan Payoff/Defeasance
|
$551,424,876
|
95.1%
|
||||||||||||
Principal Equity Distribution
|
24,018,156
|
4.1
|
|||||||||||||||
Closing Costs
|
2,575,263
|
0.4
|
|||||||||||||||
Reserves
|
1,981,705
|
0.3
|
|||||||||||||||
Total Sources
|
$580,000,000
|
100.0%
|
Total Uses
|
$580,000,000
|
100.0%
|
|
(1)
|
Total SF of 448,835 excludes the Harmon corridor first release parcel (52,926 SF). The Harmon Corridor First Release Parcel (as described below under “—The Mortgaged Property”) is a freely releasable collateral parcel and has been excluded from the Appraised Value and Underwritten NCF.
|
|
(2)
|
Total Occupancy and Owned Occupancy is based on total SF of 448,835 and excludes the Harmon Corridor First Release Parcel (as described below under “—The Mortgaged Property”).
|
|
(3)
|
Calculated based on the entire Miracle Mile Shops Whole Loan.
|
|
(4)
|
The Cut-off Date Principal Balance of $75,000,000 represents the non-controlling Note A-3-2 of a $580.0 million whole loan evidenced by six pari passu notes, the other five of which are the controlling Note A-1, non-controlling Note A-2, non-controlling Note A-3-1, non-controlling Note A-4-1 and non-controlling Note A-4-2 pari passu companion loans, with original principal balances of $145.0 million, $145.0 million, $70.0 million, $110.0 million and $35.0 million, respectively. Each of the other five pari passu notes has been, or is expected to be, contributed to a securitization transaction, as described under “—The Mortgage Loan” below.
|
|
(5)
|
See “—Escrows” below.
|
|
(6)
|
Other upfront escrow represents a reserve for deferred maintenance of $162,000. See “—Escrows” below.
|
n
|
The Mortgage Loan. The Miracle Mile Shops loan (the “Miracle Mile Shops Loan”) is a fixed rate loan secured by the borrower’s fee simple interest in a 448,835 SF Class A, super-regional mall and the Harmon Corridor First Release Parcel (as defined below) located at 3663 Las Vegas Boulevard South in Las Vegas, Nevada (the “Miracle Mile Shops Property”) with an original principal balance of $75,000,000. The Miracle Mile Shops Loan consists of the non-controlling Note A-3-2 of a $580.0 million whole loan that is evidenced by six pari passu notes (collectively, the “Miracle Mile Shops Whole Loan”). The Miracle Mile Shops Whole Loan was originated by Cantor Commercial Real Estate Lending, L.P. (“CCRE”), Citigroup Global Markets Realty Corp. (“CGMRC”) and JPMorgan Chase Bank National Association (“JPMCB”). Only the $75.0 million non-controlling Note A-3-2 will be included in the CGCMT 2013-GC17 transaction. The controlling Note A-1 pari passu companion loan, with an original principal balance of $145.0 million, was contributed to the COMM 2013-CCRE12 transaction. The non-controlling Note A-2 pari passu companion loan, with an original principal balance of $145.0 million, was contributed to the COMM 2013-CCRE11 transaction. The non-controlling Note A-3-1 pari passu companion loan, with an original principal balance of $70.0 million, was contributed to the GSMS 2013-GCJ16 transaction. The non-controlling Note A-4-1 pari passu companion loan, with an original principal balance of $110.0 million, was contributed to the JPMBB 2013-C15 transaction. The non-controlling Note A-4-2 pari passu companion loan, with an original principal balance of $35.0 million, is expected to be contributed to the JPMCC 2013-C16 transaction.
|
MIRACLE MILE SHOPS |
n
|
The Mortgaged Property. The Miracle Mile Shops Property consists of a Class A, super regional mall containing 448,835 SF of total leasable area and an adjacent 11-story parking garage. Additionally, the Miracle Mile Shops Property contains one freely releasable parcel totaling 52,926 SF that has been excluded from Underwritten Net Cash Flow and the Appraised Value (the “Harmon Corridor First Release Parcel”) and an adjacent parcel containing 9,663 SF that may be released for a release price (the “Harmon Corridor Second Release Parcel”, and together with the Harmon Corridor First Release Parcel, the “Harmon Corridor”), as described below under “Partial Release”. The Miracle Mile Shops Property has approximately 1,300 linear feet of frontage along Las Vegas Boulevard at the base of the Planet Hollywood Resort & Casino (“Planet Hollywood”). The local area, commonly known as the central portion of the Las Vegas Strip Resort Corridor (the “Las Vegas Strip”), consists of well-established resort casino-hotels, business hotels, apartment complexes and commercial retail buildings. The Miracle Mile Shops Property has nine public access points including three direct entrances from Planet Hollywood, three sidewalk accessible entrances, one valet parking entrance and two parking structure entrances. The Miracle Mile Shops Property was originally constructed in 2000 and was repositioned and rebranded by the borrower sponsor following an extensive $130.0 million, four year capital improvement program that began in 2003 and 2004. The Miracle Mile Shops Property also includes three exterior LED video screens located on the north, northwest and southwest exteriors, which aid the overall marketing and visibility of the Miracle Mile Shops Property. Two pedestrian bridges meet at the corner of Harmon Avenue and Las Vegas Boulevard adjacent to the Miracle Mile Shops Property, creating a consistent source of pedestrian foot traffic. In addition, the borrower sponsor recently built a double escalator leading from the pedestrian bridge to the southern entrance of the Miracle Mile Shops Property.
|
MIRACLE MILE SHOPS |
2010
|
2011
|
2012
|
TTM 6/30/2013
|
|||||
In-line Tenants Sales per SF
|
$814
|
$884
|
$875
|
$868
|
|
(1)
|
Historical Sales are based on historical operating statements provided by the borrower and exclude the Harmon Corridor First Release Parcel.
|
|
(2)
|
In-line tenant sales include all tenants occupying less than 10,000 SF, which have been in occupancy and reported sales for a minimum of 12 months. Approximately 74.3% of total occupied in-line & temporary tenant SF have reported sales for at least 12 months.
|
2010
|
2011
|
2012
|
TTM 6/30/2013
|
|||||||||||||
Sales Summary
|
# of
Tenants
|
% of
Reporting
Tenants
|
# of
Tenants
|
% of
Reporting
Tenants
|
# of
Tenants
|
% of
Reporting
Tenants
|
# of
Tenants
|
% of
Reporting
Tenants
|
||||||||
$0 - $400 per SF
|
11
|
12.4%
|
8
|
8.1%
|
6
|
6.2%
|
7
|
7.1%
|
||||||||
$401 - $600 per SF
|
22
|
24.7%
|
23
|
23.2%
|
22
|
22.7%
|
25
|
25.3%
|
||||||||
$601 - $800 per SF
|
20
|
22.5%
|
19
|
19.2%
|
22
|
22.7%
|
19
|
19.2%
|
||||||||
$801 - $1,000 per SF
|
6
|
6.7%
|
12
|
12.1%
|
12
|
12.4%
|
15
|
15.2%
|
||||||||
≥ $1,000 per SF
|
30
|
33.7%
|
37
|
37.4%
|
35
|
36.1%
|
33
|
33.3%
|
|
(1)
|
Historical Sales are based on historical operating statements provided by the borrower and exclude the Harmon Corridor First Release Parcel.
|
|
(2)
|
Tenant sales include all tenants in occupancy that have reported sales for a minimum of 12 months. Number of reporting tenants included 89 tenants in 2010, 99 tenants in 2011, 97 tenants in 2012 and 99 tenants in TTM 6/30/2013.
|
MIRACLE MILE SHOPS |
Ratings
(Fitch/Moody’s/S&P)(2)
|
Tenant
GLA
|
% of Total
GLA
|
Lease
Expiration
|
Annual UW
Base Rent per
SF(3)
|
Total Sales
(000s)(4)
|
Tenant
Sales per
SF(4)
|
Occupancy
Cost(5)
|
|||||||
General Retail (≥ 5,000 SF)
|
||||||||||||||
Gap/Gap Kids/Baby Gap
|
BBB-/Baa3/BBB-
|
20,872
|
4.7%
|
8/31/2015
|
$50.97
|
$6,262
|
$300
|
18.9%
|
||||||
Urban Outfitters
|
NR/NR/NR
|
12,500
|
2.8
|
4/30/2018
|
$81.84
|
NAV
|
NAV
|
NAV
|
||||||
Shoe Palace
|
NR/NR/NR
|
5,000
|
1.1
|
4/30/2024
|
$72.00
|
NAV
|
NAV
|
NAV
|
||||||
Victoria’s Secret
|
BB+/Ba2/BB+
|
7,772
|
1.7
|
1/31/2021
|
$91.00
|
$12,396
|
$1,595
|
8.4%
|
||||||
Test America
|
NR/NR/NR
|
7,483
|
1.7
|
12/31/2014
|
$43.95
|
NAV
|
NAV
|
NAV
|
||||||
H & M
|
NR/NR/NR
|
7,410
|
1.7
|
1/31/2018
|
$60.00
|
$5,755
|
$777
|
9.3%
|
||||||
ABC Stores
|
NR/NR/NR
|
5,898
|
1.3
|
8/31/2022
|
$95.62
|
$7,264
|
$1,232
|
12.4%
|
||||||
Sephora
|
NR/NR/NR
|
5,861
|
1.3
|
8/31/2015
|
$105.00
|
$11,502
|
$1,963
|
7.8%
|
||||||
Guess
|
NR/NR/NR
|
5,755
|
1.3
|
1/31/2022
|
$72.00
|
$4,230
|
$735
|
15.6%
|
||||||
Bebe
|
NR/NR/NR
|
5,715
|
1.3
|
1/31/2021
|
$83.00
|
$2,888
|
$505
|
22.5%
|
||||||
Loft
|
NR/NR/NR
|
5,485
|
1.2
|
1/31/2016
|
$55.00
|
$2,089
|
$381
|
24.0%
|
||||||
Foot Locker/House Of Hoops
|
NR/Ba3/BB+
|
5,400
|
1.2
|
7/31/2021
|
$111.62
|
NAV
|
NAV
|
NAV
|
||||||
Subtotal
|
95,151
|
21.2%
|
$72.52
|
$52,386
|
$809
|
12.1%
|
||||||||
Food & Beverage (≥ 5,000 SF)
|
||||||||||||||
Cheeseburger Las Vegas
|
NR/NR/NR
|
15,940
|
3.6%
|
10/31/2016
|
$59.52
|
$4,403
|
$276
|
25.7%
|
||||||
PBR Rock Bar
|
NR/NR/NR
|
13,694
|
3.1
|
7/31/2020
|
$158.56
|
$14,866
|
$1,086
|
19.6%
|
||||||
Cabo Wabo
|
NR/NR/NR
|
11,457
|
2.6
|
6/30/2024
|
$166.35
|
$14,201
|
$1,239
|
17.3%
|
||||||
Pampas Churrascaria(6)
|
NR/NR/NR
|
9,663
|
2.2
|
3/31/2016
|
$60.00
|
$7,516
|
$778
|
9.8%
|
||||||
Ocean One Bar & Grille
|
NR/NR/NR
|
6,698
|
1.5
|
9/30/2015
|
$62.71
|
$3,367
|
$503
|
15.6%
|
||||||
La Salsa Cantina
|
NR/NR/NR
|
5,902
|
1.3
|
4/30/2017
|
$40.00
|
$3,812
|
$646
|
9.1%
|
||||||
Lombardi’s
|
NR/NR/NR
|
5,592
|
1.2
|
8/31/2015
|
$80.00
|
$3,071
|
$549
|
17.8%
|
||||||
Blondies Sports Bar & Grill
|
NR/NR/NR
|
5,301
|
1.2
|
5/31/2019
|
$70.00
|
$4,385
|
$827
|
10.6%
|
||||||
Subtotal
|
74,247
|
16.5%
|
$95.36
|
$55,621
|
$749
|
16.4%
|
||||||||
Specialty Entertainment (≥ 5,000 SF)
|
||||||||||||||
V Theater
|
NR/NR/NR
|
30,883
|
6.9%
|
12/31/2018
|
$46.00
|
$12,836
|
$416
|
13.1%
|
||||||
Saxe Theater
|
NR/NR/NR
|
22,398
|
5.0
|
6/30/2020
|
$48.00
|
$11,234
|
$502
|
13.6%
|
||||||
Playing Field Race & Sports Books
|
NR/NR/NR
|
19,647
|
4.4
|
7/31/2025
|
$45.17
|
NAV
|
NAV
|
NAV
|
||||||
Subtotal
|
72,928
|
16.2%
|
$46.39
|
$24,070
|
$452
|
13.3%
|
||||||||
In-line Tenants (< 5,000 and ≥ 1,000 SF)(7)
|
176,200
|
39.3
|
$100.15
|
$105,167
|
$813
|
19.8%
|
||||||||
In-line Tenants (<1,000 SF)(7)
|
21,807
|
4.9
|
$206.77
|
$15,505
|
$1,373
|
17.0%
|
||||||||
Total Occupied Collateral
|
440,333
|
98.1%
|
$89.75
|
$252,749
|
$759
|
16.7%
|
||||||||
Vacant
|
8,502
|
1.9
|
||||||||||||
Total Collateral(8)
|
448,835
|
100.0%
|
|
(1)
|
Based on rent roll as of July 3, 2013.
|
|
(2)
|
Certain ratings may be those of the parent company whether or not the parent company guarantees the lease.
|
|
(3)
|
Annual underwritten base rent per SF includes $1,198,780 of contractual rent steps through December 31, 2014 and $848,976 of average contractual rent through the earlier of lease expiration or loan maturity for 21 tenants with TTM sales greater than or equal to $800.00 per SF subject to an underwritten occupancy cost including rent increases capped at 20.0%.
|
|
(4)
|
Total Sales (000s) and Sales per SF were provided by the borrower as of June 30, 2013 and include all tenants which have been in occupancy and reported sales for a minimum of 12 months. Tenants representing approximately 75.6% of total comparable occupied SF report sales.
|
|
(5)
|
Occupancy Cost is based on annual underwritten base rent per SF, overage rent and underwritten expense recoveries.
|
|
(6)
|
Pampas Churrascaria comprises the entirety of the Harmon Corridor Second Release Parcel.
|
|
(7)
|
In-line tenants include annual underwritten base rent and total sales (000s) from restaurants and kiosks. Includes temporary tenants.
|
|
(8)
|
Total collateral SF of 448,835 excludes the freely releasable Harmon Corridor First Release Parcel (52,926 SF).
|
MIRACLE MILE SHOPS |
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA
|
Cumulative % of
Owned GLA
|
UW Base
Rent(5)
|
% of Total UW
Base Rent(5)
|
UW Base Rent
$ per SF(5)
|
# of Expiring
Tenants (6)
|
|||||||
Temp
|
22,596
|
5.0%
|
5.0%
|
0
|
0.0%
|
$0.00
|
12
|
|||||||
2013
|
5,586
|
1.2
|
6.3%
|
507,056
|
1.3
|
90.77
|
4
|
|||||||
2014
|
10,124
|
2.3
|
8.5%
|
638,588
|
1.6
|
63.08
|
3
|
|||||||
2015
|
51,884
|
11.6
|
20.1%
|
4,073,138
|
10.3
|
78.50
|
12
|
|||||||
2016
|
55,314
|
12.3
|
32.4%
|
4,147,410
|
10.5
|
74.98
|
17
|
|||||||
2017
|
26,567
|
5.9
|
38.3%
|
2,321,111
|
5.9
|
87.37
|
14
|
|||||||
2018
|
67,800
|
15.1
|
53.4%
|
4,798,805
|
12.1
|
70.78
|
10
|
|||||||
2019
|
26,757
|
6.0
|
59.4%
|
3,606,830
|
9.1
|
134.80
|
12
|
|||||||
2020
|
49,809
|
11.1
|
70.5%
|
5,201,841
|
13.2
|
104.44
|
10
|
|||||||
2021
|
48,480
|
10.8
|
81.3%
|
5,861,575
|
14.8
|
120.91
|
22
|
|||||||
2022
|
25,685
|
5.7
|
87.0%
|
2,911,819
|
7.4
|
113.37
|
11
|
|||||||
2023
|
9,465
|
2.1
|
89.1%
|
1,693,460
|
4.3
|
178.92
|
8
|
|||||||
2024 & Thereafter
|
40,266
|
9.0
|
98.1%
|
3,757,680
|
9.5
|
93.32
|
7
|
|||||||
Vacant
|
8,502
|
1.9
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||
Total / Wtd. Avg.
|
448,835
|
100.0%
|
$39,519,312
|
100.0%
|
$89.75
|
142
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
|
(2)
|
Based on rent roll as of July 3, 2013.
|
|
(3)
|
Certain tenants have lease termination options that may become exercisable prior to the originally stated expiration date of the tenant lease and are not considered in the lease rollover schedule.
|
|
(4)
|
Excludes tenants at the Harmon Corridor First Release Parcel.
|
|
(5)
|
Excludes expiring temporary tenant income. See “Cash Flow Analysis” herein.
|
|
(6)
|
Excludes the expiration of signage, advertising, ATM, vending and other miscellaneous tenant leases without SF.
|
MIRACLE MILE SHOPS |
2009
|
2010
|
2011
|
2012
|
|||||
Owned Space
|
93.9%
|
98.9%
|
99.3%
|
99.0%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31 for the indicated year.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Miracle Mile Shops Property:
|
2010
|
2011
|
2012
|
TTM 6/30/2013
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent(3)
|
$30,920,107
|
$34,549,972
|
$36,419,540
|
$36,904,495
|
$39,519,312
|
$88.05
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
1,700,400
|
3.79
|
||||||||||||
Total Rent
|
$30,920,107
|
$34,549,972
|
$36,419,540
|
$36,904,495
|
$41,219,712
|
$91.84
|
||||||||||||
Total Reimbursables
|
15,939,514
|
16,247,546
|
16,001,245
|
15,988,174
|
15,497,943
|
34.53
|
||||||||||||
Percentage Rent
|
1,532,728
|
1,633,459
|
1,077,265
|
812,225
|
673,495
|
1.50
|
||||||||||||
Other Income(4)
|
9,876,117
|
10,678,733
|
10,632,485
|
12,045,944
|
12,159,551
|
27.09
|
||||||||||||
Less Vacancy & Credit Loss(5)
|
(413,783
|
) |
(85,144
|
) |
(322,623
|
) |
(91,556
|
) |
(2,374,935
|
) |
(5.29
|
) | ||||||
Effective Gross Income
|
$57,854,683
|
$63,024,566
|
$63,807,912
|
$65,659,282
|
$67,175,766
|
$149.67
|
||||||||||||
Total Operating Expenses(6)
|
20,014,709
|
21,155,521
|
20,163,669
|
19,757,604
|
18,739,813
|
41.75
|
||||||||||||
Net Operating Income
|
$37,839,974
|
$41,869,045
|
$43,644,243
|
$45,901,678
|
$48,435,953
|
$107.91
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
673,253
|
1.50
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
89,767
|
0.20
|
||||||||||||
Net Cash Flow
|
$37,839,974
|
$41,869,045
|
$43,644,243
|
$45,901,678
|
$47,672,934
|
$106.21
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Historical cash flows include income and expenses generated by the Harmon Corridor First Release Parcel. The Harmon Corridor First Release Parcel is freely releasable and has been excluded from the appraised value and underwriting.
|
|
(3)
|
Base Rent includes $1,198,780 of contractual rent steps through December 31, 2014 and $848,976 of average rent through the earlier of lease expiration or loan maturity for 21 tenants with TTM sales greater than or equal to $800.00 per SF subject to an underwritten occupancy cost including rent increases capped at 20.0%. The increase in NOI from TTM to Underwritten is primarily the result of contractual rent steps, average rent and recent leasing activity, including Shoe Palace, Meatball Spot, and Tervis, which combined account for approximately $620,480 of base rent.
|
|
(4)
|
Other Income includes temporary tenant income, parking, cart/kiosk income, storage rent, signage, vending and other miscellaneous income.
|
|
(5)
|
Underwritten based on a Vacancy & Credit Loss of 4.0% of gross revenue, in-line with the appraiser’s concluded vacancy and credit loss of 4.0%. Historical Vacancy & Credit Loss represents bad debt. Total Occupancy and Owned Occupancy at The Miracle Mile Shops Property was 98.1% as of July 3, 2013.
|
|
(6)
|
Historical Total Operating Expenses exclude in-house leasing staff costs of $390,364 in 2010, $454,038 in 2011, $468,013 in 2012 and $461,094 in TTM 6/30/2013 paid in-lieu of third party leasing commissions.
|
n
|
Appraisal. According to the appraisal, the Miracle Mile Shops Property had an “as-is” appraised value of $925,000,000 as of an effective date of July 11, 2013.
|
n
|
Environmental Matters. According to a Phase I environmental report, dated July 18, 2013, there are no recognized environmental conditions or recommendations for further action at the Miracle Mile Shops Property.
|
n
|
Market Overview and Competition. The Miracle Mile Shops Property is strategically located along the central portion of the Las Vegas Strip within a highly trafficked and densely populated area. The Miracle Mile Shops Property is immediately surrounded by over 19,000 hotel rooms and has a reported average traffic count of over 65,000 cars per day along the Las Vegas Strip. The primary economic drivers in Las Vegas have long been tourism and gaming, which feed the service industries, especially retail and dining. Between 2002 and 2012, Las Vegas averaged 2.6% annual growth in its gross metro product, higher than the average annual gross domestic product growth of 1.6% exhibited by the U.S. over the same time period. Visitor volumes have surpassed the pre-recessionary high 2007 levels reaching 39.7 million visitors in 2012, which is equivalent to a 2.95% average annual growth rate since 1990, with visitor shopping also increasing to $149 per trip, the most reported since 2005.
|
MIRACLE MILE SHOPS |
Miracle Mile
Shops Property
|
Crystals at
CityCenter
|
Forum Shops at
Caesars
|
Grand Canal
Shoppes
|
The Shoppes at
The Palazzo
|
Fashion Show
Mall
|
|||||||
Distance from Subject
|
NAP
|
Adjacent
|
0.6 miles
|
1.0 mile
|
1.0 mile
|
1.2 miles
|
||||||
Property Type
|
Super Regional Mall
|
Fashion/Specialty Center
|
Fashion/Specialty Center
|
Fashion/Specialty Center
|
Fashion/Specialty Center
|
Super Regional Center
|
||||||
Year Built
|
2000
|
2009
|
1992
|
1999
|
2007
|
1981
|
||||||
Total Occupancy
|
98.1%
|
85%
|
99%
|
97%
|
90%
|
92%
|
||||||
Rent per SF
|
$80.00 - $100.00
|
$90.00 - $120.00
|
$100.00 - $125.00
|
$85.00 - $110.00
|
$80.00 - $100.00
|
$80.00 - $95.00
|
||||||
GLA
|
448,835
|
360,000
|
650,000
|
500,000
|
315,000
|
1,890,000
|
||||||
Anchors / Major Tenants
|
V Theater, Saxe
Theater, Gap,
Urban Outfitters
|
Louis Vuitton,
Gucci, Prada,
Tiffany’s, Cartier
|
Apple, Victoria’s
Secret, Cartier,
Cheesecake
Factory
|
Barneys, Madame
Tussaud, Tao Night
Club, Sephora
|
Burberry, Christian
Louboutin, Jimmy
Choo, Table 10,
SushiSamba
|
Neiman Marcus,
Dillard’s, Macy’s, Saks,
Forever 21,
Bloomingdales
|
|
(1)
|
Source: Appraisal.
|
n
|
The Borrower. The borrower is Boulevard Invest LLC, a Delaware limited liability company. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Miracle Mile Shops Whole Loan. The non-recourse carveout guarantors are Michael Fuchs and Aby Rosen, co-founders and principals of RFR Holding LLC (“RFR”), and David Edelstein, founder and principal of TriStar Capital (“TriStar”), on a joint and several basis. The borrower sponsors have owned the Miracle Mile Shops Property since acquiring the asset in December 2003.
|
n
|
Escrows. At origination, the borrower funded aggregate reserves of (i) $508,750 for real estate taxes, (ii) $162,000 for an upgrade of the fire/life safety system and (iii) $1,310,955 for outstanding tenant improvements, renovations and leasing commissions associated with recent leasing. On each due date, the borrower is required to fund reserves of (i) 1/12 of the estimated annual real estate taxes, (ii) $7,481 for capital expenditures and (iii) $56,104 for tenant improvement and lease commission costs. If the Miracle Mile Shops Property is no longer covered under a blanket insurance policy acceptable to the lender, the borrower will be required to deposit with lender an amount equal to 1/12 of the estimated annual insurance premiums.
|
n
|
Lockbox and Cash Management. The Miracle Mile Shops Loan is structured with a hard lockbox and in-place cash management which was established upon origination of the Miracle Mile Shops Whole Loan. The borrower is required to direct all tenants to deposit rents into the lender-controlled lockbox account. The funds in the lockbox account are swept on a daily basis into a lender-controlled cash management account to be applied to the payment of debt service and the funding of required monthly escrows. All excess cash will be swept and reserved with lender as additional collateral for the Miracle Mile Shops Loan during any period (A) commencing on the earliest to occur of (i) an event of default continuing beyond any applicable notice and cure period under the Miracle Mile Shops Loan or an event of default beyond any applicable notice and cure period under any permitted mezzanine loan or (ii) (x) during years one through five of the Miracle Mile Shops Loan term the Actual DSCR (as defined below) falls below 1.30x for the trailing twelve month period or (y) during years six through ten of the Miracle Mile Shops Loan term the Actual DSCR falls below 1.15x for the trailing twelve month period (each of the foregoing, a “Miracle Mile Shops Trigger Event”) and (B) expiring upon (w), with respect to the Miracle Mile Shops Trigger Event described in clause (i) above, the cure of such event of default, (x) with respect to the Miracle Mile Shops Trigger Event described in clause (ii)(x) above, the Actual DSCR remaining greater than 1.30x for two consecutive calendar quarters (or one calendar quarter if the calculation excludes all leases expiring within the ensuing 12 month period) and (y) with respect to the Miracle Mile Shops Trigger Event described in clause (ii)(y) above, the Actual DSCR remaining greater than 1.15x for two consecutive calendar quarters (or one calendar quarter if the calculation excludes all leases expiring within the ensuing 12 month period).
|
n
|
Property Management. The Miracle Mile Shops Property is managed by RFR Realty LLC and TriStar Management, LLC, affiliates of RFR and TriStar, respectively.
|
MIRACLE MILE SHOPS |
n
|
Partial Release. The Miracle Mile Shops Loan documents permit, at any time, the borrower to obtain the release of the Harmon Corridor First Release Parcel, provided, among other things, the release is in compliance with the REMIC requirements. The borrower has delivered notice requesting the release of the Harmon Corridor First Release Parcel. In addition, the borrower may obtain the release, at any time, of the Harmon Corridor Second Release Parcel, provided, among other things, (i) the borrower pays lender a release price of $6.2 million together with any interest accrued and unpaid on such amount and the yield maintenance premium with respect to such release price and (ii) the release is in compliance with the REMIC requirements. Current tenants at the Harmon Corridor First Release Parcel are DB’s Pool & Pong Hall and Todai Sushi & Seafood Buffet, which have been excluded from the Underwritten Net Cash Flow. The current tenant at the Harmon Corridor Second Release Parcel is Pampas Churrascaria, which leases 9,663 SF or 2.2% of NRA. The release of the Harmon Corridor First Release Parcel may occur prior to or soon after the Closing Date.
|
n
|
Mezzanine or Secured Subordinate Indebtedness. Future subordinate mezzanine financing in an amount not to exceed $100,000,000 is permitted, provided, among other things, (i) the mezzanine loan together with the Miracle Mile Shops Whole Loan has a combined loan-to-value ratio of no greater than 65%; (ii) the mezzanine loan together with the Miracle Mile Shops Whole Loan has a combined debt yield of no less than 7.925%; (iii) the Actual DSCR (taking into account the mezzanine loan and the Miracle Mile Shops Whole Loan) is at least 1.20x; (iv) the mezzanine lender under the mezzanine loan is a qualified lender (meeting requirements in the loan documents) and (v) the mezzanine lender has entered into an acceptable intercreditor agreement.
|
n
|
Terrorism Insurance. To the extent lender determines such insurance is available, borrower is required to carry terrorism insurance with respect to “all risk” or “special perils” insurance in an amount equal to the full replacement cost of the Miracle Mile Shops Property (exclusive of excavations, foundations, underground utilities and overpour), containing a deductible no larger than $25,000 and eighteen (18) months of business interruption insurance; provided that, in the event the TRIPRA or subsequent similar statute, or reauthorization or extension of either of the foregoing is no longer in effect, the borrower is required to maintain terrorism insurance, but is not required to spend, with respect to terrorism insurance, more than two times the then-current premium with respect to the “all risk” or “special perils” insurance, commercial general liability insurance, business interruption insurance, and umbrella liability insurance (without giving effect to the cost of any terrorism component of such insurance); provided further that to the extent that such insurance is maintained pursuant to a blanket policy if such blanket policy covers any property (other than the Miracle Mile Shops Property) which is within 1,000 feet of the Miracle Mile Shops Property (the “Radius”), the limits of any such policy will be adequate to maintain the coverage set forth above for each property within the Radius that is covered by such blanket policy calculated on a total insured value basis, to the extent such coverage is commercially available. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
ONE UNION SQUARE
|
ONE UNION SQUARE
|
ONE UNION SQUARE
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
|||||||||||||
Location (City/State)
|
San Francisco, California
|
Cut-off Date Principal Balance
|
$50,000,000
|
|||||||||||||
Property Type
|
Mixed Use
|
Cut-off Date Principal Balance per SF
|
$1,183.26
|
|||||||||||||
Size (SF)
|
42,256
|
Percentage of Initial Pool Balance
|
5.8%
|
|||||||||||||
Total Occupancy as of 6/30/2013
|
98.7%
|
Number of Related Mortgage Loans
|
None
|
|||||||||||||
Owned Occupancy as of 6/30/2013
|
98.7%
|
Type of Security
|
Fee Simple
|
|||||||||||||
Year Built / Latest Renovation
|
1987 / NAP
|
Mortgage Rate
|
5.1230%
|
|||||||||||||
Appraised Value
|
$110,000,000
|
Original Term to Maturity (Months)
|
120
|
|||||||||||||
Original Amortization Term (Months)
|
NAP
|
|||||||||||||||
Original Interest Only Period (Months)
|
120
|
|||||||||||||||
Underwritten Revenues
|
$7,041,480
|
|||||||||||||||
Underwritten Expenses
|
$2,305,681
|
Escrows
|
||||||||||||||
Underwritten Net Operating Income (NOI)
|
$4,735,799
|
Upfront
|
Monthly
|
|||||||||||||
Underwritten Net Cash Flow (NCF)
|
$4,523,181
|
Taxes
|
$301,780
|
$50,297
|
||||||||||||
Cut-off Date LTV Ratio
|
45.5%
|
Insurance
|
$0
|
$0
|
||||||||||||
Maturity Date LTV Ratio
|
45.5%
|
Replacement Reserves
|
$0
|
$916
|
||||||||||||
DSCR Based on Underwritten NOI / NCF
|
1.82x / 1.74x
|
TI/LC(1)
|
$0
|
$8,333
|
||||||||||||
Debt Yield Based on Underwritten NOI / NCF
|
9.5% / 9.0%
|
Other
|
$0
|
$0
|
||||||||||||
Sources and Uses
|
||||||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||||||||
Principal’s New Cash Contribution
|
$60,459,375
|
54.0%
|
Purchase Price
|
$110,000,000
|
98.2%
|
|||||||||||
Loan Amount
|
50,000,000
|
44.6
|
Other Uses
|
1,545,738
|
1.4
|
|||||||||||
Other Sources
|
1,549,899
|
1.4
|
Reserves
|
301,780
|
0.3
|
|||||||||||
Closing Costs
|
161,756
|
0.1
|
||||||||||||||
Total Sources
|
$112,009,274
|
100.0%
|
Total Uses
|
$112,009,274
|
100.0%
|
|
(1)
|
Monthly deposits in an amount equal to $8,333 are required if the TI/LC reserve is less than $300,000.
|
n
|
The Mortgage Loan. The mortgage loan (the “One Union Square Loan”) is evidenced by a note in the principal amount of $50,000,000 and is secured by a first mortgage encumbering the borrower’s interest in a 42,256 SF mixed use building located in San Francisco, California (the “One Union Square Property”). The One Union Square Loan was originated by Citigroup Global Markets Realty Corp. on September 16, 2013 and represents approximately 5.8% of the Initial Pool Balance. The One Union Square Loan has an outstanding principal balance as of the Cut-off Date of $50,000,000 and an interest rate of 5.1230% per annum. The proceeds of the One Union Square Loan were primarily used to acquire the One Union Square Property.
|
n
|
The Mortgaged Property. The One Union Square Property is a 42,256 SF, seven-story, mixed use building with approximately 27,085 SF of retail space, 14,630 SF of office space and 541 SF of non-revenue storage/basement space located in San Francisco, California. The One Union Square Property is situated at the northeast corner of Stockton Street and Geary Street adjacent to the Union Square public plaza. The One Union Square Property is bound by Pine Street to the north, Market Street to the south, Kearny Street to the east and Taylor Street to the west. The One Union Square Property is immediately southwest of the San Francisco Financial District which is the primary business hub for the Bay Area. The One Union Square Property was constructed in 1987. As of June 30, 2013, the Total Occupancy and Owned Occupancy were both 98.7%.
|
ONE UNION SQUARE
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA
|
% of
GLA
|
UW Base
Rent
|
% of
Total
UW
Base
Rent
|
UW Base
Rent
$ per SF
|
Lease
Expiration(2)
|
Renewal /
Extension
Options
|
|||||||||||||
Bulgari
|
NR / NR / A
|
16,188
|
38.3
|
% |
$3,467,293
|
59.1
|
% |
$214.19
|
1/15/2025
|
NA
|
|||||||||||
Loro Piana
|
NR / NR / A
|
4,090
|
9.7
|
1,132,303
|
19.3
|
276.85
|
9/10/2015
|
1, 5-year option
|
|||||||||||||
Lacoste
|
NR / NR / NR
|
1,930
|
4.6
|
427,313
|
7.3
|
221.41
|
1/31/2014
|
NA
|
|||||||||||||
Vera Wang Bridal House
|
NR / NR / NR
|
4,877
|
11.5
|
258,700
|
4.4
|
53.04
|
6/30/2022
|
1, 5-year option
|
|||||||||||||
Handlery Hotels Inc
|
NR / NR / NR
|
4,885
|
11.6
|
214,940
|
3.7
|
44.00
|
11/30/2015
|
1, 3-year option
|
|||||||||||||
Union Square Investment Co. (3)
|
NR / NR / NR
|
4,850
|
11.5
|
203,700
|
3.5
|
42.00
|
8/31/2017
|
1, 5-year option
|
|||||||||||||
Richey International LTD
|
NR / NR / NR
|
4,895
|
11.6
|
166,430
|
2.8
|
34.00
|
9/30/2017
|
1, 5-year option
|
|||||||||||||
Largest Tenants
|
41,715
|
98.7
|
% |
$5,870,680
|
100.0
|
% |
$140.73
|
||||||||||||||
Vacant
|
541
|
1.3
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
42,256
|
100.0
|
% |
$5,870,680
|
100.0
|
% |
$140.73
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
None of the tenants have the right to go dark. None of the tenants, with the exception of Union Square Investment Co., have a lease termination option.
|
|
(3)
|
Union Square Investment Co. has the option to terminate its lease, effective January 31, 2014, with 12 months’ notice and payment of six months of rent and unamortized tenant improvements, leasing commissions and free rent. The tenant has been at the property since 1997.
|
Year Ending December 31,
|
Expiring Owned
GLA
|
% of Owned
GLA
|
Cumulative % of
Owned GLA
|
UW Base Rent
|
% of Total UW
Base Rent
|
UW Base
Rent
$ per SF
|
# of Expiring
Tenants
|
||||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$0
|
0.0
|
% |
$0.00
|
0
|
||||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
1,930
|
4.6
|
4.6%
|
427,313
|
7.3
|
221.41
|
1
|
||||||||||||||
2015
|
8,975
|
21.2
|
25.8%
|
1,347,243
|
22.9
|
150.11
|
2
|
||||||||||||||
2016
|
0
|
0.0
|
25.8%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2017
|
9,745
|
23.1
|
48.9%
|
370,130
|
6.3
|
37.98
|
2
|
||||||||||||||
2018
|
0
|
0.0
|
48.9%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2019
|
0
|
0.0
|
48.9%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2020
|
0
|
0.0
|
48.9%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
48.9%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
4,877
|
11.5
|
60.4%
|
258,700
|
4.4
|
53.04
|
1
|
||||||||||||||
2023
|
0
|
0.0
|
60.4%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
16,188
|
38.3
|
98.7%
|
3,467,293
|
59.1
|
214.19
|
1
|
||||||||||||||
Vacant
|
541
|
1.3
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
42,256
|
100.0
|
% |
$5,870,680
|
100.0
|
% |
$140.73
|
7
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2011
|
2012
|
As of 6/30/2013
|
||||
Owned Space
|
98.7%
|
98.7%
|
98.7%
|
|
(1)
|
As provided by the borrower which reflects average occupancy for the year.
|
ONE UNION SQUARE
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the One Union Square Property:
|
2011
|
2012
|
TTM 5/30/2013
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||
Base Rent
|
$4,570,293
|
$4,685,842
|
$4,772,990
|
$5,020,573
|
$118.81
|
||||||||||
Contractual Rent Steps
|
0
|
0
|
0
|
850,107
|
20.12
|
||||||||||
Total Rent
|
$4,570,293
|
$4,685,842
|
$4,772,990
|
$5,870,680
|
$138.93
|
||||||||||
Total Reimbursables
|
845,629
|
930,954
|
890,611
|
1,366,329
|
32.33
|
||||||||||
Other Income(3)
|
39,902
|
38,034
|
44,988
|
37,856
|
0.90
|
||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
(233,385
|
) |
(5.52
|
) | ||||||||
Effective Gross Income
|
$5,455,824
|
$5,654,830
|
$5,708,589
|
$7,041,480
|
$166.64
|
||||||||||
Total Operating Expenses
|
$1,651,819
|
$1,770,607
|
$1,843,998
|
$2,305,681
|
$54.56
|
||||||||||
Net Operating Income
|
$3,804,005
|
$3,884,223
|
$3,864,591
|
$4,735,799
|
$112.07
|
||||||||||
Replacement Reserves
|
0
|
0
|
0
|
10,987
|
0.26
|
||||||||||
TI/LC
|
0
|
0
|
0
|
201,631
|
4.77
|
||||||||||
Net Cash Flow
|
$3,804,005
|
$3,884,223
|
$3,864,591
|
$4,523,181
|
$107.04
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Underwritten base rent based on contractual rents as of 6/30/2013 and contractual rent steps through 10/1/2014. UW base rent is also based on the present value (8.5% discount rate) of rent escalations through the ten-year loan term for Bulgari.
|
|
(3)
|
Other Income includes contractual antenna lease payments. The current antenna lease term expires 9/30/2015 with one automatic five-year renewal that includes a 15% rent increase.
|
n
|
Appraisal. According to the appraisal, the One Union Square Property had an “as-is” appraised value of $110,000,000 as of an effective date of August 6, 2013.
|
n
|
Environmental Matters. Based on a Phase I environmental report dated September 5, 2013, the environmental consultant recommended no further action other than an operations and maintenance plan for asbestos, which is currently in place.
|
n
|
Market Overview and Competition. The One Union Square Property is located in San Francisco, California, which is part of San Jose-San Francisco-Oakland Combined Statistical Area. San Francisco is the financial, cultural and transportation center of the San Francisco Bay Area. The area is accessible via the San Francisco Municipal Railway, the Bay Area Rapid Transit, the Caltrain rail system, regional ferries and bus systems and major freeways. Downtown San Francisco is located approximately 10 miles north of the San Francisco International Airport.
|
ONE UNION SQUARE
|
Property
|
Tenant Name
|
Total GLA
|
Asking Rent per SF
(Total Space)
|
Asking Rent per SF
(Ground Floor)
|
||||
One Union Square
|
42,256
|
$164.48
|
$787.41
|
|||||
838 Market Street
|
Converse
|
18,435
|
$92.00
|
$233.77
|
||||
108 Geary Street
|
Yves Saint Laurent
|
2,981
|
$186.04
|
$385.00
|
||||
2 Stockton Street
|
XXI Forever
|
53,442
|
$64.56
|
$258.22
|
||||
383 Geary Street
|
Express
|
18,092
|
$160.29
|
$468.19
|
||||
214 Grant Avenue
|
Coach
|
5,058
|
$286.00
|
$641.79
|
||||
324 Stockton Street
|
Cole Haan
|
6,000
|
$146.00
|
$331.57
|
||||
295 Geary Street
|
Swarovski
|
2,282
|
$386.00
|
$699.64
|
||||
236 Powell Street
|
Journey’s
|
1,764
|
$249.00
|
$249.00
|
||||
Total / Wtd. Avg.(2)
|
108,053
|
$105.20
|
$323.90
|
|
(1)
|
Source: Appraisal.
|
|
(2)
|
Total / Wtd. Avg. excludes the One Union Square Property.
|
Property
|
Tenant Name
|
Total GLA
|
Asking Rent per SF
|
|||
One Union Square
|
14,630
|
$38.66
|
||||
214 Grant Avenue
|
Razoo
|
4,151
|
$49.00
|
|||
220 Sansome Street
|
Muhtayzik Hoffer
|
7,050
|
$51.00
|
|||
580 California Street
|
North Point Advisors
|
4,971
|
$62.00
|
|||
575 Market Street
|
Harbert Management
|
2,735
|
$53.00
|
|||
575 Market Street
|
Norwegian Consulate
|
5,189
|
$51.00
|
|||
115 Sansome Street
|
Parse
|
9,240
|
$51.00
|
|||
44 Montgomery Street
|
Resverlogic
|
3,885
|
$51.00
|
|||
1 Maritime Plaza
|
Elan Management
|
7,619
|
$65.50
|
|||
Total / Wtd. Avg.(2)
|
44,840
|
$54.62
|
|
(1)
|
Source: Appraisal.
|
|
(2)
|
Total / Wtd. Avg. excludes the One Union Square Property.
|
Property Name
|
City
|
Sale Date
|
Year Built / Renovated
|
Total GLA
|
Sale Price
|
Sale Price PSF
|
Occupancy
|
|||||||
33 Grant Avenue
|
San Francisco
|
December 2012
|
1910 / 2012
|
5,770
|
$7,900,000
|
$1,369.15
|
100%
|
|||||||
240 Post Street
|
San Francisco
|
September 2012
|
1909 / 2012
|
38,479
|
$79,200,000
|
$2,058.27
|
100%
|
|||||||
152 Geary Street
|
San Francisco
|
August 2012
|
1907 / 2008
|
9,250
|
$20,000,000
|
$2,162.16
|
100%
|
|||||||
101 Post Street
|
San Francisco
|
April 2011
|
1956 / 2011
|
17,090
|
$17,450,000
|
$1,021.06
|
100%
|
|||||||
156 Geary Street
|
San Francisco
|
January 2008
|
1907 / NAP
|
10,450
|
$23,500,000
|
$2,248.80
|
100%
|
|||||||
664-670 N Michigan Avenue
|
Chicago
|
March 2013
|
2012 / NAP
|
18,141
|
$86,000,000
|
$4,740.64
|
91%
|
|
(1)
|
Source: Appraisal.
|
ONE UNION SQUARE
|
n
|
Escrows. In connection with the origination of the One Union Square Loan, the borrower funded aggregate reserves of $301,780 for real estate taxes with respect to the One Union Square Property.
|
ONE UNION SQUARE
|
n
|
Lockbox and Cash Management. The One Union Square Loan is structured with a hard lockbox with springing cash management. The loan documents require the borrower to cause all rents (excluding (i) rents paid by licensees and other miscellaneous payors, (ii) de minimus income and (iii) rents generated pursuant to multi-property sponsorship and advertising programs which are attributable to the One Union Square Property) to be delivered directly to the lender-controlled lockbox account. During the continuance of a One Union Square Trigger Period (other than by reason of lender’s acceleration of the loan or an Enforcement Action), all sums on deposit in the lockbox account are required to be transferred to the cash management account and applied in the following order: (1) to fund the monthly tax deposit into the tax account, (2) to fund the monthly insurance deposit into the insurance account, (3) to fund any fees and expenses of the cash management bank, (4) to fund the debt service due on the then applicable monthly payment date into the debt service account, (5) to fund the next monthly capital expenditure deposit to the capital expenditure funds (without duplication of funds to be used to pay capital expenditures for the applicable period, (6) to fund the next monthly rollover deposit to the rollover funds, (7) to fund the monthly amount due to pay any interest accruing at the default rate, late payment charges, and other amounts due and payable under the loan documents, (8) funds sufficient to pay the operating expense monthly deposit into the operating expense account and replacement reserves into the replacement reserve account and (9) funds sufficient to pay for extraordinary expenses for the applicable period. Any amounts remaining in the cash management account after such deposits (net of an amount not to exceed $1,000) are to be deposited into the excess cash flow account, and to the extent that no One Union Square Trigger Period exists, all funds remaining in the cash management account are to be disbursed to borrower. Upon the earlier of (A) lender’s acceleration of the loan and (B) any Enforcement Action, lender may apply any amounts then on deposit in the lockbox account and/or the cash management account to the payment of the debt in any order, proportion and priority as lender may determine in its sole and absolute discretion.
|
ONE UNION SQUARE
|
n
|
Property Management. The One Union Square Property is managed by AAC Management Corp. which is a borrower-affiliated entity. The lender has the right to require the borrower to terminate the management agreement and replace the property manager with a qualified manager which is not an affiliate of, but is chosen by, the borrower upon the occurrence of any one or more of the following events: (a) at any time following the occurrence of and during the continuation of an event of default, (b) if the property manager is in default in any material respect under the management agreement beyond any applicable notice and cure period, (c) if the property manager becomes insolvent or a debtor in any bankruptcy action (provided, however, that if the bankruptcy action was involuntary and not consented to by the property manager, upon such bankruptcy action not being discharged, stayed or dismissed within ninety days) or (d) if at any time the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds.
|
n
|
Intercompany Indebtedness. The borrower’s sole member is a joint venture between San Fran Iconic Member LLC (the “Ashkenazy Member”) and Westroads-Oaks, Inc. (the “GGP Member”). The GGP Member made a loan to the Ashkenazy Member, which loan is secured by a pledge of 100% of the Ashkenazy Member’s limited liability company interest in the borrower’s sole member. The related loan documents permit the Ashkenazy Member to transfer its interest in the related borrower to the GGP Member provided that certain conditions set forth in the loan documents are satisfied, including, without limitation, (i) delivery of a new non-consolidation opinion in certain circumstances, (ii) not less than fifty percent (50%) of the direct or indirect equity interests in the borrower must be owned directly or indirectly by GGP Limited Partnership, a Delaware limited partnership, or one or more of its subsidiaries and the borrower must be controlled by GGP Limited Partnership or one or more of its subsidiaries, (iii) the One Union Square Property must be managed by a ‘qualified manager’, as the term is defined in the loan documents and (iv) one or more acceptable replacement guarantors must assume all obligations of the guarantor under the existing guaranty and of the related indemnitor under the environmental indemnity or provide a replacement guaranty and environmental indemnity satisfactory to lender. In addition, the loan documents permit GGP Limited Partnership or certain constituent entities thereof to pledge, as security for debt to a “qualified lender,” certain of such pledging parties’ assets (including the indirect equity interests such party holds in the borrower) and the holder of such pledge or security interest may exercise any remedies or rights pursuant to such pledge or security instrument without the lender’s consent, provided that certain conditions set forth in the related loan documents are satisfied, including, without limitation, (i) delivery of a new non-consolidation opinion in certain circumstances, (ii) the One Union Square Property must be managed by a ‘qualified manager’, as the term is defined in the related loan documents, (iii) there will be substantial collateral for such debt in addition to the indirect equity pledge and (iv) if such transfer results in a change of control of the borrower or guarantor, and if the lender so requires following a securitization, borrower must obtain Rating Agency Confirmation.
|
n
|
Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the One Union Square Property, plus twelve months of business interruption coverage with an additional twelve month extended period of indemnity, or until the income is restored to prior level. The terrorism insurance is required to contain a deductible that is no larger than $100,000. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
RENAISSANCE WOODBRIDGE
|
RENAISSANCE WOODBRIDGE
|
RENAISSANCE WOODBRIDGE
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
SMF I
|
||||||||||||
Location (City/State)
|
Iselin, New Jersey
|
Cut-off Date Principal Balance
|
$34,834,936
|
||||||||||||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$112,009.44
|
||||||||||||
Size (Rooms)
|
311
|
Percentage of Initial Pool Balance
|
4.0%
|
||||||||||||
Total TTM Occupancy as of 7/31/2013
|
79.3%
|
Number of Related Mortgage Loans
|
None
|
||||||||||||
Owned TTM Occupancy as of 7/31/2013
|
79.3%
|
Type of Security
|
Fee Simple
|
||||||||||||
Year Built / Latest Renovation
|
1986 / 2008-2010
|
Mortgage Rate
|
5.2650%
|
||||||||||||
Appraised Value
|
$53,000,000
|
Original Term to Maturity (Months)
|
60
|
||||||||||||
Original Amortization Term (Months)
|
300
|
||||||||||||||
Underwritten Revenues
|
$17,268,459
|
Original Interest-Only Period (Months)
|
NAP
|
||||||||||||
Underwritten Expenses
|
$12,864,791
|
||||||||||||||
Underwritten Net Operating Income (NOI)
|
$4,403,668
|
Escrows
|
|||||||||||||
Underwritten Net Cash Flow (NCF)
|
$3,540,668
|
Upfront
|
Monthly
|
||||||||||||
Cut-off Date LTV Ratio
|
65.7%
|
Taxes
|
$0
|
$39,839
|
|||||||||||
Maturity Date LTV Ratio(1)
|
53.7%
|
Insurance
|
$0
|
$0
|
|||||||||||
DSCR Based on Underwritten NOI / NCF
|
1.75x / 1.40x
|
FF&E
|
$0
|
$71,917
|
|||||||||||
Debt Yield Based on Underwritten NOI / NCF
|
12.6% / 10.2%
|
Other(2)
|
$583,125
|
$0
|
|||||||||||
Sources and Uses
|
|||||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||||||||
Loan Amount
|
$35,000,000
|
100.0%
|
Loan Payoff
|
$30,559,693
|
87.3%
|
||||||||||
Principal Equity Distribution
|
3,315,095
|
9.5
|
|||||||||||||
Reserves
|
583,125
|
1.7
|
|||||||||||||
Closing Costs
|
542,087
|
1.5
|
|||||||||||||
Total Sources
|
$35,000,000
|
100.0%
|
Total Uses
|
$35,000,000
|
100.0%
|
|
(1)
|
The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $58,200,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value, is 59.0%. See “– Appraisal” below.
|
|
(2)
|
Other reserves represent a deferred maintenance reserve.
|
n
|
The Mortgage Loan. The mortgage loan (the “Renaissance Woodbridge Loan”) is evidenced by a note in the original principal amount of $35,000,000 and is secured by a first mortgage encumbering in a 311-room full-service hotel located in Iselin, New Jersey (the “Renaissance Woodbridge Property”). The Renaissance Woodbridge Loan was originated by Starwood Mortgage Capital LLC and subsequently acquired by Starwood Mortgage Funding I LLC. The Renaissance Woodbridge Loan was originated on September 6, 2013 and represents approximately 4.0% of the Initial Pool Balance. The note evidencing the Renaissance Woodbridge Loan has an outstanding principal balance as of the Cut-off Date of $34,834,936 and has an interest rate of 5.2650% per annum. The proceeds of the Renaissance Woodbridge Loan were primarily used to refinance existing debt on the Renaissance Woodbridge Property, fund reserves and other costs in connection with the origination of the Renaissance Woodbridge Loan and return equity to the principals of the borrower.
|
n
|
The Mortgaged Property. The Renaissance Woodbridge Property is a 311-room full service hotel located in Iselin, New Jersey that was originally constructed in 1986 and underwent an extensive $20 million renovation between 2008 and 2010. On-site amenities include a restaurant, lounge, Starbucks coffee kiosk, 25,000 SF of meeting space, indoor and outdoor pools, a fitness center, a rental car service desk and a business center. The Renaissance Woodbridge Property is located near the Woodbridge MetroPark, in the northeast quadrant of the intersection formed by Interstate 95 and Garden State Parkway. The Renaissance Woodbridge Property’s neighborhood is defined by U.S. Route 1 to the south, the Garden State Parkway to the east, Middlesex Turnpike to the north and Lincoln Highway to the west.
|
RENAISSANCE WOODBRIDGE
|
Property
|
Meeting and Group
|
Leisure
|
Commercial
|
|||
Renaissance Woodbridge
|
40%
|
15%
|
45%
|
|
(1)
|
Source: Appraisal
|
Competitive Set
|
TTM 6/30/2013
|
Penetration Factor
|
||||||||||||||||
Property
|
Occ.
|
ADR
|
RevPAR
|
Occ.
|
ADR
|
RevPAR
|
Occ.
|
ADR
|
RevPAR
|
|||||||||
Renaissance Woodbridge
|
71.7%
|
$115.42
|
$82.76
|
79.0%
|
$123.12
|
$97.21
|
110.1%
|
106.7%
|
117.5%
|
|
(1)
|
Source: June 2013 travel research report.
|
2010(1)
|
2011(1)
|
2012(1)
|
TTM 7/31/2013(1)
|
Underwritten
|
||||||
Occupancy
|
63.0%
|
72.7%
|
76.3%
|
79.3%
|
79.3%
|
|||||
ADR
|
$105.04
|
$112.73
|
$119.42
|
$124.07
|
$124.07
|
|||||
RevPar
|
$66.19
|
$81.91
|
$91.16
|
$98.38
|
$98.38
|
|
(1)
|
As provided by the borrower.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Renaissance Woodbridge Property.
|
|
Cash Flow Analysis(1)
|
2010
|
2011
|
2012
|
TTM
7/31/2013
|
Underwritten
|
Underwritten
$ per Room
|
||||||
Room Revenue
|
$7,514,116
|
$9,297,534
|
$10,347,720
|
$11,167,453
|
$11,167,453
|
$35,908
|
|||||
Food & Beverage Revenue
|
4,200,432
|
4,736,732
|
5,166,934
|
5,735,722
|
5,735,722
|
18,443
|
|||||
Other Departmental Revenue(2)
|
259,577
|
177,293
|
189,965
|
190,182
|
190,182
|
612
|
|||||
Other Income(3)
|
75,913
|
92,200
|
91,284
|
175,102
|
175,102
|
563
|
|||||
Total Revenue
|
$12,050,038
|
$14,303,759
|
$15,795,903
|
$17,268,459
|
$17,268,459
|
$55,526
|
|||||
Room Expense
|
$1,998,734
|
$2,366,178
|
$2,529,598
|
$2,631,863
|
$2,631,863
|
$8,463
|
|||||
Food & Beverage Expense
|
3,059,476
|
3,418,485
|
3,447,473
|
3,493,441
|
3,493,441
|
11,233
|
|||||
Other Expense
|
244,662
|
305,930
|
229,809
|
208,521
|
208,521
|
670
|
|||||
Total Departmental Expense
|
$5,302,872
|
$6,090,593
|
$6,206,880
|
$6,333,825
|
$6,333,825
|
$20,366
|
|||||
Total Undistributed Expense
|
5,044,524
|
5,605,159
|
5,825,319
|
5,992,228
|
5,991,364
|
19,265
|
|||||
Total Fixed Charges
|
493,678
|
494,157
|
493,087
|
511,351
|
539,602
|
1,735
|
|||||
Total Operating Expenses
|
$5,538,202
|
$6,099,316
|
$6,318,406
|
$6,503,579
|
$6,530,966
|
$21,000
|
|||||
Net Operating Income
|
$1,208,964
|
$2,113,850
|
$3,270,617
|
$4,431,055
|
$4,403,668
|
$14,160
|
|||||
FF&E
|
0
|
0
|
0
|
690,738
|
863,000
|
2,775
|
|||||
Net Cash Flow
|
$1,208,964
|
$2,113,850
|
$3,270,617
|
$3,740,317
|
$3,540,668
|
$11,385
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Other departmental revenue consists of telephone charges, valet laundry and the market-pantry.
|
|
(3)
|
Other income includes attrition fees and rental income from National Rental Car, located at the front office of the Renaissance Woodbridge Property.
|
n
|
Appraisal. According to the appraisal, the Renaissance Woodbridge Property had an aggregate “as-is” appraised value of $53,000,000 as of an effective date of July 24, 2013 and is expected to have an aggregate “as stabilized” appraised value of $58,200,000 as of an effective date of August 1, 2016.
|
RENAISSANCE WOODBRIDGE
|
n
|
Environmental Matters. According to a Phase I environmental report, dated August 7, 2013, there are no recognized environmental conditions or recommendations for further action other than a recommendation for an asbestos operations and maintenance (O&M) plan.
|
n
|
Market Overview and Competition. The Renaissance Woodbridge Property represents one full-service hotel located in Iselin, New Jersey, in the New York-Newark-Bridgeport, NY-NJ-CT-PA Combined Statistical Area. The Renaissance Woodbridge Property is 25 miles southwest of midtown Manhattan and has close proximity to the NJ PATH train and Newark Liberty International Airport. The Renaissance Woodbridge Property is accessible via the Garden State Parkway and Interstate 95.
|
n
|
The Borrower. The borrower is 44 Inn America Woodbridge Associates, L.L.C., a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Renaissance Woodbridge Loan. The borrower of the Renaissance Woodbridge Loan is indirectly owned, in part, by Allen Weingarten and Hasu Shah, who are the non-recourse carve-out guarantors under the Renaissance Woodbridge Loan.
|
n
|
Escrows. At origination, the borrower funded a reserve of $583,125 for deferred maintenance with respect to the Renaissance Woodbridge Property. On each due date, the borrower is required to fund: (i) a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding 12-month period (unless a blanket or umbrella insurance policy is approved by lender and lender waives such insurance reserve requirements); and (ii) a reserve for FF&E and other capital improvements in an amount equal to one-twelfth of 5% of the annual gross revenue for the Renaissance Woodbridge Property.
|
n
|
Lockbox and Cash Management. The Renaissance Woodbridge Loan is structured with a springing lockbox which will be established upon the commencement of a Renaissance Woodbridge Sweep Event Period. Following the occurrence of a Renaissance Woodbridge Sweep Event Period, the borrower is required to establish a lender-controlled lockbox account and to deposit or cause to be deposited all revenue generated by the Renaissance Woodbridge Property into such account. Following the occurrence of a Renaissance Woodbridge Sweep Event Period, the funds on deposit in the lockbox account are required to be transferred on a daily basis to a lender-controlled cash management account. On each due date during a Renaissance Woodbridge Sweep Event Period, the loan documents require that all amounts on deposit in the cash management account be used to pay debt service, fund required reserves and pay operating expenses, and all remaining amounts will be deposited in the excess cash flow reserve account and held as additional collateral and security for the Renaissance Woodbridge Loan. If no Renaissance Woodbridge Sweep Event Period is continuing, all remaining amounts in the excess cash flow reserve account will be disbursed to the borrower. During the continuance of an event of default under the Renaissance Woodbridge Loan, the lender may apply all funds on deposit in the cash management account and the excess cash flow reserve account, if any, to amounts payable under the Renaissance Woodbridge Loan in such order of priority as the lender may determine.
|
RENAISSANCE WOODBRIDGE
|
n
|
Property Management. The Renaissance Woodbridge Property is currently managed by Hersha Hospitality Management, LP, an affiliate of the borrower. Under the loan documents, Hersha Hospitality Management, LP cannot be replaced as manager by the borrower, except with a management company meeting certain criteria specified in the loan documents. The lender may replace Hersha Hospitality Management, LP as manager (i) if there is a material default by Hersha Hospitality Management, LP under the management agreement, (ii) if Hersha Hospitality Management, LP files a bankruptcy petition or a similar event occurs, (iii) during an event of default under the Renaissance Woodbridge Loan, (iv) if at any time Hersha Hospitality Management, LP has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds or (v) if the debt service coverage ratio of the Renaissance Woodbridge Property (based on the trailing 12 calendar months and as determined by lender) is at any time less than 1.05x.
|
n
|
Mezzanine or Subordinate Indebtedness: Not permitted.
|
n
|
Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the Renaissance Woodbridge Property, plus 18 months of business interruption coverage in an amount equal to 100% of the projected gross revenue (on an actual loss sustained basis) from the Renaissance Woodbridge Property for such period or until the restoration of the Renaissance Woodbridge Property has been completed. The terrorism insurance is required to contain a deductible that is acceptable to the lender. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
KINGS CROSSING
|
KINGS CROSSING
|
KINGS CROSSING
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
SMF I
|
||||||||
Location (City/State)
|
Shreveport, Louisiana
|
Cut-off Date Principal Balance
|
$27,500,000
|
||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$101.55
|
||||||||
Size (SF)
|
270,805
|
Percentage of Initial Pool Balance
|
3.2%
|
||||||||
Total Occupancy as of 9/12/2013
|
100.0%
|
Number of Related Mortgage Loans
|
None
|
||||||||
Owned Occupancy as of 9/12/2013
|
100.0%
|
Type of Security
|
Fee Simple
|
||||||||
Year Built / Latest Renovation
|
2005 / NAP
|
Mortgage Rate
|
5.1150%
|
||||||||
Appraised Value
|
$37,480,000
|
Original Term to Maturity (Months)
|
120
|
||||||||
Original Amortization Term (Months)
|
360
|
||||||||||
Underwritten Revenues
|
$3,664,980
|
Original Interest Only Period (Months)
|
12
|
||||||||
Underwritten Expenses
|
$713,033
|
||||||||||
Underwritten Net Operating Income (NOI)
|
$2,951,947
|
Escrows
|
|||||||||
Underwritten Net Cash Flow (NCF)
|
$2,848,139
|
Upfront
|
Monthly
|
||||||||
Cut-off Date LTV Ratio
|
73.4%
|
Taxes
|
$327,948
|
$24,396
|
|||||||
Maturity Date LTV Ratio(1)
|
61.9%
|
Insurance
|
$28,753
|
$2,875
|
|||||||
DSCR Based on Underwritten NOI / NCF
|
1.64x / 1.59x
|
TI/LC/Replacement Reserve(2)(3)
|
$200,000
|
$8,651
|
|||||||
Debt Yield Based on Underwritten NOI / NCF
|
10.7% / 10.4%
|
Other(4)
|
$1,456,495
|
$0
|
|||||||
Sources and Uses
|
|||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||||
Loan Amount
|
$27,500,000
|
75.4%
|
Purchase Price
|
$34,191,349
|
93.7%
|
||||||
Principal’s New Cash Contribution
|
8,996,220
|
24.6
|
Reserves
|
2,013,195
|
5.5
|
||||||
Closing Costs
|
291,676
|
0.8
|
|||||||||
Total Sources
|
$36,496,220
|
100.0%
|
Total Uses
|
$36,496,220
|
100.0%
|
|
The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $37,630,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value is 62.1%. See “—Appraisal” below.
|
|
(2)
|
A general TI/LC/replacement reserve for tenant improvement, leasing commission costs and capital expenditures in the amount of $200,000 was established at origination.
|
|
(3)
|
TI/LC reserves are capped at $375,000 through December 30, 2016. Starting December 31, 2016, the TI/LC reserves cap will be $250,000.
|
|
(4)
|
Other reserves represent tenant reserves of $1,394,651 and $9,000 with respect to the leases of two tenants, Conn’s Inc. and Simply Mac, respectively, and a deferred maintenance reserve of $52,844.
|
n
|
The Mortgage Loan. The mortgage loan (the “Kings Crossing Loan”) is evidenced by a note in the original principal amount of $27,500,000 and is secured by a first mortgage encumbering a retail power center located in Shreveport, Louisiana known as Kings Crossing (the “Kings Crossing Property”). The Kings Crossing Loan was originated by Starwood Mortgage Capital LLC and was subsequently purchased by Starwood Mortgage Funding I LLC. The Kings Crossing Loan was originated on September 18, 2013 and represents approximately 3.2% of the Initial Pool Balance. The note evidencing the Kings Crossing Loan has an outstanding principal balance as of the Cut-off Date of $27,500,000 and has an interest rate of 5.1150% per annum. The proceeds of the Kings Crossing Loan were used to acquire the Kings Crossing Property.
|
n
|
The Mortgaged Property. The Kings Crossing Property is an approximately 270,805 SF retail power center located in Shreveport, Louisiana and was constructed in 2005. The Kings Crossing Property is located in the Shreveport metropolitan statistical area at the intersection of Youree Drive and East 70th Street. The Kings Crossing Property’s space that constitutes collateral for the Kings Crossing Loan totals approximately 270,805 SF, is anchored by Conn’s Inc. (which is expected to take occupancy in February 2014) and contains the following junior anchors: Petsmart, Cost Plus Inc. World Market and Pier 1 Imports. The Kings Crossing Property is also anchored by a Lowes Home Centers Inc. which is situated on a ground-leased pad. Restaurant pads that are ground leased include Romano’s Macaroni Grill, Longhorn Steakhouse and Krispy Kreme Doughnut Corp. Other notable tenants include The Mens Wearhouse, Moe’s Southwest Grill, Starbucks and Gamestop. As of September 12, 2013, the Total Occupancy was 100.0% and Owned Occupancy was 100.0%, inclusive of tenant Conn’s Inc. which has executed a lease but not yet taken occupancy of its space.
|
KINGS CROSSING
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
Total
GLA
|
Mortgage Loan Collateral Interest
|
Total Rent
|
Total Rent $ per SF
|
Owned Anchor Tenant Lease Expiration
|
Tenant Sales $ per SF
|
Occupancy Cost
|
Renewal /
Extension Options |
||||||||||
Anchors
|
||||||||||||||||||||
Lowes Home Centers Inc. (GL)(2)
|
NR / A3 / A-
|
115,000
|
42.5%
|
Yes
|
$804,228
|
$6.99
|
3/30/2024
|
NA
|
NA
|
6, 5-year options
|
||||||||||
Conn’s Inc.(3)(4)
|
NR / NR / NR
|
60,637
|
22.4
|
Yes
|
$761,570
|
$12.56
|
1/31/2024
|
NA
|
NA
|
4, 5-year options
|
||||||||||
Total Anchors
|
175,637
|
64.9%
|
||||||||||||||||||
Jr. Anchors
|
||||||||||||||||||||
Petsmart(5)
|
NR / NR / BB+
|
19,682
|
7.3%
|
Yes
|
$383,539
|
$19.49
|
8/31/2015
|
NA
|
NA
|
3, 5-year options
|
||||||||||
Cost Plus Inc. World Market(6)
|
NR / NR / BBB+
|
18,230
|
6.7
|
Yes
|
$324,943
|
$17.82
|
1/31/2016
|
NA
|
NA
|
4, 5-year options
|
||||||||||
Pier 1 Imports
|
NR / NR / NR
|
10,815
|
4.0
|
Yes
|
$239,009
|
$22.10
|
5/31/2015
|
NA
|
NA
|
2, 5-year options
|
||||||||||
Total Jr. Anchors
|
48,727
|
18.0%
|
||||||||||||||||||
Occupied In-line
|
25,502
|
9.4%
|
$825,948
|
$32.39
|
||||||||||||||||
Occupied Outparcel/Other(7)
|
20,939
|
7.7%
|
$488,878
|
$23.35
|
||||||||||||||||
Vacant Spaces
|
0
|
0.0%
|
$0
|
$0.00
|
||||||||||||||||
Total Owned SF
|
270,805
|
100.0%
|
||||||||||||||||||
Total SF
|
270,805
|
100.0%
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
The Lowes Home Centers Inc. lease is a ground lease.
|
|
(3)
|
Conn’s Inc. has executed its lease but has not yet taken occupancy or commenced paying rent. Conn’s Inc. is expected to take occupancy in February 2014.
|
|
(4)
|
Conn’s Inc. will be allowed to pay 50% reduced rent if two or more of Petsmart, Cost Plus Inc. World Market, Pier 1 Imports and/or Lowes Home Centers Inc. are not in occupancy at the Kings Crossing Property for three consecutive months. If such co-tenancy condition is not remedied within 12 months, Conn’s Inc. will have the right to terminate its lease.
|
|
(5)
|
Petsmart will be allowed to pay 50% reduced rent if Lowes Home Centers Inc. or at least one national or regional retailer whose premises consist of 20,000 SF is not open and operating at the Kings Crossing Property for 120 days. If such co-tenancy condition is not remedied within 12 months, Petsmart will have the right to terminate its lease.
|
|
(6)
|
Cost Plus Inc. World Market will be allowed to pay 50% reduced rent if Linens N’ Things (vacated in September 2006) or any replacement tenant deemed acceptable to Cost Plus Inc. World Market is not open and operating at the Kings Crossing Property for more than 30 days. If such co-tenancy condition is not remedied within 360 days, Cost Plus Inc. World Market will have the right to terminate its lease. Cost Plus Inc. World Market is now paying full rent following the vacancy left by Linens ‘N Things and its option to terminate has expired.
|
|
(7)
|
All outparcel SF consists of ground leased restaurant pads and is occupied by four tenants: Romano’s Macaroni Grill (6,991 SF), Longhorn Steak House (6,347 SF), Krispy Kreme Doughnut Corp. (4,056 SF) and Raising Canes Restaurant (3,545 SF).
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA |
% of
GLA |
UW Base
Rent |
% of
Total UW Base Rent
|
UW
Base Rent $ per SF |
Lease Expiration
|
Tenant
Sales $ per SF |
Occupancy Cost
|
Renewal /
Extension Options |
|||||||||||||
Lowes Home Centers Inc. (GL)(2)
|
NR / A3 / A-
|
115,000
|
42.5
|
% |
$750,000
|
23.1
|
% |
$6.52
|
3/30/2024
|
NA
|
NA
|
6, 5-year options
|
|||||||||||
Conn’s Inc. (3)(4)
|
NR / NR / NR
|
60,637
|
22.4
|
545,733
|
16.8
|
9.00
|
1/31/2024
|
NA
|
NA
|
4, 5-year options
|
|||||||||||||
Petsmart(5)
|
NR / NR / BB+
|
19,682
|
7.3
|
314,912
|
9.7
|
16.00
|
8/31/2015
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||
Cost Plus Inc. World Market(6)
|
NR / NR / BBB+
|
18,230
|
6.7
|
268,893
|
8.3
|
14.75
|
1/31/2016
|
NA
|
NA
|
4, 5-year options
|
|||||||||||||
Pier 1 Imports
|
NR / NR / NR
|
10,815
|
4.0
|
202,781
|
6.3
|
18.75
|
5/31/2015
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||
Raising Canes Restaurant
|
NR / NR / NR
|
3,545
|
1.3
|
174,000
|
5.4
|
49.08
|
4/30/2020
|
NA
|
NA
|
5, 5-year options
|
|||||||||||||
Velocity MD
|
NR / NR / NR
|
4,544
|
1.7
|
113,600
|
3.5
|
25.00
|
1/31/2019
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||
Starbucks Corporation
|
A- / Baa2 / A-
|
1,760
|
0.6
|
102,608
|
3.2
|
58.30
|
4/30/2016
|
NA
|
NA
|
4, 5-year options
|
|||||||||||||
Longhorn Steakhouse (GL)(2)
|
BBB- / Baa2 / BBB-
|
6,347
|
2.3
|
102,300
|
3.2
|
16.12
|
10/31/2015
|
NA
|
NA
|
4, 5-year options
|
|||||||||||||
The Mens Wearhouse
|
NR / NR / NR
|
4,400
|
1.6
|
101,200
|
3.1
|
23.00
|
2/29/2016
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||
Ten Largest Owned Tenants
|
244,960
|
90.5
|
% |
$2,676,027
|
82.5
|
% |
$10.92
|
||||||||||||||||
Remaining Owned Tenants
|
25,845
|
9.5
|
567,950
|
17.5
|
21.98
|
||||||||||||||||||
Vacant Spaces (Owned Space)
|
0
|
0.0
|
0
|
0.0
|
0.00
|
||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
270,805
|
100.0
|
% |
$3,243,977
|
100.0
|
% |
$11.98
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
The Lowes Home Centers Inc. lease and the Longhorn Steakhouse lease are ground leases.
|
|
(3)
|
Conn’s Inc. will be allowed to pay 50% reduced rent if two or more of Petsmart, Cost Plus Inc. World Market, Pier 1 Imports and/or Lowes Home Centers Inc. are not in occupancy at the Kings Crossing Property for three consecutive months. If such co-tenancy condition is not remedied within 12 months, Conn’s Inc. will have the right to terminate its lease.
|
|
(4)
|
Conn’s Inc. has executed its lease but has not yet taken occupancy or commenced paying rent. Conn’s Inc. is expected to take occupancy in February 2014.
|
|
(5)
|
Petsmart will be allowed to pay 50% reduced rent if Lowes Home Centers Inc. or at least one national or regional retailer whose premises consist of 20,000 SF is not open and operating at the Kings Crossing Property for 120 days. If such co-tenancy condition is not remedied within 12 months, Petsmart will have the right to terminate its lease.
|
|
(6)
|
Cost Plus Inc. World Market will be allowed to pay 50% reduced rent if Linens N’ Things (vacated in September 2006) or any replacement tenant deemed acceptable to Cost Plus Inc. World Market is not open and operating at the Kings Crossing Property for more than 30 days. If such co-tenancy condition is not remedied within 360 days, Cost Plus Inc. World Market will have the right to terminate its lease. Cost Plus Inc. World Market is now paying full rent following the vacancy left by Linens ‘N Things and its option to terminate has expired.
|
KINGS CROSSING
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of Owned GLA
|
UW Base Rent
|
% of Total UW
Base Rent |
UW Base Rent
$ per SF |
# Expiring
Tenants |
||||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$0
|
0.0
|
% |
$0.00
|
0
|
||||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2015
|
57,641
|
21.3
|
21.3%
|
1,050,754
|
32.4
|
18.23
|
11
|
||||||||||||||
2016
|
27,038
|
10.0
|
31.3%
|
549,890
|
17.0
|
20.34
|
4
|
||||||||||||||
2017
|
0
|
0.0
|
31.3%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2018
|
2,400
|
0.9
|
32.2%
|
60,000
|
1.8
|
25.00
|
1
|
||||||||||||||
2019
|
4,544
|
1.7
|
33.8%
|
113,600
|
3.5
|
25.00
|
1
|
||||||||||||||
2020
|
3,545
|
1.3
|
35.1%
|
174,000
|
5.4
|
49.08
|
1
|
||||||||||||||
2021
|
0
|
0.0
|
35.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
35.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
0
|
0.0
|
35.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
175,637
|
64.9
|
100.0%
|
1,295,733
|
39.9
|
7.38
|
2
|
||||||||||||||
Vacant
|
0
|
0.0
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
270,805
|
100.0
|
% |
$3,243,977
|
100.0
|
% |
$11.98
|
20
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
|
(2)
|
Conn’s Inc. has executed its lease but has not yet taken occupancy or commenced paying rent. Conn’s Inc. is expected to take occupancy in February 2014.
|
2009
|
2010
|
2011(3)
|
2012
|
As of
9/12/2013(4)
|
||||||
Owned Space
|
57.0%
|
56.0%
|
NAP
|
56.2%
|
100.0%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year, unless otherwise indicated.
|
|
(2)
|
Based on In-line square footage. Ground leased outparcels are not included.
|
|
(3)
|
Kings Crossing Property was placed in receivership in 2011 and thus occupancy for 2011 is unavailable.
|
|
(4)
|
Conn’s Inc. has executed its lease but has not yet taken occupancy or commenced paying rent. Conn’s Inc. is expected to take occupancy in February 2014.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Kings Crossing Property:
|
2009
|
2010
|
2012
|
TTM 7/31/2012
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$2,480,048
|
$2,279,440
|
$2,586,135
|
$2,606,787
|
$3,052,571
|
$11.27
|
||||||||||||
Overage Rent
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Other Rental Revenue
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
191,406
|
0.71
|
||||||||||||
Total Rent
|
$2,480,048
|
$2,279,440
|
$2,586,135
|
$2,606,787
|
$3,243,977
|
$11.98
|
||||||||||||
Total Reimbursables
|
428,634
|
313,097
|
340,349
|
331,855
|
584,139
|
2.16
|
||||||||||||
Other Income
|
25,628
|
23,052
|
31,665
|
28,270
|
28,270
|
0.10
|
||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(191,406
|
) |
(0.71
|
) | ||||||||||
Effective Gross Income
|
$2,934,310
|
$2,615,589
|
$2,958,149
|
$2,966,912
|
$3,664,980
|
$13.53
|
||||||||||||
Total Operating Expenses
|
$685,231
|
$669,306
|
$712,155
|
$543,642
|
$713,033
|
$2.63
|
||||||||||||
Net Operating Income
|
$2,249,079
|
$1,946,283
|
$2,245,994
|
$2,423,270
|
$2,951,947
|
$10.90
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
83,047
|
0.31
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
20,762
|
0.08
|
||||||||||||
Net Cash Flow
|
$2,249,079
|
$1,946,283
|
$2,245,994
|
$2,423,270
|
$2,848,139
|
$10.52
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
The Kings Crossing Loan was placed in receivership in 2011 and thus cash flows for 2011 are unavailable.
|
n
|
Appraisal. According to the appraisal, the Kings Crossing Property had an “as-is” appraised value of $37,480,000 as of an effective date of August 31, 2013 and an “as stabilized” appraised value of $37,630,000 as of an effective date of October 31, 2013.
|
KINGS CROSSING
|
n
|
Environmental Matters. According to a Phase I environmental report, dated September 3, 2013, there are no recommendations for further action at the Kings Crossing Property.
|
n
|
Market Overview and Competition. The Kings Crossing Property is a retail power center located in Shreveport, Louisiana. The Kings Crossing Property is located in the Shreveport metropolitan statistical area at the intersection of Youree Drive and East 70th Street. The traffic count at this intersection is approximately 58,000 cars per day. As of 2013, the population within a five mile radius of the Kings Crossing Property was 138,603 with an average household income of $60,150. The Kings Crossing Property is located in a primary retail corridor, which includes several national retailers including Kohl’s, Dick’s Sporting Goods, Sam’s Club and Super Target, among others.
|
Kings Crossing
|
Bayou Walk Shopping
|
Eastgate
Shopping
Center
|
Eastside Plaza
|
Regal Court
Shopping Center
|
University Place
|
|||||||
Distance from Subject
|
-
|
0.3 miles
|
0.3 miles
|
0.4 miles
|
0.4 miles
|
0.1 miles
|
||||||
Property Type
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
||||||
Year Built
|
2005
|
1997
|
2006
|
2004
|
2008
|
2001
|
||||||
Total GLA
|
270,805
|
93,668
|
353,057
|
78,635
|
363,032
|
201,653
|
||||||
Total Occupancy
|
100%(2)
|
99%
|
100%
|
92%
|
90%
|
100%
|
||||||
Anchors(3)(4)
|
Lowes Home Centers Inc., Conn’s Inc.
|
Kroger’s
|
Belk, Ross Dress for Less, Haverty’s, Marshall’s
|
Sam’s Club
|
JC Penney, Kohl’s, Dick’s Sporting Goods
|
Best Buy, Bed Bath & Beyond, TJ Maxx
|
|
(1)
|
Source: Appraisal.
|
|
(2)
|
Conn’s Inc. has executed its lease but has not yet taken occupancy or commenced paying rent. Conn’s Inc. is expected to take occupancy in February 2014.
|
|
(3)
|
Bayou Walk Shopping Center is shadow anchored by Kroger’s.
|
|
(4)
|
Eastside Plaza is shadow anchored by Sam’s Club.
|
n
|
The Borrower. The borrower is ADD Kings Crossing LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Kings Crossing Loan. The borrower of the Kings Crossing Loan is majority indirectly owned by Rain Scott Investments, L.L.C., which is the non-recourse carveout guarantor under the Kings Crossing Loan.
|
n
|
Escrows. On the origination date, the borrower funded escrow reserves in the amount of $327,948 in respect of certain real estate tax expenses, $28,753 in respect of certain insurance expenses, a $200,000 TI/LC and replacement reserve, $1,394,651 in respect of remaining tenant improvement and leasing commission monies owed to Conn’s Inc., $9,000 in respect of unpaid leasing commissions related to tenant Simply Mac and $52,844 for deferred maintenance. On each due date, the borrower is required to fund (1) a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding 12 month period and (2) a TI/LC and replacement reserve in the monthly amount of $8,651, to the extent the balance of such account is less than $375,000 for all due dates occurring prior to December 31, 2016, and to the extent the balance of such account is less than $250,000 for all due dates occurring on or after December 31, 2016.
|
KINGS CROSSING
|
n
|
Lockbox and Cash Management. The Kings Crossing Loan is structured with a springing lockbox, with springing cash management. Pursuant to the loan documents, upon the occurrence and during the continuance of a Kings Crossing Trigger Event, a lender controlled lockbox account is required to be established. During the continuance of a Kings Crossing Trigger Event, all revenues generated by the Kings Crossing Property are required to be deposited into the lockbox account. During the continuance of a Kings Crossing Trigger Event, all sums on deposit in the lockbox account are required to be swept on a daily basis into a cash management account for the payment of debt service and funding of monthly escrows, with any excess to be held by the lender as additional security for the loan.
|
KINGS CROSSING
|
n
|
Property Management. The Kings Crossing Property is currently managed by Rainmark, Inc. pursuant to a management agreement. Under the loan documents, the Kings Crossing Property may not be managed by any other party, other than another management company approved by the lender and with respect to which Rating Agency Confirmation has been received. During the continuance of an event of default, during the continuance of a material default by the property manager under the management agreement beyond any applicable notice and cure period, upon the filing of a bankruptcy petition or a similar event with respect to the property manager, or the debt service coverage ratio is at any time less than 1.00x, the lender may terminate or require the borrower to terminate the management agreement and replace the property manager with a new property manager selected by the lender, subject to the borrower’s reasonable approval, and with respect to which Rating Agency Confirmation has been received.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
KINGS CROSSING
|
n
|
Terrorism Insurance. The borrower is required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Kings Crossing Property, plus 18 months of business interruption coverage. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Kings Crossing Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
n
|
Release of Collateral. Provided no event of default is then continuing under the Kings Crossing Loan, at any time on or after the six-month anniversary of the Closing Date, the borrower has, in connection with a sale to a third-party, the one-time right to obtain the release of the portion of the Kings Crossing Property leased to Lowes Home Centers Inc. from the lien of the loan documents, provided that the following conditions, among others, are satisfied: (i) payment of an amount equal to the sum of (a) the greater of (1) 115% of the Allocated Loan Amount of the parcel to be released and (2) an amount which would result in (A) after giving effect to the release, the debt yield for the remaining Kings Crossing Property is no less than 13%, (B) after giving effect to the release, the debt service coverage ratio for the remaining Kings Crossing Property is not less than 1.75x and (C) after giving effect to the release, the loan-to-value ratio is no greater than 65%, (b) any interest shortfall due under the loan documents and (c) any applicable yield maintenance amounts; (ii) delivery of Rating Agency Confirmation and (iii) delivery of a REMIC opinion.
|
RIVERGATE STATION
|
RIVERGATE STATION
|
RIVERGATE STATION
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||||
Number of Mortgaged Properties
|
1 |
Loan Seller
|
SMF I
|
|||||||
Location (City/State)
|
Madison, Tennessee |
Cut-off Date Principal Balance
|
$21,562,500
|
|||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$89.72
|
|||||||
Size (SF)
|
240,318
|
Percentage of Initial Pool Balance
|
2.5%
|
|||||||
Total Occupancy as of 9/18/2013
|
92.7%
|
Number of Related Mortgage Loans(1)
|
5
|
|||||||
Owned Occupancy as of 9/18/2013
|
92.7%
|
Type of Security
|
Fee Simple
|
|||||||
Year Built / Latest Renovation
|
1989 / NAP
|
Mortgage Rate
|
4.9800%
|
|||||||
Appraised Value
|
$28,750,000
|
Original Term to Maturity (Months)
|
120
|
|||||||
Original Amortization Term (Months)
|
360
|
|||||||||
Underwritten Revenues
|
$2,954,264
|
Original Interest Only Period (Months)
|
12
|
|||||||
Underwritten Expenses
|
$670,988
|
Escrows
|
||||||||
Underwritten Net Operating Income (NOI)
|
$2,283,276
|
Upfront
|
Monthly
|
|||||||
Underwritten Net Cash Flow (NCF)
|
$2,152,069
|
Taxes
|
$250,978
|
$25,098
|
||||||
Cut-off Date LTV Ratio
|
75.0%
|
Insurance
|
$16,877
|
$1,875
|
||||||
Maturity Date LTV Ratio
|
63.3%
|
Replacement Reserves
|
$0
|
$3,004
|
||||||
DSCR Based on Underwritten NOI / NCF
|
1.65x / 1.55x
|
TI/LC(2)
|
$250,000
|
$10,013
|
||||||
Debt Yield Based on Underwritten NOI / NCF
|
10.6% / 10.0%
|
Other(3)
|
$2,542,357
|
$0
|
||||||
Sources and Uses | ||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||
Loan Amount
|
$21,562,500
|
100.0%
|
Loan Payoff
|
$13,363,514
|
62.0%
|
|||||
Principal Equity Distribution
|
4,950,903
|
23.0
|
||||||||
Reserves
|
3,060,212
|
14.2
|
||||||||
Closing Costs
|
187,871
|
0.9
|
||||||||
Total Sources
|
$21,562,500
|
100.0%
|
Total Uses
|
$21,562,500
|
100.0%
|
|
(1)
|
Indirect owners of the borrowers are also indirect owners of the borrowers of the Park Place Shopping Center, Riverwalk Plaza, The Center at Stockton and Hagerstown Shopping Center Loans.
|
|
(2)
|
TI/LC reserves are capped at $750,000.
|
|
(3)
|
Other reserves represent tenant reserves of $1,549,272 and $177,930 with respect to the leases of two tenants, Conn’s Inc. and El Alteno, respectively, a deferred maintenance reserve of $559,262 and a rent reserve of $255,893 with respect to the Conn’s Inc. lease.
|
■
|
The Mortgage Loan. The mortgage loan (the “Rivergate Station Loan”) is evidenced by a note in the original principal amount of $21,562,500 and is secured by a first mortgage encumbering a retail community center located in Madison, Tennessee known as Rivergate Station (the “Rivergate Station Property”). The Rivergate Station Loan was originated by Starwood Mortgage Capital LLC and was subsequently purchased by Starwood Mortgage Funding I LLC. The Rivergate Station Loan was originated on October 18, 2013 and represents approximately 2.5% of the Initial Pool Balance. The note evidencing the Rivergate Station Loan has an outstanding principal balance as of the Cut-off Date of $21,562,500 and has an interest rate of 4.9800% per annum. The proceeds of the Rivergate Station Loan were primarily used to refinance existing debt secured by the Rivergate Station Property, fund reserves and other costs in connection with the origination of the Rivergate Station Loan and return equity to the principal of the borrower.
|
■
|
The Mortgaged Property. The Rivergate Station Property is an approximately 240,318 SF retail community center located in Madison, Tennessee and was constructed in 1989. The Rivergate Station Property is located in the Nashville metropolitan statistical area at 1647 Gallatin Pike North. The Rivergate Station Property totals approximately 240,318 SF, is anchored by Conn’s Inc. (which is expected to take occupancy in May 2014 and has not yet commenced paying rent), Sam Ash Music and TJ Maxx and contains the following junior anchors: Rivergate Fitness, Golf & Sports Center, Inc. and Deal$. As of September 18, 2013, the Total Occupancy and Owned Occupancy were both 92.7%, inclusive of tenant Conn’s Inc., which has executed its lease but not yet taken occupancy of its space.
|
RIVERGATE STATION
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA |
% of
Total GLA |
Mortgage
Loan Collateral Interest |
Total
Rent |
Total
Rent $ per SF |
Owned
Anchor Tenant Lease Expiration |
Tenant
Sales $ per SF |
Occupancy
Cost |
Renewal /
Extension Options |
||||||||||
Anchors
|
||||||||||||||||||||
Conn’s Inc.(2)(3)
|
NR / NR / NR
|
45,900
|
19.1%
|
Yes
|
$617,910
|
$13.46
|
12/31/2024
|
NA
|
NA
|
4, 5-year options
|
||||||||||
Sam Ash Music(4)
|
NR / NR / NR
|
34,700
|
14.4
|
Yes
|
$392,530
|
$11.31
|
1/31/2019
|
NA
|
NA
|
NA
|
||||||||||
TJ Maxx(4)
|
NR / A3 / A
|
30,000
|
12.5
|
Yes
|
$286,863
|
$9.56
|
1/31/2015
|
$260(5)
|
3.7%
|
3, 5-year options
|
||||||||||
Total Anchors
|
110,600
|
46.0%
|
||||||||||||||||||
Jr. Anchors
|
||||||||||||||||||||
Rivergate Fitness
|
NR / NR / NR
|
23,925
|
10.0%
|
Yes
|
$316,817
|
$13.24
|
4/30/2015
|
NA
|
NA
|
NA
|
||||||||||
Golf & Sports Center, Inc.
|
NR / NR / NR
|
14,972
|
6.2
|
Yes
|
$99,595
|
$6.65
|
1/31/2014
|
NA
|
NA
|
1, 2-year option
|
||||||||||
Deal$(6)
|
NR / NR / NR
|
11,690
|
4.9
|
Yes
|
$132,238
|
$11.31
|
3/31/2017
|
NA
|
NA
|
3, 5-year options
|
||||||||||
Total Jr. Anchors
|
50,587
|
21.1%
|
||||||||||||||||||
Occupied In-line
|
26,376
|
11.0%
|
$376,713
|
$14.28
|
||||||||||||||||
Occupied Outparcel/Other
|
35,179
|
14.6%
|
$714,857
|
$20.32
|
||||||||||||||||
Vacant Spaces
|
17,576
|
7.3%
|
$0
|
$0.00
|
||||||||||||||||
Total Owned SF
|
240,318
|
100.0%
|
||||||||||||||||||
Total SF
|
240,318
|
100.0%
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Conn’s Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Conn’s Inc. will take occupancy in May 2014.
|
|
(3)
|
Conn’s Inc. will be allowed to pay 50% reduced rent if two or more national or regional retail anchor tenants totaling at least 50,000 SF are not in occupancy at the Rivergate Station Property for six consecutive months. If such co-tenancy condition is not remedied within 12 months following the expiration of the six month period, Conn’s Inc. will have the right to terminate its lease upon 60 days notice.
|
|
(4)
|
Sam Ash Music and TJ Maxx can go dark at any time.
|
|
(5)
|
TJ Maxx sales are as of TTM 1/31/2013.
|
|
(6)
|
Deal$ will be allowed to pay 50% reduced rent if TJ Maxx and Sam Ash Music are not in occupancy at the Rivergate Station Property for 30 consecutive days and can continue to do so until the co-tenant spaces are at least 75% leased to no more than four national or regional tenants.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA |
UW Base Rent
|
% of
Total UW Base Rent |
UW
Base Rent $ per SF |
Lease Expiration
|
Tenant Sales
$ per SF |
Occupancy Cost
|
Renewal / Extension Options
|
||||||||||
Conn’s Inc.(2)(3)
|
NR / NR / NR
|
45,900
|
19.1%
|
$511,785
|
21.1%
|
$11.15
|
12/31/2024
|
NA
|
NA
|
4, 5-year options
|
||||||||||
Sam Ash Music(4)
|
NR / NR / NR
|
34,700
|
14.4
|
312,300
|
12.9
|
9.00
|
1/31/2019
|
NA
|
NA
|
NA
|
||||||||||
Rivergate Fitness
|
NR / NR / NR
|
23,925
|
10.0
|
261,500
|
10.8
|
10.93
|
4/30/2015
|
NA
|
NA
|
NA
|
||||||||||
TJ Maxx(4)
|
NR / A3 / A
|
30,000
|
12.5
|
217,500
|
9.0
|
7.25
|
1/31/2015
|
$260(5)
|
3.7%
|
3, 5-year options
|
||||||||||
Concentra Medical Centers
|
NR / NR / NR
|
9,120
|
3.8
|
160,147
|
6.6
|
17.56
|
6/30/2015
|
NA
|
NA
|
NA
|
||||||||||
Logan’s Roadhouse
|
NR / NR / B-
|
6,000
|
2.5
|
143,598
|
5.9
|
23.93
|
5/31/2018
|
NA
|
NA
|
1, 5-year option
|
||||||||||
TGI Friday’s
|
NR / NR / NR
|
6,961
|
2.9
|
140,400
|
5.8
|
20.17
|
8/31/2015
|
NA
|
NA
|
4, 5-year options
|
||||||||||
Deal$(6)
|
NR / NR / NR
|
11,690
|
4.9
|
105,210
|
4.3
|
9.00
|
3/31/2017
|
NA
|
NA
|
3, 5-year options
|
||||||||||
Olive Garden
|
BBB- / Baa3 / BBB-
|
9,098
|
3.8
|
98,135
|
4.0
|
10.79
|
9/4/2014
|
NA
|
NA
|
1, 5-year option
|
||||||||||
Valu Vision
|
NR / NR / NR
|
4,000
|
1.7
|
91,240
|
3.8
|
22.81
|
10/31/2015
|
NA
|
NA
|
NA
|
||||||||||
Ten Largest Owned Tenants
|
181,394
|
75.5%
|
$2,041,816
|
84.1%
|
$11.26
|
|||||||||||||||
Remaining Owned Tenants
|
41,348
|
17.2
|
384,870
|
15.9
|
9.31
|
|||||||||||||||
Vacant Spaces (Owned Space)
|
17,576
|
7.3
|
0
|
0.0
|
0.00
|
|||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
240,318
|
100.0%
|
$2,426,685
|
100.0%
|
$10.89
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
|
(2)
|
Conn’s Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Conn’s Inc. will take occupancy in May 2014.
|
|
(3)
|
Conn’s Inc. will be allowed to pay 50% reduced rent if two or more national or regional retail anchor tenants totaling at least 50,000 SF are not in occupancy at the Rivergate Station Property for six consecutive months. If such co-tenancy condition is not remedied within 12 months following the expiration of the six month period, Conn’s Inc. will have the right to terminate its lease upon 60 days notice.
|
|
(4)
|
Sam Ash Music and TJ Maxx can go dark at any time.
|
|
(5)
|
TJ Maxx sales are as of TTM 1/31/2013.
|
|
(6)
|
Deal$ will be allowed to pay 50% reduced rent if TJ Maxx and Sam Ash Music are not in occupancy at the Rivergate Station Property for 30 consecutive days and can continue to do so until the co-tenant spaces are at least 75% leased to no more than four national or regional tenants.
|
RIVERGATE STATION
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of Owned GLA
|
UW Base Rent
|
% of Total UW
Base Rent |
UW Base
Rent $ per SF |
# Expiring
Tenants |
|||||||
MTM
|
0
|
0.0%
|
0.0%
|
$0
|
0.0%
|
$0.00
|
0
|
|||||||
2013
|
1,400
|
0.6
|
0.6%
|
28,700
|
1.2
|
20.50
|
1
|
|||||||
2014
|
24,070
|
10.0
|
10.6%
|
163,114
|
6.7
|
6.78
|
2
|
|||||||
2015
|
89,252
|
37.1
|
47.7%
|
1,046,899
|
43.1
|
11.73
|
10
|
|||||||
2016
|
0
|
0.0
|
47.7%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2017
|
11,690
|
4.9
|
52.6%
|
105,210
|
4.3
|
9.00
|
1
|
|||||||
2018
|
9,080
|
3.8
|
56.4%
|
192,178
|
7.9
|
21.16
|
3
|
|||||||
2019
|
34,700
|
14.4
|
70.8%
|
312,300
|
12.9
|
9.00
|
1
|
|||||||
2020
|
0
|
0.0
|
70.8%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2021
|
6,650
|
2.8
|
73.6%
|
66,500
|
2.7
|
10.00
|
1
|
|||||||
2022
|
0
|
0.0
|
73.6%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2023
|
0
|
0.0
|
73.6%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2024 & Thereafter
|
45,900
|
19.1
|
92.7%
|
511,785
|
21.1
|
11.15
|
1
|
|||||||
Vacant
|
17,576
|
7.3
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||
Total / Wtd. Avg.
|
240,318
|
100.0%
|
$2,426,685
|
100.0%
|
$10.89
|
20
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
|
(2)
|
Conn’s Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Conn’s Inc. will take occupancy in May 2014.
|
2010
|
2011
|
2012
|
As of 9/18/2013
|
|||||
Owned Space
|
84.0%
|
83.9%
|
88.5%
|
92.7%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year, unless otherwise indicated.
|
|
(2)
|
Conn’s Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Conn’s Inc. will take occupancy in May 2014.
|
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Rivergate Station Property:
|
2010
|
2011
|
2012(2)
|
TTM 7/31/2013
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$2,262,577
|
$2,241,343
|
$2,227,306
|
$2,234,494
|
$2,426,685
|
$10.10
|
||||||||||||
Overage Rent
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Other Rental Revenue
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
175,760
|
0.73
|
||||||||||||
Total Rent
|
$2,262,577
|
2,241,343
|
$2,227,306
|
$2,234,494
|
$2,602,445
|
$10.83
|
||||||||||||
Total Reimbursables
|
415,748
|
408,037
|
493,696
|
519,305
|
515,000
|
2.14
|
||||||||||||
Other Income
|
47,049
|
46,056
|
14,840
|
12,579
|
12,579
|
0.05
|
||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(175,760
|
) |
(0.73
|
) | ||||||||||
Effective Gross Income
|
$2,725,374
|
$2,695,436
|
$2,735,843
|
$2,766,377
|
$2,954,264
|
$12.29
|
||||||||||||
Total Operating Expenses
|
$574,548
|
$579,789
|
$713,635
|
$735,141
|
$670,988
|
$2.79
|
||||||||||||
Net Operating Income
|
$2,150,826
|
$2,115,647
|
$2,022,208
|
$2,031,236
|
$2,283,276
|
$9.50
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
95,159
|
0.40
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
36,048
|
0.15
|
||||||||||||
Net Cash Flow
|
$2,150,826
|
$2,115,647
|
$2,022,208
|
$2,031,236
|
$2,152,069
|
$8.96
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
The borrowers closed on its acquisition of the Rivergate Station Property in March 2012 and as such, the information presented is annualized for the last three quarters of 2012.
|
RIVERGATE STATION
|
■
|
Appraisal. According to the appraisal, the Rivergate Station Property had an “as-is” appraised value of $28,750,000 as of an effective date of September 10, 2013.
|
■
|
Environmental Matters. According to a Phase I environmental report, dated September 17, 2013, there are no recommendations for further action at the Rivergate Station Property.
|
■
|
Market Overview and Competition. The Rivergate Station Property is a retail community center located in Madison, Tennessee. The Rivergate Station Property is located in the Nashville metropolitan statistical area at 1647 Gallatin Pike North. As of 2013, the population within a five mile radius of the Rivergate Station Property was 98,247 with an average household income of $47,656. The Rivergate Station Property is located in a dense retail cluster near Rivergate Mall, a 1,100,000 SF enclosed regional shopping mall anchored by Sears, Dillard’s, JC Penney and Macy’s.
|
Rivergate
Station |
Rivergate
Square
|
McHenry
Center |
The Village
at Rivergate |
Gallery at Rivergate
|
Marketplace
at Rivergate
|
The Shoppes
at Rivergate |
Northside Marketplace
|
|||||||||
Distance from Subject
|
-
|
0.1 miles
|
0.1 miles
|
0.6 miles
|
0.6 miles
|
0.8 miles
|
0.8 miles
|
1.1 miles
|
||||||||
Property Type
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
||||||||
Year Built
|
1989
|
1989
|
1972
|
1980
|
1985
|
1985
|
1987
|
1998
|
||||||||
Total GLA
|
240,318
|
227,425
|
215,992
|
181,896
|
80,587
|
113,012
|
251,085
|
189,401
|
||||||||
Total Occupancy
|
93%(2)
|
96%
|
95%
|
91%
|
84%
|
90%
|
87%
|
71%
|
||||||||
Anchors
|
Conn’s Inc., Sam Ash Music, TJ Maxx
|
Home Depot, Office Depot
|
Books-A-Million, Hobby Lobby, Staples
|
Target, Essex Retail Outlet
|
Pier 1 Imports
|
Oak Factory Outlet, Trees N Trends
|
American Signature, Ashley Furniture, Bed Bath & Beyond, HH Gregg
|
Best Buy, Dick’s Sporting Goods
|
|
(1)
|
Source: Appraisal.
|
|
(2)
|
Conn’s Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Conn’s Inc. will take occupancy in May 2014.
|
■
|
The Borrowers. The borrowers are BAI Rivergate LLC and BAI Rivergate OP LLC, each a single-purpose, single-asset entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Rivergate Station Loan. The borrowers of the Rivergate Station Loan are majority indirectly owned by Bon Aviv Holdings LLC, which is the non-recourse carveout guarantor under the Rivergate Station Loan.
|
■
|
Escrows. On the origination date, the borrowers funded escrow reserves in the amount of $250,978 in respect of certain real estate tax expenses, $16,877 in respect of certain insurance expenses, a $250,000 tenant improvement and leasing commission escrow, $1,727,202 in respect of remaining outstanding landlord obligation monies owed to tenants Conn’s Inc. and El Alteno, $255,893 in respect of a rent reserve for tenant Conn’s Inc. and $559,262 for a deferred maintenance reserve. On each due date, the borrowers are required to fund (1) tax and insurance reserves in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding 12 month period, (2) a tenant improvement and leasing commission reserve in the monthly amount of $10,013, to the extent the balance of such account is less than $750,000 and (3) a replacement reserve in the monthly amount of $3,004.
|
RIVERGATE STATION
|
■
|
Lockbox and Cash Management. The Rivergate Station Loan is structured with a soft springing lockbox, with springing cash management. The loan documents require the borrowers to deposit all amounts received into a lockbox account within one business day after receipt. During the continuance of a Rivergate Station Sweep Event, the loan documents require the borrowers to direct the tenants to pay their rents directly to a lender-controlled lockbox account. During the continuance of a Rivergate Station Sweep Event, all sums on deposit in the lockbox account are required to be swept on a daily basis into a cash management account for the payment of debt service and funding of monthly escrows with any excess to be held by lender as additional security for the loan.
|
■
|
Property Management. The Rivergate Station Property is currently managed by Zamias Services, Inc. pursuant to a management agreement. Pursuant to the terms of the Rivergate Station Loan, the Rivergate Station Property may not be managed by any other party, other than a management company approved by the lender and with respect to which Rating Agency Confirmation has been received. During any of (i) the continuance of an event of default under the Rivergate Station Loan, (ii) any time when the debt service coverage ratio of the Rivergate Station Property (based on the trailing 12 calendar months and as determined by the lender) is at any time less than 1.10x for four consecutive calendar quarters, (iii) during the continuance of a material default by the property manager under the management agreement beyond any applicable notice and cure period, (iv) upon the filing of a bankruptcy petition or a similar event with respect to the property manager, or (v) if the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, the lender may require the borrower to terminate the management agreement and replace the property manager with a new property manager selected by the borrowers, subject to the lender’s reasonable approval, and with respect to which Rating Agency Confirmation has been received.
|
■
|
Mezzanine or Subordinate Indebtedness. Pursuant to the Rivergate Station Loan, the pledge of indirect ownership interests in the borrowers are permitted in connection with one or more Israeli public or private market bond issuances provided that in the event of a foreclosure on the equity interests on the borrowers by related bondholders or by a trustee on their behalf if such foreclosure results in either (i) a change of control of either the borrowers or the Rivergate Station Property or (ii) transfer of more than 50% of the ownership interests in the borrowers, then (1) the Rivergate Station Property is required to continue to be managed by a property manager acceptable to the lender in its reasonable discretion, (2) the resulting entity is required to be a Qualified Equityholder and (3) the borrowers are required to pay to lender a fee in the amount of 0.50% of the unpaid principal balance of the Rivergate Station Loan (but no less than $15,000), and to deliver, among other items, a Ratings Agency Confirmation.
|
RIVERGATE STATION
|
■
|
Terrorism Insurance. The borrowers are required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Rivergate Station Property, plus 12 months of business interruption coverage. The required terrorism insurance may be included in a blanket policy, provided that the borrowers provide evidence satisfactory to the lender that the insurance premiums for the Rivergate Station Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
OLD MILL DISTRICT
|
OLD MILL DISTRICT
|
OLD MILL DISTRICT
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC
|
||||||||||||||
Location (City/State)
|
Bend, Oregon
|
Cut-off Date Principal Balance
|
$18,954,873
|
||||||||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$113.19
|
||||||||||||||
Size (SF)
|
167,462
|
Percentage of Initial Pool Balance
|
2.2%
|
||||||||||||||
Total Occupancy as of 9/1/2013
|
98.4%
|
Number of Related Mortgage Loans
|
None
|
||||||||||||||
Owned Occupancy as of 9/1/2013
|
98.4%
|
Type of Security
|
Fee Simple
|
||||||||||||||
Year Built / Latest Renovation
|
2000-2001 / NAP
|
Mortgage Rate
|
4.7780%
|
||||||||||||||
Appraised Value
|
$29,000,000
|
Original Term to Maturity (Months)
|
120
|
||||||||||||||
Original Amortization Term (Months)
|
360
|
||||||||||||||||
Original Interest Only Period (Months)
|
NAP
|
||||||||||||||||
Underwritten Revenues
|
$3,404,625
|
||||||||||||||||
Underwritten Expenses
|
$1,366,847
|
Escrows(1)
|
|||||||||||||||
Underwritten Net Operating Income (NOI)
|
$2,037,779
|
Upfront
|
Monthly
|
||||||||||||||
Underwritten Net Cash Flow (NCF)
|
$1,890,703
|
Taxes
|
$0
|
$0
|
|||||||||||||
Cut-off Date LTV Ratio
|
65.4%
|
Insurance
|
$0
|
$0
|
|||||||||||||
Maturity Date LTV Ratio
|
53.5%
|
Replacement Reserves(2)
|
$0
|
$2,233
|
|||||||||||||
DSCR Based on Underwritten NOI / NCF
|
1.71x / 1.58x
|
TI/LC(3)
|
$0
|
$12,500
|
|||||||||||||
Debt Yield Based on Underwritten NOI / NCF
|
10.8% / 10.0%
|
Other(4)
|
$60,000
|
$0
|
|||||||||||||
Sources and Uses | |||||||||||||||||
Sources
|
$
|
%
|
Uses |
$
|
%
|
||||||||||||
Loan Amount
|
$19,000,000
|
100.0%
|
Loan Payoff |
$18,283,015
|
96.2%
|
||||||||||||
Closing Costs |
427,453
|
2.2
|
|||||||||||||||
Principal Equity Distribution |
229,532
|
1.2
|
|||||||||||||||
Reserves |
60,000
|
0.3
|
|||||||||||||||
Total Sources
|
$19,000,000
|
100.0%
|
Total Uses |
$19,000,000
|
100.0%
|
|
(1)
|
See “—Escrows” below.
|
|
(2)
|
Replacement reserve is capped at $80,382.
|
|
(3)
|
TI/LC reserve is capped at $300,000.
|
|
(4)
|
Other reserve represents an unfunded obligations reserve ($60,000) for an outstanding tenant allowance owed to Simply Mac.
|
■
|
The Mortgage Loan. The mortgage loan (the “Old Mill District Loan”) is evidenced by a note in the original principal amount of $19,000,000 and is secured by a first mortgage encumbering a retail center located in Bend, Oregon (the “Old Mill District Property”). The Old Mill District Loan was originated by Goldman Sachs Mortgage Company on September 30, 2013 and represents approximately 2.2% of the Initial Pool Balance. The note evidencing the Old Mill District Loan has an outstanding principal balance as of the Cut-off Date of $18,954,873 and has an interest rate of 4.7780% per annum. The proceeds of the Old Mill District Loan were used to refinance existing debt on the Old Mill District Property.
|
■
|
The Mortgaged Property. The Old Mill District Property is a 167,462 SF, Class A anchored retail property located in Bend, Oregon. The anchor tenant is a 16-screen Regal Cinemas with sales of $419,610 per screen and an occupancy cost of 13.2%. The in-line tenants average $347 PSF in sales and an average occupancy cost of 8.7%. The Old Mill District Property was developed by the borrower sponsor in 2000-2001 and has operated within 95%-100% occupancy since 2008. As of September 1, 2013 the Total Occupancy and Owned Occupancy were both 98.4%.
|
OLD MILL DISTRICT
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA |
UW Base Rent
|
% of
Total UW Base Rent |
UW
Base Rent $ per SF |
Lease Expiration
|
Tenant
Sales $ per SF / Screen(2) |
Occupancy Cost
|
Renewal / Extension Options
|
||||||||||||||
Regal Cinemas
|
B- / B3 / B+
|
60,472
|
36.1
|
% |
$725,664
|
27.9
|
% |
$12.00
|
6/30/2015
|
$419,610
|
13.2%
|
5, 5-year options
|
||||||||||||
Victoria’s Secret
|
BB+ / Ba1 / BB+
|
6,339
|
3.8
|
184,085
|
7.1
|
29.04
|
1/31/2019
|
$524
|
7.0%
|
NA
|
||||||||||||||
American Eagle Outfitters
|
NR / NR / NR
|
6,269
|
3.7
|
181,801
|
7.0
|
29.00
|
1/31/2019
|
$320
|
11.7%
|
NA
|
||||||||||||||
The Gap, Inc.
|
BBB- / Baa3 / BBB-
|
9,209
|
5.5
|
124,322
|
4.8
|
13.50
|
5/31/2018
|
$267
|
5.1%
|
NA
|
||||||||||||||
Pacific Sunwear Stores Corp.
|
NR / NR / NR
|
4,140
|
2.5
|
124,200
|
4.8
|
30.00
|
1/31/2019
|
$294
|
13.1%
|
NA
|
||||||||||||||
Buckle, Inc.
|
NR / NR / NR
|
4,355
|
2.6
|
108,875
|
4.2
|
25.00
|
1/31/2023
|
$290
|
12.0%
|
1, 5-year option
|
||||||||||||||
Banana Republic
|
BBB- / Baa3 / BBB-
|
7,013
|
4.2
|
94,676
|
3.6
|
13.50
|
5/31/2018
|
$218
|
6.3%
|
NA
|
||||||||||||||
J. Jill
|
NR / NR / NR
|
2,930
|
1.7
|
87,900
|
3.4
|
30.00
|
1/31/2016
|
$262
|
15.3%
|
NA
|
||||||||||||||
Zumiez
|
NR / NR / NR
|
3,281
|
2.0
|
85,306
|
3.3
|
26.00
|
1/31/2023
|
$348
|
10.4%
|
NA
|
||||||||||||||
Red Robin (GL)(3)
|
NR / NR / NR
|
6,573
|
3.9
|
75,600
|
2.9
|
11.50
|
1/31/2022
|
$584
|
3.7%
|
4, 5-year options
|
||||||||||||||
Ten Largest Owned Tenants
|
110,581
|
66.0
|
% |
$1,792,428
|
69.0
|
% |
$16.21
|
|||||||||||||||||
Remaining Owned Tenants
|
54,219
|
32.4
|
% |
804,888
|
31.0
|
% |
14.85
|
|||||||||||||||||
Vacant Spaces (Owned Space)
|
2,662
|
1.6
|
% |
0
|
0.0
|
0.00
|
||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
167,462
|
100.0
|
% |
$2,597,316
|
100.0
|
% |
$15.76
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Tenant sales are as of 7/31/2013 unless specified otherwise.
|
|
(3)
|
The Red Robin lease is a ground lease.
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of Owned GLA
|
UW Base Rent
|
% of Total UW
Base Rent |
UW Base
Rent $ per SF |
# of Expiring
Tenants |
||||||||||||||
MTM
|
3,327
|
2.0
|
% |
2.0%
|
$4,800
|
0.2
|
% |
$1.44
|
2
|
||||||||||||
2013
|
0
|
0.0
|
2.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
16,061
|
9.6
|
11.6%
|
174,520
|
6.7
|
10.87
|
7
|
||||||||||||||
2015
|
71,719
|
42.8
|
54.4%
|
854,583
|
32.9
|
11.92
|
5
|
||||||||||||||
2016
|
10,045
|
6.0
|
60.4%
|
179,172
|
6.9
|
17.84
|
5
|
||||||||||||||
2017
|
3,435
|
2.1
|
62.5%
|
87,628
|
3.4
|
25.51
|
3
|
||||||||||||||
2018
|
20,169
|
12.0
|
74.5%
|
305,276
|
11.8
|
15.14
|
4
|
||||||||||||||
2019
|
16,748
|
10.0
|
84.5%
|
490,086
|
18.9
|
29.26
|
3
|
||||||||||||||
2020
|
1,410
|
0.8
|
85.3%
|
30,876
|
1.2
|
21.90
|
1
|
||||||||||||||
2021
|
0
|
0.0
|
85.3%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
9,329
|
5.6
|
90.9%
|
138,988
|
5.4
|
14.90
|
2
|
||||||||||||||
2023
|
10,704
|
6.4
|
97.3%
|
286,916
|
11.0
|
26.80
|
4
|
||||||||||||||
2024 & Thereafter
|
1,853
|
1.1
|
98.4%
|
44,472
|
1.7
|
24.00
|
1
|
||||||||||||||
Vacant
|
2,662
|
1.6
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
167,462
|
100.0
|
% |
$2,597,316
|
100.0
|
% |
$15.76
|
37
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2010
|
2011
|
2012
|
TTM 8/31/2013
|
|||||
Owned Space
|
98.2%
|
100.0%
|
99.2%
|
99.2%
|
|
(1)
|
As provided by the borrower and represents year end occupancy for the indicated year.
|
OLD MILL DISTRICT
|
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Old Mill District Property:
|
2010
|
2011
|
2012
|
TTM
8/31/2013
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$2,419,875
|
$2,513,252
|
$2,432,456
|
$2,484,446
|
$2,597,316
|
$15.51
|
||||||||||||
Overage Rent
|
81,288
|
28,266
|
35,946
|
55,303
|
56,285
|
0.34
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
63,291
|
0.38
|
||||||||||||
Total Rent
|
$2,501,163
|
$2,541,518
|
$2,468,402
|
$2,539,749
|
$2,716,892
|
$16.22
|
||||||||||||
Total Reimbursables
|
775,112
|
791,483
|
800,926
|
842,188
|
866,924
|
5.18
|
||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(179,191
|
) |
(1.07
|
) | ||||||||||
Effective Gross Income
|
$3,276,275
|
$3,333,001
|
$3,269,328
|
$3,381,937
|
$3,404,625
|
$20.33
|
||||||||||||
Total Operating Expenses
|
$1,373,243
|
$1,357,301
|
$1,383,613
|
$1,307,210
|
$1,366,847
|
$8.16
|
||||||||||||
Net Operating Income
|
$1,903,032
|
$1,975,700
|
$1,885,715
|
$2,074,727
|
$2,037,779
|
$12.17
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
120,016
|
0.72
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
27,059
|
0.16
|
||||||||||||
Net Cash Flow
|
$1,903,032
|
$1,975,700
|
$1,885,715
|
$2,074,727
|
$1,890,703
|
$11.29
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Underwritten cash flow based on 9/1/2013 rent roll with rent steps through 11/30/2014.
|
■
|
Appraisal. According to the appraisal, the Old Mill District Property had an “as-is” appraised value of $29,000,000 as of an effective date of September 3, 2013.
|
■
|
Environmental Matters. According to a Phase I environmental report, dated September 10, 2013, there are no recognized environmental conditions or recommendations for further action at the Old Mill District Property.
|
■
|
Market Overview and Competition. Bend, Oregon is located on the eastern edge of the Cascade Range along the Deschutes River. Bend, Oregon is a retail center in Deschutes County. The Old Mill District Property is located along the Deschutes River southwest of the Old Downtown core along Colorado Avenue. Colorado Avenue is a link to the Seventh Mountain Resort, Mt. Bachelor Ski Area and Deschutes National Forest recreational area. To the east of the Old Mill District Property is the U.S. Highway 97 corridor, which is a north-south thoroughfare through the Bend area. Bend is approximately 120 miles from the next sizeable population centers (Eugene and Salem) and 150 miles from Portland; all west of Bend.
|
Sunset Shopping
Center Corvallis, OR |
Overlake Village
Shopping Center Redmond, WA |
Meridian Village
Bellingham, WA |
Covington
Esplanade Covington, WA |
Hawks Prairie
Village Lacey, WA |
Canyon Park
Shopping Center Springfield, OR |
|||||||
Property Type
|
Anchored Retail
|
Anchored Retail
|
Anchored Retail
|
Anchored Retail
|
Anchored Retail
|
Anchored Retail
|
||||||
Year Built
|
1998
|
1977
|
1979
|
2008
|
1988
|
1980
|
||||||
Total GLA
|
164,797
|
112,680
|
126,672
|
187,387
|
154,671
|
121,713
|
||||||
Total Occupancy
|
95%
|
100%
|
93%
|
97%
|
98%
|
100%
|
||||||
Anchors
|
Safeway
Bi-Mart
|
Safeway
Rite Aid
Big 5
|
De Waard & Bode
Marshalls
Dollar Tree
|
Home Depot
|
Safeway
Big Lots
Dollar Tree
|
Albertsons
|
|
(1)
|
Source: Appraisal.
|
■
|
The Borrower. The borrower is River Shops II, LLC, a single-purpose, single-asset entity. William L. Smith is the non-recourse carveout guarantor under the Old Mill District Loan.
|
OLD MILL DISTRICT
|
■
|
Escrows. At origination, the borrower funded a reserve account in the amount of $60,000 with respect to certain unfunded obligations regarding the Simply Mac lease. On each due date, the borrower is required to fund (1) a taxes and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding twelve month period (provided that if no event of default is continuing under the loan documents, the borrower will not be required to make monthly tax and insurance deposits if the borrower provides evidence that the related taxes have been paid at least 5 days prior to their becoming delinquent), (2) a tenant improvement and leasing commissions account in the amount of $12,500, if the aggregate balance in such account is less than $300,000 (not counting any termination fees paid to the borrower), and (3) a capital expenditure reserve account in the amount of $2,233, if the aggregate balance in such account is less than $80,382.
|
■
|
Lockbox and Cash Management. The Old Mill District Loan requires a springing lockbox, which upon the commencement of the initial Old Mill District Trigger Period or event of default, the borrower will establish and thereafter maintain with the lockbox bank a lender-controlled lockbox account. On each business day during a continuing Old Mill District Trigger Period or event of default, the funds on deposit in the lockbox account are required to be transferred to the lender-controlled cash management account provided, to the extent an Old Mill District Trigger Period or event of default expires or terminates, any funds in the lockbox account will be redirected by the lender directly to the operating account. During an ongoing Old Mill District Trigger Period or event of default, the borrower will be required to cause all cash revenues relating to the Old Mill District Property and all other money received by the borrower or the property manager with respect to the Old Mill District Property to be deposited in the lockbox account or the cash management account within one business day. On each due date after the occurrence of an Old Mill District Trigger Period, the loan documents require that all amounts on deposit in the cash management account, after the payment of debt service and budgeted operating expenses and the funding of required monthly escrows, (i)(a) during the continuance of an Old Mill District Trigger Period caused solely by an Old Mill District Rollover Trigger Event, be remitted to the rollover reserve account, so long as such deposits are required under the loan agreement, and (b) during the continuance of any other Old Mill District Trigger Period or event of default, be held as additional collateral for the Old Mill District Loan and (ii) to the extent an Old Mill District Trigger Period or event of default is not continuing, to be disbursed to the borrower. During the continuance of an event of default, the lender may apply any funds in the cash management account to amounts payable under the Old Mill District Loan and/or toward the payment of expenses of the Old Mill District Property, in such order of priority as the lender may determine.
|
OLD MILL DISTRICT
|
■
|
Property Management. The Old Mill District Property is currently managed by Mill District Managers, LLC, an affiliate of the borrower, pursuant to a management agreement. Under the loan documents, the Old Mill District Property may not be managed by any other party, other than a management company approved by the lender and with respect to which a Rating Agency Confirmation has been received. The lender may replace or require the borrower to replace the property manager during the continuance of an event of default under the Old Mill District Loan, following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, during the continuance of a material default by the property manager under the management agreement after the expiration of any applicable notice and/or cure periods, if the property manager files or is the subject of a petition in bankruptcy, if a trustee or receiver is appointed for the property manager’s assets, if the property manager makes an assignment for the benefit of creditors or if the property manager is adjudicated insolvent.
|
■
|
Mezzanine or Secured Subordinate Indebtedness. Mezzanine debt is permitted from certain qualified institutional lenders meeting the requirements set forth in the Old Mill District loan agreement to a direct or indirect equity owner of the borrower that is secured by a pledge of direct or indirect equity interests in the borrower, so long as, among other things (i) immediately after giving effect to such debt, the aggregate loan-to-value ratio (as calculated under the loan documents) does not exceed 85.0%, (ii) immediately after giving effect to such debt, the aggregate debt service coverage ratio (as calculated under the loan documents) is at least 1.25x, (iii) a subordination and intercreditor agreement is received by the lender, (iv) to the extent any balloon payment is due at the maturity of the mezzanine debt, such mezzanine debt is either coterminous with the Old Mill District Loan and must allow at least two one-year extensions at the option of the mezzanine borrower or prepayable without premium or penalty from and after the maturity date of the Old Mill District Loan, (v) such mezzanine debt bears a fixed rate of interest and (vi) a Rating Agency Confirmation has been obtained.
|
■
|
Terrorism Insurance. So long as TRIPRA or a similar or subsequent statute is in effect, the borrower is required to maintain terrorism insurance for foreign and domestic acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Old Mill District Property, plus twelve months of rental loss and/or business interruption coverage. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower is required to carry terrorism insurance throughout the term of the Old Mill District Loan as required by the preceding sentence, but in such event the borrower will not be required to spend more than two times the amount of the insurance premium that is payable at that time in respect of the property and business interruption/rental loss insurance required under the loan documents (not including the terrorism and earthquake components of such casualty and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. The terrorism insurance is required to contain a deductible that is approved by the lender, is no larger than is customary for similar policies covering similar properties in the geographic market in which the Old Mill District Property is located and is no larger than $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Old Mill District Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
PARK PLACE SHOPPING CENTER
|
PARK PLACE SHOPPING CENTER
|
PARK PLACE SHOPPING CENTER
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
SMF I
|
|||||||||||||
Location (City/State)
|
Vallejo, California
|
Cut-off Date Principal Balance
|
$17,850,000
|
|||||||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$118.40
|
|||||||||||||
Size (SF)
|
150,766
|
Percentage of Initial Pool Balance
|
2.1%
|
|||||||||||||
Total Occupancy as of 9/18/2013
|
93.3%
|
Number of Related Mortgage Loans(1)
|
5
|
|||||||||||||
Owned Occupancy as of 9/18/2013
|
93.3%
|
Type of Security
|
Fee Simple
|
|||||||||||||
Year Built / Latest Renovation
|
1987 / NAP
|
Mortgage Rate
|
4.9800%
|
|||||||||||||
Appraised Value
|
$23,800,000
|
Original Term to Maturity (Months)
|
120
|
|||||||||||||
Original Amortization Term (Months)
|
360
|
|||||||||||||||
Underwritten Revenues
|
$2,767,289
|
Original Interest Only Period (Months)
|
12
|
|||||||||||||
Underwritten Expenses
|
$857,733
|
Escrows
|
||||||||||||||
Underwritten Net Operating Income (NOI)
|
$1,909,557
|
Upfront
|
Monthly
|
|||||||||||||
Underwritten Net Cash Flow (NCF)
|
$1,821,794
|
Taxes
|
$56,403
|
$14,101
|
||||||||||||
Cut-off Date LTV Ratio
|
75.0%
|
Insurance
|
$39,453
|
$4,384
|
||||||||||||
Maturity Date LTV Ratio
|
63.3%
|
Replacement Reserves
|
$0
|
$2,282
|
||||||||||||
DSCR Based on Underwritten NOI / NCF
|
1.66x / 1.59x
|
TI/LC(2)
|
$150,000
|
$6,282
|
||||||||||||
Debt Yield Based on Underwritten NOI / NCF
|
10.7% / 10.2%
|
Other(3)
|
$891,884
|
$0
|
||||||||||||
Sources and Uses | ||||||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||||||||
Loan Amount
|
$17,850,000
|
100.0%
|
Loan Payoff
|
$9,976,719
|
55.9%
|
|||||||||||
Principal Equity Distribution
|
6,504,389
|
36.4
|
||||||||||||||
Reserves
|
1,137,739
|
6.4
|
||||||||||||||
Closing Costs
|
231,153
|
1.3
|
||||||||||||||
Total Sources
|
$17,850,000
|
100.0%
|
Total Uses
|
$17,850,000
|
100.0%
|
|
(1)
|
Indirect owners of the borrower are also indirect owners of the borrowers of the Rivergate Station, Riverwalk Plaza, The Center at Stockton and Hagerstown Shopping Center Loans.
|
|
(2)
|
TI/LC reserves are capped at $500,000.
|
|
(3)
|
Other reserves represent a tenant reserve of $692,296 with respect to the leases of two tenants, Satellite Healthcare, Inc. and 24 Hour Fitness, and a deferred maintenance reserve of $199,588.
|
n
|
The Mortgage Loan. The mortgage loan (the “Park Place Shopping Center Loan”) is evidenced by a note in the original principal amount of $17,850,000 and is secured by a first mortgage encumbering a retail neighborhood center located in Vallejo, California known as Park Place Shopping Center (the “Park Place Shopping Center Property”). The Park Place Shopping Center Loan was originated by Starwood Mortgage Capital LLC and was subsequently purchased by Starwood Mortgage Funding I LLC. The Park Place Shopping Center Loan was originated on October 18, 2013 and represents approximately 2.1% of the Initial Pool Balance. The note evidencing the Park Place Shopping Center Loan has an outstanding principal balance as of the Cut-off Date of $17,850,000 and has an interest rate of 4.9800% per annum. The proceeds of the Park Place Shopping Center Loan were primarily used to refinance existing debt secured by the Park Place Shopping Center Property, fund reserves and other costs in connection with the origination of the Park Place Shopping Center Loan and return equity to the principal of the borrower.
|
n
|
The Mortgaged Property. The Park Place Shopping Center Property is an approximately 150,766 SF retail neighborhood center located in Vallejo, California that was constructed in 1987. The Park Place Shopping Center Property is located in the Benicia and Vallejo submarket at 4300 Sonoma Boulevard. The Park Place Shopping Center Property totals approximately 150,766 SF, is anchored by Raley’s, a regional privately owned full service grocer which originally took occupancy in 1987, and contains the following junior anchors: 24 Hour Fitness, Satellite Healthcare, Inc. (which took possession of its space in May 2013 and is expected to commence paying rent in November 2013) and Aaron’s. As of September 18, 2013, the Total Occupancy and Owned Occupancy were both 93.3%, inclusive of tenant Satellite Healthcare, Inc., which has executed its lease but not yet taken occupancy of its space.
|
PARK PLACE SHOPPING CENTER
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
Total GLA |
Mortgage Loan Collateral Interest
|
Total
Rent |
Total
Rent $ per SF |
Owned Anchor Tenant
Lease Expiration |
Tenant
Sales $ per SF |
Occupancy Cost
|
Renewal /
Extension Options |
|||||||||||
Anchors
|
|||||||||||||||||||||
Raley’s
|
NR / NR / NR
|
60,114
|
39.9
|
Yes
|
$788,564
|
$13.12
|
9/30/2017
|
$297(2)
|
4.4%
|
3, 5-year options
|
|||||||||||
Total Anchors
|
60,114
|
39.9
|
% | ||||||||||||||||||
Jr. Anchors
|
|||||||||||||||||||||
24 Hour Fitness
|
NR / NR / B
|
22,000
|
14.6
|
% |
Yes
|
$517,160
|
$23.51
|
7/31/2023
|
NA
|
NA
|
2, 5-year options
|
||||||||||
Satellite Healthcare, Inc.(3)
|
NR / NR / NR
|
11,987
|
8.0
|
Yes
|
$317,743
|
$26.51
|
11/30/2023
|
NA
|
NA
|
3, 5-year options
|
|||||||||||
Aaron’s(4)
|
NR / NR / NR
|
11,200
|
7.4
|
Yes
|
$140,881
|
$12.58
|
1/31/2018
|
NA
|
NA
|
1, 5-year option
|
|||||||||||
Total Jr. Anchors
|
45,187
|
30.0
|
% | ||||||||||||||||||
Occupied In-line
|
21,812
|
14.5
|
% |
$622,668
|
$28.55
|
||||||||||||||||
Occupied Outparcel/Other
|
13,610
|
9.0
|
% |
$387,642
|
$28.48
|
||||||||||||||||
Vacant Spaces
|
10,043
|
6.7
|
% |
$0
|
$0.00
|
||||||||||||||||
Total Owned SF
|
150,766
|
100.0
|
% | ||||||||||||||||||
Total SF
|
150,766
|
100.0
|
% |
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
(2)
|
Raley’s sales are as of TTM 9/30/2012.
|
(3)
|
Satellite Healthcare, Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Satellite Healthcare, Inc. will take occupancy in November 2013.
|
(4)
|
In the event Raley’s ceases operations at the Park Place Shopping Center Property, Aaron’s will have the one-time right to terminate its lease in the event the Raley’s space is vacant or the space is not leased for more than a 180-day period.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA
|
UW Base
Rent
|
% of
Total UW
Base
Rent
|
UW
Base
Rent
$ per
SF
|
Lease Expiration
|
Tenant
Sales
$ per SF
|
Occupancy Cost
|
Renewal /
Extension
Options
|
||||||||||||
Raley’s(2)
|
NR / NR / NR
|
60,114
|
39.9
|
% |
$457,500
|
22.9
|
% |
$7.61
|
9/30/2017
|
$297(2)
|
4.4%
|
3, 5-year options
|
||||||||||
24 Hour Fitness
|
NR / NR / B
|
22,000
|
14.6
|
396,000
|
19.8
|
18.00
|
7/31/2023
|
NA
|
NA
|
2, 5-year options
|
||||||||||||
Satellite Healthcare, Inc. (3)
|
NR / NR / NR
|
11,987
|
8.0
|
251,727
|
12.6
|
21.00
|
11/30/2023
|
NA
|
NA
|
3, 5-year options
|
||||||||||||
Bank of the West
|
NR / NR / A
|
3,900
|
2.6
|
119,769
|
6.0
|
30.71
|
1/31/2017
|
NA
|
NA
|
NA
|
||||||||||||
Hair Love Beauty Supply
|
NR / NR / NR
|
7,200
|
4.8
|
116,640
|
5.8
|
16.20
|
11/30/2016
|
$58(4)
|
37.2%
|
2, 5-year options
|
||||||||||||
Aaron’s(5)
|
NR / NR / NR
|
11,200
|
7.4
|
79,200
|
4.0
|
7.07
|
1/31/2018
|
NA
|
NA
|
1, 5-year option
|
||||||||||||
Jiffy Lube
|
NR / NR / NR
|
2,510
|
1.7
|
76,279
|
3.8
|
30.39
|
3/31/2018
|
NA
|
NA
|
1, 5-year option
|
||||||||||||
H&R Block
|
NR / NR / NR
|
3,720
|
2.5
|
73,922
|
3.7
|
19.87
|
4/30/2018
|
NA
|
NA
|
1, 3-year option
|
||||||||||||
L&L Hawaiian Barbecue
|
NR / NR / NR
|
2,545
|
1.7
|
61,080
|
3.1
|
24.00
|
2/28/2014
|
$115(4)
|
25.6%
|
1, 5-year option
|
||||||||||||
Park Place Wash’n Dry
|
NR / NR / NR
|
2,400
|
1.6
|
56,592
|
2.8
|
23.58
|
10/31/2018
|
NA
|
NA
|
2, 5-year options
|
||||||||||||
Ten Largest Owned Tenants
|
127,576
|
84.6
|
% |
$1,688,709
|
84.4
|
% |
$13.24
|
|||||||||||||||
Remaining Owned Tenants
|
13,147
|
8.7
|
310,950
|
15.6
|
23.65
|
|||||||||||||||||
Vacant Spaces (Owned Space)
|
10,043
|
6.7
|
0
|
0.0
|
0.00
|
|||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
150,766
|
100.0
|
% |
$1,999,659
|
100.0
|
% |
$14.21
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
(2)
|
Raley’s sales are as of TTM 9/30/2012.
|
(3)
|
Satellite Healthcare, Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Satellite Healthcare, Inc. will take occupancy in November 2013.
|
(4)
|
Hair Love Beauty Supply and L&L Hawaiian Barbecue sales are as of 12/31/2012.
|
(5)
|
In the event Raley’s ceases operations at the Park Place Shopping Center Property, Aaron’s will have the one-time right to terminate its lease in the event the Raley’s space is vacant or the space is not leased for more than a 180-day period.
|
PARK PLACE SHOPPING CENTER
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of Owned GLA
|
UW Base Rent
|
% of Total UW
Base Rent |
UW Base
Rent $ per SF |
# Expiring
Tenants |
||||||||||||||
MTM
|
4,565
|
3.0
|
% |
3.0%
|
$90,520
|
4.5
|
% |
$19.83
|
2
|
||||||||||||
2013
|
0
|
0.0
|
3.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
3,545
|
2.4
|
5.4%
|
76,680
|
3.8
|
21.63
|
2
|
||||||||||||||
2015
|
2,857
|
1.9
|
7.3%
|
64,601
|
3.2
|
22.61
|
2
|
||||||||||||||
2016
|
9,600
|
6.4
|
13.6%
|
176,160
|
8.8
|
18.35
|
3
|
||||||||||||||
2017
|
66,339
|
44.0
|
57.6%
|
657,978
|
32.9
|
9.92
|
4
|
||||||||||||||
2018
|
19,830
|
13.2
|
70.8%
|
285,993
|
14.3
|
14.42
|
4
|
||||||||||||||
2019
|
0
|
0.0
|
70.8%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2020
|
0
|
0.0
|
70.8%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
70.8%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
70.8%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
33,987
|
22.5
|
93.3%
|
647,727
|
32.4
|
19.06
|
2
|
||||||||||||||
2024 & Thereafter
|
0
|
0.0
|
93.3%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Vacant
|
10,043
|
6.7
|
% |
100.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
Total / Wtd. Avg.
|
150,766
|
100.0
|
% |
1,999,659
|
100.0
|
% |
14.21
|
19
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
(2)
|
Satellite Healthcare Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Satellite Healthcare Inc. will take occupancy in November 2013.
|
2010
|
2011
|
2012
|
As of 9/18/2013
|
|||||
Owned Space
|
85.9%
|
89.6%
|
86.9%
|
93.3%
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year, unless otherwise indicated.
|
(2)
|
Satellite Healthcare Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Satellite Healthcare Inc. will take occupancy in November 2013.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Park Place Shopping Center Property:
|
2010
|
2011
|
2012(2)
|
TTM 7/31/2013
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$1,841,513
|
$1,634,076
|
$1,746,182
|
$1,686,683
|
$1,999,659
|
$13.26
|
||||||||||||
Overage Rent
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Other Rental Revenue
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
150,645
|
1.00
|
||||||||||||
Total Rent
|
$1,841,513
|
$1,634,076
|
$1,746,182
|
$1,686,683
|
$2,150,304
|
$14.26
|
||||||||||||
Total Reimbursables
|
407,972
|
625,815
|
759,772
|
783,342
|
775,000
|
5.14
|
||||||||||||
Other Income
|
12,079
|
9,419
|
17,461
|
28,236
|
28,236
|
0.19
|
||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(186,250
|
) |
(1.24
|
) | ||||||||||
Effective Gross Income
|
$2,261,564
|
$2,269,310
|
$2,523,415
|
$2,498,261
|
$2,767,289
|
$18.35
|
||||||||||||
Total Operating Expenses
|
$914,693
|
$860,773
|
$910,049
|
$824,789
|
$857,733
|
$5.69
|
||||||||||||
Net Operating Income
|
$1,346,871
|
$1,408,537
|
$1,613,366
|
$1,673,472
|
$1,909,557
|
$12.67
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
60,383
|
0.40
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
27,380
|
0.18
|
||||||||||||
Net Cash Flow
|
$1,346,871
|
$1,408,537
|
$1,613,366
|
$1,673,472
|
$1,821,794
|
$12.08
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
(2)
|
The borrower closed on its acquisition of the Park Place Property in March 2012 and as such, the information presented is annualized for the last three quarters of 2012.
|
n
|
Appraisal. According to the appraisal, the Park Place Shopping Center Property had an “as-is” appraised value of $23,800,000 as of an effective date of September 10, 2013.
|
PARK PLACE SHOPPING CENTER
|
n
|
Environmental Matters. According to a Phase I environmental report, dated September 17, 2013, there are no recommendations for further action at the Park Place Shopping Center Property.
|
n
|
Market Overview and Competition. The Park Place Shopping Center Property is a retail neighborhood center located in Vallejo, California. The Park Place Shopping Center Property is located within the Benicia and Vallejo retail submarket of the Solano County metro area. As of 2013, the population within a five mile radius of the Park Place Shopping Center Property was 138,763 with an average household income of $75,812. The average vacancy rate in the Benicia and Vallejo submarket as of the second quarter of 2013 was 11.6% and has not fluctuated by more than 1% for any single quarter since the second quarter of 2009.
|
Park Place Shopping Center
|
Vallejo Plaza
|
Solano 80
|
3612
Sonoma Boulevard
|
Vallejo Village
|
Glen Cove Center
|
|||||||
Distance from Subject
|
-
|
0.7 miles
|
3.0 miles
|
3.0 miles
|
0.4 miles
|
5.2 miles
|
||||||
Property Type
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
||||||
Year Built
|
1987
|
1961
|
1968
|
1978
|
1980
|
1990
|
||||||
Total GLA
|
150,766
|
239,695
|
113,800
|
12,584
|
41,190
|
66,000
|
||||||
Total Occupancy
|
93%(3)
|
NAV
|
NAV
|
NAV
|
NAV
|
NAV
|
||||||
Anchors(4)
|
Raley’s
|
DD/s Discount, Seafood City
|
Rite Aid, Harbor Freight Tools
|
DVS, B&N Furniture
|
NAP
|
Safeway
|
(1)
|
Source: Appraisal.
|
(2)
|
Appraiser determined competitive set properties based on comparable retail shop and pad rents.
|
(3)
|
Satellite Healthcare Inc. has executed a lease but has not yet taken occupancy or commenced paying rent. It is expected that Satellite Healthcare Inc. will take occupancy in November 2013.
|
(4)
|
3612 Sonoma Boulevard is shadow anchored by DVS and B&N Furniture.
|
n
|
The Borrower. The borrower is BAI Park Place LP, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Park Place Shopping Center Loan. The borrower of the Park Place Shopping Center Loan is majority indirectly owned by Bon Aviv Holdings LLC, which is the non-recourse carveout guarantor under the Park Place Shopping Center Loan.
|
n
|
Escrows. On the origination date, the borrower funded escrow reserves in the amount of $56,403 in respect of certain real estate tax expenses, $39,453 in respect of certain insurance expenses, a $150,000 tenant improvement and leasing commission escrow, $692,296 in respect of remaining outstanding landlord obligation monies owed to tenants Satellite Healthcare, Inc. and 24 Hour Fitness and $199,588 for deferred maintenance. On each due date, the borrower is required to fund (1) a tax and insurance reserve in an amount equal to one-twelfth of the amount the lender estimates will be necessary to pay tax and insurance premiums over the then succeeding 12 month period, (2) a tenant improvement and leasing commission reserve in the monthly amount of $6,282, to the extent the balance of such account is less than $500,000 and (3) a replacement reserve in the monthly amount of $2,282.
|
PARK PLACE SHOPPING CENTER
|
n
|
Lockbox and Cash Management. The Park Place Shopping Center Loan is structured with a soft springing lockbox, with springing cash management. The loan documents require the borrower to deposit all amounts received into a lockbox account within one business day after receipt. During the continuance of a Park Place Shopping Center Sweep Event, the loan documents require the borrower to direct the tenants to pay their rents directly to a lender-controlled lockbox account. During the continuance of a Park Place Shopping Center Sweep Event, all sums on deposit in the lockbox account are required to be swept on a daily basis into a cash management account for the payment of debt service and funding of monthly escrows with any excess to be held by lender as additional security for the loan.
|
PARK PLACE SHOPPING CENTER
|
n
|
Property Management. The Park Place Shopping Center Property is currently managed by Zamias Services, Inc. pursuant to a management agreement. Pursuant to the terms of the Park Place Shopping Center Loan, the Park Place Shopping Center Property may not be managed by any other party, other than a management company approved by the lender and with respect to which Rating Agency Confirmation has been received. During any of (i) the continuance of an event of default under the Park Place Shopping Center Loan, (ii) any time when the debt service coverage ratio of the Park Place Shopping Center Property (based on the trailing 12 calendar months and as determined by the lender) is at any time less than 1.10x for four consecutive calendar quarters, (iii) during the continuance of a material default by the property manager under the management agreement beyond any applicable notice and cure period, (iv) upon the filing of a bankruptcy petition or a similar event with respect to the property manager or (v) if the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds, the lender may require the borrower to terminate the management agreement and replace the property manager with a new property manager selected by the borrower, subject to the lender’s reasonable approval, and with respect to which Rating Agency Confirmation has been received.
|
n
|
Mezzanine or Subordinate Indebtedness. Pursuant to the Park Place Shopping Center Loan, the pledge of indirect ownership interests in the borrower is permitted in connection with one or more Israeli public or private market bond issuances provided that in the event of a foreclosure on the equity interests on the borrower by related bondholders or by a trustee on their behalf if such foreclosure results in either (i) a change of control of either the borrower or the Park Place Shopping Center Property or (ii) transfer of more than 50% of the ownership interests in the borrower, then (1) the Park Place Shopping Center Property is required to continue to be managed by a property manager acceptable to the lender in its reasonable discretion, (2) the resulting entity is required to be a Qualified Equityholder and (3) the borrower is required to pay to lender a fee in the amount of 0.50% of the unpaid principal balance of the Park Place Shopping Center Loan (but no less than $15,000), and to deliver, among other items, a Ratings Agency Confirmation.
|
PARK PLACE SHOPPING CENTER
|
n
|
Terrorism Insurance. The borrower is required to maintain terrorism insurance for certified and non-certified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Park Place Shopping Center Property, plus 12 months of business interruption coverage. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence satisfactory to the lender that the insurance premiums for the Park Place Shopping Center Property are separately allocated under the blanket policy and that certain other requirements are satisfied. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
22 EAST 60TH
|
22 EAST 60TH
|
22 EAST 60TH
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CCRE
|
|||||||
Location (City/State)
|
New York, New York
|
Cut-off Date Principal Balance
|
$16,000,000
|
|||||||
Property Type
|
Mixed Use
|
Cut-off Date Principal Balance per SF
|
$273.72
|
|||||||
Size (SF)
|
58,453
|
Percentage of Initial Pool Balance
|
1.8%
|
|||||||
Total Occupancy as of 9/1/2013
|
100.0%
|
Number of Related Mortgage Loans
|
None
|
|||||||
Owned Occupancy as of 9/1/2013
|
100.0%
|
Type of Security
|
Fee Simple
|
|||||||
Year Built / Latest Renovation
|
1925 / 2005
|
Mortgage Rate
|
4.4255%
|
|||||||
Appraised Value
|
$65,000,000
|
Original Term to Maturity (Months)
|
120
|
|||||||
|
|
Original Amortization Term (Months)
|
NAP
|
|||||||
Original Interest Only Period (Months)
|
120
|
|||||||||
Underwritten Revenues
|
$3,770,788
|
|||||||||
Underwritten Expenses
|
$950,023
|
|||||||||
Underwritten Net Operating Income (NOI)
|
$2,820,765
|
|||||||||
Underwritten Net Cash Flow (NCF)
|
$2,809,074
|
Escrows
|
||||||||
Cut-off Date LTV Ratio
|
24.6%
|
Upfront
|
Monthly
|
|||||||
Maturity Date LTV Ratio
|
24.6%
|
Taxes(1)
|
$11,200
|
$3,733
|
||||||
DSCR Based on Underwritten NOI / NCF
|
3.93x / 3.91x
|
Insurance
|
$66,000
|
$11,000
|
||||||
Debt Yield Based on Underwritten NOI / NCF
|
17.6% / 17.6%
|
Other(2)
|
$114,209
|
$0
|
||||||
Sources and Uses |
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||
Loan Amount
|
$16,000,000
|
100.0%
|
Loan Payoff
|
$13,602,347
|
85.0%
|
|||||
Principal Equity Distribution
|
1,491,418
|
9.3
|
||||||||
Closing Costs
|
714,826
|
4.5
|
||||||||
Reserves
|
191,409
|
1.2
|
||||||||
Total Sources
|
$16,000,000
|
100.0%
|
Total Uses
|
$16,000,000
|
100.0%
|
(1)
|
The portion of the 22 East 60th Property leased by FIAF is exempt from real estate taxes due to FIAF’s not-for-profit status. Such exemption must be reapplied for annually and is subject to the continued compliance with certain conditions, including without limitation continued ownership of the 22 East 60th Property by a not-for-profit entity with a tax exempt purpose or a limited liability company which has a tax exempt purpose and a not-for-profit entity as its sole member, and that the 22 East 60th Property be managed by such not-for-profit entity. See “Risk Factors—Increases in Real Estate Taxes May Reduce Available Funds,” in the Prospectus Supplement.
|
(2)
|
Other upfront reserve represents a deferred maintenance reserve of $114,209.
|
n
|
The Mortgage Loan. The mortgage loan (the “22 East 60th Loan”) is evidenced by a note in the principal amount of $16,000,000 and is secured by a first mortgage encumbering the borrower’s fee interest in a mixed use building comprised of 55,257 SF of office space and 3,196 SF of retail space located in New York, New York (the “22 East 60th Property”). The 22 East 60th Loan was originated by Cantor Commercial Real Estate on September 5, 2013 and represents 1.8% of the Initial Pool Balance. The 22 East 60th Loan has an outstanding principal balance as of the Cut-off Date of $16,000,000 and an interest rate of 4.4255% per annum. The proceeds of the 22 East 60th Loan were primarily used to refinance existing debt on the 22 East 60th Property, set up reserves in connection with the 22 East 60th Loan, pay closing costs and return equity to the borrower.
|
n
|
The Mortgaged Property. The 22 East 60th Property is an eight-story mixed use building comprised of 55,257 SF of office space leased to the French Institute – Alliance Francaise (“FIAF”) and 3,196 SF of retail space (leased to Le Bilboquet restaurant), totaling 58,453 SF. The 22 East 60th Property was built in 1925 and in 2005 underwent a $20.0 million renovation by FIAF, which is the sponsor and non-recourse guarantor under the 22 East 60th Loan and which owned the 22 East 60th Property prior to its transfer to the borrower. The 22 East 60th Property is located on the blockfront of 60th Street between Madison Avenue and Park Avenue. The office space is occupied solely by FIAF, which operates a cultural and educational center (including a French language school, French library and 400-seat theater) at the 22 East 60th Property.
|
22 EAST 60TH
|
Tenant Name
|
Credit Rating (Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of GLA
|
UW Base Rent
|
% of Total UW Base Rent
|
UW Base Rent
$ per SF
|
Lease Expiration
|
Renewal / Extension Options
|
||||||||||
FIAF
|
NR / NR / NR
|
55,257
|
94.5
|
% |
$3,064,250
|
77.2
|
% |
$55.45
|
3/31/2035
|
NA
|
||||||||
Le Bilboquet
|
NR / NR / NR
|
3,196
|
5.5
|
905,000
|
22.8
|
283.17
|
5/31/2027
|
NA
|
||||||||||
Two Largest Tenants
|
58,453
|
100.0
|
% |
$3,969,250
|
100.0
|
% |
$67.90
|
|||||||||||
Vacant
|
0
|
0.0
|
0
|
0.0
|
0.00
|
|||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
58,453
|
100.0
|
% |
$3,969,250
|
100.0
|
% |
$67.90
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
Year Ending
December 31, |
Expiring
Owned GLA |
% of Owned
GLA |
Cumulative %
of Owned GLA |
UW
Base Rent
|
% of Total UW
Base Rent
|
UW Base
Rent $ per SF
|
# of Expiring Tenants
|
||||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$0
|
0.0
|
% |
$0.00
|
0
|
||||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2015
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2016
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2017
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2018
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2019
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2020
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
58,453
|
100.0
|
100.0%
|
3,969,250
|
100.0
|
67.90
|
2
|
||||||||||||||
Vacant
|
0
|
0.0
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
58,453
|
100.0
|
% |
$3,969,250
|
100.0
|
% |
$67.90
|
2
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
As of 9/1/2013
|
||
Owned Space
|
100.0%
|
(1)
|
As provided by the borrower.
|
(2)
|
Prior to the closing of the 22 East 60th Loan, the 22 East 60th Property was owned by FIAF.
|
(3)
|
Prior to the closing of the 22 East 60th Loan, FIAF was not subject to a lease. As a result, historical occupancy is not available. FIAF has operated at the 22 East 60th Property since 1928.
|
22 EAST 60TH
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the 22 East 60th Property:
|
Underwritten(2)
|
Underwritten
$ per SF
|
||||
Base Rent
|
$3,969,250
|
$67.90
|
|||
Overage Rent
|
0
|
0.00
|
|||
Gross Up Vacancy
|
0
|
0.00
|
|||
Total Rent
|
$3,969,250
|
$67.90
|
|||
Total Reimbursables
|
0
|
0.00
|
|||
Less Vacancy & Credit Loss(3)
|
(198,463
|
) |
(3.40
|
) | |
Effective Gross Income
|
$3,770,788
|
$64.51
|
|||
Total Operating Expenses
|
$950,023
|
$16.25
|
|||
Net Operating Income
|
$2,820,765
|
$48.26
|
|||
TI/LC
|
0
|
0.00
|
|||
Capital Expenditures
|
11,691
|
0.20
|
|||
Net Cash Flow
|
$2,809,074
|
$48.06
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the presentation and are not considered for the underwritten cash flow.
|
(2)
|
Underwritten cash flow based on 9/1/2013 rent roll.
|
(3)
|
Underwritten Vacancy is based on 5.0% of gross revenue.
|
n
|
Appraisal. According to the appraisal, the 22 East 60th Property had an “as-is” appraised value of $65,000,000 as of an effective date of June 1, 2013.
|
n
|
Environmental Matters. A Phase I environmental report dated August 2, 2013 recommended no further action other than adhering to an operations and maintenance (O&M) plan to address asbestos presence. The O&M plan was put into place on June 17, 2013.
|
n
|
Market Overview and Competition. The 22 East 60th Property is located in New York, New York within the Madison/Fifth Avenue submarket of the Plaza District. As of the first quarter of 2013, the Plaza District contained 81.4 million SF of Class A office space and over 4.8 million SF of Class B office space. The direct vacancy rate for Class B space in the Plaza District was 6.8% as of the first quarter in 2013, compared to a direct Midtown Class B vacancy rate of 9.0%.
|
Property Name
|
Year built / Renovated
|
Stories
|
NRA (SF)
|
Occupancy
|
Quoted Base
Rent PSF
|
|||||
22 East 60th Street
|
1925 / 2005
|
8
|
58,453
|
100%
|
$67.90
|
|||||
30 East 60th Street
|
1922 / NAP
|
17
|
101,024
|
97%
|
$70.00
|
|||||
24 West 57th Street
|
1920 / 2002
|
10
|
93,386
|
99%
|
$68.00
|
|||||
60 East 56th Street
|
1956 / NAP
|
12
|
47,985
|
100%
|
NA
|
|||||
5 East 57th Street
|
1926 / NAP
|
22
|
43,200
|
100%
|
NA
|
|||||
5 East 59th Street
|
1984 / NAP
|
9
|
38,000
|
59%
|
$50.00-$55.00
|
|||||
41 East 60th Street
|
1922 / NAP
|
7
|
8,250
|
100%
|
NA
|
|||||
Total / Wtd. Avg.(2)
|
331,845
|
94%
|
(1)
|
Source: Appraisal.
|
(2)
|
Total / Wtd. Avg. excludes the 22 East 60th Property.
|
n
|
The Borrower. The borrower is 22 East 60 LLC, a single-purpose, single-asset entity with one independent director. The sole member of the borrower of the 22 East 60th Loan is FIAF, which is also the non-recourse carveout guarantor of the 22 East 60th Loan.
|
22 EAST 60TH
|
n
|
Escrows. On the origination date, the borrower funded aggregate reserves of $191,409 with respect to the 22 East 60th Property comprised of: (i) $11,200 for real estate taxes, (ii) $66,000 for insurance and (iii) $114,209 for deferred maintenance related to façade repairs.
|
n
|
Lockbox and Cash Management. The 22 East 60th Loan requires a springing lockbox with respect to the FIAF lease and a hard lockbox, which is in place, with respect to the restaurant tenant. The loan documents require the borrower to (i) direct the restaurant tenant to pay its rent directly to the lender-controlled lockbox account and (ii) upon an event of default under the 22 East 60th Loan or a FIAF Lease Rent Deposit Period, direct the FIAF tenant to pay its rent directly to the lockbox account. All amounts in the lockbox account are swept to the lender-controlled cash management account each business day.
|
22 EAST 60TH
|
n
|
Property Management. The 22 East 60th Property is currently managed by FIAF pursuant to a management agreement. Under the loan documents, the 22 East 60th Property may not be managed by any other party, other than another management company approved by the lender. During the continuance of an event of default, during the continuance of a material default by the property manager under the management agreement beyond any applicable notice and cure period, or upon the filing of a bankruptcy petition or a similar event with respect to the property manager, the lender may terminate or require the borrower to terminate the management agreement and replace the property manager with a new property manager selected by the lender and with respect to which Rating Agency Confirmation has been received.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
n
|
Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy that provides coverage for terrorism in an amount equal to the full replacement cost of the 22 East 60th Property, plus 12 months of business interruption coverage. The terrorism insurance is required to contain a deductible that is acceptable to the lender and is no larger than $25,000. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
RIVERWALK PLAZA |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
SMF I
|
||
Location (City/State)
|
Charleston, West Virginia
|
Cut-off Date Principal Balance
|
$15,300,000
|
||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$103.34
|
||
Size (SF)
|
148,059
|
Percentage of Initial Pool Balance
|
1.8%
|
||
Total Occupancy as of 9/18/2013
|
99.1%
|
Number of Related Mortgage Loans(1)
|
5
|
||
Owned Occupancy as of 9/18/2013
|
99.1%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
1988 / NAP
|
Mortgage Rate
|
4.9800%
|
||
Appraised Value
|
$20,400,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term(Months)
|
360
|
||||
Original Interest Only Period (Months)
|
12
|
||||
Borrower Sponsor(2)
|
Bon Aviv Holdings LLC
|
||||
Underwritten Revenues
|
$2,066,570
|
||||
Underwritten Expenses
|
$532,517
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$1,534,053
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,442,815
|
Taxes
|
$68,167
|
$22,722
|
|
Cut-off Date LTV Ratio
|
75.0%
|
Insurance
|
$17,938
|
$1,993
|
|
Maturity Date LTV Ratio
|
63.3%
|
Replacement Reserves
|
$0
|
$1,851
|
|
DSCR Based on Underwritten NOI / NCF
|
1.56x / 1.47x
|
TI/LC(3)
|
$50,000
|
$6,169
|
|
Debt Yield Based on Underwritten NOI / NCF
|
10.0% / 9.4%
|
Other(4)
|
$366,354
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$15,300,000
|
100.0%
|
Loan Payoff
|
$10,952,902
|
71.6%
|
Principal Equity Distribution
|
3,698,124
|
24.2
|
|||
Reserves
|
502,459
|
3.3
|
|||
Closing Costs
|
146,515
|
1.0
|
|||
Total Sources
|
$15,300,000
|
100.0%
|
Total Uses
|
$15,300,000
|
100.0%
|
|
(1)
|
Indirect owners of the borrower are also indirect owners of the borrowers of the Rivergate Station, Park Place Shopping Center, The Center at Stockton and Hagerstown Shopping Center Loans.
|
|
(2)
|
Bon Aviv Holdings LLC is the guarantor of the non-recourse carveouts under the Riverwalk Plaza Loan.
|
|
(3)
|
The TI/LC reserve is capped at $400,000.
|
|
(4)
|
Other reserve represents a deferred maintenance reserve of $366,354.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA |
% of
Total GLA |
Mortgage Loan Collateral Interest
|
Total
Rent |
Total
Rent $ per SF |
Owned
Anchor
Tenant
Lease
Expiration
|
Tenant
Sales $ per SF |
Occupancy
Cost |
Renewal /
Extension Options
|
||||||||||||||
Anchors
|
||||||||||||||||||||||||
Kroger
|
BBB / Baa2 / BBB
|
49,319 | 33.3 | % |
Yes
|
$536,841 | $10.89 |
4/30/2016
|
$605 | (2) | 1.8% |
5, 5-year options
|
||||||||||||
TJ Maxx(3)
|
NR / A3 / A
|
33,845 | 22.9 |
Yes
|
$417,305 | $12.33 |
1/31/2022
|
$247 | (4) | 5.0% |
2, 5-year options
|
|||||||||||||
Total Anchors
|
83,164 | 56.2 | % | |||||||||||||||||||||
Occupied In-line
|
50,558 | 34.1 | % | $944,882 | $18.69 | |||||||||||||||||||
Occupied Outparcel(5)
|
13,072 | 8.8 | $223,461 | $17.09 | ||||||||||||||||||||
Vacant Spaces
|
1,265 | 0.9 | $0 | $0.00 | ||||||||||||||||||||
Total Owned SF
|
148,059 | 100.0 | % | |||||||||||||||||||||
Total SF
|
148,059 | 100.0 | % |
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Kroger’s sales are as of TTM 4/30/2013.
|
|
(3)
|
If the supermarket in the Riverwalk Plaza Property operating under the name of Kroger and containing at least 49,000 SF shall not be open for business to retail customers for any period of more than 180 consecutive days, then TJ Maxx will be allowed to pay the lesser of (i) the monthly minimum rent which would have been due or (ii) 2% of Gross Sales, and, if such period continues for a total of 365 consecutive days, TJ Maxx may terminate its lease.
|
|
(4)
|
TJ Maxx sales are as of TTM 1/31/2013.
|
|
(5)
|
Outparcel fuel station (112 SF) addition was self-funded by Kroger.
|
RIVERWALK PLAZA |
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA |
% of
GLA |
UW Base
Rent |
% of
Total UW Base Rent |
UW
Base Rent
$ per SF |
Lease
Expiration |
Tenant
Sales
$ per SF |
Occupancy
Cost |
Renewal /
Extension Options |
|||||||||||||||||
Kroger
|
BBB / Baa2 / BBB
|
49,319 | 33.3 | % | $375,573 | 22.9 | % | $7.62 |
4/30/2016
|
$605 | (2) | 1.8 | % |
5, 5-year options
|
|||||||||||||
TJ Maxx(3)
|
NR / A3 / A
|
33,845 | 22.9 | 306,636 | 18.7 | 9.06 |
1/31/2022
|
$247 | (4) | 5.0 | % |
2, 5-year options
|
|||||||||||||||
Burger King
|
NR / NR / NR
|
3,500 | 2.4 | 91,800 | 5.6 | 26.23 |
10/31/2018
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||||||
Dollar Tree
|
NR / NR / NR
|
7,200 | 4.9 | 81,000 | 4.9 | 11.25 |
3/31/2019
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Anytime Fitness
|
NR / NR / NR
|
5,200 | 3.5 | 75,700 | 4.6 | 14.56 |
4/30/2017
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Mattress Warehouse
|
NR / NR / NR
|
5,972 | 4.0 | 74,650 | 4.5 | 12.50 |
7/31/2018
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||||
Casa Garcia
|
NR / NR / NR
|
2,690 | 1.8 | 61,047 | 3.7 | 22.69 |
10/31/2018
|
$272 | (5) | 9.5 | % |
NA
|
|||||||||||||||
Catherine’s
|
NR / NR / NR
|
3,800 | 2.6 | 53,200 | 3.2 | 14.00 |
5/31/2018
|
$163 | (6) | 10.6 | % |
NA
|
|||||||||||||||
West Virginia Laser Eye Center
|
NR / NR / NR
|
6,230 | 4.2 | 49,917 | 3.0 | 8.01 |
1/31/2014
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||||||
Lisa’s
|
NR / NR / NR
|
2,620 | 1.8 | 49,780 | 3.0 | 19.00 |
4/30/2016
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||||
Ten Largest Owned Tenants
|
120,376 | 81.3 | % | $1,219,303 | 74.2 | % | $10.13 | ||||||||||||||||||||
Remaining Owned Tenants
|
26,418 | 17.8 | 423,186 | 25.8 | 16.02 | ||||||||||||||||||||||
Vacant Spaces (Owned Space)
|
1,265 | 0.9 | 0 | 0.0 | 0.00 | ||||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
148,059 | 100.0 | % | $1,642,489 | 100.0 | % | $11.19 |
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Kroger’s sales are as of TTM 4/30/2013.
|
|
(3)
|
If the supermarket in the Riverwalk Plaza Property operating under the name of Kroger and containing at least 49,000 SF shall not be open for business to retail customers for any period of more than 180 consecutive days, then TJ Maxx will be allowed to pay the lesser of (i) the monthly minimum rent which would have been due or (ii) 2% of gross sales, and, if such period continues for a total of 365 consecutive days, TJ Maxx may terminate its lease.
|
|
(4)
|
TJ Maxx sales are as of TTM 1/31/2013.
|
|
(5)
|
Casa Garcia sales are as of TTM 10/31/2012.
|
|
(6)
|
Catherine’s sales are as of TTM 3/31/2013.
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of
Owned GLA |
UW Base Rent
|
% of Total UW
Base Rent |
UW Base
Rent $ per SF |
# Expiring
Tenants |
|||||||||||||||||||||
MTM
|
0 | 0.0 | % | 0.0 | % | $0 | 0.0 | % | $0.00 | 0 | ||||||||||||||||||
2013
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2014
|
9,480 | 6.4 | 6.4 | % | 101,770 | 6.2 | 10.74 | 3 | ||||||||||||||||||||
2015
|
6,546 | 4.4 | 10.8 | % | 85,181 | 5.2 | 13.01 | 3 | ||||||||||||||||||||
2016
|
64,637 | 43.7 | 54.5 | % | 633,465 | 38.6 | 9.80 | 11 | ||||||||||||||||||||
2017
|
6,644 | 4.5 | 59.0 | % | 119,020 | 7.2 | 17.91 | 2 | ||||||||||||||||||||
2018
|
15,962 | 10.8 | 69.7 | % | 280,697 | 17.1 | 17.59 | 4 | ||||||||||||||||||||
2019
|
9,680 | 6.5 | 76.3 | % | 115,720 | 7.0 | 11.95 | 2 | ||||||||||||||||||||
2020
|
0 | 0.0 | 76.3 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2021
|
0 | 0.0 | 76.3 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2022
|
33,845 | 22.9 | 99.1 | % | 306,636 | 18.7 | 9.06 | 1 | ||||||||||||||||||||
2023
|
0 | 0.0 | 99.1 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2024 & Thereafter
|
0 | 0.0 | 99.1 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
Vacant
|
1,265 | 0.9 | 100.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
Total / Wtd. Avg.
|
148,059 | 100.0 | % | 1,642,489 | 100.0 | % | $11.19 | 26 |
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2010
|
2011
|
2012
|
As of 9/18/2013
|
|||||
Owned Space
|
94.5%
|
98.3%
|
99.1%
|
99.1%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year, unless otherwise indicated.
|
RIVERWALK PLAZA |
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Riverwalk Plaza Property:
|
2010
|
2011
|
2012(2)
|
TTM 7/31/2013
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$1,601,910 | $1,524,042 | $1,639,020 | $1,631,922 | $1,642,489 | $11.09 | ||||||||||||
Overage Rent
|
0 | 0 | 0 | 0 | 0 | 0.00 | ||||||||||||
Other Rental Revenue
|
0 | 0 | 0 | 0 | 0 | 0.00 | ||||||||||||
Gross Up Vacancy
|
0 | 0 | 0 | 0 | 20,240 | 0.14 | ||||||||||||
Total Rent
|
$1,601,910 | $1,524,042 | $1,639,020 | $1,631,922 | $1,662,729 | $11.23 | ||||||||||||
Total Reimbursables
|
313,568 | 229,716 | 447,299 | 485,458 | 480,000 | 3.24 | ||||||||||||
Other Income(3)
|
3,474 | 10,167 | 35,044 | 30,977 | 30,977 | 0.21 | ||||||||||||
Vacancy & Credit Loss
|
0 | 0 | 0 | 0 | (107,136 | ) | (0.72 | ) | ||||||||||
Effective Gross Income
|
$1,918,952 | $1,763,925 | $2,121,363 | $2,148,357 | $2,066,570 | $13.96 | ||||||||||||
Total Operating Expenses
|
$368,167 | $369,961 | $543,414 | $570,649 | $532,517 | $3.60 | ||||||||||||
Net Operating Income
|
$1,550,785 | $1,393,964 | $1,577,949 | $1,577,708 | $1,534,053 | $10.36 | ||||||||||||
TI/LC
|
0 | 0 | 0 | 0 | 69,030 | 0.47 | ||||||||||||
Capital Expenditures
|
0 | 0 | 0 | 0 | 22,209 | 0.15 | ||||||||||||
Net Cash Flow
|
$1,550,785 | $1,393,964 | $1,577,949 | $1,577,708 | $1,442,815 | $9.74 |
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
The borrower closed on its acquisition of the Riverwalk Plaza Property in March 2012 and as such, the information presented is annualized for the last three quarters of 2012.
|
|
(3)
|
Other Income consists of miscellaneous other income and tenant-driven fees.
|
HOLIDAY INN COLUMBIA
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Originator
|
SMF I
|
||
Location (City/State)
|
Columbia, Missouri
|
Cut-off Date Principal Balance
|
$15,051,409
|
||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$48,396.82
|
||
Size (Rooms)
|
311
|
Percentage of Initial Pool Balance
|
1.7%
|
||
Total TTM Occupancy as of 9/30/2013
|
48.7%
|
Number of Related Mortgage Loans
|
None
|
||
Owned TTM Occupancy as of 9/30/2013
|
48.7%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
1974 / 2011-2013 |
Mortgage Rate
|
5.6420%
|
||
Appraised Value
|
$24,300,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term (Months)
|
192
|
||||
Original Interest Only Period (Months)
|
NAP
|
||||
Borrower Sponsor(2)
|
Executive Affiliates, Inc.
|
||||
Underwritten Revenues
|
$9,951,301
|
||||
Underwritten Expenses
|
$7,122,666
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$2,828,635
|
||||
Underwritten Net Cash Flow (NCF)
|
$2,331,070
|
Upfront
|
Monthly
|
||
Cut-off Date LTV Ratio
|
61.9%
|
Taxes
|
$319,678
|
$26,640
|
|
Maturity Date LTV Ratio(1)
|
27.5%
|
Insurance
|
$120,170
|
$13,374
|
|
DSCR Based on Underwritten NOI / NCF
|
1.97x / 1.62x
|
FF&E(3)
|
$0
|
$41,464
|
|
Debt Yield Based on Underwritten NOI / NCF
|
18.8% / 15.5%
|
Other(4)
|
$1,200,000
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$15,100,000
|
100.0%
|
Loan Payoff
|
$12,500,000
|
82.8%
|
Reserves
|
1,639,848
|
10.9
|
|||
Closing Costs
|
531,014
|
3.5
|
|||
Principal Equity Distribution
|
429,138
|
2.8
|
|||
Total Sources
|
$15,100,000
|
100.0%
|
Total Uses
|
$15,100,000
|
100.0%
|
|
(1)
|
The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $27,000,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value, is 30.5%.
|
|
(2)
|
Executive Affiliates, Inc. is the guarantor of the non-recourse carveouts under the Holiday Inn Columbia Loan.
|
|
(3)
|
On each monthly payment date, the borrower is required to fund the FF&E reserve in an amount equal to one-twelfth of 5% of annual gross revenues.
|
|
(4)
|
Other reserves represent a property improvement plan reserve in connection with a recently renewed franchise agreement which is scheduled to expire in February 2025.
|
Property
|
Meeting and Group
|
Leisure
|
Commercial
|
|||
Holiday Inn Columbia
|
50%
|
25%
|
25%
|
|
(1)
|
Source: Appraisal
|
Property
|
Occupancy
|
ADR
|
RevPAR
|
|||
Holiday Inn Columbia
|
73.8%
|
99.3%
|
73.2%
|
|
(1)
|
Source: September 2013 travel research report
|
HOLIDAY INN COLUMBIA
|
2010(1)
|
2011(1)
|
2012(1)
|
TTM 9/30/2013(1)
|
Underwritten
|
||||||
Occupancy
|
52.5%
|
48.9%
|
48.3%
|
48.7%
|
49.6%
|
|||||
ADR
|
$90.99
|
$91.74
|
$96.27
|
$101.29
|
$99.40
|
|||||
RevPAR
|
$47.80
|
$44.89
|
$46.51
|
$49.29
|
$49.30
|
|
(1)
|
As provided by the borrower.
|
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the Holiday Inn Columbia Property:
|
2010
|
2011
|
2012
|
TTM
9/30/2013
|
Underwritten
|
Underwritten
$ per Room
|
|||||||||||||
Room Revenue
|
$5,426,220 | $5,095,950 | $5,294,244 | $5,595,525 | $5,596,562 | $17,995 | ||||||||||||
Food & Beverage Revenue
|
3,886,101 | 3,800,212 | 3,980,469 | 3,721,413 | 3,721,413 | 11,966 | ||||||||||||
Expo Center
|
411,545 | 418,139 | 419,150 | 393,184 | 393,184 | 1,264 | ||||||||||||
Other Departmental Revenue(2)
|
269,426 | 262,545 | 173,286 | 240,142 | 240,142 | 772 | ||||||||||||
Total Revenue
|
$9,993,292 | $9,576,846 | $9,867,149 | $9,950,264 | $9,951,301 | $31,998 | ||||||||||||
Room Expense
|
$1,093,531 | $1,044,269 | $1,028,476 | $1,054,138 | $1,052,154 | $3,383 | ||||||||||||
Food & Beverage Expense
|
2,468,219 | 2,411,960 | 2,365,556 | 2,131,042 | 2,132,370 | 6,856 | ||||||||||||
Expo Center Expense
|
84,461 | 82,165 | 67,436 | 55,371 | 62,909 | 202 | ||||||||||||
Other Expense
|
94,418 | 92,303 | 100,282 | 99,839 | 99,839 | 321 | ||||||||||||
Total Departmental Expense
|
$3,740,629 | $3,630,697 | $3,561,750 | $3,340,390 | $3,347,272 | $10,763 | ||||||||||||
Total Undistributed Expense
|
3,297,419 | 3,028,935 | 3,050,674 | 2,999,299 | 3,257,724 | 10,475 | ||||||||||||
Total Fixed Charges
|
407,612 | 459,270 | 476,110 | 521,303 | 517,670 | 1,665 | ||||||||||||
Total Operating Expenses
|
$3,705,031 | $3,488,205 | $3,526,784 | $3,520,602 | $3,775,394 | $12,140 | ||||||||||||
Net Operating Income
|
$2,547,632 | $2,457,944 | $2,778,615 | $3,089,272 | $2,828,635 | $9,095 | ||||||||||||
FF&E
|
399,732 | 383,074 | 394,686 | 398,011 | 497,565 | 1,600 | ||||||||||||
Net Cash Flow
|
$2,147,900 | $2,074,870 | $2,383,929 | $2,691,261 | $2,331,070 | $7,495 |
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flows.
|
|
(2)
|
Includes gift shop revenue, special events income, no-show charges and utility reimbursements.
|
MARIANOS ELMHURST
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CCRE
|
|||
Location (City/State)
|
Elmhurst, Illinois
|
Cut-off Date Principal Balance
|
$14,382,375
|
|||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$188.66
|
|||
Size (SF)
|
76,236
|
Percentage of Initial Pool Balance
|
1.7%
|
|||
Total Occupancy as of 12/6/2013
|
100.0%
|
Number of Related Mortgage Loans
|
None
|
|||
Owned Occupancy as of 12/6/2013
|
100.0%
|
Type of Security
|
Fee Simple
|
|||
Year Built / Latest Renovation
|
2013 / NAP
|
Mortgage Rate
|
4.9000%
|
|||
Appraised Value
|
$21,850,000
|
Original Term to Maturity/ARD (Months)(1) |
120
|
|||
Original Amortization Term (Months)
|
360
|
|||||
Original Interest Only Period (Months)
|
NAP
|
|||||
Borrower Sponsor(2)
|
Inland Private Capital Corporation | |||||
Underwritten Revenues
|
$1,402,215
|
|||||
Underwritten Expenses
|
$42,066
|
Escrows
|
||||
Underwritten Net Operating Income (NOI)
|
$1,360,149
|
Upfront
|
Monthly
|
|||
Underwritten Net Cash Flow (NCF)
|
$1,310,596
|
Taxes
|
$0
|
$0
|
||
Cut-off Date LTV Ratio
|
65.8%
|
Insurance
|
$0
|
$0
|
||
Maturity Date / ARD LTV Ratio(1)
|
54.0%
|
Replacement
|
$0
|
$0
|
||
DSCR Based on Underwritten NOI / NCF
|
1.48x / 1.43x
|
TI/LC
|
$0
|
$0
|
||
Debt Yield Based on Underwritten NOI / NCF
|
9.5% / 9.1%
|
Other
|
$0
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$14,400,000
|
70.5%
|
Purchase Price
|
$20,358,844
|
99.6%
|
Principal’s New Cash Contribution
|
6,033,249
|
29.5
|
Closing Costs
|
74,405
|
0.4
|
Total Sources
|
$20,433,249
|
100.0%
|
Total Uses
|
$20,433,249
|
100.0%
|
|
(1)
|
The Marianos Elmhurst Loan is structured with an Anticipated Repayment Date (“ARD”). If the debt is not repaid on the ARD, all excess cash will be swept to amortize existing principal and pay monthly interest until the outstanding principal balance and accrued interest are paid in full.
|
|
(2)
|
Inland Private Capital Corporation is the guarantor of the non-recourse carveouts under the Marianos Elmhurst Loan.
|
Tenant Name
|
Credit Rating (Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA |
UW Base
Rent |
% of Total
UW Base Rent |
UW Base
Rent $ per SF
|
Lease Expiration
|
Renewal /
Extension Options |
||||||||
Mariano’s Fresh Market(2)
|
NR / NR / NR
|
76,236
|
100.0%
|
$1,476,016
|
100.0%
|
$19.36
|
6/30/2033
|
4, 5-year options
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
The tenant is Roundy’s Supermarkets, Inc. (doing business as Mariano’s Fresh Market).
|
MARIANOS ELMHURST
|
Year Ending
December 31, |
Expiring Owned
GLA |
% of Owned
GLA |
Cumulative %
of Owned GLA |
UW
Base Rent |
% of Total UW
Base Rent
|
UW Base
Rent $ per SF
|
# of Expiring
Tenants |
|||||||||||||||||||||
MTM
|
0 | 0.0 | % | 0.0 | % | $0 | 0.0 | % | $0.00 | 0 | ||||||||||||||||||
2013
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2014
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2015
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2016
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2017
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2018
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2019
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2020
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2021
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2022
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2023
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
2024 & Thereafter(2)
|
76,236 | 100.0 | % | 100.0 | % | 1,476,016 | 100.0 | 19.36 | 1 | |||||||||||||||||||
Vacant
|
0 | 0.0 | 100.0 | % | 0 | 0.0 | 0.00 | 0 | ||||||||||||||||||||
Total / Wtd. Avg.
|
76,236 | 100.0 | % | $1,476,016 | 100.0 | % | $19.36 | 1 |
|
(1)
|
Calculated based on approximate square footage occupied by Owned Tenant.
|
|
(2)
|
Mariano’s Fresh Market has four 5-year renewal options with 12 months notice.
|
As of
12/6/2013 |
||
Owned Space
|
100.0%
|
|
(1)
|
The Marianos Elmhurst Property was built in 2013. Accordingly, historical occupancy is not applicable.
|
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Marianos Elmhurst Property:
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||
Base Rent
|
$1,476,016 | $19.36 | ||||
Overage Rent
|
0 | 0.00 | ||||
Gross Up Vacancy
|
0 | 0.00 | ||||
Total Rent
|
$1,476,016 | $19.36 | ||||
Total Reimbursables
|
0 | 0.00 | ||||
Less Vacancy & Credit Loss(3)
|
(73,801 | ) | (0.97 | ) | ||
Effective Gross Income
|
$1,402,215 | $18.39 | ||||
Total Operating Expenses
|
$42,066 | $0.55 | ||||
Net Operating Income
|
$1,360,149 | $17.84 | ||||
TI/LC
|
38,118 | 0.50 | ||||
Capital Expenditures
|
11,435 | 0.15 | ||||
Net Cash Flow
|
$1,310,596 | $17.19 |
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Underwritten cash flow based on 12/6/2013 rent roll.
|
|
(3)
|
Underwritten Vacancy is based on 5.0% of gross revenue.
|
SPRINGHILL SUITES - WILLOW GROVE, PA
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||
Location (City/State)
|
Willow Grove, Pennsylvania
|
Cut-off Date Principal Balance
|
$13,728,486
|
||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$88,570.88
|
||
Size (Rooms)
|
155
|
Percentage of Initial Pool Balance
|
1.6%
|
||
Total TTM Occupancy as of 6/30/2013
|
69.1%
|
Number of Related Mortgage Loans
|
None
|
||
Owned TTM Occupancy as of 6/30/2013
|
69.1%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
2002 / 2013
|
Mortgage Rate
|
5.4700%
|
||
Appraised Value
|
$20,100,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term (Months)
|
300
|
||||
Original Interest Only Period (Months)
|
NAP | ||||
Underwritten Revenues
|
$4,912,552
|
Borrower Sponsor(1)
|
Michael A. Santaro
|
||
Underwritten Expenses
|
$3,135,054
|
||||
Underwritten Net Operating Income (NOI)
|
$1,777,498
|
Escrows
|
|||
Underwritten Net Cash Flow (NCF)
|
$1,531,871
|
Upfront
|
Monthly
|
||
Cut-off Date LTV Ratio
|
68.3%
|
Taxes
|
$0
|
$0
|
|
Maturity Date LTV Ratio
|
43.6%
|
Insurance
|
$0
|
$0
|
|
DSCR Based on Underwritten NOI / NCF
|
1.76x / 1.52x
|
FF&E
|
$0
|
$0
|
|
Debt Yield Based on Underwritten NOI / NCF
|
12.9% / 11.2%
|
Other(2)
|
$785,471
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$13,750,000
|
99.6%
|
Loan Payoff
|
$10,988,854
|
79.6%
|
Other Sources
|
$61,501
|
0.4
|
Principal Equity Distribution
|
1,694,415
|
12.3
|
Reserves
|
785,471
|
5.7
|
|||
Other Uses
|
272,372
|
2.0
|
|||
Closing Costs
|
70,388
|
0.5
|
|||
Total Sources
|
$13,811,501
|
100.0%
|
Total Uses
|
$13,811,501
|
100.0%
|
|
(1)
|
Michael A. Santaro is the guarantor of the non-recourse carve-outs under the SpringHill Suites - Willow Grove, PA Loan.
|
|
(2)
|
Other Upfront Reserve represents a debt service reserve ($450,000), a seasonality reserve ($65,850 only in months August, September and October each year), a manager FF&E reserve ($173,221) and a property improvement plan contingency reserve ($96,400).
|
Property
|
Meeting and Group
|
Leisure
|
Commercial
|
|||
SpringHill Suites - Willow Grove, PA
|
15%
|
30%
|
55%
|
|
(1)
|
Source: Appraisal.
|
Property
|
Occupancy
|
ADR
|
RevPAR
|
|||
SpringHill Suites - Willow Grove, PA
|
100.8%
|
129.9%
|
130.9%
|
|
(1)
|
Source: July 2013 travel research report.
|
SPRINGHILL SUITES - WILLOW GROVE, PA
|
2010
|
2011
|
2012
|
TTM 6/30/2013
|
|||||||||
Occupancy(2)
|
64.6 | % | 72.3 | % | 73.8 | % | 69.1 | % | ||||
ADR
|
$113.31 | $113.89 | $118.74 | $122.25 | ||||||||
RevPAR
|
$73.24 | $82.33 | $87.68 | $84.46 |
|
(1)
|
Source: As provided by Borrower.
|
|
(2)
|
Reflects average occupancy for the indicated period.
|
■
|
Operating History and Underwritten Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow, on an aggregate basis and per room, at the SpringHill Suites - Willow Grove, PA Property:
|
2010
|
2011
|
2012
|
TTM
6/30/2013
|
Underwritten
|
Underwritten $ per Room
|
|||||||||||||
Room Revenue
|
$4,143,612 | $4,657,744 | $4,974,194 | $4,778,202 | $4,778,202 | $30,827 | ||||||||||||
Banquet Revenue
|
49,133 | 62,709 | 66,041 | 50,081 | 50,081 | 323 | ||||||||||||
Market Revenue
|
57,405 | 82,068 | 76,528 | 74,660 | 74,660 | 482 | ||||||||||||
Other Revenue
|
5,024 | 16,276 | 10,779 | 9,610 | 9,610 | 62 | ||||||||||||
Total Revenue
|
$4,255,174 | $4,818,798 | $5,127,543 | $4,912,552 | $4,912,552 | $31,694 | ||||||||||||
Room Expense
|
$954,058 | $1,097,606 | $1,176,371 | $1,195,702 | $1,195,702 | $7,714 | ||||||||||||
Banquet Expense
|
498 | 2,110 | 1,762 | 2,128 | 2,128 | 14 | ||||||||||||
Market Expense
|
26,549 | 39,491 | 36,984 | 35,190 | 35,190 | 227 | ||||||||||||
Other Expense
|
19,547 | 21,674 | 16,244 | 17,706 | 17,706 | 114 | ||||||||||||
Total Departmental Expense
|
$1,000,652 | $1,160,881 | $1,231,360 | $1,250,726 | $1,250,726 | $8,069 | ||||||||||||
Total Undistributed Expense
|
1,459,914 | 1,616,864 | 1,552,554 | 1,544,679 | 1,553,619 | 10,023 | ||||||||||||
Total Fixed Charges
|
362,874 | 364,196 | 332,214 | 349,050 | 330,709 | 2,134 | ||||||||||||
Total Operating Expenses
|
$2,823,441 | $3,141,940 | $3,116,127 | $3,144,455 | $3,135,054 | $20,226 | ||||||||||||
Net Operating Income
|
$1,431,733 | $1,676,857 | $2,011,416 | $1,768,098 | $1,777,498 | $11,468 | ||||||||||||
FF&E
|
212,759 | 240,940 | 256,377 | 245,628 | 245,628 | 1,585 | ||||||||||||
Net Cash Flow
|
$1,218,975 | $1,435,917 | $1,755,039 | $1,522,470 | $1,531,871 | $9,883 |
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
666 OLD COUNTRY ROAD
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||||||
Location (City/State)
|
Garden City, New York
|
Cut-off Date Principal Balance
|
$13,100,000
|
||||||
Property Type
|
Office
|
Cut-off Date Principal Balance per SF
|
$108.95
|
||||||
Size (SF)
|
120,238
|
Percentage of Initial Pool Balance
|
1.5%
|
||||||
Total Occupancy as of 8/2/2013
|
97.1%
|
Number of Related Mortgage Loans(1)
|
3
|
||||||
Owned Occupancy as of 8/2/2013
|
97.1%
|
Type of Security
|
Fee Simple
|
||||||
Year Built / Latest Renovation
|
1980 / NAP
|
Mortgage Rate
|
4.3300%
|
||||||
Appraised Value
|
$19,200,000
|
Original Term to Maturity (Months)
|
60
|
||||||
Original Amortization Term (Months)
|
NAP
|
||||||||
Original Interest Only Term (Months) | 60 | ||||||||
Borrower Sponsor(2)
|
Investcorp US Real Estate, LLC | ||||||||
Underwritten Revenues
|
$ 3,721,222
|
||||||||
Underwritten Expenses
|
$ 2,266,327
|
Escrows
|
|||||||
Underwritten Net Operating Income (NOI)
|
$1,454,895
|
Upfront
|
Monthly
|
||||||
Underwritten Net Cash Flow (NCF)
|
$1,252,806
|
Taxes
|
$171,926
|
$85,963
|
|||||
Cut-off Date LTV Ratio
|
68.2%
|
Insurance
|
$0
|
$0
|
|||||
Maturity Date LTV Ratio
|
68.2%
|
Replacement Reserves
|
$0
|
$3,006
|
|||||
DSCR Based on Underwritten NOI / NCF
|
2.53x / 2.18x
|
TI/LC
|
$350,000
|
$0
|
|||||
Debt Yield Based on Underwritten NOI / NCF
|
11.1% / 9.6%
|
Other(3)
|
$176,135
|
$0
|
|||||
Sources and Uses | |||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||
Loan Amount
|
$13,100,000
|
60.8%
|
Purchase Price
|
$18,813,056
|
87.4%
|
||||
Principal’s New Cash Contribution
|
7,626,453
|
35.4
|
Other Uses
|
2,019,512
|
9.4
|
||||
Other Sources
|
804,175
|
3.7
|
Reserves
|
698,061
|
3.2
|
||||
Total Sources
|
$21,530,629
|
100.0%
|
Total Uses
|
$21,530,629
|
100.0%
|
|
(1)
|
Indirect owners of the borrowers are also indirect owners of the borrowers of the 100 Merrick Road and 114 Old Country Road Loans.
|
|
(2)
|
Investcorp US Real Estate, LLC is the guarantor of the non-recourse carveouts under the 666 Old Country Road Loan.
|
|
(3)
|
Other reserves represent a deferred maintenance reserve ($95,925) and an outstanding tenant obligations reserve ($80,210).
|
Tenant Name
|
Credit Rating (Fitch/MIS/S&P)(1)
|
Tenant
GLA
|
% of
GLA
|
UW Base
Rent
|
% of
Total UW
Base
Rent
|
UW Base
Rent
$ per SF
|
Lease Expiration
|
Renewal /
Extension Options
|
|||||||||||||
Rosenburg Fortuna & Laitman
|
NR / NR / NR
|
8,075
|
6.7
|
% |
$276,094
|
7.0
|
% |
$34.19
|
4/30/2018
|
NA
|
|||||||||||
Quadrino & Schwartz P.C.
|
NR / NR / NR
|
7,385
|
6.1
|
260,484
|
6.6
|
35.27
|
6/30/2015
|
NA
|
|||||||||||||
Amato & Associates
|
NR / NR / NR
|
6,025
|
5.0
|
200,934
|
5.1
|
33.35
|
12/31/2018
|
1, 5-year option
|
|||||||||||||
Schneider Mitola LLP
|
NR / NR / NR
|
6,160
|
5.1
|
200,543
|
5.1
|
32.56
|
11/30/2019
|
NA
|
|||||||||||||
Barket Legal Services, P.C. St
|
NR / NR / NR
|
5,932
|
4.9
|
195,334
|
4.9
|
32.93
|
7/31/2019
|
NA
|
|||||||||||||
Stephen Gassman
|
NR / NR / NR
|
4,680
|
3.9
|
156,078
|
4.0
|
33.35
|
10/31/2018
|
1, 5-year option
|
|||||||||||||
Stephen P. Scaring P.C.
|
NR / NR / NR
|
3,945
|
3.3
|
133,667
|
3.4
|
33.88
|
11/30/2016
|
NA
|
|||||||||||||
Fieldview Realty LTD
|
NR / NR / NR
|
3,866
|
3.2
|
132,079
|
3.3
|
34.16
|
12/31/2016
|
NA
|
|||||||||||||
Franklin, Gringer & Cohen PC
|
NR / NR / NR
|
3,538
|
2.9
|
124,509
|
3.2
|
35.19
|
1/31/2019
|
NA
|
|||||||||||||
PNC Bank, National Association
|
A+ / A3 / A-
|
3,383
|
2.8
|
124,336
|
3.1
|
36.75
|
1/31/2016
|
NA
|
|||||||||||||
Ten Largest Tenants
|
52,989
|
44.1
|
% |
$1,804,059
|
45.7
|
% |
$34.05
|
||||||||||||||
Remaining Tenants
|
63,800
|
53.1
|
2,145,916
|
54.3
|
33.64
|
||||||||||||||||
Vacant
|
3,449
|
2.9
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Tenants
|
120,238
|
100.0
|
% |
$3,949,975
|
100.0
|
% |
$33.82
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
666 OLD COUNTRY ROAD
|
Year Ending December 31,
|
Expiring Owned
GLA |
% of Owned
GLA |
Cumulative %
of Owned GLA
|
UW
Base Rent
|
% of Total UW
Base Rent
|
UW Base
Rent $ per SF
|
# of Expiring Tenants
|
||||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$0
|
0.0
|
% |
$0.00
|
0
|
||||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
5,565
|
4.6
|
4.6%
|
203,384
|
5.1
|
36.55
|
2
|
||||||||||||||
2015
|
22,991
|
19.1
|
23.7%
|
804,026
|
20.4
|
34.97
|
8
|
||||||||||||||
2016
|
16,747
|
13.9
|
37.7%
|
567,268
|
14.4
|
33.87
|
6
|
||||||||||||||
2017
|
13,530
|
11.3
|
48.9%
|
453,324
|
11.5
|
33.51
|
7
|
||||||||||||||
2018
|
33,437
|
27.8
|
76.7%
|
1,104,203
|
28.0
|
33.02
|
10
|
||||||||||||||
2019
|
19,221
|
16.0
|
92.7%
|
642,653
|
16.3
|
33.43
|
4
|
||||||||||||||
2020
|
5,298
|
4.4
|
97.1%
|
175,117
|
4.4
|
33.05
|
2
|
||||||||||||||
2021
|
0
|
0.0
|
97.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
97.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
0
|
0.0
|
97.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
0
|
0.0
|
97.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Vacant
|
3,449
|
2.9
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
120,238
|
100.0
|
% |
$3,949,975
|
100.00
|
% |
$33.82
|
39
|
2010
|
2011
|
2012
|
As of
8/2/2013 |
|||||
Owned Space
|
85.0%
|
87.5%
|
94.6%
|
97.1%
|
|
(1)
|
As provided by the borrower which reflects average occupancy for the year.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 666 Old Country Road Property:
|
2010
|
2011
|
2012
|
TTM 5/31/2013
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$3,033,461
|
$3,486,021
|
$3,484,719
|
$3,402,331
|
$3,884,522
|
$32.31
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
115,542
|
0.96
|
||||||||||||
Contractual Rent Steps
|
0
|
0
|
0
|
0
|
65,453
|
0.54
|
||||||||||||
Total Rent
|
$3,033,461
|
$3,486,021
|
$3,484,719
|
$3,402,331
|
$4,065,517
|
$33.81
|
||||||||||||
Total Reimbursables
|
57,405
|
58,977
|
20,796
|
9,475
|
17,026
|
0.14
|
||||||||||||
Other Income
|
41,899
|
58,340
|
42,292
|
47,730
|
50,806
|
0.42
|
||||||||||||
Less Vacancy & Credit Loss
|
(20,711
|
) |
(51,972
|
) |
(86,175
|
) |
(21,931
|
) |
(412,127
|
) |
(3.43
|
) | ||||||
Effective Gross Income
|
$3,112,054
|
$3,551,366
|
$3,461,632
|
$3,437,605
|
$3,721,222
|
$30.95
|
||||||||||||
Total Operating Expenses
|
2,493,006
|
2,238,110
|
2,184,447
|
2,261,125
|
2,266,327
|
18.85
|
||||||||||||
Net Operating Income
|
$619,048
|
$1,313,256
|
$1,277,185
|
$1,176,480
|
$1,454,895
|
$12.10
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
166,018
|
1.38
|
||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
36,071
|
0.30
|
||||||||||||
Net Cash Flow
|
$619,048
|
$1,313,256
|
$1,277,185
|
$1,176,480
|
$1,252,806
|
$10.42
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Underwritten cash flow based on contractual rents as of 8/2/2013 and includes contractual rent steps through 3/1/2014.
|
KEYSTONE PLAZA
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||||||||
Location (City/State)
|
North Miami Beach, Florida
|
Cut-off Date Principal Balance
|
$12,724,759
|
||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$206.52
|
||||||||
Size (SF)
|
61,616
|
Percentage of Initial Pool Balance
|
1.5%
|
||||||||
Total Occupancy as of 8/13/2013
|
83.9%
|
Number of Related Mortgage Loans
|
None
|
||||||||
Owned Occupancy as of 8/13/2013
|
83.9%
|
Type of Security
|
Fee Simple
|
||||||||
Year Built / Latest Renovation
|
2002 / NAP
|
Mortgage Rate
|
5.6400%
|
||||||||
Appraised Value
|
$20,800,000
|
Original Term to Maturity (Months)
|
120
|
||||||||
Original Amortization Term (Months)
|
360
|
||||||||||
Original Interest Only Period (Months) | NAP | ||||||||||
Borrower Sponsor(1) |
Irwin Tauber and
|
||||||||||
Tauber Family 2001 Dynasty Trust
|
|||||||||||
Underwritten Revenues
|
$2,124,593
|
||||||||||
Underwritten Expenses
|
$694,274
|
Escrows
|
|||||||||
Underwritten Net Operating Income (NOI)
|
$1,430,319
|
Upfront
|
Monthly
|
||||||||
Underwritten Net Cash Flow (NCF)
|
$1,325,892
|
Taxes
|
$235,641
|
$21,422
|
|||||||
Cut-off Date LTV Ratio
|
61.2%
|
Insurance
|
$28,501
|
$5,700
|
|||||||
Maturity Date LTV Ratio
|
50.8%
|
Replacement Reserves(2)
|
$0
|
$770
|
|||||||
DSCR Based on Underwritten NOI / NCF
|
1.62x / 1.50x
|
TI/LC(3)
|
$82,564
|
$7,189
|
|||||||
Debt Yield Based on Underwritten NOI / NCF
|
11.2% / 10.4%
|
Other(4)
|
$251,188
|
$2,139
|
|||||||
Sources and Uses
|
|||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||||
Loan Amount
|
$12,750,000
|
99.6%
|
Loan Payoff
|
$11,066,670
|
86.5%
|
||||||
Other Sources
|
50,000
|
0.4
|
Principal Equity Distribution
|
728,230
|
5.7
|
||||||
Reserves
|
597,894
|
4.7
|
|||||||||
Other Uses
|
361,399
|
2.8
|
|||||||||
Closing Costs
|
45,808
|
0.4
|
|||||||||
Total Sources
|
$12,800,000
|
100.0%
|
Total Uses
|
$12,800,000
|
100.0%
|
|
(1)
|
Irwin Tauber and Tauber Family 2001 Dynasty Trust are the guarantors of the non-recourse carveouts under the Keystone Plaza Loan.
|
|
(2)
|
Replacement reserves are capped at $27,726.
|
|
(3)
|
TI/LC reserves are capped at $150,000.
|
|
(4)
|
Other reserves include a deferred maintenance reserve ($1,188) and a roof reserve ($250,000).
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA
|
UW Base Rent
|
% of
Total UW Base Rent |
UW Base
Rent $ per SF |
Lease Expiration
|
Tenant
Sales $ per SF(2) |
Occupancy Cost
|
Renewal / Extension Options
|
|||||||||||||||||
BankUnited
|
NR / NR/ NR
|
6,408
|
10.4
|
% |
$197,430
|
13.3
|
% |
30.81
|
11/30/2014
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||
Jumbo Buffet
|
NR / NR/ NR
|
6,440
|
10.5
|
179,483
|
12.1
|
27.87
|
2/28/2023
|
NA
|
NA
|
NA
|
|||||||||||||||||
Family Christian
|
NR / NR / NR
|
5,806
|
9.4
|
127,732
|
8.6
|
22.00
|
2/29/2016
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Specialty Lighting
|
NR / NR / NR
|
3,600
|
5.8
|
91,656
|
6.2
|
25.46
|
1/31/2016
|
$417
|
8.4%
|
1, 5-year option
|
|||||||||||||||||
Sherwin Williams
|
NR / NR / NR
|
3,240
|
5.3
|
84,240
|
5.7
|
26.00
|
12/31/2023
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Starbuck’s
|
A- / Baa2 / A-
|
1,600
|
2.6
|
77,440
|
5.2
|
48.40
|
2/28/2023
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||||||
USA Kitchen Gallery
|
NR / NR / NR
|
3,200
|
5.2
|
73,600
|
5.0
|
23.00
|
7/31/2018
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||||
Hollywood Tans
|
NR / NR / NR
|
1,911
|
3.1
|
69,809
|
4.7
|
36.53
|
2/29/2016
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Chicken Kitchen
|
NR / NR / NR
|
2,001
|
3.2
|
63,692
|
4.3
|
31.83
|
2/28/2018
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||||
Nextel
|
NR / NR / NR
|
1,600
|
2.6
|
63,472
|
4.3
|
39.67
|
11/30/2017
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Ten Largest Owned Tenants
|
35,806
|
58.1
|
% |
$1,028,554
|
69.5
|
% |
28.73
|
||||||||||||||||||||
Remaining Owned Tenants
|
15,890
|
25.8
|
452,243
|
30.5
|
28.46
|
||||||||||||||||||||||
Vacant Spaces (Owned Space)
|
9,920
|
16.1
|
0
|
0.0
|
0.00
|
||||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
61,616
|
100.0
|
% |
$1,480,797
|
100.0
|
% |
28.64
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Tenant sales are as of December 31, 2012.
|
KEYSTONE PLAZA
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of
Owned GLA |
UW Base
Rent |
% of Total UW
Base Rent |
UW Base Rent $
per SF |
# of Expiring Tenants
|
|||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$0
|
0.0
|
% |
$0.00
|
0
|
|||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2014
|
7,608
|
12.3
|
12.3%
|
243,630
|
16.5
|
32.02
|
2
|
|||||||||||||
2015
|
3,300
|
5.4
|
17.7%
|
96,015
|
6.5
|
29.10
|
2
|
|||||||||||||
2016
|
12,737
|
20.7
|
38.4%
|
324,697
|
21.9
|
25.49
|
4
|
|||||||||||||
2017
|
4,220
|
6.8
|
45.2%
|
145,224
|
9.8
|
34.41
|
3
|
|||||||||||||
2018
|
12,551
|
20.4
|
65.6%
|
330,068
|
22.3
|
26.30
|
7
|
|||||||||||||
2019
|
0
|
0.0
|
65.6%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2020
|
0
|
0.0
|
65.6%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2021
|
0
|
0.0
|
65.6%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2022
|
0
|
0.0
|
65.6%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2023
|
11,280
|
18.3
|
83.9%
|
341,163
|
23.0
|
30.24
|
3
|
|||||||||||||
2024 & Thereafter
|
0
|
0.0
|
83.9%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
Vacant
|
9,920
|
16.1
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
Total / Wtd. Avg.
|
61,616
|
100.0
|
% |
$1,480,797
|
100.0
|
% |
$28.64
|
21
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2010
|
2011
|
2012
|
TTM 6/30/2013
|
|||||
Owned Space
|
72.7%
|
81.3%
|
74.9%
|
71.8%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Keystone Plaza Property:
|
2010
|
2011
|
2012
|
TTM 6/30/2013
|
Underwritten(2)
|
Underwritten
$ per SF
|
||||||||||||||
Base Rent
|
$1,061,400
|
$1,327,523
|
$1,236,051
|
$1,244,087
|
$1,465,652
|
$23.79
|
|||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
367,742
|
5.97
|
|||||||||||||
Contractual Rent Steps
|
0
|
0
|
0
|
0
|
15,144
|
0.25
|
|||||||||||||
Total Reimbursables
|
482,123
|
485,958
|
503,125
|
482,826
|
547,456
|
8.88
|
|||||||||||||
Other Income
|
11,247
|
4,031
|
6,473
|
3,807
|
0
|
0.00
|
|||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
(10,289
|
) |
(10,289
|
) |
(367,742
|
) |
(5.97
|
) | |||||||||
Utility Recoveries
|
115,425
|
124,604
|
117,850
|
96,340
|
96,340
|
1.56
|
|||||||||||||
Effective Gross Income
|
1,670,195
|
1,942,116
|
1,853,210
|
1,816,771
|
2,124,593
|
34.48
|
|||||||||||||
Total Operating Expenses
|
664,214
|
662,294
|
705,251
|
682,383
|
694,274
|
11.27
|
|||||||||||||
Net Operating Income
|
1,005,981
|
1,279,822
|
1,147,959
|
1,134,388
|
1,430,319
|
23.21
|
|||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
89,023
|
1.44
|
|||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
15,404
|
0.25
|
|||||||||||||
Net Cash Flow
|
$1,005,981
|
$1,279,822
|
$1,147,959
|
$1,134,388
|
$1,325,892
|
$21.52
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Underwritten cash flow based on contractual rents as of 8/13/2013 and includes contractual rent steps through 3/1/2014.
|
THE CENTER AT STOCKTON
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
SMF I
|
|||||||||
Location (City/State)
|
Stockton, California
|
Cut-off Date Principal Balance
|
$12,484,925
|
|||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$81.75
|
|||||||||
Size (SF)
|
152,719
|
Percentage of Initial Pool Balance
|
1.4%
|
|||||||||
Total Occupancy as of 9/18/2013
|
100.0%
|
Number of Related Mortgage Loans(1)
|
5
|
|||||||||
Owned Occupancy as of 9/18/2013
|
100.0%
|
Type of Security
|
Fee Simple
|
|||||||||
Year Built / Latest Renovation
|
1986 / NAP
|
Mortgage Rate
|
4.9800%
|
|||||||||
Appraised Value
|
$17,050,000
|
Original Term to Maturity (Months)
|
120
|
|||||||||
Original Amortization Term(Months)
|
360
|
|||||||||||
Original Interest Only Period (Months)
|
NAP
|
|||||||||||
Borrower Sponsor(2) | Bon Aviv Holdings LLC | |||||||||||
Underwritten Revenues
|
$1,772,551
|
|||||||||||
Underwritten Expenses
|
$510,358
|
Escrows
|
||||||||||
Underwritten Net Operating Income (NOI)
|
$1,262,193
|
Upfront
|
Monthly
|
|||||||||
Underwritten Net Cash Flow (NCF)
|
$1,165,018
|
Taxes
|
$21,283
|
$10,641
|
||||||||
Cut-off Date LTV Ratio
|
73.2%
|
Insurance
|
$18,241
|
$2,027
|
||||||||
Maturity Date LTV Ratio
|
60.2%
|
Replacement Reserves
|
$0
|
$3,758
|
||||||||
DSCR Based on Underwritten NOI / NCF
|
1.57x / 1.45x
|
TI/LC(3)
|
$250,000
|
$6,364
|
||||||||
Debt Yield Based on Underwritten NOI / NCF
|
10.1% / 9.3%
|
Other
|
$0
|
$0
|
||||||||
Sources and Uses
|
||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||||
Loan Amount
|
$12,500,000
|
100.0%
|
Principal Equity Distribution
|
$6,009,204
|
48.1%
|
|||||||
Loan Payoff
|
5,987,859
|
47.9
|
||||||||||
Reserves
|
289,524
|
2.3
|
||||||||||
Closing Costs
|
213,413
|
1.7
|
||||||||||
Total Sources
|
$12,500,000
|
100.0%
|
Total Uses
|
$12,500,000
|
100.0%
|
|
(1)
|
Indirect owners of the borrower are also indirect owners of the borrowers of the Rivergate Station, Park Place Shopping Center, Riverwalk Plaza and Hagerstown Shopping Center Loans.
|
|
(2)
|
Bon Aviv Holdings LLC is the guarantor of the non-recourse carveouts under The Center at Stockton Loan.
|
|
(3)
|
The TI/LC reserve is capped at $700,000.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA
|
% of
Total
GLA
|
Mortgage
Loan
Collateral
Interest
|
Total
Rent
|
Total
Rent $
per SF
|
Owned
Anchor
Tenant
Lease
Expiration
|
Tenant
Sales $
per SF
|
Occupancy
Cost
|
Renewal /
Extension
Options
|
||||||||||||
Anchors
|
||||||||||||||||||||||
Premier Furniture Gallery
|
NR / NR / NR
|
100,000
|
65.5%
|
Yes
|
$672,029
|
$6.72
|
1/31/2019
|
$20(2)
|
32.9%
|
1, 5-year option
|
||||||||||||
Total Anchors
|
100,000
|
65.5%
|
||||||||||||||||||||
Jr. Anchors
|
||||||||||||||||||||||
Fitness Evolution
|
NR / NR / NR
|
19,500
|
12.8%
|
Yes
|
$353,151
|
$18.11
|
7/31/2025
|
$59(3)
|
31.0%
|
2, 5-year options
|
||||||||||||
Costco Tire Center
|
A+ / A1 / A+
|
12,000
|
7.9
|
Yes
|
$222,982
|
$18.58
|
6/30/2018
|
NA
|
NA
|
(4)
|
||||||||||||
Total Jr. Anchors
|
31,500
|
20.6%
|
||||||||||||||||||||
Occupied In-line
|
0
|
0.0%
|
$0
|
$0.00
|
||||||||||||||||||
Occupied Outparcel/Other
|
21,219
|
13.9%
|
$632,656
|
$29.82
|
||||||||||||||||||
Vacant Spaces
|
0
|
0.0%
|
$0
|
$0.00
|
||||||||||||||||||
Total Owned SF
|
152,719
|
100.0%
|
||||||||||||||||||||
Total SF
|
152,719
|
100.0%
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Premier Furniture Gallery sales are as of TTM 8/31/2013.
|
|
(3)
|
Fitness Evolution sales are as of TTM 12/31/2012.
|
|
(4)
|
Costco Tire Center has two, 5-year renewal options and one, 4-year and nine month renewal option.
|
THE CENTER AT STOCKTON
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA
|
% of
GLA
|
UW Base
Rent
|
% of
Total UW
Base
Rent
|
UW
Base
Rent
$ per SF
|
Lease Expiration
|
Tenant
Sales
$ per SF
|
Occupancy Cost
|
Renewal /
Extension
Options
|
|||||||||||||||
Premier Furniture Gallery
|
NR / NR / NR
|
100,000
|
65.5
|
% |
$361,000
|
25.7
|
% |
$3.61
|
1/31/2019
|
$20(2)
|
32.9%
|
1, 5-year option
|
|||||||||||||
Fitness Evolution
|
NR / NR / NR
|
19,500
|
12.8
|
292,500
|
20.8
|
15.00
|
7/31/2025
|
$59(3)
|
31.0%
|
2, 5-year options
|
|||||||||||||||
Costco Tire Center
|
A+ / A1 / A+
|
12,000
|
7.9
|
185,658
|
13.2
|
15.47
|
6/30/2018
|
NA
|
NA
|
(5)
|
|||||||||||||||
IHOP
|
NR / NR / NR
|
4,503
|
2.9
|
177,350
|
12.6
|
39.38
|
12/31/2015
|
$479(3)
|
8.9%
|
(6)
|
|||||||||||||||
Sizzler
|
NR / NR / NR
|
7,150
|
4.7
|
141,570
|
10.1
|
19.80
|
2/29/2028
|
$430(3)
|
5.3%
|
NA
|
|||||||||||||||
Jiffy Lube
|
AAA / Aa3 / NR
|
5,200
|
3.4
|
94,224
|
6.7
|
18.12
|
6/30/2015
|
$232(4)
|
9.2%
|
3, 5-year options
|
|||||||||||||||
El Forastero
|
NR / NR / NR
|
2,070
|
1.4
|
55,911
|
4.0
|
27.01
|
4/30/2015
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||
Sprint
|
B+ / B1 / BB-
|
2,296
|
1.5
|
55,104
|
3.9
|
24.00
|
6/30/2022
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||
Costco Fuel Station
|
A+ / A1 / A+
|
0
|
0.0
|
36,383
|
2.6
|
0.00
|
6/30/2018
|
NA
|
NA
|
(7)
|
|||||||||||||||
Monterey Water
|
NR / NR / NR
|
0
|
0.0
|
6,118
|
0.4
|
0.00
|
11/30/2014
|
NA
|
NA
|
NA
|
|||||||||||||||
Ten Largest Owned Tenants
|
152,719
|
100.0
|
% |
$1,405,817
|
100.0
|
% |
$9.21
|
||||||||||||||||||
Remaining Owned Tenants
|
0
|
0.0
|
0
|
0.0
|
0.00
|
||||||||||||||||||||
Vacant Spaces (Owned Space)
|
0
|
0.0
|
0
|
0.0
|
0.00
|
||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
152,719
|
100.0
|
% |
$1,405,817
|
100.0
|
% |
$9.21
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Premier Furniture Gallery sales are as of TTM 8/31/2013.
|
|
(3)
|
Fitness Evolution, IHOP and Sizzler sales are as of TTM 12/31/2012.
|
|
(4)
|
Jiffy Lube sales are as of TTM 6/30/2013.
|
|
(5)
|
Costco Tire Center has two, 5-year renewal options and one, 4-year and nine month renewal option.
|
|
(6)
|
IHOP has one, 5-year renewal option and one, 4-year renewal option.
|
|
(7)
|
Costco Fuel Station has two, 5-year renewal options and one, 4-year and nine month renewal option.
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA
|
Cumulative % of
Owned GLA
|
UW Base Rent
|
% of Total UW
Base Rent
|
UW Base Rent
$ per SF
|
# Expiring
Tenants
|
||||||||||||||
MTM
|
0
|
0.0
|
% |
0.0%
|
$0
|
0.0
|
% |
$0.00
|
0
|
||||||||||||
2013
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2014
|
0
|
0.0
|
0.0%
|
6,118
|
0.4
|
0.00
|
1
|
||||||||||||||
2015
|
11,773
|
7.7
|
7.7%
|
327,485
|
23.3
|
27.82
|
3
|
||||||||||||||
2016
|
0
|
0.0
|
7.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2017
|
0
|
0.0
|
7.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2018
|
12,000
|
7.9
|
15.6%
|
222,041
|
15.8
|
18.50
|
2
|
||||||||||||||
2019
|
100,000
|
65.5
|
81.0%
|
361,000
|
25.7
|
3.61
|
1
|
||||||||||||||
2020
|
0
|
0.0
|
81.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
81.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
2,296
|
1.5
|
82.5%
|
55,104
|
3.9
|
24.00
|
1
|
||||||||||||||
2023
|
0
|
0.0
|
82.5%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
26,650
|
17.5
|
100.0%
|
434,070
|
30.9
|
16.29
|
2
|
||||||||||||||
Vacant
|
0
|
0.0
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
152,719
|
100.0
|
% |
$1,405,817
|
100.0
|
% |
$9.21
|
10
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2010
|
2011
|
2012
|
As of
9/18/2013
|
|||||
Owned Space
|
98.7%
|
98.7%
|
100.0%
|
100.0%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year, unless otherwise indicated.
|
THE CENTER AT STOCKTON
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at The Center at Stockton Property:
|
2010
|
2011
|
2012(2)
|
TTM 7/31/2013
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$1,132,898
|
$1,399,233
|
$1,519,005
|
$1,441,468
|
$1,405,817
|
$9.21
|
||||||||||||
Overage Rent
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Other Rental Revenue
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Total Rent
|
$1,132,898
|
$1,399,233
|
$1,519,005
|
$1,441,468
|
$1,405,817
|
$9.21
|
||||||||||||
Total Reimbursables
|
495,822
|
531,305
|
374,822
|
498,981
|
475,000
|
3.11
|
||||||||||||
Other Income(3)
|
10,556
|
15,144
|
12,353
|
23,391
|
23,391
|
0.15
|
||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(131,657
|
) |
(0.86
|
) | ||||||||||
Effective Gross Income
|
$1,639,276
|
$1,945,682
|
$1,906,179
|
$1,963,841
|
$1,772,551
|
$11.61
|
||||||||||||
Total Operating Expenses
|
$726,347
|
$658,424
|
$402,769
|
$448,206
|
$510,358
|
$3.34
|
||||||||||||
Net Operating Income
|
$912,929
|
$1,287,258
|
$1,503,410
|
$1,515,634
|
$1,262,193
|
$8.26
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
51,360
|
0.34
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
45,816
|
0.30
|
||||||||||||
Net Cash Flow
|
$912,929
|
$1,287,258
|
$1,503,410
|
$1,515,634
|
$1,165,018
|
$7.63
|
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
The borrower closed on its acquisition of The Center at Stockton Property in March 2012 and as such, the information presented is annualized for the last three quarters of 2012.
|
|
(3)
|
Other Income consists of miscellaneous other income and tenant-driven fees.
|
THE ATRIUM
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC
|
||
Location (City/State)
|
San Antonio, Texas
|
Cut-off Date Principal Balance
|
$11,987,768
|
||
Property Type
|
Office
|
Cut-off Date Principal Balance per SF
|
$91.36
|
||
Size (SF)
|
131,216
|
Percentage of Initial Pool Balance
|
1.4%
|
||
Total Occupancy as of 10/1/2013
|
89.7%
|
Number of Related Mortgage Loans
|
None
|
||
Owned Occupancy as of 10/1/2013
|
89.7%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
1982 / 2011-2012
|
Mortgage Rate
|
5.8760%
|
||
Appraised Value
|
$15,900,000
|
Original Term to Maturity (Months)
|
60
|
||
Original Amortization Term (Months)
|
360
|
||||
Original Interest Only Period (Months)
|
NAP
|
||||
Borrower Sponsor(1)
|
Joe Richard Rodriguez
|
||||
Underwritten Revenues
|
$2,456,395
|
||||
Underwritten Expenses
|
$1,130,783
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$1,325,612
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,154,121
|
Taxes
|
$0
|
$26,331
|
|
Cut-off Date LTV Ratio
|
75.4%
|
Insurance
|
$14,923
|
$1,148
|
|
Maturity Date LTV Ratio
|
70.5%
|
Replacement Reserves
|
$0
|
$2,515
|
|
DSCR Based on Underwritten NOI / NCF
|
1.56x / 1.35x
|
TI/LC(2)
|
$0
|
$16,667
|
|
Debt Yield Based on Underwritten NOI / NCF
|
11.1% / 9.6%
|
Other(3)
|
$309,651
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$12,000,000
|
99.8%
|
Loan Payoff
|
$10,110,741
|
84.1%
|
Principal’s New Cash Contribution
|
$25,817
|
0.2
|
Closing Costs
|
$1,590,503
|
13.2
|
Reserves
|
$324,573
|
2.7
|
|||
Total Sources
|
$12,025,817
|
100.0%
|
Total Uses
|
$12,025,817
|
100.0%
|
(1)
|
Joe Richard Rodriguez is the guarantor of the non-recourse carveouts under The Atrium Loan.
|
(2)
|
TI/LC Escrow: $200,000 per annum, to be funded monthly and capped at $500,000.
|
(3)
|
Other upfront reserve consists of the following: (i) unfunded obligation reserve of $101,156, (ii) free rent reserve of $91,864, (iii) Chris Bush reserve of $75,000 and (iv) Medrec reserve of $41,630.
|
Tenant Name
|
Credit Rating (Fitch/MIS/S&P)
|
Tenant GLA
|
% of
GLA
|
UW Base
Rent
|
% of Total UW Base Rent
|
UW Base
Rent
$ per SF
|
Lease Expiration
|
Renewal / Extension Options
|
|||||||||||||
JM Waller & Associates
|
NR / NR / NR
|
9,008
|
6.9
|
% |
$207,184
|
8.6
|
% |
$23.00
|
2/28/2019
|
NA
|
|||||||||||
Datasearch, Inc.
|
NR / NR / NR
|
6,266
|
4.8
|
141,696
|
5.8
|
22.61
|
9/30/2015
|
1, 5-year option
|
|||||||||||||
Cherokee Nation Technology
|
NR / NR / NR
|
6,471
|
4.9
|
133,303
|
5.5
|
20.60
|
4/30/2016
|
NA
|
|||||||||||||
Hallmark/Encompass Home Health
|
NR / NR / NR
|
5,655
|
4.3
|
114,725
|
4.7
|
20.29
|
4/30/2014
|
1, 5-year option
|
|||||||||||||
Texas Community Bank N.A.
|
NR / NR / NR
|
4,696
|
3.6
|
99,830
|
4.1
|
21.26
|
4/30/2015
|
NA
|
|||||||||||||
BenefitMall
|
NR / NR / NR
|
4,159
|
3.2
|
96,141
|
4.0
|
23.12
|
1/31/2016
|
1, 5-year option
|
|||||||||||||
Medrec, Inc.
|
NR / NR / NR
|
4,163
|
3.2
|
96,053
|
4.0
|
23.07
|
12/31/2013
|
NA
|
|||||||||||||
Christopher Bush
|
NR / NR / NR
|
4,500
|
3.4
|
88,320
|
3.6
|
19.63
|
5/31/2017
|
NA
|
|||||||||||||
HRC Medical(1)
|
NR / NR / NR
|
3,382
|
2.6
|
71,022
|
2.9
|
21.00
|
1/31/2017
|
NA
|
|||||||||||||
Physicians Mutual(2)
|
NR / NR / NR
|
3,408
|
2.6
|
67,308
|
2.8
|
19.75
|
5/31/2018
|
NA
|
|||||||||||||
Ten Largest Tenants
|
51,708
|
39.4
|
% |
$1,115,580
|
46.1
|
% |
$21.57
|
||||||||||||||
Remaining Tenants
|
65,981
|
50.3
|
1,306,592
|
53.9
|
19.80
|
||||||||||||||||
Vacant
|
13,527
|
10.3
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
131,216
|
100.0
|
% |
$2,422,172
|
100.0
|
% |
$20.58
|
(1)
|
HRC Medical has a one-time termination option at the end of the 41st month of lease (January 2015) with 3 months written notice and a termination fee equal to 6 times the then monthly base rent.
|
(2)
|
Physicians Mutual has a one-time termination option at the end of either the 36th month of the lease (March 2016) or the 48th month of the lease (March 2017) with 4 months written notice, in either case, and a termination fee equal to all unamortized TI/LC.
|
THE ATRIUM
|
Year Ending
December 31, |
Expiring Owned
GLA |
% of Owned
GLA |
Cumulative %
of Owned GLA |
UW
Base Rent
|
% of Total UW
Base Rent
|
UW Base
Rent $ per SF
|
# of Expiring Tenants
|
||||||||||||||
MTM
|
1,455
|
1.1
|
% |
1.1%
|
$0
|
0.0
|
% |
$0.00
|
2
|
||||||||||||
2013
|
5,804
|
4.4
|
5.5%
|
122,909
|
5.1
|
21.18
|
4
|
||||||||||||||
2014
|
19,420
|
14.8
|
20.3%
|
395,138
|
16.3
|
20.35
|
12
|
||||||||||||||
2015
|
32,220
|
24.6
|
44.9%
|
681,994
|
28.2
|
21.17
|
21
|
||||||||||||||
2016
|
22,203
|
16.9
|
61.8%
|
462,100
|
19.1
|
20.81
|
10
|
||||||||||||||
2017
|
18,056
|
13.8
|
75.6%
|
359,153
|
14.8
|
19.89
|
8
|
||||||||||||||
2018
|
7,839
|
6.0
|
81.5%
|
160,436
|
6.6
|
20.47
|
4
|
||||||||||||||
2019
|
10,692
|
8.1
|
89.7%
|
240,443
|
9.9
|
22.49
|
2
|
||||||||||||||
2020
|
0
|
0.0
|
89.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
89.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
89.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
0
|
0.0
|
89.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
0
|
0.0
|
89.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Vacant
|
13,527
|
10.3
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
131,216
|
100.0
|
% |
$2,422,172
|
100.0
|
% |
$20.58
|
63
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2010
|
2011
|
2012
|
TTM
7/31/2013 |
|||||
Owned Space
|
90.0%
|
82.0%
|
76.0%
|
89.0%
|
(1)
|
As provided by the borrower which reflects average occupancy for the year.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Atrium Property:
|
2010
|
2011
|
2012
|
TTM 7/31/2013
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$2,249,492
|
$2,129,904
|
$1,910,423
|
$2,200,219
|
$2,422,172
|
$18.46
|
||||||||||||
Overage Rent
|
0
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
280,685
|
2.14
|
||||||||||||
Total Rent
|
$2,249,492
|
$2,129,904
|
$1,910,423
|
$2,200,219
|
$2,702,857
|
$20.60
|
||||||||||||
Total Reimbursables
|
72,649
|
98,712
|
70,264
|
33,925
|
9,404
|
0.07
|
||||||||||||
Other Income(3)
|
24,975
|
41,981
|
18,371
|
24,819
|
24,819
|
0.19
|
||||||||||||
Less Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(280,685
|
) |
(2.14
|
) | ||||||||||
Effective Gross Income
|
$2,347,116
|
$2,270,597
|
$1,999,058
|
$2,258,963
|
$2,456,395
|
$18.72
|
||||||||||||
Total Operating Expenses
|
$1,260,128
|
$1,230,744
|
$1,133,101
|
$1,080,697
|
$1,130,783
|
8.62
|
||||||||||||
Net Operating Income
|
$1,086,988
|
$1,039,852
|
$865,956
|
$1,178,266
|
$1,325,612
|
$10.10
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
141,312
|
1.08
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
30,180
|
0.23
|
||||||||||||
Net Cash Flow
|
$1,086,988
|
$1,039,852
|
$865,956
|
$1,178,266
|
$1,154,121
|
$8.80
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
(2)
|
Underwritten cash flow based on contractual rents as of 10/1/2013 with rent steps through 11/30/2014.
|
(3)
|
Includes parking, late fees, and other income line items.
|
100 MERRICK ROAD
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||
Location (City/State)
|
Rockville Centre, New York
|
Cut-off Date Principal Balance
|
$11,975,145
|
||
Property Type
|
Office
|
Cut-off Date Principal Balance per SF
|
$84.31
|
||
Size (SF)
|
142,041
|
Percentage of Initial Pool Balance
|
1.4%
|
||
Total Occupancy as of 8/2/2013
|
88.6%
|
Number of Related Mortgage Loans(1)
|
3
|
||
Owned Occupancy as of 8/2/2013
|
88.6%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
1963, 1971 / 2010-2012
|
Mortgage Rate
|
4.3300%
|
||
Appraised Value
|
$18,200,000
|
Original Term to Maturity (Months)
|
60
|
||
Original Amortization Term (Months)
|
NAP
|
||||
Original Interest Only Term (Months)
|
60
|
||||
Borrower Sponsor(2) | Investcorp US Real Estate, LLC | ||||
Underwritten Revenues
|
$3,653,787
|
||||
Underwritten Expenses
|
$2,088,673
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$1,565,114
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,341,608
|
Taxes
|
$163,809
|
$81,905
|
|
Cut-off Date LTV Ratio
|
65.8%
|
Insurance
|
$0
|
$0
|
|
Maturity Date LTV Ratio
|
65.8%
|
Replacement Reserves
|
$0
|
$2,367
|
|
DSCR Based on Underwritten NOI / NCF
|
2.98x / 2.55x
|
TI/LC
|
$300,000
|
$0
|
|
Debt Yield Based on Underwritten NOI / NCF
|
13.1% / 11.2%
|
Other(3)
|
$433,994
|
$0
|
Sources and Uses |
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$11,975,145
|
60.1%
|
Purchase Price
|
$17,197,639
|
86.2%
|
Principal’s New Cash Contribution
|
7,231,276
|
36.3
|
Other Uses
|
1,846,103
|
9.3
|
Other Sources
|
735,123
|
3.7
|
Reserves
|
897,803
|
4.5
|
Total Sources
|
$19,941,545
|
100.0%
|
Total Uses
|
$19,941,545
|
100.0%
|
|
(1)
|
Indirect owners of the borrowers are also indirect owners of the borrowers of the 666 Old Country Road and 114 Old Country Road Loans.
|
|
(2)
|
Investcorp US Real Estate, LLC is the guarantor of the non-recourse carveouts under the 100 Merrick Road Loan.
|
|
(3)
|
Other reserves represent a deferred maintenance reserve ($401,875) and an outstanding tenant obligations reserve ($32,119).
|
Tenant Name
|
Credit Rating (Fitch/MIS/S&P)
|
Tenant
GLA |
% of
GLA |
UW Base
Rent |
% of
Total UW Base Rent |
UW Base
Rent $ per SF
|
Lease
Expiration |
Renewal /
Extension Options |
|||||||||||||
Neurological Surgery
|
NR / NR / NR
|
11,148
|
7.8
|
% |
$390,677
|
10.8
|
% |
$35.04
|
12/31/2018
|
NA
|
|||||||||||
Centris Group LLC
|
NR / NR / NR
|
9,923
|
7.0
|
285,286
|
7.9
|
28.75
|
12/31/2016
|
NA
|
|||||||||||||
Brinster & Bergman
|
NR / NR / NR
|
7,020
|
4.9
|
251,061
|
6.9
|
35.76
|
1/31/2019
|
NA
|
|||||||||||||
MBI Associates Inc.
|
NR / NR / NR
|
5,830
|
4.1
|
171,051
|
4.7
|
29.34
|
1/31/2017
|
NA
|
|||||||||||||
Kofler, Levenstein, RO
|
NR / NR / NR
|
4,785
|
3.4
|
157,705
|
4.4
|
32.96
|
5/31/2015
|
NA
|
|||||||||||||
Junction Abstract
|
NR / NR / NR
|
4,886
|
3.4
|
145,140
|
4.0
|
29.71
|
6/30/2017
|
NA
|
|||||||||||||
J.A. Faccibene
|
NR / NR / NR
|
4,190
|
2.9
|
131,337
|
3.6
|
31.35
|
6/30/2014
|
NA
|
|||||||||||||
Northeastern Security
|
NR / NR / NR
|
3,112
|
2.2
|
110,861
|
3.1
|
35.62
|
1/31/2016
|
NA
|
|||||||||||||
Concierge Choice Physi
|
NR / NR / NR
|
3,705
|
2.6
|
108,704
|
3.0
|
29.34
|
11/30/2015
|
NA
|
|||||||||||||
Rottenstein Law Group
|
NR / NR / NR
|
3,706
|
2.6
|
96,356
|
2.7
|
26.00
|
2/28/2019
|
1, 5-year option
|
|||||||||||||
Ten Largest Tenants
|
58,305
|
41.0
|
% |
$1,848,177
|
51.1
|
% |
$31.70
|
||||||||||||||
Remaining Tenants
|
58,912
|
41.5
|
1,770,752
|
48.9
|
30.06
|
||||||||||||||||
Vacant
|
24,824
|
17.5
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Tenants
|
142,041
|
100.0
|
% |
$3,618,929
|
100.0
|
% |
$30.87
|
100 MERRICK ROAD
|
Year Ending December 31,
|
Expiring Owned
GLA |
% of Owned
GLA |
Cumulative %
of Owned GLA |
UW
Base Rent
|
% of Total UW
Base Rent
|
UW Base
Rent $ per SF
|
# of Expiring Tenants
|
||||||||||||||
MTM
|
2,305
|
1.6
|
% |
1.6%
|
$60,059
|
1.7
|
% |
$26.06
|
2
|
||||||||||||
2013
|
5,467
|
3.8
|
5.5%
|
173,022
|
4.8
|
31.65
|
4
|
||||||||||||||
2014
|
12,723
|
9.0
|
14.4%
|
396,041
|
10.9
|
31.13
|
7
|
||||||||||||||
2015
|
21,278
|
15.0
|
29.4%
|
666,529
|
18.4
|
31.32
|
11
|
||||||||||||||
2016
|
27,437
|
19.3
|
48.7%
|
825,613
|
22.8
|
30.09
|
11
|
||||||||||||||
2017
|
16,842
|
11.9
|
60.6%
|
473,986
|
13.1
|
28.14
|
6
|
||||||||||||||
2018
|
18,629
|
13.1
|
73.7%
|
612,974
|
16.9
|
32.90
|
4
|
||||||||||||||
2019
|
10,726
|
7.6
|
81.2%
|
347,416
|
9.6
|
32.39
|
2
|
||||||||||||||
2020
|
1,810
|
1.3
|
82.5%
|
63,291
|
1.7
|
34.97
|
1
|
||||||||||||||
2021
|
0
|
0.0
|
82.5%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
82.5%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
0
|
0.0
|
82.5%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024 & Thereafter
|
0
|
0.0
|
82.5%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Vacant
|
24,824
|
17.5
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
142,041
|
100.00
|
% |
$3,618,929
|
100.0
|
% |
$30.87
|
48
|
2010
|
2011
|
2012
|
As of
8/2/2013 |
|||||
Owned Space
|
87.4%
|
87.8%
|
88.1%
|
88.6%
|
|
(1)
|
As provided by the borrower which reflects average occupancy for the year.
|
n
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 100 Merrick Road Property:
|
2010
|
2011
|
2012
|
TTM 5/31/2013
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$3,132,854
|
$3,223,089
|
$3,413,952
|
$3,490,487
|
$3,560,992
|
$25.07
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
462,669
|
3.26
|
||||||||||||
Contractual Rent Steps
|
0
|
0
|
0
|
0
|
57,938
|
0.41
|
||||||||||||
Total Rent
|
$3,132,854
|
$3,223,089
|
$3,413,952
|
$3,490,487
|
$4,081,598
|
$28.74
|
||||||||||||
Total Reimbursables
|
83,023
|
66,254
|
65,420
|
28,370
|
32,704
|
0.23
|
||||||||||||
Other Income
|
60,982
|
50,946
|
49,351
|
43,619
|
43,619
|
0.31
|
||||||||||||
Less Vacancy & Credit Loss
|
(33,229
|
) |
(12,767
|
) |
(11,453
|
) |
(4,251
|
) |
(504,135
|
) |
(3.55
|
) | ||||||
Effective Gross Income
|
$3,243,630
|
$3,327,522
|
$3,517,270
|
$3,558,225
|
$3,653,787
|
$25.72
|
||||||||||||
Total Operating Expenses
|
$2,028,611
|
$2,099,620
|
$2,119,924
|
$1,881,113
|
$2,088,673
|
$14.70
|
||||||||||||
Net Operating Income
|
$1,215,019
|
$1,227,902
|
$1,397,346
|
$1,677,112
|
$1,565,114
|
$11.02
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
195,098
|
1.37
|
||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
28,408
|
0.20
|
||||||||||||
Net Cash Flow
|
$1,215,019
|
$1,227,902
|
$1,397,346
|
$1,677,112
|
$1,341,608
|
$9.45
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
TOWN CENTER AT TWIN HICKORY
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
SMF I
|
||
Location (City/State)
|
Glen Allen, Virginia
|
Cut-off Date Principal Balance
|
$11,360,000
|
||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$172.28
|
||
Size (SF)
|
65,939
|
Percentage of Initial Pool Balance
|
1.3%
|
||
Total Occupancy as of 9/10/2013
|
97.6%
|
Number of Related Mortgage Loans
|
None
|
||
Owned Occupancy as of 9/10/2013
|
97.6%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
2001, 2006 / NAP
|
Mortgage Rate
|
5.1600%
|
||
Appraised Value
|
$16,500,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term (Months)
|
360
|
||||
Original Interest Only Period (Months)
|
24
|
||||
Borrower Sponsor(1)
|
Daniel Katz and Paul Sub | ||||
Underwritten Revenues
|
$1,633,338
|
||||
Underwritten Expenses
|
$419,962
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$1,213,377
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,170,516
|
Taxes
|
$0
|
$9,916
|
|
Cut-off Date LTV Ratio
|
68.8%
|
Insurance
|
$0
|
$0
|
|
Maturity Date LTV Ratio
|
59.8%
|
Replacement Reserves
|
$0
|
$825
|
|
DSCR Based on Underwritten NOI / NCF
|
1.63x / 1.57x
|
TI/LC(2)
|
$0
|
$2,750
|
|
Debt Yield Based on Underwritten NOI / NCF
|
10.7% / 10.3%
|
Other(3)
|
$41,520
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$11,360,000
|
69.0%
|
Purchase Price
|
$16,000,000
|
97.2%
|
Principal’s New Cash Contribution
|
5,102,133
|
31.0
|
Closing Costs
|
420,613
|
2.6
|
Reserves
|
41,520
|
0.3
|
|||
Total Sources
|
$16,462,133
|
100.0%
|
Total Uses
|
$16,462,133
|
100.0%
|
|
(1)
|
Daniel Katz and Paul Sub are the guarantors of the non-recourse carveouts under the Town Center at Twin Hickory Loan.
|
|
(2)
|
The TI/LC reserve is capped at $100,000.
|
|
(3)
|
Other upfront reserve represents a deferred maintenance reserve.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
Total GLA |
Mortgage Loan Collateral Interest
|
Total
Rent |
Total
Rent $ per SF |
Owned
Anchor Tenant Lease Expiration |
Tenant
Sales $ per SF(2) |
Occupancy
Cost |
Renewal /
Extension Options |
||||||||||||||||
Anchors
|
||||||||||||||||||||||||||
Food Lion
|
NR / Baa3 / NR
|
38,000 | 57.6 | % |
Yes
|
$656,712 | $17.28 |
3/1/2021
|
$374 | 4.6 | % |
4, 5-year options
|
||||||||||||||
Total Anchors
|
38,000 | 57.6 | % | |||||||||||||||||||||||
Occupied In-line
|
26,339 | 39.9 | % | $970,692 | $36.85 | |||||||||||||||||||||
Occupied Outparcel/Other
|
0 | 0.0 | % | $0 | $0.00 | |||||||||||||||||||||
Vacant Spaces
|
1,600 | 2.4 | % | $0 | $0.00 | |||||||||||||||||||||
Total Owned SF
|
65,939 | 100.0 | % | |||||||||||||||||||||||
Total SF
|
65,939 | 100.0 | % |
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Food Lion sales are as of 12/31/2012.
|
TOWN CENTER AT TWIN HICKORY
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA |
UW Base
Rent |
% of
Total UW Base Rent |
UW
Base Rent $ per SF |
Lease
Expiration |
Tenant
Sales $ per SF(2) |
Occupancy Cost
|
Renewal /
Extension Options |
|||||||||||||||||
Food Lion
|
NR / Baa3 / NR
|
38,000 | 57.6 | % | $440,572 | 34.9 | % | $11.59 |
3/1/2021
|
$374 | 4.6 | % |
4, 5-year options
|
||||||||||||||
Home Team Grill
|
NR / NR / NR
|
4,200 | 6.4 | 126,000 | 10.0 | 30.00 |
10/22/2022
|
$294 | 12.1 | % |
2, 5-year options
|
||||||||||||||||
Rico’s Mexican Grill
|
NR / NR / NR
|
2,500 | 3.8 | 72,500 | 5.7 | 29.00 |
7/31/2018
|
$166 | 20.9 | % |
NA
|
||||||||||||||||
Nonna’s Pizzeria
|
NR / NR / NR
|
2,028 | 3.1 | 72,196 | 5.7 | 35.60 |
6/30/2016
|
$385 | 10.7 | % |
NA
|
||||||||||||||||
Samurai Sushi
|
NR / NR / NR
|
2,000 | 3.0 | 69,080 | 5.5 | 34.54 |
5/31/2016
|
$285 | 14.1 | % |
NA
|
||||||||||||||||
Chen’s Chinese Restaurant
|
NR / NR / NR
|
2,400 | 3.6 | 61,592 | 4.9 | 25.66 |
4/30/2016
|
$661 | 4.7 | % |
NA
|
||||||||||||||||
Cheeburger, Cheeburger
|
NR / NR / NR
|
1,668 | 2.5 | 52,542 | 4.2 | 31.50 |
9/30/2016
|
$411 | 9.0 | % |
NA
|
||||||||||||||||
Starbucks
|
A- / Baa2 / A-
|
1,500 | 2.3 | 52,500 | 4.2 | 35.00 |
4/30/2016
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||||
Luxury Nails and Spa
|
NR / NR / NR
|
1,540 | 2.3 | 51,590 | 4.1 | 33.50 |
10/31/2016
|
$354 | 11.1 | % |
NA
|
||||||||||||||||
Tropical Smoothie Café
|
NR / NR / NR
|
1,471 | 2.2 | 50,646 | 4.0 | 34.43 |
5/31/2016
|
NA
|
NA
|
NA
|
|||||||||||||||||
Ten Largest Owned Tenants
|
57,307 | 86.9 | % | $1,049,218 | 83.1 | % | $18.31 | ||||||||||||||||||||
Remaining Owned Tenants
|
7,032 | 10.7 | 213,522 | 16.9 | 30.36 | ||||||||||||||||||||||
Vacant Spaces (Owned Space)
|
1,600 | 2.4 | 0 | 0.0 | 0.00 | ||||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
65,939 | 100.0 | % | $1,262,740 | 100.0 | % | $19.63 |
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Tenant Sales are as of 12/31/2012.
|
Year Ending
December 31,
|
Expiring
Owned GLA
|
% of Owned
GLA |
Cumulative % of
Owned GLA |
UW Base Rent
|
% of Total UW
Base Rent |
UW Base
Rent $ per SF |
# Expiring
Tenants |
||||||||||||||
MTM
|
0 | 0.0 | % | 0.0 | % | $0 | 0.0 | % | $0.00 | 0 | |||||||||||
2013
|
0 | 0.0 | 0.0 | % | 0 | 0.0 | 0.00 | 0 | |||||||||||||
2014
|
1,532 | 2.3 | 2.3 | % | 44,367 | 3.5 | 28.96 | 1 | |||||||||||||
2015
|
1,200 | 1.8 | 4.1 | % | 33,372 | 2.6 | 27.81 | 1 | |||||||||||||
2016
|
14,107 | 21.4 | 25.5 | % | 454,434 | 36.0 | 32.21 | 8 | |||||||||||||
2017
|
1,200 | 1.8 | 27.4 | % | 44,184 | 3.5 | 36.82 | 1 | |||||||||||||
2018
|
4,100 | 6.2 | 33.6 | % | 119,812 | 9.5 | 29.22 | 2 | |||||||||||||
2019
|
0 | 0.0 | 33.6 | % | 0 | 0.0 | 0.00 | 0 | |||||||||||||
2020
|
0 | 0.0 | 33.6 | % | 0 | 0.0 | 0.00 | 0 | |||||||||||||
2021
|
38,000 | 57.6 | 91.2 | % | 440,572 | 34.9 | 11.59 | 1 | |||||||||||||
2022
|
4,200 | 6.4 | 97.6 | % | 126,000 | 10.0 | 30.00 | 1 | |||||||||||||
2023
|
0 | 0.0 | 97.6 | % | 0 | 0.0 | 0.00 | 0 | |||||||||||||
2024 & Thereafter
|
0 | 0.0 | 97.6 | % | 0 | 0.0 | 0.00 | 0 | |||||||||||||
Vacant
|
1,600 | 2.4 | 100.0 | % | 0 | 0.0 | 0.00 | 0 | |||||||||||||
Total / Wtd. Avg.
|
65,939 | 100.0 | % | $1,262,740 | 100.0 | % | $19.63 | 15 |
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2010
|
2011
|
2012
|
As of 9/10/2013
|
|||||
Owned Space
|
97.7%
|
98.2%
|
95.8%
|
97.6%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year, unless otherwise indicated.
|
TOWN CENTER AT TWIN HICKORY
|
■
|
Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Town Center at Twin Hickory Property:
|
2010
|
2011
|
2012
|
TTM 7/31/2013
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$1,093,823 | $1,199,630 | $1,208,489 | $1,190,129 | $1,261,450 | $19.13 | ||||||||||||
Overage Rent
|
36,495 | 21,898 | 20,892 | 30,576 | 30,576 | 0.46 | ||||||||||||
Other Rental Revenue
|
0 | 0 | 0 | 0 | 0 | 0.00 | ||||||||||||
Gross Up Vacancy
|
0 | 0 | 0 | 0 | 50,890 | 0.77 | ||||||||||||
Total Rent
|
$1,130,318 | $1,221,528 | $1,229,381 | $1,220,705 | $1,342,916 | $20.37 | ||||||||||||
Total Reimbursables
|
368,909 | 332,108 | 352,631 | 365,953 | 365,953 | 5.55 | ||||||||||||
Other Income(2)
|
28,466 | 16,490 | 13,121 | 10,434 | 10,434 | 0.16 | ||||||||||||
Vacancy & Credit Loss
|
0 | 0 | 0 | 0 | (85,965 | ) | (1.30 | ) | ||||||||||
Effective Gross Income
|
$1,527,693 | $1,570,126 | $1,595,133 | $1,597,092 | $1,633,338 | $24.77 | ||||||||||||
Total Operating Expenses
|
$445,407 | $368,296 | $405,667 | $421,918 | $419,962 | $6.37 | ||||||||||||
Net Operating Income
|
$1,082,286 | $1,201,830 | $1,189,466 | $1,175,174 | $1,213,377 | $18.40 | ||||||||||||
TI/LC
|
0 | 0 | 0 | 0 | 32,970 | 0.50 | ||||||||||||
Capital Expenditures
|
0 | 0 | 0 | 0 | 9,891 | 0.15 | ||||||||||||
Net Cash Flow
|
$1,082,286 | $1,201,830 | $1,189,466 | $1,175,174 | $1,170,516 | $17.75 |
|
(1)
|
Certain items such as straight line rent, interest expense, interest income, lease cancellation income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.
|
|
(2)
|
Other Income consist of late fees and miscellaneous fees.
|
SUMMARY OF CERTAIN RISK FACTORS
|
n
|
The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected and May Continue to Adversely Affect the Value of CMBS
|
—
|
In recent years, the real estate and securitization markets, including the market for commercial mortgage-backed securities (“CMBS”), as well as global financial markets and the economy generally, have experienced significant dislocations, illiquidity and volatility. We cannot assure you that a dislocation in the CMBS market will not re-occur or become more severe.
|
n
|
The Offered Certificates May Not Be A Suitable Investment for You
|
—
|
The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the risk that the yield to maturity and the aggregate amount and timing of distributions on the offered certificates are subject to material variability from period to period and give rise to the potential for significant loss over the life of the offered certificates.
|
—
|
An investment in the offered certificates should be considered only by sophisticated institutional investors with substantial investment experience with similar types of securities and who have conducted appropriate due diligence on the mortgage loans and the offered certificates.
|
n
|
The Offered Certificates Are Limited Obligations
|
—
|
The offered certificates, when issued, will represent beneficial interests in the issuing entity. The offered certificates will not represent an interest in, or obligation of, the sponsors, the depositor, the master servicer, the special servicer, the operating advisor, the certificate administrator, the trustee, the underwriters, or any of their respective affiliates, or any other person.
|
—
|
The primary assets of the issuing entity will be the notes evidencing the mortgage loans, and the primary security and source of payment for the mortgage loans will be the mortgaged properties and the other collateral described in the Prospectus Supplement. Payments on the offered certificates are expected to be derived from payments made by the borrowers on the mortgage loans.
|
n
|
Mortgage Loans Are Nonrecourse and Are Not Insured or Guaranteed
|
—
|
The mortgage loans are not insured or guaranteed by any person or entity, governmental or otherwise.
|
—
|
Investors should treat each mortgage loan as a nonrecourse loan. If a default occurs, recourse generally may be had only against the specific properties and other assets that have been pledged to secure the loan. Consequently, payment prior to maturity is dependent primarily on the sufficiency of the net operating income of the mortgaged property. Payment at maturity is primarily dependent upon the market value of the mortgaged property and the borrower’s ability to sell or refinance the mortgaged property.
|
n
|
The Offered Certificates May Have Limited Liquidity and the Market Value of the Offered Certificates May Decline
|
—
|
Your certificates will not be listed on any national securities exchange or traded on any automated quotation systems of any registered securities association, and there is currently no secondary market for your certificates. While we have been advised by the underwriters that one or more of them, or one or more of their affiliates, currently intend to make a market in the offered certificates, none of the underwriters has any obligation to do so, any market-making may be discontinued at any time, and we cannot assure you that an active secondary market for the offered certificates will develop.
|
—
|
The market value of the offered certificates will also be influenced by the supply of and demand for CMBS generally. The supply of CMBS will depend on, among other things, the amount of commercial and multifamily mortgage loans, whether newly originated or held in portfolios that are available for securitization.
|
n
|
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates
|
—
|
We make no representation as to the proper characterization of the offered certificates for legal investment, financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions or as to the consequences of an investment in the offered certificates for such purposes or under such restrictions. We note that regulatory or legislative provisions applicable to certain investors may have the effect of limiting or restricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in the offered certificates who are not subject to those provisions to resell their certificates in the secondary market. For example:
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
—
|
Member States of the European Economic Area (“EEA”) have implemented Article 122a of EU Directive 2006/48/EC (“Article 122a”) which applies with respect to investments by credit institutions in securitizations issued on or after January 1, 2011 as well as certain existing securitizations issued prior to that date where new assets are added or substituted after December 31, 2014. Article 122a imposes a severe capital charge on a securitization position acquired by an EEA credit institution unless, among other conditions, (a) the originator, sponsor or original lender for the securitization has explicitly disclosed to the EEA-regulated credit institution that it will retain, on an ongoing basis, a material net economic interest of not less than 5% in respect of the securitization, and (b) the acquiring institution is able to demonstrate that it has undertaken certain due diligence in respect of its securitization position and the underlying exposures and that procedures are established for such activities to be monitored on an ongoing basis. For purposes of Article 122a, an EEA credit institution may be subject to such a capital charge as a result of securitization positions held by its non-EEA affiliates, including its U.S. affiliates, not complying with Article 122a. Effective January 1, 2014, Articles 404-410 (inclusive) of EU Regulation 575/2013 (“Articles 404-410”) will replace Article 122a and, among other things, will apply to EEA investment firms in addition to EEA credit institutions. Furthermore, requirements similar to those in Article 122a (“Similar Retention Requirements”) apply: (i) effective July 22, 2013, to investments in securitizations by investment funds managed by EEA investment managers subject to EU Directive 2011/61/EU; and (ii) subject to the adoption of certain secondary legislation, to investments in securitizations by EEA insurance and reinsurance undertakings and by EEA undertakings for collective investment in transferable securities.
|
—
|
The Dodd-Frank Wall Street Reform and Consumer Protection Act enacted in the United States requires that federal banking regulators amend their regulations to exclude reliance on credit ratings, including the use of such ratings to determine the permissibility of, and capital charges imposed on, investments by banking institutions. Such regulations, including those that have been proposed to implement the more recent Basel internal ratings based and advanced measures approaches, may result in greater capital charges to financial institutions that own CMBS, or otherwise adversely affect the attractiveness of investments in CMBS for regulatory purposes.
|
—
|
The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the trust fund as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.
|
—
|
Section 619 of the Dodd Frank Wall Street Reform and Consumer Protection Act added a provision, commonly referred to as the “Volcker Rule”, to federal banking law to generally prohibit various covered banking entities from, among other things, engaging in proprietary trading in securities and derivatives, subject to certain exemptions. Section 619 became effective on July 21, 2012, subject to certain conformance periods. Implementing rules under Section 619 have been proposed but not yet adopted. The Volcker Rule and the regulations adopted thereunder may restrict certain purchases or sales of securities generally (including commercial mortgage backed securities) and derivatives by banking entities if conducted on a proprietary trading business.
|
—
|
For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.
|
n
|
Commercial, Multifamily and Manufactured Housing Community Lending is Dependent Upon Net Operating Income
|
—
|
The repayment of the mortgage loans in the pool (or related whole loan) will be dependent upon the ability of the related mortgaged property to produce cash flow through the collection of rents. However, net operating income can be volatile and may be insufficient to cover debt service on a mortgage loan (or related whole loan) at any given time. The performance and/or value of a particular income-producing real property will depend on a number of variables, including but not limited to property type, geographic location, competition and sponsorship.
|
n
|
Risks Resulting from Various Concentrations
|
—
|
The performance of the pool of mortgage loans may be adversely impacted as a result of (i) mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance, (ii) a concentration of mortgage loans secured by the same mortgaged property types, (iii) a concentration of mortgage loans secured by mortgaged properties located in a particular geographic area, (iv) a concentration of mortgage loans secured by mortgaged properties with the same tenant(s) and (v) a concentration of mortgage loans with the same borrower or related borrowers. The effect of loan pool losses will be more severe if the losses relate to mortgage loans that account for a disproportionately large percentage of the pool’s aggregate principal balance. Likewise, mortgaged properties in which a single tenant makes up a significant portion of the rental income are more susceptible to interruptions of cash flow if that tenant’s business operations are negatively impacted or if such tenant fails to renew its lease.
|
—
|
A concentration of related borrowers, mortgaged property types, tenant occupancy or mortgaged properties in similar geographic regions can pose increased risks because a decline in the financial condition of the corporate family of the related borrowers, in a particular industry or business or in a particular geographic area would have a disproportionately large impact on the pool of mortgage loans.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
n
|
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity or Anticipated Repayment Date
|
—
|
Mortgage loans (or whole loans) with substantial remaining principal balances at their stated maturity date involve greater risk than fully-amortizing mortgage loans. This is because the borrower may be unable to repay the loan at that time. A borrower’s ability to repay a mortgage loan (or whole loan) on its stated maturity or anticipated repayment date typically will depend upon its ability either to refinance the mortgage loan (or whole loan) or to sell the mortgaged property at a price sufficient to permit repayment.
|
n
|
The Timing of Prepayments and Repurchases May Change Your Anticipated Yield
|
—
|
We are not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experiences of commercial mortgage loans, including both voluntary prepayments, if permitted, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, application of reserve funds, defaults and liquidations or repurchases upon breaches of representations and warranties or material document defects or purchases by a mezzanine lender pursuant to a purchase option or sales of defaulted mortgage loans.
|
—
|
Any changes in the weighted average lives of your certificates may adversely affect your yield.
|
—
|
Each sponsor is the sole warranting party in respect of the mortgage loans sold by such sponsor to the depositor and the sole party with repurchase/substitution obligations in connection with a material breach of representation and warranty or a material document deficiency. However, solely in the case of Starwood Mortgage Funding I LLC, a sponsor, Starwood Mortgage Capital LLC, an originator, will guarantee such entity’s repurchase and substitution obligations under the related mortgage loan purchase agreement. We cannot assure you that the applicable sponsor (or the guarantor as described above) will have the financial ability to repurchase or substitute any mortgage loan sold by it in connection with either a material breach of the applicable sponsor’s representations and warranties or any material document defects.
|
n
|
Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions
|
—
|
There may be pending or threatened legal proceedings against the borrowers and the managers of the mortgaged properties and their respective affiliates arising out of their ordinary business. Any such litigation may materially impair distributions to certificateholders if borrowers must use property income to pay judgments or litigation costs. We cannot assure you that any litigation or any settlement of any litigation will not have a material adverse effect on your investment.
|
n
|
Appraisals May Not Reflect Current or Future Market Value of Each Property
|
—
|
Appraisals were obtained with respect to each of the mortgaged properties at or about the time of origination of the applicable mortgage loan by the related originator, or at or around the time of the acquisition of the mortgage loan by the related sponsor. In general, appraisals represent the analysis and opinion of qualified appraisers and are not guarantees of present or future value.
|
—
|
Prospective investors should consider that the information set forth in this Term Sheet regarding appraised values or loan-to-value ratios may not accurately reflect past, present or future market values of the mortgaged properties. Additionally, with respect to the appraisals setting forth assumptions as to the “as-is” and “as stabilized” values prospective investors should consider that those assumptions may not be accurate and that the “as stabilized” values may not be the values of the related mortgaged properties prior to or at maturity or anticipated repayment date.
|
n
|
Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses
|
—
|
The issuing entity could become liable for a material adverse environmental condition at an underlying mortgaged property. Any such potential liability could reduce or delay payments on the offered certificates.
|
—
|
Although an environmental report was prepared for each mortgaged property securing a mortgage loan in connection with origination, it is possible that the environmental reports and/or supplemental “Phase II” sampling did not reveal all environmental liabilities, or that there are material environmental liabilities of which we are not aware. Also, the environmental condition of the mortgaged properties in the future could be affected by the activities of tenants or by third parties unrelated to the borrowers.
|
n
|
Insurance May Not Be Available or Adequate
|
—
|
Although the mortgaged properties are required to be insured, or permitted to be self-insured by a sole or significant tenant, against certain risks, there is a possibility of casualty loss with respect to the mortgaged properties for which insurance proceeds may not be adequate or which may result from risks not covered by insurance.
|
—
|
Even if terrorism insurance is required by the loan documents for a mortgage loan, that requirement may be subject to a cap on the cost of the premium for terrorism insurance that a borrower is required to pay or a commercially reasonable standard on the availability of the insurance.
|
—
|
We cannot assure you that all of the mortgaged properties are required to be or will be insured against the risks of terrorism and similar acts.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
n
|
The Mortgage Loan Sellers, the Sponsors and the Depositor Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing Entity’s Ownership of the Mortgage Loans
|
—
|
In the event of the insolvency, receivership or conservatorship of an originator, a mortgage loan seller or the depositor (or certain affiliates thereof), it is possible that the issuing entity’s right to payment from or ownership of the mortgage loans could be challenged. If such challenge is successful, payments on the offered certificates would be reduced or delayed. Even if the challenge is not successful, payments on the offered certificates would be delayed while a court resolves the claim.
|
—
|
An opinion of counsel will be rendered on the closing date to the effect that the transfer of the applicable mortgage loans by the mortgage loan sellers to the depositor would generally be respected as a sale in the event of the bankruptcy or insolvency of such mortgage loan sellers. Such opinions, however, are subject to various assumptions and qualifications, and there can be no assurance that a bankruptcy trustee (in the case of the mortgage loan sellers other than Goldman Sachs Mortgage Company and The Bancorp Bank), if applicable, or other interested party will not attempt to challenge the issuing entity’s right to payment with respect to the related mortgage loans. Legal opinions do not provide any guaranty as to what any particular court would actually decide, but rather an opinion as to the decision a court would reach if the issues were competently presented and the court followed existing precedent as to legal and equitable principles applicable in bankruptcy cases. In this regard, legal opinions on bankruptcy law matters have inherent limitations primarily because of the pervasive equity powers of bankruptcy courts, the overriding goal of reorganization to which other legal rights and other policies may be subordinated, the potential relevance to the exercise of judicial discretion of future arising facts and circumstances, and the nature of the bankruptcy process. As a result, the Federal Deposit Insurance Corporation (the “FDIC”), a creditor, a bankruptcy trustee or another interested party, including an entity transferring a mortgage loan as debtor-in-possession, could still attempt to assert that the transfer of a mortgage loan was not a sale. If such party’s challenge were successful, payments on the certificates would be reduced or delayed. Even if the challenge were not successful, payments on the certificates would be delayed while a court resolves the claim.
|
—
|
Goldman Sachs Mortgage Company, a sponsor and an originator, is an indirect, wholly owned subsidiary of Goldman Sachs Bank USA (“GS Bank”), a New York State chartered bank, the deposits of which are insured by the FDIC. The Bancorp Bank is a Delaware state-chartered bank, the deposits of which are insured by the FDIC. If GS Bank or The Bancorp Bank were to become subject to receivership, the proceeding would be administered by the FDIC under the Federal Deposit Insurance Act (the “FDIA”); likewise, if GS Bank or The Bancorp Bank were to become subject to conservatorship, the agency appointed as conservator would likely be the FDIC as well. The FDIA gives the FDIC the power to disaffirm or repudiate contracts to which a bank is party at the time of receivership or conservatorship and the performance of which the FDIC determines to be burdensome, in which case the counterparty to the contract has a claim for payment by the receivership or conservatorship estate of “actual direct compensatory damages” as of the date of receivership or conservatorship. The FDIC has adopted a rule, substantially revised and effective January 1, 2011, establishing a safe harbor (the “FDIC Safe Harbor”) from its repudiation powers for securitizations meeting the requirements of the rule (12 C.F.R. § 360.6). Neither the transfer of the applicable mortgage loans by Goldman Sachs Mortgage Company to the depositor nor the transfer of the applicable mortgage loans by The Bancorp Bank to the depositor will qualify for the FDIC Safe Harbor. However, the transfer by Goldman Sachs Mortgage Company is not a transfer by a bank, and in any event, even if the FDIC Safe Harbor were applicable to such transfer, the FDIC Safe Harbor is non-exclusive. Notwithstanding the foregoing and that true sale opinions will be rendered on the closing date, the FDIC, a creditor, bankruptcy trustee or another interested party, including an entity transferring a mortgage loan, as debtor-in-possession, could still attempt to assert that the transfer of a mortgage loan by any of the sponsors was not a sale.
|
n
|
Potential Conflicts of Interest of the Sponsors, Underwriters, the Master Servicer, the Special Servicer, the Operating Advisor, the Controlling Class Representative, the Holder of the Companion Loan, the COMM 2013-CCRE12 Controlling Class Representative or the Holder of a Mezzanine Loan
|
—
|
The sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the controlling class representative under the COMM 2013-CCRE12 pooling and servicing agreement or the holder of a mezzanine loan or any of their respective affiliates may have interests when dealing with the mortgage loans that are in conflict with those of holders of the offered certificates, especially if the sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the controlling class representative under the COMM 2013-CCRE12 pooling and servicing agreement or the holder of a mezzanine loan or any of their respective affiliates holds certificates, or has financial interests in or other financial dealings with a borrower or an affiliate of the borrower. Each of these relationships may create a conflict of interest and should be considered carefully by you before you invest in any offered certificates.
|
n
|
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans
|
—
|
The anticipated initial investor in certain of the subordinate certificates (the “B-Piece Buyer”) was given the opportunity by the sponsors to perform due diligence on the mortgage loans originally identified by the sponsors for inclusion in the issuing entity, and to request the removal, re-sizing or change in other features of some or all of the mortgage loans. The mortgage pool as originally proposed by the sponsors was adjusted based on some of these requests. In addition, the B-Piece Buyer received or may receive price adjustments or cost mitigation arrangements in connection with accepting certain mortgage loans in the mortgage pool. Actions of the B-Piece Buyer may be adverse to those of purchasers of the offered certificates.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
n
|
Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests
|
—
|
The originators, the sponsors and their affiliates (including certain of the underwriters) expect to derive ancillary benefits from this offering of offered certificates and their respective incentives may not be aligned with those of purchasers of the offered certificates. The sponsors originated or purchased the mortgage loans in order to securitize the mortgage loans by means of a transaction such as this offering of the offered certificates. The sponsors will sell the applicable mortgage loans to the depositor (an affiliate of Citigroup Global Markets RealtyCorp., one of the sponsors, and Citigroup Global Markets Inc., one of the underwriters) on the Closing Date in exchange for cash, derived from the sale of certificates to investors, and/or in exchange for certificates. A completed offering would reduce the originators’ exposure to the mortgage loans. The originators made the mortgage loans with a view toward securitizing them and distributing the exposure by means of a transaction such as this offering of the offered certificates. The offering of offered certificates will effectively transfer the originators’ exposure to the mortgage loans to purchasers of the offered certificates and the other certificates of the same series.
|
—
|
The originators, the sponsors and their affiliates expect to receive various benefits, including compensation, commissions, payments, rebates, remuneration and business opportunities in connection with or as a result of this offering of offered certificates and their interests in the mortgage loans.
|
—
|
Each of the foregoing relationships should be considered carefully by you before you invest in any offered certificates.
|
n
|
Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests
|
—
|
The activities and interests of the underwriters and their respective affiliates (collectively, the “Underwriter Entities”) will not align with, and may in fact be directly contrary to, those of the certificateholders. The Underwriter Entities are part of global investment banking, securities and investment management firms that provide a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As such, they actively make markets in and trade financial instruments for their own account and for the accounts of customers.
|
—
|
The Underwriter Entities’ activities include, among other things, executing large block trades and taking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities and instruments in which the Underwriter Entities take positions, or expect to take positions, include loans similar to the mortgage loans, securities and instruments similar to the offered certificates and other securities and instruments. Market making is an activity where the Underwriter Entities buy and sell on behalf of customers, or for their own account, to satisfy the expected demand of customers. By its nature, market making involves facilitating transactions among market participants that have differing views of securities and instruments. As a result, you should expect that the Underwriter Entities will take positions that are inconsistent with, or adverse to, the investment objectives of investors in the offered certificates.
|
—
|
If an Underwriter Entity becomes a holder of any of the certificates, through market-making activity or otherwise, any actions that it takes in its capacity as a certificateholder, including voting, providing consents or otherwise will not necessarily be aligned with the interests of other holders of the same class or other classes of the certificates.
|
—
|
In addition, the Underwriter Entities will have no obligation to monitor the performance of the certificates or the actions of the master servicer, the special servicer, the certificate administrator, the trustee or the operating advisor and will have no authority to advise the master servicer, the special servicer, the certificate administrator, the trustee or the operating advisor or to direct their actions.
|
—
|
Each of the foregoing relationships should be considered carefully by you before you invest in any offered certificates.
|
n
|
Other Rating Agencies May Assign Different Ratings to the Certificates
|
—
|
Other nationally recognized statistical rating organizations that the depositor did not engage to rate the offered certificates may nevertheless issue unsolicited credit ratings on one or more classes of offered certificates. If any such unsolicited ratings are issued, we cannot assure you that they will not be different from any ratings assigned by the rating agencies engaged by the depositor. The issuance of unsolicited ratings by any nationally recognized statistical rating organization on one or more classes of the offered certificates that are different from ratings assigned by a rating agency engaged by the depositor may adversely impact the liquidity, market value and regulatory characteristics of that class.
|
n
|
Tax Considerations
|
—
|
The offered certificates will be treated as regular interests in one or more real estate mortgage investment conduits (each a “REMIC”) for U.S. federal income tax purposes.
|
—
|
Special tax considerations may apply to certain types of investors. Prospective investors should consult their own tax advisors regarding tax implications of investment.
|
—
|
State and local income tax laws may differ substantially from the corresponding federal law. Prospective investors should consult with their own tax advisors with respect to the various state and local tax consequences of an investment in the certificates.
|
Distribution of Loan Purpose | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Loan Purpose
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
Refinance
|
39
|
$
|
613,112,523
|
70.7
|
%
|
$
|
15,720,834
|
1.52x
|
5.191%
|
104.0
|
65.9%
|
55.1%
|
||||||||||
Acquisition
|
22
|
234,727,305
|
27.1
|
$
|
10,669,423
|
1.76x
|
4.964%
|
105.3
|
62.9%
|
57.3%
|
||||||||||||
Recapitalization
|
3
|
15,395,247
|
1.8
|
$
|
5,131,749
|
1.60x
|
5.163%
|
119.0
|
67.8%
|
54.1%
|
||||||||||||
Acquisition & Refinance
|
1
|
3,795,912
|
0.4
|
$
|
3,795,912
|
1.58x
|
5.592%
|
59.0
|
74.4%
|
69.3%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Distribution of Amortization Types(1)(2) | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Amortization Type
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
Amortizing (16 Years)
|
1
|
$
|
15,051,409
|
1.7
|
%
|
$
|
15,051,409
|
1.62x
|
5.642%
|
119.0
|
61.9%
|
27.5%
|
||||||||||
Amortizing (23 Years)
|
1
|
6,987,202
|
0.8
|
$
|
6,987,202
|
1.61x
|
5.425%
|
119.0
|
71.7%
|
51.6%
|
||||||||||||
Amortizing (25 Years)
|
5
|
72,077,492
|
8.3
|
$
|
14,415,498
|
1.45x
|
5.425%
|
89.0
|
65.6%
|
49.8%
|
||||||||||||
Amortizing (27.5 Years)
|
1
|
4,993,848
|
0.6
|
$
|
4,993,848
|
1.81x
|
5.828%
|
119.0
|
69.4%
|
56.3%
|
||||||||||||
Amortizing (30 Years)
|
30
|
276,988,016
|
31.9
|
$
|
9,232,934
|
1.54x
|
5.152%
|
113.8
|
66.8%
|
55.5%
|
||||||||||||
Amortizing (30 Years) - ARD
|
1
|
14,382,375
|
1.7
|
$
|
14,382,375
|
1.43x
|
4.900%
|
119.0
|
65.8%
|
54.0%
|
||||||||||||
Interest Only, Then Amortizing
|
17
|
346,109,500
|
39.9
|
$
|
20,359,382
|
1.40x
|
5.153%
|
99.4
|
69.2%
|
60.5%
|
||||||||||||
Interest Only
|
9
|
130,441,145
|
15.0
|
$
|
14,493,461
|
2.26x
|
4.789%
|
101.8
|
50.4%
|
50.4%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
(1) All of the mortgage loans will have balloon payments at maturity date.
|
||||||||||||||||||||||
(2) Original partial interest only months range from 11 to 60 months.
|
||||||||||||||||||||||
Distribution of Cut-off Date Balances | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Range of Cut-off Balances ($)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
1,997,899 - 4,999,999
|
14
|
$
|
51,850,756
|
6.0
|
%
|
$
|
3,703,625
|
1.53x
|
5.381%
|
114.0
|
68.4%
|
57.9%
|
||||||||||
5,000,000 - 9,999,999
|
29
|
227,853,969
|
26.3
|
$
|
7,857,033
|
1.59x
|
5.129%
|
109.7
|
68.6%
|
58.6%
|
||||||||||||
10,000,000 - 14,999,999
|
10
|
123,370,458
|
14.2
|
$
|
12,337,046
|
1.71x
|
5.070%
|
100.6
|
67.6%
|
57.6%
|
||||||||||||
15,000,000 - 19,999,999
|
5
|
83,156,282
|
9.6
|
$
|
16,631,256
|
2.02x
|
4.947%
|
118.4
|
60.7%
|
47.1%
|
||||||||||||
20,000,000 - 29,999,999
|
2
|
49,062,500
|
5.7
|
$
|
24,531,250
|
1.57x
|
5.056%
|
118.4
|
74.1%
|
62.5%
|
||||||||||||
30,000,000 - 49,999,999
|
1
|
34,834,936
|
4.0
|
$
|
34,834,936
|
1.40x
|
5.265%
|
57.0
|
65.7%
|
53.7%
|
||||||||||||
50,000,000 - 69,999,999
|
1
|
50,000,000
|
5.8
|
$
|
50,000,000
|
1.74x
|
5.123%
|
118.0
|
45.5%
|
45.5%
|
||||||||||||
70,000,000 - 89,999,999
|
2
|
154,902,085
|
17.9
|
$
|
77,451,043
|
1.47x
|
5.069%
|
118.0
|
61.2%
|
53.1%
|
||||||||||||
90,000,000 - 92,000,000
|
1
|
92,000,000
|
10.6
|
$
|
92,000,000
|
1.24x
|
5.340%
|
59.0
|
68.1%
|
59.8%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
$
|
1,997,899
|
||||||||||||||||||||
Max
|
$
|
92,000,000
|
||||||||||||||||||||
Average
|
$
|
13,338,938
|
|
||||||||||||||||||||||
Distribution of Underwritten Debt Service Coverage Ratios | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Underwritten Debt Service
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Coverage Ratios (x)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
1.24 - 1.29
|
4
|
$
|
182,176,311
|
21.0
|
%
|
$
|
45,544,078
|
1.24x
|
5.290%
|
87.8
|
66.3%
|
59.4%
|
||||||||||
1.30 - 1.39
|
10
|
66,425,578
|
7.7
|
$
|
6,642,558
|
1.34x
|
5.369%
|
107.7
|
73.5%
|
62.5%
|
||||||||||||
1.40 - 1.49
|
14
|
142,875,415
|
16.5
|
$
|
10,205,387
|
1.44x
|
5.170%
|
103.8
|
68.9%
|
56.6%
|
||||||||||||
1.50 - 1.59
|
18
|
199,473,761
|
23.0
|
$
|
11,081,876
|
1.55x
|
5.162%
|
114.8
|
70.1%
|
58.1%
|
||||||||||||
1.60 - 1.69
|
6
|
121,713,417
|
14.0
|
$
|
20,285,569
|
1.67x
|
5.033%
|
114.5
|
62.4%
|
47.7%
|
||||||||||||
1.70 - 1.79
|
3
|
60,657,165
|
7.0
|
$
|
20,219,055
|
1.74x
|
5.081%
|
112.0
|
49.8%
|
48.4%
|
||||||||||||
1.80 - 1.89
|
2
|
7,391,196
|
0.9
|
$
|
3,695,598
|
1.82x
|
5.705%
|
119.0
|
65.7%
|
53.8%
|
||||||||||||
1.90 - 3.91
|
8
|
86,318,145
|
10.0
|
$
|
10,789,768
|
2.59x
|
4.596%
|
93.6
|
53.5%
|
52.4%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
1.24
|
|||||||||||||||||||||
Max
|
3.91
|
|||||||||||||||||||||
Average
|
1.59
|
|||||||||||||||||||||
Distribution of Mortgage Interest Rates | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Range of Mortgage Interest Rates (%)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
4.330 - 4.490
|
4
|
$
|
51,025,145
|
5.9
|
%
|
$
|
12,756,286
|
2.83x
|
4.360%
|
76.5
|
53.0%
|
53.0%
|
||||||||||
4.500 - 4.749
|
2
|
17,335,000
|
2.0
|
$
|
8,667,500
|
1.58x
|
4.666%
|
59.0
|
74.6%
|
66.6%
|
||||||||||||
4.750 - 4.999
|
13
|
224,536,033
|
25.9
|
$
|
17,272,003
|
1.63x
|
4.910%
|
117.2
|
66.3%
|
55.6%
|
||||||||||||
5.000 - 5.249
|
16
|
184,464,162
|
21.3
|
$
|
11,529,010
|
1.64x
|
5.104%
|
118.2
|
62.8%
|
55.2%
|
||||||||||||
5.250 - 5.499
|
18
|
301,451,690
|
34.8
|
$
|
16,747,316
|
1.34x
|
5.313%
|
92.8
|
66.9%
|
57.2%
|
||||||||||||
5.500 - 5.749
|
9
|
66,045,138
|
7.6
|
$
|
7,338,349
|
1.50x
|
5.607%
|
115.2
|
65.8%
|
48.1%
|
||||||||||||
5.750 - 5.876
|
3
|
22,173,819
|
2.6
|
$
|
7,391,273
|
1.48x
|
5.836%
|
86.6
|
68.9%
|
60.4%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
4.330%
|
|||||||||||||||||||||
Max
|
5.876%
|
|||||||||||||||||||||
Average
|
5.131%
|
Distribution of Cut-off Date Loan-to-Value Ratios(1) | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Cut-off Date Loan-to-Value
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Ratios (%)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
24.6 - 44.9
|
1
|
$
|
16,000,000
|
1.8
|
%
|
$
|
16,000,000
|
3.91x
|
4.426%
|
117.0
|
24.6%
|
24.6%
|
||||||||||
45.0 - 49.9
|
2
|
59,200,000
|
6.8
|
$
|
29,600,000
|
1.81x
|
5.077%
|
118.0
|
46.2%
|
46.2%
|
||||||||||||
50.0 - 54.9
|
2
|
14,718,203
|
1.7
|
$
|
7,359,102
|
1.98x
|
5.310%
|
118.4
|
53.8%
|
49.5%
|
||||||||||||
55.0 - 59.9
|
5
|
101,064,079
|
11.7
|
$
|
20,212,816
|
1.79x
|
4.932%
|
118.9
|
59.1%
|
48.9%
|
||||||||||||
60.0 - 64.9
|
8
|
128,653,983
|
14.8
|
$
|
16,081,748
|
1.43x
|
5.267%
|
112.9
|
62.5%
|
53.8%
|
||||||||||||
65.0 - 69.9
|
17
|
273,502,820
|
31.5
|
$
|
16,088,401
|
1.49x
|
5.185%
|
85.1
|
67.3%
|
56.8%
|
||||||||||||
70.0 - 74.9
|
24
|
191,191,635
|
22.1
|
$
|
7,966,318
|
1.47x
|
5.133%
|
109.9
|
72.9%
|
61.1%
|
||||||||||||
75.0 - 75.5
|
6
|
82,700,268
|
9.5
|
$
|
13,783,378
|
1.48x
|
5.120%
|
110.3
|
75.2%
|
65.0%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
(1) Cut-off Date LTV Ratio is calculated net of a related capital improvement reserve for 1 of the mortgage loans.
|
||||||||||||||||||||||
Min
|
24.6%
|
|||||||||||||||||||||
Max
|
75.5%
|
|||||||||||||||||||||
Average
|
65.2%
|
|||||||||||||||||||||
Distribution of Maturity Date/ARD Loan-to-Value Ratios(1) | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Maturity Date/ARD Loan-to-
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Value Ratios (%)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
24.6 - 39.9
|
2
|
$
|
31,051,409
|
3.6
|
%
|
$
|
15,525,705
|
2.80x
|
5.015%
|
118.0
|
42.7%
|
26.0%
|
||||||||||
40.0 - 44.9
|
2
|
18,920,689
|
2.2
|
$
|
9,460,345
|
1.50x
|
5.547%
|
119.0
|
64.2%
|
42.9%
|
||||||||||||
45.0 - 49.9
|
6
|
160,613,285
|
18.5
|
$
|
26,768,881
|
1.75x
|
5.015%
|
118.6
|
54.8%
|
47.5%
|
||||||||||||
50.0 - 54.9
|
13
|
130,126,340
|
15.0
|
$
|
10,009,718
|
1.55x
|
5.235%
|
102.0
|
64.8%
|
53.0%
|
||||||||||||
55.0 - 59.9
|
14
|
257,733,835
|
29.7
|
$
|
18,409,560
|
1.36x
|
5.253%
|
96.8
|
66.7%
|
58.4%
|
||||||||||||
60.0 - 64.9
|
19
|
193,459,385
|
22.3
|
$
|
10,182,073
|
1.53x
|
5.060%
|
112.6
|
72.9%
|
62.0%
|
||||||||||||
65.0 - 69.9
|
7
|
54,888,275
|
6.3
|
$
|
7,841,182
|
1.87x
|
4.723%
|
80.2
|
71.3%
|
67.2%
|
||||||||||||
70.0 - 71.3
|
2
|
20,237,768
|
2.3
|
$
|
10,118,884
|
1.42x
|
5.394%
|
59.0
|
75.2%
|
70.8%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
(1) Maturity Date Loan-to-Value Ratio is calculated on the basis of the “as stabilized” appraised value for 12 mortgage loans.
|
||||||||||||||||||||||
Min
|
24.6%
|
|||||||||||||||||||||
Max
|
71.3%
|
|||||||||||||||||||||
Average
|
55.7%
|
Distribution of Original Terms to Maturity/ARD | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Original Term to Maturity/ARD (Mos)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
60 - 60
|
10
|
$
|
201,195,979
|
23.2
|
%
|
$
|
20,119,598
|
1.52x
|
5.113%
|
58.5
|
68.6%
|
61.5%
|
||||||||||
61 - 120
|
55
|
665,835,008
|
76.8
|
$
|
12,106,091
|
1.61x
|
5.136%
|
118.3
|
64.1%
|
54.0%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
60
|
months
|
||||||||||||||||||||
Max
|
120
|
months
|
||||||||||||||||||||
Average
|
106
|
months
|
||||||||||||||||||||
Distribution of Remaining Terms to Maturity/ARD | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Remaining Term to
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Maturity/ARD (Mos)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
57 - 60
|
10
|
$
|
201,195,979
|
23.2
|
%
|
$
|
20,119,598
|
1.52x
|
5.113%
|
58.5
|
68.6%
|
61.5%
|
||||||||||
117 - 119
|
55
|
665,835,008
|
76.8
|
$
|
12,106,091
|
1.61x
|
5.136%
|
118.3
|
64.1%
|
54.0%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
57
|
months
|
||||||||||||||||||||
Max
|
119
|
months
|
||||||||||||||||||||
Average
|
104
|
months
|
||||||||||||||||||||
Distribution of Original Amortization Terms | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Original Amortization Terms (Mos)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
Interest Only
|
9
|
$
|
130,441,145
|
15.0
|
%
|
$
|
14,493,461
|
2.26x
|
4.789%
|
101.8
|
50.4%
|
50.4%
|
||||||||||
192 - 300
|
7
|
94,116,103
|
10.9
|
$
|
13,445,158
|
1.49x
|
5.460%
|
96.1
|
65.5%
|
46.4%
|
||||||||||||
301 - 360
|
49
|
642,473,739
|
74.1
|
$
|
13,111,709
|
1.46x
|
5.152%
|
106.2
|
68.1%
|
58.2%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
192
|
months
|
||||||||||||||||||||
Max
|
360
|
months
|
||||||||||||||||||||
Average
|
350
|
months
|
|
||||||||||||||||||||||
Distribution of Remaining Amortization Terms | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Remaining Amortization
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Terms (Mos)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
Interest Only
|
9
|
$
|
130,441,145
|
15.0
|
%
|
$
|
14,493,461
|
2.26x
|
4.789%
|
101.8
|
50.4%
|
50.4%
|
||||||||||
191 - 300
|
7
|
94,116,103
|
10.9
|
$
|
13,445,158
|
1.49x
|
5.460%
|
96.1
|
65.5%
|
46.4%
|
||||||||||||
301 - 360
|
49
|
642,473,739
|
74.1
|
$
|
13,111,709
|
1.46x
|
5.152%
|
106.2
|
68.1%
|
58.2%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
191
|
months
|
||||||||||||||||||||
Max
|
360
|
months
|
||||||||||||||||||||
Average
|
349
|
months
|
||||||||||||||||||||
Mortgage Loans with Original Partial Interest Only Period | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Original Partial Interest Only
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Period (Mos)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
11 - 12
|
9
|
$
|
213,339,500
|
24.6
|
%
|
$
|
23,704,389
|
1.45x
|
5.168%
|
93.0
|
70.4%
|
60.2%
|
||||||||||
13 - 24
|
5
|
$
|
45,970,000
|
5.3
|
%
|
$
|
9,194,000
|
1.50x
|
4.939%
|
95.7
|
72.7%
|
63.8%
|
||||||||||
25 - 36
|
1
|
$
|
3,800,000
|
0.4
|
%
|
$
|
3,800,000
|
1.30x
|
5.050%
|
119.0
|
74.5%
|
66.0%
|
||||||||||
37 - 48
|
1
|
$
|
8,000,000
|
0.9
|
%
|
$
|
8,000,000
|
1.29x
|
5.110%
|
119.0
|
75.5%
|
68.4%
|
||||||||||
49 - 60
|
1
|
$
|
75,000,000
|
8.7
|
%
|
$
|
75,000,000
|
1.24x
|
5.250%
|
117.0
|
62.7%
|
58.0%
|
||||||||||
Distribution of Prepayment Provisions | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
||||||||||||||
Prepayment Provision
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
Defeasance
|
59
|
$
|
635,380,245
|
73.3
|
%
|
$
|
10,769,157
|
1.63x
|
5.133%
|
107.9
|
65.4%
|
56.7%
|
||||||||||
Yield Maintenance
|
6
|
231,650,743
|
26.7
|
$
|
38,608,457
|
1.48x
|
5.126%
|
95.0
|
64.5%
|
52.9%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
|
||||||||||||||||||||||
Distribution of Debt Yields on Underwritten Net Operating Income | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Debt Yields on Underwritten
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Net Operating Income (%)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
8.0 - 8.9
|
5
|
$
|
186,926,311
|
21.6
|
%
|
$
|
37,385,262
|
1.25x
|
5.290%
|
88.6
|
66.3%
|
59.5%
|
||||||||||
9.0 - 9.9
|
10
|
116,132,744
|
13.4
|
$
|
11,613,274
|
1.52x
|
5.146%
|
118.3
|
60.3%
|
53.6%
|
||||||||||||
10.0 - 10.9
|
20
|
218,010,552
|
25.1
|
$
|
10,900,528
|
1.55x
|
5.042%
|
116.2
|
70.8%
|
59.9%
|
||||||||||||
11.0 - 11.9
|
14
|
188,439,282
|
21.7
|
$
|
13,459,949
|
1.68x
|
5.018%
|
102.7
|
65.0%
|
55.1%
|
||||||||||||
12.0 - 12.9
|
9
|
90,537,347
|
10.4
|
$
|
10,059,705
|
1.57x
|
5.368%
|
92.5
|
65.1%
|
51.7%
|
||||||||||||
13.0 - 13.9
|
3
|
20,312,493
|
2.3
|
$
|
6,770,831
|
2.46x
|
4.585%
|
82.7
|
61.7%
|
60.6%
|
||||||||||||
14.0 - 18.8
|
4
|
46,672,257
|
5.4
|
$
|
11,668,064
|
2.54x
|
5.103%
|
118.3
|
48.9%
|
34.4%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
8.0%
|
|||||||||||||||||||||
Max
|
18.8%
|
|||||||||||||||||||||
Average
|
10.8%
|
|||||||||||||||||||||
Distribution of Debt Yields on Underwritten Net Cash Flow | ||||||||||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||||||||
Average Debt
|
Weighted
|
Average
|
Weighted
|
|||||||||||||||||||
Number of
|
Service
|
Average
|
Remaining
|
Weighted
|
Average
|
|||||||||||||||||
Range of Debt Yields on Underwritten
|
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Mortgage
|
Terms to
|
Average Cut-
|
Maturity
|
|||||||||||||
Net Cash Flow (%)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Interest Rate
|
Maturity (Mos)
|
off Date LTV
|
Date LTV
|
|||||||||||||
8.0 - 8.9
|
10
|
$
|
222,518,406
|
25.7
|
%
|
$
|
22,251,841
|
1.26x
|
5.283%
|
93.3
|
67.3%
|
59.8%
|
||||||||||
9.0 - 9.9
|
21
|
210,813,029
|
24.3
|
$
|
10,038,716
|
1.56x
|
5.088%
|
109.0
|
65.4%
|
57.6%
|
||||||||||||
10.0 - 10.9
|
19
|
312,810,403
|
36.1
|
$
|
16,463,705
|
1.62x
|
5.040%
|
106.2
|
66.4%
|
55.5%
|
||||||||||||
11.0 - 11.9
|
8
|
58,892,341
|
6.8
|
$
|
7,361,543
|
1.87x
|
5.209%
|
106.4
|
63.3%
|
52.3%
|
||||||||||||
12.0 - 12.9
|
3
|
15,324,550
|
1.8
|
$
|
5,108,183
|
2.00x
|
5.167%
|
118.6
|
63.1%
|
52.4%
|
||||||||||||
13.0 - 13.9
|
2
|
15,620,848
|
1.8
|
$
|
7,810,424
|
2.03x
|
5.276%
|
119.0
|
61.2%
|
51.0%
|
||||||||||||
14.0 - 17.6
|
2
|
31,051,409
|
3.6
|
$
|
15,525,705
|
2.80x
|
5.015%
|
118.0
|
42.7%
|
26.0%
|
||||||||||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
$
|
13,338,938
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
||||||||||
Min
|
8.0%
|
|||||||||||||||||||||
Max
|
17.6%
|
|||||||||||||||||||||
Average
|
10.0%
|
Distribution of Lockbox Types
|
||||||||
Number of
|
||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
||||||
Lockbox Type
|
Loans
|
Balance
|
Balance
|
|||||
Hard
|
22
|
$
|
449,216,977
|
51.8
|
%
|
|||
Springing
|
25
|
259,049,358
|
29.9
|
|||||
Soft Springing
|
8
|
96,273,068
|
11.1
|
|||||
None
|
5
|
42,640,060
|
4.9
|
|||||
Soft
|
5
|
19,851,525
|
2.3
|
|||||
Total/Avg./Wtd.Avg.
|
65
|
$
|
867,030,987
|
100.0
|
%
|
|||
Distribution of Escrows | ||||||||
Number of
|
||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
||||||
Escrow Type
|
Loans
|
Balance
|
Balance
|
|||||
Replacement Reserves(1)
|
58
|
$
|
702,431,127
|
81.0
|
%
|
|||
Real Estate Tax
|
59
|
$
|
806,895,603
|
93.1
|
%
|
|||
Insurance
|
45
|
$
|
474,082,436
|
54.7
|
%
|
|||
TI/LC(2)
|
38
|
$
|
547,920,211
|
79.0
|
%
|
Weighted
|
||||||||||||||||||||||
Weighted
|
Weighted
|
Average
|
||||||||||||||||||||
Average Debt
|
Average
|
Remaining
|
Weighted
|
Weighted
|
||||||||||||||||||
Number of
|
Service
|
Mortgage
|
Terms to
|
Average Cut-
|
Average
|
|||||||||||||||||
Mortgaged
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Maturity
|
off Date
|
Maturity
|
||||||||||||||
Property Type / Detail
|
Properties
|
Balance(1) |
Balance
|
Date Balance
|
Ratio(2)
|
Rate(2)
|
(Mos)(2)
|
LTV(2)
|
Date LTV(2)
|
|||||||||||||
Retail
|
31
|
$
|
425,626,178
|
49.1
|
%
|
$
|
13,729,877
|
1.53x
|
5.093%
|
116.6
|
66.8%
|
57.1%
|
||||||||||
Anchored
|
18
|
202,437,387
|
23.3
|
$
|
11,246,521
|
1.56x
|
5.050%
|
116.1
|
71.3%
|
60.8%
|
||||||||||||
Outlet Mall
|
1
|
79,902,085
|
9.2
|
$
|
79,902,085
|
1.69x
|
4.900%
|
119.0
|
59.7%
|
48.5%
|
||||||||||||
Super Regional Mall
|
1
|
75,000,000
|
8.7
|
$
|
75,000,000
|
1.24x
|
5.250%
|
117.0
|
62.7%
|
58.0%
|
||||||||||||
Unanchored
|
6
|
34,195,484
|
3.9
|
$
|
5,699,247
|
1.57x
|
5.439%
|
111.8
|
66.0%
|
55.6%
|
||||||||||||
Single Tenant Retail
|
3
|
20,466,935
|
2.4
|
$
|
6,822,312
|
1.44x
|
5.076%
|
118.8
|
66.3%
|
52.9%
|
||||||||||||
Shadow Anchored
|
2
|
13,624,287
|
1.6
|
$
|
6,812,143
|
1.84x
|
5.173%
|
118.0
|
65.5%
|
58.7%
|
||||||||||||
Office
|
10
|
$
|
172,260,814
|
19.9
|
%
|
$
|
17,226,081
|
1.56x
|
5.136%
|
70.3
|
67.9%
|
60.8%
|
||||||||||
CBD
|
2
|
102,627,000
|
11.8
|
$
|
51,313,500
|
1.33x
|
5.307%
|
65.2
|
67.0%
|
58.6%
|
||||||||||||
General Suburban
|
5
|
46,752,316
|
5.4
|
$
|
9,350,463
|
2.14x
|
4.596%
|
73.2
|
66.5%
|
62.4%
|
||||||||||||
General Urban
|
1
|
11,987,768
|
1.4
|
$
|
11,987,768
|
1.35x
|
5.876%
|
59.0
|
75.4%
|
70.5%
|
||||||||||||
Medical
|
2
|
10,893,731
|
1.3
|
$
|
5,446,865
|
1.44x
|
5.024%
|
118.7
|
74.0%
|
63.3%
|
||||||||||||
Hospitality
|
7
|
$
|
98,128,901
|
11.3
|
%
|
$
|
14,018,414
|
1.49x
|
5.411%
|
97.0
|
65.7%
|
47.1%
|
||||||||||
Full Service
|
2
|
49,886,346
|
5.8
|
$
|
24,943,173
|
1.47x
|
5.379%
|
75.7
|
64.6%
|
45.8%
|
||||||||||||
Limited Service
|
5
|
48,242,556
|
5.6
|
$
|
9,648,511
|
1.51x
|
5.444%
|
119.0
|
66.9%
|
48.4%
|
||||||||||||
Mixed Use
|
5
|
$
|
82,465,002
|
9.5
|
%
|
$
|
16,493,000
|
2.11x
|
4.981%
|
113.3
|
46.7%
|
44.7%
|
||||||||||
Retail/Office
|
1
|
50,000,000
|
5.8
|
$
|
50,000,000
|
1.74x
|
5.123%
|
118.0
|
45.5%
|
45.5%
|
||||||||||||
Office/Retail
|
1
|
16,000,000
|
1.8
|
$
|
16,000,000
|
3.91x
|
4.426%
|
117.0
|
24.6%
|
24.6%
|
||||||||||||
Multifamily/Retail
|
1
|
7,176,311
|
0.8
|
$
|
7,176,311
|
1.29x
|
5.280%
|
117.0
|
71.4%
|
59.4%
|
||||||||||||
Multifamily/Office
|
1
|
6,217,218
|
0.7
|
$
|
6,217,218
|
1.73x
|
4.785%
|
59.0
|
74.0%
|
68.1%
|
||||||||||||
Office/Flex/Retail
|
1
|
3,071,473
|
0.4
|
$
|
3,071,473
|
1.41x
|
5.250%
|
119.0
|
67.3%
|
55.8%
|
||||||||||||
Multifamily
|
8
|
$
|
51,271,630
|
5.9
|
%
|
$
|
6,408,954
|
1.49x
|
5.076%
|
107.8
|
71.6%
|
60.9%
|
||||||||||
Garden
|
8
|
51,271,630
|
5.9
|
$
|
6,408,954
|
1.49x
|
5.076%
|
107.8
|
71.6%
|
60.9%
|
||||||||||||
Self Storage
|
5
|
$
|
24,468,140
|
2.8
|
% |
$
|
4,893,628
|
1.71x
|
5.179%
|
118.1
|
62.5%
|
55.2%
|
||||||||||
Industrial
|
4
|
$
|
12,810,322
|
1.5
|
%
|
$
|
3,202,580
|
1.44x
|
5.262%
|
119.0
|
69.9%
|
58.0%
|
||||||||||
Office/Flex
|
4
|
12,810,322
|
1.5
|
$
|
3,202,580
|
1.44x
|
5.262%
|
119.0
|
69.9%
|
58.0%
|
||||||||||||
Total / Wtd Avg
|
70
|
$
|
867,030,987
|
100.0
|
%
|
$
|
12,386,157
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
(1) Calculated based on the mortgaged property’s allocated loan amount for the mortgage loans secured by more than one mortgaged property.
|
(2) Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
|
Weighted
|
||||||||||||||||||||||
Weighted
|
Weighted
|
Average
|
||||||||||||||||||||
Average Debt
|
Average
|
Remaining
|
Weighted
|
Weighted
|
||||||||||||||||||
Number of
|
Service
|
Mortgage
|
Terms to
|
Average Cut-
|
Average
|
|||||||||||||||||
Mortgaged
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Maturity
|
off Date
|
Maturity
|
||||||||||||||
Property Location
|
Properties
|
Balance(1) |
Balance
|
Date Balance
|
Ratio(2)
|
Rate(2)
|
(Mos)(2)
|
LTV(2)
|
Date LTV(2)
|
|||||||||||||
Ohio
|
3
|
$
|
104,193,731
|
12.0
|
%
|
$
|
34,731,244
|
1.27x
|
5.330%
|
65.9
|
68.4%
|
59.8%
|
||||||||||
California
|
3
|
80,334,925
|
9.3
|
$
|
26,778,308
|
1.66x
|
5.069%
|
118.4
|
56.4%
|
51.7%
|
||||||||||||
Georgia
|
1
|
79,902,085
|
9.2
|
$
|
79,902,085
|
1.69x
|
4.900%
|
119.0
|
59.7%
|
48.5%
|
||||||||||||
Nevada
|
1
|
75,000,000
|
8.7
|
$
|
75,000,000
|
1.24x
|
5.250%
|
117.0
|
62.7%
|
58.0%
|
||||||||||||
Florida
|
11
|
70,727,392
|
8.2
|
$
|
6,429,763
|
1.48x
|
5.352%
|
118.5
|
68.4%
|
55.9%
|
||||||||||||
New York
|
6
|
63,775,145
|
7.4
|
$
|
10,629,191
|
2.56x
|
4.502%
|
84.9
|
56.6%
|
55.3%
|
||||||||||||
New Jersey
|
2
|
39,574,905
|
4.6
|
$
|
19,787,452
|
1.41x
|
5.274%
|
64.3
|
65.3%
|
53.5%
|
||||||||||||
North Carolina
|
6
|
39,102,200
|
4.5
|
$
|
6,517,033
|
1.67x
|
5.174%
|
106.1
|
67.2%
|
59.1%
|
||||||||||||
Michigan
|
9
|
38,391,842
|
4.4
|
$
|
4,265,760
|
1.56x
|
5.139%
|
104.7
|
69.9%
|
56.7%
|
||||||||||||
Illinois
|
4
|
33,623,942
|
3.9
|
$
|
8,405,985
|
1.74x
|
4.955%
|
107.9
|
64.1%
|
54.5%
|
||||||||||||
Oregon
|
2
|
28,154,873
|
3.2
|
$
|
14,077,436
|
1.77x
|
4.795%
|
118.0
|
60.3%
|
52.3%
|
||||||||||||
Louisiana
|
1
|
27,500,000
|
3.2
|
$
|
27,500,000
|
1.59x
|
5.115%
|
118.0
|
73.4%
|
61.9%
|
||||||||||||
South Carolina
|
4
|
24,957,826
|
2.9
|
$
|
6,239,456
|
1.36x
|
5.254%
|
109.0
|
73.3%
|
63.4%
|
||||||||||||
Texas
|
3
|
22,717,259
|
2.6
|
$
|
7,572,420
|
1.69x
|
5.433%
|
86.9
|
69.6%
|
64.4%
|
||||||||||||
Pennsylvania
|
2
|
22,215,337
|
2.6
|
$
|
11,107,669
|
1.49x
|
5.499%
|
119.0
|
67.2%
|
44.6%
|
||||||||||||
Tennessee
|
1
|
21,562,500
|
2.5
|
$
|
21,562,500
|
1.55x
|
4.980%
|
119.0
|
75.0%
|
63.3%
|
||||||||||||
Virginia
|
2
|
18,536,311
|
2.1
|
$
|
9,268,155
|
1.46x
|
5.206%
|
117.6
|
69.8%
|
59.6%
|
||||||||||||
Arizona
|
2
|
15,467,463
|
1.8
|
$
|
7,733,731
|
1.59x
|
5.251%
|
118.1
|
68.1%
|
56.6%
|
||||||||||||
West Virginia
|
1
|
15,300,000
|
1.8
|
$
|
15,300,000
|
1.47x
|
4.980%
|
119.0
|
75.0%
|
63.3%
|
||||||||||||
Missouri
|
1
|
15,051,409
|
1.7
|
$
|
15,051,409
|
1.62x
|
5.642%
|
119.0
|
61.9%
|
27.5%
|
||||||||||||
Colorado
|
2
|
13,303,093
|
1.5
|
$
|
6,651,546
|
1.42x
|
5.486%
|
118.4
|
70.6%
|
58.5%
|
||||||||||||
Maryland
|
1
|
8,200,000
|
0.9
|
$
|
8,200,000
|
1.48x
|
4.980%
|
119.0
|
71.3%
|
60.2%
|
||||||||||||
Washington
|
1
|
6,542,057
|
0.8
|
$
|
6,542,057
|
1.32x
|
4.950%
|
119.0
|
71.9%
|
59.1%
|
||||||||||||
Oklahoma
|
1
|
2,896,692
|
0.3
|
$
|
2,896,692
|
1.35x
|
5.280%
|
119.0
|
74.5%
|
61.8%
|
||||||||||||
Total
|
70
|
$
|
867,030,987
|
100.0
|
%
|
$
|
12,386,157
|
1.59x
|
5.131%
|
104.5
|
65.2%
|
55.7%
|
(1) Calculated based on the mortgaged property’s allocated loan amount for the mortgage loans secured by more than one mortgaged property.
|
(2) Weighted average based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
CONTACT INFORMATION
|
CONTENTS
|
||||
Depositor
|
Citigroup Commercial Mortgage Securities Inc.
|
Distribution Summary
|
2
|
||
388 Greenwich Street, 19th Floor
|
|||||
New York City, NY 10013
|
Distribution Summary (Factors)
|
3
|
|||
Interest Distribution Detail
|
4
|
||||
Master Servicer
|
Wells Fargo Bank, National Association
|
||||
550 South Tryon Street
|
Principal Distribution Detail
|
5
|
|||
Charlotte, NC 28202
|
|
|
|||
Reconciliation Detail
|
6
|
||||
Trustee
|
U.S. Bank National Association
|
Stratification Detail
|
7
|
||
|
100 South LaSalle Street
|
||||
7th Floor
|
Mortgage Loan Detail
|
11
|
|||
Chicago, IL 60603
|
|||||
NOI Detail
|
12 | ||||
Special Servicer
|
LNR Partners, LLC,
|
Delinquency Loan Detail
|
13
|
||
a Florida limited liability company
|
|||||
1601 Washington Avenue
|
Appraisal Reduction Detail
|
15
|
|||
Suite 700
|
|||||
Miami Beach, Florida 33139 |
Loan Modification Detail
|
17
|
|||
Specially Serviced Loan Detail
|
19
|
||||
Unscheduled Principal Detail
|
21
|
||||
Liquidated Loan Detail
|
23
|
||||
|
Deal Contact:
|
John Hannon
|
Citibank, N.A.
|
||
john.hannon@citi.com
|
Agency and Trust
|
|||
Tel: (212) 816-5693
|
388 Greenwich Street, 14th Floor
|
|||
Fax: (212) 816-5527
|
New York, NY 10013
|
|||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Prior
|
Pass-
|
Accrual
|
Yield
|
Prepayment
|
Current
|
||||||||
Original
|
Principal
|
Through
|
Day Count
|
Accrual
|
Interest
|
Principal
|
Maintenance
|
Penalties
|
Total
|
Deferred
|
Realized
|
Principal
|
|
Class
|
Balance
|
Balance
|
Rate
|
Fraction
|
Dates
|
Distributed
|
Distributed
|
Distributed
|
Distributed
|
Distributed
|
Interest
|
Loss
|
Balance
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
(7)
|
(8)
|
(9)
|
(10)
|
(11)=(7+8+9+10)
|
(12)
|
(13)
|
(14)=(3-8+12-13)
|
Totals |
Totals |
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
|
|
|
|||||||||
Class
|
CUSIP
|
Record
Date |
Prior
Principal Balance (3/2 x 1000) |
Interest
Distributed (7/2 x 1000)
|
Principal
Distributed (8/2 x 1000) |
Yield
Maintenance Distributed (9)/(2) x 1000 |
Prepayment
Penalties Distributed
(10)/(2) x 1000 |
Total
Distributed (11/2 x 1000) |
Deferred
Interest (12/2 x 1000) |
Realized
Loss (13/2 x 1000) |
Current
Principal Balance (142 x 1000) |
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Prior
|
Pass-
|
Next Pass-
|
Accrual
|
Optimal
|
Prior
|
Interest on
|
Non-Recov.
|
Current
|
||||
Principal
|
Through
|
Through
|
Day Count
|
Accrued
|
Unpaid
|
Prior Unpaid
|
Interest
|
Interest
|
Deferred
|
Interest
|
Unpaid
|
|
Class
|
Balance
|
Rate
|
Rate
|
Fraction
|
Interest
|
Interest
|
Interest
|
Shortfall
|
Due
|
Interest
|
Distributed
|
Interest
|
(1)
|
(2)
|
(3)
|
(4)
|
(5)
|
(6)
|
(7)
|
(8)
|
(9)
|
(10)=(6)+(7)+(8)-(9)
|
(11)
|
(12)
|
(13)=(10)-(11)-(12)
|
Totals | 0.00 | 0.96 | 0.00 | 0.00 | 0.00 | 0.96 | 0.00 | 0.96 | 0.00 | |||
Notional Classes
|
||||||||||||
Totals | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Class
(1)
|
Original
Balance (2) |
Prior
Principal Balance (3) |
Scheduled
Principal Distribution (4) |
Unscheduled
Principal Distribution (5) |
Accreted
Principal (6) |
Current
Realized Loss (7) |
Current
Principal Recoveries (8) |
Current
Principal Balance (9)=(3)-(4)-(5)+(6)-(7)+(8) |
Cumulative
Realized Loss (10) |
Original
Class (%) (11) |
Current
Class (%) (12) |
Original
Credit Support (13) |
Current
Credit Support (14) |
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
SOURCE OF FUNDS
|
ALLOCATION OF FUNDS
|
|||||||||
Interest Funds Available
|
Scheduled Fees
|
|||||||||
Scheduled Interest
|
Sub-Servicing Fee
|
|
||||||||
Prepayment Interest Shortfall
|
|
Master Servicing Fee
|
|
|||||||
Interest Adjustments
|
|
Trustee Fee
|
|
|||||||
Realized Loss in Excess of Principal Balance
|
|
Guarantee Fee
|
||||||||
Total Interest Funds Available:
|
|
Total Scheduled Fees:
|
|
|||||||
Principal Funds Available
|
Additional Fees, Expenses, etc.
|
|
||||||||
Scheduled Principal
|
|
Special Servicing Fee
|
|
|||||||
Curtailments
|
|
Workout Fee
|
|
|||||||
Principal Prepayments
|
|
Liquidation Fee
|
|
|||||||
Net Liquidation Proceeds
|
Additional Trust Fund Expenses
|
|||||||||
Repurchased Principal
|
Reimbursement for Interest on Advances
|
|||||||||
Substitution Principal
|
Other Expenses
|
|||||||||
Other Principal
|
Total Additional Fees, Expenses, etc.:
|
|||||||||
Total Principal Funds Available:
|
Distribution to Certificateholders
|
|||||||||
Other Funds Available
|
Interest Distribution
|
|||||||||
Yield Maintenance Charges
|
Principal Distribution
|
|||||||||
Static Prepayment Premiums
|
Yield Maintenance Charges Distribution
|
|||||||||
Other Charges
|
Static Prepayment Premiums Distribution
|
|||||||||
Total Other Funds Available:
|
Total Distribution to Certificateholders:
|
|||||||||
Total Funds Available
|
Total Funds Allocated
|
|||||||||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
|||
Stratification Detail
|
Ending Scheduled Balance
|
State
|
|||||||||||||
Ending Scheduled
Balance
|
# of
Loans
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
State
|
# of
Properties
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
|
Totals
|
Totals
|
|||||||||||||
Page 7 of 24 | ||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
|||
Stratification Detail
|
Seasoning
|
Property Type
|
|||||||||||||
Seasoning
|
# of
Loans
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
Property Type
|
# of
Properties
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
|
Totals
|
||||||||||||||
Totals
|
Page 8 of 24 | ||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
|||
Stratification Detail
|
Debt Service Coverage Ratio
|
Loan Rate
|
|||||||||||||
Debt Service
Coverage Ratio
|
# of
Loans
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
Loan Rate
|
# of
Loans
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
|
Totals
|
||||||||||||||
Totals
|
Page 9 of 24 | ||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
|||
Stratification Detail
|
Anticipated Remaining Term
|
Remaining Amortization Term
|
|||||||||||||
Anticipated
Remaining Term |
# of
Loans
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
Remaining
Amortization Term
|
# of
Loans
|
Ending Scheduled
Balance
|
% of Agg. End.
Sched. Bal.
|
WAC
|
WART
|
WA
DSCR
|
|
Totals
|
||||||||||||||
Totals
|
Page 10 of 24 | ||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Neg
|
Beginning
|
Ending
|
Paid |
Apprasial
|
Apprasial
|
Payment
|
Workout
|
Mod.
|
||||||||||||
Property
|
Interest
|
Principal
|
Gross
|
Maturity
|
Am
|
Scheduled
|
Scheduled
|
Through |
Reduction
|
Reduction
|
Status of
|
Strategy
|
Code
|
|||||||
Loan
|
OMCR
|
Type
|
City
|
State
|
Payment
|
Payment
|
Coupon
|
Date
|
Flag
|
Balance
|
Balance
|
Date |
Date
|
Amount
|
Loan (1)
|
(2)
|
(3)
|
|||
Totals
|
Payment Status of Loan (1)
|
Workout Strategy (2)
|
Mod. Code (3)
|
|||||||||
A. In Grace Period
|
3. 90+ Days Delinquent
|
1. Modification
|
7.
|
REO
|
13.
|
Other or TBD
|
1. Maturity Date Extension
|
7. Capitalization of Taxes
|
|||
B. Late, but less than 30 Days
|
4. Performing Matured Balloon
|
2. Foreclosure
|
8.
|
Resolved
|
98.
|
Not Provided By Servicer
|
2. Amortization Change
|
8. Other
|
|||
0. Current
|
5. Non Performing Matured Balloon
|
3. Bankruptcy
|
9.
|
Pending Return to Master Servicer
|
3. Principal Write-Off
|
9. Combination
|
|||||
1. 30-59 Days Delinquent
|
7. Foreclosure
|
4. Extension
|
10.
|
Deed In Lieu of Foreclosure
|
4. Blank (formerly Combination)
|
|
|||||
2. 60-89 Days Delinquent
|
9. REO
|
5. Note Sale
|
11.
|
Full Payoff
|
5. Temporary Rate Reduction
|
||||||
6. DPO
|
12.
|
Reps and Warranties
|
6. Capitalization of Interest
|
Page 11 of 24
|
||
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Ending
|
Most
|
Most
|
Most Recent
|
Most Recent
|
||||||
Loan |
Scheduled
|
Recent
|
Recent
|
NOI
|
NOI
|
|||||
Number
|
OMCR
|
Property Type
|
City
|
State
|
Balance
|
Fiscal NOI
|
NOI
|
Start Date
|
End Date
|
|
Totals
|
Page 12 of 24
|
||
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
|||
Delinquency Loan Detail
|
Actual
|
Paid
|
Current P & I
|
Total P & I
|
Cumulative
|
Other Expense
|
Payment
|
Workout
|
Most Recent
|
||||||
Loan
|
# of Months
|
Principal
|
Through
|
Advances (Net
|
Advances
|
Accrued Unpaid
|
Advance
|
Status of
|
Strategy
|
Special Serv
|
Foreclosure
|
Bankruptcy
|
REO
|
|
Number
|
OMCR
|
Delinq
|
Balance
|
Date
|
of ASER)
|
Outstanding
|
Advance Interest
|
Outstanding
|
Loan (1)
|
(2)
|
Transfer Date
|
Date
|
Date
|
Date
|
There is no Delinquency Loan Detail for the current distribution period.
|
||||||||||||||
Totals
|
Payment Status of Loan (1)
|
Workout Strategy (2)
|
|||
A. In Grace Period
|
3. 90+ Days Delinquent
|
1. Modification
|
7. REO
|
13. Other or TBD
|
B. Late, but less than 30 Days
|
4. Performing Matured Balloon
|
2. Foreclosure
|
8. Resolved
|
98. Not Provided By Servicer
|
0. Current
|
5. Non Performing Matured Balloon
|
3. Bankruptcy
|
9. Pending Return to Master Servicer
|
|
1. 30-59 Days Delinquent
|
7. Foreclosure
|
4. Extension
|
10. Deed In Lieu of Foreclosure
|
|
2. 60-89 Days Delinquent
|
9. REO
|
5. Note Sale
|
11. Full Payoff
|
|
6. DPO
|
12. Reps and Warranties
|
Page 13 of 24
|
||
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Distribution
|
Less Than 1 Month
|
1 Month
|
2 Month
|
3+ Month
|
Bankruptcy
|
Foreclosure
|
REO
|
|||||||
Date | ||||||||||||||
End. Sched. Bal.
|
#
|
End. Sched. Bal.
|
#
|
End. Sched. Bal.
|
#
|
End. Sched. Bal.
|
#
|
End. Sched. Bal.
|
#
|
End. Sched. Bal.
|
#
|
End. Sched. Bal.
|
#
|
|
|
0.00
|
0
|
0.00
|
0
|
0.00
|
0
|
0.00
|
0
|
0.00
|
0
|
0.00
|
0
|
0.00
|
0
|
0.000%
|
0.0%
|
0.000%
|
0.0%
|
0.000%
|
0.0%
|
0.000%
|
0.0%
|
0.000%
|
0.0%
|
0.000%
|
0.0%
|
0.000%
|
0.0%
|
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Loan Number
|
OMCR
|
Property Name
|
Appraisal
Reduction Amount
|
Appraisal
Reduction Date
|
Most Recent
ASER Amount
|
Cumulative
ASER Amount
|
|||||||
There is no Appraisal Reduction activity for the current distribution period.
|
|||||||||||||
Totals
|
Page 15 of 24
|
||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Distribution
|
Appraisal
|
Appraisal
|
Most Recent
|
Cumulative
|
|||
Date
|
Loan Number
|
OMCR
|
Property Name
|
Reduction Amount
|
Reduction Date
|
ASER Amount
|
ASER Amount
|
There is no historical Appraisal Reduction activity.
|
|||||||
Totals
|
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Modification
|
Modification
|
Modification
|
|||
Loan Number
|
OMCR
|
Property Name
|
Date
|
Code (1)
|
Description
|
There is no Loan Modification activity for the current distribution period.
|
|||||
Totals
|
Modification Code (1)
|
||||
1.
|
Maturity Date Extension
|
7.
|
Capitalization of Taxes
|
|
2.
|
Amortization Change
|
8.
|
Other
|
|
3.
|
Principal Write-Off
|
9.
|
Combination
|
|
4.
|
Blank (formerly Combination)
|
|||
5.
|
Temporary Rate Reduction
|
|||
6.
|
Capitalization of Interest
|
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Historical Loan Modification Detail
|
Distribution
|
Modification
|
Modification
|
Modification
|
|||
Date
|
Loan
|
OMCR
|
Property Name
|
Date
|
Code (1)
|
Description
|
There is no historical Loan Modification activity.
|
||||||
Totals
|
Modification Code (1)
|
|||||
1.
|
Maturity Date Extension
|
7.
|
Capitalization of Taxes
|
||
2.
|
Amortization Change
|
8.
|
Other
|
||
3.
|
Principal Write-Off
|
9.
|
Combination
|
||
4.
|
Blank (formerly Combination)
|
||||
5.
|
Temporary Rate Reduction
|
||||
6.
|
Capitalization of Interest
|
Page 18 of 24
|
||
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Specially Serviced Property Detail
|
Workout
|
Most Recent
|
Most Recent
|
||||||
Strategy
|
Inspection
|
Specially Serviced
|
Most Recent
|
Most Recent
|
Other REO
|
|||
Loan
|
OMCR
|
(1)
|
Date
|
Transfer Date
|
Appraisal Date
|
Appraisal Value
|
Property Value
|
Comment from Special Servicer
|
There is no Specially Serviced Loan activity for the current distribution period.
|
||||||||
Totals
|
Workout Strategy (1)
|
|||||||
1.
|
Modification
|
7.
|
REO
|
13. |
Other or TBD
|
||
2.
|
Foreclosure
|
8.
|
Resolved
|
98. |
Not Provided By Servicer
|
||
3.
|
Bankruptcy
|
9.
|
Pending Return to Master Servicer
|
||||
4.
|
Extension
|
10.
|
Deed In Lieu of Foreclosure
|
||||
5.
|
Note Sale
|
11.
|
Full Payoff
|
||||
6.
|
DPO
|
12.
|
Reps and Warranties
|
Page 19 of 24
|
||
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Historical Specially Serviced Property Detail
|
Spec.
|
Workout
|
Spec.
|
Property
|
Net
|
Net
|
||||||||||||
Distribution
|
Loan
|
Serviced
|
Strategy
|
Serviced
|
Scheduled
|
Actual
|
Type
|
Interest
|
Note
|
Operating
|
Operating
|
DSC
|
DSC
|
Maturity
|
|||
Date
|
Number
|
OMCR
|
Transfer Date |
(1)
|
Loan to MS
|
Balance
|
Balance
|
(2)
|
State
|
Rate
|
Date |
Income
|
Income Date
|
Ratio
|
Date |
Date
|
WART
|
There is no historical Specially Serviced Loan activity. | |||||||||||||||||
Totals
|
Workout Strategy (1)
|
|||||||
1. Modification
|
7. |
REO
|
13. |
Other or TBD
|
|||
2. Foreclosure
|
8. |
Resolved
|
98. |
Not Provided By Servicer
|
|||
3. Bankruptcy
|
9. |
Pending Return to Master Servicer
|
|||||
4. Extension
|
10. |
Deed In Lieu of Foreclosure
|
|||||
5. Note Sale
|
11. |
Full Payoff
|
|||||
6. DPO
|
12. |
Reps and Warranties
|
Page 20 of 24
|
||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Unscheduled Principal Detail
|
Loan Number
|
OMCR
|
Liquidation /
Prepayment Date |
Liquidation /
Prepayment Code |
Unscheduled
Principal Collections
|
Unscheduled
Principal Adjustments
|
Other
Interest Adjustment
|
Prepayment Interest
Excess (Shortfall)
|
Prepayment
Penalties
|
Yield Maintenance
Charges
|
Totals
|
Liquidation / Prepayment Code (1)
|
||||
1. Partial Liquidation (Curtailment)
|
7. |
Not Used
|
||
2. Payoff Prior To Maturity
|
8. |
Payoff With Penalty
|
||
3. Disposition / Liquidation
|
9. |
Payoff With Yield Maintenance
|
||
4. Repurchase / Substitution
|
10. |
Curtailment With Penalty
|
||
5. Full Payoff At Maturity
|
11. |
Curtailment With Yield
|
||
6. DPO
|
Maintenance
|
Page 21 of 24
|
||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Historical Unscheduled Principal Detail |
Distribution
|
Loan
|
Liquidation /
|
Liquidation /
|
Unscheduled
|
Unscheduled
|
Other
|
Prepayment Interest
|
Prepayment
|
Yield Maintenance
|
|
Date
|
Number
|
OMCR
|
Prepayment Date
|
Prepayment Code
|
Principal Collections
|
Principal Adjustments
|
Interest Adjustment
|
Excess (Shortfall)
|
Penality
|
Premium
|
Totals
|
Liquidation / Prepayment Code (1)
|
||||
1.
|
Partial Liquidation (Curtailment)
|
7.
|
Not Used
|
|
2.
|
Payoff Prior To Maturity
|
8.
|
Payoff With Penalty
|
|
3.
|
Disposition / Liquidation
|
9.
|
Payoff With Yield Maintenance
|
|
4.
|
Repurchase / Substitution
|
10.
|
Curtailment With Penalty
|
|
5.
|
Full Payoff At Maturity
|
11.
|
Curtailment With Yield
|
|
6.
|
DPO
|
Maintenance
|
Page 22 of 24
|
|
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Liquidated Loan Detail |
Loan
|
Final Recovery
|
Most Recent
|
Most Recent
|
Actual
|
Gross
|
Proceeds
|
Liquidation
|
Net Liquidation
|
Net Proceeds
|
Realized
|
Repurchased by
|
|
Number
|
OMCR
|
Determ Date
|
Appraisal Date
|
Appraisal Value
|
Balance
|
Proceeds
|
as a % of Act Bal
|
Expenses
|
Proceeds
|
as a % of Act Bal
|
Loss
|
Seller (Y/N)
|
There is no Liquidated Loan activity for the current distribution period.
|
||||||||||||
Totals
|
Page 23 of 24
|
|
Reports Available at www.sf.citidirect.com
|
© Copyright 2013 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2013-GC17
|
![]() |
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2013-GC17
|
Historical Liquidated Loan Detail
|
Distribution
|
Loan
|
|
Final Recovery
|
Most Recent
|
Most Recent
|
Actual
|
Gross
|
Gross Proceeds
|
Liquidation
|
Net Liquidation
|
Net Proceeds
|
Realized
|
Repurchased by
|
Date
|
Number
|
OMCR
|
Determ Date
|
Appraisal Date
|
Appraisal Value
|
Balance
|
Proceeds
|
as a % of Act Bal
|
Expenses
|
Proceeds
|
as a % of Act Bal
|
Loss
|
Seller (Y/N)
|
There is no historical Liquidated Loan activity.
|
|||||||||||||
Totals
|
Page 24 of 24 | ||
Reports Available at www.sf.citidirect.com
|
|
© Copyright 2013 Citigroup
|
(1)
|
Whole Loan; Ownership of Mortgage Loans. Except with respect to the Mortgage Loan that is part of the Whole Loan, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. The Mortgage Loan that is part of the Whole Loan is a senior or pari passu portion of a whole loan evidenced by a senior or pari passu note. At the time of the sale, transfer and assignment to Depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Sponsor), participation or pledge, and the Sponsor had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations, any other ownership interests on, in or to such Mortgage Loan other than any servicing rights appointment or similar agreement, the COMM 2013-CCRE12 Pooling and Servicing Agreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. Sponsor has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.
|
(2)
|
Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (ii) that certain provisions in such Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (i) above) such limitations or unenforceability will not render such Loan Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (i) and (ii) collectively, the “Standard Qualifications”).
|
(3)
|
Mortgage Provisions. The Loan Documents for each Mortgage Loan contain provisions that render the rights and remedies of the holder thereof adequate for the practical realization against the Mortgaged
|
Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure subject to the limitations set forth in the Standard Qualifications.
|
(4)
|
Mortgage Status; Waivers and Modifications. Since origination and except by written instruments set forth in the related Mortgage File (a) the material terms of such Mortgage, Mortgage Note, Mortgage Loan guaranty, and related Loan Documents have not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescinded in any respect which materially interferes with the security intended to be provided by such Mortgage; (b) no related Mortgaged Property or any portion thereof has been released from the lien of the related Mortgage in any manner which materially interferes with the security intended to be provided by such Mortgage or the use or operation of the remaining portion of such Mortgaged Property; and (c) neither the related Mortgagor nor the related guarantor has been released from its material obligations under the Mortgage Loan.
|
(5)
|
Lien; Valid Assignment. Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases to the Issuing Entity constitutes a legal, valid and binding assignment to the Issuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the loan schedule to the applicable Mortgage Loan Purchase Agreement, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph (6) set forth on Annex E-2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination was, and as of the Cut-off Date, to the Sponsor’s knowledge, is free and clear of any recorded mechanics’ liens, recorded materialmen’s liens and other recorded encumbrances which are prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below), and, to the Sponsor’s knowledge and subject to the rights of tenants (as tenants only) (subject to and excepting Permitted Encumbrances and the Title Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
|
(6)
|
Permitted Liens; Title Insurance. Each Mortgaged Property securing a Mortgage Loan is covered by an American Land Title Association loan title insurance policy or a comparable form of loan title insurance policy approved for use in the applicable jurisdiction (or, if such policy is yet to be issued, by a pro forma policy, a preliminary title policy with escrow instructions or a “marked up” commitment, in each case binding on the title insurer) (the “Title Policy”) in the original principal amount of such Mortgage Loan (or with respect to a Mortgage Loan secured by multiple properties, an amount equal to at least the allocated loan amount with respect to the Title Policy for each such property) after all advances of principal (including any advances held in escrow or reserves), that insures for the benefit of the owner of the indebtedness secured by the Mortgage, the first priority lien of the Mortgage, which lien is subject only to (a) the lien of current real property taxes, water charges, sewer rents and assessments due and payable but not yet delinquent; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record; (c) the exceptions (general and specific) and exclusions set forth in such Title Policy; (d) other matters to which like properties are commonly subject; (e) the rights of tenants (as tenants only) under leases (including subleases) pertaining to the related Mortgaged Property and condominium declarations; (f) if the related Mortgage Loan constitutes a Cross-Collateralized Mortgage Loan, the lien of the Mortgage for another Mortgage Loan contained in the same Cross-Collateralized Group; and (g) if the related Mortgage Loan is part of the Whole Loan, the rights of the holders of the related Companion Loans pursuant to a Co-Lender Agreement; provided that none of which items (a) through (g), individually or in the aggregate, materially and adversely interferes with the value or current use of the Mortgaged Property or the security intended to be provided by such Mortgage or the Mortgagor’s ability to pay its obligations when they become due (collectively, the “Permitted Encumbrances”). Except as contemplated by clause (f) of the preceding sentence, none of the Permitted
|
(7)
|
Junior Liens. It being understood that B notes secured by the same Mortgage as a Mortgage Loan are not subordinate mortgages or junior liens, except for any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, there are no subordinate mortgages or junior liens securing the payment of money encumbering the related Mortgaged Property (other than Permitted Encumbrances and the Title Exceptions, taxes and assessments, mechanics and materialmens liens (which are the subject of the representation in paragraph (5) above), and equipment and other personal property financing). Except as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement, the Sponsor has no knowledge of any mezzanine debt secured directly by interests in the related Mortgagor.
|
(8)
|
Assignment of Leases and Rents. There exists as part of the related Mortgage File an Assignment of Leases (either as a separate instrument or incorporated into the related Mortgage). Subject to the Permitted Encumbrances and the Title Exceptions, each related Assignment of Leases creates a valid first-priority collateral assignment of, or a valid first-priority lien or security interest in, rents and certain rights under the related lease or leases, subject only to a license granted to the related Mortgagor to exercise certain rights and to perform certain obligations of the lessor under such lease or leases, including the right to operate the related leased property, except as the enforcement thereof may be limited by the Standard Qualifications. The related Mortgage or related Assignment of Leases, subject to applicable law, provides that, upon an event of default under the Mortgage Loan, a receiver is permitted to be appointed for the collection of rents or for the related Mortgagee to enter into possession to collect the rents or for rents to be paid directly to the Mortgagee.
|
(9)
|
UCC Filings. If the related Mortgaged Property is operated as a hospitality property, the Sponsor has filed and/or recorded or caused to be filed and/or recorded (or, if not filed and/or recorded, have been submitted in proper form for filing and/or recording), UCC financing statements in the appropriate public filing and/or recording offices necessary at the time of the origination of the Mortgage Loan to perfect a valid security interest in all items of physical personal property reasonably necessary to operate such Mortgaged Property owned by such Mortgagor and located on the related Mortgaged Property (other than any non-material personal property, any personal property subject to a purchase money security interest, a sale and leaseback financing arrangement as permitted under the terms of the related Mortgage Loan documents or any other personal property leases applicable to such personal property), to the extent perfection may be effected pursuant to applicable law by recording or filing, as the case may be. Subject to the Standard Qualifications, each related Mortgage (or equivalent document) creates a valid and enforceable lien and security interest on the items of personalty described above. No representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of UCC financing statements are required in order to effect such perfection.
|
(10)
|
Condition of Property. Sponsor or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within thirteen months of the Cut-off Date.
|
(11)
|
Taxes and Assessments. All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien of the
|
(12)
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Condemnation. As of the date of origination and to the Sponsor’s knowledge as of the Cut-off Date, there is no proceeding pending, and, to the Sponsor’s knowledge as of the date of origination and as of the Cut-off Date, there is no proceeding threatened, for the total or partial condemnation of such Mortgaged Property that would have a material adverse effect on the value, use or operation of the Mortgaged Property.
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(13)
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Actions Concerning Mortgage Loan. As of the date of origination and to the Sponsor’s knowledge as of the Cut-off Date, there was no pending or filed action, suit or proceeding, arbitration or governmental investigation involving any Mortgagor, guarantor, or Mortgagor’s interest in the Mortgaged Property, an adverse outcome of which would reasonably be expected to materially and adversely affect (a) such Mortgagor’s title to the Mortgaged Property, (b) the validity or enforceability of the Mortgage, (c) such Mortgagor’s ability to perform under the related Mortgage Loan, (d) such guarantor’s ability to perform under the related guaranty, (e) the principal benefit of the security intended to be provided by the Mortgage Loan documents or (f) the current principal use of the Mortgaged Property.
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(14)
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Escrow Deposits. All escrow deposits and payments required to be escrowed with Mortgagee pursuant to each Mortgage Loan are in the possession, or under the control, of the Sponsor or its servicer, and there are no deficiencies (subject to any applicable grace or cure periods) in connection therewith, and all such escrows and deposits (or the right thereto) that are required to be escrowed with Mortgagee under the related Loan Documents are being conveyed by the Sponsor to Depositor or its servicer.
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(15)
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No Holdbacks. The principal amount of the Mortgage Loan stated on the loan schedule to the applicable Mortgage Loan Purchase Agreement has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by Sponsor to merit such holdback).
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(16)
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Insurance. Each related Mortgaged Property is, and is required pursuant to the related Mortgage to be, insured by a property insurance policy providing coverage for loss in accordance with coverage found under a “special cause of loss form” or “all risk form” that includes replacement cost valuation issued by an insurer meeting the requirements of the related Loan Documents and having a claims-paying or financial strength rating of at least “A-:VIII” from A.M. Best Company or “A3” (or the equivalent) from Moody’s Investors Service, Inc. or “A-” from Standard & Poor’s Ratings Service (collectively the “Insurance Rating Requirements”), in an amount (subject to a customary deductible) not less than the lesser of (1) the original principal balance of the Mortgage Loan and (2) the full insurable value on a replacement cost basis of the improvements, furniture, furnishings, fixtures and equipment owned by the Mortgagor and included in the Mortgaged Property (with no deduction for physical depreciation), but, in any event, not less than the amount necessary or containing such endorsements as are necessary to avoid the operation of any coinsurance provisions with respect to the related Mortgaged Property.
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(17)
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Access; Utilities; Separate Tax Lots. Each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has access via an irrevocable easement or irrevocable right of way permitting ingress and egress to/from a public road, (b) is served by or has uninhibited access rights to public or private water and sewer (or well and septic) and all required utilities, all of which are appropriate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been, or will be, made to the applicable governing authority for creation of separate tax lots, in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax lots are created.
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(18)
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No Encroachments. To Sponsor’s knowledge based solely on surveys obtained in connection with origination and the Mortgagee’s Title Policy (or, if such policy is not yet issued, a pro forma title policy, a preliminary title policy with escrow instructions or a “marked up” commitment) obtained in connection with the origination of each Mortgage Loan, all material improvements that were included for the purpose of determining the appraised value of the related Mortgaged Property at the time of the origination of such Mortgage Loan are within the boundaries of the related Mortgaged Property, except encroachments that
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(19)
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No Contingent Interest or Equity Participation. No Mortgage Loan has a shared appreciation feature, any other contingent interest feature or a negative amortization feature or an equity participation by Sponsor (except that an ARD Loan may provide for the accrual of the portion of interest in excess of the rate in effect prior to its related Anticipated Repayment Date).
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(20)
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REMIC. The Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but determined without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats certain defective mortgage loans as qualified mortgages), and, accordingly, (A) the issue price of the Mortgage Loan to the related Mortgagor at origination did not exceed the non-contingent principal amount of the Mortgage Loan and (B) either: (a) such Mortgage Loan is secured by an interest in real property (including buildings and structural components thereof, but excluding personal property) having a fair market value (i) at the date the Mortgage Loan (or Whole Loan) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or Whole Loan) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or Whole Loan) on such date, provided that for purposes hereof, the fair market value of the real property interest must first be reduced by (A) the amount of any lien on the real property interest that is senior to the Mortgage Loan and (B) a proportionate amount of any lien that is in parity with the Mortgage Loan; or (b) substantially all of the proceeds of such Mortgage Loan were used to acquire, improve or protect the real property which served as the only security for such Mortgage Loan (other than a recourse feature or other third-party credit enhancement within the meaning of Treasury Regulations Section 1.860G-2(a)(1)(ii)). If the Mortgage Loan was “significantly modified” prior to the Closing Date so as to result in a taxable exchange under Section 1001 of the Code, it either (x) was modified as a result of the default or reasonably foreseeable default of such Mortgage Loan or (y) satisfies the provisions of either sub-clause (B)(a)(i) above (substituting the date of the last such modification for the date the Mortgage Loan was originated) or sub-clause (B)(a)(ii), including the proviso thereto. Any prepayment premium and yield maintenance charges applicable to the Mortgage Loan constitute “customary prepayment penalties” within the meaning of Treasury Regulations Section 1.860G-1(b)(2). All terms used in this paragraph shall have the same meanings as set forth in the related Treasury Regulations.
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(21)
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Compliance with Usury Laws. The Mortgage Rate (exclusive of any default interest, late charges, yield maintenance charge, or prepayment premiums) of such Mortgage Loan complied as of the date of origination with, or was exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury.
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(22)
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Authorized to do Business. To the extent required under applicable law, as of the Cut-off Date or as of the date that such entity held the Mortgage Note, each holder of the Mortgage Note was authorized to originate, acquire and/or hold (as applicable) the Mortgage Note in the jurisdiction in which each related Mortgaged Property is located, or the failure to be so authorized does not materially and adversely affect the enforceability of such Mortgage Loan by the Trust.
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(23)
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Trustee under Deed of Trust. With respect to each Mortgage which is a deed of trust, as of the date of origination and, to the Sponsor’s knowledge, as of the Closing Date, a trustee, duly qualified under applicable law to serve as such, currently so serves and is named in the deed of trust or has been substituted in accordance with the Mortgage and applicable law or may be substituted in accordance with the Mortgage and applicable law by the related Mortgagee.
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(24)
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Local Law Compliance. To the Sponsor’s knowledge, based upon any of a letter from any governmental authorities, a legal opinion, an architect’s letter, a zoning consultant’s report, an endorsement to the related Title Policy, or other affirmative investigation of local law compliance consistent with the investigation conducted by the Sponsor for similar commercial and multifamily mortgage loans intended
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(25)
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Licenses and Permits. Each Mortgagor covenants in the Loan Documents that it shall keep all material licenses, permits and applicable governmental authorizations necessary for its operation of the Mortgaged Property in full force and effect, and to the Sponsor’s knowledge based upon any of a letter from any government authorities or other affirmative investigation of local law compliance consistent with the investigation conducted by the Sponsor for similar commercial and multifamily mortgage loans intended for securitization, all such material licenses, permits and applicable governmental authorizations are in effect. The Mortgage Loan requires the related Mortgagor to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.
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(26)
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Recourse Obligations. The Loan Documents for each Mortgage Loan provide that such Mortgage Loan (a) becomes full recourse to the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis) in any of the following events: (i) if any voluntary petition for bankruptcy, insolvency, dissolution or liquidation pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by the Mortgagor; (ii) Mortgagor or guarantor shall have colluded with (or, alternatively, solicited or caused to be solicited) other creditors to cause an involuntary bankruptcy filing with respect to the Mortgagor or (iii) voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan Documents; and (b) contains provisions providing for recourse against the Mortgagor and guarantor (which is a natural person or persons, or an entity distinct from the Mortgagor (but may be affiliated with the Mortgagor) that has assets other than equity in the related Mortgaged Property that are not de minimis), for losses and damages sustained by reason of Mortgagor’s (i) misappropriation of rents after the occurrence of an event of default under the Mortgage Loan, (ii) misappropriation of (A) insurance proceeds or condemnation awards or (B) security deposits or, alternatively, the failure of any security deposits to be delivered to Mortgagee upon foreclosure or action in lieu thereof (except to the extent applied in accordance with leases prior to a Mortgage Loan event of default); (iii) fraud or intentional material misrepresentation; (iv) breaches of the environmental covenants in the Loan Documents; or (v) commission of intentional material physical waste at the Mortgaged Property.
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(27)
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Mortgage Releases. The terms of the related Mortgage or related Loan Documents do not provide for release of any material portion of the Mortgaged Property from the lien of the Mortgage except (a) a partial release, accompanied by principal repayment, of not less than a specified percentage at least equal to the lesser of (i) 110% of the related allocated loan amount of such portion of the Mortgaged Property and (ii) the outstanding principal balance of the Mortgage Loan, (b) upon payment in full of such Mortgage Loan, (c) upon a Defeasance defined in (32) below, (d) releases of out-parcels that are unimproved or other portions of the Mortgaged Property which will not have a material adverse effect on the underwritten value of the Mortgaged Property and which were not afforded any material value in the appraisal obtained at the origination of the Mortgage Loan and are not necessary for physical access to the Mortgaged Property or compliance with zoning requirements, or (e) as required pursuant to an order of condemnation or taking by a State or any political subdivision or authority thereof. With respect to any partial release under the preceding clauses (a) or (d), either: (x) such release of collateral (i) would not constitute a “significant modification” of the subject Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)(2) and (ii) would not cause the subject Mortgage Loan to fail to be a “qualified mortgage” within the meaning of Section 860G(a)(3)(A) of the Code; or (y) the Mortgagee or servicer can, in accordance with the related Loan Documents, condition such release of collateral on the related Mortgagor’s delivery of an opinion of tax counsel to the effect specified in the immediately preceding clause (x). For purposes of the preceding clause (x), for all Mortgage Loans originated after December 6, 2010, if the fair market value of the real property constituting such Mortgaged Property after the release is not equal to at least 80% of the principal balance of the Mortgage Loan (or Whole Loan)
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(28)
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Financial Reporting and Rent Rolls. The Mortgage Loan documents for each Mortgage Loan require the Mortgagor to provide the owner or holder of the Mortgage with quarterly (other than for single-tenant properties) and annual operating statements, and quarterly (other than for single-tenant properties) rent rolls for properties that have leases contributing more than 5% of the in-place base rent and annual financial statements, which annual financial statements with respect to each Mortgage Loan with more than one Mortgagor are in the form of an annual combined balance sheet of the Mortgagor entities (and no other entities), together with the related combined statements of operations, members’ capital and cash flows, including a combining balance sheet and statement of income for the Mortgaged Properties on a combined basis.
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(29)
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Acts of Terrorism Exclusion. With respect to each Mortgage Loan over $20 million, the related special-form all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) do not specifically exclude Acts of Terrorism, as defined in the Terrorism Risk Insurance Act of 2002, as amended by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (collectively referred to as “TRIA”), from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each other Mortgage Loan, the related special all-risk insurance policy and business interruption policy (issued by an insurer meeting the Insurance Rating Requirements) did not, as of the date of origination of the Mortgage Loan, and, to Sponsor’s knowledge, do not, as of the Cut-off Date, specifically exclude Acts of Terrorism, as defined in TRIA, from coverage, or if such coverage is excluded, it is covered by a separate terrorism insurance policy. With respect to each Mortgage Loan, the related Loan Documents do not expressly waive or prohibit the Mortgagee from requiring coverage for Acts of Terrorism, as defined in TRIA, or damages related thereto; provided, however, that if TRIA or a similar or subsequent statute is not in effect, then, provided that terrorism insurance is commercially available, the Mortgagor under each Mortgage Loan is required to carry terrorism insurance, but in such event the Mortgagor shall not be required to spend more than the Terrorism Cap Amount on terrorism insurance coverage, and if the cost of terrorism insurance exceeds the Terrorism Cap Amount, the Mortgagor is required to purchase the maximum amount of terrorism insurance available with funds equal to the Terrorism Cap Amount. The “Terrorism Cap Amount” is the specified percentage (which is at least equal to 200%) of the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required under the related Loan Documents (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance).
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(30)
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Due on Sale or Encumbrance. Subject to specific exceptions set forth below, each Mortgage Loan contains a “due on sale” or other such provision for the acceleration of the payment of the unpaid principal balance of such Mortgage Loan if, without the consent of the holder of the Mortgage (which consent, in some cases, may not be unreasonably withheld) and/or complying with the requirements of the related Loan Documents (which provide for transfers without the consent of the Mortgagee which are customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property, including, without limitation, transfers of worn-out or obsolete furnishings, fixtures, or equipment promptly replaced with property of equivalent value and functionality and transfers by leases entered into in accordance with the Loan
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(31)
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Single-Purpose Entity. Each Mortgage Loan requires the Mortgagor to be a Single-Purpose Entity for at least as long as the Mortgage Loan is outstanding. Both the Loan Documents and the organizational documents of the Mortgagor with respect to each Mortgage Loan with a Cut-off Date Principal Balance in excess of $5 million provide that the Mortgagor is a Single-Purpose Entity, and each Mortgage Loan with a Cut-off Date Principal Balance of $20 million or more has a counsel’s opinion regarding non-consolidation of the Mortgagor. For this purpose, a “Single-Purpose Entity” shall mean an entity, other than an individual, whose organizational documents (or if the Mortgage Loan has a Cut-off Date Principal Balance equal to $5 million or less, its organizational documents or the related Loan Documents) provide substantially to the effect that it was formed or organized solely for the purpose of owning and operating one or more of the Mortgaged Properties securing the Mortgage Loans and prohibit it from engaging in any business unrelated to such Mortgaged Property or Properties, and whose organizational documents further provide, or which entity represented in the related Loan Documents, substantially to the effect that it does not have any assets other than those related to its interest in and operation of such Mortgaged Property or Properties, or any indebtedness other than as permitted by the related Mortgage(s) or the other related Loan Documents, that it has its own books and records and accounts separate and apart from those of any other person (other than a Mortgagor for a Mortgage Loan that is cross-collateralized and cross-defaulted with the related Mortgage Loan), and that it holds itself out as a legal entity, separate and apart from any other person or entity.
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(32)
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Defeasance. With respect to any Mortgage Loan that, pursuant to the Loan Documents, can be defeased (a “Defeasance”), (i) the Loan Documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Loan Documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will, in the case of a full Defeasance, be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the related Anticipated Repayment Date (or, in each case, on or after the first date on which payment may be made without payment of a yield maintenance charge or prepayment penalty), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to the lesser of (i) 110% of the allocated loan amount for the real property to be released and (ii) the outstanding principal balance of the Mortgage Loan; (iv) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in (iii) above, (v) if the Mortgagor would continue to own assets in addition to the defeasance collateral, the portion of the Mortgage Loan secured by defeasance collateral is required to be assumed (or the Mortgagee may require such
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(33)
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Fixed Interest Rates. Each Mortgage Loan bears interest at a rate that remains fixed throughout the remaining term of such Mortgage Loan, except in the case of ARD Loans and situations where default interest is imposed.
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(34)
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Ground Leases. For purposes of this Annex E-1, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner and does not include industrial development agency (IDA) or similar leases for purposes of conferring a tax abatement or other benefit.
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(a)
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The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or assigns in a manner that would materially adversely affect the security provided by the related Mortgage. No material change in the terms of the Ground Lease had occurred since the origination of the Mortgage Loan, except as reflected in any written instruments which are included in the related Mortgage File;
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(b)
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The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of lessor and lessee, without the prior written consent of the Mortgagee;
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(c)
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The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Mortgagor or the Mortgagee) that extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that accrues on an actual 360 basis, substantially amortizes);
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(d)
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The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or (ii) is subject to a subordination, non-disturbance and attornment agreement to which the Mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;
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(e)
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The Ground Lease does not place commercially unreasonably restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor thereunder (provided that proper notice is delivered to the extent required in accordance with the Ground Lease), and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of (but with prior notice to) the lessor;
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(f)
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The Sponsor has not received any written notice of material default under or notice of termination of such Ground Lease. To the Sponsor’s knowledge, there is no material default under such Ground Lease and no condition that, but for the passage of time or giving of notice, would result in a material default under the terms of such Ground Lease and to the Sponsor’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
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(g)
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The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the Mortgagee written notice of any default, and provides that no notice of default or termination is effective against the Mortgagee unless such notice is given to the Mortgagee;
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(h)
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The Mortgagee is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground Lease which is curable after the Mortgagee’s receipt of notice of any default before the lessor may terminate the Ground Lease;
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(i)
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The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by a prudent commercial mortgage lender;
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(j)
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Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total loss or taking as addressed in subpart (k)) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount specified in the related Loan Documents) the Mortgagee or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest;
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(k)
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In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
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(l)
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Provided that the Mortgagee cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with Mortgagee upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
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(35)
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Servicing. The servicing and collection practices used by the Sponsor with respect to the Mortgage Loan have been, in all respects, legal and have met customary industry standards for servicing of commercial loans for conduit loan programs.
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(36)
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Origination and Underwriting. The origination practices of the Sponsor (or the related originator if the Sponsor was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan (or the related Whole Loan, as applicable) and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Annex E-1.
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(37)
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No Material Default; Payment Record. No Mortgage Loan has been more than 30 days delinquent, without giving effect to any grace or cure period, in making required debt service payments since origination, and as of the date hereof, no Mortgage Loan is more than 30 days delinquent (beyond any applicable grace or cure period) in making required payments as of the Closing Date. To the Sponsor’s knowledge, there is (a) no material default, breach, violation or event of acceleration existing under the related Mortgage Loan, or (b) no event (other than payments due but not yet delinquent) which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration, which default, breach, violation or event of acceleration,
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(38)
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Bankruptcy. As of the date of origination of the related Mortgage Loan and to the Sponsor’s knowledge as of the Cut-off Date, neither the Mortgaged Property (other than any tenants of such Mortgaged Property), nor any portion thereof, is the subject of, and no Mortgagor, guarantor or tenant occupying a single-tenant property is a debtor in state or federal bankruptcy, insolvency or similar proceeding.
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(39)
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Organization of Mortgagor. With respect to each Mortgage Loan, in reliance on certified copies of the organizational documents of the Mortgagor delivered by the Mortgagor in connection with the origination of such Mortgage Loan (or related Whole Loan, as applicable), the Mortgagor is an entity organized under the laws of a state of the United States of America, the District of Columbia or the Commonwealth of Puerto Rico. Except with respect to any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, no Mortgage Loan has a Mortgagor that is an affiliate of another Mortgagor.
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(40)
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Environmental Conditions. A Phase I environmental site assessment (or update of a previous Phase I and or Phase II site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of recognized environmental conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related Mortgagee; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that, based on the ESA, can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy meeting the requirements set forth below that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than A- (or the equivalent) by Moody’s, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To Sponsor’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-05 or its successor) at the related Mortgaged Property.
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(41)
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Appraisal. The Mortgage File contains an appraisal of the related Mortgaged Property with an appraisal date within six months of the Mortgage Loan origination date, and within 12 months of the Closing Date. The appraisal is signed by an appraiser who is a Member of the Appraisal Institute (“MAI”) and, to the Sponsor’s knowledge, had no interest, direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraiser has represented in such appraisal or in a supplemental letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation. Each
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(42)
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Mortgage Loan Schedule. The information pertaining to each Mortgage Loan which is set forth in the Mortgage Loan Schedule attached as an exhibit to the related Mortgage Loan Purchase Agreement is true and correct in all material respects as of the Cut-off Date and contains all information required by the Pooling and Servicing Agreement to be contained therein.
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(43)
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Cross-Collateralization. No Mortgage Loan is cross-collateralized or cross-defaulted with any other Mortgage Loan that is outside the Mortgage Pool, except as set forth on Annex E-2.
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(44)
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Advance of Funds by the Sponsor. After origination, no advance of funds has been made by Sponsor to the related Mortgagor other than in accordance with the Loan Documents, and, to Sponsor’s knowledge, no funds have been received from any person other than the related Mortgagor or an affiliate for, or on account of, payments due on the Mortgage Loan (other than as contemplated by the Loan Documents, such as, by way of example and not in limitation of the foregoing, amounts paid by the tenant(s) into a Mortgagee-controlled lockbox if required or contemplated under the related lease or Loan Documents). Neither Sponsor nor any affiliate thereof has any obligation to make any capital contribution to any Mortgagor under a Mortgage Loan, other than contributions made on or prior to the date hereof.
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(45)
|
Compliance with Anti-Money Laundering Laws. Sponsor has complied in all material respects with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 with respect to the origination of the Mortgage Loan.
|
Representation Number
on Annex E-1 |
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(5) Lien
|
Ernst & Young Tower (No. 1)
|
There is a superior lien on the fee estate portion of the Mortgaged Property securing related borrower’s obligation to make certain payments under a payment in lieu of taxes arrangement.
|
||
(6) Permitted Liens; Title Insurance
|
Ernst & Young Tower (No. 1)
|
The Title Policy with respect to the Mortgage Loan shows that the Mortgage Loan is subject to a superior lien on the fee estate portion of the Mortgaged Property securing related borrower’s obligation to make payments under a payment in lieu of taxes arrangement.
|
||
(7) Junior Liens
|
Ernst & Young Tower (No. 1)
|
There are junior liens secured by both the fee estate and the leasehold estate of the Mortgaged Property. Such junior liens are subordinate to the lien of the Mortgage Loan pursuant to a subordination agreement.
|
||
(16) Insurance
|
Miracle Mile Shops (No. 3)
|
The Mortgage Loan documents permit insurance through a syndicate of insurers, provided that at least 75% of the coverage (if there are four (4) or fewer members of the syndicate) or at least 60% of the coverage (if there are five (5) or more members of the syndicate) is with carriers having a claims paying ability rating of “A-” or better by S&P, and the balance of the coverage is, in each case, provided by insurers with a claims paying ability rating of “BBB” or better by S&P.
The Mortgage Loan Documents provide that the lender is entitled to hold and disburse insurance proceeds in excess of $5,000,000 as opposed to five percent (5%) of the then outstanding principal amount of the related Mortgage Loan, which such Mortgage Loan is part of a larger Whole Loan.
|
||
(16) Insurance
|
One Union Square (No. 4)
|
The Mortgage Loan documents provide that Mortgagee is entitled to hold and disburse insurance proceeds in excess of five percent (5%) of the original loan amount (as opposed to the then outstanding loan amount), therefore, in the event of a casualty or condemnation that results in a partial prepayment of the loan, the Mortgage Loan documents impose a higher threshold than what the representation states regarding when Mortgagee can hold and disburse the proceeds.
|
||
(16) Insurance
|
Walgreens – Rock Hill, SC (No. 58)
|
The Mortgage Loan documents permit Walgreen, Co. (“Walgreens”), to maintain the property insurance policy, or to self-insure, in accordance with the Mortgage Loan Documents, in lieu of Mortgagor’s maintenance of such property insurance policy, so long as: (i) the Walgreens lease obligates Walgreens to provide the insurance required under the Mortgage Loan documents, and (ii) if self-insuring, (A) Walgreens provides a letter of self-insurance in form and substance acceptable to Mortgagee, including language that even if Walgreens is not open to the public, then Walgreens will continually maintain such insurance coverage (B) Walgreens or its parent maintains a long term unsecured credit rating from the rating agencies of at least “BBB+” from S&P, or its equivalent from another rating agency, and (C) Walgreens maintains a net worth of at least $300,000,000.
|
||
(24) Local Law Compliance
|
Keystone Plaza (No. 16)
|
The Mortgagor was unable to confirm as of the date of origination of the Mortgage Loan or as of the Closing Date whether certificates of occupancy were issued and in effect with respect to 19 tenants at the Mortgaged Property. The applicable tenants occupy approximately 78.2% of the rentable
|
square footage of the building. Per local zoning requirements, such certificates of occupancy are required to be maintained by each tenant occupying space at the Mortgaged Property. | ||||
(26) Recourse Obligations
|
Miracle Mile Shops (No. 3)
|
Breaches of the transfer restrictions in the related Mortgage Loan documents trigger full recourse liability against the Mortgagor and related guarantors under the Mortgage Loan, for: (i) any voluntary transfer of fee simple title to all or a material portion of the land and improvements; (ii) a lease of all or substantially all of the land or improvements; or (iii) the sale or pledge of equity interests in the Mortgagor which results in a change of control (unless the change of control was part of a permitted transfer under the Mortgage Loan documents) or which results in the guarantors (including family members and trust for their benefit) collectively owning (A) less than 10% of the Mortgagor and any special purpose entity owner or (B) together with any other qualified investors (as defined in the Mortgage Loan documents), less than 51% of the Mortgagor and any special purpose entity owner. Any other breaches of transfer restrictions result in recourse for losses only.
|
||
(26) Recourse Obligations
|
One Union Square (No. 4)
|
The Mortgage Loan documents limit full recourse to the Mortgagor and the guarantor for voluntary transfers of the Mortgaged Property or equity interests in the Mortgagor made in violation of the Mortgage Loan documents to those transfers where: (i) if the violation was due solely to Mortgagor’s failure to provide notice or other deliveries related to such transfer, the transfer would otherwise be permitted and the Mortgagor failed to correct such breach within 10 business days’ notice from Mortgagee; or (ii) such transfer is of more than a 20% equity interest in Mortgagor and will result in a change in control of Borrower.
The Mortgage Loan documents provide for recourse for any damage or destruction to the Mortgaged Property caused by intentional wrongful acts or omissions and for the removal or disposal of any portion of the property after an event of default (other than in the ordinary course of owning and operating the property), but there is no recourse for the commission of intentional material physical waste.
|
||
(27) Mortgage Releases
|
Miracle Mile Shops (No.3)
|
The related Mortgagor may obtain the release of an improved parcel within the Mortgaged Property provided among other conditions, the remaining Mortgaged Property complies with zoning and applicable legal requirements, (ii) the release parcel is a legally subdivided parcel from the Mortgaged Property and is on a separate tax lot, (iii) the borrower continues to be a single purpose entity and (iv) the release complies with the REMIC requirements. The loan documents do not specify the allocated loan amount of the parcel to be released and the release price is $6,200,000, which such amount was calculated by lender, in part, based on the application of the appraisal’s 5.25% capitalization rate to the allocated net operating income of the applicable parcel, adjusted, in part, based on the overall loan to value ratio of the related Mortgage Loan.
|
||
(30) Due on Sale or Encumbrance
|
One Union Square (No. 4)
|
The related borrower’s sole member is a joint venture between San Fran Iconic Member LLC (“Ashkenazy Member”) and Westroads-Oaks, Inc. (“GGP Member”). GGP Member made a loan to Ashkenazy Member, which loan is secured by a pledge of 100% of Ashkenazy Member’s limited liability company interest in the Borrower’s sole member. The Mortgage Loan documents permit Ashkenazy Member to transfer its interest in the related borrower provided that: (i) Mortgage Lender is provided with notice and a copy of the applicable documentation at least 10 days in advance of the transfer, (ii) if, as a result of the transfer, more than 49% of the direct or indirect equity interests in the related borrower is transferred to a person not owning at least 49% of the direct or indirect interests of related borrower on the date of the most recent insolvency opinion delivered to Lender, the related borrower shall deliver to Mortgage Lender and rating agencies a new or updated insolvency opinion, if required by Mortgage Lender; (iii) not less than 50% of the direct or indirect equity interests in Borrower must be owned directly or indirectly by GGP Limited Partnership or one or more of its subsidiaries and Borrower must be controlled by GGP Limited Partnership or one or more of its subsidiaries; (iv) the property must be managed by a ‘qualified manager’, as the term is defined in the Mortgage Loan documents; and (v) one or more acceptable ‘replacement guarantors’, as that term is defined in the Mortgage Loan documents must assume all obligations of the guarantor under the existing guaranty and of the Indemnitor under the environmental indemnity or provide a replacement guaranty and environmental indemnity satisfactory to Mortgage Lender.
|
Under the Mortgage Loan documents, GGP Limited Partnership or any “GGP Constituent Party”, as that term is defined in the Mortgage Loan documents is permitted to pledge, as security for debt to a “Qualified Lender”, as that term is defined in the Mortgage Loan documents certain of such parties’ assets (including the indirect equity interests such party holds in Borrower) and the holder of such pledge or security interest may exercise any remedies or rights pursuant to such pledge or security instrument without Mortgage Lender’s consent, provided that: (i) Mortgage Lender is provided with notice and a copy of the applicable documentation at least twenty days in advance of the transfer, (ii) if, as a result of the transfer, more than 49% of the direct or indirect equity interests in the related borrower is transferred to a person not owning at least 49% of the direct or indirect interests of related borrower on the date of the most recent insolvency opinion delivered to Lender, the related borrower shall deliver to Mortgage Lender and rating agencies a new or updated insolvency opinion, if required by Mortgage Lender; (iii) the property must be managed by a “qualified manager”, as the term is defined in the related Mortgage Loan documents, and (iv) there will be substantial collateral for such debt in addition to the indirect equity pledge, and (v) if such transfer results in a change of control of the borrower or guarantor, and if the lender requires it following a securitization, borrower must obtain Rating Agency Confirmation.
|
||||
(32) Defeasance
|
Miracle Mile Shops (No. 3)
|
Mortgagor is obligated to pay all reasonable rating agency fees associated with defeasance and the obligation to pay the fees of the lender or any servicer for effectuating the defeasance of the Mortgage Loan is limited to $20,000 in the aggregate.
|
||
(39) Organization of Mortgagor
|
666 Old Country Road (No. 15), 100 Merrick Road (No. 19) and 114 Old Country Road (No. 23)
|
The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors, but the Mortgage Loans are not cross-collateralized or cross-defaulted with each other.
|
||
(39) Organization of Mortgagor
|
Steele Creek Crossing (No. 25), Cherry Road Crossing (No. 29) and Denton Towne Crossing (No. 48)
|
The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors, but the Mortgage Loans are not cross-collateralized or cross-defaulted with each other.
|
Representation Number
on Annex E-1 |
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(9) Junior Liens
|
Holiday Inn Columbia (No. 12)
|
The Mortgaged Property is subject to an unrecorded installment sales contract (the “Sales Contract”) pursuant to which the Mortgagor has agreed to sell the Mortgaged Property to an affiliate. The term of the Sales Contract extends beyond the maturity date of the Mortgage Loan. The Sales Contract is subject to a subordination and standstill agreement between the Mortgagor, the affiliate purchaser and the Mortgagee. In addition, the affiliate purchaser joined with the Mortgagor in the Mortgage for the purpose of subjecting its beneficial interest in the Mortgaged Property to the lien of the Mortgage Loan.
|
||
(12) Condemnation
|
Sun Shadow Square (No. 32)
|
There is a recorded resolution (the “County Resolution”) from the applicable local governmental authority giving notice that a project to construct and maintain flood control and storm drainage facilities in an area which includes the Mortgaged Property is being planned. The County Resolution provides that the impact from such project may include, without limitation, potential easements and condemnations. The Mortgagor has reported that it has not received any request for such an easement or notice of any potential condemnation.
|
||
(24) Local Law Compliance
|
Kings Crossing (No. 6)
|
A tenant at the Mortgaged Property has not obtained a Certificate of Occupancy as required by local Zoning Regulations. The Mortgagor has covenanted in the Loan Documents to cause such tenant to obtain the Certificate of Occupancy and, upon receipt, to deliver a copy of such Certificate of Occupancy to the Mortgagee.
|
||
(24) Local Law Compliance
|
Holiday Inn Express Raleigh SW – NC State (No. 24)
|
There are certain open fire code violations at the Mortgaged Property. The Mortgagor is required to use commercially reasonable efforts to clear such fire code violations. The Loan Documents provide recourse against the Mortgagor and the guarantor for any loss suffered by the Mortgagee as a result of such fire code violations.
|
||
(24) Local Law Compliance
|
Sawgrass Apartments (No. 28)
|
Based on the property condition report received in connection with the origination of the Mortgage Loan, the Mortgaged Property is not in compliance with the applicable building guidelines of the Fair Housing Act of 1988 (the “FHA”). A reserve equal to 125% of the estimated cost to remediate such noncompliance was funded at origination. The Mortgagor is required to remediate noncompliance upon the earlier of (i) the date that existing tenant leases for the noncompliant units expire and (ii) the date the Mortgagor receives notice of any violation of the FHA from any governmental authority. The terms of the Mortgage Loan provide recourse against the Mortgagor and the guarantor for any losses incurred by the Mortgagee due to any noncompliance with the FHA.
|
||
(25) Licenses and Permits
|
Kings Crossing (No. 6)
|
A tenant at the Mortgaged Property has not obtained a Certificate of Occupancy as required by local Zoning Regulations. The Mortgagor has covenanted in the Loan Documents to cause such tenant to obtain the Certificate of Occupancy and, upon receipt, to deliver a copy of such Certificate of Occupancy to the Mortgagee.
|
||
(26) Recourse Obligations
|
Market Strategies Building (No. 42)
|
The Loan Documents provide for loss recourse against the Mortgagor and the guarantor due to the misappropriation of gross revenues (including rents) by or on behalf of the Mortgagor during an event of default but such loss recourse only applies with respect to gross revenues received during the continuance of (i) an event of default related to the failure to make any payments when due under the Loan Documents (and, to the extent the Mortgagor has tendered payment in full of all required payments, then only to the extent that the Mortgagee will have refused to accept tender of payment in full of any such required payment after the related due date) and (ii) any other event of default of which the Mortgagor has received written notice or has actual knowledge.
|
(31) Single-Purpose Entity
|
Renaissance Woodbridge (No. 5)
|
The Mortgagor previously owned property adjacent to the Mortgaged Property as well as ownership interests in an entity that subsequently owned the same adjacent property. Such adjacent property and the equity interests in the subsequent owner of such adjacent property have been sold to a third party and the Mortgagor does not own any assets other than those related to its interest in and operation of the Mortgaged Property. The Mortgagor is required to indemnify the Mortgagee for any losses suffered as a result of the Mortgagor’s prior ownership of the adjacent property or the equity interests in the subsequent owner of such adjacent property.
|
||
(31) Single-Purpose Entity
|
Holiday Inn Express Raleigh SW – NC State (No. 24)
|
The Mortgagor previously owned a vacant parcel adjacent to the Mortgaged Property. Such adjacent parcel was included in the scope of the environmental assessment prepared in connection with the origination of the Mortgage Loan. The terms of the Mortgage Loan provide for recourse against the Mortgagor and the guarantor for any loss suffered by the Mortgagee as a result of the Mortgagor’s prior ownership of such vacant parcel.
|
||
(31) Single-Purpose Entity
|
Atlantic Station Shopping Center (No. 35)
|
The Mortgagor previously owned a vacant parcel adjacent to the Mortgaged Property. Such adjacent parcel was subsequently conveyed to a third party. A Phase I conducted on the previously owned parcel revealed no evidence of any environmental impacts. The terms of the Mortgage Loan provide for full recourse against the Mortgagor and guarantor for any liability arising out the Mortgagor’s ownership of such previously owned parcel.
The Mortgagor has additional indebtedness in the form of an unsecured loan made by the manager of the Mortgagor. Payments on such unsecured loan may only be paid from excess cash flow after all amounts due with respect to the Mortgage Loan have been paid in full. A subordination and standstill agreement is in place with respect to such unsecured debt.
|
||
(39) Organization of Mortgagor
|
Rivergate Station (No. 7), Park Place Shopping Center (No. 9), Riverwalk Plaza (No. 11), The Center at Stockton (No. 17) and Hagerstown Shopping Center (No. 36)
|
The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors.
|
||
(39) Organization of Mortgagor
|
South Industrial Portfolio (No. 26) and 710 Avis and Liberty Plaza Portfolio (No. 46)
|
The Mortgagor under each of these Mortgage Loans is affiliated with the other Mortgagors.
|
Representation Number
on Annex E-1 |
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(16) Insurance
|
The Outlet Shoppes at Atlanta (No. 2)
|
All policies of insurance required may be issued by a syndicate of primary insurers through which at least 75% of the coverage (if there are four (4) or fewer members of the syndicate) or at least 60% of the coverage (if there are five (5) or more members of the syndicate) is with insurers having a rating of at least “A” by S&P and all such carriers have claims-paying ability ratings of not less than “BBB+” by S&P.
Notwithstanding the foregoing, (i) Pennsylvania Manufacturers’ Association (“PMA”) will be an acceptable carrier for general liability insurance, provided that PMA maintains a rating of “A3” with Moody’s; (ii) Factory Mutual Insurance Company (“FMIC”) and Affiliated FM Insurance Company (“AFMIC”) shall be acceptable carriers with respect to insurance on the Property level, provided that such companies maintain a minimum rating of “Api” with S&P and “A” with Fitch and (iii) Zurich shall be an acceptable carrier, so long as it maintains ratings of A2 with Moody’s and A with S&P; provided, further, that in the event that any of PMA, FMIC, AFMIC or Zurich is downgraded or withdrawn, the Mortgagor is required to notify the lender and replace PMA, FMIC, AFMIC or Zurich, as applicable, with an insurer meeting the lender’s rating requirements.
|
||
(24) Local Law Compliance
|
500 Seaview (No. 38)
|
There is an open code violation at the Mortgaged Property related to the elevator. The Mortgagor is required to provide written evidence to the lender within 6 months of the origination of the Mortgage Loan that the violation has been remedied, and the Mortgaged Property is in compliance with all applicable legal requirements.
|
||
(26) Recourse Obligations
|
The Outlet Shoppes at Atlanta (No. 2)
|
Recourse for prohibited transfers of the Mortgaged Property or equity interests in the Mortgagor is limited to actual damages (rather than full recourse).
|
||
(27) Mortgage Releases
|
The Outlet Shoppes at Atlanta (No. 2)
|
The Mortgagor is permitted to transfer the fee interest in the Mortgaged Property to the local taxing authority in exchange for a lease back of the Mortgaged Property as part of a PILOT program that would reduce the property taxes paid by the Mortgagor. The Mortgaged Property would remain subject to the mortgage upon any such transfer and the fee interest may be repurchased at any time for $100.
|
Representation Number
on Annex E-1 |
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
Various
|
Various
|
Certain of the Mortgage Loan Documents provide that insurance proceeds may be disbursed to the borrower where the proceeds are less than $250,000 (or in some cases, a smaller amount) and the cost to restore is also less than $250,000 (or such smaller amount as specified in the related Mortgage Loan Documents).
|
||
Various
|
Various
|
For multi-layered policies, if four or fewer insurance companies issue the policies, then at least 75% of the insurance coverage represented by the policies must be provided by insurance companies with a claims paying ability rating of “A-” or better by S&P, with no carrier below “BBB-” or if five (5) or more insurance companies issue the policies, then at least 60% of the insurance coverage represented by the policies must be provided by insurance companies with a claims paying ability rating of “A-” or better by S&P, with no carrier below “BBB.”
|
||
(25) Licenses and Permits
|
Marianos Elmhurst (No. 13)
|
The borrower is a Delaware Statutory Trust, which is not qualified to do business in the State of Illinois. The borrower’s Signatory Trustee, a Delaware limited liability company (and a single purpose entity with an independent manager), is qualified to do business in the State of Illinois.
|
||
(26) Financial Reporting and Rent Rolls
|
22 East 60th (No. 10)
|
The Mortgage Loan Documents do not require the borrower to provide rent rolls for the Mortgaged Property.
|
Representation Number
on Annex E-1 |
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(16) Insurance
|
Holly Hill Plaza (No. 43); Best Western Oceanfront (No. 51)
|
For multi-layered insurance programs, all policies of insurance may be issued by a syndicate of insurers through which at least 75% of the insurance coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the insurance coverage (if there are five (5) or more members of the syndicate) is provided by insurance companies with a claims paying ability rating of “A-” or better by S&P (and the equivalent by any other rating agency), with no carrier below “BBB” (and the equivalent by any other rating agency).
|
||
(29) Acts of Terrorism Exclusion
|
Holly Hill Plaza (No. 43)
|
If terrorist acts are not included as part of the “all risk” property policy and/or the general liability and excess liability/umbrella policies, the borrower is required to obtain coverage for terrorism as stand-alone coverage, provided that such coverage is available at a cost not in excess of three times the cost of including terrorism under the general liability and excess liability policies or obtaining such coverage on a stand-alone basis as of the origination date.
|
||
(29) Acts of Terrorism Exclusion
|
Office Depot (No. 64)
|
The property insurance coverage is maintained by the sole tenant and excludes coverage for acts of terrorism. The Loan Documents expressly waive the requirement that such coverage be maintained by the borrower.
|
Distribution Date
|
Balance
|
Distribution Date
|
Balance
|
||||||||
1/10/2014
|
$55,534,000.00
|
3/10/2019
|
$51,960,892.54
|
||||||||
2/10/2014
|
$55,534,000.00
|
4/10/2019
|
$51,123,660.89
|
||||||||
3/10/2014
|
$55,534,000.00
|
5/10/2019
|
$50,216,838.92
|
||||||||
4/10/2014
|
$55,534,000.00
|
6/10/2019
|
$49,371,842.73
|
||||||||
5/10/2014
|
$55,534,000.00
|
7/10/2019
|
$48,457,439.44
|
||||||||
6/10/2014
|
$55,534,000.00
|
8/10/2019
|
$47,604,610.17
|
||||||||
7/10/2014
|
$55,534,000.00
|
9/10/2019
|
$46,747,985.22
|
||||||||
8/10/2014
|
$55,534,000.00
|
10/10/2019
|
$45,822,226.97
|
||||||||
9/10/2014
|
$55,534,000.00
|
11/10/2019
|
$44,957,666.29
|
||||||||
10/10/2014
|
$55,534,000.00
|
12/10/2019
|
$44,024,159.62
|
||||||||
11/10/2014
|
$55,534,000.00
|
1/10/2020
|
$43,151,593.16
|
||||||||
12/10/2014
|
$55,534,000.00
|
2/10/2020
|
$42,275,142.85
|
||||||||
1/10/2015
|
$55,534,000.00
|
3/10/2020
|
$41,265,261.84
|
||||||||
2/10/2015
|
$55,534,000.00
|
4/10/2020
|
$40,380,409.89
|
||||||||
3/10/2015
|
$55,534,000.00
|
5/10/2020
|
$39,427,091.59
|
||||||||
4/10/2015
|
$55,534,000.00
|
6/10/2020
|
$38,534,054.72
|
||||||||
5/10/2015
|
$55,534,000.00
|
7/10/2020
|
$37,572,744.77
|
||||||||
6/10/2015
|
$55,534,000.00
|
8/10/2020
|
$36,671,450.73
|
||||||||
7/10/2015
|
$55,534,000.00
|
9/10/2020
|
$35,766,144.48
|
||||||||
8/10/2015
|
$55,534,000.00
|
10/10/2020
|
$34,792,854.28
|
||||||||
9/10/2015
|
$55,534,000.00
|
11/10/2020
|
$33,879,182.54
|
||||||||
10/10/2015
|
$55,534,000.00
|
12/10/2020
|
$32,897,724.43
|
||||||||
11/10/2015
|
$55,534,000.00
|
1/10/2021
|
$31,975,613.34
|
||||||||
12/10/2015
|
$55,534,000.00
|
2/10/2021
|
$31,049,397.04
|
||||||||
1/10/2016
|
$55,534,000.00
|
3/10/2021
|
$29,928,955.87
|
||||||||
2/10/2016
|
$55,534,000.00
|
4/10/2021
|
$28,993,620.29
|
||||||||
3/10/2016
|
$55,534,000.00
|
5/10/2021
|
$27,991,011.93
|
||||||||
4/10/2016
|
$55,534,000.00
|
6/10/2021
|
$27,047,045.69
|
||||||||
5/10/2016
|
$55,534,000.00
|
7/10/2021
|
$26,036,010.62
|
||||||||
6/10/2016
|
$55,534,000.00
|
8/10/2021
|
$25,083,337.53
|
||||||||
7/10/2016
|
$55,534,000.00
|
9/10/2021
|
$24,126,422.65
|
||||||||
8/10/2016
|
$55,534,000.00
|
10/10/2021
|
$23,102,744.34
|
||||||||
9/10/2016
|
$55,534,000.00
|
11/10/2021
|
$22,137,008.27
|
||||||||
10/10/2016
|
$55,534,000.00
|
12/10/2021
|
$21,104,717.26
|
||||||||
11/10/2016
|
$55,534,000.00
|
1/10/2022
|
$20,130,082.10
|
||||||||
12/10/2016
|
$55,534,000.00
|
2/10/2022
|
$19,151,107.01
|
||||||||
1/10/2017
|
$55,534,000.00
|
3/10/2022
|
$17,982,122.85
|
||||||||
2/10/2017
|
$55,534,000.00
|
4/10/2022vn
|
$16,993,576.03
|
||||||||
3/10/2017
|
$55,534,000.00
|
5/10/2022
|
$15,939,015.30
|
||||||||
4/10/2017
|
$55,534,000.00
|
6/10/2022
|
$14,941,367.94
|
||||||||
5/10/2017
|
$55,534,000.00
|
7/10/2022
|
$13,877,921.86
|
||||||||
6/10/2017
|
$55,534,000.00
|
8/10/2022
|
$12,871,093.59
|
||||||||
7/10/2017
|
$55,534,000.00
|
9/10/2022
|
$11,859,781.49
|
||||||||
8/10/2017
|
$55,534,000.00
|
10/10/2022
|
$10,782,993.26
|
||||||||
9/10/2017
|
$55,534,000.00
|
11/10/2022
|
$9,762,379.57
|
||||||||
10/10/2017
|
$55,534,000.00
|
12/10/2022
|
$8,676,509.76
|
||||||||
11/10/2017
|
$55,534,000.00
|
1/10/2023
|
$7,646,512.33
|
||||||||
12/10/2017
|
$55,534,000.00
|
2/10/2023
|
$6,611,927.53
|
||||||||
1/10/2018
|
$55,534,000.00
|
3/10/2023
|
$5,391,779.88
|
||||||||
2/10/2018
|
$55,534,000.00
|
4/10/2023
|
$4,347,146.39
|
||||||||
3/10/2018
|
$55,534,000.00
|
5/10/2023
|
$3,237,826.73
|
||||||||
4/10/2018
|
$55,534,000.00
|
6/10/2023
|
$2,183,597.33
|
||||||||
5/10/2018
|
$55,534,000.00
|
7/10/2023
|
$1,064,908.84
|
||||||||
6/10/2018
|
$55,534,000.00
|
8/10/2023
|
$998.77
|
||||||||
7/10/2018
|
$55,534,000.00
|
9/10/2023
|
$0.00
|
||||||||
8/10/2018
|
$55,534,000.00
|
||||||||||
9/10/2018
|
$55,534,000.00
|
||||||||||
10/10/2018
|
$55,534,000.00
|
||||||||||
11/10/2018
|
$55,533,781.35
|
||||||||||
12/10/2018
|
$54,646,046.11
|
||||||||||
1/10/2019
|
$53,820,772.33
|
||||||||||
2/10/2019
|
$52,991,825.97
|
The Offered Certificates:
The offered certificates will be issuable in series. The issuing entity for each series of offered certificates will be a statutory or common law trust created at our direction. Each series of offered certificates will—
● have its own series designation, and
● consist of one or more classes with various payment characteristics.
No governmental agency or instrumentality will insure or guarantee payment on the offered certificates. The offered certificates will represent interests only in the issuing entity. They will not represent interests in or obligations of us, any sponsor or any of our or their respective affiliates. Neither we nor any of our affiliates are responsible for making payments on the offered certificates if collections on the related trust assets are insufficient.
|
The Trust Assets:
The assets of each issuing entity will include—
● mortgage loans secured by first and/or junior liens on, or security interests in, various interests in commercial and multifamily real properties,
● mortgage-backed securities that directly or indirectly evidence interests in, or are directly or indirectly secured by, those types of mortgage loans, or
● some combination of those types of mortgage loans and mortgage-backed securities.
Trust assets may also include cash, permitted investments, letters of credit, surety bonds, insurance policies, guarantees, reserve funds, guaranteed investment contracts, interest rate exchange agreements, interest rate cap or floor agreements and/or currency exchange agreements.
|
You should carefully consider the risk factors beginning on page 19 in this prospectus, as well as those set forth in the related prospectus supplement, prior to investing.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
|
Page
|
|||
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS AND THE RELATED PROSPECTUS SUPPLEMENT |
6
|
||
AVAILABLE INFORMATION |
6
|
||
SUMMARY OF PROSPECTUS |
7
|
||
RISK FACTORS |
19
|
||
The Investment Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable
|
19
|
||
Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower’s Ability to Refinance the Property, of Which There Is No Assurance
|
22
|
||
The Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates May Present Special Risks
|
28
|
||
Any Analysis of the Value or Income Producing Ability of a Commercial or Multifamily Property Is Highly Subjective and Subject to Error
|
50
|
||
Borrower Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss
|
53
|
||
Loan Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss
|
53
|
||
Geographic Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss
|
53
|
||
Changes in Pool Composition Will Change the Nature of Your Investment
|
53
|
||
The Borrower’s Form of Entity May Cause Special Risks and/or Hinder Recovery
|
54
|
||
Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates
|
55
|
||
Environmental Liabilities Will Adversely Affect the Value and Operation of the Contaminated Property and May Deter a Lender from Foreclosing
|
56
|
||
Lending on Condominium Units Creates Risks for Lenders That Are Not Present When Lending on Non-Condominiums
|
58
|
||
Lending on Ground Leases Creates Risks for Lenders That Are Not Present When Lending on an Actual Ownership Interest in a Real Property
|
58
|
||
Leased Fee Properties Have Special Risks
|
60
|
||
Some Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as Being Unenforceable
|
60
|
||
Jurisdictions With One Action or Security First Rules and/or Anti-Deficiency Legislation May Limit the Ability of the Special Servicer to Foreclose on a Real Property or to Realize on Obligations Secured by a Real Property
|
62
|
||
Additional Secured Debt Increases the Likelihood that a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates; Co-Lender, Intercreditor and Similar Agreements May Limit a Mortgage Lender’s Rights
|
62
|
||
With Respect to Certain Mortgage Loans Included in Our Trusts, the Mortgaged Property or Properties that Secure the Subject Mortgage Loan in the Trust Also Secure One or More Related Mortgage Loans That Are Not in the Trust; The Interests of the Holders of Those Non-Trust Mortgage Loans May Conflict with Your Interests.
|
63
|
||
Certain Aspects of Co-Lender, Intercreditor and Similar Agreements Executed in Connection with Mortgage Loans Underlying Your Offered Certificates May be Unenforceable
|
64
|
||
Mezzanine Debt May Reduce the Cash Flow Available to Reinvest in a Mortgaged Real Property and may Increase the Likelihood that a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates
|
64
|
||
World Events and Natural Disasters Could Have an Adverse Impact on the Real Properties Securing the Mortgage Loans Underlying Your Offered Certificates and Consequently Could Reduce the Cash Flow Available to Make Payments on the Offered Certificates.
|
65
|
||
Lack of Insurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses
|
65
|
||
Changes in Zoning Laws May Adversely Affect the Use or Value of a Real Property
|
66
|
||
Redevelopment and Renovation at the Mortgaged Properties May Have Uncertain and Adverse Results
|
66
|
||
Compliance with the Americans with Disabilities Act of 1990 May Be Expensive
|
67
|
Litigation and Other Legal Proceedings May Adversely Affect a Borrower’s Ability to Repay Its Mortgage Loan
|
67
|
||
Potential Conflicts of Interest Can Affect a Person’s Performance
|
67
|
||
Property Managers and Borrowers May Each Experience Conflicts of Interest in Managing Multiple Properties.
|
68
|
||
Adjustable Rate Mortgage Loans May Entail Greater Risks of Default to Lenders Than Fixed Rate Mortgage Loans
|
68
|
||
Limited Information Causes Uncertainty
|
68
|
||
The Risk of Terrorism in the United States and Military Action May Adversely Affect the Value of the Offered Certificates and Payments on the Mortgage Assets
|
69
|
||
Lack of Liquidity Will Impair Your Ability to Sell Your Offered Certificates and May Have an Adverse Effect on the Market Value of Your Offered Certificates
|
69
|
||
The Market Value of Your Offered Certificates May Be Adversely Affected by Factors Unrelated to the Performance of Your Offered Certificates and the Underlying Mortgage Assets, such as Fluctuations in Interest Rates and the Supply and Demand of CMBS Generally
|
69
|
||
The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected the Value of Commercial Mortgage-Backed Securities
|
70
|
||
Certain Classes of the Offered Certificates are Subordinate to, and are Therefore Riskier than, One or More Other Classes of Certificates of the Same Series
|
71
|
||
Payments on the Offered Certificates Will Be Made Solely from the Limited Assets of the Related Trust, and Those Assets May Be Insufficient to Make All Required Payments on Those Certificates
|
71
|
||
Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses
|
71
|
||
The Interests of Certain Certificateholders With Rights and Powers Over Certain Servicing Actions and to Cure and Purchase Certain Mortgage Loans May Be in Conflict with the Interests of the Offered Certificateholders of the Same Series
|
72
|
||
Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer
|
72
|
||
Additional Compensation to the Master Servicer and the Special Servicer and Interest on Advances Will Affect Your Right to Receive Distributions on Your Offered Certificates
|
73
|
||
Inability to Replace the Master Servicer Could Affect Collections and Recoveries on the Mortgage Assets
|
73
|
||
Problems with Book-Entry Registration
|
73
|
||
Taxes on Foreclosure Property Will Reduce Amounts Available to Make Payments on the Offered Certificates
|
74
|
||
Changes to REMIC Restrictions on Loan Modifications May Impact an Investment in the Certificates
|
74
|
||
Residual Interests in a Real Estate Mortgage Investment Conduit Have Adverse Tax Consequences
|
75
|
||
The Nature of Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected Return on Your Offered Certificates
|
76
|
||
The Ratings of Your Offered Certificates May Be Lowered or Withdrawn, or Your Certificates May Receive an Unsolicited Rating, Which May Adversely Affect the Liquidity, Market Value and Regulatory Characteristics of Your Offered Certificates
|
77
|
||
CAPITALIZED TERMS USED IN THIS PROSPECTUS |
77
|
||
THE TRUST FUND |
78
|
||
Description of the Trust Assets
|
78
|
||
Mortgage Loans
|
78
|
||
Mortgage-Backed Securities
|
82
|
||
Acquisition, Removal and Substitution of Mortgage Assets
|
84
|
||
Cash, Accounts and Permitted Investments
|
85
|
||
Credit Support
|
86
|
||
Arrangements Providing Reinvestment, Interest Rate and Currency Related Protection
|
86
|
||
TRANSACTION PARTICIPANTS |
87
|
||
The Sponsor
|
87
|
||
The Depositor
|
87
|
||
The Issuing Entity
|
88
|
||
The Originators
|
89
|
||
DESCRIPTION OF THE GOVERNING DOCUMENTS |
89
|
||
General
|
89
|
Assignment of Mortgage Assets
|
90
|
||
Representations and Warranties with Respect to Mortgage Assets
|
90
|
||
Collection and Other Servicing Procedures with Respect to Mortgage Loans
|
91
|
||
Servicing Mortgage Loans That Are Part of a Loan Combination
|
93
|
||
Sub-Servicers
|
93
|
||
Collection of Payments on Mortgage-Backed Securities
|
94
|
||
Advances
|
94
|
||
Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us
|
95
|
||
Termination Events
|
97
|
||
Amendment
|
97
|
||
List of Certificateholders
|
98
|
||
Eligibility Requirements for the Trustee
|
98
|
||
Duties of the Trustee
|
98
|
||
Rights, Protections, Indemnities and Immunities of the Trustee
|
99
|
||
Resignation and Removal of the Trustee
|
100
|
||
DESCRIPTION OF THE CERTIFICATES |
101
|
||
General
|
101
|
||
Investor Requirements and Transfer Restrictions
|
103
|
||
Payments on the Certificates
|
103
|
||
Allocation of Losses and Shortfalls
|
107
|
||
Incorporation of Certain Documents by Reference; Reports Filed with the SEC
|
108
|
||
Reports to Certificateholders
|
109
|
||
Voting Rights
|
109
|
||
Termination and Redemption
|
110
|
||
Book-Entry Registration
|
111
|
||
Exchangeable Certificates
|
114
|
||
YIELD AND MATURITY CONSIDERATIONS |
116
|
||
General
|
116
|
||
Pass-Through Rate
|
117
|
||
Payment Delays
|
117
|
||
Yield and Prepayment Considerations
|
117
|
||
Weighted Average Life and Maturity
|
119
|
||
Prepayment Models
|
120
|
||
Other Factors Affecting Yield, Weighted Average Life and Maturity
|
120
|
||
DESCRIPTION OF CREDIT SUPPORT |
123
|
||
General
|
123
|
||
Subordinate Certificates
|
123
|
||
Overcollateralization and Excess Cash Flow
|
124
|
||
Letters of Credit
|
124
|
||
Insurance Policies, Surety Bonds and Guarantees
|
124
|
||
Reserve Funds
|
125
|
||
Credit Support with Respect to MBS
|
125
|
||
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS |
125
|
||
General
|
125
|
||
Types of Mortgage Instruments
|
126
|
||
Installment Contracts
|
127
|
||
Leases and Rents
|
127
|
||
Personalty
|
128
|
||
Foreclosure
|
128
|
||
Bankruptcy Issues
|
133
|
||
Environmental Considerations
|
139
|
||
Due-on-Sale and Due-on-Encumbrance Provisions
|
142
|
||
Junior Liens; Rights of Holders of Senior Liens
|
142
|
||
Subordinate Financing
|
143
|
||
Default Interest and Limitations on Prepayments
|
143
|
Applicability of Usury Laws
|
143
|
||
Americans with Disabilities Act
|
144
|
||
Servicemembers Civil Relief Act
|
144
|
||
Anti-Money Laundering, Economic Sanctions and Bribery
|
145
|
||
Potential Forfeiture of Assets
|
145
|
||
Terrorism Insurance Program
|
146
|
||
MATERIAL FEDERAL INCOME TAX CONSEQUENCES |
146
|
||
General
|
146
|
||
REMICs
|
147
|
||
Taxation of Classes of Exchangeable Certificates
|
172
|
||
Grantor Trusts
|
175
|
||
STATE AND OTHER TAX CONSEQUENCES |
186
|
||
ERISA CONSIDERATIONS |
187
|
||
General
|
187
|
||
Plan Asset Regulations
|
188
|
||
Prohibited Transaction Exemptions
|
189
|
||
Underwriter Exemption
|
189
|
||
Insurance Company General Accounts
|
190
|
||
Ineligible Purchasers
|
190
|
||
Consultation with Counsel
|
190
|
||
Tax Exempt Investors
|
191
|
||
LEGAL INVESTMENT |
191
|
||
USE OF PROCEEDS |
192
|
||
METHOD OF DISTRIBUTION |
192
|
||
LEGAL MATTERS |
194
|
||
FINANCIAL INFORMATION |
194
|
||
RATINGS |
194
|
||
GLOSSARY |
196
|
●
|
this prospectus, which provides general information, some of which may not apply to that particular series of offered certificates; and
|
●
|
the prospectus supplement for that particular series of offered certificates, which will describe the specific terms of those offered certificates.
|
SUMMARY OF PROSPECTUS
This summary contains selected information from this prospectus. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of a particular offering of certificates, you should read carefully this prospectus and the related prospectus supplement in full.
|
|||
The Depositor
|
We are Citigroup Commercial Mortgage Securities Inc., the depositor with respect to each series of offered certificates. We are a special purpose Delaware corporation. Our principal offices are located at 388 Greenwich Street, New York, New York 10013. Our main telephone number is 212-816-6000. We are an indirect, wholly-owned subsidiary of Citigroup Global Markets Holdings Inc. and an affiliate of Citigroup Global Markets Inc. We will acquire the mortgage assets that are to back each series of offered certificates and transfer them to the issuing entity. See “Transaction Participants—The Depositor.”
|
||
The Sponsors
|
Citigroup Global Markets Realty Corp., which is an affiliate of both us and Citigroup Global Markets Inc., will be a sponsor with respect to each securitization transaction involving the issuance of a series of offered certificates, unless otherwise specified in the prospectus supplement. If there are other sponsors with respect to any securitization transaction involving the issuance of a series of offered certificates, we will identify each of those sponsors and include relevant information with respect thereto in the related prospectus supplement. With respect to any securitization transaction involving the issuance of a series of offered certificates, a sponsor will be a person or entity that organizes and initiates that securitization transaction by selling or transferring assets, either directly or indirectly, including through an affiliate, to the issuing entity. See “Transaction Participants—The Sponsor.”
|
||
The Issuing Entity
|
The issuing entity with respect to each series of offered certificates will be a statutory trust or common law trust created at our direction. Each such trust will own and hold the related mortgage assets and be the entity in whose name the subject offered certificates are issued. See “Transaction Participants—The Issuing Entity.”
|
||
The Originators
|
Some or all of the mortgage loans backing a series of offered certificates may be originated by Citigroup Global Markets Realty Corp. or by one of our other affiliates. In addition, there may be other third-party originators of the mortgage loans backing a series of offered certificates. See “Transaction Participants—The Originators” and “Transaction Participants—The Sponsor.” We will identify in the prospectus supplement for each series of offered certificates any originator or group of affiliated originators — apart from a sponsor and/or its affiliates — that originated or is expected to originate mortgage loans
|
||
representing 10% or more of the related mortgage asset pool, by balance.
|
||||
The Securities Being Offered
|
The securities that will be offered by this prospectus and the related prospectus supplements consist of mortgage pass-through certificates. These certificates will be issued in series, and each series will, in turn, consist of one or more classes. Each class of offered certificates must, at the time of issuance, be assigned an investment grade rating by at least one nationally recognized statistical rating organization. We will identify in the related prospectus supplement or in a related free writing prospectus, with respect to each class of offered certificates, each applicable rating agency and the minimum rating to be assigned. Typically, the four highest rating categories, within which there may be sub-categories or gradations to indicate relative standing, signify investment grade. See “Ratings.”
|
|||
Each series of offered certificates will evidence beneficial ownership interests in a trust established by us and containing the assets described in this prospectus and the related prospectus supplement.
|
||||
The Offered Certificates May Be
Issued with Other Certificates
|
We may not publicly offer all the mortgage pass-through certificates evidencing interests in one of our trusts. We may elect to retain some of those certificates, to place some privately with institutional investors, to place some with investors outside the United States or to deliver some to the applicable seller as partial consideration for the related mortgage assets. In addition, some of those certificates may not satisfy the rating requirement for offered certificates described under “—The Securities Being Offered” above.
|
|||
The Governing Documents
|
In general, a pooling and servicing agreement or other similar agreement or collection of agreements will govern, among other things—
|
|||
●
|
the issuance of each series of offered certificates,
|
|||
●
|
the creation of and transfer of assets to the issuing entity, and
|
|||
●
|
the servicing and administration of those assets.
|
|||
The parties to the governing document(s) for a series of offered certificates will always include us and a trustee. We will be responsible for establishing the issuing entity for each series of offered certificates. In addition, we will transfer or arrange for the transfer of the initial trust assets to each issuing entity. In general, the trustee for a series of offered certificates will be responsible for, among other things, making payments and
|
||||
preparing and disseminating various reports to the holders of those offered certificates.
|
||||
If the trust assets for a series of offered certificates include mortgage loans, the parties to the applicable governing document(s) will also include—
|
||||
●
|
one or more master servicers that will generally be responsible for performing customary servicing duties with respect to those mortgage loans that are not defaulted, nonperforming or otherwise problematic in any material respect, and
|
|||
●
|
one or more special servicers that will generally be responsible for servicing and administering (a) those mortgage loans that are defaulted, nonperforming or otherwise problematic in any material respect, including the performance of work-outs and foreclosures with respect to those mortgage loans, and (b) real estate assets acquired as part of the related trust with respect to defaulted mortgage loans.
|
|||
The same person or entity, or affiliated entities, may act as both master servicer and special servicer for one of our trusts.
|
||||
If the trust assets for a series of offered certificates include mortgage-backed securities, the parties to the applicable governing document(s) may also include a manager that will be responsible for performing various administrative duties with respect to those mortgage-backed securities. If the related trustee assumes those duties, however, there will be no manager.
|
||||
Compensation arrangements for a trustee, master servicer, special servicer or manager for one of our trusts may vary from securitization transaction to securitization transaction.
|
||||
In the related prospectus supplement, we will identify the trustee and any master servicer, special servicer or manager for each series of offered certificates and will describe their respective duties and compensation in further detail. In addition, in the related prospectus supplement, we will also identify any other material servicer responsible for making distributions to holders of a series of offered certificates, performing workouts or foreclosures, or other aspects of the servicing of a series of offered certificates or the related underlying mortgage assets upon which the performance of those offered certificates or underlying mortgage assets is materially dependent, and we will describe that servicer’s duties and compensation in further detail. See “Description of the Governing Documents.”
|
||||
Any servicer, master servicer or special servicer for one of our trusts may perform any or all of its servicing duties under the
|
||||
applicable governing document(s) through one or more sub-servicers. In the related prospectus supplement, we will identify any such sub-servicer that, at the time of initial issuance of the subject offered certificates, is (a) affiliated with us or with the issuing entity or any sponsor for the subject securitization transaction or (b) services 10% or more of the related mortgage assets, by balance.
|
||||
Characteristics of the Mortgage Assets
|
The trust assets with respect to any series of offered certificates will, in general, include mortgage loans. Each of those mortgage loans will constitute the obligation of one or more persons to repay a debt. The performance of that obligation will be secured by a first or junior lien on, or security interest in, the fee, leasehold or other interest(s) of the related borrower or another person in or with respect to one or more commercial or multifamily real properties. In particular, those properties may include:
|
|||
●
|
rental or cooperatively-owned buildings with multiple dwelling units;
|
|||
●
|
retail properties related to the sale of consumer goods and other products, or related to providing entertainment, recreational or personal services, to the general public;
|
|||
●
|
office buildings;
|
|||
●
|
hospitality properties;
|
|||
●
|
casino properties;
|
|||
●
|
health care-related facilities;
|
|||
●
|
industrial facilities;
|
|||
●
|
warehouse facilities, mini-warehouse facilities and self-storage facilities;
|
|||
●
|
restaurants, taverns and other establishments involved in the food and beverage industry;
|
|||
●
|
manufactured housing communities, mobile home parks and recreational vehicle parks;
|
|||
●
|
recreational and resort properties;
|
|||
●
|
arenas and stadiums;
|
|||
●
|
churches and other religious facilities;
|
|||
●
|
parking lots and garages;
|
|||
●
|
mixed use properties;
|
|||
●
|
other income-producing properties; and/or
|
|||
●
|
unimproved land.
|
|||
The mortgage loans underlying a series of offered certificates may have a variety of payment terms. For example, any of those mortgage loans—
|
||||
●
|
may provide for the accrual of interest at a mortgage interest rate that is fixed over its term, that resets on one or more specified dates or that otherwise adjusts from time to time;
|
|||
●
|
may provide for the accrual of interest at a mortgage interest rate that may be converted at the borrower’s election from an adjustable to a fixed interest rate or from a fixed to an adjustable interest rate;
|
|||
●
|
may provide for no accrual of interest;
|
|||
●
|
may provide for level payments to stated maturity, for payments that reset in amount on one or more specified dates or for payments that otherwise adjust from time to time to accommodate changes in the mortgage interest rate or to reflect the occurrence of specified events;
|
|||
●
|
may be fully amortizing or, alternatively, may be partially amortizing or nonamortizing, with a substantial payment of principal due on its stated maturity date;
|
|||
●
|
may permit the negative amortization or deferral of accrued interest;
|
|||
●
|
may prohibit some or all voluntary prepayments or require payment of a premium, fee or charge in connection with those prepayments;
|
|||
●
|
may permit defeasance and the release of real property collateral in connection with that defeasance;
|
|||
●
|
may provide for payments of principal, interest or both, on due dates that occur monthly, bi-monthly, quarterly, semi-annually, annually or at some other interval; and/or
|
|||
●
|
may have two or more component parts, each having characteristics that are otherwise described in this prospectus as being attributable to separate and distinct mortgage loans.
|
|||
Most, if not all, of the mortgage loans underlying a series of offered certificates will be secured by liens on real properties located in the United States, its territories and possessions. However, some of those mortgage loans may be secured by liens on real properties located outside the United States, its territories and possessions, provided that foreign mortgage loans do not represent more than 10% of the related mortgage asset pool, by balance.
|
||||
Neither we nor any of our affiliates will guarantee or insure repayment of any of the mortgage loans underlying a series of offered certificates. Unless we expressly state otherwise in the related prospectus supplement, no governmental agency or instrumentality will guarantee or insure repayment of any of the mortgage loans underlying a series of offered certificates.
|
||||
The trust assets with respect to any series of offered certificates may also include mortgage participations, mortgage pass-through certificates, collateralized mortgage obligations and other mortgage-backed securities, that evidence an interest in, or are secured by a pledge of, one or more mortgage loans of the type described above. We will not include a mortgage participation, mortgage pass-through certificate, collateralized mortgage obligation or other mortgage-backed security among the trust assets with respect to any series of offered certificates unless—
|
||||
●
|
the security has been registered under the Securities Act of 1933, as amended, or
|
|||
●
|
we would be free to publicly resell the security without registration.
|
|||
In addition to the asset classes described above in this “—Characteristics of the Mortgage Assets” subsection, we may include in the trust with respect to any series of offered certificates other asset classes, provided that such other asset classes in the aggregate will not exceed 10% by principal balance of the related asset pool.
|
||||
We will describe the specific characteristics of the mortgage assets underlying a series of offered certificates in the related prospectus supplement.
|
||||
The trust assets with respect to a series of offered certificates will also include cash, including in the form of initial deposits and collections on the related mortgage assets and other related
|
||||
trust assets, bank accounts, permitted investments and, following foreclosure, acceptance of a deed in lieu of foreclosure or any other enforcement action, real property and other collateral for defaulted mortgage loans. | ||||
See “The Trust Fund.”
|
||||
Acquisition, Removal and
Substitution of Mortgage Assets
|
We will generally acquire the mortgage assets to be included in our trusts from Citigroup Global Markets Realty Corp. or another of our affiliates or from another seller of commercial and multifamily mortgage loans. We will then transfer those mortgage assets to the issuing entity for the related securitization. |
|||
In general, the total outstanding principal balance of the mortgage assets transferred by us to any particular trust will equal or exceed the initial total outstanding principal balance of the related series of certificates. If the total outstanding principal balance of the related mortgage assets initially delivered by us to the related trustee is less than the initial total outstanding principal balance of any series of certificates, and if the subject securitization transaction contemplates a prefunding period, then we will deposit or arrange for the deposit of cash or liquid investments on an interim basis with the related trustee or such other party as is specified in the related prospectus supplement to cover the shortfall, and we will specify in the related prospectus supplement the amount of, and the percentage of the mortgage asset pool represented by, that deposit. For 90 days — or such other period as may be specified in the related prospectus supplement — following the date of initial issuance of that series of certificates, which 90-day or other period will be the prefunding period, we or such other party as is specified in the related prospectus supplement will be entitled to obtain a release of the deposited cash or investments upon delivery of a corresponding amount of mortgage assets. However, if there is a failure by us or any other applicable party to deliver mortgage assets sufficient to make up the entire shortfall by the end of the prefunding period, any of the cash or, following liquidation, investments remaining on deposit with the related trustee or other applicable party will be used to pay down the total principal balance of the related series of certificates or otherwise as described in the related prospectus supplement. If the subject securitization transaction contemplates a prefunding period, we will disclose in the related prospectus supplement any limitation on the ability to add pool assets and the requirements for mortgage assets that may be added to the related mortgage asset pool.
|
||||
If so specified in the related prospectus supplement, we or another specified person or entity may be permitted, at our or its option, but subject to the conditions specified in that prospectus
|
||||
supplement, to acquire from the related trust particular mortgage assets underlying a series of certificates in exchange for: | |||||
●
|
cash that would be applied to pay down the principal balances of certificates of that series; and/or
|
||||
●
|
other mortgage loans or mortgage-backed securities that—
|
||||
1.
|
conform to the description of mortgage assets in this prospectus, and
|
||||
2.
|
satisfy the criteria set forth in the related prospectus supplement.
|
||||
In addition, if so specified in the related prospectus supplement, a special servicer or other specified party for one of our trusts may be obligated, under the circumstances described in that prospectus supplement, to sell on behalf of the trust a delinquent or defaulted mortgage asset.
|
|||||
Further, if so specified under circumstances described in the related prospectus supplement, all or substantially all of the remaining certificateholders of a given series of certificates, acting together, may exchange those certificates for all of the mortgage loans, REO properties and mortgage-backed securities remaining in the mortgage pool underlying those certificates.
|
|||||
If and to the extent described in the related prospectus supplement, we, a mortgage asset seller and/or another specified person or entity may make or assign to or for the benefit of one of our trusts various representations and warranties, or may be obligated to deliver to one of our trusts various documents, in either case relating to some or all of the mortgage assets transferred to that trust. Upon the discovery of a material breach of any such representation or warranty or a material defect with respect to those documents, in each case that is material and adverse in accordance with a standard set forth in the related prospectus supplement, we or such other party may be required, at our or its option, to either repurchase the affected mortgage asset(s) out of the related trust or to replace the affected mortgage asset(s) with other mortgage asset(s) that satisfy the criteria set forth in the related prospectus supplement.
|
|||||
No replacement of mortgage assets or acquisition of new mortgage assets will be permitted if it would result in a qualification, downgrade or withdrawal of the then-current rating assigned by any rating agency to any class of affected offered certificates.
|
|||||
Characteristics of
the Offered Certificates
|
As more particularly described under “Description of the Certificates—General” and “—Payments on the Certificates,” an offered certificate may entitle the holder to receive: |
|||
●
|
payments of interest;
|
|||
●
|
payments of principal;
|
|||
●
|
payments of all or part of the prepayment or repayment premiums, fees and charges, equity participation payments or any other specific items or amounts received on the related mortgage assets; and/or
|
|||
●
|
payments of residual amounts remaining after required payments have been made with respect to other classes of certificates of the same series.
|
|||
Any class of offered certificates may be senior or subordinate to or pari passu with one or more other classes of certificates of the same series, including a non-offered class of certificates of that series, for purposes of some or all payments and/or allocations of losses.
|
||||
A class of offered certificates may have two or more component parts, each having characteristics that are otherwise described in this prospectus as being attributable to separate and distinct classes.
|
||||
Payments on a class of offered certificates may occur monthly, bi-monthly, quarterly, semi-annually or at any other specified interval, commencing on the distribution date specified in the related prospectus supplement.
|
||||
We will describe the specific characteristics of each class of offered certificates in the related prospectus supplement, including the principal balance or notional amount, pass-through rate, payment characteristics and authorized denominations. Among other things, in the related prospectus supplement, we will summarize the flow of funds, payment priorities and allocations among the respective classes of offered certificates of any particular series, the respective classes of non-offered certificates of that series, and fees and expenses, to the extent necessary to understand the payment characteristics of those classes of offered certificates, and we will identify any events in the applicable governing document(s) that would alter the transaction structure or flow of funds.
|
||||
If the related prospectus supplement so provides, a series of certificates may include one or more classes that are “exchangeable certificates” as described under “Description of the Certificates-Exchangeable Certificates.”
|
||||
See “Description of the Certificates.”
|
||||
Credit Support and Reinvestment,
Interest Rate and Currency Related
Protection for the Offered Certificates
|
Some classes of offered certificates may be protected in full or in part against defaults and losses, or select types of defaults and losses, on the related mortgage assets by overcollateralization and/or excess cash flow or through the subordination of one or more other classes of certificates of the same series or by other types of credit support. The other types of credit support may include a letter of credit, a surety bond, an insurance policy, a guarantee or a reserve fund. We will describe the credit support, if any, for each class of offered certificates and, if applicable, we will identify the provider of that credit support, in the related prospectus supplement. In addition, we will summarize in the related prospectus supplement how losses not covered by credit enhancement or support will be allocated to the subject series of offered certificates. |
|||
The trust assets with respect to any series of offered certificates may also include any of the following agreements:
|
||||
●
|
guaranteed investment contracts in accordance with which moneys held in the funds and accounts established with respect to those offered certificates will be invested at a specified rate;
|
|||
●
|
interest rate exchange agreements, interest rate cap agreements and interest rate floor agreements; and
|
|||
●
|
currency exchange agreements.
|
|||
We will describe the types of reinvestment, interest rate and currency related protection, if any, for each class of offered certificates and, if applicable, we will identify the provider of that protection, in the related prospectus supplement.
|
||||
See “Risk Factors,” “The Trust Fund” and “Description of Credit Support.”
|
||||
Advances with Respect
to the Mortgage Assets |
If the trust assets for a series of offered certificates include mortgage loans, then, as and to the extent described in the related prospectus supplement, the related master servicer, the related special servicer, the related trustee, any related provider of credit support and/or any other specified person may be obligated to make, or may have the option of making, advances with respect to those mortgage loans to cover— |
|||
●
|
delinquent scheduled payments of principal and/or interest, other than balloon payments,
|
|||
●
|
property protection expenses,
|
|||
●
|
other servicing expenses, or
|
|||
●
|
any other items specified in the related prospectus supplement.
|
|||
Any party making advances will be entitled to reimbursement from subsequent recoveries on the related mortgage loan and as otherwise described in this prospectus or the related prospectus supplement. That party may also be entitled to receive interest on its advances for a specified period. See “Description of the Governing Documents—Advances.”
If the trust assets for a series of offered certificates include mortgage-backed securities, we will describe in the related prospectus supplement any comparable advancing obligations with respect to those mortgage-backed securities or the underlying mortgage loans.
|
||||
Optional or Mandatory
Redemption or Termination
|
We will describe in the related prospectus supplement any circumstances in which a specified party is permitted or obligated to purchase or sell any of the mortgage assets underlying a series of offered certificates. In particular, a master servicer, special servicer or other designated party may be permitted or obligated to purchase or sell— |
|||
●
|
all the mortgage assets in any particular trust, thereby resulting in a termination of the trust, or
|
|||
●
|
that portion of the mortgage assets in any particular trust as is necessary or sufficient to retire one or more classes of offered certificates of the related series.
|
|||
See “Description of the Certificates—Termination and Redemption.”
|
||||
Federal Income Tax Consequences
|
Any class of offered certificates will constitute or evidence ownership of:
|
|||
●
|
regular interests or residual interests in a real estate mortgage investment conduit under Sections 860A through 860G of the Internal Revenue Code of 1986, as amended; or
|
|||
●
|
interests in a grantor trust under Subpart E of Part I of Subchapter J of the Internal Revenue Code of 1986, as amended.
|
|||
See “Material Federal Income Tax Consequences.”
|
||||
ERISA Considerations
|
If you are a fiduciary or any other person investing assets of an employee benefit plan or other retirement plan or arrangement, you are encouraged to review with your legal advisor whether the purchase or holding of offered certificates could give rise to a transaction that is prohibited under the Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code of 1986, as amended. See “ERISA Considerations.”
|
||
Legal Investment
|
We will specify in the related prospectus supplement which classes of the offered certificates, if any, will constitute mortgage related securities for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You are encouraged to consult your own legal advisors to determine the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See “Legal Investment.”
|
||
Ratings
|
It is a condition to the issuance of any class of offered certificates that, at the time of issuance, at least one nationally recognized statistical rating organization has rated those certificates in one of its generic rating categories which signifies investment grade. Typically, the four highest rating categories, within which there may be sub-categories or gradations indicating relative standing, signify investment grade. We will, in the related prospectus supplement or in a related free writing prospectus, with respect to each class of offered certificates, identify the applicable rating agency or agencies and specify the minimum rating(s) that must be assigned thereto. See “Ratings.”
|
|
●
|
an absolute or partial prohibition against voluntary prepayments during some or all of the loan term, or
|
|
●
|
a requirement that voluntary prepayments be accompanied by some form of prepayment premium, fee or charge during some or all of the loan term.
|
|
●
|
the rate of prepayments and other unscheduled collections of principal on the underlying mortgage loans being faster or slower than you anticipated, or
|
|
●
|
the rate of defaults on the underlying mortgage loans being faster, or the severity of losses on the underlying mortgage loans being greater, than you anticipated.
|
|
●
|
vary based on the occurrence of specified events, such as the retirement of one or more other classes of certificates of the same series, or
|
|
●
|
be subject to various contingencies, such as prepayment and default rates with respect to the underlying mortgage loans.
|
|
●
|
the fair market value and condition of the underlying real property;
|
|
●
|
the level of interest rates;
|
|
●
|
the borrower’s equity in the underlying real property;
|
|
●
|
the borrower’s financial condition;
|
|
●
|
occupancy levels at or near the time of refinancing;
|
|
●
|
the operating history of the underlying real property;
|
|
●
|
changes in zoning and tax laws;
|
|
●
|
changes in competition in the relevant area;
|
|
●
|
changes in rental rates in the relevant area;
|
|
●
|
changes in governmental regulation and fiscal policy;
|
|
●
|
prevailing general and regional economic conditions;
|
|
●
|
the state of the fixed income and mortgage markets; and
|
|
●
|
the availability of credit for multifamily rental or commercial properties.
|
|
●
|
the sufficiency of the net operating income of the applicable real property;
|
|
●
|
the market value of the applicable real property at or prior to maturity; and
|
|
●
|
the ability of the related borrower to refinance or sell the applicable real property.
|
|
●
|
the successful operation and value of the related mortgaged property, and
|
|
●
|
the related borrower’s ability to refinance the mortgage loan or sell the related mortgaged property.
|
|
●
|
the location, age, functionality, design and construction quality of the subject property;
|
|
●
|
perceptions regarding the safety, convenience and attractiveness of the property;
|
|
●
|
the characteristics of the neighborhood where the property is located;
|
|
●
|
the degree to which the subject property competes with other properties in the area;
|
|
●
|
the proximity and attractiveness of competing properties;
|
|
●
|
the existence and construction of competing properties;
|
|
●
|
the adequacy of the property’s management and maintenance;
|
|
●
|
tenant mix and concentration;
|
|
●
|
national, regional or local economic conditions, including plant closings, industry slowdowns and unemployment rates;
|
|
●
|
local real estate conditions, including an increase in or oversupply of comparable commercial or residential space;
|
|
●
|
demographic factors;
|
|
●
|
customer confidence, tastes and preferences;
|
|
●
|
retroactive changes in building codes and other applicable laws;
|
|
●
|
changes in governmental rules, regulations and fiscal policies, including environmental legislation; and
|
|
●
|
vulnerability to litigation by tenants and patrons.
|
|
●
|
an increase in interest rates, real estate taxes and other operating expenses;
|
|
●
|
an increase in the capital expenditures needed to maintain the property or make improvements;
|
|
●
|
a decline in the financial condition of a major tenant and, in particular, a sole tenant or anchor tenant;
|
|
●
|
an increase in vacancy rates;
|
|
●
|
a decline in rental rates as leases are renewed or replaced;
|
|
●
|
natural disasters and civil disturbances such as earthquakes, hurricanes, floods, eruptions, terrorist attacks or riots; and
|
|
●
|
environmental contamination.
|
|
●
|
the length of tenant leases;
|
|
●
|
the creditworthiness of tenants;
|
|
●
|
the rental rates at which leases are renewed or replaced;
|
|
●
|
the percentage of total property expenses in relation to revenue;
|
|
●
|
the ratio of fixed operating expenses to those that vary with revenues; and
|
|
●
|
the level of capital expenditures required to maintain the property and to maintain or replace tenants.
|
|
●
|
to pay for maintenance and other operating expenses associated with the property;
|
|
●
|
to fund repairs, replacements and capital improvements at the property; and
|
|
●
|
to service mortgage loans secured by, and any other debt obligations associated with operating, the property.
|
|
●
|
a general inability to lease space;
|
|
●
|
an increase in vacancy rates, which may result from tenants deciding not to renew an existing lease or discontinuing operations;
|
|
●
|
an increase in tenant payment defaults or any other inability to collect rental payments;
|
|
●
|
a decline in rental rates as leases are entered into, renewed or extended at lower rates;
|
|
●
|
an increase in the capital expenditures needed to maintain the property or to make improvements;
|
|
●
|
a decline in the financial condition and/or bankruptcy or insolvency of a significant or sole tenant; and
|
|
●
|
an increase in leasing costs and/or the costs of performing landlord obligations under existing leases.
|
|
●
|
the business operated by the tenants;
|
|
●
|
the creditworthiness of the tenants; and
|
|
●
|
the number of tenants.
|
|
●
|
the unpaid rent due under the lease, without acceleration, for the period prior to the filing of the bankruptcy petition or any earlier repossession by the landlord, or surrender by the tenant, of the leased premises, plus
|
|
●
|
the rent reserved by the lease, without acceleration, for the greater of one year and 15%, not to exceed three years, of the term of the lease following the filing of the bankruptcy petition or any earlier repossession by the landlord, or surrender by the tenant, of the leased premises.
|
|
●
|
changes in interest rates;
|
|
●
|
the availability of refinancing sources;
|
|
●
|
changes in governmental regulations, licensing or fiscal policy;
|
|
●
|
changes in zoning or tax laws; and
|
|
●
|
potential environmental or other legal liabilities.
|
|
●
|
responding to changes in the local market;
|
|
●
|
planning and implementing the rental structure, including staggering durations of leases and establishing levels of rent payments;
|
|
●
|
operating the property and providing building services;
|
|
●
|
managing operating expenses; and
|
|
●
|
ensuring that maintenance and capital improvements are carried out in a timely fashion.
|
|
●
|
maintain or improve occupancy rates, business and cash flow,
|
|
●
|
reduce operating and repair costs, and
|
|
●
|
preserve building value.
|
|
●
|
rental rates;
|
|
●
|
location;
|
|
●
|
type of business or services and amenities offered; and
|
|
●
|
nature and condition of the particular property.
|
|
●
|
offers lower rents;
|
|
●
|
has lower operating costs;
|
|
●
|
offers a more favorable location; or
|
|
●
|
offers better facilities.
|
|
●
|
the physical attributes of the property, such as its age, appearance, amenities and construction quality, in relation to competing buildings;
|
|
●
|
the types of services or amenities offered at the property;
|
|
●
|
the location of the property;
|
|
●
|
distance from employment centers and shopping areas;
|
|
●
|
the characteristics of the surrounding neighborhood, which may change over time;
|
|
●
|
the rents charged for dwelling units at the property relative to the rents charged for comparable units at competing properties;
|
|
●
|
the ability of management to provide adequate maintenance and insurance;
|
|
●
|
the property’s reputation;
|
|
●
|
the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;
|
|
●
|
the existence or construction of competing or alternative residential properties in the local market, including other apartment buildings and complexes, manufactured housing communities, mobile home parks and single-family housing;
|
|
●
|
compliance with and continuance of any government housing rental subsidy programs and/or low income housing tax credit or incentive programs from which the property receives benefits;
|
|
●
|
the ability of management to respond to competition;
|
|
●
|
the tenant mix and whether the property is primarily occupied by workers from a particular company or type of business, personnel from a local military base or students;
|
|
●
|
in the case of student housing facilities, the reliance on the financial well-being of the college or university to which it relates, competition from on-campus housing units, and the relatively higher turnover rate compared to other types of multifamily tenants;
|
|
●
|
adverse local, regional or national economic conditions, which may limit the amount that may be charged for rents and may result in a reduction in timely rent payments or a reduction in occupancy levels;
|
|
●
|
local factory or other large employer closings;
|
|
●
|
state and local regulations, which may affect the property owner’s ability to evict tenants or to increase rent to the market rent for an equivalent apartment;
|
|
●
|
the extent to which the property is subject to land use restrictive covenants or contractual covenants that require that units be rented to low income tenants;
|
|
●
|
the extent to which the cost of operating the property, including the cost of utilities and the cost of required capital expenditures, may increase;
|
|
●
|
whether the property is subject to any age restrictions on tenants;
|
|
●
|
the extent to which increases in operating costs may be passed through to tenants; and
|
|
●
|
the financial condition of the owner of the property.
|
|
●
|
require written leases;
|
|
●
|
require good cause for eviction;
|
|
●
|
require disclosure of fees;
|
|
●
|
prohibit unreasonable rules;
|
|
●
|
prohibit retaliatory evictions;
|
|
●
|
prohibit restrictions on a resident’s choice of unit vendors;
|
|
●
|
limit the bases on which a landlord may increase rent; or
|
|
●
|
prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.
|
|
●
|
fixed percentages,
|
|
●
|
percentages of increases in the consumer price index,
|
|
●
|
increases set or approved by a governmental agency, or
|
|
●
|
increases determined through mediation or binding arbitration.
|
|
●
|
mortgage loan payments,
|
|
●
|
real property taxes,
|
|
●
|
maintenance expenses, and
|
|
●
|
other capital and ordinary expenses of the property.
|
|
●
|
maintenance payments from the tenant/shareholders, and
|
|
●
|
any rental income from units or commercial space that the cooperative corporation might control.
|
|
●
|
the failure of the corporation to qualify for favorable tax treatment as a “cooperative housing corporation” each year, which may reduce the cash flow available to make debt service payments on a mortgage loan secured by cooperatively owned property; and
|
|
●
|
the possibility that, upon foreclosure, if the cooperatively owned property becomes a rental property, certain units could be subject to rent control, stabilization and tenants’ rights laws, at below market rents, which may affect rental income levels and the marketability and sale proceeds of the ensuing rental property as a whole.
|
|
●
|
shopping centers,
|
|
●
|
factory outlet centers,
|
|
●
|
malls,
|
|
●
|
automotive sales and service centers,
|
|
●
|
consumer oriented businesses,
|
|
●
|
department stores,
|
|
●
|
grocery stores,
|
|
●
|
convenience stores,
|
|
●
|
specialty shops,
|
|
●
|
gas stations,
|
|
●
|
movie theaters,
|
|
●
|
fitness centers,
|
|
●
|
bowling alleys,
|
|
●
|
salons, and
|
|
●
|
dry cleaners.
|
|
●
|
the strength, stability, number and quality of the tenants;
|
|
●
|
tenants’ sales;
|
|
●
|
tenant mix;
|
|
●
|
whether the property is in a desirable location;
|
|
●
|
the physical condition and amenities of the building in relation to competing buildings;
|
|
●
|
whether a retail property is anchored, shadow anchored or unanchored and, if anchored or shadow anchored, the strength, stability, quality and continuous occupancy of the anchor tenant or the shadow anchor, as the case may be, are particularly important factors; and
|
|
●
|
the financial condition of the owner of the property.
|
|
●
|
lower rents,
|
|
●
|
grant a potential tenant a free rent or reduced rent period,
|
|
●
|
improve the condition of the property generally, or
|
|
●
|
make at its own expense, or grant a rent abatement to cover, tenant improvements for a potential tenant.
|
|
●
|
competition from other retail properties;
|
|
●
|
perceptions regarding the safety, convenience and attractiveness of the property;
|
|
●
|
perceptions regarding the safety of the surrounding area;
|
|
●
|
demographics of the surrounding area;
|
|
●
|
the strength and stability of the local, regional and national economies;
|
|
●
|
traffic patterns and access to major thoroughfares;
|
|
●
|
the visibility of the property;
|
|
●
|
availability of parking;
|
|
●
|
the particular mixture of the goods and services offered at the property;
|
|
●
|
customer tastes, preferences and spending patterns; and
|
|
●
|
the drawing power of other tenants.
|
|
●
|
an anchor tenant’s failure to renew its lease;
|
|
●
|
termination of an anchor tenant’s lease;
|
|
●
|
the bankruptcy or economic decline of an anchor tenant or a shadow anchor;
|
|
●
|
the cessation of the business of a self-owned anchor or of an anchor tenant, notwithstanding its continued ownership of the previously occupied space or its continued payment of rent, as the case may be; or
|
|
●
|
a loss of an anchor tenant’s ability to attract shoppers.
|
|
●
|
factory outlet centers;
|
|
●
|
discount shopping centers and clubs;
|
|
●
|
catalogue retailers;
|
|
●
|
home shopping networks and programs;
|
|
●
|
internet web sites and electronic media shopping; and
|
|
●
|
telemarketing.
|
|
●
|
the strength, stability, number and quality of the tenants, particularly significant tenants, at the property;
|
|
●
|
the physical attributes and amenities of the building in relation to competing buildings, including the condition of the HVAC system, parking and the building’s compatibility with current business wiring requirements;
|
|
●
|
whether the area is a desirable business location, including local labor cost and quality, tax environment, including tax benefits, and quality of life issues, such as schools and cultural amenities;
|
|
●
|
the location of the property with respect to the central business district or population centers;
|
|
●
|
demographic trends within the metropolitan area to move away from or towards the central business district;
|
|
●
|
social trends combined with space management trends, which may change towards options such as telecommuting or hoteling to satisfy space needs;
|
|
●
|
tax incentives offered to businesses or property owners by cities or suburbs adjacent to or near where the building is located;
|
|
●
|
local competitive conditions, such as the supply of office space or the existence or construction of new competitive office buildings;
|
|
●
|
the quality and philosophy of building management;
|
|
●
|
access to mass transportation;
|
|
●
|
accessibility from surrounding highways/streets;
|
|
●
|
changes in zoning laws; and
|
|
●
|
the financial condition of the owner of the property.
|
|
●
|
rental rates;
|
|
●
|
the building’s age, condition and design, including floor sizes and layout;
|
|
●
|
access to public transportation and availability of parking; and
|
|
●
|
amenities offered to its tenants, including sophisticated building systems, such as fiber optic cables, satellite communications or other base building technological features.
|
|
●
|
the cost and quality of labor;
|
|
●
|
tax incentives; and
|
|
●
|
quality of life considerations, such as schools and cultural amenities.
|
|
●
|
full service hotels;
|
|
●
|
resort hotels with many amenities;
|
|
●
|
limited service hotels;
|
|
●
|
hotels and motels associated with national or regional franchise chains;
|
|
●
|
hotels that are not affiliated with any franchise chain but may have their own brand identity; and
|
|
●
|
other lodging facilities.
|
|
●
|
the location of the property and its proximity to major population centers or attractions;
|
|
●
|
the seasonal nature of business at the property;
|
|
●
|
the level of room rates relative to those charged by competitors;
|
|
●
|
quality and perception of the franchise affiliation;
|
|
●
|
economic conditions, either local, regional or national, which may limit the amount that can be charged for a room and may result in a reduction in occupancy levels;
|
|
●
|
the existence or construction of competing hospitality properties;
|
|
●
|
nature and quality of the services and facilities;
|
|
●
|
financial strength and capabilities of the owner and operator;
|
|
●
|
the need for continuing expenditures for modernizing, refurbishing and maintaining existing facilities;
|
|
●
|
increases in operating costs, which may not be offset by increased room rates;
|
|
●
|
the property’s dependence on business and commercial travelers and tourism;
|
|
●
|
changes in travel patterns caused by changes in access, energy prices, labor strikes, relocation of highways, the reconstruction of additional highways or other factors; and
|
|
●
|
changes in travel patterns caused by perceptions of travel safety, which perceptions can be significantly and adversely influenced by terrorist acts and foreign conflict as well as apprehension regarding the possibility of such acts or conflicts.
|
|
●
|
the continued existence and financial strength of the franchisor;
|
|
●
|
the public perception of the franchise service mark; and
|
|
●
|
the duration of the franchise licensing agreement.
|
|
●
|
location, including proximity to or easy access from major population centers;
|
|
●
|
appearance;
|
|
●
|
economic conditions, either local, regional or national, which may limit the amount of disposable income that potential patrons may have for gambling;
|
|
●
|
the existence or construction of competing casinos;
|
|
●
|
dependence on tourism; and
|
|
●
|
local or state governmental regulation.
|
|
●
|
providing alternate forms of entertainment, such as performers and sporting events, and
|
|
●
|
offering low-priced or free food and lodging.
|
|
●
|
hospitals;
|
|
●
|
medical offices;
|
|
●
|
skilled nursing facilities;
|
|
●
|
nursing homes;
|
|
●
|
congregate care facilities; and
|
|
●
|
in some cases, assisted living centers and housing for seniors.
|
|
●
|
statutory and regulatory changes;
|
|
●
|
retroactive rate adjustments;
|
|
●
|
administrative rulings;
|
|
●
|
policy interpretations;
|
|
●
|
delays by fiscal intermediaries; and
|
|
●
|
government funding restrictions.
|
|
●
|
federal and state licensing requirements;
|
|
●
|
facility inspections;
|
|
●
|
rate setting;
|
|
●
|
disruptions in payments;
|
|
●
|
reimbursement policies;
|
|
●
|
audits, which may result in recoupment of payments made or withholding of payments due;
|
|
●
|
laws relating to the adequacy of medical care, distribution of pharmaceuticals, use of equipment, personnel operating policies and maintenance of and additions to facilities and services;
|
|
●
|
patient care liability claims, including those generated by the recent advent of the use of video surveillance, or “granny cams”, by family members or government prosecutors to monitor care and limited availability and increased costs of insurance; and
|
|
●
|
shortages in staffing, increases in labor costs and labor disputes.
|
|
●
|
location of the property, the desirability of which in a particular instance may depend on—
|
|
1.
|
availability of labor services,
|
|
2.
|
proximity to supply sources and customers, and
|
|
3.
|
accessibility to various modes of transportation and shipping, including railways, roadways, airline terminals and ports;
|
|
●
|
building design of the property, the desirability of which in a particular instance may depend on—
|
|
1.
|
ceiling heights,
|
|
2.
|
column spacing,
|
|
3.
|
number and depth of loading bays,
|
|
4.
|
divisibility,
|
|
5.
|
floor loading capacities,
|
|
6.
|
truck turning radius,
|
|
7.
|
overall functionality, and
|
|
8.
|
adaptability of the property, because industrial tenants often need space that is acceptable for highly specialized activities; and
|
|
●
|
the quality and creditworthiness of individual tenants, because industrial properties frequently have higher tenant concentrations.
|
|
●
|
building design,
|
|
●
|
location and visibility,
|
|
●
|
tenant privacy,
|
|
●
|
efficient access to the property,
|
|
●
|
proximity to potential users, including apartment complexes or commercial users,
|
|
●
|
services provided at the property, such as security,
|
|
●
|
age and appearance of the improvements, and
|
|
●
|
quality of management.
|
|
●
|
competition from facilities having businesses similar to a particular restaurant or tavern;
|
|
●
|
perceptions by prospective customers of safety, convenience, services and attractiveness;
|
|
●
|
the cost, quality and availability of food and beverage products;
|
|
●
|
negative publicity, resulting from instances of food contamination, food-borne illness and similar events;
|
|
●
|
changes in demographics, consumer habits and traffic patterns;
|
|
●
|
the ability to provide or contract for capable management; and
|
|
●
|
retroactive changes to building codes, similar ordinances and other legal requirements.
|
|
●
|
market segment,
|
|
●
|
product,
|
|
●
|
price,
|
|
●
|
value,
|
|
●
|
quality,
|
|
●
|
service,
|
|
●
|
convenience,
|
|
●
|
location, and
|
|
●
|
the nature and condition of the restaurant facility.
|
|
●
|
lower operating costs,
|
|
●
|
more favorable locations,
|
|
●
|
more effective marketing,
|
|
●
|
more efficient operations, or
|
|
●
|
better facilities.
|
|
●
|
actions and omissions of any franchisor, including management practices that—
|
|
1.
|
adversely affect the nature of the business, or
|
|
2.
|
require renovation, refurbishment, expansion or other expenditures;
|
|
●
|
the degree of support provided or arranged by the franchisor, including its franchisee organizations and third-party providers of products or services; and
|
|
●
|
the bankruptcy or business discontinuation of the franchisor or any of its franchisee organizations or third-party providers.
|
|
●
|
location of the manufactured housing property;
|
|
●
|
the ability of management to provide adequate maintenance and insurance;
|
|
●
|
the number of comparable competing properties in the local market;
|
|
●
|
the age, appearance, condition and reputation of the property;
|
|
●
|
whether the property is subject to any age restrictions on tenants;
|
|
●
|
the quality of management; and
|
|
●
|
the types of facilities and services it provides.
|
|
●
|
multifamily rental properties,
|
|
●
|
cooperatively-owned apartment buildings,
|
|
●
|
condominium complexes, and
|
|
●
|
single-family residential developments.
|
|
●
|
fixed percentages,
|
|
●
|
percentages of increases in the consumer price index,
|
|
●
|
increases set or approved by a governmental agency, or
|
|
●
|
increases determined through mediation or binding arbitration.
|
|
●
|
the location and appearance of the property;
|
|
●
|
the appeal of the recreational activities offered;
|
|
●
|
the existence or construction of competing properties, whether or not they offer the same activities;
|
|
●
|
the need to make capital expenditures to maintain, refurbish, improve and/or expand facilities in order to attract potential patrons;
|
|
●
|
geographic location and dependence on tourism;
|
|
●
|
changes in travel patterns caused by changes in energy prices, strikes, location of highways, construction of additional highways and similar factors;
|
|
●
|
seasonality of the business, which may cause periodic fluctuations in operating revenues and expenses;
|
|
●
|
sensitivity to weather and climate changes; and
|
|
●
|
local, regional and national economic conditions.
|
|
●
|
sporting events;
|
|
●
|
musical events;
|
|
●
|
theatrical events;
|
|
●
|
animal shows; and/or
|
|
●
|
circuses.
|
|
●
|
the appeal of the particular event;
|
|
●
|
the cost of admission;
|
|
●
|
perceptions by prospective patrons of the safety, convenience, services and attractiveness of the arena or stadium;
|
|
●
|
perceptions by prospective patrons of the safety of the surrounding area; and
|
|
●
|
the alternative forms of entertainment available in the particular locale.
|
|
●
|
changing local demographics;
|
|
●
|
competition from other schools or cultural and educational institutions;
|
|
●
|
increases in tuition and/or reductions in availability of student loans, government grants or scholarships; and
|
|
●
|
reductions in education spending as a result of changes in economic conditions in the area of the school or cultural and educational institution; and poor performance by teachers, administrative staff or students; or mismanagement at the private school or cultural and educational institution.
|
|
●
|
the number of rentable parking spaces and rates charged;
|
|
●
|
the location of the lot or garage and, in particular, its proximity to places where large numbers of people work, shop or live;
|
|
●
|
the amount of alternative parking spaces in the area;
|
|
●
|
the availability of mass transit; and
|
|
●
|
the perceptions of the safety, convenience and services of the lot or garage.
|
|
●
|
its location,
|
|
●
|
its size,
|
|
●
|
the surrounding neighborhood, and
|
|
●
|
local zoning laws.
|
|
●
|
the successful operation of the property, and
|
|
●
|
its ability to generate income sufficient to make payments on the loan.
|
|
●
|
the amount of income derived or expected to be derived from the related real property collateral for a twelve-month period that is available to pay debt service on the subject mortgage loan, to
|
|
●
|
the annualized payments of principal and/or interest on the subject mortgage loan and any other senior and/or pari passu loans that are secured by the related real property collateral.
|
|
●
|
make the loan payments on the related mortgage loan,
|
|
●
|
cover operating expenses, and
|
|
●
|
fund capital improvements at any given time.
|
|
●
|
some health care-related facilities,
|
|
●
|
hotels and motels,
|
|
●
|
recreational vehicle parks, and
|
|
●
|
mini-warehouse and self-storage facilities,
|
|
●
|
warehouses,
|
|
●
|
retail stores,
|
|
●
|
office buildings, and
|
|
●
|
industrial facilities.
|
|
●
|
increases in energy costs and labor costs;
|
|
●
|
increases in interest rates and real estate tax rates; and
|
|
●
|
changes in governmental rules, regulations and fiscal policies.
|
|
●
|
the then outstanding principal balance of the mortgage loan and any other senior and/or pari passu loans that are secured by the related real property collateral, to
|
|
●
|
the estimated value of the related real property based on an appraisal, a cash flow analysis, a recent sales price or another method or benchmark of valuation.
|
|
●
|
the borrower has a greater incentive to perform under the terms of the related mortgage loan in order to protect that equity, and
|
|
●
|
the lender has greater protection against loss on liquidation following a borrower default.
|
|
●
|
the market comparison method, which takes into account the recent resale value of comparable properties at the date of the appraisal;
|
|
●
|
the cost replacement method, which takes into account the cost of replacing the property at the date of the appraisal;
|
|
●
|
the income capitalization method, which takes into account the property’s projected net cash flow; or
|
|
●
|
a selection from the values derived from the foregoing methods.
|
|
●
|
it is often difficult to find truly comparable properties that have recently been sold;
|
|
●
|
the replacement cost of a property may have little to do with its current market value; and
|
|
●
|
income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate and discount rate.
|
|
●
|
the operation of all of the related real properties, and
|
|
●
|
the ability of those properties to produce sufficient cash flow to make required payments on the related mortgage loans.
|
|
●
|
any adverse economic developments that occur in the locale, state or region where the properties are located;
|
|
●
|
changes in the real estate market where the properties are located;
|
|
●
|
changes in governmental rules and fiscal policies in the governmental jurisdiction where the properties are located; and
|
|
●
|
acts of nature, including floods, tornadoes and earthquakes, in the areas where properties are located.
|
|
●
|
operating entities with businesses distinct from the operation of the property with the associated liabilities and risks of operating an ongoing business; and
|
|
●
|
individuals that have personal liabilities unrelated to the property.
|
|
●
|
grant a debtor a reasonable time to cure a payment default on a mortgage loan;
|
|
●
|
reduce monthly payments due under a mortgage loan;
|
|
●
|
change the rate of interest due on a mortgage loan; or
|
|
●
|
otherwise alter a mortgage loan’s repayment schedule.
|
|
●
|
as to the degree of environmental testing conducted at any of the real properties securing the mortgage loans that back your offered certificates;
|
|
●
|
that the environmental testing conducted by or on behalf of the applicable originators or any other parties in connection with the origination of those mortgage loans or otherwise identified all adverse environmental conditions and risks at the related real properties;
|
|
●
|
that the results of the environmental testing were accurately evaluated in all cases;
|
|
●
|
that the related borrowers have implemented or will implement all operations and maintenance plans and other remedial actions recommended by any environmental consultant that may have conducted testing at the related real properties; or
|
|
●
|
that the recommended action will fully remediate or otherwise address all the identified adverse environmental conditions and risks.
|
|
●
|
tenants at the property, such as gasoline stations or dry cleaners, or
|
|
●
|
conditions or operations in the vicinity of the property, such as leaking underground storage tanks at another property nearby.
|
|
●
|
agents or employees of the lender are deemed to have participated in the management of the borrower, or
|
|
●
|
the lender actually takes possession of a borrower’s property or control of its day-to-day operations, including through the appointment of a receiver or foreclosure.
|
|
●
|
to disclose to potential residents or purchasers information in their possession regarding the presence of known lead-based paint or lead-based paint-related hazards in such housing, and
|
|
●
|
to deliver to potential residents or purchasers a United States Environmental Protection Agency approved information pamphlet describing the potential hazards to pregnant women and young children, including that the ingestion of lead-based paint chips and/or the inhalation of dust particles from lead-based paint by children can cause permanent injury, even at low levels of exposure.
|
|
●
|
the related borrower’s interest in a commercial condominium unit or multiple units in a residential condominium project, and
|
|
●
|
the related voting rights in the owners’ association for the subject building, development or project.
|
|
●
|
the bankrupt party—
|
|
1.
|
was insolvent at the time of granting the lien,
|
|
2.
|
was rendered insolvent by the granting of the lien,
|
|
3.
|
was left with inadequate capital, or
|
|
4.
|
was not able to pay its debts as they matured; and
|
|
●
|
the bankrupt party did not, when it allowed its property to be encumbered by a lien securing the other borrower’s loan, receive fair consideration or reasonably equivalent value for pledging its property for the equal benefit of the other borrower.
|
|
●
|
the related real property, or
|
|
●
|
a majority ownership interest in the related borrower.
|
|
●
|
the default is deemed to be immaterial,
|
|
●
|
the exercise of those remedies would be inequitable or unjust, or
|
|
●
|
the circumstances would render the acceleration unconscionable.
|
|
●
|
grants any such other mortgage lender cure rights and/or a purchase option with respect to the subject underlying mortgage loan under certain default scenarios or reasonably foreseeable default scenarios;
|
|
●
|
limits modifications of the payment terms of the subject underlying mortgage loan; and or
|
|
●
|
limits or delays enforcement actions with respect to the subject underlying mortgage loan.
|
|
●
|
grants the mezzanine lender cure rights and/or a purchase option with respect to the subject underlying mortgage loan under certain default scenarios or reasonably foreseeable default scenarios;
|
|
●
|
limits modifications of payment terms of the subject underlying mortgage loan; and/or
|
|
●
|
limits or delays enforcement actions with respect to the subject underlying mortgage loan.
|
|
●
|
war,
|
|
●
|
riot, strike and civil commotion,
|
|
●
|
terrorism,
|
|
●
|
nuclear, biological or chemical materials,
|
|
●
|
revolution,
|
|
●
|
governmental actions,
|
|
●
|
floods and other water-related causes,
|
|
●
|
earth movement, including earthquakes, landslides and mudflows,
|
|
●
|
wet or dry rot,
|
|
●
|
mold,
|
|
●
|
vermin, and
|
|
●
|
domestic animals.
|
|
●
|
breach of contract involving a tenant, a supplier or other party;
|
|
●
|
negligence resulting in a personal injury, or
|
|
●
|
responsibility for an environmental problem.
|
|
●
|
the real properties may be managed by property managers that are affiliated with the related borrowers;
|
|
●
|
the property managers also may manage additional properties, including properties that may compete with those real properties; or
|
|
●
|
affiliates of the property managers and/or the borrowers, or the property managers and/or the borrowers themselves, also may own other properties, including properties that may compete with those real properties.
|
|
●
|
the availability of alternative investments that offer higher yields or are perceived as being a better credit risk, having a less volatile market value or being more liquid,
|
|
●
|
legal and other restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities or limit the amount or types of commercial mortgage-backed securities that it may acquire,
|
|
●
|
investors’ perceptions regarding the commercial and multifamily real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on mortgage loans secured by income-producing properties, and
|
|
●
|
investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial and multifamily real estate markets.
|
|
●
|
the payment priorities of the respective classes of the certificates of the same series,
|
|
●
|
the order in which the principal balances of the respective classes of the certificates of the same series with balances will be reduced in connection with losses and default-related shortfalls, and
|
|
●
|
the characteristics and quality of the mortgage loans in the related trust.
|
|
●
|
you will be able to exercise your rights as a certificateholder only indirectly through the Depository Trust Company and its participating organizations;
|
|
●
|
you may have only limited access to information regarding your offered certificates;
|
|
●
|
you may suffer delays in the receipt of payments on your offered certificates; and
|
|
●
|
your ability to pledge or otherwise take action with respect to your offered certificates may be limited due to the lack of a physical certificate evidencing your ownership of those certificates.
|
|
●
|
any net income from that operation and management that does not consist of qualifying rents from real property within the meaning of Section 856(d) of the Internal Revenue Code of 1986, as amended, and
|
|
●
|
any rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of building involved.
|
|
●
|
generally will not be reduced by losses from other activities,
|
|
●
|
for a tax-exempt holder, will be treated as unrelated business taxable income, and
|
|
●
|
for a foreign holder, will not qualify for any exemption from withholding tax.
|
|
●
|
individuals,
|
|
●
|
estates,
|
|
●
|
trusts beneficially owned by any individual or estate, and
|
|
●
|
pass-through entities having any individual, estate or trust as a shareholder, member or partner.
|
|
●
|
a foreign person under the Internal Revenue Code of 1986, as amended, or
|
|
●
|
a U.S. person that is classified as a partnership under the Internal Revenue Code of 1986, as amended, unless all of its beneficial owners are U.S. persons, or
|
|
●
|
a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of a U.S. person.
|
|
●
|
principal prepayments on the related mortgage loans will be made;
|
|
●
|
the degree to which the rate of such prepayments might differ from that originally anticipated; or
|
|
●
|
the likelihood of early optional termination of the trust.
|
|
●
|
various types of multifamily and/or commercial mortgage loans;
|
|
●
|
mortgage participations, pass-through certificates, collateralized mortgage obligations or other mortgage-backed securities that directly or indirectly evidence interests in, or are secured by pledges of, one or more of various types of multifamily and/or commercial mortgage loans; or
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a combination of mortgage loans and mortgage-backed securities of the types described above.
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rental or cooperatively-owned buildings with multiple dwelling units;
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retail properties related to the sale of consumer goods and other products to the general public, such as shopping centers, malls, factory outlet centers, automotive sales centers, department stores and other retail stores, grocery stores, specialty shops, convenience stores and gas stations;
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retail properties related to providing entertainment, recreational and personal services to the general public, such as movie theaters, fitness centers, bowling alleys, salons, dry cleaners and automotive service centers;
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office properties;
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hospitality properties, such as hotels, motels and other lodging facilities;
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casino properties;
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health care-related properties, such as hospitals, skilled nursing facilities, nursing homes, congregate care facilities and, in some cases, assisted living centers and senior housing;
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industrial properties;
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warehouse facilities, mini-warehouse facilities and self-storage facilities;
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restaurants, taverns and other establishments involved in the food and beverage industry;
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manufactured housing communities, mobile home parks and recreational vehicle parks;
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recreational and resort properties, such as golf courses, marinas, ski resorts and amusement parks;
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arenas and stadiums;
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churches and other religious facilities;
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parking lots and garages;
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mixed use properties;
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other income-producing properties; and
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unimproved land.
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a fee interest or estate, which consists of ownership of the property for an indefinite period,
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an estate for years, which consists of ownership of the property for a specified period of years,
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a leasehold interest or estate, which consists of a right to occupy and use the property for a specified period of years, subject to the terms and conditions of a lease,
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shares in a cooperative corporation which owns the property, or
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any other real estate interest under applicable local law.
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first, to the payment of court costs and fees in connection with the foreclosure,
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second, to the payment of real estate taxes, and
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third, to the payment of any and all principal, interest, prepayment or acceleration penalties, and other amounts owing to the holder of the senior loans.
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the period of the delinquency,
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any forbearance arrangement then in effect,
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the condition of the related real property, and
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the ability of the related real property to generate income to service the mortgage debt.
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an original term to maturity of not more than approximately 40 years; and
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scheduled payments of principal, interest or both, to be made on specified dates, that occur monthly, bi-monthly, quarterly, semi-annually, annually or at some other interval.
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provide for the accrual of interest at a mortgage interest rate that is fixed over its term, that resets on one or more specified dates or that otherwise adjusts from time to time;
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provide for the accrual of interest at a mortgage interest rate that may be converted at the borrower’s election from an adjustable to a fixed interest rate or from a fixed to an adjustable interest rate;
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provide for no accrual of interest;
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provide for level payments to stated maturity, for payments that reset in amount on one or more specified dates or for payments that otherwise adjust from time to time to accommodate changes in the coupon rate or to reflect the occurrence of specified events;
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be fully amortizing or, alternatively, may be partially amortizing or nonamortizing, with a substantial payment of principal due on its stated maturity date;
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permit the negative amortization or deferral of accrued interest;
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permit defeasance and the release of the real property collateral in connection with that defeasance; and/or
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prohibit some or all voluntary prepayments or require payment of a premium, fee or charge in connection with those prepayments.
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the total outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans;
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the type or types of property that provide security for repayment of the mortgage loans;
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the earliest and latest origination date and maturity date of the mortgage loans;
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the original and remaining terms to maturity of the mortgage loans, or the range of each of those terms to maturity, and the weighted average original and remaining terms to maturity of the mortgage loans;
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loan-to-value ratios of the mortgage loans either at origination or as of a more recent date, or the range of those loan-to-value ratios, and the weighted average of those loan-to-value ratios;
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the mortgage interest rates of the mortgage loans, or the range of those mortgage interest rates, and the weighted average mortgage interest rate of the mortgage loans;
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if any mortgage loans have adjustable mortgage interest rates, the index or indices upon which the adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on mortgage interest rate adjustments at the time of any adjustment and over the life of the loan;
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information on the payment characteristics of the mortgage loans, including applicable prepayment restrictions;
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debt service coverage ratios of the mortgage loans either at origination or as of a more recent date, or the range of those debt service coverage ratios, and the weighted average of those debt service coverage ratios; and
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the geographic distribution of the properties securing the mortgage loans on a state-by-state basis.
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more general information in the related prospectus supplement, and
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specific information in a report which will be filed with the SEC as part of a Current Report on Form 8-K following the issuance of those certificates.
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mortgage participations, mortgage pass-through certificates, collateralized mortgage obligations or other mortgage-backed securities that are not insured or guaranteed by any governmental agency or instrumentality, or
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certificates issued and/or insured or guaranteed by Freddie Mac, Fannie Mae, Ginnie Mae, Farmer Mac, or another federal or state governmental agency or instrumentality.
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will have been registered under the Securities Act, or
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will be exempt from the registration requirements of that Act, or
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will have been held for at least the holding period specified in Rule 144(d) under that Act, or
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may otherwise be resold by us publicly without registration under that Act.
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the initial and outstanding principal amount(s) and type of the securities;
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the original and remaining term(s) to stated maturity of the securities;
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the pass-through or bond rate(s) of the securities or the formula for determining those rate(s);
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the payment characteristics of the securities;
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the identity of the issuer(s), servicer(s) and trustee(s) for the securities;
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a description of the related credit support, if any;
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the type of mortgage loans underlying the securities;
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the circumstances under which the related underlying mortgage loans, or the securities themselves, may be purchased prior to maturity;
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the terms and conditions for substituting mortgage loans backing the securities; and
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the characteristics of any agreements or instruments providing interest rate protection to the securities.
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the term or duration of the prefunding period;
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the amount of proceeds to be deposited in the prefunding account and the percentage of the mortgage asset pool represented by those proceeds;
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triggers or events that would trigger limits on or terminate the prefunding period and the effects of such triggers;
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when and how new mortgage assets may be acquired during the prefunding period, and any limitation on the ability to add mortgage assets;
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the acquisition or underwriting criteria for additional mortgage assets to be acquired during the prefunding period;
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which party has the authority to add mortgage assets or determine if proposed additional mortgage assets meet the acquisition or underwriting criteria for adding mortgage assets;
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any requirements to add minimum amounts of mortgage assets and any effects of not meeting those requirements;
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if applicable, the procedures and standards for the temporary investment of funds in the prefunding account pending use and a description of the financial products or instruments eligible for the prefunding account; and
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the circumstances under which funds in a prefunding account will be distributed to certificateholders or otherwise disposed of.
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cash that would be applied to pay down the principal balances of the certificates of that series; and/or
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other mortgage loans or mortgage-backed securities that—
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1.
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conform to the description of mortgage assets in this prospectus, and
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2.
|
satisfy the criteria set forth in the related prospectus supplement.
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overcollateralization and/or excess cash flow;
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the subordination of one or more other classes of certificates of the same series;
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a letter of credit;
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a surety bond;
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an insurance policy;
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a guarantee; and/or
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a reserve fund.
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interest rate exchange agreements;
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interest rate cap agreements;
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interest rate floor agreements; or
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currency exchange agreements.
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acquiring, holding, transferring and assigning mortgage loans, or interests in those loans;
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acquiring, holding, transferring and assigning mortgage-backed securities that evidence interests in mortgage loans;
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authorizing, issuing, selling and delivering bonds or other evidence of indebtedness that are secured by a pledge or other assignment of real properties, mortgage loans, mortgage-backed securities, reserve funds, guaranteed investment contracts, letters of credit, insurance contracts, surety bonds or any other credit enhancement device or interest rate or currency protection device;
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acting as depositor of one or more trusts formed to issue, sell and deliver bonds or certificates of interest that are secured by a pledge or assignment of, or represent interests in, pools of mortgage loans and mortgage-backed securities; and
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doing all such things as are reasonable or necessary to enable us to carry out any of the above, including entering into loan agreements, servicing agreements and reimbursements agreements and selling certificates of interest in any trust for which we serve as depositor.
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to remove the trustee upon the occurrence of certain specified events, including certain events of bankruptcy or insolvency, failure to deliver certain required reports or failure to make certain distributions to the certificateholders required pursuant to the related Governing Document, and thereupon appoint a successor trustee;
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to appoint a successor trustee in the event the trustee resigns, is removed or becomes ineligible to continue serving in such capacity under the related Governing Document;
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to provide the trustee, the master servicer or the special servicer with any reports, certifications and information, other than with respect to the mortgage loans, that it may reasonably require to comply with the terms of the related Governing Document; and
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to provide to the related tax administrator in respect of the related trust such information as it may reasonably require to perform its reporting and other tax compliance obligations under the related Governing Document.
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in the case of a mortgage loan—
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1.
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the address of the related real property,
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2.
|
the mortgage interest rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information,
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3.
|
the remaining term to maturity, the maturity date or the anticipated repayment date, and
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4.
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the outstanding principal balance; and
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●
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in the case of a mortgage-backed security—
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1.
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the outstanding principal balance, and
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2.
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the pass-through rate or coupon rate.
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the accuracy of the information set forth for each mortgage asset on the schedule of mortgage assets appearing as an exhibit to the Governing Document for that series;
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the warranting party’s title to each mortgage asset and the authority of the warranting party to sell that mortgage asset; and
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in the case of a mortgage loan—
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1.
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the enforceability of the related mortgage note and mortgage,
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2.
|
the existence of title insurance insuring the lien priority of the related mortgage, and
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3.
|
the payment status of the mortgage loan.
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●
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maintaining escrow or impound accounts for the payment of taxes, insurance premiums, ground rents and similar items, or otherwise monitoring the timely payment of those items;
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ensuring that the related properties are properly insured;
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attempting to collect delinquent payments;
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supervising foreclosures;
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negotiating modifications;
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responding to borrower requests for partial releases of the encumbered property, easements, consents to alteration or demolition and similar matters;
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protecting the interests of certificateholders with respect to senior lienholders;
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●
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conducting inspections of the related real properties on a periodic or other basis;
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collecting and evaluating financial statements for the related real properties;
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managing or overseeing the management of real properties acquired on behalf of the trust through foreclosure, deed-in-lieu of foreclosure or otherwise; and
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maintaining servicing records relating to mortgage loans in the trust.
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●
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mortgage loans that are delinquent with respect to a specified number of scheduled payments;
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●
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mortgage loans as to which there is a material non-monetary default;
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●
|
mortgage loans as to which the related borrower has—
|
|
1.
|
entered into or consented to bankruptcy, appointment of a receiver or conservator or similar insolvency proceeding, or
|
|
2.
|
become the subject of a decree or order for such a proceeding which has remained in force undischarged or unstayed for a specified number of days; and
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●
|
real properties acquired as part of the trust with respect to defaulted mortgage loans.
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●
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make the initial determination of appropriate action,
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●
|
evaluate the success of corrective action,
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●
|
develop additional initiatives,
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●
|
institute foreclosure proceedings and actually foreclose, or
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●
|
accept a deed to a real property in lieu of foreclosure, on behalf of the certificateholders of the related series,
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●
|
performing property inspections and collecting, and
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●
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evaluating financial statements.
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●
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continuing to receive payments on the mortgage loan,
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●
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making calculations with respect to the mortgage loan, and
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●
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making remittances and preparing reports to the related trustee and/or certificateholders with respect to the mortgage loan.
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●
|
that mortgage-backed security will be registered in the name of the related trustee or its designee;
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●
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the related trustee will receive payments on that mortgage-backed security; and
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●
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subject to any conditions described in the related prospectus supplement, the related trustee or a designated manager will, on behalf and at the expense of the trust, exercise all rights and remedies with respect to that mortgaged-backed security, including the prosecution of any legal action necessary in connection with any payment default.
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●
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delinquent payments of principal and/or interest, other than balloon payments,
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●
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property protection expenses,
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●
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other servicing expenses, or
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●
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any other items specified in the related prospectus supplement.
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●
|
subsequent recoveries on the related mortgage loans, including amounts drawn under any fund or instrument constituting credit support, and
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●
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any other specific sources identified in the related prospectus supplement.
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●
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periodically from general collections on the mortgage assets in the related trust, prior to any payment to the related series of certificateholders, or
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●
|
at any other times and from any sources as we may describe in the related prospectus supplement.
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●
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the appointment of, and the acceptance of that appointment by, a successor to the resigning party and receipt by the related trustee of written confirmation from each applicable rating agency that the resignation and appointment will not result in a withdrawal or downgrade of any rating assigned by that rating agency to any class of certificates of the related series, or
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●
|
a determination that those obligations are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by the resigning party.
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●
|
willful misfeasance, bad faith or gross negligence in the performance of obligations or duties under the related Governing Document for any series of offered certificates, or
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●
|
reckless disregard of those obligations and duties.
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●
|
specifically required to be borne by the relevant party, without right of reimbursement, under the terms of that Governing Document;
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|
●
|
incurred in connection with any breach on the part of the relevant party of a representation or warranty made in that Governing Document; or
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●
|
incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of , or reckless disregard of, obligations or duties on the part of the relevant party under that Governing Document.
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●
|
the action is related to the respective responsibilities of that party under the Governing Document for the affected series of offered certificates; and
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●
|
either—
|
|
1.
|
that party is specifically required to bear the expense of the action, or
|
|
2.
|
the action will not, in its opinion, involve that party in any ultimate expense or liability for which it would not be reimbursed under the Governing Document for the affected series of offered certificates.
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●
|
into which we or any related master servicer, special servicer or manager may be merged or consolidated, or
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●
|
resulting from any merger or consolidation to which we or any related master servicer, special servicer or manager is a party, or
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●
|
succeeding to all or substantially all of our business or the business of any related master servicer, special servicer or manager,
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●
|
be authorized under those laws to exercise trust powers;
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●
|
with limited exception, have a combined capital and surplus of at least $50,000,000; and
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●
|
be subject to supervision or examination by federal or state authority.
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●
|
make any representation as to the validity or sufficiency of those certificates, the related Governing Document or any underlying mortgage asset or related document, or
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●
|
be accountable for the use or application by or on behalf of any other party to the related Governing Document of any funds paid to that party with respect to those certificates or the underlying mortgage assets.
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|
●
|
the trustee ceases to be eligible to act in that capacity under the related Governing Document and fails to resign after we or the master servicer make a written request for the trustee to resign, or
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●
|
the trustee becomes incapable of acting in that capacity under the related Governing Document, or is adjudged bankrupt or insolvent, or a receiver of the trustee or of its property is appointed, or any public officer takes charge or control of the trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,
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●
|
have the same series designation;
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●
|
were issued under the same Governing Document; and
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●
|
represent beneficial ownership interests in the same trust.
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●
|
have the same class designation; and
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●
|
have the same payment terms.
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●
|
a stated principal amount, which will be represented by its principal balance, if any;
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●
|
interest on a principal balance or notional amount, at a fixed, floating, adjustable or variable pass-through rate, which pass-through rate may change as of a specified date or upon the occurrence of specified events as described in the related prospectus supplement;
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●
|
specified, fixed or variable portions of the interest, principal or other amounts received on the related mortgage assets;
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|
●
|
payments of principal, with disproportionate, nominal or no payments of interest;
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●
|
payments of interest, with disproportionate, nominal or no payments of principal;
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●
|
payments of interest on a deferred or partially deferred basis, which deferred interest may be added to the principal balance, if any, of the subject class of offered certificates or which deferred interest may or may not itself accrue interest, all as set forth in the related prospectus supplement;
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|
●
|
payments of interest or principal that commence only as of a specified date or only after the occurrence of specified events, such as the payment in full of the interest and principal outstanding on one or more other classes of certificates of the same series;
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|
●
|
payments of interest or principal that are, in whole or in part, calculated based on or payable specifically or primarily from payments or other collections on particular related mortgage assets;
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|
●
|
payments of principal to be made, from time to time or for designated periods, at a rate that is—
|
|
1.
|
faster and, in some cases, substantially faster, or
|
|
2.
|
slower and, in some cases, substantially slower,
|
|
●
|
payments of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology;
|
|
●
|
payments of principal that may be accelerated or slowed in response to a change in the rate of principal payments on the related mortgage assets in order to protect the subject class of offered certificates or, alternatively, to protect one or more other classes of certificates of the same series from prepayment and/or extension risk;
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|
●
|
payments of principal out of amounts other than payments or other collections of principal on the related mortgage assets, such as excess spread on the related mortgage assets or amounts otherwise payable as interest with respect to another class of certificates of the same series, which other class of certificates provides for the deferral of interest payments thereon;
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|
●
|
payments of residual amounts remaining after required payments have been made with respect to other classes of certificates of the same series; or
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|
●
|
payments of all or part of the prepayment or repayment premiums, fees and charges, equity participation payments or other specified items or amounts received on the related mortgage assets.
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|
●
|
the frequency of distributions on, and the periodic distribution date for, that series,
|
|
●
|
the relevant collection period, which may vary from mortgage asset to mortgage asset, for payments and other collections on or with respect to the related mortgage assets that are payable on that series on any particular distribution date; and
|
|
●
|
the record date as of which certificateholders entitled to payments on any particular distribution date will be established.
|
|
●
|
by wire transfer of immediately available funds to the account of that holder at a bank or similar entity, provided that the holder has furnished the party making the payments with wiring instructions no later than the applicable record date or, in most cases, a specified number of days—generally not more than five—prior to that date, and has satisfied any other conditions specified in the related prospectus supplement, or
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|
●
|
by check mailed to the address of that holder as it appears in the certificate register, in all other cases.
|
|
●
|
the flow of funds for the transaction, including the payment allocations, rights and distribution priorities among all classes of the subject offered certificates, and within each class of those offered certificates, with respect to cash flows;
|
|
●
|
any specified changes to the transaction structure that would be triggered upon a default or event of default on the related trust assets or the failure to make any required payment on any class of certificates of the subject series, such as a change in distribution priority among classes;
|
|
●
|
any credit enhancement or other support and any other structural features designed to enhance credit, facilitate the timely payment of monies due on the mortgage assets or owing to certificateholders, adjust the rate of return on those offered certificates, or preserve monies that will or might be distributed to certificateholders;
|
|
●
|
how cash held pending distribution or other uses is held and invested, the length of time cash will be held pending distributions to certificateholders, the identity of the party or parties with access to cash balances and the authority to invest cash balances, the identity of the party or parties making decisions regarding the deposit, transfer or disbursement of mortgage asset cash flows and whether there will be any independent verification of the transaction accounts or account activity; and
|
|
●
|
an itemized list (in tabular format) of fees and expenses to be paid or payable out of the cash flows from the related mortgage assets.
|
|
●
|
a specified fixed rate;
|
|
●
|
a rate based on the interest rate for a particular related mortgage asset;
|
|
●
|
a rate based on a weighted average of the interest rates for some or all of the related mortgage assets, except that for purposes of calculating that weighted average rate any or all of the underlying rates may first be subject to a cap or floor or be increased or decreased by a specified spread or percentage or by a spread or percentage calculated based on a specified formula, with any such underlying rate adjustments permitted to vary from mortgage asset to mortgage asset or, in the case of any particular mortgage asset, from one accrual or payment period to another;
|
|
●
|
a rate that resets periodically based upon, and that varies either directly or indirectly with, the value from time to time of a designated objective index, such as the London interbank offered rate, a particular prime lending rate, a particular Treasury rate, the average cost of funds of one or more financial institutions or other similar index rate, as determined from time to time as set forth in the related prospectus supplement;
|
|
●
|
a rate that is equal to the product of (a) a rate described in any of the foregoing bullets in this sentence, multiplied by (b) a specified percentage or a percentage calculated based on a specified formula, which specified percentage or specified formula may vary from one accrual or payment period to another;
|
|
●
|
a rate that is equal to (a) a rate described in any of the foregoing bullets in this sentence, increased or decreased by (b) a specified spread or a spread calculated based on a specified formula, which specified spread or specified formula may vary from one accrual or payment period to another;
|
|
●
|
a floating, adjustable or otherwise variable rate that is described in any of the foregoing bullets in this sentence, except that it is limited by (a) a cap or ceiling that establishes either a maximum rate or a maximum number of basis points by which the rate may increase from one accrual or payment period to another or over the life of the subject offered certificates or (b) a floor that establishes either a minimum rate or a maximum number of basis points by which the rate may decrease from one accrual or payment period to another or over the life of the subject offered certificates;
|
|
●
|
a rate that is described in any of the foregoing bullets in this sentence, except that it is subject to a limit on the amount of interest to be paid on the subject offered certificates in any accrual or payment period that is based on the total amount available for distribution;
|
|
●
|
the highest, lowest or average of any two or more of the rates described in the foregoing bullets in this sentence, or the differential between any two of the rates described in the foregoing bullets in this sentence; or
|
|
●
|
a rate that is based on (a) one fixed rate during one or more accrual or payment periods and a different fixed rate or rates, or any other rate or rates described in any of the foregoing bullets in this sentence, during other accrual or payment periods or (b) a floating, adjustable or otherwise variable rate described in any of the foregoing bullets in this sentence, during one or more accrual or payment periods and a fixed rate or rates, or a different floating, adjustable or otherwise variable rate or rates described in any of the foregoing bullets in this sentence, during other accrual or payment periods.
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a 360-day year consisting of 12 30-day months,
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the actual number of days elapsed during each relevant period in a year assumed to consist of 360 days,
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the actual number of days elapsed during each relevant period in a normal calendar year, or
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●
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any other method identified in the related prospectus supplement.
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based on the principal balances of some or all of the related mortgage assets; or
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●
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equal to the total principal balances of one or more other classes of certificates of the same series.
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payments of principal actually made to the holders of that class, and
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if and to the extent that we so specify in the related prospectus supplement, losses of principal on the related mortgage assets that are allocated to or are required to be borne by that class.
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amounts attributable to interest accrued but not currently payable on one or more other classes of certificates of the applicable series;
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●
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interest received or advanced on the underlying mortgage assets that is in excess of the interest currently accrued on the certificates of the applicable series;
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●
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prepayment premiums, fees and charges, payments from equity participations or any other amounts received on the underlying mortgage assets that do not constitute interest or principal; or
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●
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any other amounts described in the related prospectus supplement.
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by reducing the entitlements to interest and/or the total principal balances of one or more of those classes; and/or
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●
|
by establishing a priority of payments among those classes.
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●
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Reports on Form 8-K (Current Report), following the issuance of the series of certificates of the related trust fund, including as Exhibits to the Form 8-K, various agreements or other documents specified in the related prospectus supplement, if applicable;
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●
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Reports on Form 8-K (Current Report), following the occurrence of events specified in Form 8-K requiring disclosure, which are required to be filed within the time-frame specified in Form 8-K related to the type of event;
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●
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Reports on Form 10-D (Asset-Backed Issuer Distribution Report), containing the distribution and pool performance information required on Form 10-D, which are required to be filed 15 days following each related distribution date; and
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●
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Report on Form 10-K (Annual Report), containing the items specified in Form 10-K with respect to a fiscal year and filing or furnishing, as appropriate, the required exhibits and the certification delivered pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
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the payments made on that distribution date with respect to the applicable class of offered certificates, and
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●
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the recent performance of the mortgage assets.
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●
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that calendar year, or
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●
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the applicable portion of that calendar year during which the person was a certificateholder.
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●
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with respect to certain amendments to the related Governing Document as described under “Description of the Governing Documents—Amendment,” or
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●
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as otherwise specified in this prospectus or in the related prospectus supplement.
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the final payment or other liquidation of the last mortgage asset in that trust; and
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the payment, or provision for payment (i) to the certificateholders of that series of all amounts required to be paid to them and (ii) to the respective parties to the Governing Document and the members, managers, officers, directors, employees and/or agents of each of them of all amounts which may have become due and owing to any of them under the Governing Document.
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a limited-purpose trust company organized under the New York Banking Law,
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a “banking corporation” within the meaning of the New York Banking Law,
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●
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a member of the Federal Reserve System,
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●
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and
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●
|
a “clearing agency” registered under the provisions of Section 17A of the Exchange Act.
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●
|
governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and
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the sole responsibility of each of those DTC participants, subject to any statutory or regulatory requirements in effect from time to time.
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●
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we advise the related trustee or other related certificate registrar in writing that DTC is no longer willing or able to discharge properly its responsibilities as depository with respect to those offered certificates and we are unable to locate a qualified successor; or
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●
|
we notify DTC of our intent to terminate the book-entry system through DTC with respect to those offered certificates and, in the event applicable law and/or DTC’s procedures require that the DTC participants holding beneficial interests in those offered certificates submit a withdrawal request to DTC in order to so terminate the book-entry system, we additionally notify those DTC participants and they submit a withdrawal request with respect to such termination.
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the aggregate principal balance of the exchangeable certificates received in the exchange, immediately after the exchange, must equal the aggregate principal balance, immediately prior to the exchange, of the related exchangeable certificates surrendered in such exchange (for purposes of this condition, an interest-only class will have a principal balance of zero);
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●
|
the aggregate amount of interest payable on any distribution date with respect to the exchangeable certificates received in the exchange must equal the aggregate amount of interest payable on such distribution date with respect to the related exchangeable certificates surrendered in such exchange; and
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●
|
the class or classes of exchangeable certificates must be exchanged in the proportions, if any, described in the related prospectus supplement.
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●
|
A class of exchangeable certificates with a floating interest rate and a class of exchangeable certificates with an inverse floating interest rate may be exchangeable, together, for a class of exchangeable certificates with a fixed interest rate. In this case, the classes of surrendered exchangeable certificates with interest rates that vary with an index would produce, in the aggregate, an annual interest amount equal to that generated by the exchangeable class received in the exchange with a fixed interest rate. In addition, the aggregate principal balance of the two surrendered exchangeable classes with interest rates that vary with an index would equal the principal balance of the exchangeable class received in the exchange with the fixed interest rate.
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An interest-only class and a principal-only class of exchangeable certificates may be exchangeable, together, for a class of exchangeable certificates that is entitled to both principal and interest payments. The principal balance of the principal and interest class of exchangeable certificates received in the exchange would be equal to the principal balance of the surrendered exchangeable principal-only class, and the interest rate on the exchangeable principal and interest class received in the exchange would be a fixed rate that, when applied to the principal balance of this class, would generate an annual interest amount equal to the annual interest amount of the surrendered exchangeable interest-only class in distributions that have identical amounts and identical timing.
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●
|
Two or more classes of exchangeable principal and interest classes with different fixed interest rates may be exchangeable, together, for an exchangeable class that is entitled to both principal and interest payments, with a principal balance equal to the aggregate principal balance of the two or more classes of exchangeable certificates that are surrendered in the exchange, and a fixed interest rate that, when applied to the principal balance of the exchangeable class, would generate an annual interest amount equal to the aggregate amount of annual interest payable with respect to the two or more classes of exchangeable certificates that are surrendered in the exchange.
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●
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A class of exchangeable certificates that accretes all of its interest for a specified period, with the accreted amount added to the principal balance of the accreting class, and a class of
|
|
|
exchangeable certificates that receives principal payments from these accretions may be exchangeable, together, for a single class of related exchangeable certificates that receives payments of interest continuously from the first distribution date on which it receives interest until it is retired.
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●
|
A class of exchangeable certificates that is a planned principal class or targeted principal class, and a class of exchangeable certificates that only receives principal payments on a distribution date if scheduled payments have been made on the planned principal class or targeted principal class, as applicable, may be exchangeable, together, for a class of related exchangeable certificates that receives principal payments without regard to the schedule from the first distribution date on which it receives principal until it is retired.
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●
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the price you paid for your offered certificates,
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●
|
the pass-through rate on your offered certificates, and
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●
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the amount and timing of payments on your offered certificates.
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●
|
the amortization schedules of the mortgage loans, which may change from time to time to reflect, among other things, changes in mortgage interest rates or partial prepayments of principal;
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●
|
the dates on which any balloon payments are due; and
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●
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the rate of principal prepayments on the mortgage loans, including voluntary prepayments by borrowers and involuntary prepayments resulting from liquidations, casualties or purchases of mortgage loans.
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●
|
whether you purchased your offered certificates at a discount or premium and, if so, the extent of that discount or premium, and
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●
|
when, and to what degree, payments of principal on the underlying mortgage loans are applied or otherwise result in the reduction of the principal balance or notional amount of your offered certificates.
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●
|
be based on the principal balances of some or all of the mortgage assets in the related trust, or
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●
|
equal the total principal balance, or a designated portion of the total principal balance, of one or more of the other classes of certificates of the same series.
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|
●
|
payments and other collections of principal are received on the mortgage assets referred to in the first bullet point of the prior sentence, and/or
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●
|
payments are made in reduction of the total principal balance, or a designated portion of the total principal balance, of any class of certificates referred to in the second bullet point of the prior sentence.
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●
|
the availability of mortgage credit;
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|
●
|
the relative economic vitality of the area in which the related real properties are located;
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●
|
the quality of management of the related real properties;
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●
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the servicing of the mortgage loans;
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●
|
possible changes in tax laws; and
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●
|
other opportunities for investment.
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●
|
the attractiveness of selling or refinancing a commercial or multifamily property, or
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●
|
the likelihood of default under a commercial or multifamily mortgage loan,
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●
|
prepayment lock-out periods, and
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●
|
requirements that voluntary principal prepayments be accompanied by prepayment premiums, fees or charges.
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●
|
to convert to a fixed rate loan and thereby lock in that rate, or
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●
|
to take advantage of a different index, margin or rate cap or floor on another adjustable rate mortgage loan.
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●
|
realize its equity in the property,
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●
|
meet cash flow needs or
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|
●
|
make other investments.
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●
|
the particular factors that will affect the prepayment of the mortgage loans underlying any series of offered certificates,
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|
●
|
the relative importance of those factors,
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|
●
|
the percentage of the principal balance of those mortgage loans that will be paid as of any date, or
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●
|
the overall rate of prepayment on those mortgage loans.
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|
●
|
scheduled amortization, or
|
|
●
|
prepayments, including—
|
|
1.
|
voluntary prepayments by borrowers, and
|
|
2.
|
involuntary prepayments resulting from liquidations, casualties or condemnations and purchases of mortgage loans out of the related trust.
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|
●
|
the projected weighted average life of each class of those offered certificates with principal balances, and
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●
|
the percentage of the initial total principal balance of each class of those offered certificates that would be outstanding on specified dates,
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●
|
to refinance the loan, or
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|
●
|
to sell the related real property.
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|
●
|
the bankruptcy of the borrower, or
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|
●
|
adverse economic conditions in the market where the related real property is located.
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●
|
limits the amount by which its scheduled payment may adjust in response to a change in its mortgage interest rate;
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|
●
|
provides that its scheduled payment will adjust less frequently than its mortgage interest rate; or
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●
|
provides for constant scheduled payments regardless of adjustments to its mortgage interest rate.
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|
●
|
the number of foreclosures with respect to the underlying mortgage loans; and
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|
●
|
the principal amount of the foreclosed mortgage loans in relation to the principal amount of those mortgage loans that are repaid in accordance with their terms.
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|
●
|
a reduction in the entitlements to interest and/or the total principal balances of one or more classes of certificates; and/or
|
|
●
|
the establishment of a priority of payments among classes of certificates.
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|
●
|
amounts attributable to interest accrued but not currently payable on one or more other classes of certificates of the applicable series;
|
|
●
|
interest received or advanced on the underlying mortgage assets that is in excess of the interest currently accrued on the certificates of the applicable series;
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|
●
|
prepayment premiums, fees and charges, payments from equity participations or any other amounts received on the underlying mortgage assets that do not constitute interest or principal; or
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|
●
|
any other amounts described in the related prospectus supplement.
|
|
●
|
overcollateralization and/or excess cash flow;
|
|
●
|
the subordination of one or more other classes of certificates of the same series;
|
|
●
|
the use of a letter of credit, a surety bond, an insurance policy or a guarantee;
|
|
●
|
the establishment of one or more reserve funds; or
|
|
●
|
any combination of the foregoing.
|
|
●
|
the nature and amount of coverage under that credit support;
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|
●
|
any conditions to payment not otherwise described in this prospectus;
|
|
●
|
any conditions under which the amount of coverage under that credit support may be reduced and under which that credit support may be terminated or replaced; and
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|
●
|
the material provisions relating to that credit support.
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|
●
|
the terms of the mortgage,
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●
|
the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property,
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|
●
|
the knowledge of the parties to the mortgage, and
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●
|
in general, the order of recordation of the mortgage in the appropriate public recording office.
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|
●
|
a mortgagor, who is the owner of the encumbered interest in the real property, and
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|
●
|
a mortgagee, who is the lender.
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|
●
|
the trustor, who is the equivalent of a mortgagor,
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|
●
|
the trustee to whom the real property is conveyed, and
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●
|
the beneficiary for whose benefit the conveyance is made, who is the lender.
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|
●
|
the express provisions of the related instrument,
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|
●
|
the law of the state in which the real property is located,
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|
●
|
various federal laws, and
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|
●
|
in some deed of trust transactions, the directions of the beneficiary.
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|
●
|
without a hearing or the lender’s consent, or
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|
●
|
unless the lender’s interest in the room rates is given adequate protection.
|
|
●
|
judicial foreclosure, involving court proceedings, and
|
|
●
|
nonjudicial foreclosure under a power of sale granted in the mortgage instrument.
|
|
●
|
all parties having a subordinate interest of record in the real property, and
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|
●
|
all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage.
|
|
●
|
alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching;
|
|
●
|
require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan;
|
|
●
|
require the lender to reinstate a loan or recast a payment schedule in order to accommodate a borrower that is suffering from a temporary financial disability; or
|
|
●
|
limit the right of the lender to foreclose in the case of a nonmonetary default, such as—
|
|
1.
|
a failure to adequately maintain the mortgaged property, or
|
|
2.
|
an impermissible further encumbrance of the mortgaged property.
|
|
●
|
upheld the reasonableness of the notice provisions, or
|
|
●
|
found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.
|
|
●
|
a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower, and
|
|
●
|
notice of sale is given in accordance with the terms of the deed of trust and applicable state law.
|
|
●
|
record a notice of default and notice of sale, and
|
|
●
|
send a copy of those notices to the borrower and to any other party who has recorded a request for a copy of them.
|
|
●
|
the difficulty in determining the exact status of title to the property due to, among other things, redemption rights that may exist, and
|
|
●
|
the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings.
|
|
●
|
to enable the lender to realize upon its security, and
|
|
●
|
to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercising their equity of redemption.
|
|
●
|
requires the lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them,
|
|
●
|
permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, and
|
|
●
|
contains other protective provisions typically required by prudent lenders to be included in a ground lease.
|
|
●
|
reduce the secured portion of the outstanding amount of the loan to the then-current value of the property, thereby leaving the lender a general unsecured creditor for the difference between the then-current value of the property and the outstanding balance of the loan;
|
|
●
|
reduce the amount of each scheduled payment, by means of a reduction in the rate of interest and/or an alteration of the repayment schedule, with or without affecting the unpaid principal balance of the loan;
|
|
●
|
extend or shorten the term to maturity of the loan;
|
|
●
|
permit the bankrupt borrower to cure the subject loan default by paying the arrearage over a number of years; or
|
|
●
|
permit the bankrupt borrower, through its rehabilitative plan, to reinstate the loan payment schedule even if the lender has obtained a final judgment of foreclosure prior to the filing of the debtor’s petition.
|
|
●
|
past due rent,
|
|
●
|
accelerated rent,
|
|
●
|
damages, or
|
|
●
|
a summary eviction order with respect to a default under the lease that occurred prior to the filing of the tenant’s bankruptcy petition.
|
|
●
|
assume the lease and either retain it or assign it to a third party, or
|
|
●
|
reject the lease.
|
|
●
|
the unpaid rent due under the lease, without acceleration, for the period prior to the filing of the bankruptcy petition or any earlier repossession by the landlord, or surrender by the tenant, of the leased premises, plus
|
|
●
|
the rent reserved by the lease, without acceleration, for the greater of one year and 15%, not to exceed three years, of the term of the lease following the filing of the bankruptcy petition or any earlier repossession by the landlord, or surrender by the tenant, of the leased premises.
|
|
●
|
it exercises decision-making control over a borrower’s environmental compliance and hazardous substance handling and disposal practices, or
|
|
●
|
assumes day-to-day management of operational functions of a mortgaged property.
|
|
●
|
impose liability for releases of or exposure to asbestos-containing materials, and
|
|
●
|
provide for third parties to seek recovery from owners or operators of real properties for personal injuries associated with those releases.
|
|
●
|
first, to the payment of court costs and fees in connection with the foreclosure;
|
|
●
|
second, to real estate taxes;
|
|
●
|
third, in satisfaction of all principal, interest, prepayment or acceleration penalties, if any, and any other sums due and owing to the holder of the senior liens; and
|
|
●
|
last, in satisfaction of all principal, interest, prepayment and acceleration penalties, if any, and any other sums due and owing to the holder of the junior mortgage loan.
|
|
●
|
the borrower may have difficulty servicing and repaying multiple loans;
|
|
●
|
if the subordinate financing permits recourse to the borrower, as is frequently the case, and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan;
|
|
●
|
acts of the senior lender that prejudice the junior lender or impair the junior lender’s security, such as the senior lender’s agreeing to an increase in the principal amount of or the interest rate payable on the senior loan, may create a superior equity in favor of the junior lender;
|
|
●
|
if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender; and
|
|
●
|
the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.
|
|
●
|
its mortgage was executed and recorded before commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or
|
|
●
|
the lender, at the time of execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.”
|
|
●
|
banks,
|
|
●
|
insurance companies,
|
|
●
|
foreign investors.
|
|
●
|
tax exempt investors,
|
|
●
|
holders whose “functional currency” is not the United States dollar,
|
|
●
|
United States expatriates, and
|
|
●
|
holders holding the offered certificates as part of a hedge, straddle, or conversion transaction.
|
|
●
|
REMIC certificates, representing interests in a trust, or a portion of the assets of that trust, as to which a specified person or entity will make a real estate mortgage investment conduit, or REMIC, election under sections 860A through 860G of the Internal Revenue Code; and
|
|
●
|
grantor trust certificates, representing interests in a trust, or a portion of the assets of that trust, as to which no REMIC election will be made.
|
|
●
|
the related trust, or the relevant designated portion of the trust, will qualify as a REMIC, and
|
|
●
|
any and all offered certificates representing interests in a REMIC will be either—
|
|
1.
|
REMIC regular certificates, representing regular interests in the REMIC, or
|
|
2.
|
REMIC residual certificates, representing residual interests in the REMIC.
|
|
●
|
“real estate assets” within the meaning of section 856(c)(5)(B) of the Internal Revenue Code in the hands of a real estate investment trust, the interest (including OID) on which will be considered “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Internal Revenue Code, and
|
|
●
|
“loans secured by an interest in real property” or other assets described in section 7701(a)(19)(C) of the Internal Revenue Code in the hands of a thrift institution,
|
|
●
|
collections on mortgage loans held pending payment on the related offered certificates, and
|
|
●
|
any property acquired by foreclosure held pending sale, and may include amounts in reserve accounts.
|
|
●
|
a portion of that certificate may not represent ownership of “loans secured by an interest in real property” or other assets described in section 7701(a)(19)(C) of the Internal Revenue Code;
|
|
●
|
a portion of that certificate may not represent ownership of “real estate assets” under section 856(c)(5)(B) of the Internal Revenue Code; and
|
|
●
|
the interest on that certificate may not constitute “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Internal Revenue Code.
|
|
●
|
whether the related REMIC certificates will be “real estate assets” within the meaning of section 856(c)(5)(B) of the Internal Revenue Code,
|
|
●
|
whether the related REMIC certificates will be “loans secured by an interest in real property” under section 7701(a)(19)(C) of the Internal Revenue Code, and
|
|
●
|
whether the interest/income on the related REMIC certificates is interest described in section 856(c)(3)(B) of the Internal Revenue Code.
|
|
●
|
a single fixed rate,
|
|
●
|
a “qualified floating rate,”
|
|
●
|
an “objective rate,”
|
|
●
|
a combination of a single fixed rate and one or more “qualified floating rates,”
|
|
●
|
a combination of a single fixed rate and one “qualified inverse floating rate,” or
|
|
●
|
a combination of “qualified floating rates” that does not operate in a manner that accelerates or defers interest payments on the REMIC regular certificate.
|
|
●
|
the number of complete years, rounding down for partial years, from the date of initial issuance, until that payment is expected to be made, presumably taking into account the prepayment assumption, by
|
|
●
|
a fraction—
|
|
1.
|
the numerator of which is the amount of the payment, and
|
|
2.
|
the denominator of which is the stated redemption price at maturity of the certificate.
|
|
●
|
the total amount of the de minimis original issue discount, and
|
|
●
|
a fraction—
|
|
1.
|
the numerator of which is the amount of the principal payment, and
|
|
2.
|
the denominator of which is the outstanding stated principal amount of the subject REMIC regular certificate.
|
|
●
|
the sum of:
|
|
1.
|
the present value, as of the end of the accrual period (determined by using as a discount factor the original yield to maturity of the REMIC regular certificate as calculated taking into account the prepayment assumption), of all of the payments remaining to be made on the subject REMIC regular certificate, if any, in future periods, presumably taking into account the prepayment assumption, and
|
|
2.
|
the payments made on that certificate during the accrual period of amounts included in the stated redemption price, over
|
|
●
|
the adjusted issue price of the subject REMIC regular certificate at the beginning of the accrual period.
|
|
●
|
the issue price of the certificate, increased by
|
|
●
|
the total amount of original issue discount previously accrued on the certificate, reduced by
|
|
●
|
the amount of all prior payments of amounts included in its stated redemption price.
|
|
●
|
the adjusted issue price or, in the case of the first accrual period, the issue price, of the certificate at the beginning of the accrual period which includes that date of determination, and
|
|
●
|
the daily portions of original issue discount for all days during that accrual period prior to that date of determination.
|
|
●
|
in the case of a certificate issued without original issue discount, you purchased the certificate at a price less than its remaining stated principal amount, or
|
|
●
|
in the case of a certificate issued with original issue discount, you purchased the certificate at a price less than its adjusted issue price.
|
|
●
|
on the basis of a constant yield method,
|
|
●
|
in the case of a certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total amount of stated interest remaining to be paid on the certificate as of the beginning of the accrual period, or
|
|
●
|
in the case of a certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total amount of original issue discount remaining on the certificate at the beginning of the accrual period.
|
|
●
|
the purchase price paid for your offered certificate, and
|
|
●
|
the payments remaining to be made on your offered certificate at the time of its acquisition by you.
|
|
●
|
you will not be entitled to deduct a loss under section 166 of the Internal Revenue Code until your offered certificate becomes wholly worthless, which is when its principal balance has been reduced to zero, and
|
|
●
|
the loss will be characterized as a short-term capital loss.
|
|
●
|
other sources of funds sufficient to pay any federal income taxes due as a result of your ownership of REMIC residual certificates, or
|
|
●
|
unrelated deductions against which income may be offset.
|
|
●
|
excess inclusions,
|
|
●
|
residual interests without significant value, and
|
|
●
|
noneconomic residual interests.
|
|
●
|
the income from the mortgage loans and other assets of the REMIC; plus
|
|
●
|
any cancellation of indebtedness income due to the allocation of realized losses to those REMIC certificates constituting regular interests in the REMIC; less the following items—
|
|
1.
|
the deductions allowed to the REMIC for interest, including original issue discount but reduced by any premium on issuance, on any class of REMIC certificates constituting regular interests in the REMIC, whether offered or not,
|
|
2.
|
amortization of any premium on the mortgage loans held by the REMIC,
|
|
3.
|
bad debt losses with respect to the mortgage loans held by the REMIC, and
|
|
4.
|
except as described below in this “—Taxable Income of the REMIC” subsection, servicing, administrative and other expenses.
|
|
●
|
the amount paid for that REMIC residual certificate,
|
|
●
|
increased by amounts included in the income of the holder of that REMIC residual certificate, and
|
|
●
|
decreased, but not below zero, by payments made, and by net losses allocated, to the holder of that REMIC residual certificate.
|
|
●
|
through distributions,
|
|
●
|
through the deduction of any net losses of the REMIC, or
|
|
●
|
upon the sale of its REMIC residual certificate.
|
|
●
|
the daily portions of REMIC taxable income allocable to that certificate, over
|
|
●
|
the sum of the daily accruals for each day during the quarter that the certificate was held by that holder.
|
|
●
|
the issue price of the certificate, increased by
|
|
●
|
the sum of the daily accruals for all prior quarters, and decreased, but not below zero, by
|
|
●
|
any payments made with respect to the certificate before the beginning of that quarter.
|
|
●
|
will not be permitted to be offset by deductions, losses or loss carryovers from other activities,
|
|
●
|
will be treated as unrelated business taxable income to an otherwise tax-exempt organization, and
|
|
●
|
will not be eligible for any rate reduction or exemption under any applicable tax treaty with respect to the 30% United States withholding tax imposed on payments to holders of REMIC residual certificates that are foreign investors.
|
|
●
|
excess inclusions will not be permitted to be offset by the alternative tax net operating loss deduction, and
|
|
●
|
alternative minimum taxable income may not be less than the taxpayer’s excess inclusions.
|
|
●
|
regulated investment companies,
|
|
●
|
common trusts, and
|
|
●
|
some cooperatives.
|
|
●
|
the present value of the expected future payments on the REMIC residual certificate equals at least the present value of the expected tax on the anticipated excess inclusions, and
|
|
●
|
the transferor reasonably expects that the transferee will receive payments with respect to the REMIC residual certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes.
|
|
●
|
from each party to the transfer, stating that no purpose of the transfer is to impede the assessment or collection of tax,
|
|
●
|
from the prospective transferee, providing representations as to its financial condition and that it understands that, as the holder of a non-economic REMIC residual certificate, it may incur tax liabilities in excess of any cash flows generated by the REMIC residual certificate and that such transferee intends to pay its taxes associated with holding such REMIC residual certificate as they become due, and
|
|
●
|
from the prospective transferor, stating that it has made a reasonable investigation to determine the transferee’s historic payment of its debts and ability to continue to pay its debts as they come due in the future.
|
|
●
|
the present value of any consideration given to the transferee to acquire the interest,
|
|
●
|
the present value of the expected future distributions on the interest, and
|
|
●
|
the present value of the anticipated tax savings associated with the holding of the interest as the REMIC generates losses.
|
|
●
|
an individual,
|
|
●
|
an estate or trust, or
|
|
●
|
a Pass-Through Entity beneficially owned by one or more individuals, estates or trusts,
|
|
●
|
an amount equal to this individual’s, estate’s or trust’s share of these fees and expenses will be added to the gross income of this holder, and
|
|
●
|
the individual’s, estate’s or trust’s share of these fees and expenses will be treated as a miscellaneous itemized deduction allowable subject to the limitation of section 67 of the Internal Revenue Code, which permits the deduction of these fees and expenses only to the extent they exceed, in total, 2% of a taxpayer’s adjusted gross income.
|
|
●
|
3% of the excess, if any, of such taxpayer’s adjusted gross income over such specified amount, or
|
|
●
|
80% of the amount of itemized deductions otherwise allowable for such tax year.
|
|
●
|
an individual,
|
|
●
|
an estate or trust, or
|
|
●
|
a Pass-Through Entity beneficially owned by one or more individuals, estates or trusts,
|
|
●
|
the cost of the certificate to that certificateholder, increased by
|
|
●
|
income reported by that certificateholder with respect to the certificate, including original issue discount and market discount income, and reduced, but not below zero, by
|
|
●
|
payments on the certificate received by that certificateholder, amortized premium and realized losses allocated to the certificate and previously deducted by the certificateholder.
|
|
●
|
entitle the holder to a specified principal amount,
|
|
●
|
pay interest at a fixed or variable rate, and
|
|
●
|
are not convertible into the stock of the issuer or a related party,
|
|
●
|
the amount that would have been includible in the seller’s income with respect to that REMIC regular certificate assuming that income had accrued on the certificate at a rate equal to 110% of the applicable Federal rate determined as of the date of purchase of the certificate, which is a rate based on an average of current yields on Treasury securities having a maturity comparable to that of the certificate based on the application of the prepayment assumption to the certificate, over
|
|
●
|
the amount of ordinary income actually includible in the seller’s income prior to that sale.
|
|
●
|
reacquires that same REMIC residual certificate,
|
|
●
|
acquires any other residual interest in a REMIC, or
|
|
●
|
acquires any similar interest in a taxable mortgage pool, as defined in section 7701(i) of the Internal Revenue Code.
|
|
●
|
the disposition of a non-defaulted mortgage loan,
|
|
●
|
the receipt of income from a source other than a mortgage loan or other permitted investments,
|
|
●
|
the receipt of compensation for services, or
|
|
●
|
the gain from the disposition of an asset purchased with collections on the mortgage loans for temporary investment pending payment on the REMIC certificates.
|
|
●
|
the person has sufficient assets to do so, and
|
|
●
|
the tax arises out of a breach of that person’s obligations under select provisions of the related Governing Document.
|
|
●
|
the present value of the total anticipated excess inclusions with respect to the REMIC residual certificate for periods after the transfer, and
|
|
●
|
the highest marginal federal income tax rate applicable to corporations.
|
|
●
|
events that have occurred up to the time of the transfer,
|
|
●
|
the prepayment assumption, and
|
|
●
|
any required or permitted clean up calls or required liquidation provided for in the related Governing Document.
|
|
●
|
the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization, and
|
|
●
|
as of the time of the transfer, the transferor does not have actual knowledge that the affidavit is false.
|
|
●
|
the amount of excess inclusions on the certificate that are allocable to the interest in the Pass-Through Entity held by the Disqualified Organization, and
|
|
●
|
the highest marginal federal income tax rate imposed on corporations.
|
|
●
|
the holder’s social security number and a statement under penalties of perjury that the social security number is that of the record holder, or
|
|
●
|
a statement under penalties of perjury that the record holder is not a Disqualified Organization.
|
|
●
|
the residual interests in the entity are not held by Disqualified Organizations, and
|
|
●
|
the information necessary for the application of the tax described in this prospectus will be made available.
|
|
●
|
income,
|
|
●
|
deductions,
|
|
●
|
gains,
|
|
●
|
losses, and
|
|
●
|
classification as a REMIC.
|
|
●
|
corporations,
|
|
●
|
trusts,
|
|
●
|
securities dealers, and
|
|
●
|
various other non-individuals,
|
|
●
|
30 days after the end of the quarter for which the information was requested, or
|
|
●
|
two weeks after the receipt of the request.
|
|
●
|
income,
|
|
●
|
excess inclusions,
|
|
●
|
investment expenses, and
|
|
●
|
relevant information regarding qualification of the REMIC’s assets,
|
|
●
|
fail to furnish to the payor information regarding, among other things, their taxpayer identification numbers, or
|
|
●
|
otherwise fail to establish an exemption from this tax.
|
|
●
|
a foreign person, and
|
|
●
|
not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of that certificate,
|
|
●
|
owns 10% or more of one or more underlying mortgagors, or
|
|
●
|
if the holder is a controlled foreign corporation, is related to one or more mortgagors in the applicable trust.
|
|
●
|
foreign persons, or
|
|
●
|
U.S. Persons, if classified as a partnership under the Internal Revenue Code, unless all of their beneficial owners are U.S. Persons and the partnership agreement prohibits transfers of partnership interests to non-U.S. Persons.
|
|
●
|
a grantor trust fractional interest certificate representing an undivided equitable ownership interest in the principal of the mortgage loans constituting the related grantor trust, together with interest, if any, on those loans at a pass-through rate; or
|
|
●
|
a grantor trust strip certificate representing ownership of all or a portion of an amount equal to—
|
|
1.
|
interest paid on the mortgage loans constituting the related grantor trust, minus
|
|
2.
|
the sum of:
|
|
●
|
normal administration fees, and
|
|
●
|
interest paid to the holders of grantor trust fractional interest certificates issued with respect to that grantor trust
|
|
●
|
“loans . . . secured by an interest in real property” within the meaning of section 7701(a)(19)(C)(v) of the Internal Revenue Code, but only to the extent that the underlying mortgage loans have been made with respect to property that is used for residential or other prescribed purposes;
|
|
●
|
“obligation[s] (including any participation or certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property” within the meaning of section 860G(a)(3) of the Internal Revenue Code; and
|
|
●
|
“real estate assets” within the meaning of section 856(c)(5)(B) of the Internal Revenue Code.
|
|
●
|
consisting of mortgage loans that are “loans . . . secured by an interest in real property” within the meaning of section 7701(a)(19)(C)(v) of the Internal Revenue Code,
|
|
●
|
consisting of mortgage loans that are “real estate assets” within the meaning of section 856(c)(5)(B) of the Internal Revenue Code, and
|
|
●
|
the interest on which is “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Internal Revenue Code,
|
|
●
|
will be required to report on their federal income tax returns their shares of the entire income from the underlying mortgage loans, including amounts used to pay reasonable servicing fees and other expenses, and
|
|
●
|
will be entitled to deduct their shares of any reasonable servicing fees and other expenses.
|
|
●
|
a class of grantor trust strip certificates is issued as part of the same series, or
|
|
●
|
we or any of our affiliates retain, for our or its own account or for purposes of resale, a right to receive a specified portion of the interest payable on an underlying mortgage loan.
|
|
●
|
a master servicer,
|
|
●
|
a special servicer,
|
|
●
|
any sub-servicer, or
|
|
●
|
their respective affiliates.
|
|
●
|
the treatment of some stripped bonds as market discount bonds, and
|
|
●
|
de minimis market discount.
|
|
●
|
the holder’s adjusted basis in the grantor trust fractional interest certificate at the beginning of the related month, as defined in “—Grantor Trusts—Sales of Grantor Trust Certificates,” and
|
|
●
|
the yield of that grantor trust fractional interest certificate to the holder.
|
|
●
|
a prepayment assumption determined when certificates are offered and sold hereunder, which we will disclose in the related prospectus supplement, and
|
|
●
|
a constant yield computed using a representative initial offering price for each class of certificates.
|
|
●
|
the mortgage loans in any of our trusts will in fact prepay at a rate conforming to the prepayment assumption used or any other rate, or
|
|
●
|
the prepayment assumption will not be challenged by the IRS on audit.
|
|
●
|
there is no original issue discount or only a de minimis amount of original issue discount, or
|
|
●
|
the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the related mortgage loans, before subtracting any servicing fee or any stripped coupon.
|
|
●
|
0.25% of the stated redemption price, and
|
|
●
|
the weighted average maturity of the related mortgage loans,
|
|
●
|
the stated redemption price of the mortgage loans, and
|
|
●
|
their issue price.
|
|
●
|
the adjusted issue price or the issue price, in the case of the first accrual period, of the mortgage loan at the beginning of the accrual period that includes that day, and
|
|
●
|
the daily portions of original issue discount for all days during the accrual period prior to that day.
|
|
●
|
the issue price of the mortgage loan, increased by
|
|
●
|
the total amount of original issue discount with respect to the mortgage loan that accrued in prior accrual periods, and reduced by
|
|
●
|
the amount of any payments made on the mortgage loan in prior accrual periods of amounts included in its stated redemption price.
|
|
●
|
a prepayment assumption determined when the certificates are offered and sold hereunder and disclosed in the related prospectus supplement, and
|
|
●
|
a constant yield computed using a representative initial offering price for each class of certificates.
|
|
●
|
the mortgage loans will in fact prepay at a rate conforming to the prepayment assumption or any other rate, or
|
|
●
|
the prepayment assumption will not be challenged by the IRS on audit.
|
|
●
|
in the case of a mortgage loan issued without original issue discount, it is purchased at a price less than its remaining stated redemption price, or
|
|
●
|
in the case of a mortgage loan issued with original issue discount, it is purchased at a price less than its adjusted issue price.
|
|
●
|
be allocated among the payments of stated redemption price on the mortgage loan, and
|
|
●
|
be allowed as a deduction as those payments are made or, for an accrual method certificateholder, due.
|
|
●
|
the price paid for that grantor trust strip certificate by you, and
|
|
●
|
the projected payments remaining to be made on that grantor trust strip certificate at the time of the purchase, plus
|
|
●
|
an allocable portion of the projected servicing fees and expenses to be paid with respect to the underlying mortgage loans.
|
|
●
|
the prepayment assumption we will disclose in the related prospectus supplement, and
|
|
●
|
a constant yield computed using a representative initial offering price for each class of certificates.
|
|
●
|
the mortgage loans in any of our trusts will in fact prepay at a rate conforming to the prepayment assumption or at any other rate or
|
|
●
|
the prepayment assumption will not be challenged by the IRS on audit.
|
|
●
|
the amount realized on the sale or exchange of a grantor trust certificate, and
|
|
●
|
its adjusted basis.
|
|
●
|
its cost, increased by
|
|
●
|
any income reported by the seller, including original issue discount and market discount income, and reduced, but not below zero, by
|
|
●
|
any and all previously reported losses, amortized premium, and payments with respect to that grantor trust certificate.
|
|
●
|
entitle the holder to a specified principal amount,
|
|
●
|
pay interest at a fixed or variable rate, and
|
|
●
|
are not convertible into the stock of the issuer or a related party,
|
|
●
|
the amount of servicing compensation received by a master servicer or special servicer, and
|
|
●
|
all other customary factual information the reporting party deems necessary or desirable to enable holders of the related grantor trust certificates to prepare their tax returns.
|
|
●
|
a custodian of a person’s account,
|
|
●
|
a nominee, and
|
|
●
|
a broker holding an interest for a customer in street name.
|
|
●
|
ERISA Plans, and
|
|
●
|
persons that are fiduciaries with respect to ERISA Plans,
|
|
●
|
investment prudence and diversification, and
|
|
●
|
compliance with the investing ERISA Plan’s governing documents.
|
|
●
|
sales, exchanges or leases of property;
|
|
●
|
loans or other extensions of credit; and
|
|
●
|
the furnishing of goods and services.
|
|
1.
|
those with discretionary authority or control over the assets of the entity,
|
|
2.
|
those who provide investment advice directly or indirectly for a fee with respect to the assets of the entity, and
|
|
3.
|
those who are affiliates of the persons described in the preceding clauses 1. and 2.
|
|
●
|
has discretionary authority or control over the management or disposition of the assets of that Plan, or
|
|
●
|
provides investment advice with respect to the assets of that Plan for a fee.
|
|
●
|
deemed to be a fiduciary with respect to the investing Plan, and
|
|
●
|
subject to the fiduciary responsibility provisions of ERISA.
|
|
●
|
Prohibited Transaction Class Exemption 90-1, which exempts particular transactions between insurance company separate accounts and Parties in Interest;
|
|
●
|
Prohibited Transaction Class Exemption 91-38, which exempts particular transactions between bank collective investment funds and Parties in Interest;
|
|
●
|
Prohibited Transaction Class Exemption 84-14, which exempts particular transactions effected on behalf of a Plan by a “qualified professional asset manager;”
|
|
●
|
Prohibited Transaction Class Exemption 95-60, which exempts particular transactions between insurance company general accounts and Parties in Interest; and
|
|
●
|
Prohibited Transaction Class Exemption 96-23, which exempts particular transactions effected on behalf of an ERISA Plan by an “in-house asset manager.”
|
|
●
|
the servicing and operation of some mortgage assets pools, such as the types of mortgage asset pools that will be included in our trusts, and
|
|
●
|
the purchase, sale and holding of some certificates evidencing interests in those pools that are underwritten by Citigroup Global Markets Inc. or any person affiliated with Citigroup Global Markets Inc., such as particular classes of the offered certificates.
|
|
●
|
consider your general fiduciary obligations under ERISA, and
|
|
●
|
consult with your legal counsel as to—
|
|
1.
|
the potential applicability of ERISA and Section 4975 of the Internal Revenue Code to that investment, and
|
|
2.
|
the availability of any prohibited transaction exemption in connection with that investment.
|
|
1.
|
by negotiated firm commitment or best efforts underwriting and public offering by one or more underwriters specified in the related prospectus supplement;
|
|
2.
|
by placements by us with institutional investors through dealers; and
|
|
3.
|
by direct placements by us with institutional investors.
|
|
●
|
the obligations of the underwriters will be subject to various conditions precedent,
|
|
●
|
the underwriters will be obligated to purchase all the certificates if any are purchased, other than in connection with an underwriting on a best efforts basis, and
|
|
●
|
in limited circumstances, we will indemnify the several underwriters and each person, if any, that controls an underwriter within the meaning of Section 15 of the Securities Act, and the underwriters will indemnify us and each person, if any, that controls us within the meaning of Section 15 of the Securities Act, against civil liabilities relating to disclosure in our registration statement, this prospectus or any of the related prospectus supplements, including liabilities under the Securities Act, or will contribute to payments required to be made with respect to any liabilities.
|
|
●
|
whether the price paid for those certificates is fair;
|
|
●
|
whether those certificates are a suitable investment for any particular investor;
|
|
●
|
the tax attributes of those certificates or of the related trust;
|
|
●
|
the yield to maturity or, if they have principal balances, the average life of those certificates;
|
|
●
|
the likelihood or frequency of prepayments of principal on the underlying mortgage loans;
|
|
●
|
the degree to which the amount or frequency of prepayments on the underlying mortgage loans might differ from those originally anticipated;
|
|
●
|
whether or to what extent the interest payable on those certificates may be reduced in connection with interest shortfalls resulting from the timing of voluntary prepayments;
|
|
●
|
the likelihood that any amounts other than interest at the related mortgage interest rates and principal will be received with respect to the underlying mortgage loans; or
|
|
●
|
if those certificates provide solely or primarily for payments of interest, whether the holders, despite receiving all payments of interest to which they are entitled, would ultimately recover their initial investments in those certificates.
|
|
●
|
the United States,
|
|
●
|
any State or political subdivision of the United States,
|
|
●
|
any foreign government,
|
|
●
|
any international organization,
|
|
●
|
any agency or instrumentality of the foregoing, except for instrumentalities described in Section 168(h)(2)(D) of the Internal Revenue Code or the Freddie Mac,
|
|
●
|
any organization, other than a cooperative described in Section 521 of the Internal Revenue Code, that is exempt from federal income tax, except if it is subject to the tax imposed by Section 511 of the Internal Revenue Code, or
|
|
●
|
any organization described in Section 1381(a)(2)(C) of the Internal Revenue Code.
|
|
●
|
regulated investment company,
|
|
●
|
real estate investment trust,
|
|
●
|
trust,
|
|
●
|
partnership, or
|
|
●
|
other entities described in Section 860E(e)(6) of the Internal Revenue Code.
|
|
●
|
a citizen or resident of the United States;
|
|
●
|
a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any state or the District of Columbia;
|
|
●
|
an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States; or
|
|
●
|
a trust as to which—
|
|
1.
|
a court in the United States is able to exercise primary supervision over the administration of the trust, and
|
|
2.
|
one or more United States persons have the authority to control all substantial decisions of the trust.
|
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus and prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus and prospectus supplement is an offer to sell only the certificates offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus and prospectus supplement is current only as of its date.
|
$764,071,000
(Approximate)
Citigroup Commercial Mortgage
Trust 2013-GC17
(as Issuing Entity)
Citigroup Commercial Mortgage
Securities Inc.
(as Depositor)
Commercial Mortgage
Pass-Through Certificates,
Series 2013-GC17
|
|||||||||||||
TABLE OF CONTENTS
|
||||||||||||||
Prospectus Supplement
|
||||||||||||||
Certificate Summary
|
S-12
|
|||||||||||||
Summary
|
S-14
|
|||||||||||||
Risk Factors
|
S-56
|
|||||||||||||
Description of the Mortgage Pool
|
S-97
|
|||||||||||||
Transaction Parties
|
S-147
|
|||||||||||||
Description of the Offered Certificates
|
S-204
|
|||||||||||||
Yield, Prepayment and Maturity Considerations
|
S-230
|
|||||||||||||
The Pooling and Servicing Agreement
|
S-243
|
|||||||||||||
Use of Proceeds
|
S-290
|
|||||||||||||
Material Federal Income Tax Consequences
|
S-290
|
|||||||||||||
State and Local Tax Considerations
|
S-293
|
|||||||||||||
ERISA Considerations
|
S-294
|
|||||||||||||
Legal Investment
|
S-297
|
|||||||||||||
Certain Legal Aspects of the Mortgage Loans
|
S-298
|
|||||||||||||
Ratings
|
S-299
|
|||||||||||||
Plan of Distribution (Underwriter Conflicts of Interest)
|
S-300
|
|||||||||||||
Legal Matters
|
S-301
|
Class A-1
|
$
|
46,093,000
|
||||||||||
Index of Significant Definitions
|
S-302
|
Class A-2
|
$
|
192,952,000
|
||||||||||
Class A-3
|
$
|
120,000,000
|
||||||||||||
Annex A
|
– |
Statistical Characteristics of the Mortgage
|
Class A-4
|
$
|
192,342,000
|
|||||||||
Loans
|
A-1
|
Class A-AB
|
$
|
55,534,000
|
||||||||||
Annex B
|
– |
Structural and Collateral Term Sheet
|
B-1
|
Class X-A
|
$
|
676,284,000
|
||||||||
Annex C
|
– |
Mortgage Pool Information
|
C-1
|
Class X-B
|
$
|
54,189,000
|
||||||||
Annex D
|
– |
Form of Distribution Date Statement
|
D-1
|
Class A-S
|
$
|
69,363,000
|
||||||||
Annex E-1
|
– |
Sponsor Representations and Warranties
|
E-1-1
|
Class B |
$
|
54,189,000
|
||||||||
Annex E-2
|
– |
Exceptions to Sponsor Representations and
|
Class PEZ
|
$
|
157,150,000
|
|||||||||
Warranties
|
E-2-1
|
Class C
|
$
|
33,598,000
|
||||||||||
Annex F
|
– |
Class A-AB Scheduled Principal Balance
|
||||||||||||
Schedule
|
F-1
|
PROSPECTUS SUPPLEMENT
Co-Lead Managers and Joint Bookrunners
Citigroup
Goldman, Sachs & Co.
Co-Managers
|
||||||||||||
Prospectus
|
||||||||||||||
Table of Contents
|
2
|
|||||||||||||
Important Notice About the Information Presented in this
|
||||||||||||||
Prospectus and the Related Prospectus Supplement
|
6
|
|||||||||||||
Available Information
|
6
|
|||||||||||||
Summary of Prospectus
|
7
|
|||||||||||||
Risk Factors
|
19
|
|||||||||||||
Capitalized Terms Used in this Prospectus
|
77
|
|||||||||||||
The Trust Fund
|
78
|
|||||||||||||
Transaction Participants
|
87
|
|||||||||||||
Description of the Governing Documents
|
89
|
|||||||||||||
Description of the Certificates
|
101
|
|||||||||||||
Yield and Maturity Considerations
|
116
|
|||||||||||||
Description of Credit Support
|
123
|
|||||||||||||
Certain Legal Aspects of the Mortgage Loans
|
125
|
|||||||||||||
Material Federal Income Tax Consequences
|
146
|
|||||||||||||
State and Other Tax Consequences
|
186
|
|||||||||||||
ERISA Considerations
|
187
|
|||||||||||||
Legal Investment
|
191
|
|||||||||||||
Use of Proceeds
|
192
|
|||||||||||||
Method of Distribution
|
192
|
|||||||||||||
Legal Matters
|
194
|
Drexel Hamilton | RBS | |||||||||||
Financial Information
|
194
|
|||||||||||||
Ratings
|
194
|
|||||||||||||
Glossary
|
196
|
|||||||||||||
November 22, 2013
|
||||||||||||||
Until 90 days after the date of this prospectus supplement, all dealers effecting transactions in the offered certificates, whether or not participating in this distribution, may be required to deliver a prospectus supplement and prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriter and with respect to an unsold allotment or subscription.
|
||||||||||||||