FILED PURSUANT TO RULE 424(b)(5)
|
||
REGISTRATION FILE NO.: 333-189017-05
|
||
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
|
$ | 49,642,000 |
1.392%
|
Fixed |
July 2047
|
|||||
Class A-2
|
$ | 85,798,000 |
2.851%
|
Fixed |
July 2047
|
|||||
Class A-3
|
$ | 300,000,000 |
3.356%
|
Fixed |
July 2047
|
|||||
Class A-4
|
$ | 345,240,000 |
3.622%
|
Fixed |
July 2047
|
|||||
Class A-AB
|
$ | 81,766,000 |
3.337%
|
Fixed |
July 2047
|
|||||
Class X-A
|
$ | 957,932,000 | (5) |
1.304%
|
Variable IO(6)
|
July 2047
|
||||
Class X-B
|
$ | 129,367,000 | (5) |
0.319%
|
Variable IO(6)
|
July 2047
|
||||
Class A-S(7)
|
$ | 95,486,000 | (8) |
3.863%
|
Fixed |
July 2047
|
||||
Class B(7)
|
$ | 80,084,000 | (8) |
4.175%
|
WAC Cap(9) |
July 2047
|
||||
Class PEZ(7)
|
$ | 224,853,000 | (8) |
(11)
|
(11) |
July 2047
|
||||
Class C(7)
|
$ | 49,283,000 | (8) |
4.604%
|
WAC - 0.054%(12) |
July 2047
|
(Footnotes to table begin on page S-13) | |||
You should carefully consider the risk factors beginning on page S-56 of this prospectus supplement and page 19 of the accompanying prospectus.
Neither the Series 2014-GC23 certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity.
The Series 2014-GC23 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 September 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.
|
Citigroup | Goldman, Sachs & Co. | |
Co-Lead Managers and Joint Bookrunners | ||
Drexel Hamilton | RBS | |
Co-Managers July 17, 2014 |
CERTIFICATE SUMMARY
|
S-13
|
Mortgaged Properties Leased to Not-for-
|
||
SUMMARY
|
S-15
|
Profit Tenants Also Have Risks
|
S-71
|
|
RISK FACTORS
|
S-56
|
Concentrations Based on Property Type,
|
||
The Offered Certificates May Not Be a
|
Geography, Related Borrowers and
|
|||
Suitable Investment for You
|
S-56
|
Other Factors May Disproportionately
|
||
The Offered Certificates Are Limited
|
Increase Losses
|
S-71
|
||
Obligations
|
S-56
|
Senior Housing Properties May Present
|
||
The Volatile Economy, Credit Crisis and
|
Special Risks
|
S-72
|
||
Downturn in the Real Estate Market
|
Risks Relating to Enforceability of
|
|||
Have Adversely Affected and May
|
Cross-Collateralization
|
S-73
|
||
Continue To Adversely Affect the
|
The Performance of a Mortgage Loan and
|
|||
Value of CMBS
|
S-56
|
Its Related Mortgaged Property
|
||
External Factors May Adversely Affect the
|
Depends in Part on Who Controls the
|
|||
Value and Liquidity of Your
|
Borrower and Mortgaged Property
|
S-73
|
||
Investment
|
S-57
|
The Borrower’s Form of Entity May Cause
|
||
The Certificates May Have Limited
|
Special Risks
|
S-74
|
||
Liquidity and the Market Value of the
|
A Bankruptcy Proceeding May Result in
|
|||
Certificates May Decline
|
S-58
|
Losses and Delays in Realizing on the
|
||
The Exchangeable Certificates Are
|
Mortgage Loans
|
S-75
|
||
Subject to Additional Risks
|
S-59
|
Mortgage Loans Are Non-Recourse and
|
||
Subordination of Exchangeable
|
Are Not Insured or Guaranteed
|
S-75
|
||
Certificates
|
S-59
|
Adverse Environmental Conditions at or
|
||
Limited Information Causes Uncertainty
|
S-60
|
Near Mortgaged Properties May
|
||
Legal and Regulatory Provisions Affecting
|
Result in Losses
|
S-76
|
||
Investors Could Adversely Affect the
|
Risks Related to Redevelopment,
|
|||
Liquidity of the Offered Certificates
|
S-60
|
Expansion and Renovation at
|
||
Your Yield May Be Affected by Defaults,
|
Mortgaged Properties
|
S-76
|
||
Prepayments and Other Factors
|
S-62
|
Risks Relating to Costs of Compliance
|
||
Nationally Recognized Statistical Rating
|
With Applicable Laws and Regulations
|
S-77 | ||
Organizations May Assign Different
|
Litigation Regarding the Mortgaged
|
|||
Ratings to the Certificates; Ratings of
|
Properties or Borrowers May Impair
|
|||
the Certificates Reflect Only the Views
|
Your Distributions
|
S-77
|
||
of the Applicable Rating Agencies as
|
Other Financings or Ability to Incur Other
|
|||
of the Dates Such Ratings Were
|
Financings Entails Risk
|
S-77
|
||
Issued; Ratings May Affect ERISA
|
A Borrower May Be Unable to Repay its
|
|||
Eligibility; Ratings May Be
|
Remaining Principal Balance on the
|
|||
Downgraded
|
S-64
|
Maturity Date or Anticipated
|
||
Commercial, Multifamily and
|
Repayment Date; Longer Amortization
|
|||
Manufactured Housing Community
|
Schedules and Interest-Only
|
|||
Lending Is Dependent on Net
|
Provisions Increase Risk
|
S-78
|
||
Operating Income
|
S-66
|
Risks Relating to Interest on Advances
|
||
Underwritten Net Cash Flow Could Be
|
and Special Servicing Compensation
|
S-80 | ||
Based On Incorrect or Failed
|
Increases in Real Estate Taxes May
|
|||
Assumptions
|
S-66
|
Reduce Available Funds
|
S-80
|
|
The Mortgage Loans Have Not Been
|
Some Mortgaged Properties May Not Be
|
|||
Reunderwritten by Us; Some
|
Readily Convertible to Alternative
|
|||
Mortgage Loans May Not Have
|
Uses
|
S-80
|
||
Complied With Another Originator’s
|
Risks Related to Zoning Non-Compliance
|
|||
Underwriting Criteria
|
S-67
|
and Use Restrictions
|
S-81
|
|
Static Pool Data Would Not Be Indicative
|
Risks Relating to Inspections of Properties
|
S-82 | ||
of the Performance of This Pool
|
S-67
|
Earthquake, Flood and Other Insurance
|
||
Appraisals May Not Reflect Current or
|
May Not Be Available or Adequate
|
S-82
|
||
Future Market Value of Each Property
|
S-68 |
Terrorism Insurance May Not Be Available
|
||
Performance of the Certificates Will Be
|
for All Mortgaged Properties
|
S-83
|
||
Highly Dependent on the Performance
|
Risks Associated With Blanket Insurance
|
|||
of Tenants and Tenant Leases
|
S-69
|
Policies or Self-Insurance
|
S-84
|
State and Local Mortgage Recording
|
Combination or “Layering” of Multiple
|
|||
Taxes May Apply Upon a Foreclosure
|
Risks May Significantly Increase Risk
|
|||
or Deed in Lieu of Foreclosure and
|
of Loss
|
S-97
|
||
Reduce Net Proceeds
|
S-84
|
DESCRIPTION OF THE MORTGAGE POOL
|
S-98 | |
The Mortgage Loan Sellers, the Sponsors
|
General
|
S-98
|
||
and the Depositor Are Subject to
|
Certain Calculations and Definitions
|
S-100
|
||
Bankruptcy or Insolvency Laws That
|
Statistical Characteristics of the Mortgage
|
|||
May Affect the Issuing Entity’s
|
Loans
|
S-106
|
||
Ownership of the Mortgage Loans
|
S-84
|
Environmental Considerations
|
S-121
|
|
Interests and Incentives of the Originators,
|
Litigation Considerations
|
S-123
|
||
the Sponsors and Their Affiliates May
|
Redevelopment, Expansion and
|
|||
Not Be Aligned With Your Interests
|
S-85
|
Renovation
|
S-124
|
|
Interests and Incentives of the Underwriter
|
Default History, Bankruptcy Issues and
|
|||
Entities May Not Be Aligned With Your
|
Other Proceedings
|
S-125
|
||
Interests
|
S-86
|
Tenant Issues
|
S-128
|
|
Potential Conflicts of Interest of the Master
|
Insurance Considerations
|
S-138
|
||
Servicer, the Special Servicer, the
|
Zoning and Use Restrictions
|
S-139
|
||
Trustee, Any Outside Servicer and
|
Appraised Value
|
S-140
|
||
Any Outside Special Servicer
|
S-88
|
Non-Recourse Carveout Limitations
|
S-140
|
|
Potential Conflicts of Interest of the
|
Real Estate and Other Tax
|
|||
Operating Advisor
|
S-89
|
Considerations
|
S-141
|
|
Potential Conflicts of Interest of the
|
Certain Terms of the Mortgage Loans
|
S-141
|
||
Directing Holder, any Outside
|
The Loan Combinations
|
S-151
|
||
Controlling Class Representative and
|
Significant Obligor
|
S-156
|
||
any Serviced Companion Loan Holder
|
S-90 |
Representations and Warranties
|
S-156
|
|
Potential Conflicts of Interest in the
|
Sale of Mortgage Loans; Mortgage File
|
|||
Selection of the Underlying Mortgage
|
Delivery
|
S-156
|
||
Loans
|
S-90
|
Cures, Repurchases and Substitutions
|
S-157
|
|
Conflicts of Interest May Occur as a
|
Additional Information
|
S-160
|
||
Result of the Rights of the Controlling
|
TRANSACTION PARTIES
|
S-160
|
||
Class Representative or a Controlling
|
The Sponsors
|
S-160
|
||
Class Representative under any Other
|
The Depositor
|
S-173
|
||
Servicing Agreement to Terminate the
|
The Originators
|
S-174
|
||
Special Servicer of the Related Loan
|
The Issuing Entity
|
S-195
|
||
Combination
|
S-91
|
The Trustee
|
S-196
|
|
Other Potential Conflicts of Interest May
|
The Certificate Administrator
|
S-198
|
||
Affect Your Investment
|
S-91
|
Trustee and Certificate Administrator Fee
|
S-200 | |
Special Servicer May Be Directed or
|
The Operating Advisor
|
S-201
|
||
Advised to Take Actions by an Entity
|
Servicers
|
S-202
|
||
That Has No Duty or Liability to Other
|
Servicing Compensation, Operating
|
|||
Certificateholders
|
S-92
|
Advisor Compensation and Payment
|
||
Your Lack of Control Over the Issuing
|
of Expenses
|
S-207
|
||
Entity and Servicing of the Mortgage
|
Certain Affiliations and Certain
|
|||
Loans Can Create Risks
|
S-92
|
Relationships
|
S-217
|
|
Rights of the Directing Holder and the
|
DESCRIPTION OF THE OFFERED
|
|||
Operating Advisor Could Adversely
|
CERTIFICATES
|
S-219
|
||
Affect Your Investment
|
S-94
|
General
|
S-219
|
|
Loan Combinations Pose Special Risks
|
S-94
|
Exchangeable Certificates
|
S-222
|
|
Sponsors May Not Be Able to Make
|
Distributions
|
S-223
|
||
Required Repurchases or
|
Subordination
|
S-237
|
||
Substitutions of Defective Mortgage
|
Appraisal Reduction Amounts
|
S-238
|
||
Loans
|
S-96
|
Voting Rights
|
S-241
|
|
Book-Entry Registration Will Mean You
|
Delivery, Form, Transfer and
|
|||
Will Not Be Recognized as a Holder of
|
Denomination
|
S-243
|
||
Record
|
S-96
|
Certificateholder Communication
|
S-245
|
|
Tax Matters and Changes in Tax Law May
|
YIELD, PREPAYMENT AND MATURITY
|
|||
Adversely Impact the Mortgage Loans
|
CONSIDERATIONS
|
S-246
|
||
or Your Investment
|
S-96
|
Yield
|
S-246
|
Yield on the Class X-A and Class X-B
|
LEGAL INVESTMENT
|
S-318
|
||
Certificates
|
S-249
|
CERTAIN LEGAL ASPECTS OF THE
|
||
Weighted Average Life of the Offered
|
MORTGAGE LOANS
|
S-319
|
||
Certificates
|
S-249
|
RATINGS
|
S-320
|
|
Price/Yield Tables
|
S-254
|
PLAN OF DISTRIBUTION (UNDERWRITER
|
||
THE POOLING AND SERVICING
|
CONFLICTS OF INTEREST)
|
S-322
|
||
AGREEMENT
|
S-259
|
LEGAL MATTERS
|
S-323
|
|
General
|
S-259
|
INDEX OF SIGNIFICANT DEFINITIONS
|
S-324
|
|
Certain Considerations Regarding the
|
||||
Outside Serviced Loan
|
||||
Combinations
|
S-259
|
ANNEX A – STATISTICAL
|
||
Assignment of the Mortgage Loans
|
S-260
|
CHARACTERISTICS OF THE
|
||
Servicing of the Mortgage Loans
|
S-260
|
MORTGAGE LOANS
|
A-1
|
|
Advances
|
S-264
|
ANNEX B – STRUCTURAL AND
|
||
Accounts
|
S-268
|
COLLATERAL TERM SHEET
|
B-1
|
|
Application of Penalty Charges and
|
ANNEX C – MORTGAGE POOL
|
|||
Modification Fees
|
S-270
|
INFORMATION
|
C-1
|
|
Withdrawals from the Collection Account
|
S-270
|
ANNEX D – FORM OF DISTRIBUTION DATE
|
||
Enforcement of “Due-On-Sale” and
|
STATEMENT
|
D-1
|
||
“Due-On-Encumbrance” Clauses
|
S-272
|
ANNEX E-1 – SPONSOR
|
||
Inspections
|
S-273
|
REPRESENTATIONS AND
|
||
Evidence as to Compliance
|
S-273
|
WARRANTIES
|
E-1-1
|
|
Certain Matters Regarding the Depositor,
|
ANNEX E-2 – EXCEPTIONS TO SPONSOR
|
|||
the Master Servicer, the Special
|
REPRESENTATIONS AND
|
|||
Servicer and the Operating Advisor
|
S-274
|
WARRANTIES
|
E-2-1
|
|
Servicer Termination Events
|
S-276
|
ANNEX F – CLASS A-AB SCHEDULED
|
||
Rights Upon Servicer Termination Event
|
S-277
|
PRINCIPAL BALANCE SCHEDULE
|
F-1
|
|
Waivers of Servicer Termination Events
|
S-279
|
|||
Termination of the Special Servicer
|
S-279
|
|||
Amendment
|
S-280
|
|||
Realization Upon Mortgage Loans
|
S-283
|
|||
Directing Holder
|
S-289
|
|||
Operating Advisor
|
S-293
|
|||
Asset Status Reports
|
S-298
|
|||
Rating Agency Confirmations
|
S-299
|
|||
Termination; Retirement of Certificates
|
S-301
|
|||
Optional Termination; Optional Mortgage
|
||||
Loan Purchase
|
S-301
|
|||
Reports to Certificateholders; Available
|
||||
Information
|
S-302
|
|||
Servicing of the Outside Serviced
|
||||
Mortgage Loan
|
S-308
|
|||
USE OF PROCEEDS
|
S-310
|
|||
MATERIAL FEDERAL INCOME TAX
|
||||
CONSEQUENCES
|
S-311
|
|||
General
|
S-311
|
|||
Tax Status of Offered Certificates
|
S-311
|
|||
Taxation of the Offered Regular
|
||||
Certificates and the Trust
|
||||
Components
|
S-312
|
|||
Taxation of the Exchangeable
|
||||
Certificates
|
S-314
|
|||
Further Information
|
S-314
|
|||
STATE AND OTHER TAX
|
||||
CONSIDERATIONS
|
S-314
|
|||
ERISA CONSIDERATIONS
|
S-315
|
|||
Exempt Plans
|
S-318
|
|||
Further Warnings
|
S-318
|
|
●
|
the “Certificate Summary” commencing on page S-13 of this prospectus supplement, which sets forth important statistical information relating to the Series 2014-GC23 certificates; and
|
|
●
|
the “Summary” commencing on page S-15 of this prospectus supplement, which gives a brief introduction to the key features of the Series 2014-GC23 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 issuing entity 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.
|
|
(A)
|
A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH IS OWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR; OR
|
|
(B)
|
A TRUST (WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLD INVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR,
|
|
(1)
|
TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANT PERSON, OR TO ANY PERSON ARISING FROM AN OFFER REFERRED TO IN SECTION 275(1A) OR SECTION 276(4)(i)(B) OF THE SFA;
|
|
(2)
|
WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR
|
|
(3)
|
WHERE THE TRANSFER IS BY OPERATION OF LAW.
|
|
●
|
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
|
$49,642,000
|
30.000%
|
(4) |
1.392%
|
Fixed
|
2.83
|
9/14 – 6/19
|
|||||||
Class A-2
|
$85,798,000
|
30.000%
|
(4) |
2.851%
|
Fixed
|
4.91
|
6/19 – 7/19
|
|||||||
Class A-3
|
$300,000,000
|
30.000%
|
(4) |
3.356%
|
Fixed
|
9.83
|
5/24 – 7/24
|
|||||||
Class A-4
|
$345,240,000
|
30.000%
|
(4) |
3.622%
|
Fixed
|
9.93
|
7/24 – 7/24
|
|||||||
Class A-AB
|
$81,766,000
|
30.000%
|
(4) |
3.337%
|
Fixed
|
7.41
|
7/19 – 5/24
|
|||||||
Class X-A
|
$957,932,000
|
(5) |
N/A
|
1.304%
|
Variable IO(6)
|
N/A
|
N/A
|
|||||||
Class X-B
|
$129,367,000
|
(5) |
N/A
|
0.319%
|
Variable IO(6)
|
N/A
|
N/A
|
|||||||
Class A-S(7)
|
$95,486,000
|
(8) |
22.250%
|
3.863%
|
Fixed
|
9.93
|
7/24 – 7/24
|
|||||||
Class B(7)
|
$80,084,000
|
(8) |
15.750%
|
4.175%
|
WAC Cap(9)
|
9.93
|
7/24 – 7/24
|
|||||||
Class PEZ(7)
|
$224,853,000
|
(8) |
11.750%
|
(10) |
(11)
|
(11)
|
9.93
|
7/24 – 7/24
|
||||||
Class C(7)
|
$49,283,000
|
(8) |
11.750%
|
(10) |
4.604%
|
WAC - 0.054%(12)
|
9.93
|
7/24 – 7/24
|
||||||
Non-Offered Certificates
|
||||||||||||||
Class X-C
|
$24,641,000
|
(5) |
N/A
|
1.450%
|
Variable IO(6)
|
N/A
|
N/A
|
|||||||
Class X-D
|
$55,443,996
|
(5) |
N/A
|
1.450%
|
Variable IO(6)
|
N/A
|
N/A
|
|||||||
Class D
|
$64,683,000
|
6.500%
|
4.658%
|
WAC(13)
|
9.93
|
7/24 – 7/24
|
||||||||
Class E
|
$24,641,000
|
4.500%
|
3.208%
|
WAC Cap(9)
|
9.93
|
7/24 – 7/24
|
||||||||
Class F
|
$9,241,000
|
3.750%
|
3.208%
|
WAC Cap(9)
|
9.93
|
7/24 – 7/24
|
||||||||
Class G
|
$46,202,996
|
0.000%
|
3.208%
|
WAC Cap(9)
|
9.93
|
7/24 – 7/24
|
||||||||
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)
|
Determined assuming no prepayments prior to the maturity date or any 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 aggregate of the certificate principal amounts of the Class B trust component and Class C 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 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 this 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 weighted average of the pass-through rates on the Class B trust component and Class C trust component, as described in this 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 on the Class E certificates, as described in this 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 on 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 collectively referred to in this prospectus supplement as “exchangeable certificates.” Class A-S, Class B and Class C certificates, in the applicable proportions, may be exchanged for Class PEZ certificates, and Class PEZ certificates may be exchanged for the applicable proportions of 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 initial outstanding principal balances, subject to a variance of plus or minus 5%, of $95,486,000, $80,084,000 and $49,283,000, 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 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. The aggregate certificate principal amount of the offered certificates shown on the cover page and back page of this prospectus supplement includes the maximum certificate principal amount of exchangeable certificates that could be outstanding on the closing date, equal to $224,853,000 (subject to a variance of plus or minus 5%).
|
(9)
|
For any distribution date, the pass-through rate on 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 $49,283,000 (subject to a variance of plus or minus 5%).
|
(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 rate on the Class C certificates will be a per annum rate equal to 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, less 0.054%.
|
(13)
|
For any distribution date, the pass-through rate on the 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.
|
(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.
|
||||
General
|
||||
Title of the Certificates
|
The certificates to be issued are known as the Citigroup Commercial Mortgage Trust 2014-GC23, Commercial Mortgage Pass-Through Certificates, Series 2014-GC23.
|
|||
Mortgage Loans
|
The certificates will be backed by 83 fixed rate mortgage loans with an aggregate outstanding principal balance as of the cut-off date of $1,232,066,996. The mortgage loans are secured by first liens on various types of commercial, multifamily and manufactured housing community properties.
|
|||
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 August 1, 2014, 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 for which it is responsible 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:
|
||||
Transaction Parties
|
|||||
Issuing Entity
|
Citigroup Commercial Mortgage Trust 2014-GC23, a New York common law trust to be established on the closing date of this securitization transaction under the pooling and servicing agreement, dated as of August 1, 2014, between the depositor, the master servicer, the special servicer, the trustee, the certificate administrator and the operating advisor. 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:
|
||||
● |
Goldman Sachs Mortgage Company, a New York limited partnership (38.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date);
|
||||
● |
Citigroup Global Markets Realty Corp., a New York corporation (24.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date);
|
||||
● |
Rialto Mortgage Finance, LLC, a Delaware limited liability company (23.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date);
|
||||
● |
MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company (9.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date); and
|
||||
● |
Redwood Commercial Mortgage Corporation, a Delaware corporation (4.0% 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 |
||||||||
Goldman Sachs Mortgage Company
|
Goldman Sachs Mortgage Company
|
10
|
29.7
|
%
|
|||||||
Citigroup Global Markets Realty Corp.
|
Citigroup Global Markets Realty Corp.
|
14
|
24.1
|
||||||||
Rialto Mortgage Finance, LLC
|
Rialto Mortgage Finance, LLC
|
32
|
23.7
|
||||||||
MC-Five Mile Commercial Mortgage Finance LLC
|
MC-Five Mile Commercial Mortgage Finance LLC
|
13
|
9.6
|
||||||||
GS Commercial Real Estate LP
|
Goldman Sachs Mortgage Company
|
7
|
9.0
|
||||||||
Redwood Commercial Mortgage Corporation
|
Redwood Commercial Mortgage Corporation
|
7
|
4.0
|
||||||||
Total
|
83
|
100.0
|
%
|
See “Transaction Parties—The Originators” in this prospectus supplement.
|
||||
Companion Loan Holders and Other
|
||||
Parties Related to Loan Combinations
|
As described under “The Trust Fund—Mortgage Loans—Loan Combinations” in the accompanying prospectus, any of the mortgage loans held by the issuing entity may be part of a split loan structure referred to in this prospectus supplement as a “loan combination”. A loan combination consists of the particular mortgage loan to be included in the issuing entity (a “split mortgage loan”) and one or more “companion loans” that will be held outside the issuing entity. The subject mortgage loan and its related companion loan(s) comprising any particular loan combination are: (i) each evidenced by one or more separate promissory notes; (ii) obligations of the same borrower(s); (iii) cross-defaulted; and (iv) collectively secured by the same mortgage(s) and/or deed(s) of trust encumbering the related mortgaged property or portfolio of mortgaged properties.
|
|||
In the case of any loan combination, the allocation of payments to the subject mortgage loan and its related companion loan(s), whether on a senior/subordinated or a pari passu basis (or some combination thereof), is generally effected through a co-lender agreement to which the respective holders of the subject promissory notes are parties. That co-lender agreement will govern the relative rights and obligations of such holders and, in connection therewith, will provide that one of those holders will be the “controlling note holder” entitled (directly or through a representative) to (i) approve or direct material servicing decisions involving the related loan combination (while the remaining such holder(s) generally are only entitled to non-binding consultation rights in such regard) and (ii) replace the special servicer with respect to the related loan combination with or without cause. In addition, that co-lender agreement will designate whether servicing of the related loan combination is to be governed by the pooling and servicing agreement for this securitization or the pooling and servicing agreement for a securitization involving a related companion loan or portion thereof. In connection therewith:
|
||||
● |
If a loan combination is serviced under the pooling and servicing agreement for a securitization involving a related companion loan or portion thereof, then such loan combination would constitute an “outside serviced loan combination” and the related mortgage loan would constitute an “outside serviced mortgage loan.”
|
||||
● |
If a loan combination is serviced under the pooling and servicing agreement for this securitization transaction, then such loan combination would constitute a “serviced loan combination,” the related mortgage loan would constitute a “serviced mortgage loan” and the related companion loan would constitute a “serviced companion loan.” There are no serviced loan combinations or serviced companion loans for this securitization transaction and, therefore, all references in this prospectus supplement to “serviced loan combinations” and “serviced companion loans” should be disregarded.
|
||||
The only mortgage loan to be held by the issuing entity that is part of a loan combination is the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A to this prospectus supplement as the Selig Portfolio, which mortgage loan represents approximately 7.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. The following characteristics apply to the Selig Portfolio loan combination:
|
|||||
● |
The Selig Portfolio loan combination includes one companion loan, which is pari passu in right of payment with the Selig Portfolio mortgage loan and has been included in the commercial mortgage securitization transaction (the “GSMS 2014-GC22 securitization”) involving the issuance of the GS Mortgage Securities Trust 2014-GC22, Commercial Mortgage Pass-Through Certificates, Series 2014-GC22 (the “GSMS 2014-GC22 certificates”).
|
||||
● |
The Selig Portfolio loan combination is an outside serviced loan combination that is being serviced under the pooling and servicing agreement for the GSMS 2014-GC22 securitization (the “GSMS 2014-GC22 pooling and servicing agreement” and also an “outside servicing agreement”) by the master servicer for the GSMS 2014-GC22 securitization (the “GSMS 2014-GC22 master servicer” and also an “outside servicer”) and, if and to the extent necessary, by the special servicer for the GSMS 2014-GC22 securitization (the “GSMS 2014-GC22 special servicer” and also an “outside special servicer”).
|
||||
● |
The controlling note holder for the Selig Portfolio loan combination is the holder of the Selig Portfolio companion loan, which is the trustee for the GSMS 2014-GC22 securitization (the “GSMS 2014-GC22 trustee” and also an “outside trustee”) on behalf of the holders of the GSMS 2014-GC22 certificates. In accordance with the GSMS 2014-GC22 pooling and servicing agreement, the rights of the holder of the Selig Portfolio companion loan will be exercised by the controlling class representative for the GSMS 2014-GC22 securitization (the “GSMS 2014-GC22 controlling class representative” and also an “outside controlling class representative”) or another designated party related to the GSMS 2014-GC22 securitization.
|
||||
See “—GSMS 2014-GC22 Master Servicer, Special Servicer, Trustee and Custodian” below and “Description of the Mortgage Pool—The Loan Combinations” in this prospectus supplement.
|
||||
Each outside controlling class representative and each holder of a companion loan may have interests in conflict with those of the holders of the offered certificates. See “Risk Factors—Potential Conflicts of Interest of the Directing Holder, any Outside Controlling Class Representative and any Serviced Companion Loan Holder”, “—Special Servicer May Be Directed or Advised To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders” and “—Loan Combinations Pose Special Risks” in this prospectus supplement.
|
||||
Trustee and Custodian
|
Deutsche Bank Trust Company Americas (in its capacity as trustee under the Pooling and Servicing Agreement, the “Trustee”, and in its role as custodian under the Pooling and Servicing Agreement, the “Custodian”), a New York banking corporation. The corporate trust offices of Deutsche Bank Trust Company Americas are located at 1761 East St. Andrew Place, Santa Ana, California 92705-4934, Attention: Trust Administration–CGCMT Commercial Mortgage Trust 2014-GC23. 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 of the mortgage loans (other than any outside serviced mortgage loans) transferred to the issuing entity. 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.
|
|||
As described under “—GSMS 2014-GC22 Master Servicer, Special Servicer, Trustee and Custodian” below, the applicable outside trustee for the lead securitization of a related companion loan is the mortgagee of record for each outside serviced mortgage loan.
|
||||
Certificate Administrator
|
Citibank, N.A. (the “Certificate Administrator”), a national banking association organized under the laws of the United States. The corporate trust office of the Certificate Administrator responsible for: (i) administration of the issuing entity is located at 388 Greenwich Street, 14th Floor, New York, New York 10013, Attention: Global Transaction Services – CGCMT Commercial Mortgage Trust 2014-GC23; and (ii) certificate transfer services and the presentment of Certificates for final payment thereon is located at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Global Transaction Services – CGCMT Commercial Mortgage Trust 2014-GC23. See “Transaction Parties—The Certificate Administrator” in this prospectus supplement.
|
|||
Operating Advisor
|
Trimont Real Estate Advisors, Inc. a Georgia corporation. At any time that a Control Termination Event (as described under “—Significant Dates, Events and Periods” below) has occurred and is continuing, the operating advisor will generally review the special servicer’s operational practices in respect of 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, the operating advisor will consult on a non-binding basis with the special servicer with regard to certain major decisions with respect to the
|
|||
serviced mortgage loan(s) 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 (to be provided to the operating advisor by the special servicer) described in this prospectus supplement, the operating advisor will be required (if any serviced mortgage loans were specially serviced mortgage loans 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 under “—Significant Dates, Events and Periods” below) has occurred and is continuing, the operating advisor may recommend the replacement of the special servicer (but not the outside special servicer with respect to any outside serviced mortgage loan) 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 and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amounts then allocable to the subject class, equal to or greater than 25% of (i) the initial certificate principal amount of such class minus (ii) all 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 trust component with the same alphabetic class designation, 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 and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amounts 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 trust component with the same alphabetic class designation, 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.
|
||||
Master Servicer
|
Midland Loan Services, a Division of PNC Bank, National Association, a national banking association (“Midland”). The master servicer will initially service all of the serviced loan(s) either directly or through a sub-servicer pursuant to the pooling and servicing agreement. The principal servicing offices of Midland are located at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210, and its telephone number is (913) 253-9000. See “Servicing of the Mortgage Loans—General” and “Transaction Parties—Servicers—The Master Servicer” and “—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement.
|
|||
All of the mortgage loans transferred to the issuing entity (other than the outside serviced mortgage loan) are sometimes referred to in this prospectus supplement as the “serviced mortgage loans,” and all of the serviced mortgage loans, together with any serviced companion loans, are sometimes referred to in this prospectus supplement as the “serviced loans.” There are no serviced loan combinations or serviced companion loans, however, for this securitization transaction.
|
||||
As described under “—GSMS 2014-GC22 Master Servicer, Special Servicer, Trustee and Custodian” below, Wells Fargo Bank, National Association, a national banking association (in such capacity, the “GSMS 2014-GC22 master servicer”) is the initial master servicer for the Selig Portfolio loan combination pursuant to the GSMS 2014-GC22 pooling and servicing agreement.
|
||||
Special Servicer
|
Rialto Capital Advisors, LLC, a Delaware limited liability company, is the initial special servicer with respect to all of the serviced loans pursuant to the pooling and servicing agreement. The special servicer will be primarily responsible for making decisions and performing certain servicing functions with respect to any such serviced loans that, in general, are in default or as to which default is reasonably foreseeable. Rialto Capital Advisors, LLC was appointed to be the special servicer for this securitization transaction at the request of Rialto CMBS III, LLC, which is expected to be the initial controlling class representative and the initial directing holder with respect to all of the serviced loans. Rialto CMBS III, LLC (i) is expected to purchase, on the closing date, the Class F and Class G Certificates, and (ii) may purchase, on the closing date, all or a portion of the Class E, Class X-C and/or Class X-D certificates. See “—Controlling Class Representative” below. See “Servicing of the Mortgage Loans—General” and “Transaction Parties—Servicers—The Special Servicer” and “—Servicing Compensation, Operating Advisor Compensation and Payment of Expenses” in this prospectus supplement.
|
|||
As described under “—GSMS 2014-GC22 Master Servicer, Special Servicer, Trustee and Custodian” below, CWCapital Asset Management LLC, a Delaware limited liability company (in such capacity, the “GSMS 2014-GC22 special servicer”) is the initial special servicer for the Selig Portfolio loan combination pursuant to the GSMS 2014-GC22 pooling and servicing agreement.
|
||||
The special servicer (but not the outside special servicer with respect to any outside serviced mortgage loan) 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 and replaced by the directing holder (which is the controlling class representative with respect to all of the serviced loans) with or without cause at any time, 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 with respect to the controlling class representative, the holders of at least 25% of the voting rights of the certificates (other than the 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 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 and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amounts 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 trust component with the same alphabetic class designation, 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 any outside special servicer for any outside serviced loan combination). 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 and Class R certificates (but considering only those classes of certificates that, in each case, have an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amounts 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 trust component with the same alphabetic class designation, as a single “class” for such purpose), vote affirmatively to so replace.
|
|||||
Further, the special servicer may be removed and replaced based on the occurrence of certain servicer termination events on the part of the
|
|||||
special servicer, as further described under “The Pooling and Servicing Agreement—Servicer Termination Events” and “—Rights Upon Servicer Termination Event” in this prospectus supplement. In addition, in the case of a serviced loan combination, if a servicer termination event on the part of the special servicer affects only (i) the related serviced companion loan that is part of such serviced loan combination, (ii) the holder of such serviced companion loan or (iii) the rating on a class of securities backed by such serviced companion loan, then, at the direction of the holder of such serviced companion loan, in each case, the trustee will be required to terminate the special servicer solely with respect to that serviced loan combination, as further described under “The Pooling and Servicing Agreement—Servicer Termination Events” and “—Rights Upon Servicer Termination Event” in this prospectus supplement.
|
||||
An outside special servicer may only be removed in such capacity in accordance with the terms and provisions of the applicable outside servicing agreement and the co-lender agreement governing the related outside serviced loan combination.
|
||||
See “The Pooling and Servicing Agreement—Termination of the Special Servicer” in this prospectus supplement. See “Description of the Mortgage Pool—The Loan Combinations” in this prospectus supplement for a discussion of the loan combinations and the companion loans.
|
||||
GSMS 2014-GC22 Master Servicer,
|
||||
Special Servicer, Trustee and
|
||||
Custodian
|
The Selig Portfolio loan combination is being serviced pursuant to the GSMS 2014-GC22 pooling and servicing agreement, dated as of June 1, 2014, between GS Mortgage Securities Corporation II, as depositor, Pentalpha Surveillance LLC, as operating advisor (the “GSMS 2014-GC22 operating advisor” and an “outside operating advisor”), Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, and Deutsche Bank Trust Company Americas, as trustee. Accordingly, (i) the Selig Portfolio mortgage loan and the related mortgaged properties are being serviced and administered by the GSMS 2014-GC22 master servicer and the GSMS 2014-GC22 special servicer, (ii) the GSMS 2014-GC22 trustee will serve as mortgagee of record with respect to the Selig Portfolio mortgage loan, and (iii) in its capacity as custodian under the GSMS 2014-GC22 pooling and servicing agreement, Wells Fargo Bank, National Association will serve as a custodian with respect to the mortgage loan file for the Selig Portfolio mortgage loan (other than with respect to the promissory note evidencing the Selig Portfolio mortgage loan). None of the master servicer or the special servicer (in each such capacity) or any other party to this securitization transaction is responsible for the performance by any party to the GSMS 2014-GC22 pooling and servicing agreement of its duties thereunder, including with respect to the servicing of the Selig Portfolio mortgage loan.
|
|||
See “Transaction Parties—Servicers—The Outside Servicer and the Outside Special Servicer” and “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loan” in this prospectus supplement.
|
||||
Directing Holder / Controlling Class
|
||||
Representative
|
The controlling class representative under the pooling and servicing agreement (which is also referred to in this prospectus supplement as the “directing holder” with respect to the serviced loans) 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 F and Class G certificates that has an outstanding certificate principal amount, as notionally reduced by any appraisal reduction amounts 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 if no such class meets the preceding requirement, then Class F will be the controlling class. 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 with respect to the controlling class representative, 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 with respect to the controlling class representative, 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 with respect to the controlling class representative, all of these rights of the controlling class representative will terminate. See “The Pooling and Servicing Agreement—Directing Holder” in this prospectus supplement.
|
||||
Rialto CMBS III, LLC (i) is expected, on the closing date, to purchase the Class F and Class G certificates, and (ii) may purchase, on the closing date, all or a portion of the Class E, Class X-C and/or Class X-D certificates, and (iii) is expected, on the closing date, to appoint Rialto CMBS III, LLC to be the initial controlling class representative (and initial directing holder with respect to all of the serviced loans).
|
||||
So long as a Control Termination Event does not exist, (i) the special servicer may, at the direction of the directing holder, take actions with respect to the servicing of the applicable serviced mortgage loan(s) that could adversely affect the holders of some or all of the classes of certificates, and (ii) the special servicer may be removed and replaced with respect to the serviced loan(s), with or without cause, at any time by the directing holder. See “Risk Factors—Special Servicer May Be Directed or Advised To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders” in this prospectus supplement.
|
||||
The controlling class representative and any other directing holder may have interests in conflict with those of the holders of the offered certificates. See “Risk Factors—Potential Conflicts of Interest of the Directing Holder, any Outside Controlling Class Representative and any
|
||||
Serviced Companion Loan Holder” and “—Special Servicer May Be Directed or Advised To Take Actions by an Entity That Has No Duty or Liability to Other Certificateholders” in this prospectus supplement. | |||||
Significant Affiliations
|
|||||
and Relationships
|
Certain parties to this securitization transaction, as described under “Transaction Parties–Certain Affiliations and Certain Relationships–Transaction Party and Related Party Affiliations” in this prospectus supplement, may:
|
||||
● |
serve in multiple capacities with respect to this securitization transaction;
|
||||
● |
be affiliated with other parties to this securitization transaction, a controlling class certificateholder and/or the controlling class representative;
|
||||
● |
serve as an outside servicer, outside special servicer, outside trustee or outside operating advisor with respect to any securitization involving a companion loan in an outside serviced loan combination; or
|
||||
● |
be affiliated with an outside servicer, outside special servicer, outside trustee or outside operating advisor with respect to any securitization involving a companion loan in an outside serviced loan combination.
|
||||
In addition, certain parties to this securitization transaction or the directing holder may otherwise have financial relationships with other parties to this securitization transaction. Such relationships may include, without limitation:
|
|||||
● |
serving as warehouse lender to one or more of the sponsors of this securitization transaction through a repurchase facility or otherwise (including with respect to certain mortgage loans to be contributed to this securitization transaction), where the proceeds received by such sponsor(s) in connection with the contribution of mortgage loans to this securitization transaction will be applied to, among other things, reacquire the financed mortgage loans from the repurchase counterparty or other warehouse provider (see “Transaction Parties–Certain Affiliations and Certain Relationships–Warehouse Financing Arrangements” in this prospectus supplement);
|
||||
● |
serving as interim servicer for one or more of the sponsors of this securitization transaction (including with respect to certain mortgage loans to be contributed by such sponsor(s) to this securitization transaction) (see “Transaction Parties–Certain Affiliations and Certain Relationships–Interim Servicing Arrangements” in this prospectus supplement);
|
||||
● |
serving as interim custodian for one or more of the sponsors of this securitization transaction (including with respect to certain mortgage loans to be contributed by such sponsor(s) to this securitization transaction) (see “Transaction Parties–Certain Affiliations and Certain Relationships–Interim and Other Custodial Arrangements” in this prospectus supplement); and/or
|
||||
● |
performing due diligence services prior to the securitization closing date for one or more sponsors, a controlling class certificateholder or the controlling class representative with respect to certain of the mortgage loans to be contributed to this securitization transaction (see “Transaction Parties–Certain Affiliations and Certain Relationships–Other Arrangements” in this prospectus supplement).
|
||||||
In addition, certain of the sponsors to this securitization transaction or their affiliates may hold mezzanine debt, a companion loan, or other additional debt related to one or more of the mortgage loans to be included by such sponsor in this securitization transaction, and as such may have certain rights relating to the related mortgage loan(s) and/or loan combination(s), as described under “Transaction Parties–Certain Affiliations and Certain Relationships–Loan Combination and Mezzanine Loan Arrangements” in this prospectus supplement. In the event a sponsor includes any companion loan in a separate securitization transaction, such sponsor may be obligated to repurchase such companion loan from the applicable separate securitization trust in connection with certain breaches of representations and warranties and certain document defects.
|
|||||||
Each of the foregoing relationships, to the extent applicable, is described under “Transaction Parties–Certain Affiliations and Certain Relationships” in this prospectus supplement.
|
|||||||
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 28-40 West 23rd Street, securing a mortgage loan representing approximately 11.4% 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—28-40 West 23rd Street” in Annex B to this prospectus supplement.
|
||||||
Significant Dates, Events and Periods
|
|||||||
Cut-off Date
|
With respect to each mortgage loan, the due date in August 2014 for that mortgage loan.
|
||||||
Closing Date
|
On or about August 7, 2014.
|
||||||
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 September 2014, to the holders of record at the end of the previous calendar month.
|
||||||
Determination Date
|
The sixth day of each calendar month or, if the sixth day is not a business day, the next business day, beginning in September 2014.
|
||||||
Expected Final Distribution Date
|
Class A-1
|
June 2019
|
|||||
Class A-2
|
July 2019
|
||||||
Class A-3
|
July 2024
|
|||||
Class A-4
|
July 2024
|
|||||
Class A-AB
|
May 2024
|
|||||
Class X-A
|
July 2024
|
|||||
Class X-B
|
July 2024
|
|||||
Class A-S
|
July 2024
|
|||||
Class B
|
July 2024
|
|||||
Class PEZ
|
July 2024
|
|||||
Class C
|
July 2024
|
|||||
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 (other than the assumed repayment of a mortgage loan on any anticipated repayment date for such mortgage loan).
|
||||||
The expected final distribution date with respect to each class of the Class A-S, Class B, Class PEZ and Class C certificates assumes that the maximum certificate principal amount of that class of certificates was issued on the closing date and there were no subsequent exchanges of such certificates.
|
||||||
Rated Final Distribution Date
|
As to each class of offered certificates, the distribution date in July 2047.
|
|||||
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 the applicable distribution date occurs.
|
|||||
Prepayment Period
|
For any mortgage loan and any distribution date, the period commencing on the day immediately following the determination date in the month preceding the month in which the applicable distribution date occurs (or, in the case of the distribution date occurring in September 2014, beginning on the day after the cut-off date) and ending on and including the determination date in the month in which the applicable distribution date occurs.
|
|||||
Control Termination Event
|
A “Control Termination Event” will either (a) occur when none of the classes of Class F and Class G certificates has an outstanding certificate principal amount (as notionally reduced by any appraisal reduction amounts 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—Directing Holder—General” in this prospectus supplement.
|
|||||
Consultation Termination Event
|
A “Consultation Termination Event” will either (a) occur when none of the classes of Class F and Class G certificates has an outstanding certificate principal amount, without regard to the allocation of any appraisal reduction amounts, 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. | |||||
The Mortgage Loans
|
|||||
General
|
The issuing entity’s primary assets will be 83 fixed rate mortgage loans with an aggregate outstanding principal balance as of the cut-off date of $1,232,066,996. The mortgage loans are secured by first liens on 99 commercial, multifamily and manufactured housing community properties located in 31 states and the District of Columbia. See “Risk Factors—Commercial, Multifamily and Manufactured Housing Community Lending Is Dependent on Net Operating Income” in this prospectus supplement.
|
||||
Fee Simple / Leasehold
|
Ninety-Seven (97) mortgaged properties, securing approximately 97.2% 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. With respect to the mortgage loan secured by the portfolio of mortgaged properties identified on Annex A to this prospectus supplement as Wells Fargo Center, which secures approximately 2.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the related mortgage loan is secured by (i) the borrower’s leasehold interest in an office tower and adjacent parking garage and (ii) the borrower’s leasehold interest in a separate parking garage. See “Description of the Mortgage Pool—Statistical Characteristics of the Mortgage Loans—Leasehold Interests” in this prospectus supplement.
|
||||
The Loan Combination
|
One (1) of the mortgage loans is part of a split loan structure or loan combination comprised of the subject mortgage loan and one (1) related pari passu companion loan that is held outside the issuing entity. In the case of a loan combination, the related mortgage loan and companion loan are each evidenced by separate promissory notes but are all secured by the same mortgages or deeds of trust encumbering the same mortgaged property or portfolio of mortgaged properties. The loan combination related to this securitization transaction is:
|
||||
● |
the Selig Portfolio loan combination, consisting of the Selig Portfolio mortgage loan, which is being included in this securitization transaction, and the Selig Portfolio companion loan, which was previously included in the GSMS 2014-GC22 securitization.
|
|
|||
|
|||||
Certain information regarding the loan combination is identified in the following table:
|
Mortgaged
Property Name
|
Mortgage Loan
Cut-off Date
Balance |
Mortgage
Loan as a %
of Initial
Pool Balance
|
Companion
Loan
Cut-off Date
Balance |
Loan
Combination Cut-off Date
Balance |
||||||||
Selig Portfolio
|
$97,000,000
|
7.9%
|
$100,000,000
|
$197,000,000
|
||||||||
With respect to any loan combination, 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 loan(s) that will not be included in the issuing entity (but without regard to any subordinate companion loan(s)).
|
||||
For more information regarding the loan combination, see “Description of the Mortgage Pool—The Loan Combinations” and “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loan” in this prospectus supplement. Also, see “Structural and Collateral Term Sheet—Structural Overview” 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
|
(1)
|
74
|
90.5
|
%
|
||||||||
1
|
5
|
2
|
5.5
|
||||||||||
5
|
0
|
7
|
4.0
|
||||||||||
Total
|
83
|
100.0
|
%
|
||||||||||
(1)
|
One (1) mortgage loan permits, up to three (3) times during the term of the mortgage loan, but not more than once during any twelve (12) month period, a five (5) day grace period that commences with notice. This grace period does not apply to 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
|
Three (3) of the mortgage loans, representing approximately 24.4% 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 maturity dates or anticipated repayment dates, as applicable. The remaining eighty (80) mortgage loans, representing approximately 75.6% 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 terms (or terms to anticipated repayment dates) for such
|
|||
mortgage loans. However, thirty-two (32) of these eighty (80) mortgage loans, representing approximately 43.7% 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 12 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 respective maturity dates unless prepaid earlier, subject to the terms and conditions of the prepayment provisions of each mortgage loan; provided, that if any loans with anticipated repayment dates, as described under “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—ARD Loans” in this prospectus supplement, are included in the issuing entity, such mortgage loans will have substantial principal payments due on their respective anticipated repayment dates, unless prepaid earlier. There are no loans with anticipated repayment dates included in the issuing entity and, therefore, all references in this prospectus supplement to “loans with anticipated repayment dates,” “anticipated repayment dates” and “excess interest” should be disregarded.
|
|||||||
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)
|
$1,232,066,996
|
|||||||
Number of Mortgage Loans
|
83
|
|||||||
Number of Mortgaged Properties
|
99
|
|||||||
Average Cut-off Date Mortgage Loan Balance
|
$14,844,181
|
|||||||
Weighted Average Mortgage Loan Rate(2)
|
4.5237%
|
|||||||
Range of Mortgage Loan Rates(2)
|
3.8600% - 5.5600%
|
|||||||
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)(4)
|
61.2%
|
|||||||
Weighted Average Maturity Date Loan-to-Value Ratio(2)(3)(5)
|
52.2%
|
|||||||
Weighted Average Cut-off Date Remaining Term to Maturity Date (months)
|
114
|
|||||||
Weighted Average Cut-off Date DSCR(2)(3)
|
1.94
|
|||||||
Full-Term Amortizing Balloon Mortgage Loans
|
31.9%
|
|||||||
Partial Interest-Only Balloon Mortgage Loans
|
43.7%
|
|||||||
Interest-Only Balloon Mortgage Loans
|
24.4%
|
|||||||
(1)
|
Subject to a permitted variance of plus or minus 5%.
|
|||||||
(2)
|
With respect to each mortgage loan that is part of a loan combination, the related companion loan(s) is/are included for the purposes of calculating the Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio and Cut-off Date DSCR. Other than as specifically noted, the Cut-off Date Loan-to-Value Ratio, Maturity Date 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. In addition, the Selig Portfolio mortgage loan permits the incurrence of additional pari passu debt secured by the related mortgaged properties, subject to certain loan-to-value ratio, debt service coverage ratio, debt yield and other conditions described under “Description of the Mortgage Pool—Statistical Characteristics of Mortgage Loans—Additional Indebtedness” “—The Loan Combinations” in this prospectus supplement.
|
|||||||
(3)
|
With respect to mortgage loans that are cross-collateralized and cross-defaulted with one or more other mortgage loans, the Cut-off Date Loan-to-Value Ratio, the Maturity Date Loan-to-Value Ratio and the Cut-off Date DSCR of those mortgage loans are presented in the aggregate unless otherwise indicated.
|
|||||||
(4)
|
In most cases, the Cut-off Date Loan-to-Value Ratio for each mortgage loan is calculated utilizing the “as-is” appraised value. However, in the case of four (4) mortgage loans, representing approximately 2.7% 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 is calculated using an “as stabilized,” “as renovated,” “as repaired,” “hypothetical” or other appraised value, instead of the related “as-is” appraised value, as further described under the definitions of “Appraised Value” and “Cut-off Date Loan-to-Value Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement. The Cut-off Date Loan-to-Value Ratio of those four (4) mortgage loans, calculated using an “as-is” appraised value, would result in a weighted average Cut-off Date Loan-to-Value Ratio for the mortgage pool of 61.4%.
|
(5)
|
In the majority of cases, the Maturity Date Loan-to-Value Ratio for each mortgage loan is calculated utilizing the “as-is” appraised value. However, in the case of 19 mortgage loans, representing approximately 35.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the Maturity Date Loan-to-Value Ratio is calculated using an “as stabilized” or “as renovated” appraised value instead of the related “as-is” appraised value, as further described under the definitions of “Maturity Date Loan-to-Value Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement. The Maturity Date Loan-to-Value Ratio of those 19 mortgage loans, calculated using an “as-is” appraised value, would result in a weighted average Maturity Date Loan-to-Value Ratio for the mortgage pool of 54.1%.
|
||||
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
|
Three (3) mortgage loans, collectively representing approximately 1.3% 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 portfolio of mortgaged properties identified on Annex A to this prospectus supplement as Tellus MS-FL Storage Portfolio, representing approximately 0.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, such mortgage loan refinanced, in part, a prior loan secured by the individual mortgaged property identified as Tellus MS-FL Self Storage Portfolio - Lake City via a discounted pay off.
|
||||
● |
With respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Waterlick Plaza, representing approximately 0.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, the mortgage loan refinanced a prior securitized loan with an original principal balance of $7.2 million, which prior loan was restructured in October 2012 into two notes, Note A and Note B, with an outstanding principal balance of $4.25 million and $2.59 million, respectively. In connection with the origination of the mortgage loan, the prior lender agreed to forgive the entire Note B balance. The mortgage loan proceeds were used to pay off Note A, pay closing costs and fund reserves.
|
||||
● |
With respect to the mortgage loan secured by the mortgaged property identified on Annex A to this prospectus supplement as Sausalito Apartments, representing approximately 0.3% of the aggregate principal balance of the pool of mortgage loans as of the
|
||||
cut-off date, such mortgage loan refinanced a prior loan secured by the related mortgaged property that was in maturity default. | |||||
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
|
All of the mortgage loans accrue interest on the basis of the actual number of days in each applicable one-month accrual period, assuming a 360-day year.
|
||||
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:
|
||||
● |
Seventy-one (71) mortgage loans, representing approximately 80.4% 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.
|
||||
|
● |
In addition, eleven (11) mortgage loans, representing approximately 14.4% 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 23 to 26 payments following the origination date, to prepay the mortgage loan in whole or, in some cases, in connection with a partial release of a mortgaged property, or in connection with a paydown of the mortgage loan in order to satisfy certain financial covenants contained in the related mortgage loan documents, in part, in each case together with the payment of the greater of a yield maintenance charge and a prepayment premium of 1.0% of the prepaid amount if such prepayment occurs prior to the related open prepayment period described below.
|
|||
|
● |
One (1) mortgage loan, representing approximately 5.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, permits the related borrower, after a lockout period of 23 payments following the origination date, to prepay such mortgage loan in whole (but not in part) together with the payment of a yield maintenance charge if such prepayment occurs prior to the related open prepayment period described below.
|
|||
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 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
|
11
|
18.7
|
%
|
|||||||||
4
|
66
|
73.5
|
||||||||||
5
|
3
|
5.9
|
||||||||||
7
|
3
|
1.9
|
||||||||||
Total
|
83
|
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
|
34
|
$404,448,088
|
32.8
|
%
|
|||||||||||
Hospitality
|
11
|
210,532,839
|
17.1
|
||||||||||||
Multifamily
|
19
|
168,967,000
|
13.7
|
||||||||||||
Mixed Use(2)
|
3
|
155,412,028
|
12.6
|
||||||||||||
Office
|
10
|
139,512,500
|
11.3
|
||||||||||||
Senior Housing
|
2
|
77,285,566
|
6.3
|
||||||||||||
Self Storage
|
14
|
47,523,211
|
3.9
|
||||||||||||
Industrial
|
2
|
16,283,923
|
1.3
|
||||||||||||
Manufactured Housing
|
3
|
10,414,342
|
0.8
|
||||||||||||
Parking
|
1
|
1,687,500
|
0.1
|
||||||||||||
Total
|
99
|
$1,232,066,996
|
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 to this prospectus supplement.
|
||||||||||||||
(2)
|
The mixed use properties include various combinations of retail and/or office.
|
||||||||||||||
Property Locations
|
The mortgaged properties are located in 31 states and the District of Columbia. 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
|
||||||||||||
New York
|
7
|
$274,751,217
|
22.3%
|
||||||||||||
California
|
6
|
$177,353,589
|
14.4%
|
||||||||||||
Texas
|
19
|
$140,005,960
|
11.4%
|
||||||||||||
Washington
|
8
|
$102,594,070
|
8.3%
|
||||||||||||
Maryland
|
3
|
$74,116,928
|
6.0%
|
||||||||||||
Tennessee
|
4
|
$73,210,843
|
5.9%
|
||||||||||||
Florida
|
6
|
$66,043,257
|
5.4%
|
||||||||||||
(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 transaction and (iii) each mortgage loan with an anticipated repayment date (if any) is paid in full on its related 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 each of the 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 mortgage loan documents as set forth on Annex A to this prospectus supplement.
|
|||||||||||||||
With respect to any mortgage loan that is part of a loan combination, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot, pad, room or unit, as applicable, in this prospectus supplement in a manner that takes account of that mortgage loan and its related companion loan(s). 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.
|
||||
With respect to each cross-collateralized group of mortgage loans, the debt service coverage ratio, loan-to-value ratio and debt yield information for each such mortgage loan have been calculated on an aggregate basis unless otherwise specifically indicated.
|
||||
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 loans that constitute part of a loan combination and that are secured by a mortgaged property or portfolio of mortgaged properties that also secure one or more companion loans not included in the issuing entity.
|
||||
Certain Variances from
|
||||
Underwriting Standards
|
Except for one (1) of the mortgage loans as described under “Transaction Parties—The Originators—The Goldman Originators” in this prospectus supplement, all of the mortgage loans were originated substantially in accordance with the respective originators’ underwriting guidelines described under “Transaction Parties—The Originators” in this prospectus supplement.
|
|||
Mortgaged Properties with
|
||||
Limited or No Operating History
|
Five (5) of the mortgaged properties, collectively securing approximately 8.1% 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.
|
|||
Two (2) mortgaged properties, collectively securing approximately 0.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, were acquired 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.
|
||||
One (1) mortgaged property, securing approximately 2.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, has limited operating history as the mortgaged property was completely vacant since construction and has since been leased-up to 100% occupancy.
|
||||
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 ten largest tenants by base rent at the Mortgaged Properties securing 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 Loan Combinations” 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 2014-GC23:
|
||||
●
|
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 2014-GC23 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 and Class R certificates.
|
||||||
B. |
Certificate Principal
|
|||||
Amounts or Notional Amounts
|
Subject to the discussion in the following paragraph, 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 in the table under “Certificate Summary” in this prospectus supplement, which principal amount (or notional amount) may vary up to 5% on the closing date.
|
|||||
The initial certificate principal amount of each class of the Class A-S, Class B and Class C certificates shown in the table under “Certificate Summary” in 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 under “Certificate Summary” in 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, which is the maximum certificate principal amount of the Class PEZ certificates that could be issued in an exchange. 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.
|
||||||
The aggregate certificate principal amount of any class of principal balance certificates or trust component outstanding at any time represents the maximum amount that its holders (or, in the case of a trust component, the holders of exchangeable certificates evidencing an interest in that trust component) are entitled to receive at such time as distributions allocable to principal from the cash flow on the mortgage loans and the other assets in the issuing entity, subject to reduction as described below in this “—The Offered Certificates” section.
|
||||||
See “Description of the Offered Certificates—General” in this prospectus supplement.
|
||||||
Pass-Through Rates
|
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 or a “30/360 basis.” The approximate initial pass-through rate for each class of offered certificates is set forth in the table on the cover page of this prospectus supplement.
|
|||||
For any distribution date, the pass-through rate with respect to each class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB and Class A-S certificates will be fixed at the initial pass-through rate for such class set forth in the table under “Certificate Summary” in this prospectus supplement. | ||||||
For any distribution date, the pass-through rate with respect to the Class B certificates will be a per annum rate equal to the lesser of (i) the initial pass-through rate for such class set forth in the table under | ||||||
“Certificate Summary” in this prospectus supplement, 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 with respect to 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, less 0.054%. | |||||
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 weighted average of the pass-through rates on the Class B trust component and the Class C 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.
|
|||||
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 of the net mortgage interest rates on the mortgage loans:
|
|||||
|
● |
the mortgage loan interest rates will not reflect any default interest rate, any rate increase occurring after an anticipated repayment date (if applicable), any loan term modifications agreed to by the special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency; and
|
|||
|
● |
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 mortgage loan 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 Class A-S, Class B and Class C 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 Class PEZ certificates, and vice versa. You can exchange your exchangeable certificates by notifying the certificate administrator. If you own Class PEZ certificates, those certificates will entitle you to receive principal and interest in the amounts that would otherwise have been payable on the applicable proportion of Class A-S, Class B and Class C certificates exchangeable for those Class PEZ certificates. 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, and net of yield maintenance charges and prepayment premiums, 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amounts of 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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 and 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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 and 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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 and trust component’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
|
||||
applicable percentage interest of 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 (or any serviced loan combinations, if applicable) 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 loans. 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 each serviced companion loan; and (ii) the related master servicing fee rate, which ranges on a loan-by-loan basis from 0.0100% to 0.1450% per annum. The master servicing fee rate includes (a) any sub-servicing fee rate and primary servicing fee rate, and (b) with respect to an outside serviced mortgage loan, the servicing fee rate payable to the outside servicer. The special servicing fee for each distribution date is calculated based on the stated principal balance of each serviced loan that is a specially serviced 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 (and generally calculated at a rate of 1.0% applied to) the recovery of liquidation proceeds, insurance proceeds, condemnation proceeds and other payments in connection with a full or discounted payoff of a serviced loan that is a specially serviced loan, and (b) workout fees from (and generally calculated at a rate of 1.0% applied to) collections on a serviced loan that had previously been a specially serviced loan, but had been worked out, 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 outside special servicer for any outside serviced
|
|||||
mortgage loan will be entitled to receive comparable (but not necessarily identical) special servicing fees, liquidation fees and workout fees and other additional fees and amounts with respect to that outside serviced mortgage loan pursuant to the terms of the applicable outside 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 0.0011% per annum. The operating advisor is also entitled to a consulting fee with respect to each major decision as to which the operating advisor has consultation rights, which will be a fee for each such major decision equal to $12,000 or such lesser amount as the related borrower agrees to pay with respect to the subject serviced mortgage loan (or serviced loan combination, if applicable).
|
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 0.0022% 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 (or any related serviced companion 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 each outside serviced mortgage loan, includes the per annum servicing fee rate payable to the outside 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.
|
|||||
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.
|
|||
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 loans) but not any companion loans, as described below under “—Advances on the Loan Combinations,” 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 mortgage loan documents with respect to the serviced loans, unless the advance is determined to be non-recoverable from related loan proceeds. 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 liquidation loss on a defaulted mortgage loan.
|
|||||
See “Description of the Offered Certificates—Distributions—Realized Losses” and “The Pooling and Servicing Agreement—Advances” in this prospectus supplement.
|
|||||
D.
|
Property Advances on the
|
||||
Outside Serviced Loan
|
|||||
Combinations
|
With respect to each outside serviced loan combination, the outside servicer under the related outside servicing agreement is required to make property protection advances with respect to the related mortgaged property or properties, unless that outside servicer determines that those advances would not be recoverable from collections on such outside serviced loan combination. If that outside servicer is required to but fails to make a required property protection advance, then (subject to a recoverability determination) the outside trustee will be required to make that property protection advance. The outside servicer and/or the outside trustee, to the extent it makes any property protection advances with respect to an outside serviced loan combination, will be entitled to receive interest on such advances in accordance with the terms of the applicable outside servicing agreement and the related co-lender agreement, which may be reimbursable out of general collections of the issuing entity. The advancing party 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 applicable outside serviced mortgage loan of any non-recoverable property protection advance made by it on the related outside serviced loan combination and interest on those advances.
|
||||
No outside servicer is required to advance delinquent monthly mortgage loan payments with respect to the related 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 a mortgage loan that has an anticipated repayment date (if any)) 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 2014-GC23 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 or trust component. However, no such principal losses will be allocated to the 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 or the Class C 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 certificate principal amount of a related class of principal balance certificates or a 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 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 any outside servicer, outside trustee and/or outside special servicer to receive payments of interest on unreimbursed property protection advances, servicing and/or special servicing compensation and/or reimbursement of certain amounts with respect to an outside serviced loan combination in accordance with the related co-lender agreement and the applicable outside servicing agreement; a modification of a mortgage loan’s interest rate or principal balance; or 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 the 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 1.0% 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, correspondingly, the Class A-S, Class B, Class C and Class PEZ certificates) 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 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 Redwood Trust, Inc., as guarantor of the repurchase and substitution obligations of Redwood Commercial Mortgage Corporation) 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 may solicit offers for defaulted serviced loans and related REO properties and is required to accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted serviced mortgage loan (or defaulted serviced loan combination, if applicable) or related 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 and any related serviced companion loan holder (as a collective whole as if such certificateholders and such serviced companion loan holder constituted a single lender). | |||||
If a serviced mortgage loan that is part of a serviced loan combination (if any) becomes a defaulted mortgage loan, and if the special servicer decides to sell such defaulted mortgage loan as described in the prior paragraph, then the special servicer will be required to sell the related serviced companion loan together with such defaulted mortgage loan as a single whole loan. In connection with any such sale, the special servicer will be required to follow the procedures set forth under “The Pooling and Servicing Agreement—Realization Upon Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement.
|
Pursuant to the related outside servicing agreement, the party acting as outside special servicer with respect to any outside serviced loan combination may offer to sell to any person (or may offer to purchase) for cash such outside serviced loan combination during such time as such loan combination constitutes a defaulted mortgage loan under the related outside servicing agreement and, in connection with any such sale, the outside special servicer is required to sell both the related outside serviced mortgage loan and the related companion loan as a single whole loan.
|
||||||
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 Loan Combinations” in this prospectus supplement.
|
||||||
E.
|
Registration and Denominations
|
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.
|
||||
Other Investment Considerations
|
||||||
Potential Conflicts of Interest
|
The relationships involving the parties to this transaction and/or the securitization of any related companion loan, 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, any sponsor, any underwriter, the master servicer, the special servicer, the operating advisor, any outside servicer, any outside special servicer, any outside operating advisor or any of their respective affiliates;
|
|||||
●
|
the ownership of, or of any interests in, any companion loans or mezzanine debt by any sponsor, any underwriter, the master servicer, the special servicer, the operating advisor, any outside servicer, any outside special servicer, any outside operating advisor or any of their respective affiliates;
|
●
|
the relationships, including financial dealings, of any sponsor, the master servicer, the special servicer, the operating advisor, any outside servicer, any outside special servicer, any outside operating advisor or any of their respective affiliates with any borrower, any non-recourse carveout guarantor or any of their respective affiliates;
|
|||||
●
|
the relationships, including financial dealings, of the sponsors, the 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 directing holder or the holder of any serviced companion loan or its representative;
|
|||||
●
|
the expected initial controlling class representative’s engagement of any party to this securitization transaction as an independent contractor to conduct due diligence with respect to certain underlying mortgage loans;
|
|||||
●
|
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 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 outside serviced loan combinations, the activities of any outside servicer, any outside special servicer, any outside 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, any Outside Servicer and any Outside Special Servicer,” “—Potential Conflicts of Interest of the Operating Advisor,” “—Potential Conflicts of Interest of the Directing Holder, any Outside Controlling Class Representative and any Serviced Companion Loan Holder,” “—Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans,” “—Other Potential Conflicts of Interest May Affect Your Investment,” “—Special Servicer May Be Directed or Advised To Take Actions by an Entity That Has No Duty or Liability to Other Certificates,” “—Rights of the Directing Holder and the Operating Advisor Could Adversely Affect Your Investment,” “—Loan Combinations Pose Special Risks—Realization on the Mortgage Loan That is Part of a Serviced Loan Combination May Be Adversely Affected by the Rights of the Related Serviced Companion Loan Holder,” and “—Rights of any Outside Controlling Class Representative Under any Outside Servicing Agreement Could Adversely 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: (a) the Class X-A certificates and the Class X-B certificates will be issued with original issue discount; and (b) 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 will be issued at a premium.
|
||||||
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) and other plans that are subject to any federal, state or local law which is, to a material extent, similar to the fiduciary or prohibited transaction 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 ratings from one or more nationally recognized statistical rating organizations engaged by the depositor to rate the offered certificates.
|
||||
Credit ratings referenced throughout this prospectus supplement are forward-looking opinions about credit risk and express a rating agency’s opinion about the willingness and ability of an issuer of securities to meet its financial obligations in full and on time. Ratings are not indications of investment merit and are not buy, sell or hold recommendations, a measure of asset value or an indication of the suitability of an investment. 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 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.
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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 any outside serviced loan combination, the rating agencies engaged by the depositor for the applicable lead 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.
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Furthermore, the Securities and Exchange Commission may determine that any or all of the rating agencies engaged by the depositor 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.
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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.
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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
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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 amounts, but only the obligation to pay interest timely on the notional amounts 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.
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Legal Investment
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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. The issuing entity will not be registered under the Investment Company Act of 1940, as amended. However, the issuing entity will not be relying upon Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended, as a basis for not registering under the Investment Company Act of 1940, as amended. 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;
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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
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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.
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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;
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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;
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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
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the impact on demand generally for CMBS as a result of the existence or cancellation of government-sponsored economic programs.
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At the time of a proposed exchange, a certificateholder must own exchangeable certificates in the requisite exchangeable proportion to make the desired exchange, as described under “Description of the Offered Certificates—Exchangeable Certificates—Exchanges” in this prospectus supplement.
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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.
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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.
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Certificates may only be held in authorized denominations.
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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.
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Effective January 1, 2014, EU Regulation 575/2013 (the “CRR”) imposes on European Economic Area (“EEA”) credit institutions and investment firms investing in securitizations issued on or after January 1, 2011, or in securitizations issued prior to that date where new assets are added or substituted after December 31, 2014: (a) a requirement (the “Retention Requirement”) that the originator, sponsor or original lender of such securitization has explicitly disclosed that it will retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5%; and (b) a requirement (the “Due Diligence Requirement”) that the investing credit institution or investment firm has undertaken certain due diligence in respect of the securitization and the underlying exposures and has established procedures for monitoring them on an ongoing basis. National regulators in EEA member states impose penal risk weights on securitization investments in respect of which the Retention Requirement or the Due Diligence Requirement has not been satisfied in any material respect by reason of the negligence or omission of the investing credit institution or investment firm. If the Retention Requirement or the Due Diligence Requirement is not satisfied in respect of a securitization investment held by a non-EEA subsidiary of an EEA credit institution or investment firm then an additional risk weight may be applied to such securitization investment when taken into account on a consolidated basis at the level of the EEA
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credit institution or investment firm. Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply 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, will apply 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 or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issue of the certificates in accordance with Retention Requirement or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Retention Requirement, the Due Diligence Requirement or Similar Requirements. Consequently, the certificates are not a suitable investment for EEA credit institutions, investment firms or the other types of EEA regulated investors mentioned above. As a result, the price and liquidity of the certificates in the secondary market may be adversely affected. This could adversely affect your ability to transfer certificates or the price you may receive upon your sale of certificates. |
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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 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 began phasing in on 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 and the attractiveness of investments in CMBS for such entities.
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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 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, and final regulations were issued on December 10, 2013. Conformance with the Volcker Rule’s provisions is required by July 21, 2015, subject to the possibility of up to two one-year extensions granted by the Federal Reserve in its discretion. The Volcker Rule and the regulations adopted under the Volcker Rule restrict certain purchases or sales of securities generally and derivatives by banking entities if conducted on a proprietary trading basis. The Volcker Rule’s provisions may adversely affect the ability of banking entities to purchase and sell the certificates.
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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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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
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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.
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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
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economic, demographic, tax, legal or other factors.
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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;
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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;
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may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;
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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 by the hired rating agencies and other nationally recognized statistical rating organizations 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
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changes in interest rate levels.
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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;
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rental payments could not be collected for any other reason; or
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a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.
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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;
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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
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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.
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the borrower (or its constituent members) may have difficulty servicing and repaying multiple loans;
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the existence of another loan will generally also make it more difficult for the borrower to obtain refinancing of the related mortgage loan (or loan combination, if applicable) or sell the related mortgaged property and may thereby jeopardize repayment of the mortgage loan (or loan combination, if applicable);
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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;
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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;
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the bankruptcy of another lender also may operate to stay foreclosure by the issuing entity; and
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the issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.
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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
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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.
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premiums for terrorism insurance coverage will likely increase;
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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
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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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Risks Associated With Blanket Insurance Policies or Self-Insurance
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as it relates to the servicing and administration of the serviced loans, the master servicer, a sub-servicer, the special servicer or any of their respective affiliates holds certificates of this securitization transaction or any commercial mortgage-backed securities that evidence an interest in or are secured by the assets of an issuing entity, which assets include a serviced companion loan (or a portion of or interest in a serviced companion loan) (such securities, “serviced companion loan securities”), or
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as it relates to servicing and administration of the outside serviced loan combinations, any outside servicer, a sub-servicer, any outside special servicer or any of their respective affiliates, holds certificates of this securitization transaction or any securitization involving a companion loan in each outside serviced loan combination;
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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.
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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 serviced companion loan holder or any director, officer, employee, agent or principal of the serviced companion loan holder for having so acted.
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An outside 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 any outside serviced loan combination, although the outside special servicer is not permitted to take actions which are prohibited by law or violate the servicing standard under the outside servicing agreement or the terms of the related mortgage loan documents, it is possible that the outside controlling class representative may direct the outside special servicer, to take actions with respect to the outside serviced loan combination 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 outside controlling class representative or any director, officer, employee, agent or principal of the outside controlling class representative for having so acted.
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the Companion Loan related to the Selig Portfolio Mortgage Loan is referred to as the “Selig Portfolio Companion Loan” and the Selig Portfolio Mortgage Loan together with the Selig Portfolio Companion Loan are referred to as the “Selig Portfolio Loan Combination“;
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the Selig Portfolio Companion Loan is pari passu in right of payment with the Selig Portfolio Mortgage Loan;
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the Selig Portfolio Companion Loan was previously included in a commercial mortgage securitization transaction (the “GSMS 2014-GC22 Securitization”) relating to the issuance of the GS Mortgage Securities Trust 2014-GC22, Commercial Mortgage Pass-Through Certificates, Series 2014-GC22 (the “GSMS 2014-GC22 Certificates”); the GSMS 2014-GC22 Securitization is referred to in this prospectus supplement (with respect to the applicable Outside Serviced Mortgage Loan) as an “Outside Securitization”;
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because it is being serviced pursuant to the pooling and servicing agreement for the GSMS 2014-GC22 Securitization (the “GSMS 2014-GC22 Pooling and Servicing Agreement”), which governs the securitization of the related Companion Loan, as described under “—Servicing of the Outside Serviced Mortgage Loan” below, the Selig Portfolio Mortgage Loan is also sometimes referred to in this prospectus supplement as an “Outside Serviced Mortgage Loan”, the Selig Portfolio Companion Loan is also sometimes referred to in this prospectus supplement as an “Outside Serviced Companion Loan“, and such Outside Serviced Mortgage Loan, together with its related Outside Serviced Companion Loan, is also sometimes referred to in this prospectus supplement as an “Outside Serviced Loan Combination”; the holder of the Companion Loan is referred to as a “Companion Loan Holder”;
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the trustee under the GSMS 2014-GC22 Securitization is referred to in this prospectus supplement (with respect to the applicable Outside Serviced Mortgage Loan) as an “Outside Trustee”; and
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the GSMS 2014-GC22 Pooling and Servicing Agreement is referred to in this prospectus supplement (with respect to the applicable Outside Serviced Mortgage Loan) as an “Outside Servicing Agreement”.
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Ten (10) Mortgage Loans (together with the GS CRE Mortgage Loans (as defined below), the “GSMC Mortgage Loans”), representing approximately 29.7% of the Initial Pool Balance, were originated by Goldman Sachs Mortgage Company, a New York limited partnership (“GSMC”);
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Fourteen (14) Mortgage Loans (the “CGMRC Mortgage Loans”), representing approximately 24.1% of the Initial Pool Balance, were originated by Citigroup Global Markets Realty Corp., a New York corporation (“CGMRC”);
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Thirty-two (32) Mortgage Loans (the “RMF Mortgage Loans”), representing approximately 23.7% of the Initial Pool Balance, were originated by Rialto Mortgage Finance, LLC, a Delaware limited liability company (“RMF”);
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Thirteen (13) Mortgage Loans (the “MC-Five Mile Mortgage Loans”), representing approximately 9.6% of the Initial Pool Balance, were originated by MC-Five Mile Commercial Mortgage Finance LLC, a Delaware limited liability company (“MC-Five Mile”);
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Seven (7) Mortgage Loans (the “GS CRE Mortgage Loans”), representing approximately 9.0% of the Initial Pool Balance, were originated by GS Commercial Real Estate LP, a Delaware limited partnership (“GS CRE”); and
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Seven (7) Mortgage Loans (the “RCMC Mortgage Loans”), representing approximately 4.0% of the Initial Pool Balance, were originated by Redwood Commercial Mortgage Corporation, a Delaware corporation (“RCMC”).
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With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as Joppa Perring, which secures a portion of a Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, the Appraised Value represents the “hypothetical market value” appraised value of $5,800,000. The “as-is” value in the appraisal of $6,900,000 represents the value of the collateral plus an outparcel that is not part of the collateral, but was included because the lot lines for the subject collateral had not been redrawn at the time of the appraisal and have since been redrawn to only include the subject property.
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With respect to the Mortgage Loan secured the by Mortgaged Property identified on Annex A to this prospectus supplement as Capewood Apartments, representing approximately 0.4% of the Initial Pool Balance, the Appraised Value represents an “as repaired” value from the appraisal that assumes roof renovations are complete, and the borrower reserved $600,000 with the lender related to such roof renovations. The “as-is” appraised value of such Mortgaged Property without taking into account the above-referenced renovation would be $5,580,000.
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with respect to any Split Mortgage Loan, the calculation of the Cut-off Date LTV Ratio is based on the aggregate principal balance of such Split Mortgage Loan and the related Companion Loan;
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with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Doubletree Rochester, representing approximately 1.5% of the Initial Pool Balance, the Cut-off Date LTV Ratio is calculated by adding the $5,000,000 PIP reserve to the “as-is” appraised value of $22,000,000; the Cut-off Date LTV Ratio for that Mortgage Loan calculated without regard to $5,000,000 PIP reserve is 81.7%;
|
|
●
|
with respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Brawley Shopping Center, representing approximately 0.2% of the Initial Pool Balance, the Cut-off Date Loan-to-Value Ratio was calculated using the “as stabilized” appraised value of $3,820,000 (as the “as-is” appraised value takes into account a $90,000 lease-up deduction for the Togo’s tenant, however, the “as-stabilized” appraised value assumes the lease with Togo’s has been executed and the tenant is open for business, both of which have occurred as of the Cut-off Date); the Cut-off Date Loan-to-Value Ratio for that Mortgage Loan calculated based on the “as-is” appraised value is 76.8%; and
|
|
●
|
with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio, expressed as a percentage, of the aggregate Cut-off Date Balance of the applicable Crossed Group, divided by the aggregate Appraised Values of the related Mortgaged Properties.
|
|
●
|
with respect to any Split Mortgage Loan, the calculation of the Debt Yield on Underwritten Net Cash Flow is based on the aggregate principal balance of such Split Mortgage Loan and the related Companion Loan; and
|
|
●
|
with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio of the aggregate Underwritten Net Cash Flow produced by the related Mortgaged Properties, divided by the aggregate Cut-off Date Balance of the applicable Crossed Group.
|
|
●
|
with respect any Split Mortgage Loans, the calculation of the Debt Yield on Underwritten Net Operating Income is based on the aggregate principal balance of such Split Mortgage Loan and the related Companion Loan; and
|
|
●
|
with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio of the aggregate Underwritten Net Operating Income produced by the related Mortgaged Properties, divided by the aggregate Cut-off Date Balance of the applicable Crossed Group.
|
|
●
|
with respect to any Split Mortgage Loan, the calculation of the DSCR is based on the Annual Debt Service of such Split Mortgage Loan and the related Companion Loan(s); and
|
|
●
|
with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio of the aggregate Underwritten Net Cash Flow produced by the related Mortgaged Properties divided by the aggregate Annual Debt Service that is due in connection with the applicable Crossed Group.
|
|
●
|
With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Hyatt NYC Portfolio, which represents approximately 7.3% of the Initial Pool Balance, each operating lessee established an operating account (which is pledged to the lender and subject to an account control agreement in favor of the lender) pursuant to the management agreements into which the revenues of the respective properties are deposited, following which the property manager is only required to transfer to the lender’s cash management account (which is subject to an account control agreement and pledged to the lender) amounts from that operating account that would otherwise be payable to the borrower under the related management agreement, after payment of operating expenses, management fees, any reserves required under the management agreement and all other amounts required or permitted to be paid by the property manager pursuant to the management agreement in the performance of its duties and obligations with respect to each Mortgaged Property, and the lender has no rights with respect to directing monies in that operating account until the management agreement has been terminated, however, the loan agreement prohibits the borrower or operating lessee from withdrawing or transferring money from such operating account during the continuance of an event of default under the related loan documents.
|
|
●
|
With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Hyatt NYC Portfolio, representing approximately 7.3% of the Initial Pool Balance; see the description of the related lockbox account under the definition of “Hard Lockbox” above in this prospectus supplement.
|
|
●
|
with respect to any Split Mortgage Loan, the calculation of the LTV Ratio at Maturity is based on the aggregate Balloon Balance of such Split Mortgage Loan and the related Companion Loan;
|
|
●
|
with respect to any cross-collateralized and cross-defaulted Mortgage Loan, such terms mean the ratio, expressed as a percentage, of the aggregate Balloon Balance of the applicable Crossed Group divided by the aggregate Appraised Value of the related Mortgaged Properties; 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 was calculated using the related “as stabilized” or “as renovated” Appraised Values, as applicable, as opposed to the “as-is” Appraised Values, each as set forth below.
|
Mortgaged Property Name
|
% of Initial
Pool Balance |
Maturity Date
LTV Ratio (“As Stabilized”) |
“As Stabilized”
or “As Renovated” Appraised Value |
Maturity Date
LTV Ratio
(“As-Is”)
|
“As-Is”
Appraised Value |
|||||
Selig Portfolio(1)
|
7.9%
|
55.6%
|
$354,500,000
|
58.8%
|
$335,300,000
|
|||||
Hyatt NYC Portfolio
|
7.3%
|
40.8%
|
$187,400,000
|
46.2%
|
$165,400,000
|
|||||
Chula Vista Center
|
5.7%
|
46.4%
|
$131,000,000
|
52.4%
|
$116,000,000
|
|||||
Hilton Knoxville
|
2.8%
|
61.2%
|
$49,900,000
|
65.1%
|
$46,900,000
|
|||||
Dolce Living Rosenberg
|
2.7%
|
64.2%
|
$47,220,000
|
64.9%
|
$46,680,000
|
|||||
Homewood Suites Nashville Vanderbilt
|
2.5%
|
46.3%
|
$54,700,000
|
50.6%
|
$50,000,000
|
|||||
Doubletree Rochester
|
1.5%
|
44.3%
|
$30,000,000
|
60.3%
|
$22,000,000
|
|||||
Resaca Village Center
|
0.7%
|
59.8%
|
$12,500,000
|
69.4%
|
$10,780,000
|
|||||
Long Meadow Shopping Center
|
0.6%
|
27.8%
|
$20,900,000
|
41.4%
|
$14,000,000
|
|||||
Tellus MS-FL Self Storage Portfolio
|
0.6%
|
58.3%
|
$9,800,000
|
62.1%
|
$9,200,000
|
|||||
Hampton Inn - Lake Charles
|
0.5%
|
60.9%
|
$8,750,000
|
73.5%
|
$7,250,000
|
|||||
Stonebridge Crossing
|
0.5%
|
65.2%
|
$8,100,000
|
68.6%
|
$7,700,000
|
|||||
Newbridge Shopping Center
|
0.5%
|
45.6%
|
$11,500,000
|
57.0%
|
$9,200,000
|
|||||
Desert View MHC
|
0.5%
|
30.9%
|
$14,900,000
|
35.7%
|
$12,900,000
|
|||||
Comfort Inn and Suites Crabtree Valley
|
0.4%
|
50.7%
|
$8,100,000
|
53.0%
|
$7,750,000
|
|||||
Climatrol Self-Storage(2)
|
0.2%
|
52.5%
|
$4,250,000
|
54.2%
|
$4,000,000
|
|||||
8816 Six Forks Road
|
0.4%
|
63.4%
|
$6,915,000
|
73.2%
|
$5,995,000
|
|||||
Mission Trace Shopping Center
|
0.3%
|
57.1%
|
$4,690,000
|
58.9%
|
$4,550,000
|
|||||
Brawley Shopping Center
|
0.2%
|
63.1%
|
$3,820,000
|
64.7%
|
$3,730,000
|
(1)
|
The Maturity Date LTV Ratio is calculated using the “as stabilized” Appraised Value for the Mortgaged Properties identified on Annex A to this prospectus supplement as Fourth & Blanchard, 635 Elliott, 645 Elliott, Fifth & Jackson, 200 West Thomas and South Tower - 100 West Harrison.
|
(2)
|
The Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Climatrol Self-Storage is part of a Crossed Group that also includes the Mortgaged Property identified on Annex A to this prospectus supplement as Williamsburg Self-Storage.
|
All Mortgage Loans
|
|
Initial Pool Balance(1)
|
$1,232,066,996
|
Number of Mortgage Loans
|
83
|
Number of Mortgaged Properties
|
99
|
Average Cut-off Date Mortgage Loan Balance
|
$14,844,181
|
Weighted Average Mortgage Loan Rate(2)
|
4.5237%
|
Range of Mortgage Loan Rates(2)
|
3.8600% - 5.5600%
|
Weighted Average Cut-off Date Loan-to-Value Ratio(2)(3)(4)
|
61.2%
|
Weighted Average Maturity Date Loan-to-Value Ratio(2)(3)(5)
|
52.2%
|
Weighted Average Cut-off Date Remaining Term to Maturity Date (months)
|
114
|
Weighted Average Cut-off Date DSCR(2)(3)
|
1.94x
|
Full-Term Amortizing Balloon Mortgage Loans
|
31.9%
|
Partial Interest-Only Balloon Mortgage Loans
|
43.7%
|
Interest-Only Balloon Mortgage Loans
|
24.4%
|
|
(1)
|
Subject to a permitted variance of plus or minus 5%.
|
|
(2)
|
With respect to any Split Mortgage Loan, the related Companion Loan(s) are included for the purposes of calculating the Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio and Cut-off Date DSCR. Other than as specifically noted, the Cut-off Date Loan-to-Value Ratio, Maturity Date 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. In addition, the Selig Portfolio Mortgage Loan permits the incurrence of additional pari passu debt secured by the related Mortgaged Properties, subject to certain loan-to-value ratio, debt service coverage ratio, debt yield and other conditions described under “Description of the Mortgage Pool—Statistical Characteristics of Mortgage Loans—Additional Indebtedness” “—The Loan Combinations” in this prospectus supplement.
|
|
(3)
|
With respect to Mortgage Loans that are cross-collateralized and cross-defaulted with one or more other Mortgage Loans, the Cut-off Date Loan-to-Value Ratio, the Maturity Date Loan-to-Value Ratio and the Cut-off Date DSCR of those Mortgage Loans are presented in the aggregate unless otherwise indicated.
|
|
(4)
|
In most cases, the Cut-off Date Loan-to-Value Ratio for each Mortgage Loan is calculated utilizing the “as-is” appraised value. However, in the case of four (4) Mortgage Loans, representing approximately 2.7% of the Initial Pool Balance, the Cut-off Date Loan-to-Value Ratio is calculated using an “as stabilized,” “as renovated,” “as repaired,” “hypothetical” or other appraised value, instead of the related “as-is” appraised value, as further described under the definitions of “Appraised Value” and “Cut-off Date Loan-to-Value Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement. The Cut-off Date Loan-to-Value Ratio of those four (4) Mortgage Loans, calculated using an “as-is” appraised value, would result in a weighted average Cut-off Date Loan-to-Value Ratio for the mortgage pool of 61.4%.
|
|
(5)
|
In the majority of cases, the Maturity Date Loan-to-Value Ratio for each Mortgage Loan is calculated utilizing the “as-is” appraised value. However, in the case of 19 Mortgage Loans, representing approximately 35.6% of the Initial Pool Balance, the Maturity Date Loan-to-Value Ratio is calculated using an “as stabilized” or “as renovated” appraised value instead of the related “as-is” appraised value, as further described under the definition of “Maturity Date Loan-to-Value Ratio” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement. The Maturity Date Loan-to-Value Ratio of those 19 Mortgage Loans, calculated using an “as-is” appraised value, would result in a weighted average Maturity Date Loan-to-Value Ratio for the mortgage pool of 54.1%.
|
Mortgaged Property Name
|
Mortgage
Loan Cut-off Date Balance |
Percentage (%) of
the Initial Pool Balance by Allocated Loan Amount |
Expiration of Related
License/ Franchise Agreement |
Maturity Date
|
||||
Doubletree Rochester
|
$17,970,356
|
1.5%
|
6/30/2024
|
7/6/2024
|
||||
Viceroy Palm Springs
|
$11,750,000
|
1.0%
|
1/1/2018(1)
|
7/5/2019
|
||||
Comfort Inn and Suites Crabtree Valley
|
$5,392,400
|
0.4%
|
6/30/2020
|
7/6/2024
|
Aggregate Cut-off
Date Balance
|
% of Initial
Pool Balance
|
|||||
Top Mortgage Loan
|
$140,000,000
|
11.4%
|
||||
Top 5 Mortgage Loans
|
$461,000,000
|
37.4%
|
||||
Top 10 Mortgage Loans
|
$666,354,739
|
54.1%
|
||||
Largest Related-Borrower Concentration(1)(2)
|
$42,224,372
|
3.4%
|
||||
Next Largest Related-Borrower Concentration(1)
|
$20,987,657
|
1.7%
|
(1)
|
Excludes single-borrower Mortgage Loans and cross-collateralized and cross-defaulted Mortgage Loans that are not otherwise related to a borrower under any other Mortgage Loans.
|
(2)
|
Includes five Mortgage Loans, of which two are cross-collateralized and cross-defaulted which each other, and the remaining three are not cross-collateralized and cross-defaulted with any Mortgage Loans, but all five of which have related borrowers.
|
Mortgaged Property Name
|
Cut-off Date
Principal Balance
|
% of Initial
Pool Balance
|
|||||||
Woodside Village
|
$12,003,626
|
1.0
|
% | ||||||
Sedona Pointe
|
8,451,977
|
0.7
|
|||||||
Gallery At Champions
|
8,268,304
|
0.7
|
|||||||
Roundhill Townhomes
|
7,236,848
|
0.6
|
|||||||
Brisas Del Mar
|
6,263,617
|
0.5
|
|||||||
Sub-Total
|
$42,224,372
|
3.4
|
% | ||||||
Lake Shore Plaza
|
$13,200,000
|
1.1
|
% | ||||||
Long Meadow Shopping Center
|
7,787,657
|
0.6
|
|||||||
Sub-Total
|
$20,987,657
|
1.7
|
% | ||||||
AAAA Self-Storage
|
$4,983,475
|
0.4
|
% | ||||||
Ridgefield Self-Storage
|
3,093,038
|
0.3
|
|||||||
Easy Does It Self-Storage
|
2,594,161
|
0.2
|
|||||||
Williamsburg Self-Storage
|
2,541,480
|
0.2
|
|||||||
Climatrol Self-Storage
|
2,541,480
|
0.2
|
|||||||
Sub-Total
|
$15,753,634
|
1.3
|
% | ||||||
Westgate Commons
|
$11,150,000
|
0.9
|
% | ||||||
Office Max
|
2,900,000
|
0.2
|
|||||||
Sub-Total
|
$14,050,000
|
1.1
|
% | ||||||
Desert View MHC
|
$5,594,070
|
0.5
|
% | ||||||
Evergreen MHC
|
2,525,009
|
0.2
|
|||||||
Country Terrace MHC
|
2,295,263
|
0.2
|
|||||||
Sub-Total
|
$10,414,342
|
0.8
|
% | ||||||
Total
|
$103,430,005
|
8.4
|
% |
State
|
Number of
Mortgaged
Properties
|
Aggregate Cut-off Date
Balance
|
% of Initial Pool
Balance
|
|||||
New York
|
7
|
$ |
274,751,217
|
22.3%
|
||||
California
|
6
|
$ |
177,353,589
|
14.4%
|
||||
Texas
|
19
|
$ |
140,005,960
|
11.4%
|
||||
Washington
|
8
|
$ |
102,594,070
|
8.3%
|
||||
Maryland
|
3
|
$ |
74,116,928
|
6.0%
|
||||
Tennessee
|
4
|
$ |
73,210,843
|
5.9%
|
||||
Florida
|
6
|
$ |
66,043,257
|
5.4%
|
|
(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.
|
|
●
|
Mortgaged Properties located in California and Nevada, among others, are more susceptible to certain hazards (such as earthquakes and wildfires) than properties in other parts of the country.
|
|
●
|
Mortgaged Properties located in coastal states, which includes Mortgaged Properties located in, for example, Texas, New York, California, Florida, Pennsylvania, Georgia, Michigan, Illinois, Alabama, Mississippi, Louisiana, North Carolina and South Carolina, among others, 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 Alabama and 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 11.4%, 5.4%, 2.9%, 1.0% and 0.3% of the Initial Pool Balance by allocated loan amount, are located in Texas, Florida, Louisiana, Alabama and Mississippi, 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.
|
|
●
|
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 is not required pursuant to the terms of its applicable Mortgage Loan documents to 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
Name
|
Mortgage
Loan
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
Companion Loan
Cut-off Date
Balance
|
Loan Combination
Cut-off Date
Balance
|
Loan
Combination
Interest Rate
|
Loan
Combination
Cut-off Date
LTV
|
Loan
Combination DSCR |
|||||||
Selig Portfolio(1)
|
$97,000,000
|
7.9%
|
$100,000,000
|
$197,000,000
|
4.6080%
|
58.8%
|
2.06x
|
(1)
|
GSMC, an affiliate, or an unrelated third party may originate additional pari passu debt secured by the Selig Portfolio Mortgaged Properties. See “Description of the Mortgage Pool—Statistical Characteristics of Mortgage Loans—Additional Indebtedness” in this prospectus supplement.
|
Mortgaged Property Name
|
Mortgage Loan
Cut-off Date
Balance
|
Combined
Maximum LTV
Ratio
|
Combined
Minimum
DSCR
|
Combined
Minimum
Debt Yield
|
|||||||
28-40 West 23rd Street
|
$140,000,000
|
65.0
|
% |
1.40
|
x |
9.00%
|
|||||
Selig Portfolio
|
$97,000,000
|
58.8
|
% |
2.05
|
x |
|
9.57%
|
||||
Houston Multifamily Portfolio(1)
|
$12,330,000
|
75.0
|
% |
1.25
|
x |
N/A
|
|||||
5185 MacArthur Boulevard
|
$11,625,000
|
70.0
|
% |
N/A
|
8.25%
|
||||||
Westgate Commons
|
$11,150,000
|
75.0
|
% |
1.20
|
x |
N/A
|
|||||
Maple Grove Shopping Center(2)
|
$3,696,018
|
N/A
|
1.30
|
x |
9.50%
|
||||||
Office Max
|
$2,900,000
|
75.0
|
% |
1.20
|
x |
N/A
|
(1)
|
The permitted mezzanine debt amount may not exceed $1,644,000.
|
(2)
|
The borrower may incur mezzanine debt or a member loan in connection with the expansion of the largest tenant, Piggly Wiggly Midwest.
|
|
●
|
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 Palm Island Apartments, representing approximately 5.2% of the Initial Pool Balance, a civil judgment was entered against David Gianulias, a non-recourse carveout guarantor of the Mortgage Loan, in the amount of $2.276 million arising from an alleged breach of a personal services contract relating to a purchase of assets in 2009. The judgment is outstanding and David Gianulias is bringing a new action to recover the amounts that would be payable under the outstanding judgment. In addition, David Gianulias is a defendant in a contract dispute totaling approximately $570,000 involving failure to make a payment under a loan used to finance the purchase of a boat in 2008.
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With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as Sedona Pointe, Gallery At Champions, Woodside Village, Roundhill Townhomes and Brisas Del Mar, collectively representing approximately 3.4% of the Initial Pool Balance, Mervyn S. Simpson, one of the three related guarantors of each Mortgage Loan, and his former employer, an accounting firm, are defendants in a civil litigation in Canada relating to a tax return filed by the plaintiff. The plaintiff is seeking recovery for damages, including $500,000 in punitive damages.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Gallery At Champions, representing approximately 0.7% of the Initial Pool Balance, the related borrower and property manager are subject to litigation involving two (2) wrongful death claims for minors that were shot and killed on February 12, 2012 by unknown assailants. The borrower’s insurance company declined coverage based on exclusions in the policy. The case was dismissed with prejudice on June 6, 2014, and the plaintiff has filed a motion to extend the deadline to file an appeal. The Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as Sedona Pointe and Gallery At Champions are cross-collateralized and cross-defaulted with each other.
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With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Tellus MS-FL Storage Portfolio, representing approximately 0.6% of the Initial Pool Balance, such Mortgage Loan refinanced, in part, a prior loan secured by the individual Mortgaged Property identified as Tellus MS-FL Self Storage Portfolio - Lake City via a discounted pay off.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Waterlick Plaza, representing approximately 0.4% of the Initial Pool Balance, the Mortgage Loan refinanced a prior securitized loan with an original principal balance of $7.2 million, which prior loan was restructured in October 2012 into two notes, Note A and Note B, with an outstanding principal balance of $4.25 million and $2.59 million, respectively. In connection with the origination of the Mortgage Loan, the prior lender agreed to forgive the entire Note B balance. The Mortgage Loan proceeds were used to pay off Note A, pay closing costs and fund reserves.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Sausalito Apartments, representing approximately 0.3% of the Initial Pool Balance, such Mortgage Loan refinanced a prior loan secured by the related Mortgaged Property that was in maturity default.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement supplement as Palm Island Apartments, representing approximately 5.2% of the Initial Pool Balance, James C. Gianulias, a non-recourse carveout guarantor of the Mortgage Loan, his homebuilding company, Cameo Homes, and the James Chris Gianulias Trust (together with James C. Gianulias, the “Gianulias Obligors”) were the subject of an involuntary bankruptcy petition that was filed in June 2008 due to defaults or imminent defaults on loans that were secured by vacant land originally intended for single family home development. Pursuant to the bankruptcy plan, there were two promissory notes made by the Gianulias Obligors for the benefit of the creditors: (a) a cash flow note (the “Cash Flow Note”), which has a face amount of $42,000,000, accumulates interest at 3.75% per annum and is secured by a pledge of all cash flow received by the Gianulias Obligors, and (b) the second note, which has a face amount of $5,000,000, is unsecured and is due and payable without interest on or before December 31, 2025. In accordance with the terms of the Cash Flow Note, 60% of all amounts received by the Gianulias Obligors from excess cash flow from the Mortgage Loan and other holdings of James C. Gianulias (after the deduction of certain expenses) is to be applied monthly to the payment of the Cash Flow Note. The Gianulias Obligors will receive the remaining 40% of the available cash flow. David Gianulias (James C. Gianulias’ son), another non-recourse carveout guarantor for the Mortgage Loan, was not a party to the bankruptcy.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as NorthCross Shopping Center, representing approximately 3.2% of the Initial Pool Balance, 10 entities under the control of the related non-recourse carveout guarantor filed for bankruptcy in 2012 and 2013. Each such entity has exited bankruptcy and is currently operating under a confirmed plan of reorganization. In addition, the related non-recourse carveout guarantor controlled two entities that were involved in commercial loan foreclosures and two entities that were involved in discounted payoffs.
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With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Centre Properties Portfolio, representing approximately 2.6% of the Initial Pool Balance, the related non-recourse carveout guarantors are the principals of a privately held real estate investment firm. Since 2003, such real estate firm, either directly or indirectly through one or more subsidiary entities, defaulted on eleven (11) loans secured by commercial real estate unrelated to
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the Mortgaged Property. In connection with eight (8) of the defaulted loans, the related borrower and borrower sponsor negotiated or consented to loan modifications, deeds-in-lieu, discounted pay-offs and/ or foreclosures of the mortgage loans that did not involve litigation or a bankruptcy filing on the part of the applicable borrower or borrower sponsor. With respect to a portfolio of three (3) additional loans, with an initial principal balance of $12,700,000, which were cross-collateralized and cross-defaulted, a maturity default occurred in January 2012 and the lender instituted foreclosure proceedings in January 2013. Subsequently, each related borrower filed for Chapter 11 bankruptcy protection on March 15, 2013. The foreclosing lender sold the portfolio of loans in September 2013 to a new lender, and the borrower sponsors have been negotiating with the new lender to reach a resolution or disposition as to the related defaulted loans and bankruptcy filing. The lender was advised that, as part of the ongoing negotiation and resolution process with the new lender, in connection with the sale of one of the three properties on May 1, 2014, $5,700,000 was applied to reduce outstanding debt owed to such lender.
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With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Wells Fargo Center, representing approximately 2.8% of the Initial Pool Balance, the non-recourse carveout guarantor, Rodolfo Touzet, became involved with the related Mortgaged Property in 2011 when he and other partners provided a $1.44 million loan to the related fee ownership and assumed an asset management role. That $1.44 million loan facilitated a workout of a prior securitized loan (the “Prior Loan”) secured by the fee interest in the Mortgaged Property. The Prior Loan had an original balance of $85 million and was modified on May 27, 2011 (bifurcated into a $58 million A-Note and a $27 million subordinate B-Note). In addition, in connection with the modification, the sponsors of the borrower under the Prior Loan provided $14.3 million to the prior lender to fund reserves, which amount was senior to the B-Note). In connection with the Mortgage Loan closing, the borrower under the Mortgage Loan acquired the leasehold interest in the Mortgaged Property and the prior lender extinguished all existing debt. In addition, Mr. Touzet was the managing member of the borrower under (i) two loans that were assets in securitization trusts, each of which was modified following default (and in each case the related loan was restructured to include an A-Note and a B-Note) and (ii) one loan, also an asset in a securitization trust, that resulted in a deed-in-lieu of foreclosure. He was also a non-managing member of borrowers under four loans, each of which were assets in a securitization trust, that were secured by properties that were foreclosed upon.
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With respect to the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as Desert View MHC, Evergreen MHC and Country Terrace MHC representing approximately 0.5%, 0.2% and 0.2%, respectively, of the Initial Pool Balance, the beneficiaries of the trust that owns a percentage of each borrower filed for Chapter 11 bankruptcy on November 14, 2005. Their plan of reorganization was confirmed on December 15, 2006 and the plan was completed in May 2012. The beneficiaries are passive investors that have no control or voting rights associated with their ownership interest. Their trust-based investment is managed by an independent third party.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Newbridge Shopping Center, representing approximately 0.5% of the Initial Pool Balance, the nonrecourse carveout guarantor, David Lichtenstein, is the chairman and chief executive officer of The Lightstone Group, which previously owned Extended Stay Hotels. On June 16, 2009, under the control of The Lightstone Group, Extended Stay Hotels filed for chapter 11 bankruptcy protection. Extended Stay Hotels emerged from chapter 11 bankruptcy protection on October 8, 2010, and a final decree closing the chapter 11 case was entered into on September 28, 2012. In addition, certain affiliates of the related nonrecourse carveout guarantor are the indirect owners of two (2) properties which are encumbered by mortgage loans that are currently in default and/or special servicing and are in the process of being worked out or transferred to the applicable lender in-lieu of foreclosure.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Hilton Knoxville, representing approximately 2.8% of the Initial Pool Balance, the sponsors of the related borrower also sponsored several other properties that were financed by securitized mortgage loans that were restructured or modified during the market downturn in 2008-2011. In 2008, the largest tenant of an office building financed by the sponsors of the related borrower in Voorhees, New Jersey vacated the building at the end of their lease term and the property could no longer support the securitized mortgage loan. In 2009, the securitized mortgage loan was transferred to special servicing and the sponsors cooperated in providing a deed-in-lieu of foreclosure to the related special servicer in February 2011. Additionally, in 2008, a Comfort Suites hotel in Manassas, Virginia
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financed by the sponsors of the related borrower began to experience cash flow shortfalls and the loan was transferred to special servicing. In 2011 the related special servicer initiated foreclosure proceedings and the sponsors cooperated in the transition of ownership and management of the property. Additionally, the sponsors of the related borrower were involved in recent litigation involving an affiliated entity and a loan that was used to fund the conversion of an office building into medical condominiums. The sponsors of the related borrower guaranteed a portion of the loan and when the loan matured in December 2012, the lender refused to provide an extension and declared the loan to be in default. The lender demanded payment from the sponsors in an amount that exceeded their limited guaranty obligation and the sponsors tendered the amount that was due under their guaranty. The lender refused to accept the payment and filed a confessed judgment against the sponsors for the higher amount. The court granted the sponsors’ motion to dismiss the judgment.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Dolce Living Rosenberg, representing approximately 2.7% of the Initial Pool Balance, in 2008 the sponsor of the related borrower was co-borrower on a construction loan with his brother for the development of townhomes in south Florida. In 2009, the construction loan lender forced construction to halt due to the sharp rise in loan-to-value as a result of market conditions in the area. The construction loan lender foreclosed on the property in 2010 and entered a judgment against the sponsor and his brother. The sponsor of the related borrower and his brother cooperated with the construction loan lender and a satisfaction of final judgment was issued on March 18, 2014.
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With respect to the cross-collateralized and cross-defaulted Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as Sedona Pointe and Gallery At Champions, representing approximately 1.4% of the Initial Pool Balance, the related borrowers and Mortgaged Properties were previously part of separate bankruptcy proceedings. In 2009, each borrower defaulted at maturity on mortgage loans secured by the Mortgaged Properties totaling approximately $20.2 million. In 2011, the borrowers filed for bankruptcy. The prior loans were modified in bankruptcy to $21.46 million and proceeds of the related Mortgage Loans were used to pay off the modified loans. The borrower sponsor for such Mortgage Loans is also the borrower sponsor for the Mortgage Loans secured by the Mortgaged Properties identified on Annex A to this prospectus supplement as Woodside Village and Roundhill Townhomes, representing approximately 1.0% and 0.6%, respectively, of the Initial Pool Balance. The Woodside Village and Roundhill Townhomes Mortgaged Properties were previously part of bankruptcy proceedings. In 2010, the prior owners of such Mortgaged Properties (who had the same limited partners as the current borrowers under the related Mortgage Loans) filed for bankruptcy. In the case of the Mortgaged Property Woodside Village, the prior lender foreclosed upon the prior loan. In the case of the Mortgaged Property Roundhill Townhomes, the prior loan was modified and proceeds of the related Mortgage Loan was used to pay off the modified loan. In each case described in this bulleted paragraph, the same individual was the general partner of each of the entities that filed for bankruptcy. Each borrower currently has a different general partner than the general partner involved in those bankruptcies. However, the prior general partner currently owns the property manager for each related Mortgaged Property.
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the financial effect of the absence of rental income may be severe;
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more time may be required to re-lease the space; and
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substantial capital costs may be incurred to make the space appropriate for replacement tenants.
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Seven (7) of the Mortgaged Properties, securing in whole or in part six (6) Mortgage Loans, collectively representing approximately 5.3% of the Initial Pool Balance by allocated loan amount, are leased to a single tenant.
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Excluding Mortgage Properties that are part of a portfolio of Mortgaged Properties, no Mortgaged Property leased to a single tenant secures a Mortgage Loan representing more than approximately 1.2% of the Initial Pool Balance.
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CVS is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 6.3%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
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Ross Dress for Less is a tenant at each of two (2) Mortgaged Properties, and such Mortgaged Properties secure approximately 3.2%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
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Dollar Tree is a tenant at each of four (4) Mortgaged Properties, and such Mortgaged Properties secure approximately 2.4%, in the aggregate, of the Initial Pool Balance based on allocated loan amount.
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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 (or in the case of an ARD Loan, the Anticipated Repayment Date) of the related Mortgage Loan. For example, with respect to the Mortgage Loans secured, in whole or in part, by the Mortgaged Properties identified in the table below, each such Mortgaged Property is occupied by a single tenant under a lease which expires prior to, or in the same month of, the maturity date (or in the case of an ARD Loan, the Anticipated Repayment Date) of the related Mortgage Loan.
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Mortgaged Property Name
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Percent of the
Initial Pool Balance by
Allocated Loan Amount
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Lease
Expiration
Date
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Maturity Date
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635 Elliott
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2.0%
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8/31/2019
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May 2024
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Joppa Perring
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0.3%
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3/31/2023
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June 2024
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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 (excluding Mortgaged Properties leased to a single tenant) expire in a single calendar year that is prior to or the same year as the maturity date (or in the case of an ARD Loan, the Anticipated Repayment Date) 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.
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Mortgaged Property Name
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Percent of the
Initial Pool Balance by
Allocated Loan Amount
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Percentage
of Leases
Expiring(1)
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Calendar Year
of Expiration
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Maturity Date
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28-40 West 23rd Street
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11.4%
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59.1%
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2024
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July 2024
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NorthCross Shopping Center
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3.2%
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57.7%
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2017
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July 2024
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Westgate Commons
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0.9%
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51.8%
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2024
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July 2024
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Newbridge Shopping Center
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0.5%
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50.2%
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2017
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July 2019
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30500 Bruce Industrial Parkway
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0.4%
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54.5%
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2018
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July 2024
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Sugarloaf Walk Shopping Center
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0.2%
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59.6%
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2017
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July 2024
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Office Max
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0.2%
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82.5%
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2016
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July 2021
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(1)
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Calculated based on a percentage of net rentable square footage of the related Mortgaged Property. |
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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.
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With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Selig Portfolio, representing approximately 7.9% of the Initial Pool Balance, among the five largest tenants at each of the Mortgaged Properties, eight tenants, collectively representing approximately 9.3% of the aggregate net rentable square footage of the Selig Portfolio Mortgaged Properties, have the option to terminate their respective leases upon providing notice of such termination within a specified period prior to the termination date.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 8816 Six Forks Road, representing approximately 0.4% of the Initial Pool Balance, the second largest tenant, Capitol Financial Solutions, representing approximately 37.7% of the net rentable square footage at the related Mortgaged Property, may terminate its lease on or after July 1, 2015 with 9 months prior written notice and the payment of a termination fee.
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In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 30500 Bruce Industrial Parkway, representing approximately 0.4% of the Initial Pool Balance, The Imperial Electric Company, the largest tenant, representing approximately 54.5% of the gross leasable area at the related Mortgaged Property, has a one-time option to terminate its lease effective November 30, 2015 with 12 months prior written notice.
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With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as Waterlick Plaza, which secures approximately 0.4% of the Initial Pool Balance, the largest tenant StarTek, representing approximately 41.7% of the net rentable square footage at the related Mortgaged Property,
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has the option to terminate its lease (i) upon 120 days prior written notice, subject to payment to the borrower of the unamortized allowances and commissions specified in the lease and (ii) in the event the borrower violates an exclusivity provision in the lease that prohibits the borrower from leasing space in the shopping center to any other business that intends to use the space as a customer service or call center.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as NorthCross Shopping Center, representing approximately 3.2% of the Initial Pool Balance, the third largest tenant, Harris Teeter, subleases an aggregate of 9.8% of its space to multiple tenants.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Promenade Shopping Center, representing approximately 1.1% of the Initial Pool Balance, the fourth largest tenant, Skechers U.S.A., which represents approximately 6.3% of the net rentable area at the related Mortgaged Property, has the one-time option to terminate its lease if gross sales do not exceed $1,500,000 during lease months 25 (September 2013) through 36 (August 2014) upon written notice within sixty days after the end of the 36th month.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Chula Vista Center, representing approximately 5.7% of the Initial Pool Balance, the third largest tenant, AMC, representing approximately 7.0% of the net rentable square footage at the related Mortgaged Property, may either pay reduced rent or terminate its respective lease, or both, if a specified number of co-tenants at the Mortgaged Property go dark.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Promenade Shopping Center, representing approximately 1.1% of the Initial Pool Balance, the five largest tenants, Sports Authority, Ross Dress for Less, Barnes & Noble, Skechers U.S.A. and Hallmark Showcase, collectively representing approximately 84.4% of the net rentable square footage at the related Mortgaged Property, may either pay reduced rent or terminate its respective lease, or both, if a specified number of co-tenants at the Mortgaged Property go dark.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as River Marketplace, representing approximately 2.0% of the Initial Pool Balance, (i) the largest tenant, Ross Dress for Less, representing approximately 17.8% of the net rentable square footage at the related Mortgaged Property, may pay reduced rent or terminate its lease, or both, if (a) the Target store located at the property adjacent to the Mortgaged Property ceases its customary retail operations in its space for a period of 180 consecutive days (other than for certain exceptions set forth in the Ross Dress for Less lease and if 3 or fewer tenants meeting certain qualifications set forth in
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the Ross Dress for Less lease are open and operating in at least 65% of Target’s space), (b) the shopping center comprising (in part) the Mortgaged Property does not have an anchor tenant (as set forth in the Ross Dress for Less lease) open and operating a certain amount of square feet of space (as set forth in the Ross Dress for Less lease) or (c) less than 65% of the leasable floor area of the shopping center (excluding the Ross Dress for Less space) is occupied by operating retailers, (ii) the third largest tenant, Cost Plus, representing approximately 10.9% of the net rentable square footage at the related Mortgaged Property, may either pay reduced rent or terminate its respective lease, or both, if the anchor tenant, Target, at the property adjacent to the Mortgaged Property goes dark (and replacement tenants occupying not less than 80% of Target’s space do not open and operate for business within 12 months of Target going dark), and (iii) the fourth largest tenant, Books-A-Million, representing approximately 10.7% of the net rentable square footage at the related Mortgaged Property, may either pay reduced rent or terminate its lease, or both, if Target or any two anchor tenants (as set forth in the Books-A-Million lease) go dark for a period of time set forth in the Books-A-Million lease.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Chula Vista Center, representing approximately 5.7% of the Initial Pool Balance, the largest tenant, Burlington Coat Factory, representing approximately 17.1% of the net rentable square footage at the Mortgaged Property, may go dark at any time.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as River Marketplace, representing approximately 2.0% of the Initial Pool Balance, Ross Dress for Less, Stage and Books-A-Million, the first, second and fourth largest tenants, respectively, each may go dark at any time, provided that in such event the related borrower maintains a right to recapture.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Joppa Perring, representing approximately 0.3% of the Initial Pool Balance by allocated loan amount, the single tenant, Savers, may go dark at any time.
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With respect to the Mortgage Loan secured in part by the Mortgaged Property identified on Annex A to this prospectus supplement as North Tower - 100 West Harrison, representing approximately 0.4% of the Initial Pool Balance, the second largest tenant, National CASA Association, occupies approximately 11.6% of the net rentable area of the individual Mortgaged Property and is a tax exempt 501(c)(3) nonprofit organization. We cannot assure you that such tax exemption status will be maintained during the loan term.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Concorde Club Apartments, representing approximately 0.3% of the Initial Pool Balance, nineteen units (11.9% of the total units) are leased to True Transitions, which is a non-profit organization that provides transitional housing to residents who are designated as disabled and receive Medicaid benefits or young adults without parents living on their own for the first time. All units are rented to True Transitions, who is financially responsible for the lease. The resident is also listed on the lease, as he or she is responsible for complying with the rules and regulations at the property.
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Mortgaged Property Name
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% of Initial
Pool
Balance
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Tenant
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% of Net
Rentable
Area
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% of
Base
Rent
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Fifth & Jackson(1)
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0.9%
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Sound Transit
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41.6%
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38.5%
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Oak Lawn Promenade
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0.5%
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U.S. Government(5)
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12.9%
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17.8%
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South Tower - 100 West Harrison(2)
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0.3%
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Department of Social and Health Services
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21.9%
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34.8%
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Oak Business Park(3)
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0.3%
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U.S. Government(6)
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25.3%
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29.7%
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North Port Commons(4)
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0.3%
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Florida Dept of Children’s Services
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11.5%
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13.5%
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(1)
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The tenant has termination options in both of its two leases. For the 5,277 SF expiring in November 2014, Sound Transit has the option to terminate its lease at any time by giving the landlord at least 120 days’ prior notice and paying a termination fee. For the remaining space, Sound Transit has the option to terminate its lease any time after March 1, 2017 by giving the landlord at least nine months’ prior notice and paying a termination fee.
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(2)
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The tenant may terminate its lease on or after June 30, 2014 with 90 days’ prior notice.
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(3)
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The tenant may terminate its lease on or after the 96th full calendar month of the lease term with 60 days’ prior notice.
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(4)
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The lease with the largest tenant, the Florida Dept of Children’s Services, provides that the tenant’s payment obligations under the lease are contingent upon annual appropriations from the state. In addition, the tenant has an option to terminate the lease with six months’ notice if a state-owned building becomes available for occupancy.
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(5)
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The Department of the Army is the applicable branch of the U.S. Government related to this lease.
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(6)
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The Department of Veterans Affairs is the applicable branch of the U.S. Government related to this lease.
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In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 30500 Bruce Industrial Parkway, representing approximately 0.4% of the Initial Pool Balance, a Mutual Driveway Easement and Parking Easement Agreement was made by and between the borrower and Bruce Industrial Associates, LLC, the owner of adjacent land, as of the date of closing, to allow for (i) a mutual access easement across a concrete driveway that is shared across the two parcels and (ii) an easement over the parcel of land owned by Bruce Industrial Associates, LLC to construct and operate a paved parking lot. The easement for the paved parking lot has been put in place in the event that parking spaces need to be added if a significant tenant claims a default under its respective lease due to a deficiency in the number of parking spaces at the Mortgaged Property. As of the date hereof, the Mortgaged Property has 365 parking spaces whereas the significant tenants have been promised 400 parking spaces in total under the terms of their leases. The current amount of parking spaces is in compliance with the applicable zoning regulations. Any loss incurred due to the lack of parking spaces is recourse to the borrower and the guarantor.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Chula Vista Center, representing approximately 5.7% of the Initial Pool Balance, the third largest tenant, AMC, representing approximately 7.0% of the net rentable square footage of the Mortgaged Property, has executed a lease and is expected to take occupancy in August 2014 and commence paying rent in September 2014.
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With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as 635 Elliott, securing in part a Mortgage Loan that represents approximately 7.9% of the Initial Pool Balance, the single tenant, Amazon, has executed a lease on its space but has not yet taken occupancy or begun paying rent. Amazon is expected to take occupancy in September 2014. Rental payments will commence upon the earlier of (a) Amazon taking occupancy and (b) November 21, 2014.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Lake Shore Plaza, representing approximately 1.1% of the Initial Pool Balance, the second largest tenant, Goodwill, representing approximately 17.7% of the net rentable square footage at the Mortgaged Property, has executed a lease and is expected to take occupancy by the end of 2014. Lake Shore Plaza’s third largest tenant, AutoZone, representing approximately 16.0% of the net rentable square footage at the Mortgaged Property, has recently expanded and is in the process of completing the build out. The tenant is expected to take occupancy of the expanded premises by the end of 2014.
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With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 8816 Six Forks Road, representing approximately 0.4% of the Initial Pool Balance, the largest tenant, Rivercrest Realty Associates, LLC, representing approximately 37.7% of the net rentable square footage of the Mortgaged Property, is currently only in occupancy and paying rent for 30.2% of the net rentable square footage of the Mortgaged Property. The tenant has executed a lease for the remaining space and is expected to take occupancy of such space in December 2014 and commence paying full rent in August 2015.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Brawley Shopping Center, representing approximately 0.2% of the Initial Pool Balance, the fourth largest tenant, Togo, representing approximately 13.6% of the net rentable square footage at the Mortgaged Property, has an executed lease on its space and taken occupancy but has not yet commenced paying rent. Togo is expected to commence paying rent the earlier of the date that (i) is 75 days after Togo obtains all permits required to perform work and to open for business and (ii) Togo opens for business.
|
|
●
|
In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Golden Eagle Village, representing approximately 0.6% of the Initial Pool Balance, Trio Martial Arts Academy, representing approximately 2.2% of the net rentable square footage
|
|
at the related Mortgaged Property, has taken occupancy and is expected to commence paying rent in August 2014.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Oak Lawn Promenade, representing approximately 0.5% of the Initial Pool Balance, the second largest tenant, Sleepy’s, representing 14.8% of the net rentable square footage at the related Mortgaged Property, is in a free rent period. The related Mortgage Loan documents provide for a rent abatement reserve that expires simultaneously with the rent abatement period.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Sugarloaf Walk Shopping Center, representing approximately 0.2% of the Initial Pool Balance by allocated loan amount, the third largest tenant, Jet’s Pizza, representing 9.3% of the net rentable square footage at the related Mortgaged Property, is in a reduced rent period until January 2015. An escrow was funded at closing to cover the rental abatement.
|
|
●
|
In the case of the Mortgaged Property identified on Annex A to this prospectus supplement as Chula Vista Center, representing approximately 5.7% of the Initial Pool Balance, J.C. Penney is the second largest tenant at the Mortgaged Property. On November 20, 2013, J.C. Penney reported a net loss of $401 million for the third fiscal quarter of 2013. Certain of the tenant leases at the related Mortgaged Property may permit tenants to terminate their leases and/or abate or reduce rent if J.C. Penney terminates its lease or goes dark. In addition, Sears is a shadow anchor for the related Mortgaged Property. On May 22, 2014, Sears Holdings announced a net loss of $402 million and its intentions to close approximately 80 stores in 2014 and may close additional stores during the remainder of the year. In addition, J.C. Penney or Sears may be a shadow anchor for, or a tenant at, Mortgaged Properties securing other Mortgage Loans in the Mortgage Pool. We cannot assure you that J.C. Penney or Sears will not continue to report earnings losses or otherwise exhibit signs of financial distress or that its stores will remain open for business. We further cannot assure you that the closing of any other J.C. Penney or Sears store will not impact other Mortgaged Properties securing Mortgage Loans in the Mortgage Pool.
|
|
●
|
In addition, in the case of the Mortgaged Property identified on Annex A to this prospectus supplement as Woodyard Crossing, representing approximately 5.1% of the Initial Pool Balance, Staples is the fourth largest tenant at the Mortgaged Property. On March 6, 2014, Staples announced its plan to close 225 of its U.S. stores by 2015 and cut $500 million in costs. We cannot assure you that the Staples store at the Mortgaged Property will remain open for business or that Staples will not report earnings losses or otherwise exhibit signs of financial distress or that its stores will remain open for business in the future.
|
|
●
|
In addition, in the case of the Mortgaged Property identified on Annex A to this prospectus supplement as Office Max, representing approximately 0.2% of the Initial Pool Balance, Office Max is the largest tenant at the Mortgaged Property. On May 6, 2014, Office Depot (subsequent to the completion of its merger with Office Max) announced its plan to close 400 of its U.S. stores by 2016. We cannot assure you that the Office Max store at the Mortgaged Property will remain open for business or that Office Depot will not report earnings losses or otherwise exhibit signs of financial distress or that its stores will remain open for business in the future.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Oak Business Park, representing approximately 0.3% of the Initial Pool Balance, a borrower related entity leases two spaces at the Mortgaged Property for an event company, Another Party Place, which represents 8.5% of the gross income at the Mortgaged Property. The Mortgage Loan sponsor guaranties the lease.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Maple Grove Shopping Center, representing approximately 0.3% of the Initial Pool Balance, a borrower related entity leases space for Premier Studio 67 Hair Salon at the Mortgaged Property, which represents 3.9% of the gross income at the Mortgaged Property. The Mortgage Loan sponsor guaranties the lease.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Drayton Tower Apartments, representing approximately 1.5% of the Initial Pool Balance, the Mortgaged Property was previously rehabilitated in a manner that qualified for federal historic tax credits. Pursuant to the operating agreement of the developer, such historic tax credits were allocated to a third party investor in exchange for an equity contribution used by the developer in connection with the rehabilitation of the Mortgaged Property. In connection with the historic tax credits and the related equity contribution, the Mortgaged Property was master leased pursuant to a master lease to an affiliated entity, Drayton Tower MT LLC, (“Drayton Tenant“), controlled by an affiliate of the borrower but primarily owned by the historic credit investor. Drayton Tenant, in turn, subleases the Mortgaged Property to third party tenants. The Master Lease is subordinated to the Mortgage Loan but cannot be terminated prior to the expiration of the period for recapture of the historic tax credits, which period is scheduled to expire June 1, 2018. Following such expiration, it is expected, but not required, that the borrower will cause the interests of the historic tax credit investor in the Mortgaged Property to be purchased by the borrower, following which event, the Master Lease will be terminated.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 317 Glenmore Avenue, representing approximately 0.9% of the Initial Pool Balance, the sole tenant at the Mortgaged Property, is an affiliate of the related non-recourse carveout guarantor.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as 8816 Six Forks Road, representing approximately 0.4% of the Initial Pool Balance, the largest tenant, Rivercrest Realty Associates, LLC, representing approximately 37.7% of the net rentable square feet and approximately 40.4% of the total rent at the Mortgaged Property, is the property manager and an affiliate of the related borrower.
|
|
●
|
With respect to the Mortgage Loan secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Joppa-Perring Retail Center, representing approximately 0.7% of the Initial Pool Balance, the related borrower is not required to obtain property insurance coverage with respect to the Mortgaged Property identified on Annex A to this prospectus supplement as Silver Diner for so long as, among other conditions, the insurance required under the loan documents is maintained by the single tenant at the Mortgaged Property.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Long Meadow Shopping Center, representing approximately 0.6% of the Initial Pool Balance, the related borrower is entitled to rely on the insurance coverage maintained by three tenants at the Mortgaged Property in order to satisfy the obligations contained in the Mortgage Loan documents with respect to such space so long as the policies and coverage maintained satisfy the requirements of the Mortgage Loan documents.
|
|
●
|
With respect to the loan-to-value ratios at maturity of 19 Mortgage Loans secured by the Mortgaged Properties or portfolios of Mortgaged Properties identified in the definitions of “LTV Ratio at Maturity” under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement, the related LTV Ratio at Maturity reflected in this prospectus supplement is calculated using an “as stabilized” or “as renovated” appraised value.
|
|
●
|
With respect to the Mortgaged Property identified on Annex A to this prospectus supplement as Joppa Perring, which secures a portion of the Mortgage Loan representing approximately 0.7% of the Initial Pool Balance, the Appraised Value represents the “hypothetical market value” appraised value of $5,800,000. The “as-is” value in the appraisal of $6,900,000 represents the value of the collateral plus an outparcel that is not part of the collateral, but was included because the lot lines for the subject collateral had not been redrawn at the time of the appraisal and have since been redrawn to only include the subject property.
|
|
●
|
With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A to this prospectus supplement as Capewood Apartments, representing approximately 0.4% of the Initial Pool Balance, the Appraised Value represents an “as repaired” value from the appraisal that assumes roof renovations are complete.
|
|
●
|
Appraised Values are further calculated based on certain other assumptions and considerations set forth in the definition of “Appraised Value“ under “Description of the Mortgage Pool—Certain Calculations and Definitions” in this prospectus supplement.
|
Due Date
|
Default Grace
Period Days
|
Number of Mortgage Loans
|
% of Initial
Pool Balance
|
|||||
6
|
0
|
(1) |
74
|
90.5
|
% | |||
1
|
5
|
2
|
5.5
|
|||||
5
|
0
|
7
|
4.0
|
|||||
Total
|
83
|
100.0
|
% |
(1)
|
One (1) Mortgage Loan permits, up to three (3) times during the term of the Mortgage Loan, but not more than once in any twelve (12) month period, a five (5) day grace period that commences with notice. This grace period does not apply to 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
|
11 | 18.7 | % | |||||
4
|
66 | 73.5 | ||||||
5
|
3 | 5.9 | ||||||
7
|
3 | 1.9 | ||||||
Total
|
83 | 100.0 | % |
|
●
|
the Selig Portfolio Mortgage Loan, which has an outstanding principal balance as of the Cut-off Date of $97,000,000, is secured by the portfolio of Mortgaged Properties identified on Annex A to this prospectus supplement as Selig Portfolio (the “Selig Portfolio Mortgaged Properties”), and represents approximately 7.9% of the Initial Pool Balance; and the Selig Portfolio Companion Loan (comprised of one Companion Loan) which has an aggregate outstanding principal balance as of the Cut-off Date of $100,000,000 and was previously included in the GSMS 2014-GC22 Securitization.
|
Loan Combination Summary
|
|||||||||||||||
Mortgaged Property Name
|
Mortgage
Loan Cut-off Date Balance |
% of
Initial Pool Balance |
Companion
Loan Cut-off Date Balance |
Loan
Combination Cut-off Date Balance |
Controlling Pooling
& Servicing
Agreement(1) |
Master Servicer
|
Special Servicer
|
||||||||
Selig Portfolio
|
$97,000,000
|
7.9%
|
$100,000,000
|
$197,000,000
|
GSMS 2014-GC22
|
Wells Fargo
|
CWCapital
|
|
(1)
|
The Selig Portfolio Mortgage Loan will be serviced under the GSMS 2014-GC22 Pooling and Servicing Agreement, pursuant to which Wells Fargo Bank, National Association is the master servicer and CWCapital Asset Management LLC is the initial special servicer.
|
|
●
|
the Selig Portfolio Mortgage Loan and the Selig Portfolio Companion Loan are of equal priority with each other and no portion of either 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 Selig Portfolio Loan Combination or the related Mortgaged Properties will be applied to the Selig Portfolio Mortgage Loan and the Selig Portfolio Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the GSMS 2014-GC22 Master Servicer, the GSMS 2014-GC22 Special Servicer, the GSMS 2014-GC22 Operating Advisor, the GSMS 2014-GC22 Certificate Administrator and the GSMS 2014-GC22 Trustee) in accordance with the terms of such Co-Lender Agreement and the GSMS 2014-GC22 Pooling and Servicing Agreement; and
|
|
●
|
expenses, losses and shortfalls relating to the Selig Portfolio Loan Combination will be allocated, on a pro rata and pari passu basis, to the Selig Portfolio Mortgage Loan and the Selig Portfolio Companion Loan.
|
|
●
|
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 Mortgage 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.
|
|
●
|
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 or 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.
|
|
●
|
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.
|
|
●
|
comparing the information in the Rialto Data Tape against various source documents provided by Rialto;
|
|
●
|
comparing numerical information regarding the Rialto Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the information contained in the Rialto Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the Rialto Mortgage Loans disclosed in this prospectus supplement.
|
|
●
|
comparing certain information in the MC-Five Mile Data Tape against various source documents provided by MC-Five Mile that are described above under “—Database”;
|
|
●
|
comparing numerical information regarding the MC-Five Mile Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the MC-Five Mile Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the MC-Five Mile Mortgage Loans disclosed in this prospectus supplement.
|
|
●
|
comparing the information in the RCMC Data Tape against various source documents provided by RCMC that are described above under “—Database”;
|
|
●
|
comparing numerical information regarding the RCMC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the RCMC Data Tape; and
|
|
●
|
recalculating certain percentages, ratios and other formulae relating to the RCMC Mortgage Loans disclosed in this prospectus supplement.
|
|
(a)
|
the sum of any proceeds received from the sale of the Certificates to investors and the sale of servicing rights to Midland Loan Services, a Division of PNC 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) if 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) if 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) if 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) if 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, CGMRC generally requires 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.
|
|
●
|
Property 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.
|
Year
|
Total Goldman Originator
Fixed Rate Loans Originated
(approximate)
|
Total Goldman Originator
Fixed Rate Loans Securitized
(approximate)
|
||
2013
|
$5.0 billion
|
$5.3 billion
|
||
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)
|
||
2013
|
$777 million
|
$1.3 billion
|
||
2012
|
$1.9 billion
|
$0
|
||
2011
|
$140 million
|
$0
|
||
2010
|
$0
|
$0
|
||
2009
|
$40 million
|
$0
|
(1)
|
Represents origination for all Goldman Originators and affiliates of Goldman Originators 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—Each 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. Each 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—Each 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. Each 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—Each 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. Each 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—Each 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.
|
|
●
|
the amount of income, net of expenses and required reserves, derived or expected to be derived from the related real property for a given period, to
|
|
●
|
the scheduled payments of principal and interest during that given period on the subject asset and any other loans that are secured by liens of senior or equal priority on, or otherwise have a senior or equal entitlement to be repaid from the income generated by, the related real property.
|
|
●
|
the then outstanding principal balance of the asset and any other loans that are secured (directly or indirectly) by liens of senior or equal priority on the related real property, 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.
|
|
●
|
Appraisals. Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan. Each appraisal must meet 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. The appraisal is based on the current use of the Mortgaged Property and must include an estimate of the then-current market value of the property “as-is” in its then-current condition although in certain cases, MC-Five Mile may also obtain a value on an “as stabilized” basis reflecting leases that have been executed but tenants have not commenced paying rent or on an “as-completed” basis reflecting completion of capital improvements that are being undertaken at the Mortgaged Property. 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. MC-Five Mile then determines the loan-to-value ratio of the mortgage loan in each case based on the value set forth in the appraisal.
|
|
●
|
Environmental Assessment. Phase I ESA that confirm with American Society for Testing and Materials (ASTM) Standard E 1527 05 entitled, “Standard Practices for Environmental Site Assessment: Phase I Environmental Site Assessment Process”, are required with respect to the real property collateral for each mortgage loan 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. Furthermore, an ESA conducted at any particular real property collateral will not necessarily cover all potential environmental issues.
|
|
●
|
Engineering Assessment. Inspections are conducted by independent licensed engineers or architects or both for all properties in connection with the origination process. The inspections are conducted to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems and general condition of the site, buildings and other improvements located at a property. The resulting report may identify deferred maintenance and/or recommended capital expenditures, corrections or replacements. In cases in which the engineering assessment identifies material repairs or replacements needed immediately, MC-Five Mile generally requires the borrower to carry out such repairs or replacements prior to the origination of the mortgage loan, or, in many cases, requires the borrower to place sufficient funds in escrow at the time of origination of the mortgage loan to complete such repairs or replacements within not more than twelve months. In certain instances, MC-Five Mile may waive such escrows but require the related borrower to complete such repairs within a stated period of time in the related Mortgage Loan documents.
|
|
●
|
Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4.
|
|
●
|
Escrow Requirements. MC-Five Mile generally requires borrowers to fund various escrows for taxes, insurance, capital expenses and replacement reserves, which reserves may be limited to certain capped amounts. In addition, MC-Five Mile may identify certain risks that warrant additional escrows or holdbacks for items such as leasing-related matters, deferred maintenance, environmental remediation or unfunded obligations, which escrows or holdbacks would be released upon satisfaction of the applicable conditions. Springing escrows may also be structured for identified risks such as specific rollover exposure, to be triggered upon the non-renewal of one or more key tenants. Escrows are evaluated on a case-by-case basis and are not required for all commercial mortgage loans originated by MC-Five Mile. Generally, the required escrows for mortgage loans originated by MC-Five Mile are as follows:
|
|
●
|
Taxes—An initial deposit and monthly escrow deposits equal to approximately 1/12th of the estimated annual property taxes (based on the most recent property assessment and the current mileage rate) are required to provide MC-Five Mile with sufficient funds to satisfy all taxes and assessments. This escrow requirement may be waived by MC-Five Mile in certain circumstances, including, but not limited to: (i) the Mortgaged Property is an institutional sponsor or high net worth individual sponsor or (ii) if the related mortgaged property is a single tenant property (or substantially leased to a single tenant) and the tenant pays taxes directly (or MC-Five Mile may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that pays taxes for its portion of the Mortgaged Property directly); or (iii) any Escrow/Reserve Mitigating Circumstances (defined below).
|
|
●
|
Insurance—Typically an initial deposit and monthly escrow deposits equal to approximately 1/12th of the estimated annual property insurance premium are required to provide MC-Five Mile with sufficient funds to pay all insurance premiums. MC-Five Mile may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the borrower or its affiliates maintains a blanket insurance
|
|
|
policy; (ii) the Mortgaged Property is a single tenant property (or substantially leased to single tenant) and the tenant maintains the property insurance or self-insures (or may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that maintains property insurance for its portion of the Mortgaged Property or self-insures); or (iii) any Escrow/Reserve Mitigating Circumstances.
|
|
●
|
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. MC-Five Mile may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant) and the tenant or another third party is responsible for the repairs and maintenance of the Mortgaged Property (or may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that repairs and maintains its portion of the Mortgaged Property); or (ii) any Escrow/Reserve Mitigating Circumstances.
|
|
●
|
Tenant Improvement/Lease Commissions—A tenant improvement/leasing commission reserve may be required to be funded either at loan origination and/or during the related mortgage loan term and/or springing upon certain tenant events to cover certain anticipated leasing commissions, free rent periods or tenant improvement costs which might be associated with re-leasing the space at the mortgaged property. MC-Five Mile may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant), with a lease that extends beyond the loan term; (ii) the rent for the space in question is considered below market; or (iii) any Escrow/Reserve Mitigating Circumstances.
|
|
●
|
Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report. MC-Five Mile may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the deferred maintenance items do not materially impact the function, performance or value of the property; (ii) the deferred maintenance cost does not exceed $50,000; (iii) a tenant (which may include a ground lease tenant) at the related Mortgaged Property or other third party is responsible for the repairs; or (iv) any Escrow/Reserve Mitigating Circumstances.
|
|
●
|
Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 150% of the estimated remediation cost identified in the environmental report. MC-Five Mile may waive this escrow requirement in certain circumstances, including, but not limited to: (i) environmental insurance is in place or obtained; (ii) a third party unrelated to the borrower is identified as the responsible party; or (iii) any Escrow/Reserve Mitigating Circumstances.
|
|
●
|
the amount of income, net of expenses, derived or expected to be derived from the related real property for a given period, to
|
|
●
|
the scheduled payments of principal, interest and required reserves during that given period on the subject asset and any other loans that are secured by liens of senior or equal priority on, or otherwise have a senior or equal entitlement to be repaid from the income generated by, the related real property.
|
|
●
|
the assumption that a particular tenant at the related real property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy and commence paying rent on a future date;
|
|
●
|
the assumption that an unexecuted lease that is currently being negotiated or is out for signature with respect to a particular tenant at the related real property will be executed and in place on a future date;
|
|
●
|
the assumption that a portion of currently vacant and unleased space at the related real property will be leased at current market rates and consistent with occupancy rates of comparable properties in the subject market;
|
|
●
|
the assumption that certain rental income that is to be payable commencing on a future date under a signed lease, but where the subject tenant is in an initial rent abatement or free rent period or has not yet taken occupancy, will be paid commencing on such future date;
|
|
●
|
assumptions regarding the probability of renewal or extension of particular leases and/or the re-leasing of certain space at the related real property and the anticipated effect on capital and re-leasing expenditures;
|
|
●
|
assumptions regarding the costs and expenses, including leasing commissions and tenant improvements, associated with leasing vacant space or releasing occupied space at a future date;
|
|
●
|
assumptions regarding the disruptions to revenue associated with leasing vacant space or releasing occupied space at a future date;
|
|
●
|
assumptions regarding the costs of future capital expenses, which may or may not be consistent with historical capital expenses at the related real property;
|
|
●
|
assumptions regarding future increases or decreases in expenses, or whether certain expenses are capital expenses or should be treated as expenses which are not recurring; and
|
|
●
|
various additional lease-up assumptions and other assumptions regarding the payment of rent not currently being paid.
|
|
●
|
the then outstanding principal balance of the asset and any other loans that are secured (directly or indirectly) by liens of senior or equal priority on the related real property, 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.
|
|
General
|
|
The Master Servicer
|
Calendar Year-End
(Approximate amounts in billions)
|
||||||
Portfolio Size – Master/Primary
|
2011
|
2012
|
2013
|
|||
CMBS
|
$130
|
$115
|
$141
|
|||
Other
|
$137
|
$167
|
$167
|
|||
Total
|
$267
|
$282
|
$308
|
Calendar Year-End
(Approximate amounts in billions)
|
||||||
Portfolio Size – CMBS Special Servicing
|
2011
|
2012
|
2013
|
|||
Total
|
$75
|
$82
|
$70
|
|
The Special Servicer
|
CMBS Pools
|
As of December 31,
2012
|
As of December 31,
2013
|
As of March 31, 2014
|
|||
Number of CMBS Pools Named Special Servicer
|
16
|
27
|
31
|
|||
Approximate Aggregate Unpaid Principal Balance(1)
|
$18.9 billion
|
$32.4 billion
|
$37.2 billion
|
|||
Approximate Number of Specially Serviced Loans or REO Properties(2)
|
19
|
27
|
28
|
|||
Approximate Aggregate Unpaid Principal Balance of Specially Serviced Loans or REO Properties(2)
|
$21 million
|
$101 million
|
$83 million
|
(1)
|
Includes all commercial and multifamily mortgage loans and related REO properties in RCA’s portfolio for which RCA is the named special servicer, regardless of whether such mortgage loans and related REO properties are, as of the specified date, specially serviced by RCA.
|
(2)
|
Includes only those commercial and multifamily mortgage loans and related REO properties in RCA’s portfolio for which RCA is the named special servicer that are, as of the specified date, specially serviced by RCA. Does not include any resolutions during the specified year.
|
|
The Outside Servicer and the Outside Special Servicer
|
Type/Recipient
|
Amount(1)
|
Frequency
|
Source of Funds
|
|||
Servicing Fee and Sub-Servicing Fee / Master Servicer / Outside Servicer
|
with respect to each Mortgage Loan (including an REO Mortgage Loan and including an Outside Serviced Mortgage Loan), will accrue on the related Stated Principal Balance at a rate (which rate includes any sub-servicing fee rate and the primary servicing fee rate payable to the Outside Servicer with respect to an Outside Serviced Mortgage Loan), 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 either 50% or 100% for performing Serviced Loans, and 0% for Specially Serviced Loans) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees, extension fees and Assumption Fees with respect to the Serviced Mortgage Loans
|
from time to time
|
the related fee/ investment income
|
|||
– 100% of assumption application fees on the Serviced Mortgage Loans that are not Specially Serviced Loans and any fee actually paid by a borrower in connection with the defeasance of a Serviced Mortgage Loan (provided, however, that 50% of the portion of any fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent of the Special Servicer is required, must be paid by the Master Servicer to the Special Servicer)
|
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 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 Specially Serviced Mortgage Loan that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced 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 related 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 Workout Fee Rate applied to each payment or other collection of principal and interest (excluding default interest and Excess Interest) on any Serviced 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 Serviced 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 Serviced 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
|
monthly
|
the related collections of principal and interest
|
Type/Recipient
|
Amount(1)
|
Frequency
|
Source of Funds
|
|||
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 Loans.
|
||||||
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 Serviced 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 Loans.
|
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 either 0% or 50% for performing Serviced Loans, and 100% for Specially Serviced Loans) of Excess Modification Fees, Excess Penalty Charges, Consent Fees, Ancillary Fees, extension fees and Assumption Fees with respect to the Serviced Mortgage Loans
|
from time to time
|
the related fee/ investment income
|
|||
– 100% of assumption application fees on Specially Serviced Loans (other than the Outside Serviced Mortgage Loans)
– 50% of the portion of any fees payable solely in connection with any modification, waiver, amendment or consent executed in connection with a defeasance transaction for which the consent of the Special Servicer is required
|
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 0.0022% 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 0.0011% 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 Serviced 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
|
Type/Recipient
|
Amount(1)
|
Frequency
|
Source of Funds
|
|||
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
|
|||
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 Servicing Compensation / Outside Servicer
|
prepayment interest excess on each Outside Serviced Mortgage Loan, to the extent that any such excess is not otherwise applied to cover prepayment interest shortfalls on other mortgage loans
|
from time to time
|
any actual prepayment interest excess received on an Outside Serviced Mortgage Loan
|
|||
Additional Servicing Compensation / Outside Servicer
|
with respect to each 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 Servicing Compensation/ Outside Servicer and Outside Special Servicer
|
all investment income earned on amounts on deposit in the loan combination collection account established under the Outside Servicing Agreement and certain custodial and reserve accounts
|
monthly
|
the investment income
|
|||
Special Servicing Fee/Outside Special Servicer
|
with respect to the Outside Serviced Mortgage Loan if it is a specially serviced loan under the GSMS 2014-GC22 PSA or an REO property, 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 a specially serviced loan or REO property that would be less than $3,500 in any given month, then the special servicing fee rate for such month for such specially serviced loan or REO property will be the higher per annum rate as would result in a special servicing fee equal to $3,500 for such month with respect to such specially serviced loan or REO property (in each case, calculated on the stated principal balance and same basis as interest is calculated on the related specially serviced loan or REO property and prorated for partial periods)
|
monthly
|
first out of collections on such 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 Outside Servicing Agreement; provided, however, that in such instance, the Outside Servicer is expected to seek reimbursement from the Issuing Entity, which reimbursement would come from general collections in the Collection Account established under the Pooling and Servicing Agreement
|
Type/Recipient
|
Amount(1)
|
Frequency
|
Source of Funds
|
|||
Workout Fee/Outside Special Servicer
|
with some limited exceptions, calculated at the lesser of (a) 1.0% with respect to any corrected loan and (b) such 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 Outside Serviced Loan Combination from the date it becomes a corrected loan, through and including the related maturity date; provided, however, 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 the Outside Serviced Loan Combination from the date it 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 the Outside Serviced Loan Combination from the date it becomes a corrected loan through and including the then related maturity date
|
monthly
|
the related collections of principal and interest
|
|||
Liquidation Fee/Outside Special Servicer
|
an amount calculated at the lesser of (a) 1.0% and (b) such rate as would result in a liquidation fee of $1,000,000, when applied to each recovery by an Outside Special Servicer of liquidation proceeds, insurance proceeds, condemnation proceeds and/or other payments, with respect to each Outside Serviced Mortgage Loan repurchased or substituted, or each Outside Serviced Mortgage Loan if it is a specially serviced loan and each REO property; provided, however, that, in general, no Liquidation Fee will be less than $25,000
|
monthly
|
the related liquidation proceeds, insurance proceeds, condemnation proceeds and borrower payments
|
|||
Additional Servicing and Special Servicing Compensation/ Outside Servicer and Outside 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 Loans(2)
|
from time to time
|
the related fees
|
|||
Servicing Advances / Outside Servicer and Outside Trustee
|
with respect to servicing advances on an Outside Serviced Loan Combination, the applicable 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 REO Property acquired with respect to the Outside Serviced Loan Combinations, 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 / Outside Servicer and Outside Trustee
|
at Prime Rate
|
when the advance is reimbursed.
|
first from late payment charges and default interest on the Outside Serviced Loan Combination 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).
|
Type/Recipient
|
Amount(1)
|
Frequency
|
Source of Funds
|
|||
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
|
|||
Indemnification Expenses / Outside Trustee, Outside Certificate Administrator, Outside Servicer and Outside Special Servicer
|
with respect to amounts and expenses for which the Outside Trustee, the certificate administrator under the Outside Servicing Agreement, the Outside Servicer and the Outside Special Servicer are entitled to indemnification with respect to an Outside Serviced Loan Combination, the applicable Outside Serviced Mortgage Loan’s pro rata share of such amount or expense.
|
from time to time.
|
collections on the Outside Serviced Loan Combinations and then from general collections in the Collection Account
|
(1)
|
The above chart generally does not include amounts payable to the Master Servicer, the Special Servicer, any Outside Servicer, or any Outside Special Servicer with respect to the Companion Loans.
|
(2)
|
Allocable between the Outside Servicer and the Outside Special Servicer as provided in the Outside Servicing Agreement.
|
|
Transaction Party and Related Party Affiliations:
|
|
Warehouse Financing Arrangements:
|
Class
|
Initial Certificate Principal
Amount or Notional Amount |
||
Class A-1
|
$49,642,000
|
||
Class A-2
|
$85,798,000
|
||
Class A-3
|
$300,000,000
|
||
Class A-4
|
$345,240,000
|
||
Class A-AB
|
$81,766,000
|
||
Class X-A
|
$957,932,000
|
||
Class X-B
|
$129,367,000
|
||
Class X-C
|
$24,641,000
|
||
Class X-D
|
$55,443,996
|
||
Class A-S(1)(2)(3)
|
$95,486,000
|
||
Class B(1)(2)(3)
|
$80,084,000
|
||
Class PEZ(1)(2)(3)
|
$224,853,000
|
||
Class C(1)(2)(3)
|
$49,283,000
|
||
Class D
|
$64,683,000
|
||
Class E
|
$24,641,000
|
||
Class F
|
$9,241,000
|
||
Class G
|
$46,202,996
|
|
(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, subject to a variance of plus or minus 5%, of $95,486,000, $80,084,000 and $49,283,000, 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.
|
|
(3)
|
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 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. 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 $224,853,000 (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 Loans 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 2015) (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;
|
|
(vi)
|
all amounts representing Excess Interest;
|
|
(vii)
|
all yield maintenance charges and prepayment premiums;
|
|
(viii)
|
all amounts deposited in the Collection Account or the Lower-Tier Distribution Account in error; and
|
|
(x)
|
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 Loans 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 such Distribution Date (net of certain amounts that are due or reimbursable to persons other than the Certificateholders); and
|
|
(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 Loans, 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 related Determination Date (or, in the case of the Outside Serviced Mortgage Loans, as of the business day immediately preceding the related Master Servicer Remittance Date), net of the principal portion of any unreimbursed P&I Advances related to such Mortgage Loan;
|
|
(3)
|
the Unscheduled Payments with respect to the Mortgage Loans (including the REO Mortgage Loans) with respect to 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 Class A-AB Certificates to the scheduled principal balance set forth on Annex F to this prospectus supplement with respect to the Class A-AB Certificates (the “Class A-AB Scheduled Principal Balance”) for such Distribution Date;
|
|
(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 Serviced Loan that, among other things, reduces the amount of Monthly Payments on a Serviced Loan, or changes any other material economic term of the Serviced Loan or impairs the security of the Serviced Loan, becomes effective as a result of a modification of the related Serviced Loan following the occurrence of a Servicing Transfer Event;
|
|
●
|
the date on which the Serviced 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 or Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other 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 Serviced 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%
|
|
|||||
August 10, 2015
|
86%
|
|
86%
|
|
86%
|
|
86%
|
|
86%
|
|
|||||
August 10, 2016
|
71%
|
|
71%
|
|
71%
|
|
71%
|
|
71%
|
|
|||||
August 10, 2017
|
50%
|
|
50%
|
|
50%
|
|
50%
|
|
50%
|
|
|||||
August 10, 2018
|
23%
|
|
23%
|
|
23%
|
|
23%
|
|
23%
|
|
|||||
August 10, 2019 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
2.83
|
2.83
|
2.82
|
2.82
|
2.81
|
||||||||||
First Principal Payment Date
|
September 2014
|
September 2014
|
September 2014
|
September 2014
|
September 2014
|
||||||||||
Last Principal Payment Date
|
June 2019
|
April 2019
|
March 2019
|
March 2019
|
January 2019
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
4.91
|
4.90
|
4.88
|
4.86
|
4.66
|
||||||||||
First Principal Payment Date
|
June 2019
|
April 2019
|
March 2019
|
March 2019
|
January 2019
|
||||||||||
Last Principal Payment Date
|
July 2019
|
July 2019
|
July 2019
|
July 2019
|
July 2019
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2020
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2021
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
99%
|
|
|||||
August 10, 2022
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
99%
|
|
|||||
August 10, 2023
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
99%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
9.83
|
9.79
|
9.75
|
9.70
|
9.54
|
||||||||||
First Principal Payment Date
|
May 2024
|
April 2021
|
April 2021
|
April 2021
|
April 2021
|
||||||||||
Last Principal Payment Date
|
July 2024
|
July 2024
|
June 2024
|
June 2024
|
April 2024
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2020
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2021
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2022
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2023
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
9.93
|
9.93
|
9.92
|
9.89
|
9.68
|
||||||||||
First Principal Payment Date
|
July 2024
|
July 2024
|
June 2024
|
June 2024
|
April 2024
|
||||||||||
Last Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
99%
|
|
99%
|
|
99%
|
|
99%
|
|
99%
|
|
|||||
August 10, 2020
|
80%
|
|
80%
|
|
80%
|
|
80%
|
|
80%
|
|
|||||
August 10, 2021
|
57%
|
|
57%
|
|
57%
|
|
58%
|
|
60%
|
|
|||||
August 10, 2022
|
36%
|
|
37%
|
|
37%
|
|
37%
|
|
40%
|
|
|||||
August 10, 2023
|
15%
|
|
15%
|
|
15%
|
|
16%
|
|
18%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
7.41
|
7.42
|
7.43
|
7.44
|
7.50
|
||||||||||
First Principal Payment Date
|
July 2019
|
July 2019
|
July 2019
|
July 2019
|
July 2019
|
||||||||||
Last Principal Payment Date
|
May 2024
|
May 2024
|
May 2024
|
May 2024
|
April 2024
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2020
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2021
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2022
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2023
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
9.93
|
9.93
|
9.93
|
9.93
|
9.68
|
||||||||||
First Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
||||||||||
Last Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2020
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2021
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2022
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2023
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
9.93
|
9.93
|
9.93
|
9.93
|
9.68
|
||||||||||
First Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
||||||||||
Last Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2020
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2021
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2022
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2023
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
9.93
|
9.93
|
9.93
|
9.93
|
9.69
|
||||||||||
First Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
||||||||||
Last Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
May 2024
|
Prepayment Assumption (CPR)
|
|||||||||||||||
Distribution Date
|
0% CPR
|
25% CPR
|
50% CPR
|
75% CPR
|
100% CPR
|
||||||||||
Closing Date
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2015
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2016
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2017
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2018
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2019
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2020
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2021
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2022
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2023
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
100%
|
|
|||||
August 10, 2024 and thereafter
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
0%
|
|
|||||
Weighted Average Life (in years)
|
9.93
|
9.93
|
9.93
|
9.93
|
9.73
|
||||||||||
First Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
April 2024
|
||||||||||
Last Principal Payment Date
|
July 2024
|
July 2024
|
July 2024
|
July 2024
|
May 2024
|
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
|
3.268%
|
3.273%
|
3.276%
|
3.279%
|
3.282%
|
|||||
96-00
|
2.880%
|
2.884%
|
2.886%
|
2.888%
|
2.891%
|
|||||
97-00
|
2.498%
|
2.501%
|
2.502%
|
2.504%
|
2.506%
|
|||||
98-00
|
2.121%
|
2.123%
|
2.124%
|
2.125%
|
2.126%
|
|||||
99-00
|
1.750%
|
1.750%
|
1.751%
|
1.752%
|
1.752%
|
|||||
100-00
|
1.383%
|
1.383%
|
1.383%
|
1.383%
|
1.383%
|
|||||
101-00
|
1.022%
|
1.021%
|
1.021%
|
1.020%
|
1.020%
|
|||||
102-00
|
0.666%
|
0.665%
|
0.663%
|
0.662%
|
0.661%
|
|||||
103-00
|
0.315%
|
0.313%
|
0.311%
|
0.309%
|
0.307%
|
|||||
104-00
|
-0.031%
|
-0.035%
|
-0.037%
|
-0.039%
|
-0.042%
|
|||||
105-00
|
-0.373%
|
-0.377%
|
-0.380%
|
-0.383%
|
-0.386%
|
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
|
3.990%
|
3.992%
|
3.996%
|
4.002%
|
4.047%
|
|||||
96-00
|
3.757%
|
3.759%
|
3.762%
|
3.766%
|
3.802%
|
|||||
97-00
|
3.527%
|
3.528%
|
3.530%
|
3.534%
|
3.560%
|
|||||
98-00
|
3.299%
|
3.300%
|
3.302%
|
3.304%
|
3.321%
|
|||||
99-00
|
3.074%
|
3.075%
|
3.076%
|
3.077%
|
3.085%
|
|||||
100-00
|
2.852%
|
2.852%
|
2.852%
|
2.852%
|
2.851%
|
|||||
101-00
|
2.633%
|
2.632%
|
2.631%
|
2.630%
|
2.621%
|
|||||
102-00
|
2.415%
|
2.414%
|
2.413%
|
2.411%
|
2.393%
|
|||||
103-00
|
2.201%
|
2.199%
|
2.197%
|
2.194%
|
2.167%
|
|||||
104-00
|
1.988%
|
1.987%
|
1.984%
|
1.979%
|
1.944%
|
|||||
105-00
|
1.778%
|
1.776%
|
1.773%
|
1.767%
|
1.723%
|
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
|
3.993%
|
3.995%
|
3.997%
|
4.000%
|
4.009%
|
|||||
96-00
|
3.865%
|
3.867%
|
3.869%
|
3.871%
|
3.878%
|
|||||
97-00
|
3.739%
|
3.740%
|
3.742%
|
3.743%
|
3.748%
|
|||||
98-00
|
3.614%
|
3.615%
|
3.616%
|
3.617%
|
3.621%
|
|||||
99-00
|
3.491%
|
3.492%
|
3.492%
|
3.492%
|
3.494%
|
|||||
100-00
|
3.369%
|
3.369%
|
3.369%
|
3.369%
|
3.369%
|
|||||
101-00
|
3.249%
|
3.249%
|
3.248%
|
3.247%
|
3.246%
|
|||||
102-00
|
3.130%
|
3.129%
|
3.128%
|
3.127%
|
3.124%
|
|||||
103-00
|
3.012%
|
3.011%
|
3.010%
|
3.008%
|
3.003%
|
|||||
104-00
|
2.896%
|
2.894%
|
2.893%
|
2.890%
|
2.883%
|
|||||
105-00
|
2.781%
|
2.779%
|
2.777%
|
2.774%
|
2.765%
|
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
|
4.266%
|
4.266%
|
4.267%
|
4.268%
|
4.279%
|
|||||
96-00
|
4.137%
|
4.137%
|
4.138%
|
4.139%
|
4.148%
|
|||||
97-00
|
4.010%
|
4.010%
|
4.011%
|
4.011%
|
4.018%
|
|||||
98-00
|
3.885%
|
3.885%
|
3.885%
|
3.886%
|
3.890%
|
|||||
99-00
|
3.761%
|
3.761%
|
3.761%
|
3.761%
|
3.763%
|
|||||
100-00
|
3.638%
|
3.638%
|
3.638%
|
3.638%
|
3.638%
|
|||||
101-00
|
3.517%
|
3.517%
|
3.517%
|
3.517%
|
3.514%
|
|||||
102-00
|
3.398%
|
3.398%
|
3.397%
|
3.397%
|
3.392%
|
|||||
103-00
|
3.279%
|
3.279%
|
3.279%
|
3.278%
|
3.271%
|
|||||
104-00
|
3.162%
|
3.162%
|
3.162%
|
3.161%
|
3.152%
|
|||||
105-00
|
3.047%
|
3.047%
|
3.046%
|
3.045%
|
3.034%
|
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
|
4.146%
|
4.146%
|
4.145%
|
4.144%
|
4.139%
|
|||||
96-00
|
3.982%
|
3.982%
|
3.981%
|
3.981%
|
3.976%
|
|||||
97-00
|
3.821%
|
3.820%
|
3.820%
|
3.819%
|
3.816%
|
|||||
98-00
|
3.661%
|
3.661%
|
3.661%
|
3.660%
|
3.658%
|
|||||
99-00
|
3.503%
|
3.503%
|
3.503%
|
3.503%
|
3.502%
|
|||||
100-00
|
3.347%
|
3.347%
|
3.347%
|
3.347%
|
3.347%
|
|||||
101-00
|
3.193%
|
3.193%
|
3.194%
|
3.194%
|
3.195%
|
|||||
102-00
|
3.041%
|
3.041%
|
3.042%
|
3.042%
|
3.044%
|
|||||
103-00
|
2.891%
|
2.891%
|
2.891%
|
2.892%
|
2.895%
|
|||||
104-00
|
2.742%
|
2.742%
|
2.743%
|
2.744%
|
2.748%
|
|||||
105-00
|
2.595%
|
2.595%
|
2.596%
|
2.597%
|
2.602%
|
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
|
|||||
7-00
|
8.088%
|
8.055%
|
8.015%
|
7.956%
|
7.617%
|
|||||
7-08
|
7.172%
|
7.139%
|
7.098%
|
7.038%
|
6.692%
|
|||||
7-16
|
6.306%
|
6.272%
|
6.230%
|
6.169%
|
5.816%
|
|||||
7-24
|
5.484%
|
5.449%
|
5.407%
|
5.344%
|
4.985%
|
|||||
8-00
|
4.702%
|
4.667%
|
4.624%
|
4.560%
|
4.195%
|
|||||
8-08
|
3.958%
|
3.922%
|
3.878%
|
3.813%
|
3.442%
|
|||||
8-16
|
3.247%
|
3.211%
|
3.166%
|
3.100%
|
2.723%
|
|||||
8-24
|
2.568%
|
2.531%
|
2.486%
|
2.419%
|
2.036%
|
|||||
9-00
|
1.918%
|
1.881%
|
1.835%
|
1.766%
|
1.378%
|
|||||
9-08
|
1.295%
|
1.257%
|
1.210%
|
1.141%
|
0.748%
|
|||||
9-16
|
0.696%
|
0.658%
|
0.611%
|
0.540%
|
0.142%
|
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
|
|||||
1-20
|
10.755%
|
10.752%
|
10.748%
|
10.741%
|
10.407%
|
|||||
1-24
|
8.916%
|
8.913%
|
8.908%
|
8.901%
|
8.547%
|
|||||
1-28
|
7.269%
|
7.265%
|
7.261%
|
7.253%
|
6.881%
|
|||||
2-00
|
5.780%
|
5.777%
|
5.772%
|
5.764%
|
5.375%
|
|||||
2-04
|
4.425%
|
4.422%
|
4.417%
|
4.408%
|
4.003%
|
|||||
2-08
|
3.183%
|
3.180%
|
3.175%
|
3.166%
|
2.746%
|
|||||
2-12
|
2.039%
|
2.035%
|
2.030%
|
2.021%
|
1.586%
|
|||||
2-16
|
0.978%
|
0.975%
|
0.969%
|
0.960%
|
0.512%
|
|||||
2-20
|
-0.008%
|
-0.012%
|
-0.018%
|
-0.027%
|
-0.488%
|
|||||
2-24
|
-0.930%
|
-0.934%
|
-0.940%
|
-0.950%
|
-1.422%
|
|||||
2-28
|
-1.795%
|
-1.799%
|
-1.805%
|
-1.815%
|
-2.298%
|
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
|
4.518%
|
4.518%
|
4.518%
|
4.518%
|
4.531%
|
|||||
96-00
|
4.388%
|
4.388%
|
4.388%
|
4.388%
|
4.398%
|
|||||
97-00
|
4.259%
|
4.259%
|
4.259%
|
4.259%
|
4.267%
|
|||||
98-00
|
4.132%
|
4.132%
|
4.132%
|
4.132%
|
4.137%
|
|||||
99-00
|
4.006%
|
4.006%
|
4.006%
|
4.006%
|
4.009%
|
|||||
100-00
|
3.882%
|
3.882%
|
3.882%
|
3.882%
|
3.882%
|
|||||
101-00
|
3.760%
|
3.760%
|
3.760%
|
3.760%
|
3.757%
|
|||||
102-00
|
3.639%
|
3.639%
|
3.639%
|
3.639%
|
3.633%
|
|||||
103-00
|
3.519%
|
3.519%
|
3.519%
|
3.519%
|
3.511%
|
|||||
104-00
|
3.401%
|
3.401%
|
3.401%
|
3.401%
|
3.390%
|
|||||
105-00
|
3.283%
|
3.283%
|
3.283%
|
3.283%
|
3.270%
|
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
|
4.844%
|
4.844%
|
4.844%
|
4.844%
|
4.857%
|
|||||
96-00
|
4.712%
|
4.712%
|
4.712%
|
4.712%
|
4.722%
|
|||||
97-00
|
4.581%
|
4.581%
|
4.581%
|
4.581%
|
4.589%
|
|||||
98-00
|
4.452%
|
4.452%
|
4.452%
|
4.452%
|
4.457%
|
|||||
99-00
|
4.324%
|
4.324%
|
4.324%
|
4.324%
|
4.327%
|
|||||
100-00
|
4.198%
|
4.198%
|
4.198%
|
4.198%
|
4.198%
|
|||||
101-00
|
4.074%
|
4.074%
|
4.074%
|
4.074%
|
4.071%
|
|||||
102-00
|
3.951%
|
3.951%
|
3.951%
|
3.951%
|
3.945%
|
|||||
103-00
|
3.829%
|
3.829%
|
3.829%
|
3.829%
|
3.821%
|
|||||
104-00
|
3.709%
|
3.709%
|
3.709%
|
3.709%
|
3.699%
|
|||||
105-00
|
3.590%
|
3.590%
|
3.590%
|
3.590%
|
3.577%
|
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
|
4.784%
|
4.784%
|
4.784%
|
4.784%
|
4.796%
|
|||||
96-00
|
4.652%
|
4.652%
|
4.652%
|
4.652%
|
4.662%
|
|||||
97-00
|
4.521%
|
4.521%
|
4.521%
|
4.521%
|
4.529%
|
|||||
98-00
|
4.393%
|
4.393%
|
4.393%
|
4.393%
|
4.397%
|
|||||
99-00
|
4.266%
|
4.266%
|
4.266%
|
4.265%
|
4.268%
|
|||||
100-00
|
4.140%
|
4.140%
|
4.140%
|
4.140%
|
4.140%
|
|||||
101-00
|
4.016%
|
4.016%
|
4.016%
|
4.016%
|
4.013%
|
|||||
102-00
|
3.893%
|
3.893%
|
3.893%
|
3.893%
|
3.888%
|
|||||
103-00
|
3.772%
|
3.772%
|
3.772%
|
3.772%
|
3.764%
|
|||||
104-00
|
3.652%
|
3.652%
|
3.652%
|
3.652%
|
3.642%
|
|||||
105-00
|
3.533%
|
3.533%
|
3.533%
|
3.533%
|
3.521%
|
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
|
5.202%
|
5.202%
|
5.202%
|
5.201%
|
5.210%
|
|||||
96-00
|
5.067%
|
5.067%
|
5.067%
|
5.067%
|
5.073%
|
|||||
97-00
|
4.934%
|
4.934%
|
4.934%
|
4.934%
|
4.938%
|
|||||
98-00
|
4.803%
|
4.803%
|
4.802%
|
4.802%
|
4.805%
|
|||||
99-00
|
4.673%
|
4.673%
|
4.673%
|
4.672%
|
4.673%
|
|||||
100-00
|
4.545%
|
4.545%
|
4.544%
|
4.544%
|
4.543%
|
|||||
101-00
|
4.418%
|
4.418%
|
4.418%
|
4.418%
|
4.414%
|
|||||
102-00
|
4.293%
|
4.293%
|
4.293%
|
4.292%
|
4.287%
|
|||||
103-00
|
4.169%
|
4.169%
|
4.169%
|
4.169%
|
4.161%
|
|||||
104-00
|
4.047%
|
4.047%
|
4.047%
|
4.047%
|
4.037%
|
|||||
105-00
|
3.926%
|
3.926%
|
3.926%
|
3.926%
|
3.914%
|
|
●
|
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 (and Serviced Loan Combinations); or
|
|
2.
|
in the case of (a) a Specially Serviced Loan or (b) a Mortgage Loan (or Serviced Loan Combination) as to which the related Mortgaged Property is an REO Property, the maximization of recovery on that Mortgage Loan (or Serviced Loan Combination) to the Certificateholders (as if they were one lender) (or, if a Serviced Loan Combination is involved, with a view to the maximization of recovery on such Serviced Loan Combination to the Certificateholders and the related Serviced Companion Loan Holder 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 (or any Companion Loan or other indebtedness secured by the related Mortgaged Property or any security backed by a Companion Loan) by the Master Servicer or the Special Servicer or any affiliate of the Master Servicer or the Special Servicer, as the case may be;
|
|
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 Serviced 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 Serviced Loan delinquent with respect to the balloon payment as to which the related borrower delivered to the Master Servicer or the Special Servicer (and in either such case the Master Servicer or the Special Servicer, as applicable, shall promptly deliver a copy thereof to the other 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 Directing Holder, unless a Control Termination Event has occurred and is continuing) determines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder in such Serviced Loan Combination), and continues unremedied for the applicable grace period under the terms of the Serviced 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 Serviced Loan without the application of any grace period under the related Mortgage 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 the Certificateholders in the subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder in such Serviced Loan Combination); 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 a shorter period if 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 in accordance with the Servicing Standard that the circumstances warrant that the related Mortgage Loan or Serviced Whole Loan (or REO Mortgage Loan or REO Serviced Companion Loan) be transferred to special servicing); 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 Directing Holder, unless a Control Termination Event has occurred and is continuing) determines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable, (ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Serviced Loan or otherwise materially adversely affect the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder in the Serviced Loan Combination), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the Serviced 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 Serviced 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 Serviced 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.
|
|
●
|
neither the Master Servicer nor the Trustee will be required to make any Advance that the Master Servicer or the Special Servicer, in accordance with the Servicing Standard, or the Trustee in its good faith business judgment, determines will not be ultimately recoverable (including interest accrued on the Advance) by the Master Servicer or the Trustee, as applicable, out of related late payments, net insurance proceeds, Net Condemnation Proceeds, net liquidation proceeds or other collections with respect to the Mortgage Loan or REO Property, as the case may be, as to which such Advance was made;
|
|
●
|
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Advance, if made, would be a Non-Recoverable Advance or that any outstanding Advance is a Non-Recoverable Advance and may deliver to the Master Servicer, the Trustee and, prior to the occurrence of and continuance of a Consultation Termination Event, the Directing Holder, notice of such determination, which determination will be conclusive and binding on the Master Servicer and the Trustee;
|
|
●
|
although the Special Servicer may determine whether an outstanding Advance is a Non-Recoverable Advance, the Special Servicer will have no right to (i) make an affirmative determination that any Property Advance previously made, to be made (or contemplated to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any other authorized person’s determination or to prohibit any such other authorized person from making a determination, that an Advance constitutes or would constitute a Non-Recoverable Advance; provided that this sentence will not be construed to limit the Special Servicer’s right to make a determination that an Advance to be made (or contemplated to be made) would be or a previously made Advance is a Non-Recoverable Advance, as described in the preceding bullet;
|
|
●
|
any non-recoverability determination by the Master Servicer or Special Servicer described in this paragraph with respect to the non-recoverability of Advances will be conclusive and binding on the Master Servicer (in the case of such a determination by the Special Servicer) and the Trustee; and
|
|
●
|
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special Servicer that any Advance would be recoverable (unless a non-recoverablity determination has been made by the other servicer in accordance with the preceding bullet which is
|
|
binding on the Trustee), and the Master Servicer may conclusively rely upon any determination by the Special Servicer that any Advance would be recoverable.
|
|
●
|
the Special Servicer or (if mutually agreed to by the Master Servicer and the Special Servicer that the Master Servicer will determine and process, subject to the consent of the Special Servicer, such waiver and transaction) the Master Servicer, as applicable, has received a Rating Agency Confirmation, or
|
|
●
|
such Serviced Mortgage Loan (or the Serviced Mortgage Loan related to the Serviced Loan Combination) (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 ten largest Mortgage Loans in the pool based on principal balance (although no such Rating Agency Confirmation will be required if such Serviced Mortgage Loan has a principal balance less than $10,000,000).
|
|
●
|
the Special Servicer or (if mutually agreed to by the Master Servicer and the Special Servicer that the Master Servicer will determine and process, subject to the consent of the Special Servicer, such waiver and transaction) the Master Servicer, as applicable, has received a Rating Agency Confirmation, or
|
|
●
|
such Serviced Mortgage Loan (or the Serviced Mortgage Loan related to the Serviced Loan Combination) (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 Serviced Mortgage Loan, any related Serviced Companion Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is not one of the ten 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).
|
|
●
|
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.
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(a)
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(i) any failure by the Master Servicer to make a required deposit to the Collection Account or any Loan Combination Custodial Account or make a required remittance to any Serviced Companion Loan Holder, on the day such deposit or remittance 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;
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(b)
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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 or any Loan Combination Custodial Account 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;
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(c)
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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), or, if affected thereby, by the Serviced Companion Loan Holder; 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);
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(d)
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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 or a Serviced Companion Loan Holder, as applicable, 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
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less than 25% of the Voting Rights, or, if affected thereby, by the Serviced Companion Loan Holder; 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);
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(e)
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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;
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(f)
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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 Serviced Companion Loan Securities, or (ii) placed one or more Classes of Certificates or Serviced Companion Loan Securities 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);
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(g)
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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
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(h)
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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).
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(a)
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if a Control Termination Event has not occurred (or has occurred, but is no longer continuing), the Special Servicer may be removed and replaced at any time with or without cause with respect to the related Serviced Loans at the direction of the applicable Directing Holder upon satisfaction of certain conditions specified in the Pooling and Servicing Agreement (including the delivery of a Rating Agency Confirmation); and
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(b)
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if a Control Termination Event has occurred and is continuing with respect to the Controlling Class Representative, the Special Servicer may be removed, with respect to the Serviced Mortgage Loans, in accordance with the procedures set forth below, at the written direction of (a) holders of Certificates (other than Class R Certificates) evidencing at least 75% of the aggregate Voting Rights of the Certificates (other than Class R 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).
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(a)
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to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;
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(b)
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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;
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(c)
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to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account, the Exchangeable Distribution Account, the Excess Interest Distribution 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);
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(d)
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to modify, eliminate or add to any of its provisions (i) to the extent necessary to maintain the qualification of either 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
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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;
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(e)
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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;
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(f)
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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;
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(g)
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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
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(h)
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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).
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(A)
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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 Serviced Loans as come into and continue in default;
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(B)
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any modification, consent to a modification or waiver of any monetary term (other than Penalty Charges) or material non-monetary term (including, without limitation, (i) a modification of the type of defeasance collateral required under the related Mortgage Loan documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted, (ii) a modification that would permit a principal prepayment instead of defeasance if the related Mortgage Loan documents do not otherwise permit such principal prepayment and (iii) a modification with respect to the timing of payments and acceptance of discounted payoffs but excluding waiver of Penalty Charges) of a Serviced Loan or any extension of the maturity date of such Serviced Loan;
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(C)
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any sale of a Serviced Mortgage Loan that is a Defaulted Mortgage Loan (and the related Serviced Companion 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”);
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(D)
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any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;
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(E)
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any release of collateral or any acceptance of substitute or additional collateral for a Serviced 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 Serviced Loan and for which there is no lender discretion;
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(F)
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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;
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(G)
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any property management company changes (with respect to a mortgage loan with a principal balance greater than $2,500,000.00) or franchise changes, in each case to the extent the lender is required to consent or approve under the related Serviced Loan documents;
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(H)
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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 Serviced Loan and for which there is no lender discretion or related to an immaterial easement, right of way or similar agreement;
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(I)
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any acceptance of an assumption agreement or any other agreement permitting transfers of interests in a borrower or guarantor releasing a borrower or guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan and for which there is no lender discretion;
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(J)
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the determination of the Special Servicer pursuant to clause (b) or clause (g) of the definition of “Servicing Transfer Event”;
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(K)
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following a default or an event of default with respect to a Serviced Loan, any acceleration of a Serviced Loan, or initiation of judicial, bankruptcy or similar proceedings under the related Serviced Loan documents or with respect to the related borrower or Mortgaged Property;
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(L)
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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 Serviced Loan, or an action to enforce rights with respect thereto;
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(M)
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any determination of an Acceptable Insurance Default;
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(N)
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any proposed modification or waiver of any material provision in the related Mortgage Loan documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the related borrower; and
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(O)
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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;
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(a)
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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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(b)
|
may act solely in the interests of the holders of the Controlling Class;
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(c)
|
does not have any liability or duties to the holders of any Class of Certificates other than the Controlling Class;
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(d)
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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
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(e)
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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 Directing Holder or any affiliate, director, officer, employee, shareholder, member, partner, agent or principal of the Directing Holder for having so acted.
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(a)
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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
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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;
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(b)
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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;
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(c)
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any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure continues unremedied for a period of 30 days;
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(d)
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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;
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(e)
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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
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(f)
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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.
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(x)
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with respect to any condition in any Serviced Mortgage Loan document requiring a Rating Agency Confirmation or any other matter under the Pooling and Servicing Agreement relating to the servicing of the Serviced 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, if the Master Servicer is processing the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans, REO Properties and non-Specially Serviced Loans (if the Special Servicer is processing the action requiring Rating Agency Confirmation for the applicable non-Specially Serviced Loan)), as applicable) will be required to determine (with the consent of the Directing Holder, 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 Directing Holder 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 Serviced Mortgage Loan, any applicable Rating Agency Confirmation requirement in the Serviced 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, if the Master Servicer is processing the action requiring Rating Agency Confirmation) or the Special Servicer (with respect to Specially Serviced Loans, REO Properties and non-Specially Serviced Loans (if the Special Servicer is processing the action requiring Rating Agency Confirmation for the applicable non-Specially Serviced Loan)), as applicable); provided, that the Master Servicer or the Special Servicer , as applicable, will in any event review the other conditions required under the related Serviced 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);
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(y)
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with respect to a replacement of the Master Servicer or Special Servicer, such condition will be considered satisfied if:
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(1)
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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;
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(2)
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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
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(3)
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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
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(z)
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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
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the replacement operating advisor acts as trust advisor or operating advisor prior to the time of determination.
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(1)
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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;
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(2)
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a Commercial Real Estate Finance Council (“CREFC®”) delinquent loan status report;
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(3)
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a CREFC® historical loan modification/forbearance and corrected mortgage loan report;
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(4)
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a CREFC® advance recovery report;
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(5)
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a CREFC® total loan report;
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(6)
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a CREFC® operating statement analysis report;
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(7)
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a CREFC® comparative financial status report;
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(8)
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a CREFC® net operating income adjustment worksheet;
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(9)
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a CREFC® real estate owned status report;
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(10)
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a CREFC® servicer watch list;
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(11)
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a CREFC® loan level reserve and letter of credit report;
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(12)
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a CREFC® property file;
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(13)
|
a CREFC® financial file;
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(14)
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a CREFC® loan setup file; and
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(15)
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a CREFC® loan periodic update file.
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●
|
a CREFC® property file;
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●
|
a CREFC® financial file;
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●
|
a CREFC® loan setup file; and
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●
|
a CREFC® loan periodic update file.
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●
|
Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with the calendar quarter ending December 31, 2014, a CREFC® operating statement analysis report but only to the extent the related borrower is required by the related Mortgage 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 Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer or Special Servicer, as applicable, will deliver to the Certificate Administrator, the Operating Advisor and, with respect to any Serviced Loan Combinations, the related Serviced Companion Loan Holder by electronic means the operating statement analysis upon request.
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●
|
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
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or the Master Servicer will deliver to the Certificate Administrator, the Operating Advisor and, with respect to any Serviced Loan Combinations, the related Serviced Companion Loan Holder by electronic means the CREFC® net operating income adjustment worksheet upon request.
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(A)
|
the following “deal documents”:
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|
●
|
the prospectus and this prospectus supplement;
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|
●
|
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
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●
|
the CREFC® loan setup file, delivered to the Certificate Administrator by the Master Servicer;
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|
(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;
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|
(C)
|
the following “periodic reports”:
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|
●
|
the Distribution Date statements;
|
|
●
|
the CREFC® bond level files;
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|
●
|
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;
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|
(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;
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|
(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;
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|
●
|
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;
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|
●
|
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, any Outside Servicer, any Outside Special Servicer, any Outside Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside 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, any Outside Servicer or any Outside 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, any Outside Servicer, any Outside Special Servicer or any Outside Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside 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 Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the GSMS 2014-GC22 Master Servicer, the GSMS 2014-GC22 Special Servicer, the GSMS 2014-GC22 Certificate Administrator or the GSMS 2014-GC22 Trustee or (b) make property protection advances with respect to the Selig Portfolio Mortgage Loan. The obligation of the Master Servicer to provide information and collections and make P&I Advances for the benefit of the Certificateholders with respect to the Selig Portfolio Mortgage Loan is dependent on its receipt of the corresponding information and/or collections from the GSMS 2014-GC22 Master Servicer or the GSMS 2014-GC22 Special Servicer.
|
|
●
|
Pursuant to the GSMS 2014-GC22 Pooling and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to the Selig Portfolio Mortgage Loan will be substantially similar to the corresponding fee payable under the Pooling and Servicing Agreement.
|
|
●
|
The Master Servicer will be required to make P&I Advances with respect to the Selig Portfolio Mortgage Loan, unless (i) the Master Servicer or the Special Servicer has determined that such advance would not be recoverable from collections on such Selig Portfolio Mortgage Loan or (ii) the GSMS 2014-GC22 Master Servicer has made a similar determination with respect to an advance on the related Companion Loan.
|
|
●
|
The GSMS 2014-GC22 Master Servicer is obligated to make property protection advances with respect to the Selig Portfolio Loan Combination. If the GSMS 2014-GC22 Master Servicer determines that a property protection advance it made with respect to the related Selig Portfolio Loan Combination or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the related Selig Portfolio Mortgage Loan and Companion Loan, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on all the Mortgage Loans and from general collections of the related GSMS 2014-GC22 trust, on a pro rata basis (based on each such loan’s outstanding principal balance).
|
|
●
|
The GSMS 2014-GC22 Special Servicer will be required to take actions with respect to any Selig Portfolio Mortgage Loan that becomes the equivalent of a Defaulted Mortgage Loan that are substantially similar to the actions described under “—Sale of Defaulted Mortgage Loans and REO Properties” in this prospectus supplement.
|
|
●
|
With respect to the Selig Portfolio Mortgage Loan, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the Pooling and Servicing Agreement.
|
|
●
|
The GSMS 2014-GC22 Master Servicer and GSMS 2014-GC22 Special Servicer (a) have substantially similar rights related to resignation and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto.
|
|
●
|
if a party to the GSMS 2014-GC22 Pooling and Servicing Agreement requests the Master Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian to consent to a modification, waiver or
|
|
|
amendment of, or other loan-level action related to, the Selig Portfolio Mortgage Loan (except a modification, waiver or amendment of the GSMS 2014-GC22 Pooling and Servicing Agreement and/or the related Co-Lender Agreement which shall not be subject to the operation of this sentence but shall instead be subject to the operation set forth in the Pooling and Servicing Agreement), then the Master Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, shall promptly deliver a copy of such request to the Controlling Class Representative (if no Control Termination Event has occurred and is continuing) or to the Operating Advisor (if a Control Termination Event has occurred and is continuing), and the Controlling Class Representative or the Operating Advisor (as applicable) shall exercise such right of consent; provided, that if the Selig Portfolio Mortgage Loan were serviced under the Pooling and Servicing Agreement and such action would not be permitted without Rating Agency Confirmation, then the Controlling Class Representative or Operating Advisor (as applicable) will not exercise such right of consent without first having obtained such Rating Agency Confirmation (payable at the expense of the party making such request for consent or approval to the Master Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian, if applicable, if a Certificateholder or a party to the Pooling and Servicing Agreement, and otherwise from the Collection Account).
|
|
●
|
If a responsible officer of the Trustee, Certificate Administrator or Custodian receives actual notice of a termination event under the GSMS 2014-GC22 Pooling and Servicing Agreement with respect to the GSMS 2014-GC22 Master Servicer or the GSMS 2014-GC22 Special Servicer that affects the Selig Portfolio Mortgage Loan and such servicer is not otherwise terminated under the GSMS 2014-GC22 Pooling and Servicing Agreement, then the Trustee, Certificate Administrator or Custodian, as applicable, is required under the Pooling and Servicing Agreement to notify (in writing), and direct the Master Servicer to act in accordance with the instructions of, (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance with the GSMS 2014-GC22 Pooling and Servicing Agreement with respect to such termination (provided that the Master Servicer will only be required to comply with such instructions if such instructions are in accordance with the GSMS 2014-GC22 Pooling and Servicing Agreement and not inconsistent with the Pooling and Servicing Agreement); provided, that if such instructions are not provided within a reasonable time period (not to exceed ten (10) business days or such lesser response time as is afforded under the GSMS 2014-GC22 Pooling and Servicing Agreement) or if a Control Termination Event exists or if the Master Servicer is not permitted by the GSMS 2014-GC22 Pooling and Servicing Agreement to follow such instructions, then the Master Servicer is required under the Pooling and Servicing Agreement to take such action or inaction (to the extent permitted by the GSMS 2014-GC22 Pooling and Servicing Agreement), as directed in writing by the Certificateholders evidencing at least 25% of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer by the Certificate Administrator) within a reasonable period of time that does not exceed such response time as is afforded under the GSMS 2014-GC22 Pooling and Servicing Agreement.
|
|
●
|
In addition, upon the occurrence of any termination event with respect to the GSMS 2014-GC22 Master Servicer or the GSMS 2014-GC22 Special Servicer that affects the Selig Portfolio Mortgage Loan whereby such servicer is not otherwise terminated under the GSMS 2014-GC22 Pooling and Servicing Agreement, then at the direction of the Controlling Class Representative (until a Control Termination Event has occurred and is continuing) or at the direction of the Certificateholders evidencing at least 25% of the aggregate of all Voting Rights (if a Control Termination Event exists), the Trustee is required under the Pooling and Servicing Agreement to make a request to the GSMS 2014-GC22 Trustee for the termination of the GSMS 2014-GC22 Master Servicer or GSMS 2014-GC22 Special Servicer, as applicable, pursuant to the terms of the GSMS 2014-GC22 Pooling and Servicing Agreement, or if applicable under the GSMS 2014-GC22 Pooling and Servicing Agreement with respect to a termination event involving the GSMS 2014-GC22 Master Servicer, the appointment of a new sub-servicer with respect to the Selig Portfolio Mortgage Loan.
|
|
●
|
During the continuation of any termination event with respect to the GSMS 2014-GC22 Master Servicer or the GSMS 2014-GC22 Special Servicer under the GSMS 2014-GC22 Pooling and Servicing Agreement, each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer will have the right (but not the obligation) to take all actions to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Issuing Entity (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, Special
|
|
|
Servicer, the Certificate Administrator, or the Trustee in connection with such enforcement will be paid by the Master Servicer out of the Collection Account.
|
|
●
|
Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator, the Controlling Class Representative and the Certificateholders with respect to the Selig Portfolio Mortgage Loan shall be dependent on its receipt of the corresponding information and collections from the GSMS 2014-GC22 Master Servicer or the GSMS 2014-GC22 Special Servicer. Each of Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer will be required to reasonably cooperate with the Controlling Class Representative or the Operating Advisor, as applicable, to facilitate the exercise by the Controlling Class Representative or the Operating Advisor, as applicable, of any consent or approval rights set forth in the Pooling and Servicing Agreement; provided, however, the Master Servicer and Special Servicer will have no right or obligation to exercise any consent or consultation rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative or Operating Advisor.
|
|
●
|
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) the 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
|
$ |
13,915,653
|
$ |
35,726,347
|
$ |
0
|
$ |
0
|
||||||||
Class A-2
|
$ |
24,050,909
|
$ |
61,747,091
|
$ |
0
|
$ |
0
|
||||||||
Class A-3
|
$ |
84,096,046
|
$ |
215,903,954
|
$ |
0
|
$ |
0
|
||||||||
Class A-4
|
$ |
96,777,730
|
$ |
248,462,270
|
$ |
0
|
$ |
0
|
||||||||
Class A-AB
|
$ |
22,920,658
|
$ |
58,845,342
|
$ |
0
|
$ |
0
|
||||||||
Class X-A
|
$ |
268,527,646
|
$ |
689,404,354
|
$ |
0
|
$ |
0
|
||||||||
Class X-B
|
$ |
36,264,177
|
$ |
93,102,823
|
$ |
0
|
$ |
0
|
||||||||
Class A-S
|
$ |
26,766,650
|
$ |
68,719,350
|
$ |
0
|
$ |
0
|
||||||||
Class B
|
$ |
22,449,159
|
$ |
57,634,841
|
$ |
0
|
$ |
0
|
||||||||
Class PEZ
|
$ |
0
|
$ |
0
|
$ |
0
|
$ |
0
|
||||||||
Class C
|
$ |
13,815,018
|
$ |
35,467,982
|
$ |
0
|
$ |
0
|
Page
|
Page
|
|||||||
2010 PD Amending Directive
|
S-9
|
Class B-PEZ Percentage Interest
|
S-221
|
|||||
Acceptable Insurance Default
|
S-263
|
Class C Percentage Interest
|
S-221
|
|||||
ACCREDITED INVESTOR
|
S-11
|
Class C Trust Component
|
S-222
|
|||||
Actual/360 Basis
|
S-142
|
Class C-PEZ Percentage Interest
|
S-222
|
|||||
Additional Permitted Debt
|
S-120
|
Class PEZ Component
|
S-222
|
|||||
Additional Permitted Debt Election
|
S-120
|
Class PEZ Component A-S
|
S-222
|
|||||
Administrative Fee Rate
|
S-201, S-227
|
Class PEZ Component B
|
S-222
|
|||||
ADR
|
S-100
|
Class PEZ Component C
|
S-222
|
|||||
Advance Rate
|
S-265
|
Class X Certificates
|
S-219
|
|||||
Advances
|
S-265
|
Class X Strip Rate
|
S-226
|
|||||
Allocated Cut-off Date Loan Amount
|
S-100
|
Clearstream
|
S-243
|
|||||
Ancillary Fees
|
S-208
|
Clearstream Participants
|
S-244
|
|||||
Annual Debt Service
|
S-100
|
Closing Date
|
S-99
|
|||||
Anticipated Repayment Date
|
S-142
|
CMBS
|
S-56
|
|||||
Appraisal Date
|
S-101
|
Code
|
S-311
|
|||||
Appraisal Reduction Amount
|
S-239
|
Co-Lender Agreement
|
S-152
|
|||||
Appraisal Reduction Event
|
S-238
|
Collection Account
|
S-268
|
|||||
Appraised Value
|
S-100, S-140
|
Collection Period
|
S-225
|
|||||
Appraised-Out Class
|
S-240
|
Collective Investment Scheme
|
S-8
|
|||||
Appraiser
|
S-239
|
Companion Loan
|
S-98
|
|||||
ARD Loan
|
S-142
|
Companion Loan Holder
|
S-99
|
|||||
Assessment of Compliance
|
S-273
|
Compensating Interest Payment
|
S-236
|
|||||
Assumption Fees
|
S-209
|
Condemnation Proceeds
|
S-225
|
|||||
Attestation Report
|
S-274
|
Consent Fees
|
S-208
|
|||||
Available Funds
|
S-224
|
Consultation Termination Event
|
S-27, S-291
|
|||||
Balloon Balance
|
S-101
|
Control Eligible Certificates
|
S-241
|
|||||
Balloon Mortgage Loans
|
S-142
|
Control Termination Event
|
S-27, S-291
|
|||||
Bankruptcy Code
|
S-57
|
Controlling Class
|
S-291
|
|||||
Base Interest Fraction
|
S-232
|
Controlling Class Certificateholder
|
S-291
|
|||||
Beds
|
S-106
|
Controlling Class Representative
|
S-291
|
|||||
Borrower Delayed Reimbursements
|
S-208
|
Controlling Holder
|
S-152
|
|||||
B-Piece Buyer
|
S-90
|
Corrected Loan
|
S-263
|
|||||
CBE
|
S-254
|
CPR
|
S-249
|
|||||
CDI 202.01
|
S-281
|
CREFC®
|
S-43, S-302
|
|||||
Certificate Administrator
|
S-19, S-198
|
CREFC® Intellectual Property Royalty
|
||||||
Certificate Owners
|
S-244
|
License Fee
|
S-227
|
|||||
Certificate Principal Amount
|
S-220
|
CREFC® Reports
|
S-302
|
|||||
Certificate Registrar
|
S-243
|
Cross Over Date
|
S-232
|
|||||
Certificate Summary
|
S-6
|
Crossed Group
|
S-101
|
|||||
Certificateholder
|
S-242
|
CRR
|
S-60
|
|||||
Certificates
|
S-219
|
Custodian
|
S-19, S-196, S-288
|
|||||
Certifying Certificateholder
|
S-245
|
Cut-off Date
|
S-98
|
|||||
CGMRC
|
S-99, S-160
|
Cut-off Date Balance
|
S-98
|
|||||
CGMRC Data File
|
S-161
|
Cut-off Date DSCR
|
S-102
|
|||||
CGMRC Mortgage Loans
|
S-99
|
Cut-off Date Loan-to-Value Ratio
|
S-101
|
|||||
CGMRC Securitization Database
|
S-161
|
Cut-off Date LTV Ratio
|
S-101
|
|||||
Citibank
|
S-198
|
DBNTC
|
S-196
|
|||||
Class
|
S-219
|
DBTCA
|
S-196
|
|||||
Class A-AB Scheduled Principal Balance
|
S-229
|
Debt Service Coverage Ratio
|
S-102
|
|||||
Class A-S Percentage Interest
|
S-221
|
Debt Yield on Underwritten NCF
|
S-102
|
|||||
Class A-S Trust Component
|
S-221
|
Debt Yield on Underwritten Net Cash Flow
|
S-102
|
|||||
Class A-S-PEZ Percentage Interest
|
S-221
|
Debt Yield on Underwritten Net Operating
|
||||||
Class B Percentage Interest
|
S-221
|
Income
|
S-102
|
|||||
Class B Trust Component
|
S-221
|
Debt Yield on Underwritten NOI
|
S-102
|
Defaulted Mortgage Loan
|
S-211
|
GSMC
|
S-99, S-165
|
|||
Defeasance
|
E-1-9
|
GSMC Data Tape
|
S-165
|
|||
Defeasance Deposit
|
S-146
|
GSMC Deal Team
|
S-165
|
|||
Defeasance Loans
|
S-145
|
GSMS 2014-GC22 Certificate Administrator
|
S-152
|
|||
Defeasance Lock-Out Period
|
S-145
|
GSMS 2014-GC22 Certificates
|
S-98
|
|||
Defeasance Option
|
S-145
|
GSMS 2014-GC22 Operating Advisor
|
S-152
|
|||
Definitive Certificate
|
S-243
|
GSMS 2014-GC22 Pooling and Servicing
|
||||
Depositaries
|
S-243
|
Agreement
|
S-99, S-152
|
|||
Depositor
|
S-99, S-173
|
GSMS 2014-GC22 Securitization
|
S-98
|
|||
Determination Date
|
S-225
|
GSMS 2014-GC22 Servicer
|
S-152, S-207
|
|||
Directing Holder
|
S-291
|
GSMS 2014-GC22 Special Servicer
|
S-152, S-207
|
|||
Disclosable Special Servicer Fees
|
S-211
|
GSMS 2014-GC22 Trustee
|
S-152
|
|||
Distribution Accounts
|
S-268
|
Hard Lockbox
|
S-102
|
|||
Distribution Date
|
S-223
|
Indirect Participants
|
S-243
|
|||
Drayton Tenant
|
S-138
|
Initial Pool Balance
|
S-98
|
|||
DSCR
|
S-102
|
Initial Rate
|
S-142
|
|||
DTC
|
S-243
|
In-Place Cash Management
|
S-102
|
|||
DTC Participants
|
S-243
|
Institutional Investor
|
S-10
|
|||
Due Date
|
S-141
|
Insurance Rating Requirements
|
E-1-4
|
|||
Due Diligence Questionnaire
|
S-162
|
Interest Accrual Amount
|
S-225
|
|||
Due Diligence Requirement
|
S-60
|
Interest Accrual Period
|
S-225
|
|||
EEA
|
S-60
|
Interest Distribution Amount
|
S-225
|
|||
Eligible Operating Advisor
|
S-298
|
Interest Reserve Account
|
S-268
|
|||
Environmental Condition
|
E-1-12
|
Interest Shortfall
|
S-225
|
|||
ESA
|
S-123, E-1-12
|
Interested Person
|
S-286
|
|||
Escrow/Reserve Mitigating Circumstances
|
S-190
|
Interest-Only Mortgage Loan
|
S-142
|
|||
Euroclear
|
S-243
|
Investor Certification
|
S-242
|
|||
Euroclear Operator
|
S-245
|
Investor Q&A Forum
|
S-305
|
|||
Euroclear Participants
|
S-245
|
Investor Registry
|
S-305, S-306
|
|||
Excess Interest
|
S-142
|
Issuing Entity
|
S-98
|
|||
Excess Interest Distribution Account
|
S-269
|
KBRA
|
S-277, S-298
|
|||
Excess Liquidation Proceeds Reserve
|
Largest Tenant
|
S-103
|
||||
Account
|
S-269
|
Largest Tenant Lease Expiration
|
S-103
|
|||
Excess Modification Fees
|
S-208, S-210
|
Lennar
|
S-204
|
|||
Excess Penalty Charges
|
S-209
|
Liquidation Fee
|
S-210
|
|||
Excess Prepayment Interest Shortfall
|
S-236
|
Liquidation Fee Rate
|
S-210
|
|||
Exchange Act
|
S-160
|
Liquidation Proceeds
|
S-211
|
|||
Exchange Date
|
S-223
|
Loan Combination
|
S-98
|
|||
Exchangeable Certificates
|
S-219
|
Loan Combination Custodial Account
|
S-268
|
|||
Exchangeable Distribution Account
|
S-269
|
Loan Per Unit
|
S-103
|
|||
Exchangeable Proportion
|
S-222
|
Lower-Tier Distribution Account
|
S-268
|
|||
Exemption Rating Agency
|
S-315
|
Lower-Tier Regular Interests
|
S-311
|
|||
FDIA
|
S-85
|
Lower-Tier REMIC
|
S-51, S-311
|
|||
FDIC
|
S-84, S-204
|
LTV Ratio at Maturity
|
S-101, S-103, S-140
|
|||
FDIC Safe Harbor
|
S-85
|
LUST
|
S-122
|
|||
FIEL
|
S-11
|
MAI
|
S-238, E-1-12
|
|||
Final Asset Status Report
|
S-295
|
Major Decision
|
S-289
|
|||
Financial Promotion Order
|
S-8
|
MAS
|
S-10
|
|||
Fitch
|
S-277
|
Master Servicer
|
S-202
|
|||
Form 8-K
|
S-160
|
Master Servicer Remittance Date
|
S-264
|
|||
FPO Persons
|
S-8
|
Material Breach
|
S-158
|
|||
FSMA
|
S-8
|
Material Document Defect
|
S-158
|
|||
Funds
|
S-204
|
Maturity Date Loan-to-Value Ratio
|
S-103
|
|||
Goldman Originators
|
S-178
|
Maturity Date LTV Ratio
|
S-103
|
|||
Grantor Trust
|
S-311
|
MC-Five Mile
|
S-99, S-169
|
|||
Ground Lease
|
E-1-10
|
MC-Five Mile Data Tape
|
S-170
|
|||
GS Bank
|
S-85
|
MC-Five Mile Deal Team
|
S-170
|
|||
GS CRE
|
S-99
|
MC-Five Mile Mortgage Loans
|
S-99, S-169
|
|||
GS CRE Mortgage Loans
|
S-99
|
Midland
|
S-21, S-202
|
Modeling Assumptions
|
S-249
|
Phase I
|
S-121
|
|||
Modification Fees
|
S-208
|
Phase II
|
S-76, S-121
|
|||
Monthly Payment
|
S-225
|
PILOT
|
S-80
|
|||
Moody’s
|
S-277
|
PIP
|
S-125
|
|||
Morningstar
|
S-298
|
PIPs
|
S-76
|
|||
Mortgage
|
S-98
|
Plan Asset Regulations
|
S-315
|
|||
Mortgage File
|
S-156, S-158
|
Plans
|
S-315
|
|||
Mortgage Loan Purchase Agreement
|
S-156
|
PML
|
S-182
|
|||
Mortgage Loan Rate
|
S-227
|
Pooling and Servicing Agreement
|
S-99, S-259
|
|||
Mortgage Loan Schedule
|
S-260
|
Prepayment Assumption
|
S-313
|
|||
Mortgage Loans
|
S-98
|
Prepayment Interest Excess
|
S-236
|
|||
Mortgage Note
|
S-98
|
Prepayment Interest Shortfall
|
S-236
|
|||
Mortgage Pool
|
S-98
|
Prepayment Penalty Description
|
S-104
|
|||
Mortgaged Property
|
S-98
|
Prepayment Provision
|
S-104
|
|||
Mortgagee
|
E-1-13
|
Prime Rate
|
S-80, S-265
|
|||
Most Recent NOI
|
S-104
|
Principal Balance Certificates
|
S-219
|
|||
Net Cash Flow
|
S-105
|
Principal Distribution Amount
|
S-227, S-228
|
|||
Net Condemnation Proceeds
|
S-225
|
Principal Shortfall
|
S-228
|
|||
Net Mortgage Loan Rate
|
S-226
|
Privileged Information
|
S-295
|
|||
Non-Recoverable Advance
|
S-266
|
Privileged Information Exception
|
S-295
|
|||
Non-Reduced Certificates
|
S-241
|
Privileged Person
|
S-306
|
|||
Notional Amount
|
S-221
|
Professional Investors
|
S-10
|
|||
NRSRO
|
S-319
|
Promotion of Collective Investment
|
||||
Occupancy
|
S-104
|
Schemes Exemptions Order
|
S-8
|
|||
Occupancy Date
|
S-104
|
Property Advances
|
S-265
|
|||
Offered Certificates
|
S-219
|
Prospectus
|
S-10
|
|||
Offered Regular Certificates
|
S-219
|
Prospectus Directive
|
S-9
|
|||
OID Regulations
|
S-312
|
PTE
|
S-52, S-315
|
|||
OLA
|
S-85
|
Public Documents
|
S-304
|
|||
Operating Advisor Consulting Fee
|
S-212
|
Qualification Criteria
|
S-168
|
|||
Operating Advisor Fee
|
S-212
|
Qualified Investor
|
S-9
|
|||
Operating Advisor Fee Rate
|
S-212
|
Qualified Investors
|
S-9
|
|||
Operating Advisor Standard
|
S-295
|
Qualified Substitute Mortgage Loan
|
S-158
|
|||
Operating Advisor Termination Event
|
S-296
|
Rated Final Distribution Date
|
S-160
|
|||
Original Balance
|
S-104
|
Rating Agencies
|
S-320
|
|||
Originators
|
S-99, S-174
|
Rating Agency
|
S-320
|
|||
OSH
|
S-129
|
Rating Agency Confirmation
|
S-301, S-321, S-322
|
|||
Outside Securitization
|
S-98
|
Rating Agency Declination
|
S-301
|
|||
Outside Serviced Companion Loan
|
S-99
|
RCA
|
S-204
|
|||
Outside Serviced Loan Combination
|
S-99
|
RCM
|
S-204
|
|||
Outside Serviced Mortgage Loan
|
S-99
|
RCMC
|
S-99, S-171
|
|||
Outside Servicer
|
S-207
|
RCMC Data Tape
|
S-172
|
|||
Outside Servicing Agreement
|
S-99
|
RCMC Mortgage Loans
|
S-99
|
|||
Outside Special Servicer
|
S-207
|
RCMC Review Team
|
S-172
|
|||
Outside Trustee
|
S-99
|
Realized Loss
|
S-235
|
|||
P&I Advance
|
S-264
|
Recognized Collective Investment Scheme
|
S-8
|
|||
P-1
|
S-197
|
Record Date
|
S-223
|
|||
Pads
|
S-106
|
Redwood Trust
|
S-171
|
|||
Pari Passu Indemnified Items
|
S-275
|
Regular Certificates
|
S-219
|
|||
Pari Passu Indemnified Parties
|
S-275
|
Regulation AB
|
S-156
|
|||
Participants
|
S-243
|
Related Group
|
S-104, S-114
|
|||
Pass-Through Rate
|
S-226
|
Release Date
|
S-145
|
|||
PCIS Persons
|
S-8
|
Relevant Member State
|
S-9
|
|||
PCO
|
S-139
|
Relevant Person
|
S-10
|
|||
PCR
|
S-177, S-182
|
Relevant Persons
|
S-8
|
|||
Penalty Charges
|
S-208
|
REMIC
|
S-311
|
|||
Percentage Interest
|
S-223
|
REO Account
|
S-219
|
|||
Permitted Encumbrances
|
E-1-2
|
REO Companion Loan
|
S-229
|
|||
Permitted Special Servicer/Affiliate Fees
|
S-212
|
REO Mortgage Loan
|
S-229
|
REO Property
|
S-219
|
Sponsors
|
S-99, S-160
|
|||
Repurchase Price
|
S-158, S-286, S-289, S-301
|
Springing Cash Management
|
S-105
|
|||
Requesting Holders
|
S-240
|
Springing Lockbox
|
S-105
|
|||
Requesting Party
|
S-299
|
Standard Qualifications
|
E-1-1
|
|||
Restricted Group
|
S-316
|
Stated Principal Balance
|
S-227
|
|||
Restricted Party
|
S-295
|
Structured Product
|
S-10
|
|||
Retention Requirement
|
S-60
|
Summary
|
S-6
|
|||
Revised Rate
|
S-142
|
TCO
|
S-139
|
|||
RevPAR
|
S-105
|
Terms and Conditions
|
S-245
|
|||
Rialto
|
S-167
|
Terrorism Cap Amount
|
E-1-8
|
|||
Rialto Data Tape
|
S-168
|
Third Party Report
|
S-100
|
|||
Rialto Mortgage Loans
|
S-167
|
TIA
|
S-281
|
|||
Rialto Review Team
|
S-167
|
TIA Applicability Determination
|
S-282
|
|||
Risk Factors
|
S-6
|
Title Exception
|
E-1-2
|
|||
RMBS
|
S-196
|
Title Policy
|
E-1-2
|
|||
RMF
|
S-99
|
Trailing 12 NOI
|
S-104
|
|||
RMF Mortgage Loans
|
S-99
|
Tranche Percentage Interest
|
S-222
|
|||
Rooms
|
S-106
|
TRIA
|
E-1-8
|
|||
RTI
|
S-156
|
Trimont
|
S-89, S-201
|
|||
Rule 17g-5
|
S-281
|
TRIPRA
|
S-83
|
|||
Rules
|
S-244
|
Trust Component
|
S-222
|
|||
S&P
|
S-298
|
Trust REMIC
|
S-51
|
|||
SEC
|
S-160
|
Trust REMICs
|
S-311
|
|||
SEC EDGAR filings
|
S-304
|
Trustee
|
S-19, S-196
|
|||
Securities Act
|
S-156, S-307
|
Trustee/Certificate Administrator Fee
|
S-200
|
|||
SEL
|
S-182, E-1-5
|
Trustee/Certificate Administrator Fee Rate
|
S-200
|
|||
Selig Portfolio Center Loan Combination
|
S-98
|
Underwriter Entities
|
S-86
|
|||
Selig Portfolio Companion Loan
|
S-98
|
Underwriter Exemption
|
S-52, S-315
|
|||
Selig Portfolio Loan Combination
|
S-98
|
Underwritten EGI
|
S-106
|
|||
Selig Portfolio Mortgage Loan
|
S-98
|
Underwritten Expenses
|
S-105
|
|||
Selig Portfolio Mortgaged Properties
|
S-152
|
Underwritten NCF
|
S-105
|
|||
Sequential Pay Certificates
|
S-219
|
Underwritten NCF DSCR
|
S-102
|
|||
Serviced Companion Loan
|
S-98
|
Underwritten Net Cash Flow
|
S-105
|
|||
Serviced Companion Loan Securities
|
S-277
|
Underwritten Net Operating Income
|
S-105
|
|||
Serviced Loan Combination
|
S-98
|
Underwritten NOI
|
S-105
|
|||
Serviced Loans
|
S-99
|
Underwritten Revenues
|
S-106
|
|||
Serviced Mortgage Loans
|
S-99, S-259
|
Uniform Standards of Professional Appraisal
|
||||
Servicer Termination Events
|
S-276
|
Practice
|
S-188
|
|||
Servicing Fee
|
S-207
|
Units
|
S-106
|
|||
Servicing Fee Rate
|
S-207
|
Unscheduled Payments
|
S-228
|
|||
Servicing Function Participant
|
S-274
|
Updated Appraisal
|
S-283
|
|||
Servicing Standard
|
S-260, S-264, S-282
|
Upper-Tier Distribution Account
|
S-268
|
|||
Servicing Transfer Event
|
S-262, S-290
|
Upper-Tier REMIC
|
S-51, S-311
|
|||
SFA
|
S-10
|
Volcker Rule
|
S-61
|
|||
Similar Law
|
S-318
|
Voting Rights
|
S-241
|
|||
Similar Requirements
|
S-61
|
WAC Rate
|
S-226
|
|||
Single-Purpose Entity
|
E-1-9
|
Weighted Average Mortgage Loan Rate
|
S-106
|
|||
Soft Lockbox
|
S-105
|
Withheld Amounts
|
S-269
|
|||
Soft Springing Lockbox
|
S-105
|
Workout Fee
|
S-209
|
|||
Special Servicer
|
S-204
|
Workout Fee Rate
|
S-210
|
|||
Special Servicer Decision
|
S-287
|
Workout-Delayed Reimbursement Amount
|
S-267
|
|||
Special Servicing Fee
|
S-209
|
YM Group A
|
S-232
|
|||
Special Servicing Fee Rate
|
S-209
|
YM Group B
|
S-232
|
|||
Specially Serviced
|
YM Groups
|
S-232
|
||||
Loan
|
S-209, S-210, S-262, S-264
|
Zoning Regulations
|
E-1-7
|
|||
Split Mortgage Loan
|
S-98
|
Control
|
Loan /
|
Mortgage
|
Related
|
Crossed
|
General
|
Detailed
|
Year
|
Year
|
Units, Pads,
|
|||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Group
|
Group
|
Address
|
City
|
State
|
Zip Code
|
Property Type
|
Property Type
|
Built
|
Renovated
|
Rooms, Sq Ft
|
||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
NAP
|
NAP
|
28-40 West 23rd Street
|
New York
|
New York
|
10010
|
Mixed Use
|
Office/Retail
|
1911
|
1987
|
571,205
|
||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
NAP
|
NAP
|
1,082,617
|
|||||||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
2101 Fourth Avenue
|
Seattle
|
Washington
|
98121
|
Office
|
CBD
|
1979
|
NAP
|
406,158
|
||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
635 Elliott Avenue West
|
Seattle
|
Washington
|
98119
|
Office
|
CBD
|
2009
|
NAP
|
190,956
|
||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
645 Elliott Avenue West
|
Seattle
|
Washington
|
98119
|
Office
|
CBD
|
2009
|
NAP
|
145,120
|
||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
418 South Jackson Street
|
Seattle
|
Washington
|
98104
|
Office
|
CBD
|
2002
|
NAP
|
144,338
|
||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
413 1st Avenue West
|
Seattle
|
Washington
|
98119
|
Office
|
CBD
|
1972
|
2003
|
65,298
|
|||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
200 West Thomas Street
|
Seattle
|
Washington
|
98119
|
Office
|
CBD
|
1974
|
2003
|
64,640
|
||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
401 1st Avenue West
|
Seattle
|
Washington
|
98119
|
Office
|
CBD
|
1970
|
2003
|
66,107
|
||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
NAP
|
NAP
|
307
|
|||||||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
52 West 36th Street
|
New York
|
New York
|
10018
|
Hospitality
|
Select Service
|
2013
|
NAP
|
185
|
|||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
30-32 West 31st Street
|
New York
|
New York
|
10001
|
Hospitality
|
Full Service
|
2011
|
2014
|
122
|
|||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
NAP
|
NAP
|
555 Broadway
|
Chula Vista
|
California
|
91910
|
Retail
|
Super Regional Mall
|
1962, 1993-1994
|
1988, 1994, 2004, 2012
|
485,841
|
|||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
NAP
|
NAP
|
11300 Warner Avenue
|
Fountain Valley
|
California
|
92708
|
Senior Housing
|
Independent Living
|
2001
|
NAP
|
456
|
||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
NAP
|
NAP
|
8745-8915 Woodyard Road
|
Clinton
|
Maryland
|
20735
|
Retail
|
Anchored
|
1995
|
NAP
|
486,918
|
|||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
NAP
|
NAP
|
9705-9815 Sam Furr Road, 16637-16641, 16632 & 16830 Statesville Road and 16801-16815 Caldwell Creek Drive
|
Huntersville
|
North Carolina
|
28078
|
Retail
|
Power Center/Big Box
|
1995-1999
|
NAP
|
382,829
|
|||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
NAP
|
NAP
|
501 West Church Avenue
|
Knoxville
|
Tennessee
|
37902
|
Hospitality
|
Full Service
|
1981
|
2011-2013
|
320
|
|||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
NAP
|
NAP
|
714,490
|
|||||||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
1 Independent Drive
|
Jacksonville
|
Florida
|
32202
|
Office
|
CBD
|
1975
|
1998, 2002
|
648,307
|
|||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
0 Ocean Street
|
Jacksonville
|
Florida
|
32202
|
Parking
|
Garage
|
1975
|
NAP
|
66,183
|
|||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
NAP
|
NAP
|
7145 Reading Road
|
Rosenberg
|
Texas
|
77471
|
Multifamily
|
Garden
|
2012, 2014
|
NAP
|
324
|
|||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
NAP
|
NAP
|
185,489
|
|||||||||||||||||||||||
11.01
|
Property
|
Greendale
|
745 US Highway 31 North
|
Greenwood
|
Indiana
|
46142
|
Retail
|
Anchored
|
1975
|
2010
|
102,745
|
|||||||||||||||||||
11.02
|
Property
|
Castleton
|
5977 East 82nd Street
|
Indianapolis
|
Indiana
|
46250
|
Retail
|
Anchored
|
1975
|
2010
|
33,220
|
|||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
4525 Lafayette Road
|
Indianapolis
|
Indiana
|
46254
|
Retail
|
Shadow Anchored
|
2008
|
NAP
|
36,524
|
|||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
4615 Lafayette Road
|
Indianapolis
|
Indiana
|
46254
|
Retail
|
Unanchored
|
2008
|
NAP
|
13,000
|
|||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
NAP
|
NAP
|
2400 West End Avenue
|
Nashville
|
Tennessee
|
37203
|
Hospitality
|
Limited Service
|
2013
|
NAP
|
192
|
|||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
NAP
|
NAP
|
4313 Ambassador Caffery Parkway
|
Lafayette
|
Louisiana
|
70508
|
Retail
|
Anchored
|
2003
|
NAP
|
168,635
|
|||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
NAP
|
NAP
|
3529 Leesburg Court
|
Alexandria
|
Virginia
|
22302
|
Multifamily
|
Garden
|
1961
|
NAP
|
184
|
||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
NAP
|
NAP
|
102 East Liberty Street
|
Savannah
|
Georgia
|
31401
|
Multifamily
|
High Rise
|
1951
|
2013
|
99
|
||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
NAP
|
NAP
|
1111 Jefferson Road
|
Rochester
|
New York
|
14623
|
Hospitality
|
Full Service
|
1985
|
2005
|
249
|
|||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
NAP
|
NAP
|
3610 Southwest Archer Road
|
Gainesville
|
Florida
|
32608
|
Retail
|
Anchored
|
1975-2013
|
2011-2013
|
129,081
|
|||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
Group 1
|
Group A
|
311 Highland Cross Drive
|
Houston
|
Texas
|
77073
|
Multifamily
|
Garden
|
1979
|
NAP
|
352
|
|||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
Group 1
|
Group A
|
2431 FM 1960 Road West
|
Houston
|
Texas
|
77068
|
Multifamily
|
Garden
|
1979
|
2010, 2014
|
354
|
|||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
NAP
|
NAP
|
401 South La Brea Avenue
|
Los Angeles
|
California
|
90036
|
Retail
|
Single Tenant Retail
|
2013
|
NAP
|
38,990
|
||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
Group 4
|
Group B
|
1500 13th Avenue East
|
West Fargo
|
North Dakota
|
58078
|
Retail
|
Anchored
|
2002
|
NAP
|
90,061
|
|||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
Group 4
|
Group B
|
1460 Union Avenue
|
Memphis
|
Tennessee
|
38104
|
Retail
|
Anchored
|
1950
|
2012
|
29,086
|
|||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
NAP
|
NAP
|
3501 McHenry Avenue
|
Modesto
|
California
|
95356
|
Retail
|
Anchored
|
1989
|
NAP
|
118,485
|
||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
NAP
|
NAP
|
971 East Lancaster Avenue
|
Downingtown
|
Pennsylvania
|
19335
|
Senior Housing
|
Independent Living
|
1978
|
2002-2003
|
123
|
||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
Group 2
|
NAP
|
565 Portion Road
|
Lake Ronkonkoma
|
New York
|
11779
|
Retail
|
Anchored
|
1996
|
NAP
|
96,290
|
|||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
NAP
|
NAP
|
383
|
||||||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
7703 Seton Lake Drive
|
Houston
|
Texas
|
77086
|
Multifamily
|
Garden
|
1986
|
NAP
|
232
|
|||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
14150 Tomball Parkway
|
Houston
|
Texas
|
77086
|
Multifamily
|
Garden
|
1978
|
NAP
|
151
|
|||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
Group 1
|
NAP
|
2400 Hackett Drive
|
Houston
|
Texas
|
77008
|
Multifamily
|
Garden
|
1973
|
2003-2004
|
196
|
||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
NAP
|
NAP
|
415 South Belardo Road
|
Palm Springs
|
California
|
92262
|
Hospitality
|
Full Service
|
1928-1929
|
2003
|
67
|
|||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
NAP
|
NAP
|
5185 MacArthur Boulevard Northwest
|
Washington
|
District of Columbia
|
20016
|
Mixed Use
|
Office/Retail
|
1968
|
1998
|
43,617
|
|||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
NAP
|
NAP
|
317 Glenmore Avenue
|
Brooklyn
|
New York
|
11207
|
Industrial
|
Warehouse
|
1962, 2005
|
NAP
|
121,151
|
||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
NAP
|
NAP
|
5-66 Old Golden Blue Lane
|
Morgantown
|
West Virginia
|
26505
|
Multifamily
|
Student Housing
|
2011-2013
|
NAP
|
159
|
||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
NAP
|
NAP
|
13921 Highway 105 West
|
Conroe
|
Texas
|
77304
|
Self Storage
|
Self Storage
|
2004-2007
|
NAP
|
407,424
|
||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
NAP
|
NAP
|
1601 East Price Road
|
Brownsville
|
Texas
|
78521
|
Retail
|
Anchored
|
1960, 1989
|
2014
|
174,254
|
|||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
NAP
|
NAP
|
45,341
|
||||||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
11951 Killingsworth Avenue
|
Reston
|
Virginia
|
20194
|
Retail
|
Single Tenant Retail
|
1997
|
NAP
|
5,850
|
|||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
1925 East Joppa Road
|
Parkville
|
Maryland
|
21234
|
Retail
|
Single Tenant Retail
|
1966
|
2012
|
39,491
|
||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
NAP
|
NAP
|
214,055
|
|||||||||||||||||||||||
35.01
|
Property
|
Western
|
6301 South Western Street
|
Amarillo
|
Texas
|
79110
|
Self Storage
|
Self Storage
|
1995
|
2003
|
144,807
|
|||||||||||||||||||
35.02
|
Property
|
Blackburn
|
2927 Blackburn Street
|
Amarillo
|
Texas
|
79109
|
Self Storage
|
Self Storage
|
1995
|
NAP
|
41,593
|
|||||||||||||||||||
35.03
|
Property
|
Britain
|
2518 Britain Drive
|
Amarillo
|
Texas
|
79109
|
Self Storage
|
Self Storage
|
1994
|
NAP
|
27,655
|
Control
|
Loan /
|
Mortgage
|
Related
|
Crossed
|
General
|
Detailed
|
Year
|
Year
|
Units, Pads,
|
|||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Group
|
Group
|
Address
|
City
|
State
|
Zip Code
|
Property Type
|
Property Type
|
Built
|
Renovated
|
Rooms, Sq Ft
|
||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
Group 2
|
NAP
|
1501 Potomac Avenue
|
Hagerstown
|
Maryland
|
21742
|
Retail
|
Anchored
|
1958
|
2002, 2008
|
168,197
|
|||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
NAP
|
NAP
|
2430 US Highway 27
|
Clermont
|
Florida
|
34714
|
Retail
|
Anchored
|
2011
|
NAP
|
64,050
|
|||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
Group 1
|
NAP
|
601 Cypress Station Drive
|
Houston
|
Texas
|
77090
|
Multifamily
|
Garden
|
1983
|
2010-2014
|
131
|
||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
NAP
|
NAP
|
179,339
|
|||||||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
671 Holly Bush Road
|
Brandon
|
Mississippi
|
39047
|
Self Storage
|
Self Storage
|
1999-2008
|
NAP
|
96,820
|
|||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
814 Southwest State Road 247
|
Lake City
|
Florida
|
32025
|
Self Storage
|
Self Storage
|
1995-2007
|
NAP
|
82,519
|
|||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
NAP
|
NAP
|
7220-7290 West Azure Drive
|
Las Vegas
|
Nevada
|
89130
|
Retail
|
Unanchored
|
2005
|
NAP
|
49,554
|
||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
NAP
|
NAP
|
6310-6356 West 95th Street
|
Oak Lawn
|
Illinois
|
60453
|
Retail
|
Shadow Anchored
|
1985
|
2013, 2014
|
32,274
|
|||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
Group 1
|
NAP
|
2402 Bammelwood Drive
|
Houston
|
Texas
|
77014
|
Multifamily
|
Garden
|
1980
|
2010-2011
|
226
|
||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
NAP
|
NAP
|
35 Bluffton Road
|
Bluffton
|
South Carolina
|
29910
|
Hospitality
|
Limited Service
|
2002
|
2011-2012
|
112
|
|||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
NAP
|
NAP
|
210 Henning Drive
|
Sulphur
|
Louisiana
|
70663
|
Hospitality
|
Limited Service
|
1997
|
2013
|
79
|
|||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
NAP
|
NAP
|
6700 Virginia Parkway
|
Mckinney
|
Texas
|
75071
|
Retail
|
Shadow Anchored
|
2002
|
NAP
|
35,281
|
|||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
NAP
|
NAP
|
4239 West McDowell Road
|
Phoenix
|
Arizona
|
85009
|
Retail
|
Anchored
|
1988
|
2013
|
78,561
|
|||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
NAP
|
NAP
|
79-97 New Bridge Road
|
Bergenfield
|
New Jersey
|
07621
|
Retail
|
Unanchored
|
1960
|
NAP
|
31,380
|
|||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
Group 5
|
NAP
|
6500 Desert View Drive
|
West Richland
|
Washington
|
99353
|
Manufactured Housing
|
Manufactured Housing
|
1979, 1996
|
NAP
|
423
|
|||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
NAP
|
NAP
|
6209 Glenwood Avenue
|
Raleigh
|
North Carolina
|
27612
|
Hospitality
|
Limited Service
|
1985
|
2010-2013
|
131
|
|||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
NAP
|
NAP
|
3412 Waterlick Road
|
Lynchburg
|
Virginia
|
24502
|
Retail
|
Anchored
|
1973
|
1998
|
98,920
|
||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
NAP
|
NAP
|
910 Spring Street
|
Petoskey
|
Michigan
|
49770
|
Retail
|
Anchored
|
1985
|
NAP
|
116,497
|
||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
NAP
|
NAP
|
5816 Boca Raton Boulevard
|
Fort Worth
|
Texas
|
76112
|
Multifamily
|
Garden
|
1979
|
NAP
|
176
|
||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
Group 3
|
Group C
|
5151 Mooretown Road
|
Williamsburg
|
Virginia
|
23188
|
Self Storage
|
Self Storage
|
2009
|
NAP
|
27,882
|
|||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
Group 3
|
Group C
|
9297 Pocahontas Trail
|
Williamsburg
|
Virginia
|
23185
|
Self Storage
|
Self Storage
|
2006
|
NAP
|
41,100
|
|||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
NAP
|
NAP
|
1728 Martin Luther King Boulevard
|
Houma
|
Louisiana
|
70360
|
Hospitality
|
Limited Service
|
1998
|
2012
|
84
|
||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
NAP
|
NAP
|
105-189 Cox Creek Parkway
|
Florence
|
Alabama
|
35630
|
Retail
|
Anchored
|
1991
|
NAP
|
241,933
|
||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
NAP
|
NAP
|
8816 Six Forks Road
|
Raleigh
|
North Carolina
|
27615
|
Office
|
General Suburban
|
2000
|
NAP
|
33,465
|
|||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
Group 3
|
NAP
|
6515A Richmond Road
|
Williamsburg
|
Virginia
|
23188
|
Self Storage
|
Self Storage
|
2007
|
NAP
|
70,075
|
||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
NAP
|
NAP
|
5801 East Shirley Lane
|
Montgomery
|
Alabama
|
36117
|
Multifamily
|
Garden
|
1988
|
NAP
|
144
|
||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
NAP
|
NAP
|
30500 Bruce Industrial Parkway
|
Solon
|
Ohio
|
44139
|
Industrial
|
Flex
|
1985
|
1996
|
152,250
|
|||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
NAP
|
NAP
|
4335 Aldine Mail Route
|
Houston
|
Texas
|
77039
|
Multifamily
|
Garden
|
1976
|
NAP
|
176
|
|||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
NAP
|
NAP
|
4125 Buford Drive
|
Buford
|
Georgia
|
30518
|
Retail
|
Anchored
|
1989
|
NAP
|
165,897
|
||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
NAP
|
NAP
|
5192 Murfreesboro Road
|
La Vergne
|
Tennessee
|
37086
|
Retail
|
Single Tenant Retail
|
2009
|
NAP
|
14,564
|
||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
NAP
|
NAP
|
16250 Imperial Valley Drive
|
Houston
|
Texas
|
77060
|
Multifamily
|
Garden
|
1978
|
NAP
|
190
|
||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
NAP
|
NAP
|
208 Oak Drive South
|
Lake Jackson
|
Texas
|
77566
|
Office
|
Medical
|
2008
|
NAP
|
38,562
|
||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
NAP
|
NAP
|
14800 North Tamiami Trail
|
North Port
|
Florida
|
34287
|
Mixed Use
|
Retail/Office
|
2006
|
NAP
|
42,497
|
||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
NAP
|
NAP
|
4310-4410 67th Drive
|
Union Grove
|
Wisconsin
|
53182
|
Retail
|
Anchored
|
2003
|
NAP
|
43,868
|
||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
NAP
|
NAP
|
5 & 7 Dennison Road
|
Durham
|
New Hampshire
|
03824
|
Multifamily
|
Student Housing
|
1946
|
2013
|
85
|
|||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
NAP
|
NAP
|
2900 Pike Street
|
Parkersburg
|
West Virginia
|
26101
|
Retail
|
Shadow Anchored
|
2001
|
NAP
|
45,781
|
|||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
NAP
|
NAP
|
3355 South Wadsworth Boulevard
|
Lakewood
|
Colorado
|
80227
|
Retail
|
Unanchored
|
1983
|
NAP
|
44,180
|
|||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
NAP
|
NAP
|
7080 Niagara Street
|
Romulus
|
Michigan
|
48174
|
Multifamily
|
Garden
|
1967
|
NAP
|
160
|
||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
Group 3
|
NAP
|
872 Ethan Allen Highway
|
Ridgefield
|
Connecticut
|
06877
|
Self Storage
|
Self Storage
|
1998
|
NAP
|
25,825
|
||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
NAP
|
NAP
|
114 East Azalea Avenue
|
Foley
|
Alabama
|
36535
|
Self Storage
|
Self Storage
|
1997
|
2001-2006
|
69,750
|
||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
NAP
|
NAP
|
1050 South Brawley Avenue
|
Brawley
|
California
|
92227
|
Retail
|
Shadow Anchored
|
2013
|
NAP
|
8,803
|
|||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
Group 3
|
NAP
|
50 Route 32
|
North Franklin
|
Connecticut
|
06254
|
Self Storage
|
Self Storage
|
2001, 2004, 2007
|
NAP
|
63,350
|
||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
Group 5
|
NAP
|
11200 West Yellow Pine Drive
|
Nampa
|
Idaho
|
83651
|
Manufactured Housing
|
Manufactured Housing
|
1965
|
NAP
|
141
|
||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
NAP
|
NAP
|
3090 Village Park Drive
|
Plover
|
Wisconsin
|
54467
|
Hospitality
|
Limited Service
|
2005
|
NAP
|
64
|
||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
NAP
|
NAP
|
2695 Sugarloaf Parkway
|
Lawrenceville
|
Georgia
|
30045
|
Retail
|
Unanchored
|
2006
|
NAP
|
22,658
|
||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
Group 5
|
NAP
|
11 Tuck Circle
|
Reno
|
Nevada
|
89506
|
Manufactured Housing
|
Manufactured Housing
|
1970
|
NAP
|
105
|
||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
NAP
|
NAP
|
5128 West Ashfield Drive
|
Herriman
|
Utah
|
84096
|
Self Storage
|
Self Storage
|
2003
|
NAP
|
45,449
|
||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
NAP
|
NAP
|
2167 Knoll Crest Drive
|
Arlington
|
Texas
|
76014
|
Multifamily
|
Garden
|
1980
|
NAP
|
44
|
||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
NAP
|
NAP
|
6810 Kinne Street
|
East Syracuse
|
New York
|
13057
|
Self Storage
|
Self Storage
|
1975
|
NAP
|
56,260
|
||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
NAP
|
NAP
|
4201-4219 Beechgrove Drive
|
Independence
|
Kentucky
|
41051
|
Multifamily
|
Garden
|
1981
|
NAP
|
52
|
Allocated Cut-off
|
Monthly
|
Annual
|
Companion Loan
|
Companion Loan
|
||||||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Unit
|
Loan Per
|
Ownership
|
Original
|
Cut-off Date
|
Date Balance
|
% of Initial
|
Balloon
|
Mortgage
|
Administrative
|
Net Mortgage
|
Debt
|
Debt
|
Monthly Debt
|
Annual Debt
|
|||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Description
|
Unit ($)
|
Interest
|
Balance ($)
|
Balance ($)
|
(multi-property)
|
Pool Balance
|
Balance ($)
|
Loan Rate (%)
|
Fee Rate (%) (1)
|
Loan Rate (%)
|
Service ($) (2)
|
Service ($)
|
Service ($)
|
Service ($)
|
Amortization Type
|
|||||||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
SF
|
245.10
|
Fee Simple
|
140,000,000
|
140,000,000
|
140,000,000
|
11.4%
|
140,000,000
|
3.86000%
|
0.01380%
|
3.84620%
|
456,587.96
|
5,479,055.52
|
Interest Only
|
|||||||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
SF
|
181.97
|
97,000,000
|
97,000,000
|
97,000,000
|
7.9%
|
97,000,000
|
4.60800%
|
0.01380%
|
4.59420%
|
377,653.33
|
4,531,839.96
|
389,333.34
|
4,672,000.04
|
Interest Only
|
|||||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
SF
|
Fee Simple
|
30,375,783
|
||||||||||||||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
SF
|
Fee Simple
|
24,879,212
|
||||||||||||||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
SF
|
Fee Simple
|
17,646,884
|
||||||||||||||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
SF
|
Fee Simple
|
11,137,787
|
||||||||||||||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
SF
|
Fee Simple
|
4,397,256
|
|||||||||||||||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
SF
|
Fee Simple
|
4,310,468
|
||||||||||||||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
SF
|
Fee Simple
|
4,252,610
|
||||||||||||||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
Rooms
|
293,159.61
|
90,000,000
|
90,000,000
|
90,000,000
|
7.3%
|
76,454,879
|
4.30050%
|
0.01380%
|
4.28670%
|
445,410.72
|
5,344,928.64
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
Rooms
|
Fee Simple
|
54,000,000
|
|||||||||||||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
Rooms
|
Fee Simple
|
36,000,000
|
|||||||||||||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
SF
|
144.08
|
Fee Simple
|
70,000,000
|
70,000,000
|
70,000,000
|
5.7%
|
60,813,834
|
4.17650%
|
0.01380%
|
4.16270%
|
341,352.59
|
4,096,231.08
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
Units
|
140,350.88
|
Fee Simple
|
64,000,000
|
64,000,000
|
64,000,000
|
5.2%
|
64,000,000
|
4.47700%
|
0.01380%
|
4.46320%
|
242,089.63
|
2,905,075.56
|
Interest Only
|
|||||||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
SF
|
128.20
|
Fee Simple
|
62,500,000
|
62,423,745
|
62,423,745
|
5.1%
|
50,355,418
|
4.39500%
|
0.01380%
|
4.38120%
|
312,791.00
|
3,753,492.00
|
Amortizing
|
||||||||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
SF
|
104.31
|
Fee Simple
|
40,000,000
|
39,930,994
|
39,930,994
|
3.2%
|
29,204,082
|
4.35850%
|
0.01380%
|
4.34470%
|
219,132.60
|
2,629,591.20
|
Amortizing
|
||||||||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
Rooms
|
109,375.00
|
Fee Simple
|
35,000,000
|
35,000,000
|
35,000,000
|
2.8%
|
30,520,698
|
4.85000%
|
0.01380%
|
4.83620%
|
184,692.14
|
2,216,305.68
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
SF
|
48.99
|
Leasehold
|
35,000,000
|
35,000,000
|
35,000,000
|
2.8%
|
31,523,600
|
4.78300%
|
0.01380%
|
4.76920%
|
183,273.40
|
2,199,280.80
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
SF
|
Leasehold
|
33,312,500
|
|||||||||||||||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
SF
|
Leasehold
|
1,687,500
|
|||||||||||||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
Units
|
101,851.85
|
Fee Simple
|
33,000,000
|
33,000,000
|
33,000,000
|
2.7%
|
30,292,072
|
4.68500%
|
0.01380%
|
4.67120%
|
170,853.08
|
2,050,236.96
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
SF
|
171.17
|
31,750,000
|
31,750,000
|
31,750,000
|
2.6%
|
28,627,192
|
4.84000%
|
0.01380%
|
4.82620%
|
167,349.76
|
2,008,197.12
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
11.01
|
Property
|
Greendale
|
SF
|
Fee Simple
|
17,500,000
|
|
||||||||||||||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
SF
|
Fee Simple
|
6,850,000
|
|
||||||||||||||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
SF
|
Fee Simple
|
5,438,040
|
|
||||||||||||||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
SF
|
Fee Simple
|
1,961,960
|
|||||||||||||||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
Rooms
|
161,277.62
|
Fee Simple
|
31,000,000
|
30,965,304
|
30,965,304
|
2.5%
|
25,304,106
|
4.77700%
|
0.01380%
|
4.76320%
|
162,215.56
|
1,946,586.72
|
Amortizing
|
||||||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
SF
|
149.44
|
Fee Simple
|
25,200,000
|
25,200,000
|
25,200,000
|
2.0%
|
22,155,783
|
4.69000%
|
0.02380%
|
4.66620%
|
130,545.31
|
1,566,543.72
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
Units
|
122,282.61
|
Fee Simple
|
22,500,000
|
22,500,000
|
22,500,000
|
1.8%
|
20,221,562
|
4.67000%
|
0.01380%
|
4.65620%
|
116,288.14
|
1,395,457.68
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
Units
|
190,404.04
|
Fee Simple
|
18,850,000
|
18,850,000
|
18,850,000
|
1.5%
|
17,320,863
|
4.75000%
|
0.01380%
|
4.73620%
|
98,330.52
|
1,179,966.24
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
Rooms
|
72,170.11
|
Fee Simple
|
18,000,000
|
17,970,356
|
17,970,356
|
1.5%
|
13,275,485
|
4.62500%
|
0.01380%
|
4.61120%
|
101,331.23
|
1,215,974.76
|
Amortizing
|
||||||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
SF
|
130.73
|
Fee Simple
|
16,875,000
|
16,875,000
|
16,875,000
|
1.4%
|
15,444,662
|
4.50000%
|
0.01380%
|
4.48620%
|
85,503.15
|
1,026,037.80
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
Units
|
24,011.30
|
Fee Simple
|
8,467,000
|
8,451,977
|
8,451,977
|
0.7%
|
7,427,533
|
4.19500%
|
0.01380%
|
4.18120%
|
45,608.61
|
547,303.32
|
Amortizing
|
||||||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
Units
|
23,356.79
|
Fee Simple
|
8,283,000
|
8,268,304
|
8,268,304
|
0.7%
|
7,266,122
|
4.19500%
|
0.01380%
|
4.18120%
|
44,617.47
|
535,409.64
|
Amortizing
|
||||||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
SF
|
377.37
|
Fee Simple
|
14,750,000
|
14,713,589
|
14,713,589
|
1.2%
|
11,963,350
|
4.59000%
|
0.01380%
|
4.57620%
|
75,526.92
|
906,323.04
|
Amortizing
|
|||||||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
SF
|
123.80
|
Fee Simple
|
11,150,000
|
11,150,000
|
11,150,000
|
0.9%
|
10,237,466
|
4.70000%
|
0.01380%
|
4.68620%
|
57,828.12
|
693,937.44
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
SF
|
99.70
|
Fee Simple
|
2,900,000
|
2,900,000
|
2,900,000
|
0.2%
|
2,711,453
|
4.61000%
|
0.01380%
|
4.59620%
|
14,884.02
|
178,608.24
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
SF
|
118.37
|
Fee Simple
|
14,025,000
|
14,025,000
|
14,025,000
|
1.1%
|
12,291,443
|
4.55000%
|
0.01380%
|
4.53620%
|
71,479.89
|
857,758.68
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
Units
|
108,012.73
|
Fee Simple
|
13,300,000
|
13,285,566
|
13,285,566
|
1.1%
|
10,904,398
|
4.91000%
|
0.01380%
|
4.89620%
|
70,667.52
|
848,010.24
|
Amortizing
|
|||||||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
SF
|
137.09
|
Fee Simple
|
13,200,000
|
13,200,000
|
13,200,000
|
1.1%
|
10,979,841
|
4.49500%
|
0.01380%
|
4.48120%
|
66,843.25
|
802,119.00
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
Units
|
32,193.21
|
Fee Simple
|
12,330,000
|
12,330,000
|
12,330,000
|
1.0%
|
10,759,718
|
5.34000%
|
0.01380%
|
5.32620%
|
68,775.66
|
825,307.92
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
Units
|
Fee Simple
|
7,468,825
|
|||||||||||||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
Units
|
Fee Simple
|
4,861,175
|
|||||||||||||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
Units
|
61,242.99
|
Fee Simple
|
12,025,000
|
12,003,626
|
12,003,626
|
1.0%
|
10,546,705
|
4.18450%
|
0.01380%
|
4.17070%
|
64,703.78
|
776,445.36
|
Amortizing
|
|||||||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
Rooms
|
175,373.13
|
Fee Simple
|
11,750,000
|
11,750,000
|
11,750,000
|
1.0%
|
10,983,509
|
4.59000%
|
0.01380%
|
4.57620%
|
60,165.51
|
721,986.12
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
SF
|
266.52
|
Fee Simple
|
11,625,000
|
11,625,000
|
11,625,000
|
0.9%
|
10,666,861
|
4.66000%
|
0.01380%
|
4.64620%
|
60,012.47
|
720,149.64
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
SF
|
94.79
|
Fee Simple
|
11,500,000
|
11,483,923
|
11,483,923
|
0.9%
|
8,901,130
|
4.73000%
|
0.01380%
|
4.71620%
|
62,917.47
|
755,009.64
|
Amortizing
|
|||||||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
Beds
|
64,150.94
|
Fee Simple
|
10,200,000
|
10,200,000
|
10,200,000
|
0.8%
|
8,732,716
|
4.59000%
|
0.04880%
|
4.54120%
|
52,228.78
|
626,745.36
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
SF
|
23.51
|
Fee Simple
|
9,600,000
|
9,577,341
|
9,577,341
|
0.8%
|
8,827,980
|
4.81000%
|
0.01380%
|
4.79620%
|
50,425.92
|
605,111.04
|
Amortizing
|
|||||||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
SF
|
48.66
|
Fee Simple
|
8,480,000
|
8,480,000
|
8,480,000
|
0.7%
|
7,479,063
|
4.83000%
|
0.01380%
|
4.81620%
|
44,645.52
|
535,746.24
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
SF
|
182.62
|
8,300,000
|
8,280,369
|
8,280,369
|
0.7%
|
6,779,788
|
4.80000%
|
0.01380%
|
4.78620%
|
43,547.22
|
522,566.64
|
Amortizing
|
||||||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
SF
|
Fee Simple
|
4,374,843
|
|||||||||||||||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
SF
|
Fee Simple
|
3,905,526
|
||||||||||||||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
SF
|
37.80
|
8,100,000
|
8,090,539
|
8,090,539
|
0.7%
|
6,570,060
|
4.59000%
|
0.01380%
|
4.57620%
|
41,475.80
|
497,709.60
|
Amortizing
|
|||||||||||||||||||||||
35.01
|
Property
|
Western
|
SF
|
Fee Simple
|
5,473,204
|
|
||||||||||||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
SF
|
Fee Simple
|
1,572,072
|
|
||||||||||||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
SF
|
Fee Simple
|
1,045,263
|
|
CGCMT 2014-GC23 Annex A | ||||||||||||||||||||||||||||||||||||||||
Allocated Cut-off
|
Monthly
|
Annual
|
Companion Loan
|
Companion Loan
|
||||||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Unit
|
Loan Per
|
Ownership
|
Original
|
Cut-off Date
|
Date Balance
|
% of Initial
|
Balloon
|
Mortgage
|
Administrative
|
Net Mortgage
|
Debt
|
Debt
|
Monthly Debt
|
Annual Debt
|
|||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Description
|
Unit ($)
|
Interest
|
Balance ($)
|
Balance ($)
|
(multi-property)
|
Pool Balance
|
Balance ($)
|
Loan Rate (%)
|
Fee Rate (%) (1)
|
Loan Rate (%)
|
Service ($) (2)
|
Service ($)
|
Service ($)
|
Service ($)
|
Amortization Type
|
|||||||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
SF
|
46.30
|
Fee Simple
|
7,800,000
|
7,787,657
|
7,787,657
|
0.6%
|
5,801,146
|
4.85000%
|
0.01380%
|
4.83620%
|
44,918.96
|
539,027.52
|
Amortizing
|
||||||||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
SF
|
117.10
|
Fee Simple
|
7,500,000
|
7,500,000
|
7,500,000
|
0.6%
|
6,589,721
|
4.66000%
|
0.01380%
|
4.64620%
|
38,717.72
|
464,612.64
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
Units
|
55,243.11
|
Fee Simple
|
7,250,000
|
7,236,848
|
7,236,848
|
0.6%
|
6,344,717
|
4.06450%
|
0.01380%
|
4.05070%
|
38,526.84
|
462,322.08
|
Amortizing
|
|||||||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
SF
|
38.39
|
6,900,000
|
6,885,015
|
6,885,015
|
0.6%
|
5,712,261
|
5.21000%
|
0.06380%
|
5.14620%
|
37,931.29
|
455,175.48
|
Amortizing
|
|||||||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
SF
|
Fee Simple
|
4,003,786
|
|
||||||||||||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
SF
|
Fee Simple
|
2,881,229
|
|
||||||||||||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
SF
|
130.87
|
Fee Simple
|
6,500,000
|
6,485,033
|
6,485,033
|
0.5%
|
5,332,410
|
4.93000%
|
0.01380%
|
4.91620%
|
34,615.86
|
415,390.32
|
Amortizing
|
|||||||||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
SF
|
198.30
|
Fee Simple
|
6,400,000
|
6,400,000
|
6,400,000
|
0.5%
|
5,648,542
|
4.86000%
|
0.01380%
|
4.84620%
|
33,811.08
|
405,732.96
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
Units
|
27,715.12
|
Fee Simple
|
6,275,000
|
6,263,617
|
6,263,617
|
0.5%
|
5,491,461
|
4.06450%
|
0.01380%
|
4.05070%
|
33,345.65
|
400,147.80
|
Amortizing
|
|||||||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
Rooms
|
54,619.66
|
Fee Simple
|
6,125,000
|
6,117,402
|
6,117,402
|
0.5%
|
5,588,690
|
4.32000%
|
0.01380%
|
4.30620%
|
30,382.85
|
364,594.20
|
Amortizing
|
||||||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
Rooms
|
73,242.65
|
Fee Simple
|
5,800,000
|
5,786,169
|
5,786,169
|
0.5%
|
5,329,431
|
4.76000%
|
0.01380%
|
4.74620%
|
30,290.52
|
363,486.24
|
Amortizing
|
||||||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
SF
|
163.69
|
Fee Simple
|
5,775,000
|
5,775,000
|
5,775,000
|
0.5%
|
5,284,544
|
4.49000%
|
0.05880%
|
4.43120%
|
29,226.77
|
350,721.24
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
SF
|
72.56
|
Fee Simple
|
5,700,000
|
5,700,000
|
5,700,000
|
0.5%
|
5,007,050
|
4.65000%
|
0.05880%
|
4.59120%
|
29,391.30
|
352,695.60
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
SF
|
181.44
|
Fee Simple
|
5,700,000
|
5,693,698
|
5,693,698
|
0.5%
|
5,243,354
|
4.83000%
|
0.01380%
|
4.81620%
|
30,009.37
|
360,112.44
|
Amortizing
|
||||||||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
Pads
|
13,224.75
|
Fee Simple
|
5,600,000
|
5,594,070
|
5,594,070
|
0.5%
|
4,607,191
|
5.01500%
|
0.01380%
|
5.00120%
|
30,113.37
|
361,360.44
|
Amortizing
|
||||||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
Rooms
|
41,163.36
|
Fee Simple
|
5,400,000
|
5,392,400
|
5,392,400
|
0.4%
|
4,109,923
|
5.49000%
|
0.01380%
|
5.47620%
|
33,128.48
|
397,541.76
|
Amortizing
|
||||||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
SF
|
54.01
|
Fee Simple
|
5,350,000
|
5,342,328
|
5,342,328
|
0.4%
|
4,057,517
|
5.39000%
|
0.01380%
|
5.37620%
|
32,503.16
|
390,037.92
|
Amortizing
|
|||||||||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
SF
|
45.85
|
Fee Simple
|
5,347,500
|
5,341,478
|
5,341,478
|
0.4%
|
4,361,009
|
4.75000%
|
0.01380%
|
4.73620%
|
27,895.09
|
334,741.08
|
Amortizing
|
|||||||||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
Units
|
29,829.55
|
Fee Simple
|
5,250,000
|
5,250,000
|
5,250,000
|
0.4%
|
4,820,332
|
4.70000%
|
0.01380%
|
4.68620%
|
27,228.48
|
326,741.76
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
SF
|
91.15
|
Fee Simple
|
2,550,000
|
2,541,480
|
2,541,480
|
0.2%
|
2,096,922
|
5.00000%
|
0.01380%
|
4.98620%
|
13,688.95
|
164,267.40
|
Amortizing
|
||||||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
SF
|
61.84
|
Fee Simple
|
2,550,000
|
2,541,480
|
2,541,480
|
0.2%
|
2,096,922
|
5.00000%
|
0.01380%
|
4.98620%
|
13,688.95
|
164,267.40
|
Amortizing
|
||||||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
Rooms
|
60,166.94
|
Fee Simple
|
5,060,000
|
5,054,023
|
5,054,023
|
0.4%
|
4,097,246
|
4.54000%
|
0.06880%
|
4.47120%
|
25,758.68
|
309,104.16
|
Amortizing
|
|||||||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
SF
|
20.74
|
Fee Simple
|
5,025,000
|
5,017,727
|
5,017,727
|
0.4%
|
4,496,330
|
5.34000%
|
0.01380%
|
5.32620%
|
30,379.60
|
364,555.20
|
Amortizing
|
|||||||||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
SF
|
149.41
|
Fee Simple
|
5,000,000
|
5,000,000
|
5,000,000
|
0.4%
|
4,385,989
|
4.58850%
|
0.01380%
|
4.57470%
|
25,597.87
|
307,174.44
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
SF
|
71.12
|
Fee Simple
|
5,000,000
|
4,983,475
|
4,983,475
|
0.4%
|
4,118,329
|
5.05000%
|
0.01380%
|
5.03620%
|
26,994.08
|
323,928.96
|
Amortizing
|
|||||||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
Units
|
33,333.33
|
Fee Simple
|
4,800,000
|
4,800,000
|
4,800,000
|
0.4%
|
4,116,793
|
4.65700%
|
0.01380%
|
4.64320%
|
24,770.71
|
297,248.52
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
SF
|
31.53
|
Fee Simple
|
4,800,000
|
4,800,000
|
4,800,000
|
0.4%
|
4,212,621
|
4.61000%
|
0.01380%
|
4.59620%
|
24,635.62
|
295,627.44
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
Units
|
26,335.23
|
Fee Simple
|
4,635,000
|
4,635,000
|
4,635,000
|
0.4%
|
3,997,196
|
4.87000%
|
0.01380%
|
4.85620%
|
24,514.74
|
294,176.88
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
SF
|
27.13
|
Fee Simple
|
4,500,000
|
4,500,000
|
4,500,000
|
0.4%
|
4,026,951
|
4.45000%
|
0.01380%
|
4.43620%
|
22,667.34
|
272,008.08
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
SF
|
298.38
|
Fee Simple
|
4,350,000
|
4,345,539
|
4,345,539
|
0.4%
|
3,594,514
|
5.15000%
|
0.01380%
|
5.13620%
|
23,752.14
|
285,025.68
|
Amortizing
|
|||||||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
Units
|
22,609.46
|
Fee Simple
|
4,300,000
|
4,295,798
|
4,295,798
|
0.3%
|
3,575,938
|
5.35000%
|
0.01380%
|
5.33620%
|
24,011.79
|
288,141.48
|
Amortizing
|
|||||||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
SF
|
108.92
|
Fee Simple
|
4,200,000
|
4,200,000
|
4,200,000
|
0.3%
|
3,543,110
|
4.96500%
|
0.01380%
|
4.95120%
|
22,456.75
|
269,481.00
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
SF
|
89.11
|
Fee Simple
|
3,800,000
|
3,787,028
|
3,787,028
|
0.3%
|
3,114,561
|
4.90000%
|
0.01380%
|
4.88620%
|
20,167.62
|
242,011.44
|
Amortizing
|
|||||||||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
SF
|
84.25
|
Fee Simple
|
3,700,000
|
3,696,018
|
3,696,018
|
0.3%
|
3,409,618
|
4.94550%
|
0.01380%
|
4.93170%
|
19,739.34
|
236,872.08
|
Amortizing
|
|||||||||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
Beds
|
41,130.84
|
Fee Simple
|
3,500,000
|
3,496,121
|
3,496,121
|
0.3%
|
2,861,022
|
4.82000%
|
0.01380%
|
4.80620%
|
18,405.62
|
220,867.44
|
Amortizing
|
||||||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
SF
|
75.28
|
Fee Simple
|
3,450,000
|
3,446,194
|
3,446,194
|
0.3%
|
2,822,029
|
4.84000%
|
0.01380%
|
4.82620%
|
18,184.46
|
218,213.52
|
Amortizing
|
||||||||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
SF
|
74.61
|
Fee Simple
|
3,300,000
|
3,296,172
|
3,296,172
|
0.3%
|
2,679,428
|
4.62000%
|
0.01380%
|
4.60620%
|
16,956.73
|
203,480.76
|
Amortizing
|
||||||||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
Units
|
20,266.59
|
Fee Simple
|
3,250,000
|
3,242,655
|
3,242,655
|
0.3%
|
2,674,085
|
5.02000%
|
0.01380%
|
5.00620%
|
17,486.45
|
209,837.40
|
Amortizing
|
|||||||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
SF
|
119.77
|
Fee Simple
|
3,100,000
|
3,093,038
|
3,093,038
|
0.3%
|
2,553,160
|
5.05000%
|
0.01380%
|
5.03620%
|
16,736.33
|
200,835.96
|
Amortizing
|
|||||||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
SF
|
41.94
|
Fee Simple
|
2,925,000
|
2,925,000
|
2,925,000
|
0.2%
|
2,514,685
|
4.75000%
|
0.01380%
|
4.73620%
|
15,258.18
|
183,098.16
|
Interest Only, Then Amortizing
|
|||||||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
SF
|
325.46
|
Fee Simple
|
2,865,000
|
2,865,000
|
2,865,000
|
0.2%
|
2,412,321
|
4.90000%
|
0.14880%
|
4.75120%
|
15,205.32
|
182,463.84
|
Interest Only, Then Amortizing
|
||||||||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
SF
|
40.95
|
Fee Simple
|
2,600,000
|
2,594,161
|
2,594,161
|
0.2%
|
2,141,361
|
5.05000%
|
0.01380%
|
5.03620%
|
14,036.92
|
168,443.04
|
Amortizing
|
|||||||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
Pads
|
17,907.87
|
Fee Simple
|
2,527,500
|
2,525,009
|
2,525,009
|
0.2%
|
2,099,578
|
5.31500%
|
0.01380%
|
5.30120%
|
14,058.88
|
168,706.56
|
Amortizing
|
|||||||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
Rooms
|
39,018.51
|
Fee Simple
|
2,500,000
|
2,497,185
|
2,497,185
|
0.2%
|
2,296,862
|
4.75000%
|
0.01380%
|
4.73620%
|
13,041.18
|
156,494.16
|
Amortizing
|
|||||||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
SF
|
102.73
|
Fee Simple
|
2,330,000
|
2,327,547
|
2,327,547
|
0.2%
|
1,918,485
|
5.04000%
|
0.01380%
|
5.02620%
|
12,564.97
|
150,779.64
|
Amortizing
|
|||||||||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
Pads
|
21,859.65
|
Fee Simple
|
2,297,500
|
2,295,263
|
2,295,263
|
0.2%
|
1,911,537
|
5.36500%
|
0.01380%
|
5.35120%
|
12,851.02
|
154,212.24
|
Amortizing
|
|||||||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
SF
|
48.29
|
Fee Simple
|
2,200,000
|
2,194,743
|
2,194,743
|
0.2%
|
1,794,048
|
4.75000%
|
0.01380%
|
4.73620%
|
11,476.24
|
137,714.88
|
Amortizing
|
|||||||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
Units
|
48,816.12
|
Fee Simple
|
2,150,000
|
2,147,909
|
2,147,909
|
0.2%
|
1,789,098
|
5.37000%
|
0.01380%
|
5.35620%
|
12,032.68
|
144,392.16
|
Amortizing
|
|||||||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
SF
|
37.27
|
Fee Simple
|
2,100,000
|
2,096,938
|
2,096,938
|
0.2%
|
1,587,579
|
5.30000%
|
0.01380%
|
5.28620%
|
12,646.23
|
151,754.76
|
Amortizing
|
|||||||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
Units
|
38,368.16
|
Fee Simple
|
2,000,000
|
1,995,145
|
1,995,145
|
0.2%
|
1,607,908
|
5.56000%
|
0.01380%
|
5.54620%
|
11,842.67
|
142,112.04
|
Amortizing
|
Interest
|
Original
|
Remaining
|
Original Term To
|
Remaining
|
Original
|
Remaining
|
||||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Accrual
|
Interest-Only
|
Interest-Only
|
Maturity
|
Term To
|
Amortization Term
|
Amortization Term
|
Origination
|
Due
|
First
|
Last IO
|
First P&I
|
ARD
|
Final
|
||||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Method
|
Seasoning
|
Period (Mos.)
|
Period (Mos.)
|
(Mos.)
|
Maturity (Mos.)
|
(Mos.)
|
(Mos.)
|
Date
|
Date
|
Due Date
|
Due Date
|
Due Date
|
Maturity Date
|
(Yes / No)
|
Maturity Date
|
|||||||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
Actual/360
|
1
|
120
|
119
|
120
|
119
|
0
|
0
|
6/10/2014
|
6
|
8/6/2014
|
7/6/2024
|
7/6/2024
|
No
|
|||||||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
Actual/360
|
3
|
120
|
117
|
120
|
117
|
0
|
0
|
4/24/2014
|
6
|
6/6/2014
|
5/6/2024
|
5/6/2024
|
No
|
||||||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
|||||||||||||||||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
|||||||||||||||||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
|||||||||||||||||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
|||||||||||||||||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
||||||||||||||||||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
|||||||||||||||||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
|||||||||||||||||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
Actual/360
|
1
|
24
|
23
|
120
|
119
|
360
|
360
|
7/3/2014
|
6
|
8/6/2014
|
7/6/2016
|
8/6/2016
|
7/6/2024
|
No
|
|||||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
||||||||||||||||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
||||||||||||||||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
Actual/360
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
7/1/2014
|
6
|
8/6/2014
|
7/6/2017
|
8/6/2017
|
7/6/2024
|
No
|
|||||||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
Actual/360
|
1
|
120
|
119
|
120
|
119
|
0
|
0
|
6/25/2014
|
6
|
8/6/2014
|
7/6/2024
|
7/6/2024
|
No
|
|||||||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/12/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
6/10/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
Actual/360
|
1
|
30
|
29
|
120
|
119
|
360
|
360
|
6/26/2014
|
1
|
8/1/2014
|
1/1/2017
|
2/1/2017
|
7/1/2024
|
No
|
|||||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
Actual/360
|
1
|
48
|
47
|
120
|
119
|
360
|
360
|
6/20/2014
|
6
|
8/6/2014
|
7/6/2018
|
8/6/2018
|
7/6/2024
|
No
|
|||||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
||||||||||||||||||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
||||||||||||||||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
Actual/360
|
1
|
60
|
59
|
120
|
119
|
360
|
360
|
6/13/2014
|
1
|
8/1/2014
|
7/1/2019
|
8/1/2019
|
7/1/2024
|
No
|
|||||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
Actual/360
|
1
|
48
|
47
|
120
|
119
|
360
|
360
|
6/11/2014
|
6
|
8/6/2014
|
7/6/2018
|
8/6/2018
|
7/6/2024
|
No
|
|||||||||||||||||||||
11.01
|
Property
|
Greendale
|
||||||||||||||||||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
||||||||||||||||||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
||||||||||||||||||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
||||||||||||||||||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/17/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
Actual/360
|
2
|
36
|
34
|
120
|
118
|
360
|
360
|
5/9/2014
|
6
|
7/6/2014
|
6/6/2017
|
7/6/2017
|
6/6/2024
|
No
|
|||||||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
Actual/360
|
1
|
48
|
47
|
120
|
119
|
360
|
360
|
6/27/2014
|
6
|
8/6/2014
|
7/6/2018
|
8/6/2018
|
7/6/2024
|
No
|
||||||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
Actual/360
|
1
|
60
|
59
|
120
|
119
|
360
|
360
|
6/9/2014
|
6
|
8/6/2014
|
7/6/2019
|
8/6/2019
|
7/6/2024
|
No
|
||||||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
6/26/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
Actual/360
|
1
|
60
|
59
|
120
|
119
|
360
|
360
|
6/20/2014
|
6
|
8/6/2014
|
7/6/2019
|
8/6/2019
|
7/6/2024
|
No
|
|||||||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
300
|
299
|
6/26/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
||||||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
300
|
299
|
6/26/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
||||||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
5/30/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
Actual/360
|
1
|
60
|
59
|
120
|
119
|
360
|
360
|
7/2/2014
|
6
|
8/6/2014
|
7/6/2019
|
8/6/2019
|
7/6/2024
|
No
|
|||||||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
Actual/360
|
1
|
36
|
35
|
84
|
83
|
360
|
360
|
7/2/2014
|
6
|
8/6/2014
|
7/6/2017
|
8/6/2017
|
7/6/2021
|
No
|
|||||||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
Actual/360
|
2
|
36
|
34
|
120
|
118
|
360
|
360
|
6/6/2014
|
6
|
7/6/2014
|
6/6/2017
|
7/6/2017
|
6/6/2024
|
No
|
||||||||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/18/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
Actual/360
|
2
|
12
|
10
|
120
|
118
|
360
|
360
|
5/29/2014
|
6
|
7/6/2014
|
6/6/2015
|
7/6/2015
|
6/6/2024
|
No
|
|||||||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
Actual/360
|
1
|
24
|
23
|
120
|
119
|
360
|
360
|
6/19/2014
|
6
|
8/6/2014
|
7/6/2016
|
8/6/2016
|
7/6/2024
|
No
|
||||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
||||||||||||||||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
||||||||||||||||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
300
|
299
|
6/25/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
|||||||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
Actual/360
|
1
|
12
|
11
|
60
|
59
|
360
|
360
|
6/24/2014
|
5
|
8/5/2014
|
7/5/2015
|
8/5/2015
|
7/5/2019
|
No
|
|||||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
Actual/360
|
1
|
60
|
59
|
120
|
119
|
360
|
360
|
6/12/2014
|
6
|
8/6/2014
|
7/6/2019
|
8/6/2019
|
7/6/2024
|
No
|
|||||||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
324
|
323
|
6/30/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
Actual/360
|
1
|
24
|
23
|
120
|
119
|
360
|
360
|
6/25/2014
|
5
|
8/5/2014
|
7/5/2016
|
8/5/2016
|
7/5/2024
|
No
|
||||||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
Actual/360
|
2
|
0
|
0
|
60
|
58
|
360
|
358
|
5/20/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2019
|
No
|
|||||||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
Actual/360
|
2
|
36
|
34
|
120
|
118
|
360
|
360
|
6/10/2014
|
6
|
7/6/2014
|
6/6/2017
|
7/6/2017
|
6/6/2024
|
No
|
|||||||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
6/6/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
||||||||||||||||||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
|||||||||||||||||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/6/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
35.01
|
Property
|
Western
|
||||||||||||||||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
||||||||||||||||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
Interest
|
Original
|
Remaining
|
Original Term To
|
Remaining
|
Original
|
Remaining
|
||||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Accrual
|
Interest-Only
|
Interest-Only
|
Maturity
|
Term To
|
Amortization Term
|
Amortization Term
|
Origination
|
Due
|
First
|
Last IO
|
First P&I
|
ARD
|
Final
|
||||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Method
|
Seasoning
|
Period (Mos.)
|
Period (Mos.)
|
(Mos.)
|
Maturity (Mos.)
|
(Mos.)
|
(Mos.)
|
Date
|
Date
|
Due Date
|
Due Date
|
Due Date
|
Maturity Date
|
(Yes / No)
|
Maturity Date
|
|||||||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
6/12/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
Actual/360
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
6/23/2014
|
5
|
8/5/2014
|
7/5/2017
|
8/5/2017
|
7/5/2024
|
No
|
|||||||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
300
|
299
|
6/25/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
|||||||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
6/6/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
||||||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
||||||||||||||||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
||||||||||||||||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
6/5/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
Actual/360
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
6/20/2014
|
6
|
8/6/2014
|
7/6/2017
|
8/6/2017
|
7/6/2024
|
No
|
|||||||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
300
|
299
|
6/25/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
|||||||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
6/26/2014
|
5
|
8/5/2014
|
8/5/2014
|
7/5/2019
|
No
|
||||||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
Actual/360
|
2
|
0
|
0
|
60
|
58
|
360
|
358
|
5/22/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2019
|
No
|
||||||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
Actual/360
|
2
|
60
|
58
|
120
|
118
|
360
|
360
|
5/30/2014
|
6
|
7/6/2014
|
6/6/2019
|
7/6/2019
|
6/6/2024
|
No
|
|||||||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
Actual/360
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
7/2/2014
|
6
|
8/6/2014
|
7/6/2017
|
8/6/2017
|
7/6/2024
|
No
|
|||||||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
6/26/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
||||||||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/13/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
6/19/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
6/27/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/12/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
Actual/360
|
1
|
60
|
59
|
120
|
119
|
360
|
360
|
6/13/2014
|
6
|
8/6/2014
|
7/6/2019
|
8/6/2019
|
7/6/2024
|
No
|
||||||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
Actual/360
|
3
|
0
|
0
|
120
|
117
|
360
|
357
|
5/9/2014
|
6
|
6/6/2014
|
6/6/2014
|
5/6/2024
|
No
|
||||||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
Actual/360
|
3
|
0
|
0
|
120
|
117
|
360
|
357
|
5/9/2014
|
6
|
6/6/2014
|
6/6/2014
|
5/6/2024
|
No
|
||||||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/30/2014
|
5
|
8/5/2014
|
8/5/2014
|
7/5/2024
|
No
|
|||||||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
300
|
299
|
6/25/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
|||||||||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
Actual/360
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
6/10/2014
|
6
|
8/6/2014
|
7/6/2017
|
8/6/2017
|
7/6/2024
|
No
|
|||||||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
Actual/360
|
3
|
0
|
0
|
120
|
117
|
360
|
357
|
5/5/2014
|
6
|
6/6/2014
|
6/6/2014
|
5/6/2024
|
No
|
|||||||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
Actual/360
|
1
|
24
|
23
|
120
|
119
|
360
|
360
|
6/18/2014
|
6
|
8/6/2014
|
7/6/2016
|
8/6/2016
|
7/6/2024
|
No
|
||||||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
Actual/360
|
1
|
36
|
35
|
120
|
119
|
360
|
360
|
6/24/2014
|
5
|
8/5/2014
|
7/5/2017
|
8/5/2017
|
7/5/2024
|
No
|
|||||||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
Actual/360
|
2
|
24
|
22
|
120
|
118
|
360
|
360
|
6/11/2014
|
6
|
7/6/2014
|
6/6/2016
|
7/6/2016
|
6/6/2024
|
No
|
|||||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
Actual/360
|
2
|
48
|
46
|
120
|
118
|
360
|
360
|
6/4/2014
|
6
|
7/6/2014
|
6/6/2018
|
7/6/2018
|
6/6/2024
|
No
|
||||||||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/18/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/11/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
Actual/360
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
6/20/2014
|
6
|
8/6/2014
|
7/6/2015
|
8/6/2015
|
7/6/2024
|
No
|
||||||||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
Actual/360
|
3
|
0
|
0
|
120
|
117
|
360
|
357
|
5/9/2014
|
6
|
6/6/2014
|
6/6/2014
|
5/6/2024
|
No
|
|||||||||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
6/20/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
|||||||||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/12/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/6/2014
|
5
|
8/5/2014
|
8/5/2014
|
7/5/2024
|
No
|
||||||||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/18/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
||||||||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
5/9/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
6/10/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
Actual/360
|
2
|
24
|
22
|
120
|
118
|
360
|
360
|
5/28/2014
|
6
|
7/6/2014
|
6/6/2016
|
7/6/2016
|
6/6/2024
|
No
|
||||||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
Actual/360
|
1
|
12
|
11
|
120
|
119
|
360
|
360
|
6/27/2014
|
6
|
8/6/2014
|
7/6/2015
|
8/6/2015
|
7/6/2024
|
No
|
|||||||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
5/28/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/13/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
Actual/360
|
1
|
0
|
0
|
60
|
59
|
360
|
359
|
6/19/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2019
|
No
|
|||||||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/9/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/13/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
360
|
358
|
5/29/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
|||||||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
360
|
359
|
6/13/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
Actual/360
|
1
|
0
|
0
|
120
|
119
|
300
|
299
|
6/18/2014
|
6
|
8/6/2014
|
8/6/2014
|
7/6/2024
|
No
|
|||||||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
Actual/360
|
2
|
0
|
0
|
120
|
118
|
330
|
328
|
6/3/2014
|
6
|
7/6/2014
|
7/6/2014
|
6/6/2024
|
No
|
Grace
|
Grace
|
|
||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Period-
|
Period-
|
2011
|
2012
|
2013
|
2013
|
2013
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Late Fee
|
Default
|
Prepayment Provision (3)
|
NOI ($)
|
NOI ($)
|
EGI
|
Expenses
|
NOI
|
EGI (if past 2013) ($)
|
Expenses (if past 2013) ($)
|
NOI (if past 2013) ($)
|
NOI Date (if past 2013)
|
# of months
|
||||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
3
|
0
|
Lockout/25_Defeasance/92_0%/3
|
18,787,008
|
13,686,392
|
26,150,139
|
10,545,954
|
15,604,185
|
26,359,343
|
10,818,310
|
15,541,033
|
3/31/2014
|
12
|
||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
0
|
0
|
Lockout/27_Defeasance/89_0%/4
|
11,850,495
|
11,336,122
|
18,488,171
|
7,234,287
|
11,253,884
|
17,907,999
|
7,347,957
|
10,560,042
|
2/28/2014
|
12
|
|||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
6,638,764
|
5,027,685
|
7,961,499
|
3,333,213
|
4,628,285
|
7,595,628
|
3,397,055
|
4,198,573
|
2/28/2014
|
12
|
|||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
(540,043)
|
(576,564)
|
24,328
|
562,334
|
(538,006)
|
26,025
|
570,139
|
(544,114)
|
2/28/2014
|
12
|
|||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
583,401
|
1,540,760
|
3,084,456
|
973,078
|
2,111,378
|
3,088,170
|
989,113
|
2,099,057
|
2/28/2014
|
12
|
|||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
2,632,609
|
2,707,688
|
3,614,683
|
1,120,699
|
2,493,983
|
3,569,751
|
1,126,280
|
2,443,471
|
2/28/2014
|
12
|
|||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
961,834
|
928,448
|
1,348,729
|
432,122
|
916,607
|
1,290,765
|
441,546
|
849,219
|
2/28/2014
|
12
|
||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
388,024
|
515,007
|
1,129,963
|
391,274
|
738,689
|
1,126,975
|
400,087
|
726,888
|
2/28/2014
|
12
|
|||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
1,185,905
|
1,193,097
|
1,324,513
|
421,566
|
902,947
|
1,210,685
|
423,737
|
786,948
|
2/28/2014
|
12
|
|||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
3,866,418
|
24,094,608
|
12,306,860
|
11,787,748
|
26,857,630
|
14,616,843
|
12,240,787
|
5/31/2014
|
12
|
|||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
N/A
|
N/A
|
14,334,784
|
6,953,041
|
7,381,743
|
16,917,486
|
9,022,092
|
7,895,394
|
5/31/2014
|
12
|
||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
N/A
|
3,866,418
|
9,759,824
|
5,353,819
|
4,406,005
|
9,940,144
|
5,594,751
|
4,345,393
|
5/31/2014
|
12
|
||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
6,941,225
|
6,579,216
|
11,116,225
|
4,156,855
|
6,959,369
|
11,065,180
|
4,166,915
|
6,898,265
|
4/30/2014
|
12
|
|||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
0
|
0
|
Lockout/23_YM/93_0%/4
|
5,389,346
|
5,273,746
|
7,847,106
|
2,437,495
|
5,409,611
|
7,903,152
|
2,451,455
|
5,451,697
|
4/30/2014
|
12
|
||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
0
|
0
|
Lockout/25_>YM or 1%/90_0%/5
|
5,488,988
|
5,571,157
|
7,544,967
|
2,045,038
|
5,499,929
|
7,461,027
|
2,045,155
|
5,415,872
|
2/28/2014
|
12
|
|||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
15
|
0
|
Lockout/25_Defeasance/91_0%/4
|
3,576,736
|
3,710,885
|
5,087,110
|
1,236,081
|
3,851,030
|
5,093,410
|
1,241,766
|
3,851,644
|
3/31/2014
|
12
|
|||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
0
|
5
|
Lockout/25_Defeasance/91_0%/4
|
3,728,536
|
4,052,741
|
13,852,681
|
9,604,856
|
4,247,825
|
13,907,889
|
9,571,755
|
4,336,134
|
4/30/2014
|
12
|
|||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
5,540,891
|
5,824,403
|
14,775,233
|
7,655,125
|
7,120,108
|
14,919,186
|
7,649,214
|
7,269,973
|
3/31/2014
|
12
|
|||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
5,250,718
|
5,509,290
|
14,228,230
|
7,439,094
|
6,789,136
|
14,350,454
|
7,432,142
|
6,918,313
|
3/31/2014
|
12
|
||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
290,173
|
315,113
|
547,003
|
216,031
|
330,972
|
568,732
|
217,072
|
351,660
|
3/31/2014
|
12
|
||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
10
|
5
|
Lockout/25_>YM or 1%/91_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
2,812,562
|
2,881,920
|
3,516,349
|
751,895
|
2,764,454
|
3,616,706
|
757,887
|
2,858,819
|
Various
|
12
|
|||||||||||||||||
11.01
|
Property
|
Greendale
|
1,583,698
|
1,601,543
|
1,737,642
|
373,060
|
1,364,582
|
1,800,232
|
378,129
|
1,422,103
|
3/31/2014
|
12
|
||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
523,413
|
562,793
|
804,437
|
187,454
|
616,983
|
826,557
|
188,957
|
637,600
|
3/31/2014
|
12
|
||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
505,519
|
517,382
|
709,113
|
130,217
|
578,896
|
724,261
|
130,373
|
593,888
|
4/30/2014
|
12
|
||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
199,932
|
200,202
|
265,157
|
61,164
|
203,993
|
265,656
|
60,428
|
205,228
|
3/31/2014
|
12
|
||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
10,178,335
|
5,764,572
|
4,413,763
|
5/31/2014
|
7
|
|||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
2,511,475
|
2,559,839
|
3,270,054
|
622,982
|
2,647,072
|
3,279,583
|
632,885
|
2,646,698
|
2/28/2014
|
12
|
|||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,634,456
|
1,704,512
|
3,102,558
|
1,319,813
|
1,782,745
|
3,126,364
|
1,337,911
|
1,788,453
|
4/30/2014
|
12
|
||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
3
|
0
|
Lockout/25_>YM or 1%/92_0%/3
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
1,714,087
|
829,689
|
884,398
|
4/30/2014
|
12
|
||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
5 days grace, twice per 12-month period
|
0
|
Lockout/25_Defeasance/91_0%/4
|
3,031,401
|
3,037,562
|
8,491,680
|
5,697,719
|
2,793,961
|
8,589,375
|
5,775,432
|
2,813,943
|
2/28/2014
|
12
|
|||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
776,998
|
636,017
|
1,229,458
|
501,141
|
728,317
|
1,308,460
|
508,871
|
799,589
|
2/28/2014
|
12
|
|||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
0
|
0
|
Lockout/23_>YM or 1%/34_0%/3
|
479,334
|
657,059
|
2,151,099
|
1,273,520
|
877,579
|
2,272,190
|
1,300,538
|
971,652
|
5/31/2014
|
12
|
|||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
0
|
0
|
Lockout/23_>YM or 1%/34_0%/3
|
326,221
|
574,739
|
2,221,923
|
1,333,539
|
888,384
|
2,320,294
|
1,393,131
|
927,163
|
5/31/2014
|
12
|
|||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
849,615
|
N/A
|
N/A
|
N/A
|
N/A
|
559,344
|
188,255
|
371,090
|
4/30/2014
|
10
|
|||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
0
|
0
|
Lockout/25_Defeasance/55_0%/4
|
227,992
|
263,954
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
1,129,761
|
1,294,889
|
1,932,064
|
623,269
|
1,308,795
|
1,932,361
|
647,068
|
1,285,293
|
3/31/2014
|
12
|
||||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
880,923
|
1,123,910
|
3,257,438
|
1,884,310
|
1,373,128
|
3,313,173
|
1,935,733
|
1,377,441
|
5/31/2014
|
12
|
||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
0
|
0
|
Lockout/23_>YM or 1%/93_0%/4
|
1,304,540
|
1,370,829
|
1,536,185
|
660,142
|
876,043
|
1,566,688
|
676,239
|
890,449
|
2/28/2014
|
12
|
|||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
10
|
0
|
Lockout/25_Defeasance/91_0%/4
|
1,283,321
|
1,275,093
|
2,481,053
|
1,372,586
|
1,108,467
|
2,700,743
|
1,434,153
|
1,266,590
|
5/31/2014
|
12
|
||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
877,536
|
800,968
|
1,470,162
|
776,399
|
693,763
|
1,644,441
|
820,905
|
823,536
|
5/31/2014
|
12
|
||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
405,785
|
474,125
|
1,010,891
|
596,187
|
414,704
|
1,056,302
|
613,248
|
443,054
|
5/31/2014
|
12
|
||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
0
|
0
|
Lockout/23_>YM or 1%/34_0%/3
|
673,033
|
995,569
|
2,400,927
|
1,151,038
|
1,249,889
|
2,560,453
|
1,193,423
|
1,367,030
|
5/31/2014
|
12
|
||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
0
|
0
|
Lockout/25_Defeasance/28_0%/7
|
536,486
|
1,003,188
|
7,665,912
|
6,425,952
|
1,239,960
|
8,110,733
|
6,695,894
|
1,414,839
|
3/31/2014
|
12
|
|||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
636,427
|
802,331
|
1,529,134
|
624,722
|
904,412
|
1,549,900
|
653,177
|
896,723
|
2/28/2014
|
12
|
|||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
960,000
|
960,000
|
960,000
|
N/A
|
960,000
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
895,906
|
180,189
|
715,717
|
1,088,528
|
228,500
|
860,027
|
4/30/2014
|
12
|
||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
0
|
0
|
Lockout/26_Defeasance/30_0%/4
|
811,318
|
992,493
|
1,878,744
|
881,108
|
997,636
|
1,915,529
|
853,035
|
1,062,494
|
3/31/2014
|
12
|
||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
1,167,382
|
922,352
|
1,259,847
|
386,523
|
873,323
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
744,250
|
718,645
|
1,262,351
|
409,233
|
853,119
|
1,268,347
|
376,869
|
891,478
|
3/31/2014
|
12
|
|||||||||||||||||
35.01
|
Property
|
Western
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||||||
35.03
|
Property
|
Britain
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
CGCMT 2014-GC23 Annex A
|
||||||||||||||||||||||||||||||||||
Grace
|
Grace
|
|
||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Period-
|
Period-
|
2011
|
2012
|
2013
|
2013
|
2013
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
Most Recent
|
||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Late Fee
|
Default
|
Prepayment Provision (3)
|
NOI ($)
|
NOI ($)
|
EGI
|
Expenses
|
NOI
|
EGI (if past 2013) ($)
|
Expenses (if past 2013) ($)
|
NOI (if past 2013) ($)
|
NOI Date (if past 2013)
|
# of months
|
||||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
804,284
|
826,382
|
1,351,806
|
497,749
|
854,057
|
1,367,523
|
494,647
|
872,876
|
3/31/2014
|
12
|
|||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
644,804
|
961,093
|
300,438
|
660,654
|
959,913
|
295,202
|
664,712
|
3/31/2014
|
12
|
|||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
0
|
0
|
Lockout/23_>YM or 1%/34_0%/3
|
384,325
|
555,609
|
1,455,476
|
723,530
|
731,946
|
1,549,691
|
730,966
|
818,725
|
5/31/2014
|
12
|
||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
0
|
0
|
Lockout/26_Defeasance/91_0%/3
|
374,213
|
439,983
|
883,988
|
272,730
|
611,258
|
931,873
|
274,039
|
657,834
|
3/31/2014
|
12
|
|||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
222,147
|
259,200
|
481,005
|
126,223
|
354,782
|
508,343
|
127,922
|
380,421
|
3/31/2014
|
12
|
||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
152,066
|
180,783
|
402,983
|
146,507
|
256,476
|
423,530
|
146,117
|
277,413
|
3/31/2014
|
12
|
||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
320,032
|
408,621
|
872,060
|
287,306
|
584,754
|
944,853
|
275,838
|
669,014
|
4/30/2014
|
12
|
||||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
698,915
|
364,861
|
334,054
|
822,754
|
401,577
|
421,177
|
3/31/2014
|
12
|
|||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
0
|
0
|
Lockout/23_>YM or 1%/34_0%/3
|
235,789
|
621,393
|
1,697,577
|
933,402
|
764,175
|
1,712,501
|
932,875
|
779,626
|
5/31/2014
|
12
|
||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
0
|
0
|
Lockout/25_Defeasance/28_0%/7
|
486,442
|
555,098
|
2,659,796
|
1,858,239
|
801,557
|
2,745,276
|
1,908,354
|
836,922
|
4/30/2014
|
12
|
|||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
0
|
0
|
Lockout/26_Defeasance/29_0%/5
|
809,985
|
714,281
|
2,182,403
|
1,226,812
|
955,591
|
2,224,779
|
1,229,432
|
995,347
|
2/28/2014
|
12
|
|||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
0
|
0
|
Lockout/26_>YM or 1%/90_0%/4
|
364,458
|
325,174
|
634,432
|
291,598
|
342,834
|
728,325
|
290,597
|
437,728
|
3/31/2014
|
12
|
|||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
356,558
|
446,782
|
839,425
|
305,891
|
533,534
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
2
|
0
|
Lockout/25_Defeasance/31_0%/4
|
611,238
|
547,237
|
1,057,672
|
392,788
|
664,884
|
1,086,635
|
423,246
|
663,389
|
3/31/2014
|
12
|
|||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
649,816
|
658,194
|
1,501,877
|
839,855
|
662,022
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
824,410
|
728,779
|
1,834,628
|
997,717
|
836,911
|
1,883,447
|
943,380
|
940,066
|
5/31/2014
|
12
|
|||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
603,063
|
355,822
|
578,945
|
175,738
|
403,207
|
647,405
|
176,551
|
470,854
|
4/30/2014
|
12
|
||||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
0
|
0
|
Lockout/25_Defeasance/88_0%/7
|
723,616
|
661,690
|
1,005,104
|
350,656
|
654,448
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
705,617
|
757,271
|
1,223,271
|
406,489
|
816,782
|
1,239,019
|
421,167
|
817,852
|
4/30/2014
|
12
|
||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
0
|
0
|
Lockout/27_Defeasance/89_0%/4
|
252,520
|
225,424
|
382,275
|
134,444
|
247,831
|
401,838
|
141,288
|
260,550
|
3/31/2014
|
12
|
|||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
0
|
0
|
Lockout/27_Defeasance/89_0%/4
|
209,300
|
218,127
|
403,849
|
148,116
|
255,733
|
433,298
|
145,139
|
288,159
|
4/30/2014
|
12
|
|||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
362,822
|
763,953
|
2,293,745
|
1,414,102
|
879,643
|
2,330,890
|
1,425,456
|
905,434
|
4/30/2014
|
12
|
||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
0
|
0
|
Lockout/25_Defeasance/30_0%/5
|
1,040,373
|
1,305,424
|
1,620,066
|
278,280
|
1,341,786
|
1,625,513
|
279,853
|
1,345,659
|
3/31/2014
|
12
|
||||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
318,442
|
514,447
|
762,774
|
245,782
|
516,992
|
767,279
|
268,055
|
499,224
|
4/30/2014
|
12
|
|||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
0
|
0
|
Lockout/27_Defeasance/89_0%/4
|
371,896
|
377,774
|
707,951
|
243,028
|
464,924
|
711,346
|
223,655
|
487,692
|
3/31/2014
|
12
|
||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
516,158
|
436,853
|
939,799
|
440,633
|
499,166
|
952,226
|
432,886
|
519,340
|
3/31/2014
|
12
|
||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
5
|
0
|
Lockout/25_Defeasance/91_0%/4
|
722,062
|
671,068
|
1,127,487
|
450,197
|
677,290
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
420,050
|
494,840
|
1,162,911
|
419,601
|
743,309
|
1,180,693
|
454,483
|
726,210
|
4/30/2014
|
12
|
|||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
758,923
|
736,304
|
1,163,099
|
358,649
|
804,450
|
1,173,707
|
369,317
|
804,390
|
3/31/2014
|
12
|
||||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
494,930
|
38,565
|
456,365
|
484,750
|
28,775
|
455,975
|
3/31/2014
|
12
|
||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
10
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
218,516
|
1,135,917
|
682,187
|
453,729
|
1,227,521
|
739,298
|
488,222
|
4/30/2014
|
6
|
||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
10
|
0
|
Lockout/25_Defeasance/91_0%/4
|
279,876
|
523,444
|
614,714
|
131,556
|
483,158
|
629,006
|
150,874
|
478,132
|
3/31/2014
|
12
|
||||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
0
|
0
|
Lockout/27_Defeasance/89_0%/4
|
64,943
|
238,412
|
487,875
|
226,802
|
261,073
|
563,199
|
160,218
|
402,982
|
3/31/2014
|
3
|
||||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/31_0%/4
|
384,969
|
392,736
|
508,862
|
121,379
|
387,483
|
505,711
|
121,538
|
384,173
|
3/31/2014
|
12
|
||||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
140,576
|
468,335
|
238,290
|
230,045
|
601,240
|
216,232
|
385,008
|
4/30/2014
|
12
|
|||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
241,445
|
290,607
|
604,817
|
130,619
|
474,198
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
|||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
304,216
|
325,061
|
659,600
|
290,162
|
369,438
|
675,540
|
291,614
|
383,926
|
4/30/2014
|
12
|
|||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
334,794
|
N/A
|
1,104,811
|
707,478
|
397,333
|
1,114,875
|
691,300
|
423,575
|
2/28/2014
|
12
|
||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
298,475
|
300,912
|
427,800
|
87,361
|
340,439
|
440,850
|
89,304
|
351,546
|
4/30/2014
|
12
|
||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
257,554
|
272,524
|
514,955
|
205,637
|
309,318
|
518,423
|
199,224
|
319,199
|
3/31/2014
|
12
|
||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/92_0%/3
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
120,438
|
19,242
|
101,196
|
4/30/2014
|
7
|
|||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
273,013
|
258,420
|
445,519
|
167,490
|
278,030
|
441,795
|
149,787
|
292,008
|
4/30/2014
|
12
|
||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
274,601
|
269,486
|
567,961
|
268,680
|
299,281
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
0
|
0
|
Lockout/25_Defeasance/31_0%/4
|
273,548
|
318,536
|
1,342,882
|
997,249
|
345,633
|
1,384,897
|
994,249
|
390,647
|
4/30/2014
|
12
|
||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
234,664
|
78,186
|
156,478
|
232,583
|
82,253
|
150,330
|
2/28/2014
|
12
|
||||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
257,298
|
250,540
|
564,624
|
292,609
|
272,015
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
0
|
0
|
Lockout/23_>YM or 1%/93_0%/4
|
198,780
|
195,518
|
322,970
|
112,396
|
210,575
|
322,973
|
109,034
|
213,939
|
2/28/2014
|
12
|
||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
234,823
|
261,501
|
418,237
|
145,651
|
272,586
|
426,394
|
133,563
|
292,831
|
3/31/2014
|
12
|
||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
0
|
0
|
Lockout/25_Defeasance/91_0%/4
|
N/A
|
N/A
|
393,261
|
118,467
|
274,794
|
401,492
|
117,461
|
284,031
|
4/30/2014
|
12
|
||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
0
|
0
|
Lockout/26_Defeasance/90_0%/4
|
N/A
|
146,935
|
301,431
|
141,706
|
159,725
|
334,218
|
114,177
|
220,041
|
5/31/2014
|
6
|
Debt Yield on
|
Underwritten
|
Debt Yield on
|
||||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Most Recent
|
Underwritten
|
Underwritten
|
Underwritten Net
|
Underwritten Net
|
Replacement /
|
Underwritten
|
Underwritten Net
|
Underwritten NCF
|
Underwritten
|
Appraised
|
As Stabilized
|
As Stabilized
|
|||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Description
|
EGI ($)
|
Expenses ($)
|
Operating Income ($)
|
Operating Income (%)
|
FF&E Reserve ($)
|
TI / LC ($)
|
Cash Flow ($)
|
DSCR (x) (4)
|
Net Cash Flow (%)
|
Value ($)
|
Appraisal Date
|
Appraised Value ($)
|
Appraisal Date
|
|||||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
Trailing 12
|
33,930,089
|
11,657,843
|
22,272,247
|
15.9%
|
114,241
|
1,146,796
|
21,011,210
|
3.83
|
15.0%
|
515,000,000
|
5/1/2014
|
NAP
|
NAP
|
|||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
Trailing 12
|
27,283,001
|
7,205,223
|
20,077,778
|
10.2%
|
270,654
|
851,546
|
18,955,579
|
2.06
|
9.6%
|
335,300,000
|
4/3/2014
|
354,500,000
|
Various
|
||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
Trailing 12
|
9,273,835
|
3,242,279
|
6,031,556
|
101,540
|
342,249
|
5,587,768
|
105,000,000
|
4/3/2014
|
109,000,000
|
10/1/2015
|
||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
Trailing 12
|
6,983,340
|
794,194
|
6,189,147
|
47,739
|
140,576
|
6,000,832
|
86,000,000
|
4/3/2014
|
90,000,000
|
9/1/2014
|
||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
Trailing 12
|
3,191,847
|
917,535
|
2,274,312
|
36,280
|
98,930
|
2,139,102
|
61,000,000
|
4/3/2014
|
68,000,000
|
4/1/2015
|
||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
Trailing 12
|
4,135,093
|
1,110,812
|
3,024,280
|
36,085
|
120,585
|
2,867,610
|
38,500,000
|
4/3/2014
|
39,600,000
|
4/1/2015
|
||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
Trailing 12
|
1,375,685
|
405,994
|
969,691
|
16,325
|
57,330
|
896,036
|
15,200,000
|
4/3/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
Trailing 12
|
1,172,676
|
362,839
|
809,837
|
16,160
|
48,162
|
745,515
|
14,900,000
|
4/3/2014
|
16,600,000
|
10/1/2015
|
||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
Trailing 12
|
1,150,525
|
371,570
|
778,956
|
16,527
|
43,714
|
718,715
|
14,700,000
|
4/3/2014
|
16,100,000
|
4/1/2015
|
||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
Trailing 12
|
28,143,409
|
15,973,829
|
12,169,580
|
13.5%
|
1,125,736
|
0
|
11,043,844
|
2.07
|
12.3%
|
165,400,000
|
6/3/2014
|
187,400,000
|
Various
|
||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
Trailing 12
|
16,917,486
|
9,395,345
|
7,522,141
|
676,699
|
0
|
6,845,442
|
108,000,000
|
6/3/2014
|
115,000,000
|
7/1/2016
|
|||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
Trailing 12
|
11,225,923
|
6,578,484
|
4,647,439
|
449,037
|
0
|
4,198,402
|
57,400,000
|
6/3/2014
|
72,400,000
|
10/1/2016
|
|||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
Trailing 12
|
11,767,383
|
4,314,987
|
7,452,395
|
10.6%
|
154,265
|
295,522
|
7,002,608
|
1.71
|
10.0%
|
116,000,000
|
5/29/2014
|
131,000,000
|
6/1/2016
|
||||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
Trailing 12
|
7,838,449
|
2,460,161
|
5,378,288
|
8.4%
|
133,152
|
0
|
5,245,136
|
1.81
|
8.2%
|
107,190,000
|
6/6/2014
|
NAP
|
NAP
|
|||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
Trailing 12
|
8,045,929
|
2,062,333
|
5,983,596
|
9.6%
|
44,629
|
173,470
|
5,765,497
|
1.54
|
9.2%
|
96,000,000
|
4/26/2014
|
NAP
|
NAP
|
||||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
Trailing 12
|
5,125,282
|
1,323,278
|
3,802,004
|
9.5%
|
44,436
|
148,058
|
3,609,509
|
1.37
|
9.0%
|
54,455,000
|
5/1/2014
|
NAP
|
NAP
|
||||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
Trailing 12
|
13,907,889
|
9,708,276
|
4,199,613
|
12.0%
|
554,120
|
0
|
3,645,493
|
1.64
|
10.4%
|
46,900,000
|
6/2/2014
|
49,900,000
|
7/1/2016
|
||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
Trailing 12
|
14,582,625
|
9,195,408
|
5,387,217
|
15.4%
|
160,425
|
680,250
|
4,546,542
|
2.07
|
13.0%
|
52,510,000
|
5/1/2014
|
NAP
|
NAP
|
||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
Trailing 12
|
14,013,893
|
8,905,881
|
5,108,012
|
132,375
|
680,250
|
4,295,387
|
49,810,000
|
5/1/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
Trailing 12
|
568,732
|
289,527
|
279,205
|
28,050
|
0
|
251,155
|
2,700,000
|
5/1/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
Not Available
|
4,726,981
|
2,122,457
|
2,604,524
|
7.9%
|
81,000
|
0
|
2,523,524
|
1.23
|
7.6%
|
46,680,000
|
5/29/2014
|
47,220,000
|
10/29/2014
|
||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
Trailing 12
|
3,885,919
|
806,709
|
3,079,210
|
9.7%
|
35,016
|
138,608
|
2,905,586
|
1.45
|
9.2%
|
42,380,000
|
5/9/2014
|
NAP
|
NAP
|
||||||||||||||||||
11.01
|
Property
|
Greendale
|
Trailing 12
|
2,148,659
|
384,056
|
1,764,603
|
22,604
|
78,756
|
1,663,243
|
22,800,000
|
5/9/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
Trailing 12
|
798,152
|
188,444
|
609,708
|
4,983
|
22,235
|
582,490
|
9,170,000
|
5/9/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
Trailing 12
|
649,166
|
157,305
|
491,861
|
5,479
|
27,742
|
458,640
|
7,650,000
|
5/9/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
Trailing 12
|
289,942
|
76,904
|
213,038
|
1,950
|
9,876
|
201,212
|
2,760,000
|
5/9/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
Annualized
|
10,695,157
|
5,780,238
|
4,914,919
|
15.9%
|
427,806
|
0
|
4,487,112
|
2.31
|
14.5%
|
50,000,000
|
5/19/2014
|
54,700,000
|
6/1/2017
|
||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
Trailing 12
|
3,239,396
|
683,965
|
2,555,431
|
10.1%
|
75,886
|
150,120
|
2,329,426
|
1.49
|
9.2%
|
35,400,000
|
3/27/2014
|
NAP
|
NAP
|
||||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
Trailing 12
|
3,083,920
|
1,293,076
|
1,790,844
|
8.0%
|
0
|
0
|
1,790,844
|
1.28
|
8.0%
|
30,000,000
|
4/3/2014
|
NAP
|
NAP
|
|||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
Trailing 12
|
2,293,222
|
821,491
|
1,471,730
|
7.8%
|
26,087
|
6,685
|
1,438,958
|
1.22
|
7.6%
|
27,750,000
|
4/30/2014
|
NAP
|
NAP
|
|||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
Trailing 12
|
8,589,375
|
5,745,903
|
2,843,472
|
15.8%
|
343,575
|
0
|
2,499,897
|
2.06
|
13.9%
|
22,000,000
|
3/28/2014
|
30,000,000
|
4/1/2017
|
||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
Trailing 12
|
2,074,023
|
537,351
|
1,536,673
|
9.1%
|
25,816
|
64,540
|
1,446,316
|
1.41
|
8.6%
|
23,400,000
|
4/18/2014
|
NAP
|
NAP
|
||||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
Trailing 12
|
2,469,216
|
1,376,914
|
1,092,302
|
13.2%
|
86,944
|
0
|
1,005,358
|
1.90
|
12.3%
|
13,690,000
|
4/15/2014
|
NAP
|
NAP
|
||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
Trailing 12
|
2,620,771
|
1,498,258
|
1,122,513
|
13.2%
|
72,924
|
0
|
1,049,589
|
1.90
|
12.3%
|
15,260,000
|
4/15/2014
|
NAP
|
NAP
|
||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
Not Available
|
1,731,974
|
325,044
|
1,406,929
|
9.6%
|
5,849
|
17,797
|
1,383,284
|
1.53
|
9.4%
|
25,700,000
|
3/20/2014
|
NAP
|
NAP
|
|||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
Trailing 10 Annualized
|
1,323,747
|
266,169
|
1,057,578
|
9.5%
|
13,472
|
59,861
|
984,245
|
1.41
|
8.8%
|
14,700,000
|
5/1/2014
|
NAP
|
NAP
|
||||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
Not Available
|
364,684
|
87,656
|
277,028
|
9.5%
|
6,108
|
23,442
|
247,478
|
1.41
|
8.8%
|
3,900,000
|
5/21/2014
|
NAP
|
NAP
|
||||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
Trailing 12
|
2,011,127
|
670,029
|
1,341,098
|
9.6%
|
11,849
|
66,466
|
1,262,784
|
1.47
|
9.0%
|
18,700,000
|
4/17/2014
|
NAP
|
NAP
|
|||||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
Trailing 12
|
3,320,971
|
2,003,508
|
1,317,463
|
9.9%
|
36,900
|
0
|
1,280,563
|
1.51
|
9.6%
|
19,020,000
|
2/12/2014
|
NAP
|
NAP
|
|||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
Trailing 12
|
2,093,597
|
655,500
|
1,438,097
|
10.9%
|
14,444
|
87,234
|
1,336,419
|
1.67
|
10.1%
|
18,700,000
|
3/28/2014
|
NAP
|
NAP
|
||||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
Trailing 12
|
2,700,743
|
1,570,584
|
1,130,159
|
9.2%
|
95,750
|
0
|
1,034,409
|
1.25
|
8.4%
|
16,440,000
|
5/5/2014
|
NAP
|
NAP
|
|||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
Trailing 12
|
1,644,441
|
899,206
|
745,235
|
58,000
|
0
|
687,235
|
9,520,000
|
5/5/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
Trailing 12
|
1,056,302
|
671,378
|
384,924
|
37,750
|
0
|
347,174
|
6,920,000
|
5/5/2014
|
NAP
|
NAP
|
|||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
Trailing 12
|
2,657,703
|
1,374,354
|
1,283,349
|
10.7%
|
55,860
|
0
|
1,227,489
|
1.58
|
10.2%
|
19,540,000
|
4/15/2014
|
NAP
|
NAP
|
|||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
Trailing 12
|
8,118,275
|
6,698,513
|
1,419,762
|
12.1%
|
243,548
|
0
|
1,176,214
|
1.63
|
10.0%
|
17,600,000
|
5/19/2014
|
NAP
|
NAP
|
||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
Trailing 12
|
1,749,773
|
745,595
|
1,004,179
|
8.6%
|
10,470
|
68,282
|
925,426
|
1.29
|
8.0%
|
16,000,000
|
4/18/2014
|
NAP
|
NAP
|
||||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
Not Available
|
1,342,488
|
355,209
|
987,279
|
8.6%
|
24,230
|
27,602
|
935,447
|
1.24
|
8.1%
|
15,700,000
|
4/25/2014
|
NAP
|
NAP
|
|||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
Trailing 12
|
1,183,434
|
302,767
|
880,667
|
8.6%
|
13,800
|
0
|
866,867
|
1.38
|
8.5%
|
13,900,000
|
5/6/2014
|
NAP
|
NAP
|
|||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
Trailing 12
|
1,909,879
|
945,763
|
964,116
|
10.1%
|
60,358
|
0
|
903,759
|
1.49
|
9.4%
|
14,200,000
|
4/14/2014
|
NAP
|
NAP
|
|||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
Not Available
|
1,512,908
|
558,320
|
954,588
|
11.3%
|
34,736
|
125,524
|
794,328
|
1.48
|
9.4%
|
10,780,000
|
5/14/2014
|
12,500,000
|
9/1/2014
|
||||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
Not Available
|
973,615
|
91,561
|
882,054
|
10.7%
|
25,376
|
34,459
|
822,219
|
1.57
|
9.9%
|
12,500,000
|
Various
|
NAP
|
NAP
|
|||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
Not Available
|
399,000
|
11,982
|
387,018
|
9,185
|
4,446
|
373,388
|
6,700,000
|
12/19/2013
|
NAP
|
NAP
|
|||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
Not Available
|
574,615
|
79,579
|
495,036
|
16,191
|
30,013
|
448,831
|
5,800,000
|
12/20/2013
|
NAP
|
NAP
|
||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
Trailing 12
|
1,240,983
|
413,818
|
827,165
|
10.2%
|
16,784
|
0
|
810,381
|
1.63
|
10.0%
|
11,000,000
|
4/10/2014
|
NAP
|
NAP
|
||||||||||||||||||
35.01
|
Property
|
Western
|
Not Available
|
N/A
|
N/A
|
N/A
|
N/A
|
0
|
N/A
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
Not Available
|
N/A
|
N/A
|
N/A
|
N/A
|
0
|
N/A
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||||
35.03
|
Property
|
Britain
|
Not Available
|
N/A
|
N/A
|
N/A
|
N/A
|
0
|
N/A
|
NAP
|
NAP
|
NAP
|
NAP
|
CGCMT 2014-GC23 Annex A
|
||||||||||||||||||||||||||||||||||||
Debt Yield on
|
Underwritten
|
Debt Yield on
|
||||||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Most Recent
|
Underwritten
|
Underwritten
|
Underwritten Net
|
Underwritten Net
|
Replacement /
|
Underwritten
|
Underwritten Net
|
Underwritten NCF
|
Underwritten
|
Appraised
|
As Stabilized
|
As Stabilized
|
|||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Description
|
EGI ($)
|
Expenses ($)
|
Operating Income ($)
|
Operating Income (%)
|
FF&E Reserve ($)
|
TI / LC ($)
|
Cash Flow ($)
|
DSCR (x) (4)
|
Net Cash Flow (%)
|
Value ($)
|
Appraisal Date
|
Appraised Value ($)
|
Appraisal Date
|
|||||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
Trailing 12
|
1,354,064
|
486,135
|
867,929
|
11.1%
|
21,866
|
62,177
|
783,887
|
1.45
|
10.1%
|
14,000,000
|
3/1/2014
|
20,900,000
|
3/1/2017
|
||||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
Trailing 12
|
979,387
|
273,044
|
706,343
|
9.4%
|
9,608
|
9,468
|
687,268
|
1.48
|
9.2%
|
10,000,000
|
4/30/2014
|
NAP
|
NAP
|
||||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
Trailing 12
|
1,615,937
|
747,499
|
868,438
|
12.0%
|
38,383
|
0
|
830,055
|
1.80
|
11.5%
|
12,580,000
|
4/15/2014
|
NAP
|
NAP
|
|||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
Trailing 12
|
950,931
|
309,518
|
641,413
|
9.3%
|
18,616
|
0
|
622,797
|
1.37
|
9.0%
|
9,200,000
|
3/13/2014
|
9,800,000
|
Various
|
||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
Trailing 12
|
513,913
|
139,591
|
374,322
|
8,714
|
0
|
365,608
|
5,350,000
|
3/13/2014
|
5,600,000
|
4/13/2015
|
|||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
Trailing 12
|
437,018
|
169,927
|
267,092
|
9,902
|
0
|
257,189
|
3,850,000
|
3/13/2014
|
4,200,000
|
5/13/2015
|
|||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
Trailing 12
|
1,080,030
|
285,090
|
794,940
|
12.3%
|
7,433
|
64,279
|
723,228
|
1.74
|
11.2%
|
9,980,000
|
3/5/2014
|
NAP
|
NAP
|
|||||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
Trailing 12
|
966,099
|
388,138
|
577,961
|
9.0%
|
4,841
|
40,618
|
532,501
|
1.31
|
8.3%
|
8,700,000
|
6/1/2014
|
NAP
|
NAP
|
||||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
Trailing 12
|
1,758,498
|
993,191
|
765,307
|
12.2%
|
61,698
|
0
|
703,609
|
1.76
|
11.2%
|
10,160,000
|
4/15/2014
|
NAP
|
NAP
|
|||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
Trailing 12
|
2,745,276
|
1,912,052
|
833,224
|
13.6%
|
109,811
|
0
|
723,413
|
1.98
|
11.8%
|
9,400,000
|
5/7/2014
|
NAP
|
NAP
|
||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
Trailing 12
|
2,189,743
|
1,394,068
|
795,675
|
13.8%
|
87,590
|
0
|
708,085
|
1.95
|
12.2%
|
7,250,000
|
3/1/2014
|
8,750,000
|
3/1/2015
|
||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
Trailing 12
|
847,137
|
312,788
|
534,349
|
9.3%
|
4,375
|
44,398
|
485,576
|
1.38
|
8.4%
|
7,700,000
|
4/23/2014
|
8,100,000
|
5/1/2015
|
||||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
Not Available
|
831,906
|
275,831
|
556,075
|
9.8%
|
15,712
|
36,805
|
503,558
|
1.43
|
8.8%
|
7,840,000
|
5/20/2014
|
NAP
|
NAP
|
||||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
Trailing 12
|
1,063,131
|
398,321
|
664,810
|
11.7%
|
6,276
|
31,043
|
627,491
|
1.74
|
11.0%
|
9,200,000
|
4/16/2014
|
11,500,000
|
5/1/2017
|
||||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
Not Available
|
1,579,370
|
892,936
|
686,434
|
12.3%
|
21,150
|
0
|
665,284
|
1.84
|
11.9%
|
12,900,000
|
3/12/2014
|
14,900,000
|
6/12/2016
|
||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
Trailing 12
|
1,883,447
|
1,167,619
|
715,828
|
13.3%
|
88,032
|
0
|
627,796
|
1.58
|
11.6%
|
7,750,000
|
6/1/2014
|
8,100,000
|
6/1/2016
|
||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
Trailing 12
|
847,994
|
194,262
|
653,732
|
12.2%
|
19,784
|
48,348
|
585,600
|
1.50
|
11.0%
|
7,300,000
|
5/16/2014
|
NAP
|
NAP
|
|||||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
Not Available
|
923,886
|
272,672
|
651,213
|
12.2%
|
22,134
|
29,124
|
599,955
|
1.79
|
11.2%
|
7,130,000
|
3/10/2014
|
NAP
|
NAP
|
|||||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
Trailing 12
|
1,239,379
|
462,052
|
777,327
|
14.8%
|
48,400
|
0
|
728,927
|
2.23
|
13.9%
|
9,000,000
|
5/13/2014
|
NAP
|
NAP
|
|||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
Trailing 12
|
400,426
|
144,780
|
255,646
|
9.9%
|
6,177
|
0
|
249,469
|
1.50
|
9.7%
|
3,740,000
|
4/10/2014
|
NAP
|
NAP
|
||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
Trailing 12
|
433,394
|
183,801
|
249,593
|
9.9%
|
6,163
|
0
|
243,430
|
1.50
|
9.7%
|
4,000,000
|
4/10/2014
|
4,250,000
|
12/10/2015
|
||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
Trailing 12
|
2,330,890
|
1,542,032
|
788,858
|
15.6%
|
93,236
|
0
|
695,623
|
2.25
|
13.8%
|
8,200,000
|
5/14/2014
|
NAP
|
NAP
|
|||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
Trailing 12
|
1,616,240
|
358,448
|
1,257,792
|
25.1%
|
48,387
|
98,347
|
1,111,058
|
3.05
|
22.1%
|
13,100,000
|
5/27/2014
|
NAP
|
NAP
|
|||||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
Trailing 12
|
733,441
|
244,245
|
489,197
|
9.8%
|
10,263
|
28,636
|
450,298
|
1.47
|
9.0%
|
5,995,000
|
5/8/2014
|
6,915,000
|
8/1/2015
|
||||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
Trailing 12
|
707,952
|
227,438
|
480,515
|
9.6%
|
10,616
|
0
|
469,898
|
1.45
|
9.4%
|
6,930,000
|
4/10/2014
|
NAP
|
NAP
|
|||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
Trailing 12
|
985,152
|
428,517
|
556,635
|
11.6%
|
45,648
|
0
|
510,987
|
1.72
|
10.6%
|
7,500,000
|
5/6/2014
|
NAP
|
NAP
|
|||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
Not Available
|
987,319
|
420,937
|
566,382
|
11.8%
|
22,838
|
38,063
|
505,481
|
1.71
|
10.5%
|
7,570,000
|
4/22/2014
|
NAP
|
NAP
|
||||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
Trailing 12
|
1,154,671
|
683,338
|
471,334
|
10.2%
|
53,152
|
0
|
418,182
|
1.42
|
9.0%
|
6,300,000
|
11/6/2014
|
NAP
|
NAP
|
||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
Trailing 12
|
1,276,346
|
375,279
|
901,067
|
20.0%
|
44,792
|
61,804
|
794,472
|
2.92
|
17.7%
|
9,925,000
|
4/26/2014
|
NAP
|
NAP
|
|||||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
Trailing 12
|
503,905
|
56,146
|
447,759
|
10.3%
|
2,913
|
4,078
|
440,768
|
1.55
|
10.1%
|
6,600,000
|
4/8/2014
|
NAP
|
NAP
|
|||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
Annualized
|
1,227,521
|
782,293
|
445,228
|
10.4%
|
57,000
|
0
|
388,228
|
1.35
|
9.0%
|
6,120,000
|
5/21/2014
|
NAP
|
NAP
|
|||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
Trailing 12
|
635,542
|
191,466
|
444,076
|
10.6%
|
7,712
|
50,987
|
385,377
|
1.43
|
9.2%
|
5,650,000
|
3/28/2014
|
NAP
|
NAP
|
|||||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
Annualized
|
723,656
|
282,758
|
440,898
|
11.6%
|
8,499
|
35,342
|
397,057
|
1.64
|
10.5%
|
5,600,000
|
4/10/2014
|
NAP
|
NAP
|
|||||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
Trailing 12
|
575,374
|
189,333
|
386,041
|
10.4%
|
6,580
|
32,943
|
346,517
|
1.46
|
9.4%
|
5,000,000
|
5/2/2014
|
NAP
|
NAP
|
|||||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
Trailing 12
|
685,280
|
296,541
|
388,739
|
11.1%
|
12,750
|
0
|
375,989
|
1.70
|
10.8%
|
5,100,000
|
5/15/2014
|
NAP
|
NAP
|
||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
Not Available
|
624,889
|
177,882
|
447,008
|
13.0%
|
12,250
|
38,955
|
395,803
|
1.81
|
11.5%
|
4,850,000
|
5/6/2014
|
NAP
|
NAP
|
||||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
Trailing 12
|
728,537
|
325,457
|
403,080
|
12.2%
|
11,045
|
68,138
|
323,897
|
1.59
|
9.8%
|
4,550,000
|
5/19/2014
|
4,690,000
|
5/1/2015
|
||||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
Trailing 12
|
1,114,875
|
696,593
|
418,282
|
12.9%
|
49,693
|
0
|
368,589
|
1.76
|
11.4%
|
4,900,000
|
3/28/2014
|
NAP
|
NAP
|
|||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
Trailing 12
|
440,850
|
121,118
|
319,732
|
10.3%
|
3,881
|
0
|
315,851
|
1.57
|
10.2%
|
4,400,000
|
5/20/2014
|
NAP
|
NAP
|
|||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
Trailing 12
|
517,223
|
211,064
|
306,158
|
10.5%
|
6,935
|
0
|
299,223
|
1.63
|
10.2%
|
4,000,000
|
4/9/2014
|
NAP
|
NAP
|
|||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
Trailing 7
|
333,181
|
79,549
|
253,632
|
8.9%
|
1,320
|
9,938
|
242,373
|
1.33
|
8.5%
|
3,730,000
|
5/28/2014
|
3,820,000
|
12/1/2014
|
||||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
Trailing 12
|
440,270
|
181,899
|
258,371
|
10.0%
|
9,503
|
0
|
248,869
|
1.48
|
9.6%
|
3,600,000
|
4/15/2014
|
NAP
|
NAP
|
|||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
Not Available
|
558,642
|
276,860
|
281,782
|
11.2%
|
7,050
|
0
|
274,732
|
1.63
|
10.9%
|
4,060,000
|
3/26/2014
|
NAP
|
NAP
|
|||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
Trailing 12
|
1,384,897
|
1,002,975
|
381,922
|
15.3%
|
55,744
|
0
|
326,178
|
2.08
|
13.1%
|
3,800,000
|
3/13/2014
|
NAP
|
NAP
|
|||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
Trailing 12
|
309,070
|
84,355
|
224,715
|
9.7%
|
3,399
|
19,485
|
201,832
|
1.34
|
8.7%
|
3,200,000
|
5/14/2014
|
NAP
|
NAP
|
|||||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
Not Available
|
560,553
|
283,816
|
276,737
|
12.1%
|
6,600
|
0
|
270,137
|
1.75
|
11.8%
|
4,420,000
|
4/3/2014
|
NAP
|
NAP
|
|||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
Trailing 12
|
320,729
|
102,582
|
218,147
|
9.9%
|
4,545
|
0
|
213,603
|
1.55
|
9.7%
|
3,100,000
|
3/18/2014
|
NAP
|
NAP
|
|||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
Trailing 12
|
396,532
|
186,195
|
210,337
|
9.8%
|
11,000
|
0
|
199,337
|
1.38
|
9.3%
|
3,330,000
|
2/13/2014
|
NAP
|
NAP
|
|||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
Trailing 12
|
401,492
|
148,597
|
252,894
|
12.1%
|
11,252
|
0
|
241,642
|
1.59
|
11.5%
|
3,750,000
|
5/7/2014
|
NAP
|
NAP
|
|||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
Trailing 6 Annualized
|
334,700
|
142,681
|
192,019
|
9.6%
|
14,405
|
0
|
177,613
|
1.25
|
8.9%
|
2,670,000
|
3/26/2014
|
NAP
|
NAP
|
Second
|
Second
|
|||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Cut-off Date
|
LTV Ratio
|
Occupancy
|
Largest Tenant
|
Largest Tenant
|
Second
|
Largest Tenant
|
Largest Tenant
|
||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
LTV Ratio (%)
|
at Maturity / ARD (%)
|
Occupancy (%) (5)
|
Date
|
ADR ($)
|
RevPAR ($)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
|||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
27.2%
|
27.2%
|
87.1%
|
7/1/2014
|
NAP
|
NAP
|
AppNexus
|
219,105
|
2/28/2024
|
Home Depot USA Inc.
|
118,500
|
1/31/2024
|
|||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
58.8%
|
55.6%
|
85.4%
|
NAP
|
NAP
|
|||||||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
86.9%
|
3/25/2014
|
NAP
|
NAP
|
Varian Medical Systems, Inc.
|
33,349
|
11/17/2017
|
Wireless Advocates, LLC
|
23,333
|
12/31/2017
|
|||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
100.0%
|
3/25/2014
|
NAP
|
NAP
|
Amazon
|
190,956
|
8/31/2019
|
NAP
|
|||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
59.3%
|
3/25/2014
|
NAP
|
NAP
|
Clear Channel Communications
|
37,699
|
3/31/2026
|
Pacific Biomarkers
|
21,216
|
5/9/2022
|
|||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
100.0%
|
3/25/2014
|
NAP
|
NAP
|
Sound Transit
|
60,006
|
2/29/2020
|
Summit Law Group, PLLC
|
30,386
|
12/31/2022
|
|||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
88.9%
|
3/25/2014
|
NAP
|
NAP
|
Alzheimer’s Association
|
8,095
|
11/1/2019
|
National CASA Association
|
7,561
|
12/31/2015
|
||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
72.7%
|
3/25/2014
|
NAP
|
NAP
|
Floyd Pflueger & Ringer, P.S.
|
13,477
|
5/22/2021
|
Cheezburger, Inc.
|
13,144
|
1/29/2017
|
|||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
68.4%
|
3/25/2014
|
NAP
|
NAP
|
DSHS
|
14,455
|
6/30/2018
|
Prime Team Partners
|
4,364
|
10/15/2018
|
|||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
54.4%
|
40.8%
|
95.5%
|
245.39
|
234.37
|
|||||||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
95.6%
|
5/31/2014
|
259.11
|
247.81
|
NAP
|
NAP
|
||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
95.3%
|
5/31/2014
|
224.50
|
213.98
|
NAP
|
NAP
|
||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
60.3%
|
46.4%
|
93.3%
|
4/30/2014
|
NAP
|
NAP
|
Burlington Coat Factory
|
83,232
|
4/30/2025
|
JCPenney
|
80,000
|
11/30/2018
|
||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
59.7%
|
59.7%
|
98.9%
|
6/19/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
65.0%
|
52.5%
|
98.3%
|
4/17/2014
|
NAP
|
NAP
|
Wal-Mart
|
134,247
|
10/24/2020
|
Lowes
|
118,000
|
4/27/2021
|
||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
73.3%
|
53.6%
|
97.7%
|
4/16/2014
|
NAP
|
NAP
|
Lowe’s
|
131,644
|
3/31/2017
|
Kohl’s
|
86,584
|
1/31/2019
|
||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
74.6%
|
61.2%
|
76.0%
|
4/30/2014
|
114.61
|
87.12
|
NAP
|
NAP
|
||||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
66.7%
|
60.0%
|
85.1%
|
NAP
|
NAP
|
|||||||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
85.1%
|
5/30/2014
|
NAP
|
NAP
|
Internal Revenue Service
|
110,064
|
11/2/2015
|
Wells Fargo
|
109,221
|
9/30/2024
|
||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
NAP
|
NAP
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
70.7%
|
64.2%
|
83.6%
|
7/7/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
74.9%
|
67.5%
|
92.9%
|
NAP
|
NAP
|
|||||||||||||||||||||||
11.01
|
Property
|
Greendale
|
98.8%
|
5/1/2014
|
NAP
|
NAP
|
Bed Bath & Beyond
|
33,208
|
1/31/2016
|
DSW Shoe Warehouse
|
23,876
|
1/31/2016
|
||||||||||||||||||||
11.02
|
Property
|
Castleton
|
83.0%
|
5/1/2014
|
NAP
|
NAP
|
Regency
|
6,000
|
5/31/2020
|
IRC Music Store
|
4,800
|
7/31/2015
|
||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
82.5%
|
5/1/2014
|
NAP
|
NAP
|
Dollar Tree
|
10,601
|
1/31/2015
|
Rainbow
|
4,640
|
1/31/2017
|
||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
100.0%
|
5/1/2014
|
NAP
|
NAP
|
Shoe Carnival
|
10,000
|
5/31/2018
|
Juanita Taylor, DDS
|
3,000
|
7/31/2019
|
||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
61.9%
|
46.3%
|
82.6%
|
5/31/2014
|
159.96
|
132.16
|
NAP
|
NAP
|
||||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
71.2%
|
62.6%
|
96.4%
|
2/8/2014
|
NAP
|
NAP
|
Ross Dress for Less
|
29,989
|
1/31/2019
|
Stage
|
26,000
|
1/31/2019
|
||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
75.0%
|
67.4%
|
98.4%
|
5/7/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
67.9%
|
62.4%
|
94.9%
|
4/28/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
66.6%
|
44.3%
|
57.9%
|
2/28/2014
|
118.89
|
68.81
|
NAP
|
NAP
|
||||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
72.1%
|
66.0%
|
95.3%
|
3/1/2014
|
NAP
|
NAP
|
Publix Super Markets
|
38,341
|
8/1/2019
|
Jo-Ann Stores
|
36,185
|
1/31/2024
|
||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
57.8%
|
50.8%
|
93.8%
|
6/9/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
57.8%
|
50.8%
|
88.7%
|
6/9/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
57.3%
|
46.5%
|
100.0%
|
3/31/2014
|
NAP
|
NAP
|
Orchard Supply Hardware
|
38,990
|
2/28/2029
|
NAP
|
|||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
75.5%
|
69.6%
|
100.0%
|
5/31/2014
|
NAP
|
NAP
|
Marshalls
|
46,661
|
4/30/2024
|
David’s Bridal
|
10,125
|
11/30/2017
|
||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
75.5%
|
69.6%
|
100.0%
|
5/23/2014
|
NAP
|
NAP
|
Office Max
|
24,000
|
10/31/2016
|
Cricket Communications
|
5,086
|
1/31/2017
|
||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
75.0%
|
65.7%
|
98.3%
|
6/1/2014
|
NAP
|
NAP
|
Sports Authority
|
39,334
|
5/31/2016
|
Ross Dress for Less
|
25,000
|
1/31/2022
|
|||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
69.9%
|
57.3%
|
97.6%
|
5/30/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
70.6%
|
58.7%
|
100.0%
|
5/27/2014
|
NAP
|
NAP
|
Regal Cinema
|
39,660
|
12/31/2023
|
Goodwill
|
17,023
|
6/30/2024
|
||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
75.0%
|
65.4%
|
95.8%
|
NAP
|
NAP
|
||||||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
96.1%
|
5/8/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
95.4%
|
5/8/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
61.4%
|
54.0%
|
93.9%
|
6/10/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
66.8%
|
62.4%
|
66.0%
|
3/31/2014
|
251.42
|
165.94
|
NAP
|
NAP
|
||||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
72.7%
|
66.7%
|
97.6%
|
4/1/2014
|
NAP
|
NAP
|
Interplan
|
6,193
|
7/31/2019
|
John I. Haas, Inc.
|
5,445
|
7/31/2021
|
||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
73.1%
|
56.7%
|
100.0%
|
7/1/2014
|
NAP
|
NAP
|
Old Williamsburg Candle Corp.
|
121,151
|
3/31/2029
|
NAP
|
|||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
73.4%
|
62.8%
|
100.0%
|
6/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
67.4%
|
62.2%
|
83.5%
|
4/10/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
78.7%
|
59.8%
|
81.0%
|
6/25/2014
|
NAP
|
NAP
|
Big Lots
|
30,104
|
2/1/2016
|
FP Stores, Inc
|
20,000
|
3/1/2019
|
||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
66.2%
|
54.2%
|
100.0%
|
NAP
|
NAP
|
||||||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
100.0%
|
5/1/2014
|
NAP
|
NAP
|
Silver Diner
|
5,850
|
8/16/2027
|
NAP
|
||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
100.0%
|
5/1/2014
|
NAP
|
NAP
|
Savers
|
39,491
|
3/31/2023
|
NAP
|
|||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
73.6%
|
59.7%
|
84.1%
|
NAP
|
NAP
|
|||||||||||||||||||||||
35.01
|
Property
|
Western
|
85.2%
|
5/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
79.2%
|
5/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
85.9%
|
5/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
Second
|
Second
|
|||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Cut-off Date
|
LTV Ratio
|
Occupancy
|
Largest Tenant
|
Largest Tenant
|
Second
|
Largest Tenant
|
Largest Tenant
|
||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
LTV Ratio (%)
|
at Maturity / ARD (%)
|
Occupancy (%) (5)
|
Date
|
ADR ($)
|
RevPAR ($)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
|||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
55.6%
|
27.8%
|
54.0%
|
1/15/2014
|
NAP
|
NAP
|
Pennsylvania Dutch Market
|
20,000
|
11/30/2027
|
CVS
|
13,225
|
1/31/2036
|
||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
75.0%
|
65.9%
|
87.5%
|
6/18/2014
|
NAP
|
NAP
|
Publix
|
45,600
|
5/31/2031
|
AT&T ; Mobile Com
|
1,518
|
10/31/2016
|
||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
57.5%
|
50.4%
|
93.1%
|
6/10/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
74.8%
|
58.3%
|
78.5%
|
NAP
|
NAP
|
|||||||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
84.4%
|
3/31/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
71.7%
|
3/31/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
65.0%
|
53.4%
|
91.8%
|
6/4/2014
|
NAP
|
NAP
|
Timbers Bar & Grill
|
5,700
|
3/31/2020
|
Pointe of Grace Dance Center
|
3,250
|
9/15/2018
|
|||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
73.6%
|
64.9%
|
81.3%
|
6/1/2014
|
NAP
|
NAP
|
Discovery Clothing
|
6,036
|
7/31/2017
|
Sleepy’s
|
4,773
|
11/30/2019
|
||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
61.6%
|
54.0%
|
90.3%
|
6/9/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
65.1%
|
59.5%
|
67.3%
|
4/30/2014
|
97.92
|
65.93
|
NAP
|
NAP
|
||||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
79.8%
|
60.9%
|
76.2%
|
2/28/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
75.0%
|
65.2%
|
87.5%
|
5/1/2014
|
NAP
|
NAP
|
Centennial Medical Center
|
5,977
|
10/31/2023
|
Sidekicks Martial Arts
|
2,520
|
1/31/2018
|
||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
72.7%
|
63.9%
|
97.3%
|
5/1/2014
|
NAP
|
NAP
|
Food City
|
48,984
|
10/31/2033
|
Family Dollar
|
9,055
|
1/31/2022
|
||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
61.9%
|
45.6%
|
100.0%
|
3/31/2014
|
NAP
|
NAP
|
Newbridge Farmer’s Market
|
9,740
|
1/31/2017
|
WC Bergenfield, LLC
|
6,000
|
12/31/2017
|
||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
43.4%
|
30.9%
|
78.7%
|
5/6/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
69.6%
|
50.7%
|
55.0%
|
5/31/2014
|
70.44
|
38.73
|
NAP
|
NAP
|
||||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
73.2%
|
55.6%
|
89.5%
|
6/23/2014
|
NAP
|
NAP
|
StarTek
|
41,280
|
12/31/2018
|
Dollar Tree
|
16,229
|
8/31/2024
|
|||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
74.9%
|
61.2%
|
91.1%
|
5/12/2014
|
NAP
|
NAP
|
Dunham’s Athleisure Corp.
|
31,000
|
1/31/2017
|
Bed, Bath & Beyond
|
21,000
|
1/31/2018
|
|||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
58.3%
|
53.6%
|
99.4%
|
5/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
65.7%
|
52.5%
|
100.0%
|
6/19/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
65.7%
|
52.5%
|
86.6%
|
6/19/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
61.6%
|
50.0%
|
65.8%
|
4/30/2014
|
114.43
|
75.24
|
NAP
|
NAP
|
|||||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
38.3%
|
34.3%
|
85.7%
|
5/31/2014
|
NAP
|
NAP
|
K Mart
|
104,231
|
3/31/2016
|
Essex Bargain Hunt
|
38,117
|
12/31/2021
|
|||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
83.4%
|
63.4%
|
90.4%
|
5/1/2014
|
NAP
|
NAP
|
Rivercrest Realty Associates, LLC
|
12,605
|
7/31/2027
|
Capitol Financial Solutions
|
12,605
|
6/30/2017
|
||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
71.9%
|
59.4%
|
97.4%
|
6/24/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
64.0%
|
54.9%
|
86.8%
|
5/13/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
63.4%
|
55.6%
|
100.0%
|
4/30/2014
|
NAP
|
NAP
|
The Imperial Electric Company
|
83,051
|
11/30/2018
|
DataVantage
|
69,199
|
2/28/2019
|
||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
73.6%
|
63.4%
|
99.4%
|
4/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
45.3%
|
40.6%
|
89.0%
|
6/2/2014
|
NAP
|
NAP
|
Hobby Lobby
|
58,770
|
5/26/2019
|
Queen of Hearts
|
32,000
|
1/31/2024
|
|||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
65.8%
|
54.5%
|
100.0%
|
7/6/2014
|
NAP
|
NAP
|
Rite Aid
|
14,564
|
4/22/2029
|
NAP
|
|||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
70.2%
|
58.4%
|
91.6%
|
5/22/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
74.3%
|
62.7%
|
94.1%
|
6/20/2014
|
NAP
|
NAP
|
Veterans Affair Clinic
|
9,762
|
11/30/2021
|
Brazosport Regional Health System
|
4,800
|
12/31/2023
|
|||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
67.6%
|
55.6%
|
83.2%
|
5/5/2014
|
NAP
|
NAP
|
Florida Dept of Children’s Services
|
4,876
|
5/31/2019
|
ReMax Anchor Realty
|
4,250
|
3/31/2019
|
|||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
73.9%
|
68.2%
|
98.4%
|
6/16/2014
|
NAP
|
NAP
|
Piggly Wiggly Midwest
|
30,400
|
11/18/2023
|
Aurora Health Care, Inc. (Pharmacy)
|
4,026
|
11/30/2015
|
|||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
68.6%
|
56.1%
|
100.0%
|
6/1/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
||||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
71.1%
|
58.2%
|
100.0%
|
4/17/2014
|
NAP
|
NAP
|
Camden Clark Medical Center
|
7,852
|
7/21/2022
|
Med Express
|
4,974
|
7/31/2022
|
||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
72.4%
|
57.1%
|
82.3%
|
4/1/2014
|
NAP
|
NAP
|
Colpar Hobbies, Inc
|
3,273
|
1/31/2015
|
Namaste Restaurant
|
3,062
|
1/31/2016
|
||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
66.2%
|
54.6%
|
96.3%
|
5/3/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
70.3%
|
58.0%
|
77.0%
|
4/15/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
73.1%
|
62.9%
|
92.5%
|
5/8/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
75.0%
|
63.1%
|
100.0%
|
5/16/2014
|
NAP
|
NAP
|
Starbucks
|
1,798
|
2/29/2024
|
AT&T
|
1,593
|
4/30/2019
|
||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
72.1%
|
59.5%
|
70.1%
|
4/21/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
62.2%
|
51.7%
|
97.2%
|
5/6/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
65.7%
|
60.4%
|
62.3%
|
4/30/2014
|
94.79
|
59.06
|
NAP
|
NAP
|
|||||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
72.7%
|
60.0%
|
100.0%
|
6/2/2014
|
NAP
|
NAP
|
JAG Fitness
|
7,379
|
5/31/2017
|
Once Upon a Fairy Tale LLC
|
4,183
|
1/31/2018
|
|||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
51.9%
|
43.2%
|
93.3%
|
4/30/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
70.8%
|
57.9%
|
93.0%
|
4/21/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
64.5%
|
53.7%
|
97.7%
|
5/28/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
55.9%
|
42.3%
|
84.0%
|
6/24/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
|||||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
74.7%
|
60.2%
|
98.1%
|
4/24/2014
|
NAP
|
NAP
|
NAP
|
NAP
|
Third
|
Third
|
Fourth
|
Fourth
|
Fifth
|
Fifth
|
Environmental
|
Environmental
|
|||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Third
|
Largest Tenant
|
Largest Tenant
|
Fourth
|
Largest Tenant
|
Largest Tenant
|
Fifth
|
Largest Tenant
|
Largest Tenant
|
Phase I
|
Environmental
|
Phase II
|
||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Report Date
|
Phase II
|
Report Date
|
|||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
Aramis
|
90,500
|
1/31/2028
|
Converse
|
69,600
|
11/30/2019
|
NAP
|
4/23/2014
|
No
|
NAP
|
|||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
||||||||||||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
Department of Revenue
|
22,722
|
2/28/2019
|
Windstar Cruises, LLC
|
20,541
|
8/31/2020
|
General Services Administration
|
13,447
|
7/31/2019
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
NAP
|
NAP
|
NAP
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
Amnis Corporation
|
18,334
|
11/30/2021
|
Andrews Skinner, P.S.
|
6,391
|
3/6/2018
|
Gourmondo Cafe & Catering Co.
|
2,403
|
10/13/2014
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
Dept. of Labor & Industries
|
27,665
|
9/30/2017
|
Walsh Construction
|
15,338
|
7/31/2019
|
W.P.A.S., Inc.
|
4,852
|
4/30/2022
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
PerkinElmer, Inc.
|
4,765
|
5/31/2015
|
ReidPedersenMcCarthy&BallewLLP
|
4,599
|
5/29/2016
|
Nextec Corporation
|
4,205
|
12/14/2018
|
4/14/2014
|
No
|
NAP
|
||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
FXVille
|
4,135
|
10/31/2017
|
Skykick, Inc.
|
3,955
|
2/28/2017
|
Murray Dunham and Murray
|
3,058
|
3/31/2016
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
Dental Health Services
|
4,185
|
5/14/2020
|
Minar & Northey, LLP
|
3,845
|
9/14/2016
|
Marine Exchange of Puget Sound
|
3,553
|
12/31/2017
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
||||||||||||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
NAP
|
NAP
|
NAP
|
6/11/2014
|
No
|
NAP
|
||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
NAP
|
NAP
|
NAP
|
6/11/2014
|
No
|
NAP
|
||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
AMC
|
34,037
|
6/30/2029
|
CVS
|
21,325
|
3/31/2018
|
Kaplan College
|
18,274
|
11/30/2019
|
6/16/2014
|
No
|
NAP
|
||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
NAP
|
NAP
|
NAP
|
6/17/2013
|
No
|
NAP
|
|||||||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
Safeway
|
60,106
|
12/31/2019
|
Staples
|
20,000
|
2/29/2020
|
Petco
|
13,033
|
10/31/2017
|
5/1/2014
|
No
|
NAP
|
||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
Harris Teeter
|
48,800
|
4/23/2017
|
Blacklion International
|
15,000
|
2/28/2017
|
Mattress Firm
|
11,000
|
9/30/2016
|
5/20/2014
|
No
|
NAP
|
||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
NAP
|
NAP
|
NAP
|
5/23/2014
|
No
|
NAP
|
||||||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
||||||||||||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
Regency Centers Corporation
|
60,015
|
6/30/2017
|
Foley & Lardner
|
32,170
|
6/30/2022
|
The River Club
|
29,045
|
3/11/2024
|
5/6/2014
|
No
|
NAP
|
||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
NAP
|
NAP
|
NAP
|
5/6/2014
|
No
|
NAP
|
||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
NAP
|
NAP
|
NAP
|
4/11/2014
|
No
|
NAP
|
||||||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
||||||||||||||||||||||||||||
11.01
|
Property
|
Greendale
|
Casual Male
|
8,052
|
9/30/2023
|
Beauty Brands
|
6,380
|
12/31/2014
|
Lane Bryant
|
5,050
|
1/31/2023
|
5/21/2014
|
No
|
NAP
|
||||||||||||||||||
11.02
|
Property
|
Castleton
|
Eye Care Express
|
3,240
|
2/28/2022
|
Firehouse Subs
|
2,400
|
9/30/2022
|
Porter Paints
|
2,040
|
5/31/2015
|
5/21/2014
|
No
|
NAP
|
||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
rue21
|
4,500
|
1/31/2021
|
Mulamba DDS
|
3,440
|
12/31/2023
|
Check$mart
|
2,000
|
1/31/2019
|
5/23/2014
|
No
|
NAP
|
||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
NAP
|
NAP
|
NAP
|
5/21/2014
|
No
|
NAP
|
||||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
NAP
|
NAP
|
NAP
|
6/3/2014
|
No
|
NAP
|
||||||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
Cost Plus
|
18,300
|
1/31/2015
|
Books-A-Million
|
18,000
|
7/31/2015
|
Dress Barn
|
8,040
|
12/31/2018
|
4/2/2014
|
No
|
NAP
|
||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
NAP
|
NAP
|
NAP
|
4/28/2014
|
No
|
NAP
|
|||||||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
NAP
|
NAP
|
NAP
|
5/16/2014
|
No
|
NAP
|
|||||||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
NAP
|
NAP
|
NAP
|
4/11/2014
|
No
|
NAP
|
||||||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
Guitar Center
|
8,035
|
1/31/2024
|
4 Rivers Smokehouse
|
6,200
|
8/31/2023
|
Cici’s Pizza
|
5,000
|
2/28/2017
|
4/23/2014
|
No
|
NAP
|
||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
NAP
|
NAP
|
NAP
|
5/12/2014
|
No
|
NAP
|
||||||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
NAP
|
NAP
|
NAP
|
5/12/2014
|
No
|
NAP
|
||||||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
NAP
|
NAP
|
NAP
|
4/1/2014
|
No
|
NAP
|
|||||||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
Famous Footwear
|
10,000
|
1/31/2017
|
Dress Barn
|
8,125
|
12/31/2018
|
Rue21
|
7,250
|
1/31/2025
|
6/20/2014
|
No
|
NAP
|
||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
NAP
|
NAP
|
NAP
|
5/20/2014
|
No
|
NAP
|
||||||||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
Barnes & Noble
|
21,353
|
1/31/2019
|
Skechers U.S.A.
|
7,500
|
8/31/2016
|
Hallmark Showcase
|
6,790
|
2/28/2017
|
4/23/2014
|
No
|
NAP
|
|||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
NAP
|
NAP
|
NAP
|
2/18/2014
|
No
|
NAP
|
|||||||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
AutoZone
|
15,361
|
12/31/2022
|
Dollar Tree
|
10,700
|
6/30/2021
|
Sleepy’s
|
7,032
|
11/30/2014
|
4/24/2014
|
No
|
NAP
|
||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
|||||||||||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
NAP
|
NAP
|
NAP
|
5/21/2014
|
No
|
NAP
|
||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
NAP
|
NAP
|
NAP
|
5/21/2014
|
No
|
NAP
|
||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
NAP
|
NAP
|
NAP
|
5/12/2014
|
No
|
NAP
|
|||||||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
NAP
|
NAP
|
NAP
|
5/30/2014
|
No
|
NAP
|
||||||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
The Webster Group
|
3,864
|
10/31/2016
|
The Current Newspapers, Inc.
|
3,374
|
10/31/2016
|
Cortz Inc.
|
2,610
|
1/31/2017
|
4/30/2014
|
No
|
NAP
|
||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
NAP
|
NAP
|
NAP
|
5/8/2014
|
No
|
NAP
|
|||||||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
NAP
|
NAP
|
NAP
|
5/13/2014
|
No
|
NAP
|
|||||||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
NAP
|
NAP
|
NAP
|
5/21/2014
|
No
|
NAP
|
|||||||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
Univ of TX at Brownville
|
17,200
|
9/1/2016
|
Guitar Center Stores
|
13,749
|
4/1/2019
|
Harbor Freight Tools
|
12,600
|
1/1/2017
|
4/11/2014
|
No
|
NAP
|
||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
|||||||||||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
NAP
|
NAP
|
NAP
|
12/19/2013
|
No
|
NAP
|
||||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
NAP
|
NAP
|
NAP
|
12/17/2013
|
Yes
|
2/3/2014
|
|||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
||||||||||||||||||||||||||||
35.01
|
Property
|
Western
|
NAP
|
NAP
|
NAP
|
4/30/2014
|
No
|
NAP
|
||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
NAP
|
NAP
|
NAP
|
4/30/2014
|
No
|
NAP
|
||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
NAP
|
NAP
|
NAP
|
4/30/2014
|
No
|
NAP
|
Third
|
Third
|
Fourth
|
Fourth
|
Fifth
|
Fifth
|
Environmental
|
Environmental
|
|||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Third
|
Largest Tenant
|
Largest Tenant
|
Fourth
|
Largest Tenant
|
Largest Tenant
|
Fifth
|
Largest Tenant
|
Largest Tenant
|
Phase I
|
Environmental
|
Phase II
|
||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Largest Tenant
|
Sq Ft
|
Lease Expiration (6)
|
Report Date
|
Phase II
|
Report Date
|
|||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
Dollar General
|
9,987
|
10/30/2019
|
Long Meadow Wine & Liquor LI
|
7,400
|
8/30/2019
|
Fit Kids LLC
|
6,000
|
8/31/2016
|
3/11/2014
|
No
|
NAP
|
||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
Trio Martial Arts Academy
|
1,412
|
7/31/2019
|
Dollar Bee
|
1,374
|
1/31/2019
|
Bamboo Gardens
|
1,300
|
8/31/2021
|
5/6/2014
|
No
|
NAP
|
||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
NAP
|
NAP
|
NAP
|
5/12/2014
|
No
|
NAP
|
|||||||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
||||||||||||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
NAP
|
NAP
|
NAP
|
3/28/2014
|
No
|
NAP
|
||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
NAP
|
NAP
|
NAP
|
3/27/2014
|
No
|
NAP
|
||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
Southwest Bikes
|
3,120
|
8/30/2018
|
Café Burger
|
3,050
|
12/31/2019
|
Ensemble Arts Academy
|
2,450
|
9/30/2017
|
3/24/2014
|
No
|
NAP
|
|||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
U.S. Government
|
4,169
|
3/31/2015
|
Vitamin Shoppe
|
3,180
|
12/31/2023
|
Payless Shoe Store
|
2,600
|
6/30/2019
|
5/30/2014
|
No
|
NAP
|
||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
NAP
|
NAP
|
NAP
|
5/14/2014
|
No
|
NAP
|
|||||||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
NAP
|
NAP
|
NAP
|
5/16/2014
|
No
|
NAP
|
||||||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
NAP
|
NAP
|
NAP
|
3/4/2014
|
No
|
NAP
|
||||||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
JC’s Burger House
|
2,365
|
9/30/2020
|
Nom Nom’s Mexican Grill
|
2,200
|
5/31/2019
|
Sylvan Learning Center
|
2,045
|
11/30/2017
|
5/15/2014
|
No
|
NAP
|
||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
Wireless Republic (Wireless 101)
|
4,050
|
6/30/2015
|
Armenta Business Investments
|
2,300
|
8/31/2016
|
Radio Shack
|
2,077
|
3/31/2015
|
5/14/2014
|
No
|
NAP
|
||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
Jersey Glatt, Inc.
|
5,060
|
4/30/2024
|
DELI MART
|
2,500
|
4/30/2019
|
New Bridge Laundromat, LLC
|
2,400
|
8/31/2023
|
4/22/2014
|
No
|
NAP
|
||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
NAP
|
NAP
|
NAP
|
4/1/2014
|
No
|
NAP
|
||||||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
NAP
|
NAP
|
NAP
|
2/6/2014
|
No
|
NAP
|
||||||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
China Super Buffet
|
7,000
|
7/31/2017
|
Mi Patron
|
3,200
|
10/31/2018
|
Original Italian Pizza
|
3,000
|
6/30/2017
|
5/16/2014
|
No
|
NAP
|
|||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
Peebles
|
20,570
|
1/31/2018
|
Dollar Tree
|
11,237
|
8/31/2015
|
Sherwin Williams Co.
|
9,100
|
3/31/2018
|
4/3/2014
|
No
|
NAP
|
|||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
NAP
|
NAP
|
NAP
|
5/19/2014
|
No
|
NAP
|
|||||||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
NAP
|
NAP
|
NAP
|
4/17/2014
|
No
|
NAP
|
||||||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
NAP
|
NAP
|
NAP
|
4/17/2014
|
No
|
NAP
|
||||||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
NAP
|
NAP
|
NAP
|
4/9/2014
|
No
|
NAP
|
|||||||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
T.J. Maxx
|
24,000
|
1/31/2019
|
Tuesday Morning, Inc.
|
8,020
|
1/31/2017
|
Mongolian Grill Buffett
|
8,000
|
3/31/2020
|
6/6/2014
|
No
|
NAP
|
|||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
Capital Bank
|
3,960
|
12/31/2020
|
Edward Jones
|
1,093
|
11/30/2014
|
NAP
|
5/20/2014
|
No
|
NAP
|
||||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
NAP
|
NAP
|
NAP
|
4/17/2014
|
No
|
NAP
|
|||||||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
NAP
|
NAP
|
NAP
|
5/13/2014
|
No
|
NAP
|
|||||||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
NAP
|
NAP
|
NAP
|
4/30/2014
|
No
|
NAP
|
||||||||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
NAP
|
NAP
|
NAP
|
5/13/2014
|
No
|
NAP
|
||||||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
Body Plex
|
30,942
|
4/30/2017
|
Northern Tool
|
15,585
|
7/31/2024
|
Dentistry for Children
|
6,188
|
7/31/2023
|
5/2/2014
|
No
|
NAP
|
|||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
NAP
|
NAP
|
NAP
|
4/15/2014
|
No
|
NAP
|
|||||||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
NAP
|
NAP
|
NAP
|
5/27/2014
|
No
|
NAP
|
|||||||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
Texas Dow Employees Credit Union
|
4,800
|
10/26/2018
|
Another Party Place
|
3,600
|
5/15/2026
|
Lucy Ryan, MD
|
3,600
|
12/31/2015
|
12/6/2013
|
No
|
NAP
|
|||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
Center For Sight
|
3,608
|
3/7/2015
|
Joseph Whitesides, Orthodontist
|
2,603
|
12/31/2023
|
Riverchase Dermatology
|
1,987
|
9/30/2017
|
4/14/2014
|
No
|
NAP
|
|||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
Aurora Medical Group, Inc.
|
3,964
|
7/31/2015
|
Premier Studio 67 Hair Salon
|
2,046
|
6/30/2019
|
PT Plus Physical Therapy
|
1,450
|
4/30/2017
|
5/16/2014
|
No
|
NAP
|
|||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
NAP
|
NAP
|
NAP
|
5/21/2014
|
No
|
NAP
|
||||||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
Mattress Warehouse
|
4,725
|
3/31/2016
|
Rent A Center
|
4,137
|
10/31/2017
|
First Settlement Physical Therapy
|
3,306
|
3/31/2017
|
5/7/2014
|
No
|
NAP
|
||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
The Rusty Bucket
|
2,945
|
7/31/2018
|
Day At A Time
|
2,922
|
12/31/2016
|
Subway
|
2,711
|
8/31/2016
|
5/29/2014
|
No
|
NAP
|
||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
NAP
|
NAP
|
NAP
|
4/9/2014
|
No
|
NAP
|
|||||||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
NAP
|
NAP
|
NAP
|
4/22/2014
|
No
|
NAP
|
|||||||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
NAP
|
NAP
|
NAP
|
4/16/2014
|
No
|
NAP
|
|||||||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
Sally Beauty Supply
|
1,300
|
11/30/2020
|
Togo
|
1,200
|
7/31/2024
|
GNC
|
1,200
|
9/30/2023
|
6/20/2014
|
No
|
NAP
|
||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
NAP
|
NAP
|
NAP
|
4/17/2014
|
No
|
NAP
|
|||||||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
NAP
|
NAP
|
NAP
|
4/1/2014
|
No
|
NAP
|
|||||||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
NAP
|
NAP
|
NAP
|
3/26/2014
|
No
|
NAP
|
|||||||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
Jet’s Pizza
|
2,111
|
2/28/2022
|
His & Hers Styles & Cuts
|
1,773
|
7/31/2017
|
Kids Time Pediatrics of Gwinnett, LLC
|
1,681
|
2/28/2017
|
4/7/2014
|
No
|
NAP
|
|||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
NAP
|
NAP
|
NAP
|
4/1/2014
|
No
|
NAP
|
|||||||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
NAP
|
NAP
|
NAP
|
3/26/2014
|
No
|
NAP
|
|||||||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
NAP
|
NAP
|
NAP
|
3/25/2014
|
No
|
NAP
|
|||||||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
NAP
|
NAP
|
NAP
|
5/16/2014
|
No
|
NAP
|
|||||||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
NAP
|
NAP
|
NAP
|
4/3/2014
|
No
|
NAP
|
Earthquake
|
Upfront
|
|||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Engineering
|
Seismic
|
Insurance
|
Upfront RE
|
Ongoing RE
|
Insurance
|
Ongoing
|
Upfront
|
Ongoing
|
Replacement
|
Upfront
|
|||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Report Date
|
Report Date
|
PML or SEL (%)
|
Required
|
Tax Reserve ($)
|
Tax Reserve ($)
|
Reserve ($)
|
Insurance Reserve ($)
|
Replacement Reserve ($)
|
Replacement Reserve ($)
|
Reserve Caps ($)
|
TI/LC Reserve ($)
|
|||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
4/22/2014
|
NAP
|
NAP
|
No
|
903,290
|
451,645
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
No
|
154,704
|
154,704
|
178,601
|
13,739
|
0
|
22,553
|
0
|
0
|
|||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
4/14/2014
|
4/10/2014
|
5%
|
No
|
|||||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
4/11/2014
|
4/12/2014
|
6%
|
No
|
|||||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
4/11/2014
|
4/12/2014
|
6%
|
No
|
|||||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
4/14/2014
|
4/11/2014
|
13%
|
No
|
|||||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
4/9/2014
|
4/8/2014
|
11%
|
No
|
||||||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
4/9/2014
|
4/9/2014
|
11%
|
No
|
|||||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
4/9/2014
|
4/8/2014
|
11%
|
No
|
|||||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
No
|
226,294
|
226,294
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
6/11/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
6/11/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
6/18/2014
|
6/19/2014
|
7%
|
No
|
332,965
|
83,241
|
0
|
0
|
0
|
12,855
|
308,529
|
0
|
||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
6/17/2013
|
6/17/2013
|
11%
|
No
|
0
|
0
|
0
|
0
|
0
|
9,500
|
0
|
0
|
|||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
5/1/2014
|
NAP
|
NAP
|
No
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
5/13/2014
|
NAP
|
NAP
|
No
|
257,366
|
42,894
|
28,614
|
3,179
|
300,000
|
19,583
|
0
|
0
|
||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
5/22/2014
|
NAP
|
NAP
|
No
|
215,074
|
35,846
|
28,796
|
7,199
|
0
|
0
|
0
|
0
|
||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
No
|
535,506
|
102,001
|
0
|
0
|
1,446,275
|
0
|
0
|
2,500,000
|
|||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
5/6/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
5/6/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
4/11/2014
|
NAP
|
NAP
|
No
|
462,657
|
77,109
|
38,742
|
12,914
|
0
|
6,750
|
0
|
0
|
||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
No
|
65,265
|
32,632
|
17,258
|
2,465
|
0
|
2,319
|
111,292
|
0
|
|||||||||||||||||||
11.01
|
Property
|
Greendale
|
5/20/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
5/20/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
5/20/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
5/20/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
6/3/2014
|
NAP
|
NAP
|
No
|
206,805
|
41,361
|
0
|
0
|
0
|
35,154
|
0
|
0
|
||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
4/1/2014
|
NAP
|
NAP
|
No
|
183,179
|
22,897
|
0
|
0
|
0
|
6,324
|
0
|
0
|
||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
4/28/2014
|
NAP
|
NAP
|
No
|
65,249
|
20,714
|
51,832
|
6,171
|
533,600
|
0
|
0
|
0
|
|||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
5/12/2014
|
NAP
|
NAP
|
No
|
21,154
|
10,577
|
7,405
|
3,703
|
0
|
2,063
|
0
|
0
|
|||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
4/11/2014
|
NAP
|
NAP
|
No
|
230,485
|
46,097
|
7,653
|
7,653
|
0
|
0
|
0
|
0
|
||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
4/23/2014
|
NAP
|
NAP
|
No
|
139,350
|
14,746
|
12,019
|
5,724
|
0
|
2,151
|
0
|
0
|
||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
4/23/2014
|
NAP
|
NAP
|
No
|
167,582
|
23,940
|
176,046
|
14,671
|
0
|
8,800
|
0
|
0
|
||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
4/29/2014
|
NAP
|
NAP
|
No
|
159,739
|
26,623
|
177,046
|
14,754
|
0
|
8,850
|
0
|
0
|
||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
3/28/2014
|
3/29/2014
|
15%
|
No
|
112,622
|
18,770
|
3,750
|
750
|
0
|
487
|
0
|
0
|
|||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
5/19/2014
|
NAP
|
NAP
|
No
|
0
|
9,879
|
22,543
|
1,508
|
0
|
1,123
|
0
|
0
|
||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
5/20/2014
|
6/19/2014
|
18%
|
No
|
4,358
|
4,358
|
10,710
|
785
|
0
|
509
|
0
|
0
|
||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
4/15/2014
|
4/15/2014
|
9%
|
No
|
55,846
|
18,615
|
0
|
0
|
0
|
997
|
47,833
|
0
|
|||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
2/21/2014
|
NAP
|
NAP
|
No
|
0
|
13,709
|
19,878
|
4,969
|
0
|
3,588
|
0
|
0
|
|||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
4/24/2014
|
NAP
|
NAP
|
No
|
30,735
|
29,271
|
28,964
|
2,758
|
0
|
708
|
0
|
966,117
|
||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
No
|
183,986
|
26,284
|
53,936
|
17,979
|
0
|
7,979
|
0
|
0
|
||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
6/3/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
6/4/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
4/23/2014
|
NAP
|
NAP
|
No
|
183,381
|
26,197
|
113,984
|
16,148
|
0
|
4,900
|
0
|
0
|
|||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
5/27/2014
|
5/27/2014
|
8%
|
No
|
0
|
0
|
0
|
0
|
0
|
3% of Gross Income
|
0
|
0
|
||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
4/30/2014
|
NAP
|
NAP
|
No
|
127,860
|
25,572
|
2,377
|
1,188
|
0
|
873
|
0
|
0
|
||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
5/6/2014
|
NAP
|
NAP
|
No
|
15,027
|
15,027
|
0
|
0
|
0
|
1,767
|
0
|
0
|
|||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
5/13/2014
|
NAP
|
NAP
|
No
|
30,000
|
5,000
|
9,492
|
4,746
|
0
|
1,150
|
0
|
0
|
|||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
4/18/2014
|
NAP
|
NAP
|
No
|
87,909
|
13,954
|
35,274
|
5,599
|
0
|
5,030
|
0
|
0
|
|||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
4/10/2014
|
NAP
|
NAP
|
No
|
66,907
|
10,620
|
73,296
|
17,451
|
0
|
2,171
|
0
|
500,000
|
||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
No
|
29,109
|
2,646
|
0
|
0
|
0
|
1,391
|
0
|
0
|
||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
12/20/2013
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
12/19/2013
|
NAP
|
NAP
|
No
|
|||||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
No
|
66,685
|
8,336
|
8,732
|
2,183
|
0
|
1,399
|
0
|
0
|
|||||||||||||||||||
35.01
|
Property
|
Western
|
4/28/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
4/28/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
4/28/2014
|
NAP
|
NAP
|
No
|
Earthquake
|
Upfront
|
|||||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Engineering
|
Seismic
|
Insurance
|
Upfront RE
|
Ongoing RE
|
Insurance
|
Ongoing
|
Upfront
|
Ongoing
|
Replacement
|
Upfront
|
|||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Report Date
|
Report Date
|
PML or SEL (%)
|
Required
|
Tax Reserve ($)
|
Tax Reserve ($)
|
Reserve ($)
|
Insurance Reserve ($)
|
Replacement Reserve ($)
|
Replacement Reserve ($)
|
Reserve Caps ($)
|
TI/LC Reserve ($)
|
|||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
3/11/2014
|
NAP
|
NAP
|
No
|
264,161
|
22,013
|
0
|
0
|
0
|
1,822
|
0
|
0
|
||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
5/7/2014
|
NAP
|
NAP
|
No
|
71,332
|
7,926
|
5,543
|
2,772
|
0
|
800
|
28,800
|
100,000
|
||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
4/23/2014
|
NAP
|
NAP
|
No
|
108,233
|
15,462
|
60,730
|
5,504
|
0
|
3,275
|
0
|
0
|
|||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
No
|
33,136
|
4,734
|
22,135
|
3,162
|
0
|
1,551
|
0
|
0
|
|||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
3/31/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
3/27/2014
|
NAP
|
NAP
|
No
|
||||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
3/24/2014
|
NAP
|
NAP
|
No
|
18,318
|
6,908
|
2,819
|
1,343
|
0
|
619
|
0
|
0
|
|||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
5/30/2014
|
NAP
|
NAP
|
No
|
135,082
|
22,601
|
0
|
0
|
0
|
403
|
14,523
|
200,000
|
||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
4/29/2014
|
NAP
|
NAP
|
No
|
108,172
|
15,453
|
113,030
|
9,419
|
0
|
5,650
|
0
|
0
|
|||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
5/16/2014
|
NAP
|
NAP
|
No
|
41,943
|
5,243
|
8,560
|
4,280
|
0
|
4% of Gross Income
|
110,400
|
0
|
||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
3/4/2014
|
NAP
|
NAP
|
No
|
39,301
|
5,614
|
0
|
0
|
0
|
7,299
|
0
|
0
|
||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
5/13/2014
|
NAP
|
NAP
|
No
|
72,852
|
12,142
|
0
|
0
|
50,000
|
1,617
|
50,000
|
0
|
||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
5/21/2014
|
NAP
|
NAP
|
No
|
34,243
|
11,414
|
0
|
0
|
0
|
1,318
|
47,461
|
100,000
|
||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
4/21/2014
|
NAP
|
NAP
|
No
|
74,807
|
18,702
|
0
|
0
|
0
|
523
|
0
|
0
|
||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
4/1/2014
|
NAP
|
NAP
|
No
|
30,385
|
7,596
|
26,268
|
2,627
|
0
|
1,763
|
0
|
0
|
||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
2/6/2014
|
NAP
|
NAP
|
No
|
56,186
|
4,459
|
7,364
|
2,338
|
175,000
|
7,336
|
425,000
|
0
|
||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
5/14/2014
|
NAP
|
NAP
|
No
|
28,456
|
3,011
|
7,591
|
723
|
0
|
1,649
|
0
|
0
|
|||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
4/3/2014
|
NAP
|
NAP
|
No
|
78,945
|
8,772
|
9,735
|
811
|
0
|
1,845
|
0
|
0
|
|||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
5/19/2014
|
NAP
|
NAP
|
No
|
33,032
|
4,494
|
18,948
|
3,609
|
0
|
4,033
|
0
|
0
|
|||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
4/17/2014
|
NAP
|
NAP
|
No
|
1,176
|
1,120
|
866
|
825
|
0
|
515
|
0
|
0
|
||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
4/17/2014
|
NAP
|
NAP
|
No
|
1,932
|
1,840
|
707
|
674
|
0
|
514
|
0
|
0
|
||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
4/9/2014
|
NAP
|
NAP
|
No
|
45,054
|
5,006
|
24,117
|
8,039
|
7,770
|
4% of Gross Income
|
279,708
|
0
|
|||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
6/6/2014
|
NAP
|
NAP
|
No
|
85,421
|
10,169
|
9,864
|
3,131
|
0
|
4,032
|
145,160
|
350,000
|
|||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
5/20/2014
|
NAP
|
NAP
|
No
|
30,193
|
4,313
|
0
|
0
|
0
|
855
|
0
|
0
|
||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
4/17/2014
|
NAP
|
NAP
|
No
|
3,048
|
2,903
|
2,985
|
711
|
0
|
885
|
0
|
0
|
|||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
5/13/2014
|
NAP
|
NAP
|
No
|
22,349
|
3,193
|
0
|
0
|
0
|
3,806
|
0
|
0
|
|||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
4/30/2014
|
NAP
|
NAP
|
No
|
28,762
|
14,381
|
0
|
0
|
0
|
1,903
|
0
|
0
|
||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
5/13/2014
|
NAP
|
NAP
|
No
|
44,312
|
7,385
|
7,106
|
7,106
|
349,596
|
4,429
|
0
|
0
|
||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
5/2/2014
|
NAP
|
NAP
|
No
|
60,969
|
8,710
|
20,254
|
2,025
|
0
|
3,730
|
0
|
0
|
|||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
4/14/2014
|
NAP
|
NAP
|
No
|
0
|
0
|
6,406
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
5/27/2014
|
NAP
|
NAP
|
No
|
33,912
|
6,782
|
35,189
|
7,038
|
12,000
|
4,750
|
0
|
0
|
|||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
12/6/2013
|
NAP
|
NAP
|
No
|
72,283
|
7,228
|
8,318
|
4,159
|
0
|
643
|
0
|
0
|
|||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
4/14/2014
|
NAP
|
NAP
|
No
|
18,379
|
5,835
|
3,124
|
2,975
|
0
|
708
|
0
|
78,041
|
|||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
5/16/2014
|
NAP
|
NAP
|
No
|
2,296
|
2,296
|
8,392
|
932
|
0
|
731
|
26,322
|
0
|
|||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
5/20/2014
|
NAP
|
NAP
|
No
|
17,068
|
8,128
|
14,480
|
2,758
|
100,000
|
1,063
|
0
|
0
|
||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
5/7/2014
|
NAP
|
NAP
|
No
|
24,152
|
4,845
|
0
|
0
|
0
|
1,021
|
36,756
|
0
|
||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
5/29/2014
|
NAP
|
NAP
|
No
|
20,182
|
9,610
|
7,244
|
862
|
0
|
920
|
0
|
0
|
||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
4/9/2014
|
NAP
|
NAP
|
No
|
27,505
|
6,876
|
22,866
|
2,541
|
21,000
|
4,141
|
0
|
0
|
|||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
4/22/2014
|
NAP
|
NAP
|
No
|
8,824
|
2,941
|
1,890
|
900
|
35,000
|
323
|
0
|
0
|
|||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
4/16/2014
|
NAP
|
NAP
|
No
|
7,152
|
973
|
7,239
|
3,447
|
0
|
578
|
20,805
|
0
|
|||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
6/19/2014
|
6/19/2014
|
12%
|
No
|
24,959
|
3,566
|
1,671
|
167
|
0
|
110
|
5,280
|
0
|
||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
4/18/2014
|
NAP
|
NAP
|
No
|
20,520
|
3,257
|
1,992
|
949
|
0
|
792
|
0
|
0
|
|||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
4/1/2014
|
NAP
|
NAP
|
No
|
51,025
|
6,378
|
22,420
|
2,242
|
0
|
588
|
0
|
0
|
|||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
3/27/2014
|
NAP
|
NAP
|
No
|
6,230
|
5,933
|
12,920
|
947
|
0
|
4,645
|
0
|
0
|
|||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
4/7/2014
|
NAP
|
NAP
|
No
|
15,819
|
1,758
|
6,098
|
762
|
0
|
283
|
4,532
|
0
|
|||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
4/1/2014
|
4/30/2014
|
13%
|
No
|
3,042
|
1,521
|
6,708
|
745
|
11,500
|
550
|
0
|
0
|
|||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
3/26/2014
|
4/28/2014
|
2%
|
No
|
29,784
|
3,546
|
629
|
300
|
0
|
379
|
13,634
|
0
|
|||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
3/25/2014
|
NAP
|
NAP
|
No
|
33,684
|
4,583
|
8,716
|
2,767
|
0
|
979
|
0
|
0
|
|||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
5/15/2014
|
NAP
|
NAP
|
No
|
28,554
|
2,719
|
10,943
|
869
|
0
|
938
|
33,768
|
0
|
|||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
4/3/2014
|
NAP
|
NAP
|
No
|
7,733
|
1,105
|
1,820
|
910
|
0
|
1,200
|
0
|
0
|
Control
|
Loan /
|
Mortgage
|
Ongoing
|
Upfront Debt
|
Ongoing Debt
|
Upfront Deferred
|
Ongoing Deferred
|
Upfront
|
Ongoing
|
Upfront
|
Ongoing
|
|||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
TI/LC Reserve ($)
|
TI/LC Caps ($)
|
Service Reserve ($)
|
Service Reserve ($)
|
Maintenance Reserve ($)
|
Maintenance Reserve ($)
|
Environmental Reserve ($)
|
Environmental Reserve ($)
|
Other Reserve ($)
|
Other Reserve ($)
|
|||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
135,316
|
0
|
0
|
0
|
253,110
|
0
|
0
|
0
|
2,898,012
|
0
|
||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
|||||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
|||||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
|||||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
|||||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
||||||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
|||||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
|||||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2,500,000
|
0
|
||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
||||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
||||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
19,859
|
238,308
|
0
|
0
|
0
|
0
|
0
|
0
|
2,744,270
|
0
|
||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
147,449
|
0
|
||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
0
|
0
|
0
|
0
|
73,379
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
0
|
0
|
0
|
0
|
270,010
|
0
|
0
|
0
|
1,157,826
|
0
|
||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
0
|
2,500,000
|
0
|
0
|
35,000
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
||||||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
||||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
0
|
0
|
459,811
|
0
|
0
|
0
|
0
|
0
|
5,925,000
|
0
|
||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
11,593
|
0
|
0
|
0
|
106,538
|
0
|
0
|
0
|
99,207
|
0
|
||||||||||||||
11.01
|
Property
|
Greendale
|
||||||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
||||||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
||||||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
||||||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
12,495
|
449,802
|
0
|
0
|
45,060
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
0
|
0
|
0
|
0
|
9,250
|
0
|
0
|
0
|
979,432
|
0
|
|||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
5,000,000
|
0
|
||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
5,378
|
200,000
|
0
|
0
|
0
|
0
|
0
|
0
|
29,630
|
0
|
||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
0
|
0
|
0
|
0
|
404,408
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
0
|
0
|
0
|
0
|
205,937
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
0
|
0
|
0
|
0
|
7,500
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
4,988
|
160,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
1,953
|
40,000
|
0
|
0
|
13,438
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
6,667
|
240,000
|
0
|
0
|
0
|
0
|
50,000
|
0
|
40,000
|
0
|
|||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
0
|
0
|
0
|
0
|
26,250
|
0
|
0
|
0
|
30,000
|
0
|
|||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
4,012
|
200,000
|
0
|
0
|
0
|
0
|
0
|
0
|
382,574
|
0
|
||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
0
|
0
|
0
|
0
|
91,344
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
||||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
||||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
0
|
0
|
0
|
0
|
193,600
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
0
|
0
|
0
|
0
|
14,313
|
0
|
0
|
0
|
177,561
|
0
|
||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
5,417
|
260,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
0
|
0
|
0
|
0
|
9,375
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
0
|
0
|
0
|
0
|
3,638
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
10,855
|
500,000
|
0
|
0
|
50,066
|
0
|
0
|
0
|
582,065
|
0
|
||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
34.01
|
Property
|
Silver Diner
|
||||||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
|||||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
0
|
0
|
0
|
0
|
8,875
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
35.01
|
Property
|
Western
|
||||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
||||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
Control
|
Loan /
|
Mortgage
|
Ongoing
|
Upfront Debt
|
Ongoing Debt
|
Upfront Deferred
|
Ongoing Deferred
|
Upfront
|
Ongoing
|
Upfront
|
Ongoing
|
|||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
TI/LC Reserve ($)
|
TI/LC Caps ($)
|
Service Reserve ($)
|
Service Reserve ($)
|
Maintenance Reserve ($)
|
Maintenance Reserve ($)
|
Environmental Reserve ($)
|
Environmental Reserve ($)
|
Other Reserve ($)
|
Other Reserve ($)
|
|||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
4,154
|
0
|
72,909
|
0
|
53,750
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
789
|
100,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
0
|
0
|
0
|
0
|
64,185
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
0
|
0
|
0
|
0
|
7,950
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
||||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
||||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
4,476
|
125,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
2,286
|
150,000
|
0
|
0
|
0
|
0
|
0
|
0
|
42,934
|
0
|
||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
0
|
0
|
0
|
0
|
67,705
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
140,000
|
0
|
||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
1,225,000
|
0
|
||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
2,852
|
136,000
|
0
|
0
|
0
|
0
|
0
|
0
|
39,776
|
0
|
||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
0
|
100,000
|
0
|
0
|
12,650
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
1,961
|
0
|
0
|
0
|
871,746
|
0
|
1,235,069
|
0
|
12,500
|
0
|
||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
0
|
0
|
0
|
0
|
14,063
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
4,946
|
400,000
|
0
|
0
|
382,613
|
0
|
0
|
0
|
280,000
|
0
|
|||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
2,427
|
0
|
0
|
0
|
58,750
|
0
|
30,000
|
0
|
0
|
0
|
|||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
0
|
0
|
0
|
0
|
96,488
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
25,000
|
0
|
||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
150,000
|
0
|
|||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
10,081
|
0
|
0
|
0
|
74,270
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
7,083
|
255,000
|
0
|
0
|
0
|
0
|
0
|
0
|
276,058
|
0
|
||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
0
|
0
|
0
|
0
|
3,300
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
3,172
|
114,188
|
0
|
0
|
49,906
|
0
|
0
|
0
|
299,764
|
0
|
||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
0
|
0
|
0
|
0
|
250,404
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
4,167
|
150,000
|
0
|
0
|
47,630
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
0
|
0
|
0
|
0
|
97,250
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
3,750
|
120,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
4,838
|
|||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
2,945
|
120,000
|
0
|
0
|
0
|
0
|
0
|
0
|
15,610
|
0
|
|||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
4,204
|
50,000
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
0
|
0
|
0
|
0
|
166,996
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
2,480
|
119,040
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
3,682
|
132,540
|
0
|
0
|
42,281
|
0
|
0
|
0
|
4,974
|
0
|
||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
0
|
0
|
0
|
0
|
66,750
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
0
|
0
|
0
|
0
|
46,343
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
828
|
40,000
|
0
|
0
|
0
|
0
|
0
|
0
|
92,810
|
0
|
||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
0
|
0
|
0
|
0
|
23,885
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
0
|
0
|
0
|
0
|
8,750
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
125,000
|
0
|
|||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
1,888
|
120,000
|
0
|
0
|
0
|
0
|
0
|
0
|
29,377
|
0
|
|||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
0
|
0
|
0
|
0
|
9,688
|
0
|
0
|
0
|
2,510
|
2,510
|
|||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
0
|
0
|
0
|
0
|
84,663
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
0
|
0
|
0
|
0
|
116,296
|
0
|
0
|
0
|
0
|
0
|
|||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
0
|
0
|
0
|
0
|
42,663
|
0
|
0
|
0
|
0
|
0
|
Control
|
Loan /
|
Mortgage
|
Other Reserve
|
Loan
|
||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Description
|
Borrower Name
|
Carve-out Guarantor
|
Purpose
|
|||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
23rd Street Properties LLC
|
None
|
Refinance
|
||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
Unfunded Obligations
|
SREH 2014 LLC
|
Selig Family Holdings, LLC and Martin Selig
|
Refinance
|
||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
|||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
|||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
|||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
|||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
|||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
|||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
Performance Reserve
|
CHSP 31st Street LLC and CHSP 36th Street LLC
|
Chesapeake Lodging, L.P.
|
Refinance
|
||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
Unfunded Obligations
|
Chula Vista Center, LP
|
Rouse Properties, LP
|
Recapitalization
|
||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
|
Fountain Valley Senior Housing L.P.
|
David Gianulias and James C. Gianulias
|
Refinance
|
|||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
Free Rent Reserve
|
Jubilee-Clinton II LLC
|
Schottenstein Realty LLC
|
Refinance
|
||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
Northcross Land & Development, LLC
|
Riprand Count Arco
|
Refinance
|
|||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
PIP Reserve ($1,057,826); Seasonality Reserve ($100,000)
|
Knoxville Hotel XXV Owner LLC
|
David B. Pollin, Robert E. Buccini and Christopher F. Buccini
|
Acquisition
|
||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
WFC Lessee LLC
|
Rodolfo Touzet
|
Acquisition
|
|||||||||
9.01
|
Property
|
Wells Fargo Tower
|
||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
Debt Yield Holdback Reserve ($4,500,000); Outstanding Work Reserve ($1,425,000)
|
Dolce Living Rosenberg, LLC
|
Ruslan Krivoruchko
|
Refinance
|
||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
Unfunded Obligations Reserve
|
Centre West Interstate Shops, LLC
|
Craig W. Johnson and James F. Singleton
|
Refinance
|
||||||||
11.01
|
Property
|
Greendale
|
||||||||||||||
11.02
|
Property
|
Castleton
|
||||||||||||||
11.03
|
Property
|
Centre West Shops
|
||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
2400 TNWestend Avenue, LLC
|
Robert M. Rogers
|
Refinance
|
|||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
RB River IV LLC and RB River VI LLC
|
Joseph Blum
|
Refinance
|
|||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
Seventh Carr Limited Partnership
|
John E. Cowles
|
Refinance
|
||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
Additional Reserve ($370,000); New Tenants Reserve ($609,432)
|
Drayton Tower LLC and Drayton Parking Owner LLC
|
Jonathan Kully and Michael Walsdorf
|
Refinance
|
|||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
PIP Funds
|
AFP 108 Corp.
|
United Capital Corp.
|
Acquisition
|
||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
Free Rent Reserve
|
Esplanade Capital, LLC
|
Daniel Halberstein
|
Acquisition
|
||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
|
GALP Highcross Limited Partnership
|
Domenic (a.k.a “Domenico”, “Dominic”, and “Don”) Ierullo, Don Ierullo Investments Incorporated and Mervyn S. Simpson
|
Refinance
|
||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
|
GALP Waters Limited Partnership
|
Domenic (a.k.a “Domenico”, “Dominic”, and “Don”) Ierullo, Don Ierullo Investments Incorporated and Mervyn S. Simpson
|
Refinance
|
||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
401 South La Brea Ave. (LA) Owner, LLC
|
CIM Group (CA), LLC
|
Refinance
|
||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
CPC Fargo, LLC
|
Thomas C. Lund, John J. Graham and T. Chadwick Lund
|
Refinance
|
|||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
CPC Memphis Midtown, LLC
|
Core Property Capital Fund II, LP
|
Refinance
|
|||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
Unfunded Obligations
|
Promenade Modesto, LLC
|
Jonathan M. Rayden, West Valley Properties, Inc. and Guardian Equity Growth, LLC
|
Refinance
|
|||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
Condominium Assessment Reserve
|
Spring-Ridge Associates, L.P.
|
Jean Grasso
|
Refinance
|
|||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
Goodwill Funds ($314,000); Rent Reserve ($68,574)
|
Lake Shore Plaza Owner LLC
|
Richard J. Birdoff and Jay Furman
|
Refinance
|
||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
S Chase Limited Partnership and W Point Limited Partnership
|
Fabrizio Lucchese
|
Refinance
|
||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
|
2400 Hackett Limited Partnership
|
Domenic (a.k.a “Domenico”, “Dominic”, and “Don”) Ierullo, Don Ierullo Investments Incorporated and Mervyn S. Simpson
|
Refinance
|
|||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
Seasonality Reserve
|
Casa Real Estate Limited Partnership
|
Bradford J. Korzen
|
Refinance
|
||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
5185 MacArthur LLC
|
Robb Lakritz and Joshua Adler
|
Acquisition
|
|||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
MBSF Alabama, LLC
|
Yakov Shalom Fisher
|
Refinance
|
||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
Jones Place Holdings, LLC
|
Gregory Metheny and Heidi Metheny
|
Refinance
|
||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
McClanahan Storage 105, Inc.
|
Jack L. McClanahan
|
Refinance
|
||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
Outstanding TI/LC Reserve($373,065.30); Façade Repair Reserve ($170,000); Free Rent Reserve ($39,000)
|
Resaca Partners, LLC
|
Charles Christopher Rhett
|
Acquisition
|
||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
|
Joppa Mart LLC and Reston Corner, LLC
|
Richard E. Rotner
|
Acquisition
|
|||||||||
34.01
|
Property
|
Silver Diner
|
||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
|||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
All Storage, Inc.
|
Jay Schuminsky
|
Recapitalization
|
|||||||||
35.01
|
Property
|
Western
|
||||||||||||||
35.02
|
Property
|
Blackburn
|
||||||||||||||
35.03
|
Property
|
Britain
|
Control
|
Loan /
|
Mortgage
|
Other Reserve
|
Loan
|
||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Description
|
Borrower Name
|
Carve-out Guarantor
|
Purpose
|
|||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
FB Hagerstown, LLC
|
Jay Furman and Richard Birdoff
|
Refinance
|
|||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
Golden Eagle Investors, LLC
|
John C. Vick, III, Ryan P. Stahl and James L. Gissy
|
Acquisition
|
|||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
|
Roundhill I, L.P.
|
Domenic (a.k.a “Domenico”, “Dominic”, and “Don”) Ierullo, Don Ierullo Investments Incorporated and Mervyn S. Simpson
|
Refinance
|
|||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
J-Tel Brandon, LLC and Tellus Ten, LLC
|
Thomas Davis Gordon
|
Refinance
|
|||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
Tenaya Village LLC
|
Stephen Copulos
|
Acquisition
|
||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
Sleepy’s Rent Abatement ($26,251.50); Payless Shoe Store Rent Abatement ($11,282.34); Hertz Rent Abatement ($5,400.00)
|
NRF VII - Oak Lawn, LLC
|
Next Realty Fund VII, L.P.
|
Refinance
|
||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
|
GALP Bammel Limited Partnership
|
Domenic (a.k.a “Domenico”, “Dominic”, and “Don”) Ierullo, Don Ierullo Investments Incorporated and Mervyn S. Simpson
|
Recapitalization
|
|||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
PIP Reserve
|
Bluffton HIX Partners, LLC
|
Andy Chopra, Rakesh Chauhan and Manoj Chauhan
|
Acquisition
|
||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
PIP Reserve
|
HISL Holding LLC
|
Brian Patrick Martin, Neil O’Halloran, Leonard Fox and Edward Herrick
|
Acquisition
|
||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
New Tenant Reserve
|
Barclay/Texas Holdings II, L.P.
|
David S. Coia, Daniel L. Vietto, Karen Vietto, Scott T. Archer and Carol Archer
|
Refinance
|
||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
|
McDowell Corners LLC
|
Keith J. Pomeroy and Keith J. Pomeroy, Trustee of the Keith J. Pomeroy Trust of December 13, 1976, as Amended and Restated February 24, 2014
|
Acquisition
|
||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
Unfunded Obligations
|
New Bridge Shopping Center LLC
|
David Lichtenstein
|
Acquisition
|
||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
YCW - Desert View Mobile Home Park, L.L.C.
|
Dennis J. Werner, Karen Werner and Fred L. York
|
Refinance
|
|||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
Aumkar Investment LLC and Ram Hospitality, Inc.
|
Ramnikbhai Vaghani
|
Refinance
|
|||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
Reduced Rent Reserve
|
Lynchburg Partners, LLC
|
Nathan A. Shor
|
Refinance
|
|||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
Petoskey Mall Associates LLC
|
Christopher G. Brochert and Daniel L. Stern
|
Acquisition
|
||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
Fort Worth Jewel LLC
|
Victor D. Huhem
|
Refinance
|
||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
Residential Unit Capital Expenditure Deposit
|
RWV Self Storage I, LLC
|
Robert Moser and Robert Morgan
|
Acquisition
|
||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
RWV Self Storage II, LLC
|
Robert Moser and Robert Morgan
|
Acquisition
|
|||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
PIP Reserve
|
Houma HPA LLC
|
InLight Ventures I, LP
|
Acquisition
|
|||||||||
56
|
Loan
|
RMF
|
Florence Square
|
Florence Square Holdings LLC
|
Joseph Brachfeld
|
Acquisition
|
||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
Unfunded Obligations
|
Beacon Center Properties, LLC
|
Stanley Werb and J. Fielding Miller
|
Refinance
|
||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
RWV Self Storage III, LLC
|
Robert Moser and Robert Morgan
|
Acquisition
|
||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
|
SIMA/Signature Lakes, L.P.
|
Donald E. Lippman
|
Refinance
|
|||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
Existing TI/LC Reserve ($224,764); Parking Reserve ($75,000)
|
30500 Bruce Industrial, LLC
|
Peter Sullivan
|
Refinance
|
||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
Capewood, LLC
|
Swapnil Agarwal and Prashant Kothari
|
Acquisition
|
|||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
Minerva Lee’s Crossing, L.P.
|
Minerva Properties, L.L.P.
|
Refinance
|
||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
TN Rad Owner LLC
|
Michael K. Federman
|
Refinance
|
||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
Himk Corporation
|
Chowdary Yalamanchili
|
Refinance
|
||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
Rollover Reserve Excess Deposit
|
Oak Drive Business Park, LLC
|
Richard A. Clark
|
Refinance
|
|||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
Free Rent Reserve
|
North Port OMV, LLC
|
Dharma Malempati
|
Acquisition
|
|||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
Maple Grove Shopping Center, LLC
|
John L. Bernhardt
|
Refinance
|
||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
GP Dennison, LLC
|
Barrett C. Bilotta, Eamonn T. Healy and Kenneth Rubin
|
Refinance
|
|||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
Concord Stonebridge SPE, LLC and Tall Pine Stonebridge SPE, LLC
|
Ron L. Turner, Jr., C. Lee Wooddall, John H. Irby and Jeffery A. Watson
|
Acquisition
|
|||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
Free Rent Reserve
|
Mission Trace Investments II LLC
|
Francis Greenburger
|
Refinance
|
||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
MIMG XXXIX Concorde Club, LLC
|
C. Robert Nicolls, II
|
Refinance
|
||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
872 Ethan Allen Highway LLC
|
Robert Moser and Robert Morgan
|
Acquisition
|
||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
RMG Storage Partners, LLLP
|
Richard M. Graham and Walter E. Graham
|
Acquisition
|
||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
Togo Reserve
|
Marquee-Brawley, LLC
|
Shahriar Pourteymour and Shahriar and Maria T. Pourteymour as Trustees of the Pourteymour Family Trust dated March 1, 2007
|
Refinance
|
||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
RWV Self Storage IV, LLC
|
Robert Moser and Robert Morgan
|
Acquisition
|
||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
Evergreen Mobile Home Park, LLC
|
Dennis J. Werner, Karen Werner and Fred L. York
|
Refinance
|
||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
Capital Improvement Reserve (Upfront: $100,000; Monthly: 50% of Excess Cash Flow); Seasonality Deposit (Upfront: $25,000; Monthly: $2,777.78)
|
Village Park Hospitality, LLC
|
Brian Coryat
|
Refinance
|
|||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
Free Rent Reserve
|
Sugarloaf Walk Shopping Center LLC
|
Michael Ainbinder and Jon Ainbinder
|
Refinance
|
|||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
Nevada Water Reserve
|
CW - Country Terrace, L.L.C.
|
Dennis J. Werner, Karen Werner and Fred L. York
|
Refinance
|
|||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
Herriman Self Storage & Moving, LLC
|
Briant A. Buckwalter
|
Acquisition
|
||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
GPP Cedar Ridge LLC
|
Stan Smith
|
Refinance
|
||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
Storage Mall Dewitt, LLC
|
Patrick Bailey
|
Refinance
|
||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
TVAI, LLC
|
Kurtis P. Keeney, Nathaniel G. Smith and Dennis R. Williams
|
Refinance
|
Control
|
Loan /
|
Mortgage
|
Loan Amount
|
Principal’s New Cash
|
|
Principal Equity
|
Cash
|
|||||||||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
(sources)
|
Contribution (7)
|
Debt
|
Other Sources
|
Total Sources
|
Loan Payoff
|
Purchase Price
|
Closing Costs
|
Reserves
|
Distribution
|
Other Uses
|
Total Uses
|
Lockbox
|
Management
|
|||||||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
140,000,000
|
0
|
0
|
100,000
|
140,100,000
|
57,008,517
|
0
|
5,964,046
|
903,290
|
76,224,148
|
0
|
140,100,000
|
Springing
|
Springing
|
|||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
197,000,000
|
1,219,280
|
0
|
0
|
198,219,280
|
193,987,842
|
0
|
747,011
|
3,484,427
|
0
|
0
|
198,219,280
|
Hard
|
In Place
|
||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
|||||||||||||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
|||||||||||||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
|||||||||||||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
|||||||||||||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
||||||||||||||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
|||||||||||||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
|||||||||||||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
90,000,000
|
0
|
0
|
0
|
90,000,000
|
60,011,467
|
0
|
1,385,698
|
2,726,294
|
25,876,541
|
0
|
90,000,000
|
Hard
|
In Place
|
||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
||||||||||||||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
||||||||||||||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
70,000,000
|
0
|
0
|
0
|
70,000,000
|
55,074,748
|
0
|
467,496
|
3,077,235
|
11,380,521
|
0
|
70,000,000
|
Hard
|
Springing
|
||||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
64,000,000
|
0
|
0
|
0
|
64,000,000
|
62,496,351
|
0
|
692,754
|
0
|
810,895
|
0
|
64,000,000
|
Soft
|
Springing
|
|||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
62,500,000
|
0
|
0
|
0
|
62,500,000
|
32,048,179
|
0
|
991,169
|
147,449
|
29,313,203
|
0
|
62,500,000
|
Springing
|
Springing
|
||||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
40,000,000
|
0
|
0
|
0
|
40,000,000
|
22,530,529
|
0
|
393,319
|
659,359
|
16,416,793
|
0
|
40,000,000
|
Hard
|
In Place
|
||||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
35,000,000
|
8,275,394
|
0
|
1,344,262
|
44,619,656
|
0
|
40,600,000
|
1,003,688
|
1,671,706
|
0
|
1,344,262
|
44,619,656
|
Hard
|
Springing
|
||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
35,000,000
|
17,644,693
|
0
|
0
|
52,644,693
|
0
|
47,000,000
|
1,127,912
|
4,516,781
|
0
|
0
|
52,644,693
|
Hard
|
Springing
|
||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
||||||||||||||||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
||||||||||||||||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
33,000,000
|
0
|
0
|
0
|
33,000,000
|
18,922,622
|
0
|
1,009,547
|
6,886,210
|
6,181,622
|
0
|
33,000,000
|
Soft
|
Springing
|
||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
31,750,000
|
0
|
0
|
90,000
|
31,840,000
|
30,997,237
|
0
|
453,526
|
288,268
|
100,968
|
0
|
31,840,000
|
Hard
|
Springing
|
||||||||||||||||||
11.01
|
Property
|
Greendale
|
||||||||||||||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
||||||||||||||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
||||||||||||||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
||||||||||||||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
31,000,000
|
0
|
0
|
0
|
31,000,000
|
24,063,025
|
0
|
434,934
|
206,805
|
6,295,236
|
0
|
31,000,000
|
Springing
|
Springing
|
||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
25,200,000
|
0
|
0
|
547,000
|
25,747,000
|
25,055,098
|
0
|
425,266
|
228,239
|
38,396
|
0
|
25,747,000
|
Hard
|
Springing
|
||||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
22,500,000
|
0
|
0
|
0
|
22,500,000
|
15,202,225
|
0
|
582,925
|
650,682
|
6,064,168
|
0
|
22,500,000
|
Springing
|
Springing
|
|||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
18,850,000
|
0
|
0
|
80,000
|
18,930,000
|
15,572,783
|
0
|
527,246
|
1,017,241
|
1,812,730
|
0
|
18,930,000
|
Hard
|
In Place
|
|||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
18,000,000
|
8,510,971
|
0
|
0
|
26,510,971
|
0
|
21,000,000
|
272,833
|
5,238,138
|
0
|
0
|
26,510,971
|
Hard
|
Springing
|
||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
16,875,000
|
6,239,648
|
0
|
0
|
23,114,648
|
0
|
22,500,000
|
433,648
|
181,000
|
0
|
0
|
23,114,648
|
Hard
|
Springing
|
||||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
8,467,000
|
1,530,577
|
0
|
0
|
9,997,577
|
9,069,117
|
0
|
180,423
|
748,037
|
0
|
0
|
9,997,577
|
Springing
|
Springing
|
||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
8,283,000
|
5,294,101
|
0
|
0
|
13,577,101
|
12,856,851
|
0
|
177,528
|
542,722
|
0
|
0
|
13,577,101
|
Springing
|
Springing
|
||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
14,750,000
|
0
|
0
|
30,000
|
14,780,000
|
11,079,023
|
0
|
59,873
|
123,872
|
3,517,232
|
0
|
14,780,000
|
Hard
|
Springing
|
|||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
11,150,000
|
895,447
|
0
|
0
|
12,045,447
|
11,773,889
|
0
|
249,015
|
22,543
|
0
|
0
|
12,045,447
|
Springing
|
Springing
|
||||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
2,900,000
|
0
|
0
|
0
|
2,900,000
|
2,268,887
|
0
|
105,330
|
28,506
|
497,277
|
0
|
2,900,000
|
Springing
|
Springing
|
||||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
14,025,000
|
0
|
0
|
0
|
14,025,000
|
13,412,025
|
0
|
428,061
|
145,846
|
39,068
|
0
|
14,025,000
|
Hard
|
Springing
|
|||||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
13,300,000
|
0
|
0
|
0
|
13,300,000
|
12,266,193
|
0
|
341,887
|
76,128
|
615,793
|
0
|
13,300,000
|
Soft
|
Springing
|
|||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
13,200,000
|
671,459
|
0
|
0
|
13,871,459
|
12,286,369
|
0
|
176,700
|
1,408,389
|
0
|
0
|
13,871,459
|
Hard
|
Springing
|
||||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
12,330,000
|
166,757
|
0
|
0
|
12,496,757
|
11,967,824
|
0
|
199,667
|
329,266
|
0
|
0
|
12,496,757
|
Soft
|
Springing
|
|||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
||||||||||||||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
||||||||||||||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
12,025,000
|
0
|
0
|
0
|
12,025,000
|
7,558,007
|
0
|
348,645
|
490,965
|
3,627,383
|
0
|
12,025,000
|
Springing
|
Springing
|
|||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
11,750,000
|
0
|
0
|
0
|
11,750,000
|
5,948,631
|
0
|
393,883
|
191,874
|
5,215,612
|
0
|
11,750,000
|
Hard
|
Springing
|
||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
11,625,000
|
3,904,395
|
0
|
253,010
|
15,782,405
|
0
|
14,925,000
|
727,169
|
130,236
|
0
|
0
|
15,782,405
|
Soft Springing
|
Springing
|
||||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
11,500,000
|
0
|
0
|
50,000
|
11,550,000
|
9,156,419
|
0
|
340,788
|
15,027
|
2,037,766
|
0
|
11,550,000
|
Hard
|
Springing
|
|||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
10,200,000
|
0
|
0
|
0
|
10,200,000
|
9,317,280
|
0
|
325,229
|
48,867
|
508,624
|
0
|
10,200,000
|
Springing
|
Springing
|
|||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
9,600,000
|
0
|
0
|
0
|
9,600,000
|
5,883,615
|
0
|
235,003
|
126,820
|
3,354,562
|
0
|
9,600,000
|
Springing
|
Springing
|
|||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
8,480,000
|
2,944,569
|
0
|
0
|
11,424,569
|
0
|
9,800,000
|
352,234
|
1,272,335
|
0
|
0
|
11,424,569
|
Springing
|
Springing
|
||||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
8,300,000
|
4,522,421
|
0
|
0
|
12,822,421
|
0
|
12,475,000
|
318,311
|
29,109
|
0
|
0
|
12,822,421
|
Springing
|
Springing
|
|||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
||||||||||||||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
|||||||||||||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
8,100,000
|
0
|
0
|
63,000
|
8,163,000
|
0
|
0
|
214,224
|
84,292
|
7,864,485
|
0
|
8,163,000
|
Springing
|
Springing
|
||||||||||||||||||
35.01
|
Property
|
Western
|
||||||||||||||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
||||||||||||||||||||||||||||||||||
35.03
|
Property
|
Britain
|
Control
|
Loan /
|
Mortgage
|
Loan Amount
|
Principal’s New Cash
|
|
Principal Equity
|
Cash
|
|||||||||||||||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
(sources)
|
Contribution (7)
|
Debt
|
Other Sources
|
Total Sources
|
Loan Payoff
|
Purchase Price
|
Closing Costs
|
Reserves
|
Distribution
|
Other Uses
|
Total Uses
|
Lockbox
|
Management
|
|||||||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
7,800,000
|
0
|
0
|
50,000
|
7,850,000
|
5,949,204
|
0
|
185,525
|
390,820
|
1,324,450
|
0
|
7,850,000
|
Springing
|
Springing
|
||||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
7,500,000
|
2,277,835
|
0
|
0
|
9,777,835
|
0
|
9,339,981
|
260,979
|
176,875
|
0
|
0
|
9,777,835
|
Springing
|
Springing
|
||||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
7,250,000
|
0
|
0
|
0
|
7,250,000
|
5,017,589
|
0
|
162,528
|
233,148
|
1,836,734
|
0
|
7,250,000
|
Springing
|
Springing
|
|||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
6,900,000
|
0
|
0
|
30,000
|
6,930,000
|
6,616,761
|
0
|
164,903
|
63,220
|
85,116
|
0
|
6,930,000
|
Springing
|
Springing
|
||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
||||||||||||||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
||||||||||||||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
6,500,000
|
3,684,904
|
0
|
0
|
10,184,904
|
0
|
9,935,000
|
228,766
|
21,137
|
0
|
0
|
10,184,904
|
Soft Springing
|
Springing
|
|||||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
6,400,000
|
0
|
0
|
0
|
6,400,000
|
4,081,970
|
0
|
225,278
|
378,015
|
1,714,737
|
0
|
6,400,000
|
Springing
|
Springing
|
||||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
6,275,000
|
0
|
0
|
0
|
6,275,000
|
0
|
0
|
147,409
|
288,906
|
5,838,685
|
0
|
6,275,000
|
Springing
|
Springing
|
|||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
6,125,000
|
2,525,891
|
0
|
0
|
8,650,891
|
0
|
8,232,733
|
227,655
|
190,503
|
0
|
0
|
8,650,891
|
Springing
|
Springing
|
||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
5,800,000
|
2,300,836
|
0
|
229,077
|
8,329,913
|
0
|
6,550,000
|
515,613
|
1,264,301
|
0
|
0
|
8,329,913
|
Soft Springing
|
Springing
|
||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
5,775,000
|
0
|
0
|
147,968
|
5,922,968
|
5,324,761
|
0
|
167,663
|
162,628
|
267,916
|
0
|
5,922,968
|
Springing
|
Springing
|
||||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
5,700,000
|
2,222,701
|
0
|
0
|
7,922,701
|
0
|
7,600,000
|
175,808
|
146,893
|
0
|
0
|
7,922,701
|
Hard
|
In Place
|
||||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
5,700,000
|
0
|
0
|
50,000
|
5,750,000
|
0
|
2,500,000
|
346,489
|
2,194,122
|
709,389
|
0
|
5,750,000
|
Hard
|
Springing
|
||||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
5,600,000
|
0
|
0
|
0
|
5,600,000
|
5,302,708
|
0
|
193,306
|
70,715
|
33,272
|
0
|
5,600,000
|
Springing
|
Springing
|
||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
5,400,000
|
0
|
0
|
0
|
5,400,000
|
3,825,864
|
0
|
143,300
|
238,549
|
1,192,286
|
0
|
5,400,000
|
Hard
|
Springing
|
||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
5,350,000
|
98,678
|
0
|
0
|
5,448,678
|
4,577,702
|
0
|
172,317
|
698,659
|
0
|
0
|
5,448,678
|
Hard
|
Springing
|
|||||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
5,347,500
|
1,526,438
|
0
|
0
|
6,873,938
|
0
|
6,600,000
|
96,508
|
177,430
|
0
|
0
|
6,873,938
|
Soft Springing
|
Springing
|
|||||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
5,250,000
|
0
|
0
|
0
|
5,250,000
|
4,340,420
|
0
|
196,325
|
148,467
|
564,788
|
0
|
5,250,000
|
Springing
|
Springing
|
|||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
2,550,000
|
817,369
|
0
|
0
|
3,367,369
|
0
|
3,150,000
|
190,327
|
27,042
|
0
|
0
|
3,367,369
|
Springing
|
Springing
|
||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
2,550,000
|
643,580
|
0
|
0
|
3,193,580
|
0
|
3,050,000
|
140,940
|
2,639
|
0
|
0
|
3,193,580
|
Springing
|
Springing
|
||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
5,060,000
|
2,431,605
|
0
|
0
|
7,491,605
|
0
|
7,011,025
|
253,640
|
226,941
|
0
|
0
|
7,491,605
|
Springing
|
Springing
|
|||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
5,025,000
|
2,497,899
|
0
|
0
|
7,522,899
|
0
|
6,720,000
|
283,345
|
519,554
|
0
|
0
|
7,522,899
|
Soft Springing
|
Springing
|
|||||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
5,000,000
|
0
|
0
|
0
|
5,000,000
|
4,458,179
|
0
|
90,938
|
306,251
|
144,633
|
0
|
5,000,000
|
None
|
None
|
||||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
5,000,000
|
1,279,087
|
0
|
0
|
6,279,087
|
0
|
6,050,000
|
223,054
|
6,033
|
0
|
0
|
6,279,087
|
Springing
|
Springing
|
|||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
4,800,000
|
0
|
0
|
0
|
4,800,000
|
3,463,839
|
0
|
128,703
|
25,649
|
1,181,810
|
0
|
4,800,000
|
None
|
None
|
|||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
4,800,000
|
0
|
0
|
0
|
4,800,000
|
3,967,795
|
0
|
274,152
|
378,432
|
179,621
|
0
|
4,800,000
|
Hard
|
Springing
|
||||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
4,635,000
|
1,681,202
|
0
|
0
|
6,316,202
|
0
|
5,544,000
|
120,784
|
651,418
|
0
|
0
|
6,316,202
|
Springing
|
Springing
|
||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
4,500,000
|
0
|
0
|
0
|
4,500,000
|
3,973,470
|
0
|
181,630
|
128,853
|
216,047
|
0
|
4,500,000
|
Springing
|
Springing
|
|||||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
4,350,000
|
0
|
0
|
0
|
4,350,000
|
3,318,800
|
0
|
232,376
|
6,406
|
792,419
|
0
|
4,350,000
|
Hard
|
In Place
|
|||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
4,300,000
|
0
|
0
|
0
|
4,300,000
|
3,511,419
|
0
|
168,964
|
178,351
|
441,266
|
0
|
4,300,000
|
Soft
|
Springing
|
|||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
4,200,000
|
0
|
0
|
0
|
4,200,000
|
3,840,378
|
0
|
109,740
|
80,601
|
169,282
|
0
|
4,200,000
|
Springing
|
Springing
|
|||||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
3,800,000
|
1,810,714
|
0
|
0
|
5,610,714
|
0
|
5,300,000
|
195,560
|
115,154
|
0
|
0
|
5,610,714
|
Springing
|
Springing
|
|||||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
3,700,000
|
46,822
|
0
|
0
|
3,746,822
|
2,986,765
|
0
|
149,368
|
10,689
|
0
|
600,000
|
3,746,822
|
Hard
|
Springing
|
|||||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
3,500,000
|
16,410
|
0
|
0
|
3,516,410
|
3,065,351
|
0
|
152,515
|
298,545
|
0
|
0
|
3,516,410
|
Springing
|
Springing
|
||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
3,450,000
|
1,298,426
|
0
|
0
|
4,748,426
|
0
|
4,510,984
|
213,289
|
24,152
|
0
|
0
|
4,748,426
|
NAP
|
NAP
|
||||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
3,300,000
|
0
|
0
|
0
|
3,300,000
|
2,369,073
|
0
|
121,357
|
74,681
|
734,889
|
0
|
3,300,000
|
Hard
|
Springing
|
||||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
3,250,000
|
0
|
0
|
0
|
3,250,000
|
1,938,691
|
0
|
160,706
|
138,121
|
1,012,482
|
0
|
3,250,000
|
Springing
|
Springing
|
|||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
3,100,000
|
887,465
|
0
|
0
|
3,987,465
|
0
|
3,700,000
|
195,408
|
92,057
|
0
|
0
|
3,987,465
|
Springing
|
Springing
|
|||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
2,925,000
|
1,135,730
|
0
|
0
|
4,060,730
|
0
|
3,900,000
|
146,339
|
14,392
|
0
|
0
|
4,060,730
|
Springing
|
Springing
|
|||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
2,865,000
|
0
|
0
|
27,500
|
2,892,500
|
2,294,886
|
0
|
74,509
|
119,440
|
403,665
|
0
|
2,892,500
|
Springing
|
Springing
|
||||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
2,600,000
|
735,548
|
0
|
0
|
3,335,548
|
0
|
3,150,000
|
139,151
|
46,397
|
0
|
0
|
3,335,548
|
Springing
|
Springing
|
|||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
2,527,500
|
32,531
|
0
|
0
|
2,560,031
|
2,293,233
|
0
|
184,604
|
82,195
|
0
|
0
|
2,560,031
|
Springing
|
Springing
|
|||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
2,500,000
|
43,015
|
0
|
0
|
2,543,015
|
2,247,113
|
0
|
151,752
|
144,150
|
0
|
0
|
2,543,015
|
Hard
|
In Place
|
|||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
2,330,000
|
0
|
0
|
0
|
2,330,000
|
0
|
0
|
109,661
|
51,293
|
2,169,045
|
0
|
2,330,000
|
Springing
|
Springing
|
|||||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
2,297,500
|
17,347
|
0
|
0
|
2,314,847
|
2,151,068
|
0
|
130,332
|
33,448
|
0
|
0
|
2,314,847
|
Springing
|
Springing
|
|||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
2,200,000
|
929,754
|
0
|
0
|
3,129,754
|
0
|
3,000,000
|
99,341
|
30,413
|
0
|
0
|
3,129,754
|
Springing
|
Springing
|
|||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
2,150,000
|
0
|
0
|
0
|
2,150,000
|
1,816,243
|
0
|
150,127
|
127,063
|
56,567
|
0
|
2,150,000
|
Springing
|
Springing
|
|||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
2,100,000
|
0
|
0
|
0
|
2,100,000
|
917,799
|
0
|
106,954
|
155,794
|
919,453
|
0
|
2,100,000
|
Springing
|
Springing
|
|||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
2,000,000
|
3,679
|
0
|
0
|
2,003,679
|
1,825,763
|
0
|
125,702
|
52,215
|
0
|
0
|
2,003,679
|
Soft
|
Springing
|
Cut-off Date
|
||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Cash Management
|
Ground
|
Ground Lease
|
Annual Ground
|
Cut-off Date
|
B Note
|
Mezzanine
|
Mezzanine Debt
|
Terrorism Insurance
|
Control
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Triggers
|
Lease Y/N
|
Expiration Date
|
Lease Payment ($)
|
B Note Balance ($)
|
Interest Rate
|
Debt Balance($)
|
Interest Rate
|
Required
|
Number
|
|||||||||||||||
1
|
Loan
|
CGMRC
|
28-40 West 23rd Street
|
(i) the occurrence of an Event of Default
|
No
|
Yes
|
1
|
|||||||||||||||||||||
2
|
Loan
|
8, 9
|
GSMC
|
Selig Portfolio
|
(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
|
Yes
|
2
|
|||||||||||||||||||||
2.01
|
Property
|
9
|
Fourth & Blanchard
|
No
|
Yes
|
2.01
|
||||||||||||||||||||||
2.02
|
Property
|
9, 10
|
635 Elliott
|
No
|
Yes
|
2.02
|
||||||||||||||||||||||
2.03
|
Property
|
9
|
645 Elliott
|
No
|
Yes
|
2.03
|
||||||||||||||||||||||
2.04
|
Property
|
9, 11, 12
|
Fifth & Jackson
|
No
|
Yes
|
2.04
|
||||||||||||||||||||||
2.05
|
Property
|
North Tower - 100 West Harrison
|
No
|
Yes
|
2.05
|
|||||||||||||||||||||||
2.06
|
Property
|
9
|
200 West Thomas
|
No
|
Yes
|
2.06
|
||||||||||||||||||||||
2.07
|
Property
|
9
|
South Tower - 100 West Harrison
|
No
|
Yes
|
2.07
|
||||||||||||||||||||||
3
|
Loan
|
9, 13
|
GSMC
|
Hyatt NYC Portfolio
|
(i) the occurrence of an Event of Default, (ii) Hyatt Flag Default is continuing (iii) Net Operating Income is less than $8,500,000, (iv) failure to deliver financial statements as required in the Loan Agreement
|
Yes
|
3
|
|||||||||||||||||||||
3.01
|
Property
|
Hyatt Place Midtown South
|
No
|
Yes
|
3.01
|
|||||||||||||||||||||||
3.02
|
Property
|
Hyatt Herald Square
|
No
|
Yes
|
3.02
|
|||||||||||||||||||||||
4
|
Loan
|
9, 14
|
GSMC
|
Chula Vista Center
|
(i) the occurrence of an Event of Default, (ii) Maturity, (iii) DSCR is less than 1.15x, (iv) commencement of a Lease Sweep Period
|
No
|
Yes
|
4
|
||||||||||||||||||||
5
|
Loan
|
GSMC
|
Palm Island Apartments
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
5
|
|||||||||||||||||||||
6
|
Loan
|
5, 15
|
RMF
|
Woodyard Crossing
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower or Guarantor
|
No
|
Yes
|
6
|
||||||||||||||||||||
7
|
Loan
|
16, 17, 18,
|
GSMC
|
NorthCross Shopping Center
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) occurrence of Rollover Trigger Event
|
No
|
Yes
|
7
|
||||||||||||||||||||
8
|
Loan
|
9, 19, 20, 21, 22,
|
MC-FiveMile
|
Hilton Knoxville
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) Debt Yield is less than 7.50%
|
No
|
Yes
|
8
|
||||||||||||||||||||
9
|
Loan
|
23, 24, 25
|
RMF
|
Wells Fargo Center
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
6/19/2113
|
1,680,000
|
Yes
|
9
|
|||||||||||||||||||
9.01
|
Property
|
Wells Fargo Tower
|
Yes
|
6/19/2113
|
1,603,875
|
Yes
|
9.01
|
|||||||||||||||||||||
9.02
|
Property
|
Wells Fargo Center - Annex Garage
|
Yes
|
6/19/2113
|
76,125
|
Yes
|
9.02
|
|||||||||||||||||||||
10
|
Loan
|
9, 26, 27
|
MC-FiveMile
|
Dolce Living Rosenberg
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 7.50%
|
No
|
Yes
|
10
|
||||||||||||||||||||
11
|
Loan
|
28
|
CGMRC
|
Centre Properties Portfolio
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
Yes
|
11
|
|||||||||||||||||||||
11.01
|
Property
|
Greendale
|
No
|
Yes
|
11.01
|
|||||||||||||||||||||||
11.02
|
Property
|
Castleton
|
No
|
Yes
|
11.02
|
|||||||||||||||||||||||
11.03
|
Property
|
Centre West Shops
|
No
|
Yes
|
11.03
|
|||||||||||||||||||||||
11.04
|
Property
|
Centre West Interstate Shops
|
No
|
Yes
|
11.04
|
|||||||||||||||||||||||
12
|
Loan
|
9, 29, 30
|
GSMC
|
Homewood Suites Nashville Vanderbilt
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.30x, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
12
|
||||||||||||||||||||
13
|
Loan
|
31
|
CGMRC
|
River Marketplace
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
No
|
Yes
|
13
|
||||||||||||||||||||
14
|
Loan
|
RMF
|
Golden Gate Apartments
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.15x
|
No
|
Yes
|
14
|
|||||||||||||||||||||
15
|
Loan
|
CGMRC
|
Drayton Tower Apartments
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x
|
No
|
Yes
|
15
|
|||||||||||||||||||||
16
|
Loan
|
9, 32, 33
|
RMF
|
Doubletree Rochester
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.30x
|
No
|
Yes
|
16
|
||||||||||||||||||||
17
|
Loan
|
5
|
RMF
|
Esplanade at Butler Plaza
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.30x, (iv) the occurrence of a Critical Tenant Trigger Event
|
No
|
Yes
|
17
|
||||||||||||||||||||
18
|
Loan
|
34
|
GSMC
|
Sedona Pointe
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
18
|
||||||||||||||||||||
19
|
Loan
|
34
|
GSMC
|
Gallery At Champions
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
19
|
||||||||||||||||||||
20
|
Loan
|
CGMRC
|
401 South La Brea
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x, (iii) the occurrence of a Specified Tenant Trigger Period
|
No
|
Yes
|
20
|
|||||||||||||||||||||
21
|
Loan
|
35
|
RMF
|
Westgate Commons
|
(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 Critical Tenant Trigger Event
|
No
|
Yes
|
21
|
||||||||||||||||||||
22
|
Loan
|
35
|
RMF
|
Office Max
|
(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 Critical Tenant Trigger Event
|
No
|
Yes
|
22
|
||||||||||||||||||||
23
|
Loan
|
GSMC
|
Promenade Shopping Center
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement, (iv) borrower’s election to do a cash sweep in lieu of a deposit into the Anchor Tenant Reserve Account
|
No
|
Yes
|
23
|
|||||||||||||||||||||
24
|
Loan
|
MC-FiveMile
|
Ashbridge Manor Senior Housing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 7.50%
|
No
|
Yes
|
24
|
|||||||||||||||||||||
25
|
Loan
|
36
|
RMF
|
Lake Shore Plaza
|
(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 Critical Tenant Trigger Event
|
No
|
Yes
|
25
|
||||||||||||||||||||
26
|
Loan
|
RMF
|
Houston Multifamily Portfolio
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
Yes
|
26
|
||||||||||||||||||||||
26.01
|
Property
|
Seton Chase Apartments
|
No
|
Yes
|
26.01
|
|||||||||||||||||||||||
26.02
|
Property
|
Willowbrook Point Apartments
|
No
|
Yes
|
26.02
|
|||||||||||||||||||||||
27
|
Loan
|
GSMC
|
Woodside Village
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
27
|
|||||||||||||||||||||
28
|
Loan
|
37
|
RCMC
|
Viceroy Palm Springs
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
No
|
|
|
Yes
|
28
|
||||||||||||||||||
29
|
Loan
|
38
|
CGMRC
|
5185 MacArthur Boulevard
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x (iii) an Interplan Trigger
|
No
|
Yes
|
29
|
||||||||||||||||||||
30
|
Loan
|
CGMRC
|
317 Glenmore Avenue
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Specified Tenant Trigger Period
|
No
|
Yes
|
30
|
|||||||||||||||||||||
31
|
Loan
|
RCMC
|
Jones Place Townhomes
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x
|
No
|
|
|
Yes
|
31
|
|||||||||||||||||||
32
|
Loan
|
RMF
|
Storage 105
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
No
|
Yes
|
32
|
|||||||||||||||||||||
33
|
Loan
|
9
|
RMF
|
Resaca Village Center
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x, (iv) the occurrence of a Critical Tenant Trigger Event
|
No
|
Yes
|
33
|
||||||||||||||||||||
34
|
Loan
|
GSMC
|
Joppa-Perring Retail Center
|
(i) the occurrence of an Event of Default, (ii) failure to deliver financial statements as required in the Loan Agreement, (iii) the occurrence of a Tenant Trigger Event, (iv) the occurrence of a recognized environmental condition
|
Yes
|
34
|
||||||||||||||||||||||
34.01
|
Property
|
Silver Diner
|
No
|
Yes
|
34.01
|
|||||||||||||||||||||||
34.02
|
Property
|
39
|
Joppa Perring
|
No
|
Yes
|
34.02
|
||||||||||||||||||||||
35
|
Loan
|
40, 41
|
CGMRC
|
All Storage Amarillo Portfolio
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.10x
|
Yes
|
35
|
|||||||||||||||||||||
35.01
|
Property
|
Western
|
No
|
Yes
|
35.01
|
|||||||||||||||||||||||
35.02
|
Property
|
Blackburn
|
No
|
Yes
|
35.02
|
|||||||||||||||||||||||
35.03
|
Property
|
Britain
|
No
|
Yes
|
35.03
|
Cut-off Date
|
||||||||||||||||||||||||||||
Control
|
Loan /
|
Mortgage
|
Cash Management
|
Ground
|
Ground Lease
|
Annual Ground
|
Cut-off Date
|
B Note
|
Mezzanine
|
Mezzanine Debt
|
Terrorism Insurance
|
Control
|
||||||||||||||||
Number
|
Property Flag
|
Footnotes
|
Loan Seller
|
Triggers
|
Lease Y/N
|
Expiration Date
|
Lease Payment ($)
|
B Note Balance ($)
|
Interest Rate
|
Debt Balance($)
|
Interest Rate
|
Required
|
Number
|
|||||||||||||||
36
|
Loan
|
9
|
CGMRC
|
Long Meadow Shopping Center
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) a Specified Tenant Trigger Period
|
No
|
Yes
|
36
|
||||||||||||||||||||
37
|
Loan
|
42
|
RCMC
|
Golden Eagle Village
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Tenant Trigger Event Period
|
No
|
|
|
Yes
|
37
|
||||||||||||||||||
38
|
Loan
|
GSMC
|
Roundhill Townhomes
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
38
|
|||||||||||||||||||||
39
|
Loan
|
9
|
CGMRC
|
Tellus MS-FL Self Storage Portfolio
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x
|
Yes
|
39
|
|||||||||||||||||||||
39.01
|
Property
|
Tellus MS-FL Self Storage Portfolio - Brandon
|
No
|
Yes
|
39.01
|
|||||||||||||||||||||||
39.02
|
Property
|
Tellus MS-FL Self Storage Portfolio - Lake City
|
No
|
Yes
|
39.02
|
|||||||||||||||||||||||
40
|
Loan
|
RMF
|
Tenaya Village
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
No
|
Yes
|
40
|
|||||||||||||||||||||
41
|
Loan
|
43
|
MC-FiveMile
|
Oak Lawn Promenade
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.05x
|
No
|
Yes
|
41
|
||||||||||||||||||||
42
|
Loan
|
GSMC
|
Brisas Del Mar
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
42
|
|||||||||||||||||||||
43
|
Loan
|
44
|
RCMC
|
Holiday Inn Express & Suites - Bluffton
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Franchise Agreement Default or Termination, (iv) One Year prior to Franchise Agreement Termination
|
No
|
|
|
Yes
|
43
|
||||||||||||||||||
44
|
Loan
|
9
|
CGMRC
|
Hampton Inn - Lake Charles
|
(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, (v) the occurrence of a Manager Bankruptcy Event, or (vi) the occurrence of a Remaining Scheduled PIP Trigger Event
|
No
|
Yes
|
44
|
||||||||||||||||||||
45
|
Loan
|
9, 45
|
CGMRC
|
Stonebridge Crossing
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x (iii) the occurrence of a Specified Tenant Trigger Period
|
No
|
Yes
|
45
|
||||||||||||||||||||
46
|
Loan
|
46
|
GSMC
|
McDowell Corners
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 85% of Closing Date NOI, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
46
|
||||||||||||||||||||
47
|
Loan
|
9
|
CGMRC
|
Newbridge Shopping Center
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Specified Tenant Trigger Period
|
No
|
Yes
|
47
|
||||||||||||||||||||
48
|
Loan
|
9
|
MC-FiveMile
|
Desert View MHC
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.30x, (iii) Debt Yield is less than 9.00%
|
No
|
Yes
|
48
|
||||||||||||||||||||
49
|
Loan
|
9
|
RMF
|
Comfort Inn and Suites Crabtree Valley
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.30x, (iv) the occurrence of a Franchise Renewal Trigger Event
|
No
|
Yes
|
49
|
||||||||||||||||||||
50
|
Loan
|
RMF
|
Waterlick Plaza
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x, (iv) the occurrence of a Critical Tenant Trigger Event
|
No
|
Yes
|
50
|
|||||||||||||||||||||
51
|
Loan
|
RMF
|
Bay Mall
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x, (iv) the occurrence of a Critical Tenant Trigger Event
|
No
|
Yes
|
51
|
|||||||||||||||||||||
52
|
Loan
|
RMF
|
La Jolla Apartments
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
No
|
Yes
|
52
|
|||||||||||||||||||||
53
|
Loan
|
47
|
RMF
|
Williamsburg Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
53
|
||||||||||||||||||||
54
|
Loan
|
9, 47
|
RMF
|
Climatrol Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
54
|
||||||||||||||||||||
55
|
Loan
|
RCMC
|
Hampton Inn Houma
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.50x, (iii) Franchise Agreement Default or Termination, (iv) One Year prior to Franchise Agreement Termination
|
No
|
|
|
Yes
|
55
|
|||||||||||||||||||
56
|
Loan
|
RMF
|
Florence Square
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x, (iv) the occurrence of a Critical Tenant Trigger Event
|
No
|
Yes
|
56
|
|||||||||||||||||||||
57
|
Loan
|
9, 48
|
GSMC
|
8816 Six Forks Road
|
(i) the occurrence of an Event of Default, (ii) Net Operating Income is less than 67% of Closing Date NOI for two consecutive quarters, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
57
|
||||||||||||||||||||
58
|
Loan
|
RMF
|
AAAA Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
58
|
|||||||||||||||||||||
59
|
Loan
|
GSMC
|
Azalea Hill Apartments
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) failure to deliver financial statements as required in the Loan Agreement
|
No
|
Yes
|
59
|
|||||||||||||||||||||
60
|
Loan
|
49
|
RCMC
|
30500 Bruce Industrial Parkway
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) the occurrence of a Tenant Trigger Event
|
No
|
|
|
Yes
|
60
|
||||||||||||||||||
61
|
Loan
|
50
|
RMF
|
Capewood Apartments
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.40x
|
No
|
Yes
|
61
|
||||||||||||||||||||
62
|
Loan
|
GSMC
|
Lee’s Crossing
|
(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, (iv) the occurrence of a Rollover Trigger Event
|
No
|
Yes
|
62
|
|||||||||||||||||||||
63
|
Loan
|
RMF
|
Rite Aid - La Vergne
|
NAP
|
No
|
Yes
|
63
|
|||||||||||||||||||||
64
|
Loan
|
MC-FiveMile
|
Sausalito Apartments
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) Debt Yield is less than 8.00%
|
No
|
Yes
|
64
|
|||||||||||||||||||||
65
|
Loan
|
MC-FiveMile
|
Oak Business Park
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 7.75%, (iv) the occurrence of a Trigger Lease Event
|
No
|
Yes
|
65
|
|||||||||||||||||||||
66
|
Loan
|
RMF
|
North Port Commons
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x , (iv) the occurrence of a Critical Tenant Trigger Event
|
No
|
Yes
|
66
|
|||||||||||||||||||||
67
|
Loan
|
MC-FiveMile
|
Maple Grove Shopping Center
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) Debt Yield is less than 8.50%, (iv) the occurrence of a Trigger Lease Event
|
No
|
Yes
|
67
|
|||||||||||||||||||||
68
|
Loan
|
51
|
RMF
|
Dennison Road
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
68
|
||||||||||||||||||||
69
|
Loan
|
52
|
RCMC
|
Shoppes at Stoneridge Commons
|
NAP
|
No
|
|
|
Yes
|
69
|
||||||||||||||||||
70
|
Loan
|
9, 53
|
RMF
|
Mission Trace Shopping Center
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
70
|
||||||||||||||||||||
71
|
Loan
|
MC-FiveMile
|
Concorde Club Apartments
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.25x, (iii) Debt Yield is less than 8.50%
|
No
|
Yes
|
71
|
|||||||||||||||||||||
72
|
Loan
|
RMF
|
Ridgefield Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
72
|
|||||||||||||||||||||
73
|
Loan
|
RMF
|
Azalea Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
No
|
Yes
|
73
|
|||||||||||||||||||||
74
|
Loan
|
9, 54, 55
|
CGMRC
|
Brawley Shopping Center
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) the occurrence of a Specified Tenant Trigger Period
|
No
|
Yes
|
74
|
||||||||||||||||||||
75
|
Loan
|
RMF
|
Easy Does It Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.25x
|
No
|
Yes
|
75
|
|||||||||||||||||||||
76
|
Loan
|
MC-FiveMile
|
Evergreen MHC
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 8.00%
|
No
|
Yes
|
76
|
|||||||||||||||||||||
77
|
Loan
|
RMF
|
Hampton Inn Plover
|
NAP
|
No
|
Yes
|
77
|
|||||||||||||||||||||
78
|
Loan
|
MC-FiveMile
|
Sugarloaf Walk Shopping Center
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.20x, (iii) Debt Yield is less than 8.00%, (iv) the occurrence of a Trigger Lease Event
|
No
|
Yes
|
78
|
|||||||||||||||||||||
79
|
Loan
|
MC-FiveMile
|
Country Terrace MHC
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 8.00%
|
No
|
Yes
|
79
|
|||||||||||||||||||||
80
|
Loan
|
RMF
|
Herriman Self-Storage
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.15x
|
No
|
Yes
|
80
|
|||||||||||||||||||||
81
|
Loan
|
RMF
|
Cedar Ridge East Townhomes
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.40x
|
No
|
Yes
|
81
|
|||||||||||||||||||||
82
|
Loan
|
RMF
|
Storage Mall - Dewitt
|
(i) the occurrence of an Event of Default, (ii) Bankruptcy action of the Borrower, Guarantor or Manager, (iii) DSCR is less than 1.20x
|
No
|
Yes
|
82
|
|||||||||||||||||||||
83
|
Loan
|
MC-FiveMile
|
The Village Apartments
|
(i) the occurrence of an Event of Default, (ii) DSCR is less than 1.15x, (iii) Debt Yield is less than 7.25%
|
No
|
Yes
|
83
|
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 is 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 is 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 Cut-off Date Balance of $97,000,000 represents the note A-2 of a $197,000,000 whole loan evidenced by two pari passu notes. One companion loan with a principal balance of $100,000,000 as of the Cut-off Date was contributed to GSMS 2014-GC22. Cut-off Date LTV Ratio, LTV Ratio at Maturity/ARD, Underwritten NCF DSCR, Debt Yield on Underwritten Net Operating Income, Debt Yield on Underwritten Net Cash Flow and Loan Per Unit calculations are based on the aggregate Cut-off Date Balance of $197,000,000.
|
(9)
|
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/ARD is calculated in whole or in part on the basis of the “As Stabilized” Appraised Value.
|
(10)
|
The sole tenant at the Mortgaged Property, Amazon, has executed a lease but has not yet taken occupancy or commenced paying rent. Amazon is expected to take occupancy in September 2014. Rental payments will commence upon the earlier of (a) Amazon taking occupancy and (b) November 21, 2014.
|
(11)
|
The Largest Tenant, Sound Transit, leases 5,277 SF expiring on November 1, 2014 and 54,729 SF expiring on February 29, 2020.
|
(12)
|
The Fourth Largest Tenant, Walsh Construction, has an executed lease and is expected to take occupancy and begin paying rent in August 2014.
|
(13)
|
Ongoing Replacement Reserves, which are held by the property manager in an account pledged to the lender, are the greater of (i) revenues from each Mortgaged Property for the most recently ended calendar month, times 4% and (ii) the amount required to be deposited into, as applicable, the approved FF&E accounts pursuant to the management agreement and the franchise agreement (calculated on a monthly basis).
|
(14)
|
The Third Largest Tenant at the Mortgaged Property, AMC, is expected to take occupancy in August 2014 and commence paying rent in September 2014. We cannot assure you that AMC will take occupancy or begin paying as expected.
|
(15)
|
Size includes 139,978 SF of tenant-owned improvements located on ground leased parcels. Excluding the tenant-owned improvements, the property contains 346,940 SF and the Cut-off Date Principal Balance per SF is $179.93.
|
(16)
|
Borrower reserved $300,000 at loan closing for Replacement Reserves, with Ongoing Replacement Reserves equal to $19,583.33/month from the Due Date in August 2014 through the Due Date in July 2016. These funds are to be used for expected roof repairs which are expected to be completed within three years following closing. Beginning on the Due Date in August 2016 and thereafter, the Ongoing Replacement Reserve will be $3,703.04/month. Commencing with the Due Date in August 2017, if the borrower has completed the required roof repairs, then the Ongoing Reserves will only be required if the balance in the Replacement Reserve account is less than the Replacement Reserve Cap, $133,309.
|
(17)
|
The Third Largest Tenant at the Mortgaged Property, Harris Teeter (48,800 SF), subleases 4,800 SF to various retailers.
|
(18)
|
Mattress Firm has 11,000 SF of total Tenant GLA consisting of two separate outparcels. The 6,500 SF outparcel has a lease expiration date of September 30, 2016 and the 4,500 SF outparcel has a lease expiration date of November 30, 2017.
|
(19)
|
At closing, $1,057,826 will be reserved which represents 110% of the cost to complete the PIP.
|
(20)
|
In addition, a $100,000 Seasonality Reserve will be funded which will increase to $250,000 over the following three months to ensure debt service coverage in December and January. The Seasonality Reserve can be drawn upon by the Borrower for debt service and impounds in December and January. If drawn, the reserve will be replenished in the following month from any free cash flow from the property and must be equal to or greater than the Minumum Seasonality Balance, which is the lesser of (a) $250,000 and (b) the Adjusted Minimum Seasonality Balance.
|
(21)
|
Beginning on the payment date one year from the first payment date, the Replacement/FF&E Reserve will be implemented at a monthly rate that is the greater of (a) the monthly amount required to be reserved for FF&E pursuant to the Franchise Agreement, and (b) one-twelfth (1/12th) of four percent (4.0%) gross revenues for the prior calendar year.
|
(22)
|
Underwritten net cash flow includes $200,304 of income generated from 115 parking spaces which are leased from an adjacent garage. The fully extended term of the lease runs through December 31, 2039, or 15 years beyond the loan term.
|
(23)
|
The 66,183 SF in the Wells Fargo Center - Annex Garage Property has 561 parking spaces. The Wells Fargo Center Properties contain an aggregate of 1,974 parking spaces.
|
(24)
|
Monthly collection of replacement reserves in an amount equal to $13,369 begin in July 2017.
|
(25)
|
Monthly collection of insurance reserves are waived so long as the property remains covered under a blanket insurance policy and no event of default has occurred and is continuing.
|
(26)
|
Upfront Debt Service Reserve is comprised of two months of debt service and escrow amounts
|
(27)
|
Upfront Other Reserve is comprised of a Debt Yield Holdback Reserve of $4,500,000 to be released subject to the property achieving, on or before December 1, 2015, among other conditions, an NCF debt yield of 8.0% based on an annualized T6 cash flow, as well as no Default or Event of Default remaining uncured, delivery to the lender of all outstanding certificates of occupancy, and that the borrower cannot request to draw on the holdback more than four times. There is an Outstanding Work Reserve of $1,425,000 to be released subject to completion of outstanding construction, among other conditions.
|
(28)
|
The loan is structured with an ongoing payment of $11,593 - $0.06 PSF and springing TI/LC cap of 417,351. The TI/LC Reserve will remain uncapped if both anchor tenants do not renew their lease or if replacement tenants for both spaces are not in place.
|
(29)
|
Monthly Replacement Reserves are $35,154.23 for the Due Dates occurring in August 2014 through July 2015 and thereafter the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth of 4% of the Operating Income of the Property for the previous twelve month period as determined on the anniversary of the last day of June.
|
(30)
|
Occupancy represents the average occupancy for the seven month period commencing with the first full month of operations of November 2013 through May 31, 2014.
|
(31)
|
Borrower is required to make Ongoing TI/LC Reserve payments of $12,494.50 per month, capped at $449,802
|
(32)
|
The Cut-off Date LTV Ratio is calculated based on the appraiser’s “as-is” appraised value of $22,000,000 plus the $5,000,000 reserve related to the property improvement plan (“PIP”) planned at the related Mortgaged Property. The Cut-off Date LTV Ratio without adding the $5,000,000 PIP reserve is 81.7%.
|
(33)
|
Monthly collection of replacement reserves begin in July 2018 (equal to the greater of 1/12th of 4% of Gross Income, or the aggregate amount, if any, required to be reserved under the Management Agreement or the Franchise Agreement).
|
(34)
|
With respect to the Sedona Pointe and Gallery At Champions Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Debt Yield on Underwritten Net Operating Income, Underwritten NCF DSCR, Underwritten NOI DSCR, Debt Yield on Underwritten Net Cash Flow, Cut-off Date LTV Ratio and the LTV Ratio at Maturity of the Mortgage Loans are presented in the aggregate.
|
(35)
|
With respect to the Westgate Commons and Office Max Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity/ARD, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
|
(36)
|
The second largest tenant, Goodwill, has an executed lease and is expected to take occupancy in July 2014.
|
(37)
|
In the event that on any payment date, the seasonality reserve is less than $177,561, the borrower shall pay to lender on each such payment date all net cash flow after debt service up to the amount required for the seasonality reserve to equal $177,561
|
(38)
|
Borrower is required to make Ongoing TI/LC Reserve payments of $5,416.67 per month, capped at $260,000
|
(39)
|
The Appraised Value of $5,800,000 is a hypothetical market value. It assumes Checkers, which was an outparcel at the time of the appraisal, is carved out of collateral based on redrawn lot lines. The lot lines have been redrawn, and the Checkers is not part of the collateral.
|
(40)
|
Allocated Cut-off Date Balance was allocated based on square footage.
|
(41)
|
The Appraised Value of $11,000,000 is the combined “as-is” value for the three properties within the portfolio. The appraisal does not provide allocated value by property.
|
(42)
|
Monthly deposits into the rollover reserve shall not be required if (i) no event of default has occurred and is continuing and (ii) the physical and economic occupancy at the property is 75% or greater and (iii) funds on deposit in the rollover reserve are greater than $50,000. If funds on deposit are less than $50,000, borrower shall commence making monthly deposits to the extent funds on deposit are less than $100,000.
|
(43)
|
The largest tenant by NRA, Discovery Clothing, is currently dark.
|
(44)
|
Commencing on August 5, 2015, borrower shall make monthly deposits into the FF&E Reserve in the amount equal to the greatest of (i) one-twelfth of 4% of gross income from operations, (ii) any amount actually required to be paid under the franchise agreement or annual budget, or (iii) until the earlier to occur of (a) the monthly payment date occurring on August 5, 2016, (b) the completion of the PIP work in accordance with the loan agreement or (c) the monthly payment date on which an aggregate amount equal to $110,400 has been paid into the FF&E Reserve Account, $9,200.
|
(45)
|
Borrower is required to make Ongoing TI/LC Reserve payments of $2,852.08 per month, capped at $136,000
|
(46)
|
Historical 2013 cash flow numbers are October 31, 2013 trailing ten months numbers.
|
(47)
|
With respect to the Williamsburg Self-Storage and Climatrol Self-Storage Mortgage Loans, which are cross-collateralized and cross-defaulted with each other, the Cut-off Date LTV Ratio, the LTV Ratio at Maturity/ARD, the Underwritten NCF DSCR, the Debt Yield on Underwritten Net Operating Income and the Debt Yield on Underwritten Net Cash Flow of the Mortgage Loans are presented in the aggregate.
|
(48)
|
The Largest Tenant at the Mortgaged Property, Rivercrest Realty Associates, LLC, is expected to take occupancy in August 2014 and commence paying rent in September 2014. We cannot assure you that Rivercrest Realty Associates, LLC will take occupancy or begin paying as expected.
|
(49)
|
Monthly deposits into the rollover reserve shall not be required if (i) no event of default has occurred or is continuing, (ii) occupancy is at least 77.5% and (iii) the rollover reserve is greater than or equal to $114,188
|
(50)
|
The Cut-off Date LTV Ratio is calculated based on the “as repaired” value from the appraisal that assumes roof renovations are complete. The borrower reserved $600,000 with lender at closing.
|
(51)
|
Historical cashflows are reported on a school year basis rather than a calendar year basis.
|
(52)
|
Monthly deposits into the rollover reserve shall not be required if (i) no event of default has occurred and is continuing, (ii) physical and economic occupancy is at least 85% and (iii) the rollover reserve is greater than or equal to $119,040.
|
(53)
|
The TI/LC Cap decreases to $88,360 after the July 2017 payment date.
|
(54)
|
The Appraised Value presents the “As-Is” Appraised Value of the Mortgaged Property, which takes into account a $90,000 lease-up deduction for the Togo’s tenant. Togo’s lease was in final form and had been distributed for execution by the tenant as of the May 28, 2014 appraisal date. The Cut-off Date LTV Ratio is calculated on the basis of the “Prospective As-Stabilized” Appraised Value, which assumes the lease with Togo’s has been executed and the tenant is open for business. Togo’s executed their lease on June 13, 2014 and took possession of their space on June 16, 2014. The LTV Ratio at Maturity is calculated on the basis of the “Prospective As Stabilized” Appraised Value.
|
(55)
|
Borrower is required to make Ongoing TI/LC Reserve payments of $828.17 per month, capped at $40,000
|
Citigroup
|
Goldman, Sachs & Co.
|
Co-Lead Managers and Joint Bookrunners
|
|
Drexel Hamilton
|
RBS
|
Co-Managers
|
CERTIFICATE SUMMARY
|
OFFERED CERTIFICATES
|
||||||||||||
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
|
$49,642,000
|
30.000%(4)
|
1.392%
|
Fixed
|
2.83
|
9/14 – 6/19
|
||||||
Class A-2
|
$85,798,000
|
30.000%(4)
|
2.851%
|
Fixed
|
4.91
|
6/19 – 7/19
|
||||||
Class A-3
|
$300,000,000
|
30.000%(4)
|
3.356%
|
Fixed
|
9.83
|
5/24 – 7/24
|
||||||
Class A-4
|
$345,240,000
|
30.000%(4)
|
3.622%
|
Fixed
|
9.93
|
7/24 – 7/24
|
||||||
Class A-AB
|
$81,766,000
|
30.000%(4)
|
3.337%
|
Fixed
|
7.41
|
7/19 – 5/24
|
||||||
Class X-A
|
$957,932,000(5)
|
N/A
|
1.304%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class X-B
|
$129,367,000(5)
|
N/A
|
0.319%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class A-S(7)
|
$95,486,000(8)
|
22.250%
|
3.863%
|
Fixed
|
9.93
|
7/24 – 7/24
|
||||||
Class B(7)
|
$80,084,000(8)
|
15.750%
|
4.175%
|
WAC CAP(9)
|
9.93
|
7/24 – 7/24
|
||||||
Class PEZ(7)
|
$224,853,000(8)
|
11.750%(10)
|
(11)
|
(11)
|
9.93
|
7/24 – 7/24
|
||||||
Class C(7)
|
$49,283,000(8)
|
11.750%(10)
|
4.604%
|
WAC-0.054%(12)
|
9.93
|
7/24 – 7/24
|
||||||
NON-OFFERED CERTIFICATES
|
||||||||||||
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
|
$24,641,000(5)
|
N/A
|
1.450%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class X-D
|
$55,443,996(5)
|
N/A
|
1.450%
|
Variable IO(6)
|
N/A
|
N/A
|
||||||
Class D
|
$64,683,000
|
6.500%
|
4.658%
|
WAC(13)
|
9.93
|
7/24 – 7/24
|
||||||
Class E
|
$24,641,000
|
4.500%
|
3.208%
|
WAC CAP(9)
|
9.93
|
7/24 – 7/24
|
||||||
Class F
|
$9,241,000
|
3.750%
|
3.208%
|
WAC CAP(9)
|
9.93
|
7/24 – 7/24
|
||||||
Class G
|
$46,202,996
|
0.000%
|
3.208%
|
WAC CAP(9)
|
9.93
|
7/24 – 7/24
|
||||||
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)
|
Determined assuming no prepayments prior to maturity date of each mortgage loan and otherwise 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 (collectively, 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 aggregate of the certificate principal amounts of the Class B trust component and Class C 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 on 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 weighted average of the pass-through rates on the Class B trust component and Class C 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 on 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 on the Class F and Class G certificates, as described in the Prospectus Supplement.
|
(7)
|
The Class A-S, Class B and Class C certificates, in the applicable proportions, may be exchanged for Class PEZ certificates, and Class PEZ certificates may be exchanged for the applicable proportions of 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”.
|
CERTIFICATE SUMMARY (continued)
|
(8)
|
On the closing date, the issuing entity will issue the Class A-S, Class B and Class C trust components, which will have initial outstanding principal balances, subject to a variance of plus or minus 5%, of $95,486,000, $80,084,000 and $49,283,000, 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 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 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. The aggregate certificate principal amount of the offered certificates shown on the cover page of this Term Sheet includes the maximum certificate principal amount of exchangeable certificates that could be outstanding on the closing date, equal to $224,853,000 (subject to a variance of plus or minus 5%).
|
(9)
|
For any distribution date, the pass-through rate on 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, as 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 $49,283,000 (subject to a variance of plus or minus 5%).
|
(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 on 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, less 0.054%.
|
(13)
|
For any distribution date, the pass-through rate on the 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.
|
(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
|
$1,232,066,996
|
Number of Mortgage Loans
|
83
|
Number of Mortgaged Properties
|
99
|
Average Cut-off Date Mortgage Loan Balance
|
$14,844,181
|
Weighted Average Mortgage Interest Rate
|
4.5237%
|
Weighted Average Remaining Term to Maturity (months)
|
114
|
Weighted Average Remaining Amortization Term (months)(2)
|
351
|
Weighted Average Cut-off Date LTV Ratio(3)
|
61.2%
|
Weighted Average Maturity Date LTV Ratio(4)
|
52.2%
|
Weighted Average Underwritten Debt Service Coverage Ratio(5)
|
1.94x
|
Weighted Average Debt Yield on Underwritten NOI(6)
|
11.5%
|
% of Mortgage Loans with Additional Debt
|
0.0%
|
% of Mortgaged Properties with Single Tenants
|
5.3%
|
(1)
|
The Selig Portfolio mortgage loan has one related pari passu companion loan, 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 loan unless otherwise indicated. In addition, the Selig Portfolio mortgage loan permits the incurrence of additional pari passu debt secured by the related mortgaged property, subject to certain loan-to-value ratio, debt service coverage ratio, debt yield and other conditions described under “Selig Portfolio—Permitted Pari Passu Debt” in this Term Sheet. Additionally, with respect to (i) the Sedona Pointe and Gallery At Champions mortgage loans, (ii) the Westgate Commons and Office Max mortgage loans and (iii) the Williamsburg Self-Storage and Climatrol Self-Storage mortgage loans, which are, in the case of each such pair of mortgage loans, cross-collateralized and cross-defaulted with each other, the loan-to-value ratio, debt service coverage ratio and debt yield of the respective groups of mortgage loans are presented in the aggregate unless otherwise indicated. 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)
|
Excludes mortgage loans that are interest-only for the entire term.
|
(3)
|
Unless otherwise indicated, the Cut-off Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to the Joppa Perring mortgage loan, the Cut-off Date LTV Ratio was calculated based on the appraiser’s “hypothetical market value” for the Joppa Perring Mortgaged Property of $5,800,000 as the “as is” value included represents the value of the collateral plus an outparcel that is not part of the collateral. With respect to the Brawley Shopping Center mortgage loan, the Cut-off Date LTV Ratio was calculated using the related aggregate “as stabilized” appraised value. Additionally, with respect to the Doubletree Rochester mortgage loan, the Cut-off Date LTV Ratio was calculated based on the appraiser’s “as-is” appraised value of $22,000,000 plus a stated property improvement plan (“PIP”) amount of $5,000,000. Further, with respect to the Capewood Apartments mortgage loan, the Cut-off Date LTV Ratio is calculated based on the “as repaired” value from the appraisal that assumes roof renovations are complete. The Weighted Average Cut-off Date LTV Ratio of the mortgage pool using the “as-is” appraised value for all mortgage loans is 61.4%. See “Description of the Mortgage Pool—–Certain Calculations and Definitions” in the Prospectus Supplement for a description of Cut-off Date LTV Ratio.
|
(4)
|
Unless otherwise indicated, the Maturity Date LTV Ratio is calculated utilizing the “as-is” appraised value. With respect to 19 mortgage loans, representing approximately 35.6% of the initial pool balance, the respective Maturity Date LTV Ratios were each calculated using the related “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.
|
(5)
|
Unless otherwise indicated, the Underwritten Debt Service Coverage Ratio for each mortgage loan is calculated by dividing the Underwritten Net Cash Flow from the related mortgaged property or mortgaged properties 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 for a description of Underwritten Debt Service Coverage Ratio.
|
(6)
|
Unless otherwise indicated, the Debt Yield on Underwritten NOI for each mortgage loan is the related mortgaged property’s Underwritten NOI divided by the Cut-off Date Balance of such mortgage loan, and the Debt Yield on Underwritten NCF for each mortgage loan is the related mortgaged property’s Underwritten NCF divided by the Cut-off Date Balance of such 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:
|
$1,232,066,996
|
Master Servicer:
|
Midland Loan Services, a Division of PNC Bank, National Association
|
Special Servicer:
|
Rialto Capital Advisors, LLC
|
Certificate Administrator:
|
Citibank, N.A.
|
Trustee:
|
Deutsche Bank Trust Company Americas
|
Operating Advisor:
|
Trimont Real Estate Advisors, Inc.
|
Pricing:
|
Week of July 14, 2014
|
Closing Date:
|
August 7, 2014
|
Cut-off Date:
|
For each mortgage loan, the related due date for such mortgage loan in August 2014
|
Determination Date:
|
The 6th day of each month or next business day, commencing in September 2014
|
Distribution Date:
|
The 4th business day after the Determination Date, commencing in September 2014
|
Interest Accrual:
|
Preceding calendar month
|
ERISA Eligible:
|
The offered certificates are expected to be ERISA eligible, subject to the exemption conditions described in the Prospectus Supplement
|
SMMEA Eligible:
|
No
|
Payment Structure:
|
Sequential Pay
|
Day Count:
|
30/360
|
Tax Structure:
|
REMIC
|
Rated Final Distribution Date:
|
July 2047
|
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
|
n
|
$1,232,066,996 (Approximate) New-Issue Multi-Borrower CMBS:
|
|
—
|
Overview: The mortgage pool consists of 83 fixed-rate commercial mortgage loans that have an aggregate Cut-off Date Balance of $1,232,066,996 (the “Initial Pool Balance”), have an average mortgage loan Cut-off Date Balance of $14,844,181 and are secured by 99 mortgaged properties located throughout 31 states and the District of Columbia
|
|
—
|
LTV: 61.2% weighted average Cut-off Date LTV Ratio
|
|
—
|
DSCR: 1.94x weighted average Underwritten Debt Service Coverage Ratio
|
|
—
|
Debt Yield: 11.5% 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
|
n
|
Loan Structural Features:
|
|
—
|
Amortization: 75.6% of the mortgage loans by Initial Pool Balance have scheduled amortization:
|
–
|
31.9% of the mortgage loans by Initial Pool Balance have amortization for the entire term with a balloon payment due at maturity
|
||
–
|
43.7% 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: 47.4% of the mortgage loans by Initial Pool Balance have a Hard Lockbox in place
|
|
—
|
Cash Traps: 82.1% 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: 79 mortgage loans representing 88.4% of the Initial Pool Balance
|
||
–
|
Insurance: 61 mortgage loans representing 49.8% of the Initial Pool Balance
|
||
–
|
Replacement Reserves (Including FF&E Reserves): 77 mortgage loans representing 71.6% of the Initial Pool Balance
|
||
–
|
Tenant Improvements / Leasing Commissions: 32 mortgage loans representing 60.8% of the portion of the Initial Pool Balance that is secured by office, retail, industrial and mixed use properties only
|
|
—
|
Predominantly Defeasance: 80.4% of the mortgage loans by Initial Pool Balance permit defeasance after an initial lockout period
|
n
|
Multiple-Asset Types > 5.0% of the Initial Pool Balance:
|
|
—
|
Retail: 32.8% of the mortgaged properties by allocated Initial Pool Balance are retail properties (18.1% are anchored retail properties and 5.7% is a super-regional mall property)
|
|
—
|
Hospitality: 17.1% of the mortgaged properties by allocated Initial Pool Balance are hospitality properties
|
|
—
|
Multifamily: 13.7% of the mortgaged properties by allocated Initial Pool Balance are multifamily properties
|
|
—
|
Mixed Use: 12.6% of the mortgaged properties by allocated Initial Pool Balance are mixed use properties
|
|
—
|
Office: 11.3% of the mortgaged properties by allocated Initial Pool Balance are office properties
|
|
—
|
Senior Housing: 6.3% of the mortgaged properties by allocated Initial Pool Balance are senior housing properties
|
n
|
Geographic Diversity: The 99 mortgaged properties are located throughout 31 states and the District of Columbia with only three states having greater than 10.0% of the allocated Initial Pool Balance: New York (22.3%), California (14.4%) and Texas (11.4%)
|
COLLATERAL OVERVIEW
|
Mortgage Loans by Loan Seller
|
||||||||
Mortgage Loan Seller
|
Mortgage Loans
|
Mortgaged Properties
|
Aggregate Cut-off Date Balance
|
% of Initial Pool Balance
|
||||
Goldman Sachs Mortgage Company
|
17
|
25
|
$476,426,039
|
38.7%
|
||||
Citigroup Global Markets Realty Corp
|
14
|
20
|
296,505,590
|
24.1
|
||||
Rialto Mortgage Finance, LLC
|
32
|
34
|
292,410,677
|
23.7
|
||||
MC-Five Mile Commercial Mortgage Finance LLC
|
13
|
13
|
117,857,070
|
9.6
|
||||
Redwood Commercial Mortgage Corporation
|
7
|
7
|
48,867,620
|
4.0
|
||||
Total
|
83
|
99
|
$1,232,066,996
|
100.0%
|
Ten Largest Mortgage Loans
|
|||||||||||||||||
Mortgage Loan Name
|
Cut-off Date Balance
|
% of
Initial Pool Balance |
Property Type
|
Property Size
SF / Units
|
Cut-off
Date Balance Per SF / Unit |
UW
NCF DSCR
|
UW
NOI
Debt Yield |
Cut-off
Date LTV Ratio |
|||||||||
28-40 West 23rd Street
|
$140,000,000
|
11.4%
|
Mixed Use
|
571,205
|
$245
|
3.83x
|
15.9%
|
27.2%
|
|||||||||
Selig Portfolio
|
97,000,000
|
7.9
|
Office
|
1,082,617
|
$182
|
2.06x
|
10.2%
|
58.8%
|
|||||||||
Hyatt NYC Portfolio
|
90,000,000
|
7.3
|
Hospitality
|
307
|
$293,160
|
2.07x
|
13.5%
|
54.4%
|
|||||||||
Chula Vista Center
|
70,000,000
|
5.7
|
Retail
|
485,841
|
$144
|
1.71x
|
10.6%
|
60.3%
|
|||||||||
Palm Island Apartments
|
64,000,000
|
5.2
|
Senior Housing
|
456
|
$140,351
|
1.81x
|
8.4%
|
59.7%
|
|||||||||
Woodyard Crossing
|
62,423,745
|
5.1
|
Retail
|
486,918
|
$128
|
1.54x
|
9.6%
|
65.0%
|
|||||||||
NorthCross Shopping Center
|
39,930,994
|
3.2
|
Retail
|
382,829
|
$104
|
1.37x
|
9.5%
|
73.3%
|
|||||||||
Hilton Knoxville
|
35,000,000
|
2.8
|
Hospitality
|
320
|
$109,375
|
1.64x
|
12.0%
|
74.6%
|
|||||||||
Wells Fargo Center
|
35,000,000
|
2.8
|
Office/Parking
|
714,490
|
$49
|
2.07x
|
15.4%
|
66.7%
|
|||||||||
Dolce Living Rosenberg
|
33,000,000
|
2.7
|
Multifamily
|
324
|
$101,852
|
1.23x
|
7.9%
|
70.7%
|
|||||||||
Top 10 Total / Wtd. Avg.
|
$666,354,739
|
54.1%
|
2.22x
|
11.9%
|
55.1%
|
||||||||||||
Remaining Total / Wtd. Avg.
|
565,712,257
|
45.9
|
1.61x
|
11.1%
|
68.4%
|
||||||||||||
Total / Wtd. Avg.
|
$1,232,066,996
|
100.0%
|
1.94x
|
11.5%
|
61.2%
|
Pari Passu Companion Loan Summary
|
||||||||||||||
Mortgage Loan Name
|
Mortgage Loan Cut-
off Date Balance |
% of Initial
Pool Balance |
Pari Passu Companion
Loan Cut-off Date Balance |
Loan
Combination Cut-off Date Balance |
Controlling Pooling
& Servicing Agreement
|
Master Servicer
|
Special
Servicer |
|||||||
Selig Portfolio
|
$97,000,000
|
7.9%
|
$100,000,000
|
$197,000,000
|
GSMS 2014-GC22
|
Wells Fargo
|
CWCapital
|
COLLATERAL OVERVIEW (continued)
|
Previously Securitized Mortgaged Properties(1)
|
||||||||||||||
Property Name
|
Mortgage
Loan Seller |
City
|
State
|
Property Type
|
Cut-off Date Balance / Allocated
Cut-off Date Balance(2) |
% of
Initial Pool Balance |
Previous
Securitization
|
|||||||
28-40 West 23rd Street
|
CGMRC
|
New York
|
NY
|
Mixed Use
|
$140,000,000
|
11.4%
|
COMM 2001-J1A
|
|||||||
Woodyard Crossing
|
RMF
|
Clinton
|
MD
|
Retail
|
$62,423,745
|
5.1%
|
COMM 2004-LB4A
|
|||||||
Hilton Knoxville
|
MC-FiveMile
|
Knoxville
|
TN
|
Hospitality
|
$35,000,000
|
2.8%
|
LBUBS 2006-C3
|
|||||||
Fourth & Blanchard(3)
|
GSMC
|
Seattle
|
WA
|
Office
|
$30,375,783
|
2.5%
|
JPMCC 2004-CIBC9
|
|||||||
River Marketplace
|
CGMRC
|
Lafayette
|
LA
|
Retail
|
$25,200,000
|
2.0%
|
CD 2005-CD1
|
|||||||
Golden Gate Apartments
|
RMF
|
Alexandria
|
VA
|
Multifamily
|
$22,500,000
|
1.8%
|
GNR 2003-87
|
|||||||
Promenade Shopping Center
|
GSMC
|
Modesto
|
CA
|
Retail
|
$14,025,000
|
1.1%
|
CSFB 2004-C5
|
|||||||
Lake Shore Plaza
|
RMF
|
Lake Ronkonkoma
|
NY
|
Retail
|
$13,200,000
|
1.1%
|
GMACC 2004-C2
|
|||||||
5185 MacArthur Boulevard
|
CGMRC
|
Washington
|
DC
|
Mixed Use
|
$11,625,000
|
0.9%
|
JPMCC 2005-LDP5
|
|||||||
Fifth & Jackson(3)
|
GSMC
|
Seattle
|
WA
|
Office
|
$11,137,787
|
0.9%
|
GMACC 2004-C3
|
|||||||
Stonebridge Crossing
|
CGMRC
|
Mckinney
|
TX
|
Retail
|
$5,775,000
|
0.5%
|
BACM 2004-4
|
|||||||
Desert View MHC
|
MC-FiveMile
|
West Richland
|
WA
|
Manufactured Housing
|
$5,594,070
|
0.5%
|
GSMS 2004-GG2
|
|||||||
Western
|
CGMRC
|
Amarillo
|
TX
|
Self Storage
|
$5,473,204
|
0.4%
|
JPMCC 2003-PM1A
|
|||||||
Waterlick Plaza
|
RMF
|
Lynchburg
|
VA
|
Retail
|
$5,342,328
|
0.4%
|
JPMCC 2005-LDP5
|
|||||||
Florence Square
|
RMF
|
Florence
|
AL
|
Retail
|
$5,017,727
|
0.4%
|
CWCI 2006-C1
|
|||||||
8816 Six Forks Road
|
GSMC
|
Raleigh
|
NC
|
Office
|
$5,000,000
|
0.4%
|
CSFB 2004-C4
|
|||||||
30500 Bruce Industrial Parkway
|
RCMC
|
Solon
|
OH
|
Industrial
|
$4,800,000
|
0.4%
|
BSCMS 2004-PWR5
|
|||||||
Lee’s Crossing
|
GSMC
|
Buford
|
GA
|
Retail
|
$4,500,000
|
0.4%
|
BSCMS 2004-PWR5
|
|||||||
North Tower - 100 West Harrison(3)
|
GSMC
|
Seattle
|
WA
|
Office
|
$4,397,256
|
0.4%
|
JPMCC 2004-CIBC10
|
|||||||
200 West Thomas(3)
|
GSMC
|
Seattle
|
WA
|
Office
|
$4,310,468
|
0.3%
|
JPMCC 2004-CIBC10
|
|||||||
Sausalito Apartments
|
MC-FiveMile
|
Houston
|
TX
|
Multifamily
|
$4,295,798
|
0.3%
|
CSFB 2005-C1
|
|||||||
South Tower - 100 West Harrison(3)
|
GSMC
|
Seattle
|
WA
|
Office
|
$4,252,610
|
0.3%
|
JPMCC 2004-CIBC10
|
|||||||
Mission Trace Shopping Center
|
RMF
|
Lakewood
|
CO
|
Retail
|
$3,296,172
|
0.3%
|
CCMSC 2000-1
|
|||||||
Evergreen MHC
|
MC-FiveMile
|
Nampa
|
ID
|
Manufactured Housing
|
$2,525,009
|
0.2%
|
GSMS 2004-GG2
|
|||||||
Country Terrace MHC
|
MC-FiveMile
|
Reno
|
NV
|
Manufactured Housing
|
$2,295,263
|
0.2%
|
GSMS 2004-GG2
|
|||||||
Herriman Self-Storage
|
RMF
|
Herriman
|
UT
|
Self Storage
|
$2,194,743
|
0.2%
|
MLMT 2005-LC1
|
|||||||
Blackburn
|
CGMRC
|
Amarillo
|
TX
|
Self Storage
|
$1,572,072
|
0.1%
|
BACM 2004-4
|
|||||||
Britain
|
CGMRC
|
Amarillo
|
TX
|
Self Storage
|
$1,045,263
|
0.1%
|
BACM 2004-4
|
|
(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)
|
Reflects the allocated loan amount in cases where the applicable mortgaged property is one of a portfolio of mortgaged properties securing a particular mortgage loan.
|
|
(3)
|
Multiple Selig Portfolio mortgaged properties were included in prior securitizations. A mortgage loan secured by the Fourth & Blanchard mortgaged property was included in the JPMCC 2004-CIBC9 securitization. A mortgage loan secured by the Fifth & Jackson mortgaged property was included in the GMACC 2004-C3 securitization. A mortgage loan secured by the North Tower - 100 West Harrison, 200 West Thomas and South Tower - 100 West Harrison mortgaged properties was included in the JPMCC 2004-CIBC10 securitization. The table above does not include any mortgage loans secured by the other mortgaged properties that secure the Selig Portfolio mortgage loan.
|
COLLATERAL OVERVIEW (continued)
|
Property Type / Detail
|
Number of Mortgaged Properties
|
Aggregate Cut-off
Date Balance(1) |
% of Initial
Pool Balance(1) |
Wtd. Avg. Underwritten
NCF DSCR(2) |
Wtd. Avg.
Cut-off Date LTV Ratio(2) |
Wtd. Avg.
Debt Yield on Underwritten
NOI(2) |
||||||||||
Retail
|
34
|
$404,448,088
|
32.8
|
% |
1.57x
|
67.7%
|
10.4%
|
|||||||||
Anchored
|
18
|
223,488,953
|
18.1
|
1.57x
|
69.2%
|
10.5%
|
||||||||||
Super Regional Mall
|
1
|
70,000,000
|
5.7
|
1.71x
|
60.3%
|
10.6%
|
||||||||||
Power Center/Big Box
|
1
|
39,930,994
|
3.2
|
1.37x
|
73.3%
|
9.5%
|
||||||||||
Single Tenant Retail
|
4
|
27,339,497
|
2.2
|
1.55x
|
61.3%
|
10.0%
|
||||||||||
Shadow Anchored
|
5
|
23,924,235
|
1.9
|
1.43x
|
74.0%
|
9.8%
|
||||||||||
Unanchored
|
5
|
19,764,410
|
1.6
|
1.64x
|
67.2%
|
11.5%
|
||||||||||
Hospitality
|
11
|
$210,532,839
|
17.1
|
% |
1.99x
|
62.3%
|
13.8%
|
|||||||||
Full Service
|
4
|
100,720,356
|
8.2
|
1.87x
|
65.0%
|
13.2%
|
||||||||||
Limited Service
|
6
|
55,812,483
|
4.5
|
2.15x
|
65.0%
|
15.1%
|
||||||||||
Select Service
|
1
|
54,000,000
|
4.4
|
2.07x
|
54.4%
|
13.5%
|
||||||||||
Multifamily
|
19
|
$168,967,000
|
13.7
|
% |
1.46x
|
67.9%
|
9.8%
|
|||||||||
Garden
|
16
|
136,420,879
|
11.1
|
1.49x
|
67.5%
|
10.1%
|
||||||||||
High Rise
|
1
|
18,850,000
|
1.5
|
1.22x
|
67.9%
|
7.8%
|
||||||||||
Student Housing
|
2
|
13,696,121
|
1.1
|
1.46x
|
72.2%
|
9.2%
|
||||||||||
Mixed Use
|
3
|
$155,412,028
|
12.6
|
% |
3.59x
|
31.6%
|
15.2%
|
|||||||||
Retail/Office
|
3
|
155,412,028
|
12.6
|
3.59x
|
31.6%
|
15.2%
|
||||||||||
Office
|
10
|
$139,512,500
|
11.3
|
% |
2.02x
|
62.0%
|
11.4%
|
|||||||||
CBD
|
8
|
130,312,500
|
10.6
|
2.06x
|
60.8%
|
11.5%
|
||||||||||
General Suburban
|
1
|
5,000,000
|
0.4
|
1.47x
|
83.4%
|
9.8%
|
||||||||||
Medical
|
1
|
4,200,000
|
0.3
|
1.43x
|
74.3%
|
10.6%
|
||||||||||
Senior Housing
|
2
|
$77,285,566
|
6.3
|
% |
1.76x
|
61.5%
|
8.7%
|
|||||||||
Independent Living
|
2
|
77,285,566
|
6.3
|
1.76x
|
61.5%
|
8.7%
|
||||||||||
Self Storage
|
14
|
$47,523,211
|
3.9
|
% |
1.51x
|
70.3%
|
10.0%
|
|||||||||
Industrial
|
2
|
$16,283,923
|
1.3
|
% |
1.38x
|
70.2%
|
9.5%
|
|||||||||
Warehouse
|
1
|
11,483,929
|
0.9
|
1.24x
|
73.1%
|
8.6%
|
||||||||||
Flex
|
1
|
4,800,000
|
0.4
|
1.71x
|
63.4%
|
11.8%
|
||||||||||
Manufactured Housing
|
3
|
$10,414,342
|
0.8
|
% |
1.77x
|
49.8%
|
12.0%
|
|||||||||
Parking
|
1
|
$1,687,500
|
0.1
|
% |
2.07x
|
66.7%
|
15.4%
|
|||||||||
Garage
|
1
|
1,687,500
|
0.1
|
2.07x
|
66.7%
|
15.4%
|
||||||||||
Total / Wtd. Avg.
|
99
|
$1,232,066,996
|
100.0
|
% |
1.94x
|
61.2%
|
11.5%
|
|
(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 |
||||||||||||||
New York
|
7
|
$274,751,217
|
22.3
|
% |
$740,550,000
|
31.3
|
% |
$39,963,569
|
26.3
|
% | |||||||||||
California
|
6
|
177,353,589
|
14.4
|
288,920,000
|
12.2
|
17,252,104
|
11.3
|
||||||||||||||
Texas
|
19
|
140,005,960
|
11.4
|
208,430,000
|
8.8
|
14,495,112
|
9.5
|
||||||||||||||
Washington
|
8
|
102,594,070
|
8.3
|
348,200,000
|
14.7
|
20,764,213
|
13.7
|
||||||||||||||
Maryland
|
3
|
74,116,928
|
6.0
|
115,800,000
|
4.9
|
7,346,561
|
4.8
|
||||||||||||||
Tennessee
|
4
|
73,210,843
|
5.9
|
107,400,000
|
4.5
|
9,839,319
|
6.5
|
||||||||||||||
Florida
|
6
|
66,043,257
|
5.4
|
95,360,000
|
4.0
|
8,338,223
|
5.5
|
||||||||||||||
North Carolina
|
3
|
50,323,394
|
4.1
|
68,200,000
|
2.9
|
5,007,029
|
3.3
|
||||||||||||||
Virginia
|
6
|
42,283,607
|
3.4
|
58,670,000
|
2.5
|
3,817,348
|
2.5
|
||||||||||||||
Louisiana
|
3
|
36,040,192
|
2.9
|
50,850,000
|
2.1
|
4,139,964
|
2.7
|
||||||||||||||
Indiana
|
4
|
31,750,000
|
2.6
|
42,380,000
|
1.8
|
3,079,210
|
2.0
|
||||||||||||||
Georgia
|
3
|
25,677,547
|
2.1
|
40,875,000
|
1.7
|
2,597,512
|
1.7
|
||||||||||||||
West Virginia
|
2
|
13,646,194
|
1.1
|
18,750,000
|
0.8
|
1,327,675
|
0.9
|
||||||||||||||
Pennsylvania
|
1
|
13,285,566
|
1.1
|
19,020,000
|
0.8
|
1,317,463
|
0.9
|
||||||||||||||
Alabama
|
3
|
12,742,727
|
1.0
|
24,600,000
|
1.0
|
2,120,585
|
1.4
|
||||||||||||||
District of Columbia
|
1
|
11,625,000
|
0.9
|
16,000,000
|
0.7
|
1,004,179
|
0.7
|
||||||||||||||
North Dakota
|
1
|
11,150,000
|
0.9
|
14,700,000
|
0.6
|
1,057,578
|
0.7
|
||||||||||||||
Nevada
|
2
|
8,780,296
|
0.7
|
14,400,000
|
0.6
|
1,071,677
|
0.7
|
||||||||||||||
Michigan
|
2
|
8,584,133
|
0.7
|
12,030,000
|
0.5
|
1,069,495
|
0.7
|
||||||||||||||
Illinois
|
1
|
6,400,000
|
0.5
|
8,700,000
|
0.4
|
577,961
|
0.4
|
||||||||||||||
Wisconsin
|
2
|
6,193,202
|
0.5
|
8,800,000
|
0.4
|
767,963
|
0.5
|
||||||||||||||
South Carolina
|
1
|
6,117,402
|
0.5
|
9,400,000
|
0.4
|
833,224
|
0.5
|
||||||||||||||
Arizona
|
1
|
5,700,000
|
0.5
|
7,840,000
|
0.3
|
556,075
|
0.4
|
||||||||||||||
New Jersey
|
1
|
5,693,698
|
0.5
|
9,200,000
|
0.4
|
664,810
|
0.4
|
||||||||||||||
Connecticut
|
2
|
5,687,199
|
0.5
|
8,000,000
|
0.3
|
578,103
|
0.4
|
||||||||||||||
Ohio
|
1
|
4,800,000
|
0.4
|
7,570,000
|
0.3
|
566,382
|
0.4
|
||||||||||||||
Mississippi
|
1
|
4,003,786
|
0.3
|
5,350,000
|
0.2
|
374,322
|
0.2
|
||||||||||||||
New Hampshire
|
1
|
3,496,121
|
0.3
|
5,100,000
|
0.2
|
388,739
|
0.3
|
||||||||||||||
Colorado
|
1
|
3,296,172
|
0.3
|
4,550,000
|
0.2
|
403,080
|
0.3
|
||||||||||||||
Idaho
|
1
|
2,525,009
|
0.2
|
4,060,000
|
0.2
|
281,782
|
0.2
|
||||||||||||||
Utah
|
1
|
2,194,743
|
0.2
|
3,100,000
|
0.1
|
218,147
|
0.1
|
||||||||||||||
Kentucky
|
1
|
1,995,145
|
0.2
|
2,670,000
|
0.1
|
192,019
|
0.1
|
||||||||||||||
Total
|
99
|
$1,232,066,996
|
100.0
|
% |
$2,369,475,000
|
100.0
|
% |
$152,011,423
|
100.0
|
% |
|
(1)
|
Calculated based on the mortgaged property’s allocated loan amount for mortgage loans secured by more than one mortgaged property.
|
|
(2)
|
Aggregate Appraised Values and Underwritten NOI reflect the aggregate values without any reduction for the pari passu companion loan(s).
|
Distribution of Cut-off Date Balances
|
|||||||||||
% of
|
|||||||||||
Number of
|
Initial
|
||||||||||
Range of Cut-off Date
|
Mortgage
|
Cut-off Date
|
Pool
|
||||||||
Balances ($)
|
Loans
|
Balance
|
Balance
|
||||||||
1,995,145 - 4,999,999
|
29
|
$95,063,897
|
7.7
|
%
|
|||||||
5,000,000 - 9,999,999
|
26
|
170,770,997
|
13.9
|
||||||||
10,000,000 - 14,999,999
|
11
|
135,766,703
|
11.0
|
||||||||
15,000,000 - 19,999,999
|
3
|
53,695,356
|
4.4
|
||||||||
20,000,000 - 29,999,999
|
2
|
47,700,000
|
3.9
|
||||||||
30,000,000 - 49,999,999
|
6
|
205,646,297
|
16.7
|
||||||||
50,000,000 - 69,999,999
|
2
|
126,423,745
|
10.3
|
||||||||
70,000,000 - 89,999,999
|
1
|
70,000,000
|
5.7
|
||||||||
90,000,000 - 140,000,000
|
3
|
327,000,000
|
26.5
|
||||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Underwritten DSCRs(1)
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Mortgage
|
Cut-off Date
|
Pool
|
||||||||
Range of UW DSCR (x)
|
Loans
|
Balance
|
Balance
|
|||||||
1.22 - 1.31
|
8
|
$118,184,067
|
9.6
|
%
|
||||||
1.32 - 1.41
|
11
|
105,352,263
|
8.6
|
|||||||
1.42 - 1.51
|
18
|
158,839,506
|
12.9
|
|||||||
1.52 - 1.61
|
10
|
117,840,159
|
9.6
|
|||||||
1.62 - 1.71
|
10
|
155,573,697
|
12.6
|
|||||||
1.72 - 1.81
|
10
|
108,804,786
|
8.8
|
|||||||
1.82 - 1.91
|
3
|
22,314,351
|
1.8
|
|||||||
1.92 - 3.83
|
13
|
445,158,166
|
36.1
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
See footnotes (1) and (5) to the table entitled “Mortgage Pool Characteristics” above.
|
Distribution of Amortization Types(1)
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Mortgage
|
Cut-off Date
|
Pool
|
||||||||
Amortization Type
|
Loans
|
Balance
|
Balance
|
|||||||
Interest Only, Then
|
||||||||||
Amortizing(2)
|
32
|
$538,185,000
|
43.7
|
%
|
||||||
Interest Only
|
3
|
301,000,000
|
24.4
|
|||||||
Amortizing (30 Years)
|
34
|
253,640,157
|
20.6
|
|||||||
Amortizing (25 Years)
|
12
|
125,762,772
|
10.2
|
|||||||
Amortizing (27 Years)
|
1
|
11,483,923
|
0.9
|
|||||||
Amortizing (27.5 Years)
|
1
|
1,995,145
|
0.2
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
All of the mortgage loans will have balloon payments at maturity date.
|
(2)
|
Original partial interest only periods range from 12 to 60 months.
|
Distribution of Lockboxes
|
||||||||||
% of
|
||||||||||
Initial
|
||||||||||
Number of
|
Cut-off Date
|
Pool
|
||||||||
Lockbox Type
|
Mortgage Loans
|
Balance
|
Balance
|
|||||||
Hard
|
25
|
$583,512,200
|
47.4
|
%
|
||||||
Springing
|
44
|
472,146,686
|
38.3
|
|||||||
Soft
|
6
|
128,906,508
|
10.5
|
|||||||
Soft Springing
|
5
|
34,255,407
|
2.8
|
|||||||
None
|
3
|
13,246,194
|
1.1
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Cut-off Date LTV Ratios(1)
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Range of Cut-off
|
Mortgage
|
Pool
|
||||||||
Date LTV (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
27.2 - 44.9
|
3
|
$150,611,797
|
12.2
|
%
|
||||||
45.0 - 49.9
|
1
|
4,500,000
|
0.4
|
|||||||
50.0 - 54.9
|
2
|
92,295,263
|
7.5
|
|||||||
55.0 - 59.9
|
9
|
214,805,313
|
17.4
|
|||||||
60.0 - 64.9
|
10
|
144,253,186
|
11.7
|
|||||||
65.0 - 69.9
|
18
|
217,583,702
|
17.7
|
|||||||
70.0 - 74.9
|
29
|
309,706,567
|
25.1
|
|||||||
75.0 - 83.4
|
11
|
98,311,169
|
8.0
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
See footnotes (1) and (3) to the table entitled “Mortgage Pool Characteristics” above.
|
Distribution of Maturity Date LTV Ratios(1)
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Range of Maturity
|
Mortgage
|
Pool
|
||||||||
Date LTV (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
27.2 - 39.9
|
4
|
$158,399,454
|
12.9
|
%
|
||||||
40.0 - 44.9
|
5
|
116,862,557
|
9.5
|
|||||||
45.0 - 49.9
|
4
|
121,372,590
|
9.9
|
|||||||
50.0 - 54.9
|
19
|
197,185,010
|
16.0
|
|||||||
55.0 - 59.9
|
20
|
269,871,503
|
21.9
|
|||||||
60.0 - 64.9
|
20
|
228,249,865
|
18.5
|
|||||||
65.0 - 69.6
|
11
|
140,126,018
|
11.4
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
See footnotes (1) and (4) to the table entitled “Mortgage Pool Characteristics” above.
|
Distribution of Loan Purpose
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Mortgage
|
Pool
|
|||||||||
Loan Purpose
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
Refinance
|
54
|
$929,044,985
|
75.4
|
%
|
||||||
Acquisition
|
26
|
218,667,855
|
17.7
|
|||||||
Recapitalization
|
3
|
84,354,156
|
6.8
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Mortgage Interest Rates
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Range of Mortgage
|
Mortgage
|
Pool
|
||||||||
Interest Rates (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
3.860 - 3.999
|
1
|
$140,000,000
|
11.4
|
%
|
||||||
4.000 - 4.249
|
6
|
112,224,372
|
9.1
|
|||||||
4.250 - 4.499
|
8
|
285,947,141
|
23.2
|
|||||||
4.500 - 4.749
|
23
|
349,883,602
|
28.4
|
|||||||
4.750 - 4.999
|
25
|
262,424,904
|
21.3
|
|||||||
5.000 - 5.249
|
10
|
38,148,460
|
3.1
|
|||||||
5.250 - 5.499
|
9
|
41,443,373
|
3.4
|
|||||||
5.500 - 5.560
|
1
|
1,995,145
|
0.2
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Debt Yield on Underwritten NOI(1)
|
||||||||||
% of
|
||||||||||
Range of
|
Number of
|
Initial
|
||||||||
Debt Yields on
|
Mortgage
|
Pool
|
||||||||
Underwritten NOI (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
7.8 - 7.9
|
2
|
$51,850,000
|
4.2
|
%
|
||||||
8.0 - 8.9
|
6
|
122,673,923
|
10.0
|
|||||||
9.0 - 9.9
|
23
|
275,375,688
|
22.4
|
|||||||
10.0 - 10.9
|
16
|
273,136,430
|
22.2
|
|||||||
11.0 - 11.9
|
8
|
41,369,513
|
3.4
|
|||||||
12.0 - 12.9
|
12
|
93,944,402
|
7.6
|
|||||||
13.0 - 13.9
|
7
|
127,462,447
|
10.3
|
|||||||
14.0 - 14.9
|
1
|
5,250,000
|
0.4
|
|||||||
15.0 - 25.1
|
8
|
241,004,595
|
19.6
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
See footnotes (1) and (6) to the table entitled “Mortgage Pool Characteristics” above.
|
Distribution of Debt Yield on Underwritten NCF(1)
|
||||||||||
% of
|
||||||||||
Range of
|
Number of
|
Initial
|
||||||||
Debt Yields on
|
Mortgage
|
Pool
|
||||||||
Underwritten NCF (%)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
7.6 - 7.9
|
2
|
$51,850,000
|
4.2
|
%
|
||||||
8.0 - 8.9
|
15
|
188,126,614
|
15.3
|
|||||||
9.0 - 9.9
|
25
|
381,177,855
|
30.9
|
|||||||
10.0 - 10.9
|
15
|
187,603,557
|
15.2
|
|||||||
11.0 - 11.9
|
13
|
64,547,925
|
5.2
|
|||||||
12.0 - 12.9
|
4
|
112,506,450
|
9.1
|
|||||||
13.0 - 13.9
|
5
|
65,771,564
|
5.3
|
|||||||
14.0 - 14.9
|
1
|
30,965,304
|
2.5
|
|||||||
15.0 - 22.1
|
3
|
149,517,727
|
12.1
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
See footnotes (1) and (6) to the table entitled “Mortgage Pool Characteristics” above.
|
Mortgage Loans with Original Partial Interest Only Periods
|
||||||||||
% of
|
||||||||||
Original Partial
|
Number of
|
Initial
|
||||||||
Interest Only
|
Mortgage
|
Pool
|
||||||||
Period (months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
11 - 12
|
4
|
$32,015,000
|
2.6
|
% | ||||||
13 - 24
|
6
|
$124,890,000
|
10.1
|
% | ||||||
25 - 36
|
11
|
$185,005,000
|
15.0
|
% | ||||||
37 - 48
|
4
|
$93,750,000
|
7.6
|
% | ||||||
49 - 60
|
7
|
$102,525,000
|
8.3
|
% |
Distribution of Original Terms to Maturity
|
||||||||||
Number of
|
% of Initial
|
|||||||||
Original Term to
|
Mortgage
|
Cut-off Date
|
Pool
|
|||||||
Maturity (months)
|
Loans
|
Balance
|
Balance
|
|||||||
60
|
13
|
$92,359,912
|
7.5
|
%
|
||||||
84
|
1
|
2,900,000
|
0.2
|
|||||||
120
|
69
|
1,136,807,085
|
92.3
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Remaining Terms to Maturity
|
||||||||||
% of
|
||||||||||
Range of Remaining
|
Number of
|
Initial
|
||||||||
Terms to Maturity
|
Mortgage
|
Pool
|
||||||||
(months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
58 - 59
|
13
|
$92,359,912
|
7.5
|
%
|
||||||
83
|
1
|
2,900,000
|
0.2
|
|||||||
117 - 119
|
69
|
1,136,807,085
|
92.3
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Original Amortization Terms(1)
|
||||||||||
% of
|
||||||||||
Range of Original
|
Number of
|
Initial
|
||||||||
Amortization
|
Mortgage
|
Pool
|
||||||||
Terms (months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
Interest Only
|
3
|
$301,000,000
|
24.4
|
%
|
||||||
300
|
12
|
125,762,772
|
10.2
|
|||||||
301 - 360
|
68
|
805,304,225
|
65.4
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
All of the mortgage loans will have balloon payments at maturity.
|
Distribution of Remaining Amortization Terms(1)
|
||||||||||
Range of
|
% of
|
|||||||||
Remaining
|
Number of
|
Initial
|
||||||||
Amortization
|
Mortgage
|
Pool
|
||||||||
Terms (months)
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
Interest Only
|
3
|
$301,000,000
|
24.4
|
%
|
||||||
299 - 300
|
12
|
125,762,772
|
10.2
|
|||||||
301 - 360
|
68
|
805,304,225
|
65.4
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
(1)
|
All of the mortgage loans will have balloon payments at maturity.
|
Distribution of Prepayment Provisions
|
||||||||||
% of
|
||||||||||
Number of
|
Initial
|
|||||||||
Prepayment
|
Mortgage
|
Pool
|
||||||||
Provision
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
Defeasance
|
71
|
$990,399,136
|
80.4
|
%
|
||||||
Yield Maintenance
|
12
|
241,667,861
|
19.6
|
|||||||
Total
|
83
|
$1,232,066,996
|
100.0
|
%
|
Distribution of Escrow Types
|
||||||||||
Number
|
% of
|
|||||||||
of
|
Initial
|
|||||||||
Mortgage
|
Pool
|
|||||||||
Escrow Type
|
Loans
|
Cut-off Date Balance
|
Balance
|
|||||||
Real Estate Tax
|
79
|
$1,089,547,712
|
88.4
|
%
|
||||||
Replacement Reserves(1)
|
77
|
$882,327,356
|
71.6
|
%
|
||||||
Insurance
|
61
|
$613,749,937
|
49.8
|
%
|
||||||
TI/LC(2)
|
32
|
$436,165,879
|
60.8
|
%
|
(1)
|
Includes mortgage loans with FF&E reserves.
|
||||||||||
(2)
|
Percentage of total retail, mixed use, office and industrial properties only.
|
SHORT TERM CERTIFICATE PRINCIPAL PAY DOWN SCHEDULE
|
Mortgage Loan Name
|
Property Type
|
Cut-off Date Balance
|
% of Initial
Pool
Balance
|
Remaining Loan Term
|
Underwritten
NCF DSCR
|
Debt Yield on Underwritten
NOI
|
Cut-off Date
LTV Ratio
|
|||||||||||||
Woodside Village
|
Multifamily
|
$12,003,626
|
1.0%
|
59
|
1.58x
|
10.7%
|
61.4%
|
|||||||||||||
Viceroy Palm Springs
|
Hospitality
|
$11,750,000
|
1.0%
|
59
|
1.63x
|
12.1%
|
66.8%
|
|||||||||||||
Storage 105
|
Self Storage
|
$9,577,341
|
0.8%
|
58
|
1.49x
|
10.1%
|
67.4%
|
|||||||||||||
Sedona Pointe(2)
|
Multifamily
|
$8,451,977
|
0.7%
|
59
|
1.90x
|
13.2%
|
57.8%
|
|||||||||||||
Gallery At Champions(2)
|
Multifamily
|
$8,268,304
|
0.7%
|
59
|
1.90x
|
13.2%
|
57.8%
|
|||||||||||||
Roundhill Townhomes
|
Multifamily
|
$7,236,848
|
0.6%
|
59
|
1.80x
|
12.0%
|
57.5%
|
|||||||||||||
Brisas Del Mar
|
Multifamily
|
$6,263,617
|
0.5%
|
59
|
1.76x
|
12.2%
|
61.6%
|
|||||||||||||
Holiday Inn Express & Suites –Bluffton
|
Hospitality
|
$6,117,402
|
0.5%
|
59
|
1.98x
|
13.6%
|
65.1%
|
|||||||||||||
Hampton Inn – Lake Charles
|
Hospitality
|
$5,786,169
|
0.5%
|
58
|
1.95x
|
13.8%
|
79.8%
|
|||||||||||||
Newbridge Shopping Center
|
Retail
|
$5,693,698
|
0.5%
|
59
|
1.74x
|
11.7%
|
61.9%
|
|||||||||||||
Florence Square
|
Retail
|
$5,017,727
|
0.4%
|
59
|
3.05x
|
25.1%
|
38.3%
|
|||||||||||||
Maple Grove Shopping Center
|
Retail
|
$3,696,018
|
0.3%
|
59
|
1.46x
|
10.4%
|
73.9%
|
|||||||||||||
Hampton Inn Plover
|
Hospitality
|
$2,497,185
|
0.2%
|
59
|
2.08x
|
15.3%
|
65.7%
|
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(1)
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The table above presents the mortgage loans whose balloon payments would be applied to pay down the aggregate principal balance of the Class A-2 certificates assuming a 0% CPR and applying the modeling assumptions described under “Yield, Prepayment and Maturity Considerations” in the Prospectus Supplement, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each class of certificates, including the Class A-2 certificates evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that is allowed under the terms of any mortgage loan. See Annex A to the Prospectus Supplement. See footnotes (1), (3), (5) and (6) to the table entitled “Mortgage Pool Characteristics” above.
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(2)
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The Sedona Pointe mortgage loan and the Gallery At Champions mortgage loan are cross-collateralized and cross-defaulted.
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STRUCTURAL OVERVIEW
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Distributions
|
On each distribution date, funds available for distribution from the mortgage loans, net of specified expenses of the issuing entity and net of yield maintenance charges and prepayment premiums, 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, 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. 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, then 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amounts of 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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 and 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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.
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STRUCTURAL OVERVIEW (continued)
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Distributions
(continued)
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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 and 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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 and 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 unreimbursed losses on the mortgage loans that were previously allocated to reduce the certificate principal amount of 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 X-A, Class X-B, Class X-C, Class X-D, 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 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.
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Realized Losses
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The certificate principal amounts of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class D, Class E, Class F and Class 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 the such class or trust component on such Distribution Date. On each Distribution Date, any such write-offs will be applied 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 amounts of the Class B trust component and the Class C 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.
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STRUCTURAL OVERVIEW (continued)
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Prepayment Premiums and Yield Maintenance Charges
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On each Distribution Date, each yield maintenance charge collected on the mortgage loans during the applicable one-month period ending on 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 together with the YM Group A, the “YM Groups”), of the Class B trust component (and correspondingly 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 certificates (other than the Class X and Exchangeable Certificates) and/or trust component (and thus the applicable classes of Exchangeable Certificates) in either YM Group 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 certificates (other than the Class X and Exchangeable 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 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, or Class R certificates. Instead, after the notional amounts of the Class X-A and Class X-B 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 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.
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STRUCTURAL OVERVIEW (continued)
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Advances
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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 (as discussed under “-Loan Combinations” below), 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.
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Appraisal Reduction Amounts
|
An appraisal reduction amount generally will be created with respect to a required appraisal loan (which is a mortgage loan or loan combination with respect to which certain defaults, modifications or insolvency events have occurred (as further described in the Prospectus Supplement in the case of a mortgage loan serviced under the CGCMT 2014-GC23 pooling and servicing agreement)) in the amount, if any, by which the principal balance of such required appraisal loan, plus other amounts overdue or advanced in connection with such required appraisal 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 such required appraisal loan. In general, any appraisal reduction amount calculated with respect to a loan combination will be allocated to the related mortgage loan and companion loan(s) on a pro rata basis in accordance with their respective outstanding principal balances. In the case of an outside serviced mortgage loan, any appraisal reduction amounts will be calculated pursuant to, and by a party to, the related outside servicing agreement (as discussed under “-Loan Combinations” below). As a result of an appraisal reduction amount being calculated for and/or allocated to 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 Exchangeable Certificates and Class R certificates) and/or 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). In general, a mortgage loan (or loan combination, if applicable) will cease to be a required appraisal loan, and no longer be subject to an appraisal reduction amount, 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 (or loan combination, if applicable) to be a required appraisal loan.
At any time an Appraisal is ordered with respect to a property that would result in appraisal reduction amount with respect to a mortgage loan serviced under the CGCMT 2014-GC23 pooling and servicing agreement that would result in a change in the controlling class, certain certificateholders will have a right to request a new appraisal as described in the Prospectus Supplement.
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Age of Appraisals
|
Appraisals (which can be an update of a prior appraisal) with respect to a mortgage loan or loan combination serviced under the CGCMT 2014-GC23 pooling and servicing agreement 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.
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Sale of Defaulted
Loans
|
There will be no “Fair Market Value Purchase Option”. Instead defaulted mortgage loans will be sold in a process similar to the sale process for REO property. With respect to an outside serviced loan combination, the party acting as special servicer with respect to such outside serviced loan combination (as discussed under “-Loan Combinations” below) pursuant to the related outside servicing agreement (the “outside special servicer”) may offer to sell to any person (or may offer to purchase) for cash such outside serviced loan combination in accordance with the terms of the related outside servicing agreement during such time as such outside serviced loan combination constitutes a sufficiently defaulted mortgage loan thereunder and, in connection with any such sale, the related outside special servicer is required to sell both the applicable outside serviced mortgage loan and the related companion loan(s) as one whole loan.
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STRUCTURAL OVERVIEW (continued)
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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 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.
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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 F and Class G certificates that has an outstanding certificate principal amount as notionally reduced by any appraisal reduction amounts allocated to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates, or if no such class meets the preceding requirement, then the Class F certificates will be the controlling class. 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 one or more entities managed by Rialto Capital Advisors, LLC will be the initial holder of a majority of the controlling class certificates by certificate principal amount and is expected to appoint Rialto CMBS III, LLC, to be the initial Controlling Class Representative.
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Control Termination
Event
|
Will occur when no class of the Class F and Class G certificates has an outstanding certificate principal amount as notionally reduced by any appraisal reduction amounts allocated to such class, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates or when a Control Termination Event is deemed to have occurred pursuant to the terms of the pooling and servicing agreement.
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Consultation
Termination Event |
Will occur when no Class of the Class F and Class G certificates has an outstanding certificate principal amount, without regard to the allocation of any appraisal reduction amounts, that is equal to or greater than 25% of the initial certificate principal amount of that class of certificates or when a Consultation Termination Event is deemed to have occurred pursuant to the terms of the pooling and servicing agreement.
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Control/Consultation Rights
|
So long as a Control Termination Event does not exist, the Controlling Class Representative will be entitled to have consent and consultation rights with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts).
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 an 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 an 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.
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STRUCTURAL OVERVIEW (continued)
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Control/Consultation Rights (continued)
|
If at any time that the current holder of the Controlling Class (or its designee) or one of its affiliates, or any successor Controlling Class Representative or Controlling Class Certificateholder(s) is no longer the certificateholder (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 an outside serviced loan combination, the controlling class representative will have limited consultation rights, and the applicable outside controlling class representative pursuant to the related outside servicing agreement will have consultation, approval and direction rights, with respect to certain major decisions (including with respect to assumptions, waivers, loan modifications and workouts) regarding such outside serviced loan combination, as provided for in the related co-lender agreement and in the related outside servicing agreement, and as described under “Description of the Mortgage Pool—The Loan Combinations” in the Prospectus Supplement.
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Loan Combinations
|
The Selig Portfolio mortgage loan, which will be contributed to the issuing entity, has an outstanding principal balance as of the Cut-off Date of $97,000,000 and represents approximately 7.9% of the Initial Pool Balance, and has a related companion loan, which was contributed to the mortgage pool backing the GS Mortgage Securities Trust 2014-GC22, Commercial Mortgage Pass-Through Certificates, Series 2014-GC22 (referred to in this Term Sheet as the “GSMS 2014-GC22 certificates”).
The Selig Portfolio mortgage loan is referred to in this Term Sheet as an “outside serviced mortgage loan”, and an outside serviced mortgage loan, together with the related companion loan, is referred to in this Term Sheet as an “outside serviced loan combination”. The Selig Portfolio mortgage loan and the related companion loan are being serviced pursuant to the pooling and servicing agreement governing the issuance of the GSMS 2014-GC22 certificates (referred to in this Term Sheet as the “GSMS 2014-GC22 pooling and servicing agreement”), pursuant to which Wells Fargo Bank, National Association is acting as master servicer and CWCapital Asset Management LLC is acting as special servicer. The GSMS 2014-GC22 pooling and servicing agreement is referred to in this Term Sheet (in each case, with respect to the applicable outside serviced mortgage loan) as an “outside servicing agreement”. The controlling class representative under the GSMS 2014-GC22 securitization is referred to in this Term Sheet (in each case, with respect to the applicable outside serviced mortgage loan) as an “outside controlling class representative”. See “Description of the Mortgage Pool – The Loan Combinations” in the Prospectus Supplement.
Accordingly, all decisions, consents, waivers, approvals and other actions on the part of the holders of the outside serviced mortgage loans and the related companion loan will be effected in accordance with the related outside servicing agreement and the related co-lender agreement. Consequently, the servicing provisions described in this Term Sheet will generally not be applicable to an outside serviced mortgage loan, but instead the servicing and administration of an outside serviced mortgage loan will be governed by the related outside servicing agreement.
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Servicing Standard
|
Each of the mortgage loans, excluding the outside serviced mortgage loan, will be serviced by the master servicer and the special servicer pursuant to the terms of the pooling and servicing agreement. The mortgage loans serviced pursuant to the pooling and servicing agreement are referred to in this Term Sheet as “serviced mortgage loans.” 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).
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STRUCTURAL OVERVIEW (continued)
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Termination of Special Servicer
|
Prior to the occurrence and continuance of a Control Termination Event, the special servicer (with respect to all of the serviced mortgage loans) may be removed and replaced by the controlling class representative with or without cause at any time.
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 R certificates) may request a vote to replace the special servicer with respect to the serviced mortgage loans. 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 R certificates), or (b) more than 50% of the voting rights of each class of Non-Reduced Certificates (as defined under “Certain Definitions” below) vote affirmatively to so replace (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 trust component with the same alphabetic class designation, as a single “Class” for such purpose).
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 serviced mortgage loans) 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 class of the Class A-S, Class B and Class C certificates, together with the Class PEZ certificates’ applicable percentage interest of the trust component with the same alphabetic class designation, as a single “Class” for such purpose) vote affirmatively to so replace.
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STRUCTURAL OVERVIEW (continued)
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Servicing
Compensation
|
Modification Fees: Certain fees resulting from modifications, amendments, waivers or other changes to the terms of the loan documents, as more fully described in the Prospectus Supplement, will be used to offset expenses on the related 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 serviced 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). Any excess modification fees not so applied to offset expenses will be available as compensation to the master servicer and/or special servicer. 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 serviced mortgage loan will be subject to a cap equal to the greater of (i) 1% of the outstanding principal balance of such mortgage loan after giving effect to such transaction and (ii) $25,000.
All excess modification fees earned by the special servicer will be required to offset any future workout fees or liquidation fees payable with respect to the related serviced mortgage loan or related REO property; provided, that if the serviced mortgage loan ceases being a corrected loan, and is subject to a subsequent modification, any excess modification fees earned by the special servicer prior to such serviced mortgage loan (or serviced loan combination, if applicable) ceasing to be a corrected loan will no longer be offset against future liquidation fees and workout fees unless such serviced mortgage loan ceased to be a corrected loan within 18 months of it becoming a modified mortgage loan.
Penalty Fees: All late fees and default interest will first be used to reimburse certain expenses previously incurred with respect to the related serviced mortgage loan (other than special servicing fees, workout fees and liquidation fees) but not yet reimbursed to the trust, the master servicer or the special servicer or to pay certain expenses (other than special servicing fees, workout fees and liquidation fees) that are still outstanding on the related serviced mortgage loan, and any excess will be paid to the master servicer (for penalty fees accrued while a non-specially serviced mortgage loan) and the special servicer (for penalty fees accrued while a specially serviced mortgage loan). 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.
Liquidation / Workout Fees: Liquidation fees will be calculated at the lesser of (a) 1.0% and (b) such rate as would result in a liquidation fee of $1,000,000, for each specially serviced mortgage loan and REO property (other than an outside serviced mortgage loan or any related REO Property), subject in any case to a minimum liquidation fee of $25,000. For any corrected mortgage loan (other than an outside serviced mortgage loan), workout fees will be calculated at the lesser of (a) 1.0% and (b) such 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) 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 in any case 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) 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.
|
STRUCTURAL OVERVIEW (continued) |
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
|
n
|
“ADR”: Means, for any hospitality property, average daily rate.
|
n
|
“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 six (6) months prior to the origination date of the related mortgage loan. The appraisals for certain of the mortgaged properties state an “as stabilized,” “as repaired,” “hypothetical,” or “as renovated” 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. For purposes of calculating the Maturity Date LTV Ratio for certain mortgage loans, the “as stabilized” or “as renovated” 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.
|
n
|
“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.
|
n
|
“FF&E”: Furniture, fixtures and equipment.
|
n
|
“GLA”: Gross leasable area.
|
n
|
“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, multifamily and manufactured community 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. With respect to the mortgage loan secured by the Hyatt NYC Portfolio, representing approximately 7.3% of the Initial Pool Balance, each operating lessee established an operating account (which is pledged to the lender and subject to an account control agreement in favor of the lender) pursuant to the management agreements into which the revenues of the respective properties are deposited, following which the property manager is only required to transfer to the lender’s cash management account (which is subject to an account control agreement and pledged to the lender) amounts from that operating account that would otherwise be payable to the borrower under the related management agreement, after payment of operating expenses, management fees, any reserves required under the management agreement and all other amounts required or permitted to be paid by the property manager pursuant to the management agreement in the performance of its duties and obligations with respect to each mortgaged property, and the lender has no rights with respect to directing monies in that operating account until the management agreement has been terminated, however, the loan agreement prohibits the borrower or operating lessee from withdrawing or transferring money from such operating account during the continuance of an event of default under the related loan documents.
|
n
|
“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.
|
n
|
“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.
|
n
|
“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.
|
n
|
“Non-Reduced Certificates”: Each class of certificates (other than 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 trust component with the same alphabetic class designation, as a single “Class” for such purpose) that has an outstanding certificate principal amount as may be notionally reduced by any appraisal reduction amounts 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.
|
n
|
“Occupancy Cost”: With respect to any mortgaged property, total rental revenues divided by total sales.
|
n
|
“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.
|
n
|
“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.
|
n
|
“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.
|
CERTAIN DEFINITIONS (continued)
|
n
|
“Owned Occupancy”: With respect to any particular mortgaged property, as of a certain date (or, in the case of a hospitality property, for a trailing 12-month period ending on a certain date), the percentage of net rentable square footage, available rooms, units or pads that are leased or rented (as applicable), solely with respect to the aggregate leased space, available 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 twelve months after the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the related mortgaged property; in some cases, assumptions regarding leases under negotiation being executed; in some cases, assumptions regarding tenants taking additional space in the future if currently committed to do so 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.
|
n
|
“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.
|
n
|
“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.
|
n
|
“Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by the rating agencies engaged by the depositor 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 (or, with respect to a matter that affects a serviced loan combination, any class of securities backed by the related serviced companion loan). 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.
|
n
|
“RevPAR”: Means, with respect to any hospitality property, revenues per available room.
|
n
|
“SF”: Square feet.
|
n
|
“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, multifamily and manufactured housing community 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.
|
n
|
“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.
|
n
|
“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.
|
n
|
“Total Occupancy”: With respect to any particular mortgaged property, as of a certain date (or, in the case of a hospitality property, for a trailing 12-month period ending on a certain date), the percentage of net rentable square footage, available rooms, units or pads that are leased or rented (as applicable), for the aggregate leased space, available 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 twelve months after the Cut-off Date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the related mortgaged property; in some cases, assumptions regarding leases under negotiation being executed; in some cases, assumptions regarding tenants taking additional space in the future if currently committed to do so 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.
|
n
|
“TRIPRA”: Means the Terrorism Risk Insurance Program Reauthorization Act of 2007.
|
n
|
“TTM”: Means trailing twelve months.
|
n
|
“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.
|
n
|
“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 (including, but not limited to, with respect to future occupancy and rental rates), 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.
|
CERTAIN DEFINITIONS (continued)
|
n
|
“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 loan combination, 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.
|
n
|
“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, month-to-month leases (based on current rent roll and annualized), 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 13 months (or, in the case of the 401 South La Brea mortgage loan, up to 67 months) past the Cut-off Date, in certain cases certain appraiser estimates of rental income, 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, manufactured housing community 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 period or in some cases may have relied on information provided in the appraisal for market rental rates and vacancy. In certain cases, with respect to mortgaged properties with leases with rent increases or rent decreases during the term of the related mortgage loan, Underwritten Revenues were based on the average rent over the term of the mortgage loan. 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.
|
28-40 WEST 23RD STREET |
28-40 WEST 23RD STREET |
28-40 WEST 23RD STREET |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||||||||
Location (City/State)
|
New York, New York
|
Cut-off Date Principal Balance
|
$140,000,000
|
||||||||
Property Type(1)
|
Mixed Use
|
Cut-off Date Principal Balance per SF(1)
|
$245.10
|
||||||||
Size (SF)(1)
|
571,205
|
Percentage of Initial Pool Balance
|
11.4%
|
||||||||
Total Occupancy as of 7/1/2014
|
87.1%
|
Number of Related Mortgage Loans
|
None
|
||||||||
Owned Occupancy as of 7/1/2014
|
87.1%
|
Type of Security
|
Fee Simple
|
||||||||
Year Built / Latest Renovation
|
1911 / 1987
|
Mortgage Rate
|
3.8600%
|
||||||||
Appraised Value
|
$515,000,000
|
Original Term to Maturity (Months)
|
120
|
||||||||
Original Amortization Term (Months)
|
NAP
|
||||||||||
Original Interest Only Period (Months)
|
120
|
||||||||||
Underwritten Revenues
|
$33,930,089
|
||||||||||
Underwritten Expenses
|
$11,657,843
|
Escrows
|
|||||||||
Underwritten Net Operating Income (NOI)
|
$22,272,247
|
Upfront
|
Monthly
|
||||||||
Underwritten Net Cash Flow (NCF)
|
$21,011,210
|
Taxes
|
$903,290
|
$451,645
|
|||||||
Cut-off Date LTV Ratio
|
27.2%
|
Insurance(2)
|
$0
|
$0
|
|||||||
Maturity Date LTV Ratio
|
27.2%
|
Replacement Reserves(2)
|
$0
|
$0
|
|||||||
DSCR Based on Underwritten NOI / NCF
|
4.06x / 3.83x
|
TI/LC(2)
|
$0
|
$0
|
|||||||
Debt Yield Based on Underwritten NOI / NCF
|
15.9% / 15.0%
|
Other
|
$0
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$140,000,000
|
99.9%
|
Principal Equity Distribution
|
$76,224,148
|
54.4%
|
Other Sources
|
100,000
|
0.1
|
Loan Payoff
|
57,008,517
|
40.7
|
Closing Costs
|
5,964,046
|
4.3
|
|||
Reserves
|
903,290
|
0.6
|
|||
Total Sources
|
$140,100,000
|
100.0%
|
Total Uses
|
$140,100,000
|
100.0%
|
|
(1)
|
The 28-40 West 23rd Street Property is a mixed use property with a total of 452,705 SF of office space and 118,500 SF of retail space.
|
|
(2)
|
See “—Escrows” below.
|
n
|
The Mortgage Loan. The mortgage loan (the “28-40 West 23rd Street Loan”) is evidenced by a note in the original principal amount of $140,000,000 and is secured by a first mortgage encumbering the borrower’s fee interest in a mixed use property located in New York, New York (the “28-40 West 23rd Street Property”). The 28-40 West 23rd Street Loan was originated by Citigroup Global Markets Realty Corp. on June 10, 2014. The 28-40 West 23rd Street Loan has an outstanding principal balance as of the Cut-off Date of $140,000,000 which represents approximately 11.4% of the Initial Pool Balance, and accrues interest at an interest rate of 3.8600% per annum. The proceeds of the 28-40 West 23rd Street Loan were primarily used to refinance the 28-40 West 23rd Street Property.
|
|
The 28-40 West 23rd Street Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date and requires interest only payments during the entire term of the 28-40 West 23rd Street Loan. The scheduled maturity date of the 28-40 West 23rd Street Loan is the due date in July 2024. At any time after the second anniversary of the securitization Closing Date, the 28-40 West 23rd Street Loan may be defeased with certain direct full faith and credit obligations of the United States of America or other obligations which are “government securities” permitted under the loan documents. Voluntary prepayment of the 28-40 West 23rd Street Loan without prepayment premium or yield maintenance charge is permitted on or after the due date in May 2024.
|
n
|
The Mortgaged Property. The 28-40 West 23rd Street Property is located on the south side of West 23rd Street, between Fifth and Sixth Avenues, in the Flatiron submarket of New York City. The 28-40 West 23rd Street Property is a Class B, mixed-use property comprised of two adjacent mixed use office and retail buildings with a total of 571,205 SF consisting of 452,705 SF of office space and 118,500 SF of retail space. The two adjoining buildings contain 508,600 SF in the 12-story portion of the building (28 West) and 62,605 SF in the six-story portion of the building (40 West) for a total of 571,205 SF. As of July 1, 2014, the Total Occupancy was 87.1%.
|
28-40 WEST 23RD STREET |
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
|
||||||||
AppNexus
|
NR / NR / NR
|
219,105
|
38.4%
|
$12,032,025
|
44.3%
|
$54.91
|
2/28/2024
|
1, 5-year option
|
||||||||
Home Depot USA Inc.
|
A- / A2 / A
|
118,500
|
20.7
|
6,271,640
|
23.1
|
52.93
|
1/31/2024
|
None
|
||||||||
Aramis
|
A+ / A2 / A+
|
90,500
|
15.8
|
4,817,450
|
17.7
|
53.23
|
1/31/2028
|
1, 5-year option
|
||||||||
Converse
|
AA / A1 / AA-
|
69,600
|
12.2
|
4,053,844
|
14.9
|
58.24
|
11/30/2019
|
1, 5-year option
|
||||||||
Largest Tenants
|
497,705
|
87.1%
|
$27,174,960
|
100.0%
|
$54.60
|
|||||||||||
Vacant
|
73,500
|
12.9
|
0
|
0.0
|
0.00
|
|||||||||||
Total / Wtd. Avg. All Owned Tenants
|
571,205
|
100.0%
|
$27,174,960
|
100.0%
|
$54.60
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
Tenant Name
|
Tenant Description
|
Renewal / Extension Options
|
||
AppNexus
|
AppNexus is a New York City-based company that provides a platform specializing in real-time online advertising. AppNexus offers online auction infrastructure and technology for data management, optimization, financial clearing and support for directly negotiated advertising campaigns. It operates out of multiple data centers, including one in Amsterdam serving Europe and the Middle East. AppNexus is a private company. It was founded in 2007.
|
1, 5-year option
|
||
Home Depot USA Inc.
|
Home Depot USA Inc. is an American retailer of home improvement and construction products and services. The company is headquartered in Atlanta, Georgia and it operates many big-box format stores across the United States, all ten provinces of Canada, as well as Mexico. Home Depot USA Inc. trades on the NYSE (HD). The company was founded in 1978 and it has 340,000 employees.
|
NA
|
||
Aramis
|
Aramis, which is part of the Estee Lauder companies, is a New York-based company that manufactures and markets a brand of men’s fragrance and grooming products that is mainly sold in department stores. The parent company, Estee Lauder Companies, is a manufacturer and marketer of skincare, makeup, fragrance and hair care products. Estee Lauder Companies trades on the NYSE (EL). The company was founded in 1946 and it has 38,500 employees.
|
1, 5-year option
|
||
Converse
|
Converse manufactures and sells basketball sneakers. The company was acquired by Nike, Inc. in 2003. Nike, Inc. is an American multinational corporation that is engaged in the design, development, manufacturing and worldwide marketing and selling of footwear, apparel, equipment, accessories and services. Nike, Inc. trades on the NYSE (NKE). It was founded in 1964 and it has 44,000 employees.
|
1, 5-year option
|
28-40 WEST 23RD STREET |
Year Ending
December 31,
|
Expiring Owned
GLA
|
% of Owned
GLA
|
Cumulative % of Owned GLA
|
UW Base Rent (2)
|
% 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
|
|||||||
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
|
69,600
|
12.2
|
12.2%
|
4,053,844
|
14.9
|
58.24
|
1
|
|||||||
2020
|
0
|
0.0
|
12.2%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2021
|
0
|
0.0
|
12.2%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2022
|
0
|
0.0
|
12.2%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2023
|
0
|
0.0
|
12.2%
|
0
|
0.0
|
0.00
|
0
|
|||||||
2024
|
337,605
|
59.1
|
71.3%
|
18,303,665
|
67.4
|
54.22
|
2
|
|||||||
2025 & Thereafter
|
90,500
|
15.8
|
87.1%
|
4,817,450
|
17.7
|
53.23
|
1
|
|||||||
Vacant
|
73,500
|
12.9
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||
Total / Wtd. Avg.
|
571,205
|
100.0%
|
$27,174,960
|
100.0%
|
$54.60
|
4
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2009(1)
|
2010(1)
|
2011(1)
|
2012(2)
|
2013(2)
|
As of 7/1/2014
|
|||||||
Owned Space
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
86.9%
|
87.1%
|
|
(1)
|
As provided by the borrower and represents occupancy as of January 5, for the indicated year.
|
|
(2)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year.
|
2011
|
2012
|
2013
|
||||
Base Rent per SF
|
$40.60
|
$35.11
|
$45.33
|
|
(1)
|
Base Rent PSF calculation is based on borrower provided rental figures and total occupied square footage of 571,205 (2011), 571,205 (2012) and 496,377 (2013).
|
28-40 WEST 23RD STREET |
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 28-40 West 23rd Street Property:
|
2011
|
2012
|
2013
|
TTM 3/31/2014
|
Underwritten
|
Underwritten
$ per SF
|
|||||||
Base Rent
|
$23,193,584
|
$20,056,502
|
$22,503,149
|
$22,660,719
|
$27,174,960
|
$47.57
|
||||||
Contractual Rent Steps(2)
|
0
|
0
|
0
|
0
|
3,183,189
|
5.57
|
||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
4,508,000
|
7.89
|
||||||
Total Rent
|
$23,193,584
|
$20,056,502
|
$22,503,149
|
$22,660,719
|
$34,866,148
|
$61.04
|
||||||
Total Reimbursables
|
1,002,701
|
1,217,138
|
1,245,976
|
1,325,148
|
1,421,022
|
2.49
|
||||||
Other Income(3)
|
2,150,242
|
2,124,248
|
2,401,014
|
2,373,476
|
2,150,919
|
3.77
|
||||||
Less Vacancy & Credit Loss
|
(0
|
) |
(0
|
) |
(0
|
) |
(0
|
) |
(4,508,000
|
) |
(7.89)
|
|
Effective Gross Income
|
$26,346,527
|
$23,397,888
|
$26,150,139
|
$26,359,343
|
$33,930,089
|
$59.40
|
||||||
Total Operating Expenses
|
$7,559,519
|
$9,711,496
|
$10,545,954
|
$10,818,310
|
$11,657,843
|
$20.41
|
||||||
Net Operating Income(4)
|
$18,787,008
|
$13,686,392
|
$15,604,185
|
$15,541,033
|
$22,272,247
|
$38.99
|
||||||
TI/LC
|
0
|
0
|
0
|
0
|
1,146,796
|
2.01
|
||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
114,241
|
0.20
|
||||||
Net Cash Flow
|
$18,787,008
|
$13,686,392
|
$15,604,185
|
$15,541,033
|
$21,011,210
|
$36.78
|
|
(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 Contractual Rent Steps include contractual rent steps through December 1, 2014 for AppNexus. Underwritten Base Rent includes the present value of contractual rent steps (discounted at an 8.0% discount rate) pursuant to the Home Depot USA Inc., Aramis and Converse leases.
|
|
(3)
|
Other Income includes submetered electric, water/sewer, sprinkler, freight elevator, chilled water and other miscellaneous items.
|
|
(4)
|
The net operating income for the period beginning on January 1, 2014 and ending on March 31, 2014 is $3,119,293.
|
n
|
Appraisal. According to the appraisal, the 28-40 West 23rd Street Property had an “as-is” appraised value of $515,000,000 as of an effective date of May 1, 2014.
|
n
|
Environmental Matters. Based on a Phase I environmental report dated April 23, 2014, the environmental consultant did not identify evidence of a recognized environmental condition and recommended no further action other than the institution of an operations and maintenance plan for asbestos, which was in place at origination of the 28-40 West 23rd Street Loan.
|
n
|
Market Overview and Competition. According to the appraisal, the 28-40 West 23rd Street Property is located in the Madison/Union Square office submarket of Manhattan. According to a third party report, the Madison/Union Square office submarket’s total office inventory, as of the fourth quarter of 2013 was approximately 31.1 million SF. The overall vacancy for that same period was 10.0% and the overall average asking rents were $62.61 per SF. Additionally, the appraiser surveyed 35 buildings that were considered competitive with the 28-40 West 23rd Street Property and determined that eight buildings compete directly with the 28-40 West 23rd Street Property. The eight buildings that compete directly with the 28-40 West 23rd Street Property totaled approximately 2.3 million SF with an average vacancy of 1.8% and average asking rents ranging from $43.00 to $69.00 per SF. According to a third party report, the 28-40 West 23rd Street Property is located within the Chelsea retail submarket of Manhattan. As of the first quarter of 2014, the Chelsea retail submarket consisted of approximately 5.8 million SF comprised of 496 buildings with a total vacancy rate for retail buildings of 3.5% and an average gross rental rate of $110.01 per SF.
|
28-40 WEST 23RD STREET |
27 West 23rd Street
|
50 West 23rd Street
|
53 West 23rd Street
|
230 Fifth Avenue
|
|||||
Year Built
|
1920
|
1892, 1990
|
1916
|
1915
|
||||
Total NRA
|
159,000
|
300,000
|
175,000
|
300,000
|
||||
Total Occupancy
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
||||
Quoted Rent Rate per SF
|
NA
|
NA
|
NA
|
NA
|
||||
245 Fifth Avenue
|
261 Fifth Avenue
|
620 Avenue of the
Americas
|
200 Park Avenue South
|
|||||
Year Built
|
1926
|
1928
|
1896
|
1908
|
||||
Total NRA
|
258,356
|
411,424
|
488,000
|
225,000
|
||||
Total Occupancy
|
89.4%
|
97.6%
|
100.0%
|
98.1%
|
||||
Quoted Rent Rate per SF
|
$43.00-$69.00
|
$55.00
|
NA
|
$55.00-$67.00
|
|
(1)
|
Certain lease comparables shown in the above table may be renewals.
|
|
(2)
|
Source: Appraisal.
|
Property
|
Tenant Name
|
Total GLA
|
In Place Rent PSF
|
|||
28-40 West 23rd Street
|
571,205
|
$55
|
||||
101 Seventh Avenue
|
Barney’s
|
50,450
|
$102
|
|||
608 Fifth Avenue
|
Topshop
|
44,287
|
$360
|
|||
249 West 17th Street
|
Room & Board
|
60,919
|
$77
|
|||
1095 Avenue of the Americas
|
Whole Foods
|
33,338
|
$200
|
|||
1293 Broadway
|
H&M
|
50,456
|
$297
|
|||
1095 Avenue of the Americas
|
Equinox
|
30,126
|
$92
|
|||
1333 Broadway
|
Urban Outfitters
|
58,301
|
$106
|
|||
766 Avenue of the Americas
|
Fairway
|
25,300
|
$83
|
|||
Total / Wtd. Avg.(2)
|
353,177
|
$163
|
n
|
The Borrower. The borrower is 23rd Street Properties LLC, a single member Delaware limited liability company organized as a recycled single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 28-40 West 23rd Street Loan. The borrower for the 28-40 West 23rd Street Property is controlled by three investors, Michael T. Cohen, Robert Getreu and Andrew H. Roos. Michael T. Cohen, Robert Getreu and Andrew H. Roos are employed by Colliers International, a global real estate firm active in the New York City market. There is no non-recourse carveout guarantor for the 28-40 West 23rd Street Loan.
|
28-40 WEST 23RD STREET |
n
|
Escrows. On the origination date, the borrower funded aggregate reserves of $903,290, for real estate taxes, with respect to the 28-40 West 23rd Street Property.
|
n
|
Lockbox and Cash Management. The 28-40 West 23rd Street Loan requires a springing lockbox whereby the loan documents require that, upon the first occurrence of a 28-40 West 23rd Street Trigger Period, the lender is required to establish and thereafter maintain on the borrower’s behalf a lender controlled lockbox account. Upon origination, the borrower delivered to lender in escrow a notice to tenants directing the tenants to pay their rents directly into such lender controlled lockbox account, and upon the occurrence of a 28-40 West 23rd Street Trigger Period, the lender may release that notice from escrow and deliver to the tenants. Upon the establishment of such lender controlled lockbox account, on each business day, sums on deposit in the lockbox account shall be transferred to a lender controlled cash management account (which cash management account is also to be established and thereafter maintained by the lender on borrower’s behalf upon the first occurrence of a 28-40 West 23rd Street Trigger Period). On each due date, the loan documents require that all amounts on deposit in the cash management account, if any, after payment of debt service and funding of any required monthly reserves for budgeted operating expenses, real estate taxes, insurance premiums, replacement reserves, and other amounts due and owing to the lender and/or servicer pursuant to the terms of the 28-40 West 23rd Street Loan documents, (i) to the extent that a 28-40 West 23rd Street Trigger Period has occurred and is continuing, be held by the lender as additional collateral for the 28-40 West 23rd Street Loan, or (ii) to the extent that no 28-40 West 23rd Street Trigger Period exists, be disbursed to the borrower. During the continuance of an event of default under the 28-40 West 23rd Street Loan, the lender may apply any funds in the cash management account to amounts payable under the 28-40 West 23rd Street Loan and/or toward the payment of expenses of the 28-40 West 23rd Street Property, in such order of priority as the lender may determine.
|
28-40 WEST 23RD STREET |
n
|
Property Management. The 28-40 West 23rd Street Property is currently managed by Colliers Tri-State Management LLC pursuant to a management agreement. Under the loan documents, the 28-40 West 23rd Street Property may not be managed by any party other than Colliers Tri-State Management LLC or another management company approved by the lender in accordance with the loan documents; provided, however, if no event of default under the 28-40 West 23rd Street loan documents exists, the borrower can replace Colliers Tri-State Management LLC, with a property manager approved by the lender in writing, which such approval may be conditioned upon the lender’s receipt of a Rating Agency Confirmation, and if such property manager is an affiliate of the borrower, a new non-consolidation opinion from the borrower’s counsel. The lender has the right to terminate the management agreement and replace the property manager or require that the borrower terminate the management agreement and replace the property manager if (a) the property manager becomes insolvent or a debtor in (i) any involuntary bankruptcy or insolvency proceeding that is not dismissed within ninety (90) days of the filing thereof, or (ii) any voluntary bankruptcy or insolvency proceeding; (b) there exists an event of default under the 28-40 West 23rd Street Loan which remains uncured and is continuing; (c) the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds; or (d) there exists a default by the property manager beyond all applicable notice and cure periods under the management agreement.
|
n
|
Mezzanine or Subordinate Indebtedness. Mezzanine debt secured by a pledge of direct or indirect equity interests in borrower is permitted from certain qualified institutional lenders meeting the requirements set forth in the 28-40 West 23rd Street loan agreement, so long as, among other things (a) after giving effect to the mezzanine loan, the debt service coverage ratio is equal to or greater than 1.40x and the debt yield is equal to or greater than 9%, provided that, (i) the principal amount of the mezzanine loan includes the maximum amount of all possible earn-out or other advances or negative amortization or similar features contemplated in the mezzanine loan which would in any way increase the principal amount due and the debt service due under the mezzanine loan includes corresponding increases in debt service payments due as a result of the foregoing and (ii) with respect to the calculation of the debt service coverage ratio, the aggregate debt service component includes an imputed additional amount of debt service due under the loan and the mezzanine loan, in each case, in an amount equal to monthly amortization payments under the 28-40 West 23rd Street loan agreement for the applicable period based, in each case, upon a thirty-year amortization schedule); (b) after giving effect to the mezzanine loan, the loan-to-value ratio will be equal to or less than 65% (provided that for the purposes of calculating the loan-to-value ratio, the principal amount of the mezzanine loan will include the maximum amount of all possible earn-out or other advances or negative amortization or similar features contemplated in the mezzanine loan which would in any way increase the principal amount due); (c) the mezzanine lender has entered into an intercreditor agreement acceptable in form and substance acceptable to the lender and the Rating Agencies, and (d) the borrower delivers to the lender a Rating Agency Confirmation.
|
n
|
Terrorism Insurance. The borrower is required to maintain an “all-risk” insurance policy in an amount equal to the full replacement cost of the 28-40 West 23rd Street Property, plus a business interruption insurance policy that provides 18 months of business interruption coverage with an additional 6 months extended period of indemnity or until the income is restored to prior level (whichever first occurs). The “all-risk” insurance is required to contain a deductible that is no higher than $25,000. With respect to the aforesaid insurance policies, the same are required to provide terrorism coverage; provided, that, If TRIPRA (or such subsequent statute, extension or reauthorization) is not in effect and terrorism coverage becomes subject to rating and availability on the open market, the borrower shall not be required to pay additional annual premiums in excess of an amount equal to two times the annual premium for the insurance policies required to be maintained under the 28-40 West 23rd Street Loan documents (without giving effect to the terrorism insurance components of said policies) in order to obtain terrorism coverage as part of any applicable insurance policy (but the borrower shall be obligated to purchase the maximum amount of terrorism coverage available with respect to the applicable insurance policy with funds equal to the aforesaid amount). See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
SELIG PORTFOLIO |
SELIG PORTFOLIO |
SELIG PORTFOLIO |
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
7
|
Loan Seller
|
GSMC
|
|||
Location (City/State)
|
Seattle, Washington
|
Cut-off Date Principal Balance(4)
|
$97,000,000
|
|||
Property Type
|
Office
|
Cut-off Date Principal Balance per SF(2)
|
$181.97
|
|||
Size (SF)
|
1,082,617
|
Percentage of Initial Pool Balance
|
7.9%
|
|||
Total Occupancy as of 3/25/2014(1)
|
85.4%
|
Number of Related Mortgage Loans
|
None
|
|||
Owned Occupancy as of 3/25/2014(1)
|
85.4%
|
Type of Security
|
Fee Simple
|
|||
Year Built / Latest Renovation
|
Various / Various
|
Mortgage Rate
|
4.6080%
|
|||
Appraised Value
|
$335,300,000
|
Original Term to Maturity (Months)
|
120
|
|||
Original Amortization Term (Months)
|
NAP
|
|||||
Original Interest Only Term (Months) | 120 | |||||
Underwritten Revenues
|
$27,283,001
|
|||||
Underwritten Expenses
|
$7,205,223
|
Escrows
|
||||
Underwritten Net Operating Income (NOI)
|
$20,077,778
|
Upfront
|
Monthly
|
|||
Underwritten Net Cash Flow (NCF)
|
$18,955,579
|
Taxes
|
$154,704
|
$154,704
|
||
Cut-off Date LTV Ratio(2)
|
58.8%
|
Insurance
|
$178,601
|
$13,739
|
||
Maturity Date LTV Ratio(2)(3)
|
55.6%
|
Replacement Reserve
|
$0
|
$22,553
|
||
DSCR Based on Underwritten NOI / NCF(2)
|
2.18x / 2.06x
|
TI/LC
|
$0
|
$135,316
|
||
Debt Yield Based on Underwritten NOI / NCF(2)
|
10.2% / 9.6%
|
Other(5)
|
$3,151,122
|
$0
|
Sources and Uses(2) | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$197,000,000
|
99.4%
|
Loan Payoff
|
$193,987,842
|
97.9%
|
Principal’s New Cash Contribution
|
1,219,280
|
0.6
|
Reserves
|
3,484,427
|
1.8
|
Closing Costs
|
747,011
|
0.4
|
|||
Total Sources
|
$198,219,280
|
100.0%
|
Total Uses
|
$198,219,280
|
100.0%
|
|
(1)
|
Total Occupancy and Owned Occupancy include 25,909 SF for the following tenants who have executed leases but have not yet taken occupancy or begun paying rent: Walsh Construction, Lorber Law and Seattle Corporate Search. The Total Occupancy and Owned Occupancy without taking into account these signed but not open tenants are both 83.0%. We cannot assure you that these tenants will take occupancy and begin paying rent as expected or at all.
|
|
(2)
|
Calculated based on the Selig Portfolio Loan Combination.
|
|
(3)
|
The Maturity Date LTV Ratio is calculated utilizing the “as-stabilized” appraised value of $354,500,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value is 58.8%. See “—Appraisal” below.
|
|
(4)
|
The Cut-off Date Principal Balance of $97,000,000 represents the note A-2 of a $197,000,000 loan combination evidenced by two pari passu notes. The note A-1 companion loan, with an aggregate principal balance of $100,000,000, was contributed to the GSMS 2014-GC22 transaction.
|
|
(5)
|
Other upfront reserve represents a free rent reserve amount equal to seven months’ base rent under the Amazon lease in connection with the seven-month free rent period prior to November 21, 2014 when Amazon is required to take occupancy and begin paying rent ($2,478,190), tenant allowances ($419,822) and a deferred maintenance reserve ($253,110). See “—Escrows” below.
|
n
|
The Mortgage Loan. The mortgage loan (the “Selig Portfolio Loan”) is part of a loan combination structure (the “Selig Portfolio Loan Combination”) comprised of two pari passu notes that are together secured by first mortgages encumbering seven office buildings located in Seattle, Washington (collectively, the “Selig Portfolio Properties”). The Selig Portfolio Loan (evidenced by Note A-2), which will be contributed to the Issuing Entity, has an outstanding principal balance as of the Cut-off Date of $97,000,000 and represents approximately 7.9% of the Initial Pool Balance. The related companion loan (evidenced by Note A-1) was contributed to the GSMS 2014-GC22 transaction and has an outstanding principal balance as of the Cut-off Date of $100,000,000. The Selig Portfolio Loan Combination was originated by Goldman Sachs Mortgage Company on April 24, 2014. The Selig Portfolio Loan Combination has an original principal balance of $197,000,000 and each note has an interest rate of 4.6080% per annum. The borrower utilized the proceeds of the Selig Portfolio Loan Combination to refinance the existing debt on the Selig Portfolio Properties.
|
SELIG PORTFOLIO |
n
|
The Mortgaged Properties. The Selig Portfolio Properties consist of three Class A, one Class A/B and three Class B office buildings located in Seattle, Washington and were constructed between 1970 and 2009 The collateral securing the Selig Portfolio Loan Combination totals approximately 1,082,617 SF and the largest tenants include Amazon (17.6% GLA), Sound Transit (5.5% GLA) and Clear Channel Communications (3.5% GLA). As of March 25, 2014, Total Occupancy and Owned Occupancy were both 85.4%.
|
Property Name
|
City
|
State
|
Allocated
Cut-off Date
Loan Amount
|
Total
GLA |
Occupancy(1)(2)
|
Year Built / Renovated
|
Appraised
Value(1)
|
UW NCF(1)
|
||||||||
Fourth & Blanchard
|
Seattle
|
WA
|
$30,375,783
|
406,158
|
86.9%
|
1979 / NAP
|
$105,000,000
|
$5,587,768
|
||||||||
635 Elliott
|
Seattle
|
WA
|
24,879,212
|
190,956
|
100.0%
|
2009 / NAP
|
86,000,000
|
6,000,832
|
||||||||
645 Elliott
|
Seattle
|
WA
|
17,646,884
|
145,120
|
59.3%
|
2009 / NAP
|
61,000,000
|
2,139,102
|
||||||||
Fifth & Jackson
|
Seattle
|
WA
|
11,137,787
|
144,338
|
100.0%
|
2002 / NAP
|
38,500,000
|
2,867,610
|
||||||||
North Tower – 100 West Harrison
|
Seattle
|
WA
|
4,397,256
|
65,298
|
88.9%
|
1972 / 2003
|
15,200,000
|
896,036
|
||||||||
200 West Thomas
|
Seattle
|
WA
|
4,310,468
|
64,640
|
72.7%
|
1974 / 2003
|
14,900,000
|
745,515
|
||||||||
South Tower – 100 West Harrison
|
Seattle
|
WA
|
4,252,610
|
66,107
|
68.4%
|
1970 / 2003
|
14,700,000
|
718,715
|
||||||||
Total / Wtd. Avg.
|
$97,000,000
|
1,082,617
|
85.4%
|
$335,300,000
|
$18,955,579
|
|
(1)
|
Based on the Selig Portfolio Loan Combination.
|
|
(2)
|
Occupancy as of March 25, 2014.
|
Tenant Name
|
Tenant Description
|
Renewal / Extension Options
|
||
Amazon
|
Amazon.com (NASDAQ: AMZN) is an American e-commerce company headquartered in Seattle, Washington. Founded in 1994, Amazon is now a Fortune 100 company and one of the largest online retailers in the world, with $74.45 billion of net sales in 2013.
|
2, 5-year options
|
||
Sound Transit
|
Sound Transit (also known as the Central Puget Sound Regional Transit Authority) plans, builds and operates express bus, light rail and commuter train services for the urban areas of King, Pierce and Snohomish counties in Washington State. The entity is funded by public tax dollars.
|
2, 5-year options
|
||
Clear Channel Communications
|
Clear Channel Communications is one of the world’s leading media and entertainment companies, operating as CC Media Holdings (OTCBB: CCMO). Founded in 1972, Clear Channel consists of two main media businesses: Clear Channel Outdoor Holdings (NYSE: CCO) and Clear Channel Media and Entertainment. Clear Channel’s Media and Entertainment division has 243 million monthly listeners. It serves 150 cities through 850 owned radio stations in the U.S., as well as more than 140 stations in New Zealand and Australia.
|
2, 5-year options
|
||
Summit Law Group, PLLC
|
Summit Law Group is a Seattle-based regional law firm offering legal services in business, environmental, labor/employment and litigation areas.
|
2, 5-year options
|
||
Dept. of Labor & Industries
|
The Washington Department of Labor & Industries is a state agency dedicated to the safety, health and security of Washington’s workers. The agency helps employers meet safety and health standards, conducts inspections of workplaces when alerted to hazards, and oversees benefits to workers who are injured or become ill on the job, among other duties.
|
1, 3-year option
|
SELIG PORTFOLIO |
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
|
||||||||
Amazon(2)
|
NR / Baa1 / AA-
|
190,956
|
17.6%
|
$4,248,326
|
18.8%
|
$22.25
|
8/31/2019
|
2, 5-year options
|
||||||||
Sound Transit(3)(4)
|
NR / Aa2 / AAA
|
60,006
|
5.5
|
1,502,872
|
6.7
|
25.05
|
(3)
|
2, 5-year options
|
||||||||
Clear Channel Communications
|
CCC / Caa2 / CCC+
|
37,699
|
3.5
|
1,287,262
|
5.7
|
34.15
|
3/31/2026
|
2, 5-year options
|
||||||||
Summit Law Group, PLLC
|
NR / NR / NR
|
30,386
|
2.8
|
949,563
|
4.2
|
31.25
|
12/31/2022
|
2, 5-year options
|
||||||||
Dept. of Labor & Industries
|
AA+ / Aa3 / AA+
|
27,665
|
2.6
|
774,620
|
3.4
|
28.00
|
9/30/2017
|
1, 3-year option
|
||||||||
Pacific Biomarkers
|
NR / NR / NR
|
21,216
|
2.0
|
759,821
|
3.4
|
35.81
|
5/9/2022
|
1, 5-year option
|
||||||||
Varian Medical Systems, Inc.(5)
|
NR / NR / NR
|
33,349
|
3.1
|
750,353
|
3.3
|
22.50
|
11/17/2017
|
1, 5-year option
|
||||||||
Department of Revenue
|
AAA / Aaa / AA+
|
22,722
|
2.1
|
545,328
|
2.4
|
24.00
|
2/28/2019
|
1, 5-year option
|
||||||||
Amnis Corporation
|
NR / NR / NR
|
18,334
|
1.7
|
527,664
|
2.3
|
28.78
|
11/30/2021
|
2, 5-year options
|
||||||||
Wireless Advocates, LLC(6)
|
NR / NR / NR
|
23,333
|
2.2
|
524,993
|
2.3
|
22.50
|
12/31/2017
|
1, 5-year option
|
||||||||
Ten Largest Tenants
|
465,666
|
43.0%
|
$11,870,801
|
52.6%
|
$25.49
|
|||||||||||
Remaining Tenants
|
458,915
|
42.4
|
10,681,891
|
47.4
|
23.28
|
|||||||||||
Vacant
|
158,036
|
14.6
|
0
|
0.0
|
0.00
|
|||||||||||
Total / Wtd. Avg. All Tenants
|
1,082,617
|
100.0%
|
$22,552,692
|
100.0%
|
$24.39
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Amazon has an executed lease but has not yet taken occupancy or commenced paying rent. Amazon is expected to take occupancy in September 2014. Rental payments are required to commence upon the earlier of (a) Amazon taking occupancy and (b) November 21, 2014. Initial annual base rent is $4,248,326 with annual rent steps beginning in September 2015 and continuing through lease expiration. We cannot assure you that Amazon will take occupancy and begin paying rent as expected or at all.
|
|
(3)
|
Sound Transit has 5,277 SF that expires on November 1, 2014 and 54,729 SF that expires on February 29, 2020.
|
|
(4)
|
Sound Transit has termination options in both of its two leases. For the 5,277 SF expiring in November 2014, Sound Transit has the option to terminate its lease at any time by giving the landlord at least 120 days’ prior notice and paying a termination fee. For the remaining space, Sound Transit has the option to terminate its lease any time after March 1, 2017 by giving the landlord at least nine months’ prior notice and paying a termination fee. In each instance, the termination fee is required to be equivalent to the unamortized portion of costs incurred by the landlord pursuant to its lease (e.g., architectural fees, tenant improvement costs and broker commission).
|
|
(5)
|
Varian Medical Systems, Inc. has the right to terminate its lease at any time by giving the landlord at least six months’ notice and paying an unamortized real estate fee and a penalty equal to two months’ current total monthly rent.
|
|
(6)
|
Wireless Advocates, LLC has the option to terminate its lease beginning January 1, 2015 in the event that they lose their contract with Costco or in the event they decide to co-locate with Car Toys, subject to providing six months’ prior notice and paying a penalty equal to the unamortized portion of transaction costs.
|
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
Suites
|
||||||||||||||
MTM
|
7,267
|
0.7
|
% |
0.7%
|
$6,912
|
0.0
|
% |
$0.95
|
32
|
||||||||||||
2014
|
33,354
|
3.1
|
3.8%
|
670,542
|
3.0
|
20.10
|
14
|
||||||||||||||
2015
|
52,764
|
4.9
|
8.6%
|
1,196,395
|
5.3
|
22.67
|
25
|
||||||||||||||
2016
|
68,649
|
6.3
|
15.0%
|
1,560,949
|
6.9
|
22.74
|
25
|
||||||||||||||
2017
|
157,474
|
14.5
|
29.5%
|
3,708,532
|
16.4
|
23.55
|
42
|
||||||||||||||
2018
|
82,344
|
7.6
|
37.1%
|
2,069,630
|
9.2
|
25.13
|
26
|
||||||||||||||
2019
|
270,896
|
25.0
|
62.1%
|
6,298,513
|
27.9
|
23.25
|
27
|
||||||||||||||
2020
|
85,712
|
7.9
|
70.1%
|
2,140,607
|
9.5
|
24.97
|
12
|
||||||||||||||
2021
|
48,944
|
4.5
|
74.6%
|
1,222,473
|
5.4
|
24.98
|
7
|
||||||||||||||
2022
|
67,676
|
6.3
|
80.8%
|
2,112,387
|
9.4
|
31.21
|
10
|
||||||||||||||
2023
|
11,802
|
1.1
|
81.9%
|
278,490
|
1.2
|
23.60
|
5
|
||||||||||||||
2024
|
0
|
0.0
|
81.9%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2025 & Thereafter
|
37,699
|
3.5
|
85.4%
|
1,287,262
|
5.7
|
34.15
|
5
|
||||||||||||||
Vacant
|
158,036
|
14.6
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
1,082,617
|
100.0
|
% |
$22,552,692
|
100.0
|
% |
$24.39
|
230
|
|
(1)
|
Calculated based on approximate square footage occupied by each owned tenant.
|
SELIG PORTFOLIO |
2009
|
2010
|
2011
|
2012
|
2013
|
||||||
Selig Portfolio Properties
|
61.4%
|
61.2%
|
63.9%
|
66.7%
|
64.6%
|
|
(1)
|
As provided by the borrower which reflects average occupancy for the specified year. The 635 Elliott and 645 Elliott properties were constructed and completed in 2009 and were in the process of lease-up during the period shown above (they do not reflect the lease recently executed with Amazon for 17.6% of the Selig Portfolio Properties SF). Excluding the 635 Elliott and 645 Elliott properties from the historical occupancy presentation, the Selig Portfolio Properties occupancy for 2009-2013 was: 89.0%, 88.8%, 88.0%, 86.9% and 82.4%, respectively.
|
Property Name
|
2011
|
2012
|
2013
|
|||
Fourth & Blanchard
|
$23.85
|
$23.87
|
$23.97
|
|||
635 Elliott(2)
|
NAP
|
NAP
|
NAP
|
|||
645 Elliott
|
$32.63
|
$34.31
|
$34.92
|
|||
Fifth & Jackson
|
$26.96
|
$25.60
|
$26.57
|
|||
South Tower – 100 West Harrison
|
$22.99
|
$23.10
|
$23.00
|
|||
200 West Thomas
|
$18.16
|
$20.09
|
$21.03
|
|||
North Tower – 100 West Harrison
|
$20.14
|
$20.51
|
$20.83
|
|||
Total / Wtd. Average
|
$24.53
|
$24.74
|
$25.20
|
|
(1)
|
As provided by the borrower.
|
|
(2)
|
The 635 Elliott property has not been occupied since its completion in 2009.
|
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 Selig Portfolio Properties:
|
2011
|
2012
|
2013
|
TTM 2/28/2014
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent(2)
|
$16,394,751
|
$17,085,826
|
$16,898,437
|
$16,791,453
|
$22,552,692
|
$20.83
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
3,682,347
|
3.40
|
||||||||||||
Contractual Rent Steps(3)
|
0
|
0
|
0
|
0
|
656,782
|
0.61
|
||||||||||||
Total Rent
|
$16,394,751
|
$17,085,826
|
$16,898,437
|
$16,791,453
|
$26,891,821
|
$24.84
|
||||||||||||
Total Reimbursables(4)
|
600,054
|
421,384
|
343,235
|
336,487
|
937,469
|
0.87
|
||||||||||||
Parking Revenue(5)
|
1,507,812
|
1,469,156
|
1,568,802
|
1,572,615
|
2,940,615
|
2.72
|
||||||||||||
Other Revenue
|
148,729
|
177,679
|
190,764
|
195,443
|
195,443
|
0.18
|
||||||||||||
Vacancy & Credit Loss(6)
|
161,278
|
(523,510
|
) |
(513,067
|
) |
(987,999
|
) |
(3,682,347
|
) |
(3.40
|
) | |||||||
Effective Gross Income
|
$18,812,623
|
$18,630,534
|
$18,488,171
|
$17,907,999
|
$27,283,001
|
$25.20
|
||||||||||||
Total Operating Expenses
|
$6,962,129
|
$7,294,412
|
$7,234,287
|
$7,347,957
|
$7,205,223
|
$6.66
|
||||||||||||
Net Operating Income
|
$11,850,495
|
$11,336,122
|
$11,253,884
|
$10,560,042
|
$20,077,778
|
$18.55
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
851,546
|
0.79
|
||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
270,654
|
0.25
|
||||||||||||
Net Cash Flow
|
$11,850,495
|
$11,336,122
|
$11,253,884
|
$10,560,042
|
$18,955,579
|
$17.51
|
|
(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 March 25, 2014 and contractual rent steps through June 30, 2015. Base Rent includes $4,248,326 of rental revenue for the recently executed Amazon lease. Base rent also includes $697,601 for the following tenants who have executed leases but have not yet taken occupancy or begun paying rent: Walsh Construction, Lorber Law and Seattle Corporate Search. We cannot assure you that these tenants will take occupancy and begin paying rent as expected or at all.
|
|
(3)
|
Present value of contractual rent steps for investment-grade tenants (Amazon, Sound Transit and J.B. Hunt Transport, Inc.) through the loan maturity date using an 8.0% discount rate.
|
|
(4)
|
Includes reimbursement of all estimated expenses at the 635 Elliott property, as Amazon will lease 100% of the space on a triple-net basis.
|
|
(5)
|
Incorporates estimated parking usage at the 635 Elliott property (which is part of the collateral) based on the number of spaces Amazon has the right to use at a contractual rate per its lease.
|
|
(6)
|
Historical Credit Loss includes a recovery of $182,753 in 2011, and losses of $520,400, $472,818 and $932,818 in 2012, 2013 and the 2/28/2014 TTM period, respectively. The losses are driven by tenants that are no longer at the Selig Portfolio Properties.
|
SELIG PORTFOLIO |
n
|
Appraisal. According to the appraisals dated as of April 3, 2014, the Selig Portfolio Properties had an aggregate “as-is” appraised value of $335,300,000 and an aggregate “as stabilized” appraised value of $354,500,000, based on stabilized occupancy at certain of the Selig Portfolio Properties as of dates ranging from September 2014 to October 2015.
|
n
|
Environmental Matters. According to a Phase I environmental report dated April 14, 2014, the 635 Elliott and 645 Elliott properties had together been listed as a leaking underground storage tank site and a state hazardous waste site, and was remediated from 1990 through 2011 as a voluntary cleanup program case that was closed in 2011. Although a no further action letter was issued with respect to the historic contamination, the associated underground storage tank and state hazardous waste site case remains open for administrative purposes, and the environmental consultant recommended consultation with the Washington Department of Ecology to determine whether any additional administrative, investigation, or remediation actions are needed in order to achieve administrative closure of the open case. In addition, a Phase I environmental report dated April 14, 2014, related to the Fourth & Blanchard property reported the presence of a groundwater monitoring well in an alley between the Fourth & Blanchard property and an adjacent building. The well reportedly is associated with a public works project, but no records were immediately available. The Phase I environmental report recommended that an agency review be performed in order to determine the purpose of the well. According to the remaining Phase I environmental reports, each dated April 14, 2014, there are no recognized environmental conditions or recommendations for further action other than a recommendation for an asbestos operations and maintenance (O&M) plan at the 200 West Thomas, North Tower - 100 West Harrison and South Tower - 100 West Harrison properties.
|
n
|
Market Overview and Competition. The Selig Portfolio Properties are located within the Seattle central business district, which contains approximately 41.5 million SF of office space with a direct vacancy level of 12.2% as of the 4th quarter 2013, and rents with an average asking rate of $31.31 per SF. The Seattle central business district recorded 3.1 million SF of office leasing activity and approximately 1.4 million SF of absorption in 2013. The Fifth & Jackson property is located in the Pioneer Square / International District submarket, and the remaining six properties are located in the Lower Queen Anne / Lake Union submarket. Office space in the Pioneer Square / International District submarket totaled 4.2 million SF with a direct vacancy level of 9.1% as of the 4th quarter 2013, and rents with an average asking rate of $27.06 per SF. Office space in the Lower Queen Anne / Lake Union submarket totaled 7.7 million SF with a direct vacancy level of 8.7% as of the 4th quarter 2013, and rents with an average asking rate of $27.97 per SF. The Selig Office Portfolio Properties compete with office properties of similar location, type and class, which vary across the Selig Office Portfolio.
|
n
|
The Borrower. The borrower of the Selig Portfolio Loan Combination is SREH 2014 LLC, a single-purpose entity that owns no assets other than the Selig Portfolio Properties. The non-recourse carveout guarantors are Selig Family Holdings, LLC and Martin Selig, jointly and severally. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Selig Portfolio Loan Combination. Martin Selig is the principal and founder of Martin Selig Real Estate. Martin Selig Real Estate was founded in 1958 and is a privately-held company in the commercial real estate industry in Washington state. Martin Selig Real Estate is headquartered in Seattle, Washington and owns a portfolio of more than 4.25 million SF of Seattle commercial office space across 19 buildings.
|
n
|
Escrows. At origination, the borrower funded (a) an insurance reserve of $178,601, (b) a tax reserve of $154,704, (c) a deferred maintenance reserve of $253,110 and (d) a reserve of $2,898,012 which includes, (i) a free rent reserve amount equal to seven months’ base rent under the Amazon lease in connection with the seven-month free rent period prior to November 21, 2014, the date the tenant is required to take occupancy and begin paying rent ($2,478,190), that will be remitted to the cash management account on a monthly basis and reduced proportionately for any space that Amazon commences paying rent on or prior to November 21, 2014 and (ii) a tenant allowances reserve ($419,822). 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, (ii) 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, (iii) a tenant improvement and leasing commissions reserve in the amount of $135,316 and (iv) a capital expenditure reserve in the amount of $22,553.
|
SELIG PORTFOLIO |
n
|
Lockbox and Cash Management. The Selig Portfolio Loan Combination requires a hard lockbox, which is already in place. 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 rents received by the borrower or the property manager be deposited into the lockbox account within one business day after receipt. All amounts in the lockbox account are required to be swept on a daily basis to a lender-controlled cash management account.
|
n
|
Property Management. The Selig Portfolio Properties are currently managed by MSRE Management, L.L.C. pursuant to a management agreement. Under the loan documents, the Selig Portfolio Properties may not be managed by any other party, other than a management company approved by the lender and with respect to which the lender has received a Rating Agency Confirmation. The lender may replace or require the borrower to replace the property manager during the continuance of an event of default under the Selig Portfolio Loan, following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, during the continuance of a default under the management agreement after the expiration of any applicable notice and/or cure periods (after the expiration of any applicable notice and/or cure period), 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.
|
n
|
Permitted Pari Passu Debt. Upon 30 days’ prior written notice to the lender, the borrower may elect (an “Additional Permitted Debt Election”), to incur additional pari passu fixed-rate debt that is co-terminus with the Selig Portfolio Loan (“Additional Permitted Debt”) secured by the Selig Portfolio Properties, provided that (i) immediately after giving effect to such Additional Permitted Debt, if the borrower requests the lender’s approval of an Additional Permitted Debt Election on or prior to April 24, 2019, the aggregate loan-to-value ratio (as calculated under the loan documents) may not exceed 60%, and if the borrower requests the lender’s approval of an Additional Permitted Debt Election after April 24, 2019, the aggregate loan-to-value ratio may not exceed 55%; (ii) immediately after giving effect to such Additional Permitted Debt, if the borrower requests the lender’s approval of an Additional Permitted Debt Election on or prior to April 24, 2019, debt service coverage ratio (as calculated under the loan documents) for the twelve-month period immediately preceding the most recently ended fiscal quarter must be equal to or greater than 1.65x, and if such request is made after April 24, 2019, the debt service coverage ratio for the twelve-month period immediately preceding such fiscal quarter end must be equal to or greater than 1.60x; (iii) the debt yield (as calculated under the loan documents) for the twelve-month period immediately preceding the most recently ended fiscal quarter may be no less than 9.57%; (iv) the lender of the Additional Permitted Debt is required to enter into a co-lender agreement with the lender; (v) Rating Agency Confirmation is obtained; (vi) a REMIC opinion, as well as updated non-consolidation and enforceability opinions
|
SELIG PORTFOLIO |
|
must be delivered; (vii) the borrower, the lender and the lender of the Additional Permitted Debt have executed amendments to the loan documents reasonably requested by any such party to reflect the existence of such Additional Permitted Debt; (viii) borrower must pay all reasonable out of pocket costs and expenses incurred by the lender and (ix) lender has otherwise approved the terms and documentation of such loan.
|
n
|
Mezzanine or Subordinate Indebtedness. Fixed rate mezzanine debt is permitted from certain qualified institutional lenders meeting the requirements set forth in the loan agreement for the Selig Portfolio Loan to a direct owner of the borrower that is secured by a pledge of direct equity interests in the borrower (a “Permitted Mezzanine Loan”), so long as (i) the aggregate loan-to-value ratio (as calculated under the loan documents) does not exceed 58.8%; (ii) the debt yield (as calculated under the loan documents) for the twelve-month period immediately preceding such fiscal quarter end is at least 9.57%; (iii) the debt service coverage ratio (as calculated under the loan documents) for the twelve-month period immediately preceding such fiscal quarter end is at least 2.05x; (iv) no event of default has occurred and is continuing under any of the loan documents; (v) the lender has received evidence that the Permitted Mezzanine Loan has no adverse effect on the bankruptcy remote status of the borrower under the rating agency requirements and a new non-consolidation opinion; (vi) the lender receives all items reasonably required to evaluate and approve of the Permitted Mezzanine Loan, including current rent rolls, operating statements and financial statements; (vii) the lender determines that there has been no material adverse change in the condition, financial, physical or otherwise, of any of the Selig Portfolio Properties or the borrower from and after the origination date; (viii) the borrower has executed amendments to the loan documents reasonably required by the lender to reflect the existence of such Permitted Mezzanine Loan and has received enforceability and due authorization opinions with respect thereto; (ix) the borrower pays all reasonable out of pocket costs and expenses incurred by the lender; (x) Rating Agency Conformation has been obtained and (xi) lender has otherwise approved the terms and documentation of such loan.
|
n
|
Release of Collateral. Provided no event of default is then continuing under the Selig Portfolio Loan, at any time on or after the first due date following the second anniversary of the securitization Closing Date, the borrower may obtain the release of one or more of the Selig Portfolio Properties from the lien of the loan documents, subject to the satisfaction of certain conditions set forth in the loan documents, including among others: (i) delivery of defeasance collateral in an amount equal to the Selig Portfolio Release Price for each Selig Portfolio Property being released, (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the loan documents) for the remaining Selig Portfolio Properties for the twelve-month period preceding the end of the most recent fiscal quarter is no less than the greater of (a) 2.05x and (b) the debt service coverage ratio immediately prior to the release and (iii) delivery of Rating Agency Confirmation with respect to such defeasance.
|
SELIG PORTFOLIO |
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 Selig Portfolio Properties, 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 Selig Portfolio 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 Selig Portfolio Properties and business interruption/rental loss insurance required under the loan documents on a stand-alone basis (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 on the current market rates with funds equal to such amount, in either such case with a deductible not exceeding $50,000. The required terrorism insurance may be included in a blanket policy, provided that the borrower provides evidence reasonably satisfactory to the lender that the insurance premiums for the Selig Portfolio Properties are separately allocated to the Selig Portfolio Properties under the blanket policy. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
HYATT NYC PORTFOLIO
|
HYATT NYC PORTFOLIO
|
HYATT NYC PORTFOLIO
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||
Number of Mortgaged Properties
|
2
|
Loan Seller
|
GSMC
|
||||
Location (City/State)
|
New York, New York
|
Cut-off Date Principal Balance
|
$90,000,000
|
||||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$293,159.61
|
||||
Size (Rooms)
|
307
|
Percentage of Initial Pool Balance
|
7.3%
|
||||
Total TTM Occupancy as of 5/31/2014
|
95.5%
|
Number of Related Mortgage Loans
|
None
|
||||
Owned TTM Occupancy as of 5/31/2014
|
95.5%
|
Type of Security
|
Fee Simple
|
||||
Year Built / Latest Renovation(1)
|
2011, 2013 / 2014, NAP
|
Mortgage Rate
|
4.3005%
|
||||
Appraised Value(2)
|
$165,400,000
|
Original Term to Maturity (Months)
|
120
|
||||
Original Amortization Term (Months)
|
360
|
||||||
Original Interest Only Period (Months)
|
24
|
||||||
Underwritten Revenues
|
$28,143,409
|
||||||
Underwritten Expenses
|
$15,973,829
|
||||||
Underwritten Net Operating Income (NOI)
|
$12,169,580
|
Escrows
|
|||||
Underwritten Net Cash Flow (NCF)
|
$11,043,844
|
Upfront
|
Monthly
|
||||
Cut-off Date LTV Ratio
|
54.4%
|
Taxes
|
$226,294
|
$226,294
|
|||
Maturity Date LTV Ratio(3)
|
40.8%
|
Insurance
|
$0
|
$0
|
|||
DSCR Based on Underwritten NOI / NCF(4)
|
2.28x / 2.07x
|
FF&E(5)
|
$0
|
$0
|
|||
Debt Yield Based on Underwritten NOI / NCF
|
13.5% / 12.3%
|
Other(6)
|
$2,500,000
|
$0
|
Sources and Uses
|
|||||||||||
Sources
|
$ | % |
Uses
|
$ | % | ||||||
Loan Amount
|
$90,000,000
|
100.0
|
%
|
Loan Payoff
|
$60,011,467
|
66.7
|
%
|
||||
Principal Equity Distribution(7)
|
25,876,541
|
28.8
|
|||||||||
Reserves
|
2,726,294
|
3.0
|
|||||||||
Closing Costs
|
1,385,698
|
1.5
|
|||||||||
Total Sources
|
$90,000,000
|
100.0
|
%
|
Total Uses
|
$90,000,000
|
100.0
|
%
|
|
(1)
|
The Hyatt Herald Square Property was opened in January 2012 as a full-service Holiday Inn and is undergoing renovation and conversion into a full-service Hyatt and is expected to be completed by October 2014. The Hyatt Place Midtown South Property opened in March 2013.
|
|
(2)
|
See “—Appraisals” below.
|
|
(3)
|
The Maturity Date LTV Ratio is calculated utilizing the aggregate “as-stabilized” appraised value of $187,400,000. The Maturity Date LTV Ratio, calculated on the basis of the aggregate “as-is” appraised value, is 46.2%.
|
|
(4)
|
Based on the current interest only payments, the DSCR based on Underwritten NOI and the DSCR based on Underwritten NCF are 3.10x and 2.81x, respectively.
|
|
(5)
|
The monthly FF&E reserve is equal to the greater of any franchise-mandated amount and 4.0% of the actual revenues from the related Hyatt NYC Portfolio Property for the most recently ended calendar month. Monthly FF&E reserves are held by manager in an account pledged to the lender. See “—Escrows” below.
|
|
(6)
|
Other upfront reserve represents a performance reserve in the amount of $2,500,000 in connection with the Hyatt Herald Square Property PIP. See “—Escrows” below.
|
|
(7)
|
The borrower is expected to utilize funds from the Principal Equity Distribution to complete the Hyatt Herald Square PIP. The estimated cost of the Hyatt Herald Square PIP is $6,950,000. As of origination, the borrower has spent approximately $2,842,000 of this amount, primarily on FF&E deposits, leaving an estimated $4,108,000 in expected remaining expenditures. As the loan agreement allows for up to $592,000 to be released from the Hyatt Herald Square Property FF&E reserve in respect of the Hyatt Herald Square PIP, the remaining amount is expected to be funded by the borrower. Additionally, the borrower sponsor is expected to use distributions from the Principal Equity Distribution to pay down its corporate revolving line.
|
n
|
The Mortgage Loan. The mortgage loan (the “Hyatt NYC Portfolio Loan”) is evidenced by a note in the original principal amount of $90,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in two hotels located in New York, New York (the “Hyatt Herald Square Property” and the “Hyatt Place Midtown South Property”, collectively, the “Hyatt NYC Portfolio Properties”). The Hyatt NYC Portfolio Loan was originated by Goldman Sachs Mortgage Company on July 3, 2014 and represents approximately 7.3% of the Initial Pool Balance. The note evidencing the Hyatt NYC Portfolio Loan has an outstanding principal balance as of the Cut-off Date of $90,000,000 and has an interest rate of 4.3005% per annum. The borrower utilized a portion of the proceeds of the Hyatt NYC Portfolio Loan to refinance the existing debt on the Hyatt NYC Portfolio Properties and will utilize the remaining proceeds to fund a renovation/conversion of the Hyatt Herald Square Property and provide equity to the borrower sponsor.
|
n
|
The Mortgaged Properties. The Hyatt NYC Portfolio Properties consist of two hotels totaling 307 keys. The Hyatt Herald Square Property opened in January 2012 and has operated as the Holiday Inn New York City Midtown - 31st Street. The Hyatt Place Midtown South Property opened in March 2013. Each property was acquired just prior to their respective openings, and the aggregate amount paid for the Hyatt NYC Portfolio Properties was $128,446,594. Prior to origination, the borrower sponsor had invested an additional $4,447,544 in
|
HYATT NYC PORTFOLIO
|
|
capital improvements in the Hyatt NYC Portfolio Properties since their respective acquisitions, including $486,892 of expenditures from the pre-existing FF&E reserves.
|
Property Name
|
Number of Rooms
|
Cut-off Date Allocated
Loan Amount
|
% of Cut-off
Date Allocated Loan Amount
|
Year Built
|
Appraised
Value
|
UW NCF
|
UW NCF
per Room |
||||||||||||||
Hyatt Herald Square
|
122
|
$36,000,000
|
40.0
|
% |
2011
|
$57,400,000
|
$4,198,402
|
$34,413
|
|||||||||||||
Hyatt Place Midtown South
|
185
|
54,000,000
|
60.0
|
2013
|
108,000,000
|
6,845,442
|
37,002
|
||||||||||||||
Total / Wtd. Avg.
|
307
|
$90,000,000
|
100.0
|
% |
$165,400,000
|
$11,043,844
|
$35,973
|
Property
|
Commercial
|
Meeting and Group
|
Leisure
|
|||
Hyatt Herald Square
|
45.0%
|
5.0%
|
50.0%
|
|||
Hyatt Place Midtown South
|
45.0%
|
5.0%
|
50.0%
|
(1)
|
Source: Appraisal.
|
Property
|
Occupancy
|
ADR
|
RevPAR
|
|||
Hyatt Herald Square
|
102.9%
|
95.2%
|
97.9%
|
|||
Hyatt Place Midtown South
|
102.6%
|
107.5%
|
110.4%
|
|||
Wtd. Avg.(2)
|
102.7%
|
102.6%
|
105.4%
|
(1)
|
Source: May 2014 travel research reports.
|
||
(2)
|
Weighted based on the Cut-off Date Allocated Loan Amount.
|
HYATT NYC PORTFOLIO
|
2012
|
2013
|
TTM 5/31/2014
|
||||||||||||||||
Property
|
Occ.(2)
|
ADR
|
RevPAR
|
Occ.(2)
|
ADR
|
RevPAR
|
Occ.(2)
|
ADR
|
RevPAR
|
|||||||||
Hyatt Herald Square(3)
|
80.4%
|
$233.94
|
$188.00
|
92.6%
|
$227.82
|
$210.87
|
95.3%
|
$224.50
|
$213.98
|
|||||||||
Hyatt Place Midtown South(4)
|
-
|
-
|
-
|
76.0%
|
$276.06
|
$209.91
|
95.6%
|
$259.11
|
$247.81
|
|||||||||
Wtd. Avg.
|
80.4%
|
$233.94
|
$188.00
|
82.6%
|
$254.58
|
$210.30
|
95.5%
|
$245.39
|
$234.37
|
|
(1)
|
As provided by the borrower.
|
|
(2)
|
Reflects average occupancy for the indicated period.
|
|
(3)
|
The Hyatt Herald Square Property opened in January 2012 and Occupancy reflects partial average occupancy for 2012.
|
|
(4)
|
The Hyatt Place Midtown South Property opened in March 2013 and Occupancy reflects partial average occupancy for 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, on an aggregate basis and per room, at the Hyatt NYC Portfolio Properties:
|
2012(2)
|
2013(3)
|
TTM 5/31/2014
|
Underwritten
|
Underwritten $ per Room
|
||||||||||
Rooms Revenue
|
$8,394,616
|
$23,564,713
|
$26,261,974
|
$27,443,002
|
$89,391
|
|||||||||
Food & Beverage Revenue
|
207
|
357,915
|
498,097
|
604,233
|
1,968
|
|||||||||
Other Operating Revenue
|
156,306
|
171,980
|
97,559
|
96,174
|
313
|
|||||||||
Total Revenue
|
$8,551,129
|
$24,094,608
|
$26,857,630
|
$28,143,409
|
$91,672
|
|||||||||
Room Expense
|
$1,490,645
|
$4,333,685
|
$5,125,045
|
$5,500,757
|
$17,918
|
|||||||||
Food & Beverage Expense
|
1,994
|
410,708
|
577,058
|
628,605
|
2,048
|
|||||||||
Other Operating Expense
|
25,557
|
68,776
|
76,157
|
75,327
|
245
|
|||||||||
Total Departmental Expense
|
$1,518,196
|
$4,813,169
|
$5,778,260
|
$6,204,689
|
$20,211
|
|||||||||
Total Undistributed Expense
|
2,445,629
|
5,679,619
|
6,344,140
|
6,988137
|
22,763
|
|||||||||
Total Fixed Charges
|
720,886
|
1,814,072
|
2,494,443
|
2,781,003
|
9,059
|
|||||||||
Total Operating Expenses
|
$4,684,711
|
$12,306,860
|
$14,616,843
|
$15,973,829
|
$52,032
|
|||||||||
Net Operating Income
|
$3,866,418
|
$11,787,748
|
$12,240,787
|
$12,169,580
|
$39,640
|
|||||||||
FF&E
|
340,516
|
963,008
|
1,074,253
|
1,125,736
|
3,667
|
|||||||||
Net Cash Flow
|
$3,525,902
|
$10,824,740
|
$11,166,534
|
$11,043,844
|
$35,973
|
(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 flow.
|
||
(2)
|
Only reflects the Hyatt Herald Square Property’s performance, which opened in January 2012 and operated as the Holiday Inn New York City Midtown - 31st Street.
|
||
(3)
|
Reflects a full year of Hyatt Herald Square Property performance and a partial year of Hyatt Place Midtown South Property performance (opened in March 2013).
|
n
|
Appraisals. According to the appraisal dated as of June 24, 2014, the Hyatt Herald Square Property has an “as-is” appraised value of $57,400,000 and a “when complete” appraised value of $68,900,000 as of October 2014 following the completion of the renovation and conversion to a Hyatt-branded hotel. Additionally, the Hyatt Herald Square Property has an “as-stabilized” appraised value of $72,400,000. According to the appraisal dated as of June 20, 2014, the Hyatt Place Midtown South Property has an “as-is” appraised value of $108,000,000 and an “as stabilized” appraised value of $115,000,000.
|
n
|
Environmental Matters. According to Phase I environmental reports dated June 11, 2014, there are no existing environmental conditions or recommendations for further action at the Hyatt Herald Square Property or the Hyatt Place Midtown South Property.
|
n
|
Market Overview and Competition. The Hyatt Herald Square Property is located in lower Midtown Manhattan in the Garment District neighborhood. The Hyatt Herald Square Property and its competitive set collectively had an average occupancy of 90.5%, ADR of $280.82, and RevPAR of $253.88 as of year-end 2013.
|
HYATT NYC PORTFOLIO
|
Property
|
Number of
Rooms |
Year Built
|
Estimated 2013 Occupancy
|
Estimated 2013
ADR |
Estimated 2013 RevPAR
|
|||||||||
Hyatt Herald Square
|
122
|
2011
|
93%
|
$226.08
|
$210.87
|
|||||||||
Roger New York
|
194
|
1920
|
85%
|
$250.00
|
$212.50
|
|||||||||
Hilton Garden Inn West 35th Street
|
298
|
2009
|
100%
|
$256.00
|
$256.00
|
|||||||||
Ace Hotel New York
|
280
|
2009
|
93%
|
$321.00
|
$298.53
|
|||||||||
Strand Hotel New York
|
176
|
2009
|
86%
|
$275.00
|
$236.50
|
|||||||||
Eventi Hotel
|
292
|
2010
|
88%
|
$318.00
|
$279.84
|
|||||||||
Hyatt Place New York Midtown South
|
185
|
2013
|
95%
|
$276.00
|
$262.20
|
|||||||||
Courtyard By Marriott New York Manhattan Herald Square
|
167
|
2013
|
78%
|
$280.00
|
$218.40
|
Source: Appraisal. |
Property
|
Number of
Rooms |
Year Built
|
Estimated 2013 Occupancy
|
Estimated 2013
ADR |
Estimated 2013 RevPAR
|
|||||||||
Hyatt Place Midtown South
|
185
|
2013
|
95%
|
$276.00
|
$262.20
|
|||||||||
Comfort Inn New York Manhattan
|
132
|
1986
|
82%
|
$200.00
|
$164.00
|
|||||||||
Hampton Inn New York 35th Street Empire State Building
|
146
|
2008
|
97%
|
$242.00
|
$234.74
|
|||||||||
Hilton Garden Inn West 35th Street
|
298
|
2009
|
100%
|
$256.00
|
$256.00
|
|||||||||
Strand Hotel New York
|
176
|
2009
|
83%
|
$273.00
|
$226.59
|
|||||||||
Fairfield Inn by Marriott New York Manhattan Fifth Avenue
|
92
|
2009
|
97%
|
$235.00
|
$227.95
|
|||||||||
Holiday Inn Express NYC Herald Square 36th Street
|
135
|
2013
|
90%
|
$220.00
|
$198.00
|
|||||||||
Springhill Suites Midtown Fifth Avenue
|
173
|
2013
|
75%
|
$285.00
|
$213.75
|
|||||||||
Best Western Premier Herald Square Hotel
|
94
|
2013
|
93%
|
$211.00
|
$196.23
|
|||||||||
Courtyard by Marriott New York Manhattan Herald Square
|
167
|
2013
|
78%
|
$280.00
|
$218.40
|
Source: Appraisal. |
n
|
The Borrower. The borrower is, collectively, CHSP 31st Street LLC and CHSP 36th Street LLC, each of which is a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hyatt NYC Portfolio Loan. Chesapeake Lodging, L.P., the owner of the borrower, is the non-recourse carveout guarantor under the Hyatt NYC Portfolio Loan. Chesapeake Lodging, L.P. is the operating partnership of Chesapeake Lodging Trust. Chesapeake Lodging Trust is a self-advised real estate investment trust that was organized in June 2009 and is primarily focused on investments in upper-upscale hotels in major business and convention markets and certain premium select-service urban hotels. Chesapeake Lodging Trust currently owns 20 hotels with an aggregate of 5,932 rooms in eight states and the District of Columbia.
|
n
|
Escrows. At origination, the borrower funded a performance reserve in the amount of $2,500,000 in connection with converting the Hyatt Herald Square Property from a Holiday Inn branded-hotel into a Hyatt-branded hotel. The performance reserve will be disbursed to the borrower on the later of October 31, 2014 or the first due date following the completion of the Hyatt Herald Square property improvement plan (the “Hyatt Herald Square PIP”) and reopening of the Hyatt Herald Square Property as a Hyatt-branded hotel, provided no event of default under the Hyatt NYC Portfolio Loan is continuing.
|
HYATT NYC PORTFOLIO
|
n
|
Lockbox and Cash Management. The Hyatt NYC Portfolio Loan requires a hard lockbox, which is already in place. The loan documents also require that all credit card receivables, cash revenues and all other money received by either borrower, property manager or operating lessee be deposited into the operating account established under the management agreement and controlled by the property manager related to the applicable Hyatt NYC Portfolio Property. These operating accounts are pledged to the lender and subject to account control agreements. The operating lessee will be required to cause all amounts required to be remitted by any property manager to the borrower or operating lessee to be remitted directly to a lender-controlled cash management account or, if such amounts are remitted to the borrower or operating lessee, to cause such amounts to be remitted to the cash management account within one business day after receipt. Provided that no Hyatt NYC Portfolio Trigger Period or event of default under the Hyatt NYC Portfolio Loan is continuing, on each business day (or less frequently at the borrower’s option) all amounts on deposit in the cash management account in excess of the amounts required to be paid to or reserved with the lender on the next due date are required to be remitted to an account controlled by the related borrower or operating lessee.
|
HYATT NYC PORTFOLIO
|
n
|
Property Management. The Hyatt NYC Portfolio Properties are managed by Real Hospitality Group, LLC pursuant to management agreements. Under the loan documents, the Hyatt NYC Portfolio Properties must remain managed by Real Hospitality Group, LLC or another management company approved by the lender and with respect to which Rating Agency Confirmation has been received. During the continuance of a material default by the property manager under the related management agreement (after the expiration of any applicable notice and/or cure periods), the lender has the right to require the related borrower to exercise all available remedies under such management agreement and, if the exercise of those remedies results in the termination of such management agreement, engage a replacement property manager reasonably acceptable to the lender.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
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 Hyatt NYC Portfolio Properties (plus 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 will be required to carry terrorism insurance throughout the term of the Hyatt NYC Portfolio Loan as described in 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/rental loss insurance required under the loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $500,000. 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 Hyatt NYC Portfolio Properties are separately allocated to the Hyatt NYC Portfolio Properties and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
n
|
Operating Leases. Indirect, wholly owned subsidiaries of the non-recourse carveout guarantor, CHSP TRS 31st Street LLC and CHSP TRS 36th Street LLC (“Operating Lessees”), which are single-purpose, single-asset entities formed solely for the purpose of operating the Hyatt Herald Square and the Hyatt Place Midtown South, lease the Hyatt Herald Square Property and the Hyatt Place Midtown South Property from the borrower pursuant to lease agreements: the first relating to the Hyatt Herald Square Property dated December 22, 2011 (effective through July 31, 2014) and amended and restated by a lease dated June 25, 2014 (effective from and after August 1, 2014) and the second relating to the Hyatt Place Midtown South Property dated March 8, 2013 (the “Operating Leases”). These Operating Leases are pledged to the lender as additional collateral for the Hyatt NYC Portfolio Loan under the mortgage. The Operating Lessees are the parties to the management agreements. Upon foreclosure, the lender may terminate the Operating Leases at its sole option without the payment of any termination fee.
|
CHULA VISTA CENTER
|
CHULA VISTA CENTER
|
CHULA VISTA CENTER
|
CHULA VISTA CENTER
|
CHULA VISTA CENTER
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC
|
||||||||||
Location (City/State)
|
Chula Vista, California
|
Cut-off Date Principal Balance
|
$70,000,000
|
||||||||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$144.08
|
||||||||||
Size (SF)
|
485,841
|
Percentage of Initial Pool Balance
|
5.7%
|
||||||||||
Total Occupancy as of 4/30/2014(1)
|
96.3%
|
Number of Related Mortgage Loans
|
None
|
||||||||||
Owned Occupancy as of 4/30/2014(1)
|
93.3%
|
Type of Security
|
Fee Simple
|
||||||||||
Year Built / Latest Renovation
|
1962, 1993-1994 / 2012
|
Mortgage Rate
|
4.1765%
|
||||||||||
Appraised Value
|
$116,000,000
|
Original Term to Maturity (Months)
|
120
|
||||||||||
Original Amortization Term (Months)
|
360
|
||||||||||||
Original Interest Only Period (Months)
|
36
|
||||||||||||
Underwritten Revenues
|
$11,767,383
|
||||||||||||
Underwritten Expenses
|
$4,314,987
|
Escrows
|
|||||||||||
Underwritten Net Operating Income (NOI)
|
$7,452,395
|
Upfront
|
Monthly
|
||||||||||
Underwritten Net Cash Flow (NCF)
|
$7,002,608
|
Taxes
|
$332,965
|
$83,241
|
|||||||||
Cut-off Date LTV Ratio
|
60.3%
|
Insurance
|
$0
|
$0
|
|||||||||
Maturity Date LTV Ratio(2)
|
46.4%
|
Replacement Reserves(3)
|
$0
|
$12,855
|
|||||||||
DSCR Based on Underwritten NOI / NCF
|
1.82x / 1.71x
|
TI/LC(4)
|
$0
|
$19,859
|
|||||||||
Debt Yield Based on Underwritten NOI / NCF
|
10.6% / 10.0%
|
Other(5)
|
$2,744,270
|
$0
|
Sources and Uses | |||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||
Loan Amount
|
$70,000,000
|
100.0
|
% |
Principal Equity Distribution(6)
|
$55,074,748
|
78.7
|
% | ||
Sponsor Cash Out
|
11,380,521
|
16.3
|
|||||||
Reserves
|
3,077,235
|
4.4
|
|||||||
Closing Costs
|
467,496
|
0.7
|
|||||||
Total Sources
|
$70,000,000
|
100.0
|
% |
Total Uses
|
$70,000,000
|
100.0
|
% |
(1)
|
Total Occupancy (96.3%) and Owned Occupancy (93.3%) include both temporary tenant space and the AMC tenant space. Total Occupancy excluding temporary tenant space is 91.0% and Owned Occupancy excluding temporary tenant space is 83.8%. AMC has an executed lease but has not yet taken occupancy or commenced paying rent. AMC is expected to take occupancy in August 2014 and begin paying rent in September 2014. Total Occupancy excluding the AMC tenant space is 92.4% and Owned Occupancy excluding the AMC tenant space is 86.3%. We cannot assure you that AMC will begin paying rent as expected or at all.
|
||
(2)
|
The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $131,000,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value is 52.4%. See “—Appraisal” below.
|
||
(3)
|
Replacement reserves are capped at $308,529. See “—Escrows” below.
|
||
(4)
|
TI/LC reserves are capped at $238,308.
|
||
(5)
|
Other upfront reserves represent unfunded obligation reserves for AMC ($2,500,000) and Payless ShoeSource ($244,270).
|
||
(6)
|
The Chula Vista Center Property previously secured a term loan for Rouse Properties L.P. At origination, Rouse Properties L.P. used the proceeds from the Chula Vista Center Loan to pay off a $55.1 million existing mortgage loan encumbering Sikes Senter property in Wichita Falls, Texas and pledged the Sikes Senter property under the term loan to replace the Chula Vista Center Property. The pro rata allocation for the Chula Vista Center Property under the term loan was $36.4 million.
|
n
|
The Mortgage Loan. The mortgage loan (the “Chula Vista Center Loan”) is evidenced by a note in the original principal amount of $70,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a super-regional mall located in Chula Vista, California (the “Chula Vista Center Property”). The Chula Vista Center Loan was originated by Goldman Sachs Mortgage Company on July 1, 2014 and represents approximately 5.7% of the Initial Pool Balance. The note evidencing the Chula Vista Center Loan has an outstanding principal balance as of the Cut-off Date of $70,000,000 and has an interest rate of 4.1765% per annum. The borrower utilized the proceeds of the Chula Vista Center Loan to recapitalize existing debt on the Chula Vista Center Property and to provide equity to the borrower sponsor.
|
CHULA VISTA CENTER
|
n
|
The Mortgaged Property. The Chula Vista Center Property is 485,841 SF of an approximately 878,341 SF open-air one and partial two-story super-regional mall in Chula Vista, California. The Chula Vista Center Property is located in the city of Chula Vista, within the southern portion of San Diego and situated along the southern side of H Avenue, east of Broadway. The Chula Vista Center Property is located less than one half mile from Interstate 5, and approximately 2.0 miles west of Interstate 805. The Chula Vista Center Property was constructed in 1962, expanded in 1993-1994 and was renovated in 1988, 1994, 2004, and most recently in 2012 when it underwent an approximate $3.0 million renovation of the common areas. The Chula Vista Center Property includes tenants such as Burlington Coat Factory, AMC (which has an executed lease and is expected to take occupancy in August 2014 and begin paying rent in September 2014), CVS, and restaurants including BJ’s Restaurant & Brewery, Panera Bread, Rubio’s Fresh Mexican Grill, Buffalo Wild Wings, See’s Candies, Jamba Juice and Project Pie. As of April 2014, the Total Occupancy was 96.3% and Owned Occupancy was 93.3%. The Chula Vista Center Property generates in-line, less than 10,000 SF comparable tenant (tenants that report sales and have been in occupancy for at least one year) sales of approximately $374 per SF and an occupancy cost of 11.7% as of April 30, 2014.
|
The following table presents certain information relating to the anchor tenants (of which, certain tenants may have co-tenancy provisions) at the mall of which the Chula Vista Center Property is a part:
|
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
|
||||||||||||||||||||||||
Sears
|
B- / Caa1 / CCC+
|
250,000
|
28.5
|
% |
No
|
$100,050
|
$0.40
|
NAP
|
$128
|
0.3%
|
NA
|
|||||||||||||
Macy’s
|
NR / Baa2 / BBB+
|
142,500
|
16.2
|
No
|
$0
|
$0.00
|
NAP
|
$196
|
NA
|
NA
|
||||||||||||||
Burlington Coat Factory
|
NR / Caa1 /NR
|
83,232
|
9.5
|
Yes
|
$1,048,723
|
$12.60
|
4/30/2025
|
$143
|
8.8%
|
4, 5-year options
|
||||||||||||||
JCPenney
|
NR / NR / CCC+
|
80,000
|
9.1
|
Yes
|
$382,004
|
$4.78
|
11/30/2018
|
$170
|
2.8%
|
1, 5-year option
|
||||||||||||||
Total Anchors
|
555,732
|
63.3
|
% | |||||||||||||||||||||
Jr. Anchors
|
||||||||||||||||||||||||
AMC(3)
|
NR / NR / B
|
34,037
|
3.9
|
% |
Yes
|
$705,171
|
$20.72
|
6/30/2029
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||
CVS
|
NR / Baa1 / BBB+
|
21,325
|
2.4
|
Yes
|
$607,669
|
$28.50
|
3/31/2018
|
$458
|
6.2%
|
1, 5-year option
|
||||||||||||||
Kaplan College
|
NR / Baa3 / BBB
|
18,274
|
2.1
|
Yes
|
$508,152
|
$27.81
|
11/30/2019
|
NA
|
NA
|
1, 5-year option
|
||||||||||||||
Olive Garden
|
BBB- / Baa3 / BBB-
|
12,000
|
1.4
|
Yes
|
$379,444
|
$31.62
|
7/31/2020
|
$615
|
5.1%
|
NA
|
||||||||||||||
Total Jr. Anchors
|
85,636
|
9.7
|
% | |||||||||||||||||||||
Occupied In-line
|
188,738
|
21.5
|
% |
$6,187,549
|
$32.78
|
|||||||||||||||||||
Occupied Food Court
|
6,056
|
0.7
|
% |
$355,525
|
$58.71
|
|||||||||||||||||||
Occupied Outparcel
|
9,226
|
1.1
|
% |
$318,536
|
$34.53
|
|||||||||||||||||||
Occupied Kiosk
|
560
|
0.1
|
% |
$21,000
|
$37.50
|
|||||||||||||||||||
Vacant Spaces
|
32,393
|
3.7
|
% |
$0
|
$0.00
|
|||||||||||||||||||
Total Owned SF
|
485,841
|
55.3
|
% | |||||||||||||||||||||
Total SF
|
878,341
|
100.0
|
% |
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
||
(2)
|
Anchor sales are estimates as of December 31, 2013. Junior Anchor sales estimates are as of April 30, 2014.
|
||
(3)
|
AMC has an executed lease but has not yet taken occupancy or commenced paying rent. AMC is expected to take occupancy in August 2014 and begin paying rent in September 2014. We cannot assure you that AMC will begin paying rent as expected or at all.
|
CHULA VISTA CENTER
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant
GLA(2) |
% of
Owned GLA |
UW Base
Rent |
% of
Total UW Base Rent |
UW
Base Rent $ per SF |
Lease Expiration
|
Tenant
Sales $ per SF(3) |
Occupancy Cost
|
Renewal / Extension Options
|
|||||||||||||||
Burlington Coat Factory
|
NR / Caa1 /NR
|
83,232
|
17.1
|
% |
$965,491
|
12.7
|
% |
$11.60
|
4/30/2025
|
$143
|
8.8%
|
4, 5-year options
|
|||||||||||||
AMC(4)
|
NR / NR / B
|
34,037
|
7.0
|
603,060
|
7.9
|
17.72
|
6/30/2029
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||||
CVS
|
NR / Baa1 / BBB+
|
21,325
|
4.4
|
563,481
|
7.4
|
26.42
|
3/31/2018
|
$458
|
6.2%
|
1, 5-year option
|
|||||||||||||||
Kaplan College
|
NR / Baa3 / BBB
|
18,274
|
3.8
|
311,389
|
4.1
|
17.04
|
11/30/2019
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||
BJ’s Restaurant & Brewery
|
NR / NR / NR
|
9,501
|
2.0
|
297,825
|
3.9
|
31.35
|
11/30/2023
|
$496
|
8.1%
|
2, 5-year options
|
|||||||||||||||
New York & Company
|
NR / NR / NR
|
8,276
|
1.7
|
275,000
|
3.6
|
33.23
|
1/31/2015
|
$233
|
15.0%
|
NA
|
|||||||||||||||
Olive Garden
|
BBB- / Baa3 / BBB-
|
12,000
|
2.5
|
261,360
|
3.4
|
21.78
|
7/31/2020
|
$615
|
5.1%
|
NA
|
|||||||||||||||
Anna’s Linens
|
NR / NR / NR
|
12,009
|
2.5
|
224,161
|
2.9
|
18.67
|
(5)
|
$180
|
14.7%
|
NA
|
|||||||||||||||
AT&T Mobility
|
A- / NR / NR
|
4,084
|
0.8
|
221,434
|
2.9
|
54.22
|
4/30/2018
|
NA
|
NA
|
NA
|
|||||||||||||||
Shakey’s Pizza Parlor
|
NR / NR / NR
|
6,271
|
1.3
|
206,943
|
2.7
|
33.00
|
11/30/2019
|
$136
|
27.8%
|
NA
|
|||||||||||||||
Ten Largest Owned Tenants
|
209,009
|
43.0
|
% |
$3,930,144
|
51.6
|
% |
$18.80
|
||||||||||||||||||
Remaining Owned Tenants
|
244,439
|
50.3
|
3,691,905
|
48.4
|
15.10
|
||||||||||||||||||||
Vacant Spaces (Owned Space)
|
32,393
|
6.7
|
0
|
0.0
|
0.00
|
||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
485,841
|
100.0
|
% |
$7,622,049
|
100.0
|
% |
$16.81
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
||
(2)
|
Borrower owned space. Does not include non-owned tenants.
|
||
(3)
|
Burlington Coat Factory sales are estimates as of December 31, 2013. Remaining tenant sales estimates are as of April 30, 2014.
|
||
(4)
|
AMC has an executed lease but has not yet taken occupancy or commenced paying rent. AMC is expected to take occupancy in August 2014 and begin paying rent in September 2014. We cannot assure you that AMC will begin paying rent as expected or at all.
|
||
(5)
|
Anna’s Linens occupies two suites at the Chula Vista Center Property. One 9,984 SF suite expires August 31, 2017 and a second 2,025 SF suite expires August 31, 2014.
|
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
|
||||||||||||
2014
|
17,555
|
3.6
|
3.6%
|
174,591
|
2.3
|
9.95
|
8
|
||||||||||||||
2015
|
52,951
|
10.9
|
14.5%
|
860,695
|
11.3
|
16.25
|
21
|
||||||||||||||
2016
|
27,350
|
5.6
|
20.1%
|
550,428
|
7.2
|
20.13
|
13
|
||||||||||||||
2017
|
22,125
|
4.6
|
24.7%
|
692,468
|
9.1
|
31.30
|
6
|
||||||||||||||
2018
|
120,422
|
24.8
|
49.5%
|
1,153,194
|
15.1
|
9.58
|
7
|
||||||||||||||
2019
|
29,428
|
6.1
|
55.5%
|
747,179
|
9.8
|
25.39
|
5
|
||||||||||||||
2020
|
12,000
|
2.5
|
58.0%
|
261,360
|
3.4
|
21.78
|
1
|
||||||||||||||
2021
|
8,306
|
1.7
|
59.7%
|
120,000
|
1.6
|
14.45
|
1
|
||||||||||||||
2022
|
19,671
|
4.0
|
63.8%
|
483,095
|
6.3
|
24.56
|
4
|
||||||||||||||
2023
|
14,861
|
3.1
|
66.8%
|
519,413
|
6.8
|
34.95
|
5
|
||||||||||||||
2024
|
11,510
|
2.4
|
69.2%
|
491,075
|
6.4
|
42.67
|
5
|
||||||||||||||
2025 & Thereafter
|
117,269
|
24.1
|
93.3%
|
1,568,551
|
20.6
|
13.38
|
2
|
||||||||||||||
Vacant
|
32,393
|
6.7
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
485,841
|
100.0
|
% |
$7,622,049
|
100.0
|
% |
$ 16.81
|
78
|
(1)
|
Calculated based on approximate square footage occupied by each owned tenant per the rent roll dated April 30, 2014.
|
2011
|
2012
|
2013
|
As of 4/30/2014
|
|||||
Owned Space
|
91.6%
|
95.9%
|
93.9%
|
93.3%
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year unless specified otherwise.
|
CHULA VISTA CENTER
|
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 Chula Vista Center Property:
|
2011
|
2012
|
2013
|
TTM 04/30/2014
|
Underwritten(2)
|
Underwritten
$ per SF
|
||||||||||||
Base Rent(3)
|
$6,780,038
|
$7,128,245
|
$7,104,093
|
$7,125,629
|
$7,622,049
|
$15.69
|
|||||||||||
Overage Rent
|
146,571
|
165,502
|
305,052
|
310,976
|
661,877
|
1.36
|
|||||||||||
Kiosks / Temporary / Specialty(4)
|
698,037
|
709,356
|
716,773
|
765,676
|
762,190
|
1.57
|
|||||||||||
Other Rental Revenue
|
430,358
|
339,466
|
433,649
|
389,893
|
391,368
|
0.81
|
|||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
1,699,057
|
3.50
|
|||||||||||
Total Rent
|
$8,055,004
|
$8,342,568
|
$8,559,567
|
$8,592,174
|
$11,136,542
|
$22.92
|
|||||||||||
Total Reimbursables
|
2,995,171
|
2,479,653
|
2,556,658
|
2,473,006
|
2,329,898
|
4.80
|
|||||||||||
Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(1,699,057)
|
(3.50)
|
|||||||||||
Effective Gross Income
|
$11,050,175
|
$10,822,221
|
$11,116,225
|
$11,065,180
|
$11,767,383
|
$24.22
|
|||||||||||
Total Operating Expenses
|
$4,108,950
|
$4,243,006
|
$4,156,855
|
$4,166,915
|
$4,314,987
|
$8.88
|
|||||||||||
Net Operating Income
|
$6,941,225
|
$6,579,216
|
$6,959,369
|
$6,898,265
|
$7,452,395
|
$15.34
|
|||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
295,522
|
0.61
|
|||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
154,265
|
0.32
|
|||||||||||
Net Cash Flow
|
$6,941,225
|
$6,579,216
|
$6,959,369
|
$6,898,265
|
$7,002,608
|
$14.41
|
(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 is based on the April 30, 2014 rent roll with rent steps through August 30, 2015.
|
||
(3)
|
Underwritten Base Rent includes base rent for AMC ($603,060). AMC has an executed lease but has not yet taken occupancy or commenced paying rent. AMC is expected to take occupancy in August 2014 and begin paying rent in September 2014. We cannot assure you that AMC will begin paying rent as expected or at all.
|
||
(4)
|
Kiosk / Temporary / Specialty includes $609,828 of income associated with temporary tenants.
|
n
|
Appraisal. According to the appraisal, the Chula Vista Center Property had an “as-is” appraised value of $116,000,000 as of an effective date of May 29, 2014, and an “as stabilized” appraised value of $131,000,000 as of an effective date of June 1, 2016. The “as stabilized” appraised value is based upon an assumed lease-up of in-line mall shop space to a level between 75.0% and 80.0% and the assumption that AMC takes occupancy.
|
n
|
Environmental Matters. According to a Phase I environmental report, dated June 16, 2014, there are no current recognized environmental conditions or recommendations for further action at the Chula Vista Center Property other than a recommendation for an asbestos operations and maintenance plan.
|
n
|
Market Overview and Competition. The Chula Vista Center Property is a super-regional mall located in Chula Vista, California. The Chula Vista Center Property is located in the San Diego-Carlsbad-San Marcos metropolitan statistical area along the southern side of H Avenue and east of Broadway. The Chula Vista Center Property is located less than one half mile from Interstate 5, and approximately 2.0 miles west of Interstate 805. As of 2014, the population within a 5-mile radius of the Chula Vista Center Property was 413,371 with an average household income of $120,226.
|
Chula Vista Center
|
Westfield Plaza Bonita
|
Otay Ranch Town Center
|
Las Americas Premium Outlets
|
|||||
Distance from Subject
|
-
|
3.5 miles NE
|
9.5 miles E
|
7.5 miles S
|
||||
Property Type
|
Super-Regional Mall
|
Super-Regional Center
|
Lifestyle Center
|
Outlet Center
|
||||
Year Built
|
1962, 1993-1994
|
1981
|
2006
|
2001
|
||||
Total GLA
|
878,341
|
1,019,293
|
678,244
|
561,428
|
||||
Total Occupancy
|
96%
|
98%
|
85%
|
100%
|
||||
Anchors
|
Sears, JCPenney, Macy’s,
Burlington Coat Factory |
Target, Cinema, Macy’s,
JCPenney, Nordstrom Rack
|
Cinema, Macy’s, REI, Best
Buy, Barnes & Noble |
Last Call Neiman Marcus, Polo RL,
Nike Factory Outlet |
(1)
|
Source: Appraisal.
|
n
|
The Borrower. The borrower is Chula Vista Center, LP, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Chula Vista Center Loan. Rouse Properties, LP, an indirect owner of the borrower, is the non-recourse carveout guarantor under the Chula Vista Center Loan. Rouse Properties, LP is the operating partnership of Rouse Properties, Inc., a publicly
|
CHULA VISTA CENTER
|
|
traded real estate investment trust headquartered in New York City. Rouse Properties, Inc.’s portfolio includes 35 malls in 22 states that represent approximately 24.5 million square feet of retail space.
|
n
|
Escrows. At origination, the borrower funded (i) an escrow reserve in the amount of $332,965 in respect of taxes, and (ii) a rollover reserve in the amount of $2,744,270 in respect of unfunded obligations.
|
n
|
Lockbox and Cash Management. The Chula Vista Center Loan requires a hard lockbox, which is already in place. 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 rents (except de minimis and sponsorship income) received by the borrower or the property manager be deposited into the lockbox account within three business days after receipt. For so long as no Chula Vista Center Cash Management Period is continuing, all amounts in the lockbox account will be swept on a daily basis to a borrower-controlled operating account. During
|
CHULA VISTA CENTER
|
|
a Chula Vista Center Cash Management Period, all amounts in the lockbox account will be swept on a daily basis to a lender-controlled cash management account.
|
n
|
Property Management. The Chula Vista Center Property is currently self-managed. There is currently no property management agreement for Chula Vista Center Property. Under the loan documents, the Chula Vista Center Property must remain self-managed or managed by (i) Rouse Properties, Inc., (ii) a property manager that (a) is a reputable, nationally or regionally recognized management company having at least five (5) years’ experience in the management of similar type properties, (b) at the time of its engagement as property manager has leasable square footage of the same property type as the Chula Vista Center Property equal to not less than 2,500,000 leasable square feet and (c) is not, at the time of appointment as property manager, the subject of a bankruptcy or similar insolvency proceeding or (iii) any other property manager consented to by the lender and with respect to which Rating Agency Confirmation has been received. If the borrower enters into a management agreement, then the lender will have the right to require the borrower to replace the related property manager with a property manager approved by the lender in the event (i) an event of default under the Chula Vista Center Loan has occurred and is continuing, (ii) the property manager is in default beyond any applicable grace or cure period under the related management agreement, (iii) certain insolvency events with respect to the property manager or (iv) upon the gross negligence, malfeasance or willful misconduct of the property manager.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
n
|
Release of Collateral. At any time after the second anniversary of the securitization Closing Date, the borrower is permitted to obtain the release of a non-income producing vacant portion of the Chula Vista Center Property, subject to the satisfaction of certain conditions, including that: (i) no event of default is then continuing and the release will not cause an event of default to occur, (ii) after giving effect to the release, the debt service coverage ratio (as calculated under the loan documents) for the remaining portion of the Chula Vista Center Property is at least 1.67x, (iii) after giving effect to the release, the loan-to-value ratio (as calculated under the loan documents) for the remaining portion of the Chula Vista Center Property is no greater than 60.3%, and (iv) the borrower delivers a REMIC opinion.
|
n
|
Terrorism Insurance. The borrower is required to obtain and maintain coverage as part of its property insurance policy against loss or damage by terrorist acts in an amount equal to 100% of the “Full Replacement Cost” of the Chula Vista Center Property plus loss of rents or business income and general liability and excess liability/umbrella. If such coverage is unavailable, then the borrower will be required to obtain such coverage as a stand-alone policy. Notwithstanding the foregoing, if TRIPRA or any successor or equivalent replacement acts are ever not in effect, then with respect to any such stand-alone policy covering terrorist acts, the borrower will not be required to pay any insurance premiums solely with respect to such terrorism coverage in excess of two times the amount of the premiums that borrower paid for the portion of property and casualty insurance allocable to terrorism insurance for the last policy year in which coverage for terrorism was included as part of the applicable policies required under the loan documents. 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 Chula Vista Center Property are separately allocated to the Chula Vista Center Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
PALM ISLAND APARTMENTS |
PALM ISLAND APARTMENTS |
PALM ISLAND APARTMENTS |
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC
|
|||||||||||
Location (City/State)
|
Fountain Valley, California
|
Cut-off Date Principal Balance
|
$64,000,000
|
|||||||||||
Property Type
|
Senior Housing
|
Cut-off Date Principal Balance per Unit
|
$140,350.88
|
|||||||||||
Size (Units)
|
456
|
Percentage of Initial Pool Balance
|
5.2%
|
|||||||||||
Total Occupancy as of 6/19/2014
|
98.9%
|
Number of Related Mortgage Loans
|
None
|
|||||||||||
Owned Occupancy as of 6/19/2014
|
98.9%
|
Type of Security
|
Fee Simple
|
|||||||||||
Year Built / Latest Renovation
|
2001 / NAP
|
Mortgage Rate
|
4.4770%
|
|||||||||||
Appraised Value
|
$107,190,000
|
Original Term to Maturity (Months)
|
120
|
|||||||||||
Original Amortization Term (Months)
|
NAP
|
|||||||||||||
Original Interest Only Period (Months)
|
120
|
|||||||||||||
Underwritten Revenues
|
$7,838,449
|
|||||||||||||
Underwritten Expenses
|
$2,460,161
|
Escrows
|
||||||||||||
Underwritten Net Operating Income (NOI)
|
$5,378,288
|
Upfront
|
Monthly
|
|||||||||||
Underwritten Net Cash Flow (NCF)
|
$5,245,136
|
Taxes
|
$0
|
$0
|
||||||||||
Cut-off Date LTV Ratio
|
59.7%
|
Insurance
|
$0
|
$0
|
||||||||||
Maturity Date LTV Ratio
|
59.7%
|
Replacement Reserves
|
$0
|
$9,500
|
||||||||||
DSCR Based on Underwritten NOI / NCF
|
1.85x / 1.81x
|
TI/LC
|
$0
|
$0
|
||||||||||
Debt Yield Based on Underwritten NOI / NCF
|
8.4% / 8.2%
|
Other
|
$0
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$64,000,000
|
100.0%
|
Loan Payoff
|
$62,496,351
|
97.7%
|
Principal Equity Distribution
|
810,895
|
1.3
|
|||
Closing Costs
|
692,754
|
1.1
|
|||
Total Sources
|
$64,000,000
|
100.0%
|
Total Uses
|
$64,000,000
|
100.0%
|
n
|
The Mortgage Loan. The mortgage loan (the “Palm Island Apartments Loan”) is evidenced by a note in the original principal amount of $64,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a senior housing apartment community located in Fountain Valley, California (the “Palm Island Apartments Property”). The Palm Island Apartments Loan was originated by GS Commercial Real Estate LP and was subsequently purchased by Goldman Sachs Mortgage Company. The Palm Island Apartments Loan was originated on June 25, 2014 and represents approximately 5.2% of the Initial Pool Balance. The note evidencing the Palm Island Apartments Loan has an outstanding principal balance as of the Cut-off Date of $64,000,000 and has an interest rate of 4.4770% per annum. The borrower utilized the proceeds of the Palm Island Apartments Loan to refinance the existing debt on the Palm Island Apartments Property and to return equity to the borrower sponsors.
|
n
|
The Mortgaged Property. The Palm Island Apartments Property is a 456-unit senior housing apartment community located in Fountain Valley within Orange County, California. The Palm Island Apartments Property was built in 2001 by James C. Gianulias and David Gianulias who are the non-recourse carveout guarantors under the Palm Island Apartments Loan. The Palm Island Apartments Property is a gated community, for residents aged 55 and older, that features amenities including a resort-style pool and spa, library with fireplace, fitness center, business center, as well as a card and billiard room. Organized social activities include a regular schedule of programs and outings. The Palm Island Apartments Property offers studio, 1, 2 and 2+ bedroom floor plans with private patios/balcony. The Palm Island Apartments Property has been at or above 98.7% occupancy since 2008 and as of June 19, 2014, Total Occupancy and Owned Occupancy were both 98.9%.
|
PALM ISLAND APARTMENTS |
Unit Type
|
# of Units
|
Average SF
per Unit
|
Monthly
Market Rent
per Unit(1)
|
Monthly
Actual Rent
per Unit(2)
|
Underwritten Monthly Rent
|
Underwritten
Rent
|
||||||
2 bed / 2 bath (with den)
|
30
|
1,046
|
$1,800
|
$1,752
|
$1,757
|
$632,400
|
||||||
2 bed / 2 bath
|
96
|
914
|
$1,650
|
$1,593
|
$1,593
|
1,835,520
|
||||||
2 bed / 1 bath
|
42
|
783
|
$1,475
|
$1,425
|
$1,425
|
717,960
|
||||||
1 bed / 1 bath
|
231
|
597
|
$1,350
|
$1,284
|
$1,285
|
3,562,104
|
||||||
Studio
|
57
|
526
|
$1,225
|
$1,178
|
$1,178
|
805,740
|
||||||
Total / Wtd. Avg.
|
456
|
702
|
$1,439
|
$1,378
|
$1,380
|
$7,553,724
|
|
(1)
|
Source: Appraisal.
|
|
(2)
|
As provided by the borrower.
|
2011
|
2012
|
2013
|
As of
6/19/2014
|
|||
98.7%
|
98.9%
|
99.6%
|
98.9%
|
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year unless specified otherwise.
|
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 Palm Island Apartments Property:
|
2011
|
2012
|
2013
|
TTM 4/30/2014
|
Underwritten
|
Underwritten
$ per Unit
|
|||||||||||||
Base Rent
|
$7,079,197
|
$7,100,223
|
$7,326,077
|
$7,389,790
|
$7,327,112
|
$16,068
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
226,612
|
497
|
||||||||||||
Goss Potential Rent
|
$7,079,197
|
$7,100,223
|
$7,326,077
|
$7,389,790
|
$7,553,724
|
$16,565
|
||||||||||||
Vacancy, Credit Loss and Concessions
|
(5,782
|
) |
(6,628
|
) |
(7,998
|
) |
(13,498
|
) |
(242,089
|
) |
(531
|
) | ||||||
Non-Revenue Units
|
0
|
(21,970
|
) |
(31,214
|
) |
(31,479
|
) |
(31,524
|
) |
(69
|
) | |||||||
Total Rent Revenue
|
$7,073,414
|
$7,071,625
|
$7,286,864
|
$7,344,813
|
$7,280,111
|
$15,965
|
||||||||||||
Other Revenue(2)
|
565,175
|
539,748
|
560,241
|
558,339
|
558,339
|
1,224
|
||||||||||||
Effective Gross Income
|
$7,638,589
|
$7,611,374
|
$7,847,106
|
$7,903,152
|
$7,838,449
|
$17,190
|
||||||||||||
Total Operating Expenses
|
$2,249,244
|
$2,337,627
|
$2,437,495
|
$2,451,455
|
$2,460,161
|
$5,395
|
||||||||||||
Net Operating Income
|
$5,389,346
|
$5,273,746
|
$5,409,611
|
$5,451,697
|
$5,378,288
|
$11,794
|
||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
133,152
|
292
|
||||||||||||
Net Cash Flow
|
$5,389,346
|
$5,273,746
|
$5,409,611
|
$5,451,697
|
$5,245,136
|
$11,502
|
|
(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 flow.
|
|
(2)
|
Other Revenue includes utilities, EMS fees, parking, laundry, storage and other miscellaneous revenues.
|
PALM ISLAND APARTMENTS |
n
|
Appraisal. According to the appraisal, the Palm Island Apartments Property had an “as-is” appraised value of $107,190,000 as of an effective date of June 6, 2014.
|
n
|
Environmental Matters. According to the Phase I environmental report, dated June 17, 2013, there are no recognized environmental conditions or recommendations for further action at the Palm Island Apartments Property.
|
n
|
Market Overview and Competition. The Palm Island Apartments Property is located in the city of Fountain Valley, Orange County, California. Fountain Valley is located in central Orange County and is proximate to Interstate 405, also known as the San Diego Freeway. Access to the Palm Island Apartments Property neighborhood is provided by 55 Freeway, I-5 Freeway and the 73 toll road. The Orange County metropolitan statistical area unemployment rate as of 2013 was 6.0%, down from the 7.6% level reported as of 2012 and the 8.7% value in 2011. The Palm Island Apartments Property is close to neighborhood and regional shopping and is within walking distance to the Fountain Valley Regional Hospital and Mile Square Park.
|
Palm Island Apartments
|
Fountain Glen at Jacaranda
|
Fountain Glen at Anaheim
Hills
|
Bradford Terrace
|
Five Points Villas Senior
Apts.
|
||||||
City
|
Fountain Valley
|
Fullerton
|
Anaheim
|
Placentia
|
Huntington Beach
|
|||||
Occupancy
|
98.9%
|
95.0%
|
99.0%
|
100.0%
|
98.0%
|
|||||
Age Restricted
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|||||
Huntington Westminster
|
Creekview Senior
Apartments
|
The Galleria
|
Havens
|
|||||||
City
|
Westminster
|
Orange
|
Fountain Valley
|
Fountain Valley
|
||||||
Occupancy
|
90.0%
|
100.0%
|
94.0%
|
93.0%
|
||||||
Age Restricted
|
Yes
|
Yes
|
No
|
No
|
|
(1)
|
Source: Appraisal.
|
n
|
The Borrower. The borrower is Fountain Valley Senior Housing L.P., a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Palm Island Apartments Loan. David Gianulias and James C. Gianulias, each an indirect owner of the borrower, are the non-recourse carveout guarantors under the Palm Island Apartments Loan.
|
n
|
Escrows. On each due date, the borrower will be required to fund a capital expenditure reserve in an amount equal to $9,500. In addition, on each due date during an event of default under the Palm Island Apartments Loan or following the borrower’s failure to pay taxes or insurance premiums (or to provide proof of such payment), the borrower will be required to fund a tax and insurance reserve in an amount equal to one-twelfth of the amount that the lender reasonably estimates will be necessary to pay taxes and insurance premiums over the then succeeding twelve-month period.
|
PALM ISLAND APARTMENTS |
n
|
Lockbox and Cash Management. The Palm Island Apartments Loan requires a soft lockbox, which is already in place, with springing cash management. All cash revenues relating to the Palm Island Apartments Property and all other money received by the borrower or property manager with respect to the Palm Island Apartments Property (other than tenant security deposits required to be held in escrow accounts) are required to be deposited into the lockbox account within one business day after receipt. For so long as no Palm Island Apartments Trigger Period or event of default under the Palm Island Apartments Loan is continuing, all amounts in the lockbox account will be swept on each business day into a borrower-controlled operating account. During a Palm Island Apartments Trigger Period or during the continuance of an event of default under the Palm Island Apartments Loan, all amounts in the lockbox account will be swept on each business day to a lender-controlled cash management account.
|
n
|
Property Management. The Palm Island Apartments Property is managed by Mesa Management Inc., an affiliate of the borrower, pursuant to a management agreement. Under the loan documents, the Palm Island Apartments Property must remain managed by Mesa Management Inc. or 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 under the Palm Island Apartments Loan, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or 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), or if the property manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent, the lender has the right to replace, or require the borrower to replace, such property manager with a property manager approved by the lender.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
PALM ISLAND APARTMENTS |
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 Palm Island Apartments Property (plus 18 months of rental loss and/or business interruption coverage and containing an extended period of indemnity endorsement covering the 12 month period commencing on the date on which the Palm Island Apartments Property has been restored). If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, the borrower will be required to carry terrorism insurance throughout the term of the Palm Island Apartments Loan as described in 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/rental loss insurance required under the loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $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 Palm Island Apartments Property are separately allocated to the Palm Island Apartments Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
WOODYARD CROSSING
|
WOODYARD CROSSING
|
WOODYARD CROSSING
|
WOODYARD CROSSING
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
RMF
|
|||
Location (City/State)
|
Cut-off Date Principal Balance
|
|||||
Property Type
|
Cut-off Date Principal Balance per SF(1)
|
|||||
Size (SF)(1)
|
486,918
|
Percentage of Initial Pool Balance
|
5.1%
|
|||
Number of Related Mortgage Loans
|
None
|
|||||
97.6%
|
Type of Security
|
|||||
Year Built / Latest Renovation
|
1995 / NAP
|
Mortgage Rate
|
||||
Appraised Value
|
Original Term to Maturity (Months)
|
|||||
Original Amortization Term (Months)
|
||||||
Original Interest Only Period (Months)
|
NAP
|
|||||
Underwritten Revenues
|
||||||
Underwritten Expenses
|
Escrows(3)
|
|||||
Underwritten Net Operating Income (NOI)
|
Upfront
|
Monthly
|
||||
Underwritten Net Cash Flow (NCF)
|
Taxes
|
|||||
Cut-off Date LTV Ratio
|
Insurance
|
|||||
Maturity Date LTV Ratio
|
Replacement Reserves
|
|||||
DSCR Based on Underwritten NOI / NCF
|
TI/LC
|
|||||
Debt Yield Based on Underwritten NOI / NCF
|
Other(4)
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
Loan Payoff
|
||||
Principal Equity Distribution
|
|||||
Total Sources
|
100.0%
|
Total Uses
|
100.0%
|
|
(1)
|
Size (SF) includes 139,978 SF of tenant-owned improvements located on parcels ground leased to the related tenants. Excluding the tenant-owned improvements, the Woodyard Crossing Property contains 346,940 SF and the Cut-off Date Principal Balance per SF is $179.93.
|
|
(2)
|
The Total Occupancy and Owned Occupancy include The Dress Barn, Five Below and Famous Footwear, each of which have executed leases. The Dress Barn and Five Below are expected to take occupancy and begin paying rent in September 2014. Famous Footwear is expected to take occupancy and begin paying rent in April 2015. We cannot assure you these tenants will take occupancy and begin paying rent as expected or at all.
|
|
(3)
|
See “—Escrows” below.
|
|
(4)
|
Other reserve represents a free rent reserve with respect to the leases of The Dress Barn, Five Below and Famous Footwear.
|
n
|
The Mortgage Loan. The mortgage loan (the “Woodyard Crossing Loan”) is evidenced by a note in the original principal amount of $62,500,000 and is secured by a first mortgage encumbering the borrower’s fee interest in a 486,918 SF retail shopping center located in Clinton, Maryland (the “Woodyard Crossing Property”). The Woodyard Crossing Loan was originated by Rialto Mortgage Finance, LLC on June 12, 2014 and represents approximately 5.1% of the Initial Pool Balance. The note evidencing the Woodyard Crossing Loan has an outstanding principal balance as of the Cut-off Date of $62,423,745 and has an interest rate of 4.3950% per annum. The borrower utilized a portion of the proceeds of the Woodyard Crossing Loan to refinance existing debt on the Woodyard Crossing Property and to return equity to the borrower sponsor.
|
n
|
The Mortgaged Property. The Woodyard Crossing Property is comprised of an anchored retail shopping center located in Clinton, Maryland, approximately 14.2 miles southeast of Washington, D.C. The Woodyard Crossing Property totals 486,918 SF, consisting of seven, one-story retail buildings and seven, one-story outparcels. The collateral is comprised of 346,940 SF of improvements and parcels ground-leased to Lowes and five smaller tenants that contain 139,978 SF of tenant-owned improvements. The Woodyard Crossing Property is anchored by national investment grade tenants: Wal-Mart (Moody’s/S&P/Fitch: Aa2/AA/AA, 17.6% of UW Base Rent), Lowes (Moody’s/S&P: A3/A-, 13.2% of UW Base Rent) and Safeway (Moody’s/S&P/Fitch: Baa3/BBB/BBB-, 9.8% of UW Base Rent). The improvements were constructed in 1995 and are situated on approximately 64.1 acres. As of April 17, 2014, Total Occupancy was 98.3% and Owned Occupancy was 97.6% at the Woodyard Crossing Property.
|
WOODYARD CROSSING
|
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
|
||||||||||
27.6%
|
NA
|
NA
|
||||||||||||||||||
118,000
|
24.2
|
|||||||||||||||||||
12.3
|
||||||||||||||||||||
4.1
|
||||||||||||||||||||
2.7
|
||||||||||||||||||||
2.4
|
||||||||||||||||||||
1.2
|
||||||||||||||||||||
0.8
|
||||||||||||||||||||
1.5
|
||||||||||||||||||||
1.0
|
||||||||||||||||||||
Ten Largest Owned Tenants
|
378,872
|
77.8%
|
||||||||||||||||||
Remaining Owned Tenants(5)(6)
|
99,796
|
|||||||||||||||||||
Vacant Spaces (Owned Space)
|
1.7
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
486,918
|
100.0%
|
100.0%
|
|
(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, 2013.
|
|
(3)
|
Lowes owns the improvements located on the parcel ground leased to it.
|
|
(4)
|
The Dress Barn has executed a lease but is not yet open or paying rent. The Dress Barn is expected to open and begin paying rent in September 2014 and is moving to its premises from a smaller suite at the Woodyard Crossing Property.
|
|
(5)
|
Remaining Owned Tenants includes the following two tenants that have executed leases but are not yet open or paying rent: Five Below and Famous Footwear. Five Below is expected to open and begin paying rent in September 2014. Famous Footwear is expected to open and begin paying rent in April 2015.
|
|
(6)
|
Includes five tenants totaling 21,978 SF located on parcels ground leased to those tenants.
|
Year Ending
December 31,
|
Expiring Owned
GLA (SF)
|
% of Owned
GLA
|
Cumulative % of
Owned GLA
|
UW
Base Rent
|
% of Total UW
Base Rent
|
UW Base Rent
$ per SF
|
# of Expiring
Tenants
|
||||||||||||||
MTM
|
% | % |
$0.00
|
||||||||||||||||||
2014
|
|||||||||||||||||||||
Vacant
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||||||
Total / Wtd. Avg.
|
100.0
|
% |
100.0
|
% |
$13.18
|
|
(1)
|
Calculated based on approximate square footage occupied by each tenant.
|
WOODYARD CROSSING
|
|
(1)
|
As provided by the borrower.
|
|
(2)
|
Total Occupancy includes The Dress Barn, Five Below and Famous Footwear, each of which have executed leases. The Dress Barn and Five Below are expected to take occupancy and begin paying rent in September 2014. Famous Footwear is expected to take occupancy and begin paying rent in April 2015. We cannot assure you these tenants will take occupancy and begin paying rent as expected or at all.
|
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 Woodyard Crossing Property:
|
Underwritten(2)
|
Underwritten
$ per SF(3)
|
||||||||||||||||
Base Rent
|
$12.96
|
||||||||||||||||
Overage Rent
|
|||||||||||||||||
Gross Up Vacancy
|
|||||||||||||||||
Total Rent
|
$13.36
|
||||||||||||||||
Total Reimbursables
|
|||||||||||||||||
Other Income(4)
|
|||||||||||||||||
Less Vacancy & Credit Loss
|
|||||||||||||||||
Effective Gross Income
|
$16.52
|
||||||||||||||||
Total Operating Expenses
|
$4.24
|
||||||||||||||||
Net Operating Income
|
(5) | (5) | (5) |
$12.29
|
|||||||||||||
TI/LC
|
|||||||||||||||||
Capital Expenditures
|
|||||||||||||||||
Net Cash Flow
|
$11.84
|
|
(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 April 17, 2014 and rent steps through June 30, 2015.
|
|
(3)
|
Based on 486,918 SF which includes 139,978 SF of tenant-owned improvements located on parcels ground leased to the related tenants.
|
|
(4)
|
Other income includes sub-metered utility charges, late fees and miscellaneous income.
|
|
(5)
|
The increase in Net Operating Income from 2013 and TTM 2/28/2014 to Underwritten reflects $90,023 in rent steps along with $364,601 in rent attributable to three new leases. The Dress Barn, Five Below and Famous Footwear, have executed leases but are not yet in occupancy. The Dress Barn and Five Below are expected to take occupancy and begin paying rent in September 2014. Famous Footwear is expected to take occupancy and begin paying rent in April 2015.
|
n
|
Appraisal. According to the appraisal, the Woodyard Crossing Property had an “as-is” appraised value of $96,000,000 as of an effective date of April 26, 2014.
|
n
|
Environmental Matters. According to a Phase I environmental report, dated May 1, 2014, there are no recommendations for further action at the Woodyard Crossing Property other than a recommendation for an asbestos operations and maintenance (O&M) plan, which is already in place.
|
n
|
Market Overview and Competition. The Woodyard Crossing Property is an anchored retail center located in Clinton, Maryland, a suburb approximately 14.2 miles southeast of Washington, D.C., within the Washington, D.C. metropolitan statistical area. The 2014 estimated population in the Washington, D.C. metropolitan statistical area is approximately 6.0 million people and the March 2014 unemployment rate was 7.6%. The Woodyard Crossing Property is situated at the intersection of State Route 5 (Branch Avenue) and Woodyard Road with a reported traffic count of 97,871 vehicles per day. State Route 5 serves as the primary thoroughfare in the neighborhood and connects to major interstates in the Washington D.C. metropolitan statistical area including Interstate 95/495, the Suitland Parkway to the north, and Highway 301 (Blue Star Memorial Highway) to the south. Joint Base Andrews, consisting of 6.9 square miles and two runways, is located approximately 2.6 miles northeast of the Woodyard Crossing Property. The estimated 2014 population within a one-, three- and five-mile radius of the Woodyard Crossing Property is 8,273, 45,804, and 112,583, respectively. The 2014 average household income within a one-, three- and five-mile radius of the Woodyard Crossing Property is $113,964, $109,886, and $102,653, respectively.
|
WOODYARD CROSSING
|
Woodyard Crossing
Property
|
Clinton Plaza
Shopping Center
|
Coventry Plaza
|
Woodberry Square
Shopping Center
|
Andrews Manor
|
||||||
Distance from Subject
|
-
|
0.1 miles
|
1.6 miles
|
4.5 miles
|
4.9 miles
|
|||||
Property Type
|
Retail
|
Retail
|
Retail
|
Retail
|
Retail
|
|||||
Year Built
|
1995
|
1980
|
1980
|
1988
|
1960
|
|||||
Total GLA
|
486,918
|
201,038
|
112,777
|
53,110
|
290,000
|
|||||
Total Occupancy
|
98.3%
|
96%
|
99%
|
83%
|
67%
|
|||||
Anchors
|
Wal-Mart, Lowes, Safeway
|
Giant Food, Big K-Mart
|
Shopper’s Food
|
AutoZone, Family Dollar
|
Value Village
|
|
(1)
|
Source: Appraisal.
|
n
|
The Borrower. The borrower is Jubilee-Clinton II LLC, a single-purpose, single-asset entity. The non-recourse carveout guarantor is Schottenstein Realty LLC.
|
n
|
Escrows. On the origination date, the borrower funded a free rent reserve of $147,449 with respect to the Woodyard Crossing Loan with respect to the leases of The Dress Barn, Famous Footwear and Five Below.
|
n
|
Lockbox and Cash Management. The Woodyard Crossing Loan requires a springing hard lockbox. During the occurrence and continuation of a Cash Management Trigger Event, the loan documents require the borrower to direct the tenants to pay their rents directly to a lender-controlled lockbox account (although tenants are only required to be advised that the borrower’s direction is not revocable without lender’s consent upon a Cash Management Trigger Event). During the continuance of a Cash Management 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 lender as additional security for the loan.
|
WOODYARD CROSSING
|
n
|
Property Management. The Woodyard Crossing Property is currently managed by Schottenstein Property Group LLC, an affiliate of the borrower, pursuant to a management agreement. Under the loan documents, the Woodyard Crossing 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 require the borrower to replace the property manager (i) during the continuance of an event of default under the Woodyard Crossing Loan, (ii) during the continuance of a default by the property manager under the management agreement after the expiration of any applicable cure period, (iii) if the property manager becomes insolvent or files or is the subject of a petition in bankruptcy, or (iv) if the property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
n
|
Terrorism Insurance. The borrower is required to maintain terrorism insurance for certified and noncertified acts (as those terms are defined in TRIPRA or a similar or subsequent statute) in an amount equal to the full replacement cost of the Woodyard 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 Woodyard Crossing Property are separately allocated under the blanket policy and that certain other requirements are satisfied. In the event that TRIPRA or a similar or subsequent statute is no longer in effect, the borrower is required to obtain terrorism insurance only to the extent obtainable for 200% of the then annual cost of property coverage as of a date determined by the lender. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
NORTHCROSS SHOPPING CENTER
|
NORTHCROSS SHOPPING CENTER
|
NORTHCROSS SHOPPING CENTER
|
NORTHCROSS SHOPPING CENTER
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC
|
|||||
Location (City/State)
|
Huntersville, North Carolina
|
Cut-off Date Principal Balance
|
$39,930,994
|
|||||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$104.31
|
|||||
Size (SF)(1)
|
382,829
|
Percentage of Initial Pool Balance
|
3.2%
|
|||||
Total Occupancy as of 4/16/2014
|
98.2%
|
Number of Related Mortgage Loans
|
None
|
|||||
Owned Occupancy as of 4/16/2014
|
97.7%
|
Type of Security
|
Fee Simple
|
|||||
Year Built / Latest Renovation
|
1995-1999 / NAP
|
Mortgage Rate
|
4.3585%
|
|||||
Appraised Value
|
$54,455,000
|
Original Term to Maturity (Months)
|
120
|
|||||
Original Amortization Term (Months)
|
300
|
|||||||
Original Interest Only Period (Months)
|
NAP
|
|||||||
Underwritten Revenues
|
$5,125,282
|
|||||||
Underwritten Expenses
|
$1,323,278
|
Escrows
|
||||||
Underwritten Net Operating Income (NOI)
|
$3,802,004
|
Upfront
|
Monthly
|
|||||
Underwritten Net Cash Flow (NCF)
|
$3,609,509
|
Taxes
|
$257,366
|
$42,894
|
||||
Cut-off Date LTV Ratio
|
73.3%
|
Insurance
|
$28,614
|
$3,179
|
||||
Maturity Date LTV Ratio
|
53.6%
|
Replacement Reserves(2)
|
$300,000
|
$19,583
|
||||
DSCR Based on Underwritten NOI / NCF
|
1.45x / 1.37x
|
TI/LC
|
$0
|
$0
|
||||
Debt Yield Based on Underwritten NOI / NCF
|
9.5% / 9.0%
|
Other(3)
|
$73,379
|
$0
|
||||
Sources and Uses
|
||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||
Loan Amount
|
$40,000,000
|
100.0%
|
Loan Payoff
|
$22,530,529
|
56.3%
|
|||
Principal Equity Distribution
|
16,416,793
|
41.0
|
||||||
Reserves
|
659,359
|
1.6
|
||||||
Closing Costs
|
393,319
|
1.0
|
||||||
Total Sources
|
$40,000,000
|
100.0%
|
Total Uses
|
$40,000,000
|
100.0%
|
|
(1)
|
Size (SF) includes sites ground leased to Kohl’s (86,584 SF), Longhorn Steakhouse (1 SF) and Chili’s (1 SF).
|
|
(2)
|
Ongoing replacement reserves represent structural reserves of $19,583 per month beginning August 2014 through July 2016 and $3,703 per month thereafter (subject to a cap of $133,309 beginning in August 2017 to the extent Borrower has previously completed the defined roof repairs). See “—Escrows” below.
|
|
(3)
|
Other upfront reserve represents a deferred maintenance reserve of $73,379. See “—Escrows” below.
|
n
|
The Mortgage Loan. The mortgage loan (the “NorthCross Shopping Center Loan”) is evidenced by a note in the original principal amount of $40,000,000 and is secured by a first mortgage encumbering the borrower’s fee simple interest in a retail power center located in Huntersville, North Carolina (the “NorthCross Shopping Center Property”). The NorthCross Shopping Center Loan was originated by Goldman Sachs Mortgage Company on June 10, 2014 and represents approximately 3.2% of the Initial Pool Balance. The note evidencing the NorthCross Shopping Center Loan has an outstanding principal balance as of the Cut-off Date of $39,930,994 and has an interest rate of 4.3585% per annum. The borrower utilized the proceeds of the NorthCross Shopping Center Loan to refinance the existing debt on the NorthCross Shopping Center Property and to provide equity to the borrower sponsor.
|
n
|
The Mortgaged Property. The NorthCross Shopping Center Property is a 382,829 SF (excluding Target, which is not part of the collateral) retail power center property located in Huntersville, North Carolina. The NorthCross Shopping Center Property was developed in phases from 1995 to 1999 and is anchored by Lowe’s, Harris Teeter, Blacklion International and Kohl’s. The NorthCross Shopping Center Property is shadow anchored by Target and also includes a standalone IHOP and a standalone Mattress Firm. Three pads at the NorthCross Shopping Center Property are ground leased to Kohl’s, Chili’s and Longhorn Steakhouse and each respective tenant owns the related improvements. Investment grade tenants account for 45.4% of the Total Underwritten Base Rent. The NorthCross Shopping Center Property is located at the intersection of Sam Furr Road and Highway 21 and is accessible from I-77, the primary north-south interstate that serves Charlotte, North Carolina. As of April 16, 2014, the Total Occupancy was 98.2% and the Owned Occupancy was 97.7%.
|
NORTHCROSS 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(2)
|
Occupancy Cost
|
Renewal / Extension Options
|
||||||||||
Anchors
|
||||||||||||||||||||
Lowe’s
|
NR / A3 / A-
|
131,644
|
26.8%
|
Yes
|
$1,218,480
|
$9.26
|
3/31/2017
|
NA
|
NA
|
6, 5-year options
|
||||||||||
Target
|
A- / A2 / A
|
108,436
|
22.1
|
No
|
$12,340
|
$0.11
|
NA
|
NA
|
NA
|
NA
|
||||||||||
Kohl’s(3)
|
BBB+ / Baa1 / BBB+
|
86,584
|
17.6
|
Yes
|
$384,907
|
$4.45
|
1/31/2019
|
$187
|
2.4%
|
8, 5-year options
|
||||||||||
Harris Teeter(4)
|
BBB / Baa2 / BBB
|
48,800
|
9.9
|
Yes
|
$571,684
|
$11.71
|
4/23/2017
|
$577
|
2.3%
|
5, 5-year options
|
||||||||||
Total Anchors
|
375,464
|
76.4%
|
||||||||||||||||||
Jr. Anchors
|
||||||||||||||||||||
Blacklion International
|
NR / NR / NR
|
15,000
|
3.1%
|
Yes
|
$247,393
|
$16.49
|
2/28/2017
|
$96
|
17.3%
|
NA
|
||||||||||
Total Jr. Anchors
|
15,000
|
3.1%
|
||||||||||||||||||
Occupied In-line
|
75,130
|
15.3%
|
$2,022,824
|
$26.92
|
||||||||||||||||
Occupied Outparcel(5)
|
16,802
|
3.4%
|
$687,580
|
$29.69
|
||||||||||||||||
Vacant Spaces
|
8,869
|
1.8%
|
$0
|
$0.00
|
||||||||||||||||
Total Owned SF
|
382,829
|
77.9%
|
||||||||||||||||||
Total SF
|
491,265
|
100.0%
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Kohl’s sales are estimates as of December 31, 2012. All other sales are estimates as of December 31, 2013.
|
|
(3)
|
Kohl’s pad is ground leased to the tenant.
|
|
(4)
|
Harris Teeter occupies 44,000 SF and subleases 4,800 SF (3,600 SF to Global Golf and 1,200 SF to Mann Travel). Harris Teeter Sales $ per SF are based on 44,000 SF.
|
|
(5)
|
Includes two SF representing the Chili’s and Longhorn Steakhouse ground leases. Chili’s and Longhorn Steakhouse Total Rent amounts are excluded from the Total Rent $ per SF calculation.
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA(2)
|
% of Owned GLA
|
UW Base Rent
|
% of
Total UW Base Rent |
UW
Base Rent $ per SF |
Lease Expiration
|
Tenant
Sales $ per SF(3) |
Occupancy Cost
|
Renewal / Extension
Options |
||||||||||
Lowe’s
|
NR / A3 / A-
|
131,644
|
34.4%
|
$934,672
|
22.7%
|
$7.10
|
3/31/2017
|
NA
|
NA
|
6, 5-year options
|
||||||||||
Harris Teeter(4)
|
BBB / Baa2 / BBB
|
48,800
|
12.7
|
459,208
|
11.1
|
9.41
|
4/23/2017
|
$577
|
2.3%
|
5, 5-year options
|
||||||||||
Mattress Firm
|
NR / NR / NR
|
11,000
|
2.9
|
317,750
|
7.7
|
28.89
|
(5)
|
$179
|
17.3%
|
(6)
|
||||||||||
Kohl’s(7)
|
BBB+ / Baa1 / BBB+
|
86,584
|
22.6
|
270,142
|
6.6
|
3.12
|
1/31/2019
|
$187
|
2.4%
|
8, 5-year options
|
||||||||||
Blacklion International
|
NR / NR / NR
|
15,000
|
3.9
|
180,000
|
4.4
|
12.00
|
2/28/2017
|
$96
|
17.3%
|
NA
|
||||||||||
Rack Room Shoes
|
NR / NR / NR
|
6,232
|
1.6
|
153,556
|
3.7
|
24.64
|
1/31/2017
|
$411
|
7.1%
|
1, 5-year option
|
||||||||||
Dress Barn
|
NR / NR / NR
|
9,000
|
2.4
|
135,000
|
3.3
|
15.00
|
1/31/2015
|
$96
|
20.2%
|
NA
|
||||||||||
IHOP
|
BB- / B3 / B
|
5,800
|
1.5
|
127,600
|
3.1
|
22.00
|
5/31/2016
|
NA
|
NA
|
4, 5-year options
|
||||||||||
Plaza Appliance Mart
|
NR / NR / NR
|
4,995
|
1.3
|
106,144
|
2.6
|
21.25
|
1/31/2016
|
$375
|
6.9%
|
1, 5-year option
|
||||||||||
Omega Sports
|
NR / NR / NR
|
4,848
|
1.3
|
105,783
|
2.6
|
21.82
|
9/30/2018
|
$211
|
12.4%
|
NA
|
||||||||||
Ten Largest Owned Tenants
|
323,903
|
84.6%
|
$2,789,856
|
67.7%
|
$8.61
|
|||||||||||||||
Remaining Owned Tenants(8)
|
50,057
|
13.1
|
1,330,030
|
32.3
|
26.57
|
|||||||||||||||
Vacant Owned Space
|
8,869
|
2.3
|
0
|
0.0
|
0.00
|
|||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
382,829
|
100.0%
|
$4,119,886
|
100.0%
|
$11.02
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Borrower owned space. Does not include non-owned tenants.
|
|
(3)
|
Kohl’s sales are estimates as of December 31, 2012. All other sales are estimates as of December 31, 2013.
|
|
(4)
|
Harris Teeter occupies 44,000 SF and subleases 4,800 SF (3,600 SF to Global Golf and 1,200 SF to Mann Travel). Harris Teeter Tenant Sales $ per SF are based on 44,000 SF.
|
|
(5)
|
Mattress Firm has 11,000 SF of total Tenant GLA consisting of two separate outparcels. The 6,500 SF outparcel ($29.50 base rent per SF) has a lease expiration date of September 30, 2016 and the 4,500 SF outparcel ($28.00 base rent per SF) has a lease expiration date of November 30, 2017.
|
|
(6)
|
The 6,500 SF Mattress Firm outparcel has 2, 5-year extension options and the 4,500 SF Mattress Firm outparcel has 1, 5-year extension option.
|
|
(7)
|
Kohl’s pad is ground leased to the tenant.
|
|
(8)
|
Includes two SF representing the Chili’s and Longhorn Steakhouse ground leases.
|
NORTHCROSS SHOPPING CENTER
|
Year Ending
December 31,
|
Expiring
Owned GLA(2)
|
% 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
|
|||||||
2014
|
5,144
|
1.3
|
1.3%
|
123,524
|
3.0
|
24.01
|
2
|
||||||||
2015
|
17,049
|
4.5
|
5.8%
|
343,756
|
8.3
|
20.16
|
6
|
||||||||
2016
|
24,760
|
6.5
|
12.3%
|
669,261
|
16.2
|
27.03
|
8
|
||||||||
2017
|
221,019
|
57.7
|
70.0%
|
2,279,299
|
55.3
|
10.31
|
12
|
||||||||
2018
|
18,204
|
4.8
|
74.8%
|
397,652
|
9.7
|
21.84
|
5
|
||||||||
2019
|
86,584
|
22.6
|
97.4%
|
270,142
|
6.6
|
3.12
|
1
|
||||||||
2020
|
0
|
0.0
|
97.4%
|
0
|
0.0
|
0.00
|
0
|
||||||||
2021
|
0
|
0.0
|
97.4%
|
0
|
0.0
|
0.00
|
0
|
||||||||
2022
|
0
|
0.0
|
97.4%
|
0
|
0.0
|
0.00
|
0
|
||||||||
2023
|
1,200
|
0.3
|
97.7%
|
36,252
|
0.9
|
30.21
|
1
|
||||||||
2024
|
0
|
0.0
|
97.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||
2025 & Thereafter
|
0
|
0.0
|
97.7%
|
0
|
0.0
|
0.00
|
0
|
||||||||
Vacant
|
8,869
|
2.3
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||
Total / Wtd. Avg.
|
382,829
|
100.0
|
% |
$4,119,886
|
100.0%
|
$11.02
|
35
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
|
(2)
|
Includes two SF representing the Chili’s and Longhorn Steakhouse ground leases.
|
2011
|
2012
|
2013
|
TTM 3/31/2014
|
|||||
Owned Space
|
98.0%
|
98.0%
|
99.0%
|
97.0%
|
|
(1)
|
As provided by the borrower and represents average occupancy 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 NorthCross Shopping Center Property:
|
2011
|
2012
|
2013
|
TTM 3/31/2014
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||
Base Rent
|
$3,895,969
|
$4,068,325
|
$4,094,151
|
$4,112,304
|
$4,119,886
|
$10.76
|
||||||
Overage Rent
|
0
|
0
|
3,828
|
3,828
|
5,260
|
0.01
|
||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
249,826
|
0.65
|
||||||
Total Rent
|
$3,895,969
|
$4,068,325
|
$4,097,979
|
$4,116,132
|
$4,374,973
|
$11.43
|
||||||
Total Reimbursables
|
922,508
|
1,045,533
|
1,026,127
|
1,055,785
|
1,020,061
|
2.66
|
||||||
Other Income
|
4,061
|
2,763
|
30,536
|
0
|
0
|
0.00
|
||||||
Vacancy & Credit Loss
|
0
|
(50,408)
|
(67,532)
|
(78,507)
|
(269,752)
|
(0.70)
|
||||||
Effective Gross Income
|
$4,822,538
|
$5,066,213
|
$5,087,110
|
$5,093,410
|
$5,125,282
|
$13.39
|
||||||
Total Operating Expenses
|
$1,245,802
|
$1,355,328
|
$1,236,081
|
$1,241,766
|
$1,323,278
|
$3.46
|
||||||
Net Operating Income
|
$3,576,736
|
$3,710,885
|
$3,851,030
|
$3,851,644
|
$3,802,004
|
$9.93
|
||||||
TI/LC
|
0
|
0
|
0
|
0
|
148,058
|
0.39
|
||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
44,436
|
0.12
|
||||||
Net Cash Flow
|
$3,576,736
|
$3,710,885
|
$3,851,030
|
$3,851,644
|
$3,609,509
|
$9.43
|
|
(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 April 16, 2014 rent roll with rent steps through August 31, 2015.
|
NORTHCROSS SHOPPING CENTER
|
n
|
Appraisal. According to the appraisal, the NorthCross Shopping Center Property had an “as-is” appraised value of $54,455,000 as of an effective date of May 1, 2014.
|
n
|
Environmental Matters. According to a Phase I environmental report, dated May 20, 2014, there are no recognized environmental conditions or recommendations for further action.
|
n
|
Market Overview and Competition. The NorthCross Shopping Center Property is a retail power center property located in Huntersville, North Carolina. The NorthCross Shopping Center Property is part of the North Charlotte retail submarket which has a vacancy rate of 6.6% as of second half of 2013. Primary competition for the NorthCross Shopping Center consists of a total of 530,979 SF of retail, which has 93.6% weighted average occupancy.
|
NorthCross Shopping Center
|
Market Square
Shopping Center |
Rosedale Shopping Center
|
Huntersville Square Shopping Center
|
NorthCross Village Shopping Center
|
||||||
Distance from Subject
|
-
|
3.1 miles S
|
3.0 miles S
|
2.3 miles S
|
0.1 miles E
|
|||||
Property Type
|
Shopping Center
|
Shopping Center
|
Shopping Center
|
Shopping Center
|
Shopping Center
|
|||||
Year Built
|
1995-1999
|
2000
|
1993
|
1986-1992 / 2001
|
2007-2009
|
|||||
Total GLA
|
382,289
|
75,374
|
119,197
|
90,000
|
246,408
|
|||||
Total Occupancy
|
98.2%
|
92%
|
98%
|
88%
|
94%
|
|||||
Anchors
|
Lowe’s, Harris Teeter, Kohl’s
|
Bi-Lo
|
Harris Teeter
|
Food Lion, H&R Block, Sprint
|
Marshall’s, Home Goods, Staples, Petco
|
|
(1)
|
Source: Appraisal.
|
n
|
The Borrower. The borrower is Northcross Land & Development, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the NorthCross Shopping Center Loan. Riprand Count Arco, an owner of the borrower, is the non-recourse carveout guarantor under the NorthCross Shopping Center Loan. Riprand Count Arco founded American Asset Corporation in 1986. American Asset Corporation’s portfolio contains 4.5 million SF of retail, office and industrial space valued at nearly $700 million.
|
n
|
Escrows. At origination, the borrower funded (i) an escrow reserve in the amount of $257,366 in respect of taxes and $28,614 in respect of insurance premiums, (ii) a deferred maintenance reserve in the amount of $73,379 for certain parking lot and roof repair and (iii) a capital expenditure reserve in the amount of $300,000.
|
NORTHCROSS SHOPPING CENTER
|
n
|
Lockbox and Cash Management. The NorthCross Shopping Center Loan requires a hard lockbox, which is already in place. 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 NorthCross Shopping Center Property and all other money received by the borrower or the property manager with respect to the NorthCross Shopping Center Property (other than tenant security deposits) be deposited into the lockbox account or a lender-controlled cash management account within one business day after receipt. On each business day, all amounts in the lockbox account are required to be swept to the cash management account. Provided that no NorthCross Shopping Center Trigger Period or event of default under the NorthCross Shopping Center Loan is continuing, on each business day all amounts on deposit in the cash management account in excess of the amounts required to be paid to or reserved with the lender on the next due date are required to be remitted to the borrower’s operating account.
|
NORTHCROSS SHOPPING CENTER
|
n
|
Property Management. The NorthCross Shopping Center Property is managed by American Asset Corporation pursuant to a management agreement. Under the loan documents, the NorthCross Shopping Center Property must remain managed by American Asset Corporation or any other 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 under the NorthCross Shopping Center Loan, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or 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), or if the property manager files for or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent, the lender has the right to replace or require the borrower to replace the property manager with a property manager selected by the lender.
|
n
|
Release of Collateral. To the extent that a Rollover Trigger Event relating to Lowe’s occurs, the borrower may voluntarily obtain the release of the portion of the NorthCross Shopping Center Property that is leased to Lowe’s from the lien of the loan documents, subject to the satisfaction of certain conditions set forth in the loan documents, including among others: (i) if such release occurs prior to the first due date following the second anniversary of the securitization Closing Date, (a) prepayment in an amount equal to 110% of the allocated loan amount for the released parcel and (b) payment of a yield maintenance premium of no less than 1% of the amount prepaid; (ii) if such release occurs on or after the first due date following the second anniversary of the securitization Closing Date, (a) defeasance in an amount equal to 110% of the allocated loan amount for the released parcel, and (b) after giving effect to the release, the debt yield as calculated under the loan agreement for the remaining portion of the NorthCross Shopping Center Property for the twelve-month period preceding the end of the most recent fiscal quarter is no less than the greater of (1) 9.55% and (2) the debt yield for the NorthCross Shopping Center Property for the twelve-month period preceding the end of the most recent fiscal quarter without giving effect to the release; and (iii) delivery of a REMIC opinion.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
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 NorthCross Shopping Center 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 will be required to carry terrorism insurance throughout the term of the NorthCross Shopping Center Loan as described in 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/rental loss insurance required under the loan documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, then the borrower will be required to purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, terrorism insurance may not have a deductible in excess of $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 NorthCross Shopping Center Property are separately allocated to the NorthCross Shopping Center Property and that the policy will provide the same protection as a separate policy. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
HILTON KNOXVILLE
|
HILTON KNOXVILLE
|
HILTON KNOXVILLE
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
MC-Five Mile
|
|||
Location (City/State)
|
Knoxville, Tennessee
|
Cut-off Date Principal Balance
|
$35,000,000
|
|||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$109,375.00
|
|||
Size (Rooms)
|
320
|
Percentage of Initial Pool Balance
|
2.8%
|
|||
Total TTM Occupancy as of 4/30/2014
|
76.0%
|
Number of Related Mortgage Loans
|
None
|
|||
Owned TTM Occupancy as of 4/30/2014
|
76.0%
|
Type of Security
|
Fee Simple
|
|||
Year Built / Latest Renovation
|
1981 / 2011-2013
|
Mortgage Rate
|
4.8500%
|
|||
Appraised Value
|
$46,900,000
|
Original Term to Maturity (Months)
|
120
|
|||
Original Amortization Term (Months)
|
360
|
|||||
Original Interest Only Period (Months)
|
30
|
|||||
Underwritten Revenues
|
$13,907,889
|
|||||
Underwritten Expenses
|
$9,708,276
|
|||||
Underwritten Net Operating Income (NOI)
|
$4,199,613
|
Escrows(3)
|
||||
Underwritten Net Cash Flow (NCF)(1)
|
$3,645,493
|
|||||
Cut-off Date LTV Ratio
|
74.6%
|
Upfront
|
Monthly
|
|||
Maturity Date LTV Ratio(2)
|
61.2%
|
Taxes
|
$215,074
|
$35,846
|
||
DSCR Based on Underwritten NOI / NCF
|
1.89x / 1.64x
|
Insurance
|
$28,796
|
$7,199
|
||
Debt Yield Based on Underwritten NOI / NCF
|
12.0% / 10.4%
|
Other(4)
|
$1,427,836
|
$0
|
Sources and Uses
|
|||||||||
Sources
|
$ | % |
Uses
|
$ | % | ||||
Loan Amount
|
$35,000,000
|
78.4
|
% |
Purchase Price(5)
|
$40,600,000
|
91.0
|
% | ||
Borrower Equity Contribution
|
8,275,394
|
18.5
|
Reserves
|
1,671,706
|
3.7
|
||||
Funded Prior to Close or Deferred Funding
|
1,344,262
|
3.1
|
Costs Incurred Prior to Close and Deferred Costs
|
1,344,262
|
3.0
|
||||
Closing Costs
|
1,003,688
|
2.3
|
|||||||
Total Sources
|
$44,619,656
|
100.0
|
% |
Total Uses
|
$44,619,656
|
100.0
|
% |
(1)
|
Underwritten Net Cash Flow includes $200,304 of income generated from 115 parking spaces which are leased from an adjacent garage, spa revenue and laundry revenue. The fully extended term of the parking lease runs through December 31, 2039, or approximately 15 years beyond the loan term.
|
|
(2)
|
The Maturity Date LTV Ratio is calculated utilizing the “as-stabilized” appraised value of $49,900,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value of $46,900,000, is 65.1%.
|
|
(3)
|
See “—Escrows” below.
|
|
(4)
|
Other reserves are comprised of (i) $1,057,826 which represents 110% of the cost to complete a PIP (Property Improvement Plan), a (ii) $100,000 seasonality reserve and (iii) a $270,010 deferred maintenance reserve. The seasonality reserve requires an additional deposit of $150,000 to be funded within 90 days following the origination date. The seasonality reserve can be drawn upon by the borrower for debt service and impounds in December and January. If drawn, the reserve will be replenished in the following month from any free cash flow from the property and will be capped at $250,000. Commencing on July 1, 2015, the borrower will be required to pay a monthly replacement FF&E deposit which is equal to the greater of (i) the monthly amount required to be reserved for FF&E under the franchise agreement and (ii) 1/12th of 4% of the revenues for the prior calendar year. Other reserves also include an ADA reserve fund, into which the borrower must deposit $115,000 within 3 months of the closing date unless a Satisfactory ADA Event occurred.
|
|
(5)
|
Per executed purchase and sale agreement.
|
n
|
The Mortgage Loan. The mortgage loan (the “Hilton Knoxville Loan”) is evidenced by a promissory note in the original principal amount of $35,000,000 and is secured by a first mortgage encumbering a 320-room hotel located in Knoxville, Tennessee (the “Hilton Knoxville Property”). The Hilton Knoxville Loan was originated by MC-Five Mile Commercial Mortgage Finance LLC on June 26, 2014 and represents approximately 2.8% of the Initial Pool Balance. The note evidencing the Hilton Knoxville Loan has a principal balance as of the Cut-off Date of $35,000,000 and an interest rate of 4.8500% per annum. The borrower utilized the proceeds of the Hilton Knoxville Loan to acquire the Hilton Knoxville Property.
|
HILTON KNOXVILLE
|
n
|
The Mortgaged Property. The Hilton Knoxville Property is a 320-room hotel located in Knoxville, Tennessee. The Hilton Knoxville Property was constructed in 1981 and underwent approximately $4,374,417 in renovations between 2011 and 2013. The Hilton Knoxville Property features a newly renovated Hilton Club Lounge, an outdoor pool, a fitness center, a business center, and 14,000 SF of meeting space. In addition, the Hilton Knoxville Property includes three food and beverage outlets, including the Market Café restaurant, the Orange Martini bar and lounge and a Starbucks.
|
Property
|
Meeting and Group
|
Leisure
|
Commercial
|
|||
Hilton Knoxville
|
40.0%
|
20.0%
|
40.0%
|
(1)
|
Source: Appraisal.
|
Property
|
Occupancy
|
ADR
|
RevPAR
|
|||
Hilton Knoxville
|
140.0%
|
107.1%
|
149.9%
|
(1)
|
Source: April 2014 travel research report.
|
2011
|
2012
|
2013
|
TTM 4/30/2014
|
|||||
Occupancy
|
73.7%
|
74.4%
|
75.8%
|
76.0%
|
||||
ADR
|
$112.22
|
$112.82
|
$114.63
|
$114.61
|
||||
RevPAR
|
$82.67
|
$83.93
|
$86.85
|
$87.12
|
(1)
|
As provided by the borrower.
|
HILTON KNOXVILLE
|
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, on an aggregate basis and per room, at the Hilton Knoxville Property:
|
2011
|
2012
|
2013
|
TTM 4/30/2014
|
Underwritten
|
Underwritten
$ per Room
|
||||||||||||
Rooms Revenue
|
$9,564,780
|
$9,737,343
|
$10,143,498
|
$ 10,176,199
|
$ 10,176,199
|
$ 31,801
|
|||||||||||
Food & Beverage Revenue
|
2,587,990
|
2,731,410
|
2,481,053
|
2,495,561
|
2,495,561
|
7,799
|
|||||||||||
Other Revenue(2)
|
794,556
|
1,229,645
|
1,228,130
|
1,236,129
|
1,236,129
|
3,863
|
|||||||||||
Total Revenue
|
$12,947,326
|
$13,698,398
|
$13,852,681
|
$ 13,907,889
|
$ 13,907,889
|
$ 43,462
|
|||||||||||
Room Expense
|
$2,171,744
|
$2,296,113
|
$2,319,165
|
$ 2,275,240
|
$ 2,279,469
|
$ 7,123
|
|||||||||||
Food & Beverage Expense
|
1,981,983
|
1,806,845
|
1,680,920
|
1,659,069
|
1,659,548
|
5,186
|
|||||||||||
Other Expense
|
713,417
|
894,584
|
937,072
|
963,859
|
963,859
|
3,012
|
|||||||||||
Total Departmental Expense
|
$4,867,144
|
$4,997,542
|
$4,937,157
|
$ 4,898,168
|
$ 4,902,876
|
$ 15,321
|
|||||||||||
Total Undistributed Expense
|
2,685,432
|
2,856,109
|
2,766,284
|
2,753,643
|
2,756,869
|
8,615
|
|||||||||||
Total Fixed Charges
|
1,666,214
|
1,792,006
|
1,901,415
|
1,919,944
|
2,048,531
|
6,402
|
|||||||||||
Total Operating Expenses
|
$9,218,790
|
$9,645,657
|
$9,604,856
|
$9,571,755
|
$9,708,276
|
$30,338
|
|||||||||||
Net Operating Income
|
$3,728,536
|
$4,052,741
|
$4,247,825
|
$ 4,336,134
|
$ 4,199,613
|
$ 13,124
|
|||||||||||
FF&E
|
517,893
|
547,936
|
554,107
|
556,316
|
554,120
|
1,732
|
|||||||||||
Net Cash Flow(3)
|
$3,210,643
|
$3,504,805
|
$3,693,718
|
$ 3,779,818
|
$ 3,645,493
|
$ 11,392
|
(1)
|
Certain items such as 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 flow.
|
||
(2)
|
Other revenue includes food outlet revenue, parking, vending commissions, laundry revenue, gift shop income and other miscellaneous revenue.
|
||
(3)
|
Underwritten net cash flow includes $200,304 of income generated from 115 parking spaces which are leased from an adjacent garage, spa revenue and laundry revenue. The fully extended term of the parking lease runs through December 31, 2039, or approximately 15 years beyond the loan term.
|
n
|
Appraisal. According to the appraisal, the Hilton Knoxville Property had an “as-is” appraised value of $46,900,000 as of June 2, 2014 and an “as-stabilized” value of $49,900,000 as of July 1, 2016.
|
n
|
Environmental Matters. According to a Phase I environmental report, dated May 23, 2014, asbestos and suspect asbestos were identified at the Hilton Knoxville Property. An asbestos operations & maintenance plan is in place as of loan closing.
|
n
|
Market Overview and Competition. The Hilton Knoxville Property is located on West Church Avenue in Downtown Knoxville. The Hilton Knoxville Property has an average occupancy of 76.0%, ADR of $114.61, and RevPAR of $87.12 as of the trailing twelve-month period ended April 30, 2014.
|
Property
|
Number of Rooms
|
Year Built
|
TTM 12/31/2013 Occupancy
|
TTM 12/31/2013
ADR
|
TTM 12/31/2013 RevPAR
|
|||||
Hilton Knoxville
|
320
|
1981
|
75.8%
|
$114.63
|
$86.85
|
|||||
Holiday Inn Knoxville Downtown Worlds Fair Park
|
286
|
1982
|
57.0%
|
$99.00
|
$56.43
|
|||||
Marriott Knoxville
|
378
|
1972
|
46.0%
|
$119.00
|
$54.74
|
|||||
Crowne Plaza Knoxville
|
197
|
1981
|
70.0%
|
$99.00
|
$69.30
|
(1)
|
Source: Appraisal, travel research report.
|
n
|
The Borrower. The borrower is Knoxville Hotel XXV Owner LLC, a single-purpose, single-asset entity formed solely for the purpose of owning and operating the Hilton Knoxville Property. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Hilton Knoxville Loan. Robert E. Buccini, Christopher F. Buccini, and David B. Pollin are the non-recourse carveout guarantors under the Hilton Knoxville Loan.
|
n
|
Escrows. At origination, a required repairs reserve of $270,010 was funded to address immediate repairs identified in the property condition report. In addition, within three months of the origination date, the borrower is required to deposit $115,000 into an Americans with Disabilities Act (“ADA”) reserve unless a Satisfactory ADA Event has occurred. A “Satisfactory ADA Event” shall occur when (i) a satisfactory ADA survey is obtained and confirms that the Hilton Knoxville Property is in compliance with the Americans with Disabilities Act of 1990 and (ii)
|
HILTON KNOXVILLE
|
|
all costs, if any, required to be paid by the borrower in connection with any work relating to the Hilton Knoxville Property’s compliance have been paid in full.
|
|
In addition, a $100,000 seasonality reserve was funded at closing. Within 90 days of closing, the borrower is required to deposit an additional seasonality reserve deposit required to satisfy the Minimum Seasonality Balance. The “Minimum Seasonality Balance” will be the lesser of (i) $250,000 and (ii) the Adjusted Minimum Seasonality Balance (as defined below). In the event that the amount of funds on deposit in the seasonality reserve account falls below the Minimum Seasonality Balance for any reason, the borrower is required to replenish the seasonality reserve account until the balance is equal to or greater than the Minimum Seasonality Balance. The “Adjusted Minimum Seasonality Balance” shall mean such amount that (factoring in all accrued and unpaid interest on the amount prepaid and any additional costs, if any, as a result of such prepayment) if used to prepay the loan would result in the debt service coverage ratio for each individual monthly period for 24 consecutive monthly periods immediately preceding the date of such determination to be greater than 1.25x. The borrower will be able to suspend deposits into the seasonality reserve account upon a Seasonality Reserve Suspension Trigger. A “Seasonality Reserve Suspension Trigger” will occur upon lender’s determination that the debt service coverage ratio for each individual monthly period for 24 consecutive monthly periods immediately preceding the date of such determination (which will occur no more often than quarterly) will be greater than 1.25x. The determination as to whether a Seasonality Reserve Suspension Trigger has occurred will be tested by lender upon written request from borrower (such request, together with any request to determine the Adjusted Minimum Seasonality Balance, not to be made more than one time in any calendar quarter).
|
|
On the due dates occurring in each December and January (the “Seasonality Disbursement Period”) during the term of the Hilton Knoxville Loan, lender is required, upon a request by borrower, to disburse (i) during a Trigger Period, to the cash management account funds on deposit in the seasonality reserve account in the amount so requested, or (ii) if a Trigger Period does not exist, to borrower funds on deposit in the seasonality reserve account in the amount so requested, in either case, provided that (A) any such request must be accompanied by an officer’s certificate from borrower certifying that the amount requested (1) represents the shortfall in net cash flow for such month necessary for payment of approved operating expenses and amounts required to be paid to lender under the loan agreement (such amounts “Qualifying Expenses”) and (2) shall be used for payment of Qualifying Expenses and (B) any such request must be made at least ten business days prior to the due date of each month during the Seasonality Disbursement Period.
|
|
Additionally, on each due date, the borrower is required to fund the following reserves with respect to the Hilton Knoxville Property: (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, (ii) 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 and (iii) an FF&E reserve equal to, beginning on the due date in July 2015, the greater of (i) one-twelfth of 4.0% of the revenues of the Hilton Knoxville Property for the previous twelve-month period or (ii) the monthly amount required to be reserved pursuant to the hotel franchise agreement for the replacement of FF&E.
|
n
|
Lockbox and Cash Management. The Hilton Knoxville Loan requires a hard lockbox and a springing cash management account. At any time during which a Trigger Period (as defined below) does not exist, the lockbox bank is required to be directed to transfer, in accordance with the terms of the lockbox agreement, any funds contained in the lockbox into an operating account of borrower selected by borrower in its sole discretion. While a Trigger Period is continuing, lockbox bank is required to be directed to transfer funds available in the lockbox account (in accordance with the terms of the lockbox agreement) to the cash management account at the frequency (not less than weekly) specified in the lockbox agreement, for the payment of taxes, insurance, debt service and replacement/FF&E reserves, among other things.
|
HILTON KNOXVILLE
|
n
|
Property Management. The Hilton Knoxville Property will be managed by Pollin/Miller Hospitality Strategies, Inc. Pollin/Miller Hospitality Strategies, Inc. is an affiliate of the non-recourse carveout guarantors. During the continuance of an event of default under the Hilton Knoxville Loan, or 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), or if the property manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the property manager’s assets or the property manager makes an assignment for the benefit of its creditors or is adjudicated insolvent, or if the franchise agreement is cancelled, the borrower, at the request of the lender, is required to replace such property manager in accordance with the management agreement and the loan documents. Subject to the terms of a consent and agreement of manager and subordination of management agreement, following a foreclosure on the Hilton Knoxville Property, the property manager has agreed to recognize any subsequent owner of the Hilton Knoxville Property as the “owner” under the management agreement.
|
n
|
Mezzanine or Secured Subordinate Indebtedness. Subordinate debt is permitted in the form of subordinated affiliate debt which includes subordinate unsecured loans from an affiliate of borrower to borrower that satisfy all of the following criteria: (I) such subordinate loan is subordinate in all respects to the Hilton Knoxville Loan, (II) payments under or with respect to any such subordinate loan will be made only from excess cash flow from the Hilton Knoxville Property and only for so long as no Trigger Period exists, (III) the holder of such subordinate loan must waive all rights to declare default and pursue remedies with respect to such subordinate loan while the Hilton Knoxville Loan is outstanding, (IV) the holder of such subordinate loan must not be permitted to petition for or otherwise institute proceedings under the bankruptcy code against borrower, (V) the holder of such subordinate loan must assign all of its voting rights as a creditor in any bankruptcy, insolvency or similar proceeding to lender in the event of and in connection with any bankruptcy or insolvency of borrower, (VI) such subordinate loan may not be modified (other than to a de minimis extent) without lender’s prior consent and (VII) unless waived in writing by lender or where the holder of the subordinate loan is the guarantor for the Hilton Knoxville Loan, the holder of such subordinate loan must enter into a subordination and standstill agreement in form and substance acceptable to lender in its sole discretion.
|
n
|
Terrorism Insurance. The borrower is required to maintain property, liability and business interruption insurance that includes coverage for losses due to any peril now or hereafter included within the classification of damage caused by war and the acts of terrorists, including nuclear, biological and/or chemical acts of terrorists, including both certified and non-certified acts of terrorists and foreign and domestic acts of terrorists. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
WELLS FARGO CENTER
|
WELLS FARGO CENTER
|
WELLS FARGO CENTER
|
WELLS FARGO CENTER
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
2
|
Loan Seller
|
RMF
|
|||
Location (City/State)
|
Jacksonville, FL
|
Cut-off Date Principal Balance
|
$35,000,000
|
|||
Property Type
|
Office and Parking Garage
|
Cut-off Date Principal Balance per SF(1)
|
$53.99
|
|||
Size (SF)(1)
|
Percentage of Initial Pool Balance
|
2.8%
|
||||
Total Occupancy as of 5/30/2014(1)
|
85.1%
|
Number of Related Mortgage Loans
|
None
|
|||
Owned Occupancy as of 5/30/2014(1)
|
Type of Security
|
Leasehold
|
||||
Year Built / Latest Renovation
|
Mortgage Rate
|
4.7830%
|
||||
Appraised Value
|
$52,510,000
|
Original Term to Maturity (Months)
|
120
|
|||
Original Amortization Term (Months)
|
360
|
|||||
Original Interest Only Period (Months)
|
48
|
|||||
Underwritten Revenues
|
$14,582,625
|
|||||
Underwritten Expenses
|
$9,195,408
|
Escrows(2)
|
||||
Underwritten Net Operating Income (NOI)
|
$5,387,217
|
Upfront
|
Monthly
|
|||
Underwritten Net Cash Flow (NCF)
|
$4,546,542
|
Taxes
|
$535,506
|
$102,001
|
||
Cut-off Date LTV Ratio
|
66.7%
|
Insurance
|
$0
|
$0
|
||
Maturity Date LTV Ratio
|
60.0%
|
Replacement Reserves
|
$1,446,275
|
$0
|
||
DSCR Based on Underwritten NOI / NCF
|
2.45x / 2.07x
|
TI/LC
|
$2,500,000
|
$0
|
||
Debt Yield Based on Underwritten NOI / NCF
|
15.4% / 13.0%
|
Other(3)
|
$35,000
|
$0
|
Sources and Uses
|
|||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||
Loan Amount
|
% |
$47,000,000
|
89.3
|
% | |||||
Principal’s New Cash Contribution
|
Reserves
|
4,516,781
|
8.6
|
||||||
Closing Costs
|
1,127,912
|
2.1
|
|||||||
Total Sources
|
$52,644,693
|
100.0
|
% |
Total Uses
|
$52,644,693
|
100.0
|
% |
(1)
|
Size, Total Occupancy and Owned Occupancy reflect only the office portion of the Wells Fargo Center Property and exclude parking at the Wells Fargo Tower Property and the Annex Parking Garage Property.
|
||
(2)
|
See “—Escrows” below.
|
||
(3)
|
Other reserves reflect a deferred maintenance reserve of $35,000.
|
n
|
The Mortgage Loan. The mortgage loan (the “Wells Fargo Center Loan”) is evidenced by a note in the original principal amount of $35,000,000 and is secured by a first mortgage encumbering the borrower’s leasehold interest in a central business district office tower and an adjacent nine-story parking garage (the “Wells Fargo Tower Property”) and a two-story parking garage (the “Annex Parking Garage Property” and, collectively with the Wells Fargo Tower Property, the “Wells Fargo Center Property”) located in Jacksonville, Florida. The Wells Fargo Center Loan was originated by Rialto Mortgage Finance, LLC on June 20, 2014. The Wells Fargo Center Loan has an outstanding principal balance as of the Cut-off Date of $35,000,000 which represents approximately 2.8% of the Initial Pool Balance, and accrues interest at an interest rate of 4.7830% per annum. The proceeds of the Wells Fargo Center Loan were primarily used to acquire the Wells Fargo Center Property.
|
n
|
The Mortgaged Properties. The Wells Fargo Center Property is comprised of two properties, the Wells Fargo Tower Property and the Annex Parking Garage Property. The Wells Fargo Tower Property is a 37-story Class A central business district office tower containing approximately 648,307 SF of office space, 390 subterranean parking spaces located below the tower and an adjacent nine-story parking garage containing 1,023 spaces located across the street from the tower. The Annex Parking Garage Property consists of a two-story parking garage with 561 spaces and is located diagonally across the intersection of Bay Street and State Route 90.
|
WELLS FARGO CENTER
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1) |
Tenant GLA
(SF)
|
% of GLA
|
UW Base
Rent
|
% of Total
UW Base
Rent
|
UW Base
Rent
$ per SF
|
Lease Expiration
|
Renewal / Extension Options
|
|||||||||||||
Internal Revenue Service
|
AAA/Aaa/AA+
|
110,064
|
17.0
|
% |
$2,487,670
|
20.5
|
% |
$22.60
|
11/2/2015
|
1, 5-year option
|
|||||||||||
Wells Fargo(2)
|
AA-/Aa3/A+
|
109,221
|
16.8
|
2,424,706
|
20.0
|
22.20
|
9/30/2024
|
3, 5-year options
|
|||||||||||||
Regency Centers Corporation
|
BBB/Baa3/BBB
|
60,015
|
9.3
|
1,500,375
|
12.3
|
25.00
|
6/30/2017
|
3, 5-year options
|
|||||||||||||
Foley & Lardner
|
NR/NR/NR
|
32,170
|
5.0
|
791,382
|
6.5
|
24.60
|
6/30/2022
|
2, 5-year options
|
|||||||||||||
Pajcic & Pajcic
|
NR/NR/NR
|
15,457
|
2.4
|
394,154
|
3.2
|
25.50
|
9/30/2018
|
1, 5-year option
|
|||||||||||||
Wells Fargo Advisors
|
NR/NR/NR
|
15,210
|
2.3
|
337,662
|
2.8
|
22.20
|
9/30/2024
|
3, 5-year options
|
|||||||||||||
KPMG LLP
|
NR/NR/NR
|
15,895
|
2.5
|
337,063
|
2.8
|
21.21
|
8/31/2015
|
2, 5-year options
|
|||||||||||||
UBS Financial Services Inc.
|
A/A2/A
|
14,146
|
2.2
|
332,431
|
2.7
|
23.50
|
10/31/2016
|
2, 5-year options
|
|||||||||||||
Deloitte & Touche USA LLP
|
NR/NR/NR
|
13,573
|
2.1
|
305,393
|
2.5
|
22.50
|
12/31/2015
|
None
|
|||||||||||||
The River Club
|
NR/NR/NR
|
29,045
|
4.5
|
304,973
|
2.5
|
10.50
|
3/11/2024
|
1, 10-year option
|
|||||||||||||
Ten Largest Tenants
|
414,796
|
64.0
|
% |
9,215,809
|
75.9
|
% |
$22.22
|
||||||||||||||
Remaining Tenants
|
136,673
|
21.1
|
2,934,057
|
24.1
|
21.47
|
||||||||||||||||
Vacant
|
96,838
|
14.9
|
0
|
0.0
|
0.00
|
||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
648,307
|
100.0
|
% |
12,149,866
|
100.0
|
% |
$22.03
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
||
(2)
|
Wells Fargo has a one-time right to reduce its leased premises on June 1, 2019 by a minimum of 7,500 SF and a maximum of approximately 15,896 SF with at least 270 days’ notice.
|
WELLS FARGO CENTER
|
Year Ending December 31,
|
Expiring Owned
GLA (SF)
|
% of Owned
GLA
|
Cumulative % of Owned GLA
|
UW
Base Rent
|
% of Total UW
Base Rent |
UW Base Rent
$ per SF |
# of Expiring Tenants
|
|||||||||||||
MTM
|
1,974
|
0.3
|
% |
0.3%
|
$23,078
|
0.2
|
% |
2
|
||||||||||||
2014
|
12,260
|
1.9
|
2.2%
|
319,062
|
2.6
|
26.02
|
3
|
|||||||||||||
2015
|
178,408
|
27.5
|
29.7%
|
4,037,671
|
33.2
|
22.63
|
11
|
|||||||||||||
2016
|
36,709
|
5.7
|
35.4%
|
870,890
|
7.2
|
23.72
|
5
|
|||||||||||||
2017
|
83,245
|
12.8
|
48.2%
|
2,033,968
|
16.7
|
24.43
|
5
|
|||||||||||||
2018
|
27,857
|
4.3
|
52.5%
|
657,174
|
5.4
|
23.59
|
6
|
|||||||||||||
2019
|
2,753
|
0.4
|
52.9%
|
60,566
|
0.5
|
22.00
|
1
|
|||||||||||||
2020
|
5,363
|
0.8
|
53.8%
|
117,418
|
1.0
|
21.89
|
2
|
|||||||||||||
2021
|
5,974
|
0.9
|
54.7%
|
140,389
|
1.2
|
23.50
|
1
|
|||||||||||||
2022
|
32,170
|
5.0
|
59.6%
|
791,382
|
6.5
|
24.60
|
1
|
|||||||||||||
2023
|
1,586
|
0.2
|
59.9%
|
30,927
|
0.3
|
19.50
|
1
|
|||||||||||||
2024
|
153,476
|
23.7
|
83.6%
|
3,067,341
|
25.2
|
19.99
|
3
|
|||||||||||||
9,694
|
1.5
|
85.1%
|
0
|
0.00
|
0
|
|||||||||||||||
Vacant
|
96,838
|
14.9
|
0
|
0.00
|
0
|
|||||||||||||||
Total / Wtd. Avg.
|
648,307
|
100.0
|
% |
$12,149,866
|
100.0
|
% |
41
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
||
(2)
|
Includes common areas including an auditorium and two conference rooms.
|
2011
|
2012
|
2013
|
As of 5/30/2014
|
|||||
Owned Space
|
82.4%
|
88.1%
|
87.8%
|
85.1%
|
(1)
|
As provided by the borrower which reflects average occupancy for the indicated year.
|
2011
|
2012
|
2013
|
TTM 3/31/2014
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$10,532,795
|
$11,211,357
|
$12,194,827
|
$12,260,915
|
$11,962,856
|
|||||||||||||
Contractual Rent Steps
|
||||||||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
2,088,339
|
3.22
|
||||||||||||
Total Rent
|
$10,532,795
|
$11,211,357
|
$12,194,827
|
$12,260,915
|
$14,238,205
|
|||||||||||||
Total Reimbursables
|
270,748
|
185,720
|
205,264
|
223,059
|
64,950
|
0.10
|
||||||||||||
Other Income(3)
|
551,545
|
509,873
|
521,832
|
515,360
|
444,381
|
0.69
|
||||||||||||
Less Vacancy & Credit Loss
|
(127,865
|
) |
(204,048
|
) |
(3,576
|
) |
(3,576
|
) |
(2,088,339
|
) |
(3.22
|
) | ||||||
Effective Gross Income
|
$12,541,586
|
$12,926,361
|
$14,228,230
|
$14,350,454
|
$14,582,625
|
|||||||||||||
Total Operating Expenses
|
$7,290,868
|
$7,417,071
|
$7,439,094
|
$7,432,142
|
$9,195,408
|
|||||||||||||
Net Operating Income
|
$5,250,718
|
$5,509,290
|
$6,789,136
|
$6,918,313
|
$5,387,217
|
|||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
680,250
|
1.05
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
160,425
|
0.25
|
||||||||||||
Net Cash Flow
|
$5,250,718
|
$5,509,290
|
$6,789,136
|
$6,918,313
|
$4,546,542
|
$7.01
|
(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 May 30, 2014 and rent steps through May 31, 2015, with the exclusion of the income from Atrium Cafe / Nu Diamond and Barnett Jewelers since these two tenants are currently delinquent.
|
||
(3)
|
Other Income includes overtime utility and sub-metered charges, antenna dish/telecommunications rental income, storage rent, and late fees.
|
WELLS FARGO CENTER
|
n
|
Appraisal. According to the appraisal, the Wells Fargo Center Property had an “as-is” appraised value of $52,510,000 as of an effective date of May 1, 2014.
|
n
|
Environmental Matters. According to a Phase I environmental report, dated May 6, 2014, there are no recommendations for further action at the Wells Fargo Center Property other than a recommendation for an asbestos operations and maintenance (O&M) plan, which is already in place.
|
n
|
Market Overview and Competition. The Wells Fargo Tower Property is located on the block between Main Street and South Laura Street and West Bay Street and Independent Drive within the central business district of Jacksonville, Florida within the Jacksonville combined statistical area (the “Jacksonville CBSA”). Jacksonville is situated along the banks of the St. John’s River and borders the Atlantic Ocean on the eastern side. According to a market research report, the estimated 2014 population of the Jacksonville CBSA is 1.4 million with an unemployment rate of 5.6% as of April 2014. The Jacksonville CBSA includes a growing number of industry clusters, particularly aviation, financial services, biomedicine, and logistics. According to a market research report, there were announcements of 3,766 new jobs to the Jacksonville market in 2013 with a total capital investment of over $468 million in the form of expansions and new construction. The Wells Fargo Center Property is located adjacent to Jacksonville Landing (a 126,000 SF shopping, dining, nightly entertainment and historic museum complex), the courthouse, several hotels and many Class A and B multi-tenanted high- and mid-rise office buildings. Several high-rise offices are located in the immediate vicinity of the Wells Fargo Center Property, including the Bank of America Tower, SunTrust Tower, BB&T Tower, and One Enterprise Tower.
|
Wells Fargo Center
|
EverBank
Center |
Bank of
America |
St. Joe
Building |
One Enterprise Tower
|
DuPont Center
2 |
SunTrust
Building |
||||||||
Year Built
|
1975
|
1983
|
1990
|
1963
|
1985
|
1916
|
1989
|
|||||||
Total GLA
|
648,307
|
1,000,000
|
724,852
|
135,286
|
317,577
|
80,000
|
383,239
|
|||||||
Total Occupancy
|
85.1%(2)
|
65%
|
70%
|
100%
|
35%
|
82%
|
63%
|
|||||||
Quoted Rent Rate PSF
|
NA
|
$15.00-$22.00
|
$20.00-$24.00
|
$19.00-$22.00
|
$19.50-$22.50
|
$15.00-$20.00
|
$16.00-$22.00
|
|||||||
Expense Basis
|
Full Service
|
Full Service
|
Full Service
|
Full Service
|
Full Service
|
Full Service
|
Full Service
|
(1)
|
Source: Appraisal.
|
||
(2)
|
Per the rent roll dated May 30, 2014.
|
n
|
The Borrower. The borrower is WFC Lessee LLC, a single-purpose, single-asset entity. The non-recourse carveout guarantor is Rodolfo Touzet. Mr. Touzet is the founder of Banyan Street Capital, LLC (“Banyan”), a private equity firm specializing in the ownership and management of office buildings in the Southeast. Banyan, founded in 2007, provides capital assistance in direct equity investments, restructuring of capital, and working capital investments. Banyan has over $10 billion of portfolio management and transactional experience. During the past 15 years, the principals of Banyan have overseen the acquisition of more than 24.0 million SF of office space with costs in excess of $3.0 billion. For additional information regarding the non-recourse carveout guarantor, see “Description of the Mortgage Pool—Default History, Bankruptcy Issues and Other Proceedings” in the Prospectus Supplement.
|
WELLS FARGO CENTER
|
n
|
Escrows. On the origination date, the borrower funded aggregate reserves of $4,516,781 with respect to the Wells Fargo Center Loan, comprised of (i) $535,506 for real estate taxes, (ii) $1,446,275 for replacement reserves, (iii) $2,500,000 for future tenant improvement and leasing commissions, and (iv) $35,000 for immediate repairs.
|
|
On each due date, the borrower is required to fund the following reserves with respect to the Wells Fargo Center Loan: (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; (ii) a TI/LC reserve in an amount equal to $59,428 if the existing balance in the TI/LC reserve account falls below $2,000,000, until such time that the balance in the TI/LC reserve account is greater than $2,500,000; (iii) 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 12-month period, which is waived as long as an acceptable blanket insurance policy is in place and the borrower pays the insurance premiums on a timely basis and delivers evidence of payment to the lender; and (iv) on and after the due date occurring in July 2017 a replacement reserve in an amount equal to $13,369.
|
n
|
Lockbox and Cash Management. The Wells Fargo Center Loan requires a hard lockbox, which is already in place, with springing cash management. The loan documents require the borrower to cause all rents to be paid directly to a lender controlled lockbox account and that all rents and other amounts received by the borrower be deposited into the lockbox account within three business days of receipt. During the continuance of a Cash Management Trigger Event (as defined below), 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 Wells Fargo Center Loan during a Cash Sweep Event (as defined below) or disbursed to the borrower during the absence of a Cash Sweep Event.
|
WELLS FARGO CENTER
|
n
|
Property Management. The Wells Fargo Tower Property is currently managed by BSC Realty Services, LLC, an affiliate of the borrower, pursuant to a management agreement. The property manager for the Annex Parking Garage Property as well as the nine-story parking garage that is part of the Wells Fargo Tower Property is managed by LPS USA, Inc., a third party manager. Under the loan documents, the Wells Fargo Tower 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 require the borrower to replace the property manager or parking manager (i) during the continuance of an event of default under the Wells Fargo Center Loan, (ii) during the continuance of a default by the applicable property manager under the applicable management agreement after the expiration of any applicable cure period, (iii) if the applicable property manager files or is the subject of a petition in bankruptcy, or (iv) if the applicable property manager has engaged in gross negligence, fraud, willful misconduct or misappropriation of funds.
|
n
|
Ground Lease. The collateral for the Wells Fargo Center Loan consists of the borrower’s leasehold interest in (i) a ground lease for the Wells Fargo Tower Property (the “Wells Fargo Tower Ground Lease”), and (ii) a ground lease for the Annex Parking Garage Property (the “Annex Garage Ground Lease”, and collectively with the Wells Fargo Tower Ground Lease, the “Wells Fargo Ground Leases”), each between the borrower and Allegiance Jacksonville LLC (the “Fee Owner”), an entity sponsored by Allegiance Investment Advisors, LLC (“Allegiance”), and each dated June 20, 2014. Allegiance is controlled by Dean Britton who has a 55% controlling interest in the Fee Owner. While Banyan and Allegiance are not affiliated with each other, the 90% owner of the borrower, REUS WF Jax Lessee LLC, an entity sponsored by Independencia Holdings, LLC, also has a 45% ownership interest in the Fee Owner. Each of the Wells Fargo Ground Leases is for a term of 99 years, and expires on June 19, 2113 with no extension options. The base rent under the Wells Fargo Tower Ground Lease is $1,603,875 with 2.0% annual increases, and the base rent under the Annex Garage Ground Lease is $76,125 with 2.0% annual increases.
|
n
|
Mezzanine or Subordinate Indebtedness. Not permitted.
|
n
|
Terrorism Insurance. The borrower is required to maintain terrorism insurance for certified and noncertified acts (as those terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Wells Fargo Center 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 Wells Fargo 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.
|
n
|
Partial Release. The borrower has the right to obtain the release of the Annex Parking Garage Property from the lien of the Wells Fargo Center Loan at any time after the second anniversary of the securitization Closing Date provided, among other requirements as described in the loan documents: (i) the borrower makes a partial defeasance of the Wells Fargo Center Loan in the amount of $1,856,250; and (ii) after giving effect to such release, (A) the debt service coverage ratio based on the trailing twelve month period would be no less than 1.30x, (provided that, the borrower may defease a larger portion of the Wells Fargo Center Loan in order to meet this requirement) and (B) the LTV ratio would not be greater than 75%.
|
DOLCE LIVING ROSENBERG
|
DOLCE LIVING ROSENBERG
|
DOLCE LIVING ROSENBERG
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
MC-Five Mile
|
||||||||||
Location (City/State)
|
Rosenberg, Texas
|
Cut-off Date Principal Balance
|
$33,000,000
|
||||||||||
Property Type
|
Multifamily
|
Cut-off Date Principal Balance per Unit
|
$101,851.85
|
||||||||||
Size (Units)
|
324
|
Percentage of Initial Pool Balance
|
2.7%
|
||||||||||
Total Occupancy as of 7/7/2014
|
83.6%
|
Number of Related Mortgage Loans
|
None
|
||||||||||
Owned Occupancy as of 7/7/2014
|
83.6%
|
Type of Security
|
Fee Simple
|
||||||||||
Year Built / Latest Renovation
|
2012, 2014 / NAP
|
Mortgage Rate
|
4.6850%
|
||||||||||
Appraised Value
|
$46,680,000
|
Original Term to Maturity (Months)
|
120
|
||||||||||
Original Amortization Term (Months)
|
360
|
||||||||||||
Original Interest Only Period (Months)
|
60
|
||||||||||||
Underwritten Revenues
|
$4,726,981
|
||||||||||||
Underwritten Expenses
|
$2,122,457
|
Escrows
|
|||||||||||
Underwritten Net Operating Income (NOI)
|
$2,604,524
|
Upfront
|
Monthly
|
||||||||||
Underwritten Net Cash Flow (NCF)
|
$2,523,524
|
Taxes
|
$462,657
|
$77,109
|
|||||||||
Cut-off Date LTV Ratio
|
70.7%
|
Insurance
|
$38,742
|
$12,914
|
|||||||||
Maturity Date LTV Ratio(1)
|
64.2%
|
Replacement Reserves
|
$0
|
$6,750
|
|||||||||
DSCR Based on Underwritten NOI / NCF
|
1.27x / 1.23x
|
Debt Service
|
$459,811
|
$0
|
|||||||||
Debt Yield Based on Underwritten NOI / NCF
|
7.9% / 7.6%
|
Other(2)
|
$5,925,000
|
$0
|
Sources and Uses | |||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
Loan Amount
|
$33,000,000
|
100.0%
|
Loan Payoff
|
$18,922,622
|
57.3%
|
Reserves
|
6,886,210
|
20.9
|
|||
Principal Equity Distribution
|
6,181,622
|
18.7
|
|||
Closing Costs
|
1,009,547
|
3.1
|
|||
Total Sources
|
$33,000,000
|
100.0%
|
Total Uses
|
$33,000,000
|
100.0%
|
|
(1)
|
The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $47,220,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value of $46,680,000, is 64.9%. See “—Appraisal” below.
|
|
(2)
|
Other reserves include a (i) debt yield holdback reserve of $4,500,000 to be released subject to, among other conditions, the property achieving an NCF debt yield of 8.0% based on an annualized trailing six month cashflow and (ii) outstanding work reserve of $1,425,000 to be released subject to completion of outstanding construction remaining at origination. See “—Escrows” below.
|
n
|
The Mortgage Loan. The mortgage loan (the “Dolce Living Rosenberg Loan”) is evidenced by a note in the original principal amount of $33,000,000 and is secured by a first mortgage encumbering the borrower’s fee interest in a 324-unit multifamily complex located in Rosenberg, Texas (the “Dolce Living Rosenberg Property”). The Dolce Living Rosenberg Loan was originated by MC-Five Mile Commercial Mortgage Finance LLC on June 13, 2014. The Dolce Living Rosenberg Loan has an outstanding principal balance as of the Cut-off Date of $33,000,000 which represents approximately 2.7% of the Initial Pool Balance, and accrues interest at an interest rate of 4.6850% per annum. The proceeds of the Dolce Living Rosenberg Loan were used to refinance the existing debt on the Dolce Living Rosenberg Property.
|
n
|
The Mortgaged Property. The Dolce Living Rosenberg Property is a 324-unit multifamily complex located in Rosenberg, Texas, approximately 25 miles southwest of downtown Houston. The Dolce Living Rosenberg Property was built in two phases in 2012 and 2014. The improvements are situated on a 14.06 acre parcel and consist of 20 primarily three-story residential buildings which offer studio, one, two, and three bedroom floorplans which range in size from 549 SF to 1,467 SF. The property offers amenities including an outdoor pool, covered cabana with gas grills, Wi-Fi café, indoor basketball half-court, fitness center, yoga and aerobics room, video game room, billiards lounge, a dog park, and a business center. Apartment unit amenities include granite countertops, custom cabinets, kitchen islands, stainless steel appliances, full size washer and dryer, storage on patio/balcony on all units except studios, and attached garages for approximately 85% of the units.
|
DOLCE LIVING ROSENBERG
|
Unit Type
|
Occupied Units
|
Vacant
Units |
Total
Units |
% of Total
Units |
Average SF
per Unit |
Market
Rent/Unit per month (1) |
Actual Rent/Unit per
month |
Average UW Rent/Unit per
month
|
Underwritten Rent
|
||||||||||
Studio
|
27
|
5
|
32
|
9.9
|
% |
549
|
$796
|
$805
|
$796
|
$305,683
|
|||||||||
1BR/1BA
|
137
|
19
|
156
|
48.1
|
837
|
1,051
|
1,052
|
1,051
|
1,968,360
|
||||||||||
2BR/2BA
|
80
|
24
|
104
|
32.1
|
1,193
|
1,439
|
1,439
|
1,439
|
1,795,440
|
||||||||||
3BR/2BA
|
27
|
5
|
32
|
9.9
|
1,429
|
1,613
|
1,675
|
1,613
|
619,200
|
||||||||||
Total / Wtd. Avg.
|
271
|
53
|
324
|
100.0
|
% |
$1,206
|
$1,213
|
$1,206
|
$4,688,683
|
2013
|
As of 7/7/2014
|
|||
Owned Space
|
50.9%
|
83.6%
|
|
(1)
|
As provided by the borrower and represents occupied units. This number does not include units that are leased but not yet occupied. Including leased but not yet occupied units would result in occupancy of 96.3%.
|
n
|
Operating History and Underwritten Net Cash Flow. The Dolce Living Rosenberg Property was constructed in two phases, both of which are collateral for the Dolce Living Rosenberg Loan. Additional phases are not planned. Phase I was completed in 2012 and consists of 156 units that were 93.6% occupied and 98.1% leased as of July 7, 2014. Phase II was completed in July 2014 and consists of 168 units that were 74.4% occupied and 94.6% leased (including units that are leased but not occupied) as of July 7, 2014. In the aggregate, the Dolce Living Rosenberg Property’s 324 units were 83.6% occupied and 96.3% leased as of July 7, 2014. Underwritten Net Cash Flow for the Dolce Living Rosenberg Property reflects a 6.8% vacancy and in-place leases with above-market rents adjusted down to the appraiser’s concluded market rents on a unit-by-unit basis. The Dolce Living Rosenberg Loan is structured with a $4,500,000 debt yield holdback reserve to be released to the borrower upon the Dolce Living Rosenberg Property achieving an NCF debt yield of 8.0% based on an annualized trailing six month cashflow and the satisfaction of certain other conditions.
|
DOLCE LIVING ROSENBERG
|
2014 Proforma
|
Underwritten
|
Underwritten
$ per Unit
|
||||
Base Rent(1)
|
$4,366,937
|
$4,370,581
|
$13,489
|
|||
Gross Up Vacancy
|
306,413
|
318,102
|
982
|
|||
Gross Potential Rent
|
$4,673,350
|
$4,688,683
|
$14,471
|
|||
Vacancy, Credit Loss & Concessions
|
(306,413)
|
(318,102)
|
(982)
|
|||
Total Rent Revenue
|
$4,366,937
|
$4,370,581
|
$13,489
|
|||
Other Revenue(2)
|
369,217
|
356,400
|
1,100
|
|||
Effective Gross Income
|
$4,736,154
|
$4,726,981
|
$14,589
|
|||
Real Estate Taxes
|
714,252
|
898,363
|
2,773
|
|||
Insurance
|
71,997
|
150,555
|
465
|
|||
Management Fee
|
145,900
|
189,079
|
584
|
|||
Other Operating Expenses
|
756,047
|
884,460
|
2,730
|
|||
Total Operating Expenses
|
$1,688,196
|
$2,122,457
|
$6,551
|
|||
Net Operating Income
|
$3,047,958
|
$2,604,524
|
$8,039
|
|||
Replacement Reserves
|
0
|
81,000
|
250
|
|||
Net Cash Flow
|
$3,047,958
|
$2,523,524
|
$7,789
|
|
(1)
|
Base Rent was underwritten to actual quoted rents and marked down to the appraiser’s concluded market rent for Studio and 3BR units.
|
|
(2)
|
Other Revenue includes lease cancellation fees, application fees, keys & locks, late fees, NSF charges, clubhouse rental, parking, cable TV, laundry income, telephone, utility reimbursements, cleaning/damage fees and other miscellaneous charges.
|
n
|
Appraisal. According to the appraisal, the Dolce Living Rosenberg Property had an “as-is” appraised value of $46,680,000 as of an effective date of May 29, 2014 and is expected to have an “as stabilized” appraised value of $47,220,000 as of an effective date of October 29, 2014.
|
n
|
Environmental Matters. Based on a Phase I environmental report dated April 11, 2014, there is no evidence of recognized environmental conditions (RECs) in connection with the Dolce Living Rosenberg Property and no further investigation is recommended.
|
n
|
Market Overview and Competition. The Dolce Living Rosenberg Property is located in Rosenberg, Texas which is part of Fort Bend County and is approximately 2.5 miles west of Sugar Land and 25 miles southwest of the Houston central business district. Houston’s economy has benefited from the expanding energy sector, as well as recent growth in the health care, trade, distribution, high technology, and biotechnology segments. Fort Bend County is the fastest growing county within the Houston metro area (US Census 2010). Since 2010, the county’s population has grown 7.2% to 625,000. As of 2010, the total population of Rosenberg was 30,618, a 27.35% increase from 2000.
|
DOLCE LIVING ROSENBERG
|
Dolce Living
Rosenberg |
The Waterford at
Summer Park |
3101 Place
|
Avana Brazos Ranch
|
The Reserve At River
Park West |
||||||
Location
|
Rosenberg
|
Rosenberg
|
Rosenberg
|
Rosenberg
|
Richmond
|
|||||
Year Built
|
2012,2014
|
2013
|
2002
|
2007
|
2005
|
|||||
Occupancy
|
83.6%
|
98.0%
|
92.0%
|
97.0%
|
97.0%
|
|||||
No. of Units
|
324
|
196
|
200
|
308
|
288
|
|||||
Distance
|
0.0
|
0.1 miles
|
1.4 miles
|
1.5 miles
|
3.5 miles
|
The Villas at River Park West
|
||||||
Location
|
Richmond
|
|||||
Year Built
|
2007
|
|||||
Occupancy
|
97.0%
|
|||||
No. of Units
|
252
|
|||||
Distance
|
3.5 miles
|
n
|
The Borrower. The borrower is Dolce Living Rosenberg, LLC, a single-purpose, single-asset entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Dolce Living Rosenberg Loan. The non-recourse carveout guarantor under the Dolce Living Rosenberg Loan is Ruslan Krivoruchko.
|
n
|
Escrows. On the origination date, the borrower funded aggregate reserves of $6,886,210 with respect to the Dolce Living Rosenberg Loan, comprised of (i) $4,500,000 as a debt yield holdback reserve; (ii) $1,425,000 as an outstanding work reserve; (iii) $459,811 as a payment reserve fund; (iv) $462,657 as an initial tax escrow deposit; and (v) $38,742 as an initial insurance escrow deposit.
|
DOLCE LIVING ROSENBERG
|
n
|
Lockbox and Cash Management. The Dolce Living Rosenberg Loan is structured with a soft lockbox and springing cash management. The loan documents require the borrower to set up a lockbox account for the sole and exclusive benefit of the lender into which the borrower is required to deposit or cause to be deposited all revenue generated by the Dolce Living Rosenberg Property. The loan documents also require that the funds on deposit in the lockbox account be transferred on each business day to the borrower unless a Trigger Period (as defined below) exists, in which case the funds are required to be transferred on each business day to the cash management account under the control of the lender. On each due date during the continuance of a Trigger Period, the loan documents require that all amounts on deposit in the cash management account, after payment of debt service and funding of required monthly reserves for budgeted operating expenses, real estate taxes, insurance premiums and replacement reserves be reserved with the lender and held as additional collateral for the Dolce Living Rosenberg Loan. During the continuance of an event of default under the Dolce Living Rosenberg Loan, the lender may apply any funds in the cash management account to amounts payable under the Dolce Living Rosenberg Loan and/or toward the payment of expenses of the Dolce Living Rosenberg Property, in such order of priority as the lender may determine.
|
n
|
Property Management. The Dolce Living Rosenberg Property is currently managed by Pace Realty Corporation, a third-party operator, pursuant to a management agreement. The loan documents provide that the borrower may not, without lender’s prior consent (i) surrender, terminate or cancel the management agreement; provided, that the borrower may replace the manager so long as the replacement manager is a qualified manager pursuant to a replacement management agreement; (ii) reduce or consent to the reduction of the term of the management agreement; (iii) increase or consent to the increase of the amount of any charges under the management agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the management agreement in any material respect.
|
n
|
Mezzanine or Subordinate Indebtedness. Not Permitted.
|
n
|
Terrorism Insurance. The borrower is required to maintain property, liability and business interruption insurance that includes coverage for losses due to any peril now or hereafter included within the classification of damage caused by war and the acts of terrorists, including nuclear, biological and/or chemical acts of terrorists, including both certified and non-certified acts of terrorists and foreign and domestic acts of terrorists. See “Risk Factors—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Prospectus Supplement.
|
CENTRE PROPERTIES PORTFOLIO |
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties(1)
|
4
|
Loan Seller
|
CGMRC
|
|||
Location (City/State)
|
Various, Indiana
|
Cut-off Date Principal Balance
|
$31,750,000
|
|||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$171.17
|
|||
Size (SF)
|
185,489
|
Percentage of Initial Pool Balance
|
2.6%
|
|||
Total Occupancy as of 5/1/2014
|
92.9%
|
Number of Related Mortgage Loans
|
None
|
|||
Owned Occupancy as of 5/1/2014
|
92.9%
|
Type of Security
|
Fee Simple
|
|||
Year Built / Latest Renovation
|
See Table Below
|
Mortgage Rate
|
4.8400%
|
|||
Appraised Value
|
$42,380,000
|
Original Term to Maturity (Months)
|
120
|
|||
Original Amortization Term (Months)
|
360
|
|||||
Original Interest Only Period (Months)
|
48
|
|||||
Borrower Sponsor(2)
|
Craig W. Johnson and
James F. Singleton
|
|||||
Underwritten Revenues
|
$3,885,919
|
|||||
Underwritten Expenses
|
$806,709
|
Escrows
|
||||
Underwritten Net Operating Income (NOI)
|
$3,079,210
|
Upfront
|
Monthly
|
|||
Underwritten Net Cash Flow (NCF)
|
$2,905,586
|
Taxes
|
$65,265
|
$32,632
|
||
Cut-off Date LTV Ratio
|
74.9%
|
Insurance
|
$17,258
|
$2,465
|
||
Maturity Date LTV Ratio
|
67.5%
|
Replacement Reserves(3)
|
$0
|
$2,319
|
||
DSCR Based on Underwritten NOI / NCF
|
1.53x / 1.45x
|
TI/LC
|
$0
|
$11,593
|
||
Debt Yield Based on Underwritten NOI / NCF
|
9.7% / 9.2%
|
Other(4)
|
$205,745
|
$0
|
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||
Loan Amount
|
$31,750,000
|
99.7
|
% |
Loan Payoff
|
$30,997,237
|
97.4
|
% | |||
Other Sources
|
90,000
|
0.3
|
Closing Costs
|
453,526
|
1.4
|
|||||
Reserves
|
288,268
|
0.9
|
||||||||
Principal Equity Distribution
|
100,968
|
0.3
|
||||||||
Total Sources
|
$31,840,000
|
100.0
|
% |
Total Uses
|
$31,840,000
|
100.0
|
% |
|
(1)
|
Borrower is permitted to obtain the release of up to three mortgaged properties in accordance with the terms of the loan documents.
|
|
(2)
|
Craig W. Johnson and James F. Singleton are the guarantors of the non-recourse carveouts under the Centre Properties Portfolio loan.
|
|
(3)
|
The replacement reserve is subject to a cap of $111,292.
|
|
(4)
|
The borrowers deposited $106,538 for deferred maintenance and $99,207 for unfunded landlord obligations relating to outstanding tenant improvements.
|
Property Name
|
City
|
State
|
Total
GLA |
Occupancy(1)
|
Allocated
Cut-off Date Loan Amount |
% of
Allocated Cut-off Date Loan Amount |
Year Built / Renovated
|
Appraised Value
|
UW NCF
|
|||||||||||||||
Greendale
|
Greenwood
|
IN
|
102,745
|
98.8%
|
$17,500,000
|
55.1
|
% |
1975 / 2010
|
$22,800,000
|
$1,663,243
|
||||||||||||||
Castleton
|
Indianapolis
|
IN
|
33,220
|
83.0%
|
6,850,000
|
21.6
|
1975 / 2010
|
9,170,000
|
582,490
|
|||||||||||||||
Centre West Shops
|
Indianapolis
|
IN
|
36,524
|
82.5%
|
5,438,040
|
17.1
|
2008 / NAP
|
7,650,000
|
458,640
|
|||||||||||||||
Centre West Interstate Shops
|
Indianapolis
|
IN
|
13,000
|
100.0%
|
1,961,960
|
6.2
|
2008 / NAP
|
2,760,000
|
201,212
|
|||||||||||||||
Total / Wtd. Avg.
|
185,489
|
92.9%
|
$31,750,000
|
100.0
|
% |
$42,380,000
|
$2,905,586
|
|
(1)
|
Occupancy is as of May 1, 2014.
|
CENTRE PROPERTIES PORTFOLIO |
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 |
|||||||||||||||
Bed Bath & Beyond
|
NR / NR / BBB+
|
33,208
|
17.9
|
% |
415,100
|
13.1
|
% |
12.50
|
1/31/2016
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||
DSW Shoe Warehouse, Inc.
|
NR / NR / NR
|
23,876
|
12.9
|
348,000
|
11.0
|
% |
14.58
|
1/31/2016
|
$146
|
12.4%
|
3, 5-year options
|
||||||||||||||
Shoe Carnival
|
NR / NR / NR
|
10,000
|
5.4
|
155,000
|
4.9
|
% |
15.50
|
5/31/2018
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||
Beauty Brands
|
NR / NR / NR
|
6,380
|
3.4
|
150,568
|
4.8
|
% |
23.60
|
12/31/2014
|
NA
|
NA
|
1, 2-year option
|
||||||||||||||
Regency(3)
|
NR / NR / NR
|
6,000
|
3.2
|
132,000
|
4.2
|
% |
22.00
|
5/31/2020
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||
Casual Male
|
NR / NR / NR
|
8,052
|
4.3
|
128,832
|
4.1
|
% |
16.00
|
9/30/2023
|
NA
|
NA
|
3, 5-year options
|
||||||||||||||
Lane Bryant(4)
|
NR / NR / NR
|
5,050
|
2.7
|
116,148
|
3.7
|
% |
23.00
|
1/31/2023
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||
Panera Bread
|
NR / NR / NR
|
4,266
|
2.3
|
113,556
|
3.6
|
% |
26.62
|
8/25/2016
|
$575
|
5.2%
|
1, 5-year option
|
||||||||||||||
Dollar Tree Stores #1376
|
NR / NR / NR
|
10,601
|
5.7
|
113,400
|
3.6
|
% |
10.70
|
1/31/2015
|
NA
|
NA
|
3, 5-year options
|
||||||||||||||
Reis-Nichols
|
NR / NR / NR
|
4,681
|
2.5
|
112,344
|
3.5
|
% |
24.00
|
9/30/2016
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||
Ten Largest Owned Tenants
|
112,114
|
60.4
|
% |
$1,784,948
|
56.4
|
% |
$15.92
|
||||||||||||||||||
Remaining Owned Tenants
|
60,140
|
32.4
|
1,382,263
|
43.6
|
22.98
|
||||||||||||||||||||
Vacant Spaces (Owned Space)
|
13,235
|
7.1
|
0
|
0.0
|
0.00
|
||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
185,489
|
100.0
|
% |
$3,167,211
|
100.0
|
% |
$18.39
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Sales and Occupancy Cost are as of 12/31/2013.
|
|
(3)
|
Regency has a one-time option to terminate its lease effective May 31, 2015 with 6 months’ notice.
|
|
(4)
|
Lane Bryant has a one-time option to terminate its lease effective January 31, 2018 with 60 days’ notice if sales are less than $1,300,000 during 2017.
|
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 Suites
|
||||||||||||||
2014
|
6,380
|
3.4
|
% |
3.4%
|
$150,568
|
4.8
|
% |
$23.60
|
1
|
||||||||||||
2015
|
24,461
|
13.2
|
16.6%
|
406,560
|
12.8
|
16.62
|
6
|
||||||||||||||
2016
|
75,365
|
40.6
|
57.3%
|
1,198,275
|
37.8
|
15.90
|
9
|
||||||||||||||
2017
|
7,040
|
3.8
|
61.1%
|
149,200
|
4.7
|
21.19
|
3
|
||||||||||||||
2018
|
15,799
|
8.5
|
69.6%
|
305,935
|
9.7
|
19.36
|
5
|
||||||||||||||
2019
|
10,887
|
5.9
|
75.4%
|
257,463
|
8.1
|
23.65
|
6
|
||||||||||||||
2020
|
6,000
|
3.2
|
78.7%
|
165,700
|
5.2
|
27.62
|
3
|
||||||||||||||
2021
|
4,500
|
2.4
|
81.1%
|
81,000
|
2.6
|
18.00
|
1
|
||||||||||||||
2022
|
5,280
|
2.8
|
83.9%
|
116,370
|
3.7
|
22.04
|
2
|
||||||||||||||
2023
|
16,542
|
8.9
|
92.9%
|
336,140
|
10.6
|
20.32
|
3
|
||||||||||||||
Vacant
|
13,235
|
7.1
|
100.0%
|
0
|
0.0
|
$0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
185,489
|
100.0
|
% |
$3,167,211
|
100.0
|
% |
$18.39
|
39
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
Property Name
|
2010
|
2011
|
2012
|
2013
|
As of 5/1/2014
|
|||||
Greendale
|
95.8%
|
98.5%
|
94.1%
|
90.8%
|
98.8%
|
|||||
Castleton
|
76.3%
|
80.5%
|
90.7%
|
94.9%
|
83.0%
|
|||||
Centre West Shops
|
84.5%
|
88.2%
|
88.2%
|
94.3%
|
82.5%
|
|||||
Centre West Interstate Shops
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
100.0%
|
|||||
Total / Wtd. Avg.
|
90.4%
|
93.4%
|
92.7%
|
92.9%
|
92.9%
|
|
(1)
|
As provided by the borrower.
|
CENTRE PROPERTIES PORTFOLIO |
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 Centre Properties Portfolio Properties:
|
2011
|
2012
|
2013
|
TTM 3/31/2014
|
Underwritten
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$2,939,602
|
$2,968,960
|
$2,925,313
|
$2,978,779
|
$3,167,211
|
$17.07
|
||||||||||||
Contractual Rent Steps(2)
|
0
|
0
|
0
|
0
|
23,878
|
0.13
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
372,124
|
2.01
|
||||||||||||
Total Rent
|
$2,939,602
|
$2,968,960
|
$2,925,313
|
$2,978,779
|
$3,563,213
|
$19.21
|
||||||||||||
Total Reimbursables
|
609,671
|
606,602
|
591,036
|
637,927
|
694,830
|
3.75
|
||||||||||||
Other Income
|
5,425
|
0
|
0
|
0
|
0
|
0.00
|
||||||||||||
Less Vacancy & Credit Loss
|
0
|
0
|
0
|
0
|
(372,124
|
) |
(2.01
|
) | ||||||||||
Effective Gross Income
|
$3,554,698
|
$3,575,562
|
$3,516,349
|
$3,616,706
|
$3,885,919
|
$20.95
|
||||||||||||
Real Estate Taxes
|
339,493
|
342,172
|
317,530
|
317,530
|
378,579
|
2.04
|
||||||||||||
Insurance
|
19,830
|
22,438
|
26,671
|
27,052
|
28,177
|
0.15
|
||||||||||||
Management Fee
|
154,090
|
152,993
|
156,565
|
156,541
|
155,437
|
0.84
|
||||||||||||
Other Operating Expenses
|
228,723
|
176,039
|
251,129
|
256,764
|
244,516
|
1.32
|
||||||||||||
Total Operating Expenses
|
$742,136
|
$693,642
|
$751,895
|
$757,887
|
$806,709
|
$4.35
|
||||||||||||
Net Operating Income
|
$2,812,562
|
$2,881,920
|
$2,764,454
|
$2,858,819
|
$3,079,210
|
$16.60
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
138,608
|
0.75
|
||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
35,016
|
0.19
|
||||||||||||
Net Cash Flow
|
$2,812,562
|
$2,881,920
|
$2,764,454
|
$2,858,819
|
$2,905,586
|
$15.66
|
|
(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)
|
Contractual rent steps are underwritten based upon the actual scheduled increases through December 31, 2014.
|
HOMEWOOD SUITES NASHVILLE VANDERBILT |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
GSMC | ||||
Location (City/State)
|
Nashville, Tennessee
|
Cut-off Date Principal Balance | $30,965,304 | ||||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$161,277.62 | ||||
Size (Rooms)
|
192
|
Percentage of Initial Pool Balance
|
2.5% | ||||
Total Occupancy from 11/1/2013 - 5/31/2014(1)
|
82.6%
|
Number of Related Mortgage Loans
|
None | ||||
Owned Occupancy from 11/1/2013 - 5/31/2014(1)
|
82.6%
|
Type of Security
|
Fee Simple | ||||
Year Built / Latest Renovation
|
2013 / NAP
|
Mortgage Rate
|
4.7770% | ||||
Appraised Value
|
$50,000,000
|
Original Term to Maturity (Months)
|
120 | ||||
Original Amortization Term (Months)
|
360 | ||||||
Original Interest Only Period (Months)
|
NAP | ||||||
Borrower Sponsor(3) | Robert M. Rogers | ||||||
Underwritten Revenues
|
$10,695,157
|
||||||
Underwritten Expenses
|
$5,780,238
|
||||||
Underwritten Net Operating Income (NOI)
|
$4,914,919
|
Escrows
|
|||||
Underwritten Net Cash Flow (NCF)
|
$4,487,112
|
Upfront
|
Monthly
|
||||
Cut-off Date LTV Ratio
|
61.9%
|
Taxes
|
$206,805
|
$41,361
|
|||
Maturity Date LTV Ratio(2)
|
46.3%
|
Insurance
|
$0
|
$0
|
|||
DSCR Based on Underwritten NOI / NCF
|
2.52x / 2.31x
|
FF&E(4)
|
$0
|
$35,154
|
|||
Debt Yield Based on Underwritten NOI / NCF
|
15.9% / 14.5%
|
Other
|
$0
|
$0
|
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||
Loan Amount
|
$31,000,000
|
100.0%
|
Loan Payoff
|
$24,063,025
|
77.6
|
% | |||
Principal Equity Distribution
|
6,295,236
|
20.3
|
|||||||
Closing Costs
|
434,934
|
1.4
|
|||||||
Reserves
|
206,805
|
0.7
|
|||||||
Total Sources
|
$31,000,000
|
100.0%
|
Total Uses
|
$31,000,000
|
100.0
|
% |
|
(1)
|
Total Occupancy and Owned Occupancy represent actual results for the seven month period from November 1, 2013 through May 31, 2014. Projected TTM Total Occupancy and Owned Occupancy as of 10/31/2014 are projected to both be 84.1%.
|
|
(2)
|
Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $54,700,000. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value is 50.6%.
|
|
(3)
|
Robert M. Rogers is the guarantor of the non-recourse carveout under the Homewood Suites Nashville Vanderbilt loan.
|
|
(4)
|
Monthly FF&E reserve represents $35,154.23 from August 2014 through July 2015 and thereafter will be the greater of any franchise-mandated amount and one-twelfth of 4% of operating income over the trailing twelve month period.
|
Property
|
Occupancy
|
ADR
|
RevPAR
|
|||
Homewood Suites Nashville Vanderbilt
|
104.3%
|
99.4%
|
103.6%
|
|
(1)
|
Source: May 2014 travel research report.
|
T7 Open to Date
(5/31/2014)(1) |
Projected TTM
(10/31/2014)(2) |
|||
Occupancy
|
82.6%
|
84.1%
|
||
ADR
|
$159.96
|
$163.84
|
||
RevPar
|
$132.16
|
$137.81
|
|
(1)
|
T7 Open to Date (5/31/2014) reflects trailing 7-month performance from November 2013 (first full month of operations) through May 2014.
|
|
(2)
|
Projected TTM (10/31/2014) reflects actual results for the seven month period from November 2013 through May 2014, and budget for the remaining five month period.
|
HOMEWOOD SUITES NASHVILLE VANDERBILT |
T7 Open to Date (5/31/2014)(2)
|
T7 Annualized(3)
|
Projected T12 (10/31/2014)(4)
|
Underwritten
|
Underwritten
$ per Room |
||||||||||
Room Revenue
|
$5,379,398
|
$9,261,699
|
$9,657,522
|
$9,657,522
|
$50,300
|
|||||||||
Telephone Revenue
|
1,255
|
2,161
|
1,509
|
1,509
|
8
|
|||||||||
Other Operating Departments Revenue
|
531,147
|
914,475
|
880,938
|
880,938
|
4,588
|
|||||||||
Other Revenue(5)
|
0
|
0
|
0
|
155,188
|
808
|
|||||||||
Total Revenue
|
$5,911,800
|
$10,178,335
|
$10,539,969
|
$10,695,157
|
$55,704
|
|||||||||
Room Expense
|
$1,061,656
|
$1,827,851
|
$1,734,968
|
$1,734,968
|
$9,036
|
|||||||||
Telephone Expense
|
9,341
|
16,082
|
15,021
|
15,021
|
78
|
|||||||||
Other Expense
|
121,235
|
208,730
|
199,418
|
199,418
|
1,039
|
|||||||||
Total Departmental Expense
|
$1,192,232
|
$2,052,664
|
$1,949,407
|
$1,949,407
|
$10,153
|
|||||||||
Total Undistributed Expense
|
1,912,094
|
3,292,049
|
3,243,153
|
3,275,420
|
17,059
|
|||||||||
Total Fixed Charges
|
243,864
|
419,860
|
451,250
|
555,411
|
2,893
|
|||||||||
Total Operating Expenses
|
$3,348,190
|
$5,764,572
|
$5,643,810
|
$5,780,238
|
$30,105
|
|||||||||
Net Operating Income
|
$2,563,610
|
$4,413,763
|
$4,896,159
|
$4,914,919
|
$25,599
|
|||||||||
FF&E
|
236,472
|
407,133
|
421,599
|
427,806
|
2,228
|
|||||||||
Net Cash Flow
|
$2,327,138
|
$4,006,629
|
$4,474,561
|
$4,487,112
|
$23,370
|
|
(1)
|
Certain items such as 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 flow.
|
|
(2)
|
T7 Open to Date (5/31/2014) reflects trailing 7-month performance from November 2013 (first full month of operations) through May 2014.
|
|
(3)
|
T7 Annualized reflects the trailing 7-month performance from November 2013 through May 2014, annualized to 365 days.
|
|
(4)
|
Projected T12 (10/31/2014) reflects actual results for the seven month period from November 2013 through May 2014, and budget for the remaining five month period.
|
|
(5)
|
Other Revenue represents potential rental income for 4,638 SF ($33.51 per SF) of vacant corner retail/restaurant space. Per the appraisal, this is consistent with comparable food and beverage outlet leases within a 7-block radius of the Homewood Suites Nashville Vanderbilt Property.
|
RIVER MARKETPLACE |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller | CGMRC | ||
Location (City/State)
|
Lafayette, Louisiana
|
Cut-off Date Principal Balance
|
$25,200,000
|
||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$149.44
|
||
Size (SF)
|
168,635
|
Percentage of Initial Pool Balance
|
2.0%
|
||
Total Occupancy as of 2/8/2014
|
96.4%
|
Number of Related Mortgage Loans
|
None
|
||
Owned Occupancy as of 2/8/2014
|
96.4%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
2003 / NAP
|
Mortgage Rate
|
4.6900%
|
||
Appraised Value
|
$35,400,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term (Months)
|
360
|
||||
Original Interest Only Period (Months) |
36
|
||||
Borrower Sponsor(1) |
Joseph Blum
|
||||
Underwritten Revenues
|
$3,239,396
|
||||
Underwritten Expenses
|
$683,965
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$2,555,431
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$2,329,426
|
Taxes
|
$183,179
|
$22,897
|
|
Cut-off Date LTV Ratio
|
71.2%
|
Insurance
|
$0
|
$0
|
|
Maturity Date LTV Ratio
|
62.6%
|
Replacement Reserves
|
$0
|
$6,324
|
|
DSCR Based on Underwritten NOI / NCF
|
1.63x / 1.49x
|
TI/LC(2)
|
$0
|
$12,495
|
|
Debt Yield Based on Underwritten NOI / NCF
|
10.1% / 9.2%
|
Other(3)
|
$45,060
|
$0
|
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|
Loan Amount
|
$25,200,000
|
97.9%
|
Loan Payoff
|
$25,055,098
|
97.3%
|
|
Other Sources
|
547,000
|
2.1
|
Closing Costs
|
425,267
|
1.7
|
|
Reserves
|
228,239
|
0.9
|
||||
Principal Equity Distribution
|
38,396
|
0.1
|
||||
Total Sources
|
$25,747,000
|
100.0%
|
Total Uses
|
$25,747,000
|
100.0%
|
|
(1)
|
Joseph Blum is the guarantor of the non-recourse carveouts under the River Marketplace Loan. The borrowers, RB River IV LLC and RB River VI LLC, are tenants-in-common.
|
|
(2)
|
TI/LC reserves are capped at $449,802.
|
|
(3)
|
Other upfront reserve represents an upfront deferred maintenance reserve of $45,060.
|
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
|
||||||||||||||||
Ross Dress for Less
|
NR / NR / A-
|
29,989
|
17.8
|
% |
$299,890
|
11.5
|
% |
$10.00
|
1/31/2019
|
$251
|
4.0%
|
2, 5-year options
|
||||||||||||||
Books-A-Million
|
NR / NR / NR
|
18,000
|
10.7
|
280,800
|
10.8
|
15.60
|
7/31/2015
|
NA
|
NA
|
4, 5-year options
|
||||||||||||||||
Stage
|
NR / NR / NR
|
26,000
|
15.4
|
234,000
|
9.0
|
9.00
|
1/31/2019
|
$111
|
8.1%
|
1, 5-year option
|
||||||||||||||||
Cost Plus
|
NR / NR / NR
|
18,300
|
10.9
|
210,450
|
8.1
|
11.50
|
1/31/2015
|
NA
|
NA
|
3, 5-year options
|
||||||||||||||||
Dress Barn
|
NR / NR / NR
|
8,040
|
4.8
|
164,820
|
6.3
|
20.50
|
12/31/2018
|
$139
|
14.7%
|
1, 5-year option
|
||||||||||||||||
Buffalo Wild Wings
|
NR / NR / NR
|
6,217
|
3.7
|
162,624
|
6.3
|
26.16
|
12/31/2018
|
$881
|
3.0%
|
3, 5-year options
|
||||||||||||||||
Rack Room Shoes
|
NR / NR / NR
|
7,200
|
4.3
|
147,600
|
5.7
|
20.50
|
1/31/2019
|
$172
|
11.9%
|
N/A
|
||||||||||||||||
McAlister’s Deli
|
NR / NR / NR
|
3,940
|
2.3
|
114,260
|
4.4
|
29.00
|
10/31/2023
|
$535
|
5.4%
|
N/A
|
||||||||||||||||
Visions for Less
|
NR / NR / NR
|
3,500
|
2.1
|
100,870
|
3.9
|
28.82
|
1/31/2019
|
NA
|
NA
|
N/A
|
||||||||||||||||
O’Charley’s
|
NR / B2 / NR
|
6,827
|
4.0
|
93,500
|
3.6
|
13.70
|
7/31/2019
|
NA
|
NA
|
3, 5-year options
|
||||||||||||||||
Ten Largest Owned Tenants
|
128,013
|
75.9
|
% |
$1,808,814
|
69.6
|
% |
$14.13
|
|||||||||||||||||||
Remaining Owned Tenants
|
34,608
|
20.5
|
789,503
|
30.4
|
22.81
|
|||||||||||||||||||||
Vacant
|
6,014
|
3.6
|
0
|
0.0
|
0.00
|
|||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
168,635
|
100.0
|
% |
$2,598,317
|
100.0
|
% |
$15.98
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Tenant sales PSF are as of December 31, 2013.
|
RIVER MARKETPLACE |
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
|
||||||||||||
2014
|
3,543
|
2.1
|
2.1%
|
89,680
|
3.5
|
25.31
|
2
|
||||||||||||||
2015
|
40,375
|
23.9
|
26.0%
|
571,935
|
22.0
|
14.17
|
3
|
||||||||||||||
2016
|
3,300
|
2.0
|
28.0%
|
71,300
|
2.7
|
21.61
|
2
|
||||||||||||||
2017
|
3,162
|
1.9
|
29.9%
|
81,535
|
3.1
|
25.79
|
2
|
||||||||||||||
2018
|
25,652
|
15.2
|
45.1%
|
573,506
|
22.1
|
22.36
|
7
|
||||||||||||||
2019
|
76,216
|
45.2
|
90.3%
|
945,610
|
36.4
|
12.41
|
7
|
||||||||||||||
2020
|
2,933
|
1.7
|
92.0%
|
77,891
|
3.0
|
26.56
|
1
|
||||||||||||||
2021
|
0
|
0.0
|
92.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
92.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
7,440
|
4.4
|
96.4%
|
186,860
|
7.2
|
25.12
|
2
|
||||||||||||||
2024
|
0
|
0.0
|
96.4%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2025 & Thereafter
|
0
|
0.0
|
96.4%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Vacant
|
6,014
|
3.6
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
168,635
|
100.0
|
% |
$2,598,317
|
100.0
|
% |
$15.98
|
26
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2011
|
2012
|
2013
|
As of 2/8/2014
|
|||||
Owned Space
|
100.0%
|
98.5%
|
99.2%
|
96.4%
|
||||
|
(1)
|
As provided by the borrower and represents occupancy as of December 31, for the indicated year unless otherwise indicated.
|
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 River Marketplace Property:
|
2011
|
2012
|
2013
|
TTM 2/28/2014
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$2,521,578
|
$2,512,923
|
$2,540,174
|
$2,569,966
|
$2,598,317
|
$15.41
|
||||||||||||
Percentage Rent
|
73,982
|
109,393
|
189,400
|
161,206
|
116,874
|
0.69
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
171,176
|
1.02
|
||||||||||||
Total Reimbursables
|
454,330
|
505,530
|
519,923
|
525,833
|
545,486
|
3.23
|
||||||||||||
Contractual Rent Steps
|
0
|
0
|
0
|
0
|
18,295
|
0.11
|
||||||||||||
Other Income(3)
|
25,265
|
23,467
|
21,784
|
22,578
|
22,578
|
0.13
|
||||||||||||
Vacancy & Credit Loss
|
0
|
0
|
(1,227
|
) |
0
|
(233,329
|
) |
(1.38
|
) | |||||||||
Effective Gross Income
|
$3,075,155
|
$3,151,313
|
$3,270,054
|
$3,279,583
|
$3,239,396
|
$19.21
|
||||||||||||
Real Estate Taxes
|
242,895
|
266,688
|
262,331
|
262,331
|
261,756
|
1.55
|
||||||||||||
Insurance
|
38,956
|
62,774
|
63,432
|
68,818
|
115,857
|
0.69
|
||||||||||||
Management Fee
|
92,341
|
94,471
|
97,518
|
99,216
|
97,182
|
0.58
|
||||||||||||
Other Operating Expense
|
189,488
|
167,541
|
199,701
|
202,520
|
209,170
|
1.24
|
||||||||||||
Total Operating Expenses
|
$563,680
|
$591,474
|
$622,982
|
$632,885
|
$683,965
|
$4.06
|
||||||||||||
Net Operating Income
|
$2,511,475
|
$2,559,839
|
$2,647,072
|
$2,646,698
|
$2,555,431
|
$15.15
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
150,120
|
0.89
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
75,886
|
0.45
|
||||||||||||
Net Cash Flow
|
$2,511,475
|
$2,559,839
|
$2,647,072
|
$2,646,698
|
$2,329,426
|
$13.81
|
|
(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 contractual rent steps include contractual rent steps through February 1, 2015.
|
|
(3)
|
Other income represents fixed charges for trash removal, water/sewer reimbursement and pylon signage electricity.
|
GOLDEN GATE APARTMENTS |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
RMF
|
||
Location (City/State)
|
Alexandria, Virginia
|
Cut-off Date Principal Balance
|
$22,500,000
|
||
Property Type
|
Multifamily
|
Cut-off Date Principal Balance per Unit
|
$122,282.61
|
||
Size (Units)
|
184
|
Percentage of Initial Pool Balance
|
1.8%
|
||
Total Occupancy as of 5/7/2014
|
98.4%
|
Number of Related Mortgage Loans
|
None
|
||
Owned Occupancy as of 5/7/2014
|
98.4%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
1961 / NAP
|
Mortgage Rate
|
4.6700%
|
||
Appraised Value
|
$30,000,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term (Months)
|
360
|
||||
Original Interest Only Period (Months)
|
|||||
Borrower Sponsor(1)
|
John E. Cowles
|
||||
Underwritten Revenues
|
$3,083,920
|
||||
Underwritten Expenses
|
$1,293,076
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$1,790,844
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,790,844
|
Taxes
|
$65,249
|
$20,714
|
|
Cut-off Date LTV Ratio
|
75.0%
|
Insurance
|
$51,832
|
$6,171
|
|
Maturity Date LTV Ratio
|
67.4%
|
Replacement Reserves
|
$533,600
|
$0
|
|
DSCR Based on Underwritten NOI / NCF
|
1.28x / 1.28x
|
TI/LC
|
$0
|
$0
|
|
Debt Yield Based on Underwritten NOI / NCF
|
8.0% / 8.0%
|
Other
|
$0
|
$0
|
Sources
|
$
|
%
|
Uses
|
$
|
% | ||
Loan Amount
|
$22,500,000
|
100.0%
|
Loan Payoff
|
$15,202,225
|
67.6 |
%
|
|
Principal Equity Distribution
|
6,064,168
|
27.0
|
|
||||
Reserves
|
650,682
|
2.9
|
|||||
Closing Costs
|
582,925
|
2.6
|
|||||
Total Sources
|
$22,500,000
|
100.0%
|
Total Uses
|
$22,500,000
|
100.0
|
% |
|
(1)
|
John E. Cowles is the guarantor of the non-recourse carveouts under the Golden Gates Apartments Loan.
|
Unit Type
|
# of Units
|
Average SF
per Unit
|
Monthly Market Rent
per Unit
|
Monthly Actual Rent
per Unit
|
Monthly Base Rent per
Unit
|
Underwritten Rent
|
|||||||
$182,832
|
|||||||||||||
Total / Wtd. Avg.
|
2011
|
2012
|
2013
|
As of 5/7/2014
|
|||||
Owned Space
|
98.8%
|
99.6%
|
99.4%
|
98.4%
|
|
(1)
|
As provided by the borrower.
|
GOLDEN GATE APARTMENTS |
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 Golden Gate Apartments Property:
|
2011
|
2012
|
2013
|
TTM 4/30/2014
|
Underwritten
|
Underwritten
$ per Unit
|
|||||||||||||
Base Rent
|
$2,672,427
|
$2,777,441
|
$2,900,212
|
$2,941,956
|
$2,894,484
|
|||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
91,800
|
|||||||||||||
Goss Potential Rent
|
||||||||||||||||||
Vacancy, Credit Loss & Concessions
|
(47,792
|
) |
(22,577
|
) |
(39,360
|
) |
(62,542
|
) |
(149,314
|
) |
(811
|
) | ||||||
Total Rent Revenue
|
$2,624,635
|
$2,754,864
|
$2,860,852
|
$2,879,414
|
$2,836,970
|
|||||||||||||
Other Revenue (2)
|
215,795
|
239,535
|
241,706
|
246,950
|
246,950
|
|||||||||||||
Effective Gross Income
|
$2,840,430
|
$2,994,399
|
$3,102,558
|
$3,126,364
|
$3,083,920
|
|||||||||||||
Total Operating Expenses
|
$1,205,974
|
$1,289,887
|
$1,319,813
|
$1,337,911
|
$1,293,076
|
|||||||||||||
Net Operating Income
|
$1,634,456
|
$1,704,512
|
$1,782,745
|
$1,788,453
|
$1,790,844
|
|||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||
Net Cash Flow
|
$1,634,456
|
$1,704,512
|
$1,782,745
|
$1,788,453
|
$1,790,844
|
|
(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 flow.
|
|
(2)
|
Other Revenue includes parking, month-to-month fees, pet fees, storage income, late fees, laundry income, legal fee income, termination income, application fees and tenant cleaning charges.
|
DRAYTON TOWER APARTMENTS |
Mortgaged Property Information
|
Mortgage Loan Information
|
||||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||||
Location (City/State)
|
Savannah, Georgia
|
Cut-off Date Principal Balance
|
$18,850,000
|
||||
Property Type
|
Multifamily
|
Cut-off Date Principal Balance per Unit
|
$190,404.04
|
||||
Size (Units)
|
99
|
Percentage of Initial Pool Balance
|
1.5%
|
||||
Total Occupancy as of 4/28/2014
|
94.9%
|
Number of Related Mortgage Loans
|
None
|
||||
Owned Occupancy as of 4/28/2014
|
94.9%
|
Type of Security
|
Fee Simple
|
||||
Year Built / Latest Renovation
|
1951 / 2013
|
Mortgage Rate
|
4.75000%
|
||||
Appraised Value
|
$27,750,000
|
Original Term to Maturity (Months)
|
120
|
||||
Original Amortization Term (Months)
|
360
|
||||||
Original Interest Only Period (Months)
|
60
|
||||||
Borrower Sponsor(1)
|
Jonathan Kully and Michael Walsdorf | ||||||
Underwritten Revenues
|
$2,293,222
|
||||||
Underwritten Expenses
|
$821,491
|
Escrows
|
|||||
Underwritten Net Operating Income (NOI)
|
$1,471,730
|
Upfront
|
Monthly
|
||||
Underwritten Net Cash Flow (NCF)
|
$1,438,958
|
Taxes
|
$21,154
|
$10,577
|
|||
Cut-off Date LTV Ratio
|
67.9%
|
Insurance
|
$7,405
|
$3,703
|
|||
Maturity Date LTV Ratio
|
62.4%
|
Replacement Reserves
|
$0
|
$2,063
|
|||
DSCR Based on Underwritten NOI / NCF
|
1.25x / 1.22x
|
TI/LC
|
$0
|
$0
|
|||
Debt Yield Based on Underwritten NOI / NCF
|
7.8% / 7.6%
|
Other(2)
|
$988,682
|
$0
|
Sources and Uses | ||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||||
Loan Amount
|
$18,850,000
|
99.6
|
% |
Loan Payoff
|
$15,572,783
|
82.3
|
% | |||||
Other Sources
|
80,000
|
0.4
|
Principal Equity Distribution
|
1,812,730
|
9.6
|
|||||||
Reserves
|
1,017,241
|
5.4
|
||||||||||
Closing Costs
|
527,246
|
2.8
|
||||||||||
Total Sources
|
$18,930,000
|
100.0
|
% |
Total Uses
|
$18,930,000
|
100.0
|
% |
|
(1)
|
Jonathan Kully and Michael Walsdorf are the guarantors of the non-recourse carveouts under the Drayton Towers Apartments Loan.
|
|
(2)
|
Upfront other reserves represent a new tenants reserve (609,432), an additional reserve ($370,000) and a deferred maintenance reserve ($9,250). Monthly other reserves include a parking lot reserve funded monthly in an amount equal to the monthly operating expenses incurred in connection with parking lots.
|
Unit Type
|
Occupied
Units
|
Vacant
Units
|
Total Units
|
Average SF
per Unit
|
Monthly
Market Rent
per Unit
|
Yearly Market
Rent |
Monthly Actual
Rent per Unit
|
Yearly Actual
Rent(1)
|
||||||||||||||||
Studio
|
33
|
0
|
33
|
406
|
$1,250
|
$495,000
|
$1,140
|
$451,368
|
||||||||||||||||
1 Bed / 1 Bath
|
18
|
0
|
18
|
671
|
1,550
|
334,800
|
1,611
|
348,000
|
||||||||||||||||
2 Bed / 1 Bath
|
29
|
3
|
32
|
834
|
2,150
|
825,600
|
2,100
|
730,788
|
||||||||||||||||
2 Bed / 2 Bath
|
16
|
0
|
16
|
1,006
|
2,350
|
451,200
|
2,384
|
457,800
|
||||||||||||||||
Total / Wtd. Avg.
|
96
|
3
|
99
|
689
|
$1,773
|
$2,106,600
|
$1,726
|
$1,987,956
|
|
Source: As provided by the borrower.
|
|
(1)
|
Yearly rents are calculated based on currently occupied units.
|
2013
|
As of 4/28/2014
|
|||
Owned Space
|
97.0%
|
94.9%
|
|
(1)
|
As provided by the borrower.
|
DRAYTON TOWER APARTMENTS |
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 Drayton Towers Apartments Property:
|
TTM 4/30/2014
|
Underwritten(2)
|
Underwritten
$ per Unit
|
|||||||
Rental Revenue - Apartments
|
|||||||||
Base Rent
|
$2,010,019
|
$1,987,956
|
$20,080
|
||||||
Gross Up Vacancy
|
0
|
82,020
|
828
|
||||||
Total Rental Revenue
|
$2,010,019
|
$2,069,976
|
$20,909
|
||||||
Other Income(3)
|
215,084
|
241,639
|
2,441
|
||||||
Economic Vacancy & Credit Loss
|
(542,811
|
) |
(193,413
|
) |
(1,954
|
) | |||
Total Revenue - Apartments
|
$1,682,292
|
$2,118,202
|
$21,396
|
||||||
Rental Revenue – Commercial/Retail
|
|||||||||
Base Rent
|
$24,417
|
$130,865
|
$1,322
|
||||||
Reimbursements
|
7,378
|
16,640
|
168
|
||||||
Parking Revenue
|
0
|
108,120
|
1,092
|
||||||
Total Rental Revenue
|
$31,795
|
$255,625
|
2,582
|
||||||
Economic Vacancy & Credit Loss
|
0
|
(80,605
|
) |
(814
|
) | ||||
Total Revenue – Commercial/Retail
|
$31,795
|
$175,020
|
1,768
|
||||||
Total Revenue – Apartments & Commercial/Retail
|
$1,714,087
|
$2,293,222
|
$23,164
|
||||||
|
|||||||||
Real Estate Taxes
|
$128,101
|
$120,879
|
$1,221
|
||||||
Insurance
|
30,600
|
42,317
|
427
|
||||||
Management Fee
|
55,408
|
74,128
|
749
|
||||||
Other Operating Expenses
|
$615,580
|
584,167
|
5,901
|
||||||
Total Operating Expenses
|
$829,689
|
$821,491
|
$8,298
|
||||||
|
|||||||||
Net Operating Income
|
$884,398
|
$1,471,730
|
$14,866
|
||||||
Replacement Reserves
|
0
|
26,087
|
264
|
||||||
TI/LC – Commercial/Retail
|
0
|
6,685
|
68
|
||||||
Net Cash Flow
|
$884,398
|
$1,438,958
|
$14,535
|
|
(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)
|
Underwritten cash flow is based on the 4/28/2014 rent roll.
|
|
(3)
|
Other Income consists of administrative fees, credit card fees, late charges, utility connection charges and other miscellaneous income.
|
DOUBLETREE ROCHESTER
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
RMF
|
|||
Location (City/State)
|
Rochester, New York
|
Cut-off Date Principal Balance
|
$17,970,356
|
|||
Property Type
|
Hospitality
|
Cut-off Date Principal Balance per Room
|
$72,170.11
|
|||
Size (Rooms)
|
249
|
Percentage of Initial Pool Balance
|
1.5%
|
|||
57.9%
|
Number of Related Mortgage Loans
|
None
|
||||
57.9%
|
Type of Security
|
Fee Simple
|
||||
Year Built / Latest Renovation
|
1985 / 2005
|
Mortgage Rate
|
4.6250%
|
|||
Appraised Value
|
$22,000,000
|
Original Term to Maturity (Months)
|
120
|
|||
Original Amortization Term (Months)
|
300
|
|||||
Original Interest Only Period (Months)
|
NAP
|
|||||
Borrower Sponsor(3)
|
United Capital Corp. and
Attilio F. Petrocelli
|
|||||
Underwritten Revenues
|
$8,589,375
|
|||||
Underwritten Expenses
|
$5,745,903
|
Escrows
|
||||
Underwritten Net Operating Income (NOI)
|
$2,843,472
|
|||||
Underwritten Net Cash Flow (NCF)
|
$2,499,897
|
Upfront
|
Monthly
|
|||
Cut-off Date LTV Ratio(1)
|
66.6%
|
Taxes
|
$230,485
|
$46,097
|
||
Maturity Date LTV Ratio(2)
|
44.3%
|
Insurance
|
$7,653
|
$7,653
|
||
DSCR Based on Underwritten NOI / NCF
|
2.34x / 2.06x
|
FF&E(4)
|
$0
|
$0
|
||
Debt Yield Based on Underwritten NOI / NCF
|
15.8% / 13.9%
|
Other(5)
|
$5,000,000
|
$0
|
Sources and Uses | ||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||||
Loan Amount
|
$18,000,000
|
67.9
|
% |
Purchase Price
|
$21,000,000
|
79.2
|
% | |||||
Principal’s New Cash Contribution
|
8,510,971
|
32.1
|
Reserves
|
5,238,138
|
19.8
|
|||||||
Closing Costs
|
272,833
|
1.0
|
||||||||||
Total Sources
|
$26,510,971
|
100.0
|
% |
Total Uses
|
$26,510,971
|
100.0
|
% |
|
(1)
|
Cut-off Date LTV Ratio is calculated by adding the $5,000,000 property improvement plan (“PIP”) reserve to the “as-is” appraised value as of March 28, 2014 of $22,000,000. The Cut-off Date LTV Ratio calculated based on the fully funded Cut-off Date Principal Balance of $17,970,356 and “as-is” appraised value as of March 28, 2014 of $22,000,000 is 81.7%. The Cut-off Date LTV Ratio calculated based on the Cut-off Date Principal Balance of $17,970,356 and “as-stabilized” appraised value as of April 1, 2017 of $30,000,000 is 59.9%.
|
|
(2)
|
The Maturity Date LTV Ratio is calculated utilizing the “as stabilized” appraised value of $30,000,000 as of April 1, 2017. The Maturity Date LTV Ratio, calculated on the basis of the “as-is” appraised value in addition to the $5,000,000 PIP reserve, is 49.2%.
|
|
(3)
|
United Capital Corp. is the guarantor of the non-recourse carveouts under the Doubletree Rochester Loan.
|
|
(4)
|
Monthly FF&E collections have been waived for the first four years of the loan term, thereafter, on each monthly due date the borrower is required to fund the FF&E reserve in an amount equal to the greater of (A) one-twelfth of 4% of annual gross income, or (B) the aggregate amount, if any, required to be reserved under the management agreement and the franchise agreement.
|
|
(5)
|
Other upfront reserve represents a PIP reserve of $5,000,000.
|
|
(1)
|
Source: Appraisal.
|
|
(1)
|
Source: February 2014 travel research report.
|
DOUBLETREE ROCHESTER
|
2012
|
2013
|
TTM 2/28/2014
|
|||||||
Occupancy(2)
|
57.9%
|
57.4%
|
57.4%
|
||||||
ADR
|
$122.42
|
$120.64
|
$120.49
|
||||||
RevPAR
|
$70.90
|
$69.27
|
$69.15
|
|
(1)
|
Source: Travel research reports.
|
|
(2)
|
Reflects average occupancy for the indicated period.
|
n
|
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 Doubletree Rochester Property:
|
2011
|
2012
|
2013
|
TTM 2/28/2014
|
Underwritten
|
Underwritten
$ per Room
|
|||||||||||||
Room Revenue
|
||||||||||||||||||
Food & Beverage Revenue
|
||||||||||||||||||
Other Revenue(2)
|
||||||||||||||||||
Total Revenue
|
||||||||||||||||||
Room Expense
|
||||||||||||||||||
Food & Beverage Expense
|
||||||||||||||||||
Other Expense
|
||||||||||||||||||
Total Departmental Expense
|
$2,362,000
|
|||||||||||||||||
Total Undistributed Expense
|
||||||||||||||||||
Total Fixed Charges
|
||||||||||||||||||
Total Operating Expenses
|
$5,472,520
|
$5,713,953
|
$5,697,719
|
$5,775,432
|
$5,745,903
|
$23,076
|
||||||||||||
Net Operating Income
|
$3,031,401
|
$3,037,562
|
$2,793,961
|
$2,813,943
|
$2,843,472
|
$11,420
|
||||||||||||
FF&E
|
343,575
|
|||||||||||||||||
Net Cash Flow
|
$2,691,244
|
$2,687,501
|
$2,454,294
|
$2,470,368
|
$2,499,897
|
|
(1)
|
Certain items such as 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 flow.
|
|
(2)
|
Other revenue consists of telephone, vending, gift shop, in-room movies, and miscellaneous other income.
|
ESPLANADE AT BUTLER PLAZA
|
Mortgaged Property Information
|
Mortgage Loan Information
|
|||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
RMF
|
|||
Location (City/State)
|
Gainesville, Florida
|
Cut-off Date Principal Balance
|
$16,875,000
|
|||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$130.73
|
|||
Size (SF)
|
129,081
|
Percentage of Initial Pool Balance
|
1.4%
|
|||
Total Occupancy as of 3/1/2014
|
95.3%
|
Number of Related Mortgage Loans
|
None
|
|||
Owned Occupancy as of 3/1/2014
|
95.3%
|
Type of Security
|
Fee Simple
|
|||
Year Built / Latest Renovation
|
1975-2013 / 2011-2013 |
Mortgage Rate
|
4.5000%
|
|||
Appraised Value
|
$23,400,000
|
Original Term to Maturity (Months)
|
120
|
|||
Original Amortization Term (Months)
|
360
|
|||||
Original Interest Only Period (Months)
|
60
|
|||||
Borrower Sponsor(1)
|
Daniel Halberstein
|
|||||
Underwritten Revenues
|
$2,074,023
|
|||||
Underwritten Expenses
|
$537,351
|
Escrows
|
||||
Underwritten Net Operating Income (NOI)
|
$1,536,673
|
Upfront
|
Monthly
|
|||
Underwritten Net Cash Flow (NCF)
|
$1,446,316
|
Taxes
|
$139,350
|
$14,746
|
||
Cut-off Date LTV Ratio
|
72.1%
|
Insurance
|
$12,019
|
$5,724
|
||
Maturity Date LTV Ratio
|
66.0%
|
Replacement Reserves
|
$0
|
$2,151
|
||
DSCR Based on Underwritten NOI / NCF
|
1.50x / 1.41x
|
TI/LC(2)
|
$0
|
$5,378
|
||
Debt Yield Based on Underwritten NOI / NCF
|
9.1% / 8.6%
|
Other(3)
|
$29,630
|
$0
|
Sources and Uses | ||||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||||
Loan Amount
|
$16,875,000
|
73.0
|
% |
Purchase Price
|
$22,500,000
|
97.3
|
% | |||||
Principal’s New Cash Contribution
|
6,239,648
|
27.0
|
Closing Costs
|
433,648
|
1.9
|
|||||||
Reserves
|
181,000
|
0.8
|
||||||||||
Total Sources
|
$23,114,648
|
100.0
|
% |
Total Uses
|
$23,114,648
|
100.0
|
% |
|
(1)
|
Daniel Halberstein is the guarantor of the non-resource carveouts under the Esplanade at Butler Plaza Loan.
|
|
(2)
|
Monthly TI/LC collections are capped at $200,000.
|
|
(3)
|
Other reserve includes a free rent reserve of $29,630.
|
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
|
|||||||||||||||||||||||
NR / NR / NR
|
38,341
|
% |
Yes
|
6, 5-year options
|
|||||||||||||||||||
NR / Caa1 / B
|
Yes
|
3, 5-year options
|
|||||||||||||||||||||
Total Anchors
|
74,526
|
57.7
|
% | ||||||||||||||||||||
Occupied In-line
|
37.5
|
% |
$1,124,827
|
$23.22
|
|||||||||||||||||||
Kiosk
|
80
|
0.1
|
$11,184
|
$139.80
|
|||||||||||||||||||
Occupied Outparcel
|
NA
|
NA
|
$80,000
|
NA
|
|||||||||||||||||||
Vacant Spaces
|
6,040
|
4.7
|
$0
|
$0.00
|
|||||||||||||||||||
Total Owned SF
|
129,081
|
100.0
|
% | ||||||||||||||||||||
Total SF
|
129,081
|
100.0
|
% |
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Tenant Sales are as of 12/31/2013.
|
ESPLANADE AT BUTLER PLAZA
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
GLA
|
UW Base
Rent(2)
|
% of Total
UW Base
Rent
|
UW
Base
Rent
$ per SF
|
Lease Expiration
|
Tenant
Sales
$ per
SF(3)
|
Occupancy
Cost
|
Renewal /
Extension
Options
|
|||||||||||||||
Publix Super Markets
|
NR/NR/NR
|
38,341
|
29.7
|
% |
$340,992
|
20.1
|
% |
$8.89
|
8/1/2019
|
6, 5-year options
|
|||||||||||||||
Jo-Ann Stores
|
NR/NR/NR
|
36,185
|
28.0
|
302,145
|
17.8
|
8.35
|
1/31/2024
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||||
4 Rivers Smokehouse
|
NR/NR/NR
|
6,200
|
4.8
|
148,800
|
8.8
|
24.00
|
8/31/2023
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||
Guitar Center
|
NR/NR/NR
|
8,035
|
6.2
|
128,560
|
7.6
|
16.00
|
1/31/2024
|
NA
|
NA
|
4, 5-year options
|
|||||||||||||||
McAlister’s Deli
|
NR/NR/NR
|
3,900
|
97,500
|
5.8
|
25.00
|
3/1/2023
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||||
Rent-A-Center
|
NR/NR/NR
|
4,321
|
3.3
|
86,420
|
5.1
|
20.00
|
5/1/2018
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||
Sleep Center
|
NR/NR/NR
|
5,000
|
3.9
|
85,000
|
5.0
|
17.00
|
9/30/2019
|
NA
|
NA
|
3, 5-year options
|
|||||||||||||||
Panda Express(4)
|
NR/NR/NR
|
0
|
0.0
|
80,000
|
4.7
|
0.00
|
12/1/2032
|
NA
|
NA
|
4, 5-year options
|
|||||||||||||||
Cox Communications
|
NR/NR/NR
|
3,300
|
2.6
|
79,200
|
4.7
|
24.00
|
12/31/2018
|
NA
|
NA
|
2, 5-year options
|
|||||||||||||||
CiCi’s Pizza
|
NR/NR/NR
|
5,000
|
3.9
|
75,900
|
4.5
|
15.18
|
2/28/2017
|
NA
|
NA
|
1, 5-year option
|
|||||||||||||||
Ten Largest Owned Tenants
|
110,282
|
85.4
|
% |
$1,424,517
|
84.1
|
% |
$12.92
|
||||||||||||||||||
Remaining Owned Tenants
|
12,759
|
9.9
|
270,180
|
15.9
|
21.18
|
||||||||||||||||||||
Vacant Spaces (Owned Space)
|
6,040
|
0
|
0.0
|
0.00
|
|||||||||||||||||||||
Total / Wtd. Avg. All Owned Tenants
|
129,081
|
100.0
|
% |
$1,694,697
|
100.0
|
% |
$13.77
|
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
|
(2)
|
Includes rent steps through May 1, 2015.
|
|
(3)
|
Tenant Sales are as of December 31, 2013.
|
|
(4)
|
Tenant is ground leased.
|
Year Ending
December 31,
|
Expiring Owned
GLA
|
% of Owned
GLA
|
Cumulative % of
Owned GLA
|
UW
Base Rent(2)
|
% 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
|
||||||||||||
2014
|
0
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2015
|
2,759
|
2.1
|
2.1%
|
56,422
|
3.3
|
20.45
|
2
|
||||||||||||||
2016
|
0
|
0.0
|
2.1%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2017
|
7,900
|
6.1
|
8.3%
|
133,062
|
7.9
|
16.84
|
3
|
||||||||||||||
2018
|
14,721
|
11.4
|
19.7%
|
322,216
|
19.0
|
21.89
|
8
|
||||||||||||||
2019
|
43,341
|
33.6
|
53.2%
|
425,992
|
25.1
|
9.83
|
2
|
||||||||||||||
2020
|
0
|
0.0
|
53.2%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0
|
0.0
|
53.2%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0
|
0.0
|
53.2%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
10,100
|
7.8
|
61.1%
|
246,300
|
14.5
|
24.39
|
2
|
||||||||||||||
2024
|
44,220
|
34.3
|
95.3%
|
430,705
|
25.4
|
9.74
|
2
|
||||||||||||||
2025 & Thereafter
|
0
|
0.0
|
95.3%
|
80,000
|
4.7
|
0.00
|
1
|
||||||||||||||
Vacant
|
6,040
|
4.7
|
100.0%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
Total / Wtd. Avg.
|
129,081
|
100.0
|
% |
$1,694,697
|
100.0
|
% |
$13.77
|
20
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
|
(2)
|
Includes rent steps through May 1, 2015.
|
ESPLANADE AT BUTLER PLAZA
|
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 Esplanade at Butler Plaza Property:
|
2011
|
2012
|
2013
|
TTM 2/28/2014
|
Underwritten(2)
|
Underwritten
$ per SF
|
|||||||||||||
Base Rent
|
$979,108
|
$1,458,385
|
$1,693,008
|
$1,688,474
|
$1,690,143
|
$13.09
|
||||||||||||
Contractual Rent Steps
|
0
|
0
|
0
|
0
|
4,554
|
0.04
|
||||||||||||
Overage Rent
|
23,305
|
15,366
|
0
|
0
|
0
|
0.00
|
||||||||||||
Gross Up Vacancy
|
0
|
0
|
0
|
0
|
124,800
|
0.97
|
||||||||||||
Total Rent
|
$1,002,413
|
$1,473,751
|
$1,693,008
|
$1,688,474
|
$1,819,497
|
$14.10
|
||||||||||||
Total Reimbursables
|
203,974
|
213,673
|
177,616
|
209,547
|
379,326
|
2.94
|
||||||||||||
Other Income
|
18,146
|
14,359
|
9,549
|
0
|
0
|
0.00
|
||||||||||||
Less Vacancy & Credit Loss
|
0
|
(589,917
|
) |
(650,715
|
) |
(589,561
|
) |
(124,800
|
) |
(0.97
|
) | |||||||
Effective Gross Income
|
$1,224,533
|
$1,111,866
|
$1,229,458
|
$1,308,460
|
$2,074,023
|
$17.03
|
||||||||||||
Total Operating Expenses
|
$447,535
|
$475,849
|
$501,141
|
$508,871
|
$537,351
|
$4.16
|
||||||||||||
Net Operating Income
|
$776,998
|
$636,017
|
$728,317
|
$799,589
|
$1,536,673
|
$11.90
|
||||||||||||
TI/LC
|
0
|
0
|
0
|
0
|
64,540
|
0.50
|
||||||||||||
Capital Expenditures
|
0
|
0
|
0
|
0
|
25,816
|
0.20
|
||||||||||||
Net Cash Flow
|
$776,998
|
$636,017
|
$728,317
|
$799,589
|
$1,446,316
|
$11.20
|
|
(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 March 1, 2014 and rent steps through June 30, 2015.
|
SEDONA POINTE AND GALLERY AT CHAMPIONS
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
2
|
Loan Seller
|
GSMC
|
||
Location (City/State)
|
Houston, Texas
|
Cut-off Date Principal Balance
|
$16,720,281
|
||
Property Type
|
Multifamily
|
Cut-off Date Principal Balance per Unit
|
$23,683.12
|
||
Size (Units)
|
706
|
Percentage of Initial Pool Balance
|
1.4%
|
||
Total Occupancy as of 6/9/2014
|
91.2%
|
Number of Related Mortgage Loans
|
5
|
||
Owned Occupancy as of 6/9/2014
|
91.2%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
1979 / Various
|
Mortgage Rate
|
4.1950%
|
||
Appraised Value
|
$28,950,000
|
Original Term to Maturity (Months)
|
60
|
||
Original Amortization Term (Months)
|
300
|
||||
Original Interest Only Period (Months)
|
NAP
|
||||
Borrower Sponsor(1)
|
Domenic Ierullo and Mervyn S. Simpson | ||||
Underwritten Revenues
|
$5,089,987
|
||||
Underwritten Expenses
|
$2,875,172
|
||||
Underwritten Net Operating Income (NOI)
|
$2,214,815
|
Escrows
|
|||
Underwritten Net Cash Flow (NCF)
|
$2,054,947
|
Upfront
|
Monthly
|
||
Cut-off Date LTV Ratio
|
57.8%
|
Taxes
|
$327,321
|
$50,564
|
|
Maturity Date LTV Ratio
|
50.8%
|
Insurance
|
$353,093
|
$29,424
|
|
DSCR Based on Underwritten NOI / NCF
|
2.05x / 1.90x
|
Replacement Reserves
|
$0
|
$17,650
|
|
Debt Yield Based on Underwritten NOI / NCF
|
13.2% / 12.3%
|
Other(2)
|
$610,345
|
$0
|
Sources and Uses
|
||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||
Loan Amount
|
$16,750,000
|
71.1
|
% |
Loan Payoff
|
$21,925,968
|
93.0
|
% | |||
Principal’s New Cash Contribution
|
6,824,678
|
28.9
|
Reserves
|
1,290,759
|
5.5
|
|||||
Closing Costs
|
357,951
|
1.5
|
||||||||
Total Sources
|
$23,574,678
|
100.0
|
% |
Total Uses
|
$23,574,678
|
100.0
|
% |
|
(1)
|
Sedona Pointe and Gallery At Champions are two mortgage loans that are cross-collateralized and cross-defaulted. Domenic Ierullo, Don Ierullo Investments Incorporated and Mervyn S. Simpson are the guarantors of the non-recourse carveouts under the Sedona Pointe and Gallery at Champions mortgage loans.
|
|
(2)
|
Other upfront reserve represents a deferred maintenance reserve of $610,345.
|
Property Name
|
City
|
State
|
Year Built
|
Total
Units |
Occupancy(1)
|
Allocated
Cut-off Date Loan Amount |
% Allocated
Cut-off Date Loan Amount |
UW NCF
|
UW NCF
per Unit |
Appraised
Value |
||||||||||||||||
Sedona Pointe
|
Houston
|
TX
|
1979
|
352
|
93.8
|
% |
$8,451,977
|
50.5
|
% |
$1,005,358
|
$2,856
|
$13,690,000
|
||||||||||||||
Gallery At Champions
|
Houston
|
TX
|
1979
|
354
|
88.7
|
8,268,304
|
49.5
|
1,049,589
|
2,965
|
15,260,000
|
||||||||||||||||
Total / Wtd. Avg.
|
706
|
91.2
|
% |
$16,720,281
|
100.0
|
% |
$2,054,947
|
$2,911
|
$28,950,000
|
|
(1)
|
Occupancy as of June 9, 2014.
|
Unit Type
|
# of Units
|
Average SF per
Unit |
Monthly Market
Rent per Unit(1) |
Monthly Actual
Rent per Unit(2) |
Underwritten
Monthly Rent per Unit |
Underwritten Rent
|
||||||||||||
Efficiency
|
96
|
520
|
$524
|
$458
|
$458
|
$527,789
|
||||||||||||
1 Bed / 1 Bath
|
364
|
654
|
633
|
605
|
605
|
2,644,765
|
||||||||||||
2 Bed / 1 Bath
|
88
|
812
|
781
|
795
|
795
|
839,250
|
||||||||||||
2 Bed / 2 Bath
|
158
|
937
|
855
|
878
|
878
|
1,664,100
|
||||||||||||
Total / Wtd. Avg.
|
706
|
719
|
$686
|
$670
|
$670
|
$5,675,904
|
|
(1)
|
Source: Appraisal.
|
|
(2)
|
Based on average in-place rent per SF.
|
SEDONA POINTE AND GALLERY AT CHAMPIONS
|
2011
|
2012
|
2013
|
TTM 5/31/2014
|
|||
67.8%
|
79.5%
|
86.4%
|
86.8%
|
|
(1)
|
As provided by the borrower and which reflects the average monthly occupancy over the prior twelve months.
|
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 Sedona Pointe and Gallery At Champions Properties:
|
2011
|
2012
|
2013
|
TTM 5/31/2014
|
Underwritten
|
Underwritten
$ per Unit
|
|||||||||||||
Base Rent
|
$3,570,050
|
$4,213,025
|
$4,674,612
|
$4,754,459
|
$5,072,484
|
$7,185
|
||||||||||||
Gross up Vacancy
|
0
|
0
|
0
|
0
|
603,420
|
855
|
||||||||||||
Gross Potential Rent
|
$3,570,050
|
$4,213,025
|
$4,674,612
|
$4,754,459
|
$5,675,904
|
$8,040
|
||||||||||||
Vacancy, Credit Loss & Concessions
|
(644,113
|
)
|
(839,138
|
)
|
(684,552
|
)
|
(572,425
|
)
|
(995,885
|
)
|
(1,411
|
)
|
||||||
Non-Revenue Units
|
(49,476
|
)
|
(49,476
|
)
|
(50,206
|
)
|
(50,584
|
)
|
(51,066
|
)
|
(72
|
)
|
||||||
Total Rent Revenue
|
$2,876,461
|
$3,324,411
|
$3,939,854
|
$4,131,450
|
$4,628,953
|
$6,557
|
||||||||||||
Other Revenue(2)
|
306,947
|
409,932
|
433,168
|
461,034
|
461,034
|
653
|
||||||||||||
Effective Gross Income
|
$3,183,408
|
$3,734,343
|
$4,373,022
|
$4,592,484
|
$5,089,987
|
$7,210
|
||||||||||||
Total Operating Expenses
|
$2,377,853
|
$2,502,545
|
$2,607,059
|
$2,693,669
|
$2,875,172
|
$4,072
|
||||||||||||
Net Operating Income
|
$805,555
|
$1,231,798
|
$1,765,963
|
$1,898,815
|
$2,214,815
|
$3,137
|
||||||||||||
Replacement Reserves
|
0
|
0
|
0
|
0
|
159,868
|
226
|
||||||||||||
Net Cash Flow
|
$805,555
|
$1,231,798
|
$1,765,963
|
$1,898,815
|
$2,054,947
|
$2,911
|
|
(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 flow.
|
|
(2)
|
Other Revenue includes utility reimbursements, application fees, vending income, late fees, laundry income, and other miscellaneous revenues.
|
401 SOUTH LA BREA
|
Mortgaged Property Information
|
Mortgage Loan Information
|
||||
Number of Mortgaged Properties
|
1
|
Loan Seller
|
CGMRC
|
||
Location (City/State)
|
Los Angeles, California
|
Cut-off Date Principal Balance
|
$14,713,589
|
||
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$377.37
|
||
Size (SF)
|
38,990
|
Percentage of Initial Pool Balance
|
1.2%
|
||
Total Occupancy as of 3/31/2014
|
100.0%
|
Number of Related Mortgage Loans
|
None
|
||
Owned Occupancy as of 3/31/2014
|
100.0%
|
Type of Security
|
Fee Simple
|
||
Year Built / Latest Renovation
|
2013 / NAP
|
Mortgage Rate
|
4.5900%
|
||
Appraised Value
|
$25,700,000
|
Original Term to Maturity (Months)
|
120
|
||
Original Amortization Term (Months)
|
360
|
||||
Original Interest Only Term (Months)
|
NAP
|
||||
Borrower Sponsor(1)
|
CIM Group (CA), LLC
|
||||
Underwritten Revenues
|
$1,731,974
|
||||
Underwritten Expenses
|
$325,044
|
Escrows
|
|||
Underwritten Net Operating Income (NOI)
|
$1,406,929
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,383,284
|
Taxes
|
$112,622
|
$18,770
|
|
Cut-off Date LTV Ratio
|
57.3%
|
Insurance
|
$3,750
|
$750
|
|
Maturity Date LTV Ratio
|
46.5%
|
Replacement Reserves
|
$0
|
$487
|
|
DSCR Based on Underwritten NOI / NCF
|
1.55x / 1.53x
|
TI/LC
|
$0
|
$0
|
|
Debt Yield Based on Underwritten NOI / NCF
|
9.6% / 9.4%
|
Other(2)
|
$7,500
|
$0
|
Sources and Uses
|
||||||||||
Sources
|
$
|
%
|
Uses
|
$
|
%
|
|||||
Loan Amount
|
$14,750,000
|
99.8
|
% |
Loan Payoff
|
$11,079,023
|
75.0
|
% | |||
Other Sources
|
30,000
|
0.2
|
Principal Equity Distribution
|
3,517,232
|
23.8
|
|||||
Reserves
|
123,872
|
0.8
|
||||||||
Closing Costs
|
59,873
|
0.4
|
||||||||
Total Sources
|
$14,780,000
|
100.0
|
% |
Total Uses
|
$14,780,000
|
100.0
|
% |
|
(1)
|
CIM Group (CA), LLC is the guarantor of the non-recourse carveouts under the 401 South La Brea loan.
|
|
(2)
|
Other upfront reserve represents a deferred maintenance reserve of $7,500.
|
Tenant Name(1)
|
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 |
|||||||||||||
Orchard Supply Hardware
|
NR / A3 / A-
|
38,990
|
100.0
|
% |
$1,403,000
|
100.0
|
% |
$35.98
|
2/8/2029
|
3, 5-year options
|
|||||||||||
Total / Wtd. Avg. All Owned Tenants
|
38,990
|
100.0
|
% |
$1,403,000
|
100.0
|
% |
$35.98
|
|
(1)
|
Ratings for Orchard Supply Hardware represent those of the parent company, Lowe’s Companies, Inc. (“Lowe’s”), whether or not Lowe’s guarantees the lease.
|
401 SOUTH LA BREA
|
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
|
||||||||||||||
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
|
0
|
0.0
|
0.0
|
%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||||
2025 & Thereafter
|
38,990
|
100.0
|
100.0
|
%
|
1,403,000
|
100.0
|
35.98
|
1
|
||||||||||||||||
Vacant
|
0
|
0.0
|
100.0
|
%
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||||
Total / Wtd. Avg.
|
38,990
|
100.0
|
%
|
$1,403,000
|
100.0
|
%
|
$35.98
|
1
|
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 401 South La Brea Property:
|
Underwritten(3)
|
Underwritten
$ per SF
|
|||||
Base Rent
|
$1,403,000
|
$35.98
|
||||
Contractual Rent Steps
|
73,920
|
1.90
|
||||
Gross Up Vacancy
|
0
|
0
|
||||
Total Rent
|
$1,476,920
|
$37.88
|
||||
Total Reimbursables
|
290,405
|
7.45
|
||||
Other Income
|
0
|
0.00
|
||||
Vacancy & Credit Loss
|
(35,351
|
)
|
(0.91
|
)
|
||
Effective Gross Income
|
$1,731,974
|
$44.42
|
||||
Total Operating Expenses
|
$325,044
|
$8.34
|
||||
Net Operating Income
|
$1,406,929
|
$36.08
|
||||
TI/LC
|
17,797
|
0.46
|
||||
Capital Expenditures
|
5,849
|
0.15
|
||||
Net Cash Flow
|
$1,383,284
|
$35.48
|
|
(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)
|
There are no historical operating statements as construction of the improvements was completed in 2013 and Orchard Supply Hardware took occupancy and began operations in February 2014.
|
|
(3)
|
Underwritten Base Rent includes the present value of contractual rent steps (discounted at an 8.0% discount rate) pursuant to the Orchard Supply Hardware lease.
|
WESTGATE COMMONS AND OFFICE MAX
|
Mortgaged Property Information(1)
|
Mortgage Loan Information(4)
|
|||
Number of Mortgaged Properties
|
2
|
Loan Seller
|
RMF
|
|
Location (City/State)
|
Various
|
Cut-off Date Principal Balance
|
$14,050,000
|
|
Property Type
|
Retail
|
Cut-off Date Principal Balance per SF
|
$117.92
|
|
Size (SF)
|
119,147
|
Percentage of Initial Pool Balance
|
1.10%
|
|
Total Occupancy(2)
|
100.0%
|
Number of Related Mortgage Loans
|
2
|
|
Owned Occupancy(2)
|
100.0%
|
Type of Security
|
Fee Simple
|
|
Year Built / Latest Renovation
|
Various / Various
|
Mortgage Rate(5)
|
4.7000% & 4.6100%
|
|
Appraised Value
|
$18,600,000
|
Original Term to Maturity (Months)
|
120 & 84
|
|
Original Amortization Term (Months)
|
360
|
|||
Original Interest Only Period (Months)
|
60 & 36
|
|||
Borrower Sponsor(6)
|
Thomas C. Lund, John J. Graham and T. Chadwick Lund
|
|||
Underwritten Revenues
|
$1,688,431
|
|||
Underwritten Expenses
|
$353,825
|
Escrows
|
Underwritten Net Operating Income (NOI)
|
$1,334,606
|
Upfront
|
Monthly
|
||
Underwritten Net Cash Flow (NCF)
|
$1,231,723
|
Taxes
|
$4,358
|
$14,238
|
|
Cut-off Date LTV Ratio(3)
|
75.5%
|
Insurance
|
$33,253
|
$2,293
|
|
Maturity Date LTV Ratio(3)
|
69.6%
|
Replacement Reserves
|
$0
|
$1,632
|
|
DSCR Based on Underwritten NOI / NCF
|
1.53x / 1.41x
|
TI/LC(7)
|
$0
|
$6,942
|
|
Debt Yield Based on Underwritten NOI / NCF
|
9.5% / 8.8%
|
Other(8)
|
$13,438
|
$0
|
Sources
|
$
|
%
|
Uses
|
$
|
%
|
||||
Loan Amount
|
$14,050,000
|
97.2
|
% |
Loan Payoff
|
$14,042,776
|
97.2
|
% | ||
Principal’s New Cash Contribution
|
398,170
|
2.8
|
Closing Costs
|
354,345
|
2.5
|
||||
Upfront Reserves
|
51,049
|
0.4
|
|||||||
Total Sources
|
$14,448,170
|
100.0
|
% |
Total Uses
|
$14,448,170
|
100.0
|
% |
(1)
|
Westgate Commons and Office Max are two mortgage loans that are cross-collateralized and cross-defaulted.
|
(2)
|
Total Occupancy and Owned Occupancy were reported as of 5/31/2014 for the Westgate Commons Property and 5/23/2014 for the Office Max Property.
|
(3)
|
The Cut-off Date LTV Ratio, the Maturity Date LTV Ratio, the DSCR Based on Underwritten NOI / NCF and the Debt Yield Based on Underwritten NOI / NCF of the Westgate Commons mortgage loan and Office Max mortgage loan are presented in the aggregate.
|
(4)
|
The Westgate Commons mortgage loan and the Office Max mortgage loan may be released from the cross-collateralization and cross-default provided certain conditions are satisfied. See “Description of the Mortgage Pool-Certain Terms of the Mortgage Loans-Property Releases; Partial Defeasance” in the Prospectus Supplement.
|
(5)
|
The $11,150,000 loan related to Westgate Commons Property has an interest rate of 4.7000% and the $2,900,000 loan related to Office Max Property has an interest rate of 4.6100%.
|
(6)
|
Thomas C. Lund, John J. Graham and T. Chadwick Lund are the guarantors of the non-recourse carveouts under the Westgate Commons mortgage loan. Core Property Capital Fund II, LP is the guarantor of the non-recourse carevouts under the Office Max mortgage loan.
|
(7)
|
TI/LC reserve has a cap of $160,000 for the Westgate Commons mortgage loan and $40,000 for the Office Max mortgage loan.
|
(8)
|
Other upfront reserve represents a deferred maintenance reserve of $13,438.
|
Property Name
|
City
|
State
|
Year Built
|
Total Sq. Ft.
|
Occupancy(1)
|
Allocated Cut-
off Date Loan
Amount
|
% Allocated
Cut-off Date
Loan Amount
|
UW NCF
|
UW NCF per Sq. Ft.
|
Appraised Value
|
||||||||||
Westgate Commons
|
West Fargo
|
ND
|
2002
|
90,061
|
100.0%
|
$11,150,000
|
79.4%
|
$984,245
|
$10.93
|
$14,700,000
|
||||||||||
Office Max
|
Memphis
|
TN
|
1950
|
29,086
|
100.0
|
2,900,000
|
20.6
|
247,478
|
8.51
|
3,900,000
|
||||||||||
Total / Wtd. Avg.
|
119,147
|
100.0%
|
$14,050,000
|
100.0%
|
$1,231,723
|
$10.34
|
$18,600,000
|
(1)
|
Occupancy as of May 31, 2014 for the Westgate Commons Property and May 23, 2014 for the Office Max Property.
|
WESTGATE COMMONS AND OFFICE MAX
|
Tenant Name
|
Credit Rating
(Fitch/MIS/S&P)(1)
|
Tenant GLA
|
% of
Total
GLA
|
Mortgage Loan Collateral Interest
|
Total
Rent |
Total Rent
$ per SF
|
Lease Expiration
|
Tenant Sales $ per SF
|
Occupancy Cost
|
Renewal / Extension Options
|
|||||||||||
Anchors – Westgate Commons
|
|||||||||||||||||||||
Marshalls
|
AA / A3 / A+
|
46,661
|
39.2
|
% |
Yes
|
$582,432
|
$12.48
|
4/30/2024
|
NA
|
NA
|
|||||||||||
Total Anchors
|
46,661
|
39.2
|
% | ||||||||||||||||||
Jr. Anchors – Westgate Commons
|
|||||||||||||||||||||
David’s Bridal
|
NR / B3 / B
|
10,125
|
8.5
|
% |
Yes
|
182,974
|
18.07
|
11/30/2017
|
NA
|
NA
|
2, 5-year options
|
||||||||||
Famous Footwear
|
NR / B1 / B+
|
10,000
|
8.4
|
Yes
|
159,897
|
15.99
|
1/31/2017
|
NA
|
NA
|
2, 5-year options
|
|||||||||||
Jr. Anchors – Office Max
|
|||||||||||||||||||||
Office Max
|
24,000
|
20.1
|
Yes
|
$304,539
|
$12.69
|
10/31/2016
|
NA
|
NA
|
1, 5-year option
|
||||||||||||
Total Jr. Anchors
|
44,125
|
37.0
|
% | ||||||||||||||||||
Occupied In-line
|
28,361
|
23.8
|
% |
|
|
||||||||||||||||
Total Owned SF
|
119,147
|
100.0
|
% | ||||||||||||||||||
Total SF
|
119,147
|
100.0
|
% |
|
(1)
|
Certain ratings are those of the parent company whether or not the parent guarantees the lease.
|
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
|
||||||||||||||
Marshalls
|
AA / A3 / A+
|
46,661
|
% |
$464,277
|
% |
$9.95
|
4/30/2024
|
NA
|
NA
|
4, 5-year options
|
||||||||||||||
Office Max
|
B / B2 / B-
|
24,000
|
20.1
|
$240,000
|
16.9
|
10.00
|
10/31/2016
|
NA
|
NA
|
1, 5-year option
|
||||||||||||||
David’s Bridal
|
NR / B3 / B
|
10,125
|
155,925
|
15.40
|
11/30/2017
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||||
Famous Footwear
|
NR / B1 / B+
|
10,000
|
134,063
|
13.41
|
1/31/2017
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||||
Dress Barn
|
NR / NR / NR
|
8,125
|
121,875
|
15.00
|
12/31/2018
|
$175
|
10.1%
|
1, 5-year option
|
||||||||||||||||
Rue21
|
NR / NR / B-
|
7,250
|
103,313
|
14.25
|
1/31/2025
|
NA
|
NA
|
3, 5-year options
|
||||||||||||||||
Maurices
|
NR / NR / NR
|
3,850
|
78,925
|
20.50
|
1/31/2016
|
NA
|
NA
|
2, 5-year options
|
||||||||||||||||
Catherine’s
|
NR / NR / NR
|
4,050
|
64,800
|
16.00
|
8/31/2018
|
$125
|
15.0%
|
NA
|
||||||||||||||||
Cricket Communications
|
NR / A3 / A
|
5,086
|
4.3
|
56,267
|
4.0
|
11.06
|
1/31/2017
|
NA
|
NA
|
1, 5-year option
|
||||||||||||||
Largest Owned Tenants
|
119,147
|
100.0
|
% |
$1,419,445
|
100.0
|
% |
$11.91
|
|||||||||||||||||
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
|
119,147
|
100.0
|
% |
$1,419,445
|
100.0
|
% |
$11.91
|
|
(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, 2013.
|
WESTGATE COMMONS AND OFFICE MAX
|
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
|
% |
$0.00
|
0
|
|||||||||||
2014
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2015
|
0.0
|
0.0%
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
2016
|
2
|
||||||||||||||||||
2017
|
3
|
||||||||||||||||||
2018
|
2
|
||||||||||||||||||
2019
|
0.0
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2020
|
0.0
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2021
|
0.0
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2022
|
0.0
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2023
|
0.0
|
0
|
0.0
|
0.00
|
0
|
||||||||||||||
2024
|
464,277
|
1
|
|||||||||||||||||
2025 & Thereafter
|
103,313
|
1
|
|||||||||||||||||
Vacant
|
0
|
0.0
|
0
|
0.0
|
0.00
|
0
|
|||||||||||||
Total / Wtd. Avg.
|
119,147
|
100.0
|
% |
$1,419,445
|
100.0
|
% |
$11.91
|
9
|
|
(1)
|
Calculated based on approximate square footage occupied by each Owned Tenant.
|
2011
|
2012
|
2013
|
As of 5/23/2014(2)
|
|||||
Owned Space
|
100.0%
|
100.0%
|
NAV
|
100.0%
|
|
(1)
|
As provided by the borrower and represents average occupancy for the indicated year. The Office Max Property was purchased in March 2014, and the seller did not provide 2013 information during the six month purchase negotiations. The Westgate Commons Property was purchased in July 2013 and the seller of the property did not provide historical information. As such, historical leased information was not available.
|
|
(2)
|
Occupancy is as of 5/31/2014 for the Westgate Commons Property and 5/23/2014 for the Office Max Property.
|
2011
|
Underwritten(3)
|
Underwritten
$ per SF
|
||||||
Base Rent
|
$1,082,858
|
$1,419,445
|
$11.91
|
|||||
Contractual Rent Steps
|
0
|
0
|
0.00
|
|||||
Straight Line Rent
|
0
|
18,085
|
0.15
|
|||||
Gross Up Vacancy
|
0
|
0
|
0.00
|
|||||
Total Rent
|
$1,082,858
|
$1,437,530
|
$12.07
|
|||||
Total Reimbursables
|
222,700
|
320,421
|
2.69
|
|||||
Other Income
|
0
|
0
|
0.00
|
|||||
Less Vacancy & Credit Loss
|
0
|
(69,520
|
) |
(0.58)
|
||||
Effective Gross Income
|
$1,305,558
|
$1,688,431
|
$14.17
|
|||||
Total Operating Expenses
|
$227,952
|
$353,826
|
2.97
|
|||||
Net Operating Income
|
$1,077,607
|
$1,334,605
|
$11.20
|
|||||
TI/LC
|
0
|
83,303
|
0.70
|
|||||
Capital Expenditures
|
0
|
19,580
|
0.16
|
|||||
Net Cash Flow
|
$1,077,607
|
$1,231,723
|
$10.34
|
(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 Westgate Commons Property was purchased in July 2013 and the Office Max Property was purchased in March 2014. The property seller did not provide 2013 information for the Office Max Property or 2012 information for the Westgate Commons Property during the purchase negotiations.
|
|
(3)
|
Underwritten cash flow based on contractual rents as of 5/23/2014.
|
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)
|
—
|
Effective January 1, 2014, EU Regulation 575/2013 (the “CRR”) imposes on European Economic Area (“EEA”) credit institutions and investment firms investing in securitizations issued on or after January 1, 2011, or in securitizations issued prior to that date where new assets are added or substituted after December 31, 2014: (a) a requirement (the “Retention Requirement”) that the originator, sponsor or original lender of such securitization has explicitly disclosed that it will retain, on an ongoing basis, a material net economic interest which, in any event, shall not be less than 5%; and (b) a requirement (the “Due Diligence Requirement”) that the investing credit institution or investment firm has undertaken certain due diligence in respect of the securitization and the underlying exposures and has established procedures for monitoring them on an ongoing basis. National regulators in EEA member states impose penal risk weights on securitization investments in respect of which the Retention Requirement or the Due Diligence Requirement has not been satisfied in any material respect by reason of the negligence or omission of the investing credit institution or investment firm. If the Retention Requirement or the Due Diligence Requirement is not satisfied in respect of a securitization investment held by a non-EEA subsidiary of an EEA credit institution or investment firm, then an additional risk weight may be applied to such securitization investment when taken into account on a consolidated basis at the level of the EEA credit institution or investment firm. Requirements similar to the Retention Requirement and the Due Diligence Requirement (the “Similar Requirements”): (i) apply 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, will apply 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 or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issue of the certificates in accordance with Retention Requirement or to take any other action which may be required by EEA-regulated investors for the purposes of their compliance with Retention Requirement, the Due Diligence Requirement or Similar Requirements. Consequently, the offered certificates are not a suitable investment for EEA credit institutions, investment firms 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. This could adversely affect your ability to transfer offered certificates or the price you may receive upon your sale of offered certificates.
|
—
|
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 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 began phasing in on 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 and the attractiveness of investments in CMBS for such entities.
|
—
|
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, and final regulations were issued on December 10, 2013. Conformance with the Volcker Rule’s provisions is required by July 21, 2015, subject to the possibility of up to two one-year extensions granted by the Federal Reserve in its discretion. The Volcker Rule and the regulations adopted under the Volcker Rule restrict certain purchases or sales of securities generally and derivatives by banking entities if conducted on a proprietary trading basis. The Volcker Rule’s provisions may adversely affect the ability of banking entities to purchase and sell the certificates.
|
—
|
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.
|
—
|
For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of offered certificates will constitute “mortgage related securities”.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
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 loan combination) 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 loan combination) 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.
|
n
|
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity
|
—
|
Mortgage loans (or loan combinations) 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 loan combinations) on its stated maturity typically will depend upon its ability either to refinance the mortgage loan (or loan combinations) 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, in the case of Redwood Commercial Mortgage Corporation, a sponsor, a parent of such entity 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.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
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.
|
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 bankruptcy, 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 certain 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 each mortgage loan seller to the depositor would generally be respected as a sale in the event of the bankruptcy or insolvency of such mortgage loan seller. Such opinions, however, are subject to various assumptions and qualifications, and there can be no assurance that a bankruptcy trustee, 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. If GS 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 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). The transfer of the applicable mortgage loans by Goldman Sachs Mortgage Company to the depositor will not 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.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
n
|
Potential Conflicts of Interest of the Sponsors, Underwriters, the Master Servicer, the Special Servicer, the Operating Advisor, the Controlling Class Representative, Companion Loan Holders and Mezzanine Lenders
|
—
|
The sponsors, the underwriters, the master servicer, the special servicer, the operating advisor, the Controlling Class Representative, the holder of a companion loan (or its representative) 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 holder of a companion loan (or its representative) 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.
|
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 Realty Corp., 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 sponsors’ and/or their respective affiliates’ exposure to the mortgage loans. The offering of offered certificates will effectively transfer the sponsors’ and/or their respective affiliates’ 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 (including certain of the underwriters) 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.
|
SUMMARY OF CERTAIN RISK FACTORS (continued)
|
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 represent ownership (directly or through a grantor trust) of one or more 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 an investment in the offered certificates.
|
—
|
State, local and other 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, local and other tax consequences of an investment in the offered certificates.
|
Distribution of Loan Purpose
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
|||||||||||||
Loan Purpose
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
Refinance
|
54
|
$
|
929,044,985
|
75.4
|
%
|
$
|
17,204,537
|
2.01x
|
4.495%
|
114.5
|
59.2%
|
51.2%
|
|||||||||
Acquisition
|
26
|
218,667,855
|
17.7
|
$
|
8,410,302
|
1.75x
|
4.768%
|
112.5
|
69.7%
|
58.2%
|
|||||||||||
Recapitalization
|
3
|
84,354,156
|
6.8
|
$
|
28,118,052
|
1.71x
|
4.208%
|
114.5
|
61.7%
|
48.2%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Distribution of Amortization Types(1)
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
|||||||||||||
Amortization Type
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
Interest Only, Then Amortizing (2)
|
32
|
$
|
538,185,000
|
43.7
|
%
|
$
|
16,818,281
|
1.63x
|
4.582%
|
117.3
|
67.4%
|
57.3%
|
|||||||||
Interest Only
|
3
|
301,000,000
|
24.4
|
$
|
100,333,333
|
2.83x
|
4.232%
|
118.4
|
44.3%
|
43.3%
|
|||||||||||
Amortizing (30 Years)
|
34
|
253,640,157
|
20.6
|
$
|
7,460,005
|
1.69x
|
4.737%
|
110.7
|
65.8%
|
53.3%
|
|||||||||||
Amortizing (25 Years)
|
12
|
125,762,772
|
10.2
|
$
|
10,480,231
|
1.69x
|
4.504%
|
96.5
|
64.7%
|
49.2%
|
|||||||||||
Amortizing (27 Years)
|
1
|
11,483,923
|
0.9
|
$
|
11,483,923
|
1.24x
|
4.730%
|
119.0
|
73.1%
|
56.7%
|
|||||||||||
Amortizing (27.5 Years)
|
1
|
1,995,145
|
0.2
|
$
|
1,995,145
|
1.25x
|
5.560%
|
118.0
|
74.7%
|
60.2%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
(1) All of the mortgage loans will have balloon payments at maturity date.
|
|||||||||||||||||||||
(2) Original partial interest only months range from 12 to 60 months.
|
|||||||||||||||||||||
Distribution of Cut-off Date Balances
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
|||||||||||||
Range of Cut-off Balances ($)
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
1,995,145 - 4,999,999
|
29
|
$
|
95,063,897
|
7.7
|
%
|
$
|
3,278,065
|
1.62x
|
4.936%
|
113.4
|
67.7%
|
57.0%
|
|||||||||
5,000,000 - 9,999,999
|
26
|
170,770,997
|
13.9
|
$
|
6,568,115
|
1.71x
|
4.706%
|
96.8
|
66.3%
|
54.3%
|
|||||||||||
10,000,000 - 14,999,999
|
11
|
135,766,703
|
11.0
|
$
|
12,342,428
|
1.46x
|
4.667%
|
108.2
|
69.8%
|
60.2%
|
|||||||||||
15,000,000 - 19,999,999
|
3
|
53,695,356
|
4.4
|
$
|
17,898,452
|
1.56x
|
4.630%
|
119.0
|
68.8%
|
57.5%
|
|||||||||||
20,000,000 - 29,999,999
|
2
|
47,700,000
|
3.9
|
$
|
23,850,000
|
1.39x
|
4.681%
|
118.5
|
73.0%
|
64.9%
|
|||||||||||
30,000,000 - 49,999,999
|
6
|
205,646,297
|
16.7
|
$
|
34,274,383
|
1.67x
|
4.704%
|
119.0
|
70.5%
|
58.7%
|
|||||||||||
50,000,000 - 69,999,999
|
2
|
126,423,745
|
10.3
|
$
|
63,211,873
|
1.68x
|
4.437%
|
119.0
|
62.3%
|
56.1%
|
|||||||||||
70,000,000 - 89,999,999
|
1
|
70,000,000
|
5.7
|
$
|
70,000,000
|
1.71x
|
4.177%
|
119.0
|
60.3%
|
46.4%
|
|||||||||||
90,000,000 - 140,000,000
|
3
|
327,000,000
|
26.5
|
$
|
109,000,000
|
2.82x
|
4.203%
|
118.4
|
44.1%
|
39.4%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
$
|
1,995,145
|
|||||||||||||||||||
Max
|
$
|
140,000,000
|
|||||||||||||||||||
Average
|
$
|
14,844,181
|
Distribution of Underwritten Debt Service Coverage Ratios | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Range of Underwritten Debt Service
|
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
||||||||||||
Coverage Ratios (x)
|
Loans
|
Balance
|
Balance
|
Date Balance |
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
1.22 - 1.31
|
8
|
$
|
118,184,067
|
9.6
|
%
|
$
|
14,773,008
|
1.25x
|
4.787%
|
119.0
|
72.2%
|
64.1%
|
|||||||||
1.32 - 1.41
|
11
|
105,352,263
|
8.6
|
$
|
9,577,478
|
1.38x
|
4.600%
|
117.9
|
73.3%
|
60.2%
|
|||||||||||
1.42 - 1.51
|
18
|
158,839,506
|
12.9
|
$
|
8,824,417
|
1.47x
|
4.812%
|
113.5
|
72.3%
|
61.2%
|
|||||||||||
1.52 - 1.61
|
10
|
117,840,159
|
9.6
|
$
|
11,784,016
|
1.55x
|
4.551%
|
112.6
|
64.3%
|
52.2%
|
|||||||||||
1.62 - 1.71
|
10
|
155,573,697
|
12.6
|
$
|
15,557,370
|
1.68x
|
4.482%
|
114.3
|
66.3%
|
53.8%
|
|||||||||||
1.72 - 1.81
|
10
|
108,804,786
|
8.8
|
$
|
10,880,479
|
1.79x
|
4.539%
|
108.3
|
61.4%
|
57.0%
|
|||||||||||
1.82 - 1.91
|
3
|
22,314,351
|
1.8
|
$
|
7,438,117
|
1.88x
|
4.401%
|
74.0
|
54.2%
|
45.8%
|
|||||||||||
1.92 - 3.83
|
13
|
445,158,166
|
36.1
|
$
|
34,242,936
|
2.66x
|
4.343%
|
115.9
|
49.2%
|
42.6%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
1.22
|
||||||||||||||||||||
Max
|
3.83
|
||||||||||||||||||||
Average
|
1.94
|
||||||||||||||||||||
Distribution of Mortgage Interest Rates | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Mortgage
|
Cut-off Date |
% of Initial Pool
|
Average Cut-off |
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
|||||||||||||
Range of Mortgage Interest Rates (%)
|
Loans
|
Balance |
Balance
|
Date Balance |
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
3.860 - 3.999
|
1
|
$
|
140,000,000
|
11.4
|
%
|
$
|
140,000,000
|
3.83x
|
3.860%
|
119.0
|
27.2%
|
27.2%
|
|||||||||
4.000 - 4.249
|
6
|
112,224,372
|
9.1
|
$
|
18,704,062
|
1.73x
|
4.167%
|
96.4
|
59.9%
|
48.6%
|
|||||||||||
4.250 - 4.499
|
8
|
285,947,141
|
23.2
|
$
|
35,743,393
|
1.78x
|
4.384%
|
117.6
|
61.8%
|
51.1%
|
|||||||||||
4.500 - 4.749
|
23
|
349,883,602
|
28.4
|
$
|
15,212,331
|
1.65x
|
4.628%
|
116.0
|
67.3%
|
59.5%
|
|||||||||||
4.750 - 4.999
|
25
|
262,424,904
|
21.3
|
$
|
10,496,996
|
1.70x
|
4.823%
|
112.6
|
69.6%
|
58.2%
|
|||||||||||
5.000 - 5.249
|
10
|
38,148,460
|
3.1
|
$
|
3,814,846
|
1.54x
|
5.075%
|
118.1
|
66.2%
|
53.1%
|
|||||||||||
5.250 - 5.499
|
9
|
41,443,373
|
3.4
|
$
|
4,604,819
|
1.63x
|
5.366%
|
111.7
|
65.6%
|
53.9%
|
|||||||||||
5.500 - 5.560
|
1
|
1,995,145
|
0.2
|
$
|
1,995,145
|
1.25x
|
5.560%
|
118.0
|
74.7%
|
60.2%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
3.860%
|
||||||||||||||||||||
Max
|
5.560%
|
||||||||||||||||||||
Average
|
4.524%
|
Distribution of Cut-off Date Loan-to-Value Ratios | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Range of Cut-off Date Loan-to-Value
|
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
||||||||||||
Ratios (%)
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
27.2 - 44.9
|
3
|
$
|
150,611,797
|
12.2
|
%
|
$
|
50,203,932
|
3.73x
|
3.952%
|
117.0
|
28.2%
|
27.6%
|
|||||||||
45.0 - 49.9
|
1
|
4,500,000
|
0.4
|
$
|
4,500,000
|
2.92x
|
4.450%
|
118.0
|
45.3%
|
40.6%
|
|||||||||||
50.0 - 54.9
|
2
|
92,295,263
|
7.5
|
$
|
46,147,632
|
2.06x
|
4.327%
|
119.0
|
54.3%
|
40.9%
|
|||||||||||
55.0 - 59.9
|
9
|
214,805,313
|
17.4
|
$
|
23,867,257
|
1.91x
|
4.535%
|
111.3
|
58.7%
|
54.5%
|
|||||||||||
60.0 - 64.9
|
10
|
144,253,186
|
11.7
|
$
|
14,425,319
|
1.84x
|
4.408%
|
109.0
|
61.2%
|
48.2%
|
|||||||||||
65.0 - 69.9
|
18
|
217,583,702
|
17.7
|
$
|
12,087,983
|
1.67x
|
4.682%
|
110.5
|
66.5%
|
55.7%
|
|||||||||||
70.0 - 74.9
|
29
|
309,706,567
|
25.1
|
$
|
10,679,537
|
1.44x
|
4.725%
|
118.0
|
72.9%
|
61.4%
|
|||||||||||
75.0 - 83.4
|
11
|
98,311,169
|
8.0
|
$
|
8,937,379
|
1.41x
|
4.749%
|
114.1
|
76.1%
|
65.6%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
27.2%
|
||||||||||||||||||||
Max
|
83.4%
|
||||||||||||||||||||
Average
|
61.2%
|
||||||||||||||||||||
Distribution of Maturity Date Loan-to-Value Ratios(1) | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Range of Maturity Date Loan-to-Value
|
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
||||||||||||
Ratios (%)
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
27.2 - 39.9
|
4
|
$
|
158,399,454
|
12.9
|
%
|
$
|
39,599,863
|
3.62x
|
3.996%
|
117.1
|
29.5%
|
27.6%
|
|||||||||
40.0 - 44.9
|
5
|
116,862,557
|
9.5
|
$
|
23,372,511
|
2.09x
|
4.395%
|
119.0
|
55.9%
|
41.4%
|
|||||||||||
45.0 - 49.9
|
4
|
121,372,590
|
9.9
|
$
|
30,343,148
|
1.84x
|
4.410%
|
116.1
|
60.4%
|
46.3%
|
|||||||||||
50.0 - 54.9
|
19
|
197,185,010
|
16.0
|
$
|
10,378,158
|
1.61x
|
4.483%
|
106.0
|
65.4%
|
52.8%
|
|||||||||||
55.0 - 59.9
|
20
|
269,871,503
|
21.9
|
$
|
13,493,575
|
1.79x
|
4.663%
|
116.7
|
64.1%
|
57.5%
|
|||||||||||
60.0 - 64.9
|
20
|
228,249,865
|
18.5
|
$
|
11,412,493
|
1.56x
|
4.757%
|
111.0
|
71.2%
|
62.2%
|
|||||||||||
65.0 - 69.6
|
11
|
140,126,018
|
11.4
|
$
|
12,738,729
|
1.38x
|
4.735%
|
116.5
|
74.5%
|
66.9%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
(1) Maturity Date Loan-to-Value Ratio is calculated on the basis of the “as stabilized” appraised value for 19 mortgage loans.
|
|||||||||||||||||||||
Min
|
27.2%
|
||||||||||||||||||||
Max
|
69.6%
|
||||||||||||||||||||
Average
|
52.2%
|
Distribution of Original Terms to Maturity | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
|||||||||||||
Original Term to Maturity (Mos)
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
60
|
13
|
$
|
92,359,912
|
7.5
|
%
|
$
|
7,104,609
|
1.81x
|
4.479%
|
58.8
|
62.6%
|
55.0%
|
|||||||||
84
|
1
|
2,900,000
|
0.2
|
$
|
2,900,000
|
1.41x
|
4.610%
|
83.0
|
75.5%
|
69.6%
|
|||||||||||
120
|
69
|
1,136,807,085
|
92.3
|
$
|
16,475,465
|
1.95x
|
4.527%
|
118.7
|
61.1%
|
51.9%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
60
|
months
|
|||||||||||||||||||
Max
|
120
|
months
|
|||||||||||||||||||
Average
|
115
|
months
|
|||||||||||||||||||
Distribution of Remaining Terms to Maturity | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Range of Remaining Term to Maturity
|
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
||||||||||||
(Mos)
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
58 - 59
|
13
|
$
|
92,359,912
|
7.5
|
%
|
$
|
7,104,609
|
1.81x
|
4.479%
|
58.8
|
62.6%
|
55.0%
|
|||||||||
83
|
1
|
2,900,000
|
0.2
|
$
|
2,900,000
|
1.41x
|
4.610%
|
83.0
|
75.5%
|
69.6%
|
|||||||||||
117 - 119
|
69
|
1,136,807,085
|
92.3
|
$
|
16,475,465
|
1.95x
|
4.527%
|
118.7
|
61.1%
|
51.9%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
58
|
months
|
|||||||||||||||||||
Max
|
119
|
months
|
|||||||||||||||||||
Average
|
114
|
months
|
|||||||||||||||||||
Distribution of Original Amortization Terms | |||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||
Average Debt
|
Average
|
Average
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Remaining
|
Average
|
Average
|
||||||||||||||||
Mortgage
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Terms to
|
Cut-off
|
Maturity
|
|||||||||||||
Original Amortization Terms (Mos)
|
Loans
|
Balance
|
Balance
|
Date Balance
|
Ratio
|
Rate
|
Maturity (Mos)
|
Date LTV
|
Date LTV
|
||||||||||||
Interest Only
|
3
|
$
|
301,000,000
|
24.4
|
%
|
$
|
100,333,333
|
2.83x
|
4.232%
|
118.4
|
44.3%
|
43.3%
|
|||||||||
300
|
12
|
125,762,772
|
10.2
|
$
|
10,480,231
|
1.69x
|
4.504%
|
96.5
|
64.7%
|
49.2%
|
|||||||||||
301 - 360
|
68
|
805,304,225
|
65.4
|
$
|
11,842,709
|
1.65x
|
4.636%
|
115.3
|
67.0%
|
56.0%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
300
|
months
|
|||||||||||||||||||
Max
|
360
|
months
|
|||||||||||||||||||
Average
|
351
|
months
|
Distribution of Remaining Amortization Terms
|
|||||||||||||||||||||
Range of Remaining Amortization Terms
(Mos) |
Number of
Mortgage
Loans
|
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
Average Cut-off
Date Balance
|
Weighted
Average Debt
Service
Coverage
Ratio
|
Weighted
Average
Mortgage
Interest Rate
|
Weighted
Average
Remaining
Terms to
Maturity (Mos)
|
Weighted
Average
Cut-off
Date LTV
|
Weighted
Average
Maturity
Date LTV
|
||||||||||||
Interest Only
|
3
|
$
|
301,000,000
|
24.4
|
%
|
$
|
100,333,333
|
2.83x
|
4.232%
|
118.4
|
44.3%
|
43.3%
|
|||||||||
299 - 300
|
12
|
125,762,772
|
10.2
|
$
|
10,480,231
|
1.69x
|
4.504%
|
96.5
|
64.7%
|
49.2%
|
|||||||||||
301 - 360
|
68
|
805,304,225
|
65.4
|
$
|
11,842,709
|
1.65x
|
4.636%
|
115.3
|
67.0%
|
56.0%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
299
|
months
|
|||||||||||||||||||
Max
|
360
|
months
|
|||||||||||||||||||
Average
|
351
|
months
|
|||||||||||||||||||
Mortgage Loans with Original Partial Interest Only Period
|
|||||||||||||||||||||
Range of Original Partial Interest Only
Period (Mos)
|
Number of
Mortgage
Loans
|
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
Average Cut-off
Date Balance
|
Weighted
Average Debt
Service
Coverage
Ratio
|
Weighted
Average
Mortgage
Interest Rate
|
Weighted
Average
Remaining
Terms to
Maturity (Mos)
|
Weighted
Average
Cut-off
Date LTV
|
Weighted
Average
Maturity
Date LTV
|
||||||||||||
11 - 12
|
4
|
$
|
32,015,000
|
2.6
|
%
|
$
|
8,003,750
|
1.59x
|
4.628%
|
96.6
|
70.1%
|
61.0%
|
|||||||||
13 - 24
|
6
|
$
|
124,890,000
|
10.1
|
%
|
$
|
20,815,000
|
1.88x
|
4.472%
|
118.9
|
59.5%
|
46.9%
|
|||||||||
25 - 36
|
11
|
$
|
185,005,000
|
15.0
|
%
|
$
|
16,818,636
|
1.60x
|
4.519%
|
118.2
|
68.8%
|
56.5%
|
|||||||||
37 - 48
|
4
|
$
|
93,750,000
|
7.6
|
%
|
$
|
23,437,500
|
1.71x
|
4.759%
|
119.0
|
70.4%
|
63.4%
|
|||||||||
49 - 60
|
7
|
$
|
102,525,000
|
8.3
|
%
|
$
|
14,646,429
|
1.34x
|
4.655%
|
118.9
|
70.8%
|
64.5%
|
|||||||||
Distribution of Prepayment Provisions
|
|||||||||||||||||||||
Prepayment Provision
|
Number of
Mortgage
Loans
|
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
Average Cut-off
Date Balance
|
Weighted
Average Debt
Service
Coverage
Ratio
|
Weighted
Average
Mortgage
Interest Rate
|
Weighted
Average
Remaining
Terms to
Maturity (Mos)
|
Weighted
Average
Cut-off
Date LTV
|
Weighted
Average
Maturity
Date LTV
|
||||||||||||
Defeasance
|
71
|
$
|
990,399,136
|
80.4
|
%
|
$
|
13,949,284
|
2.03x
|
4.541%
|
115.5
|
60.5%
|
51.0%
|
|||||||||
Yield Maintenance
|
12
|
241,667,861
|
19.6
|
$
|
20,138,988
|
1.59x
|
4.452%
|
108.4
|
64.2%
|
57.4%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
Distribution of Debt Yields on Underwritten Net Operating Income
|
|||||||||||||||||||||
Range of Debt Yields on Underwritten
Net Operating Income (%) |
Number of Mortgage Loans
|
Cut-off Date Balance
|
% of Initial Pool
Balance
|
Average Cut-off
Date Balance
|
Weighted
Average Debt
Service
Coverage
Ratio
|
Weighted
Average
Mortgage
Interest Rate
|
Weighted
Average
Remaining
Terms to
Maturity (Mos)
|
Weighted
Average
Cut-off
Date LTV
|
Weighted
Average
Maturity
Date LTV
|
||||||||||||
7.8 - 7.9
|
2
|
$
|
51,850,000
|
4.2
|
%
|
$
|
25,925,000
|
1.23x
|
4.709%
|
119.0
|
69.7%
|
63.5%
|
|||||||||
8.0 - 8.9
|
6
|
122,673,923
|
10.0
|
$
|
20,445,654
|
1.56x
|
4.573%
|
119.0
|
66.5%
|
61.8%
|
|||||||||||
9.0 - 9.9
|
23
|
275,375,688
|
22.4
|
$
|
11,972,856
|
1.45x
|
4.644%
|
118.4
|
70.8%
|
59.0%
|
|||||||||||
10.0 - 10.9
|
16
|
273,136,430
|
22.2
|
$
|
17,071,027
|
1.77x
|
4.539%
|
112.5
|
63.4%
|
54.9%
|
|||||||||||
11.0 - 11.9
|
8
|
41,369,513
|
3.4
|
$
|
5,171,189
|
1.61x
|
4.823%
|
110.4
|
65.7%
|
49.6%
|
|||||||||||
12.0 - 12.9
|
12
|
93,944,402
|
7.6
|
$
|
7,828,700
|
1.68x
|
4.765%
|
102.8
|
67.5%
|
56.1%
|
|||||||||||
13.0 - 13.9
|
7
|
127,462,447
|
10.3
|
$
|
18,208,921
|
2.01x
|
4.373%
|
105.5
|
57.6%
|
44.8%
|
|||||||||||
14.0 - 14.9
|
1
|
5,250,000
|
0.4
|
$
|
5,250,000
|
2.23x
|
4.700%
|
119.0
|
58.3%
|
53.6%
|
|||||||||||
15.0 - 25.1
|
8
|
241,004,595
|
19.6
|
$
|
30,125,574
|
3.16x
|
4.234%
|
117.1
|
42.0%
|
36.9%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
7.8%
|
||||||||||||||||||||
Max
|
25.1%
|
||||||||||||||||||||
Average
|
11.5%
|
||||||||||||||||||||
Distribution of Debt Yields on Underwritten Net Cash Flow
|
|||||||||||||||||||||
Range of Debt Yields on Underwritten
Net Cash Flow (%)
|
Number of
Mortgage
Loans
|
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
Average Cut-off
Date Balance
|
Weighted
Average Debt
Service
Coverage
Ratio
|
Weighted
Average
Mortgage
Interest Rate
|
Weighted
Average
Remaining
Terms to
Maturity (Mos)
|
Weighted
Average
Cut-off
Date LTV
|
Weighted
Average
Maturity
Date LTV
|
||||||||||||
7.6 - 7.9
|
2
|
$
|
51,850,000
|
4.2
|
%
|
$
|
25,925,000
|
1.23x
|
4.709%
|
119.0
|
69.7%
|
63.5%
|
|||||||||
8.0 - 8.9
|
15
|
188,126,614
|
15.3
|
$
|
12,541,774
|
1.49x
|
4.650%
|
118.4
|
69.1%
|
63.3%
|
|||||||||||
9.0 - 9.9
|
25
|
381,177,855
|
30.9
|
$
|
15,247,114
|
1.62x
|
4.643%
|
116.1
|
67.4%
|
57.4%
|
|||||||||||
10.0 - 10.9
|
15
|
187,603,557
|
15.2
|
$
|
12,506,904
|
1.66x
|
4.508%
|
111.3
|
65.5%
|
52.8%
|
|||||||||||
11.0 - 11.9
|
13
|
64,547,925
|
5.2
|
$
|
4,965,225
|
1.75x
|
4.787%
|
95.3
|
63.2%
|
51.3%
|
|||||||||||
12.0 - 12.9
|
4
|
112,506,450
|
9.1
|
$
|
28,126,613
|
2.04x
|
4.308%
|
106.9
|
56.2%
|
43.3%
|
|||||||||||
13.0 - 13.9
|
5
|
65,771,564
|
5.3
|
$
|
13,154,313
|
2.09x
|
4.713%
|
116.7
|
65.6%
|
54.4%
|
|||||||||||
14.0 - 14.9
|
1
|
30,965,304
|
2.5
|
$
|
30,965,304
|
2.31x
|
4.777%
|
119.0
|
61.9%
|
46.3%
|
|||||||||||
15.0 - 22.1
|
3
|
149,517,727
|
12.1
|
$
|
49,839,242
|
3.78x
|
3.927%
|
117.0
|
28.1%
|
27.8%
|
|||||||||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
14,844,181
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
|||||||||
Min
|
7.6%
|
||||||||||||||||||||
Max
|
22.1%
|
||||||||||||||||||||
Average
|
10.7%
|
Distribution of Lockbox Types
|
||||||||
Lockbox Type
|
Number of
Mortgage
Loans
|
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
|||||
Hard
|
25
|
$
|
583,512,200
|
47.4
|
%
|
|||
Springing
|
44
|
472,146,686
|
38.3
|
|||||
Soft
|
6
|
128,906,508
|
10.5
|
|||||
Soft Springing
|
5
|
34,255,407
|
2.8
|
|||||
None
|
3
|
13,246,194
|
1.1
|
|||||
Total/Avg./Wtd.Avg.
|
83
|
$
|
1,232,066,996
|
100.0
|
%
|
|||
Distribution of Escrows
|
||||||||
Escrow Type
|
Number of
Mortgage
Loans
|
Cut-off Date
Balance
|
% of Initial Pool
Balance
|
|||||
Real Estate Tax
|
79
|
$
|
1,089,547,712
|
88.4
|
%
|
|||
Replacement Reserves(1)
|
77
|
$
|
882,327,356
|
71.6
|
%
|
|||
Insurance
|
61
|
$
|
613,749,937
|
49.8
|
%
|
|||
TI/LC(2)
|
32
|
$
|
436,165,879
|
60.8
|
%
|
Weighted
|
|||||||||||||||||||||
Weighted
|
Weighted
|
Average
|
|||||||||||||||||||
Average Debt
|
Average
|
Remaining
|
Weighted
|
Weighted
|
|||||||||||||||||
Number of
|
Service
|
Mortgage
|
Terms to
|
Average
|
Average
|
||||||||||||||||
Mortgaged
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Maturity
|
Cut-off
|
Maturity
|
|||||||||||||
Property Type / Detail
|
Properties
|
Balance(1)
|
Balance
|
Date Balance
|
Ratio(2)
|
Rate(2)
|
(Mos)(2)
|
Date LTV(2)
|
Date LTV(2)
|
||||||||||||
Retail
|
34
|
$
|
404,448,088
|
32.8
|
% |
$
|
11,895,532
|
1.57x
|
4.551%
|
116.4
|
67.7%
|
55.5%
|
|||||||||
Anchored
|
18
|
223,488,953
|
18.1
|
$
|
12,416,053
|
1.57x
|
4.630%
|
115.9
|
69.2%
|
58.6%
|
|||||||||||
Super Regional Mall
|
1
|
70,000,000
|
5.7
|
$
|
70,000,000
|
1.71x
|
4.177%
|
119.0
|
60.3%
|
46.4%
|
|||||||||||
Power Center/Big Box
|
1
|
39,930,994
|
3.2
|
$
|
39,930,994
|
1.37x
|
4.359%
|
119.0
|
73.3%
|
53.6%
|
|||||||||||
Single Tenant Retail
|
4
|
27,339,497
|
2.2
|
$
|
6,834,874
|
1.55x
|
4.743%
|
118.2
|
61.3%
|
50.1%
|
|||||||||||
Shadow Anchored
|
5
|
23,924,235
|
1.9
|
$
|
4,784,847
|
1.43x
|
4.768%
|
118.8
|
74.0%
|
64.4%
|
|||||||||||
Unanchored
|
5
|
19,764,410
|
1.6
|
$
|
3,952,882
|
1.64x
|
4.854%
|
101.4
|
67.2%
|
53.9%
|
|||||||||||
Hospitality
|
11
|
$
|
210,532,839
|
17.1
|
% |
$
|
19,139,349
|
1.99x
|
4.561%
|
111.5
|
62.3%
|
48.3%
|
|||||||||
Full Service
|
4
|
100,720,356
|
8.2
|
$
|
25,180,089
|
1.87x
|
4.583%
|
112.0
|
65.0%
|
51.0%
|
|||||||||||
Limited Service
|
6
|
55,812,483
|
4.5
|
$
|
9,302,080
|
2.15x
|
4.771%
|
103.4
|
65.0%
|
50.7%
|
|||||||||||
Select Service
|
1
|
54,000,000
|
4.4
|
$
|
54,000,000
|
2.07x
|
4.301%
|
119.0
|
54.4%
|
40.8%
|
|||||||||||
Multifamily
|
19
|
$
|
168,967,000
|
13.7
|
% |
$
|
8,893,000
|
1.46x
|
4.649%
|
103.9
|
67.9%
|
60.1%
|
|||||||||
Garden
|
16
|
136,420,879
|
11.1
|
$
|
8,526,305
|
1.49x
|
4.635%
|
100.4
|
67.5%
|
59.7%
|
|||||||||||
High Rise
|
1
|
18,850,000
|
1.5
|
$
|
18,850,000
|
1.22x
|
4.750%
|
119.0
|
67.9%
|
62.4%
|
|||||||||||
Student Housing
|
2
|
13,696,121
|
1.1
|
$
|
6,848,061
|
1.46x
|
4.649%
|
119.0
|
72.2%
|
61.1%
|
|||||||||||
Mixed Use
|
3
|
$
|
155,412,028
|
12.6
|
% |
$
|
51,804,009
|
3.59x
|
3.945%
|
119.0
|
31.6%
|
30.8%
|
|||||||||
Office/Retail
|
3
|
155,412,028
|
12.6
|
$
|
51,804,009
|
3.59x
|
3.945%
|
119.0
|
31.6%
|
30.8%
|
|||||||||||
Office
|
10
|
$
|
139,512,500
|
11.3
|
% |
$
|
13,951,250
|
2.02x
|
4.660%
|
117.6
|
62.0%
|
57.1%
|
|||||||||
CBD
|
8
|
130,312,500
|
10.6
|
$
|
16,289,063
|
2.06x
|
4.653%
|
117.5
|
60.8%
|
56.7%
|
|||||||||||
General Suburban
|
1
|
5,000,000
|
0.4
|
$
|
5,000,000
|
1.47x
|
4.589%
|
119.0
|
83.4%
|
63.4%
|
|||||||||||
Medical
|
1
|
4,200,000
|
0.3
|
$
|
4,200,000
|
1.43x
|
4.965%
|
119.0
|
74.3%
|
62.7%
|
|||||||||||
Senior Housing
|
2
|
$
|
77,285,566
|
6.3
|
% |
$
|
38,642,783
|
1.76x
|
4.551%
|
119.0
|
61.5%
|
59.3%
|
|||||||||
Independent Living
|
2
|
77,285,566
|
6.3
|
$
|
38,642,783
|
1.76x
|
4.551%
|
119.0
|
61.5%
|
59.3%
|
|||||||||||
Self Storage
|
14
|
$
|
47,523,211
|
3.9
|
% |
$
|
3,394,515
|
1.51x
|
4.920%
|
105.9
|
70.3%
|
58.4%
|
|||||||||
Industrial
|
2
|
$
|
16,283,923
|
1.3
|
% |
$
|
8,141,961
|
1.38x
|
4.695%
|
119.0
|
70.2%
|
56.4%
|
|||||||||
Warehouse
|
1
|
11,483,923
|
0.9
|
$
|
11,483,923
|
1.24x
|
4.730%
|
119.0
|
73.1%
|
56.7%
|
|||||||||||
Flex
|
1
|
4,800,000
|
0.4
|
$
|
4,800,000
|
1.71x
|
4.610%
|
119.0
|
63.4%
|
55.6%
|
|||||||||||
Manufactured Housing
|
3
|
$
|
10,414,342
|
0.8
|
% |
$
|
3,471,447
|
1.77x
|
5.165%
|
119.0
|
49.8%
|
38.7%
|
|||||||||
Parking
|
1
|
$
|
1,687,500
|
0.1
|
% |
$
|
1,687,500
|
2.07x
|
4.783%
|
119.0
|
66.7%
|
60.0%
|
|||||||||
Garage
|
1
|
1,687,500
|
0.1
|
$
|
1,687,500
|
2.07x
|
4.783%
|
119.0
|
66.7%
|
60.0%
|
|||||||||||
Total / Wtd Avg
|
99
|
$
|
1,232,066,996
|
100.0
|
% |
$
|
12,445,121
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
(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
|
Average
|
||||||||||||||||
Mortgaged
|
Cut-off Date
|
% of Initial Pool
|
Average Cut-off
|
Coverage
|
Interest
|
Maturity
|
Cut-off
|
Maturity
|
|||||||||||||
Property Location
|
Properties
|
Balance(1)
|
Balance
|
Date Balance
|
Ratio(2)
|
Rate(2)
|
(Mos)(2)
|
Date LTV(2)
|
Date LTV(2)
|
||||||||||||
New York
|
7
|
$
|
274,751,217
|
22.3
|
%
|
$
|
39,250,174
|
2.91x
|
4.132%
|
119.0
|
42.9%
|
35.6%
|
|||||||||
California
|
6
|
177,353,589
|
14.4
|
$
|
29,558,931
|
1.70x
|
4.388%
|
114.9
|
61.7%
|
54.1%
|
|||||||||||
Texas
|
19
|
140,005,960
|
11.4
|
$
|
7,368,735
|
1.51x
|
4.631%
|
96.6
|
67.9%
|
59.2%
|
|||||||||||
Washington
|
8
|
102,594,070
|
8.3
|
$
|
12,824,259
|
2.05x
|
4.630%
|
117.1
|
58.0%
|
54.3%
|
|||||||||||
Maryland
|
3
|
74,116,928
|
6.0
|
$
|
24,705,643
|
1.53x
|
4.464%
|
118.9
|
64.1%
|
50.0%
|
|||||||||||
Tennessee
|
4
|
73,210,843
|
5.9
|
$
|
18,302,711
|
1.91x
|
4.827%
|
117.6
|
68.7%
|
54.8%
|
|||||||||||
Florida
|
6
|
66,043,257
|
5.4
|
$
|
11,007,209
|
1.78x
|
4.722%
|
118.8
|
69.4%
|
61.9%
|
|||||||||||
North Carolina
|
3
|
50,323,394
|
4.1
|
$
|
16,774,465
|
1.40x
|
4.503%
|
119.0
|
73.9%
|
54.3%
|
|||||||||||
Virginia
|
6
|
42,283,607
|
3.4
|
$
|
7,047,268
|
1.38x
|
4.859%
|
118.4
|
72.4%
|
61.8%
|
|||||||||||
Louisiana
|
3
|
36,040,192
|
2.9
|
$
|
12,013,397
|
1.67x
|
4.680%
|
108.5
|
71.2%
|
60.6%
|
|||||||||||
Indiana
|
4
|
31,750,000
|
2.6
|
$
|
7,937,500
|
1.45x
|
4.840%
|
119.0
|
74.9%
|
67.5%
|
|||||||||||
Georgia
|
3
|
25,677,547
|
2.1
|
$
|
8,559,182
|
1.53x
|
4.724%
|
118.8
|
64.4%
|
58.4%
|
|||||||||||
West Virginia
|
2
|
13,646,194
|
1.1
|
$
|
6,823,097
|
1.49x
|
4.653%
|
119.0
|
72.8%
|
61.6%
|
|||||||||||
Pennsylvania
|
1
|
13,285,566
|
1.1
|
$
|
13,285,566
|
1.51x
|
4.910%
|
119.0
|
69.9%
|
57.3%
|
|||||||||||
Alabama
|
3
|
12,742,727
|
1.0
|
$
|
4,247,576
|
2.22x
|
4.947%
|
95.1
|
56.0%
|
48.6%
|
|||||||||||
District of Columbia
|
1
|
11,625,000
|
0.9
|
$
|
11,625,000
|
1.29x
|
4.660%
|
119.0
|
72.7%
|
66.7%
|
|||||||||||
North Dakota
|
1
|
11,150,000
|
0.9
|
$
|
11,150,000
|
1.41x
|
4.700%
|
119.0
|
75.5%
|
69.6%
|
|||||||||||
Nevada
|
2
|
8,780,296
|
0.7
|
$
|
4,390,148
|
1.74x
|
5.044%
|
118.3
|
61.6%
|
50.7%
|
|||||||||||
Michigan
|
2
|
8,584,133
|
0.7
|
$
|
4,292,066
|
1.78x
|
4.852%
|
118.6
|
71.6%
|
58.7%
|
|||||||||||
Illinois
|
1
|
6,400,000
|
0.5
|
$
|
6,400,000
|
1.31x
|
4.860%
|
119.0
|
73.6%
|
64.9%
|
|||||||||||
Wisconsin
|
2
|
6,193,202
|
0.5
|
$
|
3,096,601
|
1.71x
|
4.867%
|
59.0
|
70.6%
|
65.1%
|
|||||||||||
South Carolina
|
1
|
6,117,402
|
0.5
|
$
|
6,117,402
|
1.98x
|
4.320%
|
59.0
|
65.1%
|
59.5%
|
|||||||||||
Arizona
|
1
|
5,700,000
|
0.5
|
$
|
5,700,000
|
1.43x
|
4.650%
|
119.0
|
72.7%
|
63.9%
|
|||||||||||
New Jersey
|
1
|
5,693,698
|
0.5
|
$
|
5,693,698
|
1.74x
|
4.830%
|
59.0
|
61.9%
|
45.6%
|
|||||||||||
Connecticut
|
2
|
5,687,199
|
0.5
|
$
|
2,843,599
|
1.53x
|
5.050%
|
118.0
|
71.1%
|
58.7%
|
|||||||||||
Ohio
|
1
|
4,800,000
|
0.4
|
$
|
4,800,000
|
1.71x
|
4.610%
|
119.0
|
63.4%
|
55.6%
|
|||||||||||
Mississippi
|
1
|
4,003,786
|
0.3
|
$
|
4,003,786
|
1.37x
|
5.210%
|
118.0
|
74.8%
|
58.3%
|
|||||||||||
New Hampshire
|
1
|
3,496,121
|
0.3
|
$
|
3,496,121
|
1.70x
|
4.820%
|
119.0
|
68.6%
|
56.1%
|
|||||||||||
Colorado
|
1
|
3,296,172
|
0.3
|
$
|
3,296,172
|
1.59x
|
4.620%
|
119.0
|
72.4%
|
57.1%
|
|||||||||||
Idaho
|
1
|
2,525,009
|
0.2
|
$
|
2,525,009
|
1.63x
|
5.315%
|
119.0
|
62.2%
|
51.7%
|
|||||||||||
Utah
|
1
|
2,194,743
|
0.2
|
$
|
2,194,743
|
1.55x
|
4.750%
|
118.0
|
70.8%
|
57.9%
|
|||||||||||
Kentucky
|
1
|
1,995,145
|
0.2
|
$
|
1,995,145
|
1.25x
|
5.560%
|
118.0
|
74.7%
|
60.2%
|
|||||||||||
Total
|
99
|
$
|
1,232,066,996
|
100.0
|
%
|
$
|
12,445,121
|
1.94x
|
4.524%
|
114.1
|
61.2%
|
52.2%
|
(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 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Midland Loan Services
|
||||
(a Division of PNC Bank, National Association)
|
Principal Distribution Detail
|
5
|
|||
10851 Mastin Street, Suite 700
|
|
|
|||
Overland Park, KS 66210
|
Reconciliation Detail
|
6
|
|||
|
|
Stratification Detail
|
7
|
||
Operating Advisor
|
Trimont Real Estate Advisors, Inc.
|
||||
3424 Peachtree Road NE
|
Mortgage Loan Detail
|
11
|
|||
Suite 2200
|
|||||
Atlanta, Georgia 30326
|
NOI Detail
|
12 | |||
|
|
Delinquency Loan Detail
|
13
|
||
Trustee / Custodian |
Deutsche Bank Trust Company Americas
|
||||
1761 East St. Andrew Place
|
Appraisal Reduction Detail
|
15
|
|||
Santa Ana, CA 92705
|
|||||
Loan Modification Detail
|
17
|
||||
Special Servicer
|
Rialto Capital Advisors, LLC
|
Specially Serviced Loan Detail
|
19
|
||
790 NW 107th Ave
|
|||||
4th Floor
|
Unscheduled Principal Detail
|
21
|
|||
Miami, FL 33172
|
|||||
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
|
Page 1 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Page 2 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
|
|
|
|||||||||
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
|
Page 3 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Page 4 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Page 5 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
|
Operating Advisor 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
|
|||||||||
Prepayment Premiums
|
Yield Maintenance Charges Distribution
|
|||||||||
Other Charges
|
Prepayment Premiums Distribution
|
|||||||||
Total Other Funds Available:
|
Total Distribution to Certificateholders:
|
|||||||||
Total Funds Available
|
Total Funds Allocated
|
|||||||||
Reports Available at www.sf.citidirect.com
|
Page 6 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
|||
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
|
|||||||||||||
Reports Available at www.sf.citidirect.com
|
Page 7 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
|||
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
|
Reports Available at www.sf.citidirect.com
|
Page 8 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
|||
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
|
Reports Available at www.sf.citidirect.com
|
Page 9 of 24 |
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
|||
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
|
Reports Available at www.sf.citidirect.com
|
Page 10 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 11 of 24 |
© Copyright 2014 Citigroup
|
Distribution Date:
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
||
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 12 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
|||
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
|
Reports Available at www.sf.citidirect.com
|
Page 13 of 24 |
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Page 14 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 15 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Page 16 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Page 17 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 18 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
Specially Serviced Loan 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
|
Reports Available at www.sf.citidirect.com
|
Page 19 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
Historical Specially Serviced Loan 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
|
Reports Available at www.sf.citidirect.com
|
Page 20 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 21 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 22 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 23 of 24
|
© Copyright 2014 Citigroup
|
Distribution Date:
|
|
Citigroup Commercial Mortgage Trust 2014-GC23
|
|
Determination Date:
|
|
Commercial Mortgage Pass-Through Certificates
|
|
Series 2014-GC23
|
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
|
Reports Available at www.sf.citidirect.com
|
Page 24 of 24
|
© Copyright 2014 Citigroup
|
(1)
|
Whole Loan; Ownership of Mortgage Loans. Except with respect to a Mortgage Loan that is part of a Loan Combination, each Mortgage Loan is a whole loan and not a participation interest in a Mortgage Loan. Each Mortgage Loan that is part of a Loan Combination 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, any related Outside 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”).
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(3)
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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
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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 a Loan Combination, the rights of the holders of the related Companion Loan pursuant to the related Co-Lender Agreement; provided that none of 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
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Encumbrances are mortgage liens that are senior to or coordinate and co-equal with the lien of the related Mortgage. Such Title Policy (or, if it has yet to be issued, the coverage to be provided thereby) is in full force and effect, all premiums thereon have been paid and no claims have been made by the Sponsor thereunder and no claims have been paid thereunder. Neither the Sponsor, nor to the Sponsor’s knowledge, any other holder of the Mortgage Loan, has done, by act or omission, anything that would materially impair the coverage under such Title Policy.
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(7)
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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, mechanic’s and materialmen’s 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.
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(8)
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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.
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(9)
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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, 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.
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(10)
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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.
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(11)
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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
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Mortgage and that prior to the Cut-off Date have become delinquent in respect of each related Mortgaged Property have been paid, or an escrow of funds has been established in an amount sufficient to cover such payments and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, real estate taxes and governmental assessments and other outstanding governmental charges and installments thereof shall not be considered delinquent until the earlier of (a) the date on which interest and/or penalties would first be payable thereon and (b) the date on which enforcement action is entitled to be taken by the related taxing authority.
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(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 Services (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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do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements on adjoining parcels encroach onto the related Mortgaged Property except for encroachments that do not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy. No improvements encroach upon any easements except for encroachments the removal of which would not materially and adversely affect the value or current use of such Mortgaged Property or for which insurance or endorsements were obtained under the Title Policy.
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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.
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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 related Loan Combination) was originated at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Loan Combination) on such date or (ii) at the Closing Date at least equal to 80% of the adjusted issue price of the Mortgage Loan (or related Loan Combination) 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 for securitization, there are no material violations of applicable zoning ordinances, building codes and
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land laws (collectively “Zoning Regulations”) with respect to the improvements located on or forming part of each Mortgaged Property securing a Mortgage Loan as of the date of origination of such Mortgage Loan (or related Loan Combination, as applicable) or as of the Cut-off Date, other than those which (i) are insured by the Title Policy or a law and ordinance insurance policy or (ii) would not have a material adverse effect on the value, operation or net operating income of the Mortgaged Property. The terms of the Loan Documents require the Mortgagor to comply in all material respects with all applicable governmental regulations, zoning and building laws.
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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 (but, in some cases, only to the extent there is sufficient cash flow generated by the related Mortgaged Property to prevent such waste).
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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 Loan
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Combination) outstanding after the release, the Mortgagor is required to make a payment of principal in an amount not less than the amount required by the REMIC Provisions.
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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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Documents), (a) the related Mortgaged Property, or any equity interest of greater than 50% in the related Mortgagor, is directly or indirectly pledged, transferred or sold, other than as related to (i) family and estate planning transfers or transfers upon death or legal incapacity, (ii) transfers to certain affiliates as defined in the related Loan Documents, (iii) transfers of less than, or other than, a controlling interest in the related Mortgagor, (iv) transfers to another holder of direct or indirect equity in the Mortgagor, a specific Person designated in the related Loan Documents or a Person satisfying specific criteria identified in the related Loan Documents, such as a qualified equityholder, (v) transfers of stock or similar equity units in publicly traded companies or (vi) a substitution or release of collateral within the parameters of paragraphs (27) and (32) herein or the exceptions thereto set forth on Annex E-2, or (vii) as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement by reason of any mezzanine debt that existed at the origination of the related Mortgage Loan, or future permitted mezzanine debt as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (b) the related Mortgaged Property is encumbered with a subordinate lien or security interest against the related Mortgaged Property, other than (i) any Companion Loan of any Mortgage Loan or any subordinate debt that existed at origination and is permitted under the related Loan Documents, (ii) purchase money security interests (iii) any Mortgage Loan that is cross-collateralized and cross-defaulted with another Mortgage Loan, as set forth on an exhibit to the applicable Mortgage Loan Purchase Agreement or (iv) Permitted Encumbrances. The Mortgage or other Loan Documents provide that to the extent any Rating Agency fees are incurred in connection with the review of and consent to any transfer or encumbrance, the Mortgagor is responsible for such payment along with all other reasonable out-of-pocket fees and expenses incurred by the Mortgagee relative to such transfer or encumbrance.
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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, 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 (A) 110% of the allocated loan amount for the real property to be released and (B) 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 assumption) by a Single-Purpose Entity; (vi) the Mortgagor is required to provide an opinion of counsel that the Mortgagee
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has a perfected security interest in such collateral prior to any other claim or interest; and (vii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable out-of-pocket expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.
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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 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)
|
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
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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)
|
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)
|
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 the 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)
|
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 the 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 Loan Combination, 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, in the case of either (a) or (b), materially and adversely affects the value of the Mortgage Loan or the value, use or operation of the related Mortgaged Property, provided, however, that this representation
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and warranty does not cover any default, breach, violation or event of acceleration that specifically pertains to or arises out of an exception scheduled to any other representation and warranty made by the Sponsor in this Annex E-1 (including, but not limited to, the prior sentence). No person other than the holder of such Mortgage Loan may declare any event of default under the Mortgage Loan or accelerate any indebtedness under the Loan Documents.
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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)
|
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 Loan Combination, 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)
|
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 were 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 Investors Service, Inc., Standard & Poor’s Ratings Services and/or Fitch Ratings, Inc.; (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 appraisal contains a statement, or is accompanied by a letter from the appraiser, to the effect that the appraisal was
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performed in accordance with the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as in effect on the date such Mortgage Loan was originated.
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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)
|
Cross-Collateralization. Except with respect to a Mortgage Loan that is part of a Loan Combination, 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)
|
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)
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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.
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Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
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(6) Permitted Liens; Title Insurance
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Centre Properties Portfolio (No.11)
|
The Mortgaged Property is subject to a recorded easement for a gas utility line underneath a portion of the improvements located at the individual Mortgaged Property identified as Greendale.
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(16) Insurance
|
28-40 West 23rd Street (No. 1)
|
The Loan Documents provide that, upon satisfaction of certain conditions, proceeds in respect of a property loss below $7.5MM are to be disbursed by the Mortgagee to the Mortgagor upon receipt. In such cases, the property loss may exceed five percent (5%) of the then-outstanding principal amount of the loan, and the Mortgagee does not maintain the right to hold and disburse such proceeds as the repair or restoration progresses.
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(24) Local Law Compliance
|
28-40 West 23rd Street (No. 1)
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The certificate of occupancy for a portion of the Mortgaged Property occupied by the second largest tenant, Home Depot, incorrectly classifies the current use of the Mortgaged Property. The current use of the Mortgaged Property is a permitted use under the zoning code, and the Mortgagor covenanted in the Mortgage Loan documents to use good faith, commercially reasonable efforts to obtain an updated certificate of occupancy reflecting the proper use classification. Additionally, the Mortgaged Property is subject to several outstanding NYC Department of Building violations and other municipal violations.
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(24) Local Law Compliance
|
317 Glenmore Avenue (No. 30)
|
The certificate of occupancy for the related Mortgaged Property currently incorrectly classifies the current use of the Mortgaged Property. The current use of the Mortgaged Property is a permitted use under the zoning code, and the Mortgage Loan documents require that the related Mortgagor obtain an updated certificate of occupancy reflecting the proper use classification within twelve (12) months of the origination of the Mortgage Loan (subject to extension if Mortgagor is diligently pursuing the same). Additionally, the Mortgaged Property is subject to several outstanding NYC Department of Building violations and other municipal violations.
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(24) Local Law Compliance
|
Long Meadow Shopping Center (No.36)
|
As of the origination date of the Mortgage Loan, the Mortgaged Property is subject to two open violations of record relating to (i) the installation of enclosures around the trash dumpsters, and (ii) repairs to display windows relating to the portion of the Mortgaged Property formerly occupied by Sears. The Mortgagor is required under the Mortgage Loan Documents to close out the violations (i) related to the installation of enclosures around the trash dumpsters by August 30, 2014, and (ii) related to the display windows relating to the portion of the Mortgaged Property formerly occupied by Sears by September 11, 2014. Additionally, the Mortgaged Property is subject to several open building permits that the related Mortgagor is required to use its best efforts to close and/or remove of record within 180 days of origination and to pay any and all fees, fines or penalties associated with such open permits.
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(25) Licenses and Permits
|
28-40 West 23rd Street (No. 1)
|
The certificate of occupancy for a portion of the Mortgaged Property occupied by the second largest tenant, Home Depot, incorrectly classifies the current use of the Mortgaged Property. The current use of the Mortgaged Property is a permitted use under the zoning code, and the Mortgagor covenanted in the Mortgage Loan documents to use good faith, commercially reasonable efforts to obtain an updated certificate of
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occupancy reflecting the proper use classification. Additionally, the Mortgaged Property is subject to several outstanding NYC Department of Building violations and other municipal violations. | ||||
(25) Licenses and Permits
|
317 Glenmore Avenue (No. 30)
|
The certificate of occupancy for the related Mortgaged Property currently incorrectly classifies the current use of the Mortgaged Property. The current use of the Mortgaged Property is a permitted use under the zoning code, and the Mortgage Loan documents require that the related Mortgagor obtain an updated certificate of occupancy reflecting the proper use classification within twelve (12) months of the origination of the Mortgage Loan (subject to extension if Mortgagor is diligently pursuing the same). Additionally, the Mortgaged Property is subject to several outstanding NYC Department of Building violations and other municipal violations.
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(25) Licenses and Permits
|
Long Meadow Shopping Center (No. 36)
|
As of the origination date of the Mortgage Loan, the Mortgaged Property is subject to two open violations of record relating to (i) the installation of enclosures around the trash dumpsters, and (ii) repairs to display windows relating to the portion of the Mortgaged Property formerly occupied by Sears. The Mortgagor is required under the Mortgage Loan Documents to close out the violations (i) related to the installation of enclosures around the trash dumpsters by August 30, 2014, and (ii) related to the display windows relating to the portion of the Mortgaged Property formerly occupied by Sears by September 11, 2014. Additionally, the Mortgaged Property is subject to several open building permits that the related Mortgagor is required to use its best efforts to close and/or remove of record within 180 days of origination and to pay any and all fees, fines or penalties associated with such open permits.
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(26) Recourse Obligations
|
28-40 West 23rd Street (No. 1)
|
The Loan Documents do not provide for the Mortgage Loan to become recourse to a guarantor other than the Mortgagor.
|
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(26) Recourse Obligations
|
River Marketplace (No. 13)
|
The Loan Documents do not provide for the Mortgage Loan to become recourse to the Mortgagor and guarantor for voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan Documents if (i) the Mortgagor had no knowledge of such violation, (ii) such violation was inadvertent, (iii) such violation is susceptible of cure, and (iv) within ten days of the earlier of (1) notice of such violation from the lender, or (2) the date the Mortgagor becomes aware of such violation, Mortgagor cures such violation and provides the lender with written evidence of such cure and a new non-consolidation opinion.
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||
(26) Recourse Obligations
|
Drayton Tower Apartments (No. 15)
|
The Loan Documents do not provide for the Mortgage Loan to become recourse to the Mortgagor and guarantor for voluntary transfers of either the Mortgaged Property or equity interests in Mortgagor made in violation of the Loan Documents if (i) the prohibited transfer was administrative in nature, inadvertent immaterial and, by its nature, non-recurring and (ii) such violation is susceptible of cure and Mortgagor promptly cures such breach within ten (10) business days of notice from Mortgagee.
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(31) Single-Purpose Entity
|
Stonebridge Crossing (No. 45)
|
The Mortgagor previously owned an outparcel to the Mortgaged Property which the Mortgagor conveyed to a third party in 2002.
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(39) Organization of Mortgagor
|
Long Meadow Shopping Center (No. 36)
|
The Mortgagor is affiliated with the Mortgagor under the Mortgage Loan known as Lake Shore Plaza, which Mortgage Loan is being sold to the Trust by Rialto Mortgage Finance, LLC.
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Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(5) Lien; Valid Assignment
|
Selig Portfolio (No. 2)
|
The Mortgagor is permitted to obtain pari passu debt, subject to the conditions set forth in the loan agreement, which include loan-to-value ratio, debt service coverage ratio and debt yield criteria, Rating Agency Confirmation and a co-lender agreement acceptable to the lender.
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||
(6) Permitted Liens; Title Insurance
|
Selig Portfolio (No. 2)
|
Amazon, the single tenant at the 635 Elliott Mortgaged Property, upon notice from the landlord of such landlord’s receipt of a bona fide offer to purchase or lease the Mortgaged Property, has the option to purchase the Mortgaged Property upon the same terms and conditions as the third-party offer, upon written notice to the landlord within 15 days of receiving notice of such offer from the landlord. The tenant’s right of first refusal does not apply in connection with a foreclosure or conveyance in lieu of foreclosure exercised by the lender.
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||
(7) Junior Liens
|
Selig Portfolio (No. 2)
|
The Mortgagor is permitted to obtain pari passu debt, subject to the conditions set forth in the loan agreement, which include loan-to-value ratio, debt service coverage ratio and debt yield criteria, Rating Agency Confirmation and a co-lender agreement acceptable to the lender.
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||
(10) Condition of Property
|
Palm Island Apartments (No. 5)
|
The engineering report or property condition assessment prepared in connection with the origination of the related Mortgage Loan was obtained on June 17, 2013, more than 13 months prior to the Cut-Off Date.
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||
(13) Actions Concerning Mortgage Loan
|
Sedona Pointe (No. 18)
Gallery At Champions (No. 19)
Woodside Village (No. 27)
Roundhill Townhomes (No. 38)
Brisas Del Mar (No. 42)
|
Mervyn S. Simpson, one of the three related guarantors of each Mortgage Loan, and his former employer, an accounting firm, are defendants in a civil litigation in Canada relating to a tax return filed by the plaintiff. The plaintiff is seeking recovery for damages, including $500,000 in punitive damages.
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||
(13) Actions Concerning Mortgage Loan
|
Gallery At Champions (No. 19)
|
The Mortgagor is subject to litigation involving 2 wrongful death claims for minors that were shot and killed on February 12, 2012 by unknown assailants. The borrower’s insurance company declined coverage based on exclusions in the policy. The case was dismissed with prejudice on June 6, 2014, and the plaintiff has filed a motion to extend the deadline to file an appeal.
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||
(16) Insurance
|
Selig Portfolio (No. 2)
NorthCross Shopping Center (No. 7)
Homewood Suites Nashville Vanderbilt (No. 12)
|
All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A:VIII” by AM Best), and all such insurers shall have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (or, if Moody’s does not rate such insurer, at least “A:VIII” by AM Best).
|
||
(16) Insurance
|
Hyatt NYC Portfolio
(No. 3)
|
Other than as set forth in the paragraph below, all policies are required to be issued by one or more insurers having a claims-paying ability of at least “A” by S&P (or “Api” with respect to FM Global companies) and “A3” by Moody’s (if Moody’s rates such insurer and is rating the Certificates), or by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings, and all such insurers are required to have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (if Moody’s rates such insurer and is rating the Certificates).
|
Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
Instead of specifically covering a period of 18 months, business interruption insurance covers up until the date the Mortgaged Property is repaired or replaced and operations are resumed (regardless of the length of time).
|
||||
(16) Insurance
|
Chula Vista Center (No. 4)
|
Other than as set forth in the paragraph below, all policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A-” by S&P and “A2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A:VIII” by AM Best), and all such insurers shall have ratings of not less than “BBB+” by S&P and “Baa2” by Moody’s (or, if Moody’s does not rate such insurer, at least “A:VIII” by AM Best).
|
||
(16) Insurance
|
Palm Island Apartments (No. 5)
|
All policies may be issued by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more members of the syndicate) is with insurers having such ratings (provided that the first layers of coverage are from insurers rated at least “A” by S&P and “A2” by Moody’s (if Moody’s rates such insurer and is rating the Certificates), and all such insurers shall have ratings of not less than “BBB+” by S&P and “Baa1” by Moody’s (if Moody’s rates such insurer and is rating the Certificates).
|
||
(16) Insurance
|
Joppa-Perring Retail Center (No. 34)
|
The borrower may utilize LIG Insurance Company for the property and commercial general liability insurance policies, provided the rating of such insurer is not withdrawn or downgraded below “BBB+” by S&P and “A- XII” by AM Best.
|
||
(17) Access; Utilities; Separate Tax Lots
|
Selig Portfolio (No. 2)
|
The Mortgaged Properties identified as 635 Elliott and 645 Elliott share the same tax lot; however, a release of either of these Mortgaged Properties is conditioned on the creation of separate tax lots.
|
||
(26) Recourse Obligations
|
Joppa-Perring Retail Center (No. 34)
|
There is no recourse against the guarantor for breaches of environmental covenants. The Mortgagor has provided a paid in full environmental insurance policy at origination. It is an event of default under the Mortgage Loan documents if the policy is not maintained by Mortgagor.
|
||
(30) Due on Sale or Encumbrance
|
Selig Portfolio (No. 2)
|
The Mortgagor is permitted to obtain pari passu debt, subject to the conditions set forth in the loan agreement, which include loan-to-value ratio, debt service coverage ratio and debt yield criteria, Rating Agency Confirmation and a co-lender agreement acceptable to the lender.
|
||
(31) Single-Purpose Entity
|
Homewood Suites Nashville Vanderbilt (No. 12)
|
The Mortgagor was not required to deliver a non-consolidation opinion in conjunction with the origination of the Mortgage Loan.
|
||
(31) Single-Purpose Entity
|
Joppa-Perring Retail Center (No. 34)
|
The Mortgagor is permitted to commingle its assets with those of other persons as long as it would not be costly or difficult to segregate, ascertain or identify the Mortgagor’s individual assets from those of any other person.
In addition, the Mortgagor previously owned a parcel adjacent to the Mortgaged Property.
|
||
(31) Single-Purpose Entity
|
Azalea Hill Apartments (No. 59)
|
The Mortgagor previously owned real property and related improvements in Pass Christian, Mississippi.
|
||
(39) Organization of Mortgagor
|
Sedona Pointe (No. 18)
Gallery At Champions (No. 19)
Woodside Village (No. 27)
|
The Mortgagors under each of these Mortgage Loans are affiliates.
|
Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
Roundhill Townhomes (No. 38)
Brisas Del Mar (No. 42)
|
||||
(40) Environmental Conditions
|
Palm Island Apartments (No. 5)
|
A Phase I environmental site assessment was conducted on June 17, 2013, more than 12 months prior to the related origination date.
|
||
(43) Cross-Collateralization
|
Sedona Pointe (No. 18)
Gallery At Champions (No. 19)
|
The Mortgage Loans are cross-defaulted and cross-collateralized with each other.
|
Representation
Number on Annex E-2
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(2) Loan Document Status
|
Doubletree Rochester (No. 16)
|
In connection with prior loans, the mortgage was previously assigned and amended in a manner which raises questions as to whether liability for mortgage tax has been incurred. In connection with the Mortgage Loan (which was also taken by assignment), the title insurer provided title insurance against loss or damage which may be sustained by reason that all mortgage recording taxes required to be paid on the Mortgage have not been paid.
|
||
(5) Lien; Valid Assignment
|
Doubletree Rochester (No. 16)
|
In connection with prior loans, the mortgage was previously assigned and amended in a manner which raises questions as to whether liability for mortgage tax has been incurred. In connection with the Mortgage Loan (which was also taken by assignment), the title insurer provided title insurance against loss or damage which may be sustained by reason that all mortgage recording taxes required to be paid on the Mortgage have not been paid.
|
||
(13) Actions Concerning Mortgage Loan
|
Westgate Commons(No. 21)
Office Max (No. 22)
|
Guarantors, Thomas C. Lund and T. Chadwick Lund, are subject to a suit by Frederick Ensley and others alleging tortious civil conspiracy. The suit relates to the sale of the Inn at Pelican Bay by IPB Development, LLC to IPB Hotel, LLC in 2011 – filed 5/2012. The Lunds’ litigation counsel provided a status update, which stated that (i) the suit has not been settled, (ii) the trial (originally scheduled for April, 2014) has been continued, and (iii) the estimated amount in issue is between $200,000 and $560,000.
|
||
(16) Insurance
|
Various
|
The insurance policies will be issued by insurance companies having a claims paying ability rating of “AX” or better by AM Best. “A” or better by S&P, if S&P is rating the securities, (ii) “A” or better by Fitch, if Fitch is rating the securities, and (iii) “A2” or better by Moody’s, if Moody’s is rating the securities (each a “Qualified Carrier”), provided, however, that if the borrower elects to have its insurance coverage provided by a syndicate of insurers, then, if such syndicate consists of five (5) or more members, (A) at least sixty percent (60%) of the insurance coverage (or seventy-five percent (75%) if such syndicate consists of four (4) or fewer members) and eighty percent (80%) of the first layer of such insurance coverage shall be provided by a Qualified Carrier and (B) the remaining forty percent (40%) of the insurance coverage (or the remaining twenty-five percent (25%) if such syndicate consists of four (4) or fewer members) shall be provided by insurance companies having a rating of “BBB” or better by S&P and “Baa2” or better by Moody’s (if Moody’s is rating the securities and rates the insurance companies).
|
||
(31) Single-Purpose Entity
|
Dennison Road
(No. 68)
|
The borrower, formed in April 2013, took take title to the Mortgaged Property and the adjacent property which contains a single family home. The adjacent property was transferred to an affiliate of the borrower prior to the closing of the Mortgage Loan. The Mortgage Loan is recourse to the borrower and the guarantor for any loss incurred by lender related to the temporary ownership of the adjacent property.
|
||
(34) Ground Leases
|
Wells Fargo Center (No. 9)
|
(e) The Ground Lease requires that any assignee of a leasehold mortgage satisfy the definition of “institutional investor” set forth in the Ground Lease. The Ground Lease expressly permits the Mortgage Loan and any transfers to the Trust.
(k) Insurance proceeds or awards in excess of amounts used for restoration are able to be applied to debt so long as no default then exists in the payment of ground rent due to ground lessor.
|
||
(39) Organization of Mortgagor
|
Lake Shore Plaza (No. 25)
|
The Mortgagor is affiliated with the Mortgagor under the Mortgage Loan known as Long Meadow Shopping Center, which Mortgage Loan is being sold to the Trust by Citigroup Global Markets Realty Corp.
|
Representation
Number on Annex E-2
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(39) Organization of Mortgagor
|
Williamsburg Self-Storage (No. 53)
Climatrol Self-Storage (No. 54)
AAAA Self-Storage (No. 58)
Ridgefield Self-Storage (No. 72)
Easy Does It Self-Storage (No. 75)
|
The borrower under each of the Mortgage Loans is affiliated. In addition, Williamsburg Self-Storage (No. 53) and Climatrol Self-Storage (No. 54) are cross-collateralized and cross-defaulted with each other.
|
||
(43) Cross-Collateralization
|
Westgate Commons (No. 21)
Office Max (No. 22)
|
The Mortgage Loans are cross-defaulted and cross-collateralized with each other.
|
||
(43) Cross-Collateralization
|
Williamsburg Self-Storage (No. 53)
Climatrol Self-Storage (No. 54)
|
The Mortgage Loans are cross-defaulted and cross-collateralized with each other.
|
Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(13) Actions Concerning Mortgage Loan
|
Sausalito Apartments (No. 64)
|
As of the date of origination, the guarantor was the subject of (i) two (2) federal tax liens, filed on June 1, 2012, and July 24, 2012, in the amounts of $1,843,300.80 and $1,386,541.01, and (ii) three pending lawsuits, (A) the first of which is subject to a settlement agreement with ongoing obligations, (B) the second of which is ongoing, relates to guarantor, and is in connection with property other than the collateral, and (C) the third of which relates to the guarantor, is in connection with property other than the collateral, and for which the Seller has received evidence of settlement although the suit remains active per court records.
|
||
(16) Insurance
|
Ashbridge Manor Senior Housing (No. 24)
|
Kinsale Insurance Company, the primary commercial general liability coverage carrier, is permitted under the Loan Documents so long as they maintain their current AM Best Rating of A-VII and such rating is not downgraded or withdrawn. In the event of a downgrade or withdrawal, the Mortgagor is required to replace the downgraded or withdrawn carrier with a carrier that meets the standard requirements.
|
||
(16) Insurance
|
Maple Grove Shopping Center (No. 67)
|
In the event of a loss, insurance proceeds relating to the improvements and building on the Mortgaged Property are distributed directly to Seller in accordance with related Mortgage Loan Documents. However, any distribution of insurance proceeds with respect to the common elements for the condominium Mortgaged Property must go to the condominium association, as trustee on behalf of the condominium, in accordance with applicable law.
|
||
(16) Insurance
|
Country Terrace MHC (No. 79)
|
Eleven of the 105 pad-sites are located within flood zone A. As the homes are not considered permanent structures, they are not insurable for the peril of flood under the National Flood Insurance Program. The related Loan Documents provide for recourse to the extent of losses arising from the absence of flood coverage under business interruption or rental loss insurance, had the 11 pad-sides been able to be included in such coverage.
|
||
(25) Licenses and Permits
|
Hilton Knoxville (No. 8)
|
Pursuant to the post-closing letter entered into in connection with the origination of the Mortgage Loan, the related Mortgagor is required to renew the pool, hotel, and food service permits and its business license no later than December 26, 2014.
|
||
(26) Recourse Obligations
|
Hilton Knoxville (No. 8)
|
The Loan Documents do not provide for full recourse to the Mortgagor and guarantor if a voluntary transfer consists of a judgment lien on the Mortgaged Property or any interest therein in favor of an unpaid creditor of the Mortgagor. However, the Loan Documents do provide for recourse for losses regarding an involuntary transfer consisting of a judgment lien incurred in violation of an express covenant in the Loan Documents (excluding any prohibitions on incurring indebtedness pursuant to the SPE covenants) that limits the amount of trade debt that the Mortgagor is permitted to incur or that mandates payment of Mortgagor’s trade debt to a specified period.
|
||
(31) Single-Purpose Entity
|
Country Terrace MHC (No. 79)
|
The Mortgagor has unsecured indebtedness in the outstanding principal amount of $200,376.48 payable to the State of Nevada in connection with a project to connect the water system at the Mortgaged Property to the public water system. Pursuant to the related Loan Documents, the Mortgagor covenants to timely pay such indebtedness and a separate reserve was created for such payment pursuant to the Loan Documents. Any breach or failure of Mortgagor relating to this unsecured indebtedness is a recourse event to the extent of any losses under the Loan Documents.
|
Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(39) Organization of Mortgagor
|
Desert View MHC (No. 48),
Evergreen MHC (No. 76) and
Country Terrace MHC (No. 79)
|
The Mortgage Loans have the same sponsors.
|
Representation
Number on Annex E-1
|
Mortgage Loan Name
and Number as
Identified on Annex A
|
Description of Exception
|
||
(17) Access; Utilities; Separate Tax Lots
|
Jones Place Townhomes (No. 31)
|
In connection with the construction of the Mortgaged Property, the Mortgagor constructed an internal roadway for purposes of granting access to one of the buildings at the Mortgaged Property from a public road, which roadway was not submitted for permit review prior to construction. The Mortgagor has represented that necessary documentation has been submitted for review by the applicable governmental authorities and has covenanted in the related Loan Documents to obtain all required governmental approvals necessary for the continued use of such roadway, which approvals are also necessary for the issuance of a permanent certificate of occupancy for the Mortgaged Property. Recourse liability to the Mortgagor and guarantor is triggered for any losses incurred as a result of the failure to obtain the permanent certificate of occupancy.
|
||
(24) Local Law Compliance
|
Jones Place Townhomes (No. 31)
|
The Mortgaged Property consists of three phases of a four-phase construction project and is currently being operated pursuant to a temporary certificate of occupancy. The applicable governmental authority has conditioned the issuance of a permanent certificate of occupancy on the satisfaction of certain conditions, including, among other things, road repair in the area of the Mortgaged Property, completing certain slope grading work and obtaining certain required permits. The Mortgagor has covenanted in the related Loan Documents to satisfy the required conditions and to obtain a permanent certificate of occupancy. The Mortgagor estimated the costs of satisfying such conditions to be approximately $7,500, which amount was reserved at the origination of the Mortgage Loan. In addition, recourse liability to the Mortgagor and guarantor is triggered for any losses incurred as a result of the failure to obtain said permanent certificate of occupancy.
|
||
(25) Licenses and Permits
|
Jones Place Townhomes (No. 31)
|
The Mortgaged Property consists of three phases of a four-phase construction project and is currently being operated pursuant to a temporary certificate of occupancy. The applicable governmental authority has conditioned the issuance of a permanent certificate of occupancy on the satisfaction of certain conditions, including, among other things, road repair in the area of the Mortgaged Property, completing certain slope grading work and obtaining certain required permits. The Mortgagor has covenanted in the related Loan Documents to satisfy the required conditions and to obtain a permanent certificate of occupancy. The Mortgagor estimated the costs of satisfying such conditions to be approximately $7,500, which amount was reserved at the origination of the Mortgage Loan. In addition, recourse liability to the Mortgagor and guarantor is triggered for any losses incurred as a result of the failure to obtain said permanent certificate of occupancy.
|
Distribution
Date
|
Balance
|
Distribution
Date
|
Balance
|
|||||||
9/10/2014
|
$81,766,000.00
|
9/10/2019
|
$79,385,078.19
|
|||||||
10/10/2014
|
$81,766,000.00
|
10/10/2019
|
$78,085,852.92
|
|||||||
11/10/2014
|
$81,766,000.00
|
11/10/2019
|
$76,883,540.53
|
|||||||
12/10/2014
|
$81,766,000.00
|
12/10/2019
|
$75,574,676.75
|
|||||||
1/10/2015
|
$81,766,000.00
|
1/10/2020
|
$74,362,366.04
|
|||||||
2/10/2015
|
$81,766,000.00
|
2/10/2020
|
$73,145,229.55
|
|||||||
3/10/2015
|
$81,766,000.00
|
3/10/2020
|
$71,720,677.04
|
|||||||
4/10/2015
|
$81,766,000.00
|
4/10/2020
|
$70,493,019.72
|
|||||||
5/10/2015
|
$81,766,000.00
|
5/10/2020
|
$69,159,530.52
|
|||||||
6/10/2015
|
$81,766,000.00
|
6/10/2020
|
$67,921,675.08
|
|||||||
7/10/2015
|
$81,766,000.00
|
7/10/2020
|
$66,578,277.28
|
|||||||
8/10/2015
|
$81,766,000.00
|
8/10/2020
|
$65,330,143.34
|
|||||||
9/10/2015
|
$81,766,000.00
|
9/10/2020
|
$64,077,040.39
|
|||||||
10/10/2015
|
$81,766,000.00
|
10/10/2020
|
$62,718,827.94
|
|||||||
11/10/2015
|
$81,766,000.00
|
11/10/2020
|
$61,455,326.29
|
|||||||
12/10/2015
|
$81,766,000.00
|
12/10/2020
|
$60,087,010.34
|
|||||||
1/10/2016
|
$81,766,000.00
|
1/10/2021
|
$58,813,028.02
|
|||||||
2/10/2016
|
$81,766,000.00
|
2/10/2021
|
$57,533,973.34
|
|||||||
3/10/2016
|
$81,766,000.00
|
3/10/2021
|
$55,951,985.63
|
|||||||
4/10/2016
|
$81,766,000.00
|
4/10/2021
|
$54,661,532.37
|
|||||||
5/10/2016
|
$81,766,000.00
|
5/10/2021
|
$53,267,029.91
|
|||||||
6/10/2016
|
$81,766,000.00
|
6/10/2021
|
$51,965,883.46
|
|||||||
7/10/2016
|
$81,766,000.00
|
7/10/2021
|
$47,849,538.00
|
|||||||
8/10/2016
|
$81,766,000.00
|
8/10/2021
|
$46,541,734.36
|
|||||||
9/10/2016
|
$81,766,000.00
|
9/10/2021
|
$45,228,722.98
|
|||||||
10/10/2016
|
$81,766,000.00
|
10/10/2021
|
$43,812,782.79
|
|||||||
11/10/2016
|
$81,766,000.00
|
11/10/2021
|
$42,488,902.03
|
|||||||
12/10/2016
|
$81,766,000.00
|
12/10/2021
|
$41,062,401.02
|
|||||||
1/10/2017
|
$81,766,000.00
|
1/10/2022
|
$39,727,565.17
|
|||||||
2/10/2017
|
$81,766,000.00
|
2/10/2022
|
$38,387,413.47
|
|||||||
3/10/2017
|
$81,766,000.00
|
3/10/2022
|
$36,751,460.94
|
|||||||
4/10/2017
|
$81,766,000.00
|
4/10/2022
|
$35,399,450.21
|
|||||||
5/10/2017
|
$81,766,000.00
|
5/10/2022
|
$33,945,617.76
|
|||||||
6/10/2017
|
$81,766,000.00
|
6/10/2022
|
$32,582,430.10
|
|||||||
7/10/2017
|
$81,766,000.00
|
7/10/2022
|
$31,117,738.00
|
|||||||
8/10/2017
|
$81,766,000.00
|
8/10/2022
|
$29,743,285.26
|
|||||||
9/10/2017
|
$81,766,000.00
|
9/10/2022
|
$28,363,358.19
|
|||||||
10/10/2017
|
$81,766,000.00
|
10/10/2022
|
$26,882,401.87
|
|||||||
11/10/2017
|
$81,766,000.00
|
11/10/2022
|
$25,491,077.71
|
|||||||
12/10/2017
|
$81,766,000.00
|
12/10/2022
|
$23,999,047.83
|
|||||||
1/10/2018
|
$81,766,000.00
|
1/10/2023
|
$22,596,236.69
|
|||||||
2/10/2018
|
$81,766,000.00
|
2/10/2023
|
$21,187,837.79
|
|||||||
3/10/2018
|
$81,766,000.00
|
3/10/2023
|
$19,489,996.04
|
|||||||
4/10/2018
|
$81,766,000.00
|
4/10/2023
|
$18,069,217.54
|
|||||||
5/10/2018
|
$81,766,000.00
|
5/10/2023
|
$16,548,569.41
|
|||||||
6/10/2018
|
$81,766,000.00
|
6/10/2023
|
$15,116,071.59
|
|||||||
7/10/2018
|
$81,766,000.00
|
7/10/2023
|
$13,584,036.82
|
|||||||
8/10/2018
|
$81,766,000.00
|
8/10/2023
|
$12,139,727.24
|
|||||||
9/10/2018
|
$81,766,000.00
|
9/10/2023
|
$10,689,663.87
|
|||||||
10/10/2018
|
$81,766,000.00
|
10/10/2023
|
$9,140,562.17
|
|||||||
11/10/2018
|
$81,766,000.00
|
11/10/2023
|
$7,678,548.49
|
|||||||
12/10/2018
|
$81,766,000.00
|
12/10/2023
|
$6,117,835.70
|
|||||||
1/10/2019
|
$81,766,000.00
|
1/10/2024
|
$4,643,777.44
|
|||||||
2/10/2019
|
$81,766,000.00
|
2/10/2024
|
$3,163,846.36
|
|||||||
3/10/2019
|
$81,766,000.00
|
3/10/2024
|
$1,493,430.59
|
|||||||
4/10/2019
|
$81,766,000.00
|
4/10/2024
|
$943.88
|
|||||||
5/10/2019
|
$81,766,000.00
|
5/10/2024
|
$0.00
|
|||||||
6/10/2019
|
$81,766,000.00
|
and thereafter
|
||||||||
7/10/2019
|
$81,765,135.44
|
|||||||||
8/10/2019
|
$80,577,470.44
|
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
|
|
No Gross Up in Respect of the Certificates Held by Non-U.S. Persons
|
76
|
|
Certain Federal Tax Considerations Regarding Original Issue Discount
|
76
|
|
The Nature of Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected Return on Your Offered Certificates
|
77
|
|
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
|
78
|
|
THE TRUST FUND
|
78
|
|
Description of the Trust Assets
|
78
|
|
Mortgage Loans
|
79
|
|
Mortgage-Backed Securities
|
83
|
|
Acquisition, Removal and Substitution of Mortgage Assets
|
84
|
|
Cash, Accounts and Permitted Investments
|
86
|
|
Credit Support
|
86
|
|
Arrangements Providing Reinvestment, Interest Rate and Currency Related Protection
|
87
|
|
TRANSACTION PARTICIPANTS
|
87
|
|
The Sponsor
|
87
|
|
The Depositor
|
87
|
|
The Issuing Entity
|
89
|
|
The Originators
|
89
|
DESCRIPTION OF THE GOVERNING DOCUMENTS
|
89
|
|
General
|
89
|
|
Assignment of Mortgage Assets
|
90
|
|
Representations and Warranties with Respect to Mortgage Assets
|
91
|
|
Collection and Other Servicing Procedures with Respect to Mortgage Loans
|
91
|
|
Servicing Mortgage Loans That Are Part of a Loan Combination
|
94
|
|
Sub-Servicers
|
94
|
|
Operating Advisor
|
95
|
|
Collection of Payments on Mortgage-Backed Securities
|
95
|
|
Advances
|
95
|
|
Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us
|
96
|
|
Termination Events
|
98
|
|
Amendment
|
99
|
|
List of Certificateholders
|
99
|
|
Eligibility Requirements for the Trustee
|
99
|
|
Duties of the Trustee
|
100
|
|
Rights, Protections, Indemnities and Immunities of the Trustee
|
100
|
|
Resignation and Removal of the Trustee
|
101
|
|
DESCRIPTION OF THE CERTIFICATES
|
102
|
|
General
|
102
|
|
Investor Requirements and Transfer Restrictions
|
104
|
|
Payments on the Certificates
|
104
|
|
Allocation of Losses and Shortfalls
|
109
|
|
Incorporation of Certain Documents by Reference; Reports Filed with the SEC
|
109
|
|
Reports to Certificateholders
|
110
|
|
Voting Rights
|
111
|
|
Termination and Redemption
|
111
|
|
Book-Entry Registration
|
112
|
|
Exchangeable Certificates
|
115
|
|
YIELD AND MATURITY CONSIDERATIONS
|
118
|
|
General
|
118
|
|
Pass-Through Rate
|
118
|
|
Payment Delays
|
118
|
|
Yield and Prepayment Considerations
|
118
|
|
Weighted Average Life and Maturity
|
121
|
|
Prepayment Models
|
121
|
|
Other Factors Affecting Yield, Weighted Average Life and Maturity
|
122
|
|
DESCRIPTION OF CREDIT SUPPORT
|
124
|
|
General
|
124
|
|
Subordinate Certificates
|
125
|
|
Overcollateralization and Excess Cash Flow
|
125
|
|
Letters of Credit
|
125
|
|
Insurance Policies, Surety Bonds and Guarantees
|
126
|
|
Reserve Funds
|
126
|
|
Credit Support with Respect to MBS
|
126
|
|
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
|
126
|
|
General
|
127
|
|
Types of Mortgage Instruments
|
127
|
|
Installment Contracts
|
128
|
|
Leases and Rents
|
129
|
|
Personalty
|
129
|
|
Foreclosure
|
129
|
|
Bankruptcy Issues
|
134
|
|
Environmental Considerations
|
140
|
|
Due-on-Sale and Due-on-Encumbrance Provisions
|
143
|
Junior Liens; Rights of Holders of Senior Liens
|
144
|
|
Subordinate Financing
|
144
|
|
Default Interest and Limitations on Prepayments
|
145
|
|
Applicability of Usury Laws
|
145
|
|
Americans with Disabilities Act
|
145
|
|
Servicemembers Civil Relief Act
|
146
|
|
Anti-Money Laundering, Economic Sanctions and Bribery
|
146
|
|
Potential Forfeiture of Assets
|
147
|
|
Terrorism Insurance Program
|
147
|
|
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
|
148
|
|
General
|
148
|
|
REMICs
|
149
|
|
Taxation of Classes of Exchangeable Certificates
|
176
|
|
Grantor Trusts
|
179
|
|
Tax Return Disclosure and Investor List Requirements
|
190
|
|
STATE AND OTHER TAX CONSEQUENCES
|
191
|
|
ERISA CONSIDERATIONS
|
191
|
|
General
|
191
|
|
Plan Asset Regulations
|
192
|
|
Prohibited Transaction Exemptions
|
193
|
|
Underwriter Exemption
|
193
|
|
Insurance Company General Accounts
|
194
|
|
Ineligible Purchasers
|
194
|
|
Consultation with Counsel
|
195
|
|
Tax Exempt Investors
|
195
|
|
LEGAL INVESTMENT
|
195
|
|
USE OF PROCEEDS
|
196
|
|
METHOD OF DISTRIBUTION
|
196
|
|
LEGAL MATTERS
|
198
|
|
FINANCIAL INFORMATION
|
198
|
|
RATINGS
|
198
|
|
GLOSSARY
|
200
|
|
●
|
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
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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.
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The trust assets with respect to any series of offered certificates may also include any of the following agreements:
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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;
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interest rate exchange agreements, interest rate cap agreements and interest rate floor agreements; and
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currency exchange agreements.
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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.
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See “Risk Factors,” “The Trust Fund” and “Description of Credit Support.”
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Advances with Respect
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to the Mortgage Assets
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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—
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delinquent scheduled payments of principal and/or interest, other than balloon payments,
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property protection expenses,
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other servicing expenses, or
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any other items specified in the related prospectus supplement.
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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.”
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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.
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Optional or Mandatory
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Redemption or Termination
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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—
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all the mortgage assets in any particular trust, thereby resulting in a termination of the trust, or
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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.
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See “Description of the Certificates—Termination and Redemption.”
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Federal Income Tax Consequences
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Any class of offered certificates will constitute or evidence ownership of: | ||||
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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
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interests in a grantor trust under Subpart E of Part I of Subchapter J of the Internal Revenue Code of 1986, as amended.
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See “Material Federal Income Tax Consequences.”
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ERISA Considerations
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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
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Revenue Code of 1986, as amended. See “ERISA Considerations.”
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Legal Investment
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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.”
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Ratings
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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.”
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an absolute or partial prohibition against voluntary prepayments during some or all of the loan term, or
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a requirement that voluntary prepayments be accompanied by some form of prepayment premium, fee or charge during some or all of the loan term.
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the rate of prepayments and other unscheduled collections of principal on the underlying mortgage loans being faster or slower than you anticipated, or
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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.
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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
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be subject to various contingencies, such as prepayment and default rates with respect to the underlying mortgage loans.
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the fair market value and condition of the underlying real property;
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the level of interest rates;
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the borrower’s equity in the underlying real property;
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the borrower’s financial condition;
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occupancy levels at or near the time of refinancing;
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the operating history of the underlying real property;
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changes in zoning and tax laws;
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changes in competition in the relevant area;
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changes in rental rates in the relevant area;
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changes in governmental regulation and fiscal policy;
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prevailing general and regional economic conditions;
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the state of the fixed income and mortgage markets; and
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the availability of credit for multifamily rental or commercial properties.
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the sufficiency of the net operating income of the applicable real property;
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the market value of the applicable real property at or prior to maturity; and
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the ability of the related borrower to refinance or sell the applicable real property.
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the successful operation and value of the related mortgaged property, and
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the related borrower’s ability to refinance the mortgage loan or sell the related mortgaged property.
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the location, age, functionality, design and construction quality of the subject property;
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perceptions regarding the safety, convenience and attractiveness of the property;
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the characteristics of the neighborhood where the property is located;
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the degree to which the subject property competes with other properties in the area;
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the proximity and attractiveness of competing properties;
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the existence and construction of competing properties;
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the adequacy of the property’s management and maintenance;
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tenant mix and concentration;
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national, regional or local economic conditions, including plant closings, industry slowdowns and unemployment rates;
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local real estate conditions, including an increase in or oversupply of comparable commercial or residential space;
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demographic factors;
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customer confidence, tastes and preferences;
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retroactive changes in building codes and other applicable laws;
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changes in governmental rules, regulations and fiscal policies, including environmental legislation; and
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vulnerability to litigation by tenants and patrons.
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an increase in interest rates, real estate taxes and other operating expenses;
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an increase in the capital expenditures needed to maintain the property or make improvements;
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a decline in the financial condition of a major tenant and, in particular, a sole tenant or anchor tenant;
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an increase in vacancy rates;
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a decline in rental rates as leases are renewed or replaced;
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natural disasters and civil disturbances such as earthquakes, hurricanes, floods, eruptions, terrorist attacks or riots; and
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environmental contamination.
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the length of tenant leases;
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the creditworthiness of tenants;
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the rental rates at which leases are renewed or replaced;
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the percentage of total property expenses in relation to revenue;
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the ratio of fixed operating expenses to those that vary with revenues; and
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the level of capital expenditures required to maintain the property and to maintain or replace tenants.
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to pay for maintenance and other operating expenses associated with the property;
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to fund repairs, replacements and capital improvements at the property; and
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to service mortgage loans secured by, and any other debt obligations associated with operating, the property.
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a general inability to lease space;
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an increase in vacancy rates, which may result from tenants deciding not to renew an existing lease or discontinuing operations;
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an increase in tenant payment defaults or any other inability to collect rental payments;
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a decline in rental rates as leases are entered into, renewed or extended at lower rates;
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an increase in the capital expenditures needed to maintain the property or to make improvements;
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a decline in the financial condition and/or bankruptcy or insolvency of a significant or sole tenant; and
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an increase in leasing costs and/or the costs of performing landlord obligations under existing leases.
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the business operated by the tenants;
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the creditworthiness of the tenants; and
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the number of tenants.
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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
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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.
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changes in interest rates;
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the availability of refinancing sources;
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changes in governmental regulations, licensing or fiscal policy;
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changes in zoning or tax laws; and
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potential environmental or other legal liabilities.
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responding to changes in the local market;
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planning and implementing the rental structure, including staggering durations of leases and establishing levels of rent payments;
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operating the property and providing building services;
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managing operating expenses; and
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ensuring that maintenance and capital improvements are carried out in a timely fashion.
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maintain or improve occupancy rates, business and cash flow,
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reduce operating and repair costs, and
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preserve building value.
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rental rates;
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location;
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type of business or services and amenities offered; and
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nature and condition of the particular property.
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offers lower rents;
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has lower operating costs;
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offers a more favorable location; or
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offers better facilities.
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the physical attributes of the property, such as its age, appearance, amenities and construction quality, in relation to competing buildings;
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the types of services or amenities offered at the property;
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the location of the property;
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distance from employment centers and shopping areas;
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the characteristics of the surrounding neighborhood, which may change over time;
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the rents charged for dwelling units at the property relative to the rents charged for comparable units at competing properties;
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the ability of management to provide adequate maintenance and insurance;
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the property’s reputation;
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the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;
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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;
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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;
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the ability of management to respond to competition;
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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;
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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;
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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;
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local factory or other large employer closings;
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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;
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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;
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the extent to which the cost of operating the property, including the cost of utilities and the cost of required capital expenditures, may increase;
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whether the property is subject to any age restrictions on tenants;
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the extent to which increases in operating costs may be passed through to tenants; and
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the financial condition of the owner of the property.
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require written leases;
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require good cause for eviction;
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require disclosure of fees;
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prohibit unreasonable rules;
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prohibit retaliatory evictions;
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prohibit restrictions on a resident’s choice of unit vendors;
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limit the bases on which a landlord may increase rent; or
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prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.
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fixed percentages,
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percentages of increases in the consumer price index,
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increases set or approved by a governmental agency, or
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increases determined through mediation or binding arbitration.
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mortgage loan payments,
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real property taxes,
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maintenance expenses, and
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other capital and ordinary expenses of the property.
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maintenance payments from the tenant/shareholders, and
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any rental income from units or commercial space that the cooperative corporation might control.
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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
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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.
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shopping centers,
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factory outlet centers,
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malls,
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automotive sales and service centers,
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consumer oriented businesses,
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department stores,
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grocery stores,
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convenience stores,
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specialty shops,
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gas stations,
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movie theaters,
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fitness centers,
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bowling alleys,
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salons, and
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dry cleaners.
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the strength, stability, number and quality of the tenants;
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tenants’ sales;
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tenant mix;
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whether the property is in a desirable location;
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the physical condition and amenities of the building in relation to competing buildings;
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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
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the financial condition of the owner of the property.
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lower rents,
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grant a potential tenant a free rent or reduced rent period,
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improve the condition of the property generally, or
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make at its own expense, or grant a rent abatement to cover, tenant improvements for a potential tenant.
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competition from other retail properties;
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perceptions regarding the safety, convenience and attractiveness of the property;
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perceptions regarding the safety of the surrounding area;
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demographics of the surrounding area;
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the strength and stability of the local, regional and national economies;
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traffic patterns and access to major thoroughfares;
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the visibility of the property;
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availability of parking;
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the particular mixture of the goods and services offered at the property;
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customer tastes, preferences and spending patterns; and
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the drawing power of other tenants.
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an anchor tenant’s failure to renew its lease;
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termination of an anchor tenant’s lease;
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the bankruptcy or economic decline of an anchor tenant or a shadow anchor;
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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
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a loss of an anchor tenant’s ability to attract shoppers.
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factory outlet centers;
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discount shopping centers and clubs;
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catalogue retailers;
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home shopping networks and programs;
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internet web sites and electronic media shopping; and
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telemarketing.
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the strength, stability, number and quality of the tenants, particularly significant tenants, at the property;
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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;
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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;
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the location of the property with respect to the central business district or population centers;
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demographic trends within the metropolitan area to move away from or towards the central business district;
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social trends combined with space management trends, which may change towards options such as telecommuting or hoteling to satisfy space needs;
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tax incentives offered to businesses or property owners by cities or suburbs adjacent to or near where the building is located;
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local competitive conditions, such as the supply of office space or the existence or construction of new competitive office buildings;
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the quality and philosophy of building management;
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access to mass transportation;
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accessibility from surrounding highways/streets;
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changes in zoning laws; and
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the financial condition of the owner of the property.
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rental rates;
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the building’s age, condition and design, including floor sizes and layout;
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access to public transportation and availability of parking; and
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amenities offered to its tenants, including sophisticated building systems, such as fiber optic cables, satellite communications or other base building technological features.
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the cost and quality of labor;
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tax incentives; and
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quality of life considerations, such as schools and cultural amenities.
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full service hotels;
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resort hotels with many amenities;
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limited service hotels;
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hotels and motels associated with national or regional franchise chains;
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hotels that are not affiliated with any franchise chain but may have their own brand identity; and
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other lodging facilities.
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the location of the property and its proximity to major population centers or attractions;
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the seasonal nature of business at the property;
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the level of room rates relative to those charged by competitors;
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quality and perception of the franchise affiliation;
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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;
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the existence or construction of competing hospitality properties;
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nature and quality of the services and facilities;
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financial strength and capabilities of the owner and operator;
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the need for continuing expenditures for modernizing, refurbishing and maintaining existing facilities;
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increases in operating costs, which may not be offset by increased room rates;
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the property’s dependence on business and commercial travelers and tourism;
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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
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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.
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the continued existence and financial strength of the franchisor;
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the public perception of the franchise service mark; and
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the duration of the franchise licensing agreement.
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location, including proximity to or easy access from major population centers;
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appearance;
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economic conditions, either local, regional or national, which may limit the amount of disposable income that potential patrons may have for gambling;
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the existence or construction of competing casinos;
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dependence on tourism; and
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local or state governmental regulation.
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providing alternate forms of entertainment, such as performers and sporting events, and
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offering low-priced or free food and lodging.
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hospitals;
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medical offices;
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skilled nursing facilities;
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nursing homes;
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congregate care facilities; and
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in some cases, assisted living centers and housing for seniors.
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statutory and regulatory changes;
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retroactive rate adjustments;
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administrative rulings;
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policy interpretations;
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delays by fiscal intermediaries; and
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government funding restrictions.
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federal and state licensing requirements;
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facility inspections;
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rate setting;
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disruptions in payments;
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reimbursement policies;
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audits, which may result in recoupment of payments made or withholding of payments due;
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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;
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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
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shortages in staffing, increases in labor costs and labor disputes.
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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.
|
|
●
|
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, or
|
|
●
|
an entity that is classified as a U.S. partnership under the Internal Revenue Code if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a foreign person under the Internal Revenue Code, 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
|
|
●
|
a combination of mortgage loans and mortgage-backed securities of the types described above.
|
|
●
|
rental or cooperatively-owned buildings with multiple dwelling units;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
office properties;
|
|
●
|
hospitality properties, such as hotels, motels and other lodging facilities;
|
|
●
|
casino properties;
|
|
●
|
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;
|
|
●
|
industrial properties;
|
|
●
|
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, such as golf courses, marinas, ski resorts and amusement parks;
|
|
●
|
arenas and stadiums;
|
|
●
|
churches and other religious facilities;
|
|
●
|
parking lots and garages;
|
|
●
|
mixed use properties;
|
|
●
|
other income-producing properties; and
|
|
●
|
unimproved land.
|
|
●
|
a fee interest or estate, which consists of ownership of the property for an indefinite period,
|
|
●
|
an estate for years, which consists of ownership of the property for a specified period of years,
|
|
●
|
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,
|
|
●
|
shares in a cooperative corporation which owns the property, or
|
|
●
|
any other real estate interest under applicable local law.
|
|
●
|
first, to the payment of court costs and fees in connection with the foreclosure,
|
|
●
|
second, to the payment of real estate taxes, and
|
|
●
|
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.
|
|
●
|
the period of the delinquency,
|
|
●
|
any forbearance arrangement then in effect,
|
|
●
|
the condition of the related real property, and
|
|
●
|
the ability of the related real property to generate income to service the mortgage debt.
|
|
●
|
an original term to maturity of not more than approximately 40 years; and
|
|
●
|
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.
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
provide for no accrual of interest;
|
|
●
|
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;
|
|
●
|
be fully amortizing or, alternatively, may be partially amortizing or nonamortizing, with a substantial payment of principal due on its stated maturity date;
|
|
●
|
permit the negative amortization or deferral of accrued interest;
|
|
●
|
permit defeasance and the release of the real property collateral in connection with that defeasance; and/or
|
|
●
|
prohibit some or all voluntary prepayments or require payment of a premium, fee or charge in connection with those prepayments.
|
|
●
|
the total outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans;
|
|
●
|
the type or types of property that provide security for repayment of the mortgage loans;
|
|
●
|
the earliest and latest origination date and maturity date of the mortgage loans;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
information on the payment characteristics of the mortgage loans, including applicable prepayment restrictions;
|
|
●
|
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
|
|
●
|
the geographic distribution of the properties securing the mortgage loans on a state-by-state basis.
|
|
●
|
more general information in the related prospectus supplement, and
|
|
●
|
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.
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
will have been registered under the Securities Act, or
|
|
●
|
will be exempt from the registration requirements of that Act, or
|
|
●
|
will have been held for at least the holding period specified in Rule 144(d) under that Act, or
|
|
●
|
may otherwise be resold by us publicly without registration under that Act.
|
|
●
|
the initial and outstanding principal amount(s) and type of the securities;
|
|
●
|
the original and remaining term(s) to stated maturity of the securities;
|
|
●
|
the pass-through or bond rate(s) of the securities or the formula for determining those rate(s);
|
|
●
|
the payment characteristics of the securities;
|
|
●
|
the identity of the issuer(s), servicer(s) and trustee(s) for the securities;
|
|
●
|
a description of the related credit support, if any;
|
|
●
|
the type of mortgage loans underlying the securities;
|
|
●
|
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;
|
|
●
|
triggers or events that would trigger limits on or terminate the prefunding period and the effects of such triggers;
|
|
●
|
when and how new mortgage assets may be acquired during the prefunding period, and any limitation on the ability to add mortgage assets;
|
|
●
|
the acquisition or underwriting criteria for additional mortgage assets to be acquired during the prefunding period;
|
|
●
|
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;
|
|
●
|
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
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
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
|
|
●
|
a reserve fund.
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|
●
|
interest rate exchange agreements;
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●
|
interest rate cap agreements;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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.
|
|
●
|
in the case of a mortgage loan—
|
|
1.
|
the address of the related real property,
|
|
2.
|
the mortgage interest rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information,
|
|
3.
|
the remaining term to maturity, the maturity date or the anticipated repayment date, and
|
|
4.
|
the outstanding principal balance; and
|
|
●
|
in the case of a mortgage-backed security—
|
|
1.
|
the outstanding principal balance, and
|
|
2.
|
the pass-through rate or coupon rate.
|
|
●
|
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;
|
|
●
|
the warranting party’s title to each mortgage asset and the authority of the warranting party to sell that mortgage asset; and
|
|
●
|
in the case of a mortgage loan—
|
|
1.
|
the enforceability of the related mortgage note and mortgage,
|
|
2.
|
the existence of title insurance insuring the lien priority of the related mortgage, and
|
|
3.
|
the payment status of the mortgage loan.
|
|
●
|
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;
|
|
●
|
ensuring that the related properties are properly insured;
|
|
●
|
attempting to collect delinquent payments;
|
|
●
|
supervising foreclosures;
|
|
●
|
negotiating modifications;
|
|
●
|
responding to borrower requests for partial releases of the encumbered property, easements, consents to alteration or demolition and similar matters;
|
|
●
|
protecting the interests of certificateholders with respect to senior lienholders;
|
|
●
|
conducting inspections of the related real properties on a periodic or other basis;
|
|
●
|
collecting and evaluating financial statements for the related real properties;
|
|
●
|
managing or overseeing the management of real properties acquired on behalf of the trust through foreclosure, deed-in-lieu of foreclosure or otherwise; and
|
|
●
|
maintaining servicing records relating to mortgage loans in the trust.
|
|
●
|
mortgage loans that are delinquent with respect to a specified number of scheduled payments;
|
|
●
|
mortgage loans as to which there is a material non-monetary default;
|
|
●
|
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
|
|
●
|
real properties acquired as part of the trust with respect to defaulted mortgage loans.
|
|
●
|
make the initial determination of appropriate action,
|
|
●
|
evaluate the success of corrective action,
|
|
●
|
develop additional initiatives,
|
|
●
|
institute foreclosure proceedings and actually foreclose, or
|
|
●
|
accept a deed to a real property in lieu of foreclosure, on behalf of the certificateholders of the related series,
|
|
●
|
performing property inspections and collecting, and
|
|
●
|
evaluating financial statements.
|
|
●
|
continuing to receive payments on the mortgage loan,
|
|
●
|
making calculations with respect to the mortgage loan, and
|
|
●
|
making remittances and preparing reports to the related trustee and/or certificateholders with respect to the mortgage loan.
|
|
●
|
that mortgage-backed security will be registered in the name of the related trustee or its designee;
|
|
●
|
the related trustee will receive payments on that mortgage-backed security; and
|
|
●
|
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.
|
|
●
|
delinquent 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.
|
|
●
|
subsequent recoveries on the related mortgage loans, including amounts drawn under any fund or instrument constituting credit support, and
|
|
●
|
any other specific sources identified in the related prospectus supplement.
|
|
●
|
periodically from general collections on the mortgage assets in the related trust, prior to any payment to the related series of certificateholders, or
|
|
●
|
at any other times and from any sources as we may describe in the related prospectus supplement.
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
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
|
|
●
|
reckless disregard of those obligations and duties.
|
|
●
|
specifically required to be borne by the relevant party, without right of reimbursement, under the terms of that Governing Document;
|
|
●
|
incurred in connection with any breach on the part of the relevant party of a representation or warranty made in that Governing Document; or
|
|
●
|
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.
|
|
●
|
the action is related to the respective responsibilities of that party under the Governing Document for the affected series of offered certificates; and
|
|
●
|
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.
|
|
●
|
into which we or any related master servicer, special servicer or manager may be merged or consolidated, or
|
|
●
|
resulting from any merger or consolidation to which we or any related master servicer, special servicer or manager is a party, or
|
|
●
|
succeeding to all or substantially all of our business or the business of any related master servicer, special servicer or manager,
|
|
●
|
be authorized under those laws to exercise trust powers;
|
|
●
|
with limited exception, have a combined capital and surplus of at least $50,000,000; and
|
|
●
|
be subject to supervision or examination by federal or state authority.
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
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
|
|
●
|
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,
|
|
●
|
have the same series designation;
|
|
●
|
were issued under the same Governing Document; and
|
|
●
|
represent beneficial ownership interests in the same trust.
|
|
●
|
have the same class designation; and
|
|
●
|
have the same payment terms.
|
|
●
|
a stated principal amount, which will be represented by its principal balance, if any;
|
|
●
|
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;
|
|
●
|
specified, fixed or variable portions of the interest, principal or other amounts received on the related mortgage assets;
|
|
●
|
payments of principal, with disproportionate, nominal or no payments of interest;
|
|
●
|
payments of interest, with disproportionate, nominal or no payments of principal;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
payments of residual amounts remaining after required payments have been made with respect to other classes of certificates of the same series; or
|
|
●
|
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.
|
|
●
|
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
|
|
●
|
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
|
|
●
|
a 360-day year consisting of 12 30-day months,
|
|
●
|
the actual number of days elapsed during each relevant period in a year assumed to consist of 360 days,
|
|
●
|
the actual number of days elapsed during each relevant period in a normal calendar year, or
|
|
●
|
any other method identified in the related prospectus supplement.
|
|
●
|
based on the principal balances of some or all of the related mortgage assets; or
|
|
●
|
equal to the total principal balances of one or more other classes of certificates of the same series.
|
|
●
|
payments of principal actually made to the holders of that class, and
|
|
●
|
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.
|
|
●
|
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;
|
|
●
|
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
|
|
●
|
any other amounts described in the related prospectus supplement.
|
|
●
|
by reducing the entitlements to interest and/or the total principal balances of one or more of those classes; and/or
|
|
●
|
by establishing a priority of payments among those classes.
|
|
●
|
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;
|
|
●
|
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;
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
the payments made on that distribution date with respect to the applicable class of offered certificates, and
|
|
●
|
the recent performance of the mortgage assets.
|
|
●
|
that calendar year, or
|
|
●
|
the applicable portion of that calendar year during which the person was a certificateholder.
|
|
●
|
with respect to certain amendments to the related Governing Document as described under “Description of the Governing Documents—Amendment,” or
|
|
●
|
as otherwise specified in this prospectus or in the related prospectus supplement.
|
|
●
|
the final payment or other liquidation of the last mortgage asset in that trust; and
|
|
●
|
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.
|
|
●
|
a limited-purpose trust company organized under the New York Banking Law,
|
|
●
|
a “banking corporation” within the meaning of the New York Banking Law,
|
|
●
|
a member of the Federal Reserve System,
|
|
●
|
a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and
|
|
●
|
a “clearing agency” registered under the provisions of Section 17A of the Exchange Act.
|
|
●
|
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
|
|
●
|
the sole responsibility of each of those DTC participants, subject to any statutory or regulatory requirements in effect from time to time.
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
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);
|
|
●
|
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
|
|
●
|
the class or classes of exchangeable certificates must be exchanged in the proportions, if any, described in the related prospectus supplement.
|
|
●
|
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.
|
|
●
|
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
|
|
●
|
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.
|
|
●
|
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.
|
|
●
|
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.
|
|
●
|
the price you paid for your offered certificates,
|
|
●
|
the pass-through rate on your offered certificates, and
|
|
●
|
the amount and timing of payments on your offered certificates.
|
|
●
|
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;
|
|
●
|
the dates on which any balloon payments are due; and
|
|
●
|
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.
|
|
●
|
whether you purchased your offered certificates at a discount or premium and, if so, the extent of that discount or premium, and
|
|
●
|
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.
|
|
●
|
be based on the principal balances of some or all of the mortgage assets in the related trust, or
|
|
●
|
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.
|
|
●
|
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.
|
|
●
|
the availability of mortgage credit;
|
|
●
|
the relative economic vitality of the area in which the related real properties are located;
|
|
●
|
the quality of management of the related real properties;
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|
●
|
the servicing of the mortgage loans;
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|
●
|
possible changes in tax laws; and
|
|
●
|
other opportunities for investment.
|
|
●
|
the attractiveness of selling or refinancing a commercial or multifamily property, or
|
|
●
|
the likelihood of default under a commercial or multifamily mortgage loan,
|
|
●
|
prepayment lock-out periods, and
|
|
●
|
requirements that voluntary principal prepayments be accompanied by prepayment premiums, fees or charges.
|
|
●
|
to convert to a fixed rate loan and thereby lock in that rate, or
|
|
●
|
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
|
|
●
|
make other investments.
|
|
●
|
the particular factors that will affect the prepayment of the mortgage loans underlying any series of offered certificates,
|
|
●
|
the relative importance of those factors,
|
|
●
|
the percentage of the principal balance of those mortgage loans that will be paid as of any date, or
|
|
●
|
the overall rate of prepayment on those mortgage loans.
|
|
●
|
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.
|
|
●
|
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,
|
|
●
|
to refinance the loan, or
|
|
●
|
to sell the related real property.
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●
|
the bankruptcy of the borrower, or
|
|
●
|
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;
|
|
●
|
provides that its scheduled payment will adjust less frequently than its mortgage interest rate; or
|
|
●
|
provides for constant scheduled payments regardless of adjustments to its mortgage interest rate.
|
|
●
|
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.
|
|
●
|
a reduction in the entitlements to interest and/or the total principal balances of one or more classes of certificates; and/or
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|
●
|
the establishment of a priority of payments among classes of certificates.
|
|
●
|
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;
|
|
●
|
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
|
|
●
|
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;
|
|
●
|
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
|
|
●
|
the material provisions relating to that credit support.
|
|
●
|
the terms of the mortgage,
|
|
●
|
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.
|
|
●
|
a mortgagor, who is the owner of the encumbered interest in the real property, and
|
|
●
|
a mortgagee, who is the lender.
|
|
●
|
the trustor, who is the equivalent of a mortgagor,
|
|
●
|
the trustee to whom the real property is conveyed, and
|
|
●
|
the beneficiary for whose benefit the conveyance is made, who is the lender.
|
|
●
|
the express provisions of the related instrument,
|
|
●
|
the law of the state in which the real property is located,
|
|
●
|
various federal laws, and
|
|
●
|
in some deed of trust transactions, the directions of the beneficiary.
|
|
●
|
without a hearing or the lender’s consent, or
|
|
●
|
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
|
|
●
|
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 as¾
|
|
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, integrated 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, and in the case of REMIC regular certificates, the
|
|
●
|
“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 or other income on that certificate may not constitute “interest on obligations secured by mortgages on real property or on interests in 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 or other income on the related REMIC certificates is interest described in section 856(c)(3)(B) of the Internal Revenue Code.
|
|
●
|
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, 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 sum of 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; provided, however, that for purposes of this clause, alternative minimum taxable income is determined without regard to the special rule that taxable income cannot be less than 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
|
|
●
|
an entity that is classified as a U.S. partnership under the Internal Revenue Code if any of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership agreement) a foreign person.
|
|
●
|
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 or on interests in 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, and reduced by
|
|
●
|
the amount of any payments made on the mortgage loan during the accrual period prior to that day of amounts included in its stated redemption price.
|
|
●
|
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 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 entity 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.
|
$1,087,299,000
(Approximate)
Citigroup Commercial Mortgage
Trust 2014-GC23
(as Issuing Entity)
Citigroup Commercial Mortgage
Securities Inc.
(as Depositor)
Commercial Mortgage
Pass-Through Certificates,
Series 2014-GC23
|
|||||||||||
TABLE OF CONTENTS
|
||||||||||||
Prospectus Supplement
|
||||||||||||
Certificate Summary
|
S-13
|
|||||||||||
Summary
|
S-15
|
|||||||||||
Risk Factors
|
S-56
|
|||||||||||
Description of the Mortgage Pool
|
S-98
|
|||||||||||
Transaction Parties
|
S-160
|
|||||||||||
Description of the Offered Certificates
|
S-219
|
|||||||||||
Yield, Prepayment and Maturity Considerations
|
S-246
|
|||||||||||
The Pooling and Servicing Agreement
|
S-259
|
|||||||||||
Use Of Proceeds
|
S-310
|
|||||||||||
Material Federal Income Tax Consequences
|
S-311
|
|||||||||||
State and Other Tax Considerations
|
S-314
|
|||||||||||
ERISA Considerations
|
S-315
|
|||||||||||
Legal Investment
|
S-318
|
|||||||||||
Certain Legal Aspects of the Mortgage Loans
|
S-319
|
|||||||||||
Ratings
|
S-320
|
|||||||||||
Plan of Distribution (Underwriter Conflicts of Interest)
|
S-322
|
|||||||||||
Legal Matters
|
S-323
|
Class A-1
|
$
|
49,642,000
|
||||||||
Index of Significant Definitions
|
S-324
|
Class A-2
|
$
|
85,798,000
|
||||||||
Class A-3
|
$
|
300,000,000
|
||||||||||
Annex A
|
–
|
Statistical Characteristics of the Mortgage
|
Class A-4
|
$
|
345,240,000
|
|||||||
Loans
|
A-1
|
Class A-AB
|
$
|
81,766,000
|
||||||||
Annex B
|
–
|
Structural and Collateral Term Sheet
|
B-1
|
Class X-A
|
$
|
957,932,000
|
||||||
Annex C
|
–
|
Mortgage Pool Information
|
C-1
|
Class X-B
|
$
|
129,367,000
|
||||||
Annex D
|
–
|
Form of Distribution Date Statement
|
D-1
|
Class A-S
|
$
|
95,486,000
|
||||||
Annex E-1
|
–
|
Sponsor Representations and Warranties
|
E-1-1
|
Class B
|
$
|
80,084,000
|
||||||
Annex E-2
|
–
|
Exceptions to Sponsor Representations and
|
Class PEZ
|
$
|
224,853,000
|
|||||||
Warranties
|
E-2-1
|
Class C
|
$
|
49,283,000
|
||||||||
Annex F
|
–
|
Class A-AB Scheduled Principal Balance
|
||||||||||
Schedule
|
F-1
|
|||||||||||
Prospectus
|
PROSPECTUS SUPPLEMENT
|
|||||||||||
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
|
78
|
Co-Lead Managers and Joint Bookrunners
Citigroup
Goldman, Sachs & Co.
|
||||||||||
The Trust Fund
|
78
|
|||||||||||
Transaction Participants
|
87
|
|||||||||||
Description of the Governing Documents
|
89
|
|||||||||||
Description of the Certificates
|
101
|
|||||||||||
Yield and Maturity Considerations
|
117
|
|||||||||||
Description of Credit Support
|
124
|
|||||||||||
Certain Legal Aspects of the Mortgage Loans
|
126
|
|||||||||||
Material Federal Income Tax Consequences
|
147
|
Co-Managers
|
||||||||||
State and Other Tax Consequences
|
190
|
|||||||||||
ERISA Considerations
|
191
|
|||||||||||
Legal Investment
|
195
|
Drexel Hamilton RBS | ||||||||||
Use of Proceeds
|
196
|
|||||||||||
Method of Distribution
|
196
|
|||||||||||
Legal Matters
|
198
|
|||||||||||
Financial Information
|
198
|
|||||||||||
Ratings
|
198
|
July 17, 2014
|
||||||||||
Glossary
|
200
|
|||||||||||
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.
|
||||||||||||