| | FREE WRITING PROSPECTUS |
| | FILED PURSUANT TO RULE 433 |
| | REGISTRATION FILE NO.: 333-226123-07 |
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| Free Writing Prospectus dated February [3], 2020 The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File no. 333-226123) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (866) 669-7629 or by emailing the ABS Syndicate Desk atabs_synd@jpmorgan.com. The information in this file (the “File”) is an electronic copy of the information set forth in the Annex titled "Certain Characteristics of the Mortgage Loans and Mortgaged Properties" to the prospectus. This File does not contain all information that is required to be included in the prospectus. This File should be reviewed only in conjunction with the entire prospectus. Prospective investors are advised to read carefully, and should rely on, the prospectus relating to the certificates referred to herein in making their investment decision. The information in this File may be amended and/or supplemented prior to the time of sale. The information in this File supersedes any contrary information contained in any prior File relating to the certificates and will be superseded by any contrary information contained in any subsequent File prior to the time of sale. Methodologies used in deriving certain information contained in this File are more fully described elsewhere in the prospectus. The information in this File should not be viewed as projections, forecasts, predictions or opinions with respect to value. Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system. | |
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ANNEX A-1
| | | | | | | | | | | | | | | | |
| | | | | | | | Number of | Property | Property | | Year | | Unit of | | Occupancy |
Loan # | Seller(1) | Property Name | Street Address | City | State | Zip Code | County | Properties | Type(2) | Subtype | Year Built | Renovated | Units(3) | Measure | Occupancy %(4) | Date |
1 | JPMCB/GACC | 1633 Broadway | 1633 Broadway | New York | NY | 10019 | New York | 1 | Office | CBD | 1972 | 2013 | 2,561,512 | Square Feet | 98.4% | 10/31/19 |
2 | GACC | F5 Tower | 801 5th Avenue | Seattle | WA | 98104 | King | 1 | Office | CBD | 2019 | | 515,518 | Square Feet | 100.0% | 12/19/19 |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 3600 South Las Vegas Boulevard | Las Vegas | NV | 89109 | Clark | 1 | Hotel | Full Service | 1997 | 2019 | 3,933 | Rooms | 94.8% | 09/30/19 |
4 | JPMCB | Kings Plaza | 5100 Kings Plaza | Brooklyn | NY | 11234 | Kings | 1 | Retail | Super Regional Mall | 1969 | 2018 | 811,797 | Square Feet | 96.7% | 10/31/19 |
5 | JPMCB | 1501 Broadway | 1501 Broadway | New York | NY | 10036 | New York | 1 | Mixed Use | Office/Retail | 1926 | 2018 | 737,471 | Square Feet | 77.8% | 11/01/19 |
6 | CREFI | 805 Third Avenue | 805 Third Avenue | New York | NY | 10022 | New York | 1 | Office | CBD | 1982 | | 596,100 | Square Feet | 91.9% | 10/24/19 |
7 | GACC | 55 Hudson Yards | 550 West 34th Street | New York | NY | 10001 | New York | 1 | Office | CBD | 2018 | | 1,431,212 | Square Feet | 97.3% | 11/19/19 |
8 | GACC | Southcenter Mall | 2800 Southcenter Mall | Tukwila | WA | 98188 | King | 1 | Retail | Super Regional Mall | 1968 | 2008 | 783,068 | Square Feet | 84.1% | 11/30/19 |
9 | JPMCB | 181 West Madison | 181 West Madison Street | Chicago | IL | 60602 | Cook | 1 | Office | CBD | 1990 | 2016 | 946,099 | Square Feet | 87.7% | 11/30/19 |
10 | CREFI | Parkmerced | 3711 19th Avenue | San Francisco | CA | 94132 | San Francisco | 1 | Multifamily | High-Rise/Townhome | 1944, 1951 | 2009 | 3,165 | Units | 94.2% | 09/10/19 |
11 | GACC | 560 Mission Street | 560 Mission Street | San Francisco | CA | 94105 | San Francisco | 1 | Office | CBD | 2002 | | 668,149 | Square Feet | 98.4% | 10/31/19 |
12 | GACC | Starwood Industrial Portfolio | Various | Various | Various | Various | Various | 33 | Industrial | Various | Various | Various | 4,070,396 | Square Feet | 98.4% | Various |
12.01 | GACC | 101 45th Street | 101 45th Street | Munster | IN | 46321 | Lake | 1 | Industrial | Warehouse/Distribution | 1992 | | 349,988 | Square Feet | 81.2% | 11/26/19 |
12.02 | GACC | 4820-4850 Indianapolis Road | 4820-4850 Indianapolis Road | Whitestown | IN | 46075 | Boone | 1 | Industrial | Warehouse/Distribution | 2016 | | 323,000 | Square Feet | 100.0% | 11/26/19 |
12.03 | GACC | 8401 Bearing Drive | 8401 Bearing Drive | Indianapolis | IN | 46268 | Marion | 1 | Industrial | Warehouse/Distribution | 2015 | | 266,400 | Square Feet | 100.0% | 11/26/19 |
12.04 | GACC | 5900 North Meadows Drive | 5900 North Meadows Drive | Grove City | OH | 43123 | Franklin | 1 | Industrial | Warehouse/Distribution | 1997 | | 269,831 | Square Feet | 100.0% | 02/06/20 |
12.05 | GACC | 5701 North Meadows Drive | 5701 North Meadows Drive | Grove City | OH | 43123 | Franklin | 1 | Industrial | Warehouse/Distribution | 1997 | | 268,905 | Square Feet | 100.0% | 11/26/19 |
12.06 | GACC | 8421 Bearing Drive | 8421 Bearing Drive | Indianapolis | IN | 46268 | Marion | 1 | Industrial | Warehouse/Distribution | 2015 | | 124,200 | Square Feet | 100.0% | 11/26/19 |
12.07 | GACC | 6451-6471 Northwind Parkway | 6451-6471 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2016 | | 159,813 | Square Feet | 100.0% | 11/26/19 |
12.08 | GACC | 4910-4938 Indianapolis Road | 4910-4938 Indianapolis Road | Whitestown | IN | 46075 | Boone | 1 | Industrial | Warehouse/Distribution | 2016 | | 156,000 | Square Feet | 100.0% | 11/26/19 |
12.09 | GACC | 6221-6241 Northwind Parkway | 6221-6241 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2009 | | 150,000 | Square Feet | 100.0% | 11/26/19 |
12.10 | GACC | 775 Commerce Parkway West Drive | 775 Commerce Parkway West Drive | Greenwood | IN | 46143 | Johnson | 1 | Industrial | Warehouse/Distribution | 2014 | 2019 | 155,000 | Square Feet | 100.0% | 02/06/20 |
12.11 | GACC | 1901 Northwind Parkway | 1901 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2006 | | 101,437 | Square Feet | 100.0% | 11/26/19 |
12.12 | GACC | 333 45th Street | 333 45th Street | Munster | IN | 46321 | Lake | 1 | Industrial | Warehouse/Distribution | 1999 | 2015 | 140,000 | Square Feet | 100.0% | 02/06/20 |
12.13 | GACC | 221 South Swift Road | 221 South Swift Road | Addison | IL | 60101 | DuPage | 1 | Industrial | Warehouse/Distribution | 1995 | | 110,000 | Square Feet | 100.0% | 02/06/20 |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | W234N2091 Ridgeview Parkway Court | Pewaukee | WI | 53188 | Waukesha | 1 | Industrial | Warehouse/Distribution | 2001 | | 105,444 | Square Feet | 100.0% | 02/06/20 |
12.15 | GACC | 2240 Creekside Parkway | 2240 Creekside Parkway | Lockbourne | OH | 43137 | Franklin | 1 | Industrial | Warehouse/Distribution | 2012 | | 125,000 | Square Feet | 100.0% | 02/06/20 |
12.16 | GACC | 201 South Swift Road | 201 South Swift Road | Addison | IL | 60101 | DuPage | 1 | Industrial | Warehouse/Distribution | 1995 | | 85,000 | Square Feet | 100.0% | 02/06/20 |
12.17 | GACC | 8441 Bearing Drive | 8441 Bearing Drive | Indianapolis | IN | 46268 | Marion | 1 | Industrial | Warehouse/Distribution | 2015 | | 124,200 | Square Feet | 100.0% | 02/06/20 |
12.18 | GACC | 4700 Ironwood Drive | 4700 Ironwood Drive | Franklin | WI | 53132 | Milwaukee | 1 | Industrial | Warehouse/Distribution | 2000 | | 123,200 | Square Feet | 100.0% | 02/06/20 |
12.19 | GACC | 4410 North 132nd Street | 4410 North 132nd Street | Butler | WI | 53007 | Waukesha | 1 | Industrial | Warehouse/Distribution | 1998 | | 100,000 | Square Feet | 100.0% | 11/26/19 |
12.20 | GACC | 999 Gerdt Court | 999 Gerdt Court | Greenwood | IN | 46143 | Johnson | 1 | Industrial | Warehouse/Distribution | 2001 | | 132,315 | Square Feet | 100.0% | 11/26/19 |
12.21 | GACC | 480 45th Street | 480 45th Street | Munster | IN | 46321 | Lake | 1 | Industrial | Cold Storage | 2002 | 2011 | 107,095 | Square Feet | 100.0% | 02/06/20 |
12.22 | GACC | 12857 South Hamlin Court | 12857 South Hamlin Court | Alsip | IL | 60803 | Cook | 1 | Industrial | Warehouse/Distribution | 2014 | | 45,000 | Square Feet | 100.0% | 02/06/20 |
12.23 | GACC | 1695 Glen Ellyn Road | 1695 Glen Ellyn Road | Glendale Heights | IL | 60139 | DuPage | 1 | Industrial | Warehouse/Distribution | 2011 | | 40,080 | Square Feet | 100.0% | 02/06/20 |
12.24 | GACC | 1701-1721 Northwind Parkway | 1701-1721 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2005 | | 94,786 | Square Feet | 100.0% | 11/26/19 |
12.25 | GACC | 1245 Lakeside Drive | 1245 Lakeside Drive | Romeoville | IL | 60446 | Will | 1 | Industrial | Warehouse/Distribution | 1998 | | 59,976 | Square Feet | 100.0% | 02/06/20 |
12.26 | GACC | 3890 Perry Boulevard | 3890 Perry Boulevard | Whitestown | IN | 46075 | Boone | 1 | Industrial | Warehouse/Distribution | 2008 | 2013 | 70,000 | Square Feet | 100.0% | 02/06/20 |
12.27 | GACC | 215 45th Street | 215 45th Street | Munster | IN | 46321 | Lake | 1 | Industrial | Cold Storage | 2000 | | 65,000 | Square Feet | 100.0% | 02/06/20 |
12.28 | GACC | 845 Telser Road | 845 Telser Road | Lake Zurich | IL | 60047 | Lake | 1 | Industrial | Warehouse/Distribution | 2016 | | 20,000 | Square Feet | 100.0% | 02/06/20 |
12.29 | GACC | 1851 Northwind Parkway | 1851 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2014 | | 18,120 | Square Feet | 100.0% | 02/06/20 |
12.30 | GACC | 1650 Northwind Parkway | 1650 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2006 | | 50,400 | Square Feet | 100.0% | 02/06/20 |
12.31 | GACC | 225 45th Street | 225 45th Street | Munster | IN | 46321 | Lake | 1 | Industrial | Warehouse/Distribution | 2000 | | 45,000 | Square Feet | 100.0% | 02/06/20 |
12.32 | GACC | 1600-1640 Northwind Parkway | 1600-1640 Northwind Parkway | Hobart | IN | 46342 | Lake | 1 | Industrial | Warehouse/Distribution | 2006 | | 50,206 | Square Feet | 100.0% | 11/26/19 |
12.33 | GACC | 235 45th Street | 235 45th Street | Munster | IN | 46321 | Lake | 1 | Industrial | Warehouse/Distribution | 2000 | | 35,000 | Square Feet | 100.0% | 02/06/20 |
13 | CREFI | 650 Madison Avenue | 650 Madison Avenue | New York | NY | 10022 | New York | 1 | Mixed Use | Office/Retail | 1957, 1987 | 2015 | 600,415 | Square Feet | 97.4% | 10/01/19 |
ANNEX A-1
| | | | | | | Original | | Current | | | | | | Net | | |
| | | Appraised | Appraisal | Current | Original | Balance | Current | Balance | % of Initial | Crossed | Related | Interest | Admin. | Mortgage | | Monthly Debt |
Loan # | Seller(1) | Property Name | Value ($)(5) | Date | LTV %(5) | Balance ($)(6)(7) | per Unit ($) | Balance ($)(6)(7) | per Unit ($) | Pool Balance | Loan | Borrower(8) | Rate %(9) | Fee %(9) | Rate %(9) | Accrual Type | Service ($)(10)(11) |
1 | JPMCB/GACC | 1633 Broadway | 2,400,000,000 | 10/24/19 | 41.7% | 64,650,000 | 391 | 64,650,000 | 391 | 9.8% | No | No | 2.99000 | 0.01300 | 2.97700 | Actual/360 | 163,323.56 |
2 | GACC | F5 Tower | 470,000,000 | 11/05/19 | 39.4% | 55,500,000 | 359 | 55,500,000 | 359 | 8.4% | No | No | 3.69868 | 0.01300 | 3.68568 | Actual/360 | 173,439.84 |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 4,260,000,000 | 10/16/19 | 39.3% | 55,000,000 | 426,189 | 55,000,000 | 426,189 | 8.3% | No | No | 3.170153 | 0.01300 | 3.157153 | Actual/360 | 147,316.72 |
4 | JPMCB | Kings Plaza | 900,000,000 | 10/17/19 | 54.1% | 55,000,000 | 600 | 55,000,000 | 600 | 8.3% | No | No | 3.35880 | 0.01300 | 3.34580 | Actual/360 | 156,083.13 |
5 | JPMCB | 1501 Broadway | 900,000,000 | 10/11/19 | 22.2% | 55,000,000 | 271 | 55,000,000 | 271 | 8.3% | No | No | 3.03200 | 0.01300 | 3.01900 | Actual/360 | 140,896.76 |
6 | CREFI | 805 Third Avenue | 460,000,000 | 10/01/19 | 32.6% | 55,000,000 | 252 | 55,000,000 | 252 | 8.3% | No | No | 4.24000 | 0.01300 | 4.22700 | Actual/360 | 197,032.41 |
7 | GACC | 55 Hudson Yards | 2,400,000,000 | 10/15/19 | 39.4% | 52,450,000 | 660 | 52,450,000 | 660 | 7.9% | No | No | 2.95000 | 0.01300 | 2.93700 | Actual/360 | 130,730.41 |
8 | GACC | Southcenter Mall | 980,000,000 | 11/17/19 | 22.2% | 50,000,000 | 278 | 50,000,000 | 278 | 7.6% | No | No | 2.88000 | 0.01425 | 2.86575 | Actual/360 | 121,666.67 |
9 | JPMCB | 181 West Madison | 375,289,826 | 10/22/19 | 28.8% | 50,000,000 | 114 | 50,000,000 | 114 | 7.6% | No | No | 3.90000 | 0.01300 | 3.88700 | Actual/360 | 164,756.94 |
10 | CREFI | Parkmerced | 2,110,000,000 | 09/03/19 | 25.9% | 45,000,000 | 172,828 | 45,000,000 | 172,828 | 6.8% | No | No | 2.72457 | 0.01300 | 2.71157 | 30/360 | 102,171.38 |
11 | GACC | 560 Mission Street | 842,000,000 | 10/31/19 | 35.6% | 45,000,000 | 449 | 45,000,000 | 449 | 6.8% | No | No | 2.58900 | 0.01300 | 2.57600 | Actual/360 | 98,435.94 |
12 | GACC | Starwood Industrial Portfolio | 319,450,000 | Various | 45.2% | 39,500,000 | 36 | 39,500,000 | 36 | 6.0% | No | No | 3.23100 | 0.01425 | 3.21675 | Actual/360 | 107,830.89 |
12.01 | GACC | 101 45th Street | 24,400,000 | 10/29/19 | | 3,017,061 | | 3,017,061 | | 0.5% | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | 18,800,000 | 10/30/19 | | 2,324,620 | | 2,324,620 | | 0.4% | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | 18,300,000 | 10/30/19 | | 2,262,795 | | 2,262,795 | | 0.3% | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | 16,200,000 | 10/30/19 | | 2,003,130 | | 2,003,130 | | 0.3% | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | 14,900,000 | 10/30/19 | | 1,842,385 | | 1,842,385 | | 0.3% | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | 12,900,000 | 10/30/19 | | 1,595,085 | | 1,595,085 | | 0.2% | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | 12,500,000 | 10/29/19 | | 1,545,625 | | 1,545,625 | | 0.2% | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | 12,200,000 | 10/30/19 | | 1,508,530 | | 1,508,530 | | 0.2% | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | 12,000,000 | 10/29/19 | | 1,483,800 | | 1,483,800 | | 0.2% | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | 11,500,000 | 10/30/19 | | 1,421,975 | | 1,421,975 | | 0.2% | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | 11,100,000 | 10/29/19 | | 1,372,515 | | 1,372,515 | | 0.2% | | | | | | | |
12.12 | GACC | 333 45th Street | 10,600,000 | 10/29/19 | | 1,310,690 | | 1,310,690 | | 0.2% | | | | | | | |
12.13 | GACC | 221 South Swift Road | 10,200,000 | 10/30/19 | | 1,261,230 | | 1,261,230 | | 0.2% | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | 9,600,000 | 10/29/19 | | 1,187,040 | | 1,187,040 | | 0.2% | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | 9,200,000 | 10/30/19 | | 1,137,580 | | 1,137,580 | | 0.2% | | | | | | | |
12.16 | GACC | 201 South Swift Road | 9,100,000 | 10/30/19 | | 1,125,215 | | 1,125,215 | | 0.2% | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | 9,000,000 | 10/30/19 | | 1,112,850 | | 1,112,850 | | 0.2% | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | 8,800,000 | 10/29/19 | | 1,088,120 | | 1,088,120 | | 0.2% | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | 8,500,000 | 10/29/19 | | 1,051,025 | | 1,051,025 | | 0.2% | | | | | | | |
12.20 | GACC | 999 Gerdt Court | 8,300,000 | 10/30/19 | | 1,026,295 | | 1,026,295 | | 0.2% | | | | | | | |
12.21 | GACC | 480 45th Street | 8,200,000 | 10/29/19 | | 1,013,930 | | 1,013,930 | | 0.2% | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | 7,800,000 | 10/30/19 | | 964,470 | | 964,470 | | 0.1% | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | 7,300,000 | 10/30/19 | | 902,645 | | 902,645 | | 0.1% | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | 7,200,000 | 10/30/19 | | 890,280 | | 890,280 | | 0.1% | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | 6,300,000 | 10/30/19 | | 778,995 | | 778,995 | | 0.1% | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | 6,200,000 | 10/30/19 | | 766,630 | | 766,630 | | 0.1% | | | | | | | |
12.27 | GACC | 215 45th Street | 4,550,000 | 10/29/19 | | 562,608 | | 562,608 | | 0.1% | | | | | | | |
12.28 | GACC | 845 Telser Road | 4,500,000 | 10/30/19 | | 556,425 | | 556,425 | | 0.1% | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | 4,500,000 | 10/30/19 | | 556,425 | | 556,425 | | 0.1% | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | 4,000,000 | 10/29/19 | | 494,600 | | 494,600 | | 0.1% | | | | | | | |
12.31 | GACC | 225 45th Street | 4,000,000 | 10/29/19 | | 494,600 | | 494,600 | | 0.1% | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | 3,900,000 | 10/29/19 | | 482,235 | | 482,235 | | 0.1% | | | | | | | |
12.33 | GACC | 235 45th Street | 2,900,000 | 10/29/19 | | 358,585 | | 358,585 | | 0.1% | | | | | | | |
13 | CREFI | 650 Madison Avenue | 1,210,000,000 | 10/31/19 | 48.5% | 37,900,000 | 977 | 37,900,000 | 977 | 5.7% | No | No | 3.48600 | 0.01300 | 3.47300 | Actual/360 | 111,628.66 |
ANNEX A-1
| | | | | | | | | | | | | | | | |
| | | Annual Debt | | First | Partial IO | Partial IO Loan | Rem. | Rem. | | | Payment | Grace Period | Grace Period | | |
Loan # | Seller(1) | Property Name | Service ($)(11) | Note Date | Payment Date | Last IO Payment | First P&I Payment | Term | Amort | I/O Period | Seasoning | Due Date | (Late Payment)(12) | (Default)(12) | Maturity Date | ARD Loan |
1 | JPMCB/GACC | 1633 Broadway | 1,959,882.72 | 11/25/19 | 01/06/20 | | | 118 | 0 | 120 | 2 | 6 | 0 | 0 | 12/06/29 | No |
2 | GACC | F5 Tower | 2,081,278.08 | 12/19/19 | 02/06/20 | | | 119 | 0 | 120 | 1 | 6 | 0 | 0 | 01/06/30 | Yes |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 1,767,800.64 | 11/15/19 | 01/05/20 | | | 118 | 0 | 120 | 2 | 5 | 0 | 0 | 12/05/29 | No |
4 | JPMCB | Kings Plaza | 1,872,997.56 | 12/03/19 | 02/01/20 | | | 119 | 0 | 120 | 1 | 1 | 5 | 0 | 01/01/30 | No |
5 | JPMCB | 1501 Broadway | 1,690,761.12 | 12/12/19 | 02/06/20 | | | 119 | 0 | 120 | 1 | 6 | 0 | 0 | 01/06/30 | No |
6 | CREFI | 805 Third Avenue | 2,364,388.92 | 11/08/19 | 01/06/20 | | | 118 | 0 | 120 | 2 | 6 | 0 | 0 | 12/06/29 | No |
7 | GACC | 55 Hudson Yards | 1,568,764.92 | 11/21/19 | 01/06/20 | | | 118 | 0 | 120 | 2 | 6 | 0 | 0 | 12/06/29 | No |
8 | GACC | Southcenter Mall | 1,460,000.04 | 12/11/19 | 02/01/20 | | | 119 | 0 | 120 | 1 | 1 | 5 | 5 | 01/01/30 | No |
9 | JPMCB | 181 West Madison | 1,977,083.28 | 11/27/19 | 01/01/20 | | | 82 | 0 | 84 | 2 | 1 | 0 | 0 | 12/01/26 | No |
10 | CREFI | Parkmerced | 1,226,056.56 | 11/26/19 | 01/09/20 | | | 58 | 0 | 60 | 2 | 9 | 0 | 0 | 12/09/24 | No |
11 | GACC | 560 Mission Street | 1,181,231.28 | 12/05/19 | 01/06/20 | | | 118 | 0 | 120 | 2 | 6 | 5 | 0 | 12/06/29 | No |
12 | GACC | Starwood Industrial Portfolio | 1,293,970.68 | 11/26/19 | 01/06/20 | | | 118 | 0 | 120 | 2 | 6 | 0 | 0 | 12/06/29 | No |
12.01 | GACC | 101 45th Street | | | | | | | | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | | | | | | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | | | | | | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | | | | | | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | | | | | | | | | | | | | |
12.12 | GACC | 333 45th Street | | | | | | | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | | | | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | | | | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | | | | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | | | | | | | | | | | | | |
12.20 | GACC | 999 Gerdt Court | | | | | | | | | | | | | | |
12.21 | GACC | 480 45th Street | | | | | | | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | | | | | | | | |
12.27 | GACC | 215 45th Street | | | | | | | | | | | | | | |
12.28 | GACC | 845 Telser Road | | | | | | | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | | | | | | | | |
12.31 | GACC | 225 45th Street | | | | | | | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | | | | | | | | | |
12.33 | GACC | 235 45th Street | | | | | | | | | | | | | | |
13 | CREFI | 650 Madison Avenue | 1,339,543.92 | 11/26/19 | 01/08/20 | | | 118 | 0 | 120 | 2 | 8 | 3 | 0 | 12/08/29 | No |
ANNEX A-1
| | | | | | | | HISTORICAL FINANCIALS(14) |
| | | | | | | | | | | | | | | |
| | | Final | Maturity/ARD | | Maturity | Prepayment | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | 2018 | 2018 |
Loan # | Seller(1) | Property Name | Mat Date | Balance ($)(6) | | LTV %(5) | Provision (Payments)(13) | Revenues ($) | Total Expenses ($) | NOI ($) | Revenues ($) | Total Expenses ($) | NOI ($) | Revenues ($) | Total Expenses ($) |
1 | JPMCB/GACC | 1633 Broadway | 12/06/29 | 64,650,000 | | 41.7% | L(26),Def(87),O(7) | 155,689,790 | 61,868,404 | 93,821,386 | 159,464,803 | 65,274,796 | 94,190,007 | 179,219,236 | 70,120,786 |
2 | GACC | F5 Tower | 09/06/33 | 55,500,000 | | 39.4% | L(24),Grtr1%orYM(1),DeforGrtr1%orYM(88),O(7) | | | | | | | | |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 12/05/29 | 55,000,000 | | 39.3% | Grtr0.5%orYM(26),DeforGrtr0.5%orYM(87),O(7) | 1,364,138,212 | 883,316,117 | 480,822,095 | 1,365,570,769 | 859,834,535 | 505,736,234 | 1,367,835,267 | 877,969,225 |
4 | JPMCB | Kings Plaza | 01/01/30 | 55,000,000 | | 54.1% | L(25),Grtr1%orYM(90),O(5) | 71,759,240 | 29,160,529 | 42,598,711 | 64,923,243 | 25,486,495 | 39,436,748 | 69,684,148 | 27,595,961 |
5 | JPMCB | 1501 Broadway | 01/06/30 | 55,000,000 | | 22.2% | L(25),Def(90),O(5) | 38,584,990 | 19,391,068 | 19,193,922 | 40,459,655 | 20,217,261 | 20,242,394 | 44,459,219 | 20,188,804 |
6 | CREFI | 805 Third Avenue | 12/06/29 | 55,000,000 | | 32.6% | L(26),Def(87),O(7) | 30,653,344 | 14,898,290 | 15,755,054 | 29,950,919 | 15,081,158 | 14,869,761 | 31,876,971 | 15,290,213 |
7 | GACC | 55 Hudson Yards | 12/06/29 | 52,450,000 | | 39.4% | L(26),DeforGrtr1%orYM(87),O(7) | | | | | | | | |
8 | GACC | Southcenter Mall | 01/01/30 | 50,000,000 | | 22.2% | L(25),DeforGrtr1%orYM(91),O(4) | 62,363,757 | 17,594,460 | 44,769,297 | 61,877,793 | 18,294,166 | 43,583,627 | 63,260,401 | 19,078,116 |
9 | JPMCB | 181 West Madison | 12/01/26 | 50,000,000 | | 28.8% | L(26),Def(53),O(5) | | | | 38,996,305 | 15,793,194 | 23,203,111 | 38,476,327 | 17,173,921 |
10 | CREFI | Parkmerced | 12/09/24 | 45,000,000 | | 25.9% | YM(57),O(3) | 83,181,077 | 38,976,882 | 44,204,195 | 90,052,338 | 40,409,981 | 49,642,357 | 95,282,237 | 41,596,712 |
11 | GACC | 560 Mission Street | 12/06/29 | 45,000,000 | | 35.6% | L(26),DeforGrtr1%orYM(87),O(7) | 50,385,582 | 12,540,816 | 37,844,766 | 42,356,897 | 11,585,462 | 30,771,436 | 49,571,805 | 11,702,280 |
12 | GACC | Starwood Industrial Portfolio | 12/06/29 | 39,500,000 | | 45.2% | L(26),Def(90),O(4) | | | | 21,058,823 | 4,735,117 | 16,323,706 | 22,326,752 | 5,213,552 |
12.01 | GACC | 101 45th Street | | 3,017,061 | | | | | | | 1,650,705 | 472,856 | 1,177,849 | 946,261 | 557,687 |
12.02 | GACC | 4820-4850 Indianapolis Road | | 2,324,620 | | | | | | | 627,749 | 135,220 | 492,529 | 1,183,932 | 160,064 |
12.03 | GACC | 8401 Bearing Drive | | 2,262,795 | | | | | | | 1,286,864 | 139,410 | 1,147,454 | 1,520,727 | 247,258 |
12.04 | GACC | 5900 North Meadows Drive | | 2,003,130 | | | | | | | 892,360 | 508,885 | 383,475 | 1,269,866 | 554,658 |
12.05 | GACC | 5701 North Meadows Drive | | 1,842,385 | | | | | | | 1,293,772 | 464,854 | 828,918 | 1,348,864 | 493,248 |
12.06 | GACC | 8421 Bearing Drive | | 1,595,085 | | | | | | | 757,259 | 86,472 | 670,787 | 738,237 | 126,425 |
12.07 | GACC | 6451-6471 Northwind Parkway | | 1,545,625 | | | | | | | 717,424 | 128,860 | 588,565 | 902,730 | 144,034 |
12.08 | GACC | 4910-4938 Indianapolis Road | | 1,508,530 | | | | | | | 444,731 | 135,298 | 309,433 | 761,921 | 97,686 |
12.09 | GACC | 6221-6241 Northwind Parkway | | 1,483,800 | | | | | | | 899,965 | 237,017 | 662,948 | 932,905 | 277,082 |
12.10 | GACC | 775 Commerce Parkway West Drive | | 1,421,975 | | | | | | | 503,357 | 68,700 | 434,657 | 520,062 | 70,481 |
12.11 | GACC | 1901 Northwind Parkway | | 1,372,515 | | | | | | | 1,011,074 | 209,378 | 801,696 | 1,080,973 | 217,303 |
12.12 | GACC | 333 45th Street | | 1,310,690 | | | | | | | 651,000 | 22,627 | 628,373 | 651,000 | 27,309 |
12.13 | GACC | 221 South Swift Road | | 1,261,230 | | | | | | | 476,300 | 15,074 | 461,226 | 565,675 | 19,506 |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | 1,187,040 | | | | | | | 839,587 | 118,769 | 720,818 | 770,953 | 111,683 |
12.15 | GACC | 2240 Creekside Parkway | | 1,137,580 | | | | | | | 646,718 | 52,362 | 594,357 | 688,887 | 80,991 |
12.16 | GACC | 201 South Swift Road | | 1,125,215 | | | | | | | 488,184 | 194,393 | 293,791 | 641,561 | 181,762 |
12.17 | GACC | 8441 Bearing Drive | | 1,112,850 | | | | | | | 376,927 | 88,330 | 288,597 | 581,294 | 111,666 |
12.18 | GACC | 4700 Ironwood Drive | | 1,088,120 | | | | | | | 743,927 | 186,720 | 557,207 | 722,520 | 166,173 |
12.19 | GACC | 4410 North 132nd Street | | 1,051,025 | | | | | | | 724,771 | 213,364 | 511,406 | 626,181 | 230,490 |
12.20 | GACC | 999 Gerdt Court | | 1,026,295 | | | | | | | 679,399 | 183,851 | 495,548 | 666,142 | 171,473 |
12.21 | GACC | 480 45th Street | | 1,013,930 | | | | | | | 569,471 | 20,893 | 548,578 | 353,643 | 96,641 |
12.22 | GACC | 12857 South Hamlin Court | | 964,470 | | | | | | | 585,217 | 164,051 | 421,166 | 618,715 | 194,648 |
12.23 | GACC | 1695 Glen Ellyn Road | | 902,645 | | | | | | | 595,571 | 139,684 | 455,887 | 600,532 | 138,413 |
12.24 | GACC | 1701-1721 Northwind Parkway | | 890,280 | | | | | | | 644,871 | 185,735 | 459,135 | 662,171 | 194,092 |
12.25 | GACC | 1245 Lakeside Drive | | 778,995 | | | | | | | 417,576 | 143,974 | 273,602 | 407,773 | 161,805 |
12.26 | GACC | 3890 Perry Boulevard | | 766,630 | | | | | | | 386,242 | 58,482 | 327,760 | 396,331 | 66,688 |
12.27 | GACC | 215 45th Street | | 562,608 | | | | | | | 296,833 | 9,916 | 286,917 | 303,333 | 11,967 |
12.28 | GACC | 845 Telser Road | | 556,425 | | | | | | | 313,289 | 41,272 | 272,018 | 342,147 | 48,087 |
12.29 | GACC | 1851 Northwind Parkway | | 556,425 | | | | | | | 340,668 | 54,854 | 285,814 | 333,543 | 38,768 |
12.30 | GACC | 1650 Northwind Parkway | | 494,600 | | | | | | | 255,915 | 10,671 | 245,245 | 264,019 | 12,264 |
12.31 | GACC | 225 45th Street | | 494,600 | | | | | | | 238,125 | 12,729 | 225,396 | 242,625 | 9,622 |
12.32 | GACC | 1600-1640 Northwind Parkway | | 482,235 | | | | | | | 449,668 | 143,743 | 305,924 | 432,396 | 130,109 |
12.33 | GACC | 235 45th Street | | 358,585 | | | | | | | 253,304 | 86,673 | 166,631 | 248,831 | 63,469 |
13 | CREFI | 650 Madison Avenue | 12/08/29 | 37,900,000 | | 48.5% | L(26),Def(87),O(7) | 67,178,535 | 24,477,341 | 42,701,194 | 72,488,704 | 25,947,358 | 46,541,346 | 75,039,495 | 26,481,999 |
ANNEX A-1
| | | HISTORICAL FINANCIALS(14) | | | | | | | | | |
| | | | | | | | UW | | | | | | | | |
| | | 2018 | Most Recent | Most Recent | Most Recent | | Economic | UW | UW Total | UW | UW Capital | UW | UW | UW NCF | UW NOI |
Loan # | Seller(1) | Property Name | NOI ($) | Revenues ($) | Total Expenses ($) | NOI ($)(15) | As of | Occupancy % | Revenues ($)(4) | Expenses ($) | NOI ($)(4)(15)(16) | Items ($) | NCF ($)(4)(16) | NOI DSCR(17) | DSCR(17) | Debt Yield % |
1 | JPMCB/GACC | 1633 Broadway | 109,098,450 | 182,760,348 | 71,951,033 | 110,809,315 | 09/30/19 | 95.9% | 190,585,947 | 71,435,784 | 119,150,163 | 2,472,436 | 116,677,727 | 3.93 | 3.84 | 11.9% |
2 | GACC | F5 Tower | | 31,110,161 | 8,731,929 | 22,378,232 | T1 Annualized 12/31/2019 | 95.2% | 32,787,852 | 8,792,416 | 23,995,436 | 876,381 | 23,119,056 | 3.46 | 3.33 | 13.0% |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 489,866,042 | 1,349,062,464 | 874,997,149 | 474,065,315 | 09/30/19 | 94.8% | 1,349,062,464 | 874,997,149 | 474,065,315 | 20,235,937 | 453,829,378 | 8.80 | 8.42 | 28.3% |
4 | JPMCB | Kings Plaza | 42,088,187 | 76,315,642 | 28,858,298 | 47,457,344 | 09/30/19 | 95.0% | 81,045,187 | 29,004,262 | 52,040,925 | 1,134,954 | 50,905,970 | 3.14 | 3.07 | 10.7% |
5 | JPMCB | 1501 Broadway | 24,270,415 | 45,988,841 | 21,992,510 | 23,996,331 | 09/30/19 | 81.6% | 50,507,018 | 22,848,219 | 27,658,799 | 870,216 | 26,788,583 | 4.50 | 4.36 | 13.8% |
6 | CREFI | 805 Third Avenue | 16,586,758 | 31,859,168 | 15,087,482 | 16,771,686 | 08/31/19 | 91.3% | 33,275,196 | 15,020,787 | 18,254,409 | 1,319,220 | 16,935,189 | 2.83 | 2.63 | 12.2% |
7 | GACC | 55 Hudson Yards | | | | | | 96.6% | 149,111,008 | 45,210,677 | 103,900,331 | 3,864,272 | 100,036,059 | 3.68 | 3.54 | 11.0% |
8 | GACC | Southcenter Mall | 44,182,284 | 60,001,063 | 18,292,261 | 41,708,802 | 10/31/19 | 90.7% | 59,376,497 | 16,700,013 | 42,676,484 | 1,127,618 | 41,548,866 | 6.70 | 6.53 | 19.6% |
9 | JPMCB | 181 West Madison | 21,302,406 | 39,800,913 | 17,954,617 | 21,846,296 | 09/30/19 | 92.0% | 41,394,765 | 19,384,258 | 22,010,506 | 2,081,418 | 19,929,089 | 5.16 | 4.67 | 20.4% |
10 | CREFI | Parkmerced | 53,685,525 | 99,501,311 | 43,742,948 | 55,758,363 | 08/31/19 | 91.9% | 102,983,881 | 42,514,116 | 60,469,764 | 791,250 | 59,678,514 | 4.06 | 4.00 | 11.1% |
11 | GACC | 560 Mission Street | 37,869,525 | 50,792,721 | 12,479,248 | 38,313,473 | 09/30/19 | 96.0% | 54,738,187 | 12,064,089 | 42,674,098 | 1,469,928 | 41,204,170 | 5.42 | 5.23 | 14.2% |
12 | GACC | Starwood Industrial Portfolio | 17,113,200 | | | | | 95.0% | 26,338,363 | 7,461,253 | 18,877,110 | 1,493,800 | 17,383,310 | 3.99 | 3.67 | 13.1% |
12.01 | GACC | 101 45th Street | 388,574 | | | | | 95.0% | 2,182,784 | 554,260 | 1,628,525 | 113,164 | 1,515,360 | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | 1,023,868 | | | | | 95.0% | 1,289,010 | 255,245 | 1,033,764 | 101,033 | 932,732 | | | |
12.03 | GACC | 8401 Bearing Drive | 1,273,469 | | | | | 95.0% | 1,370,682 | 285,114 | 1,085,568 | 87,316 | 998,252 | | | |
12.04 | GACC | 5900 North Meadows Drive | 715,207 | | | | | 95.0% | 1,474,095 | 617,838 | 856,257 | 94,656 | 761,601 | | | |
12.05 | GACC | 5701 North Meadows Drive | 855,616 | | | | | 95.0% | 1,383,753 | 584,653 | 799,101 | 92,161 | 706,940 | | | |
12.06 | GACC | 8421 Bearing Drive | 611,812 | | | | | 95.0% | 887,036 | 186,509 | 700,527 | 46,678 | 653,850 | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | 758,696 | | | | | 95.0% | 959,134 | 199,654 | 759,480 | 58,043 | 701,437 | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | 664,235 | | | | | 95.0% | 809,898 | 143,521 | 666,377 | 53,625 | 612,752 | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | 655,822 | | | | | 95.0% | 1,026,222 | 382,298 | 643,924 | 57,658 | 586,266 | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | 449,581 | | | | | 95.0% | 799,547 | 101,972 | 697,575 | 52,884 | 644,690 | | | |
12.11 | GACC | 1901 Northwind Parkway | 863,670 | | | | | 95.0% | 1,089,747 | 321,906 | 767,840 | 48,577 | 719,263 | | | |
12.12 | GACC | 333 45th Street | 623,691 | | | | | 95.0% | 919,741 | 271,897 | 647,844 | 52,668 | 595,176 | | | |
12.13 | GACC | 221 South Swift Road | 546,169 | | | | | 95.0% | 788,278 | 259,290 | 528,987 | 43,181 | 485,806 | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | 659,270 | | | | | 95.0% | 700,785 | 114,411 | 586,374 | 39,764 | 546,610 | | | |
12.15 | GACC | 2240 Creekside Parkway | 607,896 | | | | | 95.0% | 910,231 | 348,263 | 561,968 | 49,637 | 512,332 | | | |
12.16 | GACC | 201 South Swift Road | 459,799 | | | | | 95.0% | 748,895 | 294,227 | 454,668 | 36,896 | 417,772 | | | |
12.17 | GACC | 8441 Bearing Drive | 469,628 | | | | | 95.0% | 625,134 | 161,410 | 463,724 | 42,194 | 421,531 | | | |
12.18 | GACC | 4700 Ironwood Drive | 556,348 | | | | | 95.0% | 721,128 | 184,917 | 536,211 | 43,992 | 492,219 | | | |
12.19 | GACC | 4410 North 132nd Street | 395,692 | | | | | 95.0% | 787,646 | 279,074 | 508,572 | 40,784 | 467,788 | | | |
12.20 | GACC | 999 Gerdt Court | 494,669 | | | | | 95.0% | 679,876 | 232,655 | 447,221 | 45,304 | 401,917 | | | |
12.21 | GACC | 480 45th Street | 257,002 | | | | | 95.0% | 765,833 | 161,078 | 604,755 | 38,056 | 566,700 | | | |
12.22 | GACC | 12857 South Hamlin Court | 424,067 | | | | | 95.0% | 664,701 | 193,301 | 471,400 | 25,724 | 445,676 | | | |
12.23 | GACC | 1695 Glen Ellyn Road | 462,119 | | | | | 95.0% | 612,878 | 144,685 | 468,193 | 22,921 | 445,272 | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | 468,079 | | | | | 95.0% | 685,154 | 244,477 | 440,678 | 36,062 | 404,616 | | | |
12.25 | GACC | 1245 Lakeside Drive | 245,968 | | | | | 95.0% | 500,222 | 191,069 | 309,153 | 25,322 | 283,831 | | | |
12.26 | GACC | 3890 Perry Boulevard | 329,644 | | | | | 95.0% | 412,923 | 91,318 | 321,605 | 24,877 | 296,728 | | | |
12.27 | GACC | 215 45th Street | 291,366 | | | | | 95.0% | 401,686 | 112,543 | 289,143 | 23,808 | 265,335 | | | |
12.28 | GACC | 845 Telser Road | 294,060 | | | | | 95.0% | 369,948 | 56,349 | 313,598 | 12,463 | 301,135 | | | |
12.29 | GACC | 1851 Northwind Parkway | 294,775 | | | | | 95.0% | 350,028 | 44,891 | 305,137 | 12,669 | 292,468 | | | |
12.30 | GACC | 1650 Northwind Parkway | 251,755 | | | | | 95.0% | 338,170 | 96,420 | 241,750 | 19,205 | 222,544 | | | |
12.31 | GACC | 225 45th Street | 233,003 | | | | | 95.0% | 331,235 | 106,702 | 224,533 | 17,196 | 207,338 | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | 302,287 | | | | | 95.0% | 501,937 | 168,716 | 333,220 | 21,619 | 311,602 | | | |
12.33 | GACC | 235 45th Street | 185,362 | | | | | 95.0% | 250,027 | 70,590 | 179,438 | 13,664 | 165,774 | | | |
13 | CREFI | 650 Madison Avenue | 48,557,496 | 78,288,218 | 27,326,681 | 50,961,537 | 09/30/19 | 96.3% | 87,327,989 | 28,901,495 | 58,426,495 | 1,650,104 | 56,776,391 | 2.82 | 2.74 | 10.0% |
ANNEX A-1
| | | | | | | | | | UPFRONT ESCROW(20) |
| | | | | | | | | | | | |
| | | UW NCF | | Ground Lease | Ground Lease | Franchise | | | Upfront Capex | Upfront Engin. | Upfront Envir. |
Loan # | Seller(1) | Property Name | Debt Yield % | Title Type(18) | Expiration | Extension Terms | Expiration Date(19) | PML % | | Reserve ($) | Reserve ($) | Reserve ($) |
1 | JPMCB/GACC | 1633 Broadway | 11.7% | Fee | | | | | | 0 | 0 | 0 |
2 | GACC | F5 Tower | 12.5% | Fee | | | | 9% | | 0 | 0 | 0 |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 27.1% | Fee/Leasehold | 04/27/2033 | Two, 20-year options | | | | 0 | 0 | 0 |
4 | JPMCB | Kings Plaza | 10.5% | Fee/Leasehold | 05/28/2028 | Three, 10-year options followed by one, nine-year option | | | | 0 | 0 | 0 |
5 | JPMCB | 1501 Broadway | 13.4% | Fee | | | | | | 0 | 955,000 | 0 |
6 | CREFI | 805 Third Avenue | 11.3% | Fee | | | | | | 0 | 458,500 | 0 |
7 | GACC | 55 Hudson Yards | 10.6% | Fee | | | | | | 0 | 0 | 0 |
8 | GACC | Southcenter Mall | 19.1% | Fee/Leasehold | 06/30/2045 | None | | 10% | | 0 | 0 | 0 |
9 | JPMCB | 181 West Madison | 18.5% | Fee | | | | | | 0 | 0 | 0 |
10 | CREFI | Parkmerced | 10.9% | Fee | | | | 18% | | 0 | 108,207 | 0 |
11 | GACC | 560 Mission Street | 13.7% | Fee | | | | 9% | | 0 | 0 | 0 |
12 | GACC | Starwood Industrial Portfolio | 12.0% | Fee | | | | | | 0 | 0 | 0 |
12.01 | GACC | 101 45th Street | | Fee | | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | Fee | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | Fee | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | Fee | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | Fee | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | Fee | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | Fee | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | Fee | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | Fee | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | Fee | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | Fee | | | | | | | | |
12.12 | GACC | 333 45th Street | | Fee | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | Fee | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | Fee | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | Fee | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | Fee | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | Fee | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | Fee | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | Fee | | | | | | | | |
12.20 | GACC | 999 Gerdt Court | | Fee | | | | | | | | |
12.21 | GACC | 480 45th Street | | Fee | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | Fee | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | Fee | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | Fee | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | Fee | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | Fee | | | | | | | | |
12.27 | GACC | 215 45th Street | | Fee | | | | | | | | |
12.28 | GACC | 845 Telser Road | | Fee | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | Fee | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | Fee | | | | | | | | |
12.31 | GACC | 225 45th Street | | Fee | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | Fee | | | | | | | | |
12.33 | GACC | 235 45th Street | | Fee | | | | | | | | |
13 | CREFI | 650 Madison Avenue | 9.7% | Fee | | | | | | 0 | 0 | 0 |
ANNEX A-1
| | | UPFRONT ESCROW(20) |
| | | | | | | | |
| | | Upfront TI/LC | Upfront RE Tax | Upfront Ins. | Upfront Debt Service | Upfront Other | Other Upfront |
Loan # | Seller(1) | Property Name | Reserve ($) | Reserve ($) | Reserve ($) | Reserve ($) | Reserve ($) | Description ($) |
1 | JPMCB/GACC | 1633 Broadway | 0 | 0 | 0 | 0 | 36,389,727 | Unfunded Obligations Reserve |
2 | GACC | F5 Tower | 0 | 644,935 | 0 | 0 | 0 | |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 0 | 0 | 0 | 0 | 0 | |
4 | JPMCB | Kings Plaza | 0 | 0 | 0 | 0 | 0 | |
5 | JPMCB | 1501 Broadway | 0 | 0 | 0 | 0 | 0 | |
6 | CREFI | 805 Third Avenue | 4,000,000 | 0 | 0 | 0 | 713,361 | Unfunded Obligation Reserve |
7 | GACC | 55 Hudson Yards | 34,260,641 | 0 | 0 | 0 | 26,956,977 | Free Rent Escrow Reserve: 11,482,346; Milbank Escrow Reserve: 11,000,000; MarketAxess Escrow Reserve: 4,474,631 |
8 | GACC | Southcenter Mall | 0 | 0 | 0 | 0 | 0 | |
9 | JPMCB | 181 West Madison | 157,683 | 0 | 0 | 0 | 2,822,678 | Free Rent Reserve: 1,532,852; Outstanding Rollover Reserve: 1,229,826; Outstanding Capex Reserve: 60,000 |
10 | CREFI | Parkmerced | 0 | 795,083 | 0 | 0 | 0 | |
11 | GACC | 560 Mission Street | 2,152,612 | 0 | 0 | 0 | 0 | |
12 | GACC | Starwood Industrial Portfolio | 0 | 0 | 0 | 0 | 880,000 | Roof Repair Reserve |
12.01 | GACC | 101 45th Street | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | | | | | |
12.12 | GACC | 333 45th Street | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | | | | | |
12.20 | GACC | 999 Gerdt Court | | | | | | |
12.21 | GACC | 480 45th Street | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | | | |
12.27 | GACC | 215 45th Street | | | | | | |
12.28 | GACC | 845 Telser Road | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | | | |
12.31 | GACC | 225 45th Street | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | |
12.33 | GACC | 235 45th Street | | | | | | |
13 | CREFI | 650 Madison Avenue | 0 | 0 | 0 | 0 | 9,576,014 | Free Rent Reserve: 6,378,315; Unfunded Obligations: 3,197,699 |
ANNEX A-1
| | | MONTHLY ESCROW(21) | | | RESERVE CAPS(22) |
| | | | | | | | | | | | | |
| | | | Monthly Capex | Monthly Envir. | Monthly TI/LC | Monthly RE Tax | Monthly Ins. | Monthly Other | Other Monthly | | CapEx | Envir. |
Loan # | Seller(1) | Property Name | | Reserve ($) | Reserve ($) | Reserve ($) | Reserve ($) | Reserve ($) | Reserve ($) | Description ($) | | Reserve Cap ($) | Reserve Cap ($) |
1 | JPMCB/GACC | 1633 Broadway | | Springing | 0 | Springing | Springing | Springing | 0 | | | 1,024,605 | |
2 | GACC | F5 Tower | | Springing | 0 | 0 | 214,978 | Springing | Springing | Lease Sweep Reserve | | | |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | | Springing | 0 | 0 | Springing | Springing | 0 | | | | |
4 | JPMCB | Kings Plaza | | Springing | 0 | Springing | Springing | Springing | Springing | Ground Rent Reserve | | 24 times monthly constant | |
5 | JPMCB | 1501 Broadway | | 0 | 0 | 0 | Springing | Springing | 0 | | | | |
6 | CREFI | 805 Third Avenue | | 9,807 | 0 | Springing | 700,333 | Springing | 0 | | | 450,000 | |
7 | GACC | 55 Hudson Yards | | Springing | 0 | Springing | Springing | Springing | 0 | | | | |
8 | GACC | Southcenter Mall | | Springing | 0 | Springing | Springing | Springing | Springing | Parking Area Rent Reserve | | 148,783 | |
9 | JPMCB | 181 West Madison | | Springing | 0 | 157,683 | Springing | Springing | 0 | | | 567,660 | |
10 | CREFI | Parkmerced | | 65,938 | 0 | 0 | 795,083 | Springing | 0 | | | | |
11 | GACC | 560 Mission Street | | Springing | 0 | Springing | Springing | Springing | 0 | | | 267,260 | |
12 | GACC | Starwood Industrial Portfolio | | Springing | 0 | Springing | Springing | Springing | 0 | | | 1,221,119 | |
12.01 | GACC | 101 45th Street | | | | | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | | | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | | | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | | | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | | | | | | | | | | |
12.12 | GACC | 333 45th Street | | | | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | | | | | | | | | | |
12.20 | GACC | 999 Gerdt Court | | | | | | | | | | | |
12.21 | GACC | 480 45th Street | | | | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | | | | | |
12.27 | GACC | 215 45th Street | | | | | | | | | | | |
12.28 | GACC | 845 Telser Road | | | | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | | | | | |
12.31 | GACC | 225 45th Street | | | | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | | | | | | |
12.33 | GACC | 235 45th Street | | | | | | | | | | | |
13 | CREFI | 650 Madison Avenue | | Springing | 0 | Springing | Springing | Springing | 0 | | | | |
ANNEX A-1
| | | RESERVE CAPS(22) | | | LARGEST TENANT(4), (23), (24), (25) |
| | | | | | | | | | | | |
| | | TI/LC | RE Tax | Insur. | Debt Service | Other | | Single | | | Lease |
Loan # | Seller(1) | Property Name | Reserve Cap ($) | Reserve Cap ($) | Reserve Cap ($) | Reserve Cap ($) | Reserve Cap ($) | | Tenant | Largest Tenant | Unit Size | Expiration |
1 | JPMCB/GACC | 1633 Broadway | 5,123,024 | | | | | | No | Allianz Asset Management of America L.P. | 320,911 | 01/31/31 |
2 | GACC | F5 Tower | | | | | Various | | Yes | F5 Networks, Inc. | 515,518 | 09/30/33 |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | | | | | | | No | | | |
4 | JPMCB | Kings Plaza | 24 times monthly constant | | | | | | No | Lowe's Home Centers | 114,000 | 05/31/28 |
5 | JPMCB | 1501 Broadway | | | | | | | No | Hardesty & Hanover | 52,364 | 12/31/30 |
6 | CREFI | 805 Third Avenue | 4,000,000 | | | | | | No | Meredith Corporation | 212,594 | 12/31/26 |
7 | GACC | 55 Hudson Yards | | | | | | | No | Point72 | 332,283 | 04/30/34 |
8 | GACC | Southcenter Mall | 978,835 | | | | | | No | American Multi-Cinema | 70,000 | 07/31/23 |
9 | JPMCB | 181 West Madison | 7,000,000 | | | | | | No | The Northern Trust Company | 400,030 | 12/31/25 |
10 | CREFI | Parkmerced | | | | | | | No | | | |
11 | GACC | 560 Mission Street | 2,004,447 | | | | | | No | JP Morgan | 246,384 | 09/30/25 |
12 | GACC | Starwood Industrial Portfolio | 2,849,277 | | | | | | Various | | | |
12.01 | GACC | 101 45th Street | | | | | | | No | McJunkin Corp. | 140,980 | 12/31/23 |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | | No | Cummins Inc. | 171,000 | 08/10/21 |
12.03 | GACC | 8401 Bearing Drive | | | | | | | No | The Harvard Drug Store | 196,200 | 06/30/25 |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | Yes | CTDI | 269,831 | 02/28/23 |
12.05 | GACC | 5701 North Meadows Drive | | | | | | | No | ODW Logistics | 190,400 | 11/30/23 |
12.06 | GACC | 8421 Bearing Drive | | | | | | | No | Sankyo America | 67,850 | 11/30/25 |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | | No | Calpipe Industries | 105,952 | 03/31/23 |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | | No | Stephen Gould Corp. | 130,000 | 03/31/30 |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | | No | Foremost Groups | 87,985 | 11/30/20 |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | Yes | Poynter Sheet Metal | 155,000 | 12/31/34 |
12.11 | GACC | 1901 Northwind Parkway | | | | | | | No | Furmanite America | 36,782 | 08/31/21 |
12.12 | GACC | 333 45th Street | | | | | | | Yes | Staley | 140,000 | 07/31/24 |
12.13 | GACC | 221 South Swift Road | | | | | | | Yes | Mondelez | 110,000 | 08/31/20 |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | Yes | Anixter International, Inc. | 105,444 | 06/30/30 |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | Yes | Meadowbrook Meat Company | 125,000 | 03/31/24 |
12.16 | GACC | 201 South Swift Road | | | | | | | Yes | Men's Warehouse | 85,000 | 05/31/23 |
12.17 | GACC | 8441 Bearing Drive | | | | | | | Yes | Old Castle | 124,200 | 05/31/32 |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | Yes | API Heat Transfer | 123,200 | 07/31/26 |
12.19 | GACC | 4410 North 132nd Street | | | | | | | No | Keystone Automotive Industries | 48,282 | 11/30/25 |
12.20 | GACC | 999 Gerdt Court | | | | | | | No | Poly-Tainer | 66,282 | 03/31/24 |
12.21 | GACC | 480 45th Street | | | | | | | Yes | Three Floyds Brewing, LLC. | 107,095 | 06/30/33 |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | Yes | Bimbo Bakeries | 45,000 | 11/30/29 |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | Yes | Bimbo Bakeries | 40,080 | 02/28/27 |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | | No | Vision Integrated Graphics | 62,800 | 06/30/20 |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | Yes | Crown Corr | 59,976 | 08/31/24 |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | Yes | MWI Veterinary Supply Co. | 70,000 | 09/30/22 |
12.27 | GACC | 215 45th Street | | | | | | | Yes | Carl Budding and Company | 65,000 | 04/30/21 |
12.28 | GACC | 845 Telser Road | | | | | | | Yes | Bimbo Bakeries | 20,000 | 05/31/31 |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | Yes | Sunbelt Rentals | 18,120 | 05/31/30 |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | Yes | John Tillman & Co. | 50,400 | 10/31/22 |
12.31 | GACC | 225 45th Street | | | | | | | Yes | Rockwell Automation | 45,000 | 07/31/20 |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | | No | Steiner Electric | 18,960 | 08/31/22 |
12.33 | GACC | 235 45th Street | | | | | | | Yes | Holland Special Delivery | 35,000 | 09/30/24 |
13 | CREFI | 650 Madison Avenue | | | | | | | No | Ralph Lauren Corporation | 277,016 | 12/31/24 |
ANNEX A-1
| | | | 2nd LARGEST TENANT(4), (23), (24), (25) | | 3rd LARGEST TENANT(4), (23), (24), (25) | | 4th LARGEST TENANT(4), (23), (24), (25) |
| | | | | | | | | | | | | | |
| | | | | | Lease | | | | Lease | | | | Lease |
Loan # | Seller(1) | Property Name | | 2nd Largest Tenant | Unit Size | Expiration | | 3rd Largest Tenant | Unit Size | Expiration | | 4th Largest Tenant | Unit Size | Expiration |
1 | JPMCB/GACC | 1633 Broadway | | WMG Acquisition Corp | 293,888 | 07/31/29 | | Showtime Networks Inc | 261,196 | 01/31/26 | | Morgan Stanley & Co | 260,829 | 03/31/32 |
2 | GACC | F5 Tower | | | | | | | | | | | | |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | | | | | | | | | | | | |
4 | JPMCB | Kings Plaza | | Primark | 102,805 | 07/31/38 | | JCPenney | 94,895 | 07/31/38 | | Burlington | 55,078 | 07/31/28 |
5 | JPMCB | 1501 Broadway | | Tremor Video | 50,965 | 01/31/25 | | Hard Rock Café | 47,256 | 01/10/36 | | REGUS | 39,854 | 11/30/24 |
6 | CREFI | 805 Third Avenue | | Toyota Tsusho America, Inc. | 41,322 | 11/30/22 | | Poten & Partners Inc. | 29,696 | 06/30/20 | | Asset International, Inc. | 23,800 | 12/31/20 |
7 | GACC | 55 Hudson Yards | | Milbank, Tweed, Hadley & McCloy | 287,333 | 03/31/34 | | Cooley | 146,227 | 09/30/39 | | Boies, Schiller & Flexner | 110,732 | 06/30/35 |
8 | GACC | Southcenter Mall | | Seafood City | 44,413 | 07/15/25 | | Round One | 40,576 | 07/31/25 | | The Container Store | 25,452 | 02/28/27 |
9 | JPMCB | 181 West Madison | | Quantitative Risk Management Inc | 107,092 | 03/31/22 | | The Marmon Group | 45,123 | 12/31/22 | | CIBC | 42,414 | 12/31/29 |
10 | CREFI | Parkmerced | | | | | | | | | | | | |
11 | GACC | 560 Mission Street | | EY | 122,760 | 12/31/28 | | TIAA-CREF | 64,696 | 09/30/27 | | ARUP | 49,832 | 09/30/26 |
12 | GACC | Starwood Industrial Portfolio | | | | | | | | | | | | |
12.01 | GACC | 101 45th Street | | FedEx Ground Package Systems, Inc. | 76,993 | 07/31/22 | | List Industries | 66,098 | 05/31/24 | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | Hyperikon, Inc. | 152,000 | 01/31/23 | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | MS International | 70,200 | 05/31/26 | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | Expresspoint Technology Services | 78,505 | 01/31/24 | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | Business Furniture | 56,350 | 03/31/26 | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | Foremost Groups | 53,861 | 07/31/22 | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | Alliance Healthcare Services | 26,000 | 06/30/24 | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | Prologix Distribution (ANC) | 62,015 | 10/31/22 | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | Americall Group | 35,000 | 02/28/21 | | Munch's Supply | 29,655 | 10/31/21 | | | | |
12.12 | GACC | 333 45th Street | | | | | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | Snyder's of Lance | 32,188 | 12/31/23 | | Milwaukee Electric Tool Corp. | 19,530 | 12/31/25 | | | | |
12.20 | GACC | 999 Gerdt Court | | NSK Corporation | 66,033 | 08/31/21 | | | | | | | | |
12.21 | GACC | 480 45th Street | | | | | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | Stevens Engineers & Constructors, Inc. | 31,986 | 09/30/20 | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | | | | | | |
12.27 | GACC | 215 45th Street | | | | | | | | | | | | |
12.28 | GACC | 845 Telser Road | | | | | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | | | | | | |
12.31 | GACC | 225 45th Street | | | | | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | Rogers Supply Company | 18,271 | 04/30/23 | | Johnson Controls | 12,975 | 01/31/22 | | | | |
12.33 | GACC | 235 45th Street | | | | | | | | | | | | |
13 | CREFI | 650 Madison Avenue | | Memorial Sloan Kettering Cancer Center | 100,700 | 07/31/23 | | Sotheby's Int'l Realty Inc | 37,772 | 11/30/35 | | Willett Advisors LLC | 25,732 | 12/31/24 |
ANNEX A-1
| | | 5th LARGEST TENANT(4), (23), (24), (25) | | | | | | |
| | | | | | | | | | | |
| | | | | Lease | | Loan | | Lockbox | Lockbox | Cash |
Loan # | Seller(1) | Property Name | 5th Largest Tenant | Unit Size | Expiration | | Purpose | Principal / Carveout Guarantor(26) | (Y/N) | Type(27) | Management(27) |
1 | JPMCB/GACC | 1633 Broadway | Kasowitz Benson Torres | 203,394 | 03/31/37 | | Refinance | Paramount Group Operating Partnership LP | Yes | Hard | Springing |
2 | GACC | F5 Tower | | | | | Acquisition | FS KKR Capital Corp., FS KKR Capital Corp. II | Yes | Hard | Springing |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | | | | | Acquisition | BREIT Operating Partnership L.P. | Yes | Hard | Springing |
4 | JPMCB | Kings Plaza | Best Buy | 53,371 | 01/31/32 | | Refinance | The Macerich Partnership, L.P. | Yes | Hard | Springing |
5 | JPMCB | 1501 Broadway | Goldberg Weprin Finkel Goldstein LLP | 25,573 | 11/30/23 | | Refinance | NAP | Yes | Springing | Springing |
6 | CREFI | 805 Third Avenue | YES Network, LLC | 23,800 | 05/31/22 | | Refinance | Charles Steven Cohen | Yes | Hard | Springing |
7 | GACC | 55 Hudson Yards | Third Point | 89,043 | 07/31/29 | | Recapitalization | Mitsui Fudosan America, Inc., The Related Companies, L.P., OP Olympic Capital Corp (US), Inc. | Yes | Hard | Springing |
8 | GACC | Southcenter Mall | H&M | 24,506 | 01/31/29 | | Refinance | URW WEA LLC | Yes | Hard | Springing |
9 | JPMCB | 181 West Madison | Factset Research Systems Inc. | 38,012 | 09/30/27 | | Refinance | HNA Group North America LLC | Yes | Hard | Springing |
10 | CREFI | Parkmerced | | | | | Refinance | Robert A. Rosania | Yes | Soft | Springing |
11 | GACC | 560 Mission Street | Seyfarth Shaw | 49,695 | 09/30/27 | | Recapitalization | National Office Partners LLC | Yes | Hard | Springing |
12 | GACC | Starwood Industrial Portfolio | | | | | Acquisition | Starwood REIT Operating Partnership, L.P. | Yes | Hard | Springing |
12.01 | GACC | 101 45th Street | | | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | | | | | | | | |
12.12 | GACC | 333 45th Street | | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | | | | | | | | |
12.20 | GACC | 999 Gerdt Court | | | | | | | | | |
12.21 | GACC | 480 45th Street | | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | | | |
12.27 | GACC | 215 45th Street | | | | | | | | | |
12.28 | GACC | 845 Telser Road | | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | | | |
12.31 | GACC | 225 45th Street | | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | | | | |
12.33 | GACC | 235 45th Street | | | | | | | | | |
13 | CREFI | 650 Madison Avenue | BC Partners Inc. | 19,380 | 01/31/27 | | Refinance | Vornado Realty L.P., OPG Investment Holdings (US), LLC | Yes | Hard | Springing |
ANNEX A-1
| | | Pari Passu Debt | | Additional Debt |
| | | | Pari Passu | Pari Passu | Pari Passu | Total Cut-off | | | | | Additional |
| | | Pari Passu | Note Control | Piece In Trust | Piece Non Trust | Date Pari | | Addit Debt | Addit Debt | Additional | Debt Cut off |
Loan # | Seller(1) | Property Name | (Y/N) | (Y/N)(28) | Cut-Off Balance | Cut-Off Balance | Passu Debt | | Permitted (Y/N) | Exist (Y/N)(29) | Debt Type(s) | Date Balance |
1 | JPMCB/GACC | 1633 Broadway | Yes | No | 64,650,000 | 936,350,000 | 1,001,000,000 | | Yes | Yes | Subordinate Debt/Permitted Equityholder Debt or Debt-Like Preferred Equity | 249,000,000 |
2 | GACC | F5 Tower | Yes | No | 55,500,000 | 129,500,000 | 185,000,000 | | No | Yes | Subordinate Debt (112,600,000)/Mezzanine Loan (48,500,000) | 161,100,000 |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | Yes | No | 55,000,000 | 1,621,200,000 | 1,676,200,000 | | Yes | Yes | B-Notes(650,500,000)/C-Notes(683,300,000) | 1,333,800,000 |
4 | JPMCB | Kings Plaza | Yes | No | 55,000,000 | 432,000,000 | 487,000,000 | | No | Yes | Mezzanine Loan | 53,000,000 |
5 | JPMCB | 1501 Broadway | Yes | No | 55,000,000 | 145,000,000 | 200,000,000 | | Yes | No | Permitted Mezzanine | NAP |
6 | CREFI | 805 Third Avenue | Yes | No | 55,000,000 | 95,000,000 | 150,000,000 | | No | Yes | Subordinate Debt | 125,000,000 |
7 | GACC | 55 Hudson Yards | Yes | No | 52,450,000 | 892,550,000 | 945,000,000 | | No | Yes | Subordinate Debt | 300,000,000 |
8 | GACC | Southcenter Mall | Yes | No | 50,000,000 | 168,000,000 | 218,000,000 | | No | No | NAP | NAP |
9 | JPMCB | 181 West Madison | Yes | No | 50,000,000 | 57,900,000 | 107,900,000 | | No | Yes | Subordinate Debt | 132,100,000 |
10 | CREFI | Parkmerced | Yes | No | 45,000,000 | 502,000,000 | 547,000,000 | | No | Yes | B-Notes (708,000,000)/C-Notes (245,000,000)/Mezzanine Loan (275,000,000) | 1,228,000,000 |
11 | GACC | 560 Mission Street | Yes | No | 45,000,000 | 255,000,000 | 300,000,000 | | Yes | No | Permitted Mezzanine | NAP |
12 | GACC | Starwood Industrial Portfolio | Yes | No | 39,500,000 | 105,000,000 | 144,500,000 | | No | Yes | Subordinate Debt | 65,527,072 |
12.01 | GACC | 101 45th Street | | | | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | | | | | | | | | |
12.12 | GACC | 333 45th Street | | | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | | | | | | | | | |
12.20 | GACC | 999 Gerdt Court | | | | | | | | | | |
12.21 | GACC | 480 45th Street | | | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | | | | |
12.27 | GACC | 215 45th Street | | | | | | | | | | |
12.28 | GACC | 845 Telser Road | | | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | | | | |
12.31 | GACC | 225 45th Street | | | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | | | | | |
12.33 | GACC | 235 45th Street | | | | | | | | | | |
13 | CREFI | 650 Madison Avenue | Yes | No | 37,900,000 | 548,900,000 | 586,800,000 | | No | Yes | Subordinate Debt | 213,200,000 |
ANNEX A-1
| | | Additional Debt | | Total Debt | | HOTEL OPERATING STATISTICS |
| | | | | | Total Debt | | Total Debt | | | | | | | | |
| | | Additional Debt | | Total Debt | UW NCF | Total Debt | UW NOI | | 2016 | 2016 | 2016 | 2017 | 2017 | 2017 | 2018 |
Loan # | Seller(1) | Property Name | Interest Rate | | Cut-off Balance | DSCR | Current LTV % | Debt Yield % | | Occupancy % | ADR ($) | RevPAR ($) | Occupancy % | ADR ($) | RevPAR ($) | Occupancy % |
1 | JPMCB/GACC | 1633 Broadway | 2.99000 | | 1,250,000,000 | 3.08 | 52.1% | 9.5% | | | | | | | | |
2 | GACC | F5 Tower | 4.43666 | | 346,100,000 | 1.63 | 73.6% | 6.9% | | | | | | | | |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 4.28688 | | 3,010,000,000 | 4.06 | 70.7% | 15.7% | | 93.5% | 270.29 | 252.78 | 92.9% | 276.24 | 256.53 | 94.9% |
4 | JPMCB | Kings Plaza | 6.00000 | | 540,000,000 | 1.73 | 60.0% | 9.6% | | | | | | | | |
5 | JPMCB | 1501 Broadway | NAP | | 200,000,000 | 4.36 | 22.2% | 13.8% | | | | | | | | |
6 | CREFI | 805 Third Avenue | 3.80000 | | 275,000,000 | 1.50 | 59.8% | 6.6% | | | | | | | | |
7 | GACC | 55 Hudson Yards | 2.95000 | | 1,245,000,000 | 2.69 | 51.9% | 8.3% | | | | | | | | |
8 | GACC | Southcenter Mall | NAP | | 218,000,000 | 6.53 | 22.2% | 19.6% | | | | | | | | |
9 | JPMCB | 181 West Madison | 3.90000 | | 240,000,000 | 2.10 | 64.0% | 9.2% | | | | | | | | |
10 | CREFI | Parkmerced | 4.99565 | | 1,775,000,000 | 0.78 | 84.1% | 3.4% | | | | | | | | |
11 | GACC | 560 Mission Street | NAP | | 300,000,000 | 5.23 | 35.6% | 14.2% | | | | | | | | |
12 | GACC | Starwood Industrial Portfolio | 3.23100 | | 210,027,072 | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.01 | GACC | 101 45th Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.03 | GACC | 8401 Bearing Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.04 | GACC | 5900 North Meadows Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.05 | GACC | 5701 North Meadows Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.06 | GACC | 8421 Bearing Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.11 | GACC | 1901 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.12 | GACC | 333 45th Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.13 | GACC | 221 South Swift Road | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.15 | GACC | 2240 Creekside Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.16 | GACC | 201 South Swift Road | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.17 | GACC | 8441 Bearing Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.18 | GACC | 4700 Ironwood Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.19 | GACC | 4410 North 132nd Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.20 | GACC | 999 Gerdt Court | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.21 | GACC | 480 45th Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.22 | GACC | 12857 South Hamlin Court | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.23 | GACC | 1695 Glen Ellyn Road | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.25 | GACC | 1245 Lakeside Drive | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.26 | GACC | 3890 Perry Boulevard | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.27 | GACC | 215 45th Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.28 | GACC | 845 Telser Road | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.29 | GACC | 1851 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.30 | GACC | 1650 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.31 | GACC | 225 45th Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
12.33 | GACC | 235 45th Street | | | | 2.53 | 65.7% | 9.0% | | | | | | | | |
13 | CREFI | 650 Madison Avenue | 3.48600 | | 800,000,000 | 2.01 | 66.1% | 7.3% | | | | | | | | |
ANNEX A-1
| | | HOTEL OPERATING STATISTICS | |
| | | | | | | | | | | |
| | | 2017 | 2018 | Most Recent | Most Recent | Most Recent | UW | UW | UW | |
Loan # | Seller(1) | Property Name | ADR ($) | RevPAR ($) | Occupancy % | ADR ($) | RevPAR ($) | Occupancy % | ADR ($) | RevPAR ($) | Loan # |
1 | JPMCB/GACC | 1633 Broadway | | | | | | | | | 1 |
2 | GACC | F5 Tower | | | | | | | | | 2 |
3 | JPMCB/CREFI | Bellagio Hotel and Casino | 278.28 | 264.19 | 94.8% | 281.69 | 267.18 | 94.8% | 281.69 | 267.18 | 3 |
4 | JPMCB | Kings Plaza | | | | | | | | | 4 |
5 | JPMCB | 1501 Broadway | | | | | | | | | 5 |
6 | CREFI | 805 Third Avenue | | | | | | | | | 6 |
7 | GACC | 55 Hudson Yards | | | | | | | | | 7 |
8 | GACC | Southcenter Mall | | | | | | | | | 8 |
9 | JPMCB | 181 West Madison | | | | | | | | | 9 |
10 | CREFI | Parkmerced | | | | | | | | | 10 |
11 | GACC | 560 Mission Street | | | | | | | | | 11 |
12 | GACC | Starwood Industrial Portfolio | | | | | | | | | 12 |
12.01 | GACC | 101 45th Street | | | | | | | | | 12.01 |
12.02 | GACC | 4820-4850 Indianapolis Road | | | | | | | | | 12.02 |
12.03 | GACC | 8401 Bearing Drive | | | | | | | | | 12.03 |
12.04 | GACC | 5900 North Meadows Drive | | | | | | | | | 12.04 |
12.05 | GACC | 5701 North Meadows Drive | | | | | | | | | 12.05 |
12.06 | GACC | 8421 Bearing Drive | | | | | | | | | 12.06 |
12.07 | GACC | 6451-6471 Northwind Parkway | | | | | | | | | 12.07 |
12.08 | GACC | 4910-4938 Indianapolis Road | | | | | | | | | 12.08 |
12.09 | GACC | 6221-6241 Northwind Parkway | | | | | | | | | 12.09 |
12.10 | GACC | 775 Commerce Parkway West Drive | | | | | | | | | 12.10 |
12.11 | GACC | 1901 Northwind Parkway | | | | | | | | | 12.11 |
12.12 | GACC | 333 45th Street | | | | | | | | | 12.12 |
12.13 | GACC | 221 South Swift Road | | | | | | | | | 12.13 |
12.14 | GACC | W234N2091 Ridgeview Parkway Court | | | | | | | | | 12.14 |
12.15 | GACC | 2240 Creekside Parkway | | | | | | | | | 12.15 |
12.16 | GACC | 201 South Swift Road | | | | | | | | | 12.16 |
12.17 | GACC | 8441 Bearing Drive | | | | | | | | | 12.17 |
12.18 | GACC | 4700 Ironwood Drive | | | | | | | | | 12.18 |
12.19 | GACC | 4410 North 132nd Street | | | | | | | | | 12.19 |
12.20 | GACC | 999 Gerdt Court | | | | | | | | | 12.20 |
12.21 | GACC | 480 45th Street | | | | | | | | | 12.21 |
12.22 | GACC | 12857 South Hamlin Court | | | | | | | | | 12.22 |
12.23 | GACC | 1695 Glen Ellyn Road | | | | | | | | | 12.23 |
12.24 | GACC | 1701-1721 Northwind Parkway | | | | | | | | | 12.24 |
12.25 | GACC | 1245 Lakeside Drive | | | | | | | | | 12.25 |
12.26 | GACC | 3890 Perry Boulevard | | | | | | | | | 12.26 |
12.27 | GACC | 215 45th Street | | | | | | | | | 12.27 |
12.28 | GACC | 845 Telser Road | | | | | | | | | 12.28 |
12.29 | GACC | 1851 Northwind Parkway | | | | | | | | | 12.29 |
12.30 | GACC | 1650 Northwind Parkway | | | | | | | | | 12.30 |
12.31 | GACC | 225 45th Street | | | | | | | | | 12.31 |
12.32 | GACC | 1600-1640 Northwind Parkway | | | | | | | | | 12.32 |
12.33 | GACC | 235 45th Street | | | | | | | | | 12.33 |
13 | CREFI | 650 Madison Avenue | | | | | | | | | 13 |
Footnotes to Annex A-1
| (1) | “JPMCB” denotes JPMorgan Chase Bank, National Association, as Mortgage Loan Seller; “GACC” denotes German American Capital Corporation, as Mortgage Loan Seller; and “CREFI” denotes Citi Real Estate Funding Inc. or one of its affiliates, as Mortgage Loan Seller. |
With respect to Loan No. 1, 1633 Broadway, the mortgage loan is part of a whole loan that was co-originated by DBR Investments Co. Limited, Wells Fargo Bank, National Association, JPMCB and Goldman Sachs Bank USA.
With respect to Loan No. 2, F5 Tower, the mortgage loan is part of a whole loan that was co-originated by DBR Investments Co. Limited and Barclays Capital Real Estate, Inc.
With respect to Loan No. 3, Bellagio Hotel and Casino, the mortgage loan is part of a whole loan that was co-originated by Morgan Stanley Bank, N.A., CREFI and JPMCB.
With respect to Loan No. 4, Kings Plaza, the mortgage loan is part of a whole loan that was co-originated by JPMCB, Société Générale Financial Corporation and Wells Fargo Bank, National Association.
With respect to Loan No. 7, 55 Hudson Yards, the mortgage loan is part of a whole loan that was co-originated by DBR Investments Co. Limited, Morgan Stanley Bank, N.A. and Wells Fargo Bank, N.A.
With respect to Loan No. 10, Parkmerced, the mortgage loan was co-originated by CREFI and Barclays Capital Real Estate Inc.
With respect to Loan No. 11, 560 Mission Street, the mortgage loan is part of a whole loan that was co-originated by DBR Investments Co. Limited and Bank of America, National Association.
With respect to Loan No. 13, 650 Madison Avenue, the mortgage loan was co-originated by Citi Real Estate Funding Inc., Barclays Capital Real Estate Inc., BMO Harris Bank N.A. and Goldman Sachs Bank USA.
| (2) | With respect to Loan No. 1, 1633 Broadway, the mortgaged property includes 145,192 square feet of theater space, constituting approximately 5.7% of the net rentable area at the Mortgaged Property, and approximately 80,000 square feet of retail space, constituting approximately 3.1% of the net rentable area at the mortgaged property, of which approximately 40,000 square feet is vacant. |
With respect to Loan No. 3, Bellagio Hotel and Casino, approximately 71.6% of the total revenues from the mortgaged property comes from sources other than the hotel operation, including the following: (a) casino (29.6%), (b) food and beverage (24.7%), (c) entertainment (9.0%), (d) retail (4.1%) and (e) other operations (4.2%).
| (3) | Certain of the mortgage loans include parcels ground leased to tenants in the calculation of the total square footage and the occupancy of the mortgaged property. |
With respect to Loan No. 8, Southcenter Mall, each of JC Penney, Nordstrom, Sears, Olive Garden and KeyBank owns its improvements but not the underlying land, which is ground leased from the borrower.
With respect to Loan No. 8, Southcenter Mall, Macys owns its improvements and land with no attributable base rent.
| (4) | In certain cases, mortgaged properties may have tenants that have executed leases that were included in the underwriting but have not yet commenced paying rent and/or are not in occupancy. UW Revenues ($), UW NOI ($) and UW NCF ($) are generally calculated by the Mortgage Loan Seller in accordance with its underwriting guidelines. UW NOI ($) and UW NCF ($) may include contractual or market rent escalations and, in the case of certain tenants, may be based on the average rent paid by the tenant through either the term of the related lease or the mortgage loan. Please see “Description of the Mortgage Pool—Certain Calculations and Definitions” for additional information. |
With respect to Loan No. 1, 1633 Broadway, New Mountain Capital LLC representing 4.2% of the net rentable area has executed a lease but has not yet taken occupancy or begun paying rent.
With respect to Loan No. 3, Bellagio Hotel and Casino, the mortgaged property was acquired by the borrower in a sale-leaseback transaction from Bellagio, LLC, an indirectly wholly owned subsidiary of MGM Resorts International. Bellagio, LLC and the borrower entered into a new 30-year lease, with two 10-year extension options, for Bellagio, LLC to operate the mortgaged property.
With respect to Loan No. 4, Kings Plaza, though currently in occupancy and paying rent, Forever 21 has been underwritten as vacant. Forever 21 has been in occupancy at the Mortgaged Property since 2010 pursuant to a lease expiring in January 2020. Forever 21 filed for Chapter 11 bankruptcy in September 2019. The Forever 21 tenant and the borrower are currently negotiating a 3-year renewal with the tenant, which is pending court approval.
With respect to Loan No. 4, Kings Plaza, the mortgaged property contains a stand-alone power plant located on the roof that provides all electricity to the mortgaged property, and in 2019 the borrower sponsor completed a two-year, $17.5 million project allowing the power plant to interconnect with the local Consolidated Edison grid. The interconnected system went live in July 2019 and as a result the power plant was underwritten as generating approximately $1.8 million in revenue in 2020 and approximately $2.1 million upon reaching stabilization in 2021.
With respect to Loan No. 5, 1501 Broadway, the Taco Bell Cantina lease is scheduled to commence in March 2020.
With respect to Loan No. 8, Southcenter Mall, The current physical occupancy at the Southcenter Mall Property is 87.9%. Three tenants totaling 29,911 SF are excluded from the occupancy and underwriting because they are expected to or known to vacate. Forever21 (26,611 SF) is in bankruptcy and is excluded from the occupancy and underwriting.
With respect to Loan No. 8, Southcenter Mall, Total Occupancy is inclusive of JCPenney (272,267 square feet), Macy’s (258,944 square feet), Sears (174,630 square feet), Nordstrom (165,900 square feet), KeyBank (21,546 square feet) and Olive Garden (7,405 square feet), which each separately own their own improvements and as such are excluded from the loan collateral. Owned Occupancy is based on a total of 783,068 collateral square feet.
With respect to Loan No. 13, 650 Madison Avenue, the UW NOI is over 10% higher than the Most Recent NOI. The increase from Most Recent NOI to UW NOI is primarily attributable to the signing of six new leases since December 2018 as well as contractual rent steps.
In addition, with respect to Loan No. 1, 1633 Broadway, the appraisal includes the extraordinary assumption that the owner has provided a $55,980,670 capital expenditure budget that is projected to occur over the initial 10 years of the investment holding period, which was utilized to estimate the value set forth in the appraisal. Such capital expenditures are not required and have not been reserved for under the Mortgage Loan documents, and we cannot assure you that they will be made.
| (5) | With respect to all mortgage loans, with the exceptions of the mortgage loans listed below, the Current LTV % and the Maturity LTV % are based on the “as-is” Appraisal Value ($) even though, for certain mortgage loans, the appraiser provided “as-stabilized” values based on certain criteria being met. |
With respect to Loan No. 3, Bellagio Hotel and Casino, the Appraised Value ($), Current LTV % and Maturity LTV % reflect the “As Leased” value solely with respect the real property portion of the Mortgaged Property of $4,260,000,000, excluding personal property and certain intangible value attributable to the Mortgaged Property. Based on the As-Is appraised value of $6,500,000,000, the Current LTV % and Maturity LTV % are both equal to 25.8%.
With respect to Loan No. 9, 181 West Madison, the Appraised Value ($), Current LTV % and Maturity LTV % reflect the “As Hypothetical” Appraised value of $375,289,826 which assumes the borrower sponsor has escrowed $1,289,826 for remaining capital expenses and unfunded tenant improvement allowances associated with CIBC. At origination, the borrower reserved $1,229,826 for all outstanding tenant improvements and $60,000 for outstanding capital expenditures. The Whole Loan Current LTV % and Maturity LTV %, calculated based on the “As-Is” Appraised Value as of October 22, 2019 of $374.0 million are 64.2% and 64.2% respectively.
With respect to Loan No. 10, Parkmerced, the Current LTV % and Maturity LTV % are calculated based upon the “As-Is Value Inclusive of Development Rights (Excluding all of Phase 1)” of $2,110,000,000, which reflects the sum of the (i) “As-Is Value (Excluding all of Phase 1)” of $1,741,000,000 and (ii) “As-Is Value of Development Rights (Excluding all of Phase 1)” of $369,000,000, in each case, as of September 3, 2019. The Current LTV % and Maturity LTV %, calculated based on the “As-Is” Value (Excluding all of Phase 1)” of $1,741,000,000 are 31.4% and 31.4%, respectively.
With respect to Loan No. 13, 650 Madison Avenue, the Current LTV % and Maturity LTV % are calculated based upon the “Hypothetical As-Is” Appraised Value of $1,210,000,000. This represents the aggregate “Hypothetical As-Is” of the 650 Madison Avenue Property as of October 31, 2019, which assumes that the Mortgaged Property will have in place reserves of approximately $10,000,000 at closing. The Current LTV % and Maturity LTV %, calculated based on the “As-Is” Appraised Value of $1,200,000,000 as of October 31, 2019, are 48.9% and 48.9% respectively.
| (6) | For mortgage loans secured by multiple mortgaged properties, each mortgage loan’s Original Balance ($), Current Balance ($), and Maturity/ARD Balance ($) are allocated to the respective mortgaged property based on the mortgage loan’s documentation, or if no such allocation is provided in the mortgage loan documentation, the mortgage loan seller’s determination of the appropriate allocation. |
With respect to Loan No. 2, F5 Tower, the F5 Tower whole loan is structured with an anticipated repayment date of January 6, 2030 (the “ARD”) and a final maturity date of September 6, 2033, or if the Largest Tenant, F5 Networks, Inc., exercises its early termination option pursuant to its lease, the final maturity date will be September 6, 2030. The monthly debt service payments are based on an initial interest rate of 3.69868%, and are interest-only through and including the ARD. Commencing on the ARD and each payment date thereafter, the F5 Tower whole loan will accrue interest at an adjusted interest rate, as defined in the F5 Tower whole loan documents; provided, however, interest accrued at the excess of the adjusted interest rate over the initial interest rate will be deferred and will be paid on the maturity date to the extent not paid sooner by the borrower. In addition, from and after the ARD, all excess cash flow from the F5 Tower mortgaged property after the payment of reserves for tax and insurance, condominium charges, mortgage interest on the four senior pari passu promissory notes and two subordinate B-notes (in each case, calculated at the initial interest rate), monthly repayments of the outstanding principal balance of the F5 Tower senior loan, in the amount required to fully amortize the outstanding principal balance of the whole loan (based on a 30-year amortization schedule, and once the F5 Tower senior loan has been repaid in full, to make monthly repayments of the outstanding principal balance of the F5 Tower B-notes in the amount required to fully amortize the outstanding principal balance of the whole loan (based on a 30-year amortization schedule), and the mezzanine debt service as described in the F5 Tower whole loan documents (with interest calculated at the initial interest rate) will be applied as provided in “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The F5 Tower Whole Loan” in the preliminary prospectus.
| (7) | With respect to all mortgage loans, in each case, the mortgage loan is part of a larger split whole loan, which consists of the mortgage loan and one or more pari passu and/or subordinate components. Please see “Description of the Mortgage Pool—The Whole Loans” for additional information. |
| (8) | Each number identifies a group of related borrowers. |
With respect to Loan No. 12, Starwood Industrial Portfolio, there are 33 mortgaged properties owned by 33 separate borrowers. The complete list of borrowers is as follows: SREIT 201 Swift Road, L.L.C., SREIT Hamlin Court, L.L.C., SREIT 221 Swift Road, L.L.C., SREIT Glen Ellyn Road, L.L.C., SREIT Tesler Road, L.L.C., SREIT Lakeside Drive, L.L.C., SREIT 1600 Northwind, L.L.C., SREIT 1650 Northwind, L.L.C., SREIT 1700 Northwind, L.L.C., SREIT 1901 Northwind, L.L.C., SREIT 6451 Northwind, L.L.C., SREIT 1851 Northwind, L.L.C., SREIT 6221 Northwind, L.L.C., SREIT 215 Munster, L.L.C., SREIT 225 Munster, L.L.C., SREIT 101 Munster, L.L.C., SREIT 235 Munster, L.L.C., SREIT 480 Munster, L.L.C., SREIT 333 Munster, L.L.C., SREIT Commerce Parkway, L.L.C., SREIT Gerdt Court, L.L.C., SREIT 8401 Bearing Drive, L.L.C., SREIT 8421 Bearing Drive, L.L.C., SREIT 8441 Bearing Drive, L.L.C., SREIT Perry Boulevard, L.L.C., SREIT 4910 Indianapolis Drive, L.L.C., SREIT 4820 Indianapolis Drive, L.L.C., SREIT 5701 North Meadows Drive, L.L.C., SREIT 5900 North Meadows Drive, L.L.C., SREIT Creekside Boulevard L.L.C., SREIT North 132nd Street, L.L.C., SREIT North Ironwood Drive, L.L.C. and SREIT 2091 Ridgeview Court, L.L.C.
| (9) | For each mortgage loan, the Net Mortgage Rate % is equal to the excess of the related Interest Rate % over the related Servicing Fee Rate, the Trustee Fee Rate (including the Certificate Administrator Fee Rate), the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate (collectively, the “Admin Fee %”). |
| (10) | For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360. |
With respect to Loan No. 4, Kings Plaza, with respect to the related mezzanine loan, the mezzanine borrower is required to make Monthly Debt Service ($) payments of (i) from the first payment date of February 1, 2020 prior to February 1, 2025, interest only, and (ii) from February 1, 2025, and thereafter amortization payments in accordance with the amortization schedule set forth in the mezzanine loan documents.
With respect to Loan No. 10, Parkmerced, the Monthly Debt Service ($) was calculated as 1/12th of the product of (i) the Original Balance($), (ii) the Interest Rate % and (iii) 30/360 basis.
| (11) | With respect to all mortgage loans, Annual Debt Service ($) is calculated by multiplying the Monthly Debt Service ($) by 12. |
| (12) | In some instances in which the loan documents provide grace periods with respect to payments, such grace periods may be permitted a limited number of times per any 12-month periods. |
| (13) | The “L” component of the prepayment provision represents lockout payments. |
The “Def” component of the prepayment provision represents defeasance payments.
The “YM” component of the prepayment provision represents yield maintenance payments.
The “O” Component of the prepayment provision represents the free payments including the Maturity Date.
In the case of certain mortgage loans, the loan documents permit the related borrower to prepay a portion of the mortgage loan in connection with partial releases of collateral, to cure a cash management period triggered by certain events or circumstances or to meet certain financial metrics contained in the related loan documents.
With respect to Loan No. 1, 1633 Broadway, the lockout period will be at least 26 payment dates beginning with and including the first payment date of January 6, 2020. The borrower may defease the whole loan in full after the date that is the earlier to occur of (i) the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized (ii) November 25, 2022. The assumed lockout period of 26 payments is based on the expected Benchmark 2020-IG1 securitization closing date in February 2020. The actual lockout period may be longer.
With respect to Loan No. 2, F5 Tower, the defeasance lockout period will be at least 25 payments beginning with and including the first payment date of February 6, 2020. The borrower may defease the whole loan at any time after the earlier of (i) the end of the two-year period commencing on the closing date of the securitization of the last note to be securitized or (ii) December 19, 2022 or voluntary prepayment is permitted after the due date occurring in January 2022 with a prepayment fee in an amount equal to the greater of (a) the yield maintenance amount, or (b) 1.00% of the outstanding principal balance as of the prepayment date. The assumed defeasance lockout period of 25 months is based on the expected closing date of the Benchmark 2020-IG1 securitization in February 2020. The actual lockout period may be longer.
With respect to Loan No. 3, Bellagio Hotel and Casino, the defeasance lockout period will be 26 payments beginning with and including the first payment date of January 5, 2020. The borrower may defease the whole loan in full after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) November 15, 2022. The assumed defeasance lockout period of 26 payments is based on the expected Benchmark 2020-IG1 securitization closing date in February 2020. The actual defeasance lockout period may be longer.
With respect to Loan No. 4, Kings Plaza, the lockout period will be at least 25 payment dates beginning with and including the first payment date of February 1, 2020. The borrower may prepay with yield maintenance the whole loan in full after the earlier to occur of (i) February 1, 2023 or (ii) the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized. The assumed lockout period of 25 payments is based on the expected Benchmark 2020-IG1 securitization closing date in February 2020. The actual lockout period may be longer.
With respect to Loan No. 5, 1501 Broadway, the lockout period will be 25 payments beginning with and including the first payment date of February 6, 2020. The borrower may defease the whole loan in full after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) February 6, 2023. The assumed lockout period of 25 payments is based on the expected Benchmark 2020-IG1 securitization closing date in February 2020. The actual lockout period may be longer.
With respect to Loan No. 6, 805 Third Avenue, the lockout period will be at least 26 payment dates beginning with and including the first payment date of January 6, 2020. Defeasance of the full $275.0 million 805 Third Avenue Whole Loan is permitted after the date that is the earlier of (i) November 8, 2022 and (ii) two years from the closing date of the securitization that includes the last note of the 805 Third Avenue Whole Loan. Voluntary prepayment of the 805 Third Avenue Loan is permitted on or after the due date in June 2029 without payment of any prepayment premium. The assumed lockout period of 26 payments is based on the expected Benchmark 2020-IG1 securitization closing date in February 2020. The actual lockout period may be longer.
Loan No. 7, 55 Hudson Yards, The lockout period will be at least 26 payments beginning with and including January 6, 2020. The borrower has the option to defease the 55 Hudson Yards Whole Loan in full or prepay the 55 Hudson Yards Whole Loan with a prepayment fee in an amount equal to the greater of (a) the yield maintenance amount, or (b) 1.00% of the outstanding principal balance as of the prepayment date after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) November 21, 2022. The assumed lockout period of 26 months is based on the expected closing date of the Benchmark 2020-IG1 securitization in February 2020. The actual lockout period may be longer.
Loan No. 8, Southcenter Mall, the lockout period is required to be at least 25 payments beginning with and including the first payment date of February 1, 2020. Defeasance, or prepayment with a prepayment fee in an amount equal to the greater of (a) the yield maintenance amount, or (b) 1.00% of the amount prepaid, of the full $218.0 million whole loan is permitted at any time after the earlier to occur of (i) two years after the closing date of the securitization that includes the last promissory note to be securitized and (ii) January 1, 2023. The assumed lockout period of 25 months is based on the expected closing date of the Benchmark 2020-IG1 securitization in February 2020. The actual lockout period may be longer.
With respect to Loan No. 9, 181 West Madison, the lockout period will be at least 26 payment dates beginning with and including the first payment date of January 1, 2020. The borrower may defease the whole loan in full after the earlier to occur of (i) January 1, 2023 or (ii) the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized. The assumed lockout period of 26 payments is based on the expected Benchmark 2020-IG1 securitization closing date in February 2020. The actual lockout period may be longer.
With respect to Loan No. 10, Parkmerced, prior to October 9, 2024 (the “Open Date”), and provided no event of default exists, the Total Debt may be prepaid in whole or in part with the payment of a yield maintenance premium. From and after the Open Date and provided no event of default exists, the Total Debt may be prepaid in whole or in part without the payment of a yield maintenance premium. Prepayments of the Total Debt in whole or in part along with any applicable yield maintenance premiums paid will be applied to the Parkmerced Whole Loan and Parkmerced Mezzanine Loan on a pro rata basis; provided, however, so long as no event of default or Cash Trap Period (as defined in the loan documents) has occurred and is continuing under the Parkmerced Whole Loan, a $75.0 million portion of the Parkmerced Mezzanine Loan may be prepaid in whole or in part at any time (accompanied by a corresponding payment of any accrued and unpaid interest outstanding at the time of such prepayment) without the payment of a yield maintenance premium and without a corresponding pro rata prepayment of the Parkmerced Whole Loan; provided, further, so long as no event of default or Cash Trap Period has occurred and is continuing under the Parkmerced Whole Loan, all accrued and unpaid interest on the Parkmerced Mezzanine Loan may be paid at any time without the simultaneous pro rata prepayment of the Parkmerced Whole Loan.
With respect to Loan No. 11, 560 Mission Street, the lockout period will be at least 26 payments beginning with and including the first payment date of January 6, 2020. At any time after the earlier to occur of (i) December 5, 2022 or (ii) the second anniversary of the securitization closing date of the last note to be securitized, the 560 Mission Street Whole Loan may be (i) defeased as permitted under the loan documents or (ii) prepaid with a prepayment fee in an amount equal to the greater of (a) the yield maintenance amount, or (b) 1.00% of the outstanding principal balance as of the prepayment date. The assumed lockout period of 26 months is based on the expected closing date of the Benchmark 2020-IG1 securitization in February 2020. The actual lockout period may be longer.
With respect to Loan No. 13, 650 Madison Avenue, the lockout period will be at least 26 payment dates beginning with and including the first payment date of January 8, 2020. Defeasance of the full $800.0 million 650 Madison Avenue Whole Loan is permitted after the date that is the earlier of (i) November 26, 2022 and (ii) two years from the closing date of the securitization that includes the last note of the 650 Madison Avenue Whole Loan. The actual lockout period may be longer.
| (14) | With respect to some mortgage loans, historical financial information may not be available due to the when the properties were constructed, renovated and/or acquired. |
With respect to Loan No. 2 and 7, F5 Tower and 55 Hudson Yards, in each case, the related property is newly constructed and some historical financials are not available.
With respect to Loan No. 12 Starwood Industrial Portfolio, the borrower was not provided with 2017 historical information when the mortgaged properties were acquired in 2019.
| (15) | In the case of certain mortgage loans, the UW NOI ($) exceeds Most Recent NOI ($) by 10%. |
With respect to Loan No. 4, Kings Plaza, the increase from the Most Recent NOI ($) to Underwritten NOI ($) is primarily attributable to (i) rent steps taken 12 months out until February 1, 2021 (based on the Kings Plaza whole loan's securitization in February of 2020) and straight-lined rents for investment grade-rated tenants and (ii) projected increases in power plant revenue as this component of the property stabilizes.
With respect to Loan No. 5, 1501 Broadway, the increase from Most Recent NOI ($) to Underwritten NOI ($) is primarily attributable to (i) an additional 3,250 square foot lease executed with Taco Bell Cantina, accounting for approximately $2.6 million in underwritten base rent and (ii) approximately $1.5 million in contractual rent steps through December 2020.
With respect to Loan No. 7, 55 Hudson Yards, the borrower leases the 55 Hudson Yards Property to the New York City Industrial Development Agency (the “Agency”) (such lease, the “Company Lease”), and the Agency subleases the 55 Hudson Yards Property back to the 55 Hudson Yards Borrower (the “Agency Lease”) (the Company Lease and Agency Lease, collectively, the “IDA Leases”). The benefits of this lease structure to the borrower are a mortgage recording tax exemption and real property tax abatements. As such, the 55 Hudson Yards Borrower pays installment payments in lieu of real estate taxes as the rent under the Agency Lease (the “PILOT Payments”). In order for the PILOT Payments to achieve the same priority as would real estate tax payments (i.e., ahead of any mortgage or other lien), the borrower (with the Agency as holder of the leasehold under the Company Lease) provided mortgages in favor of the Hudson Yards Infrastructure Corporation, a not-for-profit local development corporation (“HYIC”), to secure the PILOT Payments (collectively, the “PILOT Mortgage”). The HYIC has issued revenue bonds for which the PILOT Payments are used to repay the bondholders. The term of the IDA Leases runs to June 30, 2044 (such period, the “Initial Term”), with annual automatic one-year extensions thereafter, unless within 60 days preceding the expiration of the current term the Agency provides written notice of termination to the 55 Hudson Yards Borrower (such date, the “Expiration Date”); provided that, after the Initial Term, the IDA Leases will automatically terminate within 60 days after the repayment in full or defeasance of all revenue bonds issued by HYIC for which an assignment of the PILOT Amount payable under the Agency Lease is used to repay the bondholders.
The 55 Hudson Yards Property is subject to tax abatements in the following amounts through 2038:
| ● | 29.7% tax abatement through 2023; |
| ● | 2024 through 2034: taxes are due in amount equal to 103% of the preceding year’s PILOT payment; |
| ● | 2035: taxes due in amount equal to the greater of (a) 76.3% of unabated taxes and (b) 103% of the preceding year’s PILOT payment; |
| ● | 2036: taxes due in amount equal to the greater of (a) 82.2% of unabated taxes and (b) 103% of the preceding year’s PILOT payment; |
| ● | 2037: taxes due in amount equal to the greater of (a) 88.1% of unabated taxes and (b) 103% of the preceding year’s PILOT payment; and |
| ● | 2038: taxes due in amount equal to the greater of (a) 94.1% of unabated taxes and (b) 103% of the preceding year’s PILOT payment. |
For additional information with respect to the IDA Leases and PILOT Payments, see “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Preliminary Prospectus.
With respect to Loan No. 11, 560 Mission Street, the UW NOI ($) is more than 10% higher than the Most Recent NOI ($) primarily due to credit rent steps through November 2020.
| (16) | With respect to all hotel properties the UW NOI ($) is shown after taking a deduction for an FF&E reserve, and as such, the UW NOI ($) and UW NCF ($) for these properties are the same. |
With respect to Loan No. 4, Kings Plaza Mortgage Loan, a portion of the mortgaged property occupied by Lowe’s is subject to a 15-year Industrial & Commercial Incentive Program (“ICIP”) tax abatement that expires in the 2025/2026 tax year. For the 2019/2020 tax year, abated taxes for the applicable land and improvements are approximately $643,391 (as opposed to unabated taxes of approximately $992,466). Please see “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” for additional information.
| (17) | The UW NOI DSCR and UW NCF DSCR for all partial interest-only mortgage loans were calculated based on the first principal and interest payment after the Note Date during the term of the mortgage loan. |
| (18) | In the case of certain mortgage loans, all or a portion of the Title Type consists of a leasehold interest. |
With respect to Loan No. 2, F5 Tower, the collateral consists of the borrower’s fee interest in the office condominium, 217 borrower-owned spaces in a parking garage, an easement over 42 spaces and an additional 63 parking spaces leased from The Rainier Club through September 30, 2026. The 63 parking spaces subject to the leasehold interest account for 19.3% of the spaces and 11.5% of the parking income (0.7% of total effective gross income).
| (19) | With respect to each hotel property, shows the expiration date of the related license agreement, franchise agreement, operating agreement or management agreement. See “Description of the Mortgage Pool—Property Types—Hotel Properties” in the preliminary prospectus for information related to mortgage loans secured by hotel properties. |
| (20) | Represents the amount deposited by the borrower at origination. All or a portion of this amount may have been released pursuant to the terms of the related loan documents. |
With respect to Loan No. 5, 1501 Broadway, at origination of the mortgage loan, the borrower deposited $955,000 into the an Upfront Engineering Reserve ($) in connection with installing sprinkler system as required by the Mortgage Loan documents. The borrower is required under the mortgage loan documents to perform additional immediate repair work, including, among other items, evaluation of the electrical systems, inspection of the elevators, and resolving open building code violations, for which the aggregate estimated cost is approximately $34,920.
With respect to Loan No. 7, 55 Hudson Yards, at origination the borrower deposited $11,000,000 into a Milbank Escrow Reserve relating to the potential settlement of a dispute between the 55 Hudson Yards Borrower and the tenant Milbank, Tweed, Hadley & McCloy relating to a delay in the delivery of such tenant’s leased premises, and $4,474,631 into a MarketAxess Escrow Reserve relating to the rental expenses to be incurred by MarketAxess Holdings Inc., a tenant at the Mortgaged Property, under a prior sublease at an unrelated property which the borrower agreed to pay as an inducement to such tenant’s new lease at the Mortgaged Property.
| (21) | Represents the monthly amounts required to be deposited by the borrower. The monthly collected amounts may be increased or decreased pursuant to the terms of the related loan documents. In certain cases, reserves with $0 balances are springing and are collected in the event of certain conditions being triggered in the respective mortgage loan documents. In certain other cases, all excess cash flow will be swept into reserve accounts in the event of certain conditions being trigger in the respective mortgage loan documents. |
With respect to Loan No. 2, F5 Tower, the lease sweep reserve payments of approximately $64,440 per month during a trigger period will be capped at amounts based on the following: (a) with respect to a Lease Sweep Period (as defined below) caused by clause (i)(a) or (i)(b) of a Lease Sweep Period below, $75.00 per rentable square foot of the terminated space; (b) with respect to a Lease Sweep Period caused by clause (ii) below, $38,663,850 ($75.00 per rentable square foot leased to F5 Networks, Inc. (“F5 Networks”)); (c) with respect to a Lease Sweep Period caused by clause (iv) below, $75.00 per rentable square foot of the related defaulted lease; or (d) with respect to a Lease Sweep Period caused by clause (iii) below, $75.00 per rentable square foot of applicable dark space; provided that the aggregate lease sweep reserve cap for all concurrent Lease Sweep Period triggers may not exceed $38,663,850. A “Lease Sweep Period” will commence on the first payment date prior to the ARD following the earliest to occur of (i)(a) a Lease Sweep Tenant Party (as defined below) terminating all or at least 40,000 square feet of space (or, if a full floor of space is less than 40,000 square feet, a full floor of space), upon the effective date of such termination or (b) a Lease Sweep Tenant Party delivering written notice to the borrower
or property manager of intent to terminate 40,000 or more square feet of space, upon the later of the date that is 36 months prior to the lease expiration date and the date the written notice is received; (ii) the date that is 10 months prior to the ARD unless F5 Networks does not exercise its early termination right; (iii) a Lease Sweep Tenant Party going dark on 50% or more of its space, subject to certain exceptions set forth in the F5 Tower whole loan documents; (iv) a monetary default or material non-monetary default under (a) the F5 Networks lease or (b) an F5 Networks replacement lease for at least 75% of the square feet demised under the F5 Networks lease, if applicable; or (v) bankruptcy proceedings of a Lease Sweep Tenant Party. A “Lease Sweep Tenant Party” means (a) F5 Networks, (b) a tenant under one or more F5 Network replacement leases for at least 75% of the rentable square feet demised under the F5 Networks lease or (c) a direct or indirect parent company of either of the foregoing.
Other than a Lease Sweep Period regarding an insolvency event, the borrower may prevent the Lease Sweep Period by (i) posting a letter of credit equal to the applicable capped amount described above or (ii) (x) delivering a guaranty satisfactory to the lender from up to two guarantors considered investment grade (“BBB–” or equivalent) by at least two of S&P, Fitch and Moody’s (or a person that is wholly owned by a qualifying person) and that maintain an aggregate minimum net worth of $350,000,000 and liquidity of $50,000,000 or (y) subject to (A) rating agency confirmation, (B) approval of the mezzanine lender and (C) lender’s receipt of a guaranty that is satisfactory in form and substance from a guarantor acceptable to the lender in an amount equal to the applicable capped amount described above.
With respect to Loan No. 8, Southcenter Mall, the borrower may deliver a letter of credit meeting the requirements of the loan documents in lieu of funding any reserve, or to replace funds previously deposited into any reserve, or to prevent a cash management trigger period based on a decline in debt service coverage ratio.
With respect to Loan No. 11, 560 Mission Street, the borrower may deliver a letter of credit meeting the requirements of the loan documents in an amount equal to the funds then required to be deposited into the capital expenditure reserve or rollover reserve in order to prevent a sweep of funds into such account, or may deliver a letter of credit to prevent a cash management trigger period based on a decline in debt yield.
With respect to Loan No. 12 Starwood Industrial Portfolio, the borrower may deliver a letter of credit meeting the requirements of the loan documents in order to prevent a cash management trigger period based on a decline in debt yield.
With respect to Loan No. 12, Starwood Industrial Portfolio, The Ongoing Replacement Reserve is calculated as the product of (x) $0.15 and (y) rentable square feet, divided by 12 and is capped at the product of rentable square feet and $0.30. The Ongoing Rollover Reserve is calculated as the product of (x) $0.35 and (y) rentable square feet, divided by 12 and is capped at the product of rentable square feet and $0.70.
| (22) | Represents a cap on the amount required to be deposited by the borrower pursuant to the related mortgage loan documents. In certain cases, during the term of the mortgage loan, the caps may be altered or terminated subject to conditions of the respective mortgage loan documents. |
| (23) | With respect to the footnotes hereto, no footnotes have been provided with respect to tenants that are not among the five largest tenants by square footage for any mortgaged property. 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 subject lease. |
With respect to Loan No. 1, 1633 Broadway, the Largest Tenant, Allianz Asset Management of America L.P., subleases 20,600 square feet of suite 4600 (totaling 54,118 square feet) to Triumph Hospitality at a base rent of $46.80 per square foot through December 30, 2030. Triumph Hospitality further subleases 3,000 square feet of suite 4600 to Stein Adler Dabah & Zelkowitz at a base rent of $41.33 per square foot through July 31, 2022. Underwritten base rent is based on the contractual rent under the prime lease. The 2nd Largest Tenant, WMG Acquisition Corp, subleases 3,815 square feet of suite 0400 (totaling 36,854 square feet) to Cooper Investment Partners LLC at a base rent of $58.37 per square foot on a month-to-month basis. Underwritten base rent is based on the contractual rent under the prime lease. The 5th Largest Tenant, Kasowitz Benson Torres, subleases a collective 32,487 square feet of Suite 2200 (totaling 50,718 square feet) to three tenants. Delcath Systems, Inc. subleases 6,877 square feet and pays a rent of $68.50 per square foot through February 28, 2021; Avalonbay Communities subleases 12,145 square feet through October 31, 2026 and pays a current rent of $74.00 per square foot; Cresa New York subleases 13,195 square feet and pays a rent of $65.00 per square foot through April 30, 2021. Underwritten base rent is based on the contractual rent under the prime lease.
With respect to Loan No. 2, F5 Tower, the Largest Tenant, F5 Networks subleases 18,886 square feet (the 22nd floor) to Foursquare Labs, Inc. through November 30, 2022 at a current rental rate of $38.00 per square foot. F5 Networks subleases 18,636 square feet (the 23rd floor) to Grab Technology Corp. through February 28, 2023 at a current rental rate of $55.00 per square foot. The lender underwrote to the prime lease in both cases.
With respect to Loan No. 5, 1501 Broadway, the 2nd Largest Tenant, Tremor Video has subleased 41,308 square feet of space to Mergermarket (U.S.) LLP on a coterminous basis currently at $55.22 per square foot beginning in late 2018 and 10,178 square feet to Office Resources Inc. on a month to month basis at $57.00 per square foot beginning in 2016.
With respect to Loan No. 6, 805 Third Avenue, the Largest Tenant, Meredith Corporation, subleased 95,200 square feet of its space on floors 26 through 29 to KBRA (16.0% of NRA), 47,600 square feet on floors 24 and 25 to Gen II Fund Services which subsequently expanded to sublease 22,494 square feet on the 23rd floor and now occupies a total of 70,094 square feet (11.8% of NRA), and 23,800 square feet on the 22nd floor to NewsMax (4.0% of NRA). The subleases collectively account for 88.9% of Meredith’s leased NRA, and all three subleases are coterminous with the Meredith lease expiration in December 2026.
With respect to Loan No. 7, 55 Hudson Yards, the Largest Tenant, Point72, has signed a sublease for the entire 3rd floor (31,246 square feet) of its space to Elite World Group, LLC, with an expected sublease commencement date of February 2020, a 5-year term and an annual rate of $90.00 PSF. Point72 also subleases 11,844 square feet of its space to Light Sky Macro LP, with a sublease expiration of August 2029 and a rate of $99.00 PSF. The 3rd Largest Tenant, Cooley, subleases 12,229 square feet of its space to Cinctive Capital LLC, with a sublease expiration of June 2022 and an annual rate of $110 per square foot. The 4th Largest Tenant, Boies Schiller & Flexner, subleases 18,224 square feet of its space to Ashurst LLP, with a sublease expiration date of June 2026 and an annual rate of $94.00 per square foot.
| (24) | In certain cases, the data for tenants occupying multiple spaces includes square footage only from the primary spaces sharing the same expiration date, and may not include smaller spaces with different expiration dates. |
With respect to Loan No. 5, 1501 Broadway, the Largest Tenant, Hardesty & Hanover, leases 52,634 square feet, of which (i) 34,391 square feet is leased for $46.15 per square foot, (ii) 17,656 square feet Is leased for $46.09 per square foot and (iii) 317 square feet is leased with no underwritten base rent.
With respect to Loan No. 5, 1501 Broadway, the Third Largest Tenant, Hard Rock Café, leases 47,256 square feet, of which 46,756 square feet is leased for $158.73 per square foot expiring in January 2036 and 500 square feet is leased with no underwritten base rent expiring in December 2050.
With respect to Loan No. 12, Starwood Industrial Portfolio, the Largest tenant, Bimbo Bakeries, has various expiration dates: (i) 45,000 square feet at 12857 South Hamlin Court with a lease expiration date of November 30, 2029, (ii) 40,080 square feet at 1695 Glen Ellyn Road with a lease expiration date of February 28, 2027, and (iii) 20,000 square feet at 845 Telser Road with a lease expiration date of May 31, 2031.
| (25) | The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease with respect to all or a portion of its leased space prior to the expiration date shown. Certain tenants may have the right to reduce or abate rent or terminate all or a portion of their leased spaces for a breach or violation of co-tenancy provisions in the related leases. |
With respect to Loan No. 1, 1633 Broadway, the 4th Largest Tenant, Morgan Stanley & Co, representing approximately 10.2% of net rentable area, has the option to terminate its lease as to all or any portion (but not less than one full floor) of its space at any time after April 1, 2027, upon 18 months’ notice and payment of a termination fee. The 5th Largest Tenant, Kasowitz Benson Torres, representing approximately 7.9% of the net rentable commercial area, has the right to terminate its lease as to all or a portion of one full floor of the premises located on the uppermost or lowermost floor (provided that the terminated space must be in a commercially reasonable configuration) effective as of March 31, 2024, by providing notice by March 31, 2023 and payment of a termination fee.
With respect to Loan No. 2. F5 Tower, the Largest Tenant, F5 Networks, has the right to terminate its lease effective as of October 1, 2030 by providing a termination notice to the landlord no later than March 1, 2029 and paying a fee equal to the then-unamortized portions, calculated using a 5% interest factor, on an equal payment basis over the number of lease months during which base rent is payable during the initial lease term of (a) the tenant improvement allowance, (b) the base rent abatement, and (c) the leasing commissions paid to the tenant’s broker and landlord’s broker in connection with the lease. Additionally, F5 Networks has the right to terminate its lease with respect to the two highest full floors at the F5 Tower mortgaged property, effective between September 30, 2025 and September 30, 2026 with 12 months’ notice and payment of a fee equal to the then-unamortized portions, calculated using a 5% interest factor, on an equal payment basis over the number of lease months during which base rent is payable during the initial lease term (determined on a per rentable square foot basis for such two floors) of (a) the tenant improvement allowance, (b) the base rent abatement and (c) leasing commissions paid to the tenant’s broker in connection with the lease. If F5 Networks terminates or provides notice to terminate all or at least
40,000 square feet of its space (or, if a full floor of space is less than 40,000 square feet, a full floor of space), a lease sweep period as defined in the F5 Tower whole loan documents will commence.
With respect to Loan No. 4, Kings Plaza, the 2nd Largest Tenant, Primark, has the right to terminate its lease on July 7, 2028 with 12 months’ notice provided that, as of the termination date, (i) the tenant is Primark US Corp., or a Primark successor, and (ii) the tenant is not in default of its lease beyond any applicable notice and cure period; however, such termination option will be automatically terminated and of no force or effect if either (a) another Primark store opens for business within a certain radius of the Mortgaged Property, or (b) the tenant or any of its affiliates own, operate, otherwise become financially interested in any other Primark store or any other store branded under the Primark name within the radius.
With respect to Loan No. 4, Kings Plaza Mortgage Loan, the 5th Largest Tenant, Best Buy, is currently in negotiations with the borrower for an early termination of its related lease with respect to its entire demised premises (the “Best Buy Space”). The Mortgage Loan documents permit the borrower to enter into (i) a termination of the Best Buy lease, (ii) a modification of the Best Buy lease which results in the rent payable by Best Buy being less than an amount equal to 105% of the amount of the rent in effect as of the origination date, or (iii) a modification of the Best Buy lease which shortens the related term to a date expiring prior to January 31, 2032; provided, among other conditions, the borrower enters into a master lease with the related guarantor requiring such guarantor to pay an amount equal to (i) 105% of the amount of rent to which the borrower would otherwise be entitled pursuant to the Best Buy lease in effect as of the origination date, minus (ii) the sum of (x) the amount of rent actually received by the borrower from tenants under any replacement lease, plus (y) the amount of rent actually received by the borrower from Best Buy under the terms of the Best Buy lease. In connection with any redevelopment of the Best Buy Space, the Mortgage Loan documents require the borrower to, among other things, deliver a completion guaranty to the lender.
With respect to Loan No. 6, 805 Third Avenue, the Largest Tenant, Meredith Corporation, has the option to terminate its lease effective January 31, 2024, upon 15 months' prior notice and payment of a termination fee.
With respect to Loan No. 7, 55 Hudson Yards, the Largest Tenant, Point72, effective as of the 10th anniversary of the initial rent commencement date (which was April 16, 2019), and upon 15 months’ prior notice, has a one-time option to terminate either (i) the entirety of its leased premises or (ii) any one or more contiguous floors starting at either the highest or lowest office floor of the largest contiguous block of office floors then-leased by the tenant, such termination subject to a fee of the unamortized portion of allowances, commissions and free rent with respect to the terminated premises (calculated on a straight line basis over the period commencing on the rent commencement date and ending on the expiration date of the lease and bearing a 6% interest rate per annum). The 2nd Largest Tenant, Milbank, Tweed, Hadley & McCloy, has the one-time right to contract by up to one floor upon the tenth anniversary of the rent commencement date (which was April 1, 2019) with notice no less than 15 months prior to the contraction date. The 3rd Largest Tenant, Cooley, effective as of the 10th anniversary of the rent commencement date (which was September 1, 2019), with 18 months’ prior notice, has the one-time right to surrender either (i) the highest or lowest floor of any contiguous block or (ii) if the tenant did not exercise its initial expansion option, all of the square feet leased on the lowest floor of the leased premises (if tenant leases less than all of the square feet on such lowest floor), subject to a fee equal to the sum of the unamortized portion of allowances, commissions and rent concessions applicable to such space. In addition, effective as of the 15th anniversary of the rent commencement date, with 24 months’ prior notice, Cooley has the one-time right to terminate its lease subject to a fee of the sum of (i) unamortized allowances, commissions, rent concessions (each including interest at the rate of 6% per annum, compounded monthly) and (ii) four months of fixed rent and recurring additional charges at the rate immediately preceding the termination date. The 4th Largest Tenant, Boies Schiller & Flexner, effective as of the 10th anniversary of the rent commencement date (July 1, 2020), with 18 months’ prior notice, has a one-time right to surrender either (i) the highest or lowest floor of any contiguous block or (ii) any partial floor, each subject to a fee of 150% of the applicable per square foot base rent and 150% of the recurring additional charges due with respect to the contracted space for the immediately preceding 12-month period.
With respect to Loan No. 9, 181 West Madison, the 4th Largest Tenant, CIBC, has a one-time right to terminate its lease effective as of December 31, 2025, with no less than 12 months’ prior notice and the payment of an estimated termination fee in the amount equal to (i) the unamortized portion of any brokerage commission at an interest rate of 8% per annum, (ii) the unamortized portion of any construction allowance, (iii) the unamortized portion of any abated rent, (iv) an amount equal to the then-escalated base rent and additional rent that would have been payable by the tenant under the lease for the three-month period immediately following the early termination date.
With respect to Loan No. 11, 560 Mission Street – the Largest Tenant, JP Morgan, has the right at any time through September 30, 2021 to terminate its lease with respect to one full floor of its leased premises upon 12 months’ prior notice and payment of a termination fee. The 3rd Largest Tenant, TIAA-CREF, has the one-time right to terminate the lease for all or any portion of its space effective as of March 31, 2023 upon written notice on or before March 31, 2022 and payment of a termination fee. The 5th Largest Tenant, Seyfarth Shaw, has a one-time right to terminate its lease with respect to the 29th floor effective as of September 30, 2022 upon written notice on or before September 30, 2021 and payment of a termination fee.
With respect to Loan No. 12, Starwood Industrial Portfolio, the sole tenant at the 333 45th Street Mortgaged Property, Staley, has the right to terminate its lease as of July 31, 2021 upon not less than 270 days prior written notice and payment of a termination fee equal to 6 months of the rent in effect as of the termination date plus the unamortized leasing commission amount equal to approximately $419,570. The Largest Tenant at the 8401 Bearing Drive Mortgaged Property, The Harvard Drug Store, has a one-time right to terminate its lease effective as of June 30, 2022, as follows: provided that (A)-(i) the tenant is not in default under the lease and (ii) occupying less than 75% of the leased premises, or (B) the landlord, after written notice from the tenant, is unable to accommodate an expansion of at least 20% of the leased premises, then the tenant may terminate the lease by giving the landlord written notice no later than June 30, 2021, and paying the landlord an early termination fee of $775,000.
With respect to Loan No. 13, 650 Madison Avenue, The Second Largest Tenant, Memorial Sloan Kettering Cancer Center, at the 650 Madison Mortgaged Property has (i) the one-time option to terminate its lease on any date between July 1, 2020, and June 30, 2022, so long as the tenant gives 18 months’ notice and (ii) the right to go dark at any time.
| (26) | In certain cases, the Principal / Carveout Guarantor name was shortened for spacing purposes or due to the number of parties serving as the Principal / Carveout Guarantor. In the case of certain mortgage loans, the loan documents permit the borrower to replace the Principal / Carveout Guarantor upon satisfaction of certain terms and conditions in the related loan documents. |
With respect to Loan Nos. 1, 5, 7, 9 and 11, 1633 Broadway, 1501 Broadway 55 Hudson Yards, 181 West Madison and 560 Mission Street, in each case, the related mortgage loan does not have a separate Carveout Guarantor, and each of the related borrowers is the only indemnitor under the related environmental indemnity agreement. Please see “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” for additional information.
With respect to Mortgage Loan No. 2., F5 Tower, the related loan agreement provides that the guarantors will not be liable for losses arising out of or in connection with the breach of any representation, warranty, covenant or indemnification provision in the environmental indemnity or in the loan documents concerning environmental laws or hazardous materials and any indemnification of the lender with respect thereto, if the F5 Tower Mortgaged Property is subject to an environmental insurance policy reasonably satisfactory to the lender. In addition, the obligations of the non-recourse carveout guarantors are several and not joint.
With respect to Loan No. 3, Bellagio Hotel and Casino, the aggregate liability of the related Carveout Guarantor with respect to the full recourse carveouts is capped at 10% of the principal balance of the Whole Loan outstanding at the time of the occurrence of such event, plus any and all reasonable third-party costs actually incurred by the lender and/or any administrative agent (including reasonable attorneys’ fees and costs reasonably incurred) in connection with the collection of amounts due.
With respect to Loan Nos. 8 and 12, Southcenter Mall and Starwood Industrial Portfolio - The non-recourse carveout guarantor’s liability under the bankruptcy-related carveouts is limited to 20% of the then-current outstanding principal balance of the related Whole Loan.
With respect to Loan No. 13, 650 Madison Avenue, the liability for each guarantor (i) with respect to the full recourse carveouts relating to bankruptcy and substantive consolidation is capped at $80,000,000 (which is 10% of the original principal amount of the related Whole Loan) and (ii) with respect to all other guaranteed obligations is capped at $400,000,000 (which is 50% of the original principal amount of the related Whole Loan), in each case plus costs and expenses related to enforcement.
| (27) | The classification of the lockbox and cash management types is described in the Prospectus. See “Description of the Mortgage Pool – Lockbox Accounts” for further details. |
| (28) | With respect to Loan No. 4, Kings Plaza, the related whole loan is being serviced by the master servicer and special servicer pursuant to the pooling and servicing agreement for Benchmark 2020-B16. From and after the date on which the related lead servicing companion loan is securitized, it is anticipated that the related whole loan will be serviced under and by the master servicer and special servicer designated in the related pooling and servicing agreement entered into in connection with such securitization. |
With respect to Loan No. 5, 1501 Broadway, the related whole loan will initially be serviced by the master servicer and special servicer pursuant to the pooling and servicing agreement for this transaction. From and after the date on which the related lead servicing companion loan is securitized, it is anticipated that the related whole loan will be serviced under and by the master servicer and special servicer designated in the related pooling and servicing agreement entered into in connection with such securitization.
| (29) | Refers to (a) debt secured by the mortgaged property, (b) mezzanine debt and (c) preferred equity. See “Description of the Mortgage Pool—Additional Debt—Mezzanine Indebtedness” and “—Other Indebtedness” and “Certain Legal Aspects of the Mortgage Loans” in the Prospectus for information related to mortgage loans with subordinate, mezzanine or other additional debt or preferred equity that permit subordinate, mezzanine or other additional debt in the future. |
With respect to Loan No. 4, Kings Plaza, the borrowers are permitted to incur a “Property-Assessed Clean Energy loan” (the “PACE Loan”) for an amount not to exceed $10,000,000, provided that such PACE Loan is (i) incurred for improvements to the Mortgaged Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, (ii) repaid through multi-year tax assessments against the Mortgaged Property, and (iii) on terms and conditions reasonably acceptable to the lender, which may include, at the lender’s sole discretion, the delivery of a rating agency confirmation.
With respect to Loan No. 4, Kings Plaza, the Mortgage Loan documents permit the pledge by The Macerich Company, Macerich Partnership, L.P., and/or their affiliates of their indirect ownership interest in the related borrower to a qualified real estate investor (with total assets in name or under management in excess of $2 billion and, except with respect to pension advisory firm or similar fiduciary, capital/ statutory surplus, shareholder equity or net worth in excess of $1 billion) (a “QREI”) as part of a credit facility upon certain conditions, including (i) no event of default has occurred and is continuing; (ii) the value of the Mortgaged Property constitutes no more than 15% of the value of all assets securing such credit facility and (iii) neither the granting of the pledge nor exercise of any remedies will result in a change of the manager unless the replacement manager is a qualified manager (generally, any of certain specified national property management firms or a reputable and experienced management organization having at least seven years' experience in managing at least seven regional malls, other than the Mortgaged Property, of not less than 400,000 square feet (inclusive of anchor space) with at least one anchor store and totaling at least 5,000,000 square feet (including owned or leased anchor stores) of gross leasable area, which is not the subject of a bankruptcy or similar insolvency proceeding.
With respect to Loan No. 7, 55 Hudson Yards, the Mortgaged Property is subject to mortgages to secure PILOT payments as described above.