| (19) | 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 mortgage loan documents. In certain other cases, all excess cash flow will be swept into reserve accounts in the event of certain conditions being triggered in the respective mortgage loan documents.
With respect to Loan No. 2, GNL Industrial Portfolio, during the continuance of a cash sweep period, the borrowers are required to deposit into an account for repairs and replacements, on a monthly basis, an amount equal to 1/12th of $0.15 multiplied by the total number of rentable square feet. In the event of a partial release, the monthly deposit will be reduced by an amount equal to 1/12th of the product obtained by multiplying $0.15 by the total number of rentable square feet of the individual mortgaged property that is subject of such partial release.
With respect to Loan No. 2, GNL Industrial Portfolio, during a cash sweep period, the borrowers are required to deposit into a reserve for tenant improvements and leasing commissions, on a monthly basis, an amount equal to 1/12th of $0.25 multiplied by the total number of rentable square feet. In the event of a partial release, the monthly deposit will be reduced by an amount equal to 1/12th of the product ob-tained by multiplying $0.25 by the total number of rentable square feet of the individual mortgaged prop-erty that is subject of such partial release.
With respect to Loan No. 5, Vero Office Portfolio, if the DSCR is less than 1.50x for two consecutive fiscal quarters and continuing until the DSCR is equal to or greater than 1.55x for two consecutive fiscal quarters, monthly deposits (based on 1/12th of $1.50 per square foot) are required without consideration for the $2,000,000 and $5,000,000 thresholds described below. Otherwise, TI/LC monthly deposits (based on 1/12th of $1.30 per square foot) are required to be made to the TI/LC account commencing with the first payment date after the amount contained in the TI/LC account is less than $2,000,000 and those monthly deposits are subject to a TI/LC threshold cap equal to $5,000,000.
With respect to Loan No. 6, Coastline Apartments, the borrower is required to replenish the required upgrade reserve (separate from the ongoing capital expenditure reserve) by $500 per rentable unit if the reserve balance falls below $200,000.
With respect to Loan No. 7, Sheraton Park City, on a monthly basis in March, April and May of each year, commencing in 2025, the borrower is required to deposit $326,000, subject to a cap of $978,000. The lender is required to disburse from the seasonality reserve to the borrower on the first business day in (i) the month of June, $380,000 and (ii) the months of January, February, July, August, September, October, November and December, $74,750.
With respect to Loan No. 7, Sheraton Park City, on a monthly basis, the borrower is required to escrow an amount equal to 1/12th of 4% of annual gross revenues, which currently equates to $46,804.71, for FF&E reserves.
With respect to Loan No. 9, Kenwood Towne Centre, during the continuance of a reserve trigger period or cash management period, the borrower is required to make monthly deposits equal to 1/12th of the annual estimated tax payments during the next ensuing 12 months.
With respect to Loan No. 9, Kenwood Towne Centre, during the continuance of a reserve trigger period or cash management period, the borrower is required to make monthly deposits equal to 1/12th of the annual estimated insurance payments, except if the Kenwood Towne Centre property is insured under a blanket policy meeting the requirements set forth in the related Kenwood Towne Centre whole loan documents (in which case, no insurance escrows will be required).
With respect to Loan No. 9, Kenwood Towne Centre, on each monthly payment date, the borrower is required to escrow an amount equal to approximately $129,143 for rollover reserves, capped at $3,099,423.
With respect to Loan No. 10, Staten Island Mall, the borrower may cure a cash management period by (a) partially prepaying the loan (including the applicable yield maintenance premium) in an amount that would cause the debt yield to be at least 11.0% or (b) posting cash or a letter of credit which if applied to the balance would cause the debt yield to be at least 11.0%.
With respect to Loan No. 10, Staten Island Mall, the loan documents do not require ongoing monthly tax reserves provided, no cash management period is continuing. If such condition is not satisfied, the loan documents require ongoing monthly tax reserves in an amount equal to 1/12th of the tax payments that the lender reasonably estimates will be payable during the next ensuing 12 months.
With respect to Loan No. 10, Staten Island Mall, the loan documents do not require ongoing monthly insurance reserves provided, no cash management period is continuing, and the borrower maintains insurance coverage for the Staten Island Mall Property as part of blanket or umbrella coverage reasonably approved by the lender and provides the lender with evidence of the renewals of the insurance policies and paid receipts for the payment of the insurance premiums prior to the expiration dates of the policies. If such conditions are not satisfied, the loan documents require ongoing monthly insurance reserves equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage.
With respect to Loan No. 10, Staten Island Mall, the loan documents do not require ongoing replacement reserves; provided, no cash management period is continuing. During the continuance of a cash management period, the loan documents require ongoing monthly deposits equal to 1/12th of $0.25 per owned leasable SF (initially $20,748) subject to a cap of 24 months of collections (initially $497,950).
With respect to Loan No. 10, Staten Island Mall, the loan documents require an upfront deposit of $4,580,787 for outstanding tenant improvements and leasing commissions related to 12 tenants. During the continuance of a cash management period, the loan documents require ongoing monthly reposits equal to 1/12th of $1.00 per owned leasable SF (which initially shall be $82,992 for TI/LCs subject to a cap of 24 months collections ($1,991,800).
With respect to Loan No. 10, Staten Island Mall, during the continuance of an anchor tenant trigger event, the loan documents require monthly deposits equal to all excess cash flows until the balance of the account is equal to $50 multiplied by the aggregate amount of gross leasable SF of the applicable anchor tenant space for tenant improvements and leasing commissions, budgeted construction costs, required landlord work and other related costs associated with re-tenanting the applicable space.
With respect to Loan No. 13, Homewood Suites San Diego Mission Valley Zoo, the monthly deposits into the FF&E reserve are required to be equal to (x) $31,237 for the payment dates in May 2024 through April 2025 and (y) thereafter for the payment dates in May through April of the following year, the greater of (1) any franchise-mandated amount and (2) 1/12th of 4% of the borrower’s gross revenues over the trailing 12-month period.
With respect to Loan No. 14, Respara, the loan documents do not require ongoing monthly insurance reserves; provided no event of default is continuing and the borrower maintains insurance coverage for the Respara Property as part of blanket or umbrella coverage reasonably approved by the lender, and provides the lender with evidence of the renewals of the insurance policies and paid receipts for the payment of the insurance premiums no later than 10 business days prior to the expiration dates of the policies. If such conditions are not satisfied, the loan documents require ongoing monthly insurance reserves in an amount equal to 1/12 of the insurance premiums that the lender reasonably estimates will be payable during the next ensuing 12 months.
With respect to Loan No. 14, Respara, the loan documents require ongoing monthly deposits of $1,125 for replacement reserves, subject to a cap of $40,500 ($750/unit).
With respect to Loan No. 15, Point Plaza West, the borrower is not required to make monthly insurance deposits as long as (i) no event of default has occurred or is continuing, (ii) the insurance is maintained pursuant to one or more blanket policies, (iii) the borrower timely provides lender with evidence of renewal of such policies, and (iv) the borrower provides the lender paid receipts of the insurance premiums no later than ten business days prior to the expiration of the policies.
With respect to Loan No. 16, 6 Columbus Hotel, the borrower will make monthly deposits into the Seasonality Reserve in an amount of $137,500 on collection months. This reserve will be available to the borrower to cover operating shortfalls. The collection months will be in January, October, November, and December. Provided no event of default under the mortgage loan agreement is then continuing, any balance in the seasonality reserve on the September payment date of each year will be released to the borrower. The borrower will also make seasonality contributions to the seasonality reserve of $17,500 for the June and July 2024 payment dates.
With respect to Loan No. 17, Lexmark, the borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12th of the taxes that the lender estimates will be payable over the next-ensuing 12-month period. The borrower has no obligation to make required monthly deposits into the real estate tax reserve on any monthly payment date to the extent that the following conditions are satisfied on the date of such required monthly deposit: (i) no trigger period has occurred and is continuing, (ii) the specified tenant is responsible, pursuant to the terms of the specified tenant lease, for the direct payment of taxes to the applicable taxing authority and is timely making all such required payments pursuant thereto, and no default has occurred and is then continuing under the specified tenant lease with respect thereto and (iii) the lender receives evidence that all such taxes have been timely paid prior to the date such taxes are delinquent.
With respect to Loan No. 17, Lexmark, the borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies. The borrower has no obligation to make required monthly deposits into the insurance reserve on any monthly payment date to the extent that the following conditions are satisfied on the date of such required monthly deposit: (i) no trigger period has occurred and is continuing, (ii) the specified tenant is responsible, pursuant to the terms of the specified tenant lease, for maintaining the applicable insurance coverage(s) which would otherwise be paid for pursuant to the terms of the whole loan, (iii) such insurance coverages comply with the applicable requirements of the whole loan and (iv) the lender receives evidence that (A) the applicable policies are in full force and effect and that the insurance obligations under the whole loan are otherwise satisfied, and (B) all applicable insurance premiums have been timely paid in full on or prior to the dates by which such insurance premiums are required to be paid.
With respect to Loan No. 17, Lexmark, the borrower is required to deposit into a replacement reserve, on a monthly basis, $37,830.58. The borrower has no obligation to make required monthly deposits into the replacement reserve on any monthly payment date in the event that the following conditions are satisfied on the date of such required monthly deposit: (i) no trigger period has occurred and is continuing, (ii) the specified tenant is responsible, pursuant to the terms of the specified tenant lease, for maintaining the mortgaged property and making any and all repairs and/or capital improvements to the mortgaged property and continues to make payments and perform obligations required under the specified tenant lease and (iii) the lender receives evidence that all such repairs and/or capital improvements have been completed in a good and workmanlike manner and in accordance with applicable legal requirements; provided that, the lender may not request any such evidence more than two times in any calendar year unless (1) a trigger period has occurred and is continuing, (2) required in connection with a secondary market transaction at any time prior to the last securitization of any portion of the whole loan, or (3) the lender has reasonable basis to believe that there may be a life/safety issue at the mortgaged property.
With respect to Loan No. 17, Lexmark, during a trigger period, the borrower is required to deposit into a TI/LC reserve, on a monthly basis, an amount equal to $30,189.
With respect to Loan No. 19, Casa Cipriani, the borrower is required to deposit into an eligible account on each monthly payment date, an amount equal to the greater of (i) the FF&E Payment (as hereinafter defined) and (ii) the amount of the deposit (if any) then required by the franchisor on account of FF&E under the franchise agreement. The “FF&E Payment” means an amount equal to 1/12th of four percent (4%) of the greater of (a) the annual gross revenues for the hotel related operations at the mortgaged property for the immediately preceding calendar year as reasonably determined by the lender and (b) the projected annual gross revenues for the hotel related operations for the calendar year in which such monthly payment date occurs as set forth in the approved annual budget, or, where no approved annual budget exists as of the date of determination, the amount of the FF&E Payment will be based on the annual gross revenues for the hotel related operations at the mortgaged property (excluding membership and event space revenues) for the immediately preceding calendar year as reasonably determined by the lender. The initial FF&E Payment was determined to be approximately $210,556.
With respect to Loan 21, AHIP Virginia 3-Pack, the borrower is required to deposit $52,000 on a monthly basis, from the origination date through and including the monthly payment date occurring in June 2025, into the Hilton PIP reserve account.
With respect to Loan 21, AHIP Virginia 3-Pack, the borrower must deposit on each monthly payment date into the South Hill FF&E reserve the greatest of (i) 4% of the projected gross revenue for the Fairfield Inn & Suites South Hill Property for the prior month as set forth in the most recent approved annual budget, (ii) the then-current amount required by the management agreement applicable to the Fairfield Inn & Suites South Hill Property and (iii) the then-current amount required by the franchise agreement applicable to the Fairfield Inn & Suites South Hill Property for approved capital expenditure and repairs.
With respect to Loan 21, AHIP Virginia 3-Pack, the borrower must deposit on each monthly payment date into the Hilton FF&E reserve the greatest of (i) 4% of the projected gross revenue for the Hampton Inn Emporia Property and the Hampton Inn Harrisonburg South Property for the prior month as set forth in the most recent approved annual budget, (ii) the then-current amount required by the management agreements applicable to the Hampton Inn Emporia Property and the Hampton Inn Harrisonburg South Property and (iii) the then-current amount required by the franchise agreements applicable to the Hampton Inn Emporia Property and the Hampton Inn Harrisonburg South Property for approved capital expenditure and repairs.
With respect to Loan No. 22, 114 East 71st Street, the borrower is not required to make monthly insurance reserve deposit so long as the insurance coverage is provided through an approved blanket insurance policy.
With respect to Loan No. 24, 485 Locust Avenue, if the borrower elects to satisfy the Kochvei Ohr renewal cure conditions, the Kochvei Ohr Renewal Deposit Amount (as defined below) will be deposited into the Kochvei Ohr renewal reserve account.
“Kochvei Ohr Renewal Deposit Amount” means an amount equal to the monthly rental amount payable under the Kochvei Ohr lease as of the date of the renewal trigger event multiplied by 12.
With respect to Loan No. 33, AutoNation, on each monthly payment date beginning on the payment date that is 24 months prior to the maturity date, until such time as the major tenant renewal criteria are satisfied with respect to the AutoNation lease, the borrower is required to deposit into an AutoNation renewal reserve the sum of $126,202 (the “AutoNation Renewal Reserve Deposit”). To the extent the sum of AutoNation renewal reserve equals or exceeds the AutoNation reserve cap of $3,028,848, the borrower will no longer be required to make the AutoNation Renewal Reserve Deposit until the AutoNation renewal reserve is less than the AutoNation renewal reserve cap. |
