FWP 1 n3503_x3-a1.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-260277-03
     

 

 

BENCHMARK 2023-B38 

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-260277) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission 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 Securities and Exchange Commission website at www.sec.gov. Alternatively, the depositor or Deutsche Bank Securities Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-800-503-4611 or by emailing: prospectus.cpdg@db.com. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

This free writing prospectus does not contain all information that is required to be included in the prospectus. 

STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES AND OTHER INFORMATION

This material is for your information, and none of Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, AmeriVet Securities, Inc., Drexel Hamilton, LLC or any other underwriter, (collectively, the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

Neither this document nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. These materials are subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the preliminary prospectus relating to the Benchmark 2023-B38 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2023-B38 (the "Offering Document").  The information contained herein supersedes any such information previously delivered and should be reviewed only in conjunction with the entire Offering Document. All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document.  The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document.  The information contained herein will be more fully described elsewhere in the Offering Document.  The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value.  Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense. 

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of Underwriters or any of their respective affiliates makes any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. 

This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth herein. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of the dates thereof, the depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Individuals should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the issuer’s view only as of the date hereof.  

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS 

 Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, 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 system.

 

 

 

 

  

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name % of Initial Pool Balance % of Loan Balance Mortgage Loan Originator Mortgage Loan Seller Related Group Crossed Group Address City
                9        
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 9.99% 100.0% GSBI GSMC NAP NAP 8687 and 8661 Melrose Avenue and 700 North San Vicente Boulevard West Hollywood
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 9.1% 100.0% JPMCB, MSBNA JPMCB NAP NAP 1201 Third Avenue Seattle
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 8.1% 100.0% GSBI, BANA, WFB, 3650 REIT GSMC NAP NAP 250 Water Street Cambridge
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 7.6% 100.0% GSBI, MSBNA, BMO, DBRI GSMC, GACC Group 1 NAP 2034 Green Acres Road Valley Stream
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 7.6% 100.0% GSBI, DBRI, BMO GSMC, GACC NAP NAP 4000 Baldwin Road Auburn Hills
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 7.5% 100.0% GSBI, DBNY GSMC Group 1 NAP 7014 East Camelback Road Scottsdale
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 5.3%   CREFI CREFI NAP NAP Various Various
7.01 Property   1 1700 Schuster Road 2.1% 39.9%         1700 Schuster Road Delano
7.02 Property   1 101 Michelin Drive 1.1% 20.0%         101 Michelin Drive Laurens
7.03 Property   1 1525 West 2960 South 0.9% 16.0%         1525 West 2960 South Nibley
7.04 Property   1 5685 Raiders Road, Building B 0.7% 13.4%         5685 Raiders Road Frazeysburg
7.05 Property   1 840 Complex Street Southwest 0.6% 10.6%         840 Complex Street Southwest Lenoir
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 4.6% 100.0% JPMCB, AREF2 JPMCB NAP NAP 100 Jefferson Road Parsippany
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 4.5% 100.0% CREFI CREFI NAP NAP 9200 Calumet Avenue Munster
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 4.2% 100.0% UBS AG GACC NAP NAP 950 Wolcott Street Waterbury
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 4.2% 100.0% JPMCB, MSBNA JPMCB NAP NAP 1000 Woodward Avenue Detroit
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 4.2% 100.0% JPMCB JPMCB NAP NAP 5232 North Service Road Saint Peters
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 3.7% 100.0% DBRI GACC NAP NAP 123 West Louisiana Street Indianapolis
14 Loan 34 1 Hyatt Place Crocker Park 2.4% 100.0% CREFI CREFI NAP NAP 2020 Crocker Road Westlake
15 Loan 12, 25, 38 1 1027 Filbert Street 2.4% 100.0% CREFI CREFI NAP NAP 1027 Filbert Street Philadelphia
16 Loan 10, 19, 37 1 Riverport Tower 2.3% 100.0% GSBI GSMC NAP NAP 13736 Riverport Drive Maryland Heights
17 Loan 9, 28, 30, 33 1 The Grove 1.8% 100.0% BSPRT GACC NAP NAP 5569 Grove Boulevard Hoover
18 Loan 17, 19, 26, 40 1 Chatsworth Retail 1.8% 100.0% CREFI CREFI NAP NAP 9805, 9825 and 9843-9853 Mason Avenue Chatsworth
19 Loan 11, 25, 40 5 CVS 5 Portfolio 1.5%   CREFI CREFI NAP NAP Various Various
19.01 Property   1 CVS Carlsbad 0.3% 21.5%         2650 Gateway Road  Carlsbad
19.02 Property   1 CVS Dallas 0.3% 21.2%         7979 Belt Line Road Dallas
19.03 Property   1 CVS Mobile 0.3% 20.7%         4645 Airport Boulevard Mobile
19.04 Property   1 CVS Charlottesville 0.3% 20.2%         1170 Emmet Street Charlottesville
19.05 Property   1 CVS Clifton 0.3% 16.3%         635 Lexington Avenue Clifton
20 Loan 10 1 Sentinel Square II 1.5% 100.0% GACC GACC NAP NAP 1050 1st Street Northeast Washington
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 1.5%   DBRI GACC NAP NAP Various High Point
21.01 Property   1 Center Point of Hamilton 0.7% 49.3%         309 Russell Avenue, 401-421 and 416 South Hamilton Street High Point
21.02 Property   1 Center Point on Centennial 0.4% 24.2%         400-418 East Russell Avenue, 403-445 South Centennial and 404-432 Tate Drive High Point
21.03 Property   1 Center Point on Manning 0.2% 16.3%         324 East Russell Avenue High Point
21.04 Property   1 Center Point on Russell 0.1% 7.1%         319 South Centennial Street High Point
21.05 Property   1 Center Point on Field House 0.0% 3.0%         411 Manning Street High Point
21.06 Property   1 Center Point 212 0.0% 0.1%         212 East Russell Avenue High Point
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  1.2%   CREFI CREFI NAP NAP Various Various
22.01 Property   1 Walgreens and Dollar Tree - Oak Park 0.8% 68.4%         13550 West Nine Mile Road and 23090 Coolidge Highway Oak Park
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham 0.1% 10.1%         1343 and 1355 Bessemer Road Birmingham
22.03 Property   1 Family Dollar - Detroit 0.1% 9.7%         3911 Joy Road Detroit
22.04 Property   1 Family Dollar - Akron 0.1% 8.0%         19 North Arlington Street Akron
22.05 Property   1 Dollar General - Bernice 0.0% 3.8%         314 Highway 167 North Bernice
23 Loan 33 1 TownePlace Suites BWI Airport 1.2% 100.0% GSBI GSMC NAP NAP 1171 Winterson Road Linthicum
24 Loan   1 68-78 River Road 1.2% 100.0% GSBI GSMC NAP NAP 68-78 River Road Summit
25 Loan 33 1 Sylvan Heights 0.6% 100.0% CREFI CREFI NAP NAP 901-941 East Park Row Drive Arlington

 

 A-1-1 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name County State Zip Code General Property Type Detailed Property Type Year Built Year Renovated Number of Units Unit of Measure Loan Per Unit ($)
                13       12, 22   10, 12, 22
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Los Angeles California 90069 Mixed Use Office/Showroom/Lab 1975, 1988 2004 1,053,217 SF 232.62
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue King Washington 98101 Office CBD 1988 NAP 1,129,710 SF 150.48
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Middlesex Massachusetts 02141 Mixed Use Lab/Office 2022 NAP 479,004 SF 1,109.59
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Nassau New York 11581 Retail Regional Mall 1956, 2016 1982, 2006, 2007 2,081,286 SF 177.77
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Oakland Michigan 48326 Retail Outlet Center 1998 2010 1,128,332 SF 159.53
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Maricopa Arizona 85251 Retail Super Regional Mall 1961, 1977, 1982, 1992, 1996, 2006, 2015 1991, 2017-2020, 2023-2024 1,555,459 SF 450.03
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio Various Various Various Industrial Various Various Various 3,951,338 SF 39.73
7.01 Property   1 1700 Schuster Road Kern California 93215 Industrial Warehouse/Distribution 1993, 1996 NAP 1,213,366 SF  
7.02 Property   1 101 Michelin Drive Laurens South Carolina 29360 Industrial Warehouse/Distribution 1993 NAP 1,170,972 SF  
7.03 Property   1 1525 West 2960 South Cache Utah 84321 Industrial Flex 2015 NAP 260,000 SF  
7.04 Property   1 5685 Raiders Road, Building B Muskingum Ohio 43822 Industrial Warehouse/Distribution 1994 2022 812,000 SF  
7.05 Property   1 840 Complex Street Southwest Caldwell North Carolina 28645 Industrial Warehouse/Distribution 1970 2022 495,000 SF  
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road Morris New Jersey 07054 Industrial Warehouse/Distribution 1957, 1998 2020-2023 558,930 SF 174.44
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Lake Indiana 46321 Industrial Warehouse/Distribution 1958 2022 908,068 SF 32.49
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center New Haven Connecticut 06705 Retail Anchored 2001-2004 NAP 382,884 SF 72.48
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Wayne Michigan 48226 Office CBD 2003 2019-2020 1,356,325 SF 160.73
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Saint Charles Missouri 63376 Retail Anchored 2017 NAP 245,383 SF 111.96
13 Loan 13, 25, 33 1 Crowne Plaza Union Station Marion Indiana 46225 Hospitality Full Service 1880, 1986 2014 273 Rooms 87,859.63
14 Loan 34 1 Hyatt Place Crocker Park Cuyahoga Ohio 44145 Hospitality Select Service 2015 NAP 110 Rooms 145,454.55
15 Loan 12, 25, 38 1 1027 Filbert Street Philadelphia Pennsylvania 19107 Mixed Use Parking Garage/Retail 1982 2000 287,000 SF 54.01
16 Loan 10, 19, 37 1 Riverport Tower St. Louis Missouri 63043 Office Suburban 1991 NAP 317,891 SF 67.95
17 Loan 9, 28, 30, 33 1 The Grove Jefferson Alabama 35226 Retail Anchored 2009 NAP 136,614 SF 87.84
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Los Angeles California 91311 Retail Anchored 2020, 2021 NAP 48,040 SF 243.55
19 Loan 11, 25, 40 5 CVS 5 Portfolio Various Various Various Retail Single Tenant 2019 NAP 61,506 SF 164.62
19.01 Property   1 CVS Carlsbad San Diego California 92009 Retail Single Tenant 2019 NAP 15,294 SF  
19.02 Property   1 CVS Dallas Dallas Texas 75254 Retail Single Tenant 2019 NAP 9,717 SF  
19.03 Property   1 CVS Mobile Mobile Alabama 36608 Retail Single Tenant 2019 NAP 9,704 SF  
19.04 Property   1 CVS Charlottesville Charlottesville City Virginia 22903 Retail Single Tenant 2019 NAP 13,376 SF  
19.05 Property   1 CVS Clifton Passaic New Jersey 07011 Retail Single Tenant 2019 NAP 13,415 SF  
20 Loan 10 1 Sentinel Square II District of Columbia District of Columbia 20002 Office CBD 2013 NAP 283,915 SF 366.31
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point Guilford North Carolina 27260 Mixed Use Industrial/Retail Various Various 482,216 SF 61.47
21.01 Property   1 Center Point of Hamilton Guilford North Carolina 27260 Mixed Use Industrial/Retail 1896, 1970 1995 237,803 SF  
21.02 Property   1 Center Point on Centennial Guilford North Carolina 27260 Mixed Use Industrial/Retail 1952 2001 116,471 SF  
21.03 Property   1 Center Point on Manning Guilford North Carolina 27260 Mixed Use Industrial/Retail 1966 2002 78,829 SF  
21.04 Property   1 Center Point on Russell Guilford North Carolina 27260 Mixed Use Industrial/Retail 1932 1999 34,215 SF  
21.05 Property   1 Center Point on Field House Guilford North Carolina 27260 Mixed Use Industrial/Retail 1966 2006 14,400 SF  
21.06 Property   1 Center Point 212 Guilford North Carolina 27260 Mixed Use Industrial/Retail 1950 NAP 498 SF  
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  Various Various Various Retail Various Various Various 78,322 SF 103.12
22.01 Property   1 Walgreens and Dollar Tree - Oak Park Oakland Michigan 48237 Retail Anchored 1964 2005 29,802 SF  
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham Jefferson Alabama 35208 Retail Unanchored 2003 NAP 13,000 SF  
22.03 Property   1 Family Dollar - Detroit Wayne Michigan 48206 Retail Single Tenant 2006 NAP 9,180 SF  
22.04 Property   1 Family Dollar - Akron Summit Ohio 44305 Retail Unanchored 1947 2007 18,340 SF  
22.05 Property   1 Dollar General - Bernice Union Louisiana 71222 Retail Single Tenant 2002 NAP 8,000 SF  
23 Loan 33 1 TownePlace Suites BWI Airport Anne Arundel Maryland 21090 Hospitality Extended Stay 2007 2018 136 Rooms 58,823.53
24 Loan   1 68-78 River Road Union New Jersey 07901 Retail Single Tenant 1930 2011 32,100 SF 249.22
25 Loan 33 1 Sylvan Heights Tarrant Texas 76010 Retail Anchored 1956 NAP 42,277 SF 91.98

 

 A-1-2 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Original Balance ($) Cut-off Date Balance ($) Maturity/ARD Balance ($) Interest Rate % Administrative Fee Rate % Net Mortgage Rate % Monthly Debt Service (P&I) ($) Monthly Debt Service (IO) ($) Annual Debt Service (P&I) ($) Annual Debt Service (IO) ($)
          11 11   15 1, 15   2, 16 16 2, 16 16
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 65,600,000 65,600,000 65,600,000 5.94107142857143% 0.01984% 5.92123% NAP 329,289.38 NAP 3,951,472.56
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 60,000,000 60,000,000 60,000,000 5.58500% 0.01984% 5.56516% NAP 283,128.47 NAP 3,397,541.64
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 53,150,000 53,150,000 53,150,000 5.50950% 0.01984% 5.48966% NAP 247,414.17 NAP 2,968,970.04
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 50,000,000 50,000,000 50,000,000 5.89900% 0.01984% 5.87916% NAP 249,205.44 NAP 2,990,465.28
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 50,000,000 50,000,000 50,000,000 6.52100% 0.01984% 6.50116% NAP 275,482.06 NAP 3,305,784.72
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 49,000,000 49,000,000 49,000,000 6.21425% 0.02384% 6.19041% NAP 257,272.83 NAP 3,087,273.96
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 35,000,000 35,000,000 33,086,470 6.81000% 0.02109% 6.78891% 228,407.00 NAP 2,740,884.00 NAP
7.01 Property   1 1700 Schuster Road 13,977,707 13,977,707 13,213,514              
7.02 Property   1 101 Michelin Drive 7,013,376 7,013,376 6,629,939              
7.03 Property   1 1525 West 2960 South 5,600,000 5,600,000 5,293,835              
7.04 Property   1 5685 Raiders Road, Building B 4,681,529 4,681,529 4,425,579              
7.05 Property   1 840 Complex Street Southwest 3,727,389 3,727,389 3,523,604              
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 30,000,000 30,000,000 30,000,000 7.26000% 0.01984% 7.24016% NAP 184,020.83 NAP 2,208,249.96
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 29,500,000 29,500,000 29,500,000 7.28000% 0.01984% 7.26016% NAP 181,452.31 NAP 2,177,427.72
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 29,000,000 27,749,936 23,957,370 5.15000% 0.01984% 5.13016% 158,347.61 NAP 1,900,171.32 NAP
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 27,500,000 27,500,000 27,500,000 6.02000% 0.06859% 5.95141% NAP 139,874.42 NAP 1,678,493.04
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 27,472,500 27,472,500 27,472,500 6.60500% 0.01984% 6.58516% NAP 153,313.40 NAP 1,839,760.80
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 24,000,000 23,985,678 21,024,278 7.15200% 0.01984% 7.13216% 162,130.05 NAP 1,945,560.60 NAP
14 Loan 34 1 Hyatt Place Crocker Park 16,000,000 16,000,000 16,000,000 6.72000% 0.01984% 6.70016% NAP 90,844.44 NAP 1,090,133.28
15 Loan 12, 25, 38 1 1027 Filbert Street 15,500,000 15,500,000 13,564,788 7.12000% 0.01984% 7.10016% 104,374.07 NAP 1,252,488.84 NAP
16 Loan 10, 19, 37 1 Riverport Tower 15,000,000 15,000,000 15,000,000 5.82500% 0.01984% 5.80516% NAP 73,823.78 NAP 885,885.36
17 Loan 9, 28, 30, 33 1 The Grove 12,000,000 12,000,000 12,000,000 7.05000% 0.01984% 7.03016% NAP 71,479.17 NAP 857,750.04
18 Loan 17, 19, 26, 40 1 Chatsworth Retail 11,700,000 11,700,000 11,700,000 6.26000% 0.01984% 6.24016% NAP 61,882.71 NAP 742,592.52
19 Loan 11, 25, 40 5 CVS 5 Portfolio 10,125,000 10,125,000 10,125,000 6.68000% 0.01984% 6.66016% NAP 57,145.31 NAP 685,743.72
19.01 Property   1 CVS Carlsbad 2,175,000 2,175,000 2,175,000              
19.02 Property   1 CVS Dallas 2,150,000 2,150,000 2,150,000              
19.03 Property   1 CVS Mobile 2,100,000 2,100,000 2,100,000              
19.04 Property   1 CVS Charlottesville 2,050,000 2,050,000 2,050,000              
19.05 Property   1 CVS Clifton 1,650,000 1,650,000 1,650,000              
20 Loan 10 1 Sentinel Square II 10,000,000 10,000,000 10,000,000 6.05000% 0.01984% 6.03016% NAP 51,116.90 NAP 613,402.80
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 9,642,857 9,642,857 9,385,603 6.50000% 0.01984% 6.48016% 60,949.42 52,957.59 731,393.04 635,491.08
21.01 Property   1 Center Point of Hamilton 4,755,339 4,755,339 4,628,475              
21.02 Property   1 Center Point on Centennial 2,329,066 2,329,066 2,266,931              
21.03 Property   1 Center Point on Manning 1,576,341 1,576,341 1,534,287              
21.04 Property   1 Center Point on Russell 684,196 684,196 665,943              
21.05 Property   1 Center Point on Field House 287,956 287,956 280,274              
21.06 Property   1 Center Point 212 9,958 9,958 9,693              
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  8,076,250 8,076,250 8,076,250 6.36000% 0.01984% 6.34016% NAP 43,398.63 NAP 520,783.56
22.01 Property   1 Walgreens and Dollar Tree - Oak Park 5,525,000 5,525,000 5,525,000              
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham 812,500 812,500 812,500              
22.03 Property   1 Family Dollar - Detroit 780,000 780,000 780,000              
22.04 Property   1 Family Dollar - Akron 650,000 650,000 650,000              
22.05 Property   1 Dollar General - Bernice 308,750 308,750 308,750              
23 Loan 33 1 TownePlace Suites BWI Airport 8,000,000 8,000,000 6,949,174 6.84000% 0.01984% 6.82016% 52,367.35 NAP 628,408.20 NAP
24 Loan   1 68-78 River Road 8,000,000 8,000,000 8,000,000 6.62900% 0.01984% 6.60916% NAP 44,807.13 NAP 537,685.56
25 Loan 33 1 Sylvan Heights 3,900,000 3,888,468 3,422,171 7.23000% 0.01984% 7.21016% 26,551.99 NAP 318,623.88 NAP

 

 A-1-3 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Amortization Type ARD Loan (Yes / No) Interest Accrual Method Original Interest-Only Period (Mos.) Remaining Interest-Only Period (Mos.) Original Term To Maturity / ARD (Mos.) Remaining Term To Maturity / ARD (Mos.) Original Amortization Term (Mos.) Remaining Amortization Term (Mos.) Origination Date
                             
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Interest Only No Actual/360 120 118 120 118 0 0 1/11/2023
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Interest Only No Actual/360 60 59 60 59 0 0 2/10/2023
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Interest Only - ARD Yes Actual/360 120 118 120 118 0 0 1/27/2023
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Interest Only No Actual/360 60 57 60 57 0 0 1/3/2023
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Interest Only No Actual/360 120 118 120 118 0 0 1/5/2023
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Interest Only No Actual/360 60 59 60 59 0 0 3/3/2023
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio Amortizing Balloon No Actual/360 0 0 60 60 360 360 3/10/2023
7.01 Property   1 1700 Schuster Road                    
7.02 Property   1 101 Michelin Drive                    
7.03 Property   1 1525 West 2960 South                    
7.04 Property   1 5685 Raiders Road, Building B                    
7.05 Property   1 840 Complex Street Southwest                    
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road Interest Only No Actual/360 120 120 120 120 0 0 3/10/2023
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Interest Only No Actual/360 84 79 84 79 0 0 11/3/2022
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Amortizing Balloon No Actual/360 0 0 120 84 360 324 3/16/2020
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Interest Only No Actual/360 120 111 120 111 0 0 6/28/2022
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Interest Only No Actual/360 120 117 120 117 0 0 12/21/2022
13 Loan 13, 25, 33 1 Crowne Plaza Union Station Amortizing Balloon No Actual/360 0 0 120 119 360 359 3/1/2023
14 Loan 34 1 Hyatt Place Crocker Park Interest Only No Actual/360 120 120 120 120 0 0 3/20/2023
15 Loan 12, 25, 38 1 1027 Filbert Street Amortizing Balloon No Actual/360 0 0 120 120 360 360 3/20/2023
16 Loan 10, 19, 37 1 Riverport Tower Interest Only No Actual/360 120 111 120 111 0 0 6/28/2022
17 Loan 9, 28, 30, 33 1 The Grove Interest Only No Actual/360 120 116 120 116 0 0 11/17/2022
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Interest Only No Actual/360 120 120 120 120 0 0 3/9/2023
19 Loan 11, 25, 40 5 CVS 5 Portfolio Interest Only No Actual/360 120 116 120 116 0 0 11/18/2022
19.01 Property   1 CVS Carlsbad                    
19.02 Property   1 CVS Dallas                    
19.03 Property   1 CVS Mobile                    
19.04 Property   1 CVS Charlottesville                    
19.05 Property   1 CVS Clifton                    
20 Loan 10 1 Sentinel Square II Interest Only No Actual/360 60 56 60 56 0 0 11/18/2022
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point Interest Only, Amortizing Balloon No Actual/360 30 28 60 58 360 360 1/9/2023
21.01 Property   1 Center Point of Hamilton                    
21.02 Property   1 Center Point on Centennial                    
21.03 Property   1 Center Point on Manning                    
21.04 Property   1 Center Point on Russell                    
21.05 Property   1 Center Point on Field House                    
21.06 Property   1 Center Point 212                    
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  Interest Only No Actual/360 120 118 120 118 0 0 1/30/2023
22.01 Property   1 Walgreens and Dollar Tree - Oak Park                    
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham                    
22.03 Property   1 Family Dollar - Detroit                    
22.04 Property   1 Family Dollar - Akron                    
22.05 Property   1 Dollar General - Bernice                    
23 Loan 33 1 TownePlace Suites BWI Airport Amortizing Balloon No Actual/360 0 0 120 120 360 360 3/10/2023
24 Loan   1 68-78 River Road Interest Only No Actual/360 120 120 120 120 0 0 3/10/2023
25 Loan 33 1 Sylvan Heights Amortizing Balloon No Actual/360 0 0 120 116 360 356 11/14/2022

 

 A-1-4 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Seasoning (Mos.) Payment Due Date First Payment Date First P&I Payment Date Maturity Date or Anticipated Repayment Date Final Maturity Date Grace Period - Late Fee (Days) Grace Period - Default (Days) Prepayment Provision Most Recent EGI ($) Most Recent Expenses ($)
                      20 20 3, 22, 24    
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 2 6 3/6/2023 NAP 2/6/2033 NAP 0 0 L(26),D(87),O(7) 40,094,569 13,349,509
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 1 9 4/9/2023 NAP 3/9/2028 NAP 0 0 L(24),YM1(1),DorYM1(28),O(7) 51,796,212 20,401,758
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 2 10 3/10/2023 NAP 2/10/2033 2/10/2038 0 0 L(24),YM1(2),DorYM1(87),O(7) NAV NAV
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 3 6 2/6/2023 NAP 1/6/2028 NAP 5 0 L(27),YM1(28),O(5) 76,986,549 31,812,161
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 2 1 3/1/2023 NAP 2/1/2033 NAP 0 0 L(26),D(88),O(6) 46,424,127 14,768,491
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 1 6 4/6/2023 NAP 3/6/2028 NAP 5 0 L(25),DorYM1(28),O(7) 97,949,617 17,988,634
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 0 6 5/6/2023 5/6/2023 4/6/2028 NAP 0 0 L(24),D(29),O(7) NAV NAV
7.01 Property   1 1700 Schuster Road                   NAV NAV
7.02 Property   1 101 Michelin Drive                   NAV NAV
7.03 Property   1 1525 West 2960 South                   NAV NAV
7.04 Property   1 5685 Raiders Road, Building B                   NAV NAV
7.05 Property   1 840 Complex Street Southwest                   NAV NAV
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 0 6 5/6/2023 NAP 4/6/2033 NAP 0 0 L(24),D(92),O(4) 8,432,796 3,191,612
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 5 6 12/6/2022 NAP 11/6/2029 NAP 0 0 L(29),D(52),O(3) 4,098,825 1,929,998
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 36 6 5/6/2020 5/6/2020 4/6/2030 NAP 0 0 L(36),YM1(24),D(53),O(7) 5,401,230 2,578,812
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 9 1 8/1/2022 NAP 7/1/2032 NAP 0 0 L(33),D(83),O(4) 49,845,174 21,445,511
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 3 5 2/5/2023 NAP 1/5/2033 NAP 0 0 L(27),D(87),O(6) 4,026,334 1,160,254
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 1 6 4/6/2023 4/6/2023 3/6/2033 NAP 0 0 L(25),D(90),O(5) 16,492,581 12,599,133
14 Loan 34 1 Hyatt Place Crocker Park 0 6 5/6/2023 NAP 4/6/2033 NAP 0 0 L(24),D(93),O(3) 6,244,253 3,688,428
15 Loan 12, 25, 38 1 1027 Filbert Street 0 1 5/1/2023 5/1/2023 4/1/2033 NAP 0 5 L(24),D(93),O(3) 5,364,853 2,898,480
16 Loan 10, 19, 37 1 Riverport Tower 9 6 8/6/2022 NAP 7/6/2032 NAP 0 0 L(33),YM1(80),O(7) 5,317,136 3,099,557
17 Loan 9, 28, 30, 33 1 The Grove 4 6 1/6/2023 NAP 12/6/2032 NAP 0 0  L(28),D(88),O(4) 3,284,678 1,160,150
18 Loan 17, 19, 26, 40 1 Chatsworth Retail 0 6 5/6/2023 NAP 4/6/2033 NAP 0 0 L(24),D(89),O(7) 1,392,625 301,508
19 Loan 11, 25, 40 5 CVS 5 Portfolio 4 6 1/6/2023 NAP 12/6/2032 NAP 0 0 L(28),D(88),O(4) NAV NAV
19.01 Property   1 CVS Carlsbad                   NAV NAV
19.02 Property   1 CVS Dallas                   NAV NAV
19.03 Property   1 CVS Mobile                   NAV NAV
19.04 Property   1 CVS Charlottesville                   NAV NAV
19.05 Property   1 CVS Clifton                   NAV NAV
20 Loan 10 1 Sentinel Square II 4 6 1/6/2023 NAP 12/6/2027 NAP 0 0 L(28),D(19),O(13) 14,938,491 5,298,404
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 2 6 3/6/2023 9/6/2025 2/6/2028 NAP 0 0 L(26),D(30),O(4) 6,935,942 2,214,415
21.01 Property   1 Center Point of Hamilton                   NAV NAV
21.02 Property   1 Center Point on Centennial                   NAV NAV
21.03 Property   1 Center Point on Manning                   NAV NAV
21.04 Property   1 Center Point on Russell                   NAV NAV
21.05 Property   1 Center Point on Field House                   NAV NAV
21.06 Property   1 Center Point 212                   NAV NAV
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  2 6 3/6/2023 NAP 2/6/2033 NAP 0 0 L(26),D(90),O(4) NAV NAV
22.01 Property   1 Walgreens and Dollar Tree - Oak Park                   NAV NAV
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham                   NAV NAV
22.03 Property   1 Family Dollar - Detroit                   NAV NAV
22.04 Property   1 Family Dollar - Akron                   NAV NAV
22.05 Property   1 Dollar General - Bernice                   NAV NAV
23 Loan 33 1 TownePlace Suites BWI Airport 0 6 5/6/2023 5/6/2023 4/6/2033 NAP 0 0 L(24),D(92),O(4) 4,695,875 3,341,222
24 Loan   1 68-78 River Road 0 6 5/6/2023 NAP 4/6/2033 NAP 0 0 L(24),D(92),O(4) NAV NAV
25 Loan 33 1 Sylvan Heights 4 6 1/6/2023 1/6/2023 12/6/2032 NAP 0 0 L(28),D(88),O(4) 663,176 138,056

 

 A-1-5 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Most Recent NOI ($) Most Recent NOI Date Most Recent Description Second Most Recent EGI ($) Second Most Recent Expenses ($) Second Most Recent NOI ($) Second Most Recent NOI Date Second Most Recent Description Third Most Recent EGI ($) Third Most Recent Expenses ($) Third Most Recent NOI ($)
          19                    
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 26,745,060 9/30/2022 T-12 38,026,102 12,241,303 25,784,799 12/31/2021 T-12 32,245,576 11,178,233 21,067,343
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 31,394,453 12/31/2022 T-12 52,866,426 19,817,047 33,049,379 12/31/2021 T-12 55,173,622 18,678,980 36,494,642
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 45,174,388 9/30/2022 T-12 76,903,875 30,285,085 46,618,790 12/31/2021 T-12 69,008,722 28,007,136 41,001,586
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 31,655,635 11/30/2022 T-12 47,261,766 14,350,428 32,911,337 12/31/2021 T-12 40,708,568 12,857,184 27,851,384
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 79,960,983 12/31/2022 T-12 85,107,087 17,534,916 67,572,171 12/31/2021 T-12 73,178,391 17,139,268 56,039,123
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
7.01 Property   1 1700 Schuster Road NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
7.02 Property   1 101 Michelin Drive NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
7.03 Property   1 1525 West 2960 South NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
7.04 Property   1 5685 Raiders Road, Building B NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
7.05 Property   1 840 Complex Street Southwest NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 5,241,184 12/31/2022 T-12 7,441,661 2,981,585 4,460,076 12/31/2021 T-12 NAV NAV NAV
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 2,168,827 7/31/2022 T-12 3,848,901 1,815,337 2,033,563 12/31/2021 T-12 NAV NAV NAV
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 2,822,418 1/31/2023 T-12 5,038,428 2,291,620 2,746,808 12/31/2022 T-12 5,488,691 2,586,912 2,901,779
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 28,399,663 11/30/2022 T-12 44,198,961 19,173,640 25,025,321 12/31/2021 T-12 36,845,931 18,308,085 18,537,846
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 2,866,080 9/30/2022 T-12 3,978,530 1,211,036 2,767,494 12/31/2021 T-12 3,950,355 1,189,364 2,760,991
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 3,893,448 11/30/2022 T-12 11,260,276 9,077,354 2,182,922 12/31/2021 T-12 4,937,721 6,508,479 -1,570,758
14 Loan 34 1 Hyatt Place Crocker Park 2,555,825 1/31/2023 T-12 6,146,247 3,652,786 2,493,461 12/31/2022 T-12 4,565,973 2,949,142 1,616,831
15 Loan 12, 25, 38 1 1027 Filbert Street 2,466,372 2/28/2023 T-12 4,185,227 2,710,574 1,474,653 12/31/2021 T-12 2,831,245 2,168,158 663,087
16 Loan 10, 19, 37 1 Riverport Tower 2,217,579 8/31/2022 T-12 5,421,717 3,248,304 2,173,413 12/31/2021 T-12 5,244,115 3,049,557 2,194,558
17 Loan 9, 28, 30, 33 1 The Grove 2,124,527 9/30/2022 T-12 3,006,987 1,215,900 1,791,087 12/31/2021 T-12 2,843,947 983,729 1,860,218
18 Loan 17, 19, 26, 40 1 Chatsworth Retail 1,091,117 12/31/2022 T-12 927,518 250,522 676,995 12/31/2021 T-12 NAV NAV NAV
19 Loan 11, 25, 40 5 CVS 5 Portfolio NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
19.01 Property   1 CVS Carlsbad NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
19.02 Property   1 CVS Dallas NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
19.03 Property   1 CVS Mobile NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
19.04 Property   1 CVS Charlottesville NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
19.05 Property   1 CVS Clifton NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
20 Loan 10 1 Sentinel Square II 9,640,088 9/30/2022 T-12 14,712,258 5,415,296 9,296,962 12/31/2021 T-12 13,218,587 5,245,590 7,972,997
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 4,721,527 7/31/2022 T-12 5,994,552 2,112,554 3,881,998 12/31/2021 T-12 4,805,172 1,901,233 2,903,939
21.01 Property   1 Center Point of Hamilton NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
21.02 Property   1 Center Point on Centennial NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
21.03 Property   1 Center Point on Manning NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
21.04 Property   1 Center Point on Russell NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
21.05 Property   1 Center Point on Field House NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
21.06 Property   1 Center Point 212 NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
22.01 Property   1 Walgreens and Dollar Tree - Oak Park NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
22.03 Property   1 Family Dollar - Detroit NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
22.04 Property   1 Family Dollar - Akron NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
22.05 Property   1 Dollar General - Bernice NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
23 Loan 33 1 TownePlace Suites BWI Airport 1,354,653 1/31/2023 T-12 4,645,039 3,322,372 1,322,667 12/31/2022 T-12 3,767,429 2,685,363 1,082,066
24 Loan   1 68-78 River Road NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV NAV
25 Loan 33 1 Sylvan Heights 525,120 9/30/2022 T-12 622,998 155,488 467,510 12/31/2021 T-12 615,673 181,848 433,826

 

 A-1-6 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Third Most Recent NOI Date Third Most Recent Description Underwritten Economic Occupancy (%) Underwritten EGI ($) Underwritten Expenses ($) Underwritten Net Operating Income ($) Underwritten Replacement / FF&E Reserve ($) Underwritten TI / LC ($) Underwritten Net Cash Flow ($) Underwritten NOI DSCR (x) Underwritten NCF DSCR (x)
                    19       4, 10, 16 4, 10, 16
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 12/31/2020 T-12 82.6% 46,802,895 13,021,016 33,781,880 210,643 1,524,048 32,047,188 2.29 2.17
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 12/31/2020 T-12 81.1% 51,349,507 21,283,998 30,065,509 225,942 3,282,704 26,556,863 3.12 2.76
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAV NAV 99.0% 62,561,733 13,277,931 49,283,802 119,751 0 49,164,051 1.66 1.66
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 12/31/2020 T-12 96.2% 83,514,884 35,580,356 47,934,528 455,855 1,113,906 46,364,767 2.17 2.10
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 12/31/2020 T-12 92.6% 47,000,639 15,438,872 31,561,767 259,516 1,567,562 29,734,689 2.65 2.50
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 12/31/2020 T-12 95.0% 105,121,522 18,973,779 86,147,743 327,531 1,009,838 84,810,375 1.95 1.92
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio NAV NAV 95.0% 24,103,590 3,755,768 20,347,822 395,134 987,835 18,964,854 1.65 1.54
7.01 Property   1 1700 Schuster Road NAV NAV 95.0% 8,214,920 1,247,682 6,967,238 121,337 303,342 6,542,560    
7.02 Property   1 101 Michelin Drive NAV NAV 95.0% 5,566,712 941,614 4,625,098 117,097 292,743 4,215,257    
7.03 Property   1 1525 West 2960 South NAV NAV 95.0% 3,760,728 394,661 3,366,067 26,000 65,000 3,275,067    
7.04 Property   1 5685 Raiders Road, Building B NAV NAV 95.0% 3,945,576 742,838 3,202,738 81,200 203,000 2,918,538    
7.05 Property   1 840 Complex Street Southwest NAV NAV 95.0% 2,615,654 428,973 2,186,682 49,500 123,750 2,013,432    
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road NAV NAV 95.0% 14,333,301 3,903,654 10,429,647 55,893 177,357 10,196,397 1.45 1.42
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial NAV NAV 96.3% 5,620,455 2,112,378 3,508,077 90,807 0 3,417,270 1.61 1.57
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 12/31/2021 T-12 97.8% 5,670,019 2,600,816 3,069,202 57,433 176,016 2,835,754 1.62 1.49
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 12/31/2020 T-12 86.6% 46,224,574 21,145,889 25,078,685 188,765 1,703,467 23,186,453 1.88 1.74
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 12/31/2020 T-12 95.0% 4,498,992 1,188,673 3,310,319 6,807 147,230 3,156,281 1.80 1.72
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 12/31/2020 T-12 55.7% 16,492,581 12,560,962 3,931,619 659,703 0 3,271,916 2.02 1.68
14 Loan 34 1 Hyatt Place Crocker Park 12/31/2021 T-12 85.7% 6,244,253 3,753,449 2,490,804 297,580 0 2,193,224 2.28 2.01
15 Loan 12, 25, 38 1 1027 Filbert Street 12/31/2020 T-12 95.0% 5,336,839 2,980,612 2,356,227 32,538 29,332 2,294,357 1.88 1.83
16 Loan 10, 19, 37 1 Riverport Tower 12/31/2020 T-12 90.7% 6,450,962 3,278,453 3,172,509 152,058 311,737 2,708,714 2.49 2.12
17 Loan 9, 28, 30, 33 1 The Grove 12/31/2020 T-12 95.0% 3,206,291 1,176,993 2,029,298 28,689 109,291 1,891,318 2.37 2.20
18 Loan 17, 19, 26, 40 1 Chatsworth Retail NAV NAV 92.3% 1,751,051 526,008 1,225,043 7,206 48,269 1,169,569 1.65 1.57
19 Loan 11, 25, 40 5 CVS 5 Portfolio NAV NAV 100.0% 1,282,714 38,481 1,244,232 0 0 1,244,232 1.81 1.81
19.01 Property   1 CVS Carlsbad NAV NAV 100.0% 274,048 8,221 265,827 0 0 265,827    
19.02 Property   1 CVS Dallas NAV NAV 100.0% 271,922 8,158 263,764 0 0 263,764    
19.03 Property   1 CVS Mobile NAV NAV 100.0% 272,639 8,179 264,460 0 0 264,460    
19.04 Property   1 CVS Charlottesville NAV NAV 100.0% 237,124 7,114 230,010 0 0 230,010    
19.05 Property   1 CVS Clifton NAV NAV 100.0% 226,981 6,809 220,172 0 0 220,172    
20 Loan 10 1 Sentinel Square II 12/31/2020 T-12 95.0% 15,239,748 5,781,977 9,457,771 56,783 0 9,400,988 1.48 1.47
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 12/31/2020 T-12 95.0% 7,357,012 2,476,362 4,880,650 101,265 206,108 4,573,276 2.17 2.03
21.01 Property   1 Center Point of Hamilton NAV NAV NAV NAV NAV NAV NAV NAV NAV    
21.02 Property   1 Center Point on Centennial NAV NAV NAV NAV NAV NAV NAV NAV NAV    
21.03 Property   1 Center Point on Manning NAV NAV NAV NAV NAV NAV NAV NAV NAV    
21.04 Property   1 Center Point on Russell NAV NAV NAV NAV NAV NAV NAV NAV NAV    
21.05 Property   1 Center Point on Field House NAV NAV NAV NAV NAV NAV NAV NAV NAV    
21.06 Property   1 Center Point 212 NAV NAV NAV NAV NAV NAV NAV NAV NAV    
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  NAV NAV 95.8% 1,151,015 246,129 904,885 33,370 34,104 837,411 1.74 1.61
22.01 Property   1 Walgreens and Dollar Tree - Oak Park NAV NAV 95.8% 758,272 163,288 594,984 14,333 26,555 554,095    
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham NAV NAV 95.2% 127,696 24,910 102,786 2,383 0 100,402    
22.03 Property   1 Family Dollar - Detroit NAV NAV 95.8% 115,149 24,715 90,434 5,265 5,837 79,333    
22.04 Property   1 Family Dollar - Akron NAV NAV 96.0% 103,512 22,553 80,959 10,330 1,713 68,916    
22.05 Property   1 Dollar General - Bernice NAV NAV 95.5% 46,386 10,663 35,723 1,058 0 34,664    
23 Loan 33 1 TownePlace Suites BWI Airport 12/31/2021 T-12 83.3% 4,695,875 3,284,653 1,411,222 187,835 0 1,223,387 2.25 1.95
24 Loan   1 68-78 River Road NAV NAV 95.0% 1,509,165 423,042 1,086,123 4,815 3,210 1,078,098 2.02 2.01
25 Loan 33 1 Sylvan Heights 12/31/2020 T-12 95.1% 602,609 151,860 450,750 14,797 9,768 426,185 1.41 1.34

 

 A-1-7 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Underwritten NOI Debt Yield (%) Underwritten NCF Debt Yield (%) Appraised Value ($) Appraised Value Type Appraisal Date Cut-off Date LTV Ratio (%) LTV Ratio at Maturity / ARD (%) Leased Occupancy (%) Occupancy Date Single Tenant (Y/N)
          10 10 21 21   10, 21 10, 21 5, 12, 26, 29    
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 13.8% 13.1% 512,500,000 As Is 11/17/2022 47.8% 47.8% 78.3% 12/6/2022 No
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 17.7% 15.6% 556,500,000 As Is 12/1/2022 30.5% 30.5% 81.1% 1/1/2023 No
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 9.3% 9.3% 1,090,000,000 Prospective Market Value Upon Completion & Stabilization 1/1/2023 48.8% 48.8% 98.7% 3/10/2023 Yes
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 13.0% 12.5% 679,000,000 As Is 10/30/2022 54.5% 54.5% 97.7% 12/12/2022 No
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 17.5% 16.5% 400,000,000 As Is 11/10/2022 45.0% 45.0% 89.6% 11/30/2022 No
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 12.3% 12.1% 1,825,000,000 As Is 1/4/2023 38.4% 38.4% 96.0% 12/2/2022 No
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 13.0% 12.1% 276,700,000 As Is Various 56.7% 53.6% 100.0%    
7.01 Property   1 1700 Schuster Road     100,200,000 As Is 1/31/2023     100.0% 4/6/2023 Yes
7.02 Property   1 101 Michelin Drive     61,300,000 As Is 1/23/2023     100.0% 4/6/2023 Yes
7.03 Property   1 1525 West 2960 South     45,300,000 As Is 1/30/2023     100.0% 4/6/2023 Yes
7.04 Property   1 5685 Raiders Road, Building B     37,700,000 As Is 1/27/2023     100.0% 4/6/2023 Yes
7.05 Property   1 840 Complex Street Southwest     32,200,000 As Is 1/23/2023     100.0% 4/6/2023 Yes
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 10.7% 10.5% 173,000,000 As Completed 8/1/2023 56.4% 56.4% 100.0% 2/28/2023 No
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 11.9% 11.6% 62,600,000 As Stabilized 6/1/2023 47.1% 47.1% 100.0% 8/29/2022 No
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 11.1% 10.2% 41,900,000 As Is 1/6/2020 66.2% 57.2% 97.8% 1/31/2023 No
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 11.5% 10.6% 362,500,000 As Is 5/4/2022 60.1% 60.1% 86.8% 6/27/2022 No
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 12.0% 11.5% 41,200,000 As Is 11/23/2022 66.7% 66.7% 98.0% 11/7/2022 No
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 16.4% 13.6% 50,500,000 Prospective Market Value Upon Completion 12/15/2023 47.5% 41.6% 55.7% 11/30/2022 NAP
14 Loan 34 1 Hyatt Place Crocker Park 15.6% 13.7% 25,000,000 As Is 1/23/2023 64.0% 64.0% 85.7% 1/31/2023 NAP
15 Loan 12, 25, 38 1 1027 Filbert Street 15.2% 14.8% 34,725,000 As Is 12/1/2022 44.6% 39.1% 100.0% 5/12/2022 No
16 Loan 10, 19, 37 1 Riverport Tower 14.7% 12.5% 37,100,000 As Is 5/5/2022 58.2% 58.2% 90.8% 6/1/2022 No
17 Loan 9, 28, 30, 33 1 The Grove 16.9% 15.8% 27,600,000 As Is 9/16/2022 43.5% 43.5% 98.5% 2/2/2023 No
18 Loan 17, 19, 26, 40 1 Chatsworth Retail 10.5% 10.0% 25,900,000 As Is 11/30/2022 45.2% 45.2% 95.0% 11/29/2022 No
19 Loan 11, 25, 40 5 CVS 5 Portfolio 12.3% 12.3% 20,090,000 As Is Various 50.4% 50.4% 100.0%    
19.01 Property   1 CVS Carlsbad     4,600,000 As Is 9/22/2022     100.0% 4/6/2023 Yes
19.02 Property   1 CVS Dallas     4,200,000 As Is 8/29/2022     100.0% 4/6/2023 Yes
19.03 Property   1 CVS Mobile     3,890,000 As Is 9/7/2022     100.0% 4/6/2023 Yes
19.04 Property   1 CVS Charlottesville     3,600,000 As Is 10/15/2022     100.0% 4/6/2023 Yes
19.05 Property   1 CVS Clifton     3,800,000 As Is 9/28/2022     100.0% 4/6/2023 Yes
20 Loan 10 1 Sentinel Square II 9.1% 9.0% 167,000,000 As Is 9/22/2022 62.3% 62.3% 93.7% 12/31/2022 No
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 16.5% 15.4% 44,100,000 As Is 10/12/2022 67.2% 65.4% 98.1%    
21.01 Property   1 Center Point of Hamilton     21,747,748 As Is 10/12/2022     99.2% 12/13/2022 No
21.02 Property   1 Center Point on Centennial     10,651,598 As Is 10/12/2022     100.0% 12/13/2022 No
21.03 Property   1 Center Point on Manning     7,209,133 As Is 10/12/2022     100.0% 12/13/2022 No
21.04 Property   1 Center Point on Russell     3,129,058 As Is 10/12/2022     99.1% 12/13/2022 No
21.05 Property   1 Center Point on Field House     1,316,920 As Is 10/12/2022     50.0% 12/13/2022 No
21.06 Property   1 Center Point 212     45,543 As Is 10/12/2022     100.0% 12/13/2022 Yes
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  11.2% 10.4% 12,810,000 As Is Various 63.0% 63.0% 88.8%    
22.01 Property   1 Walgreens and Dollar Tree - Oak Park     8,770,000 As Is 12/5/2022     100.0% 9/19/2022 No
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham     1,250,000 As Is 12/2/2022     100.0% 9/19/2022 No
22.03 Property   1 Family Dollar - Detroit     1,200,000 As Is 12/5/2022     100.0% 4/6/2023 Yes
22.04 Property   1 Family Dollar - Akron     1,100,000 As Is 12/1/2022     52.0% 9/19/2022 No
22.05 Property   1 Dollar General - Bernice     490,000 As Is 12/6/2022     100.0% 4/6/2023 Yes
23 Loan 33 1 TownePlace Suites BWI Airport 17.6% 15.3% 15,300,000 As Is 1/3/2023 52.3% 45.4% 83.3% 1/31/2023 NAP
24 Loan   1 68-78 River Road 13.6% 13.5% 15,200,000 As Is 2/14/2023 52.6% 52.6% 100.0% 3/6/2023 Yes
25 Loan 33 1 Sylvan Heights 11.6% 11.0% 6,900,000 As Is 8/25/2022 56.4% 49.6% 100.0% 7/27/2022 No

 

 A-1-8 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Largest Tenant Largest Tenant SF Largest Tenant % of NRA Largest Tenant Lease Expiration Date Second Largest Tenant Second Largest Tenant SF Second Largest Tenant % of NRA Second Largest Tenant Lease Expiration Date
          22, 27, 28 27, 28 27, 28 6, 27, 28 27, 28 27, 28 27, 28 6, 27, 28
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Cedars Sinai Medical Center 259,653 24.7% Various 8687 Melrose GreenTenant 54,630 5.2% 2/28/2034
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Perkins Coie 296,843 26.3% 12/31/2026 WeWork 114,679 10.2% 6/30/2034
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street E.R. Squibb & Sons LLC 472,580 98.7% 10/31/2037 NAP NAP NAP NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Macy's 390,503 18.8% 8/18/2026 Walmart 173,450 8.3% 8/31/2028
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Burlington Coat Factory 81,082 7.2% 1/31/2030 Round 1 Bowling Amusement 59,071 5.2% 9/30/2027
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Macy's 235,899 15.2% 1/31/2030 Nordstrom 225,000 14.5% 2/28/2029
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio                
7.01 Property   1 1700 Schuster Road CVB, Inc. 1,213,366 100.0% 2/28/2038 NAP NAP NAP NAP
7.02 Property   1 101 Michelin Drive CVB, Inc. 1,170,972 100.0% 2/28/2038 NAP NAP NAP NAP
7.03 Property   1 1525 West 2960 South CVB, Inc. 260,000 100.0% 2/28/2038 NAP NAP NAP NAP
7.04 Property   1 5685 Raiders Road, Building B CVB, Inc. 812,000 100.0% 2/28/2038 NAP NAP NAP NAP
7.05 Property   1 840 Complex Street Southwest CVB, Inc. 495,000 100.0% 2/28/2038 NAP NAP NAP NAP
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road J&J Farms Creamery 204,217 36.5% 2/28/2038 Vitaquest International LLC 198,489 35.5% 2/28/2030
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Pepsi 399,588 44.0% 10/31/2031 VG Supply Company Inc.  180,000 19.8% 12/31/2024
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Walmart 142,000 37.1% 9/17/2027 Stop & Shop 68,366 17.9% 8/31/2026
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Rocket Mortgage 570,214 42.0% 12/31/2028 Meridian Health 266,001 19.6% 12/31/2024
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Academy Sports + Outdoors 62,950 25.7% 2/28/2033 Marshalls/HomeGoods 43,997 17.9% 10/31/2027
13 Loan 13, 25, 33 1 Crowne Plaza Union Station NAP NAP NAP NAP NAP NAP NAP NAP
14 Loan 34 1 Hyatt Place Crocker Park NAP NAP NAP NAP NAP NAP NAP NAP
15 Loan 12, 25, 38 1 1027 Filbert Street Focus Travel 2,263 0.8% 8/30/2023 Philly Dim Sum Garden 2,066 0.7% 1/31/2026
16 Loan 10, 19, 37 1 Riverport Tower Charter Communications 255,498 80.4% 10/31/2029 Essence Group Holdings Corporation 27,778 8.7% 12/31/2029
17 Loan 9, 28, 30, 33 1 The Grove Marshalls 25,000 18.3% 11/30/2028 Petco 15,000 11.0% 2/28/2025
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Planet Fitness 20,040 41.7% 10/21/2034 Grocery Outlet 18,000 37.5% 3/31/2031
19 Loan 11, 25, 40 5 CVS 5 Portfolio                
19.01 Property   1 CVS Carlsbad CVS - Carlsbad 15,294 100.0% 1/31/2044 NAP NAP NAP NAP
19.02 Property   1 CVS Dallas CVS - Dallas 9,717 100.0% 1/31/2040 NAP NAP NAP NAP
19.03 Property   1 CVS Mobile CVS - Mobile 9,704 100.0% 1/31/2044 NAP NAP NAP NAP
19.04 Property   1 CVS Charlottesville CVS - Charlottesville 13,376 100.0% 1/31/2041 NAP NAP NAP NAP
19.05 Property   1 CVS Clifton CVS - Clifton 13,415 100.0% 1/31/2045 NAP NAP NAP NAP
20 Loan 10 1 Sentinel Square II Government of the DC 164,642 58.0% 2/28/2029 GSA-Federal Election Commission 99,677 35.1% 11/30/2032
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point                
21.01 Property   1 Center Point of Hamilton Hillsdale Furniture 34,408 14.5% 10/1/2023 Behold Home 27,686 11.6% 4/1/2027
21.02 Property   1 Center Point on Centennial Jonathan Louis 34,907 30.0% 4/1/2025 International Furniture Direct 17,311 14.9% 4/1/2027
21.03 Property   1 Center Point on Manning Liberty Furniture 77,930 98.9% 10/1/2028 NAP NAP NAP NAP
21.04 Property   1 Center Point on Russell Vogue 19,618 57.3% 10/1/2024 Alan White Manufacturing 12,185 35.6% 10/1/2025
21.05 Property   1 Center Point on Field House Pelican Reef 7,200 50.0% 10/1/2024 NAP NAP NAP NAP
21.06 Property   1 Center Point 212 Planned Furniture Promotions 498 100.0% 4/1/2024 NAP NAP NAP NAP
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio                 
22.01 Property   1 Walgreens and Dollar Tree - Oak Park Dollar Tree 16,000 53.7% 11/30/2024 Walgreens 13,802 46.3% 10/31/2027
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham Family Dollar 9,000 69.2% 9/30/2024 Pamela Tubbs 4,000 30.8% 4/30/2025
22.03 Property   1 Family Dollar - Detroit Family Dollar 9,180 100.0% 6/30/2026 NAP NAP NAP NAP
22.04 Property   1 Family Dollar - Akron Family Dollar 9,540 52.0% 6/30/2027 NAP NAP NAP NAP
22.05 Property   1 Dollar General - Bernice Dollar General 8,000 100.0% 7/31/2025 NAP NAP NAP NAP
23 Loan 33 1 TownePlace Suites BWI Airport NAP NAP NAP NAP NAP NAP NAP NAP
24 Loan   1 68-78 River Road Equinox 32,100 100.0% 10/31/2037 NAP NAP NAP NAP
25 Loan 33 1 Sylvan Heights La Michoacana Meat Market (fka El Ahorro Supermarket) 16,500 39.0% 4/30/2028 Dollar General 8,812 20.8% 2/28/2025

 

 A-1-9 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Third Largest Tenant Third Largest Tenant SF Third Largest Tenant % of NRA Third Largest Tenant Lease Expiration Date Fourth Largest Tenant Fourth Largest Tenant SF Fourth Largest Tenant % of NRA Fourth Largest Tenant Lease Expiration Date
          27, 28 27, 28 27, 28 6, 27, 28 27, 28 27, 28 27, 28 6, 27, 28
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Pluto, Inc. 35,850 3.4% 11/30/2028 InvestCloud, Inc. 32,128 3.1% 1/31/2027
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Kimley-Horn 46,058 4.1% 12/31/2034 Accolade, Inc. 45,083 4.0% 3/31/2030
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAP NAP NAP NAP NAP NAP NAP NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres SEARS 144,537 6.9% 10/31/2028 BJ's Wholesale Club 127,750 6.1% 1/31/2027
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Forever 21 47,203 4.2% MTM Marshalls 35,191 3.1% 1/31/2027
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Neiman Marcus 100,071 6.4% 10/18/2031 Harkins Theatres 81,177 5.2% 1/31/2031
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio                
7.01 Property   1 1700 Schuster Road NAP NAP NAP NAP NAP NAP NAP NAP
7.02 Property   1 101 Michelin Drive NAP NAP NAP NAP NAP NAP NAP NAP
7.03 Property   1 1525 West 2960 South NAP NAP NAP NAP NAP NAP NAP NAP
7.04 Property   1 5685 Raiders Road, Building B NAP NAP NAP NAP NAP NAP NAP NAP
7.05 Property   1 840 Complex Street Southwest NAP NAP NAP NAP NAP NAP NAP NAP
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road PNY Technologies Inc 156,224 28.0% 10/4/2028 NAP NAP NAP NAP
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Tec-Air, Inc. 127,600 14.1% 10/31/2029 AM Manufacturing Company 74,800 8.2% 11/30/2024
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Bob's Store 40,080 10.5% 1/31/2024 Fun Z Trampoline Park 35,000 9.1% 9/30/2029
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Rock Ventures 66,059 4.9% 12/31/2028 Building Amenities Wellness Center LLC 50,116 3.7% 12/31/2035
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Burlington 40,726 16.6% 2/29/2028 Ross Dress for Less 22,000 9.0% 1/31/2028
13 Loan 13, 25, 33 1 Crowne Plaza Union Station NAP NAP NAP NAP NAP NAP NAP NAP
14 Loan 34 1 Hyatt Place Crocker Park NAP NAP NAP NAP NAP NAP NAP NAP
15 Loan 12, 25, 38 1 1027 Filbert Street Crown Fried Chicken 1,908 0.7% 7/31/2030 Dunkin Donuts 1,650 0.6% 12/31/2025
16 Loan 10, 19, 37 1 Riverport Tower NAP NAP NAP NAP NAP NAP NAP NAP
17 Loan 9, 28, 30, 33 1 The Grove Let's Play 14,900 10.9% 7/31/2028 PopShelf 10,000 7.3% 1/31/2032
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Popeyes 2,400 5.0% 11/30/2040 J & K Nails Bar 1,489 3.1% 10/31/2030
19 Loan 11, 25, 40 5 CVS 5 Portfolio                
19.01 Property   1 CVS Carlsbad NAP NAP NAP NAP NAP NAP NAP NAP
19.02 Property   1 CVS Dallas NAP NAP NAP NAP NAP NAP NAP NAP
19.03 Property   1 CVS Mobile NAP NAP NAP NAP NAP NAP NAP NAP
19.04 Property   1 CVS Charlottesville NAP NAP NAP NAP NAP NAP NAP NAP
19.05 Property   1 CVS Clifton NAP NAP NAP NAP NAP NAP NAP NAP
20 Loan 10 1 Sentinel Square II LA LUXE DENTAL, PLLC 1,575 0.6% 5/31/2031 NAP NAP NAP NAP
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point                
21.01 Property   1 Center Point of Hamilton Corinthian 21,690 9.1% 10/1/2025 Standard Furniture 17,548 7.4% 10/1/2023
21.02 Property   1 Center Point on Centennial Office Star 14,960 12.8% 10/1/2023 Halo Creative & Design  14,224 12.2% 4/1/2024
21.03 Property   1 Center Point on Manning NAP NAP NAP NAP NAP NAP NAP NAP
21.04 Property   1 Center Point on Russell Tamarian 2,118 6.2% 4/1/2026 NAP NAP NAP NAP
21.05 Property   1 Center Point on Field House NAP NAP NAP NAP NAP NAP NAP NAP
21.06 Property   1 Center Point 212 NAP NAP NAP NAP NAP NAP NAP NAP
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio                 
22.01 Property   1 Walgreens and Dollar Tree - Oak Park NAP NAP NAP NAP NAP NAP NAP NAP
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham NAP NAP NAP NAP NAP NAP NAP NAP
22.03 Property   1 Family Dollar - Detroit NAP NAP NAP NAP NAP NAP NAP NAP
22.04 Property   1 Family Dollar - Akron NAP NAP NAP NAP NAP NAP NAP NAP
22.05 Property   1 Dollar General - Bernice NAP NAP NAP NAP NAP NAP NAP NAP
23 Loan 33 1 TownePlace Suites BWI Airport NAP NAP NAP NAP NAP NAP NAP NAP
24 Loan   1 68-78 River Road NAP NAP NAP NAP NAP NAP NAP NAP
25 Loan 33 1 Sylvan Heights Rent-A-Center 6,711 15.9% 7/31/2025 A Plus Dental 3,380 8.0% 7/31/2030

 

 A-1-10 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Fifth Largest Tenant Fifth Largest Tenant SF Fifth Largest Tenant % of NRA Fifth Largest Tenant Lease Expiration Date Environmental Phase I Report Date Environmental Phase II Report Date Engineering Report Date Seismic Report Date PML or SEL (%) Flood Zone
          27, 28 27, 28 27, 28 6, 27, 28            
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Kneedler Fauchere 17,762 1.7% 1/31/2028 11/22/2022 NAP 11/22/2022 11/22/2022 16% No
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Hargis Engineering 44,609 3.9% 12/31/2024 12/8/2022 NAP 12/8/2022 12/8/2022 14% No
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAP NAP NAP NAP 5/24/2022 NAP 6/17/2022 NAP NAP No
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres KOHL'S 116,392 5.6% 1/31/2031 12/20/2022 NAP 12/20/2022 NAP NAP Yes - AE
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets TJ Maxx 34,766 3.1% 1/31/2027 11/16/2022 NAP 11/18/2022 NAP NAP No
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square DICK'S Sporting Goods 50,646 3.3% 1/31/2026 2/13/2023 NAP 2/13/2023 NAP NAP No
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio                    
7.01 Property   1 1700 Schuster Road NAP NAP NAP NAP 2/9/2023 NAP 2/9/2023 2/7/2023 4% Yes - A
7.02 Property   1 101 Michelin Drive NAP NAP NAP NAP 2/9/2023 NAP 2/9/2023 NAP NAP No
7.03 Property   1 1525 West 2960 South NAP NAP NAP NAP 2/9/2023 NAP 2/9/2023 2/8/2023 7% No
7.04 Property   1 5685 Raiders Road, Building B NAP NAP NAP NAP 2/9/2023 NAP 2/9/2023 NAP NAP No
7.05 Property   1 840 Complex Street Southwest NAP NAP NAP NAP 2/9/2023 NAP 2/9/2023 NAP NAP No
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road NAP NAP NAP NAP 12/9/2022 NAP 12/8/2022 NAP NAP No
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Mac Medical Supply Company 67,680 7.5% 1/31/2024 10/7/2022 NAP 10/7/2022 NAP NAP No
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Staples 20,388 5.3% 10/31/2026 5/31/2019 NAP 1/13/2020 NAP NAP No
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Microsoft Corporation 43,795 3.2% 7/31/2025 5/27/2022 NAP 5/27/2022 NAP NAP No
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Old Navy 13,377 5.5% 6/30/2033 12/5/2022 NAP 12/5/2022 NAP NAP No
13 Loan 13, 25, 33 1 Crowne Plaza Union Station NAP NAP NAP NAP 11/3/2022 NAP 11/3/2022 NAP NAP No
14 Loan 34 1 Hyatt Place Crocker Park NAP NAP NAP NAP 2/22/2023 NAP 12/22/2022 NAP NAP No
15 Loan 12, 25, 38 1 1027 Filbert Street Four Seasons Nail 1,422 0.5% 7/31/2026 5/24/2022 NAP 5/23/2022 NAP NAP No
16 Loan 10, 19, 37 1 Riverport Tower NAP NAP NAP NAP 5/10/2022 NAP 5/10/2022 NAP NAP No
17 Loan 9, 28, 30, 33 1 The Grove Dollar Tree 10,000 7.3% 3/31/2025 10/25/2022 NAP 11/3/2022 NAP NAP No
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Teriyaki Madness 1,350 2.8% 7/31/2031 12/8/2022 NAP 12/6/2022, 12/7/2022 12/5/2022 9%, 16%, 8% No
19 Loan 11, 25, 40 5 CVS 5 Portfolio                    
19.01 Property   1 CVS Carlsbad NAP NAP NAP NAP 9/30/2022 NAP 9/30/2022 9/30/2022 7% No
19.02 Property   1 CVS Dallas NAP NAP NAP NAP 9/30/2022 NAP 9/30/2022 NAP NAP No
19.03 Property   1 CVS Mobile NAP NAP NAP NAP 10/3/2022 NAP 9/30/2022 NAP NAP No
19.04 Property   1 CVS Charlottesville NAP NAP NAP NAP 9/30/2022 NAP 9/30/2022 NAP NAP No
19.05 Property   1 CVS Clifton NAP NAP NAP NAP 9/30/2022 NAP 9/30/2022 NAP NAP No
20 Loan 10 1 Sentinel Square II NAP NAP NAP NAP 11/1/2022 NAP 11/1/2022 NAP NAP No
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point                    
21.01 Property   1 Center Point of Hamilton Furniture Connexion, Inc dba Porter Designs 14,081 5.9% 10/1/2023 10/18/2022 NAP 12/8/2022 NAP NAP No
21.02 Property   1 Center Point on Centennial Urban Roads 13,329 11.4% 10/1/2024 10/18/2022 NAP 12/8/2022 NAP NAP No
21.03 Property   1 Center Point on Manning NAP NAP NAP NAP 10/18/2022 NAP 12/8/2022 NAP NAP No
21.04 Property   1 Center Point on Russell NAP NAP NAP NAP 10/18/2022 NAP 12/8/2022 NAP NAP No
21.05 Property   1 Center Point on Field House NAP NAP NAP NAP 10/18/2022 NAP 12/8/2022 NAP NAP No
21.06 Property   1 Center Point 212 NAP NAP NAP NAP 10/18/2022 NAP 12/8/2022 NAP NAP No
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio                     
22.01 Property   1 Walgreens and Dollar Tree - Oak Park NAP NAP NAP NAP 12/16/2022 NAP 12/16/2022 NAP NAP No
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham NAP NAP NAP NAP 12/16/2022 NAP 12/16/2022 NAP NAP No
22.03 Property   1 Family Dollar - Detroit NAP NAP NAP NAP 12/16/2022 NAP 12/16/2022 NAP NAP No
22.04 Property   1 Family Dollar - Akron NAP NAP NAP NAP 12/16/2022 NAP 12/16/2022 NAP NAP No
22.05 Property   1 Dollar General - Bernice NAP NAP NAP NAP 12/16/2022 NAP 12/16/2022 NAP NAP No
23 Loan 33 1 TownePlace Suites BWI Airport NAP NAP NAP NAP 1/12/2023 NAP 1/12/2023 NAP NAP No
24 Loan   1 68-78 River Road NAP NAP NAP NAP 2/21/2023 NAP 2/21/2023 NAP NAP No
25 Loan 33 1 Sylvan Heights Mi Doctor (Familia Care) 3,120 7.4% 4/30/2025 9/2/2022 NAP 9/2/2022 NAP NAP No

 

 A-1-11 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Ownership Interest Ground Lease Expiration Date Ground Lease Extension Terms Annual Ground Lease Payment as of the Cut-off Date ($) Annual Ground Rent Increases (Y/N) Upfront RE Tax Reserve ($) Monthly RE Tax Reserve ($) Upfront Insurance Reserve ($) Monthly Insurance Reserve ($) Upfront Replacement / PIP Reserve ($)
            25 25 25 25          
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Fee NAP NAP NAP NAP 178,740 178,740 0 Springing 0
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Fee NAP NAP NAP NAP 0 Springing 0 Springing 0
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Fee NAP NAP NAP NAP 0 Springing 0 Springing 0
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Fee / Leasehold 8/12/2026 2, 6-year extension options 1,080,000 No 0 Springing 0 Springing 0
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Fee NAP NAP NAP NAP 0 Springing 0 Springing 0
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Fee NAP NAP NAP NAP 0 Springing 0 Springing 0
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio           0 Springing 0 Springing 0
7.01 Property   1 1700 Schuster Road Fee NAP NAP NAP NAP          
7.02 Property   1 101 Michelin Drive Fee NAP NAP NAP NAP          
7.03 Property   1 1525 West 2960 South Fee NAP NAP NAP NAP          
7.04 Property   1 5685 Raiders Road, Building B Fee NAP NAP NAP NAP          
7.05 Property   1 840 Complex Street Southwest Fee NAP NAP NAP NAP          
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road Fee NAP NAP NAP NAP 109,030 109,030 86,237 28,746 0
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Fee NAP NAP NAP NAP 62,761 62,761 52,292 26,146 0
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Fee NAP NAP NAP NAP 640,870 178,020 21,028 5,841 0
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Fee NAP NAP NAP NAP 3,926,163 560,880 0 Springing 28,230
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Fee NAP NAP NAP NAP 50,278 50,278 0 Springing 73,615
13 Loan 13, 25, 33 1 Crowne Plaza Union Station Leasehold 12/31/2046 1, 99-year extension option 0 No 305,117 61,023 0 Springing 0
14 Loan 34 1 Hyatt Place Crocker Park Fee NAP NAP NAP NAP 85,798 21,449 0 Springing 0
15 Loan 12, 25, 38 1 1027 Filbert Street Leasehold 12/31/2062 None 300,000 No 76,081 38,040 63,048 5,254 0
16 Loan 10, 19, 37 1 Riverport Tower Fee NAP NAP NAP NAP 769,173 96,147 17,070 8,535 0
17 Loan 9, 28, 30, 33 1 The Grove Fee NAP NAP NAP NAP 359,351 Springing 202,423 Springing 28,689
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Fee NAP NAP NAP NAP 27,298 27,298 0 Springing 0
19 Loan 11, 25, 40 5 CVS 5 Portfolio           0 Springing 0 Springing 0
19.01 Property   1 CVS Carlsbad Leasehold 1/31/2044 6, 5-year extension options 375,000 No          
19.02 Property   1 CVS Dallas Leasehold 1/31/2040 6, 5-year extension options 250,000 No          
19.03 Property   1 CVS Mobile Leasehold 1/31/2044 5, 5-year extension options 200,000 No          
19.04 Property   1 CVS Charlottesville Leasehold 1/31/2041 5, 5-year extension options 525,000 No          
19.05 Property   1 CVS Clifton Leasehold 1/31/2045 6, 5-year extension options 350,000 No          
20 Loan 10 1 Sentinel Square II Fee NAP NAP NAP NAP 0 Springing 0 Springing 0
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point           75,180 25,060 32,286 10,762 0
21.01 Property   1 Center Point of Hamilton Fee NAP NAP NAP NAP          
21.02 Property   1 Center Point on Centennial Fee NAP NAP NAP NAP          
21.03 Property   1 Center Point on Manning Fee NAP NAP NAP NAP          
21.04 Property   1 Center Point on Russell Fee NAP NAP NAP NAP          
21.05 Property   1 Center Point on Field House Fee NAP NAP NAP NAP          
21.06 Property   1 Center Point 212 Fee NAP NAP NAP NAP          
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio            47,669 11,917 0 Springing 0
22.01 Property   1 Walgreens and Dollar Tree - Oak Park Fee NAP NAP NAP NAP          
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham Fee NAP NAP NAP NAP          
22.03 Property   1 Family Dollar - Detroit Fee NAP NAP NAP NAP          
22.04 Property   1 Family Dollar - Akron Fee NAP NAP NAP NAP          
22.05 Property   1 Dollar General - Bernice Fee NAP NAP NAP NAP          
23 Loan 33 1 TownePlace Suites BWI Airport Fee NAP NAP NAP NAP 69,069 8,634 0 Springing 0
24 Loan   1 68-78 River Road Fee NAP NAP NAP NAP 0 Springing 0 Springing 0
25 Loan 33 1 Sylvan Heights Fee NAP NAP NAP NAP 0 3,482 3,397 3,397 0

 

 A-1-12 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Monthly Replacement / FF&E Reserve ($) Replacement Reserve Caps ($) Upfront TI/LC Reserve ($) Monthly TI/LC Reserve ($) TI/LC Caps ($) Upfront Debt Service Reserve ($) Monthly Debt Service Reserve ($) Debt Service Reserve Cap ($) Upfront Deferred Maintenance Reserve ($) Upfront Other Reserve ($) Monthly Other Reserve ($)
                               
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 17,554 0 3,000,000 Springing 5,000,000 0 0 0 0 13,809,708 Springing
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 0 0 17,567,429 0 0 0 0 0 0 3,755,350 Springing
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 0 0 0 Springing 0 0 0 0 0 17,593,844 0
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Springing 619,992 4,068,135 0 0 0 0 0 0 743,644 Springing
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Springing 519,033 0 94,028 2,256,664 0 0 0 0 1,805,623 0
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Springing 402,666 0 Springing 1,651,332 0 0 0 0 14,539,077 0
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 32,928 790,268 0 Springing 0 0 0 0 227,688 6,147,412 0
7.01 Property   1 1700 Schuster Road                      
7.02 Property   1 101 Michelin Drive                      
7.03 Property   1 1525 West 2960 South                      
7.04 Property   1 5685 Raiders Road, Building B                      
7.05 Property   1 840 Complex Street Southwest                      
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 4,658 0 0 14,780 886,783 0 0 0 0 11,598,000 0
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 7,567 0 1,625,000 Springing 1,250,000 0 0 0 219,579 4,735,235 Springing
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 3,011 0 500,000 Springing 500,000 0 0 0 0 718,598 0
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 28,230 677,530 1,500,000 169,541 4,000,000 0 0 0 0 3,851,373 Springing
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Springing 73,615 300,000 Springing 300,000 0 0 0 0 710,273 0
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 0 0 0 0 0 0 0 0 0 11,756,614 Springing
14 Loan 34 1 Hyatt Place Crocker Park 24,798 1,400,000 0 0 0 0 0 0 0 0 39,000
15 Loan 12, 25, 38 1 1027 Filbert Street 3,335 0 0 2,094 50,256 0 0 0 4,750 50,000 25,000
16 Loan 10, 19, 37 1 Riverport Tower 12,672 0 0 39,064 3,125,130 0 0 0 0 5,457,630 0
17 Loan 9, 28, 30, 33 1 The Grove Springing 0 136,614 Springing 580,610 0 0 0 0 150,000 0
18 Loan 17, 19, 26, 40 1 Chatsworth Retail 601 0 0 4,008 192,364 0 0 0 0 0 0
19 Loan 11, 25, 40 5 CVS 5 Portfolio Springing 0 0 Springing 0 0 0 0 0 0 Springing
19.01 Property   1 CVS Carlsbad                      
19.02 Property   1 CVS Dallas                      
19.03 Property   1 CVS Mobile                      
19.04 Property   1 CVS Charlottesville                      
19.05 Property   1 CVS Clifton                      
20 Loan 10 1 Sentinel Square II 4,732 113,566 0 Springing 0 0 0 0 0 576,965 0
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 8,439 0 350,000 Springing 350,000 0 0 0 0 59,927 0
21.01 Property   1 Center Point of Hamilton                      
21.02 Property   1 Center Point on Centennial                      
21.03 Property   1 Center Point on Manning                      
21.04 Property   1 Center Point on Russell                      
21.05 Property   1 Center Point on Field House                      
21.06 Property   1 Center Point 212                      
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  2,781 100,110 325,000 Springing 325,000 0 0 0 222,188 0 0
22.01 Property   1 Walgreens and Dollar Tree - Oak Park                      
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham                      
22.03 Property   1 Family Dollar - Detroit                      
22.04 Property   1 Family Dollar - Akron                      
22.05 Property   1 Dollar General - Bernice                      
23 Loan 33 1 TownePlace Suites BWI Airport 15,653 0 0 0 0 0 0 0 0 800,000 Springing
24 Loan   1 68-78 River Road 0 0 0 0 0 0 0 0 0 0 0
25 Loan 33 1 Sylvan Heights 1,233 0 200,000 Springing 200,000 0 0 0 256,100 0 0

 

 A-1-13 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Other Reserve Description Other Reserve Cap ($) Holdback/ Earnout Amount ($) Holdback/ Earnout Description Lockbox Type
                  17
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Unfunded Obligations Reserve (Upfront: $13,809,708.28), Major Tenant Downgrade Funds (Monthly: Springing), Major Tenant
Non-Renewal Funds (Monthly: Springing)		 0 0 NAP Hard
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Free Rent Reserve (Upfront: $3,755,350), Perkins Coie Funds (Monthly: Springing), Perkins Coie Prepaid Rent Funds (Monthly:
Springing)		 0 0 NAP Hard
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Base Building Work Reserve ($5,932,952); Outstanding TI/LC Reserve ($7,160,274.31); Outstanding Linkage Fees Reserve
($4,500,617.42)		 0 0 NAP Hard
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Gap Rent Reserve (Upfront: $743,643.75), Rollover Reserve (Monthly: Springing) Rollover Reserve: $2,094,342 0 NAP Hard
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets  Outstanding TI/LC Reserve ($1,581,204.38), Gap Rent Reserve ($224,418.36) 0 0 NAP Hard
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Outstanding TI/LC Reserve ($10,222,200), Gap Rent Reserve ($4,316,877) 0 0 NAP Hard
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio Cash Collateral Reserve 0 0 NAP Hard
7.01 Property   1 1700 Schuster Road          
7.02 Property   1 101 Michelin Drive          
7.03 Property   1 1525 West 2960 South          
7.04 Property   1 5685 Raiders Road, Building B          
7.05 Property   1 840 Complex Street Southwest          
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road J&J Farms TI Reserve 0 0 NAP Hard
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Unfunded Obligations Reserve (Upfront: $4,005,123.88), Pepsi Rent Reserve (Upfront: $605,110.78; Monthly: Springing), Pepsi
Tax Reimbursement Reserve (Upfront: $125,000)		 0 0 NAP Springing
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center  Rent Concession Reserve ($548,013.05), TATILC Reserve ($170,585)  0 0 NAP Hard
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Outstanding TI/LC Reserve (Upfront: $3,851,373.43), Meridian/Rocket Reserve (Monthly: Springing) 0 0 NAP Hard
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Outstanding TI Reserve ($410,272.50), Additional Rent Reserve ($300,000) 0 0 NAP Hard
13 Loan 13, 25, 33 1 Crowne Plaza Union Station PIP Reserve (Upfront: $11,262,114.12; Monthly: Springing); Seasonality Reserve (Upfront: $364,500; Monthly: Springing);
Ground Rent Reserve (Upfront: $130,000; Monthly: Springing); Future PIP Reserve (Monthly: Springing); FF&E Reserve
(Monthly: Springing)		 Seasonality Reserve: $364,500 0 NAP Hard
14 Loan 34 1 Hyatt Place Crocker Park Renovation Cycle Reserve 780,000 0 NAP Hard
15 Loan 12, 25, 38 1 1027 Filbert Street Ground Rent Reserve (Upfront: $50,000; Monthly: $25,000); Parking Tax Reserve (Monthly: Springing); Additional Ground Rent Reserve (Monthly: Springing) 0 0 NAP Soft
16 Loan 10, 19, 37 1 Riverport Tower Unfunded Obligations Reserve 0 0 NAP Hard
17 Loan 9, 28, 30, 33 1 The Grove PopShelf Reserve 0 0 NAP Springing
18 Loan 17, 19, 26, 40 1 Chatsworth Retail NAP 0 0 NAP Hard
19 Loan 11, 25, 40 5 CVS 5 Portfolio Ground Rent Reserve 0 0 NAP Hard
19.01 Property   1 CVS Carlsbad          
19.02 Property   1 CVS Dallas          
19.03 Property   1 CVS Mobile          
19.04 Property   1 CVS Charlottesville          
19.05 Property   1 CVS Clifton          
20 Loan 10 1 Sentinel Square II Free Rent Reserve 0 0 NAP Hard
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point Rent Replication Reserve 0 0 NAP Hard
21.01 Property   1 Center Point of Hamilton          
21.02 Property   1 Center Point on Centennial          
21.03 Property   1 Center Point on Manning          
21.04 Property   1 Center Point on Russell          
21.05 Property   1 Center Point on Field House          
21.06 Property   1 Center Point 212          
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  NAP 0 0 NAP Hard
22.01 Property   1 Walgreens and Dollar Tree - Oak Park          
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham          
22.03 Property   1 Family Dollar - Detroit          
22.04 Property   1 Family Dollar - Akron          
22.05 Property   1 Dollar General - Bernice          
23 Loan 33 1 TownePlace Suites BWI Airport PIP Reserve 0 0 NAP Hard
24 Loan   1 68-78 River Road NAP 0 0 NAP Hard
25 Loan 33 1 Sylvan Heights NAP 0 0 NAP Hard

 

 A-1-14 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Cash Management Excess Cash Trap Triggered by DSCR and/or Debt Yield Test (Y/N)  Tenant Specific Excess Cash Trap Trigger (Y/N)  Pari Passu (Y/N) Pari Passu in Trust Controlling (Y/N) Trust Pari Passu Cut-off Date Balance ($) Non-Trust Pari Passu Companion Loan Cut-off Date Balance ($) Non-Trust Pari Passu Companion Loan Monthly Debt Service ($) Total Trust and Non-Trust Pari Passu Companion Loan Monthly Debt Service ($) Subordinate Companion Loan Cut-off Date Balance ($) Subordinate Companion Loan Interest Rate
          18                    
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Springing Yes Yes Yes No 65,600,000 179,400,000 900,526.16 1,229,815.54 20,000,000 15.50000%
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue Springing Yes Yes Yes No 60,000,000 110,000,000 519,068.87 802,197.34 NAP NAP
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Springing Yes Yes Yes No 53,150,000 478,350,000 2,226,727.56 2,474,141.73 NAP NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres Springing Yes Yes Yes No 50,000,000 320,000,000 1,594,914.81 1,844,120.25 NAP NAP
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets Springing Yes No Yes Yes 50,000,000 130,000,000 716,253.36 991,735.42 NAP NAP
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square Springing Yes No Yes No 49,000,000 651,000,000 3,418,053.27 3,675,326.10 NAP NAP
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio Springing Yes Yes Yes No 35,000,000 122,000,000 796,161.56 1,024,568.56 NAP NAP
7.01 Property   1 1700 Schuster Road                      
7.02 Property   1 101 Michelin Drive                      
7.03 Property   1 1525 West 2960 South                      
7.04 Property   1 5685 Raiders Road, Building B                      
7.05 Property   1 840 Complex Street Southwest                      
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road Springing Yes Yes Yes No 30,000,000 67,500,000 414,046.88 598,067.71 NAP NAP
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Springing Yes Yes Yes No 27,500,000 190,500,000 968,948.27 1,108,822.69 NAP NAP
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
13 Loan 13, 25, 33 1 Crowne Plaza Union Station Springing Yes No No NAP NAP NAP NAP NAP NAP NAP
14 Loan 34 1 Hyatt Place Crocker Park Springing Yes No No NAP NAP NAP NAP NAP NAP NAP
15 Loan 12, 25, 38 1 1027 Filbert Street In Place Yes No No NAP NAP NAP NAP NAP NAP NAP
16 Loan 10, 19, 37 1 Riverport Tower Springing Yes No Yes Yes 15,000,000 6,600,000 32,482.47 106,306.25 NAP NAP
17 Loan 9, 28, 30, 33 1 The Grove Springing Yes No No NAP NAP NAP NAP NAP NAP NAP
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
19 Loan 11, 25, 40 5 CVS 5 Portfolio Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
19.01 Property   1 CVS Carlsbad                      
19.02 Property   1 CVS Dallas                      
19.03 Property   1 CVS Mobile                      
19.04 Property   1 CVS Charlottesville                      
19.05 Property   1 CVS Clifton                      
20 Loan 10 1 Sentinel Square II In Place Yes Yes Yes No 10,000,000 94,000,000 480,498.84 531,615.74 NAP NAP
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point Springing Yes Yes Yes No 9,642,857 20,000,000 126,413.60 187,363.02 NAP NAP
21.01 Property   1 Center Point of Hamilton                      
21.02 Property   1 Center Point on Centennial                      
21.03 Property   1 Center Point on Manning                      
21.04 Property   1 Center Point on Russell                      
21.05 Property   1 Center Point on Field House                      
21.06 Property   1 Center Point 212                      
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
22.01 Property   1 Walgreens and Dollar Tree - Oak Park                      
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham                      
22.03 Property   1 Family Dollar - Detroit                      
22.04 Property   1 Family Dollar - Akron                      
22.05 Property   1 Dollar General - Bernice                      
23 Loan 33 1 TownePlace Suites BWI Airport Springing Yes No No NAP NAP NAP NAP NAP NAP NAP
24 Loan   1 68-78 River Road Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP
25 Loan 33 1 Sylvan Heights Springing Yes Yes No NAP NAP NAP NAP NAP NAP NAP

 

 A-1-15 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Whole Loan Cut-off Date Balance ($) Whole Loan Monthly Debt Service ($) Whole Loan Cut-off Date LTV Ratio (%) Whole Loan Underwritten NCF DSCR (x) Whole Loan Underwritten NOI Debt Yield (%) Mezzanine Debt Cut-off Date Balance($) Mezzanine Debt Interest Rate (%) Total Debt Cut-off Date Balance ($) Total Debt Monthly Debt Service ($) Total Debt Cut-off Date LTV Ratio (%) Total Debt Underwritten NCF DSCR (x)
                4             4
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 265,000,000 1,491,736.84 51.7% 1.79 12.7% NAP NAP NAP NAP NAP NAP
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 170,000,000 802,197.34 30.5% 2.76 17.7% NAP NAP NAP NAP NAP NAP
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 531,500,000 2,474,141.73 48.8% 1.66 9.3% NAP NAP NAP NAP NAP NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 370,000,000 1,844,120.25 54.5% 2.10 13.0% NAP NAP NAP NAP NAP NAP
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 180,000,000 991,735.42 45.0% 2.50 17.5% NAP NAP NAP NAP NAP NAP
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 700,000,000 3,675,326.10 38.4% 1.92 12.3% NAP NAP NAP NAP NAP NAP
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 157,000,000 1,024,568.56 56.7% 1.54 13.0% NAP NAP NAP NAP NAP NAP
7.01 Property   1 1700 Schuster Road                      
7.02 Property   1 101 Michelin Drive                      
7.03 Property   1 1525 West 2960 South                      
7.04 Property   1 5685 Raiders Road, Building B                      
7.05 Property   1 840 Complex Street Southwest                      
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 97,500,000 598,067.71 56.4% 1.42 10.7% NAP NAP NAP NAP NAP NAP
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial NAP NAP NAP NAP NAP 8,500,000 9.50000% 38,000,000 249,678.58 60.7% 1.14
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 218,000,000 1,108,822.69 60.1% 1.74 11.5% NAP NAP NAP NAP NAP NAP
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
13 Loan 13, 25, 33 1 Crowne Plaza Union Station NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
14 Loan 34 1 Hyatt Place Crocker Park NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
15 Loan 12, 25, 38 1 1027 Filbert Street NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
16 Loan 10, 19, 37 1 Riverport Tower 21,600,000 106,306.25 58.2% 2.12 14.7% NAP NAP NAP NAP NAP NAP
17 Loan 9, 28, 30, 33 1 The Grove NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
18 Loan 17, 19, 26, 40 1 Chatsworth Retail NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
19 Loan 11, 25, 40 5 CVS 5 Portfolio NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
19.01 Property   1 CVS Carlsbad                      
19.02 Property   1 CVS Dallas                      
19.03 Property   1 CVS Mobile                      
19.04 Property   1 CVS Charlottesville                      
19.05 Property   1 CVS Clifton                      
20 Loan 10 1 Sentinel Square II 104,000,000 531,615.74 62.3% 1.47 9.1% NAP NAP NAP NAP NAP NAP
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point 29,642,857 187,363.02 67.2% 2.03 16.5% NAP NAP NAP NAP NAP NAP
21.01 Property   1 Center Point of Hamilton                      
21.02 Property   1 Center Point on Centennial                      
21.03 Property   1 Center Point on Manning                      
21.04 Property   1 Center Point on Russell                      
21.05 Property   1 Center Point on Field House                      
21.06 Property   1 Center Point 212                      
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
22.01 Property   1 Walgreens and Dollar Tree - Oak Park                      
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham                      
22.03 Property   1 Family Dollar - Detroit                      
22.04 Property   1 Family Dollar - Akron                      
22.05 Property   1 Dollar General - Bernice                      
23 Loan 33 1 TownePlace Suites BWI Airport NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
24 Loan   1 68-78 River Road NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP
25 Loan 33 1 Sylvan Heights NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP NAP

 

 A-1-16 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Total Debt Underwritten NOI Debt Yield (%) Future Additional Debt Permitted (Y/N) Future Debt Permitted Type
               
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center NAP Yes Mezzanine (Max Principal of $50,000,000; Max Combined LTV of 50.7%; Min Combined NCF DSCR of 1.72x; Min Combined NCF Debt Yield of 11.6%; Intercreditor Agreement is
required)
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue NAP No NAP
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAP No NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres NAP No NAP
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets NAP No NAP
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square NAP No NAP
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio NAP No NAP
7.01 Property   1 1700 Schuster Road      
7.02 Property   1 101 Michelin Drive      
7.03 Property   1 1525 West 2960 South      
7.04 Property   1 5685 Raiders Road, Building B      
7.05 Property   1 840 Complex Street Southwest      
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road NAP No NAP
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 9.2% No NAP
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center NAP No NAP
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius NAP Yes Unsecured
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers NAP No NAP
13 Loan 13, 25, 33 1 Crowne Plaza Union Station NAP No NAP
14 Loan 34 1 Hyatt Place Crocker Park NAP No NAP
15 Loan 12, 25, 38 1 1027 Filbert Street NAP No NAP
16 Loan 10, 19, 37 1 Riverport Tower NAP Yes Mezzanine (Permitted to Successor Borrower upon a sale and assumption; Max Combined LTV of 59.8%; Min Combined DSCR of 1.86x; Min Combined Debt Yield of 12.93%;
Intercreditor Agreement is required)
17 Loan 9, 28, 30, 33 1 The Grove NAP No NAP
18 Loan 17, 19, 26, 40 1 Chatsworth Retail NAP No NAP
19 Loan 11, 25, 40 5 CVS 5 Portfolio NAP No NAP
19.01 Property   1 CVS Carlsbad      
19.02 Property   1 CVS Dallas      
19.03 Property   1 CVS Mobile      
19.04 Property   1 CVS Charlottesville      
19.05 Property   1 CVS Clifton      
20 Loan 10 1 Sentinel Square II NAP No NAP
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point NAP No NAP
21.01 Property   1 Center Point of Hamilton      
21.02 Property   1 Center Point on Centennial      
21.03 Property   1 Center Point on Manning      
21.04 Property   1 Center Point on Russell      
21.05 Property   1 Center Point on Field House      
21.06 Property   1 Center Point 212      
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  NAP No NAP
22.01 Property   1 Walgreens and Dollar Tree - Oak Park      
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham      
22.03 Property   1 Family Dollar - Detroit      
22.04 Property   1 Family Dollar - Akron      
22.05 Property   1 Dollar General - Bernice      
23 Loan 33 1 TownePlace Suites BWI Airport NAP No NAP
24 Loan   1 68-78 River Road NAP No NAP
25 Loan 33 1 Sylvan Heights NAP No NAP

 

 A-1-17 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Sponsor
           
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Charles Steven Cohen
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue MetLife, Inc. and New York Common Retirement Fund
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Divco West Real Estate Services, LLC, California State Teachers' Retirement System and Teacher Retirement System of Texas
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres The Macerich Partnership, L.P.
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets The Taubman Realty Group LLC
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square The Macerich Partnership, L.P. and Institutional Mall Investors LLC
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio Samuel Bert Malouf
7.01 Property   1 1700 Schuster Road  
7.02 Property   1 101 Michelin Drive  
7.03 Property   1 1525 West 2960 South  
7.04 Property   1 5685 Raiders Road, Building B  
7.05 Property   1 840 Complex Street Southwest  
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road Simcha Friedman and Moris Schlager
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Philip Goldberg and Mitchell Simborg
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Shimshon Klugman
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Bedrock Detroit
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers Jenel Management
13 Loan 13, 25, 33 1 Crowne Plaza Union Station James E. Dora, Jr.
14 Loan 34 1 Hyatt Place Crocker Park Robert L. Stark and/or Ezra Stark
15 Loan 12, 25, 38 1 1027 Filbert Street Samuel M. Switzenbaum
16 Loan 10, 19, 37 1 Riverport Tower Estein Holdings, Ltd.
17 Loan 9, 28, 30, 33 1 The Grove Robert Kerry Peterson, Sr., Elden G. Peterson, The Kerry and Debra Peterson Trust Dated September 29, 1998, and The Elden and Terre Peterson Family Trust Dated October 14, 2014
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Hamo Rosamian
19 Loan 11, 25, 40 5 CVS 5 Portfolio Kyle Rogers and Deanna Rogers
19.01 Property   1 CVS Carlsbad  
19.02 Property   1 CVS Dallas  
19.03 Property   1 CVS Mobile  
19.04 Property   1 CVS Charlottesville  
19.05 Property   1 CVS Clifton  
20 Loan 10 1 Sentinel Square II Hana Alternative Asset Management Co., Ltd. 
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point Aaron Jungreis and Steven Klein
21.01 Property   1 Center Point of Hamilton  
21.02 Property   1 Center Point on Centennial  
21.03 Property   1 Center Point on Manning  
21.04 Property   1 Center Point on Russell  
21.05 Property   1 Center Point on Field House  
21.06 Property   1 Center Point 212  
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  Marcelo Marcos Rodriguez and Andres Lankenau Martinez 
22.01 Property   1 Walgreens and Dollar Tree - Oak Park  
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham  
22.03 Property   1 Family Dollar - Detroit  
22.04 Property   1 Family Dollar - Akron  
22.05 Property   1 Dollar General - Bernice  
23 Loan 33 1 TownePlace Suites BWI Airport Michael M. Dickens
24 Loan   1 68-78 River Road Related Special Assets LLC
25 Loan 33 1 Sylvan Heights Israel Bollag

 

 A-1-18 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Non-Recourse Carveout Guarantor Delaware Statutory Trust
(Y/N)		 Tenants-in-common
(Y/N)		 Loan Purpose
              30  
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center Charles Steven Cohen No No Refinance
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue NAP No No Refinance
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAP No No Refinance
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres The Macerich Partnership, L.P. No No Refinance
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets The Taubman Realty Group LLC No No Refinance
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square The Macerich Partnership, L.P. and Institutional Mall Investors LLC No No Refinance
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio Samuel Bert Malouf No No Refinance
7.01 Property   1 1700 Schuster Road        
7.02 Property   1 101 Michelin Drive        
7.03 Property   1 1525 West 2960 South        
7.04 Property   1 5685 Raiders Road, Building B        
7.05 Property   1 840 Complex Street Southwest        
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road Simcha Friedman and Moris Schlager No No Acquisition
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial Philip Goldberg and Mitchell Simborg No No Refinance
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center Shimshon Klugman No No Refinance
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Rock Backer LLC No No Refinance
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers David Dushey No Yes Acquisition
13 Loan 13, 25, 33 1 Crowne Plaza Union Station James E. Dora, Jr. No No Refinance
14 Loan 34 1 Hyatt Place Crocker Park Robert L. Stark No No Refinance
15 Loan 12, 25, 38 1 1027 Filbert Street Samuel M. Switzenbaum No No Refinance
16 Loan 10, 19, 37 1 Riverport Tower Estein Holdings, Ltd. No No Acquisition
17 Loan 9, 28, 30, 33 1 The Grove Robert Kerry Peterson, Sr., Elden G. Peterson, The Kerry and Debra Peterson Trust Dated September 29, 1998, and The Elden and Terre Peterson Family Trust Dated October 14, 2014 No No Acquisition
18 Loan 17, 19, 26, 40 1 Chatsworth Retail Hamo Rosamian Yes No Acquisition
19 Loan 11, 25, 40 5 CVS 5 Portfolio Kyle Rogers and Deanna Rogers No No Acquisition
19.01 Property   1 CVS Carlsbad        
19.02 Property   1 CVS Dallas        
19.03 Property   1 CVS Mobile        
19.04 Property   1 CVS Charlottesville        
19.05 Property   1 CVS Clifton        
20 Loan 10 1 Sentinel Square II NAP No No Refinance
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point Aaron Jungreis and Steven Klein No No Acquisition
21.01 Property   1 Center Point of Hamilton        
21.02 Property   1 Center Point on Centennial        
21.03 Property   1 Center Point on Manning        
21.04 Property   1 Center Point on Russell        
21.05 Property   1 Center Point on Field House        
21.06 Property   1 Center Point 212        
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  Marcelo Marcos Rodriguez and Andres Lankenau Martinez  No No Acquisition
22.01 Property   1 Walgreens and Dollar Tree - Oak Park        
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham        
22.03 Property   1 Family Dollar - Detroit        
22.04 Property   1 Family Dollar - Akron        
22.05 Property   1 Dollar General - Bernice        
23 Loan 33 1 TownePlace Suites BWI Airport Michael M. Dickens No No Refinance
24 Loan   1 68-78 River Road Related Special Assets LLC No No Refinance
25 Loan 33 1 Sylvan Heights Israel Bollag No No Refinance

 

 A-1-19 

 

Benchmark 2023-B38 Annex A-1

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Property Located Within a Qualified Opportunity Zone (Y/N) Sources: Loan Amount ($) Sources: Principal's New Cash Contribution ($) Sources: Subordinate Debt ($) Sources: Other Sources ($) Sources: Total Sources ($) Uses: Loan Payoff ($) Uses: Purchase Price ($) Uses: Closing Costs ($) Uses: Reserves ($)
          7   8              
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center No 245,000,000 0 20,000,000 0 265,000,000 159,759,913 0 3,702,852 16,988,449
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue No 170,000,000 89,973,080 0 0 259,973,080 236,517,648 0 2,132,653 21,322,779
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street Yes 531,500,000 7,497,903 0 0 538,997,903 473,876,626 0 47,527,433 17,593,844
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres No 370,000,000 11,744,495 0 0 381,744,495 364,192,834 0 12,739,883 4,811,779
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets No 180,000,000 962,977 0 0 180,962,977 177,589,210 0 1,568,144 1,805,623
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square No 700,000,000 0 0 0 700,000,000 404,875,080 0 1,932,303 14,539,077
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio   157,000,000 0 0 0 157,000,000 125,610,988 0 4,880,133 6,375,099
7.01 Property   1 1700 Schuster Road Yes                  
7.02 Property   1 101 Michelin Drive No                  
7.03 Property   1 1525 West 2960 South No                  
7.04 Property   1 5685 Raiders Road, Building B No                  
7.05 Property   1 840 Complex Street Southwest Yes                  
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road No 97,500,000 31,613,758 0 15,000,000 144,113,758 0 130,500,000 1,820,491 11,793,267
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial No 29,500,000 0 8,500,000 0 38,000,000 25,026,792 0 3,438,051 6,694,867
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center No 29,000,000 0 0 0 29,000,000 20,207,735 0 239,295 1,880,497
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius Yes 218,000,000 0 0 0 218,000,000 187,609,949 0 1,363,413 9,305,766
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers No 27,472,500 14,676,259 0 0 42,148,759 0 40,700,000 314,594 1,134,165
13 Loan 13, 25, 33 1 Crowne Plaza Union Station No 24,000,000 125,000 0 0 24,125,000 10,024,098 0 2,039,171 12,061,731
14 Loan 34 1 Hyatt Place Crocker Park No 16,000,000 3,547,647 0 0 19,547,647 19,057,260 0 404,589 85,798
15 Loan 12, 25, 38 1 1027 Filbert Street No 15,500,000 115,000 0 2,342,539 17,957,539 15,633,678 0 2,129,982 193,879
16 Loan 10, 19, 37 1 Riverport Tower No                  
17 Loan 9, 28, 30, 33 1 The Grove No                  
18 Loan 17, 19, 26, 40 1 Chatsworth Retail No                  
19 Loan 11, 25, 40 5 CVS 5 Portfolio                    
19.01 Property   1 CVS Carlsbad No                  
19.02 Property   1 CVS Dallas No                  
19.03 Property   1 CVS Mobile No                  
19.04 Property   1 CVS Charlottesville No                  
19.05 Property   1 CVS Clifton No                  
20 Loan 10 1 Sentinel Square II No                  
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point                    
21.01 Property   1 Center Point of Hamilton No                  
21.02 Property   1 Center Point on Centennial No                  
21.03 Property   1 Center Point on Manning No                  
21.04 Property   1 Center Point on Russell No                  
21.05 Property   1 Center Point on Field House No                  
21.06 Property   1 Center Point 212 No                  
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio                     
22.01 Property   1 Walgreens and Dollar Tree - Oak Park No                  
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham No                  
22.03 Property   1 Family Dollar - Detroit No                  
22.04 Property   1 Family Dollar - Akron No                  
22.05 Property   1 Dollar General - Bernice No                  
23 Loan 33 1 TownePlace Suites BWI Airport No                  
24 Loan   1 68-78 River Road No                  
25 Loan 33 1 Sylvan Heights No                  

 

 A-1-20 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Uses: Principal Equity Distribution ($) Uses: Other Uses ($) Uses: Total Uses ($) Franchise Agreement Expiration Underwritten ADR ($) Underwritten RevPAR ($) Underwritten Hotel Occupancy (%) Most Recent ADR ($) Most Recent RevPAR ($) Most Recent Hotel Occupancy (%) Second Most Recent ADR ($) Second Most Recent RevPAR ($)
                                 
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center 84,548,786 0 265,000,000 NAP NAP NAP NAP NAP NAP NAP NAP NAP
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue 0 0 259,973,080 NAP NAP NAP NAP NAP NAP NAP NAP NAP
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street 0 0 538,997,903 NAP NAP NAP NAP NAP NAP NAP NAP NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres 0 0 381,744,495 NAP NAP NAP NAP NAP NAP NAP NAP NAP
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets 0 0 180,962,977 NAP NAP NAP NAP NAP NAP NAP NAP NAP
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square 278,653,540 0 700,000,000 NAP NAP NAP NAP NAP NAP NAP NAP NAP
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio 20,133,780 0 157,000,000 NAP NAP NAP NAP NAP NAP NAP NAP NAP
7.01 Property   1 1700 Schuster Road       NAP NAP NAP NAP NAP NAP NAP NAP NAP
7.02 Property   1 101 Michelin Drive       NAP NAP NAP NAP NAP NAP NAP NAP NAP
7.03 Property   1 1525 West 2960 South       NAP NAP NAP NAP NAP NAP NAP NAP NAP
7.04 Property   1 5685 Raiders Road, Building B       NAP NAP NAP NAP NAP NAP NAP NAP NAP
7.05 Property   1 840 Complex Street Southwest       NAP NAP NAP NAP NAP NAP NAP NAP NAP
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road 0 0 144,113,758 NAP NAP NAP NAP NAP NAP NAP NAP NAP
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial 2,840,290 0 38,000,000 NAP NAP NAP NAP NAP NAP NAP NAP NAP
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center 6,672,474 0 29,000,000 NAP NAP NAP NAP NAP NAP NAP NAP NAP
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius 19,720,871 0 218,000,000 NAP NAP NAP NAP NAP NAP NAP NAP NAP
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers 0 0 42,148,759 NAP NAP NAP NAP NAP NAP NAP NAP NAP
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 0 0 24,125,000 5/1/2049 179.43 99.99 55.7% 179.43 99.99 55.7% 145.14 67.08
14 Loan 34 1 Hyatt Place Crocker Park 0 0 19,547,647 11/18/2040 172.99 148.23 85.7% 172.99 148.23 85.7% 172.03 146.02
15 Loan 12, 25, 38 1 1027 Filbert Street 0 0 17,957,539 NAP NAP NAP NAP NAP NAP NAP NAP NAP
16 Loan 10, 19, 37 1 Riverport Tower       NAP NAP NAP NAP NAP NAP NAP NAP NAP
17 Loan 9, 28, 30, 33 1 The Grove       NAP NAP NAP NAP NAP NAP NAP NAP NAP
18 Loan 17, 19, 26, 40 1 Chatsworth Retail       NAP NAP NAP NAP NAP NAP NAP NAP NAP
19 Loan 11, 25, 40 5 CVS 5 Portfolio       NAP NAP NAP NAP NAP NAP NAP NAP NAP
19.01 Property   1 CVS Carlsbad       NAP NAP NAP NAP NAP NAP NAP NAP NAP
19.02 Property   1 CVS Dallas       NAP NAP NAP NAP NAP NAP NAP NAP NAP
19.03 Property   1 CVS Mobile       NAP NAP NAP NAP NAP NAP NAP NAP NAP
19.04 Property   1 CVS Charlottesville       NAP NAP NAP NAP NAP NAP NAP NAP NAP
19.05 Property   1 CVS Clifton       NAP NAP NAP NAP NAP NAP NAP NAP NAP
20 Loan 10 1 Sentinel Square II       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21.01 Property   1 Center Point of Hamilton       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21.02 Property   1 Center Point on Centennial       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21.03 Property   1 Center Point on Manning       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21.04 Property   1 Center Point on Russell       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21.05 Property   1 Center Point on Field House       NAP NAP NAP NAP NAP NAP NAP NAP NAP
21.06 Property   1 Center Point 212       NAP NAP NAP NAP NAP NAP NAP NAP NAP
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio        NAP NAP NAP NAP NAP NAP NAP NAP NAP
22.01 Property   1 Walgreens and Dollar Tree - Oak Park       NAP NAP NAP NAP NAP NAP NAP NAP NAP
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham       NAP NAP NAP NAP NAP NAP NAP NAP NAP
22.03 Property   1 Family Dollar - Detroit       NAP NAP NAP NAP NAP NAP NAP NAP NAP
22.04 Property   1 Family Dollar - Akron       NAP NAP NAP NAP NAP NAP NAP NAP NAP
22.05 Property   1 Dollar General - Bernice       NAP NAP NAP NAP NAP NAP NAP NAP NAP
23 Loan 33 1 TownePlace Suites BWI Airport       4/17/2027 111.75 93.06 83.3% 111.75 93.06 83.3% 121.24 92.03
24 Loan   1 68-78 River Road       NAP NAP NAP NAP NAP NAP NAP NAP NAP
25 Loan 33 1 Sylvan Heights       NAP NAP NAP NAP NAP NAP NAP NAP NAP

 

 A-1-21 

 

Benchmark 2023-B38 Annex A-1 

Loan ID Number Loan / Property Flag Footnotes (for Loan and Property Information) # of Properties Property Name Second Most Recent Hotel Occupancy (%) Third Most Recent ADR ($) Third Most Recent RevPAR ($) Third Most Recent Hotel Occupancy (%)
                 
1 Loan 10, 12, 13, 19, 22, 27 28, 29, 30, 31, 36, 37, 41 1 Pacific Design Center NAP NAP NAP NAP
2 Loan 9, 10, 12, 23, 27, 28, 29, 30, 31, 41 1 1201 Third Avenue NAP NAP NAP NAP
3 Loan 9, 10, 12, 14, 22, 28, 29, 30, 31, 35 1 CX - 250 Water Street NAP NAP NAP NAP
4 Loan 9, 10, 13, 17, 20, 21, 22, 24, 25, 27, 29, 31, 35, 37, 41 1 Green Acres NAP NAP NAP NAP
5 Loan 9, 10, 22, 37, 41 1 Great Lakes Crossing Outlets NAP NAP NAP NAP
6 Loan 9, 10, 15, 20, 22, 24, 31, 37, 41 1 Scottsdale Fashion Square NAP NAP NAP NAP
7 Loan 10, 11, 23, 24, 39, 40 5 National Warehouse & Distribution Portfolio NAP NAP NAP NAP
7.01 Property   1 1700 Schuster Road NAP NAP NAP NAP
7.02 Property   1 101 Michelin Drive NAP NAP NAP NAP
7.03 Property   1 1525 West 2960 South NAP NAP NAP NAP
7.04 Property   1 5685 Raiders Road, Building B NAP NAP NAP NAP
7.05 Property   1 840 Complex Street Southwest NAP NAP NAP NAP
8 Loan 9, 10, 12, 17, 19, 23, 31, 39 1 100 Jefferson Road NAP NAP NAP NAP
9 Loan 19, 21, 27, 29, 31, 33, 38, 40 1 9200 Calumet Industrial NAP NAP NAP NAP
10 Loan 9, 21, 22, 28, 30, 31, 33, 35, 41 1 Naugatuck Valley Shopping Center NAP NAP NAP NAP
11 Loan 9, 10, 12, 13, 17, 23, 25, 27, 29, 38, 39 1 One Campus Martius NAP NAP NAP NAP
12 Loan 19, 28, 30, 31, 32 1 Shoppes at Mid Rivers NAP NAP NAP NAP
13 Loan 13, 25, 33 1 Crowne Plaza Union Station 46.2% 131.30 28.29 21.5%
14 Loan 34 1 Hyatt Place Crocker Park 84.9% 141.31 107.63 76.2%
15 Loan 12, 25, 38 1 1027 Filbert Street NAP NAP NAP NAP
16 Loan 10, 19, 37 1 Riverport Tower NAP NAP NAP NAP
17 Loan 9, 28, 30, 33 1 The Grove NAP NAP NAP NAP
18 Loan 17, 19, 26, 40 1 Chatsworth Retail NAP NAP NAP NAP
19 Loan 11, 25, 40 5 CVS 5 Portfolio NAP NAP NAP NAP
19.01 Property   1 CVS Carlsbad NAP NAP NAP NAP
19.02 Property   1 CVS Dallas NAP NAP NAP NAP
19.03 Property   1 CVS Mobile NAP NAP NAP NAP
19.04 Property   1 CVS Charlottesville NAP NAP NAP NAP
19.05 Property   1 CVS Clifton NAP NAP NAP NAP
20 Loan 10 1 Sentinel Square II NAP NAP NAP NAP
21 Loan 10, 11, 12, 34, 40 6 Centers of High Point NAP NAP NAP NAP
21.01 Property   1 Center Point of Hamilton NAP NAP NAP NAP
21.02 Property   1 Center Point on Centennial NAP NAP NAP NAP
21.03 Property   1 Center Point on Manning NAP NAP NAP NAP
21.04 Property   1 Center Point on Russell NAP NAP NAP NAP
21.05 Property   1 Center Point on Field House NAP NAP NAP NAP
21.06 Property   1 Center Point 212 NAP NAP NAP NAP
22 Loan 11, 28, 30, 33, 40 5 Dollar Walgreens Portfolio  NAP NAP NAP NAP
22.01 Property   1 Walgreens and Dollar Tree - Oak Park NAP NAP NAP NAP
22.02 Property   1 Family Dollar and Pamela Tubbs - Birmingham NAP NAP NAP NAP
22.03 Property   1 Family Dollar - Detroit NAP NAP NAP NAP
22.04 Property   1 Family Dollar - Akron NAP NAP NAP NAP
22.05 Property   1 Dollar General - Bernice NAP NAP NAP NAP
23 Loan 33 1 TownePlace Suites BWI Airport 75.9% 94.17 74.09 78.7%
24 Loan   1 68-78 River Road NAP NAP NAP NAP
25 Loan 33 1 Sylvan Heights NAP NAP NAP NAP

 

 A-1-22 

 

Footnotes to Annex A-1

 

(1) The Administrative Fee Rate % includes the Servicing Fee Rate, the Operating Advisor Fee Rate, the Certificate Administrator/Trustee Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate applicable to each Mortgage Loan.
   
(2) The Monthly Debt Service (P&I) and Annual Debt Service (P&I) ($) shown for Mortgage Loans with a partial interest-only period reflects the amount payable after the expiration of the interest-only period. 
   
(3) The open period is inclusive of the Maturity Date or Anticipated Repayment Date.
   
(4) Underwritten NOI DSCR (x), Underwritten NCF DSCR (x), Whole Loan Underwritten NCF DSCR (x) and Total Debt Underwritten NCF DSCR (x) is calculated based on amortizing debt service payments (except for interest-only loans).
   
(5) Leased Occupancy (%) reflects tenants that have signed leases, but are not yet in occupancy or may not be paying rent.
   
(6) The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease prior to the expiration date shown. In addition, in some instances, a tenant may have the right to assign its lease or sublease the leased premises and be released from its obligations under the lease.
   
(7) Property Located Within a Qualified Opportunity Zone (Y/N) reflects Mortgaged Properties that are located in qualified opportunity zones ("QOZs") under Internal Revenue Code § 1400Z-2 - Notice 2018-48 and Notice 2019-42. According to the Internal Revenue Service, (1) a QOZ is an economically distressed community where new investments, under certain conditions, may be eligible for preferential tax treatment, and (2) localities qualify as QOZs if they have been nominated for that designation by a state, the District of Columbia, or a U.S. territory and that nomination has been certified by the Secretary of the Treasury via his delegation of authority to the Internal Revenue Service. No representation is made as to whether any Mortgaged Properties located in QOZs or the related borrowers are eligible for such preferential tax treatment or whether any qualifying investment has been made in a QOZ.
   
(8) If the purpose of the Mortgage Loan was to finance an acquisition of the Mortgaged Property, the field "Sources: Principal's New Cash Contribution ($)" reflects the cash investment by one or more of the equity owners in the borrower in connection with such acquisition. If the purpose of the Mortgage Loan was to refinance the Mortgaged Property, the field "Sources: Principal's New Cash Contribution ($)" reflects the cash contributed to the borrower by one or more of the equity owners at the time the Mortgage Loan was originated.

 

 A-1-23 

 

Footnotes to Annex A-1

   
(9) GACC—German American Capital Corporation or one of its affiliates; JPMCB—JPMorgan Chase Bank, National Association or one of its affiliates; CREFI—Citi Real Estate Funding Inc. or one of its affiliates; GSMC—Goldman Sachs Mortgage Company or one of its affiliates.

With respect to Loan No. 2, 1201 Third Avenue, the Mortgage Loan is part of a whole loan that was co-originated by JPMorgan Chase Bank, National Association and Morgan Stanley Bank, N.A.

With respect to Loan No. 3, CX - 250 Water Street, the Mortgage Loan is part of a whole loan that was co-originated by Goldman Sachs Bank USA, Bank of America, N.A., Wells Fargo Bank, National Association and 3650 Real Estate Investment Trust 2 LLC.

With respect to Loan No. 4, Green Acres, the Mortgage Loan is part of a whole loan that was co-originated by Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Bank of Montreal and DBR Investments Co. Limited.

With respect to Loan No. 5, Great Lakes Crossing Outlets, the Mortgage Loan is part of a whole loan that was co-originated by Goldman Sachs Bank USA, Bank of Montreal and DBR Investments Co. Limited.

With respect to Loan No. 6, Scottsdale Fashion Square, the Mortgage Loan is part of a whole loan that was co-originated by Goldman Sachs Bank USA and Deutsche Bank AG, New York Branch.

With respect to Loan No. 8, 100 Jefferson Road, the Mortgage Loan is part of a whole loan that was co-originated by JPMorgan Chase Bank, National Association and Argentic Real Estate Finance 2 LLC.

With respect to Loan No. 10, Naugatuck Valley Shopping Center, for which GACC is the Mortgage Loan Seller,  the Mortgage Loan  was originated by UBS AG, an unaffiliated third-party, and is expected to be purchased by GACC prior to the Closing Date.

With respect to Loan No. 11, One Campus Martius, the Mortgage Loan is part of a whole loan that was co-originated by JPMorgan Chase Bank, National Association and Morgan Stanley Bank, N.A.

With respect to Loan No. 17, The Grove, for which GACC is the Mortgage Loan Seller,  the Mortgage Loan was originated by BSPRT CMBS Finance, LLC, an unaffiliated third-party, and is expected to be purchased by GACC prior to the Closing Date.
   

 

 A-1-24 

 

Footnotes to Annex A-1

 

(10) With respect to the pari passu loans referenced below, the Underwritten NOI DSCR (x), Underwritten NCF DSCR (x), Cut-off Date LTV Ratio (%), LTV Ratio at Maturity / ARD (%), Underwritten NOI Debt Yield (%), Underwritten NCF Debt Yield (%), and Loan Per Unit ($) are calculated based on the Mortgage Loan included in the issuing entity and the related pari passu companion loans in the aggregate and exclude any mezzanine debt and, in the case of any loans structured with A/B Notes, the secured subordinate debt. For additional information see the table titled “Whole Loan Control Notes and Non–Control Notes” under “Description of the Mortgage Pool—The Whole Loans—General” in this Preliminary Prospectus.

● Loan No. 1 – Pacific Design Center
● Loan No. 2 – 1201 Third Avenue
● Loan No. 3 – CX – 250 Water Street
● Loan No. 4 – Green Acres
● Loan No. 5 – Great Lakes Crossing Outlets
● Loan No. 6 – Scottsdale Fashion Square
● Loan No. 7  – National Warehouse & Distribution Portfolio
● Loan No. 8 – 100 Jefferson Road
● Loan No. 11 – One Campus Martius
● Loan No. 16– Riverport Tower
● Loan No. 20– Sentinel Square II
● Loan No. 21 – Centers of High Point
   
(11) With respect to any Mortgaged Property securing a multi–property Mortgage Loan, the amounts listed under the headings “Original Balance ($)” and “Cut–off Date Balance ($)” reflect the Allocated Loan Amount related to such Mortgaged Property.

● Loan No. 7 – National Warehouse & Distribution Portfolio
● Loan No. 19 – CVS 5 Portfolio
● Loan No. 21 – Centers of High Point
● Loan No. 22 – Dollar Walgreens Portfolio 
   

 

 A-1-25 

 

Footnotes to Annex A-1

 

(12) With respect to Loan No. 1, Pacific Design Center, the Mortgaged Property is comprised of 467,582 sq. ft. of design showroom space, 321,786 sq. ft. of office space, 213,502 sq. ft. of lab space, and 50,347 sq. ft. of other space (other space includes non-revenue space, telecommunications, parking, storage, and display).

With respect to Loan No. 2, 1201 Third Avenue, the Mortgaged Property is a 1,129,710 square-foot office building which includes 58,112 square feet of retail tenant space representing approximately 5.1% of net rentable area at the Mortgaged Property.

With respect to Loan No. 3, CX – 250 Water Street, the Mortgaged Property is comprised of 472,580 sq. ft. of office/lab space and 6,424 sq. ft. of retail space.

With respect to Loan No. 8, 100 Jefferson Road, the Mortgaged Property is a 558,930 square-foot industrial building which includes 157,547 square feet of cold storage tenant space representing approximately 28.2% of net rentable area at the Mortgaged Property.

With respect to Loan No. 11, One Campus Martius, the Mortgaged Property is a 1,356,325 square-foot office building which includes retail tenant leases representing approximately 3.0% of net rentable area at the Mortgaged Property.

With respect to Loan No. 15, 1027 Filbert Street, there is 12,569 sq. ft. of retail space and 750 parking stalls that together account for the 287,000 sq. ft. of space. The retail component is currently 100% occupied by eight tenants.

With respect to Loan No. 21, Centers of High Point, the portfolio is comprised of six furniture showroom spaces, totaling 482,216 sq. ft. The collateral is made up of 85 total units sitting on approximately 19.6 acres.
   

 

 A-1-26 

 

Footnotes to Annex A-1

 

(13) With respect to Loan No. 1, Pacific Design Center, as a condition to the conversion and use of certain former design showroom space as laboratory space by Cedars Sinai Medical Center, the largest tenant at the Mortgaged Property, the City of West Hollywood requires the borrower to maintain at least 155,772 square feet of vacant design showroom space at the Mortgaged Property (the “Design Showroom Space Restriction”) to assure conformity to the site plan governing the Mortgaged Property.  The Mortgage Loan documents require the borrower to cause the Mortgaged Property to comply with the Design Showroom Space Restriction.

With respect to Loan No. 4, Green Acres, both Green Acres Mall (excluding the Walmart Parcel) and Green Acres Commons benefit from 10-year tax abatements pursuant to respective payment-in-lieu of taxes agreements dated May 1, 2015 (the “PILOT Agreements”), between the borrowers and the Town of Hempstead Industrial Development Agency (the “Hempstead IDA”), which expire on December 31, 2026, with one, five-year extension period. The extension of the PILOT documents requires the consent of the Hempstead IDA. In connection with the PILOT Agreements, the borrowers lease the Green Acres Property (excluding the Walmart Parcel) to the Hempstead IDA pursuant to the master leases, and the Hempstead IDA subleases the Green Acres Property (excluding the Walmart Parcel) back to the borrowers. Such leases will be terminated upon the termination of the PILOT Agreements.  Pursuant to the terms of the PILOT Agreements and the related leases, the borrowers are obligated to, among other things, (i) comply with certain full-time employment commitments and (ii) in exchange for certain exemptions from property taxes on real and personal property, make annual payment-in-lieu of taxes payments for the 2016 through the 2026 tax years. A failure of the borrowers to comply with the PILOT Agreements may result in an early termination of the PILOT Agreements or a return of certain tax benefits received by the borrowers to the Hempstead IDA. Total annual payment-in-lieu of taxes payments payable by the borrowers commenced at $14,140,000 and increased to $15,400,000 during the fourth and fifth tax abatement years, and are equal to $16,300,000 during the second five tax abatement years. Real estate taxes were underwritten based on the actual tax bills for all of the property tax parcels at the Green Acres Property (including the Walmart Parcel), inclusive of any tax reimbursements or expenses payable by the tenants and payment-in-lieu of taxes (“PILOT”) payable by the borrowers for 2022 under the related PILOT documents. According to the appraisal, the tax benefits for 2023 under the PILOT documents are expected to be $15,365,892, and if the PILOT documents are not renewed, the total amount of real estate taxes payable by the borrowers is expected to increase by approximately $17.1 million in 2027.
With respect to Loan No. 11, One Campus Martius, in connection with the creation by the State of Michigan of a plan to enable the revitalization of certain brownfield properties, and the related developments of four projects located in the City of Detroit (the “Transformational Project Sites”), including the expansion of the Mortgaged Property which was completed in 2020, Bedrock Management Services, LLC, a borrower sponsor affiliate, as the developer (the “Developer”), entered into a reimbursement agreement (the “Reimbursement Agreement”) with the City of Detroit Brownfield Redevelopment Authority, the Michigan Strategic Fund and the Michigan Department of Treasury. The Reimbursement Agreement entitles the Developer to receive reimbursements for a certain portion of the cost of the developments of the Transformational Project Sites from certain tax revenues as well as sales and use tax exemptions. The lender did not underwrite any of the benefits afforded to the borrower sponsor affiliate pursuant to the Reimbursement Agreement. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the Prospectus for additional information.

With respect to Loan No 13, Crowne Plaza Union Station, the Mortgaged Property is located in an area designated as the Indianapolis Union Railway Station Historic Area. The area is subject to design restrictions, requirements and approval from the Indianapolis Historic Preservation Commission, which requires additional approvals in advance for any alteration, reconstruction or demolition of the Mortgaged Property
   

 

 A-1-27 

 

Footnotes to Annex A-1

 

(14) With respect to Loan No. 3, CX - 250 Water Street, the Whole Loan is structured with an Anticipated Repayment Date of February 10, 2033 and a final maturity date of February 10, 2038. The initial interest rate for the CX - 250 Water Street Whole Loan is 5.5095% per annum. After the ARD, the interest rate will increase to the greater of (i) 7.5095% and (ii) the sum of the swap rate in effect on the ARD plus 4.2800%; however, interest accrued at the excess of the increased rate over the initial rate will be deferred and will not be payable until the principal balance of the CX - 250 Water Street Whole Loan is repaid in full. The metrics presented above are calculated based on the ARD.
   
(15) The Administrative Fee Rate (%) includes the respective per annum rates applicable to the calculation of the servicing fee, any sub–servicing fee, trustee/certificate administrator fee, operating advisor fee, and CREFC® license fee with respect to each Mortgage Loan. For purposes of this annex A–1, the definition of Administrative Fee Rate as it relates to any Non–Serviced Mortgage Loan includes the related Pari Passu Loan Primary Servicing Fee Rate which includes the “primary servicing fee rate” (as defined or set forth in the applicable pooling and servicing agreement) and any other related servicing or any sub–servicing fee rate (other than those payable to the applicable special servicer) applicable to such Non–Serviced Mortgage Loan that constitutes a portion of the “servicing fee rate” applicable to the other master servicer under the applicable other pooling and servicing agreement. See the table titled “Non–Serviced Whole Loans” under “Summary of Terms—Offered Certificates—Servicing and Administration Fees” in this Preliminary Prospectus.

With respect to Loan No. 6, Scottsdale Fashion Square, for purposes of calculating interest and other amounts payable on the Scottsdale Fashion Square Whole Loan, each note was divided into multiple components with varying interest rates. The interest rate of the Scottsdale Fashion Square Mortgage Loan represents the weighted average interest rate of three components. Prepayments of the Scottsdale Fashion Square Mortgage Loan will be applied to the components in sequential order. As a result of the components having different interest rates and the allocation of prepayments to sequentially reduce the components, the per annum weighted average interest rate of the components (and, therefore, the interest rate of the Scottsdale Fashion Square Mortgage Loan) may increase over time
   
(16) Annual Debt Service (IO) ($), Annual Debt Service (P&I) ($), Monthly Debt Service (IO) ($), Monthly Debt Service (P&I) ($), Underwritten NOI DSCR (x) and Underwritten NCF DSCR (x) for Mortgage Loans (i) with partial interest only periods are shown based on the monthly debt service payment immediately following the expiration of the interest only period and (ii) that are interest only until the related maturity date are shown based on the interest only payments during the 12-month period following the Cut-off Date (or, in the case of Monthly Debt Service (IO) ($), the average of such interest only payments) without regard to leap year adjustments. 
   

 

 A-1-28 

 

Footnotes to Annex A-1

 

(17) “Hard” generally means each tenant is required to transfer its rent directly to the lender–controlled lockbox account. However, with respect to hospitality properties, “Hard” means all credit card receipts are deposited directly into the lockbox by the card processing company and all over–the–counter cash and equivalents are required to be deposited by the property manager or borrower into the lockbox. “Soft” means the borrower has established a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account. “Springing Soft” means that upon the occurrence of a trigger event (as specified in the related Mortgage Loan Documents), the borrower is required to establish a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account. “Springing Hard” means that upon a trigger event (as specified in the related Mortgage Loan Documents), each tenant will be required to transfer its rent directly to a lender–controlled lockbox.
“Soft Springing Hard” means the borrower has established a lockbox account that will be under lender control and the borrower or property manager is required to collect rents from the tenants and then deposit those rents into such lockbox account, but upon a trigger event (as specified in the related Mortgage Loan Documents), each tenant will be required to transfer its rent directly to a lender–controlled lockbox.

With respect to Loan No. 4, Green Acres, the borrowers are required to cause rents to be deposited by the tenants into a lockbox account established at origination under the Green Acres Whole Loan documents, and the borrowers will have access to the funds in the lockbox account and use the lockbox account as an operating account so long as no Trigger Period, as defined in the Green Acres Whole Loan documents, continues.  During the continuance of a Trigger Period, the borrowers will not have any further access to the funds in the lockbox account except as otherwise expressly provided in the Green Acres Whole Loan documents.

With respect to Loan No. 8, 100 Jefferson Road, the lockbox account for the related Whole Loan was held at Signature Bank at loan origination. Subsequently, the lenders instructed the borrower not to deliver the letters to tenants directing the tenants to remit rents into the lockbox account. The borrower and the lenders executed an amendment to the 100 Jefferson Road Whole Loan documents on March 24, 2023, requiring the borrower to establish a lockbox with another institution meeting the financial and ratings requirements within 60 days following such amendment and, commencing within five business days subsequent thereto, to cause all rents to be transmitted directly by tenants at the related Mortgaged Property into a lender-controlled lockbox account. Please see “Risks Relating to the Mortgage Loans—Cash Management Operations Entail Certain Risks That Could Adversely Affect Distributions on Your Certificates” in the Preliminary Prospectus for additional information.
 
With respect to Loan No. 11, One Campus Martius, the Whole Loan is structured with a hard lockbox for the related Mortgaged Property other than with respect to the parking garage portion of the Mortgaged Property, the income from which is not required to be deposited into the lockbox account until the occurrence of a Cash Sweep Event, as defined in the related loan documents.

With respect to Loan No. 18, Chatsworth Retail, the borrower is required to send to all tenants occupying space at the Mortgaged Property directing them to pay all rent and other sums due under the lease to which they are a party into either the Restricted Account if such payment is being made electronically or to manager if such payment is being delivered by mail in the form of check, money order or equivalent.
   

 

 A-1-29 

 

Footnotes to Annex A-1

 

(18) “In Place” means that related property cash flows go through a waterfall of required reserve or other payment amounts due before the lender either (i) disburses excess cash to the related borrower or (ii) retains excess cash as additional collateral for the Mortgage Loan. “Springing” means that upon the occurrence of a trigger event, as defined in the related Mortgage Loan documents, In Place cash management (as described above) will take effect, and will generally continue until all trigger events are cured (to the extent a cure is permitted under the related Mortgage Loan documents).
   
(19) With respect to Loan No. 1, Pacific Design Center, the increase from the Most Recent NOI ($) to Underwritten Net Operating Income ($) is primarily driven by rent from additional executed Cedars Sinai leases with start dates after the September T-12 period as well as the associated credit tenant rent steps.

With respect to Loan No. 8, 100 Jefferson Road, the increase in Underwritten Net Operating Income ($) of more than 10% over the Most Recent NOI ($) is primarily driven by the recent lease execution by the Largest Tenant, J&J Farms Creamery, an affiliate of the borrower sponsor.

With respect to Loan No. 9, 9200 Calumet Industrial, the increase in Underwritten Net Operating Income ($) of more than 10% over the Most Recent NOI ($) is primarily attributable to the newly executed Pepsi expansion lease that runs until May 2033 and reimbursements.

With respect to Loan No. 12, Shoppes at Mid Rivers, the increase in Underwritten Net Operating Income ($) of more than 10% over the Most Recent NOI ($) is primarily driven by contractual base rent increases and recent leasing activity

With respect to Loan No. 16, Riverport Tower, the increase from the Most Recent NOI ($) to Underwritten Net Operating Income ($) is primarily attributable to the Largest Tenant's, Charter Communications, expansion into suites, which were underwritten as in place beginning September 2022.

With respect to Loan No. 18, Chatsworth Retail, the increase in Underwritten Net Operating Income ($) of more than 10% over the Most Recent NOI ($) is primarily attributable to reimbursements from tenants along with other income comprised of Tesla charging station rent and reimbursements.
   
(20) The grace periods noted under “Grace Period – Late Fee (Days)” and Grace Period – Default (Days) reflect the number of days of grace before a payment default is an event of default. Certain jurisdictions impose a statutorily longer grace period. Certain of the Mortgage Loans may additionally be subject to grace periods with respect to the occurrence of an event of default (other than a payment default) and/or commencement of late charges which are not addressed in Annex A–1 to this Preliminary Prospectus.

With respect to Loan No. 4, Green Acres, a Grace Period (Late Payment) of five days is allowed.  

With respect to Loan No. 6, Scottsdale Fashion Square, a Grace Period – Late Fee (Days) of five days is allowed for the monthly payment of interest and any other principal, interest or other sum due. No grace period is permitted for repayment of principal on the maturity date.
   
(21) In certain cases, in addition to an “as–is” value, the appraisal states an “as complete”, “as–stabilized” or “hypothetical” value for the related Mortgaged Property that assumes that certain events will occur with respect to retenanting, construction, renovation or repairs at such Mortgaged Property. The Appraised Value ($) set forth on Annex A–1 is the “as–is” value unless otherwise specified in this Preliminary Prospectus. With respect to the Mortgaged Properties that secure the Mortgage Loans listed in the following table, the Cut-off Date LTV Ratio (%) and the LTV Ratio at Maturity / ARD (%) were calculated
   

 

 A-1-30 

 

Footnotes to Annex A-1

 

 

using the related “as complete”, “as–stabilized” or “hypothetical” Appraised Values, as opposed to the “as–is” Appraised Values, each as set forth in the following table:

 

  With respect to Loan No. 4, Green Acres, the as-is appraised value is based on an extraordinary assumption made by the appraiser that the PILOT documents will be extended an additional 5-years to 2031. In the absence of the PILOT tax benefits beyond 2026, the as-is value of the Green Acres Property would otherwise be reduced by approximately $58.0 million resulting in an estimated appraised value of $621.0 million resulting in a Mortgage Loan Cut-off Date LTV Ratio (Other Than “As-Is”) and Mortgage Loan LTV Ratio at Maturity Date (Other Than “As-Is”) of 59.6%.

With respect to Loan No. 10, Naugatuck Valley Shopping Center, the appraisal determined a “Hypothetical Value” of $43,100,000 as of January 6, 2020, which assumes a successful real estate tax appeal. The borrower has since been successful in its real estate tax appeal via a court stipulation dated April 23, 2021 that is retroactive to 2017. The Cut-off Date LTV Ratio (%) and the LTV Ratio at Maturity / ARD (%) based on the “Hypothetical Value” of $43,100,000 are 64.4% and 55.6%, respectively.
   
(22) Prepayment Provisions are shown from the respective Mortgage Loan First Payment Date.

“L(x)” means lock–out for x payments.

“D(x)” means may be defeased for x payments.

“YM(x)” means may be prepaid for x payments with payment of a yield maintenance charge.

“YM1(x)” means may be prepaid for x payments with payment of the greater of a yield maintenance charge and 1% of the amount prepaid.
 “DorYM1(x)” means may be prepaid for x payments with either defeasance or a yield maintenance charge or 1% of the amount prepaid.

“O(x)” means freely prepayable for x payments, including the maturity date.

Certain of the Mortgage Loans permit the release of a portion of a Mortgaged Property (or an individual Mortgaged Property, in connection with a portfolio Mortgage Loan) under various circumstances, as described in this Preliminary Prospectus. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in this Preliminary Prospectus. In addition, certain of the Mortgage Loans permit the borrower to prepay a portion of the Mortgage Loan to avoid or cure a cash sweep period due to a low debt yield or debt service coverage ratio trigger. 

 

 A-1-31 

 

Footnotes to Annex A-1

 

  With respect to Loan No. 1, Pacific Design Center, the lockout period will be at least 26 payment dates beginning with and including the first payment date in March 2023. Defeasance of the Pacific Design Center Whole Loan in full is permitted at any time after the date that is the earlier of (i) two years from the closing date of the securitization that includes the last pari passu note to be securitized or (ii) January 11, 2026. The assumed lockout period of 26 payments is based on the expected Benchmark 2023-B38 closing date in April 2023. The actual lockout period may be longer.

With respect to Loan No. 3, CX – 250 Water Street, the lockout period will be at least 24 payment dates beginning with and including the first payment date in March 2023. The CX - 250 Water Street Whole Loan may be voluntarily prepaid in whole beginning on the payment date in March 2025 with the payment of a yield maintenance premium or 1% of the principal balance if such prepayment occurs prior to the payment date in August 2032. In addition, the CX – 250 Water Street Whole Loan may be defeased in whole at any time after the earlier to occur of (i) January 27, 2026 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 defeasance lockout period of 26 payments is based on the expected Benchmark 2023-B38 closing date in April 2023. The actual defeasance lockout period may be longer.

With respect to Loan No. 4, Green Acres, the lockout period will be at least 27 payment dates beginning with and including the first payment date in February 2023.  Prepayment of the Green Acres Whole Loan in full is permitted at any time on or after the earlier to occur of (i) the monthly payment date occurring in January 2026 and (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 27 payments is based on the expected Benchmark 2023-B38 closing date in April 2023. The actual lockout period may be longer.

With respect to Loan No. 5, Great Lakes Crossing Outlets, the lockout period will be at least 26 payment dates beginning with and including the first payment date in March 2023. Defeasance of the Great Lakes Crossing Outlets Whole Loan in full is permitted at any time after the earlier to occur of (i) March 1, 2026 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 2023-B38 closing date in April 2023. The actual lockout period may be longer.
With respect to Loan No. 6, Scottsdale Fashion Square, the lockout period will be at least 25 months beginning with and including the first payment date on April 6, 2023. Defeasance of the Scottsdale Fashion Square Whole Loan in full is permitted at any time after the date that is the earlier of (i) two years from the closing date of the securitization that includes the last pari passu note to be securitized and (ii) March 6, 2026 (the “Scottsdale Fashion Square Lockout Release Date”).  In addition, voluntary prepayment of the Scottsdale Fashion Square Whole Loan in full, but not in part, is permitted from and after the Scottsdale Fashion Square Lockout Release Date with (prior to the open prepayment date on September 6, 2027) the payment of a yield maintenance premium. The assumed lockout period of 25 months is based on the expected Benchmark 2023-B38 securitization closing date in April 2023. The actual lockout period may be longer.

With respect to Loan No. 10, Naugatuck Valley Shopping Center, the lockout period will be at least 36 payment dates beginning with and including the first payment date in May 2020. Voluntary prepayment of the Naugatuck Valley Shopping Center Loan in full, but not in part, is permitted from May 6, 2023 to April 21, 2025 with the payment of a yield maintenance premium. Defeasance of the Naugatuck Valley Shopping Center Loan in full is permitted at any time after April 21, 2025.
   

 

 A-1-32 

 

Footnotes to Annex A-1

 

(23) With respect to Loan No. 2, 1201 Third Avenue, the borrower has the option to (a) prepay the Whole Loan on or after April 9, 2025, with the payment of the greater of (i) yield maintenance premium or (ii) 1% of the principal balance of the Whole Loan or (b) defease the Whole Loan upon the earlier to occur of (i) February 10, 2026, or (ii) the date that is two years from the closing date of the securitization that includes the last note to be securitized. The assumed defeasance lockout period of 25 months is based on the expected closing date of the Benchmark 2023-B38 securitization in April 2023. The actual lockout period may be longer.

With respect to Loan No. 7, National Warehouse & Distribution Portfolio, the lockout period will be at least 24 payment dates beginning with and including the first payment date in May 2023. Defeasance of the National Warehouse & Distribution Portfolio Whole Loan in full is permitted at any time after the first payment date following the earlier to occur of (i) March 10, 2026 or (ii) the date that is two years from the closing date of the securitization that includes the last note to be securitized. The assumed lockout period of 24 payments is based on the expected Benchmark 2023-B38 securitization closing date in April 2023. The actual lockout period may be longer.

With respect to Loan No. 8, 100 Jefferson Road, the lockout period will be at least 24 months beginning with and including the first payment date on May 6, 2023. Defeasance of the 100 Jefferson Road Whole Loan is permitted after the date that is the earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) March 10, 2026. The assumed lockout period of 24 payments is based on the anticipated closing date of Benchmark 2023-B38 securitization trust in April 2023. The actual lockout period may be longer.

With respect to Loan No. 11, One Campus Martius, the lockout period for the related Whole Loan will be at least 33 payment dates beginning with and including the first payment date on August 1, 2022. The Whole Loan may be (a) defeased in whole after the date that is two years from the closing date of the securitization that includes the last note to be securitized (the “Permitted Defeasance Date”) or (b) if the Permitted Defeasance Date has not occurred by August 1, 2025, prepaid in whole with the payment of a yield maintenance premium. The assumed lockout period of 33 months is based on the expected closing date of the Benchmark 2023-B38 securitization in April 2023. The actual lockout period may be longer.
   

 

 A-1-33 

 

Footnotes to Annex A-1

 

(24) With respect to Loan No. 4, Green Acres, the borrowers may obtain a release of one or more Release Parcels. A “Release Parcel” is a parcel on the Green Acres Property that is (a) non-income producing and unimproved for tenant occupancy and (b) the release of which does not have any adverse material effect), subject to satisfaction of certain conditions including, but not limited to, (i) no event of default has occurred and is continuing, (ii) regardless of whether such release of the Release Parcel is successfully consummated, the borrowers pay to the lender a processing fee in the amount of $15,000, (iii) the remaining property constitutes a separate tax lot (or the borrowers have filed an application for a separate tax lot and the borrower sponsor guarantees the payment of taxes on the Release Parcel pending the final issuance of such separate tax lot), (iv) the borrowers certify to the lender that the remaining property with all easements appurtenant and other permitted encumbrances thereto will not, strictly as a result of such transfer, be in violation of certain reciprocal easement agreements, the Walmart Ground Lease, the PILOT Lease or any then applicable law, statute, rule or regulation and (v) satisfaction of any REMIC release conditions.

With respect to Loan No. 6, Scottsdale Fashion Square, the borrower may transfer and obtain a release of one or more Release Parcels (as defined below), subject to satisfaction of certain conditions including, but not limited to, (i) no event of default has occurred and is continuing, (ii) regardless of whether such release of the Release Parcel is successfully consummated, the borrower pays to the lender a processing fee in the amount of $15,000, reimburses lender for reasonable costs and expenses, and pays all title insurance and survey costs, (iii) the borrower delivers to the lender evidence reasonably satisfactory to a prudent lender that the Release Parcel has been (or will be upon recordation of the applicable transfer documentation which will occur contemporaneously with the release of the Release Parcel) legally subdivided from the remainder of the Mortgaged Property and constitutes a separate tax lot (or, if not a separate tax lot, the Release Parcel owner is contractually obligated to pay its share of all taxes and other charges with respect to the Release Parcel until the Release Parcel has been designated as a separate tax lot), and the borrower certifies to the lender that after giving effect to such transfer, each of the Release Parcel and the remaining portion of the Mortgaged Property conforms to and is in compliance in all material respects with applicable law, (iv) the borrower certifies to the lender that the remaining property with all easements appurtenant and other permitted encumbrances thereto will not, strictly as a result of such transfer and release of the Release Parcel, be in violation of certain reciprocal easement agreements or any then applicable law, statute, rule or regulation and (v) satisfaction of any REMIC- related release conditions.
A ”Release Parcel” is (x) a parcel on the Mortgaged Property that is (a) non-income producing and unimproved for tenant occupancy and (b) the release of which does not have any adverse material effect on (i) the value of the Mortgaged Property or the use or operation of the Mortgaged Property as a first-class regional shopping center (with related entertainment, dining and other compatible, commercial uses), (ii) the business, profits, operations or financial condition of the borrower, (iii) the ability of the borrower to perform its material obligations under the Scottsdale Fashion Square Whole Loan documents or (iv) the ongoing operations of the remaining Mortgaged Property; and/or (y) a parcel on the Scottsdale Fashion Square Property that is, as of the date of any potential release, non-income producing and improved by structures that (A) were vacant as of the origination date and (B) have been vacant and non-income producing continuously since the origination date and for at least three years prior to the date of any potential release. Improvements that are not material to the use and operation of the Mortgaged Property as a retail shopping center or which may be relocated without material and permanent adverse effects on the operation of the Scottsdale Fashion Square Property (as evidenced by a certification from the borrower) do not render the subject property “improved”.

 

 A-1-34 

 

Footnotes to Annex A-1

 

  With respect to Loan No. 7 - National Warehouse & Distribution Portfolio provided no event of default, Borrower shall have the right at any time after the earlier of (a) the third anniversary of the origination date of the Mortgage Loan, and (b) the date that is two years after the closing date of the securitization that includes the last note to be securitized, to either deliver defeasance collateral or partially prepay the Mortgage Loan and obtain release of one or more individual Mortgaged Properties, in each case, provided that, among other conditions, (i) the defeasance collateral or partial prepayment, as applicable, is in an amount equal to the Release Price (as defined below) (and in the case of a partial prepayment prior to October 6, 2027, payment of the yield maintenance premium), (ii) the borrower delivers a REMIC opinion, (iii) the borrower delivers (in the case of a partial prepayment, if requested by the lender) a rating agency confirmation, (iv) as of the date of notice of the partial release and the consummation of the partial release (whether by partial prepayment or partial defeasance), after giving effect to the release, the debt service coverage ratio with respect to the remaining Mortgaged Properties is greater than the greater of (a) 1.54x, and (b) the debt service coverage ratio for all of the Mortgaged Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable, (v) as of the date of notice of the partial release and the consummation of the partial release (whether by partial prepayment or partial defeasance), after giving effect to the release, the loan-to-value ratio with respect to the remaining Mortgaged Properties is no greater than the lesser of (a) 56.7% and (b) the loan-to-value ratio for all of the Mortgaged Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable, (vi) as of the date of notice of the partial release and the consummation of the partial release (whether by partial prepayment or partial defeasance), after giving effect to the release, the debt yield with respect to the remaining Mortgaged Properties is greater than the greater of (a) 12.08%, and (b) the debt yield for all of the Mortgaged Properties immediately prior to the date of notice of the partial release or the consummation of the partial release, as applicable, and (vii) the 1525 West 2960 South Mortgaged Property is required to be the first or second individual property released.

“Release Price” means, as applicable, (i) with respect to any individual National Warehouse & Distribution Portfolio Mortgaged Property (other than the 1525 West 2960 South Mortgaged Property and the 1700 Schuster Road Mortgaged Property), an amount equal to the greater of (a) 130% of the allocated loan amount with respect to such individual National Warehouse & Distribution Portfolio Mortgaged Property and (b) 95% of the net sales proceeds applicable to such individual National Warehouse & Distribution Portfolio Mortgaged Property, (ii) with respect to the 1525 West 2960 South Mortgaged Property, an amount equal to the greater of (a) 125% of the allocated loan amount with respect to the 1525 West 2960 South Mortgaged Property and (b) 95% of the net sales proceeds applicable to the 1525 West 2960 South Mortgaged Property, and (iii) with respect to the 1700 Schuster Road property, an amount equal to the greater of (a) $100,000,000 and (b) 95% of the net sales proceeds applicable to the 1700 Schuster Road property.
   

 

 A-1-35 

 

Footnotes to Annex A-1

 

(25) The following Mortgaged Properties consist, in whole or in part, of the related borrower’s interest in one or more ground leases, space leases, air rights leases or other similar leasehold interests:

With respect to Loan No. 4, Green Acres, the fee interest in a portion of the Mortgaged Property is owned by Walmart, an anchor tenant at the Walmart Property, and Valley Stream Green Acres LLC (“Valley Stream”), a borrower, owns the leasehold interest in the Walmart Property pursuant to a 36-year ground lease, dated as of February 22, 1989, between Walmart, as ground lessor, and Valley Stream, as ground lessee. Valley Stream leased the Walmart Property back to Walmart under two separate leases.  According to the estoppel delivered by Walmart, the term of the ground lease commenced on August 13, 1990 and expires on August 12, 2026, with two additional six-year extension options. The base rent under the ground lease is a fixed amount equal to approximately $1,080,000 per annum (approximately $90,000 per month) during the initial term and approximately $1,500,000 per annum (approximately $125,000 per month) during the extension terms.

With respect to Loan No. 11, One Campus Martius, the Mortgaged Property consists of two units in a condominium with a total of two units. Please see “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium Interests and Other Shared Interests” for additional information.

With respect to Loan No. 13, Crowne Plaza Union Station, the Mortgaged Property consists of (i) a leasehold interest under a ground lease with the City of Indianapolis Department of Metropolitan Development (the “Indianapolis DMD”) that is in place through December 2046 relating to a 273 room Crowne Plaza hotel and the related land (the “Hotel Ground Lease”), (ii) a leasehold interest under a lease with the Indianapolis DMD that is in place through September 2026 relating to approximately 42,256 square feet of banquet and meeting room space within a building known as the Union Station Building (the “Grand Hall Lease”), and (iii) a leasehold interest under a lease with the Indiana Stadium and Convention Center that is in place through December 2046 relating to a 120 space parking lot (the “Parking Lease”). The Hotel Ground Lease can be renewed at the borrower’s option for up to 99 years to 2145 with 180 days’ notice. There are also no costs associated with the Hotel Ground Lease, excluding taxes and insurance, provided that the borrower is operating a hotel on the site. The Grand Hall Lease can be renewed at the borrower’s option for three additional periods of five years each, extending to September 2041 if fully extended.  The Parking Lease can be renewed at the borrower’s option for 99 years to 2145. 

 

 A-1-36 

 

Footnotes to Annex A-1

 

  With respect to Loan No. 13, Crowne Plaza Union Station, the landlord has the right to terminate, with 180 days written notice, the Grand Hall Lease if the landlord has secured a use for all or any portion of the leased premises that landlord reasonably determine is a "higher and better use." "Higher and better use” means any use of all or a portion of the leased premises that is reasonably projected to produce for any tenant or subtenant either (i) gross revenues of at least $50,000,000 in any single year, or (ii) gross revenues of at least $10,000,000 per year over a 10-year period.  Pursuant to an estoppel from the landlord, the landlord agreed that the lease may  not be terminated in any manner or respect without the prior written consent of the lender and any purported amendment, modification, cancellation or termination made without such consent will  be ineffective and void as to the lender and its successors and assigns.

With respect to Loan No. 15 1027 Filbert Street, the Mortgaged Property consists of a leasehold interest under a ground lease that is in place through December 31, 2062 with no fair market value resets. The Philadelphia Redevelopment Authority is the ground lessor and the current annual ground rent is equal to $300,000.

With respect to Loan No. 19, CVS 5 Portfolio, the CVS Carlsbad Mortgaged Property consists of a leasehold interest under a ground lease that is in place through January 2044 with six, five-year extension options resulting in a fully extended maturity date of January 2074.  Bressi Retail, LLC is the ground lessor. The current annual ground rent is equal to $375,000.

With respect to Loan No. 19, CVS 5 Portfolio, the CVS Dallas Mortgaged Property consists of a leasehold interest under a ground lease that is in place through January 2040 with six, five-year extension options resulting in a fully extended maturity date of January 2070.  JAHCO Spring Creek, LLC. is the ground lessor. The current annual ground rent is equal to $250,000.

With respect to Loan No. 19, CVS 5 Portfolio, the CVS Mobile Mortgaged Property consists of a leasehold interest under a ground lease that is in place through January 2044 with five, five-year extension options resulting in a fully extended maturity date of January 2069.  LV5K, LLC is the ground lessor. The current annual ground rent is equal to $200,000.

With respect to Loan No. 19, CVS 5 Portfolio, the CVS Charlottesville Mortgaged Property consists of a leasehold interest under a ground lease that is in place through January 2041 with five, five-year extension options resulting in a fully extended maturity date of January 2066.  Meadowbrook Corner, LLC is the ground lessor. The current annual ground rent is equal to $525,000.
With respect to Loan No. 19, CVS 5 Portfolio, the CVS Clifton Mortgaged Property consists of a leasehold interest under a ground lease that is in place through January 2045 with six five-year extension options resulting in a fully extended maturity date of January 2075.  Turabdin Realty LLC is the ground lessor. The current annual ground rent is equal to $350,000.
   
(26) With respect to Loan No. 18, Chatsworth Retail, the borrower Netvested Capital DST I, master leases the entire Chatsworth Retail Portfolio to an affiliate, Netvested Capital MT I, LLC. The master lease is fully subordinate to the mortgage loan and is terminable by the lender upon a foreclosure or deed-in-lieu, or upon a material default under the master lease. The master lessee’s interest in the leases and rents is collaterally assigned to the borrower. For so long as the master lease is in effect, the borrower is entitled to receive only rents from the master lease, and not the underlying rents and other receipts from the Chatsworth Retail Portfolio Properties.

 

 A-1-37 

 

Footnotes to Annex A-1

 

(27) With respect to Loan No. 1, Pacific Design Center, the Largest Tenant, Cedars Sinai Medical Center, has 46,151 sq. ft. expiring on May 31, 2030, 9,000 sq. ft. expiring on August 31, 2032, 97,053 sq. ft. expiring on June 30, 2033, 107,449 sq. ft. expiring on June 30, 2038 and 19,696 sq. ft. of which a non-binding letter of intent has been signed and the terms of the lease have not yet been determined. The Third Largest Tenant, Pluto, Inc., leases 350 sq. ft. on a month-to-month basis and has 35,500 sq. ft. expiring on November 30, 2028. The Fifth Largest Tenant, Kneedler Fauchere, leases display space (one square foot) on a month-to-month basis and has 17,761 sq. ft. expiring on January 31, 2028.

With respect to Loan No. 2, 1201 Third Avenue, the Largest Tenant, Perkins Coie, subleases 2,584 square feet (representing 0.9%) of its space to Perkins Coie Trust Company pursuant to a sublease which expires on December 31, 2026.

With respect to Loan No. 4, Green Acres, the Largest Tenant, Macy’s, leases 266,676 sq. ft. expiring on August 18, 2026 and 123,827 sq. ft. expiring on July 31, 2034.

With respect to Loan No. 9, 9200 Calumet Industrial, the Largest Tenant, Pepsi (44.0% of NRA), leases 252,000 sq. ft. expiring October 31, 2031 and 147,588 sq. ft. expiring May 31, 2033.

With respect to Loan No. 11, One Campus Martius, the Second Largest Tenant, Centene Management, is a successor-in-interest to Meridian Health, which had been at the Mortgaged Property since December 2014 and assigned its entire interest in its lease to Centene Management on June 29, 2022, shortly after loan origination. According to the borrower sponsor, Centene Management, whose current lease term expires in December 2024, has listed its entire leased space at the Mortgaged Property on the market for sublease, though no prospective subtenant has been identified as of the Cut-off Date. As of the Cut-off Date, Centene Management is in occupancy and paying rent.
   

 

 A-1-38 

 

Footnotes to Annex A-1

 

(28) With respect to Loan No. 1, Pacific Design Center, the Largest Tenant, Cedars Sinai Medical Center, has the right to terminate the lease with respect to approximately 138,548 square feet of expansion space (the “Fifth Amendment Space”) leased pursuant to the fifth amendment of lease to the building known as the “blue building”, dated as of June 10, 2022, between the borrower and Cedars Sinai Medical Center (the “Fifth Amendment”) based on the following circumstances. Subject to the tenant fulfilling certain obligations, the borrower is required to use best efforts to cause the City of West Hollywood (the “City”) to confirm in writing, among other things, the tenant’s lawful ability to use the entirety of the Fifth Amendment Space for the permitted use set forth in the lease and that the Design Showroom Space Restriction is satisfied (the “City Confirmation”). Should an acceptable City Confirmation not be issued (other than as arising or related to the tenant’s plans), the tenant will be entitled to terminate the Fifth Amendment by (i) providing a 60-day written notice to the borrower and (ii) if no City Confirmation is issued within 60 days after the first notice, providing 10-days written notice. In addition, the borrower is seeking to permanently amend the development plan governing the Pacific Design Center Mortgaged Property to remove certain requirements. Should the borrower’s pursuit of the development plan amendment negatively impact the tenant’s rights under its various leases, including its permitted use, the allocated parking or increase in the tenant’s operating expenses, the tenant will have the right of termination as to space leased under the Fifth Amendment. In the case of any termination described in this paragraph, the borrower will be liable for all of the tenant’s reasonable actual out of pocket costs and expenses incurred in connection with the Fifth Amendment (including rent paid thereunder prior to the date of tenant’s termination), certain project conformity approval from the City and design, planning and engineering efforts associated with the Fifth Amendment space. In the event the borrower fails to reimburse tenant for such costs within ten business days of demand, the tenant is entitled to offset the same against rents coming due under the other leases that tenant has at the Mortgaged Property.

With respect to Loan No. 1, Pacific Design Center, the Third Largest Tenant, Pluto, Inc., has the ongoing right to terminate the lease for its entire space, the G900 suite (35,500 sq. ft. office space), upon providing the landlord written notice (the “Early Termination Notice”), effective  on or after any date (the “Early Termination Date”) after August 31, 2026 subject to, among other conditions, (ii) the Early Termination Date being no earlier than 180 days following delivery of the Early Termination Notice, and (ii) Pluto, Inc. paying to the landlord a termination fee equaling the sum of (x) the total amount of the base rent abated under the lease, (y) the landlord’s tenant improvement allowance contribution, and (z) the brokerage commissions paid and payable by the landlord in respect of the lease, each amortized over the term of the lease using a straight-line method of calculation

 

 A-1-39 

 

Footnotes to Annex A-1

 

  With respect to Loan No. 2, 1201 Third Avenue, the Largest Tenant, Perkins Coie, has the right to terminate its lease as of the end of any month occurring during the last two years of its term (which expires on December 31, 2026) with 15 months’ prior written notice and the payment of a termination fee equal to the number of square feet of the net rentable area of the premises immediately prior to the termination date multiplied by a certain early termination payment per rentable square foot corresponding to a termination effective January 1, 2025, set forth in the lease. In the event Perkins Coie exercises its termination option, a cash management sweep period may be triggered pursuant to the 1201 Third Avenue Whole Loan documents, subject to a cap of $90 per square foot.

With respect to Loan No. 2, 1201 Third Avenue, the Third Largest Tenant, Kimley-Horn, has the right to terminate its lease as of December 31, 2031, with notice by December 31, 2030, and the payment of a termination fee equal to (a) the sum of one month of monthly base rent and certain rent adjustment deposits at the rate that would have been applicable during the last 12 months of the lease term, plus (b) the unamortized portion as of the early termination date of the transactional costs equal to all costs paid or incurred by the landlord with respect to the premises, including, without limitation, leasing commissions, any construction costs for improvements or alterations, abatements and any other concessions amortized on a straight line basis.

With respect to Loan No. 2, 1201 Third Avenue, the Fourth Largest Tenant, Accolade, Inc., which leases approximately 4.0% of the net rentable area at such Mortgaged Property, has the right to terminate its lease as of October 31, 2027 with a written notice given by July 31, 2026 and the payment of the termination fee of $2,254,401.01.

With respect to Loan No. 3, CX - 250 Water Street, the sole tenant, E.R. Squibb & Sons LLC, has an option to terminate its 9th floor lease on the last day of the 10th lease year (October 31, 2032) with 18-30 months’ notice and a termination fee equal to an estimated $8.3 million.

With respect to Loan No. 10, Naugatuck Valley Shopping Center, the related borrower and the Fifth Largest Tenant, Staples, each have the right to terminate the Staples lease with 180 days notice.

With respect to Loan No. 12, Shoppes at Mid Rivers, the Fifth Largest Tenant, Old Navy, has the right to unilaterally terminate its lease with 30 days written notice if Old Navy’s gross sales between the 72nd full calendar month and the 84th full calendar month of its lease term (the “Termination Measuring Period”) do not equal or exceed $3,500,000 and such required notice is provided at any time during the first 3 full calendar months after the Termination Measuring Period. If Old Navy terminates its lease pursuant to the terms of the lease, Old Navy will be required to pay to landlord upon the effective date of the termination an amount equal to, as of the date of termination, the remaining unamortized (i.e., amortized over a straight-line basis over the original term of Old Navy’s lease) construction allowance (initially, $334,425), calculated at the rate of $25.00 per square foot of the gross leasable area of the Old Navy’s leased space, plus taxes, if applicable) and the remaining unamortized fee paid to broker pursuant to the terms of the lease.

With respect to Loan No. 17, The Grove, the Fourth Largest Tenant, Popshelf  has a one-time right to terminate its lease within the first six months of the sixth lease year in the event that its gross sales do not exceed $1,700,000 in the fifth lease year.

With respect to Loan No. 22, Dollar Walgreens Portfolio, the Second Largest Tenant Walgreens, at the Walgreens and Dollar Tree – Oak Park Mortgaged Property, has the right to terminate its lease effective on October 31, 2027 upon at least six months’ prior notice.
   

 

 A-1-40 

 

Footnotes to Annex A-1

 

(29) Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten NOI and/or Occupancy may not be in physical occupancy, may not have begun paying rent or may be in negotiation. With respect to the largest 15 Mortgage Loans and certain tenants representing more than 25% of the net rentable area of a Mortgaged Property, see “Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations¬—Other” in this Preliminary Prospectus.

The tenants shown in Annex A–1 have signed leases but may or may not be open for business as of the Cut–off Date.

With respect to Loan No. 1, Pacific Design Center, the Largest Tenant, Cedars Sinai Medical Center, currently occupies 259,653 sq. ft. of space at the Pacific Design Center Property, with 46,151 sq. ft. of office space and 213,502 sq. ft. of lab space (inclusive of the 138,548 of Design SR sq. ft. that is expected to be converted to lab space. We cannot assure you that the conversion will be completed as expected or at all.). The tenant signed a non-binding letter of intent for an additional 19,696 sq. ft. of office space on a lease expected to commence on July 1, 2024, which is currently classified as “Office”. We cannot assure you that the tenant will take occupancy or begin paying rent as expected or at all. The tenant has a weighted-average remaining lease term of approximately 11.7 years.

With respect to Loan No. 2, 1201 Third Avenue, the Third Largest Tenant, Kimley-Horn, which leases 4.1% of the net rentable area at such Mortgaged Property, has executed its lease but has not yet taken occupancy.  The Kimley-Horn lease is expected to commence on January 1, 2024. At loan origination, $3,755,350 was reserved for free or gap rent for various tenants, including approximately $1,396,142 allocable to Kimley-Horn.

With respect to Loan No. 3, CX - 250 Water Street, the sole tenant, E.R. Squibb & Sons LLC, representing approximately 98.7% of the net rentable area at the Mortgaged Property, is currently building out its space and is expected to take occupancy in the third quarter 2023. E.R. Squibb & Sons LLC has commenced making rental payments.  Underwritten rent for E.R. Squibb & Sons LLC, whose parent company and lease guarantor is investment grade rated Bristol-Myers Squibb Company, includes $5,689,409 of straight-line average rent credit through the loan term.

With respect to Loan No. 4, Green Acres, the Largest Tenant, Macy’s, leases 266,676 sq. ft. expiring on August 18, 2026 and 123,827 sq. ft. expiring on July 31, 2034.

With respect to Loan No. 9, 9200 Calumet Industrial, the Largest Tenant, Pepsi (44.0% of NRA), leases 252,000 sq. ft. expiring October 31, 2031 and 147,588 sq. ft. expiring May 31, 2033.

With respect to Loan No. 11, One Campus Martius, the Second Largest Tenant, Centene Management, is a successor-in-interest to Meridian Health, which had been at the Mortgaged Property since December 2014 and assigned its entire interest in its lease to Centene Management on June 29, 2022, shortly after loan origination. According to the borrower sponsor, Centene Management, whose current lease term expires in December 2024, has listed its entire leased space at the Mortgaged Property on the market for sublease, though no prospective subtenant has been identified as of the Cut-off Date. As of the Cut-off Date, Centene Management is in occupancy and paying rent.

 

 A-1-41 

 

Footnotes to Annex A-1

 

(30) With respect to Loan No. 1, Pacific Design Center, the Largest Tenant, Cedars Sinai Medical Center, has the right to terminate the lease with respect to approximately 138,548 square feet of expansion space (the “Fifth Amendment Space”) leased pursuant to the fifth amendment of lease to the building known as the “blue building”, dated as of June 10, 2022, between the borrower and Cedars Sinai Medical Center (the “Fifth Amendment”) based on the following circumstances. Subject to the tenant fulfilling certain obligations, the borrower is required to use best efforts to cause the City of West Hollywood (the “City”) to confirm in writing, among other things, the tenant’s lawful ability to use the entirety of the Fifth Amendment Space for the permitted use set forth in the lease and that the Design Showroom Space Restriction is satisfied (the “City Confirmation”). Should an acceptable City Confirmation not be issued (other than as arising or related to the tenant’s plans), the tenant will be entitled to terminate the Fifth Amendment by (i) providing a 60-day written notice to the borrower and (ii) if no City Confirmation is issued within 60 days after the first notice, providing 10-days written notice. In addition, the borrower is seeking to permanently amend the development plan governing the Pacific Design Center Mortgaged Property to remove certain requirements. Should the borrower’s pursuit of the development plan amendment negatively impact the tenant’s rights under its various leases, including its permitted use, the allocated parking or increase in the tenant’s operating expenses, the tenant will have the right of termination as to space leased under the Fifth Amendment. In the case of any termination described in this paragraph, the borrower will be liable for all of the tenant’s reasonable actual out of pocket costs and expenses incurred in connection with the Fifth Amendment (including rent paid thereunder prior to the date of tenant’s termination), certain project conformity approval from the City and design, planning and engineering efforts associated with the Fifth Amendment space. In the event the borrower fails to reimburse tenant for such costs within ten business days of demand, the tenant is entitled to offset the same against rents coming due under the other leases that tenant has at the Mortgaged Property.

With respect to Loan No. 1, Pacific Design Center, the Third Largest Tenant, Pluto, Inc., has the ongoing right to terminate the lease for its entire space, the G900 suite (35,500 sq. ft. office space), upon providing the landlord written notice (the “Early Termination Notice”), effective  on or after any date (the “Early Termination Date”) after August 31, 2026 subject to, among other conditions, (ii) the Early Termination Date being no earlier than 180 days following delivery of the Early Termination Notice, and (ii) Pluto, Inc. paying to the landlord a termination fee equaling the sum of (x) the total amount of the base rent abated under the lease, (y) the landlord’s tenant improvement allowance contribution, and (z) the brokerage commissions paid and payable by the landlord in respect of the lease, each amortized over the term of the lease using a straight-line method of calculation.
With respect to Loan No. 2, 1201 Third Avenue, the Largest Tenant, Perkins Coie, has the right to terminate its lease as of the end of any month occurring during the last two years of its term (which expires on December 31, 2026) with 15 months’ prior written notice and the payment of a termination fee equal to the number of square feet of the net rentable area of the premises immediately prior to the termination date multiplied by a certain early termination payment per rentable square foot corresponding to a termination effective January 1, 2025, set forth in the lease. In the event Perkins Coie exercises its termination option, a cash management sweep period may be triggered pursuant to the 1201 Third Avenue Whole Loan documents, subject to a cap of $90 per square foot.

With respect to Loan No. 2, 1201 Third Avenue, the Third Largest Tenant, Kimley-Horn, has the right to terminate its lease as of December 31, 2031, with notice by December 31, 2030, and the payment of a termination fee equal to (a) the sum of one month of monthly base rent and certain rent adjustment deposits at the rate that would have been applicable during the last 12 months of the lease term, plus (b) the unamortized portion as of the early termination date of the transactional costs equal to all costs paid or incurred by the landlord with respect to the premises, including, without limitation, leasing commissions, any construction costs for improvements or alterations, abatements and any other

 

 A-1-42 

 

Footnotes to Annex A-1

 

  concessions amortized on a straight line basis.

With respect to Loan No. 2, 1201 Third Avenue, the Fourth Largest Tenant, Accolade, Inc., which leases approximately 4.0% of the net rentable area at such Mortgaged Property, has the right to terminate its lease as of October 31, 2027 with a written notice given by July 31, 2026 and the payment of the termination fee of $2,254,401.01.
   
  With respect to Loan No. 3, CX - 250 Water Street, the sole tenant, E.R. Squibb & Sons LLC, has an option to terminate its 9th floor lease on the last day of the 10th lease year (October 31, 2032) with 18-30 months’ notice and a termination fee equal to an estimated $8.3 million.

With respect to Loan No. 10, Naugatuck Valley Shopping Center, the related borrower and the Fifth Largest Tenant, Staples, each have the right to terminate the Staples lease with 180 days notice.

With respect to Loan No. 12, Shoppes at Mid Rivers, the Fifth Largest Tenant, Old Navy, has the right to unilaterally terminate its lease with 30 days written notice if Old Navy’s gross sales between the 72nd full calendar month and the 84th full calendar month of its lease term (the “Termination Measuring Period”) do not equal or exceed $3,500,000 and such required notice is provided at any time during the first 3 full calendar months after the Termination Measuring Period. If Old Navy terminates its lease pursuant to the terms of the lease, Old Navy will be required to pay to landlord upon the effective date of the termination an amount equal to, as of the date of termination, the remaining unamortized (i.e., amortized over a straight-line basis over the original term of Old Navy’s lease) construction allowance (initially, $334,425), calculated at the rate of $25.00 per square foot of the gross leasable area of the Old Navy’s leased space, plus taxes, if applicable) and the remaining unamortized fee paid to broker pursuant to the terms of the lease.

With respect to Loan No. 17, The Grove, the Fourth Largest Tenant, Popshelf  has a one-time right to terminate its lease within the first six months of the sixth lease year in the event that its gross sales do not exceed $1,700,000 in the fifth lease year.

With respect to Loan No. 22, Dollar Walgreens Portfolio, the Second Largest Tenant Walgreens, at the Walgreens and Dollar Tree – Oak Park Mortgaged Property, has the right to terminate its lease effective on October 31, 2027 upon at least six months’ prior notice.
   

 

 A-1-43 

 

Footnotes to Annex A-1

 

(31) Tenants under certain leases included in the Underwritten Net Cash Flow, Underwritten NOI and/or Occupancy may not be in physical occupancy, may not have begun paying rent or may be in negotiation. With respect to the largest 15 Mortgage Loans and certain tenants representing more than 25% of the net rentable area of a Mortgaged Property, see “Description of the Mortgage Pool—Tenant Issues—Lease Expirations and Terminations¬—Other” in this Preliminary Prospectus.

The tenants shown in Annex A–1 have signed leases but may or may not be open for business as of the Cut–off Date.

With respect to Loan No. 1, Pacific Design Center, the Largest Tenant, Cedars Sinai Medical Center, currently occupies 259,653 sq. ft. of space at the Pacific Design Center Property, with 46,151 sq. ft. of office space and 213,502 sq. ft. of lab space (inclusive of the 138,548 of Design SR sq. ft. that is expected to be converted to lab space. We cannot assure you that the conversion will be completed as expected or at all.). The tenant signed a non-binding letter of intent for an additional 19,696 sq. ft. of office space on a lease expected to commence on July 1, 2024, which is currently classified as “Office”. We cannot assure you that the tenant will take occupancy or begin paying rent as expected or at all. The tenant has a weighted-average remaining lease term of approximately 11.7 years.

With respect to Loan No. 2, 1201 Third Avenue, the Third Largest Tenant, Kimley-Horn, which leases 4.1% of the net rentable area at such Mortgaged Property, has executed its lease but has not yet taken occupancy.  The Kimley-Horn lease is expected to commence on January 1, 2024. At loan origination, $3,755,350 was reserved for free or gap rent for various tenants, including approximately $1,396,142 allocable to Kimley-Horn.

With respect to Loan No. 3, CX - 250 Water Street, the sole tenant, E.R. Squibb & Sons LLC, representing approximately 98.7% of the net rentable area at the Mortgaged Property, is currently building out its space and is expected to take occupancy in the third quarter 2023. E.R. Squibb & Sons LLC has commenced making rental payments.  Underwritten rent for E.R. Squibb & Sons LLC, whose parent company and lease guarantor is investment grade rated Bristol-Myers Squibb Company, includes $5,689,409 of straight-line average rent credit through the loan term.

With respect to Loan No. 4, Green Acres, the Fourth Largest Tenant, BJ’s Wholesale Club, leases 127,750 sq. ft. and includes a recently executed lease for a 5,000 sq. ft. fueling station that has an expected rent commencement date of September 1, 2023.

With respect to Loan No. 4, Green Acres, the Ninth Largest Tenant, Primark, leases 49,069 sq. ft. and is expected to take occupancy in May 2023.

With respect to Loan No. 6, Scottsdale Fashion Square, the Sixth Largest Tenant, Life Time Fitness, leases 37,000 sq. ft. and opened in March 2023.

With respect to Loan No. 8, 100 Jefferson Road, the Largest Tenant, J&J Farms Creamery, which leases 36.5% of the net rentable area at such Mortgaged Property, has executed its lease but has not yet taken occupancy. The J&J Farms Creamery lease is expected to commence in March of 2023. 
With respect to Loan No. 9, 9200 Calumet Industrial, the largest tenant, Pepsi, representing approximately 44.0% of the net rentable area, leases its premises subject to two separate leases. The first lease, representing approximately 27.8% of the net rentable area at the Mortgaged Property, commenced May 1, 2003 and expires October 31, 2031. The second lease, representing approximately 16.3% of the net

 

 A-1-44 

 

Footnotes to Annex A-1

 

  rentable area at the Mortgaged Property, will commence following completion of certain tenant improvements required by such tenant’s lease, and will expire 124 months after the commencement date. Pepsi is currently not in occupancy of the premises demised pursuant to the second lease. Following commencement of the second Pepsi lease, Pepsi will be in a rent abatement period and is not required to begin paying rent until the sixth calendar month of the lease term. The borrower was required under such tenant’s lease to utilize commercially reasonable efforts to substantially complete all of the tenant improvements on or before January 3, 2023. As of the origination date of the 9200 Calumet Industrial Mortgage Loan, such tenant improvements had not been completed. Pepsi is entitled to one day of abated base rent for each day between January 3, 2023 and the day substantial completion of the tenant improvements has occurred, other than delays due to force majeure event or any delay caused by Pepsi, its agents, contractors or employees. After Pepsi has accrued thirty days of abated base rent by reason of a delay of thirty days, Pepsi is entitled to two day of abated base rent for each day of delay thereafter, through the day substantial completion of the tenant improvements has occurred. At origination of the Mortgage Loan, the borrower was required to reserve an amount equal to approximately $605,111 into a reserve account representing free rent and gap rent related to the second Pepsi lease. Until the lender has received acceptable evidence that such second Pepsi lease has commenced, the Mortgage Loan documents require that the borrower deposit a true up payment equal to approximately $453,833 on (i) March 1, 2023 and (ii) every third month thereafter. There can be no assurance that the expected improvements will be completed or that the second lease will commence as expected or at all.
   
  With respect to Loan No. 10, Naugatuck Valley Shopping Center, the third largest tenant,  Bob’s Store posted “store closing” and “moving” signs at the end of 2022. However, Bob’s Store is current on rent, has
not provided any notice to vacate and recently advised the borrower that it intended to convert to an outlet store format, rather than close.  However, there is no assurance that Bob’s Store will not close. Additionally, Red Crab Juicy Seafood is currently paying only partial rent payments and is in default. Excluding rental income from Bob’s Store and Red Crab Juicy Seafood, Underwritten NOI and Underwritten NCF are $2,776,308 and $2,552,763, respectively; U/W DSCR NOI / NCF are 1.46x and 1.34x, respectively; U/W Debt Yield NOI / NCF are 10.0% and 9.2%, respectively.

With respect to Loan No. 12, Shoppes at Mid Rivers, the Fifth Largest Tenant, Old Navy, has signed a lease and taken delivery of its space, but is currently in the process of building out its space and is not yet open for business. We cannot assure you that Old Navy will open for business as expected or at all.
   
(32) The following Mortgage Loans have one or more borrowers that own all or a portion of the related Mortgaged Property as tenants–in–common. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—– Tenancies–in–Common or Diversified Ownership” in this Preliminary Prospectus for further information.

• Loan No. 12, Shoppes at Mid Rivers
   

 

 A-1-45 

 

Footnotes to Annex A-1

 

(33) With respect to Loan No. 9, 9200 Calumet Industrial, to the extent that the tenant improvements and  leasing commissions balance falls below $500,000, the borrower is required to deposit into a tenant  improvement and leasing commission reserve, on a monthly basis, an amount equal to approximately $15,134 for tenant improvements and leasing commissions, capped at $1,250,0000.

With respect to Loan No. 10, Naugatuck Valley Shopping Center, the borrower deposited $500,000 into a tenant improvement and leasing commissions reserve at origination. On each monthly payment date, the borrower is required to deposit approximately $20,740 into the tenant improvement and leasing commissions reserve. The monthly escrow is waived until the upfront reserve amount falls below $200,000 and is subject to a cap of $500,000.

With respect to Loan No. 13, Crowne Plaza Union Station, the borrower is  required to deposit $45,563 during the calendar months of March, April, May, June, August, September, October and November into a seasonality reserve. The lender is required to disburse available funds in such account during the months of January, February, July, and December to the extent that the lender has determined in its reasonable discretion that there are insufficient funds in the cash management account to make required monthly payments during such months.

With respect to Loan No. 17, The Grove, the borrower will be required to deposit monthly an amount equal to 1/12th of the estimated annual taxes payable into a tax reserve account beginning in January 2024.

With respect to Loan No. 17, The Grove, the borrower will be required to deposit monthly, beginning in January 2024, an amount equal to 1/12th of the amount which would be sufficient to pay the insurance premiums due for the renewal of the coverage.
With respect to Loan No. 17, The Grove, the borrower will be required to deposit, beginning in January 2024, a monthly amount equal to $2,390.75 in the capital expenditure reserve.

With respect to Loan No. 17, The Grove, the borrower will be required to deposit, beginning in January 2024, a monthly amount equal to $11,384.50 into a leasing reserve. Beginning in January 2025, the borrower will be required to deposit a monthly amount equal to $8,538.38 in the leasing reserve.

With respect to Loan No. 22, Dollar Walgreens Portfolio, the borrowers will have no obligation to make the Leasing Reserve Monthly Deposit (an amount equal to approximately $6,527), on any Monthly Payment Date so long as no Trigger Period exists as well as the Leasing Reserve Cap not exceeding an amount equal to $325,000.

With respect to Loan No. 23, TownePlace Suites BWI Airport, the borrower will be required to pay $15,652.92 for the payment dates which occur in May 2023 through April 2024 and thereafter a consistent monthly amount for the payment dates in May through April of the following calendar year equal to the greater of (a) the monthly amount required to be reserved pursuant to the franchise agreement for the replacement of FF&E or (b) one-twelfth (1/12th) of 4% of the operating income of the Mortgaged Property for the previous twelve month period, with the consistent payment for each twelve month period as determined on the anniversary of the last day of the calendar month in which the origination date occurs.

With respect to Loan No. 25, Sylvan Heights, to the extent that the tenant improvements and  leasing commissions balance falls below $100,000, the borrower is required to deposit into a tenant  improvements and leasing commissions reserve, on a monthly basis, an amount equal to approximately $3,523 for tenant improvements and leasing commissions, capped at $200,000.
   

 

 A-1-46 

 

Footnotes to Annex A-1

 

(34) With respect to Loan No. 14, Hyatt Place Crocker Park, so long as the funds on deposit in the FF&E reserve account do not exceed the greater of (i) $1,400,000 or (ii) any stipulated aggregate amount, if any, of deposits required by the franchisor to be held on account of FF&E, on each monthly payment date, the borrower will be required to deposit into the FF&E reserve account an amount equal to the greater of (i) the amount of the deposit (if any) then required by the franchisor on account of FF&E under the franchise agreement and (ii) 1/12 of 5% (or if the franchise agreement permits a lesser percentage, the greater of that lesser percentage and 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 and (b) the projected annual gross revenues for the hotel related operations at the Mortgaged Property for the calendar year in which the applicable monthly payment date occurs as set forth in the approved annual budget, which amount shall be determined by the lender in its reasonable discretion if no approved annual budget exists for the applicable calendar year.  The amount of the required deposit shall be adjusted annually on the January monthly payment date, and was determined to be $24,798 for the 2023 calendar year.

With respect to Loan No. 21, Centers of High Point, the borrower deposited $59,926.67 on the origination date, for the purpose of creating a reserve to replicate the full, non-discounted payment of rents under leases for which tenants paid rents more than one month in advance (other than security deposits) prior to the loan closing date.
   
(35) With respect to the Mortgage Loans identified below, the lender is insured under an environmental insurance policy obtained (i) in lieu of obtaining a Phase II Environmental Site Assessment, (ii) in lieu of providing an indemnity or guaranty from a borrower sponsor or (iii) to address environmental conditions or concerns. For additional information, see “Risk Factors—Risks Related to the Mortgage Loans—Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses” and “Description of the Mortgage Pool—Mortgage Pool Characteristics—Environmental Considerations” in this Preliminary Prospectus.
 
 
 
  With respect to Loan No. 22, Dollar Walgreens Portfolio, the Family Dollar - Akron Mortgaged Property, is insured under an environmental insurance policy obtained in lieu of obtaining a Phase II Environmental Site Assessment.
   
(36)  

 

 A-1-47 

 

Footnotes to Annex A-1

 

(37) With respect to Loan No. 1, Pacific Design Center, future mezzanine debt is permitted in an amount up to $50,000,000 subject to the satisfaction of certain conditions including, among others, (i) immediately after giving effect to such debt (x) the combined loan-to-value ratio may not exceed 50.7%, (y) the net cash flow debt yield, as calculated in accordance with the Pacific Design Center Whole Loan documents, is at least 11.6% and (z) the combined net cash flow debt service coverage ratio is at least 1.72x, (ii) execution of a subordination and intercreditor agreement reasonably acceptable to the lender and substantially in the form attached to the Pacific Design Center Whole Loan, and (iii) receipt of a rating agency confirmation from each applicable rating agency.

With respect to Loan No. 4, Green Acres, the borrower is permitted to enter into a “Property-Assessed Clean Energy loan” (a “PACE Loan”) or other indebtedness for an amount not to exceed $10,000,000, without the consent of the lender or rating agency confirmation, which 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, and (ii) repaid through multi-year assessments against the Mortgaged Property. The lien resulting from any unpaid and delinquent PACE Loan payments would have property tax lien status.

With respect to Loan No. 5, Great Lakes Crossing Outlets, the borrower is permitted to enter into a PACE Loan or any similar indebtedness for an amount not to exceed $5,000,000, subject to the lender’s approval (not to be unreasonably withheld, conditioned or delayed) and delivery of a rating agency confirmation, which 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, and (ii) repaid through multi-year assessments against the Mortgaged Property. The lien resulting from any unpaid and delinquent PACE Loan payments would have property tax lien status.

With respect to Loan No. 6, Scottsdale Fashion Square, the borrower is permitted to enter into a PACE Loan or other indebtedness for an amount not to exceed $10,000,000, without the consent of the lender or rating agency confirmation, which 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, and (ii) repaid through multi-year assessments against the Mortgaged Property. The lien resulting from any unpaid and delinquent PACE Loan payments would have property tax lien status.

With respect to Loan No. 16, Riverport Tower, future mezzanine debt is permitted subject to the satisfaction of certain conditions including, among others, (i) immediately after giving effect to such debt (x) the combined loan-to-value ratio may not exceed 59.8%, (y) the net cash flow debt yield, as calculated in accordance with the Riverport Tower Whole Loan documents, is at least 12.93% and (z) the combined net cash flow debt service coverage ratio is at least 1.86x and (ii) execution of a subordination and intercreditor agreement reasonably acceptable to the lender and substantially in the form attached to the loan agreement.
(38) With respect to Loan No. 9, 9200 Calumet Industrial, the Mortgaged Property has a mezzanine loan of $8,500,000 originated by Equitrust Life Insurance Company with an interest rate of 9.5%.

With respect to Loan No. 11, One Campus Martius, the Mortgage Loan documents permit the direct or indirect owners of the borrower (other than any principal) to obtain one or more unsecured loans from affiliates of the borrower, provided each unsecured loan is (a) unsecured, (b) payable only out of excess cash flow from the Mortgaged Property, (c) subordinate in all respects to the Mortgage Loan pursuant to a subordination and standstill agreement satisfactory to the lender in its sole discretion, and (d) without a maturity date. The aggregate amount of all unsecured loans that may be entered into without the lender’s consent may not exceed 10.0% of the aggregate unpaid principal amount of all of the Mortgage Loan at any one time.

 

 A-1-48 

 

Footnotes to Annex A-1

 

  With respect to Loan No. 15, 1027 Filbert Street, the borrower’s leasehold interest is encumbered by a mortgage granted by the borrower to the Philadelphia Authority for Industrial Development (“PAID”), which mortgage secures, among other things, a promissory note granted by the borrower in favor of PAID dated January 31, 2012 in the original principal amount of $9,600,000. The borrower granted PAID a second note in the original principal amount of approximately $34,189,883. Additionally, the borrower and PAID entered into an installment sale agreement dated as of January 31, 2012 pursuant to which the borrower, among other things, granted PAID a security interest in certain collateral, including the gross revenues from the operation of the parking facility located on the Mortgaged Property. The lender received an intercreditor agreement with respect to the second mortgage loan and the unsecured loan pursuant to which, among other things, the second mortgage loan documents are subordinated to the 1027 Filbert Street Mortgage Loan and such second mortgage loan documents will provide no rights to PAID without the consent of the lender until such time as the 1027 Filbert Street Mortgage Loan has been repaid in full. Pursuant to the 1027 Filbert Street Mortgage Loan documents, provided no trigger period under such Mortgage Loan documents then exists, excess cash flow will be disbursed as follows: (x) 90.2% for each calendar month to the City of Philadelphia and (y) 9.8% for each calendar month to the Philadelphia Redevelopment Authority (“PRA”). If a trigger period exists, excess cash flow will be deposited in an excess cash flow account until such time as the trigger period expires, at which time any excess cash flow funds remaining in the excess cash flow account will be disbursed as follows: (x) 90.2% for each calendar month to the City of Philadelphia and (y) 9.8% for each calendar month to the PRA. See “Description of the Mortgage Loan-Additional Indebtedness-Other Secured Indebtedness” in this Preliminary Prospectus.
   
(39) With respect to Mortgage Loan No. 7, National Warehouse & Distribution Portfolio, the sole tenant at each of the respective mortgaged properties, CVB, Inc., is an affiliate of the related borrower. The guarantor of each tenant’s lease, Samuel Bert Malouf, is the guarantor of the National Warehouse & Distribution Portfolio Whole Loan.

With respect to Mortgage Loan No. 7, National Warehouse & Distribution Portfolio, at the 101 Michelin Drive property, CVB, Inc. currently leases approximately 818,486 square feet representing approximately 69.9% of net rentable area, and Michelin leases the remaining approximately 352,486 square feet, representing approximately 30.1% of net rentable area. The lease for the current tenant, Michelin, expires on July 31, 2023. Upon such expiration, CVB, Inc. will lease such space. It is assumed that CVB, Inc. is leasing 100% of the 101 Michelin Drive property.

With respect to Loan No. 8, 100 Jefferson Road, the Largest Tenant, J&J Farms Creamery, which leases approximately 36.5% of the net rentable area at the Mortgaged Property, is an affiliate of the borrower sponsor. The J&J Farms Creamery lease was executed at closing with the tenant expected to build out cold storage space. A parent guaranty was provided on the lease and the lease is full recourse until the cold storage space is built out.

With respect to Loan No. 11, One Campus Martius, each of the Largest Tenant, Rocket Mortgage, the Third Largest Tenant, Rock Ventures, the Fourth Largest Tenant, Building Amenities Wellness Center LLC, the sixth largest tenant, Building Amenities Daycare LLC, the seventh largest tenant, Toast Entertainment (event space floor), the ninth largest tenant, Building Amenities Cafeteria LLC, and the thirteenth largest tenant, StockX, which collectively lease approximately 58.2% of the net rentable area at the Mortgaged Property, are affiliates of the borrower sponsor.
   

 

 A-1-49 

 

Footnotes to Annex A-1

 

(40) With respect to Mortgage Loan No. 7, National Warehouse & Distribution Portfolio, the historical cash flows are not available as the Mortgaged Properties were recently acquired by the borrower sponsor between 2016 and 2022.

With respect to Loan No. 9, 9200 Calumet Industrial, the historical cash flows are not available as the Mortgaged Property was recently renovated in 2022 in connection with Pepsi executing an expansion lease.

With respect to Loan No. 18, Chatsworth Retail, the historical cash flows are not available as the Mortgaged Property was recently constructed in 2020 and 2021.

With respect to Mortgage Loan No. 19, CVS 5 Portfolio, the historical cash flows are not available as the Mortgaged Properties were recently acquired by the borrower sponsor.

With respect to Loan No. 21, Centers of High Point, one or more of the respective Mortgaged Properties were acquired by the related borrower or an affiliate of the borrower within 12 calendar months prior to the Cut-off Date and such borrower or affiliate was unable to provide the related Mortgage Loan Seller with historical financial information (or provided limited historical financial information) for such acquired Mortgaged Properties.

With respect to Mortgage Loan No. 22, Dollar Walgreens Portfolio, the historical cash flows are not available as the Mortgaged Properties were recently acquired by the borrower sponsor.
   
(41) With respect to Loan No. 1, Pacific Design Center, if at any point the balance in the tenant improvement and leasing commissions reserve falls below $3,000,000, the borrower will be required to deposit approximately $87,768 monthly until the balance in the reserve account reaches $5,000,000.

With respect to each of Loan No. 2, 1201 Third Avenue, Loan No. 3, CX – 250 Water Street, and Loan No. 20, Sentinel Square II, there is no separate non-recourse carveout guarantor, and the related single purpose entity borrower is the only indemnitor under the related environmental indemnity agreement.

With respect to Loan No. 4, Green Acres, at such time as the balance of the rollover account reaches an amount equal to 24 times the required monthly deposit without taking into account any amounts deposited therein in respect of lease termination and modification payments (the “Rollover Account Cap”), the borrowers’ obligation to make monthly deposits into the rollover account will be suspended until such time as the balance of the rollover account falls below the Rollover Account Cap, at which time, the borrowers’ obligation to make monthly deposits will be reinstated as of the immediately succeeding Monthly Payment Date. The borrowers’ upfront deposit of approximately $743,644 in respect of gap rent is not included in the calculation of the rollover reserve balance for purposes of calculating the Rollover Reserve Cap.

With respect to Loan No. 5, Great Lakes Crossing Outlets, on a monthly basis, the borrower is required to deposit approximately $21,626.36 during a Lockbox Event Period (as defined in Annex B to the Prospectus with respect to the Great Lakes Crossing Whole Loan) for replacement reserves. The amount of Replacement Reserve Funds on deposit in the Replacement Reserve Account at any given time may not exceed $519,032.72 in the aggregate (the "Replacement Reserve Cap") and accordingly, to the extent a Replacement Reserve Monthly Deposit would result in the aggregate amount of Replacement Reserve Funds in the Replacement Reserve Account to exceed the Replacement Reserve Cap, such Replacement Reserve Monthly Deposit will be decreased by an amount equal to such excess.

 

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Footnotes to Annex A-1

 

  With respect to Loan No. 5, Great Lakes Crossing Outlets, the borrower is permitted to deliver a letter of credit from an affiliate of the borrower or a reserve guaranty from an affiliate of the borrower, in lieu of any cash deposit for any reserve requirement for taxes, insurance, replacements, TI/LC and other reserves.

With respect to Loan No. 5, Great Lakes Crossing Outlets, for so long as one or more of The Taubman Realty Group LLC (“TRG”), Simon Property Group, L.P. (“SPG LP”) or Simon Property Group, Inc. (“Simon Inc.”) or an affiliate of TRG, SPG LP. or Simon Inc. is the non-recourse carveout guarantor, the non-recourse carveout guarantor’s aggregate liability is limited to 20% of the outstanding principal balance of the related Whole Loan, plus all of the reasonable out-of-pocket costs and expenses (including court costs and reasonable attorneys’ fees) incurred by the lender in the enforcement of the related guaranty or the preservation of the lender’s rights under such guaranty.

With respect to Loan No. 6, Scottsdale Fashion Square, the Capital Expenditure Reserve is funded during a trigger period in the amount of $0.25 multiplied by the NRA excluding non-collateral square feet, “Excluded Premises,” (Macy's, Nordstrom, Neiman Marcus, DICK’S Sporting Goods, Harkins Theatre, Life Time Fitness and any replacement tenant that leases all or substantially all of any such premises as defined in the related loan agreement) and any other tenant that is required to pay for all repairs and maintenance costs for its entire lased premises, roof and structural components resulting in a total sq. ft. of 805,331, divided by 12. The Capital Expenditure Account is subject to a cap of an amount equal to 24 times the required monthly deposit ($402,666).

With respect to Loan No. 6, Scottsdale Fashion Square, the Rollover Reserve is funded during a trigger period  in the amount of $1.00 multiplied by the NRA excluding non-collateral square feet and “Excluded Premises,” (Macy's, Nordstrom, Neiman Marcus, DICK’S Sporting Goods, Harkins Theatre, Life Time Fitness and any replacement tenant that leases all or substantially all of any such premises as defined in the related loan agreement) resulting in a total sq. ft. of 825,666, divided by 12. The Rollover Account is subject to a cap of an amount equal to 24 times the required monthly deposit ($1,651,332).

With respect to Loan No. 10, Naugatuck Valley Shopping Center, a cash management trigger period (due to debt service coverage ratio declining below 1.25x) and a cash sweep trigger period (due to debt service coverage ratio declining below 1.20x) took effect in or about April 2020 and are still in effect. As of the most recent determination date in December 2022, the debt service coverage ratio calculated in accordance with the Naugatuck Valley Shopping Center Mortgage Loan documents was 1.14x. Such debt service coverage ratio calculation excludes rents from the third largest tenant, Bob’s Store, which posted “store closing” and “moving” signs at the end of 2022, and Red Crab Juicy Seafood, which is paying only partial rent payments and is in default. Bob’s Store is current on rent, has not provided any notice to vacate and recently advised the borrower that it intended to convert to an outlet store format, rather than close.  However, there is no assurance that Bob’s Store will not close. In August 2022, the borrower and the lender entered into a Forbearance and Modification Agreement, pursuant to which the borrower acknowledged that events of default existed, because the borrower had failed to deposit all rents into the lockbox account. The Forbearance and Modification Agreement allowed the borrower to forbear the deposit of undelivered excess cash flows until the end of the forbearance period (which expired in December 2022).  
            
With respect to Loan No. 10, Naugatuck Valley Shopping Center, a $50,000 credit for the $500,000 tenant improvement and leasing commissions escrow was underwritten. The $500,000 initial deposit was placed into a reserve at origination and disbursements can be made for tenant improvements and leasing commissions.

 

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