FWP 1 n770_anxa1-x6.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206361-06
     

 

     
     
  Free Writing Prospectus dated October 25, 2016  
     
  The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (866) 669-7629 or by emailing the ABS Syndicate Desk at abs_synd@jpmorgan.com.  
     
  The information in this file (the “File”) is an electronic copy of the information set forth in the Appendix titled “Certain Characteristics of the Mortgage Loans and Mortgage Properties” to the prospectus. This File does not contain all information that is required to be included in the prospectus. This File should be reviewed only in conjunction with the entire prospectus. Prospective investors are advised to read carefully, and should rely on, the prospectus relating to the certificates referred to herein in making their investment decision.  
     
  The information in this File may be amended and/or supplemented prior to the time of sale. The information in this File supersedes any contrary information contained in any prior File relating to the certificates and will be superseded by any contrary information contained in any subsequent File prior to the time of sale.  
     
  Methodologies used in deriving certain information contained in this File are more fully described elsewhere in the prospectus. The information in this File should not be viewed as projections, forecasts, predictions or opinions with respect to value.  
     
  Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system.  
     

 

 

 

 

ANNEX A-1

                                 
                Number of Property   Property   Year    Unit of      Occupancy
Loan # Seller(1) Property Name Street Address City State Zip Code County Properties Type Subtype Year Built Renovated Units(2) Measure Occupancy %(3) Date
1 JPMCB 9 West 57th Street 9 West 57th Street New York NY 10019 New York 1 Office CBD 1972   1,680,218 Square Feet 63.5% 06/01/16
2 GACC 10 Hudson Yards 10 Hudson Yards New York NY 10001 New York 1 Office CBD 2016   1,813,465 Square Feet 93.2% 07/01/16
3 GACC Starbucks Center 2401 & 2701 Utah Avenue South Seattle WA 98134 King 1 Mixed Use Office/Retail 1912, 1915, 1993 2001 1,506,716 Square Feet 93.0% 08/01/16
4 JPMCB Fresno Fashion Fair Mall 645 East Shaw Avenue Fresno CA 93710 Fresno 1 Retail Super Regional Mall 1970 2003 536,093 Square Feet 88.2% 08/31/16
5 JPMCB Windsor Square 9609, 9623 and 9949 East Independence Boulevard Matthews NC 28105 Mecklenburg 1 Retail Anchored 1986 2014 661,156 Square Feet 93.6% 08/31/16
6 JPMCB PNC Center 101-115 West Washington Street Indianapolis IN 46204 Marion 1 Office CBD 1977   636,558 Square Feet 93.8% 07/13/16
7 GACC Nashville Technology Office Campus 1 Dell Parkway Nashville TN 37217 Davidson 1 Office Suburban 2000 2015 346,294 Square Feet 100.0% 08/14/16
8 GACC 60 Madison Avenue 60 Madison Avenue New York NY 10010 New York 1 Office CBD 1910 2013 217,534 Square Feet 96.6% 09/30/16
9 JPMCB Moffett Gateway 1225-1265 Crossman Avenue Sunnyvale CA 94089 Santa Clara 1 Office Suburban 2016   612,691 Square Feet 100.0% 11/01/16
10 JPMCB 693 Fifth Avenue 693 Fifth Avenue New York NY 10022 New York 1 Mixed Use Retail/Office 1993 2015 96,514 Square Feet 57.1% 09/30/16
11 JPMCB Embassy Suites Monterey Bay Seaside 1441 Canyon Del Rey Boulevard Seaside CA 93955 Monterey 1 Hotel Full Service 1995 2015 225 Rooms 83.9% 06/30/16
12 GACC Westin Memphis 170 Lt. George W Lee Avenue Memphis TN 38103 Shelby 1 Hotel Full Service 2007   203 Rooms 81.8% 07/31/16
13 JPMCB 1 Kaiser Plaza 1 Kaiser Plaza Oakland CA 94612 Alameda 1 Office CBD 1971   531,928 Square Feet 94.9% 06/30/16
14 JPMCB The Hamptons 350 Rucker Lane Statesboro GA 30458 Bulloch 1 Multifamily Student 2015   668 Beds 97.2% 09/01/16
15 GACC Riverside Center 328 & 332 Front Street South and 102 Jay Street La Crosse WI 54601 La Crosse 1 Office CBD 2006, 2008, 2011   272,596 Square Feet 100.0% 11/06/16
16 JPMCB Salesforce Tower 111 Monument Circle and 120 North Pennsylvania Street Indianapolis IN 46204 Marion 1 Office CBD 1959, 1990 1993 1,105,117 Square Feet 86.1% 07/11/16
17 GACC 100 Oceangate 100 Oceangate Long Beach CA 90802 Los Angeles 1 Office CBD 1972 2006 230,782 Square Feet 87.5% 09/30/16
18 JPMCB 100 East Wisconsin Avenue 100 East Wisconsin Avenue and 720 North Water Street Milwaukee WI 53202 Milwaukee 1 Office CBD 1988-1989   435,443 Square Feet 82.0% 07/08/16
19 GACC Shops at Avenue North 1600 North Broad Street Philadelphia PA 19121 Philadelphia 1 Retail Anchored 2006   94,014 Square Feet 100.0% 09/26/16
20 JPMCB Arborwood at Mann Road Apartments 6702 Trunk Way Indianapolis IN 46221 Marion 1 Multifamily Garden 2015   260 Units 95.0% 08/01/16
21 GACC Riverwood Corporate Center I & III N19 W24400 and N19 W24200 Riverwood Drive Pewaukee WI 53188 Waukesha 1 Office Suburban 2000, 2003   180,198 Square Feet 98.1% 09/01/16
22 JPMCB Westfield San Francisco Centre 865 Market Street San Francisco CA 94103 San Francisco 1 Mixed Use Super Regional Mall/Office 1908, 1988 2006 794,521 Square Feet 95.6% 04/30/16
23 GACC Lake Pointe Corporate Center 2850 & 2875 South Decker Lake Drive West Valley City UT 84119 Salt Lake 1 Office Suburban 1995, 1998   178,388 Square Feet 99.9% 09/30/16
24 GACC Beacon South Beach 720 Ocean Drive Miami Beach FL 33139 Miami-Dade 1 Hotel Full Service 1937 2013 75 Rooms 90.8% 08/31/16
25 GACC Sorrento Pines 4106, 4110, 4116 & 4122 Sorrento Valley Boulevard San Diego CA 92121 San Diego 1 Industrial Flex 1979 2012 114,656 Square Feet 100.0% 05/04/16
26 GACC Cambridge Office 185 & 205 Alewife Brook Parkway and 545 Concord Avenue Cambridge MA 02138 Middlesex 1 Office Suburban 1960, 1975, 1988 1987 107,036 Square Feet 95.9% 07/01/16
27 GACC Homewood Suites Troy 1495 Equity Drive Troy MI 48084 Oakland 1 Hotel Extended Stay 2002   150 Rooms 86.3% 07/31/16
28 JPMCB Bond Street Portfolio Various Various Various Various Various 4 Retail Unanchored Various   48,219 Square Feet 100.0% Various
28.01 JPMCB Lawrenceville Center 918-938 Duluth Highway Lawrenceville GA 30043 Gwinnett 1 Retail Unanchored 2016   17,454 Square Feet 100.0% 09/27/16
28.02 JPMCB Hamilton Crossing 254-260 Hamilton Crossing Drive Alcoa TN 37701 Blount 1 Retail Unanchored 2015   11,265 Square Feet 100.0% 09/26/16
28.03 JPMCB Fuquay Commons 720 North Judd Parkway Northeast Fuquay Varina NC 27526 Wake 1 Retail Unanchored 2011   10,400 Square Feet 100.0% 10/03/16
28.04 JPMCB Butler Crossing 1177 Broad Street Sumter SC 29150 Sumter 1 Retail Unanchored 2016   9,100 Square Feet 100.0% 09/26/16
29 GACC The Comeau Building West Palm Beach 319 Clematis Street West Palm Beach FL 33401 Palm Beach 1 Office CBD 1927 2014 86,166 Square Feet 98.9% 08/09/16
30 JPMCB Hampton Inn & Suites Albany 2628 Dawson Road Albany GA 31707 Dougherty 1 Hotel Limited Service 2013   94 Rooms 77.1% 06/30/16
31 GACC Coliseum Meadows 4896-5034 South Virginia Street Reno NV 89502 Washoe 1 Retail Anchored 1979 2007 46,520 Square Feet 86.7% 06/30/16
32 JPMCB Firethorne Retail Center 2721 & 2731 FM 1463 Road Katy TX 77494 Fort Bend 1 Retail Unanchored 2015, 2016   29,986 Square Feet 96.5% 06/01/16
33 GACC Conquistador Apartments 7575 Bellaire Boulevard Houston TX 77036 Harris 1 Multifamily High Rise 1964 2004 136 Units 94.9% 07/31/16
34 GACC ACG Manufactured Housing Portfolio II Various Various Various Various Various 4 Manufactured Housing Manufactured Housing Various Various 462 Pads 82.0% Various
34.01 GACC Winder Village Mobile Home Park 400 Fairview Avenue Winder GA 30680 Barrow 1 Manufactured Housing Manufactured Housing 1987   110 Pads 67.3% 05/12/16
34.02 GACC Heritage Estates 3438 Gordon Terry Parkway Trinity AL 35673 Morgan 1 Manufactured Housing Manufactured Housing 1995 2014 159 Pads 79.9% 05/01/16
34.03 GACC Wares MHC 4360 Pinson Valley Parkway Birmingham AL 35215 Jefferson 1 Manufactured Housing Manufactured Housing 1951   113 Pads 87.6% 05/12/16
34.04 GACC Mimosa MHC 5116 Pinson Valley Parkway Birmingham AL 35215 Jefferson 1 Manufactured Housing Manufactured Housing 1966   80 Pads 98.8% 05/12/16
35 JPMCB Holiday Inn: Cleveland East 7701 Reynolds Road Mentor OH 44060 Lake 1 Hotel Full Service 1973 2013 132 Rooms 68.0% 06/30/16
36 JPMCB 502 Henry Street 502 Henry Street Brooklyn NY 11231 Kings 1 Mixed Use Retail/Multifamily 1922   1,850 Square Feet 100.0% 05/10/16

 

A-1-1

 

 

ANNEX A-1

                                         
              Original   Current           Net          
      Appraised Appraisal Current Original Balance Current   Balance % of Initial Crossed Related   Interest   Admin. Mortgage   Monthly Debt Annual Debt   First  
Loan # Seller(1) Property Name Value ($)(4) Date LTV %(4) Balance ($)(5)(6) per Unit ($) Balance ($)(5)(6) per Unit ($) Pool Balance Loan Borrower(7) Rate %(8) Fee %(8) Rate %(8) Accrual Type Service ($)(9)(10) Service ($)(10) Note Date Payment Date
1 JPMCB 9 West 57th Street 3,400,000,000 07/28/16 29.8% 80,000,000 603 80,000,000 603 7.1% No No 2.85950 0.00965 2.84985 Actual/360 193,281.02 2,319,372.22 08/30/16 10/01/16
2 GACC 10 Hudson Yards 2,150,000,000 07/01/16 32.9% 80,000,000 390 80,000,000 390 7.1% No No 2.98333 0.00965 2.97368 Actual/360 201,651.23 2,419,814.76 08/01/16 09/06/16
3 GACC Starbucks Center 453,500,000 06/21/16 30.9% 65,000,000 93 65,000,000 93 5.8% No No 3.52400 0.01411 3.50989 Actual/360 193,534.49 2,322,413.88 09/14/16 11/06/16
4 JPMCB Fresno Fashion Fair Mall 565,000,000 08/24/16 57.5% 60,000,000 606 60,000,000 606 5.3% No No 3.58700 0.01411 3.57289 Actual/360 181,840.97 2,182,091.67 10/06/16 12/01/16
5 JPMCB Windsor Square 83,700,000 08/22/16 71.7% 60,000,000 91 60,000,000 91 5.3% No No 3.76700 0.02411 3.74289 Actual/360 278,448.46 3,341,381.52 09/30/16 11/01/16
6 JPMCB PNC Center 86,600,000 07/21/16 67.1% 58,260,000 92 58,094,309 91 5.2% No Yes - Group 1 3.87445 0.01411 3.86034 Actual/360 273,941.80 3,287,301.60 08/25/16 10/01/16
7 GACC Nashville Technology Office Campus 76,675,000 07/21/16 65.2% 50,000,000 144 50,000,000 144 4.4% No No 4.19000 0.01411 4.17589 Actual/360 244,216.85 2,930,602.20 09/15/16 11/01/16
8 GACC 60 Madison Avenue 200,000,000 08/01/16 50.0% 45,000,000 460 45,000,000 460 4.0% No No 3.50000 0.01090 3.48910 Actual/360 133,072.92 1,596,875.04 09/12/16 11/06/16
9 JPMCB Moffett Gateway 525,000,000 07/20/16 46.3% 43,000,000 397 43,000,000 397 3.8% No No 3.31940 0.01090 3.30850 Actual/360 208,985.71 2,507,828.57 09/22/16 11/01/16
10 JPMCB 693 Fifth Avenue 525,000,000 05/24/16 47.6% 42,500,000 2,590 42,500,000 2,590 3.8% No No 3.96600 0.01090 3.95510 Actual/360 223,533.56 2,682,402.72 06/10/16 08/01/16
11 JPMCB Embassy Suites Monterey Bay Seaside 62,000,000 06/01/16 68.0% 42,160,000 187,378 42,160,000 187,378 3.7% No No 4.20000 0.01411 4.18589 Actual/360 206,169.64 2,474,035.68 08/05/16 10/01/16
12 GACC Westin Memphis 64,700,000 06/17/16 61.8% 40,000,000 197,044 40,000,000 197,044 3.6% No No 4.57000 0.01411 4.55589 Actual/360 204,341.21 2,452,094.52 10/14/16 12/06/16
13 JPMCB 1 Kaiser Plaza 212,000,000 06/22/16 45.8% 37,100,000 183 37,100,000 183 3.3% No No 4.14000 0.01090 4.12910 Actual/360 129,772.71 1,557,272.50 06/30/16 08/01/16
14 JPMCB The Hamptons 47,700,000 09/06/16 70.2% 33,500,000 50,150 33,500,000 50,150 3.0% No No 4.17200 0.03411 4.13789 Actual/360 163,273.75 1,959,285.00 10/13/16 12/01/16
15 GACC Riverside Center 47,800,000 06/30/16 69.0% 33,000,000 121 33,000,000 121 2.9% No No 3.91000 0.01411 3.89589 Actual/360 155,839.62 1,870,075.44 09/13/16 11/06/16
16 JPMCB Salesforce Tower 181,100,000 07/21/16 59.6% 30,000,000 98 30,000,000 98 2.7% No Yes - Group 1 4.36690 0.01090 4.35600 Actual/360 110,688.78 1,328,265.42 08/25/16 10/01/16
17 GACC 100 Oceangate 46,500,000 09/22/16 64.5% 30,000,000 130 30,000,000 130 2.7% No No 3.61000 0.01411 3.59589 Actual/360 136,562.24 1,638,746.88 09/27/16 11/06/16
18 JPMCB 100 East Wisconsin Avenue 82,300,000 07/19/16 65.2% 28,800,000 124 28,718,093 123 2.6% No Yes - Group 1 3.87445 0.01411 3.86034 Actual/360 135,419.22 1,625,030.64 08/25/16 10/01/16
19 GACC Shops at Avenue North 38,690,000 01/01/17 69.9% 27,083,000 288 27,048,510 288 2.4% No No 4.20000 0.01411 4.18589 Actual/360 132,440.52 1,589,286.24 10/04/16 11/06/16
20 JPMCB Arborwood at Mann Road Apartments 36,100,000 08/02/16 72.9% 26,300,000 101,154 26,300,000 101,154 2.3% No No 4.44750 0.03161 4.41589 Actual/360 132,439.08 1,589,268.96 08/19/16 10/01/16
21 GACC Riverwood Corporate Center I & III 32,500,000 09/01/16 73.8% 24,000,000 133 24,000,000 133 2.1% No No 3.97500 0.01411 3.96089 Actual/360 114,234.03 1,370,808.36 09/30/16 11/06/16
22 JPMCB Westfield San Francisco Centre 1,220,000,000 04/27/16 35.5% 23,529,000 545 23,529,000 545 2.1% No No 3.39400 0.00965 3.38435 Actual/360 67,472.13 809,665.57 07/11/16 09/01/16
23 GACC Lake Pointe Corporate Center 26,700,000 08/12/16 74.9% 20,000,000 112 20,000,000 112 1.8% No No 4.04000 0.01411 4.02589 Actual/360 95,944.85 1,151,338.20 09/29/16 11/06/16
24 GACC Beacon South Beach 29,000,000 07/19/16 63.8% 18,500,000 246,667 18,500,000 246,667 1.6% No No 4.92000 0.01411 4.90589 Actual/360 98,409.46 1,180,913.52 10/18/16 12/06/16
25 GACC Sorrento Pines 26,100,000 04/11/16 69.0% 18,000,000 157 18,000,000 157 1.6% No No 5.12800 0.01411 5.11389 Actual/360 98,040.88 1,176,490.56 05/11/16 07/06/16
26 GACC Cambridge Office 37,000,000 08/16/16 47.6% 17,600,000 164 17,600,000 164 1.6% No No 4.02000 0.01411 4.00589 Actual/360 84,228.15 1,010,737.80 10/12/16 12/06/16
27 GACC Homewood Suites Troy 22,400,000 08/10/16 71.3% 16,000,000 106,667 15,982,269 106,548 1.4% No No 4.82000 0.01411 4.80589 Actual/360 84,139.99 1,009,679.88 10/05/16 11/06/16
28 JPMCB Bond Street Portfolio 18,950,000 Various 73.9% 14,000,000 290 14,000,000 290 1.2% No No 4.71700 0.01411 4.70289 Actual/360 72,752.41 873,028.92 10/14/16 12/01/16
28.01 JPMCB Lawrenceville Center 7,900,000 08/31/16   5,836,412   5,836,412   0.5%                    
28.02 JPMCB Hamilton Crossing 4,050,000 08/16/16   2,992,084   2,992,084   0.3%                    
28.03 JPMCB Fuquay Commons 3,600,000 08/23/16   2,659,631   2,659,631   0.2%                    
28.04 JPMCB Butler Crossing 3,400,000 03/01/17   2,511,873   2,511,873   0.2%                    
29 GACC The Comeau Building West Palm Beach 17,100,000 08/17/16 71.8% 12,300,000 143 12,269,943 142 1.1% No No 4.64000 0.01411 4.62589 Actual/360 63,349.63 760,195.56 09/06/16 10/06/16
30 JPMCB Hampton Inn & Suites Albany 14,500,000 06/01/16 69.0% 10,000,000 106,383 10,000,000 106,383 0.9% No No 4.84700 0.01411 4.83289 Actual/360 57,571.06 690,852.72 10/07/16 12/01/16
31 GACC Coliseum Meadows 11,500,000 07/21/16 67.8% 7,800,000 168 7,800,000 168 0.7% No No 4.35000 0.05411 4.29589 Actual/360 38,829.32 465,951.84 08/31/16 10/06/16
32 JPMCB Firethorne Retail Center 11,460,000 12/08/16 67.6% 7,750,000 258 7,750,000 258 0.7% No No 4.34000 0.05411 4.28589 Actual/360 38,534.78 462,417.36 10/07/16 12/01/16
33 GACC Conquistador Apartments 11,000,000 08/02/16 69.4% 7,650,000 56,250 7,630,262 56,105 0.7% No No 4.37000 0.01411 4.35589 Actual/360 38,172.76 458,073.12 08/30/16 10/06/16
34 GACC ACG Manufactured Housing Portfolio II 10,800,000 Various 64.4% 6,980,000 15,108 6,955,761 15,056 0.6% No No 4.82000 0.01411 4.80589 Actual/360 36,706.07 440,472.84 07/11/16 09/06/16
34.01 GACC Winder Village Mobile Home Park 3,140,000 06/08/16   2,029,370   2,022,323   0.2%                    
34.02 GACC Heritage Estates 2,950,000 06/10/16   1,906,574   1,899,953   0.2%                    
34.03 GACC Wares MHC 2,780,000 06/10/16   1,796,704   1,790,464   0.2%                    
34.04 GACC Mimosa MHC 1,930,000 06/10/16   1,247,352   1,243,020   0.1%                    
35 JPMCB Holiday Inn: Cleveland East 9,500,000 07/01/16 67.8% 6,450,000 48,864 6,443,114 48,811 0.6% No No 4.98000 0.06161 4.91839 Actual/360 34,546.20 414,554.40 09/16/16 11/01/16
36 JPMCB 502 Henry Street 6,500,000 04/01/16 38.4% 2,500,000 1,351 2,497,497 1,350 0.2% No No 5.25000 0.01411 5.23589 Actual/360 13,805.09 165,661.08 09/30/16 11/01/16

 

A-1-2

 

 

ANNEX A-1

                                     
      Partial IO Partial IO Loan Rem. Rem.     Payment Grace Period Grace Period     Final   Maturity/ARD   Maturity Prepayment
Loan # Seller(1) Property Name Last IO Payment First P&I Payment Term Amort I/O Period Seasoning Due Date (Late Payment) (Default) Maturity Date(11) ARD Loan(11) Mat Date(11) Balance ($)(5)   LTV %(4) Provision (Payments)(12)
1 JPMCB 9 West 57th Street     118 0 120 2 1 1 0 09/01/26 No   80,000,000   29.8% L(26),Def(87),O(7)
2 GACC 10 Hudson Yards     117 0 120 3 6 0 0 08/06/26 No   80,000,000   32.9% L(27),Def(88),O(5)
3 GACC Starbucks Center     119 0 120 1 6 0 0 10/06/26 Yes 10/06/28 65,000,000   30.9% L(25),Def(90),O(5)
4 JPMCB Fresno Fashion Fair Mall     120 0 120 0 1 5 0 11/01/26 No   60,000,000   57.5% L(24),DeforGrtr1%orYM(92),O(4)
5 JPMCB Windsor Square 10/01/19 11/01/19 119 360 36 1 1 0 0 10/01/26 No   51,604,924   61.7% L(25),Def(91),O(4)
6 JPMCB PNC Center     118 358 0 2 1 0 0 09/01/26 No   46,062,911   53.2% L(26),Def(91),O(3)
7 GACC Nashville Technology Office Campus 10/01/23 11/01/23 119 360 84 1 1 5 5 10/01/26 No   47,430,804   61.9% L(25),Def(91),O(4)
8 GACC 60 Madison Avenue     119 0 120 1 6 0 0 10/06/26 No   45,000,000   50.0% L(25),Def(91),O(4)
9 JPMCB Moffett Gateway 10/01/21 11/01/21 125 360 60 1 1 0 0 04/01/27 No   36,529,930   39.3% L(25),Def(94),O(7)
10 JPMCB 693 Fifth Avenue 07/01/18 08/01/18 116 300 24 4 1 0 0 07/01/26 No   33,344,171   37.4% L(25),Grtr1%orYM(91),O(4)
11 JPMCB Embassy Suites Monterey Bay Seaside 09/01/19 10/01/19 118 360 36 2 1 0 0 09/01/26 No   36,646,637   59.1% L(25),Grtr1%orYM(88),O(7)
12 GACC Westin Memphis     120 360 0 0 6 0 0 11/06/26 No   32,411,752   50.1% L(24),Def(92),O(4)
13 JPMCB 1 Kaiser Plaza     116 0 120 4 1 0 5 (Twice per year) 07/01/26 No   37,100,000   45.8% L(28),Def(88),O(4)
14 JPMCB The Hamptons 11/01/18 12/01/18 120 360 24 0 1 0 0 11/01/26 No   28,355,997   59.4% L(25),Grtr1%orYM(92),O(3)
15 GACC Riverside Center 10/06/19 11/06/19 119 360 36 1 6 0 0 10/06/26 No   28,483,885   59.6% L(25),Def(90),O(5)
16 JPMCB Salesforce Tower     118 0 120 2 1 0 0 09/01/26 No   30,000,000   59.6% L(26),Def(91),O(3)
17 GACC 100 Oceangate 10/06/21 11/06/21 119 360 60 1 6 0 0 10/06/26 No   27,041,345   58.2% L(25),Def(91),O(4)
18 JPMCB 100 East Wisconsin Avenue     118 358 0 2 1 0 0 09/01/26 No   22,770,543   51.7% L(26),Def(91),O(3)
19 GACC Shops at Avenue North     119 359 0 1 6 0 0 10/06/26 No   21,666,261   56.0% L(25),Def(90),O(5)
20 JPMCB Arborwood at Mann Road Apartments 09/01/19 10/01/19 118 360 36 2 1 0 0 09/01/26 No   22,994,468   63.7% L(25),Grtr1%orYM(92),O(3)
21 GACC Riverwood Corporate Center I & III 10/06/17 11/06/17 119 360 12 1 6 0 0 10/06/26 No   19,636,417   60.4% L(25),Def(91),O(4)
22 JPMCB Westfield San Francisco Centre     117 0 120 3 1 5 5 08/01/26 No   23,529,000   35.5% L(27),DeforGrtr1%orYM(89),O(4)
23 GACC Lake Pointe Corporate Center 10/06/19 11/06/19 119 360 36 1 6 0 0 10/06/26 No   17,318,063   64.9% L(25),Def(91),O(4)
24 GACC Beacon South Beach     120 360 0 0 6 0 0 11/06/26 No   15,167,158   52.3% L(24),Def(92),O(4)
25 GACC Sorrento Pines 06/06/18 07/06/18 115 360 24 5 6 0 0 06/06/26 No   15,625,677   59.9% L(29),Def(88),O(3)
26 GACC Cambridge Office 11/06/18 12/06/18 120 360 24 0 6 0 0 11/06/26 No   14,834,334   40.1% L(24),Def(92),O(4)
27 GACC Homewood Suites Troy     119 359 0 1 6 0 0 10/06/26 No   13,075,235   58.4% L(25),Def(91),O(4)
28 JPMCB Bond Street Portfolio 11/01/17 12/01/17 120 360 12 0 1 0 0 11/01/26 No   11,720,479   61.8% L(25),Grtr1%orYM(93),O(2)
28.01 JPMCB Lawrenceville Center                         4,886,110      
28.02 JPMCB Hamilton Crossing                         2,504,905      
28.03 JPMCB Fuquay Commons                         2,226,582      
28.04 JPMCB Butler Crossing                         2,102,883      
29 GACC The Comeau Building West Palm Beach     118 358 0 2 6 0 0 09/06/26 No   9,990,509   58.4% L(26),Def(90),O(4)
30 JPMCB Hampton Inn & Suites Albany     120 300 0 0 1 0 0 11/01/26 No   7,433,504   51.3% L(24),Def(93),O(3)
31 GACC Coliseum Meadows 09/06/19 10/06/19 118 360 36 2 6 0 0 09/06/26 No   6,804,125   59.2% L(26),Def(89),O(5)
32 JPMCB Firethorne Retail Center     120 360 0 0 1 0 0 11/01/26 No   6,230,161   54.4% L(25),Grtr1%orYM(92),O(3)
33 GACC Conquistador Apartments     118 358 0 2 6 0 0 09/06/26 No   6,156,297   56.0% L(26),Def(90),O(4)
34 GACC ACG Manufactured Housing Portfolio II     117 357 0 3 6 0 0 08/06/26 No   5,704,174   52.8% L(27),Def(89),O(4)
34.01 GACC Winder Village Mobile Home Park                         1,658,436      
34.02 GACC Heritage Estates                         1,558,085      
34.03 GACC Wares MHC                         1,468,297      
34.04 GACC Mimosa MHC                         1,019,357      
35 JPMCB Holiday Inn: Cleveland East     119 359 0 1 1 0 0 10/01/26 No   5,298,844   55.8% L(25),Grtr1%orYM(93),O(2)
36 JPMCB 502 Henry Street     119 359 0 1 1 0 0 10/01/26 No   2,071,785   31.9% L(25),Grtr1%orYM(92),O(3)

 

A-1-3

 

 

ANNEX A-1

 

      HISTORICAL FINANCIALS(13)
                               
      2013 2013 2013 2014 2014 2014 2015 2015 2015 Most Recent Most Recent Most Recent  
Loan # Seller(1) Property Name Revenues ($) Total Expenses ($) NOI ($) Revenues ($) Total Expenses ($) NOI ($) Revenues ($) Total Expenses ($) NOI ($) Revenues ($) Total Expenses ($) NOI ($) As of
1 JPMCB 9 West 57th Street 116,748,306 55,775,327 60,972,979 127,093,163 59,405,953 67,687,210 148,729,532 63,564,960 85,164,572 161,485,907 64,471,574 97,014,333 06/30/16
2 GACC 10 Hudson Yards                          
3 GACC Starbucks Center 22,904,823 6,983,351 15,921,473 23,444,437 6,920,178 16,524,259 23,257,602 7,084,361 16,173,241 22,573,473 7,094,458 15,479,016 06/30/16
4 JPMCB Fresno Fashion Fair Mall 31,587,519 6,451,070 25,136,449 32,794,192 6,442,883 26,351,309 33,828,408 5,653,406 28,175,002 33,789,630 5,728,731 28,060,898 06/30/16
5 JPMCB Windsor Square 6,340,579 1,665,051 4,675,528 6,535,850 1,752,552 4,783,298 6,649,614 1,800,799 4,848,816 6,965,954 1,820,649 5,145,304 07/31/16
6 JPMCB PNC Center 12,583,216 6,514,126 6,069,090 13,329,714 6,735,621 6,594,093 13,839,520 7,345,811 6,493,709 14,772,625 7,245,836 7,526,789 06/30/16
7 GACC Nashville Technology Office Campus                   3,664,344 1,094,112 2,570,232 06/30/16
8 GACC 60 Madison Avenue 8,821,740 3,216,614 5,605,126 7,712,836 3,823,892 3,888,944 11,139,178 4,706,673 6,432,505 12,010,368 4,930,755 7,079,613 06/30/16
9 JPMCB Moffett Gateway                          
10 JPMCB 693 Fifth Avenue       8,701,285 3,798,967 4,902,318 18,736,883 4,528,682 14,208,201 19,908,869 5,101,167 14,807,702 08/31/16
11 JPMCB Embassy Suites Monterey Bay Seaside 13,784,140 11,296,300 2,487,840 15,252,462 11,804,318 3,448,144 16,655,807 12,124,251 4,531,556 17,285,114 12,441,594 4,843,520 06/30/16
12 GACC Westin Memphis 14,937,112 10,688,944 4,248,168 15,323,039 10,604,529 4,718,510 16,336,744 11,077,219 5,259,525 16,564,180 11,115,572 5,448,608 07/31/16
13 JPMCB 1 Kaiser Plaza 13,704,072 7,386,059 6,318,013 17,631,874 8,349,112 9,282,762 15,981,958 8,094,580 7,887,377 17,030,101 8,384,414 8,645,687 06/30/16
14 JPMCB The Hamptons                   4,507,658 2,051,551 2,456,106 07/31/16
15 GACC Riverside Center                          
16 JPMCB Salesforce Tower 25,645,275 13,160,861 12,484,414 27,432,454 13,705,299 13,727,155 25,195,298 13,380,191 11,815,107 25,515,651 13,700,975 11,814,676 06/30/16
17 GACC 100 Oceangate 5,271,866 2,590,015 2,681,851 5,438,459 2,677,204 2,761,255 5,683,255 2,818,507 2,864,748 5,866,817 2,880,050 2,986,768 07/31/16
18 JPMCB 100 East Wisconsin Avenue 14,019,246 7,023,802 6,995,444 14,572,712 6,946,879 7,625,833 13,182,782 6,916,873 6,265,909 13,311,685 6,983,586 6,328,099 06/30/16
19 GACC Shops at Avenue North 3,031,069 759,126 2,271,943 2,885,602 650,632 2,234,970 3,041,671 772,405 2,269,266 2,993,455 696,565 2,296,890 08/31/16
20 JPMCB Arborwood at Mann Road Apartments                   2,707,472 1,130,192 1,577,280 07/31/16
21 GACC Riverwood Corporate Center I & III 3,859,430 1,634,796 2,224,634 3,849,289 1,600,261 2,249,028 3,647,199 1,587,784 2,059,415 3,808,374 1,588,422 2,219,952 07/31/16
22 JPMCB Westfield San Francisco Centre 84,120,789 35,722,327 48,398,462 84,621,362 36,493,338 48,128,023 88,603,550 37,649,371 50,954,179 90,654,772 38,690,784 51,963,988 03/31/16
23 GACC Lake Pointe Corporate Center 2,916,328 1,475,911 1,440,417 3,436,026 1,366,701 2,069,325 3,275,360 1,370,963 1,904,397 3,429,233 1,400,335 2,028,897 06/30/16
24 GACC Beacon South Beach 5,567,352 3,508,052 2,059,300 5,694,702 3,629,596 2,065,106 5,729,129 3,749,492 1,979,637 5,982,230 3,870,540 2,111,690 08/31/16
25 GACC Sorrento Pines 2,101,000 922,576 1,178,423 2,164,616 884,478 1,280,139 2,315,468 785,076 1,530,392 2,334,919 794,431 1,540,488 03/31/16
26 GACC Cambridge Office 2,782,888 1,286,107 1,496,781 2,845,750 1,317,910 1,527,840 2,839,501 1,410,821 1,428,680 3,012,907 1,363,594 1,649,313 06/30/16
27 GACC Homewood Suites Troy 4,955,478 3,392,106 1,563,372 5,339,085 3,529,063 1,810,022 5,681,631 3,693,679 1,987,952 5,775,199 3,661,465 2,113,734 07/31/16
28 JPMCB Bond Street Portfolio                          
28.01 JPMCB Lawrenceville Center                          
28.02 JPMCB Hamilton Crossing                          
28.03 JPMCB Fuquay Commons                          
28.04 JPMCB Butler Crossing                          
29 GACC The Comeau Building West Palm Beach       1,375,892 934,419 441,473 1,627,224 867,356 759,868 1,826,769 792,819 1,033,951 07/31/16
30 JPMCB Hampton Inn & Suites Albany       3,213,543 1,697,195 1,516,348 3,367,963 1,762,390 1,605,572 3,393,855 1,772,757 1,621,098 06/30/16
31 GACC Coliseum Meadows 1,122,917 275,941 846,976 1,048,061 273,235 774,826 1,052,532 319,902 732,630 1,095,366 340,069 755,297 06/30/16
32 JPMCB Firethorne Retail Center                   576,505 237,736 338,769 08/31/16
33 GACC Conquistador Apartments 1,092,296 523,328 568,968 1,175,082 574,009 601,073 1,307,893 620,484 687,409 1,395,680 604,806 790,874 07/31/16
34 GACC ACG Manufactured Housing Portfolio II 548,477 276,605 271,872 1,319,951 588,623 731,328 1,429,032 658,953 770,079 1,441,893 665,443 776,450 04/30/16
34.01 GACC Winder Village Mobile Home Park       316,332 137,728 178,604 356,021 155,083 200,938 362,033 163,754 198,279 04/30/16
34.02 GACC Heritage Estates       366,558 141,423 225,135 369,846 129,504 240,342 355,155 124,227 230,928 04/30/16
34.03 GACC Wares MHC 292,215 169,425 122,789 330,146 161,435 168,711 381,440 188,158 193,282 394,535 189,474 205,061 04/30/16
34.04 GACC Mimosa MHC 256,263 107,180 149,083 306,915 148,037 158,878 321,725 186,208 135,517 330,170 187,988 142,182 04/30/16
35 JPMCB Holiday Inn: Cleveland East 2,261,448 2,265,215 -3,766 4,001,487 2,982,784 1,018,702 4,053,797 3,150,872 902,926 3,904,809 3,111,204 793,605 06/30/16
36 JPMCB 502 Henry Street 132,000 37,950 94,050 145,200 38,200 107,000 191,800 42,300 149,500        

 

A-1-4

 

 

ANNEX A-1

                                 
      UW                          
      Economic UW UW Total UW UW Capital UW UW UW NCF UW NOI UW NCF   Ground Lease Ground Lease  
Loan # Seller(1) Property Name Occupancy % Revenues ($)(3) Expenses ($) NOI ($)(3)(14) Items ($) NCF ($)(3)(14) NOI DSCR(15) DSCR(15) Debt Yield % Debt Yield % Title Type(23) Expiration Extension Terms PML %
1 JPMCB 9 West 57th Street 66.9% 166,714,099 58,877,243 107,836,855 738,788 107,098,067 3.67 3.64 10.6% 10.6% Fee/Leasehold 05/22/98 None  
2 GACC 10 Hudson Yards 92.3% 136,011,383 44,496,991 91,514,392 1,894,321 89,620,071 4.27 4.18 12.9% 12.7% Fee      
3 GACC Starbucks Center 93.8% 24,472,536 7,275,564 17,196,971 1,407,089 15,789,882 3.44 3.16 12.3% 11.3% Fee     16%
4 JPMCB Fresno Fashion Fair Mall 89.6% 32,392,463 6,099,950 26,292,513 993,289 25,299,223 2.22 2.14 8.1% 7.8% Fee     7%
5 JPMCB Windsor Square 90.0% 7,183,448 1,726,445 5,457,003 553,249 4,903,754 1.63 1.47 9.1% 8.2% Fee      
6 JPMCB PNC Center 92.0% 14,835,508 7,776,255 7,059,253 1,082,149 5,977,104 2.15 1.82 12.2% 10.3% Fee      
7 GACC Nashville Technology Office Campus 95.0% 7,160,587 2,326,723 4,833,864 376,356 4,457,508 1.65 1.52 9.7% 8.9% Fee      
8 GACC 60 Madison Avenue 95.1% 14,042,996 5,250,144 8,792,852 798,056 7,994,796 2.48 2.25 8.8% 8.0% Fee      
9 JPMCB Moffett Gateway 95.0% 35,097,235 6,170,971 28,926,265 1,294,985 27,631,280 2.04 1.95 11.9% 11.4% Fee     15%
10 JPMCB 693 Fifth Avenue 86.9% 20,153,750 4,235,787 15,917,963 206,811 15,711,152 1.01 1.00 6.4% 6.3% Fee      
11 JPMCB Embassy Suites Monterey Bay Seaside 83.9% 17,237,808 12,579,694 4,658,114 0 4,658,114 1.88 1.88 11.0% 11.0% Leasehold 09/08/88 None 11%
12 GACC Westin Memphis 81.8% 16,564,180 11,115,572 5,448,608 662,567 4,786,041 2.22 1.95 13.6% 12.0% Fee     7%
13 JPMCB 1 Kaiser Plaza 94.2% 18,925,094 8,517,964 10,407,130 1,583,091 8,824,039 2.55 2.16 10.7% 9.1% Fee     14%
14 JPMCB The Hamptons 95.0% 4,887,605 2,110,456 2,777,149 66,800 2,710,349 1.42 1.38 8.3% 8.1% Fee      
15 GACC Riverside Center 95.0% 5,645,171 2,484,639 3,160,532 115,497 3,045,035 1.69 1.63 9.6% 9.2% Fee      
16 JPMCB Salesforce Tower 85.1% 27,585,123 13,874,433 13,710,690 1,878,699 11,831,991 2.87 2.47 12.7% 11.0% Fee      
17 GACC 100 Oceangate 82.3% 5,932,784 2,996,824 2,935,960 329,023 2,606,937 1.79 1.59 9.8% 8.7% Fee     19%
18 JPMCB 100 East Wisconsin Avenue 91.9% 13,565,502 7,399,060 6,166,442 783,797 5,382,645 2.03 1.77 11.5% 10.0% Fee      
19 GACC Shops at Avenue North 95.0% 3,145,868 701,445 2,444,423 177,497 2,266,926 1.54 1.43 9.0% 8.4% Leasehold 02/16/04 10, five-year options  
20 JPMCB Arborwood at Mann Road Apartments 95.0% 3,062,721 1,101,833 1,960,888 65,000 1,895,888 1.23 1.19 7.5% 7.2% Fee      
21 GACC Riverwood Corporate Center I & III 92.6% 4,032,975 1,641,659 2,391,316 300,311 2,091,005 1.74 1.53 10.0% 8.7% Fee      
22 JPMCB Westfield San Francisco Centre 95.6% 95,016,729 38,462,539 56,554,190 1,736,500 54,817,690 3.79 3.68 13.1% 12.7% Fee/Leasehold 06/30/43 One, 15-year option 13%
23 GACC Lake Pointe Corporate Center 93.0% 3,395,815 1,469,790 1,926,025 234,743 1,691,282 1.67 1.47 9.6% 8.5% Fee     10%; 9%
24 GACC Beacon South Beach 90.8% 5,982,230 3,902,767 2,079,463 239,289 1,840,174 1.76 1.56 11.2% 9.9% Fee      
25 GACC Sorrento Pines 95.8% 2,468,131 879,763 1,588,367 108,923 1,479,444 1.35 1.26 8.8% 8.2% Fee     14%
26 GACC Cambridge Office 95.0% 3,338,779 1,265,317 2,073,462 187,313 1,886,149 2.05 1.87 11.8% 10.7% Fee      
27 GACC Homewood Suites Troy 86.3% 5,775,199 3,695,496 2,079,703 231,008 1,848,695 2.06 1.83 13.0% 11.6% Fee      
28 JPMCB Bond Street Portfolio 95.0% 1,590,819 376,781 1,214,039 65,728 1,148,311 1.39 1.32 8.7% 8.2% Fee      
28.01 JPMCB Lawrenceville Center 95.0% 651,844 145,848 505,995 21,818 484,178         Fee      
28.02 JPMCB Hamilton Crossing 95.0% 347,046 89,296 257,750 24,332 233,418         Fee      
28.03 JPMCB Fuquay Commons 95.0% 286,025 54,675 231,350 12,480 218,870         Fee      
28.04 JPMCB Butler Crossing 95.0% 305,904 86,961 218,943 7,098 211,845         Fee      
29 GACC The Comeau Building West Palm Beach 93.0% 2,002,602 821,427 1,181,175 172,065 1,009,110 1.55 1.33 9.6% 8.2% Fee      
30 JPMCB Hampton Inn & Suites Albany 77.3% 3,393,855 1,812,289 1,581,567 0 1,581,567 2.29 2.29 15.8% 15.8% Fee      
31 GACC Coliseum Meadows 87.8% 1,156,454 356,804 799,650 58,353 741,297 1.72 1.59 10.3% 9.5% Fee     10%
32 JPMCB Firethorne Retail Center 95.0% 1,061,095 267,627 793,468 49,135 744,334 1.72 1.61 10.2% 9.6% Fee      
33 GACC Conquistador Apartments 93.2% 1,453,311 649,000 804,311 29,376 774,935 1.76 1.69 10.5% 10.2% Fee      
34 GACC ACG Manufactured Housing Portfolio II 77.6% 1,430,866 730,312 700,554 23,100 677,454 1.59 1.54 10.1% 9.7% Fee      
34.01 GACC Winder Village Mobile Home Park 62.5% 362,033 175,231 186,802 5,500 181,302         Fee      
34.02 GACC Heritage Estates 79.2% 348,900 155,086 193,814 7,950 185,864         Fee      
34.03 GACC Wares MHC 85.0% 394,535 204,461 190,074 5,650 184,424         Fee      
34.04 GACC Mimosa MHC 95.0% 325,398 195,533 129,865 4,000 125,865         Fee      
35 JPMCB Holiday Inn: Cleveland East 68.0% 3,847,212 2,974,158 873,055 0 873,055 2.11 2.11 13.6% 13.6% Fee      
36 JPMCB 502 Henry Street 79.6% 258,168 48,493 209,675 9,005 200,671 1.27 1.21 8.4% 8.0% Fee      

 

A-1-5

 

 

ANNEX A-1

 

      UPFRONT ESCROW(16)
                       
      Upfront Capex Upfront Engin. Upfront Envir. Upfront TI/LC Upfront RE Tax Upfront Ins. Upfront Debt Service Upfront Other Other Upfront
Loan # Seller(1) Property Name Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Description ($)
1 JPMCB 9 West 57th Street 0 287,500 0 25,000,000 9,417,640 264,333 0 29,524,018 Free Rent Reserve: 16,462,227.63; Outstanding TI/LC Reserve: 13,061,789.91
2 GACC 10 Hudson Yards 0 0 0 0 0 0 0 159,543,940 Remaining Construction Work Reserve: 90,969,679; Existing TI/LC Reserve: 34,414,188; Free Rent Reserve: 34,160,073
3 GACC Starbucks Center 0 0 177,500 455,670 13,389 165,278 0 303,780 Rent Concession Reserve
4 JPMCB Fresno Fashion Fair Mall 0 0 0 0 0 0 0 0  
5 JPMCB Windsor Square 6,570 140,580 0 37,083 296,096 0 0 197,132 Outstanding TI/LC Reserve
6 JPMCB PNC Center 1,135,169 0 0 1,579,570 1,025,511 0 0 675,401 Outstanding TI/LC Reserve: 558,272; Free Rent Reserve: 117,129
7 GACC Nashville Technology Office Campus 0 0 0 0 244,794 0 0 4,794,942 HCA Approved Leasing Expenses Reserve
8 GACC 60 Madison Avenue 0 0 0 0 634,439 55,000 0 2,729,411 Approved Leasing Expenses Reserve: 1,907,353.69; Free Rent Reserve: 822,056.89
9 JPMCB Moffett Gateway 0 0 0 0 180,864 0 0 86,961,915 Outstanding TI/LC Reserve: 49,386,882; Free Rent Reserve: 37,575,033
10 JPMCB 693 Fifth Avenue 0 0 0 0 0 0 0 3,327,853 Outstanding TI Reserve: 3,022,059.98; Free Rent Reserve: 305,792.73
11 JPMCB Embassy Suites Monterey Bay Seaside 0 0 0 0 50,866 0 0 6,050,000 PIP Reserve: 6,000,000; Ground Lease Reserve: 50,000
12 GACC Westin Memphis 0 0 0 0 0 170,743 0 3,047,500 PIP Reserve: 3,000,000; Ground Rent Reserve: 47,500
13 JPMCB 1 Kaiser Plaza 0 0 0 0 0 0 0 7,620,726 Outstanding TI/LC Reserve: 7,404,708; Free Rent Reserve: 216,018
14 JPMCB The Hamptons 5,567 0 0 0 29,899 9,781 0 0  
15 GACC Riverside Center 0 0 0 1,500,000 0 0 0 0  
16 JPMCB Salesforce Tower 4,250,420 0 0 138,140 2,338,627 0 0 28,978,312 Outstanding TI/LC Reserve: 20,896,672; Free Rent Reserve: 8,081,640
17 GACC 100 Oceangate 0 192,855 0 1,000,000 281,699 0 0 4,008,743 Future Lease Reserve: 2,750,000; Free Rent Reserve: 707,878.64; Approved Leasing Expenses Reserve: 550,864.25
18 JPMCB 100 East Wisconsin Avenue 427,803 397,000 0 1,554,500 1,872,485 0 0 1,265,150 Free Rent Reserve: 1,090,951; Outstanding TI/LC Reserve: 174,199
19 GACC Shops at Avenue North 0 40,625 0 0 53,332 0 0 181,166 AMC Full Rent Replication Reserve
20 JPMCB Arborwood at Mann Road Apartments 0 0 0 0 0 0 0 0  
21 GACC Riverwood Corporate Center I & III 0 0 0 0 82,696 0 0 180,144 Approved Leasing Expenses Reserve
22 JPMCB Westfield San Francisco Centre 0 0 0 0 0 0 0 4,300,000 Zara Lease Reserve
23 GACC Lake Pointe Corporate Center 864,246 25,750 0 150,000 385,668 0 0 0  
24 GACC Beacon South Beach 0 9,063 0 0 299,859 181,252 0 1,720,000 Holdback Reserve: 1,500,000; Seasonality Reserve: 220,000
25 GACC Sorrento Pines 0 0 0 111,079 44,583 21,270 0 0  
26 GACC Cambridge Office 0 0 0 0 342,242 0 0 0  
27 GACC Homewood Suites Troy 0 0 0 0 30,000 2,856 0 1,500,000 PIP Reserve
28 JPMCB Bond Street Portfolio 30,000 0 0 210,000 37,550 0 0 993,418 Jimmy John’s Reserve: 600,000; Outstanding TI/LC Reserve: 374,000; Free Rent Reserve: 19,418.47
28.01 JPMCB Lawrenceville Center                  
28.02 JPMCB Hamilton Crossing                  
28.03 JPMCB Fuquay Commons                  
28.04 JPMCB Butler Crossing                  
29 GACC The Comeau Building West Palm Beach 0 0 0 175,000 233,966 45,000 0 0  
30 JPMCB Hampton Inn & Suites Albany 11,317 0 0 0 94,760 5,448 0 0  
31 GACC Coliseum Meadows 0 0 0 0 7,917 0 0 203,453 Absolute Dental Reserve: 196,968; Free Rent Reserve: 6,485
32 JPMCB Firethorne Retail Center 375 0 0 3,598 142,295 0 0 436,521 Outstanding TI/LC Reserve: 413,871; Free Rent Reserve: 22,650
33 GACC Conquistador Apartments 150,000 12,200 0 0 78,455 0 0 300,000 Sprinkler Compliance Reserve
34 GACC ACG Manufactured Housing Portfolio II 0 291,081 0 0 78,945 6,842 0 0  
34.01 GACC Winder Village Mobile Home Park                  
34.02 GACC Heritage Estates                  
34.03 GACC Wares MHC                  
34.04 GACC Mimosa MHC                  
35 JPMCB Holiday Inn: Cleveland East 0 0 0 0 45,322 4,079 0 50,000 PIP Reserve
36 JPMCB 502 Henry Street 147 44,913 0 232 6,310 0 0 0  

 

A-1-6

 

 

ANNEX A-1

 

      MONTHLY ESCROW(17)
                   
      Monthly Capex Monthly Envir. Monthly TI/LC Monthly RE Tax Monthly Ins. Monthly Other Other Monthly
Loan # Seller(1) Property Name Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Reserve ($) Description ($)
1 JPMCB 9 West 57th Street 61,615 0 Springing 3,139,213 88,111 0  
2 GACC 10 Hudson Yards Springing 0 Springing Springing Springing Springing Owners Association Reserve
3 GACC Starbucks Center 25,112 Springing Springing 74,381 Springing 0  
4 JPMCB Fresno Fashion Fair Mall Springing 0 Springing Springing Springing 0  
5 JPMCB Windsor Square 6,570 0 37,083 24,000 Springing 0  
6 JPMCB PNC Center 10,610 0 79,570 176,100 Springing 0  
7 GACC Nashville Technology Office Campus 5,773 0 25,106 30,599 Springing 0  
8 GACC 60 Madison Avenue 3,626 0 Springing 158,610 Springing 0  
9 JPMCB Moffett Gateway 0 0 0 180,864 Springing 0  
10 JPMCB 693 Fifth Avenue 0 0 0 Springing Springing 0  
11 JPMCB Embassy Suites Monterey Bay Seaside 4% of Gross Revenues 0 0 25,600 Springing Excess Cash PIP Reserve: Excess Cash; Ground Lease Reserve: Springing
12 GACC Westin Memphis Springing 0 0 0 17,075 Springing PIP Reserve; Ground Rent Reserve
13 JPMCB 1 Kaiser Plaza 0 0 Springing Springing Springing 0  
14 JPMCB The Hamptons 5,567 0 0 29,899 9,781 0  
15 GACC Riverside Center Springing 0 Springing Springing Springing 0  
16 JPMCB Salesforce Tower 18,420 0 138,140 401,600 Springing 0  
17 GACC 100 Oceangate 4,765 0 38,122 49,113 Springing 0  
18 JPMCB 100 East Wisconsin Avenue 10,900 0 54,500 208,100 Springing 0  
19 GACC Shops at Avenue North 1,567 0 9,401 6,667 Springing 0  
20 JPMCB Arborwood at Mann Road Apartments 5,417 0 0 29,000 Springing 0  
21 GACC Riverwood Corporate Center I & III 3,754 0 21,774 27,565 Springing 0  
22 JPMCB Westfield San Francisco Centre Springing 0 Springing Springing Springing Springing Ground Rent Reserve
23 GACC Lake Pointe Corporate Center 2,974 0 17,096 35,061 Springing 0  
24 GACC Beacon South Beach 4% of Gross Revenues 0 0 24,988 18,125 Springing Seasonality Reserve
25 GACC Sorrento Pines 1,433 0 11,943 8,917 4,687 0  
26 GACC Cambridge Office 2,230 0 13,380 48,892 Springing 0  
27 GACC Homewood Suites Troy 4% of Gross Revenues 0 0 12,083 Springing 27,778 PIP Reserve: 27,777.78; Condominium Assessments Reserve: Springing
28 JPMCB Bond Street Portfolio Springing 0 Springing 17,596 Springing 0  
28.01 JPMCB Lawrenceville Center              
28.02 JPMCB Hamilton Crossing              
28.03 JPMCB Fuquay Commons              
28.04 JPMCB Butler Crossing              
29 GACC The Comeau Building West Palm Beach 1,436 0 14,361 23,397 Springing 0  
30 JPMCB Hampton Inn & Suites Albany 4% of Gross Revenues 0 0 7,897 1,362 Springing PIP Reserve
31 GACC Coliseum Meadows 775 0 5,621 3,958 Springing 0  
32 JPMCB Firethorne Retail Center 375 0 3,598 13,815 Springing 0  
33 GACC Conquistador Apartments 3,400 0 0 9,807 Springing 0  
34 GACC ACG Manufactured Housing Portfolio II 1,925 0 0 7,177 1,368 0  
34.01 GACC Winder Village Mobile Home Park              
34.02 GACC Heritage Estates              
34.03 GACC Wares MHC              
34.04 GACC Mimosa MHC              
35 JPMCB Holiday Inn: Cleveland East 4% of Gross Revenues 0 0 9,064 2,039 Springing PIP Reserve
36 JPMCB 502 Henry Street 147 0 232 1,882 Springing 0  

 

A-1-7

 

 

ANNEX A-1

 

      RESERVE CAPS(18)     LARGEST TENANT (3), (19), (20), (21)
                             
      CapEx Envir. TI/LC RE Tax Insur. Debt Service Other   Single     Lease
Loan # Seller(1) Property Name Reserve Cap ($) Reserve Cap ($) Reserve Cap ($) Reserve Cap ($) Reserve Cap ($) Reserve Cap ($) Reserve Cap ($)   Tenant Largest Tenant Unit Size Expiration
1 JPMCB 9 West 57th Street 2,500,000   25,000,000           No Kohlberg, Kravis, Roberts & Co. 196,124 12/31/20
2 GACC 10 Hudson Yards                 No Coach 693,938 07/31/36
3 GACC Starbucks Center 602,686 125% of estimated costs 15,067,160           No Starbucks 1,151,196 09/30/25
4 JPMCB Fresno Fashion Fair Mall 184,080   1,112,820           No JCPenney 153,769 11/30/17
5 JPMCB Windsor Square 236,520   1,335,000           No Sam’s Club 135,787 10/31/27
6 JPMCB PNC Center                 No PNC Bank, National Association 215,414 09/30/20
7 GACC Nashville Technology Office Campus 346,294               No Dell 226,779 07/31/22
8 GACC 60 Madison Avenue                 No Tapad Inc. 28,020 02/28/23
9 JPMCB Moffett Gateway                 Yes Google 612,691 03/31/27
10 JPMCB 693 Fifth Avenue                 No Valentino 14,425 07/31/29
11 JPMCB Embassy Suites Monterey Bay Seaside             PIP Reserve: 9,064,225   No      
12 GACC Westin Memphis                 No      
13 JPMCB 1 Kaiser Plaza     18,000,000           No Kaiser Foundation Health Plan, Inc. 366,777 02/28/25
14 JPMCB The Hamptons                 No      
15 GACC Riverside Center                 Yes UnitedHealthcare 272,596 06/30/28
16 JPMCB Salesforce Tower                 No Salesforce.com, Inc. 247,099 06/30/30
17 GACC 100 Oceangate     1,500,000           No 24 Hour Fitness 22,678 12/31/17
18 JPMCB 100 East Wisconsin Avenue                 No Michael Best & Friedrich LLP 89,725 12/31/19
19 GACC Shops at Avenue North 37,606   338,450           No AMC Theatres 37,511 07/12/27
20 JPMCB Arborwood at Mann Road Apartments                 No      
21 GACC Riverwood Corporate Center I & III 180,198   1,045,148           No Safway Services 65,393 03/31/18
22 JPMCB Westfield San Francisco Centre 315,727   1,973,295           No San Francisco State University 125,483 12/31/21
23 GACC Lake Pointe Corporate Center 107,064   900,000           No Progrexion ASG, Inc 72,024 10/31/20
24 GACC Beacon South Beach             220,000   No      
25 GACC Sorrento Pines     573,280           No Bastyr University 31,478 05/31/22
26 GACC Cambridge Office                 No Shire 68,547 11/30/20
27 GACC Homewood Suites Troy                 No      
28 JPMCB Bond Street Portfolio 30,000   210,000           No      
28.01 JPMCB Lawrenceville Center                 No Jason’s Deli 5,000 06/30/26
28.02 JPMCB Hamilton Crossing                 No Aspen Dental 3,504 08/31/25
28.03 JPMCB Fuquay Commons                 No Mattress Firm 3,600 04/30/17
28.04 JPMCB Butler Crossing                 No McAlister’s Deli 3,600 10/31/26
29 GACC The Comeau Building West Palm Beach 51,700   250,000           No Arrow Consulting & Design, LLC 9,492 12/31/19
30 JPMCB Hampton Inn & Suites Albany 680,000               No      
31 GACC Coliseum Meadows 27,912   202,362           No Big 5 Sporting Goods 10,000 01/31/19
32 JPMCB Firethorne Retail Center     130,000           No FitnessFX 6,000 04/30/21
33 GACC Conquistador Apartments 250,000               No      
34 GACC ACG Manufactured Housing Portfolio II                 No      
34.01 GACC Winder Village Mobile Home Park                 No      
34.02 GACC Heritage Estates                 No      
34.03 GACC Wares MHC                 No      
34.04 GACC Mimosa MHC                 No      
35 JPMCB Holiday Inn: Cleveland East                 No      
36 JPMCB 502 Henry Street                 No Purebird 1,000 06/04/25

 

A-1-8

 

 

ANNEX A-1

 

      2nd LARGEST TENANT (19), (20), (21)   3rd LARGEST TENANT  (19), (20), (21)   4th LARGEST TENANT  (19), (21)   5th LARGEST TENANT  (19), (21)
                                   
          Lease       Lease       Lease       Lease
Loan # Seller(1) Property Name 2nd Largest Tenant Unit Size Expiration   3rd Largest Tenant Unit Size Expiration   4th Largest Tenant Unit Size Expiration   5th Largest Tenant Unit Size Expiration
1 JPMCB 9 West 57th Street Chanel Inc. 185,120 05/31/31   Apollo Management Holdings, L.P. 111,194 04/30/20   Och Ziff Management LP 95,200 12/31/29   Tiger Global Management LLC 43,490 07/31/24
2 GACC 10 Hudson Yards L'Oreal 411,358 08/31/31   BCG 193,295 04/30/32   SAP 144,065 06/30/32   Intersection 67,058 01/31/27
3 GACC Starbucks Center Home Depot 108,000 01/31/19   Amazon 45,567 04/01/26   Screamer 7,520 01/31/18   Intiman 5,000 MTM
4 JPMCB Fresno Fashion Fair Mall Victoria’s Secret 14,530 01/31/27   Love Culture 14,135 10/31/20   Bank of the West 14,114 12/31/18   Anthropologie 10,928 10/01/17
5 JPMCB Windsor Square Kohl’s 92,898 01/28/22   JCPenney 90,750 09/30/27   Life Time Fitness 36,594 12/31/21   Ross Dress For Less 30,109 01/31/21
6 JPMCB PNC Center Kronos Incorporated 42,575 06/30/19   Veolia Water North America 42,498 07/31/18   Indiana Gaming Commission 32,661 01/31/18   Indiana Utility Regulatory 27,031 05/31/17
7 GACC Nashville Technology Office Campus HCA Management Services 119,515 10/31/27                        
8 GACC 60 Madison Avenue Massachusetts Mutual Life Insurance Company 27,891 03/31/24   Eyeview, Inc. 18,783 07/05/20   The Atlantic Monthly Group, Inc. 17,177 05/10/26   Community Healthcare Network, Inc. 15,080 10/19/25
9 JPMCB Moffett Gateway                              
10 JPMCB 693 Fifth Avenue JDS Development Group 11,635 04/30/20   Pierson Capital 9,629 08/31/20   Carpenters Workshop Gallery 5,075 02/28/31   Louis Licari 4,847 05/31/25
11 JPMCB Embassy Suites Monterey Bay Seaside                              
12 GACC Westin Memphis                              
13 JPMCB 1 Kaiser Plaza Aiken & Welch, Inc. 11,635 04/30/21   Sitzmann Morris & Lavis, Inc. 9,838 03/31/17   Michael Baker Jr. Inc. 9,838 08/31/18   Asian & Pacific Islander American Health Forum 7,862 03/26/22
14 JPMCB The Hamptons                              
15 GACC Riverside Center                              
16 JPMCB Salesforce Tower JPMorgan Chase Bank, National Association 202,305 06/30/25   Bose McKinney & Evans, LLP 103,461 09/30/21   Ernst & Young U.S. LLP 37,487 09/30/23   Ogletree, Deakins, Nash, Smoak & Stewart, P.C. 36,573 06/30/22
17 GACC 100 Oceangate City National Bank 17,735 06/30/26   Premier Office Centers 15,139 09/30/17   TRISTAR Risk Management 14,685 10/31/20   HCVT 11,164 07/31/19
18 JPMCB 100 East Wisconsin Avenue The Marcus Corporation 45,310 11/30/20   Wells Fargo Bank, N.A. 41,036 10/31/23   Johnson Bank 23,540 04/30/21   The Holter Agency 22,654 09/30/20
19 GACC Shops at Avenue North Temple University Gym 20,000 06/30/20   Bank of America 5,398 12/31/21   Hair Fashion & Beyond 4,420 12/31/21   Metro PCS 4,200 03/31/21
20 JPMCB Arborwood at Mann Road Apartments                              
21 GACC Riverwood Corporate Center I & III MRA - The Management Association, Inc. 43,424 06/30/21   RGN-Pewaukee, LLC 12,903 06/09/26   Merrill Lynch 11,044 12/31/20   Andaloro, Smith & Krueger, LLP 9,099 08/31/21
22 JPMCB Westfield San Francisco Centre Crunchyroll, Inc. 71,614 01/31/20   Century Theatres 52,636 09/30/21   Bespoke 36,977 12/31/21   True Ultimate Standards Every 28,217 02/29/20
23 GACC Lake Pointe Corporate Center EHealthInsurance, Inc. 27,830 12/31/17   Medical Review 25,585 12/31/18   ADP 21,000 08/31/20   OERM Software 11,949 08/31/18
24 GACC Beacon South Beach                              
25 GACC Sorrento Pines Pall Corporation 25,774 02/29/20   Asteres, Inc. 13,350 01/31/17   HG Motorsports, LLC 11,288 07/31/18   Cerberus PaxVax, L.P. 9,066 01/31/18
26 GACC Cambridge Office Marie Landel & Associates 9,436 04/30/19   AEAI, Inc 2,500 09/30/19   Consultecon 2,441 05/31/18   StopLift 2,009 10/31/17
27 GACC Homewood Suites Troy                              
28 JPMCB Bond Street Portfolio                              
28.01 JPMCB Lawrenceville Center Pacific Dental 2,800 07/31/26   BurgerFi 2,600 10/31/26   Willy’s Mexicana Grill 2,200 07/31/26   AT&T 2,000 03/31/21
28.02 JPMCB Hamilton Crossing Massage Envy 3,489 09/30/25   Moe’s Southwest Grill 2,805 08/31/25   Nail Bar 1,467 03/31/26        
28.03 JPMCB Fuquay Commons Krispy Kreme 1,800 05/16/21   Hibachi & Company 1,800 07/31/21   Jimmy John’s 1,600 05/31/22   Sprint 1,600 05/31/21
28.04 JPMCB Butler Crossing Eyemart Express 3,500 10/15/23   Vitamin Shoppe 2,000 10/31/26                
29 GACC The Comeau Building West Palm Beach Quantuvis 5,869 05/14/21   Wine Dive, LLC 5,745 01/31/22   AM Global Wealth Management, LLC 3,483 06/30/18   AMCO Property Management, LLC 2,979 10/31/20
30 JPMCB Hampton Inn & Suites Albany                              
31 GACC Coliseum Meadows La Michocana 4,200 11/30/20   Leslie’s PoolMart 4,200 12/31/20   Absolute Dental 3,920 03/31/22   Reno Launderland 2,400 01/31/22
32 JPMCB Firethorne Retail Center Sealy Dental Clinics 3,750 02/28/25   EZ Floors 2,700 12/31/21   Fusion Wok 2,062 07/31/25   Pepperoni’s 1,868 03/31/22
33 GACC Conquistador Apartments                              
34 GACC ACG Manufactured Housing Portfolio II                              
34.01 GACC Winder Village Mobile Home Park                              
34.02 GACC Heritage Estates                              
34.03 GACC Wares MHC                              
34.04 GACC Mimosa MHC                              
35 JPMCB Holiday Inn: Cleveland East                              
36 JPMCB 502 Henry Street Hay Rosie Craft Ice Cream Company 500 01/31/19   Anthony Lupo, CPA 350 10/31/17                

 

A-1-9

 

 

ANNEX A-1

 

              Pari Passu Debt (25)
                Pari Passu Pari Passu Pari Passu Total Cut-off
      Loan   Lockbox Lockbox Pari Passu Note Control Piece  In Trust Piece Non Trust Date Pari
Loan # Seller(1) Property Name Purpose Principal / Carveout Guarantor(22) (Y/N) Type(24) (Y/N) (Y/N) Cut-Off Balance Cut-Off Balance Passu Debt
1 JPMCB 9 West 57th Street Refinance Sheldon H. Solow Yes CMA Yes No 80,000,000 933,724,000 1,013,724,000
2 GACC 10 Hudson Yards Recapitalization Podium Fund HY REIT Owner LP Yes CMA Yes No 80,000,000 628,100,000 708,100,000
3 GACC Starbucks Center Refinance Peter P. Nitze, Kevin Daniels Yes Springing Yes Yes 65,000,000 75,000,000 140,000,000
4 JPMCB Fresno Fashion Fair Mall Recapitalization The Macerich Partnership, L.P. Yes CMA Yes Yes 60,000,000 265,000,000 325,000,000
5 JPMCB Windsor Square Refinance SCH Corp. Yes Hard No NAP NAP NAP NAP
6 JPMCB PNC Center Acquisition William Z. Hertz, Isaac Hertz, Sarah Hertz Yes Hard No NAP NAP NAP NAP
7 GACC Nashville Technology Office Campus Refinance LBA Realty Fund V, L.P. Yes CMA No NAP NAP NAP NAP
8 GACC 60 Madison Avenue Refinance Joseph Moinian Yes CMA Yes No 45,000,000 55,000,000 100,000,000
9 JPMCB Moffett Gateway Refinance Joseph K. Paul, Jay Paul Revocable Living Trust Dated November 9, 1999, as Amended and Restated on March 19, 2010, Paul Guarantor LLC Yes Hard Yes No 43,000,000 200,000,000 243,000,000
10 JPMCB 693 Fifth Avenue Acquisition Marc de Lacharrière Yes Hard Yes No 42,500,000 207,500,000 250,000,000
11 JPMCB Embassy Suites Monterey Bay Seaside Refinance Atrium Leveraged Loan Fund, LLC Yes Hard No NAP NAP NAP NAP
12 GACC Westin Memphis Refinance David B. Jones, Glenn R. Malone, Gregory O. Hnedak, L. Kirkpatrick Bobo Yes Hard No NAP NAP NAP NAP
13 JPMCB 1 Kaiser Plaza Recapitalization CIM Commercial Trust Corporation Yes CMA Yes No 37,100,000 60,000,000 97,100,000
14 JPMCB The Hamptons Refinance William F. Trick, H. Jackson Wallace Yes CMA No NAP NAP NAP NAP
15 GACC Riverside Center Acquisition LCN North American Fund II REIT Yes Hard No NAP NAP NAP NAP
16 JPMCB Salesforce Tower Acquisition William Z. Hertz, Isaac Hertz, Sarah Hertz Yes Hard Yes No 30,000,000 78,000,000 108,000,000
17 GACC 100 Oceangate Acquisition Jerry Illoulian Yes CMA No NAP NAP NAP NAP
18 JPMCB 100 East Wisconsin Avenue Acquisition William Z. Hertz, Isaac Hertz, Sarah Hertz Yes Hard Yes Yes 28,718,093 24,928,900 53,646,993
19 GACC Shops at Avenue North Refinance Barton Blatstein Yes CMA No NAP NAP NAP NAP
20 JPMCB Arborwood at Mann Road Apartments Refinance Jeffrey L. Kittle Yes Soft No NAP NAP NAP NAP
21 GACC Riverwood Corporate Center I & III Refinance The Zeller Family Group, L.L.C. Yes CMA No NAP NAP NAP NAP
22 JPMCB Westfield San Francisco Centre Refinance Westfield America, Inc. Yes CMA Yes No 23,529,000 409,548,000 433,077,000
23 GACC Lake Pointe Corporate Center Acquisition Matthew J. Felton Yes Springing No NAP NAP NAP NAP
24 GACC Beacon South Beach Refinance Palmer Family Investment Company, LLC, Kosti Shirvanian Yes CMA No NAP NAP NAP NAP
25 GACC Sorrento Pines Acquisition Eric P. Webb, Edward L. Webb Yes Springing No NAP NAP NAP NAP
26 GACC Cambridge Office Refinance Nishan Atinizian, Kevork Atinizian Yes Springing No NAP NAP NAP NAP
27 GACC Homewood Suites Troy Refinance Bert W. Moyar Yes CMA No NAP NAP NAP NAP
28 JPMCB Bond Street Portfolio Acquisition Michael D. Reynolds, P. Eric Hohmann Yes CMA No NAP NAP NAP NAP
28.01 JPMCB Lawrenceville Center                  
28.02 JPMCB Hamilton Crossing                  
28.03 JPMCB Fuquay Commons                  
28.04 JPMCB Butler Crossing                  
29 GACC The Comeau Building West Palm Beach Refinance Alfred N. Marulli, Jr. Yes CMA No NAP NAP NAP NAP
30 JPMCB Hampton Inn & Suites Albany Refinance Visanji T. Gala, Hemang Shah, Hitesh Patel Yes Springing No NAP NAP NAP NAP
31 GACC Coliseum Meadows Refinance Matthew T. White Yes CMA No NAP NAP NAP NAP
32 JPMCB Firethorne Retail Center Refinance Khaled Salem Yes Springing No NAP NAP NAP NAP
33 GACC Conquistador Apartments Refinance Shyam H. Hingorani Yes Springing No NAP NAP NAP NAP
34 GACC ACG Manufactured Housing Portfolio II Refinance Michael B. Conlon Yes Springing No NAP NAP NAP NAP
34.01 GACC Winder Village Mobile Home Park                  
34.02 GACC Heritage Estates                  
34.03 GACC Wares MHC                  
34.04 GACC Mimosa MHC                  
35 JPMCB Holiday Inn: Cleveland East Acquisition Kiran C. Patel, Raman B. Patel, Virendra S. Patel, Bhikhu D. Patel Yes Springing No NAP NAP NAP NAP
36 JPMCB 502 Henry Street Refinance Maria Christina Vinci-Geritano Yes Springing No NAP NAP NAP NAP

 

A-1-10

 

 

ANNEX A-1

 

      Additional Debt(26)   Total Debt
            Additional       Total Debt   Total Debt
      Addit Debt Addit Debt Additional Debt Cut off Additional Debt   Total Debt  UW NCF Total Debt  UW NOI
Loan # Seller(1) Property Name Permitted (Y/N) Exist (Y/N) Debt Type(s) Date Balance Interest Rate   Cut-off Balance DSCR Current LTV % Debt Yield %
1 JPMCB 9 West 57th Street Yes Yes Subordinate Debt/Permitted Mezzanine 186,276,000 2.85950   1,200,000,000 3.08 35.3% 9.0%
2 GACC 10 Hudson Yards No Yes Subordinate Debt (191,900,000)/Mezzanine Loan (300,000,000) 491,900,000 3.99980   1,200,000,000 2.17 55.8% 7.6%
3 GACC Starbucks Center Yes No Permitted Mezzanine NAP NAP   140,000,000 3.16 30.9% 12.3%
4 JPMCB Fresno Fashion Fair Mall No No NAP NAP NAP   325,000,000 2.14 57.5% 8.1%
5 JPMCB Windsor Square Yes No Permitted Mezzanine NAP NAP   NAP NAP NAP NAP
6 JPMCB PNC Center No Yes Mezzanine Loan 8,840,000 11.00000   66,934,309 1.40 77.3% 10.5%
7 GACC Nashville Technology Office Campus No No NAP NAP NAP   NAP NAP NAP NAP
8 GACC 60 Madison Avenue No No NAP NAP NAP   100,000,000 2.25 50.0% 8.8%
9 JPMCB Moffett Gateway No Yes B-Note (102,000,000)/Mezzanine Loan (50,000,000) 152,000,000 5.44408   395,000,000 1.22 75.2% 7.3%
10 JPMCB 693 Fifth Avenue No No NAP NAP NAP   250,000,000 1.00 47.6% 6.4%
11 JPMCB Embassy Suites Monterey Bay Seaside No No NAP NAP NAP   NAP NAP NAP NAP
12 GACC Westin Memphis No No NAP NAP NAP   NAP NAP NAP NAP
13 JPMCB 1 Kaiser Plaza Yes No Permitted Mezzanine NAP NAP   97,100,000 2.16 45.8% 10.7%
14 JPMCB The Hamptons No No NAP NAP NAP   NAP NAP NAP NAP
15 GACC Riverside Center No No NAP NAP NAP   NAP NAP NAP NAP
16 JPMCB Salesforce Tower No Yes Mezzanine Loan 24,193,008 7.25000   132,193,008 1.41 73.0% 10.4%
17 GACC 100 Oceangate No No NAP NAP NAP   NAP NAP NAP NAP
18 JPMCB 100 East Wisconsin Avenue No Yes Mezzanine Loan 10,000,000 11.00000   63,646,993 1.30 77.3% 9.7%
19 GACC Shops at Avenue North No No NAP NAP NAP   NAP NAP NAP NAP
20 JPMCB Arborwood at Mann Road Apartments No No NAP NAP NAP   NAP NAP NAP NAP
21 GACC Riverwood Corporate Center I & III No No NAP NAP NAP   NAP NAP NAP NAP
22 JPMCB Westfield San Francisco Centre No Yes Subordinate Debt 124,923,000 3.39400   558,000,000 2.85 45.7% 10.1%
23 GACC Lake Pointe Corporate Center Yes No Permitted Mezzanine NAP NAP   NAP NAP NAP NAP
24 GACC Beacon South Beach No No NAP NAP NAP   NAP NAP NAP NAP
25 GACC Sorrento Pines No No NAP NAP NAP   NAP NAP NAP NAP
26 GACC Cambridge Office No No NAP NAP NAP   NAP NAP NAP NAP
27 GACC Homewood Suites Troy No No NAP NAP NAP   NAP NAP NAP NAP
28 JPMCB Bond Street Portfolio No No NAP NAP NAP   NAP NAP NAP NAP
28.01 JPMCB Lawrenceville Center               NAP NAP NAP
28.02 JPMCB Hamilton Crossing               NAP NAP NAP
28.03 JPMCB Fuquay Commons               NAP NAP NAP
28.04 JPMCB Butler Crossing               NAP NAP NAP
29 GACC The Comeau Building West Palm Beach No No NAP NAP NAP   NAP NAP NAP NAP
30 JPMCB Hampton Inn & Suites Albany No No NAP NAP NAP   NAP NAP NAP NAP
31 GACC Coliseum Meadows No No NAP NAP NAP   NAP NAP NAP NAP
32 JPMCB Firethorne Retail Center No No NAP NAP NAP   NAP NAP NAP NAP
33 GACC Conquistador Apartments No No NAP NAP NAP   NAP NAP NAP NAP
34 GACC ACG Manufactured Housing Portfolio II No No NAP NAP NAP   NAP NAP NAP NAP
34.01 GACC Winder Village Mobile Home Park               NAP NAP NAP
34.02 GACC Heritage Estates               NAP NAP NAP
34.03 GACC Wares MHC               NAP NAP NAP
34.04 GACC Mimosa MHC               NAP NAP NAP
35 JPMCB Holiday Inn: Cleveland East No No NAP NAP NAP   NAP NAP NAP NAP
36 JPMCB 502 Henry Street No No NAP NAP NAP   NAP NAP NAP NAP

 

A-1-11

 

 

ANNEX A-1

 

      HOTEL OPERATING STATISTICS  
                                     
      2013 2013 2013 2014 2014 2014 2015 2015 2015 Most Recent Most Recent Most Recent UW UW UW  
Loan # Seller(1) Property Name Occupancy % ADR ($) RevPAR ($) Occupancy % ADR ($) RevPAR ($) Occupancy % ADR ($) RevPAR ($) Occupancy % ADR ($) RevPAR ($) Occupancy % ADR ($) RevPAR ($) Loan #
1 JPMCB 9 West 57th Street                               1
2 GACC 10 Hudson Yards                               2
3 GACC Starbucks Center                               3
4 JPMCB Fresno Fashion Fair Mall                               4
5 JPMCB Windsor Square                               5
6 JPMCB PNC Center                               6
7 GACC Nashville Technology Office Campus                               7
8 GACC 60 Madison Avenue                               8
9 JPMCB Moffett Gateway                               9
10 JPMCB 693 Fifth Avenue                               10
11 JPMCB Embassy Suites Monterey Bay Seaside 77.0% 174.72 134.54 81.7% 185.66 151.73 84.2% 200.36 168.72 83.9% 202.24 169.60 83.9% 202.24 169.60 11
12 GACC Westin Memphis 79.9% 165.03 131.78 79.3% 176.44 139.95 82.0% 185.81 152.35 81.8% 187.55 153.32 81.8% 187.55 153.32 12
13 JPMCB 1 Kaiser Plaza                               13
14 JPMCB The Hamptons                               14
15 GACC Riverside Center                               15
16 JPMCB Salesforce Tower                               16
17 GACC 100 Oceangate                               17
18 JPMCB 100 East Wisconsin Avenue                               18
19 GACC Shops at Avenue North                               19
20 JPMCB Arborwood at Mann Road Apartments                               20
21 GACC Riverwood Corporate Center I & III                               21
22 JPMCB Westfield San Francisco Centre                               22
23 GACC Lake Pointe Corporate Center                               23
24 GACC Beacon South Beach 88.3% 201.27 177.81 88.7% 207.49 184.09 89.4% 202.59 181.06 90.8% 198.11 179.86 90.8% 198.11 179.86 24
25 GACC Sorrento Pines                               25
26 GACC Cambridge Office                               26
27 GACC Homewood Suites Troy 85.8% 104.19 89.37 86.3% 111.82 96.47 86.0% 119.60 102.82 86.3% 121.00 104.40 86.3% 121.00 104.40 27
28 JPMCB Bond Street Portfolio                               28
28.01 JPMCB Lawrenceville Center                               28.01
28.02 JPMCB Hamilton Crossing                               28.02
28.03 JPMCB Fuquay Commons                               28.03
28.04 JPMCB Butler Crossing                               28.04
29 GACC The Comeau Building West Palm Beach                               29
30 JPMCB Hampton Inn & Suites Albany       76.3% 120.29 91.78 77.9% 123.77 96.42 77.1% 125.52 96.79 77.3% 125.52 97.06 30
31 GACC Coliseum Meadows                               31
32 JPMCB Firethorne Retail Center                               32
33 GACC Conquistador Apartments                               33
34 GACC ACG Manufactured Housing Portfolio II                               34
34.01 GACC Winder Village Mobile Home Park                               34.01
34.02 GACC Heritage Estates                               34.02
34.03 GACC Wares MHC                               34.03
34.04 GACC Mimosa MHC                               34.04
35 JPMCB Holiday Inn: Cleveland East 53.6% 73.62 39.45 69.8% 96.60 67.45 69.4% 101.73 70.56 68.0% 101.19 68.83 68.0% 101.19 68.83 35
36 JPMCB 502 Henry Street                               36

 

A-1-12

 

 

Footnotes to Annex A-1
   
(1)

“JPMCB” denotes JPMorgan Chase Bank, National Association, as Mortgage Loan Seller; and “GACC” denotes German American Capital Corporation, as Mortgage Loan Seller.

 

With respect to Loan No. 2, 10 Hudson Yards, the 10 Hudson Yards Whole Loan (as defined below) was co-originated by Deutsche Bank AG, New York Branch (“DBNY”) and Goldman Sachs Mortgage Company.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the Fresno Fashion Fair Mall Whole Loan (as defined below) was co-originated by JPMCB and Société Générale.

 

With respect to Loan No. 22, Westfield San Francisco Centre, the Westfield San Francisco Centre Whole Loan (as defined below) was co-originated by JPMCB and Deutsche Bank AG, New York Branch (“DBNY”).

 

With respect to Loan No. 25, Sorrento Pines, the mortgage loan was originated by Cantor Commercial Real Estate Lending, L.P. (“CCRE”), and acquired by GACC.

 

With respect to Loan No. 34, ACG Manufactured Housing Portfolio II, the mortgage loan was originated by CCRE, and acquired by GACC.

   
(2)

Certain of the mortgage loans include parcels ground leased to tenants in the calculation of the total square footage and the occupancy of the mortgaged property.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, Chick-fil-A ground leases its premises from the borrower. Chick-fil-A ground leases its premises through February 2035 and pays annual ground rent of $120,000.

 

With respect to Loan No. 5, Windsor Square, three tenants, Sam’s Club, Kohl’s and JCPenney ground lease their respective premises through October 2027, January 2022 and September 2027, respectively.

 

With respect to Loan No. 10, 693 Fifth Avenue, Units consists of 82,089 square feet (85.1% of the net rentable area at the mortgaged property) of office space and 14,425 square feet (14.9% of the net rentable area at the mortgaged property) of retail space.

 

With respect to Loan No. 20, Arborwood at Mann Road Apartments, 15 of the units (6.0% of the total units) at the mortgaged property are corporate units.

 

With respect to Loan No. 22, Westfield San Francisco Centre, Units consists of 553,366 square feet (69.6% of the net rentable area at the mortgaged property) of retail space and 241,155 square feet (30.4% of the net rentable area at the mortgaged property) of office space.

 

With respect to Loan No. 36, 502 Henry Street, Units consist of 3,300 square feet (51.2% of the net rentable area at the mortgaged property) of occupied residential space and 1,850 square feet (28.7% of the net rentable area at the mortgaged property) of retail space, with the remaining 1,300 square feet vacant residential space as of the Cut-off Date.

   
(3)

In certain cases, mortgaged properties may have tenants that have executed leases that were included in the underwriting but have not yet commenced paying rent and/or are not in occupancy.

 

With respect to Loan No. 1, 9 West 57th Street, two tenants, Zimmer Partners, LP and Seven Bridges Advisors LLC, have executed their leases but have not yet commenced paying rent.

 

With respect to Loan No. 2, 10 Hudson Yards, the 3rd Largest Tenant, BCG, is expected to take occupancy by the end of 2016, with rent commencing May 1, 2017, following a free rent period

 

A-1-13

 

 

 

from August 2016 through April 30, 2017. The 4th Largest Tenant, SAP, is expected to take occupancy of its entire leased space in the winter of 2016 or early 2017, with rent commencing June 18, 2017, following a free rent period from August 2016 through June 17, 2017. The 5th Largest Tenant, Intersection, has taken occupancy, with rent commencing January 29, 2017 for the space on the 26th floor and July 29, 2017 for the space on the 27th floor, following a free rent period from August 2016 through January 28, 2017 and July 28, 2017, respectively. The borrower reserved $34,160,073 at origination of the mortgage loan, $12,032,622 of which relates to BCG, $10,529,239 of which relates to SAP, $3,367,625 of which relates to Intersection, and the remaining portion of the reserve relates to free rent period for other tenants.

 

With respect to Loan No. 3, Starbucks Center, the Largest Tenant, Starbucks, leases approximately 1,151,196 square feet or 76.4% of the net rentable area at the mortgaged property, including new lease amendments to occupy approximately 64,472 square feet for which the tenant is in occupancy and rent payments are required to commence in October 2016, approximately 17,640 square feet for which rent payments are required to commence in February 2017 and approximately 62,851 square feet for which rent payments are required to commence in October 2017. The 3rd Largest Tenant, Amazon, which leases approximately 45,567 square feet or 3.0% of the net rentable area at the mortgaged property, entered into its lease June 1, 2016, has begun paying full rent, and is expected to open its entire leased space in December 2016. At loan origination, $303,780 was deposited into a rent concession reserve to cover rental payments for four months through December 2016.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, Occupancy % includes only permanent leases. Occupancy including specialty tenants with leases over six months for December 31, 2013, December 31, 2014, December 31, 2015 and August 31, 2016 is 96.8%, 98.4%, 98.1% and 92.2%, respectively.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the borrower is permitted to engage in several redevelopment activities at the mortgaged property under the loan documents. If there is any decrease in underwritten net operating income (as defined in the loan documents) as a result of the redevelopment activities (including as the result of any modification or termination of the Macy’s Men’s & Children’s or JCPenney leases), then the borrower is required to enter into a master lease with the guarantor for all such applicable space and all then vacant space at the property. The loan documents provide that rent will be reduced if and to the extent underwritten net operating income with respect to the mortgaged property increases, as determined on a quarterly basis. With respect to any termination of the Macy’s Men’s & Children’s lease or JCPenney lease, the master lease will terminate if: (x) the underwritten net operating income with respect to the property is restored to the greater of (i) pre-development levels and (ii) $27,000,000 and (y) the areas impacted by such redevelopment activities are 90% or more occupied with tenants in possession and paying rent. With respect to any modification of the Macy’s Men’s & Children’s lease and/or the JCPenney lease resulting in a decrease in underwritten net operating income, the master lease will terminate when the underwritten net operating income is restored to the greater of (i) pre-modification levels or (ii) $27,000,000.

   
 

With respect to Loan No. 5, Windsor Square, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include rent for Salon Lofts, which has executed a lease but has not yet taken occupancy or commenced paying rent. In addition, UW Revenues ($), UW NOI ($) and UW NCF ($) are calculated using the average rent of the Largest Tenant, Sam’s Club, over the term of the related lease.

 

With respect to Loan No. 6, PNC Center, approximately 8.8% of UW Revenues ($) is attributable to the parking garage at the mortgaged property. In addition, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include Mustafa Rajani and Michelle Rajani, who have executed a lease but have not yet taken occupancy.

 

With respect to Loan No. 8, 60 Madison Avenue, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include the Largest Tenant, Tapad Inc., is in a free rent period through May

 

A-1-14

 

 

 

2019 with respect to approximately 18,759 of the total 28,020 square footage it leases. The 2nd Largest Tenant, Massachusetts Mutual Life Insurance Company, is in a free rent period through March 14, 2017 with respect to approximately 16,540 of the total 27,891 square footage it leases. The 4th Largest Tenant, The Atlantic Monthly Group, Inc. has a free rent period for November 11, 2017 through January 10, 2018. One tenant, Todd Snyder, has executed its lease but has not yet taken occupancy or commenced paying rent. Todd Snyder is expected to take possession of its space in November 2016.

 

With respect to Loan No. 9, Moffett Gateway, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include the rental income for the sole tenant, Google, which has executed its leases but has not yet taken occupancy or commenced paying rent under either lease. In addition, UW Revenues ($), UW NOI ($) and UW NCF ($) are calculated using the average rent of the Largest Tenant and sole tenant, Google, over the term of the related leases inclusive of the free rent reserve.

 

With respect to Loan Nos. 11 and 35, Embassy Suites Monterey Bay Seaside and Holiday Inn: Cleveland East, approximately 15.5% and 11.0% of UW Revenues ($), respectively, is attributable to the food and beverage outlets at the related mortgaged properties.

 

With respect to Loan No. 16, Salesforce Tower, the Largest Tenant, Salesforce.com, Inc. (“Salesforce”), has executed its lease but has not yet taken occupancy or commenced paying rent. Salesforce is expected to take occupancy and begin paying rent as follows: 123,032 square feet in January 2017, 19,318 square feet on the 25th floor in August 2017 and the remaining 104,749 square feet in August 2018.

 

With respect to Loan No. 16, Salesforce Tower, approximately 11.1% of UW Revenues ($) is attributable to the parking garage at the mortgaged property.

 

With respect to Loan No. 17, 100 Oceangate, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include the 2nd Largest Tenant, City National Bank, has a 50.0% rent abatement period from October 2016 through February 2018. The borrower reserved $707,879 at the origination of the mortgage loan, $291,456 of which relates to City National Bank and the remaining portion of the reserve relates to free rent periods for other smaller tenants.

   
 

With respect to Loan No. 18, 100 East Wisconsin Avenue, approximately 14.2% of UW Revenues ($) is attributable to the parking garage at the mortgaged property.

 

With respect to Loan No. 19, Shops at Avenue North, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include the Largest Tenant, AMC Theatres, has a rent abatement period from September 2016 through the earlier of (i) the completion of remodeling of the premises by the tenant or (ii) July 12, 2017. At origination, the borrower deposited $181,166 into a rent reserve for rent abatement amounts during such period.

 

With respect to Loan No. 25, Sorrento Pines, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include the Largest Tenant, Bastyr University, added 12,178 sq. ft. to its leased premises in July 2013 and has abated rent of $17,171 for July 2017 and of $17,658 for July 2018 with respect to the recently added space. At origination, the borrower did not reserve any funds with respect to such abated rent.

 

With respect to Loan No. 28, Bond Street Portfolio, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) for the Fuquay Commons mortgaged property includes rent for Jimmy John’s, which has executed an LOI but has not yet executed a lease. Jimmy John’s represents approximately 3.3% of the Bond Street Portfolio rent roll and approximately 3.2% of the underwritten base rent.

 

A-1-15

 

 

 

With respect to Loan No. 29, The Comeau Building West Palm Beach, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include one tenant, OZ Naturals, that has executed its lease but has not yet taken occupancy or commenced paying rent.

 

With respect to Loan No. 31, Coliseum Meadows, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include the 4th Largest Tenant, Absolute Dental, that has executed its lease for approximately 8.4% of NRA at the mortgaged property, but has not yet taken occupancy. The tenant is expected to take occupancy on December 1, 2016. At origination, the borrower deposited $150,446 into a TI/LC reserve related to the Absolute Dental lease. Additionally, the borrower deposited $49,857 into a free rent reserve related to the Absolute Dental and Homecare Center leases and $3,150 into a gap rent reserve for the period prior to the rent commencement of the Absolute Dental lease.

 

With respect to Loan No. 32, Firethorne Retail Center, Occupancy %, UW Revenues ($), UW NOI ($) and UW NCF ($) include one tenant, Glamour Shots, that has executed its lease but has not yet taken occupancy or commenced paying rent.

   
(4)

With respect to all mortgage loans, with the exceptions of the mortgage loans listed below, the Current LTV % and the Maturity LTV % are based on the “as-is” Appraisal Value ($) even though, for certain mortgage loans, the appraiser provided “as-stabilized” values based on certain criteria being met.

 

With respect to Loan No. 2, 10 Hudson Yards, the Appraised Value ($) represents the “Hypothetical Market Value Assuming Contractual Obligations & Remaining Costs Are Expended” value of $2.15 billion as of July 1, 2016. The “Hypothetical Market Value Assuming Contractual Obligations & Remaining Costs Are Expended” value assumes the remaining obligations and costs of approximately $108.6 million, consisting of approximately $50.1 million in hard/direct costs, $5.7 million in project contingency, $29.1 million in tenant improvements and $14.7 million in soft/indirect costs are expended as of July 1, 2016. As of August 1, 2016, approximately $91.0 million of contractual obligations and costs remain unexpended. Such amount was reserved upon origination of the Whole Loan. The “as-is” value as of July 1, 2016 is $2.05 billion, which results in a Current LTV % and Maturity LTV % of 34.5% and 34.5%, respectively.

 

With respect to Loan No. 6, PNC Center, the Appraised Value ($) represents the “Hypothetical As-Is” value of $86,600,000, which assumes that all outstanding tenant improvements, outstanding leasing commissions, outstanding free rent and capital expenditures (including pre-funded tenant improvement and leasing commission reserves) have been paid or are reserved/escrowed at closing of the loan. At origination, the borrower was required to reserve $558,272 into the Upfront Other Reserve ($) for outstanding tenant improvements and leasing commissions and approximately $117,130 for outstanding free rent. The borrower was also required to reserve $1,579,570 into the Upfront TI/LC Reserve ($) and $1,135,168 into the Upfront Capex Reserve ($). The “as-is” value as of July 21, 2016 is $83,700,000, which results in a Current LTV % and Maturity LTV % of 69.4% and 55.0%, respectively.

 

With respect to Loan No. 9, Moffett Gateway, the Appraised Value ($) represents the “Hypothetical Market Value As-Stabilized” value of $525,000,000, which assumes that all tenant improvement construction is complete and all contractual free rent obligations have burned off as of the stabilized value date of July 20, 2016. At origination, the borrower was required reserve $43,642,904 into the Upfront Other Reserve ($) for outstanding tenant improvements, $5,743,978 for outstanding leasing commissions and $37,575,033 for outstanding free rent. The “as-is” value as of July 20, 2016 was $430,000,000, which results in a Current LTV % and Maturity LTV % of 56.5% and 48.0%, respectively.

 

With respect to Loan No. 11, Embassy Suites Monterey Bay Seaside, the Appraised Value ($) represents the “Hypothetical As-Is” value of $62,000,000, which assumes that $6,000,000 of the $9,004,225 PIP was completed as of June 1, 2016. At origination, the borrower was required to reserve $6,000,000 for the PIP and the loan documents require excess cash flow (so long as no

 

A-1-16

 

 

  event of default is continuing) to be deposited into the PIP reserve until $9,064,225 is deposited or the PIP work is completed in accordance with the loan documents. The “as-is” value as of June 1, 2016 was $55,000,000, which results in a Current LTV % and Maturity LTV % of 76.7% and 66.6%, respectively.
   
 

With respect to Loan No. 16, Salesforce Tower, the Appraised Value ($) represents the “Hypothetical As-Is” value of $181,100,000, which assumes that all outstanding tenant improvements, leasing commissions, free rent and capital expenditures have been paid or are reserved/escrowed at origination. At origination, the borrower was required to deposit into the Upfront Other Reserve ($) $20,896,672 for outstanding tenant improvements and leasing commissions and $8,081,640 for outstanding free rent. Additionally, the borrower was required to reserve $4,250,420 into the Upfront Capex Reserve ($). The “as-is” value as of July 21, 2016 was $150,600,000, which results in a Current LTV % and Maturity LTV % of 71.7% and 71.7%, respectively.

 

With respect to Loan No. 18, 100 East Wisconsin Avenue, the Appraised Value ($) represents the “Hypothetical As-Is” value of $82,300,000, which assumes that all outstanding tenant improvements, leasing commissions, free rent and capital expenditures have been paid or are reserved/escrowed at origination. At origination, the borrower was required to deposit into the Upfront Other Reserve ($) $1,090,951 for outstanding free rent and $174,199 for outstanding tenant improvements and leasing commissions. Additionally, the borrower was required to reserve $1,554,500 into the Upfront TI/LC Reserve ($) and $427,803 into the Upfront Capex Reserve ($). The “as-is” value as of July 19, 2016 is $79,000,000, which results in a Current LTV % and Maturity LTV % of 67.9% and 53.8%, respectively.

 

With respect to Loan No. 19, Shops at Avenue North, the Appraised Value ($) represents the “Prospective Market Value upon Sell off of Rear Parking Lot” value of $38,690,000 as of January 1, 2017, which assumes the release of the rear parking lot, valued at $5,000,000. The “as-is” value as of July 20, 2016 is $43,900,000, which results in a Current LTV % and Maturity LTV % of 61.6% and 49.4%, respectively.

 

With respect to Loan No. 28, Bond Street Portfolio, the Appraised Values ($) for the Butler Crossing mortgaged property represents the “Prospective Market Value Upon Stabilization” value of $3,400,000 which assumes the hypothetical appraised value assumes that the mortgaged property is 100% occupied with all tenants in place and paying rent. The “as-is” value of the Butler Crossing mortgaged property as of August 20, 2016 was $2,900,000, which results in a Current LTV % and Maturity LTV % of 75.9% and 63.5%, for the portfolio as a whole.

 

With respect to Loan No. 32, Firethorne Retail Center, the Appraised Value ($) represents the “Prospective As Complete/Stabilized Value” value of $11,460,000, which assumes that all tenant improvements have been completed and all tenants are paying rent without any abatement. At origination, the borrower was required to reserve $413,871 for tenant improvements and $22,650 for outstanding free rent into the Upfront Other Reserve ($). The “as-is” value as of September 8, 2016 was $11,140,000, which results in a Current LTV % and Maturity LTV % of 69.6% and 55.9%, respectively.

 

With respect to Loan No. 33, Conquistador Apartments, the Appraised Value ($) represents the “As Complete” Market Value of $11,000,000 as of August 2, 2016, which assumes the remaining $300,000 of sprinkler work and $40,000 of unit upgrades is complete. Lender reserved the full $300,000 in a sprinkler reserve as well as an additional $150,000 for general capital expenditures including the unit upgrades. The “as-is” value as of August 2, 2016 is $10,650,000, which results in a Current LTV % and Maturity LTV % of 71.6% and 57.8%, respectively.

   
(5) For mortgage loans secured by multiple mortgaged properties, each mortgage loan’s Original Balance ($), Current Balance ($) and Maturity/ARD Balance ($) are allocated to the respective mortgaged property based on the mortgage loan’s documentation, or if no such allocation is

 

A-1-17

 

 

  provided in the mortgage loan documentation, the mortgage loan seller’s determination of the appropriate allocation.
   
(6)

With respect to Loan No. 1, 9 West 57th Street, the mortgage loan is part of a whole loan with an original principal balance of $1,200,000,000 (the “9 West 57th Street Whole Loan”) which is comprised of six pari passu components (Note A-1, Note A-2, Note A-3-A, Note A-3-B, Note A-4 and Note A-5) and one subordinate companion loan (Note B-1). Note A-4 has an outstanding principal balance as of the Cut-off Date of $80,000,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 and Note B-1 have an aggregate outstanding principal balance as of the Cut-off Date of $900,000,000 and were contributed to the JPMCC 2016-NINE trust. Note A-2 has an outstanding principal balance as of the Cut-off Date of $100,000,000 and was contributed to the JPMCC 2016-JP3 trust. Note A-3-A and Note A-3-B have an aggregate outstanding balance as of the Cut-off Date of $100,000,000 and were sold to third-party investors. Note A-5 has an outstanding principal balance as of the Cut-off Date of $63,000,000 and is expected to be contributed to a future securitization trust. All loan level metrics are based on the 9 West 57th Street Whole Loan balance excluding the subordinate companion loan.

 

With respect to Loan No. 2, 10 Hudson Yards, the mortgage loan is part of a whole loan with an original principal balance of $900,000,000 (the “10 Hudson Yards Whole Loan”) which is comprised of 11 pari passu senior components (Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, Note A-1-C5, Note A-1-C6, Note A-2-C1, Note A-2-C2, Note A-2-C3, Note A-1-S and Note A-2-S) and two subordinate companion loans (Note B-1 and Note B-2). Notes A-1-C3, A-1-C4 and A-1-C5 have an aggregate outstanding principal balance as of the Cut-off Date of $80,000,000 and are being contributed to the JPMDB 2016-C4 Trust. The pari passu senior Notes A-1-S and A-2-S and the two subordinate companion loans, Notes B-1 and B-2 have an aggregate outstanding principal balance as of the Cut-off Date of $600,000,000 and were contributed to the Hudson Yards 2016-10HY trust. Notes A-2-C1, A-2-C2 and A-2-C3 have an outstanding principal balance as of the Cut-off Date of $87,500,000 and were contributed to the GSMS 2016-GS3 trust. Note A-1-C1 has an outstanding principal balance as of the Cut-off Date of $65,000,000 and was contributed to the CD 2016-CD1 trust. Note A-1-C2 and Note A-1-C6 have an aggregate outstanding principal balance as of the Cut-off Date of $67,500,000 and are expected to be contributed to one or more future securitization trusts. All loan level metrics are based on the 10 Hudson Yards Whole Loan balance excluding the subordinate companion loan.

 

With respect to Loan No. 3, Starbucks Center, the mortgage loan is part of a whole loan with an original principal balance of $140,000,000 (the “Starbucks Center Whole Loan”) which is comprised of three pari passu components (Note A-1, Note A-2 and Note A-3). Note A-2 has an outstanding principal balance as of the Cut-off Date of $65,000,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 and Note A-3 have an aggregate outstanding principal balance as of the Cut-off Date of $75,000,000 and are expected to be contributed to one or more future securitization trusts. All loan level metrics are based on the Starbucks Center Whole Loan balance.

   
 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the mortgage loan is part of a whole loan with an original principal balance of $325,000,000 (the “Fresno Fashion Fair Mall Whole Loan”) which is comprised of seven pari passu components. Note A-1-A has an outstanding principal balance as of the Cut-off Date of $60,000,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1-B, Note A-1-C, Note A-2-A, Note A-2-B, Note A-2-C and Note A-2-D have an aggregate outstanding principal balance as of the Cut-off Date of $265,000,000 and are expected to be contributed to one or more future securitization trusts. All loan level metrics are based on the Fresno Fashion Fair Mall Whole Loan balance.

 

With respect to Loan No. 8, 60 Madison Avenue, the mortgage loan is part of a whole loan with an original principal balance of $100,000,000 (the “60 Madison Avenue Whole Loan”) which is comprised of two pari passu components (Note A-1 and Note A-2). Note A-2 has an outstanding principal balance as of the Cut-off Date of $45,000,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 has an outstanding principal balance as of the Cut-off Date of

 

A-1-18

 

 

 

$55,000,000 and is expected to be contributed to one or more future securitization trusts. All loan level metrics are based on the 60 Madison Avenue Whole Loan balance.

 

With respect to Loan No. 9, Moffett Gateway, the mortgage loan is part of a whole loan with an original principal balance of $345,000,000 (the “Moffett Gateway Whole Loan”) which is comprised of five pari passu components (Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5) and one subordinate companion loan (Note B-1). Note A-5 has an outstanding principal balance as of the Cut-off Date of $43,000,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1, A-2, Note A-3 and Note A-4 have an aggregate outstanding principal balance as of the Cut-off Date of $200,000,000 and are expected to be contributed to one or more future securitization trusts. Note B-1 has an outstanding balance as of the Cut-off Date of $102,000,000 and was sold to a third-party investor. All loan level metrics are based on the Moffett Gateway Whole Loan balance excluding the subordinate companion loan.

 

With respect to Loan No. 10, 693 Fifth Avenue, the mortgage loan is part of a whole loan with an original principal balance of $250,000,000 (the “693 Fifth Avenue Whole Loan”) which is comprised of four pari passu components (Note A-1, Note A-2, Note A-3 and Note A-4). Note A-4 has an outstanding principal balance as of the Cut-off Date of $42,500,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 has an outstanding principal balance as of the Cut-off Date of $65,000,000 and was contributed to the JPMCC 2016-JP2 trust. Note A-2 has an outstanding principal balance as of the Cut-off Date of $62,500,000 and was contributed to the DBJPM 2016-C3 trust. Note A-3 has an outstanding principal balance as of the Cut-off Date of $80,000,000 and was contributed to the JPMCC 2016-JP3 trust. All loan level metrics are based on the 693 Fifth Avenue Whole Loan balance.

 

 

With respect to Loan No. 13, 1 Kaiser Plaza, the mortgage loan is part of a whole loan with an original principal balance of $97,100,000 (the “1 Kaiser Plaza Whole Loan”) which is comprised of two pari passu components (Note A-1 and Note A-2). Note A-2 has an outstanding principal balance as of the Cut-off Date of $37,100,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 has an outstanding principal balance as of the Cut-off Date of $60,000,000 and was contributed to the JPMCC 2016-JP3 trust. All loan level metrics are based on the 1 Kaiser Plaza Whole Loan balance.

 

With respect to Loan No. 16, Salesforce Tower, the mortgage loan is part of a whole loan with an original principal balance of $108,000,000 (the “Salesforce Tower Whole Loan”) which is comprised of three pari passu components (Note A-1, Note A-2 and Note A-3). Note A-2 has an outstanding principal balance as of the Cut-off Date of $30,000,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 has an outstanding principal balance as of the Cut-off Date of $60,000,000 and was contributed to the JPMCC 2016-JP3 trust. Note A-3 has an outstanding principal balance as of the Cut-off Date of $18,000,000 and is expected to be contributed to a future securitization trust. All loan level metrics are based on the Salesforce Tower Whole Loan balance.

 

With respect to Loan No. 18, 100 East Wisconsin Avenue, the mortgage loan is part of a whole loan with an original principal balance of $53,800,000 (the “100 East Wisconsin Avenue Whole Loan”) which is comprised of two pari passu components (Note A-1 and Note A-2). Note A-2 has an outstanding principal balance as of the Cut-off Date of $28,800,000 and is being contributed to the JPMDB 2016-C4 Trust. Note A-1 has an outstanding principal balance as of the Cut-off Date of $25,000,000 and was contributed to the JPMCC 2016-JP3 trust. All loan level metrics are based on the 100 East Wisconsin Avenue Whole Loan balance.

 

With respect to Loan No. 22, Westfield San Francisco Centre, the mortgage loan is part of a whole loan with an original principal balance of $558,000,000 (the “Westfield San Francisco Centre Whole Loan”) which is comprised of 28 components: 24 pari passu senior notes (the “Senior Notes”) with an aggregate original principal balance of $433,077,000 and four subordinate notes with an aggregate original principal balance of $124,923,000 (the “Junior Notes”). Note A-2-EMP-C4 and Note A-2-SFC-C4 have an outstanding aggregate principal

 

A-1-19

 

 

  balance as of the Cut-off Date of $23,529,000 and are being contributed to the JPMDB 2016-C4 Trust. Note A-1-EMP-C2, Note A-1-SFC-C2, Note A-1-EMP-C3 and Note A-1-SFC-C3 have an outstanding aggregate principal balance as of the Cut-off Date of $60,000,000 and were contributed to the CD 2016-CD1 trust. Note A-1-EMP-S1, Note A-1-EMP-S2, Note A-2-EMP-S1, Note A-2-EMP-S2, Note A-1-SFC-S1, Note A-1-SFC-S2, Note A-2-SFC-S1, Note A-2-SFC-S2, Note B-1-EMP, Note B-2-EMP, Note B-1-SFC and Note B-2-SFC have an outstanding aggregate principal balance as of the Cut-off Date of $306,942,000 and were contributed to the DBJPM 2016-SFC trust. Note A-1-EMP-C1, Note A-1-SFC-C1, Note A-2-EMP-C1 and Note A-2-SFC-C1 have an outstanding aggregate principal balance as of the Cut-off Date of $84,000,000 and were contributed to the DBJPM 2016-C3 trust. Note A-2-EMP-C2, Note A-2-EMP-C3, Note A-2-SFC-C2 and Note A-2-SFC-C3 have an outstanding aggregate principal balance as of the Cut-off Date of $60,000,000 and were contributed to the JPMCC 2016-JP3 trust. The remaining Senior Notes, with an aggregate outstanding principal balance as of the Cut-off Date of $23,529,000, are currently held by JPMCB or DBNY (or an affiliate of either entity) and are expected to be contributed to one or more future securitization trusts. All loan level metrics are based on the Westfield San Francisco Centre Whole Loan balance excluding the Junior Notes.
   
(7)

Each number identifies a group of related borrowers.

 

With respect to Loan No. 28, Bond Street Portfolio, the borrowers own the property as tenants-in-common.

   
(8) For each mortgage loan, the excess of the related Interest Rate % over the related Servicing Fee Rate, the Trustee Fee Rate (including the Certificate Administrator fee rate), the Senior Trust Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate (collectively, the “Admin Fee %”).
   
(9) For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service ($) was calculated as 1/12th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.
   
(10) With respect to all mortgage loans, except for the mortgage loan(s) listed below, Annual Debt Service ($) is calculated by multiplying the Monthly Debt Service ($) by 12.
   
  With respect to Loan No. 9, Moffett Gateway, the Annual Debt Service ($) was calculated based upon the sum of the first 12 principal and interest payments following the initial interest-only period based on the assumed principal payment schedule set forth on Annex G.
   
(11) With respect to Loan No. 3, Starbucks Center, the mortgage loan has an ARD feature with an anticipated repayment date of October 6, 2026, with an increase in the interest rate equal to 3.52400% per annum plus the greater of (i) 5.52400% per annum and (ii) the 10-year swap yield as of the ARD plus 4.00000%, until the Final Mat Date of October 6, 2028.
   
(12)

The “L” component of the prepayment provision represents lockout payments.

The “Def” component of the prepayment provision represents defeasance payments.

The “YM” component of the prepayment provision represents yield maintenance payments.

The “O” Component of the prepayment provision represents the free payments including the Maturity Date.

 

With respect to Loan No. 1, 9 West 57th Street, the lockout period will be at least 26 payments beginning with and including the first payment on October 1, 2016. Defeasance of the full $1.2 billion 9 West 57th Street 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) August 30, 2019. The assumed lockout period is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.

 

A-1-20

 

 

  With respect to Loan No. 2, 10 Hudson Yards, the lockout period will be at least 27 payments beginning with and including the first payment on September 6, 2016. Defeasance of the full $900.0 million 10 Hudson Yards Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) August 1, 2019. The assumed lockout period of 27 payments is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.
   
 

With respect to Loan No. 3, Starbucks Center, the lockout period will be at least 25 payments beginning with and including the first payment on November 6, 2016. Defeasance of the full $140.0 million Starbucks Center Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) September 14, 2019. The assumed lockout period of 25 payments is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the lockout period will be at least 24 payments beginning with and including the first payment on December 1, 2016. Defeasance of the full $325.0 million Fresno Fashion Fair Mall Whole Loan is permitted after the earlier to occur of (i) October 6, 2019 and (ii) the date that is two years from the closing date of the securitization that includes the last note to be securitized (the “Fresno Fashion Fair Mall Defeasance Date”). Following the expiration of the Fresno Fashion Fair Mall Defeasance Date, the borrower is also permitted to prepay the Fresno Fashion Fair Mall Whole Loan with the payment of a yield maintenance premium. The assumed lockout period is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.

   
 

With respect to Loan No. 8, 60 Madison Avenue, the lockout period will be at least 25 payments beginning with and including the first payment on November 6, 2016. Defeasance of the full $100.0 million 60 Madison Avenue Whole Loan is permitted after the earlier to occur of (i) two years from the closing date of the securitization that includes the last pari passu note to be securitized and (ii) September 12, 2019. The assumed lockout period of 25 payments is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.

 

With respect to Loan No. 9, Moffett Gateway, the lockout period will be at least 25 payments beginning with and including the first payment on November 1, 2016. Defeasance of the full $340.0 million Moffett Gateway Whole Loan is permitted after the date that is two years from the closing date of the securitization that includes the last note to be securitized (the “Moffett Gateway Defeasance Date”). If the Moffett Gateway Defeasance Date has not occurred by November 1, 2020, the borrower is permitted to prepay the Moffett Gateway Whole Loan with the payment of a yield maintenance premium. The assumed lockout period is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.

 

With respect to Loan No. 16, Salesforce Tower, the lockout period will be at least 26 payments beginning with and including the first payment on October 1, 2016. Defeasance of the full $108.0 million Salesforce Tower Whole Loan is permitted after the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized (the “Salesforce Tower Defeasance Date”). If the Salesforce Tower Defeasance Date has not occurred by October 1, 2020, the borrower is permitted to prepay the Salesforce Tower Whole Loan with the payment of a yield maintenance premium. The assumed lockout period is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.

 

With respect to Loan No. 22, Westfield San Francisco Centre, the lockout period will be at least 27 payment dates beginning with and including the first payment date of September 1, 2016. Defeasance of the full $558.0 million Westfield San Francisco Centre Whole Loan is permitted after the date that is the earlier to occur of (i) two years after the closing date of the securitization

 

A-1-21

 

 

  that includes the last note to be securitized and (ii) September 1, 2019 (the “Westfield San Francisco Centre Defeasance Date”). Following the expiration of the Westfield San Francisco Centre Defeasance Date, the borrowers are also permitted to prepay the Westfield San Francisco Centre Whole Loan with the payment of a yield maintenance premium. The assumed lockout period is based on the expected JPMDB 2016-C4 securitization closing date in November 2016. The actual lockout period may be longer.
   
(13)

With respect to some mortgage loans, historical financial information may not be available due to the when the properties were constructed and/or acquired.

 

With respect to Loan Nos. 2, 9, 14, 20, 28.01, 28.02, 28.04 and 32, 10 Hudson Yards, Moffett Gateway, The Hamptons, Arborwood at Mann Road Apartments, Bond Street Portfolio—Lawrenceville Center, Bond Street Portfolio—Hamilton Crossing, Bond Street Portfolio—Butler Crossing and Firethorne Retail Center, the related properties are newly constructed and some historical financials may not be available.

 

With respect to Loan Nos. 7 and 15, Nashville Technology Office Campus and Riverside Center, the related properties were recently acquired and some historical financials may not be available.

 

With respect to Loan No. 20, Arborwood at Mann Road Apartments, the UW NOI ($) is based on the trailing six-month financial data of February 1, 2016 through July 31, 2016.

   
(14)

With respect to all hotel properties, the UW NOI ($) is shown after taking a deduction for an FF&E reserve, and as such, the UW NOI ($) and UW NCF ($) for these properties are the same.

 

With respect to Loan No. 20, Arborwood at Mann Road Apartments, the mortgaged property is subject to Final Economic Revitalization Area Resolution No. 2013-A-045 2013 under which the property is eligible for up to five years of real property tax abatement. The lender underwrote real estate taxes based on the full unabated tax expense for the year as concluded by the appraiser, discounted by the average present value of the tax abatements over a five-year term discounted by 5.5%. See “Description of the Mortgage Pool—Real Estate and Other Tax Considerations” in the preliminary prospectus for additional information.

   
(15) The UW NOI DSCR and UW NCF DSCR for all partial interest-only mortgage loans were calculated based on the first principal and interest payment after the Note Date during the term of the mortgage loan.
   
(16)

Represents the amount deposited by the borrower at origination. All or a portion of this amount may have been released pursuant to the terms of the related loan documents.

 

With respect to Loan No. 5, Windsor Square, in addition to the Upfront Other Reserve ($), the borrower has deposited the sum of $202,300 with a law firm as escrow agent for outstanding tenant allowances under the lease for one of the tenants at the mortgaged property. The borrower has collaterally assigned its interest in the escrow agreement and escrow account to the lender. The escrow agreement provides that the escrow agent will release the funds upon receipt of a written notice from the borrower indicating that the tenant has satisfied the conditions set forth in the lease with respect to the funds.

 

With respect to Loan No. 13, 1 Kaiser Plaza, so long as the guarantor maintains a net worth of at least $450,000,000 (the “Lease Rollover Minimum Net Worth”), the guarantor may deliver a guaranty in lieu of the borrower’s requirement to make deposits into the Upfront TI/LC Reserve ($) at origination and on a monthly basis upon the following terms: (i) if the guarantor’s net worth is at least $600,000,000 (the “Lease Rollover Target Net Worth”), any amounts on reserve will be released to the borrower and the borrower’s requirement to make monthly deposits will be waived and (ii) if the guarantor’s net worth is no less than the Lease Rollover Minimum Net Worth, but less than the Lease Rollover Target Net Worth, 50% of the amount on reserve will be released to

 

A-1-22

 

 

 

the borrower and the borrower will be required to deposit 50% of the amount required to be deposited monthly. In each case, such guaranty was delivered at origination.

 

With respect to Loan No. 17, 100 Oceangate, at origination, the borrower reserved $2,750,000 relating to future leasing that will be transferred to a rollover reserve (to the extent rollover funds were used for tenant improvements and leasing commissions for such future leases) or a capital expenditure reserve after entering into leases for vacant space, provided, (i) such leases have base rent of at least $22,000 per month, (ii) gross base rents at the mortgaged property are no less than $4,715,000, (iii) the mortgaged property is 80% occupied and (iv) all future tenants have delivered an estoppel to the lender certifying that (a) they are in occupancy, (b) they are paying unabated rent, (c) all tenant improvements have been completed, (d) all leasing commissions have been paid and (e) all landlord obligations have been completed

   
 

With respect to Loan No. 22, Westfield San Francisco Centre, at origination, the borrowers were permitted to deliver two letters of credit in the aggregate amount of $4,300,000 from UBS AG Bank to cover gap rent and the tenant improvement obligations in connection with the recently executed Zara expansion lease in lieu of a cash deposit.

 

With respect to Loan No. 24, Beacon South Beach, the borrower reserved $1,500,000 at origination of the mortgage loan to a Holdback Reserve that will be disbursed to the borrower, as of the end of the fourth calendar quarter of the first year of the Beacon South Beach loan term or any calendar quarter thereafter, so long as the mortgaged property has a debt yield equal to or greater than 10.0%.

   
(17)

Represents the monthly amounts required to be deposited by the borrower. The monthly collected amounts may be increased or decreased pursuant to the terms of the related loan documents. In certain cases, reserves with $0 balances are springing and are collected in the event of certain conditions being triggered in the respective mortgage loan documents. In certain other cases, all excess cash flow will be swept into reserve accounts in the event of certain conditions being trigger in the respective mortgage loan documents.

 

With respect to Loan No. 1, 9 West 57th Street, in the event the debt service coverage ratio (as calculated in the loan documents) is less than 2.50x, the borrowers are required to deposit approximately $420,054 ($3.00 per square foot) into the Monthly TI/LC Reserve ($), provided that the borrowers are not be required to make any such deposit (i) if the balance of the reserve is equal to or greater than $25,000,000 and (ii) if (A) the debt service coverage ratio is at least 2.50x, (B) the funds in the reserve are at least $15,000,000 and (C) the mortgaged property is occupied by tenants under leases demising at least 65.0% of the rentable square footage.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the Monthly RE Tax Reserve ($), Monthly Capex Reserve ($) and Monthly TI/LC Reserve ($) are waived provided that there is no trigger period in effect. A trigger period will commence upon the occurrence and continuance of an event of default or the occurrence of the date when the debt service coverage ratio falls below 1.45x. Following the occurrence and during the continuance of a trigger period, the borrower is required to deposit $7,670 into the Monthly Capex Reserve ($) for replacement reserves and $46,368 into the Monthly TI/LC Reserve ($) for tenant improvements and leasing commissions.

 

With respect to Loan No. 5, Windsor Square, the deposits into the Monthly RE Tax Reserve ($) are waived with respect to any tax parcel for which the taxes or assessments are paid directly to the taxing authority by a tenant on an annual basis or otherwise when due, provided that (i) no event of default under the loan documents has occurred and is continuing, (ii) taxes are actually paid by such tenants prior to the assessment of any penalty for late payment and prior to the date that such taxes are considered delinquent and (iii) the borrower provides the lender with satisfactory evidence that the taxes and assessments have been paid by such tenants prior to the assessment of any penalty for late payment and prior to the date that such taxes are considered delinquent.

 

A-1-23

 

 

   
  With respect to Loan No. 11, Embassy Suites Monterey Bay Seaside, the borrower is required to deposit into the Monthly Capex Reserve ($), on a monthly basis, an amount equal to the greater of (a) the aggregate amount of all deposits for replacements required to be deposited pursuant to any franchise or management agreement of (b) 4.0% of gross income from operations for the two calendar months prior to the date on which the borrower is required make such deposit. To the extent no event of default exists, the loan documents provide that the borrower will receive a credit against each monthly deposit on a dollar for dollar basis to the extent the borrower makes deposits into a similar reserve maintained with the franchisor if the franchise agreement requires such a reserve. If the borrower is not receiving such credit and there is no event of default, the loan documents require the lender to make monthly disbursements of an amount equal to 3.0% of gross income from operations for the two calendar months prior to such date into the Monthly Other Reserve ($) for the PIP outstanding at origination. In addition, the mortgage loan is structured with a cash flow sweep at origination, which expires upon the earlier to occur of (a) completion of the PIP or (b) on the date on which the aggregate amount deposited into the Monthly Other Reserve ($), including the initial deposit of $6,000,000, equals $9,064,225 (the “PIP Amount”). During the cash sweep period described in the previous sentence (the “PIP Cash Sweep Period”), the borrower is required to deposit (i) so long as no event of default or any bankruptcy action of the borrower has occurred and is continuing, on each monthly payment date, amounts from the excess cash flow reserve until the aggregate amount deposited in the PIP reserve equals the PIP Amount and (ii) upon (a) the occurrence of an event of default and an acceleration of the loan or (b) a transfer of the property and assumption of the loan (a “Transfer Trigger”) as permitted by the loan documents (each of (a) and (b) is a “Reserve Trigger Event”), if the aggregate amount deposited pursuant to clause (i) prior to the date of the applicable Reserve Trigger Event, together with any disbursements from the replacement reserve into the PIP reserve (which may not exceed 3.0% of the annual gross income from the operation of the property), does not equal to or exceed the PIP Amount, the difference between (x) the PIP Amount and (y) the aggregate amount deposited into the reserve from origination through the date of a Reserve Trigger Event and, with respect to the Reserve Trigger Event under clause (ii)(a), after giving credit for certain excess cash flow amounts from and after the Reserve Trigger Event. The guarantor has delivered a guaranty for, upon a Reserve Trigger Event, payment of amounts set forth in (ii)(a) and (b) above and is required to maintain a net worth in the amount equal to $40,000,000 while the guaranty is outstanding.
   
 

With respect to Loan No. 11, Embassy Suites Monterey Bay Seaside, the Monthly Other Reserve ($) includes a reserve for ground rent in the amount of (x) 1/12th of the base rents due under the ground lease that the lender estimates will be payable under the ground lease and (y) 1/12th of the percentage or additional rents and other charges paid under the ground lease in the prior calendar year. The monthly deposits into the ground rent reserve is waived to the extent ground rent is timely paid by the borrower and the borrower delivers to the lender evidence reasonably acceptable that each monthly payment of ground rent is paid when due in accordance with the ground lease and no event of default or cash sweep period under the loan documents is continuing.

 

With respect to Loan No. 12, Westin Memphis, after the finalization of the initial PIP, the borrower is required to deposit, on a monthly basis into the Monthly Capex Reserve ($), an amount equal to the greatest of (i) (a) for the first 48 monthly payment dates following the finalization of the initial PIP, 4.0% of the projected rents derived from guest rooms at the Westin Memphis property for the prior month as set forth in the most recent approved annual budget (provided that, the extent the lender determines that actual rents derived from guest rooms at the Westin Memphis property are more than 5.0% in excess of such projections, the lender has the option to increase the percentage to cause the amount reserved to match the actual rents derived from guest rooms at the Westin Memphis property) and (b) for each monthly payment date thereafter commencing on the 49th monthly payment date, 4.0% of the projected rents for the entire Westin Memphis property for the prior month as set forth in the most recent approved annual budget (provided that, the extent the lender determines that actual rents derived from guest rooms at the Westin Memphis property are more than 5.0% in excess of such projections, the lender has the option to

 

A-1-24

 

 

  increase the percentage to cause the amount reserved to match the actual rents derived from guest rooms at the Westin Memphis property), (ii) the then-current amount required by the management agreement and (iii) the then-current amount required by the franchise agreement for approved capital expenditures and the repair and replacement of FF&E.
   
 

With respect to Loan No. 12, Westin Memphis, on each monthly payment date during which the ground rent account suspension conditions, as defined in the loan documents, are not satisfied, the borrower must deposit an amount equal to the greater of (x) 125.0% of the amount of the sub-subground rent set forth in the approved annual budget for the month in which such monthly payment date occurs and (y) 125.0% of the sub-subground rent that was due for the month that is 12 months prior to the monthly payment date in question.

 

With respect to Loan No. 13, 1 Kaiser Plaza, the borrower may deliver a letter of credit in the amount of the reserve cap in lieu of deposits required to be made into the Monthly TI/LC Reserve ($). In the event that monthly deposits are required, pursuant to the terms outlined above, the borrower is required to deposit an amount that is equal to the quotient of the TI/LC Reserve Cap ($) divided by the number of payment dates remaining through and including the payment date in February 2023. Additionally, the loan documents require the borrower, should the Largest Tenant at the property, Kaiser Foundation Health Plan, Inc. (“KFHP”), give notice of its intent to exercise its right to contract any portion of its premises under the KFHP lease, to promptly notify the lender and increase the succeeding 12 deposits into the Monthly TI/LC Reserve ($) by $4.09 per square foot of space being contracted, a total increase of $49.08 per square foot for the succeeding 12-month period.

 

With respect to Loan No. 15, Riverside Center, UnitedHealthcare pays rent under its lease on a quarterly basis. Rent is due under the Riverside Center mortgage loan documents on a monthly basis. In connection therewith, a reserve is established to hold the full rent payment. One-third of such quarterly rent payment shall be released from the reserve each month and applied to the payment of the monthly amounts due under the loan documents, with the excess being disbursed to the borrower, provided no trigger event is then continuing.

 

With respect to Loan No. 22, Westfield San Francisco Centre, in lieu of making any monthly payments to any reserve account, the borrowers may deliver (i) a letter of credit or (ii) one or more guaranties from Westfield America, Inc., one of the loan sponsors, or an affiliate of Westfield America, Inc. that has total assets (in name or under management) in excess of $800 million and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus, shareholder’s equity or net worth of at least $400 million.

 

 

With respect to Loan No. 24, Beacon South Beach, the borrower is required to deposit $36,667 on each monthly payment date occurring in the months of January through and including May of each year and December of each year for the purpose of funding a seasonal working capital reserve.

 

With respect to Loan No. 25, Sorrento Pines, the ongoing Monthly TI/LC Reserve ($) is required to be (a) approximately $11,943 during the interest-only period of the mortgage loan term ending on and including the monthly payment date in June 2018 and (b) following the expiration of the interest-only period of the mortgage loan term, approximately $7,644.

 

With respect to Loan No. 28, Bond Street Portfolio, the borrowers are required to make deposits into the Monthly Capex Reserve ($) in the amount of $803.65 once the balance in the reserve falls to or below $10,000.

 

With respect to Loan No. 29, The Comeau Building West Palm Beach, the borrower, provided it submits proof of payment to the lender, is permitted to pay quarterly premiums for the general liability policy. Additionally, the borrower is permitted to keep in force the existing premium finance agreement for the property and umbrella policies, provided: (i) the borrower submits proof of payment to the lender, (ii) at origination the borrower deposited $45,000, six months of

 

A-1-25

 

 

 

premiums, into a reserve and (iii) the premium financer agrees to provide lender with notice in the event of cancellation of the policies subject to the premium financing agreement.

 

With respect to Loan No. 30, Hampton Inn & Suites Albany, in addition to the deposits to the Monthly Capex Reserve ($), the borrower is also required to deposit any amounts required for any PIP by any franchise agreement.

 

With respect to Loan No. 35, Holiday Inn: Cleveland East, the borrower is required to deposit any amounts required for any PIP by any franchise agreement into the Monthly Other Reserve ($).

   
(18)

Represents a cap on the amount required to be deposited by the borrower pursuant to the related mortgage loan documents. In certain cases, during the term of the mortgage loan, the caps may be altered or terminated subject to conditions of the respective mortgage loan documents.

 

With respect to Loan No. 13, 1 Kaiser Plaza, the Monthly TI/LC Reserve ($) is subject to a cap of $18,000,000 (approximately $49.08 per square of foot of KFHP’s leased area). The loan documents require that the TI/LC Reserve Cap ($) be reduced to $0 when either (i) KFHP has either renewed or extended its lease and any and all rights to contract or terminate the lease with respect to any portion of the premises have been extinguished or (ii) the space occupied by such tenant(s) has been re-let to one or more replacement tenants (which may include KFHP), provided that, in either case, all tenant improvement and leasing commission obligations have been satisfied and either (x) such tenant(s) or replacement tenant(s) is paying full contractual rent, (y) the borrower has deposited the amount of any abated rent with the lender or (z) such tenant(s) has a long term unsecured credit rating of Baa3 or higher from Moody’s or BBB- or higher from S&P and has no right to terminate its lease prior to the expiration of the free rent period under the lease.

 

With respect to Loan No. 24, Beacon South Beach, upon the borrower’s request at any time after the end of the first year of the loan term, if the rents less required reserve and monthly debt service payments for the 12-month period preceding such request was less than $75,000, the lender may reduce the seasonal working capital reserve cap from $220,000 to $165,000. In addition, on any date after one year following the initial seasonality reserve cap reassessment, if the rents less required reserve and monthly debt service payments for the 12-month period preceding such request is less than $75,000 the borrower will have a one-time option request to further decrease the reduced seasonal working capital reserve cap to an amount equal to the product of (x) the monthly debt service payment amount multiplied by 1.20 and (y) the number of seasonal months in the prior 12-month period, less (ii) the sum of the rents less required reserve payments for each seasonal month during the prior 12-month period, provided in no event may the second reduced cap be less than $50,000.

 

With respect to Loan No. 25, Sorrento Pines, if at any time (i) the TI/LC Reserve ($) funds are equal to or exceed $573,280, (ii) at least 90.0% of the total square footage in the improvements is occupied by tenants that are continuously operating in the premises demised under their respective leases, paying full contractual rent, not subject to bankruptcy action and are not in default beyond any applicable notice under the terms of their respective leases and (iii) the borrower has delivered an acceptable lease extension regarding the Pall Corporation lease, which provides, among other things, that the Pall Corporation lease has a term that expires no sooner than February 29, 2024, the borrower’s obligation to pay the rollover reserve monthly deposit will be suspended.

   
(19) With respect to the footnotes hereto, no footnotes have been provided with respect to tenants that are not among the five largest tenants by square footage for any Mortgaged Property.
   
(20)

In certain cases, the data for tenants occupying multiple spaces includes square footage only from the primary spaces sharing the same expiration date, and may not include smaller spaces with different expiration dates.

 

A-1-26

 

 

 

With respect to Loan No. 8, 60 Madison Avenue, the Largest Tenant, Tapad Inc., consists of 18,759 square feet expiring in January 31, 2021 and 9,261 square feet expiring in February 28, 2023.

 

With respect to Loan No. 13, 1 Kaiser Plaza, the Largest Tenant, Kaiser Foundation Health Plan, Inc. (“KFHP”), encompasses two leases. KFHP leases 283,081 square feet expiring in February 2025, in addition to 83,696 square feet expiring in February 2027. KFHP also leases an additional 6,339 square feet of storage space. In addition, the 2nd Largest Tenant, Aiken & Welch, Inc., leases 9,838 expiring in April 2021, in addition to 1,797 square feet expiring in April 2017. Aiken & Welch, Inc. also leases an additional 2,014 square feet of storage space. The 3rd Largest Tenant, Sitzmann Morris & Lavis, Inc., also leases an additional 270 square feet in storage space.

 

With respect to Loan No. 15, Riverside Center, the Largest Tenant and sole tenant, UnitedHealthcare, consists of 181,069 square feet expiring in June 30, 2028 and 91,527 square feet expiring in June 30, 2023.

 

With respect to Loan No. 16, Salesforce Tower, the 2nd Largest Tenant, JPMorgan Chase Bank, National Association, consists of 85,783 square feet expiring in June 2020 and 116,522 square feet expiring in June 2025.

 

With respect to Loan No. 26, Cambridge Office, the Largest Tenant, Shire, consists of (i) 29,100 square feet expiring November 9, 2018 at 205 Alewife Brook Parkway, (ii) 14,712 square feet expiring November 10, 2018 at 185 Alewife Brook Parkway and (iii) 24,735 square feet expiring November 30, 2020 at 185 Alewife Brook Parkway.

   
(21)

The lease expirations shown are based on full lease terms; however, in some instances, the tenant may have the option to terminate its lease with respect to all or a portion of its leased space prior to the expiration date shown. 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 subject lease.

 

With respect to Loan No. 1, 9 West 57th Street, the borrower has a space lease with Solow Management Corp. which is an affiliate of the borrower and sponsor.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the Largest Tenant at the property, JCPenney, has the right to purchase its leased parcel under the related lease if the tenant determines that the lease has become “uneconomical” in accordance with the lease. The borrower may nullify this purchase option and the loan agreement requires that the borrower reject any offer to purchase the leased parcel. However, the lease provides that if the borrower rejects the offer to purchase, the lease will be terminated.

   
  With respect to Loan No. 4, Fresno Fashion Fair Mall, the lease for the 2nd Largest Tenant, Victoria’s Secret, contains a co-tenancy clause that requires (i) more than three “Major Tenants” (as defined in the lease) to be open for business or (ii) 70% of other stores having storefronts or entrances on the enclosed mall excluding any “Major Tenants” (each of the foregoing (i) and (ii), the “VS Co-Tenancy Requirement”) are open for business for reasons other than temporary permitted closures in accordance with the lease agreement. If the VS Co-Tenancy Requirement is breached (A) for 180 consecutive days, after such period, the tenant may pay a reduced rent of 5% of gross sales and (B) for 365 consecutive days, after such period, the tenant may terminate the lease with notice prior to the later of (i) 395 consecutive days from date the tenant was entitled to commence payment of the alternative rent, or (ii) 60 days following the date of the tenant’s notice that it is beginning the payment of alternative rent. If the tenant does not provide notice of termination as provided in the preceding sentence, the tenant is required to resume paying full rent. In addition, the lease for the 5th Largest Tenant, Anthropologie, contains a co-tenancy clause that requires (i) three or more tenants of 90,000 square feet or more to be operating or (ii) more than 65% of the total square footage of the mall (excluding the leased premises) is occupied by tenants operating (each of the foregoing (i) and (ii), the “Anthropologie

 

A-1-27

 

 

  Co-Tenancy Requirement”). If the Anthropologie Co-Tenancy Requirement is breached (A) for six months or more, the tenant may pay a reduced rent of 6% of gross sales, and (B) for 365 consecutive days, after such period, the tenant may terminate the lease with 60 days notice following such 365 day period. If the tenant does not provide notice of termination as provided in the preceding sentence, the tenant is required to resume paying full rent.
   
 

With respect to Loan No. 5, Windsor Square, the lease for the 5th Largest Tenant, Ross Dress for Less, contains a co-tenancy clause that requires (i) Kohl’s to be operating or (ii) no less than 70% of the northern part of the shopping center excluding Sam’s Club to be occupied (each of the foregoing (i) and (ii), the “Windsor Co-Tenancy Requirement”). If the Windsor Co-Tenancy Requirement is breached (A) for six consecutive months, after such six-month period, the tenant may pay a reduced rent of 2% of gross sales (but not less than 50% of the minimum rent, plus reimbursements), and (B) for an additional 18 consecutive months after such six-month period, the tenant may terminate the lease no later than 30 days after the end of such 18-month period, upon 30 days’ notice. If the tenant does not terminate within 30 days following such 18-month period, the tenant is required to resume paying full rent.

 

With respect to Loan No. 6, PNC Center, the Largest Tenant, PNC Bank, National Association, is subleasing approximately 20,725 square feet to Finishmaster and approximately 41,450 square feet to the State of Indiana Department of Education. In addition, (i) the 2nd Largest Tenant, Kronos Incorporated, has the right to terminate its lease as of January 31, 2018, with 12 months’ notice and the payment of a termination fee; (ii) the 4th Largest Tenant, the Indiana Gaming Commission, has the right to terminate its lease if state funds are not allocated to continue the lease or in the event the tenant intends to relocate to a building owned by the State of Indiana, in each case with six months’ notice and the payment of a termination fee; and (iii) the 5th Largest Tenant, the Indiana Utility Regulatory, has the right to terminate its lease if state funds are not allocated to continue the lease or in the event the tenant intends to relocate to a building owned by the State of Indiana, in each case with six months’ notice and the payment of a termination fee.

 

With respect to Loan No. 8, 60 Madison Avenue, the Largest Tenant at the property, Tapad Inc., has a one-time right to terminate its lease with respect to approximately 18,759 square feet of the 28,020 square feet it leases effective January 31, 2019, subject to providing notice no more than 180 days and no less than 120 days prior to the termination date and payment of a $94,904 termination fee. Tapad Inc. also has a right to terminate their lease with respect to approximately 9,261 square feet of the 28,020 square feet it leases effective November 27, 2020, subject to providing notice no less than 240 days prior to the termination date and payment of a termination fee equal to the sum of the unamortized cost of the landlords initial construction costs plus commission payable to the broker in connection with the terminated lease. The 2nd Largest Tenant, Massachusetts Mutual Life Insurance Company has a one-time right to terminate its lease on the entire seventh floor and/or all or a portion of the ninth floor on August 14, 2021, subject to providing notice no less than nine and no more than 12 months prior any payment of a termination fee equal to the sum of the unamortized portion of costs and expenses paid for by the landlord in connection with the lease, including the cost and expense of the initial construction and any brokerage commission paid by the landlord in connection with the lease in the amount of (x) $249,463 for the seventh floor premises and (y) $396,731 for the ninth floor premises.

   
 

With respect to Loan No. 13, 1 Kaiser Plaza, the Largest Tenant, KFHP, has the right to contract its leased space as follows: (i) by up to 140,000 square feet at any time (including up to 100,000 square feet of space located on the 24th floor through the 27th floor (the “High Rise Space”)) with 12 months’ notice and the payment of a contraction fee, except that the tenant may not exercise this option with respect to the High Rise Space prior to March 1, 2018; (ii) with respect to all or any portion of its space located on the ground floor through the 23rd floor at any time on or after February 28, 2023, with 15 months’ notice and the payment of a contraction fee; and (iii) with respect to all or any portion of the High Rise Space at any time after February 28, 2025, with 15 months’ notice and the payment of a contraction fee.

 

A-1-28

 

 

 

With respect to Loan No. 15, Riverside Center, the Largest Tenant at the property, UnitedHealthcare is subleasing 64,133 square feet to Kaplan Financial Education, 36,975 square feet to SAP America, Inc., 22,466 square feet to D. Weber Restaurant, LLC, 10,843 square feet to Riverside Corporate Wellness, LLC and 543 square feet to D. Weber Restaurant II, LLC.

 

With respect to Loan No. 16, Salesforce Tower, the Largest Tenant, Salesforce.com, Inc., if the borrower fails to deliver possession to Salesforce of any portion of the 21st or 23rd floors by February 1, 2017, then the tenant has the right to terminate its lease solely with respect to such portions of the 21st and/or the 23rd floor, with written notice at any time prior to the date that such portion is actually delivered to the tenant. If the borrower fails to deliver possession of any portion of the 22nd floor by March 1, 2017, then the tenant has the right to terminate its lease solely with respect to such portion of the 22nd floor, with written notice at any time prior to the date that such portion is actually delivered to the tenant. The 2nd Largest Tenant, JPMorgan Chase Bank, National Association, is subleasing approximately 19,214 square feet to KPMG, 15,231 square feet to Thomas Caterers of Distinction, Inc., 13,335 square feet to Central Indiana Corporate Partnership, Inc., 12,175 square feet to the Greater Indianapolis Chamber of Commerce, Inc. and 6,614 to Indianapolis Downtown, Inc. The 3rd Largest Tenant, Bose McKinney & Evans, LLP, is subleasing approximately 12,527 square feet to Caldwell Vanriper, LLC. In addition, the 4th Largest Tenant, Ernst & Young U.S. LLP, has the right to terminate its lease as of September 30, 2020 with 12 months’ notice and the payment of a termination fee.

   
 

With respect to Loan No. 18, 100 East Wisconsin Avenue, the 3rd Largest Tenant, Wells Fargo Bank, N.A., has the right to terminate its lease as of October 31, 2021, with 12 months’ notice and the payment of a termination fee. The tenant also has the option to contract a portion of its space on either the 12th or 14th floors (not to exceed 50% of the rentable area for such floor) as of October 31, 2021, with 12 months’ notice and the payment of a contraction fee. The 4th Largest Tenant, Johnson Bank, has the right to terminate its lease as of April 30, 2018, with 360 days’ notice and the payment of a termination fee.

 

With respect to Loan No. 22, Westfield San Francisco Centre, the Largest Tenant, San Francisco State University, is subleasing approximately 18,354 square feet to San Francisco Examiner and approximately 18,712 square feet to Westfield Labs (which is an affiliate of the borrower). The sub-leased premises will be subject to the San Francisco State University lease that expires December 31, 2021. In addition, the 2nd Largest Tenant, Crunchyroll, Inc., is subleasing approximately 30,000 square feet to GoPro, Inc. The sublease expires in June 2017. During the sublease period, Crunchyroll, Inc. is required to pay the borrowers, as additional rent, 50% of all rent, additional rent or other consideration paid by GoPro, Inc. to Crunchyroll, Inc. in excess of the rent and additional rent already payable for such space under the prime lease. No additional income in connection with such subleases has been underwritten. In addition, the 4th Largest Tenant, Bespoke, is an affiliate of the borrowers.

 

With respect to Loan No. 26, Cambridge Office, the 3rd Largest Tenant at the property, AEAI, Inc has the right to terminate its lease at 185 Alewife Brook Parkway, a portion of the mortgaged property, any time after September 30, 2017 upon 120 days’ written notice to the landlord.

 

With respect to Loan No. 29, The Comeau Building West Palm Beach, the 2nd Largest Tenant at the mortgaged property, Quantuvis, has the ongoing right to terminate its lease at any time after May 14, 2020 upon at least six months’ written notice to the borrower, subject to a termination fee equal to (i) the amortized leasing costs associated with the Quantuvis lease, (ii) 25% of the rent due for the terminated portion of the Quantuvis lease, and (iii) the security deposit and any prepaid rent associated with the Quantuvis lease.

   
(22)

In certain cases, the Principal / Carveout Guarantor name was shortened for spacing purposes.

 

With respect to Loan No. 3, Starbucks Center, there is no separate carve-out guarantor and the loan is fully recourse to the borrower. In addition, Nitze-Stagen & Co., Inc., a sponsor affiliate,

 

A-1-29

 

 

 

agreed to indemnify the lender for any loss, up to $1.0 million, related to the borrower’s failure to comply with environmental laws and/or remediation of the property.

 

With respect to Loan No. 9, Moffett Gateway, the borrower is permitted to obtain the release of Joseph K. Paul and Jay Paul Revocable Living Trust Dated November 9, 1999, as Amended and Restated on March 19, 2010, on certain terms and conditions in the loan documents, which include, without limitation (i) no event of default has occurred and is then continuing, (ii) such release is permitted by then applicable REMIC requirements and (iii) Paul Guarantor LLC has a net worth of not less than $300,000,000 and liquidity of not less than $20,000,000.

 

With respect to Loan No. 10, 693 Fifth Avenue, there is no separate Carveout Guarantor, and the related borrower is the sole party responsible for any breaches or violations of the nonrecourse carve-out provisions in the mortgage loan documents or the environmental indemnity.

 

With respect to Loan No. 22, Westfield San Francisco Centre, the obligations and liabilities of the Principal / Carveout Guarantors under the full recourse carve-out provisions in the loan documents are capped at 10% of the outstanding principal balance of the Westfield San Francisco Centre Whole Loan.

   
(23)

With respect to Loan No. 1, 9 West 57th Street, the borrowers have pledged both the fee interest in the mortgaged property and the leasehold estate. The borrowers are permitted to terminate the ground lease upon certain terms and conditions in the loan documents which include, without limitation, delivery of a new title policy or an endorsement to the existing title policy, confirmation that all space leases will remain in full force and effect and satisfaction of any REMIC requirements.

 

With respect to Loan No. 2, 10 Hudson Yards, the borrower, who owns the fee simple interest in the mortgaged property, has entered into (i) a company lease agreement, dated as of August 1, 2016 (the “Company Lease”), between the borrower, as landlord, and the New York City Industrial Development Agency (the “IDA”), as tenant, pursuant to which borrower leased the mortgaged property to the IDA, and (ii) an agency lease agreement, dated as of August 1, 2016 (the “IDA Lease”), between the IDA, as sublandlord, and the borrower, as subtenant, pursuant to which the IDA subleased the mortgaged property to the borrower. The Company Lease and the IDA Lease each have terms expiring on June 30, 2043, approximately 17 years beyond the maturity of the Mortgage Loan, with no extension options. During the term of the IDA Lease, the borrower is required to make payments in lieu of New York City real property taxes (“PILOT”) with respect to the mortgaged property in the amounts set forth in a schedule to the IDA Lease. Real estate taxes were underwritten on the basis of the PILOT payments. The borrower’s obligation to pay PILOT under the IDA Lease is secured by three fee and leasehold PILOT mortgages (collectively, the “PILOT Mortgages”), from the borrower and the IDA in favor of the Hudson Yards Infrastructure Corporation (“HYIC”) in the aggregate principal amount of $475,000,000 encumbering the borrower’s fee interest in the mortgaged property and subtenant’s interest under the IDA Lease and the IDA’s interest under the Company Lease. The liens of the PILOT Mortgages are senior in priority to the Mortgage securing the 10 Hudson Yards Whole Loan. Notwithstanding the foregoing, for purposes of this column, the related borrower’s interest in this mortgage loan is shown as fee (and the temporary lease by IDA is ignored).

   
  With respect to Loan No. 7, Nashville Technology Office Campus, the Nashville Technology Office Campus property was purchased and developed under a structure which confers certain real estate tax benefits on the largest tenant, Dell and its affiliates. In September 1999, The Industrial Development Board of the Metropolitan Government of Nashville & Davidson County (“IDB”) issued revenue bonds (the “Bonds”), which were purchased by Dell Computer Holdings, L.P. (the “Dell Bondholder”). The proceeds of the Bonds were used by the IDB to purchase and develop the Nashville Technology Office Campus property as a “built-to-suit” regional facility for Dell and Dell ground leased the property from the IDB pursuant to a Lease Agreement dated September 28, 1999 (the “Ground Lease”) with an expiration on September 27, 2039. Pursuant to the Ground Lease, Dell pays to IDB amounts sufficient to pay the principal of, the redemption

 

A-1-30

 

 

  premium (if any) and the interest on the Bonds as the same become due. The right to receive such payments is assigned to Dell Bondholder resulting in a complete setoff between the affiliated entities. Additionally, the repayment of amounts due under the Bonds to the Dell Bondholder are secured by a mortgage lien on the fee interest in the property (the “Junior Deed of Trust”). The foregoing structure results in the portions of the Nashville Technology Office Campus property which are leased (or subleased) to Dell or its affiliates benefiting from a tax abatement program pursuant to which real estate taxes are abated and Dell makes payments in lieu of taxes in amounts based in part on Dell’s employee count in the mortgaged property. On July 15, 2015 (i) Dell sold its rights under the Ground Lease (which includes a reversionary right in the fee interest whereby upon the termination of the Ground Lease the borrower is required to purchase and the IDB is required to sell the fee interest for $10.00) to the borrower and (ii) the Dell Bondholder sold its rights in the Bonds to an affiliate of the borrower. At the time of sale, Dell leased back 226,779 square feet of the mortgaged property and retained the tax benefits originally conferred on it as part of the IDB structure. Notwithstanding the foregoing, for purposes of this column, the related borrower’s interest in this mortgage loan is shown as fee (and the temporary lease by IDB is ignored).
   
 

With respect to Loan No. 17, 100 Oceangate, the mortgage loan is secured in part by a leasehold interest in an area used for parking not required for compliance with zoning pursuant to a ground lease with the City of Long Beach which expires on June 30, 2054.

 

With respect to Loan No. 19, Shops at Avenue North, the mortgage loan is secured by the borrower’s sub-leasehold interest in the mortgaged property pursuant to a lease (the “Shops Sub-Ground Lease”) with Beech Interplex, Inc., (“Beech”), which entity leases the mortgaged property from the Philadelphia Redevelopment Authority (“PRA”) , as ground lessor (the “Shops Ground Lease”). The Shops Sub-Ground Lease and the Shops Ground Lease have an expiration date of February 16, 2104, with 10 consecutive options to extend the term for five years. A portion of the rent due under the Shops Sub-Ground Lease has been paid by the borrower pursuant to a one-time payment of $1,000,000 to Beech. The borrower’s remaining rent obligations to Beech were transferred by the borrower to the owner of an adjacent parcel (which parcel is also subject to a ground lease with PRA and which parcel is not part of the mortgaged property). As such, the borrower has no ongoing rental obligations pursuant to the Shops Sub-Ground Lease. In the event the assignee of the obligation to pay rent fails to pay rent to Beech, Beech agreed it will not assert a claim against the borrower for any rent amounts owed by such assignee. In the event the borrower or Beech defaults under the Shops Sub-Ground Lease or Shops Ground Lease, respectively, the applicable lessor is required to provide notice to the lender and a reasonable opportunity to cure such default. In addition, if the Shops Sub-Ground Lease is terminated as a result of a default by Beech under the Shops Ground Lease, the PRA is required to enter into a direct lease with the borrower.

 

With respect to Loan No. 22, Westfield San Francisco Centre, the loan is secured in part by the one of the borrower’s leasehold interests in the portion of the mortgaged property known as San Francisco Centre, constituting approximately 23.4% of the total net rentable area, and by the other borrower’s fee simple interest in the portion of the mortgaged property known as the Emporium, constituting approximately 76.6% of the total net rentable area.

   
(24) The classification of the lockbox types is described in the preliminary prospectus. See “Description of the Mortgage Pool – Lockbox Accounts” for further details.
   
(25) With respect to Loan No. 8, 60 Madison Avenue, the 60 Madison Avenue Whole Loan will be serviced under the JPMDB 2016-C4 Pooling and Servicing Agreement until such time that the controlling pari passu companion loan is securitized, at which point the 60 Madison Avenue Whole Loan will be serviced under the related pooling and servicing agreement. The initial controlling noteholder is GACC, or an affiliate, as holder of the related controlling pari passu companion loan.

 

A-1-31

 

 

  With respect to Loan No. 9, Moffett Gateway, the Moffett Gateway Whole Loan will be serviced under the JPMDB 2016-C4 Pooling and Servicing Agreement until such time that the controlling pari passu companion loan is securitized, at which point the Moffett Gateway Whole Loan will be serviced under the related pooling and servicing agreement. The initial controlling noteholder is JPMCB, or an affiliate, as holder of the related controlling pari passu companion loan.
   
(26)

Refers to (a) debt secured by the mortgaged property, (b) mezzanine debt and (c) preferred equity. See “Description of the Mortgage Pool—Additional Debt—Mezzanine Indebtedness,” “—Future Mezzanine Debt” and “—Preferred Equity” and “Certain Legal Aspects of the Mortgage Loans” in the preliminary prospectus for information related to mortgage loans with subordinate, mezzanine or other additional debt or preferred equity that permit subordinate, mezzanine or other additional debt in the future.

 

With respect to Loan No. 2, 10 Hudson Yards, The 10 Hudson Yards Whole Loan includes a B-Note with an original principal balance of $191,900,000 that was contributed to the Hudson Yards 2016-10HY transaction. In addition, a $300,000,000 mezzanine loan was funded concurrently with the origination of the 10 Hudson Yards Whole Loan and thereafter sold to 10HY Mezzanine Lender LLC. The mezzanine loan is coterminous with the 10 Hudson Yards Whole Loan and accrues interest at a fixed per annum rate equal to 4.65000%. An intercreditor agreement is in place with respect to the 10 Hudson Yards Whole Loan and the related mezzanine loan.

 

With respect to Loan No. 3, Starbucks Center, provided the Anticipated Repayment Date has not yet occurred, the Starbucks Center loan permits either future mezzanine debt (to an affiliate of the borrower) or a future preferred equity investment (in the borrower) provided, among other things, (i) the combined (A) LTV is no more than 48.5%, (B) DSCR is no less than 1.65x and (C) debt yield is no less than 10.5%, (ii) such future indebtedness is (A) coterminous with the Starbucks Center Whole Loan and (B) is conditioned on lender receiving rating agency approval, (iii) with respect to a preferred equity investment, such investment is not secured by any collateral and creates no obligations or liabilities on the part of the borrower and (iv) such junior lender enters into either an intercreditor or recognition agreement, as applicable, with lender.

 

With respect to Loan No. 4, Fresno Fashion Fair Mall, the loan documents permit the borrower to enter into a Property Assessed Clean Energy (PACE) loan that is repaid through multi-year assessments against the property in an amount not to exceed $10,000,000, subject to the mortgage lender’s consent (which may not be unreasonably withheld, conditioned or delayed) and delivery of a rating agency confirmation. The borrower may also incur personal property purchase money financing and leases up to an aggregate amount of not greater than $2,000,000 (except for equipment leases associated with sustainability and environmental initiatives provided the same do not, in and of themselves, secure an aggregate amount in excess of $5,000,000). See “Description of the Mortgage Pool—Additional Debt—Other Secured Indebtedness” in the preliminary prospectus for additional information.

 

With respect to Loan No. 23, Lake Pointe Corporate Center, additional future mezzanine debt is permitted provided, among other things, (i) the combined (A) LTV is no more than 74.9%, (B) DSCR is no less than 1.35x and (C) debt yield is no less than 8.0% (ii) is secured only by collateral which is not collateral for the Lake Pointe Corporate Center Loan, (iii) creates no additional liens on any portion of mortgaged property, and (iv) has a term coterminous with the mortgage loan.

 

A-1-32