FWP 1 n560_ts-x3.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-180779-19
     

 

 

   
(MORGAN STANLEY LOGO) (BANK OF AMERICA LOGO)
   

MSBAM 2015-C26

Free Writing Prospectus

Structural and Collateral Term Sheet

 

$1,048,168,904

(Approximate Total Mortgage Pool Balance)

$904,045,000

(Approximate Offered Certificates)

Morgan Stanley Capital I Inc.

as Depositor

Morgan Stanley Mortgage Capital Holdings LLC

Bank of America, National Association

CIBC Inc.
Starwood Mortgage Funding III LLC

as Sponsors and Mortgage Loan Sellers

 

 

Commercial Mortgage Pass-Through Certificates

Series 2015-C26

 

 

October 22, 2015 

 

   
MORGAN STANLEY BofA MERRILL LYNCH
   

Co-Lead Bookrunning Manager

 

CIBC World Markets

 

Co-Lead Bookrunning Manager

 

Drexel Hamilton

 

Co-Managers
 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-180779) for the offering to which this communication relates. Before you invest, you should read the prospectus in that 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 or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 or by email to prospectus@ms.com.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

 
 

 

 

 

 

 

Neither this Term Sheet nor anything contained herein shall form the basis for any contract or commitment whatsoever. The information contained herein is preliminary as of the date hereof. This Term Sheet is subject to change, completion or amendment from time to time. The information contained herein will be superseded by similar information delivered to you as part of the Free Writing Prospectus. The information contained herein supersedes any such information previously delivered. The information contained herein should be reviewed only in conjunction with the entire Free Writing Prospectus. All of the information contained herein is subject to the same limitations and qualifications contained in the Free Writing Prospectus. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described in the Free Writing Prospectus and the Prospectus attached thereto as Exhibit A. The information contained herein will be more fully described in the Free Writing Prospectus. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Free Writing Prospectus in its entirety. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Term Sheet is truthful or complete. Any representation to the contrary is a criminal offense. 

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this Term Sheet may have been attached are not applicable to this Term Sheet and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this Term Sheet having been sent via Bloomberg or another email system. 

 

IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES

THE ASSET-BACKED SECURITIES REFERRED TO IN THIS TERM SHEET ARE BEING OFFERED WHEN, AS AND IF ISSUED. IN PARTICULAR, YOU ARE ADVISED THAT THE ASSET-BACKED SECURITIES, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING, AMONG OTHER THINGS, THE POSSIBILITY THAT ONE OR MORE CLASSES OF SECURITIES MAY BE SPLIT, COMBINED OR ELIMINATED), AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS. AS A RESULT, YOU MAY COMMIT TO PURCHASE SECURITIES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND YOU ARE ADVISED THAT ALL OR A PORTION OF THE SECURITIES MAY NOT BE ISSUED THAT HAVE THE CHARACTERISTICS DESCRIBED IN THIS TERM SHEET. OUR OBLIGATION TO SELL SECURITIES TO YOU IS CONDITIONED ON THE SECURITIES AND THE UNDERLYING TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THIS TERM SHEET. IF WE DETERMINE THAT THE FOREGOING CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, WE WILL NOTIFY YOU, AND NEITHER THE ISSUING ENTITY NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO YOU TO DELIVER ALL OR ANY PORTION OF THE SECURITIES WHICH YOU HAVE COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN US AS A CONSEQUENCE OF THE NON-DELIVERY.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-1
 

  

 

MSBAM 2015-C26 Structural Overview

 

Offered Certificates

 

                                 
Class   Expected Ratings
(Moody’s/Fitch/KBRA)(1)
  Approximate
Initial Certificate
Principal Balance or
Notional Amount(2)
  Approximate Initial Credit Support(3)   Pass-Through  
Rate   
Description
  Expected Weighted Average Life (Years)(5)   Principal
Window
(Months)(5)
  Certificate Principal UW
NOI Debt
Yield(6)
  Certificate
Principal
to Value
Ratio(7)
Class A-1   Aaa(sf)/AAAsf/AAA(sf)   $36,700,000   30.000%   (4)   2.94   1-58   14.6%   42.1%
Class A-2   Aaa(sf)/AAAsf/AAA(sf)   $14,800,000   30.000%   (4)   4.88   58-59   14.6%   42.1%
Class A-SB   Aaa(sf)/AAAsf/AAA(sf)   $59,800,000   30.000%   (4)   7.25   59-112   14.6%   42.1%
Class A-3   Aaa(sf)/AAAsf/AAA(sf)   $100,000,000   30.000%   (4)   8.17   98-98   14.6%   42.1%
Class A-4   Aaa(sf)/AAAsf/AAA(sf)   $215,000,000   30.000%   (4)   9.51   112-117   14.6%   42.1%
Class A-5   Aaa(sf)/AAAsf/AAA(sf)   $307,418,000   30.000%   (4)   9.81   117-118   14.6%   42.1%
Class X-A   Aaa(sf)/AAAsf/AAA(sf)   $733,718,000(8)   N/A   Variable IO(9)   N/A   N/A   N/A   N/A
Class A-S   Aa1(sf)/AAAsf/AAA(sf)   $77,302,000   22.625%   (4)   9.84   118-118   13.2%   46.6%
Class B   Aa3(sf)/AA-sf/AA-(sf)   $48,478,000   18.000%   (4)   9.91   118-119   12.4%   49.4%
Class C   A3(sf)/A-sf/A-(sf)   $44,547,000   13.750%   (4)   9.93   119-119   11.8%   51.9%

 

Privately Offered Certificates(10)

 

                                 
Class   Expected Ratings
(Moody’s/Fitch/KBRA)(1)
  Approximate Initial Certificate Principal Balance or Notional Amount(2)   Approximate
Initial Credit
Support(3)
  Pass-Through  
Rate   
Description
  Expected Weighted Average Life (Years)(5)   Principal
Window (Months)(5)
  Certificate
Principal UW
NOI Debt

Yield(6)
  Certificate
Principal
to Value
Ratio(7)
Class X-B   Aa3(sf)/AA-sf/AAA(sf)   $125,780,000(8)   N/A   Variable IO(9)   N/A   N/A   N/A   N/A
Class X-D   NR/BBB-sf/BBB-(sf)   $60,270,000(8)   N/A   Variable IO(9)   N/A   N/A   N/A   N/A
Class D   NR/BBB-sf/BBB-(sf)   $60,270,000   8.000%   (4)   9.93   119-119   11.1%   55.4%
Class E   NR/BB-sf/BB(sf)   $26,204,000   5.500%   (4)   9.93   119-119   10.8%   56.9%
Class F   NR/B-sf/BB-(sf)   $10,482,000   4.500%   (4)   10.00   119-120   10.7%   57.5%
Class G   NR/NR/B-(sf)   $15,722,000   3.000%   (4)   10.01   120-120   10.5%   58.4%
Class H   NR/NR/NR   $31,445,903   0.000%   (4)   10.01   120-120   10.2%   60.2%

 

 

(1)Ratings shown are those of Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc. Certain nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the certificates. There can be no assurance as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Risks Related to the Offered Certificates—Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency” and “Ratings” in the other free writing prospectus, which is expected to be dated the date hereof (the “Free Writing Prospectus”), to which the prospectus dated October 1, 2013 (the “Prospectus”) is attached as Exhibit A. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Free Writing Prospectus.
(2)The certificate principal balances and notional amounts are approximate and on the closing date may vary by up to 5%. Mortgage loans may be removed from or added to the mortgage pool prior to the closing date within the same maximum permitted variance. Any reduction or increase in the aggregate principal balance of mortgage loans within these parameters will result in changes to the initial certificate principal balance or notional amount of each class of certificates shown in the table above and to the other statistical data contained herein and in the Free Writing Prospectus. In addition, the notional amounts of the Class X-A, Class X-B and Class X-D Certificates may vary depending upon the final pricing of the classes of principal balance certificates whose certificate principal balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of the Class X-A, Class X-B or Class X-D Certificates, as applicable, would be equal to zero, such class of certificates will not be issued on the closing date of this securitization.
(3)The percentages indicated under the column “Approximate Initial Credit Support” with respect to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates represent the approximate credit support for the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates in the aggregate.
(4)The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates will, at all times, accrue interest at a per annum rate equal to (i) a fixed rate, (ii) a fixed rate subject to a cap equal to the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of 12 30-day months) or (iii) a rate equal to the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of 12 30-day months) less a specified percentage, which percentage may be zero.
(5)The principal window is expressed in months following the closing date and reflects the period during which distributions of principal would be received under the assumptions set forth in the following sentence. The expected weighted average life and principal window figures set forth above are based on the following assumptions, among others: (i) no defaults or subsequent losses on the mortgage loans; (ii) no extensions of maturity dates of the mortgage loans; (iii) payment in full on the stated maturity date or, in the case of any mortgage loan having an anticipated repayment date, on the anticipated repayment date; and (iv) no prepayments of the mortgage loans prior to maturity or, in the case of a mortgage loan having an anticipated repayment date, prior to such anticipated repayment date. See the structuring assumptions set forth under “Yield, Prepayment and Maturity Considerations—Weighted Average Life” in the Free Writing Prospectus.
(6)Certificate Principal UW NOI Debt Yield for any class of principal balance certificates is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial principal balance of all the principal balance certificates, and the denominator of which is the total initial principal balance of the subject class of principal balance certificates and all other classes of principal balance certificates that are senior to such class, if any. The Certificate Principal UW NOI Debt Yields of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates are calculated in the aggregate for those classes as if they were a single class.

 

(Footnotes continued on next page)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-2
 

 

MSBAM 2015-C26 Structural Overview

(7)Certificate Principal to Value Ratio for any class of principal balance certificates is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial principal balance of the subject class of principal balance certificates and all other classes of principal balance certificates that are senior to such class, if any, and the denominator of which is the total initial principal balance of all the principal balance certificates. The Certificate Principal to Value Ratios of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates are calculated in the aggregate for those classes as if they were a single class.
(8)The Class X-A, Class X-B and Class X-D Certificates (collectively, the “Class X Certificates”) will not have certificate principal balances and will not be entitled to receive distributions of principal. Interest will accrue on the Class X-A, Class X-B and Class X-D Certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of the Class X-A Certificates will equal the aggregate certificate principal balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates outstanding from time to time. The notional amount of the Class X-B Certificates will equal the aggregate certificate principal balance of the Class A-S and Class B Certificates outstanding from time to time. The notional amount of the Class X-D Certificates will equal the certificate principal balance of the Class D Certificates outstanding from time to time.
(9)The pass-through rate on the Class X-A Certificates will generally be equal to the excess, if any, of (a) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of 12 30-day months), over (b) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates as described in the Free Writing Prospectus. The pass-through rate on the Class X-B Certificates will generally be equal to the excess, if any, of (a) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of 12 30-day months), over (b) the weighted average of the pass-through rates of the Class A-S and Class B Certificates as described in the Free Writing Prospectus. The pass-through rate on the Class X-D Certificates will generally be equal to the excess, if any, of (a) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of 12 30-day months), over (b) the pass-through rate of the Class D Certificates as described in the Free Writing Prospectus.
(10)Not offered pursuant to the Prospectus, the Free Writing Prospectus or this Term Sheet. Information provided in this Term Sheet regarding the characteristics of these certificates is provided only to enhance your understanding of the offered certificates. The privately offered certificates also include the Class V and Class R Certificates, which do not have a certificate principal balance, notional amount, pass-through rate, rating or rated final distribution date, and which are not shown in the table. The Class V Certificates represent a beneficial ownership interest held through the grantor trust in certain excess interest in respect of mortgage loans having anticipated repayment dates, if any. The Class R Certificates represent the beneficial ownership of the residual interest in each of the real estate mortgage investment conduits, as further described in the Free Writing Prospectus.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Structural Overview

 

Issue Characteristics

 

Offered Certificates:   $904,045,000 (approximate) monthly pay, multi-class, commercial mortgage pass-through certificates, consisting of nine principal balance classes (Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B and Class C) and one interest-only class (Class X-A)
Co-Lead Bookrunning Managers:   Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
Co-Managers:   CIBC World Markets Corp. and Drexel Hamilton, LLC
Mortgage Loan Sellers:   Morgan Stanley Mortgage Capital Holdings LLC, Bank of America, National Association, CIBC Inc. and Starwood Mortgage Funding III LLC
Rating Agencies:   Moody’s Investors Service, Inc., Fitch Ratings, Inc. and Kroll Bond Rating Agency, Inc.
Master Servicer:   Wells Fargo Bank, National Association
Special Servicer:   LNR Partners, LLC (or, with respect to Excluded Special Servicer Mortgage Loans, Wells Fargo Bank, National Association or such other entity appointed under the pooling and servicing agreement)
Trustee:   Wilmington Trust, National Association
Certificate Administrator/ Certificate Registrar/Custodian:   Wells Fargo Bank, National Association
Trust Advisor:   Park Bridge Lender Services LLC
Initial Controlling Class Representative:   LNR Securities Holdings, LLC or an affiliate thereof
Cut-off Date:   November 1, 2015. For purposes of the information contained in this term sheet (this “Term Sheet”), scheduled payments due in November 2015 with respect to mortgage loans not having payment dates on the first day of each month have been deemed received on November 1, 2015, not the actual day on which such scheduled payments were due
Expected Pricing Date:   Week of October 26, 2015
Expected Closing Date:   Week of November 9, 2015
Determination Dates:   The 11th calendar day of each month (if the 11th calendar day is not a business day, the next succeeding business day), commencing in December 2015
Distribution Dates:   The 4th business day following the Determination Date in each month, commencing in December 2015
Rated Final Distribution Date:   The Distribution Date in October 2048
Interest Accrual Period:   Preceding calendar month
Payment Structure:   Sequential pay
Tax Treatment:   REMIC
Optional Termination:   1.00% clean-up call
Minimum Denominations:   $10,000 for each class of Offered Certificates (other than Class X-A); $100,000 for the Class X-A Certificates
Settlement Terms:   DTC, Euroclear and Clearstream
Legal/Regulatory Status:   Each class of Offered Certificates is expected to be eligible for exemptive relief under ERISA. No class of Offered Certificates is SMMEA eligible.
Analytics:   The certificate administrator is expected to make available all distribution date statements, CREFC® reports and supplemental notices received by it to certain modeling financial services as described in the Free Writing Prospectus.
Bloomberg Ticker:   MSBAM 2015-C26 <MTGE><GO>
Risk Factors:   THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE “RISK FACTORS” SECTION OF THE FREE WRITING PROSPECTUS AND THE “RISK FACTORS” SECTION OF THE PROSPECTUS.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-4
 

  

MSBAM 2015-C26 Structural Overview

 

Structural Overview

 

Accrual:   Each class of Offered Certificates will accrue interest on a 30/360 basis.
Amount and Order of Distributions:  

On each distribution date, certificateholders will be entitled to receive distributions of interest and principal from funds received with respect to the mortgage loans and available for distribution. Funds available for distribution on the certificates will be net of excess interest, excess liquidation proceeds and specified trust expenses, including, without limitation, all advance reimbursements (with interest) and all servicing fees and expenses, certificate administrator fees (including trustee fees and custodian fees) and expenses, special servicer compensation, trust advisor fees (together with certain trust advisor consulting fees), CREFC® license fees and expenses as set forth below. Distributions to certificateholders on each distribution date out of payments (or advances in lieu thereof) and other collections on the mortgage loans will be in an amount equal to each class’s interest and principal entitlement, subject to:

(i) payment of the respective interest entitlement for any other class of certificates bearing an earlier alphanumeric designation (except in respect of the distribution of interest among the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B and Class X-D Certificates, which will have the same senior priority and be distributed pro rata);

(ii) if applicable, payment of the respective principal entitlement for the distribution date to the outstanding classes of principal balance certificates, first, to the Class A-SB Certificates, until the principal balance of such class has been reduced to the planned principal balance for the related distribution date set forth on Appendix VII to the Free Writing Prospectus, then, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, in that order (or pro rata among such classes if the principal balance of all other classes of certificates has been reduced to zero as a result of the allocation of mortgage loan losses or trust advisor expenses to such other classes, or if the aggregate appraisal reduction equals or exceeds the aggregate principal balance of the Class A-S through Class H Certificates), until the principal balance of each such class has been reduced to zero, and then to the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates, in that order, until the principal balance of each such class has been reduced to zero; and

(iii) the allocation of trust advisor expenses, (a) first, to reduce payments of interest on the Class D, Class C and Class B Certificates, in that order, (b) second, to reduce payments of principal on the Class D, Class C, Class B and Class A-S Certificates, in that order, and (c) third, to reduce payments of principal on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates on a pro rata basis.

No trust advisor expenses (which do not include the trust advisor fee) will be allocated to or otherwise borne by the Control Eligible Certificates. As a result, none of the classes of such certificates will provide protection to the more senior classes of certificates for the purposes of allocating losses based on trust advisor expenses.

Interest and Principal Entitlements:  

Interest distributable on any class of certificates (other than the Class V and Class R Certificates) on any distribution date, with various adjustments described under “Description of the Offered Certificates—Distributions” in the Free Writing Prospectus, represents all unpaid interest accrued with respect to that class of certificates through the end of the interest accrual period that corresponds to that distribution date. Interest accrues with respect to each such interest-bearing certificate during each interest accrual period at the applicable pass-through rate for, and on the principal balance or notional amount, as applicable, of that certificate outstanding immediately prior to, the distribution date that corresponds to that interest accrual period. However, as described in “Description of the Offered Certificates—Distributions” in the Free Writing Prospectus, there are circumstances relating to the timing of prepayments in which the interest entitlement with respect to any certificate for a distribution date could be less than one full month’s interest at the pass-through rate on the certificate’s principal balance or notional amount. In addition, certain specified trust fund expenses, the right of the master servicer, the special servicer and the trustee to reimbursement for payment of advances (with interest thereon), and the rights of such parties and of the certificate administrator, the custodian and, subject to certain limitations, the trust advisor to the payments of compensation and reimbursement of certain costs and expenses will be prior to a certificateholder’s right to receive distributions of principal or interest. In addition, the right of the trust advisor to receive reimbursement of trust advisor expenses will be prior to the right of the holders of the Class B, Class C and Class D Certificates to receive payments of interest, and to the right of the holders of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C and Class D Certificates to receive payments of principal.

The amount of principal available to be distributed on the classes entitled to principal on a particular distribution date will, in general, be equal to the sum of: (i) the principal portion of all scheduled payments, other than balloon payments, to the extent received during the related collection period or advanced by the master servicer or other party (in accordance with the pooling and servicing agreement) in respect of such distribution date; (ii) all principal prepayments and the principal portion of balloon payments received during the related collection period; (iii) the principal portion of other collections on the mortgage loans received during the related collection period, for example liquidation proceeds, condemnation proceeds, insurance proceeds and income on other “real estate owned” (“REO”); and (iv) the principal portion of proceeds of mortgage loan repurchases received during the related collection period; subject to certain adjustments described in the Free Writing Prospectus relating to the payment or reimbursement of nonrecoverable advances, workout-delayed reimbursement amounts and trust advisor expenses, and exclusive of any late collections of principal received during the related collection period for which there is an outstanding advance.

  

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Structural Overview

 

    The Class V, Class R, Class X-A, Class X-B and Class X-D Certificates will not be entitled to principal distributions.
Special Servicer Compensation:  

The special servicer is entitled to a special servicing fee payable from general collections on the mortgage loans and collections on any related serviced B note or serviced companion loan. The special servicing fee for each distribution date is calculated based on the outstanding principal balance of each mortgage loan (other than any non-serviced mortgage loan) that is a specially serviced mortgage loan (and any related serviced B note or serviced companion loan) or as to which the related mortgaged property has become an REO property at the special servicing fee rate, which will be 0.25% per annum or, if such rate would result in a special servicing fee that would be less than $2,000 in any given month, such higher rate as would result in a special servicing fee equal to $2,000 for such month. Any primary servicing fee or sub-servicing fee will be paid by the special servicer out of the fees described above. The special servicer is also entitled to additional fees and amounts, including, without limitation, income on the amounts held in certain permitted investments. The special servicer will also be entitled to (i) liquidation fees generally equal to 1.0% of liquidation proceeds in respect of a specially serviced mortgage loan (and any related serviced B note or serviced companion loan) or related REO property and (ii) workout fees generally equal to 1.0% of interest and principal payments made in respect of a rehabilitated mortgage loan (and any related serviced B note or serviced companion loan), subject to a cap with respect to each such fee of $1,000,000 with respect to any mortgage loan (other than any non-serviced mortgage loan), loan pair, A/B whole loan or related REO property and subject to certain adjustments and exceptions as described in the Free Writing Prospectus under “Servicing of the Mortgage Loans—The Special Servicer—Special Servicer Compensation.”

With respect to any non-serviced mortgage loan, the related special servicer under the related other servicing agreement pursuant to which such mortgage loan is being serviced will be entitled to similar compensation as that described above with respect to such non-serviced mortgage loan under such other servicing agreement as further described in the Free Writing Prospectus, although any related fees may accrue at a different rate and there may be a higher (or no) cap on liquidation and workout fees.

Prepayment Premiums/Yield Maintenance Charges:  

On any distribution date, prepayment premiums or yield maintenance charges collected in respect of each mortgage loan during the related collection period will be distributed by the certificate administrator to the holders of each class of principal balance certificates (other than the Class E, Class F, Class G and Class H Certificates) then entitled to distributions of principal on such distribution date, in an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to that class on that distribution date, and the denominator of which is the total amount distributed as principal to all such classes of principal balance certificates on that distribution date, (b) the Base Interest Fraction for the related principal prepayment and that class and (c) the amount of the prepayment premium or yield maintenance charge collected in respect of such principal prepayment during the one month period ending on the related determination date. Any prepayment premiums or yield maintenance charges relating to the mortgage loans collected during the related collection period and remaining after those distributions described above (as to the applicable distribution date, the “Class X YM Distribution Amount”) will be distributed to the holders of the Class X Certificates, as follows: first, to the holders of each class of the Class X-A and Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the total amount of principal distributed on the applicable distribution date with respect to the class(es) of certificates whose certificate principal balances comprise the notional amount of the applicable class of Class X Certificates, and the denominator of which is the total amount of principal distributed on the applicable distribution date with respect to all classes of principal balance certificates, multiplied by (b) the Class X YM Distribution Amount for the applicable distribution date, and then, to the holders of the Class X-D Certificates in an amount equal to the portion of the Class X YM Distribution Amount remaining after the distributions to the holders of each class of Class X Certificates (other than the Class X-D Certificates). No prepayment premiums or yield maintenance charges will be distributed to holders of the Class E, Class F, Class G, Class H, Class V or Class R Certificates; however, if at any time the certificate principal balances of the principal balance certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, any prepayment premiums or yield maintenance charges collected during the related collection period in respect of each mortgage loan included in the issuing entity will be distributed by the certificate administrator on each class of principal balance certificates then entitled to distributions of principal on such distribution date, in an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to that class on that distribution date, and the denominator of which is the total amount distributed as principal to all such classes of principal balance certificates on that distribution date and (b) the amount of the prepayment premium or yield maintenance charge collected in respect of such principal prepayment during the related collection period.

The “Base Interest Fraction,” with respect to any principal prepayment of any mortgage loan that provides for payment of a prepayment premium or yield maintenance charge, and with respect to any class of principal balance certificates (other than the Class E, Class F, Class G and Class H Certificates), is a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that class of certificates, and (ii) the applicable discount rate and (B) whose denominator is the difference between (i) the mortgage interest rate on the related mortgage loan and (ii) the applicable discount rate; provided that under no circumstances will the Base Interest Fraction be greater than one. If the discount rate referred to above is greater than or equal to the mortgage interest rate on the related mortgage loan, then the Base Interest Fraction will equal zero; provided that if the discount rate referred to above is greater than or equal to the mortgage interest rate on the related mortgage loan, but is less than the pass-through rate on the subject class of certificates, then the Base Interest Fraction shall be equal to 1.0.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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    Consistent with the foregoing, the Base Interest Fraction is equal to:
         
      (Pass-Through Rate – Discount Rate)  
      (Mortgage Rate – Discount Rate)  

 

   
Collateral Support
Deficits:
 

On each distribution date, immediately following the distributions made to the certificateholders on that date, the certificate administrator will be required to calculate the amount, if any, by which (1) the aggregate stated principal balance of pool of the mortgage loans, including any mortgage loans as to which the related mortgaged properties have become REO properties, expected to be outstanding immediately following that distribution date, is less than (2) the aggregate principal balance of the principal balance certificates after giving effect to distributions of principal on that distribution date and the allocation of any excess trust advisor expenses to reduce the principal balances of the principal balance certificates that are not Control Eligible Certificates on that distribution date (any such deficit, a “Collateral Support Deficit”).

On each distribution date, the certificate administrator will be required to allocate any Collateral Support Deficit to the respective classes of principal balance certificates in the following order: to the Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case in reduction of and until the remaining principal balance of that class of certificates has been reduced to zero. Following the reduction of the principal balances of all such classes of certificates to zero, the certificate administrator will be required to allocate the Collateral Support Deficit to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata (based upon their respective principal balances), until the remaining principal balances of those classes of certificates have been reduced to zero. Any Collateral Support Deficit allocated to a class of certificates will be allocated to the respective certificates of such class in proportion to the percentage interests evidenced by the respective certificates.

A/B Whole Loans and Loan Pairs:  

There are no “loan pairs” or “A/B whole loans” related to the issuing entity. See “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs” in the Free Writing Prospectus.
Non-Serviced Loan Combinations:  


The mortgaged property identified on Appendix I to the Free Writing Prospectus as 535-545 Fifth Avenue secures on a pari passu basis (1) a mortgage loan (the “535-545 Fifth Avenue mortgage loan”) with an outstanding principal balance as of the cut-off date of $110,000,000, representing approximately 10.5% of the initial pool balance, and (2) four pari passu promissory notes (one of which is currently held by the MSBAM 2015-C24 securitization trust, and the other three of which are currently held by Morgan Stanley Bank, N.A.) (collectively, the “535-545 Fifth Avenue non-serviced companion loan” and a “non-serviced companion loan”), with an aggregate outstanding principal balance as of the cut-off date of $200,000,000. The 535-545 Fifth Avenue mortgage loan and the 535-545 Fifth Avenue non-serviced companion loan are collectively referred to herein as the “535-545 Fifth Avenue non-serviced loan combination” and a “non-serviced loan combination.” The 535-545 Fifth Avenue non-serviced loan combination will be serviced pursuant to the related intercreditor agreement and the MSBAM 2015-C24 pooling and servicing agreement.


The mortgaged property identified on Appendix I to the Free Writing Prospectus as Herald Center secures on a pari passu basis (1) a mortgage loan (together with the corresponding REMIC regular interest, the “Herald Center mortgage loan”) with an outstanding principal balance as of the cut-off date of $100,000,000, representing approximately 9.5% of the initial pool balance, and (2) three pari passu promissory notes (two of which, together with the corresponding REMIC regular interests, are currently held by the MSBAM 2015-C25 securitization trust, and one of which, together with the corresponding REMIC regular interest, is currently held by Morgan Stanley Mortgage Capital Holdings LLC) (collectively, the “Herald Center non-serviced companion loan” and a “non-serviced companion loan”), with an aggregate outstanding principal balance as of the cut-off date of $155,000,000. The Herald Center mortgage loan and the Herald Center non-serviced companion loan are collectively referred to herein as the “Herald Center non-serviced loan combination” and a “non-serviced loan combination.” The Herald Center non-serviced loan combination will be serviced pursuant to the related intercreditor agreement and the MSBAM 2015-C25 pooling and servicing agreement.

The mortgaged property identified on Appendix I to the Free Writing Prospectus as 11 Madison Avenue secures (1) on a generally senior pari passu basis (a) a mortgage loan (the “11 Madison Avenue mortgage loan”) with an outstanding principal balance as of the cut-off date of $91,700,000, representing approximately 8.7% of the initial pool balance, and (b) fourteen pari passu promissory notes (nine of which are currently held by the MAD 2015-11MD securitization trust, one of which is currently held by the COMM 2015-CCRE26 securitization trust, one of which is currently held by the WFCM 2015-NXS3 securitization trust, two of which are currently held by German American Capital Corporation and one of which are currently held by Wells Fargo Bank, National Association) (collectively, the “11 Madison Avenue non-serviced companion loan” and a “non-serviced companion loan”) with an aggregate outstanding principal balance as of the cut-off date of $642,130,000, and (2) on a generally subordinate basis relative to the 11 Madison Avenue mortgage loan and the 11 Madison Avenue non-serviced companion loan, three subordinate promissory notes (which are currently held by the MAD 2015-11MD securitization trust) (collectively, the “11 Madison Avenue B note” and each, a “B note”) with an aggregate outstanding principal balance as of the cut-off date of $310,670,000. The 11 Madison Avenue mortgage loan, the 11 Madison Avenue non-serviced companion loan and the 11 Madison Avenue B note are collectively referred to herein as the “11 Madison Avenue non-serviced loan combination” and a “non-serviced loan combination.” The 11 Madison Avenue non-serviced loan combination will be serviced pursuant to the related intercreditor agreement and the MAD 2015-11MD trust and servicing agreement.

The portfolio of mortgaged properties identified on Appendix I to the Free Writing Prospectus as Coastal Equities Retail Portfolio secures on a pari passu basis (1) a mortgage loan (the “Coastal Equities Retail Portfolio mortgage loan”) with an outstanding principal balance as of the cut-off date of $24,000,000, representing approximately 2.3% of the initial pool balance, and (2) eight pari passu promissory notes (four of

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Structural Overview

  

    which are currently held by the MSBAM 2015-C24 securitization trust, and the other four of which are currently held by the MSBAM 2015-C25 securitization trust) (collectively, the “Coastal Equities Retail Portfolio non-serviced companion loan” and a “non-serviced companion loan”), with an aggregate outstanding principal balance as of the cut-off date of $145,000,000. The Coastal Equities Retail Portfolio mortgage loan and the Coastal Equities Retail Portfolio non-serviced companion loan are collectively referred to herein as the “Coastal Equities Retail Portfolio non-serviced loan combination” and a “non-serviced loan combination.” The Coastal Equities Retail Portfolio non-serviced loan combination will be serviced pursuant to the related intercreditor agreement and the MSBAM 2015-C24 pooling and servicing agreement.

As of the closing date for this securitization, no mortgage loans, other than the 535-545 Fifth Avenue mortgage loan, the Herald Center mortgage loan, the 11 Madison Avenue mortgage loan and the Coastal Equities Retail Portfolio mortgage loan, will have a non-serviced companion loan associated with them, and all of the mortgage loans, other than the 535-545 Fifth Avenue mortgage loan, the Herald Center mortgage loan, the 11 Madison Avenue mortgage loan and the Coastal Equities Retail Portfolio mortgage loan, will be serviced under the pooling and servicing agreement for this transaction. Accordingly, other than the 535-545 Fifth Avenue non-serviced loan combination, the Herald Center non-serviced loan combination, the 11 Madison Avenue non-serviced loan combination and the Coastal Equities Retail Portfolio non-serviced loan combination, there are no other “non-serviced loan combinations” with respect to the issuing entity. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations” in the Free Writing Prospectus.

The other pooling and servicing agreement or trust and servicing agreement pursuant to which any non-serviced loan combination is serviced is referred to herein as the related “other servicing agreement.” With respect to any mortgage loan that is part of a non-serviced loan combination, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations herein include the related pari passu non-serviced companion loan (and exclude any related B note).
Appraisal Reductions:  

The occurrence of certain adverse events affecting a mortgage loan (other than a non-serviced mortgage loan) (“Appraisal Events”) will require the special servicer to obtain a new appraisal or other valuation of the related mortgaged property. In general, if the principal amount of a mortgage loan plus all other amounts due under the mortgage loan and interest on advances made with respect to the mortgage loan exceeds 90% of the value of the mortgaged property determined by an appraisal or other valuation, an appraisal reduction may be created in the amount of the excess as described in the Free Writing Prospectus.

Any appraisal reduction in respect of any non-serviced mortgage loan generally will be calculated in accordance with the other servicing agreement pursuant to which such mortgage loan is being serviced, which calculations are generally similar to those provided for in the pooling and servicing agreement for this transaction.

Notwithstanding the foregoing, if an appraisal is required to be obtained in accordance with the pooling and servicing agreement (or the applicable other servicing agreement with respect to any non-serviced mortgage loan) but is not obtained within 120 days following the applicable Appraisal Event (or, with respect to a non-serviced mortgage loan, 120 days following notice of the applicable appraisal event under the related other servicing agreement), then, until such appraisal is obtained and solely for purposes of determining the amounts of P&I advances, the appraisal reduction will equal 25% of the stated principal balance of the related mortgage loan; provided that, upon receipt of an appraisal, the appraisal reduction for such mortgage loan will be recalculated generally in accordance with the preceding paragraphs.

If any mortgage loan is part of an A/B whole loan, a loan pair or a non-serviced loan combination, any appraisal reduction will be calculated in respect of such A/B whole loan, loan pair or non-serviced loan combination taken as a whole. With respect to an A/B whole loan, any such appraisal reduction will be allocated first to the related serviced B note and then to the related A note. With respect to a loan pair or non-serviced loan combination, any such appraisal reduction will be allocated between the mortgage loan and the related serviced companion loan or non-serviced companion loan, respectively, on a pro rata basis by unpaid principal balance (provided that in the case of the 11 Madison Avenue non-serviced loan combination, such allocation will occur after the allocation of appraisal reductions first, to the 11 Madison Avenue B note).

If an appraisal reduction exists for, or is allocable to, any mortgage loan, the interest portion of the amount required to be advanced on that mortgage loan will be reduced in the same proportion that the appraisal reduction bears to the stated principal balance of that mortgage loan. This will reduce the funds available to pay interest on the certificates then outstanding.

For a discussion of how appraisal reductions are calculated and allocated, see “Description of the Offered Certificates—Appraisal Reductions” in the Free Writing Prospectus.

     
Control Rights:  

During any Subordinate Control Period, the controlling class representative will have certain consent and consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Subordinate Control Period” means any period when the aggregate principal balance of the Class E Certificates (taking into account the application of any appraisal reductions to notionally reduce the aggregate principal balance of such class) is at least 25% of the initial aggregate principal balance of that class; provided, that if at any time the certificate principal balances of the principal balance certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, a Subordinate Control Period will be deemed to be in effect; provided that with respect to any excluded mortgage loan, any controlling class certificates owned by a related borrower party will be deemed not to be outstanding with respect to such excluded mortgage loan (including for purposes of appointing the special servicer for such excluded mortgage loan) and the consent of any related borrower party with respect to such excluded mortgage loan will not be required with respect to any actions that would otherwise require the consent of the controlling class representative.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Structural Overview

     
   

During any Collective Consultation Period, the controlling class representative will not have any consent rights, but the controlling class representative and the trust advisor will each have certain non-binding consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Collective Consultation Period” means any period when both (i) the aggregate principal balance of the Class E Certificates (taking into account the application of any appraisal reductions to notionally reduce the aggregate principal balance of such class), is less than 25% of the initial aggregate principal balance of the Class E Certificates and (ii) the aggregate principal balance of that class (without regard to any appraisal reductions allocable to such class), is at least 25% of the initial aggregate principal balance of that class.

During any Senior Consultation Period, the controlling class representative will not have any consent or consultation rights, except with respect to any rights expressly set forth in the pooling and servicing agreement, and the trust advisor will retain certain non-binding consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Senior Consultation Period” means a period when the aggregate principal balance of the Class E Certificates (without regard to any appraisal reductions allocable to such class) is less than 25% of the initial aggregate principal balance of that class. Subject to the proviso in the definition of “Subordinate Control Period,” with respect to any Excluded Mortgage Loan, a Senior Consultation Period will be deemed to exist.

Notwithstanding any of the foregoing to the contrary, if any mortgage loan is part of an A/B whole loan, loan pair or non-serviced loan combination, the controlling class representative’s consent and/or consultation rights with respect thereto may be limited as described in the Free Writing Prospectus.

In particular, with respect to each non-serviced loan combination (other than the 535-545 Fifth Avenue non-serviced loan combination), the controlling class representative will only have certain consultation rights with respect to certain major decisions and other matters related to such non-serviced loan combination, in each case only during a Subordinate Control Period and a Collective Consultation Period; provided, that with respect to the 11 Madison Avenue non-serviced loan combination, the controlling class representative will not have any such consultation rights. With respect to the 535-545 Fifth Avenue non-serviced loan combination, the related control note will be included in the issuing entity, and the rights thereof will be exercisable by (i) during a Subordinate Control Period, the controlling class representative, (ii) during a Collective Consultation Period, the special servicer (in consultation with the controlling class representative) and (iii) during a Senior Consultation Period, the special servicer. See “Servicing of the Mortgage Loans—The Controlling Class Representative” in the Free Writing Prospectus.

A/B Whole Loan, Loan Pair and Non-Serviced Loan Combination Control and Consultation Rights:  

The existence of a Subordinate Control Period, Collective Consultation Period or Senior Consultation Period will not limit any control and/or consultation rights of the holder of any related B note or companion loan.

In addition, with respect to each non-serviced loan combination (other than the 535-545 Fifth Avenue non-serviced loan combination and the 11 Madison Avenue non-serviced loan combination), the related controlling holder will have certain consent and consultation rights with respect to such non-serviced loan combination under the related other servicing agreement and will have the right to replace the special servicer under such other servicing agreement with respect to such non-serviced loan combination. Notwithstanding any of the foregoing to the contrary, (i) with respect to the 535-545 Fifth Avenue non-serviced loan combination, the related control note will be included in the issuing entity (see “—Control Rights” above), and consequently, the 535-545 Fifth Avenue companion loan holder will not have the rights described in the preceding sentence (other than certain limited consultation rights), and (ii) with respect to the 11 Madison Avenue non-serviced loan combination, there is a control note, which is currently held by the MAD 2015-11MD securitization trust, but such securitization trust does not have a controlling class representative entitled to exercise the rights of the controlling note holder.

See “Risk Factors—Risks Related to the Offered Certificates—Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder” and “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs” and “—The Non-Serviced Loan Combinations” in the Free Writing Prospectus.

Control Eligible Certificates:   The “Control Eligible Certificates” will be the Class E, Class F, Class G and Class H Certificates.
Controlling Class Representative/ Controlling Class:  

The controlling class representative will be the representative appointed by more than 50% of the Controlling Class (by principal balance); provided, that there will be deemed to be no controlling class representative with respect to any mortgage loan, A/B whole loan or loan pair with respect to which the controlling class representative, or any holder of more than 50% of the controlling class, is a Borrower Party (each, an “Excluded Mortgage Loan”). The “Controlling Class” will be the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate principal balance (taking into account the application of any appraisal reductions to notionally reduce the aggregate principal balance of such class) at least equal to 25% of the initial aggregate principal balance of such class; provided that if no class of Control Eligible Certificates has an aggregate principal balance (taking into account the application of any appraisal reductions to notionally reduce the aggregate principal balance of such class) at least equal to 25% of the initial aggregate principal balance of such class, then the Controlling Class will be the most senior class of Control Eligible Certificates; provided, further, that if at any time the certificate principal balances of the principal balance certificates (other than the Control Eligible Certificates) have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, then the “controlling class” will be the most subordinate class of Control Eligible Certificates that has an aggregate certificate principal balance greater than zero without regard to appraisal reductions. A summary of the consent and consultation rights of the controlling class representative, and the limitations thereon, is set forth above under “Control Rights.” The Controlling Class on the closing date will be the Class H Certificates.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Structural Overview

 

   

The initial controlling class representative is expected to be LNR Securities Holdings, LLC or an affiliate thereof.

Appraised-Out Class:   Any class of Control Eligible Certificates, the aggregate principal balance of which (taking into account the application of any appraisal reductions to notionally reduce the aggregate principal balance of such class) has been reduced to less than 25% of its initial aggregate principal balance, is referred to as an “Appraised-Out Class.”
Appraisal Remedy:  

The holders of the majority (by principal balance) of an Appraised-Out Class will have the right, at their sole expense, to present to the special servicer a second appraisal for any mortgage loan (other than with respect to any non-serviced mortgage loan) for which an Appraisal Event has occurred prepared by an MAI appraiser on an “as-is” basis acceptable to the special servicer in accordance with the Servicing Standard. Upon receipt of such second appraisal, the special servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such second appraisal, any recalculation of the applicable appraisal reduction is warranted and, if so warranted, will be required to recalculate such appraisal reduction based upon such second appraisal. If required by any such recalculation, any applicable Appraised-Out Class will have its related principal balance notionally restored to the extent required by such recalculation of the appraisal reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect. However, until an Appraised-Out Class is restored as the Controlling Class, the next most senior class of Control Eligible Certificates that is not an Appraised-Out Class (or, if all classes of Control Eligible Certificates are Appraised-Out Classes, the most senior class of Control Eligible Certificates), if any, will be the Controlling Class. The right of any Appraised-Out Class to present a second appraisal of any mortgage loan for which an Appraisal Event has occurred is limited to one appraisal with respect to each mortgaged property relating to the affected mortgage loan, subject to certain exceptions regarding a material change in circumstance. No certificateholders of an Appraised-Out Class will have appraisal remedies under the pooling and servicing agreement for this transaction in respect of a non-serviced mortgage loan.

Each servicing agreement related to a non-serviced loan combination (other than the 11 Madison Avenue non-serviced loan combination) has provisions similar to those in the prior paragraph as they relate to the applicable controlling class of certificates under the related securitization and appraisal remedies.

Sale of Defaulted Loans:  

Defaulted serviced mortgage loans will be sold in a process similar to the sale process for REO property, as described under “Servicing of the Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties” in the Free Writing Prospectus. There will be no “fair market value purchase option,” and the controlling class representative will have no right of first refusal with respect to the sale of defaulted loans. Non-serviced mortgage loans that become defaulted loans may be sold pursuant to a similar process under the related pooling and servicing agreement governing the servicing thereof.

With respect to each non-serviced mortgage loan, if such mortgage loan becomes a defaulted mortgage loan and the special servicer under the related other servicing agreement determines to sell the related non-serviced companion loan (or applicable portion thereof), such special servicer will be required to sell such non-serviced companion loan together and the related mortgage loan and any related B note together as notes evidencing one whole loan, in accordance with the provisions of the related intercreditor agreement and such other servicing agreement. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations” in the Free Writing Prospectus.

Appointment and Termination of Special Servicer:  

The controlling class representative will appoint the initial special servicer (but not with respect to any non-serviced mortgage loan or Excluded Mortgage Loan). At any time during the Subordinate Control Period, the special servicer (other than with respect to any non-serviced mortgage loan or Excluded Mortgage Loan) may be replaced by the controlling class representative, if any (a) for cause at any time and (b) without cause if (i) LNR Partners, LLC or its affiliate is not the special servicer that will be replaced or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 15% of the then controlling class of certificates. During any Collective Consultation Period and any Senior Consultation Period, the special servicer (other than with respect to any non-serviced mortgage loan) will be subject to termination without cause if certificateholders evidencing not less than 25% of voting rights of the certificates request a vote of certificateholders to replace the special servicer. The certificate administrator would present the proposal to all certificateholders, and replacement would be conditioned on receipt, within one hundred eighty (180) days thereafter, of approval of the termination from holders of 75% of the voting rights of the certificates. The holders initiating such vote will be responsible for the fees and expenses of the issuing entity in connection with the replacement.

During any Senior Consultation Period, if the trust advisor determines that the special servicer is not performing its duties in accordance with the Servicing Standard, the trust advisor will have the right to recommend the replacement of the special servicer with respect to the applicable mortgage loan or mortgage loans. The trust advisor’s recommendation to replace the special servicer must be confirmed by an affirmative vote of holders of a majority of the voting rights of the principal balance certificates.

If any mortgage loan is part of an A/B whole loan or loan pair, to the extent set forth in the related intercreditor agreement, the related directing holder, if any, may have the right to replace the special servicer, with respect to such A/B whole loan or loan pair to the extent set forth in the related intercreditor agreement.

In addition, subject to the terms of any related intercreditor agreement (including the rights of any related directing holder thereunder), with respect to any non-serviced loan combination, the related special servicer under the related other servicing agreement pursuant to which such non-serviced loan combination is being serviced may be replaced on terms set forth in such other servicing agreement that are substantially similar to

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Structural Overview

 

    those described above for the special servicer under the pooling and servicing agreement for this transaction; provided, that with respect to the 535-545 Fifth Avenue non-serviced loan combination, the related control note will be included in the issuing entity, and the rights thereof (including the right to replace the applicable special servicer) will be exercisable by (i) during a Subordinate Control Period, the controlling class representative, (ii) during a Collective Consultation Period, the special servicer (in consultation with the controlling class representative) and (iii) during a Senior Consultation Period, the special servicer; provided, further, that with respect to the 11 Madison Avenue mortgage loan, there will be no controlling class representative related to the securitization of the related pari passu companion loan, and the related special servicer may only be removed by a vote of certificateholders under such securitization. See “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs” and “—The Non-Serviced Loan Combinations” in the Free Writing Prospectus.
Servicing Standard:   Each of the master servicer and the special servicer is obligated to service and administer the mortgage loans (and, if applicable, the related serviced B notes and serviced companion loans) in accordance with the definition of the “Servicing Standard” described in the Free Writing Prospectus and the terms of the pooling and servicing agreement, provided that each non-serviced mortgage loan will be serviced by another master servicer or special servicer under the other servicing agreement with respect to the securitization of the related companion loan or applicable portion thereof.
Defaulted Mortgage
Loan Waterfall:
 
Amounts received by the issuing entity in respect of defaulted mortgage loans in connection with liquidation of any mortgage loan, net of unreimbursed advances and interest thereon, servicing compensation and other amounts payable or reimbursable therefrom, will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I advances previously made was reduced as a result of appraisal reductions. After the adjusted interest amount is so allocated, any remaining net proceeds will be allocated to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I advances previously made was reduced as a result of appraisal reductions.
Excluded Special Servicer:  

If the special servicer obtains knowledge that it has become a Borrower Party (as defined below) with respect to any mortgage loan (referred to herein as an “Excluded Special Servicer Mortgage Loan”), then the special servicer will be required to resign at its own cost with respect to such mortgage loan. The controlling class representative (during any Subordinate Control Period) will be entitled to appoint a separate special servicer that is not a Borrower Party (referred to as an “Excluded Special Servicer”) with respect to such Excluded Special Servicer Mortgage Loan unless such Excluded Special Servicer Mortgage Loan is also an Excluded Mortgage Loan, in which case the largest controlling class certificateholder (by certificate principal balance) that is not a Borrower Party will be entitled to appoint the Excluded Special Servicer. During any Collective Consultation Period the largest controlling class certificateholder (by certificate principal balance) that is not a Borrower Party will be entitled to appoint the Excluded Special Servicer. During any Senior Consultation Period, or if each controlling class certificateholder is a Borrower Party, certificateholders holding more than 50% of the exercised voting rights (provided certificateholders holding more than 20% or more of the total voting rights exercise their right to vote) will be entitled to appoint the Excluded Special Servicer; provided, that if such certificateholders do not appoint the Excluded Special Servicer within thirty (30) days of the special servicer’s notice of resignation, such resigning special servicer will be required to appoint the Excluded Special Servicer. If any such party referred to above is entitled (but not required) to appoint the excluded special servicer but does not so appoint within thirty (30) days, the resigning special servicer will be required to appoint the Excluded Special Servicer. Any Excluded Special Servicer will be required to perform all of the obligations of the special servicer and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Mortgage Loan earned during such time as the related mortgage loan is an Excluded Special Servicer Mortgage Loan (provided that the special servicer will remain entitled to all other special servicing compensation with respect all loans which are not Excluded Special Servicer Mortgage Loans).

As of the closing date, the mortgage loan secured by the mortgaged property identified on Appendix I to the Free Writing Prospectus as Plaza Vista, representing approximately 1.0% of the initial pool balance, is expected to be the only Excluded Special Servicer Mortgage Loan and Excluded Mortgage Loan related to the issuing entity. Wells Fargo Bank, National Association will act as Excluded Special Servicer with respect to such mortgage loan.

As used herein, “Borrower Party” means (a) a borrower, a mortgagor, a manager of a mortgaged property or any affiliate thereof, (b) solely with respect to the ten largest mortgage loans (based on cut-off date principal balance), any person that owns, directly or indirectly, 25% or more of the beneficial interests in any mezzanine lender of any mezzanine loan related to a mortgage loan that has accelerated such mezzanine loan as set forth in clause (c), or (c) any mezzanine lender (or any affiliate thereof) of any mezzanine loan related to a mortgage loan that has accelerated such mezzanine loan (unless (1) acceleration was automatic under such mezzanine loan, (2) the event directly giving rise to the automatic acceleration under such mezzanine loan was not initiated by such mezzanine lender or an affiliate of such mezzanine lender and (3) such mezzanine lender is stayed from exercising and has not commenced the exercise of remedies associated with foreclosure of the equity collateral under such mezzanine loan) or commenced foreclosure proceedings with respect to such mezzanine loan against the equity interests in the borrower(s) of such mortgage loan. For purposes of the foregoing definition, “affiliate” means, with respect to any specified person, any other person controlling or controlled by or under common control with such specified person.

References herein to the “special servicer” mean individually or collectively, as the context may require, LNR Partners, LLC as special servicer with respect to all mortgage loans other than the Excluded Special Servicer

  

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-11
 

 

MSBAM 2015-C26 Structural Overview

 

    Mortgage Loans and any non-serviced mortgage loans, and any Excluded Special Servicer as special servicer with respect to Excluded Special Servicer Mortgage Loans.
Trust Advisor:  

The trust advisor will be required to promptly review all information available to certain privileged persons on the certificate administrator’s website related to any specially serviced mortgage loan or REO property and each asset status report with respect to specially serviced mortgage loans (provided that during any Subordinate Control Period, the trust advisor may only review final asset status reports).

During any Collective Consultation Period and any Senior Consultation Period, within 60 days after the end of each calendar year during which any mortgage loan was a specially serviced mortgage loan or any mortgaged property was an REO property, the trust advisor will be required to meet with representatives of the special servicer that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such meeting to review certain operational practices of the special servicer related to specially serviced mortgage loans and REO properties.

In addition, during any Collective Consultation Period and any Senior Consultation Period, based on (i) the trust advisor’s annual meeting with the special servicer and (ii) the trust advisor’s review of any asset status reports and other information delivered to the trust advisor by the special servicer and any other information available to certain privileged persons on the certificate administrator’s website, the trust advisor will be required to prepare an annual report to be provided to the certificate administrator (and to be made available through the certificate administrator’s website) setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of specially serviced mortgage loans and REO properties. If the special servicer is replaced, the trust advisor’s annual report will only relate to the entity that was acting as special servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report. No such annual report will be required to be prepared or delivered with respect to any calendar year as to which no annual meeting is required to be held or with respect to any calendar year during which no asset status reports have been prepared in connection with a specially serviced mortgage loan or REO property.

However, the trust advisor’s obligations described in the preceding three paragraphs will not apply to non-serviced mortgage loans.

Furthermore, during any Collective Consultation Period and any Senior Consultation Period, the special servicer will be required to consult (on a non-binding basis) the trust advisor in connection with certain major decisions involving any serviced mortgage loan, A/B whole loan, loan pair or any related REO property to the extent described in this Term Sheet and the Free Writing Prospectus and as set forth in the pooling and servicing agreement; provided that, with respect to matters relating to any A/B whole loan or loan pair, the special servicer will only be required to consult the trust advisor with regard to such matters if the holder of the related serviced B note or serviced companion loan, as applicable, is not (or is no longer) the directing holder with respect to such A/B whole loan or loan pair pursuant to the terms of the applicable intercreditor agreement, and prior to such time, the trust advisor will have no obligations under the pooling and servicing agreement with respect to such A/B whole loan or loan pair. The trust advisor will have no consultation rights with respect to any non-serviced mortgage loan or any related non-serviced companion loan.

During any Subordinate Control Period, (A) there will be no annual meeting between the trust advisor and the special servicer or any annual report prepared by the trust advisor and (B) the trust advisor will not distribute any report based on any review of the special servicer’s actions. In addition, the trust advisor will not have the right or obligation during any Subordinate Control Period to consult or consent with regard to any particular servicing actions, or otherwise opine on the actions of the special servicer with respect to any mortgage loan during any Subordinate Control Period.

Trust Advisor Expenses:   The trust advisor will be entitled, on each distribution date, to reimbursement for any trust advisor expenses, including unreimbursed indemnification amounts and other expenses (which do not include trust advisor fees) payable to the trust advisor pursuant to the terms of the pooling and servicing agreement. No trust advisor expenses (which do not include trust advisor fees) will be allocated to or otherwise borne by the Control Eligible Certificates, and all trust advisor expenses will be allocated to reduce amounts due and owing to certain classes of the non-Control Eligible Certificates as described in the Free Writing Prospectus and above in this Term Sheet.
Termination and Replacement of Trust Advisor:  

The trust advisor may be terminated or replaced without cause as described in the Free Writing Prospectus under “Servicing of the Mortgage Loans—The Trust Advisor—Termination of the Trust Advisor Without Cause.”
Deal Website:   The certificate administrator will be required to maintain a deal website which will include, among other items, (i) distribution date statements, (ii) CREFC® reports, (iii) summaries of final asset status reports, (iv) inspection reports, (v) appraisals, (vi) various special notices described in the Free Writing Prospectus, (vii) the “Investor Q&A Forum” and (viii) a voluntary “Investor Registry.” Investors may access the deal website following execution of an investor certification as described in the Free Writing Prospectus.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-12
 

 

MSBAM 2015-C26 Collateral Overview

 

Mortgage Loan Sellers No. of
Mortgage
Loans
No. of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool(1)
Morgan Stanley Mortgage Capital Holdings LLC 22 46 $605,449,740 57.8%
Bank of America, National Association 28 29 $204,769,800 19.5%
CIBC Inc. 9 11 $128,053,185 12.2%
Starwood Mortgage Funding III LLC 10 16 $109,896,178 10.5%
Total: 69 102 $1,048,168,904 100.0%

 

Pool Statistics

   
Aggregate Cut-off Date Balance: $1,048,168,904
Number of Mortgage Loans: 69
Average Cut-off Date Balance per Mortgage Loan: $15,190,854
Number of Mortgaged Properties: 102
Average Cut-off Date Balance per Mortgaged Property: $10,276,166
Weighted Average Mortgage Rate: 4.433%
% of Pool Secured by 5 Largest Mortgage Loans: 39.6%
% of Pool Secured by 10 Largest Mortgage Loans: 51.5%
% of Pool Secured by ARD Loans(2): 0.4%
Weighted Average Original Term to Maturity (months)(2): 119
Weighted Average Remaining Term to Maturity (months)(2): 115
Weighted Average Seasoning (months): 5
% of Pool Secured by Single Tenant Mortgaged Properties: 3.0%
% of Pool Secured by Refinance Loans: 74.8%
% of Pool Secured by Acquisition Loans: 25.2%

 

Additional Debt

   
% of Pool with Pari Passu Mortgage Debt: 31.1%
% of Pool with Mezzanine Debt: 20.9%
% of Pool with Subordinate Mortgage Debt: 8.7%

 

Credit Statistics(3)

   
Weighted Average UW NOI DSCR: 1.92x
Weighted Average UW NOI Debt Yield: 10.2%
Weighted Average UW NCF DSCR: 1.79x
Weighted Average UW NCF Debt Yield: 9.5%
Weighted Average Cut-off Date LTV Ratio(4): 60.2%
Weighted Average Maturity Date LTV Ratio(2)(4): 53.6%

 

 

Footnotes are set forth on the following page.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-13
 

 

MSBAM 2015-C26 Collateral Overview

 

Amortization

Weighted Average Original Amortization Term (months): 357
Weighted Average Remaining Amortization Term (months): 356
% of Pool Amortizing Balloon: 28.5%
% of Pool Interest Only followed by Amortizing Balloon: 39.4%
% of Pool Interest Only through Maturity(2): 32.1%
% of Pool Fully Amortizing: 0.0%

 

Lockboxes

   
% of Pool with Hard Lockboxes: 34.5%
% of Pool with Soft Lockboxes: 4.0%
% of Pool with Springing Lockboxes: 56.8%
% of Pool with No Lockboxes: 4.8%

 

Reserves

   
% of Pool Requiring Tax Reserves: 80.5%
% of Pool Requiring Insurance Reserves: 41.2%
% of Pool Requiring Replacement Reserves: 75.8%
% of Pool Requiring TI/LC Reserves(5): 66.9%

 

Call Protection

   
% of Pool with lockout period, followed by defeasance until open period: 83.3%
% of Pool with lockout period, followed by the greater of a prepayment premium and yield maintenance until open period: 11.1%
% of Pool with lockout period, followed by defeasance or the greater of a prepayment premium and yield maintenance until open period: 4.5%
% of Pool with lockout period, followed by the greater of a prepayment premium and yield maintenance, followed by defeasance or the greater of a prepayment premium and yield maintenance until open period: 1.1%

 

 

(1)Unless otherwise indicated, all references to “% of Pool” in this Term Sheet reflect a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to November 2015.

 

(2)With respect to any ARD Loan, unless otherwise indicated, references in this Term Sheet to the applicable “maturity date” refer to the applicable anticipated repayment date with respect to such ARD Loan, and such applicable anticipated repayment date is treated as its maturity date for all purposes hereof.

 

(3)With respect to any mortgage loan that is part of a loan pair or a non-serviced loan combination, unless otherwise indicated, all LTV, DSCR, Debt Yield and Balance per SF/Unit calculations in this term sheet include the related pari passu companion loan and exclude any subordinate notes, as applicable. Additionally, LTV, DSCR, Debt Yield and Balance per SF/Unit figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. With respect to any leased fee loans, the SF/Unit and Balance per SF/Unit figures in this Term Sheet are based on the size of the non-collateral improvements.

 

(4)The LTV ratios set forth in this Term Sheet are generally based on the “as-is” values of the related mortgaged properties; provided, that such LTV ratios may be based on “as-stabilized” values in certain cases in which reserves have been established at origination for the applicable condition or circumstance that is expected to result in stabilization. See the definition of “Appraised Value” under “Description of the Mortgage Pool—Additional Mortgage Loan Information” in the Free Writing Prospectus.

 

(5)Excludes hospitality, multifamily, manufactured housing, self-storage and leased fee properties.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-14
 

 

MSBAM 2015-C26 Characteristics of the Mortgage Loans

 

Top 10 Mortgage Loans
                           
Loan
No.
Mortgage
Loan
Seller
Property Name City State Property Type Cut-off Date
Balance
% of
Pool
SF/Units Cut-off Date Balance per SF/Unit UW
NCF
DSCR
UW NOI
Debt
Yield
Cut-off
Date LTV
Maturity
Date LTV
1 MSMCH 535-545 Fifth Avenue(1) New York NY Mixed Use $110,000,000 10.5% 512,171 $605.27 1.37x 6.2% 49.2% 49.2%
2 MSMCH Herald Center(2) New York NY Mixed Use $100,000,000 9.5% 249,063 $1,023.84 1.94x 9.1% 44.6% 44.6%
3 MSMCH 11 Madison Avenue(3) New York NY Office $91,700,000 8.7% 2,285,043 $334.49 3.89x 14.3% 32.5% 32.5%
4 MSMCH Palmer Center Colorado Springs CO Office $73,717,026 7.0% 459,500 $160.43 1.34x 9.7% 70.9% 57.5%
5 CIBC Wallace Student Housing Portfolio Various GA Multifamily $40,000,000 3.8% 943 $42,417.82 1.35x 8.7% 67.3% 59.5%
6 MSMCH Skylight Office Tower Cleveland OH Office $27,350,000 2.6% 320,793 $85.26 1.84x 13.5% 64.1% 56.7%
7 SMF III Market Square Plaza Harrisburg PA Office $26,350,000 2.5% 172,629 $152.64 1.30x 8.6% 70.7% 60.9%
8 MSMCH Coastal Equities Retail Portfolio(4) Various Various Retail $24,000,000 2.3% 3,458,225 $48.87 1.48x 10.1% 72.5% 65.2%
9 MSMCH Green Valley Corporate Center Henderson NV Office $23,662,049 2.3% 198,939 $118.94 1.46x 9.9% 68.2% 55.5%
10 BANA Sunset Cove Apartments Las Vegas NV Multifamily $22,800,000 2.2% 392 $58,163.27 1.36x 8.5% 72.2% 65.9%
    Total/Wtd. Avg.       $539,579,075 51.5%     1.93x 9.7% 54.5% 50.0%

 

 

(1)The 535-545 Fifth Avenue mortgage loan is part of a non-serviced loan combination that is evidenced by five pari passu promissory notes with an aggregate Cut-off Date principal balance of $310,000,000. The 535-545 Fifth Avenue mortgage loan is evidenced by one such promissory note (Note A-2) with an outstanding principal balance as of the Cut-off Date of $110,000,000. The pari passu promissory notes not included in the Issuing Entity (Notes A-1, A-3, A-4 and A-5) evidence the related non-serviced companion loan, which had an aggregate outstanding principal balance as of the Cut-off Date of $200,000,000. Promissory Note A-1, which had an outstanding principal balance as of the Cut-off Date of $110,000,000, was contributed to the MSBAM 2015-C24 securitization trust, and Promissory Notes A-3, A-4 and A-5, which had an aggregate outstanding principal balance as of the Cut-off Date of $90,000,000, are expected to be held by Morgan Stanley Bank, N.A. or an affiliate thereof on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time. Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu non-serviced companion loan. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The 535-545 Fifth Avenue Non-Serviced Loan Combination” in the Free Writing Prospectus.

 

(2)The Herald Center mortgage loan is part of a non-serviced loan combination evidenced by four pari passu promissory notes with an aggregate Cut-off Date principal balance of $255,000,000. Prior to the date hereof, such promissory notes (or interests therein) were contributed to one or more REMICs, and references herein to the Herald Center mortgage loan, non-serviced companion loan or non-serviced loan combination will be deemed to include the REMIC regular interests that correspond to the underlying promissory notes. The “Herald Center mortgage loan” is evidenced by one such pari passu promissory note (Note A-1) with an outstanding principal balance as of the Cut-off Date of $100,000,000. The “Herald Center non-serviced companion loan” is evidenced by the remaining pari passu promissory notes (Notes A-2, A-3 and A-4), which had an aggregate outstanding principal balance as of the Cut-off Date of $155,000,000, and which are not included in the Issuing Entity. Promissory Notes A-2 and A-4, which had an aggregate outstanding principal balance as of the Cut-off Date of $115,000,000, together with the corresponding REMIC regular interests, are expected to be held by the MSBAM 2015-C25 securitization trust on the closing date of this transaction. Promissory Note A-3, which had an outstanding principal balance as of the Cut-off Date of $40,000,000, together with the corresponding REMIC regular interest, is expected to be held by Morgan Stanley Bank, N.A. or an affiliate thereof on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time. Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu non-serviced companion loan. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Herald Center Non-Serviced Loan Combination” in the Free Writing Prospectus.

 

(3)The 11 Madison Avenue mortgage loan is part of a non-serviced loan combination evidenced by 16 pari passu senior promissory notes with an aggregate Cut-off Date principal balance of $764,330,000 and three junior notes with an aggregate Cut-off Date principal balance of $310,670,000, as follows: (i) the 11 Madison Avenue mortgage loan is evidenced by Promissory Notes A-2-C1 and A-2-C2 (two of the senior notes), with an aggregate principal balance as of the Cut-off Date of $91,700,000, (ii) the 11 Madison Avenue non-serviced companion loan is evidenced by Promissory Notes A-1-S1, A-1-S2, A-1-S3, A-2-S1, A-2-S2, A-2-S3, A-3-S1, A-3-S2 and A-3-S3 (nine of the senior notes), with an aggregate principal balance as of the Cut-off Date of $397,530,000 (which were included in the MAD 2015-11MD securitization trust), and Promissory Notes A-1-C1, A-1-C2, A-1-C3, A-3-C1 and A-3-C2 (five of the senior notes), with an aggregate principal balance as of the Cut-off Date of $275,100,000 (which are expected to be held by German American Capital Corporation and Wells Fargo Bank, National Association, or affiliates thereof or securitization transactions of which they are sponsors, on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time), and (iii) the 11 Madison Avenue B notes are evidenced by Promissory Notes B-1-S, B-2-S and B-3-S (the three junior notes), with an aggregate outstanding principal balance as of the Cut-off Date of $310,670,000 (which were included in the MAD 2015-11MD securitization trust). Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu non-serviced companion loan but exclude the 11 Madison Avenue B notes. The UW NCF DSCR, UW NOI Debt Yield and Cut-off Date LTV for the 11 Madison Avenue non-serviced loan combination, taking into account the 11 Madison Avenue B notes, are equal to 2.77x, 10.2% and 45.7%, respectively. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The 11 Madison Avenue Non-Serviced Loan Combination” in the Free Writing Prospectus.

 

(4)The Coastal Equities Retail Portfolio mortgage loan is part of a non-serviced loan combination evidenced by 10 pari passu promissory notes with an aggregate Cut-off Date principal balance of $169,000,000. The Coastal Equities Retail Portfolio mortgage loan is evidenced by two such pari passu promissory notes (Notes A-6 and A-10) with an aggregate outstanding principal balance as of the Cut-off Date of $24,000,000. The pari passu promissory notes not included in the Issuing Entity (Notes A-1, A-2, A-3, A-4, A-5, A-7, A-8 and A-9) evidence the related non-serviced companion loan, which had an aggregate outstanding principal balance as of the Cut-off Date of $145,000,000. Promissory Notes A-1, A-2, A-3 and A-7, which had an aggregate outstanding principal balance as of the Cut-off Date of $85,000,000, were contributed to the MSBAM 2015-C24 securitization trust. Promissory Notes A-4, A-5, A-8 and A-9, which had an aggregate outstanding principal balance as of the Cut-off Date of $60,000,000, were contributed to the MSBAM 2015-C25 securitization trust. Unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu non-serviced companion loan. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Coastal Equities Retail Portfolio Non-Serviced Loan Combination” in the Free Writing Prospectus.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-15
 

 

MSBAM 2015-C26 Characteristics of the Mortgage Loans

 

Mortgage Loans with Pari Passu Companion Loans
Loan
No.
Mortgage
Loan Seller
Property Name
Mortgage Loan
Cut-off Date
Balance
Companion Loan Cut-off Date Balance
Combined
Cut-off Date Balance
Lead Servicing Agreement Master Servicer Special Servicer Control Rights Combined
UW NCF
DSCR
Combined
UW NOI
Debt Yield
Combined
Cut-off
Date LTV
1 MSMCH 535-545 Fifth Avenue(1) $110,000,000 $200,000,000 $310,000,000 MSBAM 2015-C24 Wells Fargo Midland MSBAM 2015-C26(2) 1.37x 6.2% 49.2%
2 MSMCH Herald Center(3) $100,000,000 $155,000,000 $255,000,000 MSBAM 2015-C25 Wells Fargo Midland MSBAM 2015-C25 1.94x 9.1% 44.6%
3 MSMCH 11 Madison Avenue(4) $91,700,000 $672,630,000 $764,330,000 MAD 2015-11MD Key Bank Key Bank MAD 2015-11MD(5) 3.89x 14.3% 32.5%
8 MSMCH Coastal Equities Retail Portfolio(6) $24,000,000 $145,000,000 $169,000,000 MSBAM 2015-C24 Wells Fargo Midland MSBAM 2015-C24 1.48x 10.1% 72.5%

 

 

(1)See Footnote (1) to the table entitled “Top 10 Mortgage Loans” above for a description of the 535-545 Fifth Avenue non-serviced loan combination.

 

(2)Servicing of the 535-545 Fifth Avenue non-serviced loan combination will be governed by the MSBAM 2015-C24 pooling and servicing agreement; however, the holder of the 535-545 Fifth Avenue mortgage loan (and, correspondingly, the parties designated to exercise the rights of such holder under the pooling and servicing agreement for this transaction) will be entitled to certain rights with respect to the servicing of the 535-545 Fifth Avenue non-serviced loan combination and replacement of the special servicer with respect to the 535-545 Fifth Avenue non-serviced loan combination, as described under “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The 535-545 Fifth Avenue Non-Serviced Loan Combination” and “Servicing of the Mortgage Loans” in the Free Writing Prospectus.

 

(3)See Footnote (2) to the table entitled “Top 10 Mortgage Loans” above for a description of the Herald Center non-serviced loan combination.

 

(4)See Footnote (3) to the table entitled “Top 10 Mortgage Loans” above for a description of the 11 Madison Avenue non-serviced loan combination.

 

(5)With respect to the 11 Madison Avenue mortgage loan, there will be no controlling class representative related to the securitization of the related pari passu companion loan and B notes, and consequently, the related special servicer may only be removed by a vote of certificateholders under such securitization, and such special servicer will not be required to seek the consent of a controlling party with respect to major decisions in respect of the 11 Madison Avenue non-serviced loan combination.

 

(6)See Footnote (4) to the table entitled “Top 10 Mortgage Loans” above for a description of the Coastal Equities Retail Portfolio non-serviced loan combination.

 

Mortgage Loans with Subordinate Debt
Loan
No.
Mortgage
Loan Seller
Property Name Mortgage Loan Cut-off Date
Balance
Cut-off Date
Loan per Unit/SF
Subordinate Debt
Cut-off Date
Balance
UW NCF
DSCR
UW NOI
Debt Yield
Cut-off
Date LTV
Total Mortgage Debt UW NCF
DSCR
Total Mortgage Debt UW NOI
Debt Yield
Total Mortgage Debt Cut-off
Date LTV
3 MSMCH 11 Madison Avenue(1) $91,700,000 $334.49 $310,670,000 3.89x 14.3% 32.5% 2.77x 10.2% 45.7%

 

 

(1)See Footnote (3) to the table entitled “Top 10 Mortgage Loans” above for a description of the 11 Madison Avenue non-serviced loan combination.

 

Mortgage Loans with Mezzanine Debt(1)
Loan
No.
Mortgage
Loan Seller
Property Name Mortgage Loan Cut-off Date
Balance
Cut-off Date
Loan per Unit/SF
Mezzanine Debt
Cut-off Date
Balance
UW NCF
DSCR
UW NOI
Debt Yield
Cut-off
Date LTV
Total Debt
UW NCF
DSCR
Total Debt
UW NOI
Debt Yield
Total Debt
Cut-off
Date LTV
2 MSMCH Herald Center $100,000,000 $1,023.84   $40,000,000(2) 1.94x 9.1% 44.6% 1.66x 7.9% 51.6%
3 MSMCH 11 Madison Avenue $91,700,000 $334.49 $325,000,000 3.89x 14.3% 32.5% 1.97x 7.8% 59.6%
6 MSMCH Skylight Office Tower $27,350,000 $85.26 $5,500,000 1.84x 13.5% 64.1% 1.33x 11.2% 77.0%

 

 

(1)Total Debt UW NCF DSCR, Total Debt UW NOI Debt Yield and Total Debt Cut-off Date LTV figures shown above are calculated based on any related pari passu notes, subordinate note(s) and the mezzanine debt, including, with respect to the Herald Center mortgage loan, the full principal amount of the $40,000,000 mezzanine facility.

 

(2)The Herald Center borrower may permit its equity owners to pledge up to a 49% indirect interest in the Herald Center borrower subject to various conditions, including, among other conditions, (i) no event of default under the Herald Center mortgage loan documents and (ii) the principal amount of the mezzanine debt will not result in an aggregate LTV of greater than 75% or a debt yield of less than 8.5%. On August 24, 2015, the Herald Center borrower notified the lender of its intent to permit the pledge of an indirect 49% interest in the Herald Center borrower and 100% of its cash distributions to M&T Bank in return for a $40,000,000, two-year term credit facility to certain equity owners of the Herald Center borrower (which may be used for any purpose determined by such equity owners). On September 15, 2015, the Herald Center borrower notified the lender that the then outstanding balance of the credit facility was approximately $8.4 million. The outstanding balance may change at any time without notice within the parameters of the credit facility terms and the Herald Center mortgage loan document conditions.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-16
 

 

MSBAM 2015-C26 Characteristics of the Mortgage Loans

 

Prior Securitization History(1)
Loan
No.
Mortgage
Loan
Seller
Property Name City State Property
Type
Cut-off
Date
Balance
% of
Pool
SF/Units Cut-off
Date
 Balance
per SF/Unit
UW
NCF
DSCR
UW
NOI
Debt
Yield
Cut-off
Date
LTV
Maturity Date
LTV
Prior Securitization
1 MSMCH 535-545 Fifth Avenue New York NY Mixed Use $110,000,000 10.5% 512,171 $605.27 1.37x 6.2% 49.2% 49.2% CMSC 2006-C3
4 MSMCH Palmer Center Colorado Springs CO Office $73,717,026 7.0% 459,500 $160.43 1.34x 9.7% 70.9% 57.5% CSFB 2005-C5
5 CIBC Wallace Student Housing Portfolio Various GA Multifamily $40,000,000 3.8% 943 $42,417.82 1.35x 8.7% 67.3% 59.5% WBCMT 2006-C24
7 SMF III Market Square Plaza Harrisburg PA Office $26,350,000 2.5% 172,629 $152.64 1.30x 8.6% 70.7% 60.9% BACM 2005-6
11 MSMCH Landmark at City Park Houston TX Multifamily $21,150,000 2.0% 288 $73,437.50 1.33x 8.3% 73.6% 65.9% FREMF 2011-K702
13 SMF III Columbus Self Storage Portfolio Various OH Self Storage $19,250,000 1.8% 302,390 $63.66 1.40x 8.8% 71.0% 65.2% COMM 2013-CR7
15 BANA Stoney Park Place Apartments Shelby Township MI Multifamily $17,550,000 1.7% 150 $117,000.00 1.39x 8.9% 75.0% 66.2% MLCFC 2007-5
18 CIBC Wynthrope Forest Apartments Riverdale GA Multifamily $16,200,000 1.5% 270 $60,000.00 1.36x 9.0% 73.0% 64.5% MSBAM 2012-C6
22 MSMCH Crossroads Center I & II Springfield OR Retail $14,643,440 1.4% 98,342 $148.90 1.81x 11.0% 60.1% 48.6% MSC 2005 - HQ7
30 SMF III Plaza Vista Sierra Vista AZ Retail $10,400,000 1.0% 227,110 $45.79 1.68x 11.6% 74.3% 65.2% LBUBS 2004-C2
31 CIBC Meadows Mobile Home Park Fredericksburg VA Manuf. Housing $9,500,000 0.9% 208 $45,673.08 1.32x 8.3% 70.7% 60.7% BACM 2006-1
35 BANA Sierra Apartments Harlingen TX Multifamily $7,360,000 0.7% 208 $35,384.62 1.72x 11.7% 74.9% 69.1% MSC 2005-IQ10
40 SMF III Thorn Run Crossing Coraopolis PA Retail $6,750,000 0.6% 49,067 $137.57 1.53x 10.3% 73.4% 63.2% CD 2006-CD2
41 BANA Devon Self Storage - Baltimore, MD Baltimore MD Self Storage $6,500,000 0.6% 64,084 $101.43 1.42x 9.1% 65.0% 57.4% GECMC 2006-C1
43 CIBC Fairmount Seattle Seattle WA Mixed Use $6,484,721 0.6% 32,957 $196.76 1.41x 9.2% 47.0% 38.6% CD 2005-CD1
45 MSMCH Best Western Plus International Speedway Daytona Beach FL Hospitality $6,286,718 0.6% 151 $41,633.90 1.60x 12.3% 67.6% 56.4% BSCMS 2006-PW13
47 BANA Hannaford Supermarket Gardner MA Retail $6,000,000 0.6% 42,382 $141.57 1.78x 11.2% 51.7% 44.4% BSCMS 2006-PW12
49 MSMCH The Ski.com Building Aspen CO Office $5,300,000 0.5% 22,860 $231.85 1.52x 10.2% 58.9% 54.3% MSC 2006-HQ8
55 BANA StorageOne - Henderson, NV Henderson NV Self Storage $4,450,000 0.4% 86,620 $51.37 3.29x 15.8% 38.0% 38.0% GECMC 2005-C3
58 BANA Shopko Nampa Nampa ID Retail $4,100,000 0.4% 90,446 $45.33 1.45x 10.2% 65.1% 56.3% CGCMT 2006-C4
59 BANA StorageOne - Las Vegas, NV Las Vegas NV Self Storage $4,000,000 0.4% 80,725 $49.55 2.67x 13.0% 49.8% 49.8% GECMC 2005-C3
63 BANA Olive Tree Plaza Murrieta CA Retail $3,352,004 0.3% 16,362 $204.87 1.48x 9.9% 66.0% 54.1% MSC 2006-HQ8
65 BANA Streetside at Vinings Atlanta GA Retail $3,281,250 0.3% 15,461 $212.23 1.44x 9.7% 75.0% 64.9% MSC 2006-HQ8
67 CIBC Palmer Plaza Fort Collins CO Retail $2,946,850 0.3% 24,256 $121.49 1.48x 10.1% 70.2% 57.9% WBCMT 2006-C26
    Total       $425,572,009 40.6%              

 

 

(1)Includes mortgage loans for which all or a portion of the previously existing debt was most recently securitized in conduit securitizations, based on information provided by the related borrower or obtained through searches of a third-party database. The information has not otherwise been confirmed by the mortgage loan sellers. With respect to any mortgage loan that is part of a loan pair or a non-serviced loan combination, unless otherwise indicated, all LTV, DSCR, Debt Yield and Cut-off Date Balance PSF/Unit calculations include the related pari passu companion loan and exclude any subordinate notes, as applicable.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-17
 

 

MSBAM 2015-C26 Characteristics of the Mortgage Loans

 

Mortgage Loans with Scheduled Balloon Payments and Related Classes(1)

Class A-2 ($14,800,000)
Loan
No.
Mortgage
Loan
Seller
Property Name State Property Type Cut-off
Date
Balance
% of
Pool
Maturity Date Balance % of
Class A-2
Certificate
Principal
Balance
SF/
Units
Cut-off
Date
Balance per SF/Unit
UW
NCF
DSCR
UW
NOI
Debt
Yield
Cut-off
Date
LTV
Maturity Date LTV Rem. IO Period
(mos.)
Rem.
Term to
Maturity
(mos.)
32 MSMCH El Paso Medical Office TX Office $9,378,356 0.9% $8,674,263 58.6% 53,051 $176.78 1.37x 9.7% 74.4% 68.8% 0 58
44 SMF III Hollywood Medical Office FL Office $6,400,000 0.6% $6,101,468 41.2% 57,815 $110.70 1.64x 11.2% 58.2% 55.5% 23 59
    Total/Wtd. Avg.     $15,778,356 1.5% $14,775,732 99.8%     1.48x 10.3% 67.8% 63.4% 9 58

 

 

(1)The table above reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-2 Certificates, assuming (i) that none of the mortgage loans experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates; and (iii) each mortgage loan is paid in full on its stated maturity date or, in the case of any mortgage loan with an anticipated repayment date, on such anticipated repayment date. The table above is otherwise based on the Structuring Assumptions set forth under “Yield, Prepayment and Maturity Considerations” in the Free Writing Prospectus.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-18
 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-19
 

 

MSBAM 2015-C26 Characteristics of the Mortgage Loans

 

(PIE CHART) 

 

Property Type Distribution(1)
Property Type Number of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool
Wtd. Avg.
Mortgage
Rate
Wtd. Avg.
UW NCF
DSCR
Wtd. Avg.
UW NOI
Debt Yield
Wtd. Avg.
Cut-off

Date LTV
Wtd. Avg.
Maturity

Date LTV
Office 13 $318,218,502 30.4% 4.284% 2.22x 11.8% 57.9% 50.2%
CBD 6 $237,117,026 22.6% 4.181% 2.47x 12.4% 54.8% 47.8%
Suburban 4 $54,376,108 5.2% 4.526% 1.50x 10.0% 66.7% 55.8%
Medical 3 $26,725,368 2.5% 4.704% 1.44x 10.0% 67.4% 59.8%
Mixed Use 7 $243,590,971 23.2% 4.239% 1.62x 7.9% 49.1% 48.1%
Office/Retail 4 $129,856,250 12.4% 3.987% 1.39x 6.9% 52.0% 50.9%
Retail/Office 2 $107,250,000 10.2% 4.508% 1.90x 9.0% 45.6% 45.3%
Multifamily/Retail 1 $6,484,721 0.6% 4.830% 1.41x 9.2% 47.0% 38.6%
Multifamily 18 $215,718,731 20.6% 4.542% 1.52x 9.4% 69.0% 61.6%
Garden 15 $175,718,731 16.8% 4.478% 1.56x 9.6% 69.4% 62.0%
Student Housing 3 $40,000,000 3.8% 4.820% 1.35x 8.7% 67.3% 59.5%
Retail 38 $107,176,965 10.2% 4.608% 1.57x 10.3% 68.8% 60.0%
Anchored 26 $64,853,576 6.2% 4.483% 1.61x 10.7% 70.1% 60.8%
Free Standing 5 $20,415,178 1.9% 4.763% 1.55x 9.6% 61.3% 55.7%
Unanchored 5 $14,256,207 1.4% 4.815% 1.49x 10.1% 73.0% 62.7%
Shadow Anchored 2 $7,652,004 0.7% 4.868% 1.40x 9.5% 69.9% 59.6%
Hospitality 6 $73,723,343 7.0% 4.842% 1.79x 13.0% 62.5% 49.4%
Limited Service 3 $37,786,718 3.6% 4.777% 1.76x 13.2% 62.6% 47.5%
Full Service 2 $25,462,023 2.4% 5.000% 1.90x 13.6% 61.0% 50.3%
Extended Stay 1 $10,474,601 1.0% 4.690% 1.65x 11.3% 65.9% 53.9%
Self Storage 14 $61,320,464 5.9% 4.681% 1.71x 10.2% 62.4% 56.3%
Self Storage 14 $61,320,464 5.9% 4.681% 1.71x 10.2% 62.4% 56.3%
Industrial 4 $14,619,928 1.4% 4.599% 1.52x 10.7% 73.8% 60.8%
Flex 4 $14,619,928 1.4% 4.599% 1.52x 10.7% 73.8% 60.8%
Manufactured Housing 2 $13,800,000 1.3% 4.772% 1.41x 9.0% 69.0% 59.8%
Manufactured Housing 2 $13,800,000 1.3% 4.772% 1.41x 9.0% 69.0% 59.8%
Total/Wtd. Avg. 102 $1,048,168,904 100.0% 4.433% 1.79x 10.2% 60.2% 53.6%

 

 

(1)All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total” due to rounding. With respect to any mortgage loan that is part of a loan pair or a non-serviced loan combination, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations include the related pari passu companion loan and exclude any subordinate notes, as applicable.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-20
 

 

MSBAM 2015-C26 Characteristics of the Mortgage Loans

 

(MAP) 

 

Geographic Distribution(1)
State or Other Jurisdiction Number of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool
Wtd. Avg.
Mortgage
Rate
Wtd. Avg.
UW NCF
DSCR
Wtd. Avg.
UW NOI
Debt Yield
Wtd. Avg.
Cut-off

Date LTV
Wtd. Avg.
Maturity

Date LTV
New York 4 $303,503,550 29.0% 3.988% 2.32x 9.6% 42.8% 42.7%
Texas 13 $101,750,744 9.7% 4.474% 1.54x 10.1% 70.0% 61.0%
Colorado 3 $81,963,876 7.8% 4.414% 1.36x 9.7% 70.1% 57.3%
Georgia 8 $77,884,504 7.4% 4.737% 1.52x 9.5% 68.4% 60.9%
California 7 $65,440,752 6.2% 4.739% 1.74x 11.0% 59.1% 52.3%
California – Northern(2) 3 $42,997,012 4.1% 4.800% 1.82x 11.4% 61.6% 54.8%
California – Southern(2) 4 $22,443,740 2.1% 4.621% 1.58x 10.3% 54.3% 47.5%
Nevada 4 $54,912,049 5.2% 4.448% 1.65x 10.0% 66.1% 58.0%
Ohio 7 $49,014,201 4.7% 4.797% 1.65x 11.5% 67.2% 60.5%
Pennsylvania 5 $43,945,000 4.2% 4.761% 1.36x 8.8% 70.2% 61.6%
Virginia 4 $32,320,491 3.1% 4.551% 1.74x 12.3% 63.8% 49.9%
Michigan 6 $31,115,178 3.0% 4.808% 1.42x 9.4% 71.5% 62.4%
North Carolina 7 $30,916,613 2.9% 4.722% 1.58x 11.4% 67.6% 53.7%
Washington 3 $24,948,780 2.4% 4.667% 1.39x 9.2% 58.6% 48.5%
Utah 2 $24,856,250 2.4% 4.614% 1.45x 9.7% 73.6% 66.2%
Florida 5 $21,929,807 2.1% 4.839% 1.65x 11.6% 66.8% 57.5%
New Mexico 2 $18,000,000 1.7% 4.685% 2.51x 17.3% 65.5% 53.4%
Mississippi 1 $16,250,000 1.6% 4.320% 1.40x 8.8% 69.1% 61.8%
Arizona 2 $15,500,000 1.5% 4.573% 1.69x 11.4% 70.7% 62.9%
Oregon 1 $14,643,440 1.4% 4.330% 1.81x 11.0% 60.1% 48.6%
Kentucky 2 $8,750,000 0.8% 4.648% 1.46x 9.4% 74.8% 64.6%
Maryland 1 $6,500,000 0.6% 4.810% 1.42x 9.1% 65.0% 57.4%
Massachusetts 1 $6,000,000 0.6% 4.620% 1.78x 11.2% 51.7% 44.4%
Idaho 1 $4,100,000 0.4% 4.904% 1.45x 10.2% 65.1% 56.3%
Illinois 1 $3,500,000 0.3% 4.299% 1.80x 12.5% 68.6% 59.9%
Tennessee 4 $2,641,420 0.3% 4.605% 1.48x 10.1% 72.5% 65.2%
Alabama 3 $2,016,568 0.2% 4.605% 1.48x 10.1% 72.5% 65.2%
Delaware 1 $1,789,349 0.2% 4.605% 1.48x 10.1% 72.5% 65.2%
Indiana 1 $1,675,740 0.2% 4.605% 1.48x 10.1% 72.5% 65.2%
Connecticut 1 $1,562,130 0.1% 4.605% 1.48x 10.1% 72.5% 65.2%
Louisiana 1 $383,432 0.0% 4.605% 1.48x 10.1% 72.5% 65.2%
South Carolina 1 $355,030 0.0% 4.605% 1.48x 10.1% 72.5% 65.2%
Total/Wtd. Avg. 102 $1,048,168,904 100.0% 4.433% 1.79x 10.2% 60.2% 53.6%

 

 

(1)All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total” due to rounding. With respect to any mortgage loan that is part of a loan pair or a non-serviced loan combination, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations include the related pari passu companion loan and exclude any subordinate notes, as applicable.

 

(2)“California – Northern” includes zip codes above 93600, and “California – Southern” includes zip codes at or below 93600.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-21
 

 

MSBAM 2015-C26 Collateral Statistics

 

Collateral Statistics(1)

Cut-off Date Balance ($)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
1 - 5,000,000 18 65,343,833 6.2  
5,000,001 - 10,000,000 21 144,136,903 13.8  
10,000,001 - 15,000,000 9 107,735,362 10.3  
15,000,001 - 25,000,000 14 261,835,781 25.0  
25,000,001 - 50,000,000 3 93,700,000 8.9  
50,000,001 - 75,000,000 1 73,717,026 7.0  
75,000,001 - 100,000,000 2 191,700,000 18.3  
100,000,001 - 110,000,000 1 110,000,000 10.5  
Total: 69 $1,048,168,904 100.0 %
Min: $1,298,728          Max: $110,000,000 Avg: $15,190,854  

 

State or Other Jurisdiction

         
  No. of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
New York 4 303,503,550 29.0  
Texas 13 101,750,744 9.7  
Colorado 3 81,963,876 7.8  
Georgia 8 77,884,504 7.4  
California 7 65,440,752 6.2  
California – Northern(2) 3 42,997,012 4.1  
California – Southern(2) 4 22,443,740 2.1  
Nevada 4 54,912,049 5.2  
Ohio 7 49,014,201 4.7  
Pennsylvania 5 43,945,000 4.2  
Virginia 4 32,320,491 3.1  
Michigan 6 31,115,178 3.0  
North Carolina 7 30,916,613 2.9  
Washington 3 24,948,780 2.4  
Utah 2 24,856,250 2.4  
Florida 5 21,929,807 2.1  
New Mexico 2 18,000,000 1.7  
Mississippi 1 16,250,000 1.6  
Arizona 2 15,500,000 1.5  
Oregon 1 14,643,440 1.4  
Kentucky 2 8,750,000 0.8  
Maryland 1 6,500,000 0.6  
Massachusetts 1 6,000,000 0.6  
Idaho 1 4,100,000 0.4  
Illinois 1 3,500,000 0.3  
Tennessee 4 2,641,420 0.3  
Alabama 3 2,016,568 0.2  
Delaware 1 1,789,349 0.2  
Indiana 1 1,675,740 0.2  
Connecticut 1 1,562,130 0.1  
Louisiana 1 383,432 0.0  
South Carolina 1 355,030 0.0  
Total: 102 $1,048,168,904 100.0 %

 

Property Type

         
  No. of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
Office 13 318,218,502 30.4  
CBD 6 237,117,026 22.6  
Suburban 4 54,376,108 5.2  
Medical 3 26,725,368 2.5  
Mixed Use 7 243,590,971 23.2  
Office/Retail 4 129,856,250 12.4  
Retail/Office 2 107,250,000 10.2  
Multifamily/Retail 1 6,484,721 0.6  
Multifamily 18 215,718,731 20.6  
Garden 15 175,718,731 16.8  
Student Housing 3 40,000,000 3.8  
Retail 38 107,176,965 10.2  
Anchored 26 64,853,576 6.2  
Free Standing 5 20,415,178 1.9  
Unanchored 5 14,256,207 1.4  
Shadow Anchored 2 7,652,004 0.7  
Hospitality 6 73,723,343 7.0  
Limited Service 3 37,786,718 3.6  
Full Service 2 25,462,023 2.4  
Extended Stay 1 10,474,601 1.0  
Self Storage 14 61,320,464 5.9  
Self Storage 14 61,320,464 5.9  
Industrial 4 14,619,928 1.4  
Flex 4 14,619,928 1.4  
Manufactured Housing 2 13,800,000 1.3  
Manufactured Housing 2 13,800,000 1.3  
Total/Wtd. Avg. 102 $1,048,168,904 100.0 %

 

   

Mortgage Rate (%)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
3.501 - 4.000 2 201,700,000 19.2  
4.001 - 4.500 17 260,051,676 24.8  
4.501 - 5.000 46 557,531,781 53.2  
5.001 - 5.500 4 28,885,447 2.8  
Total: 69 $1,048,168,904 100.0 %
Min: 3.560% Max: 5.350%  Wtd Avg: 4.433%    

 

Original Term to Maturity (mos.)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
60 2 15,778,356 1.5  
120 67 1,032,390,548 98.5  
Total: 69 $1,048,168,904 100.0 %
Min: 60 mos. Max: 120 mos.  Wtd Avg: 119 mos.    

 

Remaining Term to Maturity (mos.)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
58 - 60 2 15,778,356 1.5  
98 - 120 67 1,032,390,548 98.5  
Total: 69 $1,048,168,904 100.0 %
Min: 58 mos. Max: 120 mos.  Wtd Avg: 115 mos.    

 

Original Amortization Term (mos.)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
Interest Only 8 336,300,000 32.1  
300 3 37,468,420 3.6  
360 58 674,400,483 64.3  
Total: 69 $1,048,168,904 100.0 %
Min: 300 mos. Max: 360 mos.  Wtd Avg: 357 mos.    

 

Remaining Amortization Term (mos.)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
Interest Only 8 336,300,000 32.1  
297 - 300 3 37,468,420 3.6  
351 - 360 58 674,400,483 64.3  
Total: 69 $1,048,168,904 100.0 %
Min: 297 mos. Max: 360 mos.     Wtd Avg: 356 mos.    

 

Mortgage Loan Sellers

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
Morgan Stanley Mortgage Capital Holdings LLC 22 605,449,740 57.8  
Bank of America, National Association 28 204,769,800 19.5  
CIBC Inc. 9 128,053,185 12.2  
Starwood Mortgage Funding III LLC 10 109,896,178 10.5  
Total: 69 $1,048,168,904 100.0 %

 

Amortization Type

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
Partial Interest Only 39 413,477,500 39.4  
Interest Only 8 336,300,000 32.1  
Amortizing Balloon 22 298,391,404 28.5  
Total: 69 $1,048,168,904 100.0 %

 

  

Cut-off Date LTV Ratio (%)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
30.1 - 40.0 2 96,150,000 9.2  
40.1 - 50.0 5 227,576,457 21.7  
50.1 - 60.0 11 81,575,000 7.8  
60.1 - 70.0 24 271,303,612 25.9  
70.1 - 80.0 27 371,563,835 35.4  
Total: 69 $1,048,168,904 100.0 %
Min: 32.5% Max: 75.0% Wtd Avg: 60.2%    

 

Maturity Date LTV Ratio (%)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
30.1 - 40.0 4 109,726,457 10.5  
40.1 - 50.0 12 301,683,440 28.8  
50.1 - 60.0 29 348,403,152 33.2  
60.1 - 70.0 24 288,355,856 27.5  
Total: 69 $1,048,168,904 100.0 %
Min: 32.5% Max: 69.1% Wtd Avg: 53.6%    

 

UW DSCR (x)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
1.30 - 1.40 22 445,877,703 42.5  
1.41 - 1.50 12 118,280,606 11.3  
1.51 - 1.60 6 47,026,647 4.5  
1.61 - 1.70 9 63,721,624 6.1  
1.71 - 1.80 7 40,477,149 3.9  
1.81 - 1.90 3 49,085,175 4.7  
1.91 - 2.00 3 132,050,000 12.6  
2.01 - 2.50 2 27,000,000 2.6  
2.51 - 3.00 3 28,500,000 2.7  
3.01 - 3.90 2 96,150,000 9.2  
Total: 69 $1,048,168,904 100.0 %
Min: 1.30x Max: 3.89x Wtd Avg: 1.79x    

 

UW NOI Debt Yield (%)

         
  No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
 
6.2 - 8.0 2 114,600,000 10.9  
8.0 - 8.5 5 64,285,000 6.1  
8.5 - 9.0 10 158,144,059 15.1  
9.0 - 9.5 9 179,561,715 17.1  
9.5 - 10.0 7 130,140,685 12.4  
10.0 - 10.5 6 49,126,850 4.7  
10.5 - 11.0 6 46,568,368 4.4  
11.0 - 11.5 4 27,624,601 2.6  
11.5 - 12.0 9 72,862,487 7.0  
12.0 - 13.0 4 19,755,139 1.9  
13.0 - 14.0 2 38,350,000 3.7  
14.0 - 15.0 3 124,700,000 11.9  
15.0 - 16.0 1 4,450,000 0.4  
16.0 - 17.3 1 18,000,000 1.7  
Total: 69 $1,048,168,904 100.0 %
Min: 6.2% Max: 17.3% Wtd Avg: 10.2%    

 

(1)All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total” due to rounding. With respect to any mortgage loan that is part of a loan pair or a non-serviced loan combination, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations include the related pari passu companion loan and exclude any subordinate notes, as applicable.

 

(2)“California – Northern” includes zip codes above 93600, and “California – Southern” includes zip codes at or below 93600.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.


T-22
 

 

MSBAM 2015-C26 Collateral Statistics

 

Prepayment Restrictions

 

Percentage of Collateral by Prepayment Restrictions (%)(1)(2)(3)(4)

 

Prepayment Restrictions November 2015 November 2016 November 2017 November 2018 November 2019
Locked Out 100.0% 98.9% 83.3% 83.3% 83.3%
Yield Maintenance Total 0.0% 1.1% 16.7% 16.7% 16.7%
Open 0.0% 0.0% 0.0% 0.0% 0.0%
TOTAL 100.0% 100.0% 100.0% 100.0% 100.0%
Pool Balance Outstanding $1,048,168,904 $1,043,362,914 $1,038,054,573 $1,030,916,486 $1,021,309,125
% Initial Pool Balance  100.0%  99.5%  99.0%  98.4%  97.4%
           
Prepayment Restrictions November 2020 November 2021 November 2022 November 2023 November 2024    
Locked Out 83.8% 83.8% 83.9% 73.5% 69.1%
Yield Maintenance Total 16.2% 16.2% 16.1% 16.0% 17.8%
Open 0.0% 0.0% 0.0% 10.5% 13.1%
TOTAL 100.0% 100.0% 100.0% 100.0% 100.0%
Pool Balance Outstanding $995,670,852 $983,136,116 $970,000,355 $956,234,613 $841,890,690
% Initial Pool Balance  95.0%  93.8%  92.5%  91.2%  80.3%

 

 

(1)   The analysis is based on Structuring Assumptions and a 0% CPR as discussed in the Free Writing Prospectus.

(2)See description of Yield Maintenance under “Description of the Offered Certificates—Distributions of Prepayment Premiums and Yield Maintenance Charges” in the Free Writing Prospectus.

(3)Mortgage loans modeled as Yield Maintenance include mortgage loans characterized by YM1 and DEF/YM1 on Appendix I to the Free Writing Prospectus.

(4)There may be limited exceptions to the indicated prepayment restrictions arising out of casualties, condemnations, property releases and the application of earnout reserves.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.


T-23
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

Mortgage Loan No. 1 – 535-545 Fifth Avenue

 

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-24
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

Mortgage Loan No. 1 – 535-545 Fifth Avenue

 

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-25
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

Mortgage Loan No. 1 – 535-545 Fifth Avenue

 

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-26
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

Mortgage Loan No. 1 – 535-545 Fifth Avenue

 

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-27
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

Mortgage Loan No. 1 – 535-545 Fifth Avenue

               
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance(1): $110,000,000   Location: New York, NY 10017
Cut-off Date Balance(1): $110,000,000   General Property Type: Mixed Use
% of Initial Pool Balance: 10.5%   Detailed Property Type: Office/Retail
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Joseph Moinian   Year Built/Renovated(3): 1898; 1927/2009
Mortgage Rate: 3.860%   Size: 512,171 SF
Note Date: 2/11/2015   Cut-off Date Balance per Unit(1): $605
First Payment Date: 4/6/2015   Maturity Date Balance per Unit(1): $605
Maturity Date: 3/6/2025   Property Manager: Cushman & Wakefield, Inc.
Original Term to Maturity: 120 months      
Original Amortization Term: 0 months   Underwriting and Financial Information
IO Period: 120 months   UW NOI: $19,251,651
Seasoning: 8 months   UW NOI Debt Yield(1): 6.2%
Prepayment Provisions: LO (32); DEF (84); O (4)   UW NOI Debt Yield at Maturity(1): 6.2%
Lockbox/Cash Mgmt Status: Hard/In Place   UW NCF DSCR(1): 1.37x
Additional Debt Type: Pari Passu   Most Recent NOI: $12,386,282 (12/31/2014)
Additional Debt Balance: $200,000,000   2nd Most Recent NOI: $12,171,371 (12/31/2013)
Future Debt Permitted (Type): Yes (Mezzanine/Subordinate)   3rd Most Recent NOI: $11,694,063 (12/31/2012)
Reserves(2)   Most Recent Occupancy(3): 82.2% (3/1/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 72.7% (2014)
RE Tax: $1,888,673 $629,558 N/A   3rd Most Recent Occupancy: 76.7% (2013)
Insurance: $0 Springing N/A   Appraised Value (as of): $630,000,000 (1/1/2015)
Deferred Maintenance: $126,764 $0 N/A   Cut-off Date LTV Ratio(1): 49.2%
Recurring Replacements: $0 $8,509 N/A   Maturity Date LTV Ratio(1): 49.2%
TI/LC: $8,094,462 $21,273 N/A      
Other: $6,909,955 $0 N/A  

 

  

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $310,000,000 100.0%   Loan Payoff(4): $220,106,993 71.0%
        Reserves: $17,019,854 5.5%
        Closing Costs(5): $13,251,662 4.3%
        Return of Equity: $59,621,491 19.2%
Total Sources: $310,000,000 100.0%   Total Uses: $310,000,000 100.0%

 

 

(1)The 535-545 Fifth Avenue Mortgage Loan is part of the 535-545 Fifth Avenue Non-Serviced Loan Combination, which is comprised of five pari passu notes with an aggregate Cut-off Date principal balance of $310,000,000. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the 535-545 Fifth Avenue Non-Serviced Loan Combination.

 

(2)See “—Escrows and Reserves” below for further discussion of reserve requirements. Other reserve includes $6,775,799 for free rent and $134,156 for outstanding litigation claims.

 

(3)The 535-545 Fifth Avenue Property retail space is currently under renovation, and a new lease with NBA Media Ventures, LLC commenced on December 19, 2014. The NBA tenant is in possession of its space, and the store is currently estimated to open on or about December 1, 2015.

 

(4)Loan payoff includes defeasance costs associated with a previous mortgage loan and the repayment of two mezzanine loans.

 

(5)Closing costs include approximately $7,497,538 of tenant leasing commissions paid at loan closing.

 

The Mortgage Loan. The largest mortgage loan (the “535-545 Fifth Avenue Mortgage Loan”) is part of a non-serviced loan combination (the “535-545 Fifth Avenue Non-Serviced Loan Combination”) evidenced by five pari passu promissory notes with an aggregate Cut-off Date principal balance of $310,000,000, all of which are secured by a first priority fee mortgage encumbering two adjacent office and retail buildings located in New York City (collectively, the “535-545 Fifth Avenue Property”). Promissory Note A-2, in the original principal amount of $110,000,000, represents the 535-545 Fifth Avenue Mortgage Loan, and Promissory Notes A-1, A-3, A-4 and A-5, in the aggregate original principal amount of $200,000,000, collectively represent the “535-545 Fifth Avenue Non-Serviced Companion Loan.” A portion of the 535-545 Fifth Avenue Non-Serviced Companion Loan, represented by Promissory Note A-1 in the original principal amount of $110,000,000, was contributed to the MSBAM 2015-C24 securitization trust, and the remaining portion of the 535-545 Fifth Avenue Non-Serviced Companion Loan, represented by Promissory Notes A-3, A-4 and A-5, in the aggregate original principal amount of $90,000,000, is expected to be held by Morgan Stanley Bank, N.A. or an affiliate thereof on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time. The 535-545 Fifth Avenue Non-Serviced Loan Combination will be serviced pursuant to the MSBAM 2015-C24 pooling and servicing agreement. The holder of the 535-545 Fifth Avenue Mortgage Loan will be entitled to certain rights with respect to the servicing of the 535-545 Fifth Avenue Non-Serviced Loan Combination and replacement of the special servicer with respect to the 535-545 Fifth Avenue Non-Serviced Loan Combination, as described under “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The 535-545 Fifth Avenue Non-Serviced Loan Combination and “Servicing of the Mortgage Loans” in the Free Writing Prospectus.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-28
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

The proceeds of the 535-545 Fifth Avenue Mortgage Loan were primarily used to defease a previous mortgage loan secured by the 535-545 Fifth Avenue Property and to pay related expenses, totaling approximately $189,447,918, to repay two related mezzanine loans and pay expenses, totaling approximately $30,659,075, to fund reserves, to pay closing costs and to return equity to the 535-545 Fifth Avenue Borrower. The previous mortgage loan secured by the 535-545 Fifth Avenue Property was included in the CSMC 2006-C3 securitization trust.

 

The Borrower and the Sponsor. The borrower is 535-545 Fee LLC (the “535-545 Fifth Avenue Borrower”), a previously existing single-purpose Delaware limited liability company with two independent directors. The 535-545 Fifth Avenue Borrower is majority indirectly owned and controlled by Joseph Moinian (54.5%), the nonrecourse carve-out guarantor, and Morad Ghadamian (28.3%).

 

Joseph Moinian is the CEO of The Moinian Group, a privately held New York City based real estate firm founded in 1982. The Moinian Group reports ownership positions in a portfolio in excess of 20 million SF of commercial real estate across major cities including New York, Chicago, Dallas and Los Angeles. Morad Ghadamian is a real estate investor and President of the Marjan International Corporation, a New York City based home furnishings company specializing in floor coverings.

 

The Property. The 535-545 Fifth Avenue Property consists of two adjacent office and retail buildings located on Fifth Avenue, together spanning the entire block from East 44th Street to East 45th Street in New York, New York and totaling approximately 512,171 SF. Office space totals approximately 415,440 SF, retail space totals approximately 91,247 SF of street-level, lower-level and second-floor space, storage space totals approximately 3,781 SF, and miscellaneous space, including the management office, totals approximately 1,703 SF. 535 Fifth Avenue is a 36-story building constructed in 1927, and 545 Fifth Avenue is a 14-story building constructed in 1898. The two buildings are operated as a single property. The 535-545 Fifth Avenue Property is currently undergoing a retail redevelopment with an $11.0 million total budget. The redevelopment consists of reconfiguring the 535-545 Fifth Avenue Property retail space into four multi-level retail spaces with the inclusion of below-grade and second-floor space, and the installation of a new glass front façade.

 

A portion of the 535-545 Fifth Avenue Property retail space is currently undergoing a renovation to accommodate the 25,562 SF lease (5.0% of the net square footage) with NBA Media Ventures, LLC (the “NBA Lease”). The NBA Lease commenced on December 19, 2014, and the store is currently expected to open on or about December 1, 2015. Additionally, there are four retail tenants, representing approximately 7.9% of the net square footage, that occupy the 535-545 Fifth Avenue Property retail spaces on a short-term basis. Duane Reade, 5th Avenue Art & Antiques and Barami International Fashion each leases retail space at the 535-545 Fifth Avenue Property on a short-term basis or gives the 535-545 Fifth Avenue Borrower the option to terminate with a limited notice period. The lease to 545 Fifth Avenue Bake LLC can be terminated by the 535-545 Fifth Avenue Borrower for a cost of $1,700,000 with 60 days’ notice. The 535-545 Fifth Avenue Borrower is actively marketing these retail spaces to tenants at current market rental rates. The loan is structured with an upfront leasing reserve of $8,094,462 to pay the estimated costs associated with leasing these four retail spaces. See “—Escrows and Reserves” below for further discussion of reserves.

 

Major Tenants (by underwritten base rents).

 

NBA (25,562 SF, 5% of NRA, 26% of underwritten rent). NBA Media Ventures, LLC (“NBA”) leases 25,562 SF of retail space at the 535-545 Fifth Avenue Property. The space is on street level (4,010 SF), on the second floor (8,744 SF) and below grade (12,808 SF). The lease began on December 19, 2014, and has a current expiration date of December 31, 2035, with one five-year lease renewal option. There is a tenant termination option effective December 18, 2030, with 12 months of prior notice and payment of a termination fee equal to $1,142,945. The NBA will utilize the space as a NBA-related merchandise store. The store is currently scheduled to open on or about December 1, 2015. The information regarding the NBA Lease contained herein is subject to confidentiality provisions that require the related borrower and such tenant to keep the terms of the lease confidential (subject to certain exceptions, including an exception that permits the transaction parties to make disclosure of the terms of such lease in connection with this securitization).

 

Duane Reade (13,905 SF, 3% of NRA, 5% of underwritten rent). Duane Reade, Inc. (“Duane Reade”) currently leases 5,142 SF of ground-floor retail space and 8,763 SF of mezzanine retail space at the 535-545 Fifth Avenue Property. The lease began on August 1, 1999, expired on May 31, 2015, and was then extended for two years to May 31, 2017, with the right of either party to terminate the lease at any time with 90 days’ prior notice and without a termination fee. Duane Reade currently pays a base rental rate of $129.45 PSF. Underwriting is based on the prior rent of $103.55 PSF. The appraiser’s estimate of the market rent for the ground-floor space is currently $850 PSF, and the appraiser’s estimate of second-floor retail space is $200 PSF. The 535-545 Fifth Avenue Borrower is marketing the Duane Reade space to alternative tenants at a market rental rate. No assurance can be given that the appraiser’s estimate of market rent will be achieved with an alternative tenant. Duane Reade currently operates over 250 stores in New York. Duane Reade is a subsidiary of Walgreens Boots Alliance (NASDAQ: WBA).

 

Laboratory Institute of Merchandising (30,160 SF, 6% of NRA, 4% of underwritten rent). Laboratory Institute of Merchandising (“LIM”) College leases 30,160 SF of office space, pursuant to two separate leases, at the 535-545 Fifth Avenue Property. The leases began on May 1, 2006 and May 10, 2006, and both have a current expiration date of May 31, 2021. LIM is a private college that was founded in 1939 and which offers degrees in various aspects of the fashion industry. For the Fall 2014 term, the college enrolled approximately 1,552 undergraduate students and 185 graduate students.

  

Penton Learning Systems (27,153 SF, 5% of NRA, 4% of underwritten rent). Penton Learning Systems (“Penton”) leases 27,153 SF of office space at the 535-545 Fifth Avenue Property. The lease began on January 20, 2005, was expanded on May 9, 2005 and on April 26, 2007, and has a current expiration date of May 31, 2025. Penton, which does business as the International Quality and Productivity Center, designs and develops short courses/seminars in the fields of quality management, project management, and strategic planning and implementation.

 

5th Avenue Art & Antiques (16,631 SF, 3% of NRA, 4% of underwritten rent). 5th Avenue Art & Antiques leases 4,321 SF of ground-floor retail space and 12,310 SF of subgrade retail space at the 535-545 Fifth Avenue Property. The current lease began on January 1, 2014 on a month to month basis. 5th Avenue Art & Antiques currently pays a base rental rate of $72.15 PSF, the appraiser’s estimate of market rent for the ground-floor space is currently $850 PSF and the appraiser’s estimate of market rent for the subgrade retail space is $150 PSF. The 535-545 Fifth Avenue Borrower is marketing the 5th Avenue Art & Antiques space to alternative tenants at a market rental rate. No assurance can be given that the appraiser’s estimate of market rent will be achieved with an alternative tenant.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-29
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

The following table presents a summary regarding the largest tenants at the 535-545 Fifth Avenue Property:

 

Tenant Summary
Tenant Name Credit Rating (Fitch/Moody’s/
S&P)
Tenant SF Approximate
% of SF
Annual UW Rent % of Total
Annual UW
Rent
Annual UW
Rent PSF(1)
Lease
Expiration
Anchor/Major Tenants              
Laboratory Institute of Merchandising NR/NR/NR 30,160 6% $1,296,880 4% $43.00 5/31/2021
Penton Learning Systems NR/NR/NR 27,153 5% $1,221,885 4% $45.00 5/31/2025
NBA(2) NR/NR/NR 25,562(3) 5% $7,500,000 26% $293.40 12/31/2035(4)
Gardiner & Theobald Inc. NR/NR/NR 22,737 4% $1,037,850 4% $45.65 8/7/2025(5)
Empire Offices 535 Holdings NR/NR/NR 19,096 4% $853,400 3% $44.69 8/31/2021
Subtotal/Wtd. Avg.   124,708 24% $11,910,016 41% $95.50  
               
Other Tenants   296,143 58% $17,262,684 59% $58.29  
Vacant Space   91,320 18% $0 0% $0.00  
Total/Wtd. Avg.   512,171 100% $29,172,699 100% $69.32  

 

 

(1)Wtd. Avg. Annual UW Rent PSF excludes vacant space.

 

(2)The NBA tenant is not yet in occupancy. The tenant has possession of its space and is expected to open on or about December 1, 2015.

 

(3)The NBA space is comprised of approximately 4,010 SF of ground-floor retail space, 8,744 SF of second-floor retail space and 12,808 SF of below-grade retail space.

 

(4)The NBA tenant has a lease termination option effective December 18, 2030 with 12 months’ notice and payment of a termination fee.

 

(5)Gardiner & Theobald Inc. Tenant SF includes 3,785 SF of space that expires on August 23, 2025.

 

The following table presents certain information relating to the lease rollover at the 535-545 Fifth Avenue Property:

 

Lease Rollover Schedule(1)(2)
Year No. of
Leases
Rolling
SF Rolling UW Rent PSF
Rolling(3)
Approx. % of
Total SF
Rolling
Approx. Cumulative % of SF Rolling Total UW Rent
Rolling
Approx. % of
Total Rent
Rolling
Approx. Cumulative %
of Total Rent Rolling
MTM 15 36,961 $77.26 7% 7% $2,855,469 10% 10%
2015 6 10,265 $78.70 2% 9% $807,855 3% 13%
2016 5 14,850 $58.40 3% 12% $867,189 3% 16%
2017 13 56,254 $65.87 11% 23% $3,705,697 13% 28%
2018 6 18,652 $55.46 4% 27% $1,034,347 4% 32%
2019 10 30,762 $50.77 6% 33% $1,561,741 5% 37%
2020 13 41,031 $48.71 8% 41% $1,998,753 7% 44%
2021 4 54,089 $44.15 11% 51% $2,388,016 8% 52%
2022 3 25,219 $50.66 5% 56% $1,277,701 4% 57%
2023 5 19,896 $51.43 4% 60% $1,023,298 4% 60%
2024 4 17,773 $50.91 3% 64% $904,856 3% 63%
2025 10 67,785 $46.76 13% 77% $3,169,552 11% 74%
2026 0 0 $0.00 0% 77% $0 0% 74%
2027 0 0 $0.00 0% 77% $0 0% 74%
2028 & Beyond 4 27,314 $277.45 5% 82% $7,578,227 26% 100%
Vacant 0 91,320 $0.00 18% 100% $0 0% 100%
Total/Wtd. Avg. 98 512,171 $69.32 100.0%   $29,172,699 100.0%  

 

 

(1)Information is based on the underwritten rent roll as of the August 1, 2015 Cut-off Date for the MSBAM 2015-C24 securitization trust.

 

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

 

(3)Wtd. Avg. UW Rent PSF Rolling excludes vacant space.

 

The Market. The 535-545 Fifth Avenue Property is located in New York, New York, within the Grand Central office submarket of Midtown, Manhattan, on Fifth Avenue between East 44th and East 45th Streets, and within the Lower Fifth Avenue retail submarket. As of September 30, 2014, the overall midtown office vacancy rate was 11.0%, and the weighted-average asking rent was $73.72 PSF. As of September 30, 2014, the Grand Central submarket overall vacancy rate was 12.0%, and the weighted-average asking rent was $62.98 PSF.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-30
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

The following table presents leasing data at seven directly competitive office properties with respect to the 535-545 Fifth Avenue Property:

 

Directly Competitive Property Summary
Property Office Area (NRA) Direct Available SF Sublease Available SF % Occupied (Direct) % Occupied (Total)

Direct Asking Rent 

Low to High 

500 Fifth Avenue 600,813 25,399 0 95.77% 95.77% N/A N/A
521 Fifth Avenue 339,901 14,377 0 95.77% 95.77% $68.00 $75.00
529 Fifth Avenue 237,408 15,548 0 93.45% 93.45% $55.00 $55.00
551 Fifth Avenue 305,000 32,987 6,909 89.18% 86.92% $60.00 $68.00
485 Madison Avenue 264,000 73,775 0 72.05% 72.05% $54.00 $54.00
501 Madison Avenue 169,000 17,148 0 89.85% 89.85% $57.00 $68.00
11 West 42nd Street 744,770 0 0 100.0% 100.0% N/A N/A
Total 2,660,892 179,234 6,909        
Average 380,127 25,605 987 93.26% 93.0% $54.00 $75.00

 

 

Source: Appraisal

 

In addition to the above comparable office properties, the appraisal provides seven comparable retail leases on Fifth Avenue between 45th and 49th Streets. The comparable retail lease rates range from $738 PSF to $1,200 PSF for ground-floor space. The comparable subgrade retail rents range from $25 PSF to $100 PSF, excluding one basement space that was included at no additional cost. Second-floor comparable retail rents range from $60 PSF to $200 PSF.

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the 535-545 Fifth Avenue Property: 

                   
  Cash Flow Analysis
  2010 2011 2012 2013 2014 Assumed
with

Retail Space
“Marked to
Market”(1)
UW UW PSF
Base Rent $23,641,463 $17,675,029 $19,443,274 $20,259,243 $26,939,680 $49,526,495 $29,718,569 $58.02
Total Recoveries $4,938,359 $3,804,669 $3,824,979 $3,761,644 $3,200,556 $3,689,298 $3,689,298 $7.20
Other Income $0 $0 $0 $0 $437,913 $338,889 $338,889 $0.66
Discounts Concessions $0 $0 $0 $0 ($983,217) $0 $0 $0.00
Less Vacancy & Credit Loss

$0

$0

$0

$0

($4,917,127)

($2,056,039)

$0

$0.00

Effective Gross Income $28,579,822 $21,479,698 $23,268,253 $24,020,887 $24,677,806 $51,498,643 $33,746,755 $65.89
Total Expenses

$12,118,406

$11,977,467

$11,574,190

$11,849,516 

$12,291,524

$14,495,105

$14,495,104

$28.30

Net Operating Income $16,461,416 $9,502,231 $11,694,063 $12,171,371 $12,386,282 $37,003,538 $19,251,651 $37.59
Capital Expenditures $0 $0 $0 $0 $0 $174,138 $174,138 $0.34
TI/LC

$0

$0

$0

$0

$0

$2,485,201

$2,485,201

$4.85

Net Cash Flow $16,461,416 $9,502,231 $11,694,063 $12,171,371 $12,386,282 $34,344,199 $16,592,312 $32.40
                 
Occupancy % 85.0% 76.2% 76.2% 76.7% 72.7% 87.0% 82.2%  
NOI DSCR 1.36x 0.78x 0.96x 1.00x 1.02x 3.05x  1.59x  
NCF DSCR 1.36x 0.78x 0.96x 1.00x 1.02x 2.83x 1.37x  
NOI Debt Yield 5.3% 3.1% 3.8% 3.9% 4.0% 11.9% 6.2%  
NCF Debt Yield 5.3% 3.1% 3.8% 3.9% 4.0% 11.1% 5.4%  
Average Annual Rent PSF(2) $54.65 $45.21 $48.93 $50.58 $58.02 $106.48 $70.62  

 

 

(1)The 535-545 Fifth Avenue Property retail space is currently undergoing a redevelopment. Four in-place retail tenants (Duane Reade, 5th Avenue Art & Antiques, 545 Fifth Avenue Bakery (“Europa Café”) and Barami International Fashion) currently pay rents that are substantially below the appraiser’s estimate of current market rents. The spaces associated with these four tenants are “Marked to Market” for informational purposes only. The appraiser’s estimate of market rent may or may not be achieved. A comparison of the current annual contractual rent for each of these tenants and the currently vacant retail space to the appraiser’s estimate of current market annual base rent is provided immediately below:

                 
      Current Total Annual Base Rent   Appraiser’s Estimate of Total Annual Market Base Rent  
  Duane Reade   $1,800,000     $6,123,300    
  5th Avenue Art & Antiques   $1,200,000     $5,519,350    
  545 Fifth Avenue Bakery (“Europa Café”)   $500,004     $5,107,200    
  Barami International Fashion   $660,000     $2,553,800    
  Vacant Second Floor and Mezzanine Retail (24,985 SF)   $0     $4,772,550    
                 
  Total:   $4,160,004     $24,076,200    

  

(2)Average Annual Rent PSF is based on the historical financials and the occupied SF according to 535-545 Fifth Avenue Borrower provided occupancy reports. Vacant space is excluded from the calculation. The “Marked to Market” column Average Annual Rent PSF assumes the current occupancy plus approximately 24,985 SF of currently vacant retail space marked as occupied for a total assumed occupancy of 87.0% divided into the “Marked to Market” base rent net of vacancy.

 

Escrows and Reserves. The 535-545 Fifth Avenue Borrower deposited $1,888,673 in escrow for annual real estate taxes at loan origination and is required to escrow monthly 1/12 of the annual estimated tax payments. The 535-545 Fifth Avenue Borrower is required to escrow monthly 1/12 of the annual estimated insurance premiums (unless the 535-545 Fifth Avenue Borrower maintains insurance under an acceptable blanket insurance policy). The 535-545 Fifth Avenue Borrower is required to make monthly deposits of $8,509 for replacement reserves. The 535-545 Fifth Avenue Borrower

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-31
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

deposited in escrow at loan origination $8,094,462 (of which approximately $4,403,966 remains in such reserve) and is required to make monthly deposits of $21,273 for TI/LC reserves. The 535-545 Fifth Avenue Borrower deposited in escrow at loan origination $126,764 for certain immediate repairs. The 535-545 Fifth Avenue Borrower also (x) deposited in escrow $6,775,799 at loan origination for future rent credits or abatements under existing leases listed on a schedule attached to the 535-545 Fifth Avenue Mortgage Loan agreement, including $5,000,000 of remaining (as of loan closing) free rent associated with the NBA Lease (of which approximately $1,424,219 remains in such reserve), which amount is required to be disbursed into the lockbox account as such rent credits and abatements under existing leases are utilized and (y) deposited in escrow $134,156 at loan origination (of which approximately $87,620 remains) for outstanding litigation claims against the 535-545 Fifth Avenue Borrower and/or Mr. Joseph Moinian (“535-545 Fifth Avenue Guarantor”) set forth on a schedule attached to the 535-545 Fifth Avenue Mortgage Loan agreement, which amount is required to be disbursed to either (a) the 535-545 Fifth Avenue Borrower upon the applicable claim being satisfied or resolved in favor of the 535-545 Fifth Avenue Borrower and/or 535-545 Fifth Avenue Guarantor or (b) the applicable claimant.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the 535-545 Fifth Avenue Mortgage Loan. The 535-545 Fifth Avenue Mortgage Loan has in-place cash management. Funds in the lockbox account are applied on each monthly payment date to pay debt service on the 535-545 Fifth Avenue Non-Serviced Loan Combination, to fund required deposits to the reserves as described above under “—Escrows and Reserves,” to disburse, during a Cash Sweep Event Period to the 535-545 Fifth Avenue Borrower, (a) the operating expenses for the operation and maintenance of the 535-545 Fifth Avenue Property as set forth in the annual budget approved by the lender to the extent that such expenses are actually incurred by the 535-545 Fifth Avenue Borrower (excluding payments into the reserves as described above under “—Escrows and Reserves” or any other expenses for which the 535-545 Fifth Avenue Borrower is required to be reimbursed from or which are required to be paid out of such reserves) and (b) any extraordinary operating or capital expenses not set forth in such annual budget or allotted for in such reserves and reasonably approved by the lender, and to disburse any excess to the 535-545 Fifth Avenue Borrower; provided, that if a Cash Sweep Event Period has occurred and is continuing, then any excess will be remitted to an account to be held by the lender as additional security for the 535-545 Fifth Avenue Non-Serviced Loan Combination.

 

A “Cash Sweep Event Period” will

 

(i)commence upon the occurrence of an event of default under the 535-545 Fifth Avenue Mortgage Loan and continue until the acceptance by the lender under the 535-545 Fifth Avenue Mortgage Loan of a cure of such event of default, or

 

(ii)commence upon the debt yield (based solely on the 535-545 Fifth Avenue Non-Serviced Loan Combination) being less than 5% for two consecutive calendar quarters and continue until such debt yield equals or exceeds 5% for two consecutive calendar quarters.

 

Property Management. The 535-545 Fifth Avenue Property is managed by Cushman & Wakefield, Inc. on a month-to-month basis until terminated by either party upon 60 days’ prior notice. The 535-545 Fifth Avenue Borrower may change management companies at any time and may engage a 535-545 Fifth Avenue Borrower-related management company.

 

Additional Secured Indebtedness (not including trade debts). The 535-545 Fifth Avenue Property also secures the 535-545 Fifth Avenue Non-Serviced Companion Loan, which has a Cut-off Date principal balance of $200,000,000. A portion of the 535-545 Fifth Avenue Non-Serviced Companion Loan was contributed to the MSBAM 2015-C24 securitization trust, and the remaining portion of the 535-545 Fifth Avenue Non-Serviced Companion Loan is expected to be held by Morgan Stanley Bank, N.A. or an affiliate thereof on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time. The promissory notes evidencing the 535-545 Fifth Avenue Non-Serviced Companion Loan accrue interest at the same rate as the 535-545 Fifth Avenue Mortgage Loan. The 535-545 Fifth Avenue Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with the 535-545 Fifth Avenue Non-Serviced Companion Loan. The holders of the 535-545 Fifth Avenue Mortgage Loan and the 535-545 Fifth Avenue Non-Serviced Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the 535-545 Fifth Avenue Non-Serviced Loan Combination. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The 535-545 Fifth Avenue Non-Serviced Loan Combination,” and “Servicing of the Mortgage Loans in the Free Writing Prospectus.

 

A single subordinate mortgage loan secured by the 535-545 Fifth Avenue Property (such loan, the “Permitted Subordinate Debt”) is permitted subject to various conditions, including, among other conditions, (i) no event of default exists, (ii) the maximum principal amount of the Permitted Subordinate Debt does not exceed $100,000,000, (iii) no Permitted Mezzanine Debt (as defined below) exists, (iv) the principal amount of the Permitted Subordinate Debt will not result in an aggregate LTV ratio greater than the lesser of (x) 49% and (y) the LTV ratio based upon a new appraisal dated no more than 30 days before the closing of the Permitted Subordinate Debt and the then outstanding debt, an aggregate DSCR less than 1.56x or an aggregate debt yield less than 5.04%, (v) the subordinate mortgage lender shall be an entity which satisfies certain net worth and other criteria set forth in the loan documents and shall enter into an intercreditor and standstill agreement reasonably acceptable to the lender under the 535-545 Fifth Avenue Mortgage Loan and acceptable to the rating agencies, (vi) the term of the Permitted Subordinate Debt is at least co-terminous with the 535-545 Fifth Avenue Mortgage Loan and all other terms, provisions and conditions of the Permitted Subordinate Debt, including the related loan documents, are reasonably acceptable to the lender under the 535-545 Fifth Avenue Mortgage Loan, (vii) if the Permitted Subordinate Debt is a floating-rate loan, the borrower shall purchase an interest rate cap with a notional amount equal to the original principal balance of the Permitted Subordinate Debt and a strike price such that the aggregate DSCR is not less than 1.56x and (viii) the 535-545 Fifth Avenue Borrower shall deliver a rating agency confirmation as to the Permitted Subordinate Debt and, if required by the lender under the 535-545 Fifth Avenue Mortgage Loan, an updated substantive non-consolidation legal opinion.

 

Mezzanine Loan and Preferred Equity. A single mezzanine loan secured by a pledge of 100% of the ownership interests in the 535-545 Fifth Avenue Borrower (such loan, the “Permitted Mezzanine Debt”) is permitted subject to various conditions, including, among other conditions, (i) no event of default exists, (ii) the maximum principal amount of the Permitted Mezzanine Debt does not exceed $100,000,000, (iii) no Permitted Subordinate Debt exists, (iv) the principal amount of the Permitted Mezzanine Debt will not result in an aggregate LTV ratio greater than the lesser of 49% and the LTV ratio based upon a new appraisal dated no more than 30 days before the closing of the Permitted Mezzanine Debt and the then outstanding debt, an aggregate DSCR less than 1.56x or an aggregate debt yield less than 5.04%, (v) the mezzanine lender shall be an entity which satisfies certain net worth and other criteria set forth in the loan documents and shall enter into an intercreditor agreement reasonably acceptable to the lender under the 535-545 Fifth Avenue Mortgage Loan, (vi) the term of the Permitted Mezzanine Debt is at least co-terminous with the 535-545 Fifth Avenue Mortgage Loan and all other terms, provisions and conditions of the Permitted Mezzanine Debt, including the related loan documents, are reasonably acceptable to the lender under the 535-545 Fifth Avenue Mortgage Loan, (vii) if the Permitted Mezzanine Debt is a floating-rate loan, the borrower shall purchase an interest rate cap with a notional amount equal to the original principal balance of the Permitted Mezzanine Debt and a strike price such that the aggregate DSCR is not less than 1.56x and (viii) the 535-545 Fifth Avenue Borrower shall deliver, if required by the lender under the 535-545 Fifth Avenue Mortgage Loan, an updated substantive non-consolidation legal opinion.

 

Release of Property. Not permitted.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-32
 

 

MSBAM 2015-C26 535-545 Fifth Avenue

 

Terrorism Insurance. The 535-545 Fifth Avenue Borrower is required to obtain insurance against acts of terrorism or other similar acts or events (or “fire following”) to the extent such insurance is available in form and substance reasonably satisfactory to lender (but in no event more than the sum of 100% of full replacement cost and 12 months of business interruption insurance). Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any extension thereof or other federal government program with substantially similar protection) is in effect, the 535-545 Fifth Avenue Borrower is required to maintain, and lender is required to accept, terrorism insurance which covers “covered acts” (as defined by such statute or other program), as full compliance as it relates to the risks required to be covered pursuant to the preceding sentence, so long as such statute or other program covers both domestic and foreign acts of terrorism.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-33
 

 

MSBAM 2015-C26 Herald Center

 

Mortgage Loan No. 2 – Herald Center

 

 (GRAPHIC)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-34
 

 

MSBAM 2015-C26 Herald Center

  

Mortgage Loan No. 2 – Herald Center

 

 (MAP)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-35
 

 

MSBAM 2015-C26 Herald Center

 

Mortgage Loan No. 2 – Herald Center

  

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance(1): $100,000,000   Location: New York, NY 10001
Cut-off Date Balance(1): $100,000,000   General Property Type: Mixed Use
% of Initial Pool Balance: 9.5%   Detailed Property Type: Retail/Office
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: J.E.M.B. Realty Corp.   Year Built/Renovated: 1902/2015
Mortgage Rate: 4.510%   Size: 249,063 SF
Note Date: 12/20/2013   Cut-off Date Balance per Unit(1): $1,024
First Payment Date: 2/7/2014   Maturity Date Balance per Unit(1): $1,024
Maturity Date: 1/7/2024   Property Manager: J.E.M.B. Realty Corp. (borrower related)
Original Term to Maturity: 120 months    
Original Amortization Term: 0 months   Underwriting and Financial Information
IO Period: 120 months   UW NOI: $23,204,073
Seasoning(2): 22 months   UW NOI Debt Yield(1): 9.1%
Prepayment Provisions(3): LO (41); DEF (72); O (7)   UW NOI Debt Yield at Maturity(1): 9.1%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NCF DSCR(1): 1.94x
Additional Debt Type: Pari Passu/Mezzanine   Most Recent NOI: $410,823 (4/30/2015 TTM)
Additional Debt Balance: $155,000,000/$40,000,000 (up to)   2nd Most Recent NOI: $850,169 (12/31/2014)
Future Debt Permitted (Type): Yes (Mezzanine)   3rd Most Recent NOI: $5,054,373 (12/31/2013)
Reserves(4)   Most Recent Occupancy: 96.6% (6/12/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 74.1% (12/31/2014)
RE Tax: $0 Springing N/A   3rd Most Recent Occupancy: 67.5% (12/31/2013)
Insurance: $0 Springing N/A   Appraised Value (as of): $572,000,000 (6/29/2015)
Recurring Replacements: $0 Springing N/A   Cut-off Date LTV Ratio(1): 44.6%
Other: $48,000,000 $0 N/A   Maturity Date LTV Ratio(1): 44.6%
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $255,000,000 100.0%   Loan Payoff: $120,960,667 47.4%
        Preferred Equity Redemption: $51,585,830 20.2%
        Reserves(4): $48,000,000 18.8%
        Closing Costs: $9,662,644 3.8%
        Return of Equity: $24,790,859 9.7%
Total Sources: $255,000,000 100.0%   Total Uses: $255,000,000 100.0%

 

 
(1)The Herald Center Mortgage Loan is part of the Herald Center Non-Serviced Loan Combination, which is comprised of four pari passu promissory notes with an aggregate Cut-off Date principal balance of $255,000,000. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the Herald Center Non-Serviced Loan Combination.
(2)The Herald Center Mortgage Loan was originated in December 2013, prior to occupancy by the H & M tenant. The mortgage loan has been held by the related mortgage loan seller or an affiliate thereof pending the H & M tenant taking occupancy at the Herald Center Property and commencing to pay rent. H & M rent payments commenced in August 2015.
(3)Defeasance is permitted at any time on or after the earlier of (a) the end of the two-year period commencing on the securitization closing date with respect to the last Herald Center promissory note to be securitized and (b) 42 months after the origination date.
(4)See “—Escrows and Reserves” below for further discussion of reserve requirements. Substantially all of the reserves held at loan closing have been released to the Herald Center Borrower.

 

The Mortgage Loan. The second largest mortgage loan (the “Herald Center Mortgage Loan”) is part of a non-serviced loan combination (the “Herald Center Non-Serviced Loan Combination”) evidenced by four pari passu promissory notes with an aggregate Cut-off Date principal balance of $255,000,000, all of which are secured by a first priority fee mortgage encumbering a retail and office building located in New York City (the “Herald Center Property”). Promissory Note A-1, in the original principal amount of $100,000,000, represents the Herald Center Mortgage Loan, and Promissory Notes A-2, A-3 and A-4, in the aggregate original principal amount of $155,000,000, collectively represent the “Herald Center Non-Serviced Companion Loan.” A portion of the Herald Center Non-Serviced Companion Loan, represented by Promissory Notes A-2 and A-4 in the aggregate original principal amount of $115,000,000, was contributed to the MSBAM 2015-C25 securitization trust on the closing date of this transaction, and the remaining portion of the Herald Center Non-Serviced Companion Loan, represented by Promissory Note A-3 in the original principal amount of $40,000,000, is expected to be held by Morgan Stanley Bank, N.A. or an affiliate thereof on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time. The Herald Center Non-Serviced Loan Combination will be serviced pursuant to the MSBAM 2015-C25 pooling and servicing agreement. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Herald Center Non-Serviced Loan Combination” and “Servicing of the Mortgage Loans” in the Free Writing Prospectus.

 

The proceeds of the Herald Center Mortgage Loan were used to defease a previous mortgage loan secured by the Herald Center Property and pay related expenses, to fund reserves, to pay closing costs and to return equity to the Herald Center Borrower. The previous mortgage loan secured by the Herald Center Property was included in the BACM 2006-3 securitization trust.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-36
 

 

MSBAM 2015-C26 Herald Center

 

The Borrower and the Sponsor. The borrower is Herald Center Department Store of New York LLC (the “Herald Center Borrower”), a previously existing single-purpose Delaware limited liability company with two independent directors. The Herald Center Borrower is partially indirectly owned and controlled by Morris Bailey and Joseph L. Jerome. Joseph L. Jerome serves as the nonrecourse carve-out guarantor. Morris Bailey is the founder and Chairman of J.E.M.B. Realty Corp. (“JEMB”) and Joseph L. Jerome is its President. JEMB is a New York City based real estate development company that, along with affiliates, owns and operates approximately 6.5 million SF of commercial real estate in the United States and Canada.

 

Tenant/Borrower Litigation. On May 7, 2015, the Herald Center Borrower and H & M Hennes & Mauritz L.P. (“H & M”) (the second largest tenant at the Herald Center Property) filed lawsuits against each other in the Supreme Court of New York, New York County (Index Nos. 651558/2015 and 65166/2015, respectively).

 

The Herald Center Borrower’s suit seeks reimbursement from H & M for the cost of certain façade and vertical transportation work in excess of the amount that the Herald Center Borrower claims it was required to expend for such work under the terms of the H & M lease. The suit seeks damages of not less than $25,000,000.

 

H & M’s suit includes claims for potential defective landlord work and other storefront work lease compliance issues. Total damages claimed by H & M with respect to such claims are in excess of $13 million. H & M’s suit also claims that, as a result of certain delays in the performance of the Herald Center Borrower’s work obligations, H & M is entitled to an extension of the rent commencement date by 112 days, for a total abatement at the time of the suit filing of approximately $4,602,740, and continuing at a rate of approximately $41,096 per day.

 

On August 4, 2015, H & M and the Herald Center Borrower reached an agreement to pay and accept base rent payments pending litigation results or an alternative settlement (the “Alternative Settlement Agreement”). The Alternative Settlement Agreement calls for H & M to pay contractual base rent beginning on August 14, 2015, under protest, and acknowledges that H & M’s payment of rent and the Herald Center Borrower’s acceptance of such rent payments must not be construed as an admission regarding any disputed issue or be admissible in evidence at trial or as part of a dispositive motion. In accordance with the Alternative Settlement Agreement, a rent payment was made on August 14, 2015, a second rent payment was made (in respect of September 2015 rent) on August 25, 2015, and a third rent payment was made (in respect of October 2015 rent) on October 5, 2015.

 

The H & M store opened for business on May 20, 2015.

 

The Property. The Herald Center Property is a nine-story retail and office building located directly across West 34th Street from the 2 million SF Macy’s Herald Square department store. The Herald Center Property totals 249,063 SF and was originally constructed in 1902. Retail space accounts for approximately 82,593 SF, including a multilevel (subgrade, ground, second and third floors) H & M flagship store (62,800 SF), ground-level and mezzanine space leased to Verizon and Bank of America (11,793 SF) and currently vacant subgrade retail space (8,000 SF). The 165,494 SF of upper-floor office space is 100% leased to ASA College. The Herald Center Property recently underwent an approximately $36.2 million renovation to create the multilevel H & M space, including new vertical transportation features, and to construct a new façade. Prior to the renovation for the H & M tenant, the Herald Center Borrower purchased the leasehold interests of a former tenant, Daffy’s, Inc., for approximately $34.5 million, including approximately $4.5 million of Daffy’s rent reimbursements, commissions, Daffy’s incentive and option payments and legal fees, during such former tenant’s bankruptcy proceedings.

 

Major Tenants (by underwritten base rents).

 

H & M (62,800 SF, 25% of NRA, 49% of underwritten rent). H & M Hennes & Mauritz L.P., a subsidiary of H & M Hennes & Mauritz AB (“H & M”) leases 62,800 SF of retail space on four levels at the Herald Center Property. The lease began on April 1, 2014 and has a current expiration date of January 31, 2041, with one five-year lease extension option. H & M has a lease termination right at any time after January 1, 2036 (expiration of the 20th lease year as defined by the lease) with two years of notice and payment of a termination fee equal to six months of the then current minimum rent. The H & M space includes 8,000 SF of ground-floor space, 42,784 SF of second- and third-floor space and 12,016 SF of basement space. See “—Tenant/Borrower Litigation” above for information regarding current litigation between H & M and the Herald Center Borrower. No assurances can be given regarding the outcome of this litigation or any alternative settlement or its impact on the terms of the H & M lease at the Herald Center Property. H & M (NASDAQ: H&M B OMX Stockholm) comprises six different apparel brands operating approximately 3,600 stores around the world.

 

ASA College (165,494 SF, 66% of NRA, 26% of underwritten rent). ASA Institute of Business and Computer Technology, Inc. (“ASA College”) leases a total of 165,494 SF of office space at the Herald Center Property. The current lease began on May 1, 2004, was expanded and renewed on May 1, 2014, and has a current expiration date of June 15, 2028. The lease replaced a previous lease for space at the Herald Center Property dated in 2004. In conjunction with the recent renovation of the Herald Center Property primarily to accommodate the H & M tenant, the ASA College tenant was moved from its original space within the Herald Center Property and the current lease was executed. ASA College, a private, for profit, career-college, was founded in 1985 as Advanced Software Analysis focused on computer programming. The school currently operates three campuses in New York City and Miami, including the Herald Center Property location. ASA College utilizes its Herald Center Property space as administrative office and classroom space.

 

Verizon (6,500 SF, 3% of NRA, 19% of underwritten rent). New York SMSA Limited Partnership (“Verizon”) leases 6,500 SF of ground-floor and mezzanine retail space at the Herald Center Property. The lease began on April 15, 2015 and has a current expiration date of October 31, 2025, with one five-year lease extension option. Verizon is a subsidiary of Verizon Communications Inc. (NYSE, NASDAQ: VZ).

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-37
 

 

MSBAM 2015-C26 Herald Center

 

The following table presents a summary regarding the largest tenants at the Herald Center Property:

 

Tenant Summary
Tenant Name Credit Rating
(Fitch/Moody’s/S&P)(1)
Tenant
SF
Approximate
% of SF
Annual UW
Rent
% of Total
Annual UW
Rent
Annual UW
Rent PSF
Lease
Expiration
2014
Sales
PSF
Anchor/Major Tenants                
ASA College NR/NR/NR 165,494 66% $7,774,883 26% $46.98 6/15/2028 N/A
H & M NR/NR/NR 62,800 25% $15,000,000 49% $238.85 1/31/2041(2) N/A(3)
Verizon A-/Baa1/BBB+ 6,500 3% $5,638,280 19% $867.43 10/31/2025 N/A
Bank of America A/Baa1/A- 5,293 2% $1,720,437 6% $325.04 7/31/2017 N/A
Subtotal/Wtd. Avg.   240,087 96% $30,133,600 99% $125.51    
                 
Other Tenants   550 0% $319,878 1% $581.60    
Vacant Space   8,426 3% $0 0% $0.00    
Total/Wtd. Avg.   249,063 100% $30,453,478 100% $126.55    

 

 
(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2)H & M has a lease termination option any time on or after January 1, 2036 with two years of notice and a termination fee.
(3)H & M opened for business on May 20, 2015 and has not yet reported sales data.

 

The following table presents certain information relating to the lease rollover at the Herald Center Property:

 

Lease Rollover Schedule(1)(2)
Year # of Leases
Rolling
SF Rolling UW Rent PSF
Rolling(3)
Approx. % of
Total SF
Rolling
Approx. Cumulative %
of SF Rolling
Total UW Rent
Rolling
Approx. % of
Total Rent
Rolling
Approx.
Cumulative %
of Total Rent
Rolling
MTM 1 100 $787.65 0% 0% $78,765 0% 0%
2015(4) 1 210 $169.62 0% 0% $35,620 0% 0%
2016 1 80 $1,618.58 0% 0% $129,486 0% 1%
2017 1 5,293 $325.04 2% 2% $1,720,437 6% 6%
2018 1 160 $475.04 0% 2% $76,006 0% 7%
2019 0 0 $0.00 0% 2% $0 0% 7%
2020 0 0 $0.00 0% 2% $0 0% 7%
2021 0 0 $0.00 0% 2% $0 0% 7%
2022 0 0 $0.00 0% 2% $0 0% 7%
2023 0 0 $0.00 0% 2% $0 0% 7%
2024 0 0 $0.00 0% 2% $0 0% 7%
2025 1 6,500 $867.43 3% 5% $5,638,280 19% 25%
2026 & Beyond 6 228,294 $99.76 92% 97% $22,774,883 75% 100%
Vacant 0 8,426 $0.00 3% 100% $0 0% 100%
Total/Wtd. Avg. 12 249,063 $126.55 100%   $30,453,478 100%  

 

 
(1)Information is based on the underwritten rent roll as of the October 1, 2015 Cut-off Date for the MSBAM 2015-C25 securitization trust.
(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.
(3)Wtd. Avg. UW Rent PSF Rolling excludes vacant space.
(4)The tenant occupying the 210 SF space due to expire in 2015 has renewed through October 31, 2017.

 

The Market. The Herald Center Property is located in the Herald Square neighborhood in Midtown Manhattan, directly across West 34th Street from the 2 million SF Macy’s flagship department store and one block west of the Empire State Building. It is within the Midtown West, Penn Station office submarket and within the Herald Square / 34th Street retail submarket. The Herald Center Property is situated above the 34th Street-Herald Square subway station, which serves seven subway lines and the PATH train. The station is the third busiest station complex in the New York City subway system. In addition, Penn Station, which serves approximately 550,000 commuters per day, is located one block west of the Herald Center Property and the area is served by 14 intersecting bus routes. Reports indicate that Herald Square attracts approximately 100 million people per year and that there are approximately 625,000 office workers within 15 minutes of the 34th Street corridor. As of March 31, 2015, the Penn Station office market had an overall vacancy rate of 5.3% and an overall average asking rent of $58.03 PSF. As of March 31, 2015, the Herald Square retail submarket had an availability rate of 12.5%, and the average asking grade-level rent was $791 PSF, with select spaces asking up to $1,100 PSF.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-38
 

 

MSBAM 2015-C26 Herald Center

 

The following tables present leasing data at competitive retail and office properties with respect to the Herald Center Property.

 

Competitive Retail Property Summary
 
Address in NY, NY Cross Streets Tenant Name Lease
Date
 Lease Term
(Yrs.)
Lease Area (SF) Annual Base
Rent PSF
Free
Rent
(mos.)
TI Allowance (PSF)
112 West 34th Street B/w 6th & 7th Aves Foot Locker Feb-15 10

1,890    Grade

28,651  2nd

30,541  Total

$1,000 Grade

$135    2nd

$189    Avg

6 $24.03
112 West 34th Street B/w 6th & 7th Aves Sephora Jan-15 10 10,304  Grade $925    Grade 5 $145.57
32 West 34th Street B/w 6th & 7th Aves Journey’s Nov-13 10

3,000    Grade

3,000    LL

1,200    SubLL

7,200    Total

$646    Grade

$50      LL

$50      SubLL

$316    Avg.

3 $0.00
442 Seventh Avenue N/W/C W. 34th Street Citibank Oct-13 15

3,465    Grade

3,465   2nd

3,465   3rd

3,465   4th

13,858 Total

$450    Grade

$25     2nd

$25     3rd

$25     4th

$129   Avg

0 $0.00
138 West 34th Street B/w 6th & 7th Aves Sprint Aug-13 10

2,500   Grade

2,500   2nd

2,500   3rd

2,500   LL

2,500   SubLL

12,500 Total

$500   Grade

$75     2nd

$50     3rd

$35     LL

$25     SubLL

$136   Avg

6 $0.00
112 West 34th Street B/w 6th & 7th Aves Swatch Jun-13 10 1,587   Grade $900   Grade 5 $0.00
142 West 34th Street B/w 6th & 7th Aves Kids Foot Locker Mar-13 15

2,500   Grade

2,500    2nd

5,000   Total

$550   Grade

$50     Mezz

$300   Avg.

3 $0.00
152 West 34th Street B/w 6th & 7th Aves Croc’s Oct-12 15

3,600   Grade

3,600   2nd

3,600   3rd

3,600   LL

14,400 Total

$625   Grade

$25     2nd

$25     3rd

$25     LL

$172   Avg.

3 $0.00
128 West 34th Street B/w 6th & 7th Aves Offering Jun-15 10

2,500   Grade

2,500   LL

5,000   Total

$1,100 Grade

$200    LL

$550   Avg.

3 $0.00

 

 

Source: Appraisal

  

Competitive Office Property Summary
 
Address in New York, NY Year Built NRA (SF)  Tenant Name Lease Area
(SF)
Lease Date Lease Term (Yrs.) Annual Base Rent PSF Free Rent (mos.) TI
Allowance PSF
1440 Broadway 1925 493,000 The Gap 34,449 Jun-15 10.00 $56.00 9 $75.00
132 West 31st Street 1924 348,946 Houghton Mifflin 32,000 May-15 10.00 $56.00 10 $60.00
469 Seventh Avenue 1920 208,000 Incubator Tenant 36,000 May-15 15.00 $50.00 12 $25.00
240 West 37th Street 1904 131,000 Work Market 61,274 Apr-15 5.25 $46.00 2 $5.00
498 Seventh Avenue 1921 811,056 1961 Denim Co. 12,757 Apr-15 7.00 $52.50 10 $50.00
Five Penn Plaza 1916 608,000 St. Vincent’s Medical Center 16,254 Nov-14 5.00 $50.00 6 $50.00
Two Penn Plaza 1968 1,676,438 United Business Media PLC 27,344 Sep-14 10.75 $55.00 12 $70.00
330 West 34th Street 1925 654,000 Deutsch 74,364 Sep-14 10.83 $59.00 10 $75.00
330 West 34th Street 1925 654,000 New York & Co. 83,639 Apr-14 16.00 $50.00 13 $70.00

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-39
 

 

MSBAM 2015-C26 Herald Center

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Herald Center Property:

 

Cash Flow Analysis(1)
  2011 2012 2013 2014 4/30/2015 TTM UW UW PSF
Base Rent(2) $14,134,111 $13,924,182 $12,206,941 $9,183,427 $8,584,625 $30,453,478 $122.27
Total Recoveries $2,974,091 $3,184,745 $1,809,718 $689,478 $613,921 $1,660,080 $6.67
Other Income $439,068 ($3,592) $63,639 $104,026 $101,936 $6,000 $0.02
Discounts Concessions ($35,000) ($144,000) ($1,849,333) ($1,562,667) ($956,222) $0 $0.00
Less Vacancy & Credit Loss

$0

$0

$0

$0

$0

$0

$0.00

Effective Gross Income $17,512,270 $16,961,335 $12,230,965 $8,414,264 $8,344,260 $32,119,558 $128.96
Total Expenses

$6,209,098

$6,375,396

$7,176,592

$7,564,095

$7,933,437

$8,915,485

$35.80

Net Operating Income $11,303,172 $10,585,939 $5,054,373 $850,169 $410,823 $23,204,073 $93.17
Capital Expenditures $370,559 $75,313 $620,577 $74,464 $285,476 $60,266 $0.24
TI/LC

$0

$0

$0

$0

$0

$554,713

$2.23

Net Cash Flow $10,932,613 $10,510,626 $4,433,796 $775,705 $125,347 $22,589,094 $90.70
               
Occupancy % 99.7% 99.7% 67.5% 74.1%(3) 95.0%(4) 96.6%  
NOI DSCR 0.97x 0.91x 0.43x 0.07x 0.04x 1.99x  
NCF DSCR 0.94x 0.90x 0.38x 0.07x 0.01x 1.94x  
NOI Debt Yield 4.4% 4.2% 2.0% 0.3% 0.2% 9.1%  
NCF Debt Yield 4.3% 4.1% 1.7% 0.3% 0.0% 8.9%  

 

 
(1)The Herald Center Property was substantially renovated and partially re-tenanted in 2014. A previous tenant, Daffy’s Inc. (“Daffy’s”), vacated its space in 2013 following a corporate bankruptcy. H & M replaced the Daffy’s tenant in a portion of its previous space in August 2014, opened for business on May 20, 2015, and began paying rent on August 14, 2015 following a one-year free rent period. The previous Daffy’s lease was for approximately 97,124 SF at $27.41 PSF in base rent pursuant to a lease beginning in 1993. The H & M tenant leases 62,800 SF at a base rent of $238.85 PSF.
(2)Underwritten base rent is net of actual vacancy and includes approximately $638,280 of straight line rent credit over the 10-year loan term for the Verizon space and approximately $142,990 of additional contractual rent steps associated with the ASA College tenant effective May 1, 2016.
(3)The H & M tenant took occupancy in August 2014; however, the tenant had a one-year free rent period which ended in August 2015.
(4)The 4/30/2015 TTM Occupancy % is based on a Herald Center Borrower occupancy report for April 2015.

 

Escrows and Reserves. During a Trigger Period (as defined below), the Herald Center Borrower is required to escrow monthly 1/12 of the annual estimated tax payments and 1/12 of the annual estimated insurance premiums (unless the Herald Center Borrower maintains insurance under an acceptable blanket insurance policy and no event of default is continuing). During a Trigger Period, the Herald Center Borrower is required to escrow monthly $5,283 for capital expenditures approved by the lender. The Herald Center Borrower deposited $43,000,000 in escrow at loan origination for (i) work required to be performed by the Herald Center Borrower pursuant to the lease with H & M at the Herald Center Property (the “H & M Lease”) as more particularly described on a schedule to the Herald Center Mortgage Loan agreement, in a maximum amount of $5,000,000, (ii) work required to be paid for, but not performed by, the Herald Center Borrower pursuant to the H & M Lease, excluding any basement “make-ready” work, in a maximum amount of $12,000,000, (iii) out-of-pocket leasing commissions which the Herald Center Borrower is obligated to pay pursuant to the H & M Lease, in a maximum amount of $11,261,250 and (iv) disbursements to the lender, provided no event of default under the Herald Center Mortgage Loan is continuing, for the payment of interest to the extent rents collected by the Herald Center Borrower are insufficient to pay such interest, in a maximum aggregate amount of $14,738,750. Substantially all of these upfront reserves have been released to the Herald Center Borrower. The Herald Center Borrower also deposited $5,000,000 in escrow at origination in connection with the approximately 4,000 SF retail space portion of the Herald Center Property facing West 34th Street as more particularly described on a schedule to the Herald Center Mortgage Loan agreement (“West 34th Street Space”), and subsequently delivered a letter of credit in the amount of $5,004,998 in exchange for return of such cash deposit. Such letter of credit is currently being released by the lender, as the West 34th Street Space has now been leased to Verizon, which sent a payment advice to the Herald Center Borrower on September 25, 2015 indicating it had paid its first rent payment. During a Trigger Period caused solely by an H & M Vacancy Event (as defined below), all excess cash flow is required to be deposited into an account to be held by the lender as additional security for the Herald Center Non-Serviced Loan Combination until the funds on deposit in such account are equal to $10,000,000, which amounts are required to be disbursed to the Herald Center Borrower in connection with tenant improvements and leasing commissions incurred with respect to a new lease of the H & M space.

 

“H & M Tenant” means H & M Hennes & Mauritz L.P. or any successor tenant under the H & M Lease pursuant to the terms thereof.

 

An “H & M Vacancy Event” means: (i) the filing of a voluntary or involuntary petition under bankruptcy law by or against H & M Tenant (an “H & M Bankruptcy Event”) or (ii) H & M Tenant vacates the space demised pursuant to the H & M Lease and fails to continue to pay rent in accordance with the terms of the H & M Lease.

 

A “Trigger Period” will

 

(i)commence upon the occurrence of an event of default under the Herald Center Mortgage Loan and continue until the event of default under the Herald Center Mortgage Loan has been cured in accordance with the terms and provisions of the Herald Center Mortgage Loan agreement or otherwise to the lender’s reasonable satisfaction, or

 

(ii)commence upon an H & M Bankruptcy Event and continue until (x) H & M Tenant affirms its lease or, if such petition is involuntary, the bankruptcy petition is dismissed or (y) all or any portion of the H & M Tenant space is re-let to one or more third-party tenants pursuant to a lease entered into in accordance with the terms of the Herald Center Mortgage Loan agreement which tenant(s) have commenced paying rent under such replacement lease, as evidenced by an estoppel certificate, in an amount sufficient to result in the debt yield for the Herald Center Non-Serviced Loan Combination being equal to or greater than eight and one-half percent (8.5%) and amounts sufficient to pay all leasing commissions and

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-40
 

 

MSBAM 2015-C26 Herald Center

 

tenant improvements with respect to such replacement lease are on deposit with the lender (such event referred to in this clause (ii) (y), an “H & M Re-let Event”), or

 

(iii)commence upon an H & M Vacancy Event of the type described in clause (ii) of the definition of an H & M Vacancy Event and continue until (x) H & M Tenant re-occupies and re-commences the operation of its business in its space or (y) an H & M Re-let Event occurs.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the Herald Center Mortgage Loan. The Herald Center Mortgage Loan has springing cash management (i.e., the Herald Center Mortgage Loan has cash management only during a Trigger Period). When a Trigger Period is not continuing, funds in the lockbox account are required to be disbursed to the Herald Center Borrower on each business day. During a Trigger Period, funds in the lockbox account are required to be applied on each monthly payment date to pay debt service on the Herald Center Non-Serviced Loan Combination, to fund the required reserves deposits as described above under “—Escrows and Reserves,” to disburse to an escrow account the monthly amount payable for operating expenses not otherwise paid or reserved for as described above under “—Escrows and Reserves” and referenced in the annual budget approved by lender together with other amounts incurred by the Herald Center Borrower in connection with the operation and maintenance of the Herald Center Property reasonably approved by the lender, and (x) during a Trigger Period caused solely by an H & M Vacancy Event, into an account to be held by the lender as additional security for the Herald Center Non-Serviced Loan Combination until the funds on deposit in such account (which may be applied to expenses of re-tenanting the H & M space) equal $10,000,000, in which event the remainder will be disbursed to the Herald Center Borrower or (y) during a Trigger Period not caused by an H & M Vacancy Event, to an account to be held by the lender as additional security for the Herald Center Non-Serviced Loan Combination.

 

Additional Secured Indebtedness (not including trade debts). The Herald Center Property also secures the Herald Center Non-Serviced Companion Loan, which has a Cut-off Date principal balance of $155,000,000. A portion of the Herald Center Non-Serviced Companion Loan was contributed to the MSBAM 2015-C25 securitization trust, and the remaining portion of the Herald Center Non-Serviced Companion Loan is expected to be held by Morgan Stanley Bank, N.A. or an affiliate thereof on the closing date of this transaction and may be contributed to one or more future securitization transactions or otherwise transferred at any time. The promissory notes evidencing the Herald Center Non-Serviced Companion Loan accrue interest at the same rate as the Herald Center Mortgage Loan. The Herald Center Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with the Herald Center Non-Serviced Companion Loan. The holders of the Herald Center Mortgage Loan and the Herald Center Non-Serviced Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the Herald Center Non-Serviced Loan Combination. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Herald Center Non-Serviced Loan Combination and “Servicing of the Mortgage Loans in the Free Writing Prospectus.

 

Mezzanine Loan and Preferred Equity. The Herald Center Borrower may permit its equity owners to pledge, without lender’s consent but with 15 days’ prior written notice, up to a 49% indirect interest in the Herald Center Borrower subject to various conditions, including, among other conditions, (i) no event of default under the Herald Center Mortgage Loan documents has occurred and is continuing and (ii) the principal amount of the mezzanine debt will not result in an aggregate LTV of greater than 75% or a debt yield of less than 8.5%. On August 24, 2015, the Herald Center Borrower notified the lender of its intent to permit the pledge of an indirect 49% interest in the Herald Center Borrower and 100% of its cash distributions to M&T Bank in return for a $40,000,000, two-year term credit facility to certain equity owners of the Herald Center Borrower (which may be used for any purpose determined by such equity owners). On September 15, 2015, the Herald Center Borrower notified the lender that the then outstanding balance of the credit facility was approximately $8.4 million. The outstanding balance may change at any time without notice within the parameters of the credit facility terms and the Herald Center Mortgage Loan document conditions.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Herald Center Borrower is required to obtain insurance against acts of terrorism or other similar acts or events (or “fire following”) to the extent such insurance is commercially feasible in an amount determined by the lender in its sole discretion (but in no event more than the sum of 100% of full replacement cost and 12 months of business interruption insurance). Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any extension thereof or other federal government program with substantially similar protection) is in effect, the Herald Center Borrower is required to maintain, and the lender is required to accept, terrorism insurance which covers “certified” acts (as defined by such statute or other program), as full compliance as it relates to the risks required to be covered pursuant to the preceding sentence, so long as such statute or other program covers both domestic and foreign acts of terrorism.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-41
 

 

MSBAM 2015-C26 11 Madison Avenue

  

Mortgage Loan No. 3 – 11 Madison Avenue

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-42
 

 

MSBAM 2015-C26 11 Madison Avenue

  

Mortgage Loan No. 3 – 11 Madison Avenue

 

 

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-43
 

 

MSBAM 2015-C26 11 Madison Avenue

  

Mortgage Loan No. 3 – 11 Madison Avenue

 

  

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-44
 

 

MSBAM 2015-C26 11 Madison Avenue

 

Mortgage Loan No. 3 – 11 Madison Avenue

  

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance(1): $91,700,000   Location: New York, NY 10010
Cut-off Date Balance(1): $91,700,000   General Property Type: Office
% of Initial Pool Balance: 8.7%   Detailed Property Type: CBD
Loan Purpose: Acquisition   Title Vesting(5): Fee
Sponsor: SL Green Realty Corp.   Year Built/Renovated: 1932-1950/1994-1997; 2015
Mortgage Rate: 3.5602%   Size: 2,285,043 SF
Note Date: 8/18/2015   Cut-off Date Balance per Unit(1): $334
First Payment Date: 10/6/2015   Maturity Date Balance per Unit(1): $334
Maturity Date: 9/6/2025   Property Manager: SL Green Management LLC (borrower related)
Original Term to Maturity: 120 months    
Original Amortization Term: 0 months   Underwriting and Financial Information
IO Period: 120 months   UW NOI(6): $109,493,598
Seasoning: 2 months   UW NOI Debt Yield(1): 14.3%
Prepayment Provisions(2): LO (26); DEF (87); O (7)   UW NOI Debt Yield at Maturity(1): 14.3%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NCF DSCR(1): 3.89x
Additional Debt Type: Pari Passu/B Note/Mezzanine   Most Recent NOI: $46,389,392 (5/31/2015 TTM)
Additional Debt Balance(3): $672,630,000/$310,670,000/$325,000,000   2nd Most Recent NOI: $46,705,748 (12/31/2014)
Future Debt Permitted (Type):  No (N/A)   3rd Most Recent NOI: $47,051,047 (12/31/2013)
Reserves(4)   Most Recent Occupancy: 97.8% (8/1/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 94.0% (12/31/2014)
RE Tax: $0 Springing N/A   3rd Most Recent Occupancy: 87.5% (12/31/2013)
Insurance: $0 Springing N/A   Appraised Value (as of): $2,350,000,000 (7/1/2015)
Recurring Replacements: $0 Springing N/A   Cut-off Date LTV Ratio(1): 32.5%
TI/LC: $0 Springing N/A   Maturity Date LTV Ratio(1): 32.5%
Other: $136,501,000 $0 N/A      
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $1,075,000,000 42.2%   Purchase Price: $2,285,000,000 89.7%
Mezzanine A Loan: $150,000,000 5.9%   Leasing/Base Building Costs $139,562,788 5.5%
Mezzanine B Loan: $175,000,000 6.9%   Lease Costs Funds: $81,152,102 3.2%
Borrower Equity: $1,147,232,451 45.0%   Sony Free Rent Reserve: $18,847,898 0.7%
        Closing Costs: $22,669,663 0.9%
Total Sources: $2,547,232,451 100.0%   Total Uses: $2,547,232,451 100.0%

 

 

(1)The 11 Madison Avenue Mortgage Loan is part of the 11 Madison Avenue Non-Serviced Loan Combination, which is comprised of 16 pari passu Senior Notes and three Junior Notes (as defined below), with an aggregate Cut-off Date principal balance of $1,075,000,000. The 16 Senior Notes have a combined balance of $764,330,000, and the three Junior Notes have a combined balance of $310,670,000. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the total principal balance of the 16 Senior Notes without regard to the junior notes. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the aggregate note balance of the 11 Madison Avenue Non-Serviced Loan Combination (including the Junior Notes) are $470, $470, 10.2%, 10.2%, 2.77x, 45.7% and 45.7%, respectively.

 

(2)Defeasance is permitted at the earlier of the end of the two-year period commencing on the securitization closing date with respect to the last 11 Madison Avenue promissory note to be securitized and August 18, 2018.

 

(3)Nine of the Senior Notes and the three Junior Notes with an aggregate balance of $708,200,000 were included in the MAD 2015-11MD securitization trust.

 

(4)See “—Escrows and Reserves” below for further discussion of reserve requirements.

 

(5)The 11 Madison Avenue Property consists of 36 condominium units, 27 of which are owned in fee by the 11 Madison Avenue Borrower and nine of which are currently owned as leasehold interests by the 11 Madison Avenue Borrower. The 11 Madison Avenue Borrower owns the fee simple reversionary interests in the nine leasehold units and the leasehold structures are scheduled to terminate on December 31, 2016; therefore, Title Vesting is defined as Fee. See “—IDA Lease Units” below for further information.

 

(6)The increase in Underwritten NOI over the Most Recent NOI is due to the lender underwriting the Credit Suisse tenant’s higher contractual base rent beginning on June 1, 2017, for all floors it leases except floors 11 and 13 and 8,770 SF of storage space, for which the in-place rent is reflected.

 

The Mortgage Loan. The third largest mortgage loan (the “11 Madison Avenue Mortgage Loan”) is part of a non-serviced loan combination (the “11 Madison Avenue Non-Serviced Loan Combination”) evidenced by 16 pari passu senior notes (collectively, the “Senior Notes”) and three junior notes (collectively, the “Junior Notes”): (i) Promissory Notes A-2-C1 and A-2-C2 (two of the Senior Notes), in the aggregate principal amount of $91,700,000, which collectively represent the 11 Madison Avenue Mortgage Loan, (ii) Promissory Notes A-1-S1, A-1-S2, A-1-S3, A-2-S1, A-2-S2, A-2-S3, A-3-S1, A-3-S2, A-3-S3 (nine of the Senior Notes), and B-1-S, B-2-S, B-3-S (the three Junior Notes, or the “11 Madison Avenue B Note”), in the aggregate principal balance of $708,200,000, which were included in the MAD 2015-11MD transaction (collectively, the “MAD 2015-11MD Notes”) and (iii) Promissory Notes A-1-C1, A-1-C2, A-1-C3, A-3-C1 and A-3-C2 (five of the Senior Notes), in the aggregate principal amount of $275,100,000, which have been or are expected to be contributed to various securitizations by the respective original note holders, German American Capital Corporation (“GACC”) and Wells Fargo Bank, National Association (“Wells Fargo”). The fourteen Senior Notes that do not comprise the 11 Madison Avenue

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-45
 

  

MSBAM 2015-C26 11 Madison Avenue

  

Mortgage Loan are collectively referenced as the “11 Madison Avenue Non-Serviced Companion Loan.” The 11 Madison Avenue Non-Serviced Loan Combination is serviced according to the MAD 2015-11MD pooling and servicing agreement. The 11 Madison Mortgage Loan is secured by a first priority fee mortgage encumbering an office building in New York, NY (the “11 Madison Avenue Property”).

 

11 Madison Avenue Non-Serviced Loan Combination Note Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1-C1 $70,000,000 $70,000,000   COMM 2015-CCRE26 No

A-1-S1, A-1-S2, A-1-S3, A-2-S1, A-2-S2, 

A-2-S3, A-3-S1, A-3-S2, A-3-S3

$397,530,000 $397,530,000   MAD 2015-11MD No
B-1-S, B-2-S, B-3-S $310,670,000 $310,670,000   MAD 2015-11MD Yes(1)
A-1-C2, A-1-C3 $139,600,000 $139,600,000   GACC No
A-2-C1, A-2-C2 $91,700,000 $91,700,000   MSBAM 2015-C26 No
A-3-C1 $35,000,000 $35,000,000   WFCM 2015-NXS3 No
A-3-C2 $30,500,000 $30,500,000   Wells Fargo No
Total $1,075,000,000 $1,075,000,000      

  

 

(1) So long as the 11 Madison Avenue B Note is included in the MAD 2015-11 MD Trust, there will be no controlling class or directing holder with respect to the loan.

  

The proceeds of the 11 Madison Avenue Non-Serviced Loan Combination, together with a $150,000,000 senior mezzanine loan (the “11 Madison Avenue Mezzanine A Loan”) and a $175,000,000 junior mezzanine loan (the “11 Madison Avenue Mezzanine B Loan” and, together with the 11 Madison Avenue Mezzanine A Loan, the “11 Madison Avenue Mezzanine Loans”) (see “—Mezzanine Loans and Preferred Equity” below for additional information), were used to acquire the 11 Madison Avenue Property for a purchase price of approximately $2,285,000,000.

 

When analyzed on a stand-alone basis, Fitch has indicated that the 11 Madison Avenue Mortgage Loan has credit characteristics commensurate with a “AAA” rated obligation, KBRA has indicated that the 11 Madison Avenue Mortgage Loan has credit characteristics commensurate with a “AAA” rated obligation, and Moody’s has indicated that the 11 Madison Avenue Mortgage Loan has credit characteristics commensurate with a “A2” rated obligation.

 

The Borrower and the Sponsor. The borrowers are 11 Madison Avenue Owner LLC; 11 Madison Avenue Owner 2 LLC; 11 Madison Avenue Owner 3 LLC; 11 Madison Avenue Owner 4 LLC; 11 Madison Avenue Owner 5 LLC; and 11 Madison Avenue Owner 6 LLC (the “TIC Owners”) and 11 Madison EAT Lender LLC (collectively, the “11 Madison Avenue Borrower”), seven special-purpose Delaware limited liability companies, each with two independent directors. Each of the TIC Owners is a tenant-in-common owner of the 11 Madison Avenue Property who collectively own 100% of the fee and/or leasehold interests in the 11 Madison Avenue Property. The TIC Owners master lease the 11 Madison Avenue Property to 11 Madison EAT Lender LLC. The nonrecourse carve-out guarantor is SL Green Realty Corp. (“SLG”).

 

SLG (rated BBB-/Baa3/BB+ by Fitch/Moody’s/S&P), an S&P 500 company and New York City’s largest office landlord, is a fully integrated REIT that is focused primarily on acquiring, managing, and maximizing the value of Manhattan commercial properties. As of June 30, 2015, SLG held interests in 120 Manhattan buildings totaling 44.1 million SF. This included ownership interests in 29.0 million SF of commercial buildings and debt and preferred equity investments secured by 15.1 million SF of buildings. In addition to its Manhattan investments, SLG held ownership interests in 37 suburban buildings totaling 5.9 million SF in Brooklyn, Long Island, Westchester County, Connecticut and New Jersey.

 

As of June 30, 2015, SLG reported total assets of $17.3 billion, including cash and cash equivalents of $215.9 million. For fiscal year 2014, SLG reported total revenues of $1.5 billion, an increase of 10.9% over fiscal year 2013 revenues of approximately $1.4 billion.

 

The Property. The 11 Madison Avenue Property is a 29-story, 2,285,043 SF, Class A office tower located directly east of Manhattan’s Madison Square Park. The 11 Madison Avenue Property has full-block frontage on Madison Square Park and occupies an entire city super block between Park Avenue South, Madison Avenue, and East 24th and East 25th Streets. Developed by MetLife as part of its headquarters complex, the 11 Madison Avenue Property was constructed in three phases beginning in 1932: from 1932 to 1938, half of the building was built along Park Avenue between 24th and 25th Street; from 1938 to 1941, the northwest section of the building was completed; and from 1947 to 1950, the final phase, the southwest quadrant, was completed. The 11 Madison Avenue Property features an art deco design highlighted by an Alabama Limestone exterior and four vaulted entrances with terrazzo floors at each corner that lead to a double-height marble lobby. Both the floors and walls are comprised of Italian Cremo marble, Tennessee granite and travertine. The 11 Madison Avenue Property was added to the National Register of Historic Places in 1996.

 

Between 1994 and 1997, Credit Suisse and MetLife collectively modernized the 11 Madison Avenue Property at a cost exceeding $700 million. During that time, MetLife invested approximately $400 million in technological enhancements at the 11 Madison Avenue Property. Furthermore, during that time, Credit Suisse invested an additional approximately $300 million to create its North American headquarters within the 11 Madison Avenue Property, adding dedicated emergency generators, supplemental HVAC systems, its own uninterrupted power supply facility (additionally upgraded for approximately $30 million in 2011), and other miscellaneous electrical upgrades. The 11 Madison Avenue Property is currently undergoing a number of base building projects totaling approximately $86 million, which, when completed and combined with Sony’s and Credit Suisse’s landlord build-outs, will result in over $279 million of capital invested into the 11 Madison Avenue Property between 2015 and 2018. The capital is expected to be invested to modernize and update the 11 Madison Avenue Property, including a new building management system, elevator modernization, chiller plant/cooling towers upgrade, increased ventilation capacity, private entrance and sky lobby for the Sony tenant, new 28th floor window line and a new usable rooftop garden.

 

The 11 Madison Avenue Property is 97.8% leased as of August 1, 2015 to 10 tenants including Credit Suisse and Sony. The 11 Madison Avenue Property has served as the North American headquarters for Credit Suisse since 1996 and is expected to be the U.S. headquarters for Sony starting in 2016. Credit Suisse recently renewed its lease at the 11 Madison Avenue Property through May 31, 2037 for 1,079,655 SF, which includes 862,269 SF of office space, 203,863 SF of concourse space and 13,523 SF of lobby/storage space. Credit Suisse currently occupies an additional 177,626 SF of office space and 8,770 SF of storage space that will expire on May 31, 2017. Credit Suisse has the option to extend its space on these floors through May 31, 2037 (the “Credit Suisse Option Space”). Sony is expected to relocate its headquarters to the 11 Madison Avenue Property from its previous location at 550 Madison Avenue in early 2016, signing a lease through January 31, 2031 for 578,791 SF, including 548,113 SF of office space on the top 11 floors of the 11 Madison Avenue Property, 17,555 SF of retail space and 13,123 SF of storage space. Other

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-46
 

  

MSBAM 2015-C26 11 Madison Avenue

 

tenants include Yelp, Young & Rubicam, Inc., WME IMG, LLC (“WME”) and the Eleven Madison Park restaurant. Credit Suisse and Sony are expected to occupy in the aggregate 1,844,842 SF (80.7% of NRA) at the 11 Madison Avenue Property.

 

Located in Manhattan’s Midtown South neighborhood, the 11 Madison Avenue Property has direct access to the number 6 subway line which, along with the nearby N, R, Q, F and M lines, provides connections from the Upper East Side and Grand Central to Union Square, Downtown Manhattan and Brooklyn.

 

The 11 Madison Avenue Property is structured as 36 condominium units, 27 of which represent fee simple ownership by the 11 Madison Avenue Borrower and nine of which currently represent the leasehold interests of the 11 Madison Avenue Borrower, with a reversionary right to the fee simple interests related to such leasehold interests. See “—IDA Lease Units” below for further information on the title vesting structure.

 

Major Tenants.

 

Credit Suisse (1,266,051 SF; 55% of NRA; 50% of U/W Base Rent) Credit Suisse (USA), Inc. (“Credit Suisse”) leases 1,266,051 SF at the 11 Madison Avenue Property, which expires on May 31, 2017. Credit Suisse recently executed a new lease for 862,269 SF commencing on June 1, 2017 through May 31, 2037, for floors 2 through 10, as well as 217,386 SF of concourse space, mechanical and lobby space. The base rent associated with this new lease effective June 1, 2017 is underwritten accounting for the increased underwritten NOI over the most recent property NOI. Credit Suisse has two 10 -year extension options for the space that expires in 2037, as well as three partial termination options for one floor each, which are exercisable five, 10 and 15 years into the lease term, upon 15 months’ written notice and subject to a termination fee as described in the lease documents. The Credit Suisse Option Space on floors 11 and 13 expires in 2017, totaling 186,396 SF, along with a small portion of storage space on the first floor. The Credit Suisse Option Space may be extended at the tenant’s option through May 31, 2037 at $73.81 PSF. This option must be exercised by April 1, 2016. Credit Suisse currently pays a blended base rent of approximately $26.18 PSF for these floors.

 

Credit Suisse (NYSE: CS) is a multinational financial services company based in Zurich, Switzerland. Credit Suisse is organized as a stock corporation with four divisions: Investment Banking, Private Banking, Asset Management, and a Shared Services Group. Operating out of global headquarters in Zurich, London and New York, Credit Suisse has 45,800 employees in 344 branches and offices in over 50 countries. Credit Suisse has used the 11 Madison Avenue Property as its North American headquarters since 1996. In 2014, Credit Suisse vacated a portion of its space, which it subleased to the 11 Madison Avenue Borrower to allow for Sony to take approximately 548,000 SF of office space on the 11 Madison Avenue Property’s top 11 floors. Credit Suisse currently occupies 1,266,051 SF, which includes its office space on floors 2-11 and 13, as well as its space in the basement, the lobby and its concourse space.

 

Sony (578,791 SF; 25% of NRA; 29% of U/W Base Rent) Sony Corporation of America (“Sony”) leases 578,791 SF at the 11 Madison Avenue Property. In 2015, Sony signed a 16-year lease at the 11 Madison Avenue Property for the top 11 floors, as well as retail space on the ground floor and mezzanine level. The 11 Madison Avenue Property is expected to serve as Sony’s U.S. headquarters as well as house its flagship store, the “SONY Experience.” Sony is expected to spend approximately $150 million to complete its build -out, in addition to a tenant improvements allowance from the 11 Madison Avenue Borrower. Sony is leasing 548,113 SF on the top floors of the building (floors 19-29) for its office space at a base rent of $74.00 PSF. Additionally, Sony is leasing 17,555 SF of retail space for its “SONY Experience” store, the ground floor of which has a base rent of $225.00 PSF and 13,123 SF of storage space. Sony has two successive extension options for all of its space, the first for 10 years and the second for either five or 10 years. Sony has not yet taken occupancy of the property as its space is being built out. Substantially all of the Sony space is currently leased to Credit Suisse, which has subleased such space to the 11 Madison Avenue Borrower, which has in turn leased such space to Sony (which converts to a direct lease upon expiration of the Credit Suisse lease for that space in 2017). Sony is entitled to free rent periods with respect to various portions of its space following the related lease commencement.

 

Sony (NYSE: SNE) is a multinational electronics and entertainment company based in Tokyo, Japan. The company employs nearly 140,000 people worldwide and operates in four business segments: Sony Corporation (SONY Electronics in the US), SONY Pictures Entertainment, SONY Mobile Communications, and SONY Financial.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-47
 

 

MSBAM 2015-C26 11 Madison Avenue

 

The following table presents a summary regarding the largest tenants at the 11 Madison Avenue Property:

 

Tenant Summary
Tenant Name Credit Rating (Fitch/Moody’s/S&P)(1) Tenant SF Approximate
% of SF
Annual UW
Rent
% of Total
Annual UW Rent
Annual UW
Rent PSF
Lease
Expiration
Anchor/Major Tenants              
Credit Suisse A/A1/A 1,079,655 47% $69,072,667 47% $63.98 5/31/2037(2)
Credit Suisse Option Space(3) A/A1/A 186,396 8% $4,879,731 3% $26.18 5/31/2017
SONY BB-/Ba1/BBB- 578,791 25% $42,688,648 29% $73.75 1/31/2031
Yelp NR/NR/NR 152,232 7% $12,939,720 9% $85.00 4/30/2025
WME NR/NR/NR 103,426 5% $8,793,250 6% $85.02 9/30/2030
Young & Rubicam, Inc. NR/NR/NR 99,107 4% $7,398,075 5% $74.65 3/30/2019
Fidelity Brokerage Company NR/NR/NR 21,999 1% $1,684,903 1% $76.59 12/31/2028
Eleven Madison Park NR/NR/NR 12,000 1% $329,045 <1% $27.42 12/31/2017
Subtotal/Wtd. Avg.   2,233,606 98% $147,786,039 99% $66.16  
               
Other Tenants(4)   572 0% $131,584 <1%% $230.04  
Vacant Space   50,865 2% $0 0% $0.00  
Total/Wtd. Avg.   2,285,043 100% $147,917,623 100% $66.21  

 

 

(1)Certain ratings are those of the parent company whether or not the parent company guarantees the lease.

 

(2)The Credit Suisse lease permits cumulative early termination of up to three floors of its space, exercisable in years 5, 10 and 15 of the lease term, subject to prior notice and termination payment provisions.

 

(3)The Credit Suisse Option Space is currently leased to Credit Suisse through May 31, 2017 at $26.18 PSF. Credit Suisse has the option to extend its lease for the Credit Suisse Option Space through May 31, 2037 at $73.81 PSF. The tenant must exercise this extension option by April 1, 2016.

 

(4)Consists of Martin’s News & Sundry, which pays $77.19 PSF for 570 SF, plus two antenna/satellite tenants paying $12,000 PSF and $75,584 PSF, respectively.

 

The following table presents certain information relating to the lease rollover schedule at the 11 Madison Avenue Property:

 

Lease Rollover Schedule(1)
 
Year # of Leases Rolling SF Rolling UW Rent PSF
Rolling
Approx. % of
Total SF
Rolling
Approx. Cumulative %
of SF Rolling
Total UW Rent
Rolling
Approx. % of
Total Rent
Rolling
Approx. Cumulative %
of Total Rent Rolling
MTM 0 0 $0.00 0% 0% $0 0% 0%
2015 0 0 $0.00 0% 0% $0 0% 0%
2016 2 2 $43,792.00 0% 0% $87,584 0% 0%
2017 6 198,966 $26.40 9% 9% $5,252,776 4% 4%
2018 0 0 $0.00 0% 9% $0 0% 4%
2019 2 99,107 $74.65 4% 13% $7,398,075 5% 9%
2020 0 0 $0.00 0% 13% $0 0% 9%
2021 0 0 $0.00 0% 13% $0 0% 9%
2022 0 0 $0.00 0% 13% $0 0% 9%
2023 0 0 $0.00 0% 13% $0 0% 9%
2024 0 0 $0.00 0% 13% $0 0% 9%
2025 2 152,232 $85.00 7% 20% $12,939,720 9% 17%
2026 0 0 $0.00 0% 20% $0 0% 17%
2027 0 0 $0.00 0% 20% $0 0% 17%
2028 & Beyond 30 1,783,871 $68.52 78% 98% $122,239,468 83% 100%
Vacant 0 50,865 $0.00 2% 100% $0 0% 100%
Total/Wtd. Avg. 42 2,285,043 $66.21 100%   $147,917,623 100%  

 

 

(1)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the related lease and that are not considered in the lease rollover schedule.

 

The Market. The 11 Madison Avenue Property is located in the Midtown South office market - Manhattan’s smallest office market – containing approximately 66.6 million SF of space. The market has a total of 35 Class A buildings totaling approximately 17.3 million SF. As of Q1 2015, the Midtown South office market exhibited a vacancy rate of 7.0% and an average rental rate of $63.28 PSF.

 

The Midtown South office market is geographically segmented into five major submarkets: SoHo, Greenwich Village/NoHo, Madison/Union Square, Hudson Square/West Village, and Chelsea. The 11 Madison Avenue Property is located in the Madison/Union Square submarket. The Madison/Union Square submarket contains over 32 million SF of office space and is Midtown South’s largest submarket. The submarket contains approximately 10.4 million SF of Class A space, including the 11 Madison Avenue Property at 2.3 million SF. As of March 31, 2015, the Madison/Union Square submarket had an overall vacancy rate of 7.3% and an overall asking rent of $64.22 PSF.

 

The appraiser identified 34 comparable properties totaling approximately 19.3 million SF of space that exhibited a rental range of $40.00 PSF to $90.00 PSF, with a weighted average occupancy of approximately 96.8%. However, according to the appraiser, the 11 Madison Avenue

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-48
 

 

MSBAM 2015-C26 11 Madison Avenue

 

Property is directly competitive with 10 Class A office properties located within the Madison/Union Square submarket. The average direct occupancy rate for the directly competitive buildings is 100.0%, compared to 96.8% for the full competitive set and 95.90% for the Class A Midtown South market as a whole.

 

The table below summarizes the 10 properties considered to be directly competitive to the 11 Madison Avenue Property within the Madison/Union Square office submarket:

  

Competitive Property Summary
Building Net Rentable Area Available SF (Direct) Available SF (Sublease)

Direct 
Occupancy

Total Occupancy  
One Madison Avenue 1,443,908 0 0 100.0% 100.0%  
41 Madison Avenue 532,525 0 55,126 100.0% 89.7%  
51 Madison Avenue 974,653 0 0 100.0% 100.0%  
63 Madison Avenue 636,660 0 8,296 100.0% 98.7%  
114 Fifth Avenue 287,804 0 19,326 100.0% 93.3%  
160 Fifth Avenue 117,900 0 0 100.0% 100.0%  
200 Fifth Avenue 594,089 0 0 100.0% 100.0%  
770 Broadway 911,213 0 0 100.0% 100.0%  
111 Eighth Avenue 2,300,000 0 0 100.0% 100.0%  
51 Astor Place 307,839 0 0 100.0% 100.0%  
Total / Wtd. Avg. 8,106,591 0 82,748 100.0% 99.0%  

 

 

Source: Appraisal

 

The appraiser concluded market office rental rates for the 11 Madison Avenue Property as summarized in the table below:

 

Market Rent Summary
Type Market Rent PSF
Concourse $30.00
Office Floors 2, 5-12 $80.00
Office Floors 3-4 $85.00
Office Floors 13-14, 16-20 $90.00
Office Floors 15 $70.00
Office Floors 21-24 $95.00
Office Floors 25-29 $100.00

   
Source: Appraisal 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Cash Flow at the 11 Madison Avenue Property:

 

Cash Flow Analysis
  2011   2012   2013   2014   5/31/2015 TTM   UW   UW PSF
Base Rent(1) $53,218,485   $55,145,848   $52,888,225   $52,592,579   $53,715,326   $147,917,623   $64.73
Straight Line Rents(2) $0   $0   $0   $0   $0   $1,932,702   $0.85 
Total Recoveries $17,206,110   $17,569,249   $15,059,977   $14,780,924   $13,408,807   $5,509,992   $2.41
Other Income $3,667,687   $3,540,490   $2,724,962   $2,996,156   $3,461,086   $7,679,439   $3.36
Less Vacancy & Credit Loss

$27,564

 

($93,899)

 

($725,384)

 

($488,860)

($319,721)

 

$0

 

$0.00

Effective Gross Income $74,119,847   $76,161,688   $69,947,780   $69,880,799   $70,265,498   $163,039,756   $71.35
Total Operating Expenses

$23,014,338

 

$23,764,198

 

$22,896,733

$23,175,050

 

$23,876,107

 

$53,546,158

 

$23.43

Net Operating Income $51,105,508   $52,397,490   $47,051,047   $46,705,749   $46,389,392   $109,493,598   $47.92
Capital Expenditures $0   $0   $0   $0   $0   $457,009   $0.20
TI/LC

$0

 

$0

 

$0

$0

$0

 

$1,605,307

 

$0.70

Net Cash Flow $51,105,508   $52,397,490   $47,051,047   $46,705,749   $46,389,392   $107,431,283   $47.01
                           
Occupancy % N/A   99.1%   87.5%   94.0%   96.4%(3)   97.1%    
NOI DSCR 1.85x   1.90x   1.71x   1.69x   1.68x   3.97x    
NCF DSCR 1.85x   1.90x   1.71x   1.69x   1.68x   3.89x    
NOI Debt Yield 6.7%   6.9%   6.2%   6.1%   6.1%   14.3%    
NCF Debt Yield 6.7%   6.9%   6.2%   6.1%   6.1%   14.1%    

 

 

(1)Underwritten Base Rent is net of vacancy and includes Credit Suisse’s contractual base rent beginning on June 1, 2017 for all floors except 11 and 13 and 8,770 SF of storage space, for which the in-place rent is reflected. The increase in underwritten NOI over the 5/31/2015 TTM period is primarily a result of the increase in Credit Suisse’s base rent effective June 1, 2017.
   

(2)Straight Line Rents is equal to the average rent for Sony’s space over the loan term.
   

(3)The 5/31/2015 TTM occupancy is based on a March 1, 2015 rent roll.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-49
 

 

MSBAM 2015-C26 11 Madison Avenue

   

Escrows and Reserves. During a Trigger Period (as defined below), the 11 Madison Avenue Borrower is required to escrow monthly 1/12 of the estimated taxes payable in the next 12 months and 1/12 of the estimated insurance premiums payable in the next 12 months (unless the 11 Madison Avenue Borrower maintains insurance under an acceptable blanket insurance policy). During a Trigger Period, the 11 Madison Avenue Borrower is required to escrow monthly $28,563 for capital expenditures approved by the lender. The 11 Madison Avenue Borrower deposited into escrow at origination (i) $18,847,898 on account of free rent concessions with respect to the Sony lease, (ii) $39,000,000 on account of outstanding payments with respect to the Credit Suisse sublease ($2,500,000 of the sublease payments were paid at closing and the remaining $36,500,000 was deposited into a Credit Suisse sublease account), (iii) $1,000 on account of outstanding disbursements to be made with respect to the delivery of updates to the title insurance policy and (iv) (a) cash in the amount of $81,152,102 into a lease costs account to partially fund the lease costs, and (b) delivered the Lease Costs Guaranty (as defined below), the sum of which, represents the remaining $140,212,434 of lease costs owed by the 11 Madison Avenue Borrower under existing leases. The lease costs consist of (1) outstanding TI/LC obligations with respect to the Credit Suisse, Sony, Yelp and WME leases (collectively, the “Outstanding TI/LC Expenses”) and (2) the outstanding base building work obligations, each as detailed in the table below, with respect to the Credit Suisse, Sony, Yelp and WME leases (the “Base Building Work”).

 

On the origination date, the guarantor delivered a guaranty (the “Lease Costs Guaranty”) in the amount of $59,060,332. The Lease Costs Guaranty covers an amount equal to (i) the lease costs outstanding (including any cost overruns) minus (ii) the sum of (A) the reserve funds in the lease costs account and (B) the amount of any lease costs letters of credit. In the event that the long-term unsecured S&P credit rating of the guarantor is less than BB+, the 11 Madison Avenue Borrower will be required to immediately deposit cash reserves into the lease costs account in the amount of (and in exchange for) any lease costs covered by the Lease Costs Guaranty; provided that in lieu of such cash collateralization, so long as no event of default exists under the 11 Madison Avenue Non-Serviced Loan Combination, the 11 Madison Avenue Borrower may elect to have all available cash applied to the lease costs account until all of the lease costs have been fully funded in cash.

 

Funds in the lease costs account are required to be released and the Lease Costs Guaranty will be reduced, generally, on a pro rata basis as the 11 Madison Avenue Borrower satisfies the leasing obligations and incurs the lease costs. In addition, amounts on reserve in the Sony free rent account will be transferred to the lease costs account monthly in connection with the amortization of Sony’s free rent. The Lease Costs Guaranty will be reduced by such deposits into the lease costs account as well as deposits of any other reserve funds into the lease costs account.

 

Lease Cost Summary
Lease Costs Outstanding Amount
Credit Suisse Landlord Base Building Work $21,591,448
Sony Landlord Base Building Work $19,931,438
Credit Suisse Tenant Improvements(1) $43,898,724
Sony Tenant Improvements $43,641,509
Other Tenant Improvements $4,533,205
Credit Suisse Leasing Commissions $4,529,626
Sony Leasing Commissions $0
Other Leasing Commissions $2,086,484
Total Lease Costs $140,212,434

 

   

(1)Includes $33,806,313 in anticipated work allowance under the 2017 Credit Suisse lease.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the 11 Madison Avenue Mortgage Loan. The 11 Madison Avenue Mortgage Loan has springing cash management (i.e., the 11 Madison Avenue Mortgage Loan has cash management only during a Trigger Period). When a Trigger Period is not continuing, funds in the lockbox account are required to be transferred daily to a deposit account controlled by the lender; however, automatic daily transfers of such deposits are required to be made from the deposit account into the 11 Madison Avenue Borrower’s operating account. During a Trigger Period, funds in the deposit account are required to be applied on each monthly payment date to pay debt service on the 11 Madison Avenue Non-Serviced Loan Combination, to fund the required reserves deposits as described above under “—Escrows and Reserves,” to disburse to the 11 Madison Avenue Borrower the monthly amount payable for operating expenses not otherwise paid or reserved for as described above under “—Escrows and Reserves” and referenced in the annual budget approved by lender together with other amounts incurred by the 11 Madison Avenue Borrower in connection with the operation and maintenance of the 11 Madison Avenue Property reasonably approved by the lender, to pay, provided no event of default under the 11 Madison Avenue Non-Serviced Loan Combination is continuing, monthly debt service on the 11 Madison Avenue Mezzanine A Loan and 11 Madison Avenue Mezzanine B Loan (each as defined herein), and to deposit the remainder into an account to be held by the lender as additional security for the 11 Madison Avenue Non-Serviced Loan Combination; provided, that if no event of default under the 11 Madison Avenue Non-Serviced Loan Combination is continuing, then (x) if a Lease Collateral Sweep Period exists, such remainder will be required instead to be deposited to the lease costs account until the aggregate amount deposited therein is equal to the outstanding amount of lease costs, and (y) if no amounts are required to be deposited as described in the preceding clause (x), and a Lease Sweep Period exists, such remainder will be required to instead be deposited to a rollover reserve account until the aggregate amount deposited therein causes the Lease Sweep Period to terminate in accordance with the definition of Lease Sweep Period.

 

A “Trigger Period” will

 

(i)commence upon the occurrence of an event of default under the 11 Madison Avenue Mortgage Loan and continue until the event of default under the 11 Madison Avenue Mortgage Loan has been cured and such cure has been accepted by the lender or the lender has waived such event of default in writing;

 

(ii)commence upon the occurrence of a Low Debt Yield Trigger Period (as defined herein) and continue until the Low Debt Yield Trigger Period has ended pursuant to the terms provided in the definition of Low Debt Yield Trigger Period;

 

(iii)commence upon a default by the 11 Madison Avenue Borrower of any major lease obligation and continue until the default with respect to the major lease obligation has been cured and the lender has received an officer’s certificate from the 11 Madison Avenue Borrower stating that such cure has been accepted by the tenant and to the best of its knowledge there is no remaining dispute with the tenant;

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-50
 

  

MSBAM 2015-C26 11 Madison Avenue

 

(iv)commence upon the occurrence of a Lease Collateral Sweep Period (as defined herein) and continue until the Lease Collateral Sweep Period has been cured as described below;

 

(v)commence upon the occurrence of a Lease Sweep Period (as defined herein) and continue until the Lease Sweep Period has ended pursuant to the terms provided in the definition of Lease Sweep Period; or

 

(vi)commence upon the occurrence of an event of default under the 11 Madison Avenue Mezzanine A Loan or the 11 Madison Avenue Mezzanine B Loan and continue until the lender has received a notice from the related mezzanine lender that such event of default has been cured or waived.

 

A “Low Debt Yield Trigger Period” will commence if, as of the last day of any quarter, the mortgage loan debt yield falls below 7.50% or the total debt yield falls below 5.75% and will cease to exist if either (i) the mortgage loan debt yield exceeds 7.50% and the total debt yield exceeds 5.75% for two consecutive quarters or (ii) the 11 Madison Avenue Borrower provides cash or a letter of credit to the lender in the amount that the outstanding principal balance would need to be reduced to cause the mortgage loan debt yield to be equal to or greater than 7.50% and the total debt yield to be equal to or greater than 5.75% (such cash or letter of credit are required to be released to the 11 Madison Avenue Borrower upon the satisfaction of the conditions set forth in clause (i)).

 

A “Lease Collateral Sweep Period” will commence if the long-term unsecured credit rating of the guarantor under the Lease Costs Guaranty falls below the minimum credit rating requirement as described in “—Escrows and Reserves” above and will end if either (i) all lease costs have been fully funded in cash into the lease costs account or (ii) upon the subsequent date that the guarantor meets the minimum credit rating.

 

A “Lease Sweep Period” will commence upon a bankruptcy proceeding in which the tenant under the Credit Suisse lease or the tenant and/or guarantor under the Sony lease (each, a “Major Tenant”) is the debtor and will end upon the earlier to occur of (i) in the event either of the Major Tenant leases are rejected in the applicable bankruptcy proceeding, the date on which a sufficient portion of the space occupied under the defaulted Major Tenant lease is re-leased so as to achieve a mortgage loan debt yield of 7.50% or greater and a total debt yield of 5.75%, (ii) the date of an assumption or assignment of the applicable Major Tenant lease out of bankruptcy or (iii) the date on which the amount of $75.00 per rentable SF of the relevant space is deposited into a rollover reserve account for approved leasing costs.

 

Additional Secured Indebtedness (not including trade debts). In addition to the 11 Madison Avenue Mortgage Loan, the 11 Madison Avenue Property also secures the 11 Madison Avenue Non-Serviced Companion Loan (a portion of which was included in the MAD 2015-11MD securitization trust, a portion of which was included in the COMM 2015-CCRE26 securitization trust, and the remaining portion of which is expected to be contributed to future securitization trusts) and the 11 Madison Avenue B Note (which was included in the MAD 2015-11MD securitization trust). The 11 Madison Avenue Mortgage Loan, the 11 Madison Avenue Non-Serviced Companion Loan, and the 11 Madison Avenue B Note all accrue interest at 3.5602% per annum. The 11 Madison Avenue Mortgage Loan is entitled to payments of interest and principal on a pro rata basis with the 11 Madison Avenue Non-Serviced Companion Loan. Prior to an event of default, each of the promissory notes comprising the 11 Madison Avenue Non-Serviced Loan Combination is entitled to payments of interest and principal on a pro rata basis with each of the other promissory notes comprising the 11 Madison Avenue Non-Serviced Loan Combination. After an event of default, the 11 Madison Avenue Mortgage Loan and the 11 Madison Avenue Non-Serviced Companion Loan will continue to be entitled to payments of interest and principal on a pro rata basis as between such notes; however, the 11 Madison Avenue Mortgage Loan and the 11 Madison Avenue Non-Serviced Companion Loan will be entitled to payments of interest and principal on a senior basis to the 11 Madison Avenue B Note. Such priorities and the allocation of collections on the 11 Madison Avenue Non-Serviced Loan Combination are set forth in an agreement between note holders governing the promissory notes comprising the 11 Madison Avenue Non-Serviced Loan Combination. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The 11 Madison Avenue Non-Serviced Loan Combination” in the Free Writing Prospectus.

 

Mezzanine Loans and Preferred Equity. The “11 Madison Avenue Mezzanine A Loan” refers to a loan in the original principal amount of $150,000,000 made by GACC, Morgan Stanley Mortgage Capital Holdings LLC and Wells Fargo (in such capacity, the “Initial 11 Madison Avenue Mezzanine Lenders”) to 11 Madison Mezz 1 LLC, 11 Madison Mezz 2 LLC, 11 Madison Mezz 3 LLC, 11 Madison Mezz 4 LLC, 11 Madison Mezz 5 LLC, 11 Madison Mezz 6 LLC, and 11 Madison Mezz Borrower LLC (collectively, the “11 Madison Avenue Mezzanine A Borrower”), secured by 100% of the direct equity interest in the 11 Madison Avenue Borrower and put in place simultaneously with the origination of the 11 Madison Avenue Mortgage Loan. The “11 Madison Avenue Mezzanine B Loan” refers to a loan in the original principal amount of $175,000,000 made by the Initial 11 Madison Avenue Mezzanine Lenders to 11 Madison Second Mezz 1 LLC, 11 Madison Second Mezz 2 LLC, 11 Madison Second Mezz 3 LLC, 11 Madison Second Mezz 4 LLC, 11 Madison Second Mezz 5 LLC, 11 Madison Second Mezz 6 LLC, and 11 Madison Second Mezz Borrower LLC (collectively, the “11 Madison Avenue Mezzanine B Borrower”), secured by 100% of the direct equity interest in the 11 Madison Avenue Mezzanine A Borrower and put in place simultaneously with the origination of the 11 Madison Avenue Mortgage Loan. The 11 Madison Avenue Mezzanine A Loan and the 11 Madison Avenue Mezzanine B Loan are subject to an intercreditor agreement among the 11 Madison Avenue Mortgage Loan lender and the holders of each of the 11 Madison Avenue Mezzanine A Loan and the 11 Madison Avenue Mezzanine B Loan. Following origination, the 11 Madison Avenue Mezzanine A Loan was transferred to Credos 11 Madison LLC. Following origination, the 11 Madison Avenue Mezzanine B Loan was transferred to Teachers Insurance and Annuity Association of America.

 

The following table presents certain information relating to the 11 Madison Avenue Non-Serviced Loan Combination and the 11 Madison Avenue Mezzanine A Loan and the 11 Madison Avenue Mezzanine B Loan:

 

Full Debt Summary
Notes
Original Principal
Balance

Interest Rate
Original Term
to Maturity (mos.)
Original
Amort. Term (mos.)

 Original IO
Term (mos.) 

Total Debt
UW NCF
DSCR
Total Debt
UW NOI
Debt Yield
Total Debt
Cut-off
Date LTV
Mortgage Loan $91,700,000 3.5602% 120 0 120 3.89x 14.3% 32.5%  
Non-Serviced Companion Loan $672,630,000 3.5602% 120 0 120 3.89x 14.3% 32.5%  
B Note $310,670,000 3.5602% 120 0 120 2.77x 10.2% 45.7%  
Mezzanine A Loan $150,000,000 4.6500% 120 0 120 2.34x 8.9% 52.1%  
Mezzanine B Loan $175,000,000 4.8500% 120 0 120 1.97x 7.8% 59.6%  
Total/Wtd. Avg. $1,400,000,000   120 0 120 1.97x 7.8% 59.6%  

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-51
 

 

MSBAM 2015-C26 11 Madison Avenue

 

Release of Property. Not Permitted.

 

Terrorism Insurance. The 11 Madison Avenue Borrower is required to obtain insurance against loss or damage by terrorist acts in an amount equal to 100% of the “full replacement cost” of the property plus the business interruption coverage otherwise required under the loan documents, provided that such coverage is commercially available. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2015 (or any extension, renewal or replacement thereof) (“TRIPRA”) is in effect and continues to cover both foreign and domestic acts of terrorism, the lender is required to accept terrorism insurance which covers acts which are “certified” within the meaning of TRIPRA.

 

IDA Lease Units. A portion of the 11 Madison Avenue Property consisting of the leasehold interests in 9 condominium units, the related fee simple interests of which are owned by the New York City Industrial Development Agency (“IDA”) is subject to a certain overlease agreement dated December 22, 1995, by and between the 11 Madison Avenue Borrower (as successor to tenant’s interest) and the IDA (as assigned and/or amended, the “11 Madison Avenue Overlease”). The rent under the 11 Madison Avenue Overlease is $10 for the full term and has been fully prepaid. The purpose of the 11 Madison Avenue Overlease is to substitute real property tax obligations with payments in lieu of real estate taxes. Credit Suisse is required to pay all PILOT pursuant to a PILOT Agreement dated December 1, 1995 between the IDA and Credit Suisse; however, under the sublease described under “Major Tenants” above, the 11 Madison Avenue Borrower has agreed to make such payments as to the subleased space. The IDA structure terminates on December 31, 2016. If the 11 Madison Avenue Overlease terminates for any reason, the fee interest in the condominium units subject to the 11 Madison Avenue Overlease reverts back to the 11 Madison Avenue Borrower. The mortgage for the 11 Madison Avenue Non-Serviced Loan Combination provides that upon any such reversion of condominium units to the 11 Madison Avenue Borrower, such condominium units will automatically be subject to the mortgage.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-52
 

  

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-53
 

 

MSBAM 2015-C26 Palmer Center

 

Mortgage Loan No. 4 – Palmer Center

 

 (Graphic)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-54
 

 

MSBAM 2015-C26 Palmer Center

 

Mortgage Loan No. 4 – Palmer Center

 

 (Map)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-55
 

 

MSBAM 2015-C26 Palmer Center

 

Mortgage Loan No. 4 – Palmer Center

 

 (Map)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-56
 

 

MSBAM 2015-C26 Palmer Center

 

Mortgage Loan No. 4 – Palmer Center

 

 (Map)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-57
 
MSBAM 2015-C26 Palmer Center

 

Mortgage Loan No. 4 – Palmer Center

 

 (Map)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-58
 

 

MSBAM 2015-C26 Palmer Center

 

Mortgage Loan No. 4 – Palmer Center

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance: $74,000,000   Location: Colorado Springs, CO 80903
Cut-off Date Balance: $73,717,026   General Property Type: Office
% of Initial Pool Balance: 7.0%   Detailed Property Type: CBD
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Raymond Levy; Dan Levy; Barry   Year Built/Renovated: 1968-1989/N/A
  Cayton; Jona Goldrich; Canpro   Size: 459,500 SF
  Investments Ltd.   Cut-off Date Balance per SF: $160
Mortgage Rate: 4.360%   Maturity Date Balance per SF: $130
Note Date: 7/31/2015    Property Manager: Unilev Management Corp.
First Payment Date: 9/1/2015      (borrower related)
Maturity Date: 8/1/2025      
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 0 months   UW NOI: $7,121,980
Seasoning: 3 months   UW NOI Debt Yield: 9.7%
Prepayment Provisions: LO (27); DEF (88); O (5)   UW NOI Debt Yield at Maturity: 11.9%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.34x
Additional Debt Type: N/A   Most Recent NOI: $7,156,435 (5/31/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $7,055,569 (12/31/2014)
Future Debt Permitted (Type): Yes (Mezzanine)   3rd Most Recent NOI: $7,074,689 (12/31/2013)
Reserves(1)   Most Recent Occupancy: 88.2% (9/15/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 86.7% (12/31/2014)
RE Tax: $247,164 $82,388 N/A   3rd Most Recent Occupancy: 88.6% (12/31/2013)
Insurance: $0 Springing N/A   Appraised Value (as of): $103,900,000 (6/25/2015)
Recurring Replacements: $0 $7,658 N/A   Cut-off Date LTV Ratio: 70.9%
TI/LC: $0 $47,482 $1,709,340   Maturity Date LTV Ratio: 57.5%
Other: $1,012,953 $0 N/A      

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds  % of Total
Loan Amount: $74,000,000 100.0%   Loan Payoff $72,201,986 97.5%
Borrower Cash $28,727 0.0%   Reserves: $1,260,117 1.7%
        Closing Costs(2): $566,625 0.8%
Total Sources: $74,028,727 100.0%   Total Uses: $74,028,727 100.0%

 

 

(1)See “—Escrows and Reserves” below for further discussion of reserve requirements.

(2)Closing costs include a $200,000 consulting fee paid to Unilev Capital Corp. of Texas, an affiliate of the Palmer Center Borrower.

 

The Mortgage Loan. The fourth largest mortgage loan (the “Palmer Center Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $74,000,000 secured by a first priority fee mortgage encumbering two adjacent office buildings and an atrium office building in Colorado Springs, CO (collectively, the “Palmer Center Property”). The proceeds of the Palmer Center Mortgage Loan were used to refinance a previous mortgage loan with an outstanding principal balance of approximately $72,201,986 (net of applied escrows), fund reserves and pay closing costs. The previous mortgage loan secured by the Palmer Center Property was included in the CSFB 2005-C5 securitization trust.

 

The Borrower and the Sponsor. The borrowers are RPalmer, LLC (10%); DPalmer, LLC (10%); Palmer Center Owner, LLC (40%); and Overland Palmer, LLC (40%) (collectively, the “Palmer Center Borrower”), four Delaware special-purpose limited liability companies, each with two independent directors, as tenants in common. The Tottenham Trust, with Raymond Levy as the trustee, owns 100% of RPalmer, LLC. The Dan and Panta S. Levy Trust of 2001, with Dan Levy as the trustee, owns 100% of DPalmer, LLC. Palmer Center Owner, LLC is controlled by Canpro Investments Ltd. The Goldrich Trust No. 1, with Jona Goldrich, as trustee, and Barry Cayton control Overland Palmer, LLC. The Tottenham Trust, The Dan and Panta S. Levy Trust of 2001, Canpro Investments Ltd., and The Goldrich Trust No. 1 are the joint and several nonrecourse carve-out guarantors. Jona Goldrich, Dan Levy, and Raymond Levy have nonrecourse carve-out liabilities only if certain of the aforementioned trust entities cease to exist.

 

Dan and Raymond Levy are principals of Unilev Capital Corporation (“Unilev”), a privately held real estate investment organization founded in 1992 and based in Beverly Hills, California. Canpro Investments Ltd., is a Montreal, Canada-based commercial real estate development and management company, of which Naomi Azrieli, who is a director of the Azrieli Group, Ltd., is President. Jona Goldrich is a principal of Goldrich & Kest Industries, LLC, a Los Angeles based real estate and development company.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-59
 

 

MSBAM 2015-C26 Palmer Center

 

The Property. The Palmer Center Property consists of two enclosed corridor-connected office towers (the 1st Bank Tower and the Wells Fargo Tower), an adjoining two story-office structure (the “Atrium Building”) and a 1,642-stall subterranean parking structure, located in downtown Colorado Springs, CO. The Palmer Center Property is subject to the condominium declaration for the Palmer Center Condominium Association. The condominium regime consists of two units, including an office unit (the “Office Unit”), which represents the collateral for the Palmer Center Property, and a hotel unit (the “Hotel Unit”). No portion of the Hotel Unit, which consists of the 292-room Antlers Hilton Hotel and Conference Center, is collateral for the Palmer Center Mortgage Loan. 250 of the subterranean parking spaces included within the Office Unit are controlled by the Hotel Unit. The Office Unit represents a 61.44% interest and the Hotel Unit represents a 38.56% interest in the Palmer Center Condominium Association common elements; however, control of the condominium board is shared equally between the two units, and the Palmer Center Borrower does not control the condominium board.

 

The 1st Bank Tower is a 14-story building containing approximately 149,426 SF. It was constructed in 1968. The Wells Fargo Tower is a 15-story building containing approximately 220,830 SF, not including approximately 5,811 SF of attached retail space. It was constructed in 1989. The Atrium Building is a two-story building containing approximately 83,433 SF. It was constructed in 1975.

 

Major Tenants.

 

Insurance Technologies (55,258 SF, 12% of NRA, 11% of underwritten rent). Insurance Technologies, LLC, leases 55,258 SF of office space at the Palmer Center Property. The original lease began on August 14, 1998 and has been expanded and renewed with a current expiration date of July 31, 2024, with one five-year lease extension option. The company provides sales and regulatory automation solutions to the insurance and financial services industries. The company was founded in 1995 and is headquartered at the Palmer Center Property.

 

Wells Fargo Bank (42,309 SF, 9% of NRA, 12 % of underwritten rent). Wells Fargo Bank, National Association (“Wells Fargo”), as successor to Norwest Bank Colorado Springs, leases 42,309 SF of bank branch and office space at the Palmer Center Property. The lease began on July 1, 1990, was most recently renewed on July 1, 2015, and has a current expiration date of June 30, 2022, with two five-year lease extension options. In addition to its underwritten base rent, Wells Fargo pays $1.00 PSF per year for building naming rights. As of its 2014 annual report, Wells Fargo (NYSE: WFC) reported $1.7 trillion in assets and 8,700 banking locations, not including ATM locations.

 

Colorado Springs Health Care (40,427 SF, 9% of NRA, 8% of underwritten rent).Colorado Springs Health Partners, P.C., (“CSHP”) leases 40,427 SF of office space at the Palmer Center Property. The lease began on November 1, 2003, was expanded on April 1, 2013, and has a current expiration date of December 31, 2022, with one five-year lease extension option. CSHP includes more than 90 physicians, 20 mid-level practitioners, and over 600 support staff at 11 facilities. CSHP was acquired by DaVita Healthcare Partners (NYSE: DVA) on January 1, 2015.

 

University of Phoenix (21,438 SF, 5% of NRA, 5% of underwritten rent).The University of Phoenix, Inc. leases 21,438 SF of office space at the Palmer Center Property. The lease began on August 1, 2011, was renewed and expanded on June 1, 2013, and has a current expiration date of July 31, 2019, with one five-year lease extension option. The University of Phoenix is a subsidiary of Apollo Education Group, Inc. (NASDAQ: APOL), a private, for profit secondary education company.

 

The following table presents a summary regarding the largest tenants at the Palmer Center Property:

 

Tenant Summary(1)
Tenant Name Credit Rating (Fitch/Moody’s/S&P)(2) Tenant
SF
Approximate
% of SF
Annual UW Rent % of Total Annual UW Rent Annual UW Rent PSF(3) Lease Expiration
Anchor/Major Tenants              
Insurance Technologies NR/NR/NR 55,258  12% $701,498 11% $12.69 7/31/2024
Wells Fargo Bank AA-/A2/A+ 42,309  9% $803,871 12% $19.00 6/30/2022
Colorado Springs Health Care NR/B1/BB 40,427  9% $545,765 8% $13.50 12/31/2022
University of Phoenix NR/NR/NR 21,438  5% $330,145 5% $15.40 7/31/2019
BombBomb LLC NR/NR/NR 15,098(4) 3% $211,250 3% $13.99 12/31/2019
Subtotal/Wtd. Avg.   174,530  38% $2,592,529 39% $14.85  
               
Other Tenants   230,907  50% $3,979,392 61% $17.23  
Vacant Space   54,063  12% $0 0% $0.00
Total/Wtd. Avg.   459,500  100% $6,571,921 100% $16.21  

 

 

(1)   Information is based on the underwritten rent roll.

 

(2)   Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(3)   Wtd. Avg. Rent PSF excludes vacant space.

 

(4)   The BombBomb LLC SF reflects two contractual tenant expansions effective on January 1, 2016 (to 13,000 SF) and on January 1, 2017 (to 15,098 SF). The underwritten cash flow reflects the first expansion to 13,000 SF.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-60
 

 

MSBAM 2015-C26 Palmer Center

 

The following table presents certain information relating to the lease rollover at the Palmer Center Property:

 

Lease Rollover Schedule(1)(2)
Year # of
Leases Rolling
SF Rolling UW Rent PSF Rolling(3) Approx. % of Total SF
Rolling
Approx. Cumulative
% of SF Rolling
Total UW Rent Rolling Approx. %
of Total Rent
Rolling
Approx.
Cumulative % of Total Rent Rolling
MTM 0 0 $0.00 0% 0% $0 0% 0%
2015 7 10,308 $16.02 2% 2% $165,109 3% 3%
2016 10 28,631 $18.18 6% 8% $520,601 8% 10%
2017 9 33,556 $16.99 7% 16% $569,974 9% 19%
2018 13 50,473 $16.87 11% 27% $851,563 13% 32%
2019 13 78,740 $15.93 17% 44% $1,254,546 19% 51%
2020 9 24,247 $16.76 5% 49% $406,295 6% 57%
2021 1 11,362 $19.80 2% 52% $224,968 3% 61%
2022 4 91,562 $16.16 20% 72% $1,479,820 23% 83%
2023 2 21,300 $18.66 5% 76% $397,547 6% 89%
2024 3 55,258 $12.69 12% 88% $701,498 11% 100%
2025 0 0 $0.00 0% 88% $0 0% 100%
2026 0 0 $0.00 0% 88% $0 0% 100%
2027 0 0 $0.00 0% 88% $0 0% 100%
2028 & Beyond 0 0 $0.00 0% 88% $0 0% 100%
Vacant 0 54,063 $0.00 12% 100% $0 0% 100%
Total/Wtd. Avg. 71 459,500 $16.21 100%   $6,571,921 100%  

 

 

(1)Information is based on the underwritten rent roll.

(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

(3)Wtd. Avg. UW Rent PSF Rolling excludes vacant space.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-61
 

 

MSBAM 2015-C26 Palmer Center

 

The Market. The Palmer Center Property is located in the Colorado Springs, El Paso County, CO, central business district (CBD), approximately four blocks east of I-25. Colorado Springs is located approximately 65 miles south of Denver, is the second largest city in Colorado, and is home to the Cheyenne Mountain Air Force Base, the Fort Carson U.S. Army Base and the U.S. Air Force Academy. The estimated 2015 metropolitan area population is approximately 696,200 people. As of March 31, 2015, the Colorado Springs office market had a 13.6% vacancy rate. As of March 31, 2015, the CBD had a vacancy rate of approximately 10.1% and an average NNN rental rate of $12.22 PSF. Bank branch and retail space rents and rent quotes ranged from $17.00 PSF to $22.00 PSF.

 

The following table presents leasing data at competitive office properties with respect to the Palmer Center Property:

 

Competitive Property Summary
Property Name/Address Property Size (SF) Year Built Occ. Tenant Name Lease Size (SF) Lease Date Lease Term
(Yrs.)
Rent PSF/Yr. TIs
WF & 1st Bank Tower Competitive Properties            
Plaza Of The Rockies -North Tower
111 South Tejon Street
Colorado Springs, CO
187,352 1984 75%

Mortgage

 Quoted

 

2,600

N/A

 

Aug-14

 N/A

 

2.0

N/A

$14.75

$15.50

 

$5

N/A

 

Plaza Of The Rockies -South Tower
121 South Tejon Street
280,000 1999 94% Quoted N/A N/A N/A $18.00

N/A

Alamo Corporate Center
102 South Tejon Street
Colorado Springs, CO
201,060 1983 94%

Land Title

Re Max

Quoted

2,800

4,700

N/A

 

Jan-15

Dec-13

N/A

5.0

N/A

N/A

 

$15.00 $17.00

$15.50

 

$28

$27

 

Colorado Square
2 North Nevada Avenue
Colorado Springs, CO
218,160 1976 61% Quoted N/A N/A N/A $15.00

N/A

 

American National Bank Building
102 North Cascade Avenue
Colorado Springs, CO
69,019 1971 90%

Confidential

Quoted

 

3,570

N/A

 

Jun-14

N/A

5.0

$14.00

$14.00

 

$20

N/A

 

Atrium Building Competitive Properties                
US Bank - Exchange Building
6 South Tejon Street
Colorado Springs, CO
57,859 1909 81% Quoted N/A N/A N/A $12.50 $3
GE Johnson Building
25 N. Cascade Avenue
Colorado Springs, CO
54,453 1963 64%

GE Johnson

Quoted

 

21,450

N/A

 

May-13

N/A

 

10.0

N/A

 

$13.00

$12.50

 

N/A

 N/A

 

Railroad Station Campus
545 E. Pikes Peak Ave.
Colorado Springs, CO
27,174 1980 60% Quoted N/A N/A N/A $8.95 N/A
UMB Bank Building
101 N. Cascade Ave.
Colorado Springs, CO
40,368 1966 74%

Marketing Firm

UMB Bank Expansion

Attorney

UMB Bank

Quoted

3,299

3,000

2,000

6,000

N/A

Jan-12

Mar-11

Dec-10

Jan-07

N/A

3.0

6.0

3.0

10.0

N/A

$12.00

$10.00

$9.00

$25.00

$11.00

$0

$0

$5

$0

N/A

Main-Level Bank Space Competitive Properties            
US Bank 1st Floor Space - Exchange Building
6 South Tejon Street
Colorado Springs, CO
57,859 1909 81%

US Bank

Quoted

 

N/A Jun-11 7.0 $20.00 $3
Kirkpatrick Bank Space - GE Johnson Building
25 N. Cascade Avenue
Colorado Springs, CO
54,453 1963 64%

Kirkpatrick

Quoted

 

6,586

N/A

 

N/A

N/A

10.0

$19.50

$20.00

 

$0
ReMax - Alamo Corporate Center
102 South Tejon Street
Colorado Springs, CO
201,060 1983 100%

ReMax

Quoted

4,700

Dec-13

N/A $17.00

$27

N/A

Co Biz Bank - Colorado Square
2 North Nevada Avenue
Colorado Springs, CO
218,160 1976 100% Quoted 4,000 N/A N/A $22.00 N/A

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-62
 

 

MSBAM 2015-C26 Palmer Center

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Palmer Center Property:

 

Cash Flow Analysis  
  2011   2012   2013   2014   5/31/2015 TTM   UW   UW PSF  
Base Rent(1) $6,719,382   $6,673,509   $6,657,515   $6,511,190   $6,564,231   $7,418,817   $16.15  
Total Recoveries $4,059,802   $3,934,943   $3,914,453   $4,060,108   $4,045,975   $4,199,744   $9.14  
Other Income(2) $1,489,139   $1,459,931   $1,460,441   $1,534,061   $1,584,892   $1,584,892   $3.45  
Less Vacancy & Credit Loss

$0

 

$0

 

$0

 

$0

 

$0

 

($846,896)

 

($1.84)

 
Effective Gross Income $12,268,323   $12,068,383   $12,032,409   $12,105,359   $12,195,098   $12,356,557   $26.89  
Total Expenses

$5,029,230

 

$4,943,545

 

$4,957,720

 

$5,049,790

 

$5,038,663

 

$5,234,576

 

$11.39

 
Net Operating Income $7,239,093   $7,124,838   $7,074,689   $7,055,569   $7,156,435   $7,121,980   $15.50  
Capital Expenditures $0   $0   $0   $0   $0   $91,900   $0.20  
TI/LC

$0

 

$0

 

$0

 

$0

 

$0

 

$1,084,420

 

$2.36

 
Net Cash Flow $7,239,093   $7,124,838   $7,074,689   $7,055,569   $7,156,435   $5,945,660   $12.94  
                             
Occupancy % 91.2%   90.4%   88.6%   86.7%   88.5%   88.6%      
NOI DSCR 1.64x   1.61x   1.60x   1.59x   1.62x   1.61x      
NCF DSCR 1.64x   1.61x   1.60x   1.59x   1.62x   1.34x      
NOI Debt Yield 9.8%   9.7%   9.6%   9.6%   9.7%   9.7%      
NCF Debt Yield 9.8%   9.7%   9.6%   9.6%   9.7%   8.1%      

 

 

(1)Contractual rent steps though March 1, 2016, totaling approximately $213,532, are underwritten.

(2)Other Income includes parking income, storage income, signage income, late charges and conference room fees. Parking income for the TTM period was $1,379,063.

 

Escrows and Reserves. The Palmer Center Borrower deposited $247,164 in escrow for annual real estate taxes at loan origination and is required to escrow monthly 1/12 of the annual estimated tax payments. The Palmer Center Borrower is required to escrow monthly 1/12 of the annual estimated insurance premiums (unless the Palmer Center Borrower maintains insurance under an acceptable blanket insurance policy). The Palmer Center Borrower is required to make monthly deposits of $7,658 for replacement reserves. The Palmer Center Borrower (i) deposited $849,661 for tenant improvement costs and leasing commissions which the Palmer Center Borrower is obligated to pay or reimburse in specified amounts under leases with six tenants at the Palmer Center Property as set forth on a schedule to the Palmer Center Mortgage Loan agreement and (ii) is required to make monthly deposits of $47,482 for future tenant improvement costs and leasing commissions into a rollover reserve, to the extent that the amount then on deposit in such reserve is less than $1,709,340. The Palmer Center Borrower deposited in escrow at loan origination $163,291.87 with respect to free rent credits under leases with four tenants as set forth on a schedule to the Palmer Center Mortgage Loan agreement, which amount is required to be disbursed to the Palmer Center Borrower on a monthly basis in the relevant month to which such free rent credit applies, provided no event of default is occurring under the Palmer Center Mortgage Loan and the applicable tenant is in occupancy of its premises and not in default under its applicable lease.

 

Lockbox and Cash Management. A springing hard lockbox is in place with respect to the Palmer Center Mortgage Loan (i.e. upon the commencement of the initial Cash Sweep Period (as defined below) for the Palmer Center Mortgage Loan, the Palmer Center Borrower has agreed to establish and maintain a hard lockbox). The Palmer Center Mortgage Loan has springing cash management (i.e. the Palmer Center Mortgage Loan has cash management only during a Cash Sweep Period). During the continuance of a Cash Sweep Period for the Palmer Center Mortgage Loan, funds in the lockbox account are applied on each monthly payment date to pay debt service on the Palmer Center Mortgage Loan, to fund the required reserves deposits as described above under “—Escrows and Reserves,” to disburse, during a Cash Sweep Period caused solely by a DSCR Event (as defined below), to the Palmer Center Borrower the monthly amount payable for operating expenses not otherwise paid or reserved for as described above under “—Escrows and Reserves” and referenced in the annual budget together with other amounts incurred by the Palmer Center Borrower in connection with the operation and maintenance of the Palmer Center Property reasonably approved by the lender, and to disburse the remainder to an account to be held by the lender as additional security for the Palmer Center Mortgage Loan provided that (i) if a Cash Sweep Period is in effect only due to the DSCR, such funds may be obtained by the Palmer Center Borrower for the same purposes, and upon satisfaction of the same conditions, as the rollover reserves funds and (ii) if the Cash Sweep Period has been cured, the remainder will be disbursed to the Palmer Center Borrower.

 

A “Cash Sweep Period” will

 

(i)commence upon the occurrence of an event of default under the Palmer Center Mortgage Loan and continue until the date on which the event of default under the Palmer Center Mortgage Loan is cured to the lender’s sole satisfaction,

 

(ii)commence upon the date the lender determines that the DSCR on the Palmer Center Mortgage Loan (based solely on the Palmer Center Mortgage Loan) has fallen below 1.10x for six consecutive calendar months (the “DSCR Event”) and continue until the date the lender determines that the DSCR on the Palmer Center Mortgage Loan (based solely on the Palmer Center Mortgage Loan) has been equal to or greater than 1.10x for the immediately preceding six consecutive calendar months (the “DSCR Event Cure”),

 

(iii)commence upon the date a Major Tenant (as defined below) takes or is subject to certain bankruptcy actions and continue until the earlier of (x) either (a) the date such Major Tenant affirms its lease in the applicable bankruptcy proceeding and any appointment of a receiver, liquidator or trustee is dismissed, is in occupancy of its leased premises at the Palmer Center Property, and is open for business or (b) the date the entire leased premises is leased pursuant to one or more approved substitute leases (the “Substitute Lease Cure”) or (y) the date of the DSCR Event Cure,

 

(iv)commence upon the date a Major Tenant vacates its leased premises at the Palmer Center Property and continue until the earlier of (x) either (a) the date such Major Tenant is in occupancy of its leased premises at the Palmer Center Property and is open for business or (b) the date of the Substitute Lease Cure or (y) the date of the DSCR Event Cure, or

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-63
 

 

MSBAM 2015-C26 Palmer Center

 

(v)commence upon the date that is nine months prior to the expiration of a Major Tenant’s lease if such Major Tenant has not elected to renew its lease and continue until the earlier of (x) the date the applicable Major Tenant has renewed the entirety of its premises under its lease on terms and conditions approved by the lender, and such Major Tenant is in occupancy of such premises, (y) the date of the Substitute Lease Cure, or (z) the date of the DSCR Event Cure.

 

A “Major Tenant” means a tenant under any lease which (i) individually, or in the aggregate with other leases with such tenant or its affiliates at the Palmer Center Property (a) accounts for 10% or more of the Palmer Center Property’s aggregate contractual rent payments, or (b) demises 20,000 SF or more of the Palmer Center Property’s gross leasable area or (ii) contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of the Palmer Center Property.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Commencing on the same date that defeasance of the Palmer Center Mortgage Loan is permitted, a single mezzanine loan secured by a pledge of all of the direct ownership interests in the Palmer Center Borrower (such loan, the “Palmer Center Permitted Mezzanine Debt”) is permitted with the written consent, which may not be unreasonably withheld, of the lender under the Palmer Center Mortgage Loan, subject to various conditions, including among other conditions: (i) no event of default exists, (ii) the borrower of the Palmer Center Permitted Mezzanine Debt is, and the Palmer Center Borrower remains, a single-purpose entity pursuant to the terms of the Palmer Center Mortgage Loan, (iii) the Palmer Center Permitted Mezzanine Debt will not result in an aggregate DSCR of less than 1.20x or an aggregate LTV ratio greater than 75%, (iv) the lender of the Palmer Center Permitted Mezzanine Debt (the “Palmer Center Mezzanine Lender”) satisfies the applicable rating agency criteria for a “qualified transferee,” (v) the Palmer Center Mezzanine Lender enters into an intercreditor agreement with the lender under the Palmer Center Mortgage Loan on such lender’s standard form of intercreditor agreement with commercially reasonable modifications then accepted for loans of similar size and structure, (vi) the lender under the Palmer Center Mortgage Loan has received a rating agency confirmation as to the Palmer Center Permitted Mezzanine Debt from each applicable rating agency and (vii) the Palmer Center Borrower executes any documents requested by the lender under the Palmer Center Mortgage Loan in connection with the Palmer Center Permitted Mezzanine Debt.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Palmer Center Borrower is required to obtain insurance against acts of terrorism or other similar acts or events (or “fire following”) to the extent such insurance is available in form and substance satisfactory to, and in an amount determined by, the lender (but in no event more than the sum of 100% of full replacement cost and 12 months of business interruption insurance). Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any extension thereof or other federal government program with substantially similar protection) is in effect, the lender is required to accept terrorism insurance which covers “covered acts” (as defined by such statute or other program), as full compliance as it relates to the risks required to be covered pursuant to the preceding sentence, so long as such statute or other program covers both domestic and foreign acts of terrorism. The Palmer Center Borrower is not required to spend on terrorism insurance coverage more than five times the amount payable for such coverage at loan origination, and if the cost of terrorism insurance exceeds such amount, the Palmer Center Borrower is required to purchase the maximum amount of terrorism insurance available with funds equal to such amount.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-64
 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-65
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

Mortgage Loan No. 5 – Wallace Student Housing Portfolio

 

 (GRAPHIC)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-66
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

Mortgage Loan No. 5 – Wallace Student Housing Portfolio

 

 (MAP)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-67
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

Mortgage Loan No. 5 – Wallace Student Housing Portfolio

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: CIBC   Single Asset/Portfolio: Portfolio
Original Balance: $40,000,000   Location: Georgia
Cut-off Date Balance: $40,000,000   General Property Type: Multifamily
% of Initial Pool Balance: 3.8%   Detailed Property Type: Student Housing
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: James E. Wallace   Year Built/Renovated: Various/Various
Mortgage Rate: 4.820%   Size(2): 943 Beds
Note Date: 8/26/2015   Cut-off Date Balance per Unit: $42,418
First Payment Date: 10/1/2015   Maturity Date Balance per Unit: $37,469
Maturity Date: 9/1/2025   Property Manager: Rent Athens LLC
Original Term to Maturity: 120 months    
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 36 months   UW NOI: $3,498,372
Seasoning: 2 months   UW NOI Debt Yield: 8.7%
Prepayment Provisions: LO (23); YM1 (95); O (2)   UW NOI Debt Yield at Maturity: 9.9%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.74x (IO)          1.35x (P&I)
Additional Debt Type: N/A   Most Recent NOI: $4,468,529 (12/31/2014)
Additional Debt Balance: N/A   2nd Most Recent NOI: $3,994,988 (12/31/2013)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $3,611,541 (12/31/2012)
Reserves(1)   Most Recent Occupancy(2)(3)(4): 91.6% (9/30/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy(3)(5): 90.3% (12/31/2014)
RE Tax: $39,421 $27,336 N/A   3rd Most Recent Occupancy(5): 98.9% (12/31/2013)
Insurance: $48,990 $10,327 N/A   Appraised Value (as of): $59,400,000 (4/28/2015)
Deferred Maintenance: $95,937 $0 N/A   Cut-off Date LTV Ratio: 67.3%
Recurring Replacements: $0 $7,858 N/A   Maturity Date LTV Ratio: 59.5%
Other: $1,364,250 Springing N/A      
               

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $40,000,000 100.0%   Loan Payoff: $30,101,700 75.3%
        Reserves: $1,548,598 3.9%
        Closing Costs: $1,673,796 4.2%
        Return of Equity: $6,675,906 16.7%
Total Sources: $40,000,000 100.0%   Total Uses: $40,000,000 100.0%

 

 

(1)See “—Escrows and Reserves” below for further discussion of reserve requirements.
  

(2)Includes 48 newly constructed beds at Whistlebury & Whistlebury Walk that came on line in August 2015. Excluding the newly constructed beds, the Wallace Student Housing Portfolio Property was 94.4% occupied as of September 30, 2015.
  

(3)Five units were taken off-line in 2014 to be redeveloped into a student activity center at Whistlebury & Whistlebury Walk. In addition, 69 four-bedroom units at Whistlebury & Whistlebury Walk were renovated in 2014-2015 and common areas at Waterford Place were renovated from 2014-2015.
  

(4)Percentage of beds occupied.
   

(5)Percentage of units occupied.

 

The Mortgage Loan. The fifth largest mortgage loan (the “Wallace Student Housing Portfolio Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $40,000,000 secured by a first priority fee mortgage encumbering a portfolio of three individual student housing properties with a total of 943 beds in Athens and Milledgeville, Georgia (the “Wallace Student Housing Portfolio Property”). The proceeds of the Wallace Student Housing Portfolio Mortgage Loan were used to refinance prior mortgage loans and equipment loans totaling approximately $30,101,700, fund reserves, pay closing costs and return equity to the Wallace Student Housing Portfolio Borrower. Two of the three individual properties comprising the Wallace Student Housing Portfolio Property secured a loan that was included in the WBCMT 2006-C24 securitization trust.

 

The Borrower and the Sponsor. The borrowing entities are Whistlebury Holdings, LLC, a single-purpose Georgia limited liability company with one independent director; Waterford Place Holdings, Inc., a single-purpose Georgia corporation with one independent director; and J. Wallace Holdings, Inc., a single-purpose Georgia corporation with one independent director (collectively, the “Wallace Student Housing Portfolio Borrower”). James E. Wallace, the sponsor and nonrecourse carve-out guarantor, controls and indirectly owns a portion of the Wallace Student Housing Portfolio Borrower. Mr. Wallace has been a developer of student housing since 1992 and has developed a total of approximately 1,600 beds in Georgia. Mr. Wallace’s commercial real estate portfolio is currently comprised of the Wallace Student Housing Portfolio Property.

 

The Property. The Wallace Student Housing Portfolio Property consists of a 482-bed student housing property located in Athens, Georgia (“Whistlebury & Whistlebury Walk”), a 317-bed student housing property located in Milledgeville, Georgia (“College Station”) and a 144-bed student housing property located in Athens, Georgia (“Waterford Place”).

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-68
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

Whistlebury & Whistlebury Walk is located approximately 1/2 mile north of downtown Athens and the northern boundary of the University of Georgia Athens (“UGA”) campus. Whistlebury & Whistlebury Walk was built in phases in 1999, 2001-2004 and 2014-2015 by the sponsor and renovated in 2014-2015 and consists of 127 units with a total of 482 beds. Whistlebury & Whistlebury Walk was renovated from 2014-2015 with the sponsor investing approximately $1.5 million to renovate 69 four-bedroom units, including new granite countertops, kitchen and bathroom cabinets, stainless steel kitchen appliances and light fixtures. Twelve new four-bedroom units atop two levels of structured parking were completed in August 2015. Unit amenities include standard kitchen appliances, a full-size washer/dryer and a ceiling fan. Ground-floor units feature patios, and townhouse units feature a deck. Common amenities include two swimming pools and a leasing management office. In addition, one existing building containing five units was taken off line in 2014 and is in the process of being reconfigured into a student activity center to be completed during the 2015/2016 academic year at a total cost of approximately $1.2 million, which is planned to include a clubhouse, lounge, fitness center and game room. The funds required to complete the student activity center were placed into a reserve at loan origination. Tenants are charged an upfront fee of $350 per bed per year for the use of the student activity center.

 

College Station is located two blocks north of the Georgia College and State University (“GCSU”) campus and within walking distance to downtown Milledgeville. College Station was built in multiple phases from 1988 through 2006 and consists of 105 units with a total of 317 beds. Unit amenities include standard kitchen appliances, a full-size washer/dryer and a ceiling fan. Common amenities include beach volleyball courts, a pool and 357 parking spaces.

 

Waterford Place is located approximately 2/3 mile south of downtown Athens and 1/4 mile east of the UGA campus. Waterford Place was built in 1992 and consists of 36 units with a total of 144 beds. Unit amenities include standard kitchen appliances, a full-size washer/dryer and a ceiling fan. Common amenities include a swimming pool and on-site parking. The sponsor invested approximately $192,000 to renovate common areas in 2014-2015. Tenants at Waterford Place will also have use of the student activity center under construction at Whistlebury & Whistlebury Walk for a fee of $350 per bed per year.

 

Each bedroom at the Wallace Student Housing Portfolio Property has its own private bathroom. Leases at the Wallace Student Housing Portfolio Property are for 12 months and are backed by parental guarantees. No concessions are offered at the Wallace Student Housing Portfolio Property. The sponsor has either developed or completed each of the individual properties and has owned each of the individual properties of the Wallace Student Housing Portfolio Property for between 16 and 23 years.

 

The tables below summarize the details of the three properties comprising the Wallace Student Housing Portfolio Property:

 

Property Summary
Property Location Allocated
Cut-off Date
Loan Amount
% of
Total
Loan Balance
Size (Beds)

Year Built 

/Renovated 

Occ % (by bed) Appraised Value Allocated
Cut-off
Date Loan
Amount
per Bed
Whistlebury & Whistlebury Walk Athens, GA $22,400,000 56.0% 482

1999; 2001-2004; 2014-2015 

/2014-2015 

86.7%(1) $32,450,000 $46,473
College Station Milledgeville, GA $11,918,367 29.8% 317 1988; 2004; 2005; 2006/N/A 99.4% $18,250,000 $37,597
Waterford Place Athens, GA $5,681,633 14.2% 144 1992/2014-2015 91.0% $8,700,000 $39,456
Total/Wtd. Avg.   $40,000,000 100.0% 943   91.6%(1) $59,400,000 $42,418

 

Whistlebury & Whistlebury Walk Unit Mix
Unit Type No. of Units Avg. SF No. of Beds No. of Beds Occupied % of Beds Occupied Avg. Monthly Rent (Bed) Avg. Monthly Market Rent (Bed)(2)
Two Bedroom/Two Bath 8 1,166 16 16 100% $530 $604
Three Bedroom/Three Bath 10 1,287 30 30 100% $521 $554
Four Bedroom/Four Bath 109 1,524 436 372 85%(1) $496 $539
Total/Wtd. Avg. 127 1,483 482 418 87%(1) $499 $542

 

College Station Unit Mix
Unit Type No. of Units Avg. SF No. of Beds No. of Beds Occupied % of Beds Occupied Avg. Monthly Rent (Bed) Avg. Monthly Market Rent (Bed) (2)
Two Bedroom/Two Bath 27 900 54 54 100% $445 $471
Three Bedroom/Three Bath 49 1,328 147 146 99% $464 $487
Four Bedroom/Four Bath 29 1,500 116 115 99% $467 $492
Total/Wtd. Avg. 105 1,265 317 315 99% $462 $486

  

Waterford Place Unit Mix
Unit Type No. of Units Avg. SF No. of Beds No. of Beds Occupied % of Beds Occupied Avg. Monthly Rent (Bed) Avg. Monthly Market Rent (Bed) (2)
Four Bedroom/Four Bath 36 1,210 144 131 91% $432 $460
Total/Wtd. Avg. 36 1,210 144 131 91% $432 $460

 

 
(1)Includes 48 newly constructed beds at Whistlebury & Whistlebury Walk which came on line in August 2015. Excluding the 12 newly constructed four-bedroom units, (i) the four bedroom/four bath units at Whistlebury & Whistlebury Walk were 91.0% occupied, (ii) Whistlebury & Whistlebury Walk overall was 91.9% occupied and (iii) the Wallace Student Housing Portfolio Property overall was 94.4% occupied as of September 30, 2015.
   

(2)Based on the appraiser’s concluded market rent.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-69
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

The Market. Whistlebury & Whistlebury Walk and Waterford Place are located in Athens, Clarke County, Georgia, approximately 1/2 mile and 1/4 mile, respectively, from UGA’s main 615-acre campus. UGA was founded in 1785 and offers undergraduate degrees in over 160 fields, master’s degrees in almost 150 fields and doctoral degrees in over 100 fields. UGA is currently constructing a $45 million science learning center set to open in fall 2016. UGA is also recognized for its NCAA Division I sports program, with 21 national championships, including nine since 1999. Enrollment at UGA has been steadily increasing over the last 10 years and has increased 11% since 2003. As of 2014, enrollment at UGA was over 35,000 with over 90% of the students as full time students. UGA currently has 7,618 residence hall beds and 580 family and graduate housing apartments available on campus with no new or planned student housing in development or planning phases. The most recently constructed dorms at UGA were developed in 2004 when 1,200 beds were completed for upper classmen and are the only dorms constructed at UGA within the last 20 years. The appraiser estimated that there are approximately 11,792 beds among 31 student housing properties within the Athens apartment market. In addition, the appraiser identified one student housing project totaling approximately 296 beds which opened in August 2015 and another student housing project totaling approximately 928 beds expected to be completed for the 2016-2017 academic year. Whistlebury & Whistlebury Walk and Waterford Place are located within walking distance of downtown Athens. According to the Athens Downtown Development Authority, the downtown area of Athens features 65 specialty retailers, 55 eateries and 40 taverns/nightspots within less than a 1/2 square mile area. According to an industry report, as of December 31, 2014, the Athens apartment market had a 5.9% vacancy rate with average asking monthly rental rates of $533 for studio units, $621 for one-bedroom units, $686 for two-bedroom units and $867 for three-bedroom units. The appraiser surveyed six competitive student housing properties in Athens which occupancy rates ranged from 95% to 100% and average monthly rent per bed ranged from $407 to $923.

 

College Station is located in Milledgeville, Baldwin County, Georgia, approximately two blocks from the campus of GCSU, the sixth largest university in the state of Georgia. Enrollment at GCSU has been steadily increasing over the last 10 years and has increased 19% since 2005 to over 6,700 students as of fall 2014. According to the appraisal, published analysis of the Milledgeville apartment market is not available. The appraiser conducted a survey of 11 apartment complexes in the Milledgeville apartment market, which survey included approximately 1,500 units and 3,500 bedrooms, and noted that average occupancy was approximately 97%. The appraiser surveyed five competitive student housing properties in Milledgeville which occupancy rates ranged from 99% to 100% and average monthly rent per bed ranged from $583 to $665.

 

Comparable rental properties to Whistlebury & Whistlebury Walk and Waterford Place are shown in the table below:

 

Competitive Property Summary
Property Name/Address Units Beds Year Built Occupancy Average Rent per Unit per Month Average Rent per Bed per Month

909 Broad Street Apartments

909 E. Broad Street

Athens, GA

211 383 2008 98% $1,330

$733

Lodge of Athens

211 North Avenue

Athens, GA

240 480 2003 100% $946 $473

The Connection at Athens

255 The Preserve Drive

Athens, GA

341 877 2008 99% $1,386

$539

The Flats at Carrs Hill

592 Oconee Street

Athens, GA

158 316 2012 100% $1,845 $923

The Ikon

314 Barnett Shoals Road

Athens, GA

127 372 2012 95% $1,623 $554

Townhomes at River Club

400 Timothy Woods

Athens, GA

100 340 1998 100% $1,385 $407

 

 

Source: Appraisal

 

Comparable rental properties to College Station are shown in the table below:

 

Competitive Property Summary
Property Name/Address Units Beds Year Built Occupancy Average Rent per Unit per Month Average Rent per Bed per Month

Bellamy at Milledgeville

145 South Irwin Street

Milledgeville, GA

125 422 2009 100% $2,229

$660

Ivy League Estates

205 Ivey Drive

Milledgeville, GA

28 60 2004 100% $1,264 $590

Magnolia Park

529 West Bypass

Milledgeville, GA

136 444 2006 99% $1,904

$583

The Grove

500 West Franklin Street

Milledgeville, GA

168 492 2006 100% $1,881 $642

The Village at West Campus Apartments

120 West Campus Drive

Milledgeville, GA

237 833 2005 100% $2,337 $665

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-70
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the combined historical operating performance and the Underwritten Cash Flow at the Wallace Student Housing Portfolio Property:

 

Cash Flow Analysis
  2011 2012 2013 2014 UW UW per Unit
Rents in Place(1) $4,641,395 $4,716,607 $5,163,137 $5,130,412 $4,927,825 $5,226
Vacant Income(2) $0 $0 $0 $0 $492,858 $523
Total Recoveries(3) $0 $0 $241,664 $252,740 $259,735 $275
Other Income(4) $0 $0 $0 $182,868 $401,150 $425
Less Vacancy & Credit Loss(5)

$0

$0

$0

$0

($590,793)

($627)

Effective Gross Income $4,641,395 $4,716,607 $5,404,801 $5,566,020 $5,490,776 $5,823
Total Expenses

$1,100,712

$1,105,066

$1,409,813

$1,097,491

$1,992,403

$2,113

Net Operating Income $3,540,683 $3,611,541 $3,994,988 $4,468,529 $3,498,372 $3,710
Capital Expenditures

$0

$0

$0

$0

$94,300

$100

Net Cash Flow $3,540,683 $3,611,541 $3,994,988 $4,468,529 $3,404,072 $3,610
             
Occupancy % 100.0%(6) 100.0%(6) 98.9%(6) 90.3%(6)(7) 91.6%(8)  
NOI DSCR 1.40x 1.43x 1.58x 1.77x 1.39x  
NCF DSCR 1.40x 1.43x 1.58x 1.77x 1.35x  
NOI Debt Yield 8.9% 9.0% 10.0% 11.2% 8.7%  
NCF Debt Yield 8.9% 9.0% 10.0% 11.2% 8.5%  

 

 
(1)Underwritten Rents in Place is based on the rent roll dated September 30, 2015.

 

(2)Vacant Income is based on the vacant beds at the appraiser’s concluded market rent, except for at Whistlebury & Whistlebury Walk, where the sponsor’s market rent was used, which was lower than the appraiser’s conclusion.

 

(3)Total Recoveries is primarily attributed to College Station which recovers utilities from tenants above a baseline level.

 

(4)Other Income includes fees collected from tenants at Whistlebury & Whistlebury Walk and Waterford Place for the use of the student activity center currently under construction at Whistlebury & Whistlebury Walk. Other Income also includes student activity fees of $250 per bed per year charged to tenants of College Station for events and activities held at College Station.

 

(5)Vacancy & Credit Loss is based on an underwritten economic vacancy of 10.4%.

 

(6)Percentage of units occupied.

 

(7)Sixty-nine four-bedroom units at Whistlebury & Whistlebury Walk were renovated in 2014-2015 and common areas at Waterford Place were renovated from 2014-2015.

 

(8)Underwritten physical Occupancy of 91.6% based on the percentage of beds occupied as of the rent roll dated September 30, 2015.

 

Escrows and Reserves. The Wallace Student Housing Portfolio Borrower deposited $39,421 in escrow at loan origination for annual real estate taxes and is required to escrow monthly 1/12 of the annual estimated tax payments. The Wallace Student Housing Portfolio Borrower deposited $48,990 in escrow at loan origination for annual insurance premiums and is required to escrow monthly 1/12 of the annual estimated insurance premiums. The Wallace Student Housing Portfolio Borrower deposited $95,937 in escrow at loan origination for deferred maintenance. The Wallace Student Housing Portfolio Borrower is required to make monthly deposits of $7,858 for replacement reserves.

 

The Wallace Student Housing Portfolio Borrower deposited $1,364,250 into a reserve (the “New Improvements Reserve”) at loan origination for outstanding costs associated with completing the student activity center at Whistlebury & Whistlebury Walk. So long as no default is continuing, the lender is required, to the extent funds are available within the New Improvements Reserve, to disburse to the Wallace Student Housing Portfolio Borrower the amount paid or incurred in completing the student activity center. If the lender determines (a) that the amount of the undisbursed portion of the New Improvements Reserve will not be sufficient to pay in full all costs required to complete the student activity center or (b) subject to the provisions regarding the Wallace Student Housing Portfolio Borrower’s right to reallocate among line items in the construction budget upon completion of work related to a particular line item, that any amount shown in any line item will not be sufficient to pay in full the line item to which such amount is allocated, then in either case the lender may demand to the Wallace Student Housing Portfolio Borrower to deposit with the lender funds equal to the insufficiency as determined by the lender in good faith, and the Wallace Student Housing Portfolio Borrower is required to deposit the funds required with the lender within 10 business days after the date of such demand, such funds to be held in the New Improvements Reserve.

 

Lockbox and Cash Management. A springing hard lockbox is in place with respect to the Wallace Student Housing Portfolio Mortgage Loan (i.e., during any Cash Management Period (defined below), the Wallace Student Housing Portfolio Borrower has agreed to establish and maintain a hard lockbox). The Wallace Student Housing Portfolio Mortgage Loan has springing cash management (i.e., the Wallace Student Housing Portfolio Mortgage Loan has cash management only during a Cash Management Period). During the continuance of a Cash Management Period, the lender has the right to direct funds in the lockbox account to an account to be held by the lender as additional security for the Wallace Student Housing Portfolio Mortgage Loan.

 

A “Cash Management Period” will commence upon the occurrence of an event of default under the Wallace Student Housing Portfolio Mortgage Loan and continue until the date on which the event of default under the Wallace Student Housing Portfolio Mortgage Loan is cured to the lender’s satisfaction.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted

 

Release of Property. Provided no event of default is continuing, at any time after September 1, 2017, the Wallace Student Housing Portfolio Borrower may obtain a release of any of the individual properties comprising the Wallace Student Housing Portfolio Property from the lien of the Wallace Student Housing Portfolio Mortgage Loan, provided, among other conditions:

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-71
 

 

MSBAM 2015-C26 Wallace Student Housing Portfolio

 

(i)the Wallace Student Housing Portfolio Borrower partially prepays the Wallace Student Housing Portfolio Mortgage Loan, subject to a yield maintenance payment if applicable, by the amount equal to the greater of (a) 120% of the allocated loan amount with respect to the applicable individual property and (b) 100% of the net sales proceeds of the applicable individual property,

 

(ii)after giving effect to the release of the lien encumbering the applicable property, with respect to the remaining Wallace Student Housing Portfolio Property, (a) the LTV ratio with respect to the remaining properties will be no greater than the lesser of 67.3% and the LTV ratio of the Wallace Student Housing Portfolio Property 30 days prior to the date of the individual property release and (b) the DSCR with respect to the remaining properties will be at least the greater of 1.35x and the DSCR 30 days prior to the date of the individual property release, and

 

(iii)the Wallace Student Housing Portfolio Borrower delivers a rating agency confirmation (if required by the terms of this securitization) and a REMIC opinion to the lender.

 

Terrorism Insurance. The Wallace Student Housing Portfolio Borrower is required to obtain and maintain property insurance, public liability insurance and rental loss and/or business interruption insurance that covers perils of terrorism and acts of terrorism, both foreign and domestic.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-72
 

 

(THIS PAGE INTENTIONALLY LEFT BLANK) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-73
 

 

MSBAM 2015-C26 Skylight Office Tower

 

Mortgage Loan No. 6 – Skylight Office Tower

 

(GRAPHIC) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-74
 

 

MSBAM 2015-C26 Skylight Office Tower

 

Mortgage Loan No. 6 – Skylight Office Tower

 

(MAP) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-75
 

 

MSBAM 2015-C26 Skylight Office Tower

 

Mortgage Loan No. 6 – Skylight Office Tower

 

(MAP) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-76
 

 

MSBAM 2015-C26 Skylight Office Tower

 

Mortgage Loan No. 6 – Skylight Office Tower

  

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance: $27,350,000   Location: Cleveland, OH 44113
Cut-off Date Balance: $27,350,000   General Property Type: Office
% of Initial Pool Balance: 2.6%   Detailed Property Type: CBD
Loan Purpose: Acquisition   Title Vesting: Fee
Sponsor: Judah Hertz; Isaac Hertz; William Hertz; Sarah Hertz Gordon   Year Built/Renovated: 1990/N/A
    Size: 320,793 SF
Mortgage Rate: 4.951151737%   Cut-off Date Balance per Unit: $85
Note Date: 9/17/2015   Maturity Date Balance per Unit: $75
First Payment Date: 11/1/2015   Property Manager: Hertz Investment Group, LLC (borrower related)
Maturity Date: 10/1/2025    
Original Term to Maturity: 120 months    
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 24 months   UW NOI: $3,679,598
Seasoning: 1 month   UW NOI Debt Yield: 13.5%
Prepayment Provisions: LO (25); DEF (91); O (4)   UW NOI Debt Yield at Maturity: 15.2%
Lockbox/Cash Mgmt Status: Hard/Springing   UW NCF DSCR: 2.26x (IO)               1.84x (P&I)
Additional Debt Type: Mezzanine   Most Recent NOI: $3,882,806 (6/30/2015 TTM)
Additional Debt Balance: $5,500,000   2nd Most Recent NOI: $3,419,323 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $3,226,841 (12/31/2013)
Reserves(1)   Most Recent Occupancy: 91.3% (8/1/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 92.7% (12/31/2014)
RE Tax: $426,802 $71,134 N/A   3rd Most Recent Occupancy: 77.9% (12/31/2013)
Insurance: $0 Springing N/A   Appraised Value (as of): $42,650,000 (7/31/2015)
Recurring Replacements: $0 $5,347 N/A   Cut-off Date LTV Ratio: 64.1%
TI/LC: $500,000 $27,083 $1,800,000   Maturity Date LTV Ratio: 56.7%
Other: $2,814,688 $0 N/A  

 

           

  

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $27,350,000 67.0%   Purchase Price(2): $33,112,000 81.2%
Mezzanine Loan: $5,500,000 13.5%   Reserves: $3,741,490 9.2%
Borrower Equity: $7,112,118 17.4%   TI Allowance Payment: $2,267,188 5.6%
Seller Credit: $832,394 2.0%   Tenant Payments: $421,621 1.0%
        Closing Costs(3): $1,252,214 3.1%
Total Sources: $40,794,512 100.0%   Total Uses: $40,794,512 100.0%

 

 
(1)See”—Escrows and Reserves” below for further discussion of reserve requirements.
(2)In addition to the purchase price, the Skylight Office Tower Borrower is responsible for certain costs totaling approximately $4,215,770 associated with the Ulmer & Berne lease renewal effective June 1, 2016. $2,267,188 of this amount was paid by the Skylight Office Tower Borrower to the seller at loan closing. The outstanding amounts due associated with this lease renewal were escrowed at loan closing. In addition, the Skylight Office Tower Borrower escrowed $311,685 to pay for certain parking costs associated with the Ulmer & Berne lease and $350,000 to fund certain common area “bridge repairs.”
(3)Closing Costs include a total of $708,238 in acquisition and finance fees paid to Hertz Acquisition Group, LLC, a sponsor affiliate.

 

The Mortgage Loan. The sixth largest mortgage loan (the “Skylight Office Tower Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $27,350,000 secured by a first priority fee mortgage encumbering a 320,793 SF office property in Cleveland, Ohio (the “Skylight Office Tower Property”). The proceeds of the Skylight Office Tower Mortgage Loan, together with a mezzanine loan (the “Skylight Office Tower Mezzanine Loan”) were used to purchase the Skylight Office Tower Property for a purchase price of approximately $33,112,000, to fund reserves (including $1,948,582 to fund required landlord TI work associated with the Ulmer & Berne lease), reimburse seller funded TI work and leasing commissions of $2,267,188 associated with the Ulmer & Berne lease, fund certain tenant disbursements associated with one new lease and one lease renewal, and to pay closing costs.

 

The Borrower and the Sponsor. The borrower is Skylight Office Tower Holdings, LLC (the “Skylight Office Tower Borrower”), a special-purpose Delaware limited liability company with one independent director. The Skylight Office Tower Borrower is partially owned and controlled by Isaac Hertz, Sarah Hertz Gordon and William Hertz, the nonrecourse carve-out guarantors. William Hertz is a Vice President & Asset Manager for Hertz Investment Group (“HIG”).

 

HIG is a Santa Monica, CA based real estate company founded in 1977 by Judah Hertz. The company has a current portfolio of approximately 52 office and parking properties in 14 states, including the Skylight Office Tower Property and the Fifth Third Center, a 27-story office building also located in downtown Cleveland.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-77
 

 

MSBAM 2015-C26 Skylight Office Tower

 

The Property. The Skylight Office Tower Property is a 320,793 SF, 12-story office building in downtown Cleveland, Ohio. The Skylight Office Tower Property is part of the Tower City Center mixed-use development consisting of the Horseshoe Casino, the Ritz-Carlton Hotel, the Renaissance Hotel, the Avenue at Tower City shopping center, the Terminal Tower, as well as other retail and office uses. The Tower City Center development is located above the Cleveland Regional Transportation Authority (“RTA”) system’s main hub. Parking is provided by an exclusive use agreement for 375 spaces within the below-grade Tower City parking garage, which is not collateral for the Skylight Office Tower Mortgage Loan. The relationships between the various components of the Tower City Center development, including the parking garage, are defined by a reciprocal easement agreement (“REA”) established by affiliates of Forest City Enterprises, Inc., the developer of Tower City Center and an affiliate of the Skylight Office Tower Property’s previous owner.

 

The Skylight Office Tower Property was constructed in 1990 in conjunction with the development of Tower City Center. From 2009 through March 31, 2015, the previous owner invested approximately $7.06 million capital expenditures and tenant improvements into the Skylight Office Tower Property.

 

Major Tenants.

 

Ulmer & Berne (86,956 SF, 27% of NRA, 31% of underwritten base rent). Ulmer & Berne, LLP (“Ulmer & Berne”) leases 86,956 SF at the Skylight Office Tower Property. The lease began on January 23, 2006 with an original expiration date of May 31, 2016; however, the lease was recently extended to December 31, 2026, with two remaining five-year lease extension options. The tenant has a one-time lease termination option effective on May 31, 2023 with at least 12 months’ notice and payment of an approximately $1,401,788 termination fee. Ulmer & Berne is a full-service law firm that represents publicly traded and privately held companies, financial institutions, pharmaceutical companies, hedge funds, private equity funds, international joint venture and affiliations, emerging businesses, public bodies and nonprofit organizations with their litigation and business needs. Founded in Cleveland in 1908, they have offices in Chicago, Cincinnati, Cleveland, and Columbus and are ranked among the National Law Journal’s Top 350 law firms.

 

Sherwin-Williams Company (51,810 SF, 16% of NRA, 16% of underwritten base rent). The Sherwin Williams Company (“Sherwin-Williams”) leases a total of 51,810 SF at the Skylight Office Tower Property. With respect to approximately 39,792 SF, the lease began on April 1, 2014 and has a current expiration date of October 31, 2018 with one three-year lease extension option. With respect to approximately 12,018 SF, the lease began on July 1, 2014 and has a current expiration date of March 31, 2020 with one three-year lease extension option. The Sherwin-Williams Company (NYSE: SHW) manufactures, develops, distributes, and sells paint, coatings and related products to professional, industrial commercial and retail customers. The company operates in four business segments, the Paint Stores Group, the Latin American Coatings Group, the Consumer Group, and the Global Finishes Group. The Paint Stores Group operates over 4,000 stores in the United States, Canada, and the Caribbean, selling Sherwin-Williams branded paints, stains, supplies, equipment and floor coverings. The Latin American Coatings Group operates 276 stores located in Argentina, Brazil, Chile, Colombia, Ecuador, Mexico, Peru and Uruguay. The Consumer Group manages a global supply chain consisting of 65 manufacturing plants and 37 distribution centers. The Global Finishes Group manufactures and sells to a customer base in nearly 100 countries around the world and has 300 company-operated automotive, protective, marine and product finishes branches. Sherwin-Williams maintains its headquarters within the next door Landmark Building, which it owns.

 

Social Security Administration (34,163 SF, 11% of NRA, 15% of underwritten base rent). The United States of America Social Security Administration (“SSA”) leases a total of 34,163 SF at the Skylight Office Tower Property. With respect to approximately 4,885 SF, two leases began on May 2, 2011 and have a current expiration date of May 1, 2016. With respect to 29,278 SF, the lease began on May 2, 2011 and has a current expiration date of May 1, 2021. The SSA space is operated as an office of disability adjudication and review.

 

Townsend Group (29,410 SF, 9% of NRA, 9% of underwritten base rent). Townsend Holdings LLC (“Townsend Group”) leases 29,410 SF at the Skylight Office Tower Property. The lease began on October 1, 2004 for approximately 9,511 SF and has expanded and renewed multiple times. The lease has a current expiration date of December 31, 2019, with one five-year lease extension option. The Townsend Group provides custom real estate consulting services to pension funds, foundations, and endowments worldwide. The firm is headquartered in Cleveland and has an estimated $12.5 billion of assets under management.

 

The following table presents a summary regarding major tenants at the Skylight Office Tower Property:

 

Tenant Summary(1)
Tenant Name Credit Rating (Fitch/Moody’s/S&P)(2) Tenant
SF
Approximate
% of SF
Annual UW
Rent
% of Total Annual UW Rent Annual UW Rent PSF Lease Expiration
Anchor/Major Tenants              
Ulmer & Berne NR/NR/NR 86,956 27% $1,869,554 30% $21.50 12/31/2026(3)
Sherwin-Williams A-/A2/A 51,810 16% $953,967 16% $18.41 10/31/2018 3/31/2020(4)
SSA AAA/Aaa/AA+ 34,163 11% $919,103 15% $26.90 5/1/2016 5/1/2021(5)
Townsend Group NR/NR/NR 29,410 9% $566,143 9% $19.25 12/31/2019
Federal Public Defender AAA/Aaa/AA+ 16,484 5% $430,600 7% $26.12 8/31/2019(6)
Subtotal/Wtd. Avg.   218,823 68% $4,739,367 77% $21.66  
               
Other Tenants   66,671 21% $1,394,626 23% $20.92
Vacant Space   35,299 11% $0 0% $0.00  
Total/Wtd. Avg.   320,793 100% $6,133,993 100% $21.49  

 

 
(1)Information is based on the underwritten rent roll.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)The Ulmer & Berne tenant may terminate its lease effective May 31, 2023 with 12 months’ notice and payment of a lease termination fee.
(4)Approximately 39,792 SF of the Sherwin-Williams space has a lease expiration date of October 31, 2018, and approximately 12,018 SF of the Sherwin-Williams space has a lease expiration date of March 31, 2020.
(5)Approximately 4,885 SF of the SSA space has a lease expiration date of May 1, 2016, and approximately 29,278 SF of the SSA space has a lease expiration date of May 1, 2021.
(6)The Federal Public Defender tenant may terminate its lease at any time with 90 days’ notice.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-78
 

 

MSBAM 2015-C26 Skylight Office Tower

 

The following table presents certain information relating to the lease rollover schedule at the Skylight Office Tower Property: 

 

Lease Rollover Schedule(1)(2)
Year # of Leases Rolling SF Rolling UW Rent PSF
Rolling(3)
Approx. % of Total SF Rolling Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of Total Rent Rolling Approx. Cumulative % of Total Rent Rolling
MTM 2 0 $0.00 0% 0% $9,600 0% 0%
2015 3 10,385 $22.46 3% 3% $233,266 4% 4%
2016 3 4,885 $27.70 2% 5% $135,306 2% 6%
2017 2 3,149 $17.73 1% 6% $55,819 1% 7%
2018 5 50,637 $18.67 16% 22% $945,314 15% 22%
2019 10 78,690 $21.03 25% 46% $1,654,650 27% 49%
2020 2 21,514 $20.52 7% 53% $441,441 7% 57%
2021 1 29,278 $26.95 9% 62% $789,042 13% 70%
2022 0 0 $0.00 0% 62% $0 0% 70%
2023 0 0 $0.00 0% 62% $0 0% 70%
2024 0 0 $0.00 0% 62% $0 0% 70%
2025 0 0 $0.00 0% 62% $0 0% 70%
2026 3 86,956 $21.50 27% 89% $1,869,554 30% 100%
2027 0 0 $0.00 0% 89% $0 0% 100%
2028 & Beyond 0 0 $0.00 0% 89% $0 0% 100%
Vacant 0 35,299 $0.00 11% 100% $0 0% 100%
Total/Wtd. Avg. 31 320,793 $21.49 100%   $6,133,993 100%  

 

 
(1)Information is based on the underwritten rent roll.
(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.
(3)Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant space.

 

The Market. The Skylight Office Tower Property is located in the Cleveland, Ohio central business district, within the Tower City Center mixed-use development. The Cleveland Office market contains approximately 35.5 million SF in 311 buildings. The overall market vacancy rate as of March 31, 2015 was 23.1% with an average asking rental rate of $19.12 PSF, while Class A buildings had an average vacancy rate of 20.2% and an average asking rental rate of $21.51 PSF. As of March 31, 2015, the downtown Class A average vacancy rate was 21.4%, with an average asking rental rate of $21.15 PSF. The competitive property estimated vacancy rate was 14.6%. According to the appraisal, there is one planned office addition to the downtown Cleveland market totaling 201,600 SF within the “Nucleus Project.”

 

The following table presents leasing data at competitive office properties with respect to the Skylight Office Tower Property:

 

Competitive Property Summary
Property
Name/Address
Property Size (SF) Year
Built
Occ. Tenant Name Lease Size
(SF)
Lease
Date
Lease
Term (Yrs.)
Rent PSF/Yr. Free Rent (mos.) TIs
Flats East Bank Phase 1
950 Main Avenue
Cleveland, OH
474,051 2013 89.5% Confidential 25,000 7/2013 12.0 $29.25 6 $65
Key Tower
127 Public Square,
Cleveland, OH
1,316,942 1991 82.0% Confidential 4,000 4Q 2012 10.8 $27.00 10 $60
200 Public Square
200 Public Square,
Cleveland, OH
1,264,089 1985 87.0% Cyprium Partners 10,063 5/2012 7.0 $23.75 6.5 $20
North Point Tower
1001 Lakeside Avenue,
Cleveland, OH
590,795 1990 61.4% Confidential 21,132 6/2014 11.0 $18.79 N/A N/A
US Bank Centre
1350 Euclid Avenue
Cleveland, OH
262,352 1990 93.6% Confidential 2,919 3/2013 10.0 $21.00 0 N/A
Fifth Third Centre
600 Superior Avenue
Cleveland, OH
508,397 1991 76.8% Confidential 22,179 9/2013 4.3 $22.31 4 N/A

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-79
 

 

MSBAM 2015-C26 Skylight Office Tower

 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Cash Flow at the Skylight Office Tower Property:

 

Cash Flow Analysis
  2010 2011 2012 2013 2014 6/30/2015 TTM UW UW PSF
Base Rent(1) $6,683,802 $6,982,587 $6,860,359 $6,885,265 $5,751,445 $6,248,861 $6,944,784 $21.65
Total Recoveries $453,955 $483,215 $523,632 $464,959 $538,321 $539,163 $557,177 $1.74
Other Income(2) $243,890 $318,271 $299,231 $247,351 $169,590 $187,778 $160,128 $0.50
Discounts Concessions $0 $0 $0 $0 $0 $0 $0 $0.00
Less Vacancy & Credit Loss

($1,756,606)

($1,183,840)

($1,241,846)

($1,349,517)

$0

$0

($728,844)

($2.27)

Effective Gross Income $5,625,041 $6,600,234 $6,441,376 $6,248,059 $6,459,356 $6,975,802 $6,933,245 $21.61
Total Expenses(3)

$2,662,733

$2,898,227

$2,889,940

$3,021,217

$3,040,033

$3,092,996

$3,253,648

$10.14

Net Operating Income $2,962,309 $3,702,007 $3,551,436 $3,226,841 $3,419,323 $3,882,806 $3,679,598 $11.47
Capital Expenditures $1,381,460 $2,333,337 $340,286 $820,551 $3,415,325 $0 $64,159 $0.20
TI/LC $0 $0 $0 $0 $0 $0 $564,596 $1.76
TI/LC Reserve Offset(4)

$0

$0

$0

$0

$0

$0

($50,000)

($0.16)

Net Cash Flow $1,580,849 $1,368,670 $3,211,151 $2,406,290 $3,997 $3,882,806 $3,100,843 $9.67
                 
Occupancy % 75.6% 86.3% 77.1% 77.9% 92.7% 96.5%(5) 90.0%  
NOI DSCR 1.75x 2.19x 2.10x 1.91x 2.02x 2.30x 2.18x  
NCF DSCR 0.94x 0.81x 1.90x 1.42x 0.00x 2.30x 1.84x  
NOI Debt Yield 10.8% 13.5% 13.0% 11.8% 12.5% 14.2% 13.5%  
NCF Debt Yield 5.8% 5.0% 11.7% 8.8% 0.0% 14.2% 11.3%  

 

 
(1)2014 and 6/30/2015 TTM Base Rent is net of vacancy. Contractual rent steps through July 31, 2016 totaling approximately $60,407 are included in underwritten Base Rent.
(2)Other income primarily includes service charges and utility income.
(3)Real estate taxes are underwritten based on the current tax increment finance (“TIF”) agreement, which is expected to expire after the 2016 tax year (in 2017). Upon expiration of the TIF, annual real estate taxes are expected to increase in 2018 from the approximately $853,604 currently billed to approximately $1,025,709, per the appraisal. Leases at the Skylight Office Tower Property generally require tenants to reimburse the Skylight Office Tower Borrower for increased real estate taxes.
(4)The Skylight Office Tower Borrower deposited $500,000 into the TI/LC account at loan closing. The reserve is utilized as an offset to the underwritten TI/LC expenses over the 10-year loan term.
(5)The 6/30/2015 TTM occupancy rate is based on a May 1, 2015 rent roll.

 

Escrows and Reserves. The Skylight Office Tower Borrower deposited $426,802 in escrow for annual real estate taxes at loan origination and is required to escrow monthly 1/12 of the annual estimated tax payments. The Skylight Office Tower Borrower is required to escrow monthly 1/12 of the annual estimated insurance premiums (unless the Skylight Office Tower Borrower maintains insurance under an acceptable blanket insurance policy). The Skylight Office Tower Borrower is required to make monthly deposits of $5,347 for replacement reserves. The Skylight Office Tower Borrower deposited $500,000 in escrow at loan origination for TI/LC reserves and is required to make monthly deposits of $27,083 for TI/LC reserves, provided, however, such monthly deposits are not required if the funds in such TI/LC reserve equal or exceed $1,800,000. The Skylight Office Tower Borrower deposited $204,420 in escrow at loan origination for the following tenant amounts: (x) $4,369 with respect to free rent for August 2016 for the tenant Kuenzi & Corrado, (y) $30,960 to pay for the cost of providing two parking spaces for the remaining lease term for the tenant Social Security Administration (GSA), and (z) $32,441 for outstanding leasing commissions and $136,650 for outstanding tenant improvements due under the Lowe Eklund Wakefield LLP lease. The Skylight Office Tower Borrower deposited $350,000 in escrow at loan origination for the payment of the estimated amount of the Skylight Office Tower Borrower’s share of certain costs of inspection and repair of pedestrian bridges required to be paid by it under an agreement among the owners of the Tower City Complex in which the Skylight Office Tower Property is located. The Skylight Office Tower Borrower deposited $1,948,582 in escrow at loan origination for payment of landlord work and outstanding tenant improvement allowances required pursuant to its lease with Ulmer & Berne, which funds are not collateral for the Skylight Office Tower Mortgage Loan and which the lender under the Skylight Office Tower Mortgage Loan is required to disburse upon receipt of (1) a borrower certification and (2) with respect to final disbursement of landlord work funds, an executed estoppel from Ulmer & Berne stating that it is in occupancy, paying full rent, has accepted all landlord work and no further allowances exist. The Skylight Office Tower Borrower also deposited $311,685 in escrow at loan origination for costs associated with certain parking agreements with Ulmer & Berne, which are required to be applied to pay such costs.

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the Skylight Office Tower Mortgage Loan. The Skylight Office Tower Mortgage Loan has springing cash management (i.e. the Skylight Office Tower Mortgage Loan has cash management only after the initial occurrence of a Cash Sweep Period). After the occurrence of a Cash Sweep Period for the Skylight Office Tower Mortgage Loan, funds in the lockbox account are required to be applied on each monthly payment date to pay debt service on the Skylight Office Tower Mortgage Loan, to fund the required reserves deposits as described above under “—Escrows and Reserves,” to disburse, provided no event of default has occurred, to the Skylight Office Tower Borrower the monthly amount payable for operating expenses not otherwise paid or reserved for as described above under “—Escrows and Reserves” and referenced in the annual budget approved by lender together with other amounts incurred by the Skylight Office Tower Borrower in connection with the operation and maintenance of the Skylight Office Tower Property reasonably approved by lender, to pay, provided no event of default under the Skylight Office Tower Mortgage Loan has occurred, debt service due on the Skylight Office Tower Mezzanine Loan (as defined below), and to disburse any excess to the Skylight Office Tower Borrower; provided, that if a Cash Sweep Period is in effect, then any excess will be remitted either (x) if the Cash Sweep Period was caused solely by an event of default under the Skylight Office Tower Mezzanine Loan, to the lender under the Skylight Office Tower Mezzanine Loan or (y) if the Cash Sweep Period was not caused solely by an event of default under the Skylight Office Tower Mezzanine Loan, to an account to be held by the lender as additional security for the Skylight Office Tower Mortgage Loan (provided, that if a Cash Sweep Period is in effect only due to the DSCR and all funds in the TI/LC reserve have been disbursed, the Skylight Office Tower Borrower may request that funds in such account be disbursed for the same purposes, and upon satisfaction of the same conditions, as the TI/LC reserve).

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-80
 

 

MSBAM 2015-C26 Skylight Office Tower

 

A “Cash Sweep Period” will

 

(i)commence upon the occurrence of an event of default under the Skylight Office Tower Mortgage Loan and continue until the date on which no event of default exists under the Skylight Office Tower Mortgage Loan,

 

(ii)commence upon the occurrence of an event of default under the Skylight Office Tower Mezzanine Loan (as defined below) and continue until the date on which the lender receives written notice from the related mezzanine lender that no event of default exists under the Skylight Office Tower Mezzanine Loan,

 

(iii)commence upon the date the lender determines that the DSCR on the Skylight Office Tower Mortgage Loan (based on the Skylight Office Tower Mortgage Loan and Skylight Office Tower Mezzanine Loan aggregate debt service) is less than 1.10x for six consecutive calendar months and continue until the date the lender determines that the DSCR on the Skylight Office Tower Mortgage Loan (based on such aggregate debt service) has been equal to or greater than 1.10x for the immediately preceding six consecutive calendar months,

 

(iv)commence upon the date Ulmer & Berne files for bankruptcy or becomes involved in an insolvency proceeding and continue until such filing has been dismissed or if adjudicated a bankrupt or insolvent Ulmer & Berne has emerged from bankruptcy or insolvency, assumed its lease, remained open for business at the Skylight Office Tower Property for six consecutive months and delivered a reasonably acceptable estoppel certificate to the lender under the Skylight Office Tower Mortgage Loan, or

 

(v)commence upon the date the Ulmer & Berne lease is terminated or cancelled (including any rejection of such lease in a bankruptcy or similar proceeding) and continue until the space occupied by Ulmer & Berne is (1) re-leased to one or more replacement tenants, and on terms, reasonably satisfactory to the lender, for a term of not less than five years, and any termination rights under such replacement lease(s) related to taking possession of the premises, completion of landlord’s work or other contingencies have been satisfied or waived, and (2) such replacement tenants have taken possession of the premises, opened for business and commenced paying full unabated rent (or the Skylight Office Tower Borrower deposited the full amount of any rent abatement with lender), as evidenced by an estoppel certificate reasonably acceptable to the lender under the Skylight Office Tower Mortgage Loan.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. The “Skylight Office Tower Mezzanine Loan” refers to a loan in the principal amount of $5,500,000 made to Skylight Office Tower Mezzanine, LLC, a Delaware limited liability company, secured by 100% of the direct or indirect equity interest in the Skylight Office Tower Borrower and put in place simultaneously with the origination of the Skylight Office Tower Mortgage Loan. The Skylight Office Tower Mezzanine Loan and the Skylight Office Tower Mortgage Loan are subject to an intercreditor agreement between the Skylight Office Tower Mortgage Loan lender and the related mezzanine lender. The Skylight Office Tower Mezzanine Loan was transferred to SMHF Cayman Hotel, LLC on September 24, 2015.

 

The following table presents certain information relating to the Skylight Office Tower Mezzanine Loan:

 

Mezzanine Debt Summary
Mezzanine Debt
Original Principal
Balance
Mezzanine Debt Interest Rate Original Term to Maturity (mos.) Original Amort. Term (mos.)

 

 

Original IO Term (mos.)

Total Debt
UW NCF
DSCR
Total Debt
UW NOI
Debt Yield
Total Debt
Cut-off
Date LTV
$5,500,000 10.25% 120 360 24 1.33x 11.2% 77.0%

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Skylight Office Tower Borrower is required to obtain insurance against acts of terrorism or other similar acts or events (or “fire following”) to the extent such insurance is available in form and substance satisfactory to, and in an amount determined by, the lender (but in no event more than the sum of 100% of full replacement cost and 12 months of business interruption insurance). Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any extension thereof or other federal government program with substantially similar protection) is in effect, the lender is required to accept terrorism insurance which covers “covered acts” (as defined by such statute or other program), as full compliance as it relates to the risks required to be covered pursuant to the preceding sentence, so long as such statute or other program covers both domestic and foreign acts of terrorism.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-81
 

 

MSBAM 2015-C26 Market Square Plaza

 

Mortgage Loan No. 7 – Market Square Plaza

 

 (GRAPHIC)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-82
 

 

MSBAM 2015-C26 Market Square Plaza

 

Mortgage Loan No. 7 – Market Square Plaza

 

 (MAP)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-83
 

 

MSBAM 2015-C26 Market Square Plaza

 

Mortgage Loan No. 7 – Market Square Plaza

 

 (MAP)

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-84
 

 

MSBAM 2015-C26 Market Square Plaza

 

Mortgage Loan No. 7 – Market Square Plaza

 

               
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: SMF III   Single Asset/Portfolio: Single Asset
Original Balance: $26,350,000   Location: Harrisburg, PA 17101
Cut-off Date Balance: $26,350,000   General Property Type: Office
% of Initial Pool Balance: 2.5%   Detailed Property Type: CBD
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Gary S. Brandeis; Anthony A. Pascotti   Year Built/Renovated: 2005/N/A
Mortgage Rate: 4.700%   Size: 172,629 SF
Note Date: 10/1/2015   Cut-off Date Balance per Unit: $153
First Payment Date: 11/6/2015   Maturity Date Balance per Unit: $131
Maturity Date: 10/6/2025   Property Manager: Property Management, Inc.
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 24 months   UW NOI: $2,266,639
Seasoning: 1 month   UW NOI Debt Yield: 8.6%
Prepayment Provisions: LO (25); DEF (89); O (6)   UW NOI Debt Yield at Maturity: 10.0%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.70x (IO)          1.30x (P&I)
Additional Debt Type: N/A   Most Recent NOI: $2,741,583 (8/31/2015 TTM)
Additional Debt Balance: N/A   2nd  Most Recent NOI: $2,867,931 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd  Most Recent NOI: $2,919,199 (12/31/2013)
Reserves(1)   Most Recent Occupancy: 100.0% (9/29/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 98.6% (12/31/2014)
RE Tax: $296,910 $71,179 N/A   3rd Most Recent Occupancy: 100.0% (12/31/2013)
Insurance: $20,023 $2,860 N/A   Appraised Value (as of): $37,250,000 (8/11/2015)
Deferred Maintenance: $7,500 $0 N/A   Cut-off Date LTV Ratio: 70.7%
Recurring Replacements: $0 $2,158 $129,470   Maturity Date LTV Ratio: 60.9%
TI/LC: $0 $7,193 $500,000      
Other: $267,995 $0 N/A      

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $26,350,000 98.9%   Loan Payoff: $25,154,789 94.5%
Borrower Equity: $281,528 1.1%   Reserves: $592,428 2.2%
        Closing Costs: $884,312 3.3%
Total Sources: $26,631,528 100.0%   Total Uses: $26,631,528 100.0%

 

 
(1)See “—Escrows and Reserves” below for further discussion of reserve requirements.

The Mortgage Loan. The seventh largest mortgage loan (the “Market Square Plaza Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $26,350,000 secured by a first priority fee mortgage encumbering an office property located in Harrisburg, Pennsylvania (the “Market Square Plaza Property”). The proceeds of the Market Square Plaza Mortgage Loan were primarily used to refinance existing debt on the Market Square Plaza Property, fund reserves, pay closing costs and return equity to the Market Square Plaza Borrower (as defined below). A previous loan secured by the Market Square Plaza Property was included in the BACM 2005-6 securitization trust.

The Borrower and the Sponsor. The borrower is Market Square Plaza Associates, L.P. (the “Market Square Plaza Borrower”), a single-purpose Pennsylvania limited partnership with one independent director. The sponsor and nonrecourse carve-out guarantors are Gary S. Brandeis and Anthony A. Pascotti. Mr. Brandeis is the founder and president of Real Estate Capital Management (“RECM”). Mr. Brandeis has 25 years of experience in commercial real estate finance, acquisitions, dispositions and asset management. RECM owns and manages over $150 million of commercial real estate, including 370,000 SF of commercial office space in central Pennsylvania. Mr. Pascotti is the original developer of the Market Square Plaza Property.

The Property. The Market Square Plaza Property, located at 17 North Second Street in Harrisburg, Pennsylvania, consists of a Class A office property totaling 172,629 SF leased to 12 tenants. The Market Square Plaza Property collateral includes an 18-story building, which includes six stories (containing 263 parking spaces) of an eight-story parking garage and was constructed in 2005. The Market Square Plaza Property is situated two blocks from the Susquehanna River waterfront in the downtown Harrisburg central business district. The Pennsylvania State Capital Complex is located three blocks northwest of the Market Square Plaza Property. Access to the Market Square Plaza Property is provided by Interstates 83, 81 and the Pennsylvania Turnpike. The Market Square Plaza Property is also within one-quarter mile of the Harrisburg Amtrak station. The Market Square Plaza Property is connected via enclosed corridors to Whitaker Center, Walnut Street Garage, Walnut Place Office Tower and Strawberry Square. These buildings offer tenants access to many of the government organizations, lobbyists’ offices and political offices located in Harrisburg. The Market Square Plaza Property’s second floor is fully leased to the Hilton Harrisburg for use as additional conference, banquet, reception and classroom space. The Hilton Harrisburg is located adjacent to the Market Square Plaza Property and is internally connected to the building. The Hilton Harrisburg contains 340  

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-85
 

 

MSBAM 2015-C26 Market Square Plaza

guest rooms and recently completed a $9.5 million renovation of its lobby, guest rooms, restaurants and conference center in 2015. The Market Square Plaza Property is part of a condominium with 25 units. The Market Square Plaza Mortgage Loan’s collateral includes 23 condominium units, which comprise floors one and two and floors five through 18 and include parking garage space. Dauphin County owns the remaining two condominium units, which comprise floors three and four and are parking garage space.

The Market Square Plaza Borrower, along with several related entities, is the subject of a pending litigation brought in June 2015 by a brokerage firm claiming it is owed commissions for a prior lease extension and for certain lease extensions or other modifications that may be entered into in the future, in connection with which the brokerage firm is seeking approximately $33,100 in damages from the Market Square Plaza Borrower as well as declaratory judgment requiring the Market Square Plaza Borrower to pay commissions for future lease extensions and other modifications, which the brokerage firm claims could be in excess of $300,000. The Market Square Plaza Borrower reported that the parties have entered into settlement discussions, and the Market Square Plaza Borrower estimates its potential liability to be approximately $350,000.

Major Tenants.

PA Department of Banking (57,432 SF, 33% of NRA, 32% of underwritten base rent). PA Department of Banking leases 57,432 SF at the Market Square Plaza Property pursuant to a lease that commenced on October 1, 2005 and expires on October 31, 2025. The PA Department of Banking is responsible for chartering, licensing, regulating and supervising depository and non-depository financial institutions in Pennsylvania and administering the provisions of most laws authorizing lending and deposit-taking activities. In addition to being at the Market Square Plaza Property since 2005, the tenant most recently exercised an extension option for a term commencing in November 2015 and has no renewal options remaining.

Kirkpatrick & Lockhart (29,066 SF, 17% of NRA, 18% of underwritten base rent). Kirkpatrick & Lockhart leases 29,066 SF at the Market Square Plaza Property pursuant to a lease that commenced on September 1, 2005 and expires on October 31, 2025. Kirkpatrick & Lockhart currently has approximately 740 lawyers, including 310 partners, practicing in offices located in Boston, Dallas, Harrisburg, Los Angeles, Miami, Newark, New York, Pittsburgh, San Francisco and Washington. Kirkpatrick & Lockhart currently represents, or recently has performed projects for, over half of the Fortune 100, 21 of the 25 largest mutual fund complexes or their investment managers, and 18 of the 20 largest U.S. bank holding companies or their affiliates. The practice currently ranks as the 8th largest in the U.S. and the 11th largest worldwide. In addition to being at the Market Square Plaza Property since 2005, the tenant most recently exercised an extension option for a term commencing in September 2015 and has one five-year renewal option remaining. The tenant is entitled to a 50% base rent abatement through the end of December 2015.

Post & Schell (17,667 SF, 10% of NRA, 11% of underwritten base rent). Post & Schell leases 17,667 SF at the Market Square Plaza Property pursuant to a lease that commenced on April 1, 2005 and expires on April 30, 2020. Post & Schell currently has approximately 160 lawyers in six offices located in Philadelphia, Pittsburgh, Harrisburg, Lancaster and Allentown, Pennsylvania, as well as Princeton, New Jersey. Post & Schell provides litigation, corporate, transactional, regulatory, compliance, consulting and educational services locally, regionally, and nationally to a collection of proprietary and not-for-profit industries. In addition to being at the Market Square Plaza Property since April 2005, the tenant most recently exercised an extension option for a term commencing in May 2015 and has one five-year renewal option remaining.

The following table presents a summary regarding major tenants at the Market Square Plaza Property:

Tenant Summary(1)
Tenant Name Credit Rating (Fitch/Moody’s/S&P)(2) Tenant SF Approximate
% of SF
Annual UW Rent % of Total Annual UW Rent Annual UW
Rent PSF(3)
Lease
Expiration
Anchor/Major Tenants              
PA Department of Banking(4) NR/Aa3/AA- 57,432 33% $1,244,923 32% $21.81 10/31/2025
Kirkpatrick & Lockhart(5) NR/NR/NR 29,066 17% $719,384 18% $24.75 10/31/2025
Post & Schell NR/NR/NR 17,667 10% $434,893 11% $24.75 4/30/2020
Subtotal/Wtd. Avg.   104,165 60% $2,399,200 62% $23.13  
               
Other Tenants   68,464 40% $1,496,711 38% $21.90  
Vacant Space   0 0% $0 0% $0.00  
Total/Wtd. Avg.   172,629 100% $3,895,911 100% $22.64  

 

 
(1)Information is based on the underwritten rent roll.
  
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
  
(3)Annual UW Rent PSF does not include storage space.
  
(4)PA Department of Banking may terminate its lease if the governmental function for which its premises are leased is abolished, limited or restricted by legislative act (including a failure of sufficient appropriation by the Pennsylvania General Assembly to make payments due under the lease) or by certain other governmental actions. The tenant must provide one month’s written notice and, if annual appropriations permit, payment of the unamortized portion of $650,352 of renovation costs.
  
(5)Kirkpatrick & Lockhart may terminate its lease with respect to (i) 11,400 SF, effective as of September 1, 2020 or September 1, 2022, by providing one year’s prior written notice and (ii) its entire premises, effective as of September 1, 2022, by providing written notice no later than March 1, 2021, and, in each case, by providing a termination payment in an amount equal to a portion of the tenant’s unamortized allowance, plus the unamortized amount of one month of abated base rent, plus the unamortized lease commission for the terminated portion of the premises.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-86
 

 

MSBAM 2015-C26 Market Square Plaza

 

The following table presents certain information relating to the lease rollover schedule at the Market Square Plaza Property:

 

Lease Rollover Schedule(1)(2)
Year # of Leases Rolling(3) SF Rolling(4) UW Rent PSF Rolling Approx. % of Total SF Rolling Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of Total Rent Rolling Approx. Cumulative % of Total Rent Rolling
MTM 0 0 $0.00 0% 0% $0 0% 0%
2015 0 0 $0.00 0% 0% $0 0% 0%
2016 1 6,505 $20.05 4% 4% $130,438 3% 3%
2017 0 0 $0.00 0% 4% $0 0% 3%
2018 1 10,190 $23.35 6% 10% $237,898 6% 9%
2019 1 2,398 $24.65 1% 11% $59,111 2% 11%
2020 4 38,700 $24.61 22% 33% $950,065 24% 35%
2021 1 5,078 $24.75 3% 36% $125,681 3% 39%
2022 0 0 $0.00 0% 36% $0 0% 39%
2023 0 0 $0.00 0% 36% $0 0% 39%
2024 0 0 $0.00 0% 36% $0 0% 39%
2025 4 103,492 $22.30 60% 96% $2,296,834 59% 98%
2026 1 6,266 $15.30 4% 100% $95,884 2% 100%
2027 0 0 $0.00 0% 100% $0 0% 100%
2028 & Beyond 0 0 $0.00 0% 100% $0 0% 100%
Vacant 0 0 $0.00 0% 100% $0 0% 100%
Total/Wtd. Avg. 13 172,629 $22.64 100%   $3,895,911 100%  

 

 
(1)Information is based on the underwritten rent roll.

 

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the related lease and that are not considered in the rollover schedule.

 

(3)The Market Square Plaza Property has 12 tenants. There are 13 leases rolling due to Stevens & Lee having storage space (184 SF) with a different expiration year than its 16th floor leased space (11,161 SF).

 

(4)Includes storage space which is excluded from the UW Rent PSF Rolling calculation.

The Market. The Market Square Plaza Property is located in Harrisburg, Dauphin County, Pennsylvania. The Market Square Plaza Property is situated in the Central Pennsylvania market. The market’s second quarter 2015 vacancy rate was 8.0%, while asking rent was $17.22 PSF. The Market Square Plaza Property is located within the Harrisburg East submarket, which features 20.9 million SF of office space with a vacancy rate of 7.8% as of the second quarter of 2015. Average asking rent in the Harrisburg East submarket was $17.27 as of the second quarter of 2015. The estimated 2015 population and median household income within Harrisburg were 49,743 people and $45,934, respectively.

The following table reflects the competitive office properties in the Harrisburg CBD:

Competitive Property Summary
Address NRA (SF) Occupancy
300 North 2nd St., Harrisburg, PA 72,000 76%
11 North 3rd St., Harrisburg, PA 1,200,000 95%
1426 North 3rd St., Harrisburg, PA 75,000 94%
8004 Bretz Dr., Harrisburg, PA 87,000 100%
5 Capital Dr., Harrisburg, PA 54,136 90%
19 East Chocolate Ave, Hershey, PA 312,559 100%
4000 Crums Mill Rd, Harrisburg, PA 75,087 74%
4050 Crums Mill Rd, Harrisburg, PA 75,000 77%
4401 Deer Path Rd, Harrisburg, PA 100,00 100%
305 North Front St., Harrisburg, PA 120,000 81%
4135 North Front St., Harrisburg, PA 70,000 100%
4431 North Front St., Harrisburg, PA 75,000 94%
2550 Interstate Dr., Harrisburg, PA 81,859 100%
1800 Linglestown Rd, Harrisburg, PA 52,219 83%
212 Locust St., Harrisburg, PA 74,176 84%
326 Market St., Harrisburg, PA 371,000 100%
400 Market St., Harrisburg, PA 402,996 100%
2601 Market Place St., Harrisburg, PA 65,411 57%
100 Pine St., Harrisburg, PA 94,988 100%
2400 Thea Dr., Harrisburg, PA 208,900 87%

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-87
 

 

MSBAM 2015-C26 Market Square Plaza

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Market Square Plaza Property:

 

Cash Flow Analysis
    2011   2012   2013   2014   8/31/2015 TTM   UW   UW PSF  
Base Rent   N/A   $3,853,916   $3,811,241   $3,871,368   $3,853,576   $3,895,911   $22.57  
Total Recoveries   N/A   $389,665   $255,513   $305,336   $263,106   $152,163   $0.88  
Other Income(1)   N/A   $263,949   $313,347   $230,330   $207,766   $172,920   $1.00  
Less Vacancy & Credit Loss   N/A   $0   $0   $0   $0   ($202,404)   ($1.17)  
Effective Gross Income   N/A   $4,507,529   $4,380,101   $4,407,034   $4,324,448   $4,018,590   $23.28  
Total Operating Expenses   N/A   $1,389,708   $1,460,902   $1,539,104   $1,582,865   $1,751,951   $10.15  
Net Operating Income   N/A   $3,117,821   $2,919,199   $2,867,931   $2,741,583   $2,266,639   $13.13  
Capital Expenditures   N/A   $0   $0   $0   $0   $25,894   $0.15  
TI/LC   N/A   $0   $0   $0   $0   $112,209   $0.65  
Net Cash Flow   N/A   $3,117,821   $2,919,199   $2,867,931   $2,741,583   $2,128,536   $12.33  
                               
Occupancy %   N/A   100.0%   100.0%   98.6%   100.0%   95.0%      
NOI DSCR   N/A   1.90x   1.78x   1.75x   1.67x   1.38x      
NCF DSCR   N/A   1.90x   1.78x   1.75x   1.67x   1.30x      
NOI Debt Yield   N/A   11.8%   11.1%   10.9%   10.4%   8.6%      
NCF Debt Yield   N/A   11.8%   11.1%   10.9%   10.4%   8.1%      

 

 
(1)Other Income includes contractual parking income and miscellaneous fees.

Escrows and Reserves. The Market Square Plaza Borrower is required to escrow monthly an amount equal to: (i) 1/12 of the estimated annual tax payments, (ii) 1/12 of the estimated annual insurance premiums, (iii) $2,158 for recurring replacements when the reserve is below the cap of $129,470 and (iv) $7,193 for tenant improvements and leasing commissions when the reserve is below the cap of $500,000. At origination, the Market Square Plaza Borrower deposited $296,910 for real estate taxes, $217,995 for tenant outstanding tenant improvement allowances related to tenant Kirkpatrick & Lockhart, $50,000 for an insolvency opinion reserve, $20,023 for insurance premiums and $7,500 for deferred maintenance. A non-consolidation opinion was delivered post-closing.

Lockbox and Cash Management. The Market Square Plaza Mortgage Loan is structured with a springing lockbox and springing cash management. During the continuance of a Sweep Event Period, the Market Square Plaza Borrower is required to direct tenants to deposit all revenues into the lockbox account controlled by the lender. During the continuance of a Sweep Event Period, all sums on deposit in the lockbox account are required to be swept on a daily basis into a cash management account for the payment of, among other things, debt service, monthly escrows and property operating expenses, with any excess cash to be held by the lender as additional security for the Market Square Plaza Mortgage Loan.

A “Sweep Event Period” will

(i)commence upon the occurrence of an event of default under the Market Square Plaza Mortgage Loan and continue until such event of default is no longer continuing,
(ii)commence upon the DSCR, calculated based on the trailing 12 calendar months, being less than 1.10x and continue until the DSCR, calculated based on the trailing 12 calendar months, for two consecutive calendar quarters thereafter is equal to or greater than 1.20x,
(iii)commence if either PA Department of Banking or Kirkpatrick & Lockhart fails to extend the term of its related lease for at least five years on or before October 31, 2024 and continue until (x) an approved lease extension for no less than five years is entered into or (y)(a) one or more satisfactory replacement tenants enter into leases for no less than five years for at least 85% of the related space and (b) the Market Square Plaza Property maintains a DSCR equal to or greater than 1.25x and a debt yield equal to or greater than 7.75%,
(iv)commence if either PA Department of Banking or Kirkpatrick & Lockhart defaults under its related lease and continue until the related tenant has cured all defaults under its lease,
(v)commence if either PA Department of Banking or Kirkpatrick & Lockhart goes dark and continue (x) until the related tenant resumes operations in the entirety of its leased space for two consecutive calendar quarters or (y)(a) one or more satisfactory replacement tenants enter into leases for no less than five years for at least 85% of the related space and (b) the Market Square Plaza Property maintains a DSCR equal to or greater than 1.25x and a debt yield equal to or greater than 7.75%,
(vi)commence if either PA Department of Banking or Kirkpatrick & Lockhart sublets 25% or more of its related leased space at the Market Square Plaza Property and continue until (a) one or more satisfactory replacement tenants enter into leases for no less than five years for at least 85% of the related space and (b) the Market Square Plaza Property maintains a DSCR equal to or greater than 1.25x and a debt yield equal to or greater than 7.75%,
(vii)commence if either PA Department of Banking or Kirkpatrick & Lockhart gives notice to vacate or vacates 10% or more of its related leased space and continue until the related (x) tenant delivers written notice withdrawing its intent to vacate or resumes operations in the entirety of its lease space for two consecutive calendar quarters, or (y)(a) one or more satisfactory replacement tenants enter into leases for no less than five years for at least 85% of the related space and (b) the Market Square Plaza Property maintains a DSCR equal to or greater than 1.25x and a debt yield equal to or greater than 7.75%, or

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Market Square Plaza

(viii)commence if either PA Department of Banking or Kirkpatrick & Lockhart becomes a debtor in any bankruptcy or other insolvency proceeding and continue until (x) the related lease has been affirmed and the bankruptcy or insolvency proceeding has terminated or (y)(a) one or more satisfactory replacement tenants enter into leases for no less than five years for at least 85% of the related space and (b) the Market Square Plaza Property maintains a DSCR equal to or greater than 1.25x and a debt yield equal to or greater than 7.75%.

Additional Secured Indebtedness (not including trade debts). Not permitted.

Mezzanine Loan and Preferred Equity. Not permitted.

Release of Property. Not permitted.

Terrorism Insurance. The Market Square Plaza Borrower is required to obtain terrorism insurance for domestic and foreign acts of terrorism (as defined in the Terrorism Risk Insurance Program Reauthorization Act of 2007) in an amount equal to full replacement cost of the Market Square Plaza Property and business interruption insurance for 18 months.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

Mortgage Loan No. 8 – Coastal Equities Retail Portfolio

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

 

Mortgage Loan No. 8 – Coastal Equities Retail Portfolio

 

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

Mortgage Loan No. 8 – Coastal Equities Retail Portfolio

               
Mortgage Loan Information   Mortgaged Property Information(3)
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Portfolio
Original Balance(1): $24,000,000   Location: Various
Cut-off Date Balance(1): $24,000,000   General Property Type: Retail
% of Initial Pool Balance: 2.3%   Detailed Property Type: Anchored/Unanchored/Freestanding
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: EH Scott, LLC   Year Built/Renovated: Various
Mortgage Rate: 4.605%   Size: 3,458,225 SF
Note Date: 6/9/2015   Cut-off Date Balance per Unit(1): $49
First Payment Date: 8/1/2015   Maturity Date Balance per Unit(1): $44
Maturity Date: 7/1/2025   Property Manager: EH Scott, LLC (borrower related)
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months   Underwriting and Financial Information(3)
IO Period: 48 months   UW NOI: $17,127,145
Seasoning: 4 months   UW NOI Debt Yield(1): 10.1%
Prepayment Provisions: LO (28); DEF (85); O (7)   UW NOI Debt Yield at Maturity(1): 11.3%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR(1): 1.96x (IO)          1.48x (P&I)
Additional Debt Type: Pari Passu   Most Recent NOI: $18,055,385 (3/31/2015 TTM)
Additional Debt Balance: $145,000,000   2nd Most Recent NOI: $17,731,254 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $17,353,008 (12/31/2013)
Reserves(2)   Most Recent Occupancy: 92.2% (5/1/2015-5/21/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 92.0% (12/31/2014)
RE Tax: $930,865 $186,173 N/A   3rd Most Recent Occupancy: 90.5% (12/31/2013)
Insurance: $0 Springing N/A   Appraised Value (as of)(4): $233,250,000
Deferred Maintenance: $3,380,981 $0 N/A   Cut-off Date LTV Ratio(1): 72.5%
Recurring Replacements: $0 $52,916 N/A   Maturity Date LTV Ratio(1): 65.2%
TI/LC: $2,000,000 Springing $1,500,000      
Other: $1,222,250 $0 N/A  

 

  

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount(1): $169,000,000 100.0%   Loan Payoff: $115,316,891 68.2%
        Reserves: $7,534,096 4.5%
        Closing Costs(5): $2,306,526 1.4%
        Return of Equity: $43,842,487 25.9%
Total Sources: $169,000,000 100.0%   Total Uses: $169,000,000 100.0%

 

 

(1)The Coastal Equities Retail Portfolio Mortgage Loan is part of the Coastal Equities Retail Portfolio Non-Serviced Loan Combination, which is comprised of 10 pari passu notes with an aggregate Cut-off Date principal balance of $169,000,000. The Cut-off Date Balance per Unit, Maturity Date Balance per Unit, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the Coastal Equities Retail Portfolio Non-Serviced Loan Combination.

 

(2)See “—Escrows and Reserves” below for further discussion of reserve requirements.

 

(3)Mortgaged Property Information and Underwriting and Financial Information are based on a combination or sum of all 25 retail centers that comprise the Coastal Equities Retail Portfolio Property.

 

(4)The appraised value represents the “portfolio value” conclusion. The sum of the values on a stand-alone basis is $222,450,000. The Cut-off Date LTV Ratio and Maturity Date LTV Ratio based on the appraised value on a stand-alone basis are 76.0% and 68.3%, respectively. There are no collateral partial release provisions within the terms of the Coastal Equities Retail Portfolio Mortgage Loan.

 

(5)Closing costs include approximately $548,457 of real estate taxes paid at loan closing.

 

The Mortgage Loan. The eighth largest mortgage loan (the “Coastal Equities Retail Portfolio Mortgage Loan”) is part of a non-serviced loan combination (the “Coastal Equities Retail Portfolio Non-Serviced Loan Combination”) evidenced by 10 pari passu promissory notes with an aggregate Cut-off Date principal balance of $169,000,000, all of which are secured by first priority fee mortgages encumbering 22 anchored shopping centers, two unanchored shopping centers, and one free-standing Home Depot store in 14 states (collectively, the “Coastal Equities Retail Portfolio Property”). Promissory Notes A-6 and A-10, in the aggregate original principal amount of $24,000,000, collectively represent the Coastal Equities Retail Portfolio Mortgage Loan, and Promissory Notes A-1, A-2, A-3, A-4, A-5, A-7, A-8 and A-9, in the aggregate original principal amount of $145,000,000, collectively represent the “Coastal Equities Retail Portfolio Non-Serviced Companion Loan.” A portion of the Coastal Equities Retail Portfolio Non-Serviced Companion Loan, represented by Promissory Notes A-1, A-2, A-3 and A-7 in the original principal amount of $85,000,000, was contributed to the MSBAM 2015-C24 securitization trust, and the remaining portion of the Coastal Equities Retail Portfolio Non-Serviced Companion Loan, represented by Promissory Notes A-4, A-5, A-8 and A-9 in the original principal amount of $60,000,000, was contributed to the MSBAM 2015-C25 securitization trust. The Coastal Equities Retail Portfolio Non-Serviced Loan Combination will be serviced pursuant to the MSBAM 2015-C24 pooling and servicing agreement. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Coastal Equities Retail Portfolio Non-Serviced Loan

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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Combination” and “Servicing of the Mortgage Loans—Additional Matters Relating to the Servicing of the Non-Serviced Mortgage Loans” in the Free Writing Prospectus.

  

The proceeds of the Coastal Equities Retail Portfolio Non-Serviced Loan Combination were primarily used to refinance 24 previous loans secured by 24 of the shopping centers comprising part of the Coastal Equities Retail Portfolio Property, which loans totaled approximately $115,316,891 at the time of payoff, inclusive of defeasance costs. The remaining shopping center comprising part of the Coastal Equities Retail Portfolio Property was previously unencumbered. The shopping centers were purchased by the Coastal Equities Retail Portfolio Borrower, or its affiliates, on various dates from January 2001 to April 2013, for a total purchase price of approximately $160,815,500.

 

The Borrower and the Sponsor. The borrowers are 24 recycled and one newly formed single-purpose limited liability companies (collectively, the “Coastal Equities Retail Portfolio Borrower”) incorporated in 13 different states. The Coastal Equities Retail Portfolio Borrower is 100% owned by Coastal Equities Holding, LLC (“Coastal Equities”) which is 99% owned by 111 investors, none of which has greater than 7% ownership. Coastal Equities, the managing member of the Coastal Equities Retail Portfolio Borrower, has two independent directors. Edward Ross, Scott Ross and Howard Arnberg, the owners of EH Scott, LLC, are the nonrecourse carve-out guarantors. Messrs. Ross and Arnberg are the principals of Coastal Equities, a Weston, Florida-based real estate investment, development, and syndication firm founded in 1975. Coastal Equities currently operates approximately 40 retail centers in 16 states.

 

The Property. The Coastal Equities Retail Portfolio Property consists of 22 anchored neighborhood shopping centers, two unanchored neighborhood shopping centers and one free-standing Home Depot store located across 14 states and 20 different markets. The top three state concentrations based on allocated Cut-off Date loan amount are North Carolina at approximately 21%, Tennessee at approximately 11% and Ohio at approximately 10%. The individual centers are listed below by descending allocated Cut-off Date loan amount. The Coastal Equities Retail Portfolio Property totals approximately 3,458,225 SF and is leased to over 250 separate tenants pursuant to approximately 350 different leases. See “—Major Portfolio Tenants (by underwritten base rents)” below for further discussion of the top five tenant concentrations. There are no collateral partial release provisions within the terms of the Coastal Equities Retail Portfolio loan documents.

 

Property Summary
Property Location Size (SF) Occ. % Allocated Cut-off
Date Loan
Amount(1)
% of
Allocated
Loan Amount
Year Built/
Renovated
Appraised
Value(2)
Home Depot Detroit, MI 139,056 100.0% $15,000,000 8.9% 1998/2002 $20,184,592
Glenwood Plaza Oneida, NY 219,211 93.6% $12,700,000 7.5% 1989/N/A $20,866,150
Rodney Village Dover, DE 211,299 100.0% $12,600,000 7.5% 1994/N/A $15,728,254
Westown Square Cleveland, OH 176,722 99.1% $12,300,000 7.3% 1987/N/A $16,671,949
Plaza North Terre Haute, IN 269,671 93.1% $11,800,000 7.0% 1965;1997/N/A $14,260,283
Mattatuck Plaza Waterbury, CT 146,930 86.3% $11,000,000 6.5% 1978/2009 $14,889,413
Ahoskie Commons Ahoskie, NC 193,557 93.3% $8,600,000 5.1% 1992/N/A $10,957,350
Athens Town Center Athens, AL 209,124 95.4% $8,000,000 4.7% 1988/N/A $11,271,915
Northeast Plaza Greensboro, NC 110,956 95.4% $8,000,000 4.7% 1959/2000 $10,590,357
Summer Commons Memphis, TN 139,785 96.4% $6,600,000 3.9% 1974/2008 $9,541,807
Henderson Marketplace Henderson, NC 89,100 94.0% $6,500,000 3.8% 1991/N/A $8,702,967
Boulevard Plaza Wilson, NC 110,841 77.8% $6,200,000 3.7% 1965/N/A $7,785,486
Hungarybrook Richmond, VA 87,190 96.5% $6,000,000 3.6% 1988/N/A $9,227,242
Cummings Park Plaza Burlington, NC 199,011 79.5% $5,500,000 3.3% 1963/N/A $6,972,859
Market At Riverdale Bend Memphis, TN 157,695 100.0% $5,000,000 3.0% 1998/N/A $7,339,852
Northland Plaza Bath Township, OH 168,864 80.8% $4,700,000 2.8% 1960/N/A $5,871,881
Cordele Corners Cordele, GA 120,868 73.7% $4,600,000 2.7% 1986/N/A $7,025,287
Anniston Plaza Anniston, AL 159,565 99.2% $4,200,000 2.5% 1965/N/A $6,501,011
Centre Plaza Clinton, TN 100,442 82.6% $4,000,000 2.4% 1989/N/A $6,291,301
Homosassa Square Homosassa, FL 85,448 80.0% $4,000,000 2.4% 1981/N/A $5,871,881
Meeting Square Center Jefferson City, TN 92,845 100.0% $3,000,000 1.8% 1984/N/A $4,613,621
Plank Plaza Baton Rouge, LA 62,141 100.0% $2,700,000 1.6% 1987/N/A $3,355,361
Laurens Plaza Laurens, SC 97,946 96.8% $2,500,000 1.5% 1989/N/A $3,276,719
Pelham Plaza Jacksonville, AL 72,500 95.2% $2,000,000 1.2% 1974/N/A $3,171,864
Collins Park Commons Plant City, FL 37,458 97.3% $1,500,000 0.9% 1989/N/A $2,280,597
Total/Wtd. Avg.   3,458,225 92.2% $169,000,000 100.0% $233,250,000

 

 

(1)The Allocated Cut-off Date Loan Amount represents the allocated loan amount for the entire Coastal Equities Retail Portfolio Non-Serviced Loan Combination balance.

 

(2)The appraised values are based on the “portfolio value” conclusion.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

Major Portfolio Tenants (by underwritten base rents).

 

Home Depot (139,056 SF, 4% of portfolio NRA, 7% of portfolio underwritten base rent). Home Depot U.S.A., Inc. (“Home Depot”) (NYSE: HD) leases 139,056 SF at the free-standing Home Depot store in Detroit, Michigan within the Coastal Equities Retail Portfolio Property. The lease was assumed from Kmart of Michigan, Inc. effective April 23, 2003 and has a current expiration date of November 30, 2023, with 10 five-year lease renewal options. The tenant’s sales at this location were approximately $245 PSF for the tenant’s fiscal year ending in 2012, approximately $274 PSF for the tenant’s fiscal year ending in 2013 and approximately $280 PSF for the tenant’s fiscal year ending in 2014. Home Depot currently operates more than 2,200 retail stores in the United States (including Puerto Rico and the U.S. Virgin Islands and the territory of Guam), Canada and Mexico.

 

Big Lots (183,297 SF, 5% of portfolio NRA, 4% of portfolio underwritten base rent). Big Lots Stores, Inc. (“Big Lots”) (NYSE: BIG) leases a total of 183,297 SF at six shopping centers within the Coastal Equities Retail Portfolio Property. The six leases have various start and end dates. As of January 31, 2015, Big Lots operated approximately 1,460 discount stores in 48 states.

 

Tractor Supply (142,983 SF, 4% of portfolio NRA, 3% of portfolio underwritten base rent). Tractor Supply Company (“Tractor Supply”) (NASDAQ: TSCO) leases a total of 142,983 SF at five shopping centers within the Coastal Equities Retail Portfolio Property. The five leases have various start and end dates. As of March 28, 2015, Tractor Supply operated 1,422 stores in 49 states.

 

Save-A-Lot (126,439 SF, 4% of portfolio NRA, 3% of portfolio underwritten base rent). Save-A-Lot, a wholly owned subsidiary of Supervalu, Inc. (NYSE: SVU), owns, through its affiliate Moran Foods, Inc., or licenses, a total of 126,439 SF at eight shopping centers within the Coastal Equities Retail Portfolio Property. The eight leases have various start and end dates. Supervalu, Inc. currently operates more than 3,400 owned, licensed, franchised and independently owned stores, including over 1,300 Save-A-Lot locations.

 

Dollar Tree (81,355 SF, 2% of portfolio NRA, 3% of portfolio underwritten base rent). Dollar Tree Stores, Inc. (“Dollar Tree”) (NASDAQ: DLTR) leases a total of 81,355 SF at seven shopping centers within the Coastal Equities Retail Portfolio Property. The seven leases have various start and end dates. In July 2015, Dollar Tree merged with Family Dollar Stores, Inc. (“Family Dollar”) (NYSE: FDO). Family Dollar leases a total of 55,324 SF at six shopping centers within the Coastal Equities Retail Portfolio Property, representing approximately 2% of portfolio NRA and 2% of underwritten base rent. As of May 2, 2015, Dollar Tree operated 5,454 stores in 48 states and five Canadian provinces. As of January 2, 2015, Family Dollar operated more than 8,100 stores in 46 states.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

The following table presents a summary regarding the 10 largest tenants by total SF within the Coastal Equities Retail Portfolio Property:

 

Coastal Equities Retail Portfolio Tenant Summary
Tenant Name Credit Rating (Fitch/Moody’s/
S&P)(1)
Total
Tenant SF
Approximate
% of SF
Annual UW
Rent
% of Total Annual UW Rent Annual UW
Rent PSF
Lease
Expiration
Center/2014 Sales
PSF
Top 10 Portfolio Tenants                
Big Lots NR/NR/BBB- 183,297 5% $742,273 4% $4.05 1/31/2017
1/31/2016
1/31/2018
6/30/2019
1/31/2018
1/31/2017
Terre Haute: $93
Laurens: N/A
Oneida: $90
Athens: $83
Anniston: $95
Waterbury: $126
Tractor Supply NR/NR/NR 142,983 4% $671,883 3% $4.70 6/30/2023
12/31/2018
11/30/2020
1/31/2018
6/30/2020
Athens: $140
Cordele: N/A
Plant City: N/A
Jefferson City: N/A
Laurens: N/A
Home Depot A/A2/A 139,056 4% $1,317,595 7% $9.48 11/30/2023 $280
Save-A-Lot B/B3/B+ 126,439 4% $627,554 3% $4.96 12/31/2017
1/31/2021
11/30/2016
2/29/2020
11/30/2017
7/31/2020
12/31/2017
11/30/2017
Henderson: N/A
Athens: N/A
Laurens: N/A
Cleveland: N/A
Memphis: N/A
Anniston: N/A
Terre Haute: $397
Memphis: N/A
Food Lion NR/Baa3/NR 100,826 3% $487,889 2% $4.84 11/15/2024
3/22/2017
9/30/2020
Richmond: $259
Ahoskie: $291
Burlington: $292
Dollar Tree(2) NR/Ba2/BB 81,355 2% $584,815 3% $7.19 5/31/2025
8/31/2019
6/30/2017
1/31/2018
5/31/2019
2/28/2018
6/30/2019
Greensboro: N/A
Waterbury: N/A
Oneida: N/A
Memphis: N/A
Richmond: N/A
Clinton: N/A
Cordele: N/A
Habitat For Humanity NR/NR/NR 75,532 2% $245,480 1% $3.25 10/31/2025 N/A
Goodwill NR/NR/NR 70,024 2% $460,949 2% $6.58 6/30/2023
12/31/2022
12/31/2017
10/31/2022
Memphis: N/A
Dover: N/A
Clinton: N/A
Jefferson City: N/A
Harbor Freight NR/Baa3/BB- 67,183 2% $460,390 2% $6.85 1/31/2020
1/5/2025
1/15/2023
3/31/2016

Terre Haute: N/A 

Anniston: N/A 

Waterbury: N/A 

Dover: N/A 

Family Dollar(2) NR/Ba1/BBB- 55,324 2% $440,215 2% $7.96 3/31/2024
12/31/2020
12/31/2018
12/31/2015
12/31/2019
12/31/2018
Cleveland: $187
Wilson: $91
Dover: $149
Henderson: $100
Terre Haute: N/A
Bath Township: $88
Subtotal/Wtd. Avg.   1,042,019 30% $6,039,042 30% $5.80    
                 
Other Tenants   1,988,630 58% $14,069,043 70% $7.07    
Vacant Space   427,576 12% $0 0% $0.00    
Total/Wtd. Avg.   3,458,225 100% $20,108,085 100% $6.64    

 

 

(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2)Dollar Tree and Family Dollar merged in July 2015. The Family Dollar Total Tenant SF excludes a 13,239 SF lease that expired on June 30, 2015.

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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The following table presents certain information relating to the aggregate lease rollover at the Coastal Equities Retail Portfolio Property and is based on the underwritten rent rolls of each property comprising the Coastal Equities Retail Portfolio Property:

 

Lease Rollover Schedule(1)(2)
Year No. of
Leases
Rolling
SF Rolling UW Rent PSF
Rolling(3)
Approx. % of
Total SF
Rolling
Approx. Cumulative % of SF Rolling Total UW Rent Rolling(3) Approx. % of
Total Rent
Rolling
Approx.
Cumulative %
of Total Rent Rolling
 MTM 6 24,765 $7.63 1% 1% $188,912 1% 1%
2015(4) 19 54,923 $8.77 2% 2% $481,490 2% 3%
2016 65 330,796 $5.95 10% 12% $1,968,342 10% 13%
2017 69 549,395 $6.40 16% 28% $3,517,348 17% 31%
2018 54 552,734 $5.71 16% 44% $3,154,406 16% 46%
2019 50 325,467 $7.08 9% 53% $2,303,775 11% 58%
2020 29 337,480 $6.66 10% 63% $2,247,796 11% 69%
2021 13 88,726 $10.05 3% 65% $891,820 4% 73%
2022 8 149,617 $7.54 4% 70% $1,128,489 6% 79%
2023 16 325,594 $7.66 9% 79% $2,492,515 12% 91%
2024 10 82,178 $7.31 2% 82% $601,086 3% 94%
2025 10 173,474 $5.61 5% 87% $972,358 5% 99%
2026 1 35,500 $4.50 1% 88% $159,750 1% 100%
2027 & Beyond 0 0 $0.00 0% 88% $0 0% 100%
Vacant 0 427,576 $0.00 12% 100% $0 0% 100%
Total/Wtd. Avg. 350 3,458,225 $6.63 100%   $20,108,085 100%  

 

 

(1)Information is based on the underwritten rent roll as of the August 1, 2015 Cut-off Date for the MSBAM 2015-C24 securitization trust.

 

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.

 

(3)UW Rent PSF Rolling and Total UW Rent Rolling exclude vacant space.

 

(4)With respect to the leases expiring in 2015, six leases expire between August and October of 2015. The three leases expiring on August 31, 2015, totaling 11,475 SF, have each been renewed for one to three years. The two leases expiring on September 30, 2015, totaling 1,200 SF, are anticipated by the Coastal Equities Retail Portfolio Borrower to be renewed. One lease expiring on October 31, 2015, totaling 8,000 SF, will not be renewed, and will remain on a month-to-month basis until a replacement tenant is found.

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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The Markets. The Coastal Equities Retail Portfolio Property is comprised of 25 retail centers in 14 states and 20 different markets, listed below by descending Allocated Cut-off Date Loan Amount.

 

Market Summaries
Property Address Allocated Cut-
off Date Loan Amount(1)
Estimated 2015 Population
(five-mile
radius)
Estimated Average
2015 Household
Income (five-mile radius)
Average Submarket
Retail
Vacancy
Home Depot 18700 Meyers Road, Detroit, MI $15,000,000 406,174 $49,226 11.8%
Glenwood Plaza 1 Glenwood Avenue, Oneida, NY $12,700,000 31,823 $62,678 5.7%
Rodney Village 1612 South Governors Avenue, Dover, DE $12,600,000 76,689 $67,563 7.5%
Westown Square 10604 Lorain Avenue, Cleveland, OH $12,300,000 308,727 $51,502 5.0%
Plaza North 1800 Fort Harrison Road, Terre Haute, IN $11,800,000 69,478 $53,392 6.9%
Mattatuck Plaza 650 & 670 Wolcott Street, Waterbury, CT $11,000,000 158,693 $66,467 8.7%
Ahoskie Commons 1430 East Memorial Drive, Ahoskie, NC $8,600,000 10,561 $44,536 5.1%
Athens Town Center 601 US Highway 72 W, Athens, AL $8,000,000 30,837 $65,394 3.4%
Northeast Plaza 1000 Summit Avenue, Greensboro, NC $8,000,000 168,388 $51,957 8.7%
Summer Commons 5100-5130 Summer Avenue, Memphis, TN $6,600,000 208,510 $65,452 12.0%
Henderson Marketplace 901 S. Beckford Drive, Henderson, NC $6,500,000 27,229 $47,402 2.6%
Boulevard Plaza 1301 Ward Boulevard, Wilson, NC $6,200,000 54,519 $47,954 7.6%
Hungarybrook 1200 Concord Avenue, Richmond, VA $6,000,000 158,056 $71,326 3.9%
Cummings Park Plaza 2278 North Church Street, Burlington, NC $5,500,000 74,783 $47,911 4.3%
Market At Riverdale Bend 7110 Winchester Road, Memphis, TN $5,000,000 190,193 $75,297 16.3%
Northland Plaza 100 W. Northern Avenue, Bath Township, OH $4,700,000 64,474 $48,521 9.6%
Cordele Corners 1407 E. 16th Avenue, Cordele, GA $4,600,000 17,320 $46,997 10.6%
Anniston Plaza 3202 McClellan Boulevard, Anniston, AL $4,200,000 41,062 $48,353 8.8%
Centre Plaza 1115 N. Charles G. Seivers Boulevard, Clinton, TN $4,000,000 23,923 $52,301 12.7%
Homosassa Square 4500 S. Suncoast Boulevard, Homosassa, FL $4,000,000 22,037 $44,517 13.6%
Meeting Square Center 125 W. Broadway, Jefferson City, TN $3,000,000 18,829 $54,628 4.8%
Plank Plaza 5963 Plank Road, Baton Rouge, LA $2,700,000 130,992 $49,906 10.1%
Laurens Plaza 917 East Main Street, Laurens, SC $2,500,000 18,350 $42,604 9.5%
Pelham Plaza 800 Pelham Road South, Jacksonville, AL $2,000,000 22,746 $49,162 3.5%
Collins Park Commons 1803 James L Redman Parkway, Plant City, FL $1,500,000 66,154 $59,427 6.2%
Total/Wtd. Avg.   $169,000,000 124,568 $55,827 7.8%

 

 

(1)The Allocated Cut-off Date Loan Amount represents the entire allocated loan amount for the entire Coastal Equities Retail Portfolio Non-Serviced Loan Combination principal balance.

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-97
 

 

MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the combined historical operating performance and the Underwritten Net Cash Flow at the Coastal Equities Retail Portfolio Property:

 

Cash Flow Analysis(1)
  2011 2012 2013 2014 3/31/2015 TTM UW UW PSF
Base Rent(2) N/A N/A $19,763,215 $20,128,986 $20,204,630 $23,140,747 $6.69
Total Recoveries(3) N/A N/A $3,997,262 $3,897,974 $4,135,641 $4,350,000 $1.26
Other Income N/A N/A $7,372 $680 $60 $88,093 $0.03
Discounts Concessions N/A N/A $0 $0 $0 $0 $0.00
Vacancy & Credit Loss(4)

N/A

N/A

$0

$0

$0

($3,153,046)

($0.91)

Effective Gross Income N/A N/A $23,767,849 $24,027,640 $24,340,330 $24,425,794 $7.06
Total Expenses

N/A

N/A

$6,414,841

$6,296,386

$6,284,945

$7,298,649

$2.11

Net Operating Income N/A N/A $17,353,008 $17,731,254 $18,055,385 $17,127,145 $4.95
Capital Expenditures N/A N/A $0 $0 $0 $634,996 $0.18
TI/LC N/A N/A $2,150 $0 $0 $1,244,961 $0.36
Initial TI/LC Reserve Offset(5)

N/A

N/A

$0

$0

$0

($200,000)

($0.06)

Net Cash Flow N/A N/A $17,350,858 $17,731,254 $18,055,385 $15,447,188 $4.47
               
Occupancy % N/A N/A 90.5% 92.0% 92.2% 86.5%  
NOI DSCR N/A N/A 1.67x 1.70x 1.74x 1.65x  
NCF DSCR N/A N/A 1.67x 1.70x 1.74x 1.48x  
NOI Debt Yield N/A N/A 10.3% 10.5% 10.7% 10.1%  
NCF Debt Yield N/A N/A 10.3% 10.5% 10.7% 9.1%  

 

 

(1)The Coastal Equities Retail Portfolio Borrower added to the Coastal Equities Retail Portfolio Property six new shopping centers in 2012 and two new shopping centers in 2013. Historical financials prior to 2013 do not materially reflect the operations of the complete Coastal Equities Retail Portfolio Property. The 2013 financial information presented above includes only partial-year operations for two of the shopping centers comprising part of the Coastal Equities Retail Portfolio Property (Hungarybrook and Meeting Square Center).

 

(2)Historical base rent is net of vacancy. Contractual rent steps through May 2016, totaling approximately $217,577, are underwritten.

 

(3)Total Recoveries are underwritten net of vacancy, and additional vacancy of $145,143 is applied in the Vacancy & Credit Loss line to account for “dark” tenants that are underwritten as vacant. Increased underwritten reimbursements over the TTM reflect the pass-through of higher underwritten expenses.

 

(4)Vacancy includes actual vacancy as of the May 1, 2015 rent rolls plus assumed vacancy applied to a bankrupt Andy’s Cheesecake tenant and a partially “dark” Walmart store at the Ahoskie Commons center (Walmart is partially subleased to Tractor Supply; however, no rent is underwritten for this space), a Holt Family Restaurant tenant at the Cummings Park Plaza center that is currently under renovation, a vacating Family Dollar tenant at the Anniston Plaza center, a “dark” Cadence Bank branch and a “dark” Kash N’ Karry space at the Homosassa center (Kash N’ Karry left the Florida market in 2013), a “dark” Herbalife tenant at the Hungarybrook center, a vacating Dollar General tenant and a dark Stringfield Memorial Hospital tenant at the Pelham Plaza center, and a closed Radio Shack tenant at the Westown Square center. The tenants referenced in the preceding sentence represent, in the aggregate, approximately 4.5% of the net square footage. Of the $3,153,046 of total underwritten vacancy, $3,007,903 represents base rents and $145,143 represents reimbursements.

 

(5)The Coastal Equities Retail Portfolio Borrower deposited $2,000,000 into the TI/LC reserve at loan closing. The escrow is utilized as an offset to underwritten TI/LC expenses over the 10-year loan term.

 

Escrows and Reserves. The Coastal Equities Retail Portfolio Borrower deposited $930,865 in escrow for annual real estate taxes at loan origination and is required to escrow monthly 1/12 of the annual estimated tax payments. The Coastal Equities Retail Portfolio Borrower is required to escrow monthly 1/12 of the annual estimated insurance premiums (unless the Coastal Equities Retail Portfolio Borrower maintains insurance under an acceptable blanket insurance policy). The Coastal Equities Retail Portfolio Borrower is required to make monthly deposits of $52,916 for replacement reserves (which amount may be increased by the lender if the lender reasonably determines that an increase is necessary to maintain proper operation of the Coastal Equities Retail Portfolio Property). The Coastal Equities Retail Portfolio Borrower deposited $2,000,000 in escrow at loan origination for TI/LC reserves and, if at any time the aggregate balance of funds on deposit in such TI/LC reserve is less than $1,500,000, the Coastal Equities Retail Portfolio Borrower is required to make monthly deposits of $144,093 until the funds on deposit in such TI/LC reserve reach $1,500,000. The Coastal Equities Retail Portfolio Borrower deposited $957,000 in escrow at loan origination for tenant improvement costs and leasing commissions that the Coastal Equities Retail Portfolio Borrower is obligated to pay or reimburse in specified amounts under certain leases with the Alorica tenant and the Hibbett Sporting Goods tenant at the Coastal Equities Retail Portfolio Property. The Coastal Equities Retail Portfolio Borrower deposited $265,250 in escrow at loan origination (of which approximately $109,000 remains in such reserve) for the payment of the environmental remediation work referenced on a schedule to the Coastal Equities Retail Portfolio Mortgage Loan agreement.

 

Lockbox and Cash Management. A springing hard lockbox is in place with respect to the Coastal Equities Retail Portfolio Mortgage Loan (i.e., upon the commencement of a Cash Sweep Period, the Coastal Equities Retail Portfolio Borrower has agreed to establish and maintain a hard lockbox following the commencement of such Cash Sweep Period). The Coastal Equities Retail Portfolio Mortgage Loan has springing cash management (i.e., the Coastal Equities Retail Portfolio Mortgage Loan has cash management only during a Cash Sweep Period). Provided a Cash Sweep Period is not continuing, the Coastal Equities Retail Portfolio Mortgage Loan does not have cash management. During the continuance of a Cash Sweep Period, funds in the lockbox account are required to be applied on each monthly payment date to pay debt service on the Coastal Equities Retail Portfolio Non-Serviced Loan Combination, to fund the required reserves deposits as described above under “—Escrows and Reserves,” to disburse, provided no event of default has occurred and is continuing under the Coastal Equities Retail Mortgage Loan, to the Coastal Equities Retail Portfolio Borrower the monthly amount payable for operating expenses not otherwise paid or reserved for as described above under “—Escrows and Reserves” and referenced in the annual budget approved by lender together with other amounts incurred by the Coastal Equities Retail Portfolio Borrower in connection with the operation and maintenance of the Coastal Equities Retail Portfolio Property approved by lender, and to disburse the remainder to an account to be held by the lender as additional security for the Coastal Equities Retail Portfolio Non-Serviced Loan Combination.

 

A “Cash Sweep Period” will

 

(i)commence upon the occurrence of an event of default under the Coastal Equities Retail Portfolio Mortgage Loan and continue until the date on which the event of default under the Coastal Equities Retail Portfolio Mortgage Loan does not exist, or

 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-98
 

 

MSBAM 2015-C26 Coastal Equities Retail Portfolio

 

(ii)commence upon the date the lender determines that the DSCR on the Coastal Equities Retail Portfolio Non-Serviced Loan Combination has fallen below 1.15x for six consecutive calendar months and continue until the date the lender determines that the DSCR on the Coastal Equities Retail Portfolio Non-Serviced Loan Combination has been equal to or greater than 1.25x for the immediately preceding six calendar months.

 

Additional Secured Indebtedness (not including trade debts). The Coastal Equities Retail Portfolio Property also secures the Coastal Equities Retail Portfolio Non-Serviced Companion Loan, which has a Cut-off Date principal balance of $145,000,000. A portion of the Coastal Equities Retail Portfolio Non-Serviced Companion Loan was contributed to the MSBAM 2015-C24 securitization trust, and the remaining portion of the Coastal Equities Retail Portfolio Non-Serviced Companion Loan was contributed to the MSBAM 2015-C25 securitization trust. The promissory notes evidencing the Coastal Equities Retail Portfolio Non-Serviced Companion Loan accrue interest at the same rate as the Coastal Equities Retail Portfolio Mortgage Loan. The Coastal Equities Retail Portfolio Mortgage Loan is entitled to payments of principal and interest on a pro rata and pari passu basis with the Coastal Equities Retail Portfolio Non-Serviced Companion Loan. The holders of the Coastal Equities Retail Portfolio Mortgage Loan and the Coastal Equities Retail Portfolio Non-Serviced Companion Loan have entered into a co-lender agreement which sets forth the allocation of collections on the promissory notes comprising the Coastal Equities Retail Portfolio Non-Serviced Loan Combination. See “Description of the Mortgage Pool—The Non-Serviced Loan Combinations—The Coastal Equities Retail Portfolio Non-Serviced Loan Combination” and “Servicing of the Mortgage Loans—Additional Matters Relating to the Servicing of the Non-Serviced Mortgage Loans” in the Free Writing Prospectus.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Coastal Equities Retail Portfolio Borrower is required to obtain insurance against acts of terrorism or other similar acts or events (or “fire following”) to the extent such insurance is available in form and substance satisfactory to lender (but in no event more than the sum of 100% of full replacement cost and 12 months of business interruption insurance). Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any extension thereof or other federal government program with substantially similar protection) is in effect, the Coastal Equities Retail Portfolio Borrower is required to maintain, and lender is required to accept, terrorism insurance which covers “covered acts” (as defined by such statute or other program), as full compliance as it relates to the risks required to be covered pursuant to the preceding sentence, so long as such statute or other program covers both domestic and foreign acts of terrorism.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-99
 

 

MSBAM 2015-C26 Green Valley Corporate Center

 

Mortgage Loan No. 9 – Green Valley Corporate Center

 

(GRAPHIC) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-100
 

 

MSBAM 2015-C26 Green Valley Corporate Center

 

Mortgage Loan No. 9 – Green Valley Corporate Center

 

(MAP) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-101
 

 

MSBAM 2015-C26 Green Valley Corporate Center

 

Mortgage Loan No. 9 – Green Valley Corporate Center

 

(MAP) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-102
 

 

MSBAM 2015-C26 Green Valley Corporate Center

  

Mortgage Loan No. 9 – Green Valley Corporate Center

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance: $23,750,000   Location: Henderson, NV 89074
Cut-off Date Balance: $23,662,049   General Property Type: Office
% of Initial Pool Balance: 2.3%   Detailed Property Type: Suburban
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Adnan Mustafa   Year Built/Renovated: 1995-1999/N/A
Mortgage Rate: 4.515%   Size: 198,939 SF
Note Date: 7/31/2015   Cut-off Date Balance per Unit: $119
First Payment Date: 9/1/2015   Maturity Date Balance per Unit: $97
Maturity Date: 8/1/2025   Property Manager: The Brentwood Companies, LLC (borrower related)
Original Term to Maturity: 120 months    
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 0 months   UW NOI: $2,334,179
Seasoning: 3 months   UW NOI Debt Yield: 9.9%
Prepayment Provisions: LO (23); YM1 (93); O (4)   UW NOI Debt Yield at Maturity: 12.1%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.46x
Additional Debt Type: N/A   Most Recent NOI: $1,677,158 (4/30/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $1,529,761 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $1,335,657 (12/31/2013)
Reserves   Most Recent Occupancy: 82.1% (6/11/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 79.8% (12/31/2014)
RE Tax: $63,936 $15,984 N/A   3rd Most Recent Occupancy: 61.1% (12/31/2013)
Insurance: $10,667 $1,333 N/A   Appraised Value (as of): $34,700,000 (6/2/2015)
Recurring Replacements: $0 $3,612 $86,681   Cut-off Date LTV Ratio: 68.2%
TI/LC: $325,000 $20,723 $497,348   Maturity Date LTV Ratio: 55.5%
Other: $15,855 $0 N/A    

 

               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $23,750,000 92.1%   Loan Payoff: $4,325,107 16.8%
Borrower Equity: $2,029,640 7.9%   Partner Buyout: $20,650,000 80.1%
        Reserves: $419,208 1.6%
        Closing Costs: $385,326 1.5%
Total Sources: $25,779,640 100.0%   Total Uses: $25,779,640 100.0%

 

 
(1)See “—Escrows and Reserves” below for further discussion of reserve requirements.

 

The Mortgage Loan. The ninth largest mortgage loan (the “Green Valley Corporate Center Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $23,750,000 secured by a first priority fee mortgage encumbering six adjacent/proximate office/flex buildings within an office park in Henderson, NV (collectively, the “Green Valley Corporate Center Property”). The proceeds of the Green Valley Corporate Center Mortgage Loan were used to refinance a previous loan with an outstanding balance of approximately $4,325,107, purchase the equity ownerships interests of three former partners for approximately $20,650,000, fund reserves and pay closing costs.

 

The Borrower and the Sponsor. The borrower is Brentwood Green Valley 2 LLC (the “Green Valley Corporate Center Borrower”), a newly formed Nevada special-purpose limited liability company with one independent director. The Green Valley Corporate Center Borrower is owned by Adnan Mustafa (50%) and Robert Lavichant (50%), the nonrecourse carve-out guarantors. Mr. Mustafa is the Chairman and CEO and Mr. Lavichant is President of Brentwood Capital.

 

The Property. The Green Valley Corporate Center Property consists of six office and flex-office buildings located within the 1.5 million SF Green Valley Corporate Center office park in Henderson, NV. Two of the six buildings are two-story office buildings (86,762 SF) and four are one-story flex office buildings (112,267 SF). The buildings were constructed between 1995 and 1999. There are a total of 692 open and covered parking spaces.

 

The Green Valley Corporate Center Borrower purchased the Green Valley Corporate Center Property (in addition to one other property) in December 2012 after a previous lender foreclosure action. The Green Valley Corporate Center Property allocated purchase price was approximately $19,420,000. Occupancy increased from approximately 61.1% as of December 2013 to approximately 79.8% as of December 2014 and to approximately 82.1% as of June 2015. Capital and tenant improvements since the 2012 purchase total approximately $1.9 million. This previous foreclosed loan was included in the BSCMS 2007-PW18, the GCCFC 2007-GG9 and the BSCMS 2007-PW17 securitization trusts.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-103
 

 

MSBAM 2015-C26 Green Valley Corporate Center

  

Major Tenants.

 

XO Communications (31,339 SF, 16% of NRA, 16% of underwritten base rent). Telecommunications of Nevada, LLC (d/b/a “XO Communications”) leases 31,339 SF at the Green Valley Corporate Center Property. The lease began on April 24, 1997 and was most recently renewed and downsized on September 1, 2011. The current lease expiration date is August 31, 2021, with two five-year lease extension options. The tenant has a termination option effective August 31, 2018 with 180 days’ notice and subject to a termination fee as described in the lease documents. XO Communications is a private provider of network and information technology services. The company was founded in 1996 and is headquartered in Herndon, VA. The XO Communications tenant has extensive build-out at the Green Valley Corporate Center Property to house its servers.

 

MetLife (20,966 SF, 11% of NRA, 16% of underwritten base rent). Metropolitan Property and Casualty Insurance Company (“MetLife”) leases 20,966 SF at the Green Valley Corporate Center Property. The lease began on February 1, 2005 and has a current expiration date of November 30, 2016, with two five-year lease extension options. The tenant had a one-time lease termination option effective November 30, 2014, which it did not exercise. MetLife (NYSE: MET) is a global provider of insurance, annuities and employee benefit programs.

 

Keller Williams Real Estate (11,941 SF, 6% of NRA, 6% of underwritten base rent). GVRE, LLC (d/b/a “Keller Williams Real Estate” or “Keller Williams”) leases 11,941 SF at the Green Valley Corporate Center Property. The lease began on December 14, 2012 and has a current lease expiration date of September 30, 2016. Keller Williams is a real estate franchise with approximately 700 offices and 125,000 associates on five continents. The tenant subleased approximately 2,961 SF of its space to Monument Title Insurance beginning on March 1, 2015 for a period of 18 months.

 

The following table presents a summary regarding the largest tenants at the Green Valley Corporate Center Property:

 

Tenant Summary
Tenant Name Credit Rating (Fitch/Moody’s/S&P)(1) Tenant SF Approximate % of SF Annual UW Rent % of Total
Annual UW Rent
Annual UW Rent PSF Lease Expiration
Anchor/Major Tenants              
XO Communications NR/NR/NR 31,339 16% $517,094 16% $16.50 8/31/2021(2)
MetLife A-/A3/A- 20,966 11% $511,990 16% $24.42 11/30/2016
Keller Williams Real Estate NR/NR/NR 11,941 6% $191,784 6% $16.06 9/30/2016
SA Healy NR/NR/NR 10,236 5% $221,098 7% $21.60 11/30/2019
Lincoln Labs (MIT) NR/NR/NR 9,073 5% $195,977 6% $21.60 3/31/2020
Subtotal/Wtd. Avg.   83,555 42% $1,637,943 52% $19.60  
               
Other Tenants   79,853 40% $1,498,987 48% $18.77  
Vacant Space   35,531 18% $0 0% $0.00  
Total/Wtd. Avg.   198,939 100% $3,136,930 100% $19.20  

 

 
(1)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2)The XO Communications tenant has a lease termination option effective August 31, 2018 with 180 days’ notice and subject to a termination fee as described in the lease documents.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-104
 

 

MSBAM 2015-C26 Green Valley Corporate Center

 

The following table presents certain information relating to the lease rollover at the Green Valley Corporate Center Property:

 

Lease Rollover Schedule(1)(2)
Year # of Leases Rolling SF Rolling UW Rent PSF
Rolling(3)
Approx. % of Total SF
Rolling
Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of Total Rent Rolling Approx. Cumulative %
of Total Rent Rolling
MTM 0 0 $0.00 0% 0% $0 0% 0%
2015 1 1,817 $15.60 1% 1% $28,345 1% 1%
2016 4 40,764 $20.16 20% 21% $821,933 26% 27%
2017 6 32,729 $19.30 16% 38% $631,718 20% 47%
2018 2 8,730 $17.83 4% 42% $155,699 5% 52%
2019 6 38,956 $20.18 20% 62% $786,164 25% 77%
2020 3 9,073 $21.60 5% 66% $195,977 6% 84%
2021 1 31,339 $16.50 16% 82% $517,094 16% 100%
2022 0 0 $0.00 0% 82% $0 0% 100%
2023 0 0 $0.00 0% 82% $0 0% 100%
2024 0 0 $0.00 0% 82% $0 0% 100%
2025 0 0 $0.00 0% 82% $0 0% 100%
2026 0 0 $0.00 0% 82% $0 0% 100%
2027 0 0 $0.00 0% 82% $0 0% 100%
2028 & Beyond 0 0 $0.00 0% 82% $0 0% 100%
Vacant 0 35,531 $0.00 18% 100% $0 0% 100%
Total/Wtd. Avg. 23 198,939 $19.20 100%   $3,136,930 100%  

 

 
(1)Information is based on the underwritten rent roll.

 

(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.

 

(3)Wtd. Avg. UW Rent PSF Rolling excludes vacant space.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-105
 

 

MSBAM 2015-C26 Green Valley Corporate Center

  

The Market. The Green Valley Corporate Center Property is part of the approximately 1.5 million SF Green Valley Corporate Center office park in Henderson, Clark County, Nevada, within the Southeast Las Vegas submarket. As of March 31, 2015, the overall Southeast Las Vegas submarket had an average vacancy rate of 20.8% and an average annual asking rent of $23.76 PSF. As of March 31, 2015, the overall Las Vegas market had an average vacancy rate of 20.3% and an average annual asking rent of $22.80 PSF. As of March 31, 2015, the Green Valley Corporate Center office park had an average vacancy of 10.4%.

 

The following tables present leasing data at competitive office properties with respect to the Green Valley Corporate Center Property:

 

Competitive Property Summary
Property Name/Address Property Size (SF) Year Built Occ. Tenant Name Lease Size (SF) Lease Date Lease Term (Yrs.) Rent PSF/Yr. Free Rent (mos.) TIs
Green Valley Corporate Center
2285 Corporate Circle
Henderson, NV
44,108 2002 92% Call Center Tenant
Confidential
Confidential
Confidential
Quoted
12,372
1,725
10,264
1,284
---
May-15
Jun-12
Jun-12
May-12
---
5.3
5.0
5.0
2.0
---
$27.00
$24.00
$24.12
$24.00
$26.40
N/A
5
6
0
$10
$8
$0
$4
Green Valley Corporate Center
2275 Corporate Circle
Henderson, NV
66,800 2000 93% Mortgage Company
Confidential
State Agency
Greenspun
Quoted
2,396
2,424
2,244
5,252
---
Jun-15
May-15
Apr-15
Apr-13
---
2.0
5.3
7.3
6.0
---
$28.80
$27.00
$25.80
$31.32
$26.40
N/A
N/A
N/A
0
N/A
$10
$10
N/A
Green Valley Corporate Center II
701 N. Green Valley Pkwy
Henderson, NV
46,717 1998 48% Leader One Financial Corp
Confidential
Dean Witter-renew
Title Company
Quoted
7,589
3,500
7,761
2,658
---
Jul-13
Jun-10
Mar-07
Dec-06
---
5.0
5.0
5.0
5.0
---
$22.80
$28.20
$32.40
$34.80
$25.80
0
0
0
0
N/A
$0
$0
$0
Green Valley Corporate Center
2280 Corporate Circle
Henderson, NV
63,959 2000 100% Barclaycard US
Quoted
63,959
---
Dec-13
---
10.0   
---
 $16.20
$16.20
6 $25
Green Valley Corporate Center South
2460 Paseo Verde Parkway
Henderson, NV
75,249 2004 100% Allied T Pro          
Quoted
5,267
---
Feb-14
---
5.0     
---
$16.20
$16.20
0 N/A
Crossing Business Center III
9901, 9911 & 9921 Covington Cross
Las Vegas, NV
57,212 1998 90% Chamberlin School of Nursing
Petroglyph Games, Inc.
Quoted
23,381
22,846
---
Jun-14
Oct-12
---
10.0
7.0
---
$24.10
$13.20
$16.80
14
15
$53
$34
Hughes Corporate Center
10000 W. Charleston Blvd.
Las Vegas, NV
71,388 1999 100% Nevada Title (Renewal)
Investment Counsel of NV
Quoted
3,544
6,686
---
Sep-14
Aug-13
---
20.0
7.0
---
$31.20
$27.60
$32.40
2
11
$5
$35

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-106
 

 

MSBAM 2015-C26 Green Valley Corporate Center

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Green Valley Corporate Center Property:

 

Cash Flow Analysis
  2011 2012 2013 2014 4/30/2015 TTM UW UW PSF
Base Rent(1) N/A N/A $1,992,346 $2,224,301 $2,458,783 $3,794,920 $19.08
Total Recoveries N/A N/A $210,796 $257,130 $260,838 $350,000 $1.76
Other Income N/A N/A $2,378 $3,585 $3,290 $3,000 $0.02
Discounts Concessions N/A N/A $0 $0 $0 $0 $0.00
Less Vacancy & Credit Loss

N/A

N/A

$0

$0

$0

($741,941)

($3.73)

Effective Gross Income N/A N/A $2,205,520 $2,485,016 $2,722,911 $3,405,979 $17.12
Total Operating Expenses

N/A

N/A

$869,863

$955,255

$1,045,753

$1,071,800

$5.39

Net Operating Income N/A N/A $1,335,657 $1,529,761 $1,677,158 $2,334,179 $11.73
Capital Expenditures N/A N/A $0 $0 $0 $43,341  $0.22
TI/LC N/A N/A $80,810 $1,338,926 $1,661,900 $210,875 $1.06
Initial TI/LC Reserve Offset(2)

N/A

N/A

$0

$0

$0

($32,500)

($0.16)

Net Cash Flow N/A N/A $1,254,847 $190,835 $15,258 $2,112,463 $10.62
               
Occupancy % N/A N/A 61.1% 79.8% 82.1% 82.1%  
NOI DSCR N/A N/A 0.92x 1.06x 1.16x 1.61x  
NCF DSCR N/A N/A 0.87x 0.13x 0.01x 1.46x  
NOI Debt Yield N/A N/A 5.6% 6.5% 7.1% 9.9%  
NCF Debt Yield N/A N/A 5.3% 0.8% 0.1% 8.9%  

 

 
(1)During the years 2014 and 2015, the Green Valley Corporate Center Borrower executed 10 new leases comprising approximately 54,448 SF with total contractual annual base rent of approximately $1,065,269.

 

(2)The Green Valley Corporate Center Borrower deposited $325,000 into an upfront TI/LC escrow which is utilized as a partial offset to the underwritten TI/LC expense over the 10-year loan term.

 

Escrows and Reserves. The Green Valley Corporate Center Borrower deposited $63,936 in escrow for annual real estate taxes at loan origination and is required to escrow monthly 1/12 of the annual estimated tax payments. The Green Valley Corporate Center Borrower is required to escrow monthly 1/12 of the annual estimated insurance premiums (unless the Green Valley Corporate Center Borrower maintains insurance under an acceptable blanket insurance policy). The Green Valley Corporate Center Borrower is required to make monthly deposits of $3,612 for replacement reserves, provided, however, such monthly deposits are not required if the funds in such replacement reserve equal or exceed $86,681. The Green Valley Corporate Center Borrower deposited $325,000 in escrow at loan origination for TI/LC reserves and is required to make monthly deposits of $20,723 for TI/LC reserves, provided, however, such monthly deposits are not required if the funds in such TI/LC reserve equal or exceed $497,348. The Green Valley Corporate Center Borrower deposited $15,855 in escrow at loan origination in respect of free rent for the tenant Stonegate Mortgage through October 31, 2015, which funds are required to be released to the Green Valley Corporate Center Borrower upon satisfaction of the following conditions: (1) the tenant is occupying its space and paying full rent past all free rent periods, (2) the tenant has delivered an estoppel in form satisfactory to the lender and (3) no event of default exists under the Green Valley Corporate Center Mortgage Loan.

 

Lockbox and Cash Management. A springing hard lockbox is in place with respect to the Green Valley Corporate Center Mortgage Loan (i.e. upon the commencement of the initial Cash Sweep Period (as defined below) for the Green Valley Corporate Center Mortgage Loan, the Green Valley Corporate Center Borrower has agreed to establish and maintain a hard lockbox). The Green Valley Corporate Center Mortgage Loan has springing cash management (i.e. the Green Valley Corporate Center Mortgage Loan has cash management only after the occurrence of a Cash Sweep Period). Following the occurrence of a Cash Sweep Period for the Green Valley Corporate Center Mortgage Loan, funds in the lockbox account are required to be applied on each monthly payment date to pay debt service on the Green Valley Corporate Center Mortgage Loan, to fund the required reserves deposits as described above under “—Escrows and Reserves,” to disburse, provided no event of default has occurred, to the Green Valley Corporate Center Borrower the monthly amount payable for operating expenses not otherwise paid or reserved for as described above under “—Escrows and Reserves” and referenced in the annual budget approved by lender together with other amounts incurred by the Green Valley Corporate Center Borrower in connection with the operation and maintenance of the Green Valley Corporate Center Property reasonably approved by lender, and to disburse any excess to the Green Valley Corporate Center Borrower; provided, that if a Cash Sweep Period is in effect, then any excess will be remitted to an account to be held by the lender as additional security for the Green Valley Corporate Center Mortgage Loan.

 

A “Cash Sweep Period” will

 

(i)commence upon the occurrence of an event of default under the Green Valley Corporate Center Mortgage Loan and continue until the date on which such event of default has been cured to the satisfaction of the lender under the Green Valley Corporate Center Mortgage Loan, or

 

(ii)commence upon the date that the DSCR on the Green Valley Corporate Center Mortgage Loan is less than 1.10x for 12 consecutive calendar months and continue until the date that the DSCR on the Green Valley Corporate Center Mortgage Loan has been equal to or greater than 1.25x for the immediately preceding three consecutive calendar months.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Green Valley Corporate Center Borrower is required to obtain insurance against acts of terrorism or other similar acts or events (or “fire following”) to the extent such insurance is available in form and substance satisfactory to, and in an amount determined by, the lender

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

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MSBAM 2015-C26 Green Valley Corporate Center

 

(but in no event more than the sum of 100% of full replacement cost and 12 months of business interruption insurance). Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Program Reauthorization Act of 2007 (or any extension thereof or other federal government program with substantially similar protection) is in effect, the lender is required to accept terrorism insurance which covers “covered acts” (as defined by such statute or other program), as full compliance as it relates to the risks required to be covered pursuant to the preceding sentence, so long as such statute or other program covers both domestic and foreign acts of terrorism.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-108
 

 

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This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-109
 

 

MSBAM 2015-C26 Sunset Cove Apartments

 

Mortgage Loan No. 10 – Sunset Cove Apartments

 

(GRAPHIC) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-110
 

 

MSBAM 2015-C26 Sunset Cove Apartments

 

Mortgage Loan No. 10 – Sunset Cove Apartments

 

(GRAPHIC) 

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-111
 

 

MSBAM 2015-C26 Sunset Cove Apartments

 

Mortgage Loan No. 10 – Sunset Cove Apartments

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: BANA   Single Asset/Portfolio: Single Asset
Original Balance: $22,800,000   Location: Las Vegas, NV 89142
Cut-off Date Balance: $22,800,000   General Property Type: Multifamily
% of Initial Pool Balance: 2.2%   Detailed Property Type: Garden
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Omninet Capital, LLC   Year Built/Renovated: 1989-1991/2013
Mortgage Rate: 4.292%   Size: 392 Units
Note Date: 8/3/2015   Cut-off Date Balance per Unit: $58,163
First Payment Date: 10/1/2015   Maturity Date Balance per Unit: $53,134
Maturity Date: 9/1/2025   Property Manager: Rooster Philben, Inc. (d/b/a Stout Management Company)
Original Term to Maturity: 120 months    
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 60 months   UW NOI: $1,945,813
Seasoning: 2 months   UW NOI Debt Yield: 8.5%
Prepayment Provisions: LO (26); DEF (87); O (7)   UW NOI Debt Yield at Maturity: 9.3%
Lockbox/Cash Mgmt Status: Soft/Springing   UW NCF DSCR: 1.85x (IO)          1.36x (P&I)
Additional Debt Type: N/A   Most Recent NOI: $1,875,330 (8/31/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $1,609,002 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $1,211,369 (12/31/2013)
      Most Recent Occupancy: 92.6% (10/8/2015)
Reserves(1)   2nd Most Recent Occupancy: 88.0% (12/31/2014)
Type Initial Monthly Cap      3rd Most Recent Occupancy: 88.0% (12/31/2013)
RE Tax: $37,751 $12,584 N/A   Appraised Value (as of): $31,600,000 (6/16/2015)
Insurance: $0 Springing N/A   Cut-off Date LTV Ratio: 72.2%
Deferred Maintenance: $47,281 $0 N/A   Maturity Date LTV Ratio: 65.9%
Recurring Replacements: $0 $9,147 N/A      
               
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $22,800,000 100.0%   Loan Payoff: $15,729,935 69.0%
        Reserves: $85,032 0.4%
        Closing Costs: $160,023 0.7%
        Return of Equity: $6,825,010 29.9%
Total Sources: $22,800,000 100.0%   Total Uses: $22,800,000 100.0%

 

 
(1)See “—Escrows and Reserves” below for further discussion of reserve requirements.

 

The Mortgage Loan. The tenth largest mortgage loan (the “Sunset Cove Apartments Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $22,800,000 secured by a first priority fee mortgage encumbering a 392-unit garden-style apartment community in Las Vegas, Nevada known as Sunset Cove Apartments (the “Sunset Cove Apartments Property”). The proceeds of the Sunset Cove Apartments Mortgage Loan were used to refinance a previous mortgage loan with an outstanding principal balance of approximately $15,729,935, fund reserves, pay closing costs and return equity to the Sunset Cove Apartments Borrower.

 

The Borrower and the Sponsor. The borrower is Omninet Antigua, LLC, a single-purpose Delaware limited liability company (the “Sunset Cove Apartments Borrower”) with no independent director.

 

The sponsor is Omninet Capital, LLC (“Omninet”), a private investment firm actively acquiring commercial real estate across the United States. Omninet’s team has years of hands-on experience across all property types, including entitlement, design, construction and management. The nonrecourse carve-out guarantors are Neil Kadisha and Benjamin Nazarian, CEO and Managing Partner, respectively, of Omninet.

 

The Property. The Sunset Cove Apartments Property, located at 5225 East Charleston Boulevard, Las Vegas, Nevada, is a 392-unit Class “B” garden-style apartment community built in from 1989 to 1991 and renovated in 2013, and as of October 8, 2015 was 92.6% occupied. The units are allocated across 36 two-story buildings. Each unit contains a washer/dryer, a master bedroom with walk-in closet and a private patio or balcony with an exterior storage room. Common amenities include three pools, three heated spas, a playground, a volleyball court and a clubhouse with a full-size kitchen, fitness room, computer center and theater room. The Sunset Cove Apartments Property includes 746 covered and open parking spaces (1.9 spaces/unit). Safety amenities include a gated entrance and intruder alarms at each unit.

 

The Sunset Cove Apartments Property is located approximately 3.5 miles east of the Las Vegas central business district, approximately two miles east of the Las Vegas “Downtown” and approximately five miles south of Nellis Air Force Base. The Sunset Cove Apartments Property is two miles east of Interstate Highway 515 (US Highway 93/95) which intersects with Interstate Highway 15 (Las Vegas Freeway) and three miles north of Boulder Highway

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-112
 

 

MSBAM 2015-C26 Sunset Cove Apartments

 

providing access to all portions of Las Vegas. There are two power centers located within one block of the Sunset Cove Apartments Property and two regional malls within 7.5 miles. In addition, the Sunset Cove Apartments Property is located within two miles of seven elementary schools and two high schools, and three miles of three middle schools.

 

The 2015 estimated population within a one-, three- and five-mile radius was 33,159, 202,082 and 420,124, respectively. The 2015 estimated average household income within a one-, three- and five-mile radius was $53,875; $48,515 and $46,409, respectively.

 

The table below shows the apartment unit mix at the Sunset Cove Apartments Property:

 

Sunset Cove Apartments Unit Mix Summary
Floor Plan No. of Units % of Total SF Total SF   
2 Bedroom/2 Bath 68 17.3% 1,010 68,680
2 Bedroom/2 Bath 124 31.6% 1,070 132,680
2 Bedroom/2 Bath 100 25.5% 1,076 107,600
3 Bedroom/2 Bath 100 25.5% 1,200 120,000
Total/Avg. 392 100.0% 1,094 428,960

 

 

Source: Appraisal

 

Comparable rental properties to the Sunset Cove Apartments Property are shown in the table below:

 

Competitive Property Summary
Property Name Location Distance (mi.) Total Units Property Occupancy Year Built Average Unit Size SF Average Rental Rate/Unit
Villas East 5055 East Charleston Boulevard, Las Vegas 0.2 160 86% 1984 908 $597
Oasis Meadows 3150 South Nellis Boulevard, Las Vegas 1.8 383 93% 1996 1,031 $809
Oasis Springs 451 North Nellis Boulevard, Las Vegas 0.8 304 92% 1988 838 $638
Corona del Sol 4700 East Charleston Boulevard, Las Vegas 2.0 200 88% 1980 923 $567
Stonegate 5075 Spyglass Hill Drive, Las Vegas 1.0 440 92% 1990 885 $668
Sahara Gardens 4801 East Sahara Avenue, Las Vegas 1.0 312 85% 1983 878 $600
Ridge Falls 2895 East Charleston Boulevard, Las Vegas 2.8 256 90% 1997 801 $648
Total/Avg.     2,055 90%   899 $662
Sunset Cove Apartments (Subject) 5225 East Charleston Boulevard, Las Vegas   392 93% 1989 1,094 $719

 

 

Source: Appraisal

 

The Market. The Sunset Cove Apartments Property is located within the greater Las Vegas multifamily market. The Sunset Cove Apartments Property is located within the East submarket. The East submarket has class B/C vacancy of 4.8% and a 15.25-year average of 6.2%. Demand for all housing types in the Las Vegas market is fueled by population growth, currently in the range of approximately 2,780 net new residents per month. Unemployment in the Las Vegas metropolitan statistical area has continued to decrease since 2011 to an estimated 7.9% in 2014. In 2014, there were an estimated 144,366 households in the Las Vegas Market, with approximately 35% being renter-occupied. The East submarket has not added any new supply since 2009 and no new projects are projected until 2016.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-113
 

 

MSBAM 2015-C26 Sunset Cove Apartments

 

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Sunset Cove Apartments Property:

 

Cash Flow Analysis(1)
  2011 2012 2013 2014 8/31/2015 TTM UW UW per Unit
Base Rent N/A N/A $2,901,374 $3,206,504 $3,248,334 $3,332,436 $8,501
Other Income(2) N/A N/A $166,840 $215,037 $208,062 $219,411 $560
Utility Reimbursements N/A N/A $146,582 $197,148 $210,074 $218,865 $558
Discounts or Concessions N/A N/A ($181,635) ($135,685) ($94,300) ($84,888) ($217)
Less Vacancy & Credit Loss

N/A

N/A

($351,410)

($449,017)

($274,162)

($315,144)

(9.1%)

Effective Gross Income N/A N/A $2,681,751 $3,033,987 $3,298,008 $3,370,680 $8,599
Total Operating Expenses

N/A

N/A

$1,470,382

$1,424,985

$1,422,678

$1,424,867

$3,635

Net Operating Income N/A N/A $1,211,369 $1,609,002 $1,875,330 $1,945,813 $4,964
Capital Expenditures

N/A

N/A

$0

$0

$0

$109,760

$280

Net Cash Flow N/A N/A $1,211,369 $1,609,002 $1,875,330 $1,836,053 $4,684
               
Occupancy % N/A N/A 88.0% 88.0% 92.6%(3) 90.9%  
NOI DSCR N/A N/A 0.90x 1.19x 1.39x 1.44x  
NCF DSCR N/A N/A 0.90x 1.19x 1.39x 1.36x  
NOI Debt Yield N/A N/A 5.3% 7.1% 8.2% 8.5%  
NCF Debt Yield N/A N/A 5.3% 7.1% 8.2% 8.1%  

 

 
(1)2011 and 2012 financials are not available as the Sunset Cove Apartments Property was acquired in 2013.

 

(2)Other Income includes application fees, late fees, pet rent, month-to-month fees, lease termination fees, cleaning fees and miscellaneous other income.

 

(3)Based on a rent roll dated October 8, 2015.

 

Escrows and Reserves. The Sunset Cove Apartments Borrower deposited $37,751 in escrow for annual real estate taxes at loan origination and is required to escrow monthly 1/12 of the annual estimated tax payments. The Sunset Cove Apartments Borrower is required to escrow monthly 1/12 of the annual estimated insurance premiums (unless the Sunset Cove Apartments Borrower maintains an acceptable blanket insurance policy). The Sunset Cove Apartments Borrower deposited $47,281 for immediate repairs and is required to make monthly deposits of $9,147 for replacement reserves.

 

Lockbox and Cash Management. The Sunset Cove Apartments Mortgage Loan has a soft lockbox with springing cash management upon the commencement of a Cash Sweep Period (as defined below). Also during a Cash Sweep Period, the Sunset Cove Apartments Borrower will be required to deposit all excess cash with respect to the Sunset Cove Apartments Mortgage Loan to an account to be held by the lender as additional security for the Sunset Cove Apartments Mortgage Loan.

 

A “Cash Sweep Period” will commence upon the earliest of (i) an event of default under the Sunset Cove Apartments Mortgage Loan and (ii) the date upon which the DSCR is less than 1.15x on a trailing three-month basis, tested quarterly. A Cash Sweep Period will end upon, as applicable, (i) the cure or lender waiver of the event of default and (ii) the date upon which the DSCR equals or exceeds 1.15x on a trailing three-month basis, tested quarterly.

 

Additional Secured Indebtedness (not including trade debts). Not permitted.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Terrorism Insurance. The Sunset Cove Apartments Borrower is required to obtain and maintain property insurance, public liability insurance and rental loss and/or business interruption insurance that covers perils of terrorism and acts of terrorism, provided that the Sunset Cove Apartments Mortgage Loan documents provide for an annual terrorism premium cap of two times of the cost of the premium for a separate “Special Form” or “All Risks” policy or equivalent policy insuring only the Sunset Cove Apartments Property on a stand-alone basis.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-114
 

 

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This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-115
 

 

MSBAM 2015-C26

Landmark at City Park

 

Mortgage Loan No. 11 – Landmark at City Park

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance: $21,150,000   Location: Houston, TX 77047
Cut-off Date Balance: $21,150,000   General Property Type: Multifamily
% of Initial Pool Balance: 1.9%   Detailed Property Type: Garden
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Michael E. Johnson   Year Built/Renovated: 2008/N/A
Mortgage Rate: 4.375%   Size: 288 Units
Note Date: 7/7/2015   Cut-off Date Balance per Unit: $73,438
First Payment Date: 9/1/2015   Maturity Date Balance per Unit: $65,740
Maturity Date: 8/1/2025   Property Manager: Landmark Management Group, Inc. (borrower related)
Original Term to Maturity: 120 months    
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 48 months   UW NOI: $1,755,506
Seasoning: 3 months   UW NOI Debt Yield: 8.3%
Prepayment Provisions: LO (27); DEF (89); O (4)   UW NOI Debt Yield at Maturity: 9.3%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.33x (P&I)           1.79x (IO)
Additional Debt Type: N/A   Most Recent NOI: $1,881,159 (4/30/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $1,779,556 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $1,618,342 (12/31/2013)
Reserves   Most Recent Occupancy: 96.2% (5/31/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 97.9% (12/31/2014)
RE Tax: $528,000 $66,000 N/A   3rd Most Recent Occupancy: 97.3% (12/31/2013)
Insurance: $51,372 $8,859 N/A   Appraised Value (as of): $28,730,000 (4/30/2015)
Recurring Replacements: $0 $6,000 N/A   Cut-off Date LTV Ratio: 73.6%
          Maturity Date LTV Ratio: 65.9%
               

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $21,150,000 100.0%   Loan Payoff: $14,010,456 66.2%
        Reserves: $579,372 2.7%
        Closing Costs: $406,918 1.9%
        Return of Equity: $6,153,254 29.1%
Total Sources: $21,150,000 100.0%   Total Uses: $21,150,000 100.0%

 

The Mortgage Loan. The eleventh largest mortgage loan (the “Landmark at City Park Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $21,150,000 secured by a first priority fee mortgage encumbering a garden style multifamily property with a total of 288 apartments in Houston, TX (the “Landmark at City Park Property”). The proceeds of the Landmark at City Park Mortgage Loan were used to refinance a prior loan of approximately $14,010,456, fund reserves, pay closing costs and return equity to the Landmark at City Park Borrower. The previous loan secured by the Landmark at City Park Property was included in the FREMF 2011-K702 securitization trust.

 

The Borrower and the Sponsor. The borrower is Landmark at City Park, LLC (the “Landmark at City Park Borrower”), a recycled special-purpose Mississippi limited liability company with one independent director. The Landmark at City Park Borrower is partially owned and controlled by Michael E. Johnson, the nonrecourse carve-out guarantor and Manager of Landmark Companies (“Landmark”), a Jackson Mississippi-based real estate development company. Landmark currently operates thirteen multifamily properties in Texas and Mississippi.

 

The Property. The Landmark at City Park Property consists of 12 three-story apartment buildings containing 288 one- and two-bedroom units with 461 surface parking spaces. Common amenities include a resort-style swimming pool, a fitness center, a conference room, a carwash and vacuum center and a picnic area. The Landmark at City Park Property was constructed in 2008.

 

The table below summarizes the Landmark at City Park Property apartment unit mix:

 

Unit Mix
Type No. of Units Avg. Size (SF) Avg. Quoted Rent Market Rent
1BR/1BA 168 826 $965 $965
2BR/2BA 24 1,156 $1,230 $1,230
2BR/2BA 96 1,172 $1,310 $1,310
Total/Wtd. Avg. 288 969 $1,102 $1,102

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-116
 

 

MSBAM 2015-C26

Landmark at City Park

 

The Market. The Landmark at City Park Property is located in the City Park master planned community of Houston, Harris County, Texas, approximately 15 miles south of the Houston central business district, within the Highway 288/ South submarket. As of March 31, 2015, the submarket contained approximately 4,760 Class A apartment units with an average 92.9% occupancy level. There are three apartment complexes totaling approximately 880 units currently under construction in the submarket. There is one property proposed with 300 expected units.

 

Comparable rental properties to the Landmark at City Park Property are shown in the table below:

 

Competitive Property Summary
Property Name/Address Property Size (Units) Property Size (SF) Year Built Occ. Average Units Size (SF) Average Monthly Rent per Unit
Carroll at Shadow Creek Ranch
12400 Shadow Creek Parkway
Pearland, TX
360 410,656 2010 96% 1,141 $1,411
SouthWind
9720 Broadway
Pearland, TX
312 302,172 2003 86% 969 $1,270
Stonebridge at City Park
11800 City Park Central Lane
Houston, TX
240 211,288 2004 96% 880 $1,078
Villas at Shadow Creek I
2200 Business Center Drive
Pearland, TX
296 327,478 2005 98% 1,106 $1,324
Villas @ Shadow Creek Ranch
2020 Business Center Drive
Pearland, TX
264 284,460 2007 99% 1,078 $1,279

Villas at Coronado

 9111 Lakes at 610 Drive

 Houston, TX

344 281,768 2004 96% 819 $1,227

 

 

Source: Appraisal

 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Cash Flow at the Landmark at City Park Property:

 

Cash Flow Analysis
  2011 2012 2013 2014 4/30/2015 TTM UW UW per Unit
Base Rent $3,049,299 $3,102,652 $3,238,621 $3,393,935 $3,457,373 $3,567,780 $12,388
Total Recoveries $0 $0 $0 $0 $0 $0 $0
Other Income $206,232 $209,624 $228,016 $244,578 $250,876 $250,876 $871
Discounts Concessions $0 $0 $0 $0 $0 $0 $0
Less Vacancy & Credit Loss

($396,922)

($337,545)

($185,978)

($163,315)

($154,150)

($214,067)

($743)

Effective Gross Income $2,858,610 $2,974,731 $3,280,659 $3,475,199 $3,554,099 $3,604,589 $12,516
Total Expenses

$1,397,947

$1,465,517

$1,662,317

$1,695,643

$1,672,940

$1,849,083

$6,420

Net Operating Income $1,460,663 $1,509,214 $1,618,342 $1,779,556 $1,881,159 $1,755,506 $6,096
Capital Expenditures

$0

$0

$0

$0

$0

$72,000

$250

Net Cash Flow $1,460,663 $1,509,214 $1,618,342 $1,779,556 $1,881,159 $1,683,506 $5,846
               
Occupancy %(1) 94.3% 93.8% 97.3% 97.9% 98.0% 94.0%  
NOI DSCR 1.15x 1.19x 1.28x 1.40x 1.48x 1.39x  
NCF DSCR 1.15x 1.19x 1.28x 1.40x 1.48x 1.33x  
NOI Debt Yield 6.9% 7.1% 7.7% 8.4% 8.9% 8.3%  
NCF Debt Yield 6.9% 7.1% 7.7% 8.4% 8.9% 8.0%  

 

 
(1)Historical Occupancy figures are based on annual economic occupancy rates.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-117
 

 

MSBAM 2015-C26

West Oaks Landing Apartments

 

Mortgage Loan No. 12 – West Oaks Landing Apartments

  

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: MSMCH   Single Asset/Portfolio: Single Asset
Original Balance: $19,500,000   Location: Houston, TX 77082
Cut-off Date Balance: $19,423,731   General Property Type: Multifamily
% of Initial Pool Balance: 1.9%   Detailed Property Type: Garden
Loan Purpose: Acquisition   Title Vesting: Fee
Sponsor: Eugene Ning; Tom Huang; Scott Hu   Year Built/Renovated: 1984/2014
Mortgage Rate: 4.250%   Size: 464 Units
Note Date: 7/9/2015   Cut-off Date Balance per Unit: $41,861
First Payment Date: 9/1/2015   Maturity Date Balance per Unit: $33,770
Maturity Date: 8/1/2025   Property Manager: GPI Real Estate Management (borrower related)
Original Term to Maturity: 120 months    
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 0 months   UW NOI: $1,794,983
Seasoning: 3 months   UW NOI Debt Yield: 9.2%
Prepayment Provisions: LO (27); DEF (89); O (4)   UW NOI Debt Yield at Maturity: 11.5%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.46x
Additional Debt Type: N/A   Most Recent NOI: $1,839,838 (4/30/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $1,658,621 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $1,264,374 (4/30/2013 TTM)
Reserves   Most Recent Occupancy: 94.6% (6/17/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy: 91.4% (12/31/2014)
RE Tax: $303,543 $39,840 N/A   3rd Most Recent Occupancy: 90.8% (4/30/2013 TTM)
Insurance: $0 $15,022 N/A   Appraised Value (as of): $26,200,000 (5/12/2015)
Deferred Maintenance: $22,500 $0 N/A   Cut-off Date LTV Ratio: 74.1%
Recurring Replacements: $0 $9,667 N/A   Maturity Date LTV Ratio: 59.8%
Other: $1,875 $0 N/A  

               

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $19,500,000 73.0%   Purchase Price: $26,000,000 97.3%
Borrower Equity: $6,676,571 25.0%   Reserves: $327,918 1.2%
Seller Credits(1): $545,192 2.0%   Closing Costs: $393,845 1.5%
Total Sources: $26,721,764 100.0%   Total Uses: $26,721,764 100.0%

 

 
(1)Seller Credits include property tax and rent/income pro-rations, security deposits, prepaid rents, and a credit for a gate repair.

 

The Mortgage Loan. The twelfth largest mortgage loan (the “West Oaks Landing Apartments Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $19,500,000 secured by a first priority fee mortgage encumbering a garden style multifamily property with a total of 464 apartments in Houston, TX (the “West Oaks Landing Apartments Property”). The proceeds of the West Oaks Landing Apartments Mortgage Loan were used to acquire the West Oaks Landing Apartments Property for a purchase price of approximately $26,000,000.

 

The Borrower and the Sponsor. The borrower is GPI West Oaks II, LP (the “West Oaks Landing Apartments Borrower”), a special purpose Texas limited partnership with no independent director. The West Oaks Landing Apartments Borrower is partially owned and controlled by Eugene Ning, Tom Huang and Scott Hu, the nonrecourse carve-out guarantors and principals of GPI Investment LLC.

 

The Property. The West Oaks Landing Apartments Property consists of 27 two- and three-story apartment buildings containing 464 one- and two-bedroom units with 747 surface and carport parking spaces. Common amenities include two swimming pools, a lighted tennis court, BBQ grills, two clubhouses, a business center, a fitness center, three laundry facilities, covered parking and gated access. The West Oaks Landing Apartments Property was constructed in 1984. From 2013 to 2015, the West Oaks Landing Apartments Property went through an approximately $1.7 million general renovation project.

 

The table below summarizes the West Oaks Landing Apartments Property apartment unit mix:

 

Unit Mix
Type No. of Units Avg. Size (SF) Avg. Rent per Month
1BR/1BA 272 646 $723
2BR/1&2BA 192 978 $938
Total/Wtd. Avg. 464 783 $812

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-118
 

 

MSBAM 2015-C26

West Oaks Landing Apartments

 

The Market. The West Oaks Landing Apartments Property is located in Houston, Harris County, Texas, approximately 16 miles west of downtown Houston within the Far West Houston submarket. As of March 31, 2015, the submarket had approximately 28,599 apartment units, an average occupancy rate of 94.4%, and average monthly rents of $1,000.

 

Comparable rental properties to the West Oaks Landing Apartments Property are shown in the table below:

 

Competitive Property Summary
Property Name/Address Property Size (Units) Property Size (SF) Year Built Occ. Unit Type No. of Units Avg. Unit Size (SF) Monthly Rent per Unit
Cape Colony
15035 Westpark Drive
Houston, Texas 77082
132 124,720 1985 95% 1BR
2BR

72

60

 

785-835

1,035-1,170

 

$830-$845

$990-$1,109

 

Savannah Place I & II
3003 Windchase Boulevard
Houston, Texas 77082
151 131,368 1984 93% 1BR
2BR

83

68

 

646-850

923-1,044

 

$755-$919

$974-$1,074

 

Vanderbilt Court
12630 Ashford Point Drive
Houston, Texas 77082
164 137,106 1983 98% EFF
1BR
2BR

20

48

96

 

475

656-715

947-1,009

$575

$705-$755

$785-$950

Woodbridge Crossings
14500 Empanada Drive
Houston, Texas 77083
384 328,272 1984 85% 1BR
2BR
3BR

240

116

28

 

594-833

977-1,061

1,275-1,295

 

$650-$740

$900-$925

$1,099-$1,150

Arcadia at Westheimer(1)
2503 Panagard Drive
Houston, Texas 77082
404 362,150 1980 90%

1BR

2BR

3BR

200 

132 

72 

670-891

933-1,114

1,064-1,086

$733-$810

$845-$910

$955-$1,055

Windchase Hamlet
3233 Windchase Boulevard
Houston, Texas 77082
200 146,280 1983 98%

1BR 

2BR

 

112

88

551-675 

809-943

 

$659-$749

$829-$940

 

 

 

Source: Appraisal

 

(1)The Arcadia at Westheimer Property is owned by an affiliate of the West Oaks Landing Apartments Borrower.

 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Cash Flow at the West Oaks Landing Apartments Property:

 

Cash Flow Analysis(1)(2)
  2011 2012 4/30/2013 TTM 2014 4/30/2015 TTM UW UW per Unit
Base Rent N/A N/A $3,394,102 $4,025,335 $4,197,516 $4,431,852 $9,551.41
Total Recoveries N/A N/A $0 $0 $0 $0 $0.00
Other Income N/A N/A $418,734 $417,261 $420,008 $375,000 $808.19
Discounts Concessions N/A N/A ($199,472) ($40,641) ($59,230) ($102,449) ($220.79)
Less Vacancy & Credit Loss

N/A

N/A

($422,083)

($532,461)

($505,711)

($576,141)

($1,241.68)

Effective Gross Income N/A N/A $3,191,281 $3,869,494 $4,052,583 $4,128,262 $8,897.12
Total Operating Expenses

N/A

N/A

$1,926,907

$2,210,874

$2,212,745

$2,333,279

$5,028.62

Net Operating Income N/A N/A $1,264,374 $1,658,621 $1,839,838 $1,794,983 $3,868.50
Capital Expenditures

N/A

N/A

$0

$0

$0

$116,000

$250.00

Net Cash Flow N/A N/A $1,264,374 $1,658,621 $1,839,838 $1,678,983 $3,618.50
               
Occupancy % N/A N/A 90.8% 91.4% 91.1% 87.0%  
NOI DSCR N/A N/A 1.10x 1.44x 1.60x 1.56x  
NCF DSCR N/A N/A 1.10x 1.44x 1.60x 1.46x  
NOI Debt Yield N/A N/A 6.5% 8.5% 9.5% 9.2%  
NCF Debt Yield N/A N/A 6.5% 8.5% 9.5% 8.6%  

 

 
(1)Historical Occupancy figures are based on annual economic occupancy rates. Prior operating history is not available, as the previous owner of the West Oaks Landing Apartments Property purchased the West Oaks Landing Apartments Property in 2013.

 

(2)The 4/30/2013 TTM and 2014 operating statements reflected approximately $775,770 and $1,083,955, respectively, in capital improvements, much of which were related to the renovations that occurred between 2013 and 2015.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-119
 

 

MSBAM 2015-C26

Columbus Self Storage Portfolio

  

Mortgage Loan No. 13 – Columbus Self Storage Portfolio

  

Mortgage Loan Information   Mortgaged Property Information(1)
Mortgage Loan Seller: SMF III   Single Asset/Portfolio: Portfolio
Original Balance: $19,250,000   Location: Various, Ohio
Cut-off Date Balance: $19,250,000   General Property Type: Self Storage
% of Initial Pool Balance: 1.8%   Detailed Property Type: Self Storage
Loan Purpose: Acquisition   Title Vesting: Fee
Sponsor: Kurt E. O’Brien   Year Built/Renovated: Various
Mortgage Rate: 4.603%   Size: 302,390 SF
Note Date: 9/22/2015   Cut-off Date Balance per Unit: $64
First Payment Date: 11/6/2015   Maturity Date Balance per Unit: $58
Maturity Date: 10/6/2025   Property Manager: Self-Managed
Original Term to Maturity: 120 months   Underwriting and Financial Information(1)
Original Amortization Term: 360 months   UW NOI: $1,689,657
IO Period: 60 months   UW NOI Debt Yield: 8.8%
Seasoning: 1 month   UW NOI Debt Yield at Maturity: 9.6%
Prepayment Provisions: LO (25); DEF (89); O (6)   UW NCF DSCR: 1.85x (IO)                 1.40x (P&I)
Lockbox/Cash Mgmt Status: None   Most Recent NOI: $1,709,887 (7/31/2015 TTM)
Additional Debt Type: N/A   2nd  Most Recent NOI: $1,600,229 (12/31/2014)
Additional Debt Balance: N/A   3rd  Most Recent NOI: $1,392,859 (12/31/2013)
Future Debt Permitted (Type): No (N/A)   Most Recent Occupancy: 91.4% (9/13/2015)
Reserves   2nd Most Recent Occupancy: 87.3% (12/31/2014)
Type Initial Monthly Cap   3rd Most Recent Occupancy: 84.8% (12/31/2013)
RE Tax: $120,377 $26,573 N/A   Appraised Value (as of): $27,100,000 (September 2015)
Insurance: $20,352 $2,261 N/A   Cut-off Date LTV Ratio: 71.0%
Deferred Maintenance: $189,188 $0 N/A   Maturity Date LTV Ratio: 65.2%
Recurring Replacements: $210,812 $2,520 N/A      
               

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $19,250,000 74.4%   Purchase Price: $24,700,000 95.4%
Sponsor Equity: $6,635,129 25.6%   Closing Costs: $644,400 2.5%
        Reserves: $540,729 2.1%
Total Sources: $25,885,129 100.0%   Total Uses: $25,885,129 100.0%

 

 
(1)Mortgaged Property Information and Underwriting and Financial Information are based on a combination or sum of information relating to all four self-storage properties that comprise the Columbus Self Storage Portfolio Property.

 

The Mortgage Loan. The thirteenth largest mortgage loan (the “Columbus Self Storage Portfolio Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $19,250,000 secured by first priority fee mortgages encumbering four self storage properties in Ohio (collectively, the “Columbus Self Storage Portfolio Property”). A previous loan secured by the Tussing Road Self Storage property was included in the COMM 2013-CR7 securitization trust. The proceeds of the Columbus Self Storage Portfolio Mortgage Loan were primarily used to acquire the Columbus Self Storage Portfolio Property, pay closing costs and fund reserves.

 

The Borrower and the Sponsor. The borrower is, collectively, SS Columbus Fisher Road, LLC, SS Gahanna, LLC, SS Powell, LLC and SS Reynoldsburg, LLC, each a Delaware limited liability company. Kurt E. O’Brien is the loan sponsor and nonrecourse carve-out guarantor. Kurt E. O’Brien is the CEO of Simply Self Storage. Simply Self Storage acquired the Columbus Self Storage Portfolio Property in partnership with Paragon Outcomes Management, a registered investment adviser, which owns equity in the Columbus Self Storage Portfolio borrower. Simply Self Storage was established in 2004 and operates over 170 self-storage facilities totaling more than 9 million SF.

 

The Property. The Columbus Self Storage Portfolio Property consists of four self-storage properties totaling 302,390 SF. The Columbus Self Storage Portfolio Property was built between 1992 and 2005 and has a weighted average occupancy rate of 91.4% as of September 13, 2015. The Columbus Self Storage Portfolio Property is located in Gahanna, Powell, Columbus and Reynoldsburg, Ohio.

 

Taylor Station Self Storage is a 89,350 SF self-storage property located in Gahanna, Ohio. Taylor Station Self Storage has 622 storage units, 23% of which are climate-controlled. Golf Village Self Storage is a 69,640 SF self-storage property located in Powell, Ohio. Golf Village Self Storage has 444 storage units, 30% of which are climate-controlled. Fisher Road Self Storage is a 76,325 SF self-storage property located in Columbus, Ohio. Fisher Road Self Storage has 490 storage units, 16% of which are climate-controlled. Tussing Road Self Storage is a 67,075 SF self-storage property located in Reynoldsburg, Ohio. Tussing Road Self Storage has 490 storage units, 14% of which are climate-controlled.

 

The Columbus Self Storage Portfolio Mortgage Loan documents permit the construction and development of additional self-storage buildings at the Taylor Station Self Storage and Golf Village Self Storage mortgaged properties, subject to certain conditions, including (i) the borrower’s deposit of an amount equal to 115% of the budgeted costs for such construction and development, (ii) delivery of written approval by all applicable zoning boards,

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-120
 

 

MSBAM 2015-C26

Columbus Self Storage Portfolio

 

planning commissions or any other governmental authority required to commence such construction and development and (iii) the related guarantor’s execution of a payment and completion guaranty.

 

The table below summarizes the details of the four properties comprising the Columbus Self Storage Portfolio Property:

 

Property Summary
   Property Allocated Cut-off
Date Loan Amount
% of Allocated Loan Amount Location No. of Units Area (SF) Year Built/
Renovated
Occupancy Appraised Value UW NCF
Taylor Station Self Storage $6,160,000 32.0% Gahanna, OH 622 89,350 2002/N/A 87.2% $8,700,000 $532,730
Golf Village Self Storage $5,005,000 26.0% Powell, OH 444 69,640 2005/2013 95.6% $6,600,000 $395,910
Fisher Road Self Storage $4,235,000 22.0% Columbus, OH 490 76,325 2000/N/A 90.0% $6,100,000 $373,127
Tussing Road Self Storage $3,850,000 20.0% Reynoldsburg, OH 490 67,075 1992/N/A 93.9% $5,700,000 $357,650
Total/Wtd. Avg. $19,250,000 100.0%   2,046 302,390   91.4% $27,100,000 $1,659,417

 

The Market. The Columbus Self Storage Portfolio Property consists of four properties in four cities in Ohio. Below is a summary of the related markets:

 

Market Summary
    2015 Population  
   Property Location One-Mile Radius Three-Mile Radius Five-Mile Radius

Competitive Set Occupancy Rate
Taylor Station Self Storage Gahanna, OH 2,091 65,168 199,104 90.2%
Golf Village Self Storage Powell, OH 2,820 24,186 72,419 93.9%
Fisher Road Self Storage Columbus, OH 2,981 91,307 226,144 89.2%
Tussing Road Self Storage Reynoldsburg, OH 13,049 87,048 196,189 92.3%

 

 

Source: Appraisal

 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Columbus Self Storage Portfolio Property:

 

Cash Flow Analysis
  2011 2012 2013 2014 7/31/2015 TTM UW UW per Unit
Base Rent N/A $1,939,995 $2,182,693 $2,408,745 $2,499,130 $2,945,925 $9.60
Total Recoveries N/A $0 $0 $0 $0 $0 $0.00
Other Income(1) N/A $122,799 $149,581 $160,673 $166,444 $166,444 $0.54
Discounts Concessions N/A $0 $0 $0 $0 $0 $0.00
Less Vacancy & Credit Loss

N/A

$0

$0

$0

$0

($446,795)

($1.46)

Effective Gross Income N/A $2,062,794 $2,332,274 $2,569,418 $2,665,574 $2,665,574 $8.68
Total Operating Expenses

N/A

$865,553

$939,415

$969,189

$955,687

$975,917

$3.18

Net Operating Income N/A $1,197,240 $1,392,859 $1,600,229 $1,709,887 $1,689,657 $5.50
Capital Expenditures

N/A

$0

$0

$0

$0

$30,240

$0.10

Net Cash Flow N/A $1,197,240 $1,392,859 $1,600,229 $1,709,887 $1,659,417 $5.41
               
Occupancy % N/A 81.1% 84.8% 87.3% 91.4%(2) 84.8%  
NOI DSCR N/A 1.01x 1.18x 1.35x 1.44x 1.43x  
NCF DSCR N/A 1.01x 1.18x 1.35x 1.44x 1.40x  
NOI Debt Yield N/A 6.2% 7.2% 8.3% 8.9% 8.8%  
NCF Debt Yield N/A 6.2% 7.2% 8.3% 8.9% 8.6%  

 

 
(1)Other Income consists primarily of fee income, tenant insurance and truck rental income.

 

(2)The 7/31/2015 TTM Occupancy % is based on the 9/13/2015 rent roll.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-121
 

 

MSBAM 2015-C26 Compass Bank Plaza & Silver Square

 

Mortgage Loan No. 14 – Compass Bank Plaza & Silver Square

 

Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: BANA   Single Asset/Portfolio(1): Portfolio
Original Balance: $18,000,000   Location: Albuquerque, NM 87102
Cut-off Date Balance: $18,000,000   General Property Type: Office
% of Initial Pool Balance: 1.7%   Detailed Property Type: CBD
Loan Purpose: Refinance   Title Vesting(2): Fee & Leasehold
Sponsor: Joseph Edmonds   Year Built/Renovated(1): Various/Various
Mortgage Rate: 4.685%   Size(1): 345,212 SF
Note Date: 10/16/2015   Cut-off Date Balance per Unit: $52
First Payment Date: 12/1/2015   Maturity Date Balance per Unit: $43
Maturity Date: 11/1/2025   Property Manager: Lotus Office Management, LLC
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 0 months   UW NOI: $3,120,141
Seasoning: 0 months   UW NOI Debt Yield: 17.3%
Prepayment Provisions: LO (24); DEF (92); O (4)   UW NOI Debt Yield at Maturity: 21.3%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 2.51x
Additional Debt Type: N/A   Most Recent NOI: $3,071,721 (7/31/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $3,001,713 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $2,679,039 (12/31/2013)
Reserves   Most Recent Occupancy(1): 87.8% (9/1/2015)
Type Initial Monthly Cap   2nd Most Recent Occupancy(1): 82.9% (12/31/2014)
RE Tax: $161,629 $20,204 N/A   3rd Most Recent Occupancy(1): 78.4% (12/31/2013)
Insurance: $55,166 $6,130 N/A   Appraised Value (as of)(1): $27,500,000 (8/19/2015)
Deferred Maintenance: $14,250 $0 N/A   Cut-off Date LTV Ratio: 65.5%
Recurring Replacements: $0 $7,079 N/A   Maturity Date LTV Ratio: 53.4%
TI/LC: $100,000 $25,000 $550,000      
               

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $18,000,000 94.3%   Loan Payoff: $18,277,834 95.8%
Borrower Equity: $1,078,717 5.7%   Reserves: $331,045 1.7%
        Closing Costs: $469,838 2.5%
Total Sources: $19,078,717 100.0%   Total Uses: $19,078,717 100.0%

 

 

(1)The Compass Bank Plaza & Silver Square Property consists of two properties known as Compass Bank Plaza and Silver Square. Compass Bank Plaza was built in 1966 and renovated in 2003, consists of 227,054 SF, was 86.1% leased as of 9/1/2015 and had an appraised value as of 8/19/2015 of $20,000,000. Silver Square was built in 1956 and renovated in 2007, consists of 118,158 SF, was 90.9% leased as of 9/1/2015 and had an appraised value as of 8/19/2015 of $7,500,000. The Most Recent Occupancy figures reflect a weighted average.

 

(2)The Compass Bank Plaza & Silver Square Property includes a leasehold interest in a portion of the surface parking lot (representing 56 of the 399 total parking spaces) and a drive-up banking facility (encompassing 0.973 acres of the total 1.946 acre site) for the Compass Bank tenant located on the north side of Compass Bank Plaza.

 

The Mortgage Loan. The fourteenth largest mortgage loan (the “Compass Bank Plaza & Silver Square Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $18,000,000 secured by a first priority fee and leasehold mortgage encumbering a 227,054 SF office building in Albuquerque, New Mexico known as Compass Bank Plaza (“Compass Bank Plaza”) and a 118,158 SF office building in Albuquerque, New Mexico known as Silver Square (“Silver Square”) (together, the “Compass Bank Plaza & Silver Square Property”). The proceeds of the Compass Bank Plaza & Silver Square Mortgage Loan were used along with equity from the Compass Bank Plaza & Silver Square Borrower to pay off existing debt, fund upfront reserves and pay closing costs.

 

The Borrower and the Sponsor. The borrower is 505 Marquette, LLC and 625 Silver, LLC (collectively, the “Compass Bank Plaza & Silver Square Borrower”), two single-purpose Washington limited liability companies. The Compass Bank Plaza & Silver Square Mortgage Loan sponsor and nonrecourse carve-out guarantor is Joseph Edmonds. Joseph Edmonds is the owner of Trident Investments, Inc., a real estate and investment company currently developing and managing commercial properties in the Puget Sound region.

 

The Property. The Compass Bank Plaza & Silver Square Property is comprised of Compass Bank Plaza and Silver Square, located approximately 0.4 miles from each other, which both serve as collateral for the Compass Bank Plaza & Silver Square Mortgage Loan and are described below.

 

Compass Bank Plaza. Compass Bank Plaza, located at 505 Marquette Avenue Northwest, Albuquerque, New Mexico, is a Class “C+” 18-story, 227,054 SF office building built in 1966 and renovated in 2003. As of September 1, 2015, Compass Bank Plaza was 86.1% leased to 32 tenants. The largest tenant, NM Public Defenders Department (60,051 SF, 26.4% of NRA, 32.1% of underwritten base rent), is under a lease expiring in June 2022 with no extension options. NM Public Defenders Department, an agency of the State of New Mexico that provides legal services, has been in occupancy for over eight years. The second largest tenant, Water Utility Authority (18,504 SF, 8.1% of NRA, 8.0% of underwritten base rent), is under a lease expiring in June 2016 with no extension options, and is a provider of water and wastewater services to the greater Albuquerque metropolitan area. The third largest

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-122
 

 

MSBAM 2015-C26 Compass Bank Plaza & Silver Square

 

tenant, Compass Bank (12,418 SF, 5.5% of NRA, 8.3% of underwritten base rent), is under a lease expiring in August 2019 with one five-year extension option, and is a wholly owned subsidiary of BBVA (NYSE: BBVA).

 

Compass Bank Plaza is located at the western edge of the central business district (“CBD”) of downtown Albuquerque. Compass Bank Plaza is approximately 1.7 miles southwest of the intersection of Interstate 40 and interstate 25, commonly known as “The Big I.” Also, located approximately one block north of Compass Bank Plaza, is the City’s Courthouse district. The district is named for the three major courthouses all located within a four-block radius, Pete V. Domenici United States Courthouse, Bernalillo County Courthouse and New Mexico Metropolitan Courthouse.

 

The 2015 estimated population within a one-, three- and five mile radius is 12,915, 95,716 and 248,219, respectively. The 2015 estimated average household income within a one-, three- and five mile radius is $48,316, $52,310 and $53,278, respectively.

 

The following table presents a summary regarding major tenants at Compass Bank Plaza:

 

Compass Bank Plaza Tenant Summary(1)
Tenant Name

Credit Rating

(Fitch/ Moody’s/ S&P)(2)

Tenant SF Approximate % of SF Annual UW Rent % of Total Annual UW Rent Annual UW Rent PSF(3) Lease Expiration
Major Tenants              
NM Public Defenders Department NR/Aaa/AA+ 60,051 26% $992,079 32% $16.52 6/30/2022
Water Utility Authority NR/Aa2/AA+ 18,504 8% $246,289 8% $13.31 6/30/2016
Compass Bank A-/Baa1/BBB+ 12,418 5% $257,674 8% $20.75 8/31/2019
Windstream BB/B1/B 10,819 5% $167,695 5% $15.50 5/31/2020
Keller & Keller NR/NR/NR 9,000 4% $130,500 4% $14.50 10/31/2022
Subtotal/Wtd. Avg.   110,792 49% $1,794,236 58% $16.19  
Other Tenants   69,715 31% $1,299,167 42% $18.64  
Vacant Space   46,547 21% $0 0% $0.00  
Total/Wtd. Avg.   227,054 100% $3,093,403 100% $17.14  

 

 

(1)Information is based on the underwritten rent roll.

 

(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(3)Wtd. Avg. Annual UW Rent PSF excludes vacant space.

 

Silver Square. Silver Square, located at 625 Silver Avenue Southwest, Albuquerque, New Mexico, is a Class “C+” four-story, 118,158 SF office building built in 1956 and renovated in 2007. As of September 1, 2015, Compass Bank Plaza was 90.9% leased to 16 tenants. The largest tenant, the City of Albuquerque (31,554 SF, 26.7% of NRA, 32.3% of underwritten base rent), is under a lease expiring in June 2017 with no extension options and has the right to terminate the lease upon 120 days’ prior written notice and payment of three months’ rent. The City of Albuquerque uses this space for its family advocacy center and has been in occupancy for over eight years. The second largest tenant, Aging and Long Term Services (21,482 SF, 18.2% of NRA, 21.2% of underwritten base rent), is under a lease expiring in January 2019 with no extension options. Aging and Long Term Services, an agency of the State of New Mexico that provides services to the older Albuquerque population, has been in occupancy for over 16 years. The third largest tenant, Developmentally Disabled Planning Council (11,249 SF, 9.5% of NRA, 9.9% of underwritten base rent), is under a lease expiring in September 2023 with no extension options. Developmentally Disabled Planning Council is an agency of the State of New Mexico that provides services to the Albuquerque population with developmental disabilities.

 

Silver Square is located at the southwestern edge of the downtown Albuquerque CBD and is approximately 2.1 miles southwest of the “The Big I.” In addition, Alvarado Transportation Center Downtown, the center of public transit in the city, is located less than a mile from the Silver Square property.

 

The 2015 estimated population within a one-, three- and five mile radius is 13,250, 95,039 and 253,777, respectively. The 2015 estimated average household income within a one-, three- and five mile radius is $48,676, $50,005 and $52,651, respectively.

 

The following table presents a summary regarding major tenants at Silver Square:

 

Silver Square Tenant Summary(1)
Tenant Name

Credit Rating

(Fitch/ Moody’s/ S&P)(2)

Tenant SF Approximate % of SF Annual UW Rent % of Total Annual UW Rent Annual UW Rent PSF(3) Lease Expiration
Major Tenants              
City of Albuquerque AA+/Aa1/AAA 31,554 27% $551,879 32% $17.49 6/30/2017
Aging and Long Term Services NR/Aaa/AA+ 21,482 18% $362,783 21% $16.89 1/14/2019
Developmentally Disabled Planning Council NR/Aaa/AA+ 11,249 10% $168,576 10% $14.99 9/30/2023
Envision New Mexico NR/NR/NR 5,987 5% $84,159 5% $14.06 7/31/2016
Am Votes/CCP/ProgressNM NR/NR/NR 5,792 5% $81,088 5% $14.00 6/30/2016
Subtotal/Wtd. Avg.   76,064 64% $1,248,485 73% $16.41  
               
Other Tenants   31,308 26% $460,370 27% $14.70  
Vacant Space   10,786 9% $0 0% $0.00  
Total/Wtd. Avg.   118,158 100% $1,708,855 100% $15.92  

 

 

(1)Information is based on the underwritten rent roll.

 

(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(3)Wtd. Avg. Annual UW Rent PSF excludes vacant space.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-123
 

 

MSBAM 2015-C26 Compass Bank Plaza & Silver Square

 

The following table presents certain information relating to the lease rollover schedule at the Compass Bank Plaza & Silver Square Property:

 

Lease Rollover Schedule(1)(2)
Year # of Leases Rolling SF Rolling UW Rent PSF Rolling(3) Approx. % of
Total SF Rolling
Approx. Cumulative % of SF Rolling Total UW Rent Rolling Approx. % of
Total UW Rent Rolling
Approx.
Cumulative %
of Total UW
Rent Rolling
MTM 4 4,270 $13.85 1% 1% $59,125 1% 1%
2015 3 2,952 $14.39 1% 2% $42,482 1% 2%
2016 11 36,074 $15.53 10% 13% $560,201 12% 14%
2017 10 51,915 $17.41 15% 28% $903,986 19% 33%
2018 2 8,957 $15.25 3% 30% $136,577 3% 35%
2019 9 46,947 $17.80 14% 44% $835,470 17% 53%
2020 9 23,838 $17.71 7% 51% $422,211 9% 62%
2021 0 0 $0.00 0% 51% $0 0% 62%
2022 4 73,220 $16.58 21% 72% $1,213,827 25% 87%
2023 3 23,849 $16.15 7% 79% $385,218 8% 95%
2024 2 13,338 $14.83 4% 83% $197,820 4% 99%
2025 1 2,519 $18.00 1% 83% $45,342 1% 100%
2026 & Beyond 0 0 $0.00 0% 83% $0 0% 100%
Vacant 0 57,333 $0.00 17% 100% $0 0% 100%
Total/Wtd. Avg. 58 345,212 $16.68 100%   $4,802,258 100%  

 

 

(1)Information is based on the underwritten rent roll.

 

(2)Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease that are not considered in the lease rollover schedule.

 

(3)Wtd. Avg. UW Rent PSF Rolling excludes vacant space.

 

The Market. The Compass Bank Plaza & Silver Square Property is located in the Downtown submarket of Albuquerque, New Mexico. Albuquerque is located in Bernalillo County and is the largest city in New Mexico. As of the second quarter of 2015, Downtown Albuquerque office submarket has inventory of approximately 7.8 million SF with vacancy of 10.9% and an average rental rate of $14.95 PSF. According to the appraiser, there is currently no new office construction in the submarket.

 

The following table presents recent leasing data at five competitive properties to the Compass Bank Plaza & Silver Square Property:

 

Comparable Leases Summary
Property Name/Location Year Built Overall Occ. Building Class NRA (SF) Tenant Name Lease Start Date Lease Size (SF) Lease Term (Mos.) Annual Base Rent (PSF)

First Plaza Galleria

20-40 First Plaza Northwest

Albuquerque, NM

1972 79% B- 317,295 NAV
NAV

Nov-14

Nov-14

12,860

41,195

36

60

$17.50

$17.50

Bank of America Centre

500 4th Street Northwest & 303 Roma Avenue Northwest

Albuquerque, NM

1974 65% B- 227,537 NAV
NAV
Citadel Broadcasting Co.

Aug-15

Aug-15

Dec-14

2,550

10,107

13,102

60

60

60

$13.50

$12.50

$16.50

Simms Building
400 Gold Avenue Southwest

Albuquerque, NM

 

1954 46% C+ 113,041

NAV

Café Bien Restaurant

RMKM Architecture

LULAC

Aug-15

Jul-13

Jul-12

Dec-11

2,439

2,342

5,082

1,400

60

36

36

36

$13.00

$12.30

$12.75

$12.00

Gold Building

320 Gold Avenue Southwest

Albuquerque, NM

1962 79% C+ 107,887

NAV
KEMA, Inc.

NAV

Mazel and Associates

Sep-15

Apr-15

Feb-15

May-13

1,005

3,272

1,260

3,145

36

36

16

64

$13.50

$12.83

$13.00

$12.00

7 Broadway Place
707 Broadway Boulevard Northeast
Albuquerque, NM
1986 70% C 71,082

Small Steps Counseling

Open Skies Healthcare

 

Oct-14

Feb-14

 

4,567

20,320

 

62

60

 

$13.00

$12.50

 

 

 

Source: Appraisal

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-124
 

 

MSBAM 2015-C26 Compass Bank Plaza & Silver Square

 

Operating History and Underwritten Cash Flow. The following table presents certain information relating to the Underwritten Cash Flow at the Compass Bank Plaza & Silver Square Property:

 

Cash Flow Analysis  
  2011   2012   2013   2014   7/31/2015 TTM   UW   UW PSF  
Base Rent(1) $4,143,078   $4,122,963   $4,204,499   $4,585,486   $4,752,115   $5,658,915   $16.39  
Total Recoveries $96,830   $116,650   $180,523   $159,269   $201,408   $150,116   $0.43  
Other Income(2) $116,390   $117,902   $119,379   $131,777   $172,207   $175,847   $0.51  
Vacancy & Credit Loss

$0

 

$0

 

$0

 

$0

 

$0

 

($841,195)

 

(14.5%)

 
Effective Gross Income $4,356,298   $4,357,515   $4,504,401   $4,876,532   $5,125,730   $5,143,683   $14.90  
Total Operating Expenses

$1,782,356

 

$1,808,328

 

$1,825,362

 

$1,874,819

 

$2,054,009

 

$2,023,542

 

$5.86

 
Net Operating Income $2,573,942   $2,549,187   $2,679,039   $3,001,713   $3,071,721   $3,120,141   $9.04  
Capital Expenditures $0   $0   $0   $0   $0   $86,303   $0.25  
TI/LC

$0

 

$0

 

$0

 

$0

 

$0

 

$225,728

 

$0.65

 
Net Cash Flow $2,573,942   $2,549,187   $2,679,039   $3,001,713   $3,071,721   $2,808,110   $8.13  
                             
Occupancy % 71.7%   69.8%   78.4%   82.9%   87.8%(3)   85.5%      
NOI DSCR 2.30x   2.28x   2.40x   2.68x   2.75x   2.79x      
NCF DSCR 2.30x   2.28x   2.40x   2.68x   2.75x   2.51x      
NOI Debt Yield 14.3%   14.2%   14.9%   16.7%   17.1%   17.3%      
NCF Debt Yield 14.3%   14.2%   14.9%   16.7%   17.1%   15.6%      

 

 

(1)Historical Base Rent is net of vacancy. Contractual rent steps through September 2016, totaling approximately $85,419, are underwritten.

 

(2)Other Income consists primarily of parking income and other miscellaneous items.

 

(3)Based on rent rolls dated September 1, 2015.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-125
 

 

MSBAM 2015-C26 Stoney Park Place Apartments

 

Mortgage Loan No. 15 – Stoney Park Place Apartments

 

               
Mortgage Loan Information   Mortgaged Property Information
Mortgage Loan Seller: BANA   Single Asset/Portfolio: Single Asset
Original Balance: $17,550,000   Location: Shelby Township, MI 48316
Cut-off Date Balance: $17,550,000   General Property Type: Multifamily
% of Initial Pool Balance: 1.7%   Detailed Property Type: Garden
Loan Purpose: Refinance   Title Vesting: Fee
Sponsor: Vince Castellana; Josephine Mauro   Year Built/Renovated: 2002/N/A
Mortgage Rate: 4.805%   Size: 150 Units
Note Date: 9/18/2015   Cut-off Date Balance per Unit: $117,000
First Payment Date: 11/1/2015   Maturity Date Balance per Unit: $103,333
Maturity Date: 10/1/2025   Property Manager: Self-Managed
Original Term to Maturity: 120 months      
Original Amortization Term: 360 months   Underwriting and Financial Information
IO Period: 36 months   UW NOI: $1,570,187
Seasoning: 1 month   UW NOI Debt Yield: 8.9%
Prepayment Provisions: LO (25); DEF/YM1 (91); O (4)   UW NOI Debt Yield at Maturity: 10.1%
Lockbox/Cash Mgmt Status: Springing/Springing   UW NCF DSCR: 1.79x (IO)          1.39x (P&I)
Additional Debt Type: N/A   Most Recent NOI: $1,642,203 (6/30/2015 TTM)
Additional Debt Balance: N/A   2nd Most Recent NOI: $1,456,706 (12/31/2014)
Future Debt Permitted (Type): No (N/A)   3rd Most Recent NOI: $1,408,569 (12/31/2013)
      Most Recent Occupancy: 92.7% (9/30/2015)
Reserves   2nd Most Recent Occupancy: 89.3% (12/31/2014)
Type Initial     Monthly     Cap   3rd Most Recent Occupancy: 93.3% (12/31/2013)
RE Tax: $36,928 $12,309 N/A   Appraised Value (as of): $23,400,000 (6/16/2015)
Insurance: $23,566 $3,928 N/A   Cut-off Date LTV Ratio: 75.0%
Recurring Replacements: $0 $4,288 N/A   Maturity Date LTV Ratio: 66.2%

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Loan Amount: $17,550,000 100.0%   Loan Payoff: $13,215,344 75.3%
        Reserves: $60,494 0.3%
        Closing Costs: $292,668 1.7%
        Return of Equity: $3,981,494 22.7%
Total Sources: $17,550,000 100.0%   Total Uses: $17,550,000 100.0%

The Mortgage Loan. The fifteenth largest mortgage loan (the “Stoney Park Place Apartments Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $17,550,000 secured by a first priority fee mortgage encumbering a 150-unit garden-style apartment community in Shelby Township, Michigan known as Stoney Park Place Apartments (the “Stoney Park Place Apartments Property”). The proceeds of the Stoney Park Place Apartments Mortgage Loan were used to defease the previous loan which was securitized in the MLCFC 2007-5 securitization, fund reserves, pay closing costs and return equity to the Stoney Park Place Apartments Borrower.

 

The Borrower and Sponsors. The borrower is Stoney Park Place, LLC, a single-purpose Michigan limited liability company (the “Stoney Park Place Apartments Borrower”). The Stoney Park Place Apartments Mortgage Loan sponsors and nonrecourse carve-out guarantors are Vince Castellana and Josephine Mauro. Vince Castellana and Josephine Mauro are siblings that collectively own several commercial properties in Michigan including two retail properties, an office property and several parcels of land.

 

The Property. The Stoney Park Place Apartments Property, located at 56114 Stoney Place Drive, Shelby Township, Michigan, is a 150-unit Class “A” garden-style apartment community built by the sponsors in 2002 that as of September 30, 2015 was 92.7% occupied. The units are allocated across 15 two-story buildings and one clubhouse. Each unit includes a private entrance, an attached garage, in-unit washer/dryer, ceramic tile in the kitchen and bathroom, a private patio/balcony and electric fireplaces. Common amenities include an expansive clubhouse with adjacent in-ground pool and hot tub, sauna, fitness center, billiards room and business center. The Stoney Park Place Apartments Property includes 150 garage and 193 lined parking spaces (2.3 spaces/unit).

 

The Stoney Park Place Apartments Property is located on the west side of Mound Road, south of 26 Mile Road in Shelby Township, approximately 25 miles north of downtown Detroit. Situated approximately five miles southeast of the Stoney Park Place Apartments Property is Lakeside Mall, a regional mall anchored by Macy’s, Lord & Taylor and Sears. In addition, Partridge Creek, a lifestyle mall, is situated southeast of the Stoney Park Place Apartments Property along Hall Road and is anchored by Nordstrom and Carson’s. The Stoney Park Place Apartments Property is located less than two miles from the local elementary school, middle school and high school. Interstate 94 is located approximately six miles to the east of the Stoney Park Place Apartments Property which provides east-west travel in southern Michigan.

 

The 2015 estimated population within a one-, three- and five-mile radius was 8,920, 52,653 and 122,230, respectively. The 2015 estimated median household income within a one-, three- and five-mile radius was $64,871; $74,355 and $72,899, respectively.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-126
 

 

MSBAM 2015-C26 Stoney Park Place Apartments

 

The table below shows the apartment unit mix at Stoney Park Place Apartments: 

 

Stoney Park Place Apartments Unit Mix Summary
Floor Plan No. of Units % of Total SF Total SF
1 Bedroom/1 Bath 30 20.0% 932 27,960
2 Bedroom/2 Bath 30 20.0% 1,255 37,650
2 Bedroom/2 Bath 30 20.0% 1,250 37,500
2 Bedroom/2 Bath 30 20.0% 1,315 39,450
3 Bedroom/2.5 Bath 30 20.0% 1,525 45,750
Total/Avg. 150 100.0% 1,255 188,310

 

 

Source: Appraisal

Comparable rental properties to the Stoney Park Place Apartments Property are shown in the table below:

Competitive Property Summary
Property Name Location Total
Units
Property Occupancy Year
Built
Average
Unit Size
SF
Average Rental Rate/Unit
Annsbury North Place Apartments 8245 West Annsbury Circle, Shelby Township 100 98% 2002 1,289 $1,313
The Apartments at Kirkway 8891 Christopher Street, Washington Township 178 98% 2005 1,456 $1,557
The Enclave Apartments 8442 Stanford North, Washington Township 202 97% 1998 850 $1,005
Shelby Woods North Apartments 49079 North Woods, Shelby Township 135 99% 2012 1,368 $1,368
Ashford Apartments 48377 Commonview, Shelby Township 180 97% 2011 1,443 $1,403
The Preserves Apartments 3737 Cherry Creek Lane, Sterling Heights 332 97% 2003 1,335 $1,430
Cider Mill Village Apartments 1515 Goldrush, Rochester Hills 339 94% 2004 1,596 $1,655
Village Green of Rochester Hills 1901 Village Green Boulevard, Rochester Hills 263 98% 1998 1,117 $1,356
Total/Avg.   1,729 97%   1,320 $1,412
Stoney Park Place Apartments (Subject) 56114 Stoney Place Drive, Shelby Township 150 93% 2002 1,255 $1,364

 

 

Source: Appraisal

The Market. The Stoney Park Place Apartments Property is located within the Macomb County multifamily market. As of the first quarter of 2015, the Macomb County multifamily market has Class “A” vacancy of 1.8% and an 8.25-year average of 4.87%. Demand for all housing types is fueled by population growth as Macomb County has added an average of 4,444 residents per year over the 2010-2015 period. In 2015, there were an estimated 340,790 households in Macomb County, with approximately 24% being renter-occupied. Major employers in Macomb County include General Motors Company (15,578 employees), Chrysler Group LLC (11,985 employees) and the U.S. Government (6,503 employees).

Operating History and Underwritten Net Cash Flow. The following table presents certain information relating to the historical operating performance and the Underwritten Net Cash Flow at the Stoney Park Place Apartments Property:

                               
Cash Flow Analysis  
    2011   2012   2013   2014   6/30/2015 TTM   UW   UW per Unit  
Base Rent   $1,749,756   $1,861,512   $1,976,963   $1,971,044   $2,295,820   $2,422,643   $16,151  
Other Income(1)   $0   $26,851   $38,370   $145,061   $13,655   $13,655   $91  
Less Vacancy & Credit Loss   $0   ($14,295)   ($13,782)   ($20,673)   ($16,763)   ($143,588)   (5.9%)  
Effective Gross Income   $1,749,756   $1,874,068   $2,001,551   $2,095,432   $2,292,712   $2,292,710   $15,285  
Total Operating Expenses   $561,037   $581,648   $592,982   $638,726   $650,509   $722,523   $4,817  
Net Operating Income   $1,188,719   $1,292,420   $1,408,569   $1,456,706   $1,642,203   $1,570,187   $10,468  
Capital Expenditures   $0   $7,000   $18,548   $47,443   $63,259   $37,500   $250  
Net Cash Flow   $1,188,719   $1,285,420   $1,390,021   $1,409,263   $1,578,944   $1,532,687   $10,218  
                               
Occupancy %   N/A   98.0%   93.3%   89.3%   92.7% (2) 94.1%      
NOI DSCR   1.08x   1.17x   1.27x   1.32x   1.49x   1.42x      
NCF DSCR   1.08x   1.16x   1.26x   1.27x   1.43x   1.39x      
NOI Debt Yield      6.8%   7.4%   8.0%   8.3%   9.4%   8.9%      
NCF Debt Yield   6.8%   7.3%   7.9%   8.0%   9.0%   8.7%      

 

 
(1)Other Income includes revenues from pet fees, application fees, clubhouse rental and miscellaneous sources. 2014 Other Income includes an accounting reconciliation of approximately $103,677 of prior years’ income.

 

(2)Based on a rent roll dated September 30, 2015.

 

This is not a research report and was not prepared by the Underwriters’ research departments. Please see additional important information and qualifications at the end of this Term Sheet.

T-127
 

 

MSBAM 2015-C26

 

This Term Sheet was prepared by sales, trading, banking or other non-research personnel of one of the following: Morgan Stanley & Co. LLC, Morgan Stanley & Co. International Limited, Morgan Stanley Japan Limited and/or Morgan Stanley Dean Witter Asia Limited (together with their affiliates, hereinafter “Morgan Stanley”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (together with its affiliates, “BofA Merrill Lynch”), CIBC World Markets Corp. (together with its affiliates, “CIBCWM”) or Drexel Hamilton, LLC (together with its affiliates, “Drexel” and, collectively with Morgan Stanley, BofA Merrill Lynch and CIBCWM, the “Underwriters”). This Term Sheet was not produced by an Underwriter’s research analyst, although it may refer to an Underwriter’s research analyst or research report. Unless otherwise indicated, these views (if any) are the author’s and may differ from those of the fixed income or equity research departments of the Underwriters or others in those firms.

 

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