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JPMBB 2013-C14
 
Meadows Mall
 
Historical Occupancy, In-line Sales and Occupancy Costs
 
 
2010
2011
2012
TTM(1)
Occupancy(2)(3)
93.8%
 
98.4%
 
96.2%
 
95.8%
 
In-line Sales PSF(4)
$375
 
$391
 
$418
 
$406
 
Occupancy Costs(4)
16.7%
 
16.8%
 
15.9%
 
15.9%
 
(1)  
TTM Occupancy is as of April 30, 2013. TTM In-line Sales PSF and Occupancy Costs represent the trailing twelve-months ending February 28, 2013.
(2)  
Historical Occupancies are as of December 31 of each respective year.
(3)  
Occupancy includes temporary tenants.
(4)  
In-line Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet.
 
Tenant Summary(1)
 
Tenant
Ratings(2)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of
Total NRA
Base
Rent PSF
Sales
PSF(3)
Occupancy
Costs(3)
Lease
Expiration Date
Forever 21(4)
NA / NA / NA
16,957
 
5.5%
$28.48
 
$203
 
20.3%
 
6/30/2019
Victoria’s Secret
NA / BB+ / NA
11,904
 
3.9%
$40.00
 
$696
 
10.6%
 
1/31/2019
Rainbow(5)
NA / NA / NA
7,960
 
2.6%
$15.30
 
$127
 
11.8%
 
12/31/2013
Charlotte Russe
B2 / NA / NA
7,673
 
2.5%
$20.00
 
$211
 
19.6%
 
1/31/2014
Hollister
NA / NA / NA
7,538
 
2.4%
$22.00
 
$410
 
8.2%
 
1/31/2014
Tilly’s
NA / NA / NA
7,500
 
2.4%
$24.00
 
$374
 
12.8%
 
10/31/2015
New York & Company
NA / NA / NA
7,379
 
2.4%
$24.00
 
$224
 
21.5%
 
1/31/2017
Express
NA / BB / NA
7,372
 
2.4%
$33.48
 
$308
 
11.2%
 
1/31/2023
Lane Bryant
NA / NA / NA
7,005
 
2.3%
$36.00
 
$161
 
42.0%
 
1/31/2017
Finish Line
NA / NA / NA
5,657
 
1.8%
$37.13
 
$262
 
13.6%
 
3/31/2016
(1)  
Based on the underwritten rent roll.
(2)  
Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)  
Sales PSF and Occupancy Costs represent sales for the twelve-month period ending February 28, 2013 for all tenants.
(4)  
Forever 21 pays percentage rent of 14.0% of gross sales in lieu of base rent. Base Rent PSF represents percentage rent based on trailing twelve-month sales as of February 2013.
(5)  
Rainbow pays percentage rent of 12.0% of gross sales in lieu of base rent. Base Rent PSF represents percentage rent based on trailing twelve-month sales as of February 2013.
 
Lease Rollover Schedule(1)
 
Year
Number
of
Leases Expiring
 
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring
% of Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
 
Vacant
NAP
 
12,868
 
4.2
NAP
 
NAP
 
12,868
 
4.2%
 
NAP
NAP
 
2013 & MTM(2)
15
 
31,520
 
10.2
 
$121,786
 
1.0%
 
44,388
 
14.4%
 
$121,786
1.0%
 
2014
19
 
59,434
 
19.3
 
2,280,888
 
19.6
 
103,822
 
33.7%
 
$2,402,674
20.7%
 
2015
18
 
38,414
 
12.5
 
1,830,030
 
15.7
 
142,236
 
46.2%
 
$4,232,704
36.4%
 
2016
10
 
19,596
 
6.4
 
920,092
 
7.9
 
161,832
 
52.5%
 
$5,152,796
44.3%
 
2017
14
 
36,648
 
11.9
 
1,952,004
 
16.8
 
198,480
 
64.4%
 
$7,104,800
61.1%
 
2018
6
 
10,296
 
3.3
 
482,525
 
4.2
 
208,776
 
67.7%
 
$7,587,325
65.3%
 
2019
8
 
38,562
 
12.5
 
1,404,240
 
12.1
 
247,338
 
80.3%
 
$8,991,565
77.3%
 
2020
3
 
9,520
 
3.1
 
333,845
 
2.9
 
256,858
 
83.3%
 
$9,325,410
80.2%
 
2021
3
 
7,413
 
2.4
 
338,459
 
2.9
 
264,271
 
85.7%
 
$9,663,869
83.1%
 
2022
7
 
9,928
 
3.2
 
521,428
 
4.5
 
274,199
 
89.0%
 
$10,185,297
87.6%
 
2023
11
 
33,991
 
11.0
 
1,439,572
 
12.4
 
308,190
 
100.0%
 
$11,624,869
100.0%
 
2024 & Beyond
0
 
0
 
0.0
 
0
 
0.0
 
308,190
 
100.0%
 
$11,624,869
100.0%
 
Total
114
 
308,190
 
100.0
$11,624,868
 
100.0%
               
(1)  
Based on the underwritten rent roll.
(2)  
Includes thirteen tenants accounting for 23,460 square feet that are considered temporary tenants by the borrower.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-6
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Meadows Mall
 
Operating History and Underwritten Net Cash Flow
 
 
 
2010
2011
2012
TTM(1)
Underwritten
Per Square
Foot
%(2)
Rents in Place(3)
$10,692,768
 
$11,003,674
 
$11,171,955
 
$11,271,661
 
$11,624,868
 
$37.72
 
58.1%
 
Vacant Income
0
 
0
 
0
 
0
 
1,064,812
 
3.46
 
5.3
 
Gross Potential Rent
$10,692,768
 
$11,003,674
 
$11,171,955
 
$11,271,661
 
$12,689,680
 
$41.17
 
63.4%
 
Total Reimbursements
6,207,705
 
5,990,933
 
6,079,292
 
6,089,570
 
7,335,399
 
23.80
 
36.6
 
Net Rental Income
$16,900,474
 
$16,994,607
 
$17,251,247
 
$17,361,230
 
$20,025,080
 
$64.98
 
100.0%
 
(Vacancy/Credit Loss)
(108,512)
 
(109,258)
 
(143,646)
 
(138,741)
 
(2,202,781)
 
(7.15)
 
(11.0)
 
Other Income(4)
3,095,304
 
2,964,743
 
2,933,656
 
2,916,248
 
2,834,866
 
9.20
 
14.2
 
Effective Gross Income
$19,887,266
 
$19,850,092
 
$20,041,258
 
$20,138,737
 
$20,657,165
 
$67.03
 
103.2%
 
                             
Total Expenses
$4,709,502
 
$4,506,560
 
$4,304,705
 
$4,266,853
 
$4,577,848
 
$14.85
 
22.2%
 
                             
Net Operating Income
$15,177,765
 
$15,343,532
 
$15,736,553
 
$15,871,885
 
$16,079,317
 
$52.17
 
77.8%
 
                             
Total TI/LC, Capex/RR
0
 
0
 
0
 
0
 
621,391
 
2.02
 
3.0
 
Net Cash Flow
$15,177,765
 
$15,343,532
 
$15,736,553
 
$15,871,885
 
$15,457,926
 
$50.16
 
74.8%
 
(1)  
TTM column represents the trailing twelve-month period ending March 31, 2013.
(2)  
Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)  
Underwritten Rents in Place is higher than historical primarily due to five new leases totaling approximately 7,196 square feet, which account for $302,936 in annual rent.
(4)  
Other Income primarily includes rent from temporary tenants, storage rent, antenna rent and vending revenue.

 
Property Management. The property is managed by the borrower.
 
Escrows and Reserves. No upfront escrows were taken at origination.
 
Tax Escrows - The requirement for the borrower to make monthly deposits to the tax escrow is waived so long as no Cash Sweep Event exists.
 
A “Cash Sweep Event” means: (i) the occurrence and continuance of an event of default, (ii) any bankruptcy action of the property manager not dismissed within 90 days, (iii) the DSCR as calculated in the loan documents based on the trailing twelve-month period falls below 1.20x or (iv) any combination of at least two of the anchors (JCPenney, Sears, Macy’s and Dillard’s) goes dark or vacates during the same period.
 
Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as no Cash Sweep Event exists. In addition, borrower is not required to make deposits for insurance premiums so long as the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy.
 
Replacement Reserves - The requirement for the borrower to make monthly deposits to the replacement reserve is waived so long as no Cash Sweep Event exists. Following the occurrence and during the continuance of a Cash Sweep Event, the borrower is required to deposit $7,705 per month ($0.30 per square foot annually) for replacement reserves. The reserve is subject to a cap of $92,457 ($0.30 per square foot).
 
TI/LC Reserves - The requirement for the borrower to make monthly deposits into the TI/LC reserve is waived so long as no Cash Sweep Event exists. Following the occurrence and during the continuance of a Cash Sweep Event, the borrower is required to deposit $61,638 per month ($2.40 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $739,656 ($2.40 per square foot).
 
Lockbox / Cash Management. The loan is structured with a CMA lockbox. At origination, the borrower was required to send tenant direction letters to the tenants at the property instructing them to deposit all rents and payments into the lockbox account. All funds in the lockbox account are swept daily to a segregated cash management account set up at origination and, until the occurrence of a Cash Sweep Event, are then returned to an account controlled by the borrower. During a Cash Sweep Event, all rents swept to the segregated cash management account will be held in trust for the benefit of the lender as additional security for the loan. The lender will have a first priority security interest in the cash management account.
 
Release of Property. The borrower is permitted to release non-income producing portions of the property to third parties or affiliates in accordance with certain terms and conditions set forth in the loan documents.
 
Future Additional Debt. A mezzanine loan may be obtained by the borrower’s affiliates, provided certain terms and conditions are satisfied, including, but not limited to, the following: (i) no event of default exists, (ii) the LTV of the mortgage and mezzanine loans does not exceed 63.0% based on a recent appraisal, (iii) the DSCR as calculated in the loan documents is not less than 1.57x (taking into account the mezzanine loan), (iv) the debt yield (taking into account the mezzanine loan) is not less than 9.47%, (v) the maturity date of the mezzanine loan will be no earlier than the final maturity date of the mortgage loan or is freely prepayable from and after the maturity date of the mortgage loan and (vi) after securitization, the borrower is required to deliver a rating agency confirmation with respect to the mezzanine loan.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-7
 (barclays)
 
 

 

[THIS PAGE INTETIONALLY LEFT BLANK]
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-8
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
GRAPHIC
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-9
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
GRAPHIC
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-10
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Mortgage Loan Information
 
Property Information
Mortgage Loan Seller:
Barclays
 
Single Asset / Portfolio:
Portfolio
Original Principal Balance:
$102,134,091
 
Title:
Fee
Cut-off Date Principal Balance:
$102,134,091
 
Property Type - Subtype(2):
Various - Various
% of Pool by IPB:
8.9%
 
Net Rentable Area (SF):
1,558,061
Loan Purpose(1):
Acquisition
 
Location(2):
Various
Borrower:
Spirit SPE Loan Portfolio 2013-3, LLC
 
Year Built / Renovated(2):
Various / Various
Sponsor:
Spirit Realty, L.P.
 
Occupancy:
100.0%
Interest Rate:
5.50000%
 
Occupancy Date:
7/26/2013
Note Date:
7/17/2013
 
Number of Tenants:
27
Maturity Date:
8/6/2023
 
2011 NOI(3):
N/A
Interest-only Period:
None
 
2012 NOI(3):
N/A
Original Term:
120 months
 
In Place NOI(4):
$13,836,690
Original Amortization:
360 months
 
UW Economic Occupancy:
91.3%
Amortization Type:
Balloon
 
UW Revenues:
$16,923,242
Call Protection:
L(24),Grtr1%orYM(89),O(7)
 
UW Expenses:
$4,605,736
Lockbox:
CMA
 
UW NOI:
$12,317,506
Additional Debt:
N/A
 
UW NCF:
$11,345,442
Additional Debt Balance:
N/A
 
Appraised Value / Per SF:
$170,770,000 / $110
Additional Debt Type:
N/A
 
Appraisal Date:
Various
         

 
Escrows and Reserves(5)
      
Financial Information
 
Initial
Monthly
Initial Cap   
 
Cut-off Date Loan / SF:
 
$66
Taxes:
$115,467
$39,726
N/A  
 
Maturity Date Loan / SF:
 
$55
Insurance:
$0
Springing
N/A  
 
Cut-off Date LTV:
 
59.8%
Replacement Reserves:
$0
$16,086
N/A  
 
Maturity Date LTV:
 
50.0%
TI/LC:
$0
$64,919
N/A  
 
UW NCF DSCR:
 
1.63x
Other:
$500,155
$0
N/A  
 
UW NOI Debt Yield:
 
12.1%
               

 
Sources and Uses
Sources
Proceeds
% of Total
 
Uses
Proceeds
% of Total  
Mortgage Loan
$102,134,091
100.0%
 
Funds to Borrower(1)
$99,824,078
97.7% 
       
Closing Costs
1,694,390
1.7
       
Upfront Reserves
615,622
0.6
Total Sources
$102,134,091
100.0%
 
Total Uses
$102,134,091
100.0% 
(1)  
Mortgage Loan proceeds were used to acquire the properties in connection with the merger of Spirit Realty Capital, Inc. and Cole Credit Property Trust II, Inc. However, no allocated purchase price for these properties was provided.
(2)  
For a full description of the Property Subtype, Location and Year Built/Renovated, please refer to “The Properties” below.
(3)  
The borrower acquired the properties at loan origination and historical operating statements were not available.
(4)  
In Place NOI reflects the lender’s underwriting, but does not include lender’s vacancy adjustment of ($1,603,130), lender’s mark-to-market rent adjustment of ($787,144) and lender’s straight-line rent of $80,873. For further details please refer to the “Underwritten Net Cash Flows” table below.
(5)  
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 
The Loan. The Spirit Portfolio loan has an outstanding principal balance of approximately $102.1 million and is secured by a first mortgage lien on a portfolio of 18 single-tenant retail properties, one multi-tenant retail property, one single-tenant office property, five industrial properties and one mixed-use property totaling 1,558,061 square feet that are located in 13 states. The loan has a 10-year term and amortizes on a 30-year schedule. The loan was made in connection with the $7.4 billion merger of Spirit Realty Capital, Inc. and Cole Credit Property Trust II, Inc. The properties were unencumbered prior to the merger.
 
The Borrower. The borrowing entity for the loan is Spirit SPE Loan Portfolio 2013-3, LLC, a Delaware limited liability company and special purpose entity.
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-11
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
The Sponsor. The loan’s sponsor and nonrecourse carve-out guarantor is Spirit Realty, L.P. The parent company of Spirit Realty, L.P. is Spirit Realty Capital, Inc. a real estate investment trust company located in Scottsdale, Arizona. Created in 2003, Spirit Realty Capital Inc. was formed to acquire single tenant, free-standing commercial/retail real estate facilities. As of March 31, 2013, Spirit Realty Capital, Inc.’s gross investment in real estate and mortgage and equipment loans totaled approximately $3.7 billion, substantially all of which was invested in 1,232 properties that were approximately 98.9% occupied. Approximately 65.0% of Spirit Realty Capital, Inc.’s annual rent (defined as annualized first quarter 2013 rent) is contributed from properties under NNN leases and approximately 96.0% of all leases provide for rental increases. Spirit Realty Capital Inc.’s three largest property types (based on annual rent) as of March 31, 2013 were general and discount retail (30.0%), restaurants (18.9%) and specialty retail (7.8%).
 
The Properties. The Spirit Portfolio is a 26-property retail (66.5% by allocated loan amount), industrial (25.3% by allocated loan amount), office (6.8% by allocated loan amount) and mixed use (1.4% by allocated loan amount) portfolio with properties located in 13 states, totaling 1,558,061 square feet of net rentable area. The top five states by allocated loan balance are Illinois (18.8%), New Hampshire (13.4%), Texas (12.0%), North Carolina (11.0%) and Indiana (10.5%) with no other state representing more than 10.0% of the portfolio by allocated loan balance. Twenty-five of the properties in the portfolio are occupied by a single tenant and one property is occupied by two tenants. Of the 25 properties, eleven properties are leased to tenants rated investment grade and account for 47.4% of the portfolio’s allocated loan balance. The weighted average remaining lease term for the portfolio is approximately 146 months and the portfolio has an average lease expiration date ending in approximately 2025. Additionally, 24 of the 27 tenants have renewal options. The properties in the portfolio were constructed between 1975 and 2010 and are 100.0% leased as of July 26, 2013. The following is a description of the top five properties by allocated loan balance.
 
J. Jill Distribution Center is located at 100 Birch Pond Drive, Tilton, New Hampshire, approximately 35 miles north of Manchester and 85 miles north of Boston, Massachusetts.  The property is a 573,000 square foot single-tenant, industrial/warehouse building that was built in 1998 and situated on an approximately 341.2 acre site. The property features 35 foot clear heights throughout the warehouse facility with 16 dock-high loading entrances located along the rear. The property is accessible from Interstate 93 via Exit 20 (US-3/Rt-11/Rt-132) approximately one-half mile to the west. The property is the largest by square footage industrial use in the neighborhood. As of July 26, 2013, the property is 100% leased to J. Jill through September 30, 2030 at a current in-place rent of $4.17 per square foot. J. Jill has occupied the property since 1998 and is a multichannel fashion retailer of women’s apparel, accessories and footwear. J. Jill started in 1959 in one specialty store in western Massachusetts and has evolved into a cross-channel business with over 200 stores nationwide and more than 26 catalogs a year and growing.  J. Jill is privately held by private equity firms Arcapita and Golden Gate Capital.  According to the appraiser, the local submarket had a vacancy rate of 12.1% with average asking rents of $6.13 per square foot as of year-end 2012. The appraiser concluded a market rent of $4.00 per square foot based on rental comparables.
 
Home Depot / Art Van Furniture is located at 7150-7200 South Cicero Avenue, Bedford Park, Illinois, approximately 13 miles southwest of Chicago’s central business district. The property consists of two retail buildings comprising approximately 218,076 square feet that were built in 1992 and situated on an approximately 15.8 acre site. The property is accessible via Cicero Avenue (State Route 50), a north-south artery servicing the metro area. Five miles north of the subject is Interstate 55 which provides direct access to Chicago’s central business district and provides interstate access leading southwest to St. Louis. The property is part of the Bedford City Square shopping center. In aggregate, the shopping center has a total of 370,494 square feet. As of July 26, 2013, the property was 100% occupied by Home Depot and Art Van Furniture. Home Depot leases 133,571 square feet through January 31, 2028 at a current in-place rent of $9.75 per square foot.  Home Depot’s stock is traded on the New York Stock Exchange (NYSE: HD) and is rated A3/A-/A- (Moody’s/S&P/Fitch). Art Van Furniture leases 84,505 square feet through June 18, 2024 at a current in-place rent of $6.00 per square foot. Art Van Furniture has taken possession of their space and is expected to open the store in the fourth quarter of 2013. Art Van Furniture is family-owned and operates 36 stores in Michigan with furniture and mattress selections and seven freestanding PureSleep mattress stores. According to the appraiser, the local submarket had a vacancy rate of 5.5% with average asking rents of $16.12 per square foot as of March 31, 2013. The appraiser concluded a market rent of $9.00 per square foot based on rental comparables.
 
FedEx is located at 6500 FedEx Way, Madison, Alabama, near the Huntsville International Airport and approximately 90 miles north of Birmingham’s central business district. The property is a 56,360 square foot single-tenant, industrial/warehouse building that was built in 2008 and is situated on an approximately 35.7 acre site. The property offers 820 surface truck and auto parking spaces and 24 foot ceiling dock heights. The property is situated just west of Wall Triana Highway, to the south of its transition to Interstate 565. Interstate 565 is an east/west interstate that connects Huntsville with Interstate 65, located approximately 15 miles west of the Huntsville central business district. The neighborhood is mostly residential with supporting retail and commercial development along major roadways. As of July 26, 2013, the property is 100% leased to FedEx through July 31, 2023 at a current in-place rent of $14.57 per square foot. FedEx has annual revenues of approximately $44 billion and its stock is traded on the New York Stock Exchange (NYSE: FDX) and is rated Baa1/BBB/NR (Moody’s/S&P/Fitch). According to the appraiser, the local submarket had a vacancy rate of 15.2% with average asking rents of $5.91 per square foot as of year-end 2012.  The appraiser concluded a market rent of $15.00 per square foot based on rental comparables.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-12
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Bank of America is located at 551 Southeast 8th Street, Delray Beach, Florida approximately 15 miles south of the Palm Beach International Airport and 25 miles north of the Fort Lauderdale International Airport in Broward County.  The property is an approximately 54,600 square foot single-tenant, suburban office building that was built in 1975 and situated on an approximately 4.0 acre site. Access to the property is provided via Interstate I-95 and Florida’s Turnpike. Interstate 95 is located within one mile east of the property, while the Turnpike is located approximately four miles west of the property. I-95 and the Turnpike are the major north/south expressways providing access to the southeastern and northeastern areas of Palm Beach County, as well as Broward County to the south and Martin County to the north.  The surrounding area is a mixture of industrial, recreational, institutional, commercial and residential development. As of July 26, 2013, the property is 100% leased to Bank of America through January 30, 2036 at a current in-place rent of $16.48 per square foot. Bank of America stock is traded on the New York Stock Exchange (NYSE: BAC) and is rated Baa2/A-/A (Moody’s/S&P/Fitch). According to the appraiser, the local submarket had a vacancy rate of 54.1% with average asking rents of $17.10 per square foot as of year-end 2012.  The appraiser concluded a market rent of $16.00 per square foot based on rental comparables.
 
LA Fitness - Naperville is located at 1836 Freedom Drive, Naperville, Illinois, approximately 30 miles west of Chicago’s central business district. The property is an approximately 45,000 square foot single-tenant retail building that was built in 2007 and situated on an approximately 5.1 acre site.  Access to the property is provided by Interstate 88, 10 miles east of the property. Interstate 88 provides linkage with the region’s interstate system including, from west to east, Interstates 355, 290 and 294. The surrounding area is a mix of business parks, office complexes, school campuses and hospital and medical offices. As of July 26, 2013, the property is 100% leased to LA Fitness through March 31, 2023 at a current in-place rent of $21.35 per square foot. Founded in 1984, LA Fitness has more than 340 locations in 22 states and Canada. According to the appraiser, the local submarket had a vacancy rate of 10.0% with average asking rents of $18.13 per square foot as of year-end 2012.  The appraiser concluded a market rent of $21.00 per square foot based on rental comparables.
 
Tenant Sales. Five tenants report their store sales. In addition, third party estimates of 2012 store sales were obtained for nine additional tenants.
 
Reporting Tenant Sales Summary
 
Tenant
Property Name
Ratings(1)
Moody’s/S&P/Fitch
Net
Rentable
Area (SF)
% of
Total
NRA)
Gross Sales
($ Million)
Sales Per
Square
Foot
Home Depot(2)
Home Depot / Art Van Furniture
A3 / A- / A-
133,571
 
8.6%
 
$29.0
 
$217
Walgreens(3)
Walgreens - Evansville
Baa1 / BBB / NA
14,820
 
1.0%
 
$6.5
 
$650
H.H. Gregg(3)
H.H. Gregg
NA / NA / NA
30,583
 
2.0%
 
$11.7
 
$488
Kroger
Kroger - LaGrange
Baa2 / BBB / BBB
63,448
 
4.1%
 
$28.2
 
$444
Best Buy(3)
Best Buy
Baa2 / BB / BB-
45,582
 
2.9%
 
$33.8
 
$1,166
PetSmart(3)
PetSmart
NA / BB+ / NA
26,262
 
1.7%
 
$4.7
 
$195
Jo-Ann’s
Jo-Ann’s
NA / NA / NA
46,350
 
3.0%
 
$5.0
 
$108
Academy Sports & Outdoors(3)
Academy Sports & Outdoors
NA / NA / NA
60,750
 
3.9%
 
$18.2
 
$350
CVS(3)
CVS - East 21st Street
Baa2 / BBB+ / BBB+
12,222
 
0.8%
 
$11.7
 
$900
Walgreens(3)
Walgreens - Cincinnati
Baa1 / BBB / NA
15,120
 
1.0%
 
$9.1
 
$758
CVS
CVS - Richland Hills
Baa2 / BBB+ / BBB+
10,908
 
0.7%
 
$7.7
 
$705
CVS
CVS - River Oaks
Baa2 / BBB+ / BBB+
10,908
 
0.7%
 
$6.4
 
$574
Tractor Supply(3)
Tractor Supply - Ellettsville
NA / NA / NA
19,097
 
1.2%
 
$3.6
 
$260
Tractor Supply(3)
Tractor Supply - Lowville
NA / NA / NA
19,097
 
1.2%
 
$4.2
 
$347
(1)  
Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(2)  
Home Depot sales are for the trailing twelve-month period ending January 2012.
(3)  
Sales for certain tenants are based on 2012 third party estimates.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-13
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Property Summary
 
Property
 
Location
 
Property Type
 
    Year
    Built
Net
Rentable
Area (SF)
Allocated
Loan
Balance
 
Appraised
Value
Underwritten
Net Cash Flow
Largest Tenant
J. Jill Distribution Center
 
Tilton, NH
 
Industrial
 
1998
 
573,000
 
$13,670,620
 
$26,700,000
$1,622,658
 
J. Jill
Home Depot / Art Van Furniture
 
Bedford Park, IL
 
Retail
 
1992
 
218,076
 
12,545,070
 
20,500,000
1,449,700
 
Home Depot
FedEx
 
Madison, AL
 
Industrial
 
2008
 
56,360
 
7,131,822
 
10,250,000
777,791
 
FedEx
Bank of America
 
Delray Beach, FL
 
Office
 
1975
 
54,600
 
6,918,757
 
11,200,000
804,262
 
Bank of America
LA Fitness - Naperville
 
Naperville, IL
 
Retail
 
2007
 
45,000
 
6,607,750
 
10,750,000
827,501
 
LA Fitness
LA Fitness - League City
 
League City, TX
 
Retail
 
2008
 
45,000
 
5,755,583
 
9,450,000
665,625
 
LA Fitness
Walgreens - Evansville
 
Evansville, IN
 
Retail
 
2007
 
14,820
 
4,065,000
 
5,420,000
323,873
 
Walgreens
CarMax
 
Pineville, NC
 
Retail
 
2002
 
16,627
 
3,715,355
 
6,100,000
301,087
 
CarMax
H.H. Gregg
 
Grove City, OH
 
Retail
 
2008
 
30,583
 
3,662,395
 
6,000,000
317,667
 
H.H. Gregg
Kroger - LaGrange
 
LaGrange, GA
 
Retail
 
1985
 
63,448
 
3,642,260
 
5,900,000
430,641
 
Kroger
BE Aerospace
 
Winston-Salem, NC
 
Industrial
 
1987
 
89,600
 
3,116,038
 
4,800,000
267,865
 
BE Aerospace
Best Buy
 
Fayetteville, NC
 
Retail
 
1998
 
45,582
 
3,015,947
 
4,900,000
421,903
 
Best Buy
PetSmart
 
Daytona Beach, FL
 
Retail
 
1996
 
26,262
 
2,984,989
 
4,700,000
285,876
 
PetSmart
Jo-Ann’s
 
Independence, MO
 
Retail
 
1999
 
46,350
 
2,949,265
 
4,650,000
231,993
 
Jo-Ann’s
Academy Sports & Outdoors
 
Lufkin, TX
 
Retail
 
2003
 
60,750
 
2,799,623
 
4,570,000
321,346
 
Academy Sports
CVS - East 21st Street
 
Indianapolis, IN
 
Retail
 
1997
 
12,222
 
2,572,500
 
3,770,000
242,655
 
CVS
Walgreens - Cincinnati
 
Cincinnati, OH
 
Retail
 
2000
 
15,120
 
2,445,624
 
4,470,000
345,686
 
Walgreens
CVS - Crawfordsville Road
 
Indianapolis, IN
 
Retail
 
1998
 
10,125
 
2,317,787
 
3,430,000
232,191
 
CVS
CVS - Richland Hills
 
Richland Hills, TX
 
Retail
 
1997
 
10,908
 
1,982,547
 
3,940,000
249,545
 
CVS
StarPlex
 
Yukon, OK
 
Retail
 
2007
 
27,442
 
1,911,871
 
4,700,000
341,048
 
StarPlex
CVS - River Oaks
 
River Oaks, TX
 
Retail
 
1996
 
10,908
 
1,768,380
 
3,625,000
225,713
 
CVS
Tractor Supply - Ellettsville
 
Ellettsville, IN
 
Retail
 
2010
 
19,097
 
1,752,616
 
2,875,000
187,621
 
Tractor Supply
Tractor Supply - Lowville
 
Lowville, NY
 
Retail
 
2010
 
19,097
 
1,461,756
 
2,400,000
109,602
 
Tractor Supply
Ferguson Enterprises - Shallotte
 
Shallotte, NC
 
Mixed Use
 
2006
 
17,280
 
1,422,389
 
2,320,000
165,483
 
Ferguson Enterprises
Ferguson Enterprises - Auburn
 
Auburn, AL
 
Industrial
 
2007
 
15,504
 
1,252,435
 
2,050,000
115,034
 
Ferguson Enterprises
Ferguson Enterprises - Cohasset
 
Cohasset, MN
 
Industrial
 
2007
 
14,300
 
665,711
 
1,300,000
81,076
 
Ferguson Enterprises
Total:
             
1,558,061
 
$102,134,091
 
$170,770,000
$11,345,442
   
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-14
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Historical and Current Occupancy
 
 
Property
Single Tenant
(Yes / No)
2010
2011
2012
Current(1)
 
J. Jill Distribution Center
Yes
100.0%
100.0%
100.0%
100.0%
 
Home Depot / Art Van Furniture
No
100.0%
100.0%
100.0%
100.0%
 
FedEx
Yes
100.0%
100.0%
100.0%
100.0%
 
Bank of America
Yes
100.0%
100.0%
100.0%
100.0%
 
LA Fitness - Naperville
Yes
100.0%
100.0%
100.0%
100.0%
 
LA Fitness - League City
Yes
100.0%
100.0%
100.0%
100.0%
 
Walgreens - Evansville
Yes
100.0%
100.0%
100.0%
100.0%
 
CarMax
Yes
100.0%
100.0%
100.0%
100.0%
 
H.H. Gregg
Yes
100.0%
100.0%
100.0%
100.0%
 
Kroger - LaGrange
Yes
100.0%
100.0%
100.0%
100.0%
 
BE Aerospace
Yes
100.0%
100.0%
100.0%
100.0%
 
Best Buy
Yes
100.0%
100.0%
100.0%
100.0%
 
PetSmart
Yes
100.0%
100.0%
100.0%
100.0%
 
Jo-Ann’s
Yes
100.0%
100.0%
100.0%
100.0%
 
Academy Sports & Outdoors
Yes
100.0%
100.0%
100.0%
100.0%
 
CVS - East 21st Street
Yes
100.0%
100.0%
100.0%
100.0%
 
Walgreens - Cincinnati
Yes
100.0%
100.0%
100.0%
100.0%
 
CVS - Crawfordsville Road
Yes
100.0%
100.0%
100.0%
100.0%
 
CVS - Richland Hills
Yes
100.0%
100.0%
100.0%
100.0%
 
StarPlex
Yes
100.0%
100.0%
100.0%
100.0%
 
CVS - River Oaks
Yes
100.0%
100.0%
100.0%
100.0%
 
Tractor Supply - Ellettsville
Yes
100.0%
100.0%
100.0%
100.0%
 
Tractor Supply - Lowville
Yes
100.0%
100.0%
100.0%
100.0%
 
Ferguson Enterprises - Shallotte
Yes
100.0%
100.0%
100.0%
100.0%
 
Ferguson Enterprises - Auburn
Yes
100.0%
100.0%
100.0%
100.0%
 
Ferguson Enterprises - Cohasset
Yes
100.0%
100.0%
100.0%
100.0%
 
Total / Weighted Average
 
100.0%
100.0%
100.0%
100.0%
 
(1)  
Current Occupancy is as of July 26, 2013.
 
Tenant Summary(1)
 
 
Tenant
Property Name
Ratings(2)
Moody’s/S&P/
Fitch
Net
Rentable
Area (SF)
2012
Sales
($ Million)
Occupancy
Cost
% of
Total
NRA
UW Base
Rent
PSF(3)
Lease
Expiration
Date
 
J. Jill
J. Jill Distribution Center
NA / NA / NA
573,000
 
N/A
 
N/A
 
36.8%
$4.00
 
9/30/2030
 
Home Depot
Home Depot / Art Van Furniture
A3 / A- / A-
133,571
 
$ 29.0(4)
 
4.5%
 
8.6%
$9.75
 
1/31/2028
 
LA Fitness(5)
Multiple
NA / NA / NA
90,000
 
N/A
 
N/A
 
5.8%
$19.00
 
3/31/2023
 
BE Aerospace
BE Aerospace
Ba1 / BB+ / NA
89,600
 
N/A
 
N/A
 
5.8%
$4.75
 
12/31/2018
 
Art Van Furniture
Home Depot / Art Van Furniture
NA / NA / NA
84,505
 
N/A
 
N/A
 
5.4%
$6.00
 
6/18/2024
 
Kroger
Kroger - LaGrange
Baa2 / BBB / BBB
63,448
 
$28.2
 
1.9%
 
4.1%
$8.37
 
1/31/2018
 
Academy Sports
Academy Sports & Outdoors
NA / NA / NA
60,750
 
N/A
 
N/A
 
3.9%
$6.25
 
6/30/2024
 
FedEx
FedEx
Baa1 / BBB / NA
56,360
 
N/A
 
N/A
 
3.6%
$14.57
 
7/31/2023
 
Bank of America
Bank of America
Baa2 / A- / A
54,600
 
N/A
 
N/A
 
3.5%
$16.48
 
1/30/2036
 
Ferguson Enterprises(6)
Multiple
NA / NA / NA
47,084
 
N/A
 
N/A
 
3.0%
$9.03
 
8/31/2023
 
(1)  
Based on the underwritten rent roll.
(2)  
Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)  
UW Base Rent PSF is adjusted downwards for any mark to market adjustments.
(4)  
Home Depot sales are for the trailing twelve month period ending January 2012.
(5)  
LA Fitness has two leases in the portfolio and the lease expiration date listed above reflects the earliest expiration date.  LA Fitness leases 45,000 square feet at LA Fitness - Naperville expiring March 31, 2023 and leases 45,000 square feet at LA Fitness - League City expiring October 31, 2023.
(6)  
Ferguson Enterprises has three leases in the portfolio and all three leases expire on August 31, 2023. In total, Ferguson Enterprises has 17,280 square feet in Ferguson Enterprises - Shallotte, 15,504 square feet in Ferguson Enterprises - Auburn and 14,300 square feet in Ferguson Enterprises - Cohasset.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-15
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Lease Rollover Schedule(1)
 
 
Year
Number
of Leases Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
UW Base Rent
Expiring
% of Base
Rent
Expiring
Cumulative
Net
Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative   
% of Base
Rent
Expiring
Vacant
NAP
0
 
0.0%
 
NAP
 
NAP
 
0
 
0.0%
NAP
 
NAP
 
2013
0
0
 
0.0
 
$0
 
0.0%
 
0
 
0.0%
$0.0
 
0.0%
 
2014
0
0
 
0.0
 
0
 
0.0
 
0
 
0.0%
$0.0
 
0.0%
 
2015
0
0
 
0.0
 
0
 
0.0
 
0
 
0.0%
$0.0
 
0.0%
 
2016
0
0
 
0.0
 
0
 
0.0
 
0
 
0.0%
$0.0
 
0.0%
 
2017
2
21,816
 
1.4
 
522,878
 
3.7
 
21,816
 
1.4%
$522,878
 
3.7%
 
2018
2
153,048
 
9.8
 
956,726
 
6.9
 
174,864
 
11.2%
$1,479,604
 
10.6%
 
2019
1
45,582
 
2.9
 
478,611
 
3.4
 
220,446
 
14.1%
$1,958,215
 
14.0%
 
2020
0
0
 
0.0
 
0
 
0.0
 
220,446
 
14.1%
$1,958,215
 
14.0%
 
2021
1
26,262
 
1.7
 
315,144
 
2.3
 
246,708
 
15.8%
$2,273,359
 
16.3%
 
2022
2
73,792
 
4.7
 
817,789
 
5.9
 
320,500
 
20.6%
$3,091,148
 
22.2%
 
2023
9
250,779
 
16.1
 
4,038,912
 
28.9
 
571,279
 
36.7%
$7,130,061
 
51.1%
 
2024 & Beyond
10
986,782
 
63.3
 
6,821,623
 
48.9
 
1,558,061
 
100.0%
$13,951,683
 
100.0%
 
Total
27
1,558,061
 
100.0%
 
$13,951,683
 
100.0%
               
(1) Based on the underwritten rent roll.
 
Underwritten Net Cash Flows(1)
 
 
In Place(2)
Underwritten
Per Square
Foot
%(3)
Rents in Place(4)
$13,867,737
 
$14,657,954
 
$9.41
 
79.1%
Mark to Market(5)
0
 
(787,144)
 
(0.51)
 
(4.2)
Straight Line Rent(6)
0
 
80,873
 
0.05
 
0.4
Gross Potential Rent
$13,867,737
 
$13,951,683
 
$8.95
 
75.3%
Total Reimbursements(7)
4,574,689
 
4,574,689
 
2.94
 
24.7
Net Rental Income
$18,442,426
 
$18,526,372
 
$11.89
 
100.0%
(Vacancy/Credit Loss)
0
 
(1,603,130)
 
(1.03)
 
(8.7)
Other Income
0
 
0
 
0.00
 
0.0
Effective Gross Income
$18,442,426
 
$16,923,242
 
$10.86
 
91.3%
               
Total Expenses
$4,605,736
 
$4,605,736
 
$2.96
 
27.2%
               
Net Operating Income
$13,836,690
 
$12,317,506
 
$7.91
 
72.8%
               
Total TI/LC, Capex/RR
972,064
 
972,064
 
0.62
 
5.7
Net Cash Flow
$12,864,626
 
$11,345,442
 
$7.28
 
67.0%
(1)  
The borrower acquired the properties as part of the loan origination; therefore, historical operating statements were not available.
(2)  
Rents In Place reflect the lender’s underwriting, but does not include rent steps, lender’s vacancy adjustment, mark-to-market rent adjustment and straight-line rent.
(3)  
Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(4)  
Underwritten Rents In Place are based on tenant leases including rent steps through June 2014.
(5)  
All non-investment grade rated tenant rents were marked to market if in-place rent was greater than the appraisal’s concluded market rent.
(6)  
A straight-line rent adjustment was made for all investment grade tenants whose lease expires after the loan term.
(7)  
All leases are NNN, and with the exception of the Art Van Furniture tenant lease, provide for reimbursement of management fees.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-16
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Escrows and Reserves. At origination, the borrower deposited into escrow $141,009 for required repairs, $115,467 for real estate taxes, $253,515 towards free rent related to the Art Van Furniture lease and $105,631 towards outstanding tenant improvements related to the Art Van Furniture lease.
 
Tax Escrows - For properties where a tenant is not obligated to (and is not in default of its obligation to) pay taxes, the borrower is required to escrow 1/12 of the annual estimated real estate tax payments monthly, which currently equates to $39,726.
 
Insurance Escrows - At the option of the lender, if the liability or casualty policies maintained by the borrower do not constitute an approved blanket or umbrella policy (or if the lender otherwise requires the borrower to obtain separate policies in accordance with the loan agreement), the borrower is required to escrow 1/12 of the annual estimated insurance premiums monthly.
 
Replacement Reserves - On a monthly basisthe borrower is required to escrow $16,086 (approximately $0.12 per square foot annually) for replacement reserves.
 
TI/LC Reserves - On a monthly basisthe borrower is required to escrow $64,919 (approximately $0.50 per square foot annually) for TI/LC reserves. In lieu of the borrower making this monthly deposit, the borrower may deliver to the lender a letter of credit in an amount not less than the amount of deposits required to be made by the borrower for the twelve calendar month period following the date such letter of credit is delivered to lender. The letter of credit must be irrevocable and have an initial term of not less than one year, with automatic renewals for one year periods and from a bank or other financial institution acceptable to lender and rated not less than “AA-” by Fitch and S&P and “Aa3” by Moody’s. Also see “Lockbox / Cash Management” below for information on TI/LC reserves required upon a Spirit Portfolio TI/LC Cash Sweep Triggering Event.
 
Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower was required to send notice to all tenants instructing them to deposit all rents and other payments into the lockbox account. The funds are then returned daily to an account controlled by the borrower until the occurrence of a “Spirit Portfolio Triggering Event” or a “Spirit Portfolio TI/LC Cash Sweep Triggering Event”. During the continuance of a Spirit Portfolio Triggering Event or Spirit Portfolio TI/LC Cash Sweep Triggering Event, all rents will be swept to a segregated cash management account and held in trust for the benefit of the lender. The lender will have a first priority security interest in the cash management account. Upon the occurrence and during the continuance of a Spirit Portfolio Triggering Event, all excess cash flow deposited into the cash management account will be, after payment of debt service, required reserves and approved budgeted operating expenses, held as additional security for the loan. Upon the occurrence and during the continuance of a Spirit Portfolio TI/LC Cash Sweep Triggering Event, to the extent that the amounts on deposit in the TI/LC reserve account are insufficient to pay the tenant improvement and leasing commission amounts set forth in the loan documents, funds remaining after payment of debt service, required reserves and approved budgeted operating expenses will be transferred to the TI/LC reserve account, until such time as the tenant improvement and leasing commission amounts set forth in the loan documents are met.
 
A “Spirit Portfolio Triggering Event” means the occurrence of (i) the DSCR as calculated under the loan documents based on the trailing twelve-month period falling below 1.20x or (ii) an event of default.
 
A “Spirit Portfolio TI/LC Cash Sweep Triggering Event” means a period commencing upon (i) any tenant or tenants with cumulative allocated loan amounts of more than five percent of the outstanding principal balance of the loan files for bankruptcy or other insolvency proceedings, substantially cease operations, give notice of intent to substantially cease operations, or otherwise “goes dark”, however investment grade tenants will only be considered under this clause (x) during the last two years of the term of the loan and/or (y) during the last two years of the term of such tenant’s lease, (ii) any tenant does not renew any lease by the renewal notice date or terminates its lease early or (iii) any tenant has defaults in any material respect under the terms of its lease. The Spirit Portfolio TI/LC Cash Sweep Triggering Event will end when (i) the tenant renews their lease or new leases have been executed for vacant/dark spaces, (ii) the tenant is no longer subject to any bankruptcy or insolvency proceedings and/or (iii) any and all events of default on leases have been cured. The Spirit Portfolio TI/LC Cash Sweep Triggering Event cash flow sweep is subject to a cap for each property more fully described in the loan agreement.
 
Release of Properties. The borrower may obtain the release of a property or properties from the collateral for the loan, after (other than in connection with certain condemnation and casualty events, in which case such release may occur prior to the expiration of the lockout period), the expiration of a twenty-four month lockout period by paying an additional “Spirit Release Price” and subject to certain conditions set forth in the loan documents (other than in connection with certain condemnation and casualty events, which such release may not be subject to the following), including but not limited to: (i) the debt service coverage ratio as calculated in the loan documents  after giving effect to such release is greater than the greater of (x) debt service coverage ratio for the loan existing on the origination date, and (y) the debt service coverage ratio for the loan immediately prior to such release; (ii) the loan-to-value ratio as calculated in the loan documents after such release is no greater than 59.8%; (iii) receipt of rating agency confirmation; (iv) no event of default under the loan has occurred and is continuing; and (v) such release complies with REMIC requirements which are customary for securitized loans. Other than in connection with certain condemnation and casualty events, the borrower is also required to pay to the lender any applicable yield maintenance premium.  “Spirit Release Price” means, with respect to any property, an amount equal to the greater of (a) (i) with respect to properties with allocated loan amounts representing the first 10% of the loan amount to be released, 115% of the allocated loan amount with respect to such property, and (ii) after the date that properties with allocated loan amounts in excess of 10% of the loan amount have been released, 120% of the allocated loan amount with respect to such individual property, and (b) the net sales proceeds applicable to such property.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-17
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
Spirit Portfolio
 
Substitution of Properties. The borrower may substitute a property or properties from the collateral for the loan subject to terms and conditions set forth in the loan documents, including but not limited to: (i) the substitute property is acceptable to the lender in the lender’s sole discretion, (ii) the aggregate substitution does not exceed fifteen 15% of the original principal balance of the loan, (iii) the debt service coverage ratio as calculated in the loan documents after giving effect to such release is greater than the greater of (A) the debt service coverage ratio for the loan existing on the origination date, and (B) the debt service coverage ratio for the loan immediately prior to such release, (iv) the loan-to-value ratio as calculated in the loan documents after such release is no greater than 59.8%, (v) the debt yield for the properties is greater than the greater of (A) the debt yield for all of the properties on the origination date of the loan and (B) the debt yield for all of the properties (including the property to be substituted) immediately prior to the substitution, (vi) the debt yield for the substitute property, based on its allocated loan amount, is greater than the greater of (A) the debt yield for the exchanged property, based on its allocated loan amount, as of the origination date of the loan, and (B) the debt yield for the exchanged property, based on its allocated loan amount, immediately prior to the substitution, (vii) appraisal value equal to or greater than the exchanged property, (viii) an acceptable phase I environmental report and a physical condition report and survey have been obtained, (ix) rating agency confirmation and (x) determination by lender that the aggregate fair market value of the properties securing the loan at the time of such determination is at least 80.0% of the amount of the loan.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(j.p.morgan)
Annex A-3-18
 (barclays)
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue

(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-19
 (j.p morgan)
 
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue

(MAP)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-20
 (j.p morgan)
 
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue

(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-21
 (j.p morgan)
 
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue
 
Mortgage Loan Information
 
Property Information
Mortgage Loan Seller:
JPMCB
 
Single Asset / Portfolio:
Single Asset
Original Principal Balance(1):
$87,500,000
 
Title(2):
Fee/Leasehold
Cut-off Date Principal Balance(1):
$87,500,000
 
Property Type - Subtype:
Mixed Use - Office/Retail
% of Pool by IPB:
7.6%
 
Net Rentable Area (SF):
169,486
Loan Purpose:
Refinance
 
Location:
New York, NY
Borrowers(3):
Various
 
Year Built / Renovated:
1954 / 2013
Sponsor:
Western Heritable Investment
Company (U.S.) Ltd
 
Occupancy(4):
96.7%
 
Occupancy Date:
5/1/2013
Interest Rate:
4.09300%
 
Number of Tenants:
68
Note Date:
5/31/2013
 
2010 NOI:
$6,293,313
Maturity Date:
6/1/2023
 
2011 NOI:
$6,520,702
Interest-only Period:
120 months
 
2012 NOI:
$6,406,590
Original Term:
120 months
 
UW Economic Occupancy(4):
96.1%
Original Amortization:
None
 
UW Revenues(4):
$20,556,725
Amortization Type:
Interest Only
 
UW Expenses:
$5,431,274
Call Protection:
L(26),Def(90),O(4)
 
UW NOI(5):
$15,125,452
Lockbox:
Hard
 
UW NCF:
$14,533,173
Additional Debt:
Yes
 
Appraised Value / Per SF:
$295,000,000 / $1,741
Additional Debt Balance:
$87,500,000
 
Appraisal Date:
5/1/2013
Additional Debt Type:
Pari Passu
     
         
 
Escrows and Reserves(6)
 
Financial Information(1)
 
Initial
Monthly
Initial Cap  
 
Cut-off Date Loan / SF:
$1,033
Taxes:
$954,783
$158,982
N/A  
   
Maturity Date Loan / SF:
$1,033
Insurance:
$156,863
$13,072
N/A  
 
Cut-off Date LTV:
59.3%
Replacement Reserves:
$4,237
$4,237
$152,537  
 
Maturity Date LTV:
59.3%
TI/LC:
$18,748
$18,748
$449,944  
 
UW NCF DSCR:
2.00x
Other:
$12,660,172
$0
N/A  
 
UW NOI Debt Yield:
8.6%
             
 
Sources and Uses
Sources
Proceeds
 
% of Total
 
Uses
Proceeds
 
% of Total  
Mortgage Loan(1)
$175,000,000
 
100.0%
 
Payoff Existing Debt
$89,197,907
 
51.0%
         
Return of Equity
67,621,791
 
38.6
         
Upfront Reserves
13,794,802
 
7.9
         
Closing Costs
4,385,499
 
2.5
Total Sources
$175,000,000
 
100.0%
 
Total Uses
$175,000,000
 
100.0%
(1)
589 Fifth Avenue is part of a loan evidenced by two pari passu notes with an aggregate principal balance of $175.0 million. The Financial Information presented in the chart above reflects the entire $175.0 million 589 Fifth Avenue Whole Loan.
(2)
The loan is secured in part by a leasehold mortgage, but the affiliated fee owner has also mortgaged the fee interest as collateral.
(3)
For a full description of the borrowers, please refer to “The Borrowers” below.
(4)
Occupancy, UW Economic Occupancy and UW Revenues include a 57,000 square foot lease to H&M and a 3,065 square foot lease to Assael, Inc., which have been executed, but the tenants have not yet taken occupancy. The spaces are currently under construction. The H&M store is expected to open for the 2013 holiday season and Assael, Inc. is expected to take occupancy by September 2013. Both tenants began paying full contractual rent on July 1, 2013.
(5)
The increase in the UW NOI from the 2012 NOI is primarily due to a new 57,000 square foot lease to H&M with a rent commencement date of July 1, 2013.
(6)
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
 
The Loan. The 589 Fifth Avenue loan is secured by a first mortgage lien on a 169,486 square foot mixed use office and retail building located on Fifth Avenue in New York City. The loan has an outstanding principal balance of $175.0 million (the “589 Fifth Avenue Whole Loan”), which is comprised of two pari passu notes, Note A-1 and Note A-2.  Note A-2 has an outstanding principal balance as of the Cut-off Date of $87.5 million and is being contributed to the JPMBB 2013-C14 Trust. The holder of Note A-1 (the “Controlling Noteholder”) is the trustee of the JPMCC 2013-C13 Trust (or, prior to the occurrence and continuance of a control event, the directing certificateholder of the JPMCC 2013-C13 Trust) and will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the related 589 Fifth Avenue Whole Loan; however, the holder of Note A-2 will be entitled, under certain circumstances, to be consulted with respect to certain major decisions. The 589 Fifth Avenue Whole Loan has a 10-year term and will be interest-only for the entire term of the loan. The previously existing mortgage debt was securitized in BACM 2005-2.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-22
 (j.p morgan)
 
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue
 
The Borrowers. The borrowing entities for the loan are 589 Fifth TIC I LLC, 589 Fifth TIC II LLC, Jewelry Space on Fifth LLC and Fifth Avenue Retail LLC, each a Delaware limited liability company and special purpose entity. The borrowers own the property as tenants-in-common.
 
The Sponsor. The loan’s sponsor and nonrecourse carve-out guarantor is Western Heritable Investment Company (U.S.) Ltd (“Western Heritable”).  Western Heritable is the North American subsidiary of Western Heritable Investment Company, Ltd, based in the United Kingdom.  Western Heritable is a private property investment company controlled by the Mactaggart family since 1893.
 
The Property. 589 Fifth Avenue is a Class A- mixed-use office/retail property located on the southeast corner of Fifth Avenue and East 48th Street in Midtown Manhattan. The 17-story property is comprised of approximately 57,000 square feet of retail space 100% leased to H&M that consists of the basement and first five floors of the building, and 112,486 square feet of office space located on floors 6 through 17 of the building. The property was constructed in 1954 and was completely renovated in 1991 as an office and showroom building for diamond dealers. As of May 2013, the property was 96.7% leased by 68 tenants. The property features approximately 70 feet of frontage along Fifth Avenue and 150 feet along East 48th Street.
 
The largest tenant at the property, H&M, recently executed a 20-year, 57,000 square foot lease (34.0% of the net rentable area) with a rent commencement date of July 1, 2013.  This location will serve as H&M’s new flagship store and will be their first full concept store that will offer all of H&M’s signature apparel collections as well as special departments for cosmetics, home décor, plus sizes, maternity and children’s fashion. The initial contract base rent is $12.7 million ($222.81 per square foot) annually for all six levels, with 9.0% increases every three years thereafter.  The weighted average rent of $222.81 per square foot is based on rents per square foot of $1,000 for the ground floor space, $200 for the second floor, $70 for floors three through five and $100 for the basement space. The lease is guaranteed by H&M’s parent company, H&M Hennes & Mauritz AB. H&M’s parent company trades on the Stockholm exchange and reported sales of approximately $18.5 billion in 2012 with no long-term debt. According to the sponsor, H&M plans to spend approximately $30.0 million on the store build-out in addition to the $4.5 million provided by the sponsor as part of the lease. The H&M space is currently under construction and the store is expected to open for the 2013 holiday shopping season. The appraiser identified seven comparable ground floor leases along Fifth Avenue with rents ranging from approximately $959 to $1,120 per square foot after the appraiser’s adjustments.
 
As of May 2013, the office portion of the property, which totals approximately 112,486 square feet on floors 6 through 17 of the building, was 95.0% leased by 67 tenants. The property is located within the Jewelry District, which according to the appraisal is informally identified as the area between West 46th and 48th Streets from Fifth Avenue to the Avenue of the Americas. New York City is one of the diamond and jewelry capitals of the world, and according to the appraisal, over 90% of all diamonds that enter the United States pass through Manhattan and the Jewelry District. The district contains two of the ten major exchanges in the world, The Diamond Dealers Club and The Diamond Trade Association, where billions of dollars in jewelry are exchanged annually. Due to the property’s location, the office space primarily caters to tenants involved in the diamond and jewelry industry with tenants using their spaces as offices, showrooms, stores and shops concentrated with precious gems, gold and silver to be purchased, cut, set and sold. Overall, the office tenancy of the property is very granular, with the largest office tenant, William Goldberg Diamonds, occupying 5,908 square feet (3.5% of the net rentable area).
 
According to the appraisal, the property falls within the Madison/Fifth Avenue submarket within the Midtown office market. As of the first quarter of 2013, Class A office space within the submarket totaled approximately 21.6 million square feet with a vacancy rate of 12.2% and asking rents of $103.42 per square foot. The appraiser identified eight competitive properties with office components ranging from approximately 82,000 to 340,000 square feet that reported a weighted average occupancy of 92.5% with asking rents of $55 to $77 per square foot. According to the appraisal, the new 745,000 square foot International Gem Tower, which is located within the Jewelry District, is scheduled to be completed in the second quarter of 2013. Of the total building, 292,500 square feet will be rentable office space and the remaining will be sold as office condominiums.
 
Historical and Current Occupancy(1)
2010
2011
2012(2)
Current(2)(3)
91.0%
93.0%
95.0%
96.7%
(1)
Historical Occupancies are as of December 31 of each respective year.
(2)
Occupancy includes a 57,000 square foot lease to H&M and a 3,065 square foot lease to Assael, Inc., which have executed leases but have not yet taken occupancy. The spaces are currently under construction. The H&M store is expected to open for the 2013 holiday season and Assael, Inc. is expected to take occupancy by September 2013. Both tenants began paying full contractual rent on July 1, 2013.
(3)
Current Occupancy is as of May 1, 2013.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-23
 (j.p morgan)
 
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue
 
Tenant Summary(1)
 
Tenant
 
Ratings
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF
Lease Expiration
Date
H&M(2)
NA / NA / NA
57,000
 
33.6%
 
$222.81
 
7/31/2033
 
William Goldberg Diamonds
NA / NA / NA
5,908
 
3.5%
 
$36.40
 
6/30/2014
 
Fine Jewelry In Platinum
NA / NA / NA
5,407
 
3.2%
 
$70.79
 
5/31/2015
 
Windsor Jewelers Inc.
NA / NA / NA
5,272
 
3.1%
 
$75.37
 
5/31/2017
 
Safdico USA
NA / NA / NA
4,441
 
2.6%
 
$70.30
 
6/30/2016
 
T. Gluck
NA / NA / NA
3,905
 
2.3%
 
$35.10
 
10/31/2014
 
Dalumi Diamond Corp.
NA / NA / NA
3,078
 
1.8%
 
$35.65
 
1/31/2015
 
Rare 1 Corporation
NA / NA / NA
3,075
 
1.8%
 
$70.00
 
1/31/2020
 
Assael, Inc.(3)
NA / NA / NA
3,065
 
1.8%
 
$63.91
 
3/31/2018
 
Siegelson’s Diamond
NA / NA / NA
3,013
 
1.8%
 
$94.90
 
1/31/2015
 
(1)
Based on the underwritten rent roll.
(2)
H&M has an executed lease but has not yet taken occupancy. The H&M space is currently under construction and the store is expected to open for the 2013 holiday shopping season.
(3)
Assael, Inc. has an executed lease but has not yet taken occupancy. The Assael, Inc. space is currently under construction and the tenant is expected to take occupancy by September 2013.
 
Lease Rollover Schedule(1)
 
Year
Number
of Leases Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring
% of Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
 
Cumulative
% of Base
Rent
Expiring
Vacant
NAP
5,591
 
3.3
%
NAP
 
NAP
 
5,591
 
3.3%
 
NAP
 
NAP
 
2013 & MTM
19
22,308
 
13.2
 
$1,694,897
 
8.4
27,899
 
16.5%
 
$1,694,897
 
8.4%
 
2014
14
28,664
 
16.9
 
1,720,218
 
8.6
 
56,563
 
33.4%
 
$3,415,115
 
17.0%
 
2015
12
20,886
 
12.3
 
1,476,548
 
7.3
 
77,449
 
45.7%
 
$4,891,662
 
24.3%
 
2016
14
17,756
 
10.5
 
1,276,954
 
6.4
 
95,205
 
56.2%
 
$6,168,616
 
30.7%
 
2017
2
6,608
 
3.9
 
494,590
 
2.5
 
101,813
 
60.1%
 
$6,663,206
 
33.2%
 
2018
5
7,598
 
4.5
 
513,180
 
2.6
 
109,411
 
64.6%
 
$7,176,386
 
35.7%
 
2019
0
0
 
0.0
 
0
 
0.0
 
109,411
 
64.6%
 
$7,176,386
 
35.7%
 
2020
1
3,075
 
1.8
 
215,250
 
1.1
 
112,486
 
66.4%
 
$7,391,636
 
36.8%
 
2021
0
0
 
0.0
 
0
 
0.0
 
112,486
 
66.4%
 
$7,391,636
 
36.8%
 
2022
0
0
 
0.0
 
0
 
0.0
 
112,486
 
66.4%
 
$7,391,636
 
36.8%
 
2023
0
0
 
0.0
 
0
 
0.0
 
112,486
 
66.4%
 
$7,391,636
 
36.8%
 
2024 & Beyond
1
57,000
 
33.6
 
12,700,000
 
63.2
 
169,486
 
100.0%
 
$20,091,636
 
100.0%
 
Total
68
169,486
 
100.0
$20,091,636
 
100.0
               
(1)
Based on the underwritten rent roll.
 
Operating History and Underwritten Net Cash Flow
 
 
2010
2011
2012
Underwritten
Per
Square
Foot
%(1)
 
Rents in Place(2)
$9,257,707
 
$9,550,077
 
$9,422,749
 
$20,091,636
 
$118.54
 
94.0%
 
Vacant Income
0
 
0
 
0
 
391,370
 
2.31
 
1.8   
 
Gross Potential Rent
$9,257,707
 
$9,550,077
 
$9,422,749
 
$20,483,006
 
$120.85
 
95.8%
 
Total Reimbursements
1,779,971
 
1,866,561
 
1,881,399
 
891,669
 
5.26
 
4.2   
 
Net Rental Income
$11,037,678
 
$11,416,638
 
$11,304,148
 
$21,374,674
 
$126.11
 
100.0%
 
(Vacancy/Credit Loss)
0
 
0
 
0
 
(838,504)
 
(4.95)
 
(3.9)  
 
Other Income
124,207
 
104,258
 
51,845
 
20,555
 
0.12
 
0.1  
 
Effective Gross Income
$11,161,885
 
$11,520,896
 
$11,355,993
 
$20,556,725
 
$121.29
 
96.2%
 
                         
Total Expenses
$4,868,572
 
$5,000,194
 
$4,949,403
 
$5,431,274
 
$32.05
 
26.4%
 
                         
Net Operating Income
$6,293,313
 
$6,520,702
 
$6,406,590
 
$15,125,452
 
$89.24
 
73.6%
 
                         
Total TI/LC, Capex/RR
0
 
0
 
0
 
592,279
 
3.49
 
2.9   
 
Net Cash Flow
$6,293,313
 
$6,520,702
 
$6,406,590
 
$14,533,173
 
$85.75
 
70.7%
 
                         
(1)
Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(2)
Underwritten Rents in Place are higher than historical years primarily due to a new 57,000 square foot lease to H&M. The lease had a rent commencement date of July 1, 2013 and H&M is expected to open for business prior to the 2013 holiday shopping season.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-24
 (j.p morgan)
 
 
 

 
 
Annex A-3
 
JPMBB 2013-C14
 
589 Fifth Avenue
 
Property Management. The property is managed by Western Management Corporation, an affiliate of the sponsor.
 
Escrows and Reserves. At origination, the borrowers deposited into escrow approximately $10.5 million for outstanding tenant improvement and leasing commissions primarily associated with the H&M lease, $1.1 million for deferred maintenance, $1.1 million for abated rents associated with H&M and Assael, Inc., $954,783 for real estate taxes, $156,863 for insurance premiums, $18,748 for the initial deposit to the TI/LC reserve and $4,237 for the initial deposit to the replacement reserves.
 
Tax Escrows - The borrowers are required to escrow 1/12 of the annual estimated tax payments monthly, which currently equates to $158,982.
 
Insurance Escrows - The borrowers are required to escrow 1/12 of the annual estimated insurance premiums monthly, which currently equates to $13,072.
 
Replacement Reserves - On a monthly basis, the borrowers are required to escrow $4,237 (approximately $0.30 per square foot annually) for replacement reserves. The reserve is subject to a cap of $152,537 ($0.90 per square foot).
 
TI/LC Reserves - On a monthly basis, the borrowers are required to escrow $18,748 (approximately $1.33 per square foot annually) for tenant improvements and leasing commissions. This reserve is subject to a cap of $449,944 ($2.65 per square foot).
 
Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. The borrower was required to send tenant direction letters to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed during each interest period of the loan term in accordance with the loan documents. To the extent (i) the DSCR as calculated in the loan documents based on the trailing three-month period falls below 1.10x, (ii) there is an event of default under the loan documents or (iii) the borrower, its managing member or property manager (unless replaced by a qualified property manager within 60 days) becomes the subject of a bankruptcy, insolvency or similar action, then all excess cash flow will be deposited into the cash management account and will be held as additional collateral for the loan.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(barclays)
Annex A-3-25
 (j.p morgan)
 
 
 

 

 
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