FILED PURSUANT TO RULE 424(b)(5) | ||
REGISTRATION FILE NO.: 333-172366-03 | ||
Class | Approximate Initial Principal Balance(1) | Approximate Initial Pass- Through Rate | Pass-Through Rate Description | Assumed Final Distribution Date(3) | Rated Final Distribution Date(4) | |||||||
Class A-1 | $ | 97,008,000 | 0.8640% | Fixed(5) | May 2017 | August 2045 | ||||||
Class A-2 | $ | 187,668,000 | 1.8810% | Fixed(5) | July 2017 | August 2045 | ||||||
Class A-3 | $ | 414,057,000 | 3.0010% | Fixed(5) | July 2022 | August 2045 | ||||||
Class A-SB | $ | 96,932,000 | 2.5590% | Fixed(5) | December 2021 | August 2045 | ||||||
Class A-S | $ | 113,833,000 | 3.6600% | Fixed(5) | July 2022 | August 2045 | ||||||
Class B | $ | 66,674,000 | 4.3110% | Fixed(5) | July 2022 | August 2045 | ||||||
Class C | $ | 43,907,000 | 5.0436% | WAC(6) | July 2022 | August 2045 |
Investing in the offered certificates involves risks. You should carefully consider the risk factors beginning on page S-47 of this prospectus supplement and page 8 of the prospectus. Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity. The certificates will represent interests in the issuing entity only. They will not represent interests in or obligations of the depositor, any of its affiliates or any other entity. | The Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Neither Wells Fargo Commercial Mortgage Securities, Inc. nor anyone else will list the offered certificates on any securities exchange or on any automated quotation system of any securities association such as the Nasdaq Stock Market. The underwriters, Wells Fargo Securities, LLC, RBS Securities Inc. and Citigroup Global Markets Inc. will purchase the offered certificates from Wells Fargo Commercial Mortgage Securities, Inc. and will offer them to the public from time to time in negotiated transactions or otherwise at varying prices determined at the time of sale, plus, in certain cases, accrued interest. The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about August 7, 2012. We expect to receive from this offering approximately 101.65% of the initial aggregate principal balance of the offered certificates, plus accrued interest from August 1, 2012, before deducting expenses payable by us. |
Wells Fargo Securities | RBS | |
Citigroup |
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS | viii | |
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES | x | |
FORWARD-LOOKING STATEMENTS | xi | |
SUMMARY | S-1 | |
RISK FACTORS | S-47 | |
Risks Related to the Offered Certificates | S-47 | |
The Certificates May Not Be a Suitable Investment for You | S-47 | |
The Trust Fund’s Assets May Be Insufficient to Allow for Repayment in Full on Your Certificates | S-47 | |
The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected the Value of Commercial Mortgage-Backed Securities | S-47 | |
Market Considerations and Limited Liquidity | S-48 | |
The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment | S-51 | |
The Yields to Maturity on the Offered Certificates Depend on a Number of Factors that Cannot Be Predicted with any Certainty | S-53 | |
Incorrect Assumptions Regarding Principal Payments and Prepayments May Lead to a Lower than Expected Yield on Your Investment | S-54 | |
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment | S-55 | |
The Payment of Expenses of the Trust Fund May Reduce the Amount of Distributions on Your Offered Certificates | S-56 | |
You Will Have Limited Ability To Control the Servicing of the Mortgage Loans and the Parties with Control Over the Servicing of the Mortgage Loans May Have Interests that Conflict with Your Interests | S-56 | |
You Will Have No Control Over the Servicing of the Non-Serviced Pari Passu Mortgage Loans | S-57 | |
If the Master Servicer or the Special Servicer Purchases Certificates or Has Investments Related to a Borrower or Other Person, a Conflict of Interest May Arise Between Its Own Interests and Its Duties to the Trust Fund | S-57 | |
Various Other Securitization-Level Conflicts of Interest May Have an Adverse Effect on Your Offered Certificates | S-58 | |
Potential Conflicts of Interest of the Underwriters and Their Affiliates | S-59 | |
Potential Conflicts of Interest in the Selection of the Mortgage Loans | S-61 | |
Ratings of the Certificates Have Substantial Limitations | S-62 | |
The Special Servicer May Be Directed To Take Actions | S-64 | |
You May Be Bound by the Actions of Other Certificateholders Even if You Do Not Agree with Those Actions | S-65 | |
Because the Offered Certificates Are in Book-Entry Form, Your Rights Can Only Be Exercised Indirectly and There May Be Other Adverse Consequences | S-65 | |
State and Local Tax Considerations | S-65 | |
Commencing Legal Proceedings Against Parties to the Pooling and Servicing Agreement May Be Difficult | S-66 | |
Each of the Mortgage Loan Sellers, the Depositor and the Trust Fund Are Subject to Insolvency or Bankruptcy Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans | S-66 | |
Risks Related to the Mortgage Loans | S-68 | |
Each of the Various Types of Mortgaged Properties Are Subject to Unique Risks, Which May Reduce Payments on Your Certificates | S-68 | |
The Repayment of a Multifamily, Manufactured Housing Community or Commercial Mortgage Loan is Dependent on the Cash Flow Produced by the Corresponding Mortgaged Property, Which Can Be Volatile and Insufficient To Allow Full and Timely Distributions on Your Offered Certificates | S-68 | |
Property Value May Be Adversely Affected Even When There Is No Change in Current Operating Income | S-70 |
ii |
Concentrations of Mortgaged Property Types Subject the Trust Fund to Increased Risk of Decline in Particular Industries | S-70 | |
Retail Properties Have Special Risks | S-71 | |
Office Properties Have Special Risks | S-73 | |
Industrial and Mixed-Use Properties Have Special Risks | S-73 | |
Hospitality Properties Have Special Risks | S-74 | |
Multifamily Properties Have Special Risks | S-75 | |
Self-Storage Properties Have Special Risks | S-76 | |
Manufactured Housing Community Properties Have Special Risks | S-76 | |
Renewal, Termination and Expiration of Leases and Reletting Entails Risks That May Adversely Affect Your Investment | S-76 | |
Tenant Early Termination Options Entail Special Risks | S-79 | |
Tenant Bankruptcies May Adversely Affect the Income Produced by the Mortgaged Properties and May Adversely Affect the Distributions on Your Certificates | S-80 | |
Various Loan-Level Conflicts of Interest May Have an Adverse Effect on Your Certificates | S-80 | |
Shari’ah Compliant Loans | S-80 | |
A Concentration of Mortgaged Properties in One or More Geographic Areas Reduces Diversification and May Increase the Risk that Your Certificates May Not Be Paid in Full | S-80 | |
The Concentration of Loans and Number of Loans with the Same or Related Borrowers Increases the Possibility of Loss on the Loans Which Could Reduce Distributions on Your Certificates | S-81 | |
Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted, Which Could Reduce Distributions on Your Certificates | S-82 | |
Limitations on the Enforceability of Multi-Borrower/Multi-Property and Multi-Borrower/Multiple Parcel Arrangements May Have an Adverse Effect on Recourse in the Event of a Default on a Mortgage Loan | S-82 | |
Borrowers’ Recent Acquisition of the Mortgaged Properties Causes Uncertainty | S-83 | |
Certain Mortgaged Properties May Have a Limited Operating History | S-83 | |
Risks Related to Redevelopment and Renovation at the Mortgaged Properties | S-84 | |
Risks of the Anticipated Repayment Date Loans | S-84 | |
Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Distributions on Your Certificates; and Limited Adaptability for Other Uses May Substantially Lower the Liquidation Value of a Mortgaged Property | S-85 | |
We Cannot Assure You That Any Upfront or Ongoing Deposits Made by a Borrower to Any Reserve in Respect of a Mortgaged Property Will Be Sufficient To Offset Any Cash Flow Shortfalls That May Occur at the Related Mortgaged Property | S-85 | |
The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates | S-85 | |
If a Borrower is Unable To Repay Its Loan on Its Maturity Date, You May Experience a Loss or Delay in Distributions on Your Certificates | S-86 | |
A Borrower’s Other Loans May Reduce the Cash Flow Available to the Mortgaged Property Which May Adversely Affect Distributions on Your Certificates; Mezzanine Financing Reduces a Principal’s Equity in, and Therefore Its Incentive to Support, a Mortgaged Property | S-86 | |
Litigation Arising Out of Ordinary Business or Other Activities of the Borrowers, Borrower Principals, Sponsors and Managers Could Adversely Affect Distributions on Your Certificates | S-88 | |
Bankruptcy Proceedings Relating to a Borrower Can Result in Dissolution of the Borrower and the Acceleration of the Related Mortgage Loan and Can Otherwise Impair Repayment of the Related Mortgage Loan | S-88 | |
Mortgage Loans With Borrowers That Are Not Bankruptcy Remote Entities or That Do Not Have Non-Recourse Carveout Guarantees May Be More Likely To File Bankruptcy Petitions or Take Other Actions That May Adversely Affect Distributions on Your Certificates | S-89 | |
Prior Bankruptcies or Other Proceedings May Be Relevant to Future Performance | S-90 |
iii |
Provisions Requiring Yield Maintenance Charges or Defeasance Provisions May Not Be Enforceable | S-90 | |
Substitution of Mortgaged Properties and Debt Severance Provisions May Lead to Increased Risks | S-91 | |
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates | S-91 | |
Mortgaged Properties That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Distributions on Your Certificates | S-91 | |
Condemnations With Respect to Mortgaged Properties Could Adversely Affect Distributions on Your Certificates | S-92 | |
The Absence of or Inadequacy of Insurance Coverage on the Property May Adversely Affect Distributions on Your Certificates | S-93 | |
Environmental Conditions at the Mortgaged Properties May Subject the Trust Fund to Liability Under Federal and State Laws, Reducing the Value and Cash Flow of the Mortgaged Properties, Which May Result in Reduced Distributions on Your Offered Certificates | S-94 | |
Property Inspections and Engineering Reports May Not Reflect All Conditions That Require Repair on a Mortgaged Property | S-97 | |
Appraisals May Not Accurately Reflect the Value of the Mortgaged Properties | S-98 | |
Debt Service Coverage Ratio and Net Cash Flow Information Is Based on Numerous Assumptions | S-98 | |
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of the Depositor’s Other Trusts | S-99 | |
No Party is Obligated to Review the Mortgage Loans To Determine Whether Representations and Warranties Are True; Mortgage Loan Sellers or Other Responsible Parties May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan | S-100 | |
Any Loss of Value Payment Made by a Mortgage Loan Seller May Prove to Be Insufficient to Cover All Losses on a Defective Mortgage Loan | S-100 | |
The Operation of a Mortgaged Property Following Foreclosure May Affect the Tax Status of the Trust Fund and May Adversely Affect Distributions on Your Certificates | S-100 | |
Tenant Leases May Have Provisions That Could Adversely Affect Distributions on Your Certificates | S-101 | |
The Costs of Compliance with the Americans with Disabilities Act of 1990 and Fair Housing Laws May Adversely Affect a Borrower’s Ability To Repay Its Mortgage Loan | S-101 | |
Loans Secured by Mortgages on a Leasehold Interest Will Subject Your Investment to a Risk of Loss Upon a Lease Default | S-101 | |
The Borrower’s Form of Entity May Cause Special Risks | S-102 | |
Tenancies in Common May Hinder Recovery | S-102 | |
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds | S-103 | |
Changes to REMIC Restrictions on Loan Modifications and REMIC Rules on Partial Releases May Impact an Investment in the Certificates | S-103 | |
Other Risks | S-104 | |
Split Loan Structures May Adversely Affect Net Cash Flow to Sponsors, Which May Reduce Sponsors’ Commitment to Effective Management of the Mortgaged Properties | S-104 | |
Terrorist Attacks May Adversely Affect the Value of the Offered Certificates and Payments on the Underlying Mortgage Loans | S-104 | |
Foreign Conflicts May Adversely Affect the Value of the Offered Certificates and Payments on the Underlying Mortgage Loans | S-104 | |
Additional Risks | S-105 | |
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT | S-106 | |
DESCRIPTION OF THE MORTGAGE POOL | S-106 | |
General | S-106 | |
Significant Obligors | S-107 |
iv |
Mortgage Loan History | S-107 | |
Certain Characteristics of the Mortgage Pool | S-107 | |
Concentration of Mortgage Loans and Borrowers | S-107 | |
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans; Mortgage Loans with Affiliated Borrowers | S-107 | |
Property Type Concentrations | S-110 | |
Tenancies in Common | S-111 | |
Certain Terms of the Mortgage Loans | S-111 | |
Voluntary Prepayment and Defeasance Provisions | S-112 | |
Non-Recourse Obligations | S-119 | |
“Due-on-Sale” and “Due-on-Encumbrance” Provisions | S-120 | |
Encumbered Interests | S-121 | |
ARD Loans | S-121 | |
Shari’ah Compliant Lending Structure | S-121 | |
Split Loan Structures | S-122 | |
The 100 Church Street Loan Combination | S-123 | |
The Northridge Fashion Center Loan Combination | S-125 | |
The Town Center at Cobb Loan Combination | S-128 | |
Subordinate and/or Other Financing | S-131 | |
Other Additional Financing | S-132 | |
Net Cash Flow and Certain Underwriting Considerations | S-133 | |
Cash Management Agreements/Lockboxes | S-133 | |
Hazard Insurance | S-135 | |
Litigation Considerations | S-136 | |
Bankruptcy Issues and Other Proceedings | S-137 | |
Tenant Matters | S-138 | |
Lease Terminations and Expirations | S-139 | |
Other Matters | S-140 | |
Assessments of Property Value and Condition | S-141 | |
Appraisals | S-141 | |
Environmental Assessments | S-141 | |
Property Condition Assessments | S-143 | |
Seismic Review Process | S-143 | |
Zoning and Building Code Compliance | S-143 | |
Environmental Insurance | S-144 | |
Loan Purpose | S-145 | |
Exceptions to Underwriting Guidelines | S-145 | |
Assignment of the Mortgage Loans | S-146 | |
Representations and Warranties | S-148 | |
Cures, Repurchases and Substitutions | S-148 | |
Changes in Mortgage Pool Characteristics | S-151 | |
Finalized Pooling and Servicing Agreement and Other Material Agreements | S-152 | |
TRANSACTION PARTIES | S-153 | |
The Issuing Entity | S-153 | |
The Depositor | S-153 | |
The Sponsors, Mortgage Loan Sellers and Originators | S-154 | |
Wells Fargo Bank, National Association | S-154 | |
General | S-154 | |
Wells Fargo Bank, National Association’s Commercial Mortgage Securitization Program | S-154 | |
Wells Fargo Bank’s Commercial Mortgage Loan Underwriting | S-155 | |
Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor | S-160 | |
Repurchase Requests | S-161 | |
The Royal Bank of Scotland | S-163 | |
The Royal Bank of Scotland’s Underwriting Standards | S-164 | |
Review of Mortgage Loans for Which The Royal Bank of Scotland is the Sponsor | S-167 | |
Repurchase Requests | S-169 | |
Liberty Island Group I LLC | S-170 | |
General | S-170 |
v |
Liberty Island’s Underwriting Standards and Processes | S-171 | |
Review of Mortgage Loans for Which Liberty Island is the Sponsor | S-174 | |
Repurchase Requests | S-175 | |
C-III Commercial Mortgage LLC | S-175 | |
General | S-175 | |
C3CM’s Underwriting Guidelines and Processes | S-178 | |
Exceptions | S-183 | |
Review of Mortgage Loans for Which C3CM is the Sponsor | S-183 | |
Repurchase Requests | S-184 | |
Basis Real Estate Capital II, LLC | S-185 | |
General | S-185 | |
Basis’ Securitization Program | S-185 | |
Basis’ Underwriting Standards and Processes | S-186 | |
Review of Mortgage Loans for Which Basis Real Estate Capital is the Sponsor | S-190 | |
Repurchase Requests | S-191 | |
Compensation of the Sponsors | S-191 | |
The Trustee | S-192 | |
The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian | S-192 | |
The Master Servicer | S-194 | |
Additional Primary Servicer | S-197 | |
The Special Servicer | S-198 | |
The Trust Advisor | S-200 | |
Affiliations and Certain Relationships Among Certain Transaction Parties | S-201 | |
DESCRIPTION OF THE OFFERED CERTIFICATES | S-204 | |
General | S-204 | |
Certificate Principal Balances and Certificate Notional Amounts | S-205 | |
Distribution Account | S-206 | |
Interest Reserve Account | S-208 | |
Distributions | S-208 | |
Priority of Distributions | S-217 | |
Treatment of REO Properties | S-223 | |
Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses | S-223 | |
Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses | S-227 | |
Advances of Delinquent Monthly Debt Service Payments | S-228 | |
Fees and Expenses | S-232 | |
Reports to Certificateholders; Available Information | S-237 | |
Voting Rights | S-244 | |
Delivery, Form and Denomination | S-245 | |
Matters Regarding the Certificate Administrator and the Tax Administrator | S-245 | |
Amendment of the Pooling and Servicing Agreement | S-246 | |
Termination of the Pooling and Servicing Agreement | S-248 | |
The Trustee | S-249 | |
Eligibility Requirements | S-249 | |
Duties of the Trustee | S-249 | |
Matters Regarding the Trustee | S-250 | |
Resignation and Removal of the Trustee | S-250 | |
Suits, Actions and Proceedings by Certificateholders | S-251 | |
YIELD AND MATURITY CONSIDERATIONS | S-252 | |
Yield Considerations | S-252 | |
Weighted Average Life | S-256 | |
Pre-Tax Yield to Maturity Tables | S-259 | |
SERVICING OF THE MORTGAGE LOANS AND ADMINISTRATION OF THE TRUST FUND | S-263 | |
General | S-263 | |
Servicing and Other Compensation and Payment of Expenses | S-267 | |
Asset Status Reports | S-280 | |
The Majority Subordinate Certificateholder and the Subordinate Class Representative | S-282 | |
The Trust Advisor | S-285 |
vi |
Annual Reports and Meeting | S-286 | |
Net Present Value Calculations | S-289 | |
Review and Consultation With Respect to Calculations of Net Present Value and Appraisal Reduction Amounts | S-289 | |
Replacement of the Special Servicer | S-290 | |
Maintenance of Insurance | S-292 | |
Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions | S-294 | |
Transfers of Interests in Borrowers | S-294 | |
Modifications, Waivers, Amendments and Consents | S-295 | |
Required Appraisals | S-300 | |
Collection Account | S-304 | |
Procedures With Respect to Defaulted Mortgage Loans and REO Properties | S-306 | |
REO Account | S-310 | |
Inspections; Collection of Operating Information | S-310 | |
Rating Agency Confirmations | S-311 | |
Servicer Termination Events | S-313 | |
Rights Upon the Occurrence of a Servicer Termination Event | S-315 | |
Termination, Discharge and Resignation of the Trust Advisor | S-317 | |
Resignation of the Master Servicer and the Special Servicer | S-318 | |
Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor | S-318 | |
Evidence as to Compliance | S-321 | |
Servicing of the Non-Serviced Pari Passu Mortgage Loans | S-322 | |
USE OF PROCEEDS | S-324 | |
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS | S-325 | |
General | S-325 | |
MATERIAL FEDERAL INCOME TAX CONSEQUENCES | S-326 | |
General | S-326 | |
Characterization of Investments in Offered Certificates | S-327 | |
Discount and Premium; Prepayment Consideration | S-328 | |
Further Information | S-329 | |
STATE AND OTHER TAX CONSEQUENCES | S-329 | |
ERISA CONSIDERATIONS | S-330 | |
Plan Assets | S-330 | |
Special Exemption Applicable to the Offered Certificates | S-330 | |
Insurance Company General Accounts | S-332 | |
General Investment Considerations | S-333 | |
LEGAL INVESTMENT | S-333 | |
METHOD OF DISTRIBUTION (UNDERWRITER CONFLICTS OF INTEREST) | S-334 | |
LEGAL MATTERS | S-335 | |
RATINGS | S-336 | |
INDEX OF DEFINED TERMS | S-338 |
Annex A-1: | Certain Characteristics of the Mortgage Loans and Mortgaged Properties | A-1-1 |
Annex A-2: | Mortgage Pool Information (Tables) | A-2-1 |
Annex A-3: | Summaries of the Fifteen Largest Mortgage Loans | A-3-1 |
Annex B: | Additional Mortgage Loan Information/Definitions | B-1 |
Annex C-1: | Mortgage Loan Representations and Warranties | C-1-1 |
Annex C-2: | Exceptions to Mortgage Loan Representations and Warranties | C-2-1 |
Annex D: | Global Clearance, Settlement and Tax Documentation Procedures | D-1 |
Annex E-1: | Form of Trust Advisor Annual Report (Subordinate Control Period) | E-1-1 |
Annex E-2: | Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period) | E-2-1 |
Annex F: | Form of Distribution Date Statement | F-1 |
Annex G: | Class A-SB Planned Principal Balance Schedule | G-1 |
vii |
● | the accompanying prospectus, which provides general information, some of which may not apply to a particular class of offered certificates, including your class; and |
● | this prospectus supplement, which describes the specific terms of your class of offered certificates. |
viii |
ix |
x |
xi |
SUMMARY The following summary is a short description of the main terms of the offered certificates and the mortgage loans and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus. This summary does not contain all of the information that may be important to you. To fully understand the terms of the offered certificates and the mortgage loans, you will need to read both this prospectus supplement and the accompanying prospectus in their entirety. Overview of the Certificates The table below lists certain summary information concerning the WFRBS Commercial Mortgage Trust 2012-C8, Commercial Mortgage Pass-Through Certificates, Series 2012-C8. Each certificate represents an interest in the mortgage loans included in the trust fund. We are offering the Class A-1, A-2, A-3, A-SB, A-S, B and C certificates pursuant to this prospectus supplement. | |||||||||||||||||||||
Class | Approx. Initial Principal Balance or Notional Amount(1) | Approx. % of Aggregate Cut-off Date Balance | Approx. Initial Credit Support(2) | Approx. Initial Pass- Through Rate | Pass- Through Rate Description | Weighted Average Life (Years)(3) | Expected Principal Window(3) | ||||||||||||||
Offered Certificates | |||||||||||||||||||||
A-1 | $ | 97,008,000 | 7.457 | % | 30.000 | % | 0.8640% | Fixed(5) | 2.92 | 09/2012–05/2017 | |||||||||||
A-2 | $ | 187,668,000 | 14.425 | % | 30.000 | % | 1.8810% | Fixed(5) | 4.92 | 05/2017–07/2017 | |||||||||||
A-3 | $ | 414,057,000 | 31.827 | % | 30.000 | % | 3.0010% | Fixed(5) | 9.87 | 05/2022–07/2022 | |||||||||||
A-SB | $ | 96,932,000 | 7.451 | % | 30.000 | % | 2.5590% | Fixed(5) | 7.22 | 07/2017–12/2021 | |||||||||||
A-S | $ | 113,833,000 | 8.750 | % | 21.250 | % | 3.6600% | Fixed(5) | 9.94 | 07/2022–07/2022 | |||||||||||
B | $ | 66,674,000 | 5.125 | % | 16.125 | % | 4.3110% | Fixed(5) | 9.94 | 07/2022–07/2022 | |||||||||||
C | $ | 43,907,000 | 3.375 | % | 12.750 | % | 5.0436% | WAC(6) | 9.94 | 07/2022–07/2022 | |||||||||||
Non-Offered Certificates | |||||||||||||||||||||
X-A | $ | 1,024,498,000 | (7) | NAP | NAP | 2.4233% | Variable(8) | NAP | NAP | ||||||||||||
X-B | $ | 66,674,000 | (9) | NAP | NAP | 0.7326% | Variable(10) | NAP | NAP | ||||||||||||
A-FL | $ | 115,000,000 | (11) | 8.840 | % | 30.000 | % | LIBOR plus 1.0000%(12) | Floating | 9.45 | 12/2021–05/2022 | ||||||||||
A-FX | $ | 0 | (11) | 0.000 | % | 30.000 | % | 2.9600% | Fixed(5) | 9.45 | 12/2021–05/2022 | ||||||||||
D | $ | 26,019,000 | 2.000 | % | 10.750 | % | 5.0436% | WAC(6) | 9.94 | 07/2022–07/2022 | |||||||||||
E | $ | 45,533,000 | 3.500 | % | 7.250 | % | 5.0436% | WAC(6) | 9.94 | 07/2022–07/2022 | |||||||||||
F | $ | 22,767,000 | 1.750 | % | 5.500 | % | 5.0436% | WAC(6) | 9.94 | 07/2022–07/2022 | |||||||||||
G | $ | 26,019,000 | 2.000 | % | 3.500 | % | 5.0436% | WAC(6) | 9.94 | 07/2022–07/2022 | |||||||||||
H | $ | 45,533,580 | 3.500 | % | N/A | 5.0436% | WAC(6) | 10.01 | 07/2022–08/2022 | ||||||||||||
V(13) | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||
R(14) | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
(footnotes to table on cover and table set forth above) | ||||
(1) | The principal balances and notional amounts set forth in the table are approximate. The actual initial principal balances and notional amounts may be larger or smaller depending on the aggregate cut-off date principal balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date principal balance may be as much as 5% larger or smaller than the amount presented in this prospectus supplement. | |||
(2) | The approximate initial credit support with respect to the Class A-1, A-2, A-FL, A-FX, A-3 and A-SB certificates represents the approximate credit enhancement for the Class A-1, A-2, A-FL, A-FX, A-3 and A-SB certificates in the aggregate. No class of certificates will provide any credit support to the Class A-FL certificates for any failure by the swap counterparty to make the payment under the related swap contract. | |||
(3) | Calculated based on a 0% CPR and the structuring assumptions described in this prospectus supplement. | |||
(4) | For information regarding the “Rated Final Distribution Date” see “Ratings” in this prospectus supplement and “Ratings” in the accompanying prospectus. | |||
(5) | The pass-through rates for the Class A-1, A-2, A-3, A-FX, A-SB, A-S and B Certificates in each case will be a fixed rate per annum (described in the table as “Fixed”) equal to the pass-through rate set forth opposite such class in the table. | |||
(6) | The pass-through rates for the Class C, D, E, F, G and H Certificates in each case will be a variable rate per annum (described in the table as “WAC”) equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis. | |||
(7) | The Class X-A certificates are notional amount certificates. The notional amount of the Class X-A certificates will be equal to the aggregate principal balance of the Class A-1, A-2, A-3, A-SB and A-S certificates and the Class A-FX regular interest outstanding from time to time. The Class X-A certificates will not be entitled to distributions of principal. | |||
(8) | The pass-through rate for the Class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, A-2, A-3, A-SB and A-S certificates and the Class A-FX regular interest for the related distribution date, weighted on the basis of their respective aggregate principal balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net | |||
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mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis. | |||
(9) | The Class X-B certificates are notional amount certificates. The notional amount of the Class X-B certificates will be equal to the principal balance of the Class B certificates outstanding from time to time. The Class X-B certificates will not be entitled to distributions of principal. | ||
(10) | The pass-through rate for the Class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the pass-through rate on the Class B certificates for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis. | ||
(11) | The aggregate principal balance of the Class A-FL and A-FX certificates will at all times equal the principal balance of the Class A-FX regular interest. The approximate initial principal balance of the Class A-FX regular interest is $115,000,000. | ||
(12) | The pass-through rate on the Class A-FL Certificates will be a per annum rate equal to LIBOR plus 1.0000%; provided, however, that under certain circumstances, the pass-through rate on the Class A-FL Certificates may convert to the pass-through rate applicable to the Class A-FX regular interest. The initial LIBOR rate will be determined two LIBOR Business Days prior to the Closing Date, and subsequent LIBOR rates for the Class A-FL Certificates will be determined two LIBOR Business Days before the start of the related interest accrual period. | ||
(13) | The Class V certificates will not have a certificate principal balance, certificate notional amount, pass-through rate, rated final distribution date or rating. The Class V certificates will only be entitled to distributions of excess interest accrued on the mortgage loan with an anticipated repayment date. See “Description of the Mortgage Pool—ARD Loans” in this prospectus supplement. | ||
(14) | The Class R certificates will not have a certificate principal balance, certificate notional amount, pass-through rate, rated final distribution date or rating. The Class R certificates represent the residual interest in each REMIC as further described in this prospectus supplement. The Class R certificates will not be entitled to distributions of principal or interest. | ||
The Class X-A, X-B, A-FL, A-FX, D, E, F, G, H, V and R certificates are not offered by this prospectus supplement. Any information in this prospectus supplement concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates. | |||
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Transaction Overview On the closing date, each mortgage loan seller will sell its mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a “pooling and servicing agreement”, to be dated as of August 1, 2012, among the depositor, the master servicer, the special servicer, the trust advisor, the certificate administrator, the tax administrator and the trustee. The master servicer will service the mortgage loans (other than the non-serviced pari passu mortgage loans and the specially serviced mortgage loans) in accordance with the pooling and servicing agreement and provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates. You should refer to the accompanying prospectus, including the section captioned “Summary of Prospectus” for additional important information pertaining to the offered certificates. The transfers of the mortgage loans from the respective sponsors to the depositor and from the depositor to the issuing entity in exchange for the certificates are illustrated below: | |||
Relevant Parties | |||
Title of Certificates | WFRBS Commercial Mortgage Trust 2012-C8, Commercial Mortgage Pass-Through Certificates, Series 2012-C8, which will be issued pursuant to the pooling and servicing agreement. | ||
Issuing Entity | WFRBS Commercial Mortgage Trust 2012-C8, a New York common law “trust”, will issue the certificates. The assets in the trust will comprise the “trust fund”. See “Transaction Parties—The Issuing Entity” in this prospectus supplement. | ||
Depositor | Wells Fargo Commercial Mortgage Securities, Inc. is the depositor. As depositor, Wells Fargo Commercial Mortgage Securities, Inc. will acquire the mortgage loans from the mortgage loan sellers and deposit them into the trust fund. The depositor’s principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288–0166 | ||
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and its telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. See “Transaction Parties—The Depositor” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement and “The Depositor” in the accompanying prospectus. | ||||
Sponsors, Mortgage Loan | ||||
Sellers and Originators | Wells Fargo Bank, National Association, a national banking association, The Royal Bank of Scotland plc, a public company registered in Scotland and RBS Financial Products Inc., a Delaware corporation (which will be referred to together as The Royal Bank of Scotland), Liberty Island Group I LLC, a Delaware limited liability company, C-III Commercial Mortgage LLC, a Delaware limited liability company, and Basis Real Estate Capital II, LLC, a Delaware limited liability company, are the sponsors of this transaction. As sponsors, those entities have organized and initiated the transactions in which the certificates will be issued. Those entities will sell the mortgage loans to the depositor. See “Risk Factors—Risks Related to the Mortgage Loans—No Party is Obligated to Review the Mortgage Loans To Determine Whether Representations and Warranties Are True; Mortgage Loan Sellers or Other Responsible Parties May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan”, “Transaction Parties—The Sponsors, Mortgage Loan Sellers and Originators” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement and “The Sponsor” in the accompanying prospectus. | |||
The mortgage loan sellers are selling the following loans: |
Originator | Mortgage Loan Seller | Number of Mortgage Loans | Number of Mortgaged Properties | Aggregate Cut-off Date Balance | % of Cut-off Date Pool Balance | |||||||||||
Wells Fargo Bank, National Association(1) | Wells Fargo Bank, National Association(1) | 36 | 47 | $ | 631,626,455 | 48.6 | % | |||||||||
The Royal Bank of Scotland(2) | The Royal Bank of Scotland(2) | 24 | 53 | 513,648,577 | 39.5 | |||||||||||
Prudential Mortgage Capital Company, LLC | Liberty Island Group I LLC | 3 | 3 | 66,707,399 | 5.1 | |||||||||||
C-III Commercial Mortgage LLC | C-III Commercial Mortgage LLC | 12 | 14 | 66,654,424 | 5.1 | |||||||||||
Basis Real Estate Capital II, LLC | Basis Real Estate Capital II, LLC | 5 | 5 | 22,313,725 | 1.7 | |||||||||||
Total: | Total: | 80 | 122 | $ | 1,300,950,580 | 100.0 | % |
(1) | Wells Fargo Bank, National Association delegated certain of its underwriting and origination functions in connection with two (2) loans identified on Annex A-1 of this prospectus supplement as West Slauson Plaza and Storage Direct to Principal Real Estate Investors, LLC (an affiliate of Principal Life Insurance Company) pursuant to a program of agreed-upon underwriting and closing procedures, as described under “Transaction Parties—The Sponsors, Mortgage Loan Sellers and Originators—Wells Fargo Bank, National Association—Wells Fargo Bank’s Commercial Mortgage Loan Underwriting” in this prospectus supplement. | ||
(2) | The mortgage loan seller referred to herein as The Royal Bank of Scotland is comprised of two affiliated companies: The Royal Bank of Scotland plc and RBS Financial Products Inc. With respect to the mortgage loans being sold to the trust by The Royal Bank of Scotland (a) twenty-three (23) mortgage loans, having an aggregate cut-off date principal balance of $410,928,577 and representing 31.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated by and are being sold to the trust only by The Royal Bank of Scotland plc and (b) one (1) mortgage loan, having a cut-off date principal balance of $102,720,000 and representing 7.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date was co-originated by The Royal Bank of Scotland plc and RBS Financial Products Inc. and is being sold to the trust jointly by The Royal Bank of Scotland plc and RBS Financial Products Inc. |
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Master Servicer | Wells Fargo Bank, National Association will act as the master servicer with respect to all of the mortgage loans sold to the depositor (including the pari passu mortgage loans described under “Description of the Mortgage Pool—Split Loan Structures” in this prospectus supplement, which will be primary serviced by Wells Fargo Bank, National Association, pursuant to the WFRBS 2012-C7 pooling and servicing agreement). The master servicer will be primarily responsible for servicing and administering, directly or through sub-servicers (including, without limitation, any primary servicers), the mortgage loans (other than the non-serviced pari passu mortgage loans) (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer and (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a work-out. In addition, the master servicer will be primarily responsible for making debt service advances and servicing advances under the pooling and servicing agreement with respect to the mortgage loans that it is servicing. See “Transaction Parties—The Master Servicer” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement. | ||
Each pari passu mortgage loan and related pari passu companion loan described under “The Trust Fund—Split Loan Structures” below, together comprise a loan combination. See “Description of the Mortgage Pool—General” and “—Split Loan Structures” in this prospectus supplement for more information on the loan combinations. The master servicer will be the master servicer and primary servicer for the serviced pari passu mortgage loan. The party acting as primary servicer with respect to each non-serviced pari passu mortgage loan will also be entitled to receive a servicing fee under the WFRBS 2012-C7 pooling and servicing agreement, which fee is payable monthly from the related non-serviced pari passu mortgage loan, prior to application of such interest to make payments on the related non-serviced pari passu mortgage loan, at a per annum rate of 0.07%. See “Description of the Mortgage Pool—Split Loan Structures” in this prospectus supplement. | |||
Special Servicer | Rialto Capital Advisors, LLC, a Delaware limited liability company, will initially be appointed to act as special servicer with respect to the mortgage loans (other than the non-serviced pari passu mortgage loans described under “Description of the Mortgage Pool—Split Loan Structures” below, which will be initially specially serviced by Torchlight Loan Services, LLC, pursuant to the WFRBS 2012-C7 pooling and servicing agreement). In general, the special servicer will service a mortgage loan following the occurrence of certain events that cause that mortgage loan to become a specially serviced mortgage loan. The initial special servicer was designated to be the special servicer by RREF CMBS AIV, LP, an affiliate of Rialto Real Estate Fund, LP, which is anticipated to purchase the Class F, G and H certificates on the closing date and become the initial majority subordinate certificateholder. See “Servicing of the Mortgage Loans and Administration of the Trust Fund” and “Transaction Parties— The Special Servicer” in this prospectus supplement. | ||
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Additional Primary Servicer | Prudential Asset Resources, Inc., a Delaware corporation, a wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC will be appointed by the master servicer as a sub-servicer to act as primary servicer and perform most servicing duties of the master servicer, other than making advances, with respect to those mortgage loans sold to the issuing entity by Liberty Island Group I LLC. Liberty Island Group I LLC is partially owned by Prudential Mortgage Capital Company, LLC. See “Transaction Parties—Additional Primary Servicer” in this prospectus supplement. The master servicer will pay the fees of the primary servicer. | ||
Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian | Wells Fargo Bank, National Association, will act as certificate administrator, tax administrator, certificate registrar and custodian. The certificate administrator is required to make distributions of the available distribution amount on each distribution date to the certificateholders and to prepare reports detailing the distributions to certificateholders on each distribution date and the performance of the mortgage loans and mortgaged properties. See “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement. | ||
Trustee | Deutsche Bank Trust Company Americas, a New York banking corporation, will act as trustee of the trust fund. In addition, the trustee will be primarily responsible for back-up advancing if the master servicer fails to perform its advancing obligations. Upon the transfer of the mortgage loans into the trust fund, the trustee, on behalf of the trust fund, will become the holder of each mortgage loan so transferred (except with respect to each non-serviced pari passu mortgage loan, for which Deutsche Bank Trust Company Americas, as trustee under the WFRBS Commercial Mortgage Trust 2012-C7, Commercial Mortgage Pass-Through Certificates, Series 2012-C7 securitization, will be the holder of the related non-serviced loan combination pursuant to the pooling and servicing agreement related to such securitization, subject to the rights of the holder of each related pari passu mortgage loan pursuant to the related intercreditor agreement). See “Transaction Parties—The Trustee” in this prospectus supplement. | ||
Underwriters | Wells Fargo Securities, LLC, RBS Securities Inc. and Citigroup Global Markets Inc. are the underwriters of the offered certificates. Wells Fargo Securities, LLC and RBS Securities Inc. are acting as co-lead managers and co-bookrunners for this offering. Wells Fargo Securities, LLC is acting as sole bookrunning manager with respect to 60.5% of each class of offered certificates and RBS Securities Inc. is acting as sole bookrunning manager with respect to 39.5% of each class of offered certificates. Citigroup Global Markets Inc. is acting as co-manager. | ||
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A substantial portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) will be directed to affiliates of Wells Fargo Securities, LLC and RBS Securities Inc. See “Method of Distribution (Underwriter Conflicts of Interest)” in this prospectus supplement. | |||
Trust Advisor | Pentalpha Surveillance LLC, a Delaware limited liability company. Pentalpha Surveillance LLC will act as the trust advisor, with respect to all the mortgage loans (other than the non-serviced pari passu mortgage loans described under “Description of the Mortgage Pool—Split Loan Structures” in this prospectus supplement, for which the initial trust advisor is TriMont Real Estate Advisors, Inc. under the WFRBS 2012- C7 Pooling and Servicing Agreement as described under “Transaction Parties—The Trust Advisor” in this prospectus supplement). The trust advisor will perform certain review duties on a platform basis that will generally include a limited annual review of, and, if any mortgage loans in the mortgage pool were specially serviced by the special servicer in the preceding calendar year, the preparation of an annual report regarding certain of the special servicer’s actions pursuant to the pooling and servicing agreement. The review and report generally will be based on: (a) during a subordinate control period, each final asset status report delivered to the trust advisor by the special servicer, (b) during a collective consultation period or senior consultation period, any asset status reports and additional information delivered to the trust advisor by the special servicer and/or; (c) during a senior consultation period, in addition to the foregoing, a meeting with the special servicer to conduct a limited review of the special servicer’s operational practices on a platform basis in light of the servicing standard. In the event that the trust advisor has provided for review to the special servicer a trust advisor annual report containing an assessment of the performance of the special servicer, as described in “Transaction Parties—The Trust Advisor”, that in the reasonable view of the special servicer presents a negative assessment of the special servicer’s performance, the special servicer will be permitted to provide to the trust advisor reasonably limited non-privileged information and documentation, in each case that is relevant to the facts upon which the trust advisor has based such assessment, and the trust advisor will undertake a reasonable review of such additional limited non-privileged information and documentation prior to finalizing its annual assessment. Notwithstanding the foregoing, the content of the trust advisor’s annual report will be determined by the trust advisor. | ||
In addition, during any collective consultation period or senior consultation period, the special servicer will be required to consult with the trust advisor (in addition to the subordinate class representative, during a collective consultation period) in connection with material special servicing actions with respect to specially serviced mortgage loans. Furthermore, under certain circumstances, but only during a senior consultation period, the trust advisor may recommend the replacement of the special servicer, other than the special servicer with respect to the non-serviced loan combinations, in which case | |||
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the certificate administrator will deliver notice of such recommendation to the certificateholders, and certificateholders with specified percentages of the voting rights may direct the replacement of the special servicer at their expense. See “Transaction Parties—The Trust Advisor” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—Asset Status Reports” and “—The Trust Advisor” in this prospectus supplement. | |||
The trust advisor will be discharged from its duties under the pooling and servicing agreement when the aggregate certificate principal balance of the Class A-1, A-2, A-3, A-SB, A-S, B, C, D and E certificates and the Class A-FX regular interest has been reduced to zero. See “Servicing of the Mortgage Loans and Administration of the Trust Fund— Termination, Discharge and Resignation of the Trust Advisor”. | |||
In addition, under certain circumstances, but only during a senior consultation period, with respect to a non-serviced loan combination, the party acting as the trust advisor with respect to such non-serviced loan combination in the WFRBS 2012-C7 securitization may recommend the replacement of the special servicer in the WFRBS 2012-C7 securitization, in which case the certificate administrator in the WFRBS 2012-C7 securitization will deliver notice of such recommendation to the certificateholders in the WFRBS 2012-C7 securitization, and certificateholders in the WFRBS 2012-C7 securitization with specified percentages of the voting rights may direct the replacement of such special servicer at their expense. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing of the Non-Serviced Pari Passu Mortgage Loans” in this prospectus supplement. | |||
The obligations of the trust advisor under the pooling and servicing agreement are solely to provide analytical and reporting services. When we use the words “consult”, “recommend” or words of similar import in respect of the trust advisor and any servicing action or inaction, we are referring to the trust advisor’s analytical and reporting services, and not to a duty to make recommendations for or against any servicing action. Although the trust advisor must consider the servicing standard in its analysis, the trust advisor will not itself be bound by the servicing standard. The trust advisor will have no liability to any certificateholders, or any particular certificateholder, for actions taken or not taken under the pooling and servicing agreement. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Trust Advisor” and “—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this prospectus supplement. | |||
The trust advisor is required to deliver certain reports at the times and in the manner described in this prospectus supplement and set forth in the pooling and servicing agreement. In general, the trust advisor will have no duty to report to or respond to inquiries of the certificateholders. See “Description of the Offered Certificates—Reports to Certificateholders; Available Information” in this prospectus supplement. | |||
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The trust advisor will have certain rights to compensation (other than with respect to any non-serviced pari passu mortgage loan) and indemnification by the trust fund. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses—Compensation of the Trust Advisor” and “—The Trust Advisor” in this prospectus supplement. | |||
Majority Subordinate Certificateholder | The majority subordinate certificateholder will be the holder(s) of a majority interest in (i) during a subordinate control period, the most subordinate class among the Class F, G and H certificates that has an aggregate principal balance, net of appraisal reduction amounts allocable thereto, that is at least equal to 25% of its total initial principal balance or (ii) during a collective consultation period, the most subordinate class among the Class F, G and H certificates that has an aggregate principal balance, without regard to appraisal reduction amounts, that is at least equal to 25% of its total initial principal balance. | ||
The majority subordinate certificateholder will have a continuing right to appoint, remove or replace the subordinate class representative in its sole discretion during certain periods of time. This right may be exercised at any time and from time to time. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement. During any subordinate control period, the majority subordinate certificateholder (or, with respect to the non-serviced pari passu mortgage loans, pursuant to the terms of the WFRBS 2012-C7 pooling and servicing agreement, the majority subordinate certificateholder for the WFRBS 2012-C7 securitization or the related subordinate class representative on its behalf) will have the right to terminate the special servicer with or without cause and appoint itself or an affiliate or another person as the successor special servicer. It will be a condition to such appointment that the hired rating agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the certificates. It is anticipated that RREF CMBS AIV, LP, an affiliate of Rialto Real Estate Fund, LP will purchase all the Class F, G and H certificates on the closing date and become the initial majority subordinate certificateholder. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative—The Majority Subordinate Certificateholder” in this prospectus supplement. | |||
Notwithstanding anything to the contrary described herein, at any time when the holder of a majority interest in the Class F certificates is the majority subordinate certificateholder, the majority subordinate certificateholder may waive its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of any of the rights of the subordinate class representative set forth in the pooling and servicing agreement, by irrevocable written notice delivered to the | |||
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depositor, certificate administrator, master servicer, special servicer and trust advisor. Any such waiver shall remain effective with respect to such holder and such class until such time as that majority subordinate certificateholder has sold or transferred a majority of the Class F certificates to an unaffiliated third party. Following any such transfer the successor majority subordinate certificateholder will again have the rights of the majority subordinate certificateholder as described herein without regard to any prior waiver by the predecessor majority subordinate certificateholder. The successor majority subordinate certificateholder will also have the right to irrevocably waive its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of any of the rights of the subordinate class representative. No successor majority subordinate certificateholder described above will have any consent rights with respect to any mortgage loan that became a specially serviced mortgage loan prior to its acquisition of a majority of the Class F certificates that had not also become a corrected mortgage loan prior to such acquisition until such mortgage loan becomes a corrected mortgage loan. Whenever such an “opt-out” by a majority subordinate certificateholder is in effect: | ||||
● | a senior consultation period will be in effect; and | |||
● | the rights of the majority subordinate certificateholder to appoint a subordinate class representative and the rights of the subordinate class representative will not be operative (notwithstanding that a subordinate control period or collective consultation period is or would otherwise then be in effect). | |||
Subordinate Class | ||||
Representative | The majority subordinate certificateholder will be entitled to appoint, remove and replace a subordinate class representative in its sole discretion to the extent described in this prospectus supplement. Subject to the limitations herein, this right may be exercised at any time and from time to time. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative—The Majority Subordinate Certificateholder” in this prospectus supplement. | |||
The subordinate class representative generally will be— | ||||
● | during a subordinate control period, entitled to direct the special servicer with respect to various special servicing matters as to the mortgage loans, and replace the special servicer with or without cause (in each case, other than with respect to the non-serviced pari passu mortgage loans); and | |||
● | during a collective consultation period, entitled (in addition to the trust advisor) to consult with the special servicer regarding various special servicing matters as to the | |||
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mortgage loans (in each case, other than with respect to the non-serviced pari passu mortgage loans). | ||||
During a senior consultation period, no subordinate class representative will be recognized or have any rights to replace the special servicer or approve, direct or consult with respect to servicing matters; provided, however, that with respect to the non-serviced pari passu mortgage loans, the existence of a senior consultation period with respect to the subordinate class representative under this transaction will have no effect on the rights of the WFRBS 2012-C7 subordinate class representative. Subordinate control period, collective consultation period and senior consultation period are described under “—Significant Dates and Periods” below. The subordinate class representative generally will have no duty to holders of certificates other than the Class F, G and H certificates. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative—No Liability to the Trust Fund and Certificateholders”. With respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as 100 Church Street, which also secures a pari passu companion loan, (a) the special servicer’s duties and obligations and (b) the subordinate class representative’s consent and/or consultation rights with respect thereto will each be subject to, among other rights of third parties, the consultation rights of the holder of the related companion loan, as provided for in the related intercreditor agreement and as described in this prospectus supplement. See “Description of the Mortgage Pool—Split Loan Structures”. | ||||
With respect to the mortgage loans secured by the mortgaged properties identified on Annex A-1 to this prospectus supplement as Northridge Fashion Center and Town Center at Cobb, each of which also secures a pari passu companion loan, the subordinate class representative will have limited consultation rights with the WFRBS 2012-C7 special servicer, as provided for in the related intercreditor agreement and as described in this prospectus supplement. See “Description of the Mortgage Pool—Split Loan Structures.” | ||||
Companion Loan Holders | The mortgaged properties identified on Annex A-1 to this prospectus supplement as Northridge Fashion Center and Town Center at Cobb each secures both a mortgage loan to be included in the trust and a pari passu companion loan that will not be included in the trust, which will be pari passu in right of payment with the related mortgage loan in this trust. With respect to the 100 Church Street mortgage loan, the mortgage loan and the related pari passu companion loan, which we collectively refer to as a “serviced loan combination”, will be serviced under the pooling and servicing agreement. The 100 Church Street mortgage loan is sometimes referred to as the “serviced pari passu mortgage loan” and the 100 Church Street pari passu companion loan is sometimes referred to as the “serviced pari passu companion loan”. With respect to the | |||
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Northridge Fashion Center and Town Center at Cobb mortgage loans, each mortgage loan and the related pari passu companion loan, which we collectively refer to as a “non-serviced loan combination”, will be primary serviced under the WFRBS 2012-C7 pooling and servicing agreement. Northridge Fashion Center and Town Center at Cobb mortgage loans are sometimes referred to as a “non-serviced pari passu mortgage loan” and the related pari passu companion loans are sometimes referred to as a “non-serviced pari passu companion loan”. Each serviced loan combination and non-serviced loan combination are collectively referred to in this prospectus supplement as the “loan combinations”. | |||
The servicing and administration of each non-serviced loan combination will be conducted according to substantially the same provisions as apply to mortgage loans that are not included in a loan combination, except that the holder of each of the Northridge Fashion Center mortgage loan and Town Center at Cobb mortgage loan, or a representative thereof, will have certain notice and consultation rights with respect to the related non-serviced loan combination. | |||
Each non-serviced pari passu companion loan is an asset in the WFRBS Commercial Mortgage Trust 2012-C7 securitization. Each non-serviced pari passu mortgage loan and the related non-serviced pari passu companion loan is serviced by Wells Fargo Bank, National Association, as master servicer, which is referred to herein as the WFRBS 2012-C7 master servicer and Torchlight Loan Services, LLC, as special servicer, which is referred to herein as the WFRBS 2012-C7 special servicer, pursuant to the terms of that securitization’s pooling and servicing agreement, which is referred to herein as the WFRBS 2012-C7 pooling and servicing agreement. Deutsche Bank Trust Company Americas, as trustee, which is referred to in this prospectus supplement as the WFRBS 2012-C7 trustee, or a custodian on its behalf, will hold the mortgage file for each non-serviced loan combination pursuant to the WFRBS 2012-C7 pooling and servicing agreement. | |||
The companion loan holders for the serviced loan combination will not be parties to the pooling and servicing agreement, but their rights may affect the servicing of the related mortgage loan. | |||
See “Risk Factors—Other Risks—Split Loan Structures May Adversely Affect Net Cash Flow to Sponsors, Which May Reduce Sponsors’ Commitment to Effective Management of the Mortgaged Properties”. See “Description of the Mortgage Pool—Split Loan Structures” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement. | |||
Significant Obligors | The mortgaged property described in Annex A-3 and in “Transaction Parties—Significant Obligors” securing the mortgage loan identified on Annex A-1 to this prospectus supplement as the 100 Church Street mortgage loan secures 11.5% of the mortgage pool and consequently is a ‘‘significant obligor’’ with respect to this offering. The borrower under such |
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mortgage loan is 100 Church Fee Owner LLC. See “Transaction Parties—Significant Obligors” in this prospectus supplement and the description of the 100 Church Street mortgage loan in Annex A-3 to this prospectus supplement. | |||
Affiliations and Certain | |||
Relationships Among | |||
Certain Transaction | |||
Parties | Wells Fargo Bank, National Association, a sponsor, originator and mortgage loan seller, is also the master servicer, the swap counterparty and the certificate administrator, the tax administrator, the certificate registrar and the custodian under this securitization and the WFRBS 2012-C7 securitization, and is an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the depositor, and of Wells Fargo Securities, LLC, one of the underwriters. Wells Fargo Bank, National Association is also the initial holder of the 100 Church Street pari passu companion loan. While Wells Fargo Bank, National Association intends to sell the 100 Church Street pari passu companion loan into a future commercial mortgage-backed securitization transaction, there can be no assurance that any such sale will ultimately occur. | ||
The Royal Bank of Scotland plc and RBS Financial Products Inc. are affiliates and each is a sponsor, originator and mortgage loan seller, and each is an affiliate of RBS Securities Inc., one of the underwriters. Wells Fargo Bank, National Association is the purchaser under repurchase agreements with each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, or, in any such case, with a wholly-owned subsidiary or other affiliate of the subject mortgage loan seller, for the purpose of providing short-term warehousing of mortgage loans originated or acquired by Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC or Liberty Island Group I LLC, as applicable. All of the respective mortgage loans that each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC will transfer to the depositor are (or, as of the closing date for this securitization, are expected to be) subject to the repurchase facility such mortgage loan seller or its wholly-owned subsidiary or other affiliate has with Wells Fargo Bank, National Association, and proceeds received by Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, in connection with the transfer of the related mortgage loans to the depositor will be used, among other things, to reacquire all such mortgage loans, directly or indirectly through a wholly-owned subsidiary, from Wells Fargo Bank, National Association in accordance with the terms of the related repurchase agreement, free and clear of any liens. In addition, each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, or, in any such case, a wholly-owned subsidiary or other affiliate of the subject mortgage loan seller, is a party to an interest rate hedging arrangement with Wells Fargo Bank, National Association with respect to the mortgage loans |
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that each of Basis Real Estate Capital II, LLC, C-III Commercial Mortgage LLC and Liberty Island Group I LLC, respectively, will transfer to the depositor. Those hedging arrangements will terminate in connection with the transfer of those mortgage loans pursuant to this securitization transaction. | |||
Wells Fargo Central Pacific Holdings, Inc., an affiliate of Wells Fargo Bank, National Association, Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Securities, LLC, also holds a less than 10% equity interest in C-III Capital Partners LLC, the parent and sole member of C-III Commercial Mortgage LLC. | |||
Liberty Island Group I LLC, a sponsor, is partially owned by Prudential Mortgage Capital Company, LLC, which underwrote and originated the mortgage loans that Liberty Island Group I LLC will transfer to the depositor. Prudential Asset Resources, Inc., the primary servicer of those mortgage loans, is a wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC. Prudential Asset Resources, Inc. has an interim servicing agreement with Liberty Island Group LLC and also has a servicer acknowledgment agreement with Liberty Island Group LLC, Liberty Island Group I LLC and Wells Fargo Bank, National Association (as the purchaser under the short-term warehousing facility described herein), in each case to primary service Liberty Island Group I LLC’s mortgage loans prior to securitization. Rialto Capital Advisors, LLC, the special servicer, is an affiliate of the entity expected to (a) purchase the Class F, G and H certificates on the closing date, (b) become the initial majority subordinate certificateholder and (c) be appointed as the initial subordinate class representative. | |||
These roles may give rise to conflicts of interest. See “Risk Factors—Risks Related to the Offered Certificates—Various Other Securitization-Level Conflicts of Interest May Have an Adverse Effect on Your Offered Certificates”, “—Potential Conflicts of Interest of the Underwriters and Their Affiliates” and “—Potential Conflicts of Interest in the Selection of the Mortgage Loans” and “Transaction Parties—The Sponsors, Mortgage Loan Sellers and Originators” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement and see “The Depositor” and “The Sponsor” in the accompanying prospectus. | |||
Significant Dates and Periods | |||
Cut-off Date | The mortgage loans will be considered part of the trust fund as of their respective cut-off dates. The cut-off date with respect to each mortgage loan is the due date for the monthly debt service payment that is due in August 2012 (or, in the case of any mortgage loan that has its first due date in September 2012, the date that would have been its due date in August 2012 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month). | ||
Closing Date | The date of initial issuance for the certificates will be on or about August 7, 2012. |
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Determination Date | The determination date will be the 11th day of each month, or, if that day is not a business day, the next succeeding business day. The close of business on the determination date is the monthly cut-off date for information regarding the mortgage loans that must be reported to the holders of the certificates on the distribution date in that month. | ||
Distribution Date | Distributions on the certificates are scheduled to occur monthly on the fourth business day following the related determination date, commencing in September 2012. The first distribution date is anticipated to be September 17, 2012. | ||
Record Date | The record date for each monthly distribution on the certificates will be the last business day of the prior calendar month, except as may otherwise be described in this prospectus supplement with respect to final distributions. | ||
Business Day | Under the pooling and servicing agreement, a business day will be any day other than a Saturday, a Sunday or a day on which banking institutions in New York, North Carolina, Florida, California, Texas, Connecticut, Delaware or Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of the master servicer and the special servicer and the corporate trust offices of the certificate administrator and the trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed. | ||
Collection Period | Amounts available for distribution on the certificates on any distribution date will depend in part on the payments and other collections received on or with respect to the mortgage loans during the related collection period, and any advances of payments due (without regard to grace periods) during that collection period. In general, each collection period— | |||
● | will relate to a particular distribution date, | |||
● | will be approximately one calendar month long, | |||
● | will begin when the prior collection period ends or, in the case of the first collection period, will begin as of the respective cut-off dates for the mortgage loans, and | |||
● | will end at the close of business on the determination date immediately preceding the related distribution date (or, in the case of any non-serviced pari passu mortgage loan and solely for the purpose of determining the amount available for distribution on the certificates for any distribution date, one business day after such determination date). | |||
Interest Accrual Period | The interest accrual period for each class of offered certificates for each distribution date will be the calendar month immediately preceding the month in which that distribution date occurs. Interest on the offered certificates will be calculated assuming that each month has 30 days and each year has 360 days. |
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Assumed Final Distribution Dates | Set forth in the table below is the distribution date on which each class of offered certificates is expected to be paid in full, based upon structuring assumptions which include, without limitation, assuming 0% CPR, no delinquencies, losses, modifications, extensions of maturity dates, repurchases, sales or prepayments of the mortgage loans after the cut-off date, except that each mortgage loan with an anticipated repayment date is assumed to repay in full on its anticipated repayment date. See the definition of structuring assumptions in Annex B to this prospectus supplement. The actual final distribution date for each class of offered certificates may be earlier or later (and could be substantially earlier or later) than the assumed final distribution date for that class. |
Assumed Final | ||||||||
Class | Distribution Date* | |||||||
A-1 | May 2017 | |||||||
A-2 | July 2017 | |||||||
A-3 | July 2022 | |||||||
A-SB | December 2021 | |||||||
A-S | July 2022 | |||||||
B | July 2022 | |||||||
C | July 2022 | |||||||
* | Calculated based on a 0% CPR and the structuring assumptions described in this prospectus supplement. | |||||||
Rated Final Distribution Date | To the extent described in this prospectus supplement, the ratings of each class of offered certificates address the likelihood of the timely distribution of interest and the ultimate distribution of principal due on the certificates of that class on or before the distribution date in August 2045. See “Ratings” in each of this prospectus supplement and the accompanying prospectus. | |||
Control and Consultation Periods | The rights of various parties to replace the special servicer and approve or consult with respect to certain material actions of the special servicer will vary according to defined periods and other provisions, as summarized below. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement. | |||
● | Subordinate Control Period. A “subordinate control period” will exist when the Class F certificates have an aggregate principal balance, net of any appraisal reduction amounts notionally allocated in reduction of the principal balance of that class, that is not less than 25% of its initial principal balance. In general, during a subordinate control period, (i) the subordinate class representative will be entitled to grant or withhold approval of asset status reports prepared, and material servicing actions proposed, by the special servicer, and (ii) the subordinate class representative will be entitled to terminate and replace the special servicer with or without cause. The trust advisor generally will have no rights to approve or consult with |
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respect to actions of the special servicer during a subordinate control period. | ||||
● | Collective Consultation Period. A “collective consultation period” will exist when the Class F certificates have an aggregate principal balance that both (i) as notionally reduced by any appraisal reduction amounts allocable to that class, is less than 25% of its initial principal balance and (ii) without regard to any appraisal reduction amounts allocable to that class, is 25% or more of its initial principal balance. In general, during a collective consultation period, the special servicer will be required to consult with each of the subordinate class representative and the trust advisor in connection with asset status reports and material special servicing actions with respect to the mortgage loans (other than the non-serviced pari passu mortgage loans). The subordinate class representative will have no right to terminate and replace the special servicer during a collective consultation period. | |||
● | Senior Consultation Period. A “senior consultation period” will exist when either (i) the Class F certificates have an aggregate principal balance, without regard to any appraisal reduction amounts allocable to that class, that is less than 25% of its initial principal balance or (ii) during such time as the Class F certificates are the most subordinate class of control-eligible certificates that have a then outstanding principal balance, net of appraisal reduction amounts, at least equal to 25% of its initial principal balance, the then majority subordinate certificateholder has irrevocably waived its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of the rights of the subordinate class representative and such rights have not been reinstated to a successor majority subordinate certificateholder as set forth in the pooling and servicing agreement. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement. In general, during a senior consultation period, the special servicer will be required to consult with the trust advisor in connection with asset status reports and material special servicing actions. During any senior consultation period, no subordinate class representative will be recognized or have any right to replace the special servicer or approve or be consulted with respect to “asset status reports” or material special servicing actions. | |||
With respect to the mortgaged property identified on Annex A-1 to this prospectus supplement as 100 Church Street, which also secures a pari passu companion loan, the holder of the related companion loan or its representative will have, generally at all times, consultation rights with respect to asset status reports and material special servicing actions involving the related loan combination, as provided for in the related intercreditor agreement and as described in this prospectus supplement. Those rights will be in addition to the rights of the subordinate class representative in this transaction and the | ||||
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trust advisor described above. See “Description of the Mortgage Pool—Split Loan Structures”. | ||||
With respect to the non-serviced pari passu mortgage loans, the WFRBS 2012-C7 majority subordinate certificateholder will be subject to control and consultation periods under the WFRBS 2012-C7 transaction substantially similar to the above provisions; provided, however, that the occurrence and continuance of a collective consultation period or senior consultation period with respect to the subordinate class representative under this transaction will have no effect on the rights of the WFRBS 2012-C7 subordinate class representative. | ||||
In addition, (i) during any collective consultation period or senior consultation period, the special servicer may also be terminated and replaced without cause upon the affirmative direction of certificate owners holding not less than 75% of the appraisal-reduced voting rights of all certificates, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all certificates, and (ii) during any senior consultation period, the special servicer may also be terminated and replaced without cause upon the affirmative direction of certificate owners holding not less than 75% of the appraisal-reduced voting rights of all certificates, following the recommendation of termination from the trust advisor if it believes that the special servicer is not performing its duties as required under the pooling and servicing agreement or is otherwise not acting in accordance with the servicing standard. |
During a subordinate control period in the WFRBS 2012-C7 transaction, the majority subordinate certificateholder under the WFRBS 2012-C7 securitization has the right to replace the party acting as special servicer with respect to each non-serviced pari passu mortgage loan and appoint a successor special servicer for the WFRBS 2012-C7 securitization that will act as special servicer with respect to such non-serviced pari passu mortgage loan. | ||||
See “Servicing of the Mortgage Loans and Administration of the Trust Fund” in this prospectus supplement. | ||||
The Trust Fund | ||||
Creation of the Trust Fund | We will use the net proceeds from the issuance and sale of the certificates as the consideration to purchase the mortgage loans that will back those certificates from the mortgage loan sellers. Promptly upon acquisition, we will transfer those mortgage loans to the trust fund in exchange for the certificates. | |||
A. General Considerations | When reviewing the information that we have included in this prospectus supplement with respect to the mortgage loans, please note that— | |||
● | All numerical information provided with respect to any individual mortgage loans, group of mortgage loans or the mortgage loans as a whole is provided on an approximate basis. |
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● | All weighted average information provided with respect to the mortgage loans or any sub-group of mortgage loans reflects a weighting based on their respective cut-off date principal balances. We will transfer the principal balance as of the cut-off date for each of the mortgage loans to the trust fund. | |||
● | In presenting the principal balances of the mortgage loans as of the cut-off date, we have assumed that all scheduled payments of principal and/or interest due on the mortgage loans on or before the cut-off date are timely made, and no prepayments or other unscheduled collections of principal are received with respect to any of the mortgage loans during the period from July 1, 2012 up to and including the cut-off date. | |||
● | With respect to each of the 100 Church Street mortgage loan, the Northridge Fashion Center mortgage loan and the Town Center at Cobb mortgage loan, with respect to which the related mortgaged property also secures a pari passu companion loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot or unit, as applicable, in this prospectus supplement in a manner that takes account of that mortgage loan and its related pari passu companion loan. | |||
● | Some of the mortgage loans are cross-collateralized and cross-defaulted with each other. In general, when a mortgage loan is cross-collateralized and cross-defaulted with one or more other mortgage loans, we present the information regarding those mortgage loans as if each of them was secured only by the related mortgaged property identified on Annex A-1 to this prospectus supplement, except that (other than as described below) loan-to-value ratio, debt service coverage ratio, debt yield and loan per unit or square foot information is presented for a cross-collateralized group on an aggregate and/or weighted average basis, as applicable, in the manner described in this prospectus supplement. We note, however, that the mortgage loans identified on Annex A-1 to this prospectus supplement as (a) SpringHill Suites Alexandria and Holiday Inn Express Alexandria, representing approximately 0.9% and 0.7%, respectively, of the aggregate principal balance of the pool of mortgage loans and (b) Rite Aid Buffalo and Rite Aid Weirton, representing approximately 0.1% and 0.1%, respectively, of the aggregate principal balance of the pool of mortgage loans, are cross-collateralized and cross-defaulted but permit the termination of the related cross-collateralization and cross-default arrangements upon the satisfaction of certain conditions. In this regard, we have been advised by the related mortgage loan seller with respect to the SpringHill Suites Alexandria and Holiday Inn Express Alexandria mortgage loans that the related borrowers have indicated that they expect to satisfy such conditions shortly after the closing date and intend to un-cross the mortgage loans soon thereafter, and therefore, with respect to those mortgage loans only, the loan-to-value | |||
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ratio, debt service coverage ratio, debt yield and loan per unit or square foot information with respect to such mortgage loans is presented for each mortgage loan individually. None of the mortgage loans in the trust fund will be cross-collateralized with any mortgage loan that is not in the trust fund (except as described in this prospectus supplement with respect to the mortgage loans secured by the mortgaged properties respectively identified on Annex A-1 to this prospectus supplement as 100 Church Street, Northridge Fashion Center and Town Center at Cobb, each of which also secures a pari passu companion loan not included in the trust fund). | ||||
● | Two (2) of the mortgage loans, secured by the mortgaged properties identified on Annex A-1 to this prospectus supplement as BJ’s Portfolio and Cole Office Portfolio, representing approximately 5.2% and 3.2%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an increase in the related interest rate after a certain date, referred to as the anticipated repayment date, if the related borrower has not repaid the mortgage loan in full on such date. See “Description of the Mortgage Pool—ARD Loans” in this prospectus supplement. | |||
● | The information for mortgage loans secured by more than one mortgaged property in this prospectus supplement is generally based on allocated loan amounts as stated in Annex A-1 when information is presented relating to mortgaged properties and not mortgage loans. | |||
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B. General Characteristics | As of the cut-off date, the mortgage loans are expected to have the following characteristics: | ||||||
Cut-off date pool balance | $1,300,950,580 | ||||||
Number of mortgage loans | 80 | ||||||
Number of mortgaged properties | 122 | ||||||
Percentage of multi-property mortgage loans and cross-collateralized groups(1) | 21.2% | ||||||
Largest cut-off date principal balance | $150,000,000 | ||||||
Smallest cut-off date principal balance | $1,289,118 | ||||||
Average cut-off date principal balance | $16,261,882 | ||||||
Highest mortgage interest rate | 6.130% | ||||||
Lowest mortgage interest rate | 4.250% | ||||||
Weighted average mortgage interest rate | 4.920% | ||||||
Longest original term to maturity or anticipated repayment date | 128 months | ||||||
Shortest original term to maturity or anticipated repayment date | 60 months | ||||||
Weighted average original term to maturity or anticipated repayment date | 111 months | ||||||
Longest remaining term to maturity or anticipated repayment date | 120 months | ||||||
Shortest remaining term to maturity or anticipated repayment date | 49 months | ||||||
Weighted average remaining term to maturity or anticipated repayment date | 108 months | ||||||
Highest debt service coverage ratio, based on underwritten net cash flow(2) | 2.46x | ||||||
Lowest debt service coverage ratio, based on underwritten net cash flow(2) | 1.18x | ||||||
Weighted average debt service coverage ratio, based on underwritten net cash flow(2) | 1.64x | ||||||
Highest cut-off date loan-to-value ratio(2) | 74.2% | ||||||
Lowest cut-off date loan-to-value ratio(2) | 34.8% | ||||||
Weighted average cut-off date loan-to-value ratio(2) | 63.4% | ||||||
Highest maturity date loan-to-value ratio(2) | 67.0% | ||||||
Lowest maturity date loan-to-value ratio(2) | 28.9% | ||||||
Weighted average maturity date loan-to-value ratio(2) | 54.1% | ||||||
Highest underwritten NOI debt yield ratio(2) | 18.5% | ||||||
Lowest underwritten NOI debt yield ratio(2) | 8.6% | ||||||
Weighted average underwritten NOI debt yield ratio(2) | 11.1% | ||||||
Highest underwritten NCF debt yield ratio(2) | 16.9% | ||||||
Lowest underwritten NCF debt yield ratio(2) | 8.2% | ||||||
Weighted average underwritten NCF debt yield ratio(2) | 10.1% | ||||||
(1) | Does not include the SpringHill Suites Alexandria mortgage loan or the Holiday Inn Express Alexandria mortgage loan, which are cross-collateralized but which are in the process of being un-crossed by the related borrower. See “Description of the Mortgage Pool—Certain Characteristics of the Mortgage Pool—Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans; Mortgage Loans with Affiliated Borrowers” in this prospectus supplement. | ||||||
(2) | In the case of each of the 100 Church Street mortgage loan, the Northridge Fashion Center mortgage loan and the Town Center at Cobb mortgage loan, with respect to which the related mortgage loan also secures a pari passu companion loan, the debt service coverage ratio, the loan-to-value ratio and debt yield information is generally presented in this prospectus | ||||||
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supplement in a manner that takes account of that mortgage loan and its related pari passu companion loan. Other than as noted, the debt service coverage ratio, loan-to-value ratio and debt yield information for each mortgage loan is presented in this prospectus supplement without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan without combination with the other indebtedness. See “Description of the Mortgage Pool—Certain Characteristics of the Mortgage Pool” and “Description of the Mortgage Pool—Subordinate and/or Other Financing” in this prospectus supplement for information regarding the combined loan-to-value ratios and debt service coverage ratios with respect to mortgage loans that have related mezzanine indebtedness outstanding. For mortgage loans having interest-only payments for their entire terms, 12 months of interest-only payments is used as the annual debt service for purposes of calculating the related debt service coverage ratios. | ||||||||||||||||
See Annex B to this prospectus supplement, “Risk Factors—Risks Related to the Mortgage Loans—Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions”, “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations”, and the footnotes to Annex A-1 for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios, loan-to-value ratios and underwritten debt yield ratios that are presented in this prospectus supplement, including (in some cases) taking into account reserves in such calculations. | ||||||||||||||||
C. Split Loan Structures | Three (3) of the mortgage loans included in the mortgage pool, identified on Annex A-1 to this prospectus supplement as 100 Church Street, Northridge Fashion Center and Town Center at Cobb, representing approximately 11.5%, 6.9% and 5.4%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, are part of a split loan structure for which the same mortgage instrument also secures a note that is pari passu in right of payment with that mortgage loan and will not be included in the trust fund. | |||||||||||||||
For convenience of reference, we refer to each of these mortgage loans as a “split mortgage loan structure” and the related loan combination as a “split loan structure” or “loan combination”. | ||||||||||||||||
The table below shows the mortgage loans that are part of a split loan structure: | ||||||||||||||||
Split Loan Structures | ||||||||||||||||
Mortgage Loan | Mortgage Loan Cut-off Date Loan Balance | Mortgage Loan as a % of Cut-off Date Pool Balance | Pari Passu Companion Loan Balance as of Cut-off Date | Total Mortgage Debt | ||||||||||||
100 Church Street | $ | 150,000,000 | 11.5 | % | $ | 80,000,000 | $ | 230,000,000 | ||||||||
Northridge Fashion Center | $ | 89,331,381 | 6.9 | % | $ | 157,066,165 | $ | 246,397,546 | ||||||||
Town Center at Cobb | $ | 70,000,000 | 5.4 | % | $ | 130,000,000 | $ | 200,000,000 | ||||||||
For more information regarding the split mortgage loan structures, see “Description of the Mortgage Pool—Split Loan Structures” in this prospectus supplement. | ||||||||||||||||
D. Property Types | The table below shows the number of mortgaged properties operated primarily for each indicated purpose, and the aggregate cut-off date balance of, and percentage of the | |||||||||||||||
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aggregate principal balance of, mortgage loans as of the cut-off date secured by each such property type: | ||||||||||||||
Property Types | Number of Mortgaged Properties | Aggregate Cut-off Date Balance(1) | % of Cut-off Date Pool Balance(1) | |||||||||||
Retail | 32 | $ | 484,232,263 | 37.2 | % | |||||||||
Office | 19 | 385,617,913 | 29.6 | |||||||||||
Industrial | 30 | 178,161,095 | 13.7 | |||||||||||
Hospitality | 7 | 113,330,419 | 8.7 | |||||||||||
Multifamily | 13 | 52,646,401 | 4.0 | |||||||||||
Self Storage | 15 | 39,767,255 | 3.1 | |||||||||||
Manufactured Housing Community | 5 | 27,217,242 | 2.1 | |||||||||||
Mixed Use | 1 | 19,977,989 | 1.5 | |||||||||||
Total: | 122 | $ | 1,300,950,580 | 100.0 | % | |||||||||
(1) | Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth in Annex A-1 to this prospectus supplement. | |||||||||||||
E. State Concentrations | Set forth in the table below are the states in which the mortgaged properties are located: | |||||||||||||
State/Region | Number of Mortgaged Properties | Aggregate Cut-off Date Balance(1) | % of Cut-off Date Pool Balance(1) | |||||||||||
California | 12 | $ | 241,381,008 | 18.6 | % | |||||||||
New York | 3 | 157,128,029 | 12.1 | |||||||||||
Washington | 6 | 133,803,574 | 10.3 | |||||||||||
Texas | 14 | 112,869,600 | 8.7 | |||||||||||
Georgia | 6 | 95,301,643 | 7.3 | |||||||||||
Virginia | 6 | 66,441,217 | 5.1 | |||||||||||
Other(2) | 75 | 494,025,510 | 38.0 | |||||||||||
Total: | 122 | $ | 1,300,950,580 | 100.0 | % | |||||||||
(1) | Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth in Annex A-1 to this prospectus supplement. | |||||||||||||
(2) | Includes 25 other states. | |||||||||||||
F. Encumbered and Other Interests | The table below shows the number of, the aggregate cut-off date balance of, and percentage of the aggregate principal balance of, mortgage loans as of the cut-off date secured by mortgaged properties for which the encumbered interest is as indicated: | |||||||||||||
Encumbered Interest | Number of Mortgaged Properties | Aggregate Cut-off Date Balance(1) | % of Cut-off Date Pool Balance(1) | |||||||||||
Fee | 119 | $ | 1,167,849,683 | 89.8 | % | |||||||||
Fee in Part and Leasehold in Part(2) | 2 | 73,204,842 | 5.6 | |||||||||||
Leasehold | 1 | 59,896,055 | 4.6 | |||||||||||
Total: | 122 | $ | 1,300,950,580 | 100.0 | % | |||||||||
(1) | Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth in Annex A-1 to this prospectus supplement. | |||||||||||||
(2) | Includes mortgage loans secured by overlapping fee and leasehold interests in the related mortgaged property. | |||||||||||||
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G. Amortization Characteristics | The table below shows the amortization characteristics of the mortgage loans: | ||||||||||||||||||||||||
Amortization Type | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Cut-off Date Pool Balance | ||||||||||||||||||||||
Amortizing Balloon | 69 | $ | 724,945,580 | 55.7 | % | ||||||||||||||||||||
Interest-only, Amortizing Balloon | 8 | 364,175,000 | 28.0 | ||||||||||||||||||||||
Interest-only, ARD | 2 | 109,110,000 | 8.4 | ||||||||||||||||||||||
Interest-only, Balloon | 1 | 102,720,000 | 7.9 | ||||||||||||||||||||||
Total: | 80 | $ | 1,300,950,580 | 100.0 | % | ||||||||||||||||||||
H. Prepayment Restrictions | Set forth in the table below is an overview of the prepayment restrictions under the terms of the mortgage loans: | ||||||||||||||||||||||||
Prepayment Restriction(1)(2) | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Cut-off Date Pool Balance | ||||||||||||||||||||||
Lockout/Defeasance/ Open | 64 | $ | 983,374,294 | 75.6 | % | ||||||||||||||||||||
Lockout/Greater of Yield Maintenance or Prepayment Premium/ Open | 14 | 314,540,139 | 24.2 | ||||||||||||||||||||||
Lockout/Greater of Yield Maintenance or Prepayment Premium or Defeasance/Open | 2 | 3,036,147 | 0.2 | ||||||||||||||||||||||
Total: | 80 | $ | 1,300,950,580 | 100.0 | % | ||||||||||||||||||||
(1) | See Annex A-1 to this prospectus supplement for the type of provision that applies to each mortgage loan and the length of the relevant periods. | ||||||||||||||||||||||||
(2) | Exceptions apply to the restrictions in some circumstances. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Voluntary Prepayment and Defeasance Provisions” in this prospectus supplement and Annex A-1, including the footnotes thereto, to this prospectus supplement. | ||||||||||||||||||||||||
The mortgage loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date as follows: |
Open Period (Payments) | Number of Mortgage Loans | Aggregate Cut-off Date Balance | % of Cut-off Date Pool Balance | |||||||||
3 | 5 | $ | 32,749,231 | 2.5 | % | |||||||
4 to 6 | 68 | 1,078,906,282 | 82.9 | |||||||||
7 | 7 | 189,295,068 | 14.6 | |||||||||
Total: | 80 | $ | 1,300,950,580 | 100.0 | % | |||||||
I. Other Mortgage Loan Features | As of the cut-off date, the mortgage loans had the following characteristics: | ||||||||||||||||||||||||
● | The most recent scheduled payment of principal and interest on any mortgage loan was not thirty days or more past due, and no mortgage loan has been thirty days or more past due in the past year. | ||||||||||||||||||||||||
● | Seven (7) groups of mortgage loans were made to the same borrower or to borrowers that are affiliated with one another through partial or complete direct or indirect common ownership. The five (5) largest groups represent 8.4%, 2.0%, 1.7%, 1.4% and 1.2%, respectively, of the |
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aggregate principal balance of the pool of mortgage loans as of the cut-off date. See Annex A-1 to this prospectus supplement. | |||||
● | Forty (40) mortgaged properties, securing 23.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (by allocated loan amount), are each either wholly owner-occupied or 100.0% leased to a single tenant. | ||||
● | The mortgage interest rate for each mortgage loan is fixed for the remaining term of the loan, except for (i) increases resulting from the application of the default interest rate following a default, (ii) in the case of a mortgage loan with an anticipated repayment date, any increase described below that may occur if the mortgage loan is not repaid by the anticipated repayment date and (iii) changes that result from any other loan-specific provisions that are described in the footnotes to Annex A-1 in this prospectus supplement. | ||||
● | No mortgage loan permits negative amortization or the deferral of accrued interest (except excess interest that would accrue in the case of any mortgage loan having an anticipated repayment date after the applicable anticipated repayment date for such mortgage loan). | ||||
J. Removal of Loans from the Mortgage Pool | One or more of the mortgage loans may be removed from the trust fund pursuant to the purchase rights and obligations described below. | ||||
Seller Repurchase and Substitution | Each mortgage loan seller will make representations and warranties with respect to the mortgage loans sold by it. Those representations and warranties are set forth in Annex C-1 and will be subject to the exceptions set forth in Annex C-2. If a mortgage loan seller discovers or has been notified of a material breach of any of its representations and warranties or a material defect in the documentation of any mortgage loan as described under “Description of the Mortgage Pool—Representations and Warranties” in this prospectus supplement, then that mortgage loan seller (or, in the case of mortgage loans sold by Basis Real Estate Capital II, LLC, Basis Investment Group LLC, or, in the case of mortgage loans sold by Liberty Island Group I LLC, that mortgage loan seller and Liberty Island Group LLC) will be required either to cure the breach or defect, repurchase the affected mortgage loan from the trust fund, substitute the affected mortgage loan with another mortgage loan or make a loss of value payment based on such defect or breach. Any repurchase of a mortgage loan would have substantially the same effect on the offered certificates as a prepayment in full of such mortgage loan, except that the purchase will not be accompanied by any prepayment premium or yield maintenance charge. In addition, no late charges or default interest will be paid. See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this prospectus supplement and “Description |
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of the Pooling and Servicing Agreements—Representations and Warranties; Repurchases” in the accompanying prospectus. | ||||
Sale of Defaulted Mortgage Loans | Pursuant to the pooling and servicing agreement (and subject to any intercreditor agreement), the special servicer may offer to sell to any person (or may offer to purchase) a mortgage loan (other than a non-serviced pari passu mortgage loan) if the applicable mortgage loan is a specially serviced mortgage loan and the special servicer determines that no satisfactory arrangements can be made for collection of delinquent payments, or an REO property (other than any mortgaged property securing a non-serviced pari passu mortgage loan) after its acquisition, and such a sale would be in the best economic interest of the trust on a net present value basis. In the event that the special servicer sells a specially serviced mortgage loan or REO property, the special servicer is generally required to accept the highest offer received from any person as described more fully in “Servicing of the Mortgage Loans and Administration of the Trust Fund—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this prospectus supplement and “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” in the accompanying prospectus. | |||
Pursuant to the WFRBS 2012-C7 pooling and servicing agreement, the party acting as special servicer with respect to each non-serviced pari passu mortgage loan may offer to sell to any person (or may offer to purchase) for cash either non-serviced loan combination during such time as such non-serviced loan combination constitutes a defaulted mortgage loan, and, in connection with any such sale, the WFRBS 2012-C7 special servicer is required to sell both the pari passu mortgage loan and related non-serviced pari passu companion loan in any such loan combination as a whole loan. | ||||
With respect to the serviced pari passu mortgage loan, the special servicer may offer to sell to any person (or may offer to purchase) for cash the related loan combination during such time as such loan combination constitutes a defaulted mortgage loan, and, in connection with any such sale, the special servicer is required to sell both the pari passu mortgage loan and the related pari passu companion loan in any such loan combination as a whole loan. | ||||
Defaulted Loan Purchase Options | Pursuant to the related intercreditor agreements, the holders of any mezzanine loan incurred by the owners of a borrower generally have an option to purchase the related mortgage loan from the trust fund following a material default. The applicable purchase price is generally not less than the sum of the outstanding principal balance of the mortgage loan together with accrued and unpaid interest, outstanding servicing advances and certain other costs or expenses (including liquidation fees in certain circumstances). The purchase price will generally not include any prepayment premium or yield maintenance charge. In addition, no late charges or default interest will be paid in connection with any |
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purchase described above. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this prospectus supplement and “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” in the accompanying prospectus. | |||||||||||||||
Description of the Offered Certificates | |||||||||||||||
General | The trust will issue 18 classes of the certificates with an approximate aggregate principal balance at initial issuance equal to $1,300,950,580. We are offering the Class A-1, A-2, A-3, A-SB, A-S, B and C certificates by this prospectus supplement. The trust will also issue the Class X-A, X-B, A-FL, A-FX, D, E, F, G, H, V and R certificates, which are not offered hereby. | ||||||||||||||
Certificate Principal Balances | The Class A-1, A-2, A-3, A-SB, A-S, B and C certificates will each have principal balances. When referring to the principal balance certificates collectively, we are referring to the Class A-1, A-2, A-FL, A-FX, A-3, A-SB, A-S, B, C, D, E, F, G and H certificates. The Class X-A and X-B certificates will not have principal balances and the holders of those classes will not be entitled to distributions of principal. For purposes of calculating the amount of accrued interest with respect to those certificates, however, the Class X-A certificates will have an aggregate notional amount equal to the aggregate principal balance of the Class A-1, A-2, A-3, A-SB and A-S certificates and the Class A-FX regular interest outstanding from time to time and the Class X-B certificates will have a notional amount equal to the principal balance of the Class B certificates outstanding from time to time. | ||||||||||||||
Upon initial issuance, and subject to a permitted variance that depends on the mortgage loans deposited into the trust fund, each class of offered certificates will have the aggregate initial certificate principal balance set forth in the table below: | |||||||||||||||
Offered Class | Approx. Initial Aggregate Certificate Principal Balance | Approx. % of Cut-off Date Pool Balance | Approx. Initial Credit Support* | ||||||||||||
Class A-1 | $ | 97,008,000 | 7.457 | % | 30.000 | % | |||||||||
Class A-2 | $ | 187,668,000 | 14.425 | % | 30.000 | % | |||||||||
Class A-3 | $ | 414,057,000 | 31.827 | % | 30.000 | % | |||||||||
Class A-SB | $ | 96,932,000 | 7.451 | % | 30.000 | % | |||||||||
Class A-S | $ | 113,833,000 | 8.750 | % | 21.250 | % | |||||||||
Class B | $ | 66,674,000 | 5.125 | % | 16.125 | % | |||||||||
Class C | $ | 43,907,000 | 3.375 | % | 12.750 | % | |||||||||
* | The approximate initial credit support with respect to the Class A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and Class A-FX certificates) represents the approximate credit enhancement for the Class A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest in the aggregate. | ||||||||||||||
The approximate initial credit support provided to each class of principal balance certificates at initial issuance is the aggregate initial certificate principal balance, expressed as a percentage of the aggregate principal balance of the pool of mortgage |
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loans as of the cut-off date, of all classes of principal balance certificates that are subordinate to the indicated class with respect to rights to receive distributions of interest and principal and the allocation of realized losses. The level of credit enhancement available to any of the principal balance certificates will change over time as a result of (i) the allocation and distribution of principal payments on or in respect of the mortgage loans (including as a result of default, casualty, condemnation or liquidation) and proceeds of repurchases or sales of mortgage loans as described herein and (ii) the allocation of realized losses and additional trust fund expenses as described herein. | |||||||
Pass-Through Rates | The Class A-1, A-2, A-3, A-SB, A-S, B and C certificates will each bear interest. When referring to the interest-bearing certificates collectively, we are referring to the Class A-1, A-2, A-FL, A-FX, A-3, A-SB, X-A, X-B, A-S, B, C, D, E, F, G and H certificates. Each class of offered certificates will accrue interest at a pass-through rate. The approximate initial pass-through rates of the offered certificates are set forth in the following table: | ||||||
Offered Class | Approx. Initial Pass-Through Rate | ||||||
Class A-1 | 0.8640% | ||||||
Class A-2 | 1.8810% | ||||||
Class A-3 | 3.0010% | ||||||
Class A-SB | 2.5590% | ||||||
Class A-S | 3.6600% | ||||||
Class B | 4.3110% | ||||||
Class C | 5.0436% | ||||||
The pass-through rates for the Class A-1, A-2, A-3, A-SB, A-S and B certificates in each case will be a fixed rate per annum equal to the initial pass-through rates set forth opposite such class in the table. The pass-through rate for the Class C certificates will be a variable rate per annum equal to the weighted average of the net mortgage rates on the mortgage loans for the related distribution date. | |||||||
The weighted average of the net mortgage interest rates on the mortgage loans for each distribution date will be calculated in the manner described under the heading “Description of the Offered Certificates—Distributions—Calculation of Pass-Through Rates” in this prospectus supplement. |
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Distributions | ||||||||
A. General | The certificate administrator will make distributions of interest and, if and when applicable, principal to the holders of the following classes of certificates entitled to those distributions, sequentially as follows: | |||||||
Distribution Order(1) | Class | |||||||
1st | A-1, A-2, A-3, A-SB, X-A(2) and X-B(2) and the Class A-FX regular interest | |||||||
2nd | A-S | |||||||
3rd | B | |||||||
4th | C | |||||||
5th | Non-offered certificates (other than the Class A-FL, A-FX, X-A and X-B certificates) | |||||||
(1) | With respect to priority 1st, (a) distributions of interest among the Class A-1, A-2, A-3, A-SB, X-A and X-B certificates and the Class A-FX regular interest will be made on a pro rata basis in accordance with their respective interest entitlements and (b) distributions of principal, if and when applicable, will be made first to the Class A-SB certificates in an amount necessary to reduce the principal balance of such certificates to the Class A-SB planned principal balance identified on Annex G to this prospectus supplement, then sequentially in order of distribution priority as described under “—C. Distributions of Principal” below. | |||||||
(2) | The Class X-A and X-B certificates do not have principal balances and do not entitle their holders to distributions of principal. | |||||||
In general, the funds available for distribution to certificateholders on each distribution date will be the aggregate amount received, or advanced as delinquent monthly debt service payments, on or in respect of the mortgage loans during the related collection period, net of (1) all forms of compensation payable to the parties to the pooling and servicing agreement, (2) reimbursements of prior servicing advances and advances of delinquent monthly debt service payments and (3) reimbursements or payments of interest on servicing advances and debt service advances, indemnification expenses and other expenses of the trust fund. | ||||||||
See “Description of the Offered Certificates—Distributions—Priority of Distributions” and “Description of the Offered Certificates—Fees and Expenses” in this prospectus supplement and “Description of the Certificates—Distributions” in the accompanying prospectus. | ||||||||
B. Distributions of Interest | Each class of certificates (other than the Class A-FL, Class R and Class V certificates) and the Class A-FX regular interest will bear interest that will accrue during each interest accrual period based upon: | |||||||
● | the pass-through rate for that class and interest accrual period; | |||||||
● | the aggregate principal balance or notional amount, as the case may be, of that class outstanding immediately prior to the related distribution date; and | |||||||
● | with respect to each class of certificates (other than the Class A-FL, Class R and Class V certificates) and the Class A-FX regular interest, the assumption that each interest |
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accrual period consists of 30 days and each year consists of 360 days. | |||||
A whole or partial prepayment on a mortgage loan, whether made by the related borrower or resulting from the application of insurance proceeds and/or condemnation proceeds, may not be accompanied by the amount of one full month’s interest on the prepayment. As and to the extent described under “Description of the Offered Certificates—Distributions—Interest Distributions” in this prospectus supplement, prepayment interest shortfalls may be allocated to reduce the amount of accrued interest otherwise distributable to the holders of all the principal balance certificates on a pro rata basis. | |||||
In addition, the amount of interest otherwise distributable on the Class B, C, D and E certificates on any distribution date may be reduced by certain trust advisor expenses. | |||||
On each distribution date, subject to available funds, the allocation and distribution priorities described under “— A. General” above and, in the case of the Class B, C, D and E certificates, the allocation of certain trust advisor expenses as described in this prospectus supplement, you will be entitled to receive your proportionate share of all unpaid distributable interest accrued with respect to your class of offered certificates through the end of the related interest accrual period. | |||||
Interest distributions with respect to the Class A-1, A-2, A-3, A-SB, X-A and X-B certificates and the Class A-FX regular interest will be made on a pro rata basis in accordance with their respective interest entitlements. | |||||
See “Description of the Offered Certificates—Distributions—Interest Distributions” and “—Priority of Distributions” in this prospectus supplement and “Description of the Certificates—Distributions of Interest on the Certificates” in the accompanying prospectus. | |||||
C. Distributions of Principal | Subject to— | ||||
● | available funds, | ||||
● | the distribution priorities described under “— A. General” above, | ||||
● | the reductions of principal balances and other provisions described under “—Reductions of Certificate Principal Balances in Connection with Losses and Expenses” below, and | ||||
● | the reductions, allocations and provisions described under “—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” below, | ||||
the holders of each class of principal balance certificates will be entitled to receive a total amount of principal over time equal to the aggregate principal balance of their particular class at initial issuance. |
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No principal will be distributed to the holders of the Class X-A and Class X-B certificates. | |||||
Except as described below, the certificate administrator must make principal distributions in a specified sequential order to ensure that: | |||||
● | no distributions of principal will be made on the Class D, E, F, G and H certificates until, in the case of each of those classes, the aggregate principal balance of the Class A-1, A-2, A-3, A-SB, A-S, B and C certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX certificates) and all other classes with an alphabetical designation earlier than that of the subject class, is reduced to zero; | ||||
● | no principal distributions will be made on the Class C certificates until the aggregate principal balance of each other class of offered certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX certificates) is reduced to zero; | ||||
● | no principal distributions will be made on the Class B certificates until the aggregate principal balance of each other class of offered certificates (other than the Class C certificates) and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX certificates) is reduced to zero; | ||||
● | no principal distributions will be made on the Class A-S certificates until the aggregate principal balance of each other class of offered certificates (other than the Class C and B certificates) and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX certificates) is reduced to zero; | ||||
● | no principal distributions, other than the distribution of amounts required, if any, to reduce the outstanding principal balance of the Class A-SB certificates to the Class A-SB planned principal balance for the related distribution date as identified on Annex G to this prospectus supplement, will be made on the Class A-SB certificates until the aggregate principal balance of each other class of offered certificates (other than the Class C, B and A-S certificates) and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX certificates) is reduced to zero; | ||||
● | no principal distributions will be made on the Class A-3 certificates until the principal balance of the Class A-SB certificates is reduced to the related Class A-SB planned principal balance as identified on Annex G to this prospectus supplement and the aggregate principal balance of the Class A-1 and Class A-2 certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX certificates) is reduced to zero; | ||||
● | no principal distributions will be made on the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX |
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certificates) until the principal balance of the Class A-SB certificates is reduced to the related Class A-SB planned principal balance as identified on Annex G to this prospectus supplement and the aggregate principal balance of the Class A-1 and A-2 certificates is reduced to zero; | |||||
● | no principal distributions will be made on the Class A-2 certificates until the principal balance of the Class A-SB certificates is reduced to the related Class A-SB planned principal balance as identified on Annex G to this prospectus supplement and the principal balance of the Class A-1 certificates is reduced to zero; | ||||
● | no principal distributions will be made on the Class A-1 certificates until the principal balance of the Class A-SB certificates is reduced to the Class A-SB planned principal balance as identified on Annex G to this prospectus supplement; and | ||||
● | once the Class A-SB certificates are reduced to the Class A-SB planned principal balance as identified on Annex G to this prospectus supplement, no additional principal distributions will be made on the Class A-SB certificates until the aggregate principal balance of the Class A-1, A-2 and A-3 certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and A-FX Certificates) is reduced to zero. | ||||
Because of losses on the mortgage loans, and/or default-related or other unanticipated expenses of the trust fund, the aggregate principal balance of the Class A-S, B, C, D, E, F, G and H certificates may be reduced to zero at a time when the Class A-1, A-2, A-3 and/or A-SB certificates and/or the Class A-FX regular interest remain outstanding. Under such circumstances, and in any event on the final distribution date, available principal funds for each distribution date will be allocated on the Class A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest pro rata (in accordance with their respective aggregate principal balances immediately prior to that distribution date), until the aggregate principal balance of those classes and the Class A-FX regular interest is reduced to zero. | |||||
The total distributions of principal to be made on the principal balance certificates collectively on each distribution date will, in general, be a function of— | |||||
● | the amount of scheduled payments of principal due or, in cases involving balloon loans that remain unpaid after their stated maturity dates and mortgage loans as to which the related mortgaged properties have been acquired on behalf of (or partially on behalf of) the trust fund, deemed due, on the mortgage loans during the collection period related to the subject distribution date, which payments are either received as of the end of the related collection period or advanced by the master servicer or the trustee, as applicable, and |
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● | the amount of any prepayments and other unscheduled collections of previously unadvanced principal with respect to the mortgage loans that are received during the related collection period. | ||||
However, the amount of principal otherwise distributable on the certificates collectively on any distribution date will be reduced by the following amounts, to the extent those amounts are paid or reimbursed from collections or advances of principal: (1) advances determined to have become nonrecoverable, (2) advances that remain unreimbursed immediately following the modification of a mortgage loan and its return to performing status and (3) certain trust advisor expenses and other trust fund expenses. | |||||
See “Description of the Offered Certificates—Distributions—Principal Distributions” and “—Priority of Distributions” and “Description of the Offered Certificates—Distributions—Principal Distributions” in this prospectus supplement and “Description of the Certificates—Distributions of Principal on the Certificates” in the accompanying prospectus. | |||||
Fees and Expenses | Certain fees and expenses will be payable from amounts received on the mortgage loans in the trust fund and will be generally distributed prior to any amounts being paid to the holders of the offered certificates. | ||||
The master servicer will be entitled to the master servicing fee, which will be payable monthly on a loan-by-loan basis from amounts received in respect of interest on each mortgage loan (including each specially serviced mortgage loan, each mortgage loan as to which the corresponding mortgaged property has become an REO property and each mortgage loan as to which defeasance has occurred). The master servicing fee for each mortgage loan will accrue at the related master servicing fee rate and will be computed using the same interest accrual basis and principal amount respecting which any related interest payment due on the mortgage loan is computed. The weighted average master servicing fee rate will be approximately 0.0253% per annum as of the cut-off date. The master servicing fee for each mortgage loan will be payable monthly to the master servicer from amounts received with respect to interest on that mortgage loan or, upon liquidation of the mortgage loan, to the extent such interest collections are not sufficient, from general collections on all the mortgage loans. | |||||
Certain of the mortgage loans will be sub-serviced by sub-servicers that will be entitled to a sub-servicing fee with respect to each such mortgage loan, including, without limitation, Prudential Asset Resources, Inc. and Principal Real Estate Investors, LLC, who will primary service certain mortgage loans. The rate at which the sub-servicing fee for each such mortgage loan accrues is included in the applicable master servicing fee rate for each of those mortgage loans. | |||||
Other than with respect to the non-serviced pari passu mortgage loans, the special servicer will be entitled to the special servicing fee, which will be payable monthly on |
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(1) each specially serviced mortgage loan, if any, and (2) each mortgage loan, if any, as to which the corresponding mortgaged property has become an REO Property. The special servicing fee will accrue at a rate equal to 0.25% per annum and will be computed on the same interest accrual basis and principal amount respecting which any related interest payment due on such specially serviced mortgage loan or REO mortgage loan, as the case may be, is paid. | ||||
The special servicing fee will be payable monthly from related liquidation proceeds, insurance proceeds or condemnation proceeds (if any) and then from general collections on all the mortgage loans (other than any non-serviced pari passu mortgage loan) and any related REO properties that are on deposit in the collection account from time to time. | ||||
The special servicer will generally be entitled to receive a workout fee with respect to each mortgage loan (other than a non-serviced pari passu mortgage loan) worked out by that special servicer, for so long as that mortgage loan remains a worked-out mortgage loan. The workout fee will be payable out of, and will be calculated by application of a workout fee rate of 1.00% to, each payment of interest, other than default interest and each payment of principal received on the mortgage loan for so long as it remains a worked-out mortgage loan. | ||||
The special servicer will also be entitled to receive a liquidation fee with respect to each specially serviced mortgage loan (other than a non-serviced pari passu mortgage loan) for which a full, partial or discounted payoff is obtained from the related borrower. The special servicer will also be entitled to receive a liquidation fee with respect to any specially serviced mortgage loan (other than a non-serviced pari passu mortgage loan) or REO property as to which it receives any liquidation proceeds, insurance proceeds or condemnation proceeds, except as described in the next paragraph. In each case, except as described in the next paragraph, the liquidation fee will be payable from, and will be calculated by application of a liquidation fee rate of 1.00% to, the related payment or proceeds, exclusive of any portion of that payment or proceeds that represents a recovery of default interest and/or late payment charges. | ||||
In general, no liquidation fee will be payable based on, or out of, proceeds received in connection with the purchase or repurchase of any mortgage loan from the trust fund or payment of any loss of value payments under the circumstances described below under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Liquidation Fee” in this prospectus supplement. | ||||
The trustee and certificate administrator will each be entitled to a fee for each mortgage loan (including any non-serviced pari passu mortgage loan) and each REO mortgage loan for any distribution date equal to one-twelfth of the product of the trustee fee rate or certificate administrator fee rate, as the | ||||
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case may be, calculated on the outstanding principal balance of the mortgage pool. The trustee fee rate is 0.00023% per annum and the certificate administrator fee rate is 0.00327% per annum. | |||
The trust advisor will be entitled to a fee for each mortgage loan (other than any non-serviced pari passu mortgage loan) for any distribution date equal to the one-twelfth of the product of the trust advisor fee rate determined in the same manner as the applicable mortgage rate is determined for each such mortgage loan and the principal balance of each such mortgage loan. The trust advisor fee rate is 0.0021% per annum. | |||
The master servicer, special servicer, trustee, certificate administrator and trust advisor are entitled to certain other additional fees and reimbursement of expenses. All fees and expenses will generally be payable prior to distribution on the certificates. | |||
With respect to the non-serviced pari passu mortgage loans, the WFRBS 2012-C7 master servicer, WFRBS 2012-C7 special servicer and WFRBS 2012-C7 trust advisor will generally be entitled to the same fees described above, payable with respect to the non-serviced pari passu mortgage loans in accordance with the terms of the WFRBS 2012-C7 pooling and servicing agreement. See “Description of the Offered Certificates—Fees and Expenses” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing of the Non-Serviced Pari Passu Mortgage Loans” in this prospectus supplement. | |||
Further information with respect to the fees and expenses payable from distributions to certificateholders, including information regarding the general purpose of and the source of payment for the fees and expenses and certain limitations on the payment of fees to affiliates, is set forth under “Description of the Offered Certificates—Fees and Expenses” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses” in this prospectus supplement. | |||
D. Distributions of Yield Maintenance Charges and Other Prepayment Premiums | Any yield maintenance charge or prepayment premium collected in respect of a mortgage loan generally will be distributed, in the proportions described in this prospectus supplement, to the holders of the Class X-A and/or Class X-B certificates and/or to the holders of any Class A-1, A-2, A-3, A-SB, A-S, B, C, D and/or E certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and Class A-FX certificates) then entitled to receive distributions of principal. See “Description of the Offered Certificates—Distributions—Priority of Distributions—Distributions of Yield Maintenance Charges and Prepayment Premiums” in this prospectus supplement and “Description of the Certificates—Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations” in the accompanying prospectus. | ||
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Reductions of Certificate Principal Balances in Connection with Losses and Expenses | Because of losses on the mortgage loans and/or default-related and other unanticipated expenses of the trust fund, the aggregate principal balance of the mortgage pool, net of advances of principal, may fall below the aggregate principal balance of the certificates. In general, if and to the extent that those losses and expenses cause such a deficit to exist following the distributions made on any distribution date, then the principal balances of the respective classes of principal balance certificates generally will be sequentially reduced (without accompanying principal distributions) in the following order, until that deficit is eliminated: | ||||
Reduction Order | Class | ||||
1st | non-offered certificates (other than the Class A-FL and A-FX certificates) | ||||
2nd | C certificates | ||||
3rd | B certificates | ||||
4th | A-S certificates | ||||
5th | A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest (and, therefore, the Class A-FL and Class A-FX certificates) | ||||
Any reduction of the principal balances of the Class A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest will be made on a pro rata basis in accordance with the relative sizes of those principal balances at the time of the reduction. | |||||
To the extent that unanticipated expenses of the trust fund consist of indemnification payments to the trust advisor, then (i) if the expense arises in connection with legal actions pending or threatened against the trust advisor at the time of its discharge, the expense will be treated in substantially the same manner as other unanticipated expenses of the trust fund for purposes of the provisions described above, and (ii) under any other circumstances, the expense will be separately allocated and borne by certificateholders in the manner generally described under “—Reductions of Interest Entitlements and Certificate Principal Balances in Connection with Certain Trust Advisor Expenses” below. The pooling and servicing agreement will contain provisions for the identification and categorization of expenses for such purposes. | |||||
See “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” in this prospectus supplement and “Description of the Certificates—Allocation of Losses and Shortfalls” in the accompanying prospectus. | |||||
Reductions of Interest Entitlements and Certificate Principal Balances In Connection with Certain Trust Advisor Expenses | The trust advisor and, with respect to the non-serviced pari passu mortgage loans, the WFRBS 2012-C7 trust advisor, will | ||||
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be entitled to indemnification in respect of its obligations under the pooling and servicing agreement as described in this prospectus supplement. Certain obligations may be triggered early as a result of a waiver by the majority subordinate certificateholder of its rights under the pooling and servicing agreement. In general, to the extent that the trust advisor and, with respect to the non-serviced pari passu mortgage loans, the WFRBS 2012-C7 trust advisor, incurs indemnified expenses, those trust advisor expenses (or with respect to the WFRBS 2012-C7 trust advisor, the non-serviced pari passu mortgage loan’s pro rata share of such trust advisor expenses) will be reimbursable on each distribution date up to the sum of the interest otherwise distributable on the Class B, C, D and E certificates on that distribution date and the portion of the amount of principal distributable on the related distribution date that would otherwise be distributed on the Class A-1, A-2, A-3, A-SB, A-S, B, C, D and E certificates and the Class A-FX regular interest on that distribution date. Amounts so reimbursed will be allocated to reduce the amount of interest that (but for these allocations) would be distributed on the Class E, D, C and B certificates, in that order, on that distribution date, and any remaining amount will be allocated to reduce such portion of such principal distributable on the related distribution date, with a corresponding write-off of the principal balance of the Class E, D, C, B, A-S and A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest (with any write-off of the Class A-1, A-2, A-3 and A-SB certificates and the Class A-FX regular interest to be applied on a pro rata basis between those classes in accordance with their respective aggregate principal balances immediately prior to that distribution date), in that order, in each case until the principal balance of that class has been reduced to zero. Any portion of such trust advisor expenses that remain unreimbursed after giving effect to allocations and distributions on that distribution date will not be reimbursed to the trust advisor or, with respect to the non-serviced pari passu mortgage loans, the WFRBS 2012-C7 trust advisor, on that distribution date and will be carried forward to and be reimbursable on succeeding distribution dates, subject to the same provisions, until the trust advisor or WFRBS 2012-C7 trust advisor, as applicable, is actually reimbursed for the relevant expense. However, the provisions described above will not apply to trust advisor expenses that arise from legal proceedings that are pending or threatened against the trust advisor at the time of its discharge (see “—Relevant Parties—Trust Advisor” above). | |||
See “Description of the Offered Certificates—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this prospectus supplement. | |||
Advances of Delinquent Monthly Debt Service Payments | The master servicer will be required to make debt service advances with respect to any delinquent scheduled monthly payments of principal and/or interest on mortgage loans (including any pari passu mortgage loan, but not any related pari passu companion loan), other than balloon payments, | ||
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default interest, and to make advances of assumed monthly debt service payments for the mortgage loans that are balloon loans and become defaulted upon their maturity dates, on the same amortization schedule as if the maturity date had not occurred, as well as for REO mortgage loans. The trustee must make any of those advances that the master servicer is required, but fails, to make. Any party that makes a debt service advance will be entitled to be reimbursed for that advance, together with interest at the prime lending rate described more fully in this prospectus supplement. However, interest will commence accruing on any monthly debt service advance made in respect of a scheduled monthly debt service payment only on the date on which any applicable grace period for that payment expires. | |||
Notwithstanding the foregoing, neither the master servicer nor the trustee will be required to make any debt service advance that it or the special servicer determines, in its reasonable good faith judgment, will not be recoverable (together with interest on the advance) from proceeds of the related mortgage loan. Absent bad faith, the determination by any authorized person that a debt service advance constitutes a nonrecoverable advance as described above will be conclusive and binding. | |||
In addition, the special servicer must generally obtain an appraisal or conduct an internal valuation of the mortgaged property securing a mortgage loan following a material default or the occurrence of certain other events described in this prospectus supplement. Based upon the results of such appraisal or, in the case of any non-serviced pari passu mortgage loan, an appraisal obtained by the WFRBS 2012-C7 special servicer, the amount otherwise required to be advanced in respect of interest on the related mortgage loan may be reduced as described under the heading “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” in this prospectus supplement. Due to the distribution priorities described in this prospectus supplement, any reduction in advances will generally reduce the funds available to distribute interest on the respective classes of subordinate interest-bearing certificates sequentially in the reverse order of distribution priority (first, Class H, then Class G and so on, with the effects borne on a pari passu basis as between those classes that are pari passu with each other in respect of interest distributions) up to the total amount of the reduction. | |||
See “Servicing of the Mortgage Loans and Administration of the Trust Fund—Required Appraisals” in this prospectus supplement and “Description of the Certificates—Advances in Respect of Delinquencies” in the accompanying prospectus. | |||
Delinquent scheduled monthly payments of principal and/or interest on any pari passu companion loan will not be advanced by the master servicer or trustee, but may be advanced, with respect to the Northridge Fashion Center pari passu companion loan and the Town Center at Cobb pari passu companion loan, by the master servicer or trustee under the WFRBS 2012-C7 pooling and servicing agreement. | |||
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Subordination | The amount available for distribution will be applied in the order described in “Distributions—Distributions of Interest” and “—Distributions of Principal” above. | ||
The following chart generally depicts the general manner in which the payment rights of certain classes will be senior or subordinate, as the case may be, to the payment rights of other classes. The chart shows entitlement to receive interest and, if applicable, principal owed on any distribution date in order of payment priority (except that principal will generally be allocated and paid first, to the Class A-SB certificates up to the Class A-SB planned principal balance for the applicable distribution date, and then to the Class A-1 and the Class A-2 certificates, the Class A-FX regular interest (and, therefore, the Class A-FL and Class A- FX certificates) and the Class A-3 and Class A-SB certificates, in that order). Payment rights of the various classes of certificates are more fully described in “Description of the Offered Certificates—Distributions” in this prospectus supplement. It also shows the manner in which mortgage loan losses are allocated, which will be in the reverse order of priority (beginning with certain classes of certificates that are not being offered by this prospectus supplement). Loss allocation and shortfall burdens of the various classes of certificates are more fully described in “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” and “—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this prospectus supplement. | |||
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(1) | The Class X-A and X-B certificates do not have certificate principal balances and do not entitle their holders to distributions of principal. However, loan losses will generally reduce the notional amount of the Class X-A and/or X-B certificates and, therefore, the amount of interest they accrue. | ||||
(2) | Other than the Class A-FL, A-FX, X-A, X-B, R and V certificates. | ||||
No other form of credit enhancement will be available for the benefit of the holders of the offered certificates. | |||||
See “Description of the Offered Certificates—Distributions” in this prospectus supplement. | |||||
Principal losses on the mortgage loans allocated to a class of certificates will reduce the related certificate principal balance of that class. No such losses will be allocated to the Class V, R, X-A or X-B certificates, although loan losses will reduce the notional amount of the Class X-A certificates (to the extent such losses are allocated to the Class A-1, A-2, A-3, A-SB or A-S certificates or the Class A-FX regular interest) and Class X-B certificates (to the extent such losses are allocated to the Class B certificates) and, therefore, the amount of interest they accrue. To the extent funds are available on a subsequent distribution date for distribution on your certificates, you will be reimbursed for any losses allocated to your certificates. | |||||
In addition to losses caused by mortgage loan defaults, shortfalls in payments to holders of certificates may occur as a result of the master servicer’s, special servicer’s and trustee’s right to receive payments of interest on unreimbursed advances (to the extent not covered by default interest and late payment charges or certain other fees paid by the related borrower or other borrowers that are not paid to the master | |||||
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servicer or the special servicer as compensation), the special servicer’s right to compensation with respect to mortgage loans which are or have been serviced by the special servicer, a modification of a mortgage loan’s interest rate or principal balance or as a result of other unanticipated trust expenses. These shortfalls, if they occur, would generally reduce distributions on the various classes of interest-bearing certificates, with the effect borne by classes with relatively lower payment priorities before classes with relatively higher payment priorities. To the extent funds are available on a subsequent distribution date for distribution on your certificates, you will be reimbursed for any such shortfall allocated to your certificates. | |||
With respect to each pari passu mortgage loan, any losses or shortfalls that occur with respect to the related loan combination will be allocated between the pari passu mortgage loan and its related pari passu companion loan on a pro rata basis in accordance with their respective principal balances. | |||
In addition, prepayment interest shortfalls that are not covered by certain compensating interest payments made by the master servicer are required to be allocated to the various classes of interest-bearing certificates (other than the Class A-FL and A-FX certificates) and the Class A-FX regular interest, on a pro rata basis according to accrued interest, to reduce the interest entitlements on such certificates or regular interest. You will never receive a reimbursement or other compensation for any prepayment interest shortfalls that are so allocated to your certificates. | |||
To the extent that unanticipated expenses of the trust fund consist of indemnification payments to the trust advisor, then (i) if the expense arises in connection with legal actions pending or threatened against the trust advisor at the time of its discharge, the expense will be treated in substantially the same manner as other unanticipated expenses of the trust fund for purposes of the provisions described above, and (ii) under any other circumstances, the expense will be separately allocated and borne by certificateholders in the manner generally described under “Description of the Offered Certificates—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this prospectus supplement. | |||
Information Available to Certificateholders | On each distribution date, the certificate administrator will prepare and make available to each certificateholder a statement as to the distributions being made on that date. Additionally, under certain circumstances, certificateholders may be entitled to certain other information regarding the trust provided they agree to keep the information confidential. See “Description of the Offered Certificates—Reports to Certificateholders; Available Information” in this prospectus supplement and “Description of the Certificates—Reports to Certificateholders” in the accompanying prospectus. | ||
Early Termination | The trust fund may be terminated and therefore the certificates may be retired early by certain designated entities | ||
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when the total outstanding principal balance of the mortgage loans, net of advances of principal, is reduced to 1.0% or less of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. See “Description of the Offered Certificates—Termination of the Pooling and Servicing Agreement” in this prospectus supplement and “Description of the Certificates—Termination” in the accompanying prospectus. | ||||
Denominations | We intend to deliver the Class A-1, A-2, A-3, A-SB, A-S, B and C certificates in minimum denominations of $10,000. Investments may also be made in any whole dollar denomination in excess of the applicable minimum denomination. See “Description of the Offered Certificates—Delivery, Form and Denomination” in this prospectus supplement and “Description of the Certificates—General” in the accompanying prospectus. | |||
Clearance and Settlement | You will hold your certificates through The Depository Trust Company (“DTC”), in the United States, or Clearstream Banking société anonyme (“Clearstream”) or Euroclear Bank as operator of The Euroclear System (“Euroclear”), in Europe. As a result, you will not receive a fully registered physical certificate representing your interest in any such certificate, except under limited circumstances. See “Description of the Offered Certificates—Delivery, Form and Denomination” in this prospectus supplement and “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in the accompanying prospectus. | |||
Deal Information/Analytics | Certain information concerning the mortgage loans and the certificates may be available to subscribers through the following services: | |||
● | Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., Interactive Data Corp., Markit Group Limited and BlackRock Financial Management, Inc.; and | |||
● | the certificate administrator’s website initially located at www.ctslink.com. | |||
Neither the certificate administrator nor any other party to the pooling and servicing agreement will be obligated to provide any analytical information or services regarding the mortgage loans or the certificates. The type and amount of analytical information concerning the mortgage loans or the certificates made available to you by a third-party service will be determined solely by such service and will depend on the type of subscription, if any, that you may have with such service. | ||||
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Additional Aspects of the Offered Certificates and the Trust Fund | ||||
Conflicts of Interest | The relationships between the parties to this transaction and the activities of those parties or their affiliates may give rise to certain conflicts of interest. These conflicts of interests may arise from, among other things, the following relationships and activities: | |||
● | the ownership of any certificates by the depositor, sponsors, mortgage loan sellers, underwriters, master servicer, special servicer, trustee, certificate administrator, trust advisor or any of their affiliates; | |||
● | the relationships, including the ownership of other mortgage and non-mortgage debt or other financial dealings, of the sponsors, mortgage loan sellers, master servicer, special servicer, trustee, certificate administrator, trust advisor or any of their affiliates with each other, any borrower, any borrower sponsor or any of their affiliates; | |||
● | the obligation of the special servicer to take actions at the direction or obtain the approval of the subordinate class representative or the right of the majority subordinate certificateholder or the subordinate class representative on its behalf to replace the special servicer with or without cause; | |||
● | the broker-dealer activities of the underwriters and their affiliates, including taking long or short positions in the certificates or entering into credit derivative transactions with respect to the certificates; | |||
● | the opportunity of the initial investor in the Class F, G and H certificates to request the removal or re-sizing of or other changes to the features of some or all of the mortgage loans; and | |||
● | the activities of the master servicer, special servicer, trust advisor, sponsors, mortgage loan sellers, underwriters, trustee, certificate administrator or any of their affiliates in connection with any other transaction and, with respect to the non-serviced pari passu mortgage loans, the activities of the WFRBS 2012-C7 master servicer, WFRBS 2012-C7 special servicer, WFRBS 2012-C7 trust advisor, WFRBS 2012-C7 trustee, WFRBS 2012-C7 certificate administrator and any of their affiliates in connection with any other transaction. | |||
See “Risk Factors—Risks Related to the Offered Certificates—If the Master Servicer or the Special Servicer Purchases Certificates or Has Investments Related to a Borrower or Other Person, a Conflict of Interest May Arise Between Its Own Interests and Its Duties to the Trust Fund,” “—You Will Have Limited Ability To Control the Servicing of the Mortgage Loans and the Parties with Control Over the Servicing of the Mortgage Loans May Have Interests that Conflict with Your Interests,” “—Various Other Securitization-Level Conflicts of Interest May Have an Adverse Effect on Your Offered Certificates,” “—Potential Conflicts of Interest of the | ||||
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Underwriters and Their Affiliates,” “—Potential Conflicts of Interest in the Selection of the Mortgage Loans,” and “Method of Distribution (Underwriter Conflicts of Interest)” in this prospectus supplement. | ||||
Federal Tax Status | Elections will be made to treat designated portions of the trust fund as three separate “real estate mortgage investment conduits” or “REMICs” under Sections 860A through 860G of the Internal Revenue Code of 1986, as amended. Those REMICs will exclude excess interest accrued on any mortgage loan with an anticipated repayment date, the swap contract and the related distribution account, which such assets will be held, along with the Class A-FX regular interest, in portions of a grantor trust and the Class A-FL, A-FX and V certificates will represent undivided beneficial interests in their respective portions of such grantor trust as further described under “Material Federal Income Tax Consequences” in this prospectus supplement. | |||
The offered certificates will evidence the ownership of “regular interests” in a REMIC, as further described under “Material Federal Income Tax Consequences” in this prospectus supplement. The offered certificates generally will be treated as newly issued debt instruments for federal income tax purposes. You will be required to report income on your certificates in accordance with the accrual method of accounting, regardless of your usual method of accounting. | ||||
We anticipate that the offered certificates (other than the Class C certificates) will be issued at a premium, and that the Class C certificates will be issued with a de minimis amount of original issue discount for federal income tax purposes. When determining the rate of accrual of original issue discount, if any, and market discount and the amortization of premium, for federal income tax purposes, the prepayment assumption will be that, subsequent to the date of any determination— | ||||
● | each mortgage loan with an anticipated repayment date will repay in full on that date; | |||
● | no mortgage loan will otherwise be prepaid prior to maturity, and | |||
● | there will be no extension of the maturity of any mortgage loan. | |||
No representation is made that the mortgage loans will in fact be repaid in accordance with this assumption or that the Internal Revenue Service will not challenge on audit the prepayment assumption used. | ||||
For a more detailed discussion of United States federal income tax aspects of investing in the offered certificates, see “Material Federal Income Tax Consequences” in this prospectus supplement and “Material Federal Income Tax Consequences” in the accompanying prospectus. | ||||
Yield Considerations | You should carefully consider the matters described under “Risk Factors—Risks Related to the Offered Certificates—The Yields to Maturity on the Offered Certificates Depend on a | |||
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Number of Factors that Cannot Be Predicted with any Certainty” in this prospectus supplement, which may affect significantly the yield on your investment. In addition, see “Yield and Maturity Considerations” in this prospectus supplement and “Yield Considerations” in the accompanying prospectus. | |||||||||
ERISA | The offered certificates are generally eligible for purchase by employee benefit plans pursuant to the prohibited transaction exemptions granted to the underwriters, subject to certain considerations discussed in the sections titled “ERISA Considerations” in this prospectus supplement and “ERISA Considerations” in the accompanying prospectus. | ||||||||
You should refer to the sections in this prospectus supplement and the accompanying prospectus referenced above if you are a benefit plan fiduciary considering the purchase of any offered certificates. You should, among other things, consult with your counsel to determine whether all required conditions in the prohibited transaction exemptions have been satisfied. | |||||||||
Ratings | The depositor expects that the certificates offered by this prospectus supplement will receive certain credit ratings from three nationally recognized statistical rating organizations engaged by the depositor to rate those certificates. | ||||||||
The ratings address the likelihood of full and timely distribution to the offered certificateholders of all distributions of interest at the applicable pass-through rate on the offered certificates on each distribution date and the ultimate distribution in full of the certificate principal balance of each class of certificates not later than the rated final distribution date. Each security rating assigned to the offered certificates should be evaluated independently of any other security rating. Such ratings do not address the tax attributes of the certificates or the receipt of any default interest or prepayment premium or yield maintenance charge or constitute an assessment of the likelihood or frequency of prepayments on the mortgage loans. | |||||||||
A security rating is not a recommendation to buy, sell or hold securities and the assigning rating agency may revise or withdraw its rating at any time. | |||||||||
The ratings of the offered certificates entail substantial risks and may be unreliable as an indication of the creditworthiness of your certificates. We hired three nationally recognized statistical rating organizations to rate the rated offered certificates. Other nationally recognized statistical rating organizations will be furnished with information regarding the mortgage loans and the trust fund from time to time that may enable them to issue unsolicited credit ratings on one or more classes of offered certificates. If any such unsolicited ratings are lower than the ratings assigned by the hired rating agencies, that may have an adverse effect on the liquidity, market value and regulatory characteristics of the classes so rated. Neither the depositor nor any other person or entity will have any duty to notify you if any such other rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after | |||||||||
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the date of this prospectus supplement. In no event will ratings confirmation from any such other rating organization (except insofar as the matter involves a serviced loan combination and such other rating organization is hired to rate securities backed by the related pari passu companion loan) be a condition to any action, or the exercise of any right, power or privilege by any person or entity, under the pooling and servicing agreement. See “Risk Factors” and “Ratings” in this prospectus supplement and “Ratings” in the accompanying prospectus. The ratings of the offered certificates may be withdrawn or lowered, the offered certificates may receive an unsolicited rating, or the Securities and Exchange Commission may determine that any or all of the nationally recognized statistical rating organizations engaged no longer qualifies as a “nationally recognized statistical rating organization” or is no longer qualified to rate the offered certificates, any one of which events may have an adverse effect on the liquidity, market value and regulatory characteristics of the offered certificates. | |||
Legal Investment | No class of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. | ||
If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the offered certificates. See “Legal Investment” in this prospectus supplement and in the accompanying prospectus. | |||
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● | the availability of alternative investments that offer higher yields or are perceived as being a better credit risk, having a less volatile market value or being more liquid; |
● | legal and other requirements and restrictions that prohibit a particular entity from investing in commercial mortgage-backed securities, limit the amount or types of commercial mortgage-backed securities that it may acquire or require it to maintain increased capital or reserves as a result of its investment in commercial mortgage-backed securities; |
● | accounting standards that may affect an investor’s characterization or treatment of an investment in commercial mortgage-backed securities for financial reporting purposes; |
● | increased regulatory compliance burdens imposed on commercial mortgage-backed securities or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans; |
● | investors’ perceptions regarding the commercial real estate markets, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on mortgage loans secured by income producing properties; |
● | investors’ perceptions regarding the capital markets in general, which may be adversely affected by political, social and economic events completely unrelated to the commercial real estate markets; and |
● | the impact on demand generally for commercial mortgage-backed securities as a result of the existence or cancellation of government-sponsored economic programs. |
● | Member States of the European Economic Area have implemented Article 122a of the Banking Consolidation Directive (Directive 2006/48/EC, as amended), which applies to new securitizations issued on or after January 1, 2011 and to securitizations issued prior to that date where new assets are added or substituted after December 31, 2010. Among other provisions, Article 122a restricts investments by an European Economic Area-regulated credit institution (and in some cases, consolidated group entities) in securitizations that fail to comply with certain requirements. These requirements include that: (a) the originator, sponsor or original lender for the securitization has explicitly disclosed that it will retain, on an on-going basis, a material net economic interest of not less than 5% in respect of the securitization and (b) the European Economic Area-regulated credit institution is able to demonstrate that it has undertaken certain due diligence in respect of its securitization position and the underlying exposures and that it has procedures to monitor such position and exposures on an on-going basis. Additionally, Article 122a imposes a severe capital charge on a securitization’s securities acquired by an European Economic Area-regulated credit institution if that securitization fails to meet the requirements of |
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Article 122a of the Banking Consolidation Directive. For the purposes of Article 122a of the Banking Consolidation Directive, an European Economic Area-regulated credit institution may be subject to capital charges as a result of securitization positions held by its non-European Economic Area affiliates, including those that are based in the United States. Requirements similar to the retention requirement in Article 122a are scheduled to apply in the future to investment in securitizations by European Economic Area insurance and reinsurance undertakings and by investment funds managed by EEA alternative investment fund managers. None of the originators, the sponsors, the depositor or the issuing entity have taken, or intend to take, any steps to comply with the requirements of Article 122a of the Banking Consolidation Directive. The fact that the certificates have not been structured to comply with Article 122a of the Banking Consolidation Directive is likely to limit the ability of an European Economic Area-regulated credit institution to purchase certificates, which in turn may adversely affect the liquidity of the certificates in the secondary market. This could adversely affect your ability to transfer certificates or the price you may receive upon your sale of certificates. |
● | Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires the U.S. federal banking agencies to modify their existing regulations that require an assessment of the creditworthiness of an instrument (which assessment currently relies on credit ratings). As a general rule, national banks are permitted to invest only in “investment grade” instruments, which under existing regulations has been determined based on the credit ratings assigned to these instruments. These national bank investment-grade standards are incorporated into statutes governing the investing authority of most state banks, and thus most state banks are required to adhere to these same investment grade standards. In June 2012, the regulator of national banks (the Office of the Comptroller of the Currency) revised its regulatory definition of “investment grade” to require a bank’s determination regarding whether “the issuer of the security has adequate capacity to meet financial commitments under the security for the projected life of the asset or exposure.” While national banks may continue to consider credit ratings, they may not rely exclusively on such ratings and must conduct separate due diligence to confirm the investment grade of the securities. These changes become effective January 1, 2013. Once implemented, these changes may increase the costs or otherwise adversely affect the ability of banks to invest in such securities. |
● | In connection with Section 939A, the federal banking agencies have also proposed regulations that would remove references to credit ratings in the agencies’ risk-based capital guidelines applicable to depository institutions and their holding companies. Final regulations have not been adopted; however, depending on the final regulations that are adopted, any changes to these guidelines may cause investments in commercial mortgaged-backed securities by depository institutions and their holding companies to be subject to different, and possibly greater, capital charges, or otherwise may adversely affect the treatment of commercial mortgaged-backed securities for regulatory capital purposes. |
● | The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the trust fund as liabilities of that investor or owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in commercial mortgaged-backed securities for financial reporting purposes. |
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● | numerous actions of monetary and fiscal authorities in the United States and Europe, such as the conservatorship and the control by the U.S. government since September 2008 of the Federal Home Loan Mortgage Corporation (commonly referred to as Freddie Mac) and the Federal National Mortgage Association (commonly referred to as Fannie Mae); |
● | the establishment of the Troubled Asset Relief Program through the Emergency Economic Stabilization Act of 2008 and resulting public investments in numerous financial institutions and other enterprises; and |
● | the adoption or revision, or proposed adoption or revision, of statutes and regulations governing securitization markets in the United States and Europe, such as proposed revisions to the Securities and Exchange Commission’s Regulation AB, the adoption of the Federal Deposit Insurance Corporation’s final securitization safe harbor rule, the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the proposed rules on credit risk retention and ongoing and pending regulatory implementation and certain European Union regulatory initiatives. |
● | such circumstances may result in substantial delinquencies and defaults on the mortgage loans and adversely affect the amount of liquidation proceeds the trust fund would realize in the event of foreclosures and liquidations; |
● | defaults on the mortgage loans may occur in large concentrations over a period of time, which might result in rapid declines in the value of your certificates; |
● | notwithstanding that the mortgage loans were recently underwritten and originated, the values of the related mortgaged properties may have declined since the mortgage loans were originated and may decline following the issuance of the certificates and such declines may be substantial and occur in a relatively short period following the issuance of the certificates; and such declines may or may not occur for reasons largely unrelated to the circumstances of the particular property; |
● | if you determine to sell your certificates, you may be unable to do so or you may be able to do so only at a substantial discount from the price you paid; this may be the |
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case for reasons unrelated to the then current performance of the certificates or the mortgage loans; and this may be the case within a relatively short period following the issuance of the certificates; |
● | if the mortgage loans default, then the yield on your investment may be substantially reduced notwithstanding that liquidation proceeds may be sufficient to result in the repayment of the principal of and accrued interest on your certificates; an earlier than anticipated repayment of principal (even in the absence of losses) in the event of a default in advance of the maturity date would tend to shorten the weighted average period during which you earn interest on your investment; and a later than anticipated repayment of principal (even in the absence of losses) in the event of a default upon the maturity date would tend to delay your receipt of principal and the interest on your investment may be insufficient to compensate you for that delay; |
● | even if liquidation proceeds received on defaulted mortgage loans are sufficient to cover the principal and accrued interest on those mortgage loans, the trust fund may experience losses in the form of special servicing fees, liquidation fees and other expenses (including indemnities), and you may bear losses as a result, or your yield may be adversely affected by such losses; |
● | the time periods to resolve defaulted mortgage loans may be long, and those periods may be further extended because of borrower bankruptcies and related litigation; and this may be especially true in the case of loans made to borrowers that have, or whose affiliates have, substantial debts other than the mortgage loan, including related subordinate or mezzanine financing. See “—If the Master Servicer or the Special Servicer Purchases Certificates or Has Investments Related to a Borrower or Other Person, a Conflict of Interest May Arise Between Its Own Interests and Its Duties to the Trust Fund” in this prospectus supplement; |
● | some participants in the commercial mortgage-backed securities markets have sought permission from the IRS to allow a purchaser of a mortgaged property acquired in respect of a mortgage loan held by a REMIC to assume the extinguished debt in connection with a purchase of that property; if such permission is granted and the special servicer pursues such a resolution strategy, then the receipt of proceeds of a foreclosure property would be delayed for an extended period; and this may occur when it would be in your best interest for the property to be sold for cash, even at a lesser price, with the proceeds distributed to certificateholders; |
● | trading activity associated with indices of commercial mortgage-backed securities may also drive spreads on those indices wider than spreads on commercial mortgage-backed securities, thereby resulting in a decrease in value of such commercial mortgage-backed securities, including your certificates, and spreads on those indices may be affected by a variety of factors, and may or may not be affected for reasons involving the commercial real estate markets and may be affected for reasons that are unknown and cannot be discerned; and |
● | even if you intend to hold your certificates, depending on your circumstances, you may be required to report declines in the value of your certificates, and/or record losses, on your financial statements or regulatory or supervisory reports, and/or repay or post additional collateral for any secured financing, hedging arrangements or other financial transactions that you have entered into that are backed by or make reference to your certificates, in each case as if your certificates were to be sold immediately. |
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● | the price you paid for your offered certificates, and |
● | the rate, timing and amount of distributions on your offered certificates. |
● | the pass-through rate for, and the other distribution terms of, your offered certificates, |
● | the rate and timing of payments and other collections of principal on the mortgage loans, which in turn will be affected by amortization schedules, the dates on which balloon payments are due and the rate and timing of principal prepayments and other unscheduled collections, including for this purpose, any prepayments occurring by application of earnout reserves or performance holdback amounts (see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Amortization Characteristics” and “—Voluntary Prepayment and Defeasance Provisions” and the footnotes to Annex A-1 to this prospectus supplement for more detail) if leasing criteria or other conditions are not satisfied, the exercise of a purchase option by tenants or others or sales of outparcels that can result in prepayment of principal, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged properties (including prepayment of the entire loan following significant casualties), or purchases, sales or other removals of mortgage loans from the trust fund, |
● | the rate and timing of defaults, and the severity of losses, if any, on the mortgage loans, |
● | the rate and timing of reimbursements made to the master servicer, the special servicer or the trustee for nonrecoverable advances and/or for advances previously made in respect of a worked-out mortgage loan that are not repaid at the time of the workout, |
● | the rate, timing, severity and allocation of other shortfalls and expenses that reduce amounts available for distribution on the certificates, and |
● | servicing decisions with respect to the mortgage loans. |
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(1) | “Risk Factors”; and |
(2) | “Description of the Trust Funds—Mortgage Loans—Leases”. |
● | the age, design and construction quality of the property; |
● | perceptions regarding the safety, convenience and attractiveness of the property; |
● | the proximity and attractiveness of competing properties; |
● | the adequacy and effectiveness of the property’s operations, management and maintenance; |
● | increases in operating expenses (including but not limited to insurance premiums) at the property and in relation to competing properties; |
● | an increase in the capital expenditures needed to maintain the property or make improvements; |
● | the dependence upon a single tenant, or a concentration of tenants in a particular business or industry; |
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● | a decline in the financial condition of a major tenant; |
● | an increase in vacancy rates; and |
● | a decline in rental rates as leases are renewed or entered into with new tenants. |
● | national, regional or local economic conditions (including plant closings, military base closings, industry slowdowns and unemployment rates); |
● | local real estate conditions (such as an oversupply of competing properties, rental space or multifamily housing); |
● | demographic factors; |
● | decreases in consumer confidence; |
● | changes in prices for key commodities or products; |
● | changes in consumer tastes and preferences, including the effects of adverse publicity; and |
● | retroactive changes in building codes. |
● | the length of tenant leases; |
● | the creditworthiness of tenants; |
● | the level of tenant defaults; |
● | the ability to convert an unsuccessful property to an alternative use; |
● | new construction in the same market as the mortgaged property; |
● | rent control laws or other laws impacting operating costs; |
● | the number and diversity of tenants; |
● | the availability of trained labor necessary for tenant operations; |
● | the rate at which new rentals occur; and |
● | the property’s operating leverage (which is the percentage of total property expenses in relation to revenue), the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures required to maintain the property and to retain or replace tenants. See “—Renewal, Termination and Expiration of Leases and Reletting Entails Risks That May Adversely Affect Your Investment” in this prospectus supplement. |
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● | changes in governmental regulations, fiscal policy, zoning or tax laws; |
● | potential environmental legislation or liabilities or other legal liabilities; |
● | proximity and attractiveness of competing properties; |
● | new construction of competing properties in the same market; |
● | convertibility of a mortgaged property to an alternative use; |
● | the availability of refinancing; and |
● | changes in interest rate levels. |
● | mortgage loans secured by retail properties represent 37.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; |
● | mortgage loans secured by office properties represent 29.6% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; |
● | mortgage loans secured by industrial or industrial properties represent 13.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; |
● | mortgage loans secured by hospitality properties represent 8.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; |
● | mortgage loans secured by multifamily properties represent 4.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; and |
● | mortgage loans secured by self-storage properties represent 3.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; |
● | mortgage loans secured by manufactured housing community properties represent 2.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date; |
● | a mortgage loan secured by mixed-use facilities represents 1.5% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date. |
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● | an anchor tenant’s or shadow anchor tenant’s failure to renew its lease; |
● | termination of an anchor tenant’s or shadow anchor tenant’s lease or, if the anchor tenant or shadow anchor tenant owns its own site, a decision to vacate; |
● | the bankruptcy or economic decline of an anchor tenant or shadow anchor tenant; or |
● | the cessation of the business of an anchor tenant notwithstanding its continued payment of rent or a shadow anchor tenant. |
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● | the physical attributes of the health club (e.g., its age, appearance and layout); |
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● | the reputation, safety, convenience and attractiveness of the property to users; |
● | the quality and philosophy of management; |
● | management’s ability to control membership growth and attrition; |
● | competition in the tenant’s marketplace from other health clubs and alternatives to health clubs; or |
● | adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income), which may result in decreased demand. |
● | the quality of tenants; |
● | building design and adaptability; and |
● | the location of the property. |
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● | the continued existence and financial strength of the franchisor or hotel management company; |
● | the public perception of the franchise or hotel chain service mark; and |
● | the duration of the franchise licensing or management agreements. |
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● | Certain of the multifamily rental properties have material tenant concentrations of students or military personnel (and in certain cases, additional university housing may be planned in the area of the mortgaged property, which may reduce demand for units at the related mortgaged property). |
● | Certain of the multifamily rental properties and manufactured housing community properties consist of senior housing, or are age-restricted senior independent living facilities for individuals 55-years-old or older, thus limiting the potential tenants. See “Risk Factors—Special Risks Associated with Residential Healthcare Facilities” and “—Special Risks of Mortgage Loans Secured by Healthcare-Related Properties” in the accompanying prospectus. |
● | Certain of the multifamily rental properties receive rent subsidies from the United States Department of Housing and Urban Development under its Section 8 program or otherwise. |
● | Certain of the multifamily rental properties and manufactured housing community properties are subject to local rent control and rent stabilization laws. |
In addition to state regulation of the landlord-tenant relationship, numerous counties and municipalities impose rent control or rent stabilization on multifamily properties. These ordinances may limit rent increases to fixed percentages, to percentages of increases in the consumer price index, to increases set or approved by a governmental agency, or to increases determined through mediation or binding arbitration. Any limitations on a borrower’s ability to raise property rents may impair such borrower’s ability to repay its multifamily loan from its net operating income or
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● | if the pool is comprised of a small number of mortgage loans, each with a relatively large principal amount; or |
● | if the losses relate to loans that account for a disproportionately large percentage of the pool’s aggregate principal balance of all mortgage loans. |
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● | the financial effect of the absence of rental income may be severe; |
● | more time may be required to re-lease the space; and |
● | substantial capital costs may be incurred to make the space appropriate for replacement tenants. |
● | the person did not receive fair consideration or reasonably equivalent value in exchange for the obligation or transfer; and |
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● | the person: |
(1) | was insolvent at the time of the incurrence of the obligation or transfer, or rendered insolvent by such obligations or transfer, or |
(2) | was engaged in a business or a transaction or was about to engage in a business or a transaction, for which the person’s assets constituted an unreasonably small amount of capital after giving effect to the incurrence of the obligation or the transfer, or |
(3) | intended to incur, or believed that it would incur, debts that would be beyond the person’s ability to pay as those debts matured. |
● | the borrower did not receive fair consideration or reasonably equivalent value when pledging its mortgaged property or parcel for the equal benefit of the other related borrowers; and |
● | the borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital or was not able to pay its debts as they matured. |
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● | converting commercial properties to alternate uses or converting single-tenant commercial properties to multi-tenant properties generally requires substantial capital expenditures; and |
● | zoning, land use or other restrictions also may prevent alternative uses. |
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● | the availability of, and competition for, credit for commercial properties, which may fluctuate over time; |
● | prevailing interest rates; |
● | the fair market value of the related mortgaged property; |
● | the borrower’s equity in the related mortgaged property; |
● | the borrower’s financial condition; |
● | the operating history and occupancy level of the mortgaged property; |
● | tax laws; and |
● | prevailing general and regional economic conditions. |
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● | permit a debtor to cure existing defaults and reinstate a mortgage loan; |
● | reduce monthly payments due under a mortgage loan; |
● | change the rate of interest due on a mortgage loan; or |
● | otherwise alter the mortgage loan’s repayment schedule. |
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● | a title insurer will have the ability to pay title insurance claims made upon it; |
● | the title insurer will maintain its present financial strength; or |
● | a title insurer will not contest claims made upon it. |
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● | an environmental consultant investigated those conditions and recommended no further investigations or remediation; or |
● | a responsible third party was identified as being responsible for the remediation; or |
● | the related originator of the mortgage loan generally required the related borrower: |
(a) | to take investigative and/or remedial action (which may have included obtaining a Phase II environmental assessment); or |
(b) | to carry out an operation and maintenance plan or other specific remedial measures post-closing and/or to establish an escrow reserve in an amount estimated to be sufficient for effecting that investigation, plan and/or the remediation; or |
(c) | to monitor the environmental condition and/or to carry out additional testing, in the manner and within the time frame specified in the related mortgage loan documents; or |
(d) | to obtain or seek a letter from the applicable regulatory authority stating that no further action was required; or |
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(e) | to obtain environmental insurance (in the form of a secured creditor impaired property policy or other form of environmental insurance) or provide an indemnity from an individual or an entity. |
● | if during the term of some types of lender environmental policies, the borrower defaults under its mortgage loan and adverse environmental conditions exist at levels above legal limits on the related underlying real property, the insurer will indemnify the insured for an amount (in some cases capped at remediation costs) equal to the outstanding principal balance (or, in some cases, a lesser specified amount) of the related mortgage loan on the date of the default, together with accrued interest from the date of default (or, in some cases, the date that the default is reported to the insurer) until the date that the outstanding principal balance is paid; or |
● | if the insured becomes legally obligated to pay as a result of a claim first made against the insured and reported to the insurer during the term of a policy, for bodily injury, property damage or clean-up costs resulting from adverse environmental conditions on, under or emanating from the underlying real property, the insurer will pay the lesser of a specified amount and the amount of that claim; or |
● | if the insured enforces the related mortgage loan, the insurer will thereafter pay the lesser of a specified amount and the amount of the legally required clean-up costs for adverse environmental conditions at levels above legal limits which exist on or under the acquired underlying real property, provided that the appropriate party reported those conditions to the government in accordance with applicable law. |
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● | future laws, ordinances or regulations will not impose any material environmental liability; or |
● | the current environmental condition of the mortgaged properties will not be adversely affected by tenants or by the condition of land or operations in the vicinity of the mortgaged properties (such as underground storage tanks). |
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● | the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may fall as a result; and |
● | the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of the companion loan upon the maturity of the mortgage loan. |
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Concentration of Mortgage Loans and Borrowers |
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans; Mortgage Loans with Affiliated Borrowers |
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Mortgage Loan/Property Portfolio Names | Multi-Property Loan or Cross- Collateralized Group | Aggregate Cut-off Date Balance | % of Cut-off Date Pool Balance | ||||||||
Brennan Industrial Portfolio | Multi-Property Loan | $102,720,000 | 7.9 | % | |||||||
BJ’s Portfolio | Multi-Property Loan | 68,110,000 | 5.2 | ||||||||
Cole Office Portfolio | Multi-Property Loan | 41,000,000 | 3.2 | ||||||||
SpringHill Suites Alexandria/Holiday Inn Express Alexandria(1) | Cross-Collateralized Group | 21,466,099 | 1.7 | ||||||||
Stemmons Office Portfolio | Multi-Property Loan | 16,712,448 | 1.3 | ||||||||
Silgan Containers Manufacturing Corp. | Multi-Property Loan | 9,953,562 | 0.8 | ||||||||
Athens Town Center/Cordele Corner | Cross-Collateralized Group | 8,989,279 | 0.7 | ||||||||
Tower Automotive | Multi-Property Loan | 8,460,970 | 0.7 | ||||||||
U-Store Self Storage Portfolio | Multi-Property Loan | 7,289,610 | 0.6 | ||||||||
Wildcat II Portfolio | Multi-Property Loan | 4,632,723 | 0.4 | ||||||||
Devon Storage | Multi-Property Loan | 4,589,626 | 0.4 | ||||||||
Rite Aid Buffalo/Rite Aid Weirton(2) | Cross-Collateralized Group | 3,036,147 | 0.2 | ||||||||
Total: | $296,960,464 | 22.8 | % |
(1) | In the case of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 of this prospectus supplement as SpringHill Suites Alexandria and Holiday Inn Express Alexandria, representing approximately 0.9% and 0.7%, respectively, of the Cut-off Date Pool Balance, the Mortgage Loans were cross-collateralized and cross-defaulted at closing because the related Mortgaged Properties are both situated on a common tax parcel. However such cross-collateralization and cross-default arrangements may be terminated provided that certain conditions are met, including but not limited to: (a) no default or event of default exists and is continuing; (b) the borrowers provide the lender with between 30 to 90 days’ notice of their intention to uncross the Mortgage Loans; (c) the borrowers provide the lender with evidence that the re-plat of the Mortgaged Properties has been approved by the applicable governmental authorities; (d) the exact dimensions and legal description attributable to each Mortgaged Property is deemed satisfactory to the lender; (e) the loan-to-value ratio for each Mortgage Loan does not exceed 60%; (f) the debt service coverage ratio for each Mortgage Loan is not less than 1.45x; and (g) the borrowers provide the lender with evidence that following the re-plat, each Mortgaged Property will be assessed as one or more separate tax parcels. We have been advised by the related Mortgage Loan Seller that the related borrowers have indicated that they expect to satisfy such conditions shortly after the Closing Date and intend to un-cross the Mortgage Loans shortly thereafter. |
(2) | In the case of the Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Rite Aid Buffalo and Rite Aid Weirton, representing approximately 0.1% and 0.1%, respectively, of the Cut-off Date Pool Balance, the lender must terminate the cross-collateralization and cross-default features of such Mortgage Loans in connection with defeasance or prepayment in full of one of such Mortgage Loans or in connection with an assumption of one or both of such Mortgage Loans upon written request of the related borrower and upon satisfaction of certain conditions, including but not limited to: (a) (1) in connection with defeasance or prepayment, no event of default exists under the related Mortgage Loan documents at the time borrower requests a termination of the cross-collateralization and cross-default features of such Mortgage Loans or on the date of such termination or (2) in connection with an assumption of one or both of such Mortgage |
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Loans, in accordance with the terms and conditions for loan assumptions set forth in the related Mortgage Loan documents; (b) as of the date of the termination of the cross-collateralization and cross-default features of such Mortgage Loans, and, after giving effect to such termination (i) the loan-to-value ratio for the remaining Mortgaged Property is no more than the greater of 65% and the loan-to-value ratio as of April 20, 2012, (ii) the debt service coverage ratio for the remaining Mortgaged Property for the immediately preceding six calendar month period is at least equal to the debt service coverage ratio as of April 20, 2012, (iii) the minimum debt yield for the remaining Mortgaged Property must not be less than 13%, (iv) if the remaining Mortgaged Property is the Buffalo Mortgaged Property, then the Rite Aid sales at such Mortgaged Property must not be less than 85% of the sales as of April 20, 2012 and, if the remaining Mortgaged Property is the Weirton Mortgaged Property, then the sales at such Mortgaged Property must not be less than 80% of the sales as of April 20, 2012, (v) the physical occupancy at the remaining Mortgaged Property must not be less than 100%; and (c) if required in connection with a securitization, delivery to lender of written confirmation from the rating agencies that the termination of the cross-collateralization and cross-default features of such Mortgage Loans will not result in the downgrade, withdrawal or qualification of the then current ratings assigned to any securities or the proposed rating of any securities. |
● | are not cross-collateralized or cross-defaulted, but have the same or affiliated borrowers/owners. |
Mortgage Loan/Property Portfolio Names | Aggregate Cut-off Date Balance | % of Cut-off Date Pool Balance | ||||||
Group A | ||||||||
BJ’s Portfolio | $ | 68,110,000 | 5.2 | % | ||||
Cole Office Portfolio | 41,000,000 | 3.2 | ||||||
Total: | $ | 109,110,000 | 8.4 | % | ||||
Group B | ||||||||
Silgan Containers Manufacturing Corp. | $ | 9,953,562 | 0.8 | % | ||||
Tower Automotive | 8,460,970 | 0.7 | ||||||
Magna International, Inc. | 6,954,375 | 0.5 | ||||||
Total: | $ | 25,368,907 | 2.0 | % | ||||
Group C | ||||||||
Broadview Gardens | $ | 9,270,438 | 0.7 | % | ||||
Wildcat II Portfolio | 4,632,723 | 0.4 | ||||||
Lakewood Club | 4,068,689 | 0.3 | ||||||
Total: | $ | 17,971,850 | 1.4 | % | ||||
Group D | ||||||||
Newport Place Building | $ | 8,080,287 | 0.6 | % | ||||
NCR Building | 7,781,017 | 0.6 | ||||||
Total: | $ | 15,861,303 | 1.2 | % |
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Property Type | Number of Mortgaged Properties | Aggregate Cut-off Date Balance | Approx. % of Aggregate Cut-off Date Balance | ||||||||||
Retail | 32 | $484,232,263 | 37.2 | % | |||||||||
Office | 19 | 385,617,913 | 29.6 | ||||||||||
Industrial | 30 | 178,161,095 | 13.7 | ||||||||||
Hospitality | 7 | 113,330,419 | 8.7 | ||||||||||
Multifamily | 13 | 52,646,401 | 4.0 | ||||||||||
Self-Storage | 15 | 39,767,255 | 3.1 | ||||||||||
Manufactured Housing Community | 5 | 27,217,242 | 2.1 | ||||||||||
Mixed Use | 1 | 19,977,989 | 1.5 | ||||||||||
Total: | 122 | $1,300,950,580 | 100.0 | % |
(1) | Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for any Mortgaged Property relating to a Mortgage Loan secured by more than one Mortgaged Property is based on allocated loan amounts as set forth in Annex A-1. |
● | Twenty-two (22) of the Mortgaged Properties, securing 30.9% of the Cut-off Date Pool Balance, are retail properties with one or more anchor or shadow anchor tenants. |
● | Six (6) of the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Napa Square, Mission Village, West Slauson Plaza, Willowbrook I, Selma Square and Boynton West Shopping Center, securing approximately 6.3% of the Cut-off Date Pool Balance in the aggregate, have a restaurant tenant among the five (5) largest tenants at the Mortgaged Property. Restaurants pose unique risks, see “Risk Factors—Risks Related to the Mortgage Loans—Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Distributions on Your Certificates; and Limited Adaptability for Other Uses May Substantially Lower the Liquidation Value of a Mortgaged Property” in this prospectus supplement. |
● | One (1) of the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Northridge Fashion Center, securing approximately 6.9% of the Cut-off Date Pool Balance, has a movie theater tenant among the five (5) largest tenants at the related Mortgaged Property. Movie theatres pose unique risks, see “Risk Factors—Risks Related to the Mortgage Loans—Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Distributions on Your Certificates; and Limited Adaptability for Other Uses May Substantially Lower the Liquidation Value of a Mortgaged Property” in this prospectus supplement. |
● | Four (4) of the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Mission Village, Plaza on Richmond, Bloomfield Medical Village and Westcliff Shopping Center, securing approximately 5.6% of the Cut-off Date Pool Balance in the aggregate, have a health club or fitness center tenant among the five (5) largest tenants at the related Mortgaged Property. Health clubs and fitness centers have unique risks, see “Risk Factors—Risks Related to the Mortgage Loans—Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Distributions on Your Certificates; and Limited |
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Adaptability for Other Uses May Substantially Lower the Liquidation Value of a Mortgaged Property” in this prospectus supplement. |
● | Four (4) of the Mortgage Properties identified on Annex A-1 to this prospectus supplement as Ortho Virginia, Jetton Medical Building, Bloomfield Medical Village and Fair Oaks, securing approximately 2.0% of the Cut-off Date Pool Balance in the aggregate, are each comprised of or includes significant tenants operating as medical offices. Medical offices pose unique risks. See “Risk Factors—Risks Related to the Mortgage Loans—Office Properties Have Special Risks” in this prospectus supplement. |
● | In the case of four (4) Mortgage Loans secured by the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Orangewood Shadows, Creekside Village Apartments, Lucerne Lakeside and Woodlawn Manor MHC, representing approximately 0.8%, 0.6%, 0.3% and 0.2%, respectively, of the Cut-off Date Pool Balance, each such related Mortgaged Property is an age-restricted community that only accepts tenants over the age of 55. |
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● | monthly payments of principal based on amortization schedules significantly longer than the remaining term to stated maturity or, alternatively, for no amortization prior to maturity; and |
● | a substantial payment of principal on its maturity date, unless prepaid prior thereto. |
● | Eight (8) Mortgage Loans, representing 28.0% of the Cut-off Date Pool Balance, provide for initial interest-only periods that expire 12 to 36 months following their respective origination dates. Three (3) Mortgage Loans, representing 16.3% of the Cut-off Date Pool Balance, provide for no amortization and for interest-only payments for its entire term to maturity or the Anticipated Repayment Date, as applicable. |
● | Sixty-four (64) of the Mortgage Loans, representing approximately 75.6% of the Cut-off Date Pool Balance, prohibit voluntary principal prepayments during a specified period of time (each, a “Lock-out Period”) but permit the related borrower (after an initial period of at least two years following the date of issuance of the Certificates) to defease the related Mortgage Loan by pledging non-callable United States Treasury obligations, and other non-callable Government Securities within the meaning of section 2(a)(16) of the Investment Company Act of 1940, as amended (“Government Securities”) that provide for payment on or prior to each Due Date through and including the maturity date (or, in some cases such earlier Due Date on which the Mortgage Loan becomes freely prepayable) of amounts at least equal to the amounts that would have been payable on those dates under the terms of the subject Mortgage Loans and obtaining the release of the Mortgaged Property from the lien of the related mortgage. |
● | Fourteen (14) of the Mortgage Loans, representing approximately 24.2% of the Cut-off Date Pool Balance, prohibit voluntary principal prepayments during a Lock-out Period, and |
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following such Lock-out Period provide for the prepayment of such Mortgage Loan upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium. |
● | Two (2) of the Mortgage Loans, representing approximately 0.2% of the Cut-off Date Pool Balance, prohibit voluntary principal prepayments during a Lock-out Period, following which either (a) the prepayment of such Mortgage Loan upon the payment of the greater of a Yield Maintenance Charge or a Prepayment Premium or (b) the defeasance of such Mortgage Loan by pledging Government Securities that provide for payment on or prior to each Due Date through and including the maturity date (or such earlier Due Date on which the Mortgage Loan becomes freely prepayable) of amounts at least equal to the amounts that would have been payable on those dates under the terms of the subject Mortgage Loans and obtaining the release of the Mortgaged Property from the lien of the related mortgage is permitted for a specified period, and thereafter such Mortgage Loans are freely prepayable. |
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● | will be made on or prior, but as closely as possible, to all successive Due Dates through and including the maturity date or, in some instances, the expiration of the Lock-out Period; and |
● | will, in the case of each Due Date, be in a total amount equal to or greater than the scheduled debt service payment, including any applicable balloon payment, scheduled to be due or deemed due on that date, with any excess to be returned to the related borrower or a successor borrower. |
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● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Brennan Industrial Portfolio, representing approximately 7.9% of the Cut-off Date Pool Balance, following the second anniversary of the Closing Date, the loan documents permit a partial release of an individual property in connection with partial repayments of the Mortgage Loan, subject to certain conditions, including: (A) the property to be released must be the subject of a sale to a bona fide third party purchaser who is not a borrower, any principal, any guarantor or any master lessee or affiliate thereof or an affiliate of any such entity; (B) no event of default has occurred or is continuing at the time that the release occurs; (C) payment by the borrower of an amount equal to 120% of the then current allocated loan amount for the individual property to be released, along with any applicable Yield Maintenance Charge; (D) the debt service coverage ratio (based on a 4.580% interest rate and a 30-year amortization period) of the remaining Mortgaged Properties must not be less than 1.60x, provided that so long as such ratio is greater than or equal to 1.30x but less than 1.60x, the borrower may still obtain such release by making an additional payment of principal (x) if net sales proceeds exceed the release amount, in an amount equal to the lesser of (1) 100% of the remaining net sales proceeds or (2) the amount of net sales proceeds necessary to cause the ratio to be no less than 1.60x or (y) if the net sales proceeds do not exceed the release amount, in an amount that would cause the ratio to be no less than 1.60x (in each instance together with any applicable Yield Maintenance Charge); and (E) the remaining properties meet certain loan-to-value ratio requirements designed to comply with REMIC requirements in effect as of the origination of the Mortgage Loan. |
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● | With respect to the Mortgaged Property identified on Annex A-1 to this prospectus supplement as BJ’s Portfolio, which secures a Mortgage Loan representing 5.2% of the Cut-off Date Pool Balance, the loan documents permit a partial release of individual properties from the lien of the mortgage upon the sale of such property to a bona fide third party purchaser, subject to the satisfaction of certain conditions, including (A) the borrower must pay a release price equal to or greater than 115% of the allocated loan amount for the Mortgaged Property to be released, (B) no event of default has occurred and is continuing under the Mortgage Loan, (C) after giving effect to such release, the debt service coverage ratio calculated under the related loan documents for the remaining Mortgaged Properties is at least equal to the greater of (1) the debt service coverage ratio calculated under the related loan documents for all of the Mortgaged Properties (including the individual Mortgaged Property to be released) immediately preceding the release, and (2) the debt service coverage ratio as of the origination date of the Mortgage Loan (i.e., 2.64x), and (D) after giving effect to such release, the loan-to-value ratio calculated under the related loan documents for the remaining Mortgaged Properties is not greater than the loan-to-value ratio for the Mortgaged Properties on the origination date of the Mortgage Loan (i.e., 55.9%). |
● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Cole Office Portfolio representing approximately 3.2% of the Cut-off Date Pool Balance, following the second anniversary of the Closing Date, the loan documents permit a partial release of any individual property subject to certain conditions, including (A) no default has occurred or is continuing; (B) payment of 125% of the allocated loan amount for the related release property, together with the applicable Yield Maintenance Charge; (C) both prior to and following the partial release, (1) the loan-to-value ratio for the remaining property is no greater than that as of origination (i.e., 51.5%), and (2) the debt service coverage ratio for the remaining property is at least 2.20x; (D) following the partial release, the debt yield is not less than 11.5%; (E) receipt of a rating agency confirmation; and (F) the mortgagee shall have confirmed that the partial release complies with applicable REMIC requirements. |
● | With respect to the Mortgage Loan secured by the Mortgaged Properties identified on Annex A-1 to this prospectus supplement as Stemmons Office Portfolio, which Mortgage Loan represents 1.3% of the Cut-off Date Pool Balance, following the second anniversary of the Closing Date, the related loan documents permit the related borrowers to partially defease such Mortgage Loan and obtain a release of any of the three (3) related Mortgaged Properties, subject to the satisfaction of certain conditions, including: (A) the related borrowers must defease that portion of the subject Mortgage Loan equal to 125% of the allocated loan amount of the Mortgaged Property to be released; (B) after giving effect to the release of the lien of the related mortgage instrument encumbering the Mortgaged Property to be released, the debt yield with respect to the undefeased portion of the Mortgage Loan must be greater than 10.5%; and (C) after giving effect to the release of the lien of the related mortgage instrument encumbering the Mortgaged Property to be released, the loan-to-value ratio with respect to the undefeased portion of the subject Mortgage Loan must be no greater than 60%. |
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● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Silgan Containers Manufacturing Corp., representing approximately 0.8% of the Cut-off Date Pool Balance, following the second anniversary of the Closing Date, the loan documents permit a partial release of an individual property in connection with partial defeasance, subject to certain conditions, including: (A) defeasance of a portion of the Mortgage Loan in an amount equal to 115% of the allocated loan amount for the subject property; (B) the post-release assumed debt service coverage ratio (based on a 5.16% imputed interest rate and a 20-year amortization period) must be the greater of (1) the pre-release debt service coverage ratio or (2) 1.40x; (C) the post-release loan-to-value ratio with respect to the remaining Mortgaged Properties must be no greater than the lesser of (1) the pre-release loan-to-value ratio for all Mortgaged Properties or (2) 45.6%; (D) an opinion of counsel that the Trust will not fail to maintain its REMIC status due to the partial defeasance, among other things; and (E) if required by the related mortgagee, receipt of Rating Agency Confirmation. |
● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Tower Automotive, representing approximately 0.7% of the Cut-off Date Pool Balance, following the second anniversary of the Closing Date, the loan documents permit a partial release of the Sandusky, Ohio property in connection with partial defeasance, subject to certain conditions, including: (A) defeasance of a portion of the Mortgage Loan in an amount equal to 125% of the allocated loan amount for the subject property; (B) receipt of an opinion of counsel that the Trust will not fail to maintain its REMIC status due to the |
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partial defeasance, among other things; and (C) if required by the mortgagee, receipt of Rating Agency Confirmation. |
● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as U-Store Self Storage Portfolio, representing approximately 0.6% of the Cut-off Date Pool Balance, following the second anniversary of the Closing Date, the loan documents permit a partial release of any of 6 constituent properties in connection with partial defeasance is permitted, subject to certain conditions, including: (A) defeasance of a portion of the Mortgage Loan in an amount equal to 120% of the allocated loan amount for the release parcel; (B) the debt yield of the remaining property is at least 13%; (C) the loan-to-value ratio of the remaining property is no greater than 65%; (D) rating agency confirmation; and (E receipt of such other opinions, certificates and documents as lender may reasonably request. |
● | In addition, with respect to six (6) Mortgage Loans identified on Annex A-1 to this free prospectus as Brennan Industrial Portfolio, Northridge Fashion Center, Town Center at Cobb, Mission Village, Shops at Freedom and Jetton Medical Building representing approximately 7.9%, 6.9%, 5.4%, 1.4%, 0.7% and 0.5%, respectively, of the Cut-off Date Pool Balance, the related borrowers are permitted to obtain the release of or substitute (a) unimproved outparcels or (b) non-income producing property that was not assigned value in underwriting the related Mortgage Loan, subject to the satisfaction of certain conditions, including satisfaction of a REMIC test. |
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Loan Combination Name | Cut-off Date Principal Balance of Pari Passu Mortgage Loan | Cut-off Date Principal Balance of Pari Passu Companion Loan | Aggregate Cut-off Date balance of Loan Combination | Cut-off Date LTV of Loan Combination | Pari Passu Mortgage Loan Interest Rate | Pari Passu Companion Loan Interest Rate | U/W Debt Service Coverage Ratio for Loan Combination | |||||||||||||||||||||
100 Church Street | $ | 150,000,000 | $ | 80,000,000 | $230,000,000 | 58.8% | 4.675% | 4.675% | 1.33x | |||||||||||||||||||
Northridge Fashion Center | $ | 89,331,381 | $ | 157,066,165 | $246,397,546 | 66.8% | 5.097% | 5.097% | 1.40x | |||||||||||||||||||
Town Center at Cobb | $ | 70,000,000 | $ | 130,000,000 | $200,000,000 | 62.1% | 4.757% | 4.757% | 1.54x |
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● | the 100 Church Street Mortgage Loan and the 100 Church Street Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and |
● | all payments, proceeds and other recoveries on or in respect of the 100 Church Street Mortgage Loan and the 100 Church Street Pari Passu Companion Loan will be applied to the 100 Church Street Mortgage Loan and the 100 Church Street Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Master Servicer, the Special Servicer, the Trust Advisor, the Certificate Administrator and the Trustee) in accordance with the terms of the 100 Church Street Intercreditor Agreement and the Pooling and Servicing Agreement. |
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● | the Northridge Fashion Center Mortgage Loan and the Northridge Fashion Center Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and |
● | all payments, proceeds and other recoveries on or in respect of the Northridge Fashion Center Mortgage Loan and the Northridge Fashion Center Pari Passu Companion Loan will be applied to the Northridge Fashion Center Mortgage Loan and the Northridge Fashion Center Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the WFRBS 2012-C7 Master Servicer, the WFRBS 2012-C7 Special Servicer, the WFRBS 2012-C7 Trust Advisor, the WFRBS 2012-C7 Certificate Administrator and the WFRBS 2012-C7 Trustee, other than with respect to reimbursements for principal and interest advances) in accordance with the terms of the WFRBS 2012-C7 Pooling and Servicing Agreement. |
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● | the Town Center at Cobb Mortgage Loan and the Town Center at Cobb Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor; and |
● | all payments, proceeds and other recoveries on or in respect of the Town Center at Cobb Mortgage Loan and the Town Center at Cobb Pari Passu Companion Loan will be applied to the Town Center at Cobb Mortgage Loan and the Town Center at Cobb Pari Passu Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the WFRBS 2012-C7 Master Servicer, the WFRBS 2012-C7 Special Servicer, the WFRBS 2012-C7 Trust Advisor, the WFRBS 2012-C7 Certificate Administrator and the WFRBS 2012-C7 Trustee) in accordance with the terms of the WFRBS 2012-C7 Pooling and Servicing Agreement. |
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● | With respect to the Mortgage Loan secured by the related Mortgaged Property identified on Annex A-1 to this prospectus supplement as 100 Church Street, representing 11.5% of the Cut-off Date Pool Balance, indirect equity interests in the related borrower are permitted to be pledged to commercial banks or financial institutions regularly engaged in the business of making commercial real estate loans or owning or operating commercial real estate and satisfying certain other criteria, including total assets in name or under management in excess of $600 million, shareholder’s equity in excess of $250 million, and a long term unsecured debt rating of not less than “A” by S&P and “A2” by Moody’s. Such pledge could result in an approved change of control in the related borrower. See “Summaries of the Fifteen Largest Mortgage Loans—100 Church Street” attached as Annex A-3 to this prospectus supplement regarding the pledge and related details. |
● | With respect to the Mortgage Loan secured by the related Mortgaged Property identified on Annex A-1 to this prospectus supplement as Napa Square, representing 1.5% of the Cut-off Date Pool Balance, the 49% member of the related borrower has pledged its ownership interest to Wells Fargo Bank, National Association to further secure the member’s obligations on an $11,200,000 non-pooled mortgage loan |
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originated by Wells Fargo Bank, National Association to an affiliated entity. The Mortgage Loan and the non-pooled mortgage loan are not cross-collateralized or cross-defaulted; however, Wells Fargo Bank National Association’s remedies in event of a default under the non-pooled mortgage loan may result in an approved change of control in the related borrower of the Mortgage Loan under certain specified conditions. See “Summaries of the Fifteen Largest Mortgage Loans—Napa Square” attached as Annex A-3 to this prospectus supplement. |
Mortgage Loan/Property Portfolio Names | Mortgage Loan Cut-off Date Balance | % of Cut-off Date Pool Balance | Maximum Principal Amount Permitted (If Specified)(1) | Other Lender Must Execute Intercredit or Similar Agreement | Minimum Combined Debt Service Coverage Ratio of Mortgage Loan and Other Loan(2) | Maximum Combined LTV Ratio of Mortgage Loan and Other Loan(2) | Mortgage Lender Allowed to Require Rating Agency Confirmation(3) | |||||||||
Northridge Fashion Center | $ | 89,331,381 | 6.9% | N/A | Yes | 1.40x | 70% | Yes | ||||||||
DoubleTree New Orleans | $ | 41,954,842 | 3.2% | N/A | Yes | 1.40x | 70% | Yes | ||||||||
Ortho Virginia | $ | 12,186,944 | 0.9% | $1,000,000 | Yes | 1.25x | 80% | Yes | ||||||||
Newport Place Building | $ | 8,080,287 | 0.6% | N/A | Yes | 1.15x | 80% | Yes | ||||||||
NCR Building | $ | 7,781,017 | 0.6% | N/A | Yes | 1.15x | 80% | Yes |
(1) | Indicates the maximum principal amount (if any) that is specifically stated in the Mortgage Loan documents and does not take account of any restrictions that may be imposed at any time by operation of any debt yield, debt service coverage ratio or loan-to-value ratio conditions. |
(2) | Debt service coverage ratios and loan-to-value ratios are to be calculated in accordance with definitions set forth in the related Mortgage Loan documents. Except as otherwise noted in connection with a Mortgage Loan, the determination of the loan-to-value ratio must be based on a recent appraisal. |
(3) | Indicates whether the conditions to the financing include (a) delivery of confirmation from the Rating Agencies that the proposed financing will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates and/or (b) acceptability of any related intercreditor or mezzanine loan documents to the Rating Agencies. |
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● | Hard/Upfront Cash Management. The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the Trust and then applied by servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower. |
● | Hard/Springing Cash Management. The related borrower is required to instruct the tenants and other payors (including any third party property managers) to pay all rents and other revenue directly to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower. From and after the occurrence of such a “trigger” event, only the portion of such funds remaining after the payment of current debt service, the funding of reserves and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower or, in some cases, maintained in an account controlled by the servicer as additional collateral for the loan until the “trigger” event ends or terminates in accordance with the loan documentation. |
● | Soft/Upfront Cash Management. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the applicable servicer on behalf of the Trust and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Generally, excess funds may then be remitted to the related borrower. |
● | Soft/Springing Cash Management. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors (including any third party property managers) to the related borrower or the property manager. The related borrower or property manager, as applicable, then forwards such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Until the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, such funds are forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower. Upon the occurrence of such a “trigger” event, the Mortgage Loan documents will require the related borrower to instruct tenants, other payors and/or the property manager to pay directly into an account controlled by the applicable servicer on behalf of the Trust Fund. All funds held in such lockbox account controlled by the applicable servicer following such “trigger” event will be applied by the servicer in accordance with the related Mortgage Loan documents. From and after the occurrence of such a trigger event, only the portion of such funds remaining after the payment of current debt service and, in some cases, expenses at the related Mortgaged Property are to be forwarded or otherwise made available to the related borrower. |
● | Springing (With Established Account). A lockbox account is established at origination. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or property manager. The Mortgage Loan documents provide that, upon the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, the related borrower would be required to instruct tenants to pay directly into such lockbox account or, if tenants are directed to pay to the related borrower or the property manager, the |
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related borrower or property manager, as applicable, would then forward such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the servicer on behalf of the Trust and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Excess funds may then be remitted to the related borrower. |
● | Springing (Without Established Account). No lockbox account or agreement is established at origination. Revenue from the related Mortgaged Property is generally paid by the tenants and other payors to the related borrower or property manager. The Mortgage Loan documents provide that, upon the occurrence of a “trigger” event, which typically includes an event of default under the Mortgage Loan documents, a lockbox account controlled by the applicable servicer on behalf of the Trust Fund would be established and the related borrower would be required to instruct tenants to pay directly into such lockbox account or, if tenants are directed to pay to the related borrower or the property manager, the related borrower or property manager, as applicable, would then forward such funds to a lockbox account controlled by the applicable servicer on behalf of the Trust Fund. Funds are then swept into a cash management account controlled by the servicer on behalf of the Trust and applied by the servicer in accordance with the related Mortgage Loan documents. This typically includes the payment of debt service and, in some cases, expenses at the related Mortgaged Property. Excess funds may then be remitted to the related borrower. |
● | None. Revenue from the related Mortgaged Property is paid to the related borrower and is not subject to a lockbox account as of the Closing Date, and no lockbox account is required to be established during the term of the related Mortgage Loan. |
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● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Town Center at Cobb, representing approximately 5.4% of the Cut-off Date Pool Balance, the related borrower, Town Center at Cobb, LLC, is involved in litigation regarding the breach of two contracts between the indirect owner of the related borrower, Simon Property Group (“Simon”,) and Control Building Services, Inc. (“Control”). Simon filed suit against Control in July 2008 alleging that Control failed to pay certain vendors and subcontractors, and improperly billed Simon for services at various properties controlled by Simon, including the related Mortgaged Property that were not authorized by Simon or provided by Control. The suit claims that Simon is entitled to indemnification for damages asserted by various third parties. In response, Control has filed a counterclaim against Simon and various subsidiaries, including Town Center at Cobb, LLC, asserting several breach of contract claims. Simon’s claims against Control amount to approximately $3,463,823. The amount sought by Control is $886,491. |
● | With respect to the Mortgage Loan secured by the related Mortgaged Property identified on Annex A-1 to this prospectus supplement as Battelle Campus, representing 4.6% of the Cut-off Date Pool Balance, the sponsor of the related borrower executed a personal guaranty in connection with financing provided to an affiliate by the Bank of Whitman to purchase two defaulted notes. The sponsor alleges that the terms of the financing were modified to terminate the guaranty. In 2011, the FDIC was appointed as receiver for the Bank of Whitman. The FDIC alleges that no evidence of the guaranty’s termination is in the Bank of Whitman’s official records, and, in response to sponsor’s filing of a declaratory judgment action to nullify the guaranty, has sued to collect on the guaranty and related promissory note (the outstanding principal balance is approximately $4.2 million). |
● | In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 of this prospectus supplement as US Bank Centre, representing approximately 1.7% of the Cut-off Date Pool Balance, one of the guarantors, Scott A. Wolstein, is a defendant in an action for failure to pay a judgment in the amount of $1,145,247.88 against Wolstein Business Enterprises, L.P., S.A.W. Trust and Wolstein Business Enterprises, Inc., which are affiliates of one of the sponsors. The complaint alleges that Mr. Wolstein defaulted in his obligation to fund the S.A.W. Trust with $5 million in connection with his divorce. On June 18, 2012, Mr. Wolstein filed a motion for summary judgment seeking dismissal of the case, on the basis that he asserts that there is no legal or factual basis for the claim against him personally. |
● | In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Liberty Square, which Mortgage Loan represents 0.5% of the Cut-off Date Pool Balance, the sponsor of the related borrower |
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is currently contesting a summary judgment motion granted to a lender on an unrelated loan whereby the court in question determined that the sponsor is liable under its nonrecourse guaranty of such unrelated loan in connection with violations of the special purpose entity provisions in the related loan documents. If the sponsor is unsuccessful in contesting such judgment, its liability could be in excess of $4 million. |
● | With respect to twenty-two (22) Mortgage Loans representing approximately 38.0% of the Cut-off Date Pool Balance, within the last ten (10) years either (a) sponsors (or affiliates thereof) have previously sponsored real estate projects (including in some such cases, the particular Mortgaged Property or Properties referenced above in this sentence) that became the subject of foreclosure proceedings or a deed-in-lieu of foreclosure or (b) the Mortgage Loan refinanced a prior loan secured by the related Mortgaged Property which prior loan was the subject of a discounted payoff, short sale or other restructuring. See “Risk Factors—Risks Related to the Mortgage Loans—Prior Bankruptcies or Other Proceeding May Be Relevant to Future Performance” in this prospectus supplement. |
● | With respect to the Mortgage Loan secured by the related Mortgaged Property identified on Annex A-1 to this prospectus supplement as 100 Church Street, representing 11.5% of the Cut-off Date Pool Balance, the sponsor of the related borrower acquired its controlling ownership interest therein following the exercise in January 2010 of its remedies as a mezzanine lender to the predecessor owner following a maturity default in the mezzanine loan. |
● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Northridge Fashion Center, representing approximately 6.9% of the Cut-off Date Pool Balance, GGP Limited Partnership, filed for Chapter 11 Bankruptcy on April 16, 2009. On or about the same date, approximately 160 property level subsidiaries of General Growth Properties, Inc. (“GGP”), including the borrowers related to Northridge Fashion Center Mortgaged Property, notwithstanding that many of those subsidiaries were not insolvent at the time of the bankruptcy filing. While the bankruptcy court specifically declined to substantively consolidate the assets of any property level subsidiary with the assets of GGP or any of its affiliates so as to treat all the related parties as a single bankrupt entity, the court did deny motions brought by various property-level lenders to dismiss the bankruptcy cases of these property-level borrowers as being made in bad faith. Furthermore, over the objection of property level lenders, as part of the post-petition debtor-in-possession financing for GGP, the court permitted the use of cash generated from these subsidiary properties in excess of amounts necessary to pay interest (at the pre-petition rate) to be distributed to the bankrupt parent entities for general corporate purposes. The court did, however, require “adequate protection” be given to the lenders of the bankrupt property level borrowers in the form of a first lien on the cash collateral account where cash distributed to the bankrupt parent entities was on deposit. GGP Limited Partnership emerged from bankruptcy on November 8, 2010. Certain characteristics of this loan, such as a cash management system that commingles funds of the borrowers with those of its affiliates and parents, remain substantially similar to the structure employed by General Growth Properties, Inc. and these borrowers prior to their bankruptcy filings in 2009. As a result, there can be no |
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assurance that the Northridge Fashion Center loan borrower will not successfully file for bankruptcy as a result of the insolvency or other financial distress of its parents or affiliates. |
● | With respect to the Mortgage Loan secured by the related Mortgaged Property identified on Annex A-1 to this prospectus supplement as Battelle Campus, representing 4.6% of the Cut-off Date Pool Balance, Centurion Properties, III, LLC (“Centurion”), a sponsor-affiliate and predecessor-in-interest to the borrower was the subject of a bankruptcy proceeding. In 2006 the sponsor arranged acquisition financing in the amount of $67 million from General Electric Capital Corporation (“GECC”) to purchase a portfolio of properties which included the Mortgaged Property. As a condition to the loan, GECC required additional equity, and the sponsor brought in additional partners to fund $5 million of the purchase price and act as additional carve-out guarantors. In July 2007, without the knowledge or consent of either the sponsor or GECC, and in violation of both the GECC loan documents and Centurion’s organizational documents, the additional equity partners pledged their interest in the portfolio collateral (including the Mortgaged Property) to Centrum Financial Services (“Centrum”) to fund unrelated projects and cover other obligations. This additional debt was discovered by the sponsor when he attempted to refinance the GECC debt, and he filed a lawsuit in February 2010 against the additional equity partners and Centrum. Eventually the sponsor purchased Centurion’s non-GECC debt and proposed a bankruptcy plan to remove the current ownership, recognize a sponsor affiliate as the sole owner of Centurion, clear title of all illegal liens and approve a modification of the GECC debt that included an extension, and prepayment incentives. On December 15, 2011 the bankruptcy court approved the related borrower’s bankruptcy plan. An order was entered by the bankruptcy court on July 5, 2012 closing the bankruptcy. |
● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Forrest Hollow Estates MHP, representing 0.1% of the Cut-off Date Pool Balance, a borrower sponsor was, in 1974, convicted of aggravated robbery with a deadly weapon and sentenced to five (5) years in prison. He was paroled in 1976 and received a clemency discharge in 1978. In 1992, he was fined $100,000 in connection with an SEC violation and barred from any association with a member NASD firm. |
● | Ten (10) of the Mortgaged Properties, the aggregate allocated loan amounts of which represent 28.7% of the Cut-off Date Pool Balance, have dark space (i.e., leased, but not occupied space) or have occupied space underwritten as vacant due to tenant delinquencies or other credit issues. In certain circumstances, in order to mitigate potential risks associated with the vacant space, a cash collateral reserve was retained by the related lender in connection with the origination of the related Mortgage Loan. See Annex A-1 to this prospectus supplement and the accompanying footnotes for additional information with respect to these Mortgage Loans. |
● | Nine (9) Mortgaged Properties, the aggregate allocated loan amounts of which represent 26.6% of the Cut-off Date Pool Balance, have tenants that have taken possession of the space demised under the related lease with the related borrower, but have not yet commenced payments of rent due under the related lease or have tenants that have executed leases but have not taken possession or commenced payment of rent. In certain circumstances, an escrow reserve related to free rent periods and tenant improvement costs and leasing commissions due in connection with |
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such leases was funded at closing. See Annex A-1 to this prospectus supplement and the accompanying footnotes for additional information with respect to these Mortgage Loans. |
● | Fifteen (15) of the Mortgaged Properties, the aggregate allocated loan amounts of which represent 25.3% of the Cut-off Date Pool Balance, have certain tenants at the related Mortgaged Properties or other third parties that hold purchase options, rights of first refusal or rights of first offer to purchase their related pad site or, in some cases, the related Mortgaged Property. See also representation (8) on Annex C-1 to this prospectus supplement and the exceptions thereto on Annex C-2 to this prospectus supplement. |
● | Seven (7) of the Mortgage Loans, representing 12.0% of the Cut-off Date Pool Balance, are secured by Mortgaged Properties that are each leased to a single tenant. See “Risk Factors—Risks Related to the Mortgage Loans—Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted, Which Could Reduce Distributions on Your Certificates” and “—Renewal, Termination and Expiration of Leases and Reletting Entails Risks That May Adversely Affect Your Investment” in this prospectus supplement, and Annex A-1 to this prospectus supplement. |
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● | Certain tenants may have the right to terminate the related lease or abate or reduce the related rent if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations. |
● | Certain leases may permit the affected tenants to terminate their leases or abate rent prior to the stated lease expiration date for no reason after a specified period of time following commencement of the lease and/or solely upon notice to the landlord. |
● | Certain of the Mortgaged Properties may have tenants that sublet a portion of their space or may intend to sublet out a portion of their space in the future. |
● | Certain of the tenant leases for the retail Mortgaged Properties permit the related tenant to terminate its leases and/or abate or reduce rent if the tenant fails to meet certain sales targets or other business objectives for a specified period of time. We cannot assure you that all or any of these tenants will meet the sales targets or business objectives required to avoid any termination and/or abatement rights. |
● | Several tenant leases for the retail Mortgaged Properties permit the related tenant to terminate its lease and/or abate or reduce rent if another specific tenant vacates its space or occupancy at the subject Mortgaged Property falls below a specified level. |
● | Further, certain of the tenant leases for the other retail Mortgaged Properties may permit affected tenants to terminate their leases if a tenant at an adjacent or nearby property terminates its lease or goes dark. |
● | In addition to termination options tied to certain triggers as set forth above common with respect to retail properties, certain tenant leases permit the related tenant to terminate its lease without any such triggers. |
● | See Annex A-1 to this prospectus supplement for information regarding certain termination options held by the five largest tenants at each Mortgaged Property. |
● | With respect to the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Brennan Industrial Portfolio—Hannibal (the “Hannibal Property”), which is part of a portfolio of Mortgaged Properties securing a Mortgage Loan representing 7.9% of the Cut-off Date Pool Balance, the sole tenant of the Hannibal Property, representing 28.0% of the Underwritten NOI for the related Mortgage Loan, is Hannibal Industries, Inc., which is a former owner of the Hannibal Property. Hannibal Industries, Inc. maintains its headquarters and conducts its operations at the Hannibal Property. In response to a request for a tenant estoppel, Hannibal Industries, Inc. has stated that it believes that its current rent is above market rents for similar properties and that it cannot make any representations or warranties about its ability to make rental payments in the future. Prior to the acquisition of the Hannibal Property by the related borrower, the tenant sought to re-purchase the Hannibal Property in October 2011 and requested a rent reduction or abatement of $125,000 per month in May 2012. Neither the prior owner of the Hannibal Property nor the related borrower has agreed to such a rent reduction or abatement. See “Risk Factors—Risks Related to the Mortgage Loans—Tenant Leases May Have Provisions That Could Adversely Affect Distributions on Your Certificates” in this prospectus supplement. |
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● | With respect to the Hannibal Property which is part of a portfolio of Mortgaged Properties securing a Mortgage Loan representing 7.9% of the Cut-off Date Pool Balance by allocated loan amount, the Phase I environmental site assessment conducted at the Hannibal Property indicated that such Mortgaged Property currently is used for light industrial metal products fabrication activities. The environmental site assessment concluded that historical industrial activities at such Mortgaged Property, including foundry and woodworking, and a prior gas station, impacted soil and groundwater. Seventeen (17) underground storage tanks were removed from the Mortgaged Property and fifteen (15) of those received administrative closure. The other two (2) former underground storage tanks impacted soil, and modeling predicted low level impacts to groundwater as well. Bioremediation was conducted and the underground storage tank incidents were recommended for regulatory closure. Soil vapor sampling did not detect any concentrations of concern. Additionally, former dry-cleaning chemical recycling at an adjacent third-party property impacted groundwater at the Mortgaged Property. The United States Environmental Protection Agency removed 1,600 drums of hazardous materials from the adjacent property. The environmental site assessment did not conclude that any further remediation actions are warranted for the former underground storage tanks at |
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the Mortgaged Property. An environmental Pollution and Remediation Legal Liability Policy was purchased for the Mortgaged Property by its previous owner, which names the Mortgaged Property owner and its related mortgagee as additional insureds. See “—Environmental Insurance” below. |
● | With respect to the Mortgaged Property (the “Progressive Metal Property”) identified on Annex A-1 to this prospectus supplement as Brennan Industrial Portfolio—Progressive Metal, which secures a Mortgage Loan representing 7.9% of the Cut-off Date Pool Balance by allocated loan amount, the environmental site assessment conducted at the Progressive Metal Property, indicated that such Mortgaged Property currently is used for light industrial metal products fabrication activities. A solvent recovery facility at an adjacent third-party property formally notified the Michigan state environmental agency that groundwater contamination caused by a release at that property is migrating to the Mortgaged Property. Groundwater and soil at the Mortgaged Property has been impacted by solvents, arsenic, and other hazardous constituents from the third-party property. Pursuant to Michigan state law, a baseline environmental assessment was prepared for the Mortgaged Property. The purpose of a baseline environmental assessment is to enable persons to purchase or begin operating at a property without being held liable under certain state environmental laws for existing contamination. Baseline environmental assessments document the specific types of existing contamination at the property being transferred so that existing contamination can be distinguished from any new releases that might occur after the new owner or operator takes over the property. An initial baseline environmental assessment at the Progressive Metal Property concluded that no past or current activities at the Progressive Metal Property had contributed to the contamination that migrated from off-site. A later baseline environmental assessment, which was submitted to the state environmental agency, was accompanied by a study to demonstrate that the Progressive Metal Property would exercise due care required under state law to ensure that existing contamination is not exacerbated or otherwise permitted to cause unacceptable risks. The environmental site assessment noted that the due care analysis is now five years old, and that since physical conditions can change the analysis should be kept up to date. The borrowers are required by the terms of the loan documents to conduct a baseline environmental assessment within the statutory 45 day period from acquisition of the Progressive Metal Property to qualify for the Michigan statutory defense to liability for the pre-existing contamination. We cannot assure you that at some future date the state will not conclude that such baseline environmental assessment is inadequate or that the Progressive Metal Property had not exercised necessary due care, or that the baseline environmental assessment will protect against potential liabilities under other federal or state laws. |
● | With respect to the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Northridge Fashion Center, representing approximately 6.9% of the Cut-off Date Pool Balance, the Phase I environmental site assessment (dated March 21, 2011) identified various recognized environmental conditions related to the Firestone pad site, including (i) various underground storage tank (“UST”) databases list the Firestone pad site, but no related UST records were available from the Los Angeles Fire Department; (ii) eight below ground hydraulic lifts have been used on-site for 23 years, and Phase II subsurface sampling was recommended to determine potential impacts, and (iii) a four-compartment clarifier used for filtering waste streams of oil and solvents has been used on-site for 23 years, and recommended Phase II subsurface sampling to determine potential impacts. While no Phase II testing was required in connection with loan origination, the Firestone lease obligates the tenant to maintain the demised premises in compliance with all laws and ordinances relating to tenant’s use. In addition, the loan documents include an environmental indemnity from GGPLP Real Estate, Inc., which had a stated net worth of $3 billion and liquidity of $27.2 million (including cash, short-term accounts receivable and notes receivable) as of December 31, 2010. |
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● | With respect to the Mortgage Loan secured by the related Mortgaged Property identified on Annex A-1 to this prospectus supplement as Tower Automotive, representing 0.7% of the Cut-off Date Pool Balance, the Phase I environmental site assessment identified (i) oil/water separator units associated with assembly lines as recognized environmental condition, given chemicals used in manufacturing process; and (ii) staining in areas of oil/water separator systems. An environmental insurance policy issued by Great American Insurance Group, which has an A.M. Best Company rating of “A: XIV”, with a policy limit of $3,000,000 and subject to $25,000 deductible, was obtained to address the related risks. The environmental insurance policy is prepaid through May 3, 2020, approximately 35 months after the loan maturity. |
● | In the case of the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Liberty Square, which secures a Mortgage Loan representing 0.5% of the Cut-off Date Pool Balance, a Phase II environmental assessment indicated that the soil and ground water had been impacted by the release of chlorinated solvents from a dry cleaner at the Mortgaged Property. Accordingly, the borrower was required to obtain an environmental insurance policy for the benefit of the lender and, pending resolution of the issue, to escrow $500,000 with the lender for potential remedial costs. See “—Environmental Insurance” below. |
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● | the likelihood that a material casualty would occur that would prevent the Mortgaged Property from being rebuilt in its current form, and |
● | whether existing replacement cost hazard insurance or, if necessary, supplemental “law and ordinance coverage” would, in the event of a material casualty, be sufficient to satisfy the entire Mortgage Loan or, taking into account the cost of repair, be sufficient to pay down that Mortgage Loan to a level such that the remaining collateral would be adequate security for the remaining loan amount. |
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● | In the case of the Mortgage Loan secured by the Mortgaged Property identified on Annex A-1 to this prospectus supplement as Northridge Fashion Center, representing approximately 6.9% of the Cut-off Date Pool Balance, the tenant Sports Authority (8.4% of the net rentable area and 3.4% of underwritten base rent) was not in occupancy or paying rent as of the origination date, and there is no corresponding rent reserve or holdback for the period prior to rent commencement under the related lease, which represents an exception to the underwriting guidelines for Wells Fargo Bank. The tenant has signed the lease, and the landlord has delivered the building shell as required by the lease. The tenant is obligated to complete interior finish-out and take other actions necessary to open for business, but, unless the tenant accepts delivery of the building shell earlier than the date the lease requires, rent will not commence until on or about October 15, 2012. Wells Fargo Bank’s decision to include the Mortgage Loan notwithstanding this exception was supported by a substantial tenant improvement reserve, and the Mortgage Loan’s having a 1.36x debt service coverage ratio excluding rent associated with the Sports Authority lease. Certain characteristics of the Mortgage Loan can be found on Annex A-1 and Annex A-3 to this prospectus supplement. |
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● | In the case of the Mortgage Loan secured by the Mortgaged Property identified in Annex A-1 to this prospectus supplement as Battelle Campus, representing 4.6% of the Cut-off Date Pool Balance, the Underwritten Debt Service Coverage Ratio is 1.18x based on 22-year amortization schedule (less than the minimum 1.20x based on the actual amortization). The Mortgaged Property is leased to an investment grade tenant (Battelle Memorial Institute, which is rated “A+” Stable by Standard & Poor’s Ratings Service (“S&P”)) that has occupied all the buildings since they were constructed. Battelle Memorial Institute is responsible for all leasing costs including tenant improvements, for which it is contractually reimbursed by the United States Government. In addition there is a hard lockbox with cash management in place. Based on the investment grade rating of the tenant, historical performance of the tenant at the Mortgaged Property and the Mortgage Loan structure, Wells Fargo Bank approved inclusion of the mortgage loan into this transaction. Certain characteristics of the Mortgage Loan can be found on Annex A-1 and Annex A-3 to this prospectus supplement. |
● | In the case of the Mortgage Loan secured by the Mortgaged Property identified in Annex A-1 to this prospectus supplement as Holiday Inn Disneyland, representing 1.5% of the Cut-off Date Pool Balance, an underwriting exception was approved with respect to the guideline that the maximum underwritten occupancy not exceed 75%. The Holiday Inn Disneyland historical occupancy was 71.6% in 2009, 84.9% in 2010, 83.4% in 2011 and 82.3% based on the estimated trailing 12 months through April of 2012, but the underwritten occupancy was approved at 80.0%. Based on stronger recent performance and an original in-place property improvement plan reserve of $2,113,850 that is expected to maintain the quality and appeal of the property, Wells Fargo Bank approved inclusion of the mortgage loan into this transaction. Certain characteristics of the Mortgage Loan can be found on Annex A-1 and Annex A-3 to this prospectus supplement. |
● | either— |
1. | the original mortgage note(s) evidencing that Mortgage Loan, or |
2. | if any original mortgage note has been lost, a copy of that note, together with a lost note affidavit and indemnity; |
● | the original or a copy of the mortgage, together with originals or copies of any intervening assignments of the mortgage; |
● | the original or a copy of any separate assignment of leases and rents, together with originals or copies of any intervening assignments of that assignment of leases and rents; |
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1. | an executed assignment of the mortgage in favor of the Trustee, in recordable form except for missing recording information relating to a mortgage that has not been returned from the applicable recording office, or |
2. | a certified copy of that assignment as sent for recording; |
1. | an executed assignment of any separate assignment of leases and rents in favor of the Trustee, in recordable form except for missing recording information relating to an assignment of leases and rents that has not been returned from the applicable recording office, or |
2. | a certified copy of that assignment as sent for recording; |
● | an original or copy of the related policy or certificate of lender’s title insurance policy, or if a title insurance policy has not yet been issued, a “marked-up” commitment for title insurance or a pro forma policy; and |
● | if a material portion of the interest of the borrower in the related Mortgaged Property consists of a leasehold interest, the original or a copy of the related ground lease. |
● | any of the documents required to be delivered by a Mortgage Loan Seller to the Custodian is not delivered or is otherwise defective, and |
● | that omission or defect materially and adversely affects the value of the mortgage loan or the interests of the Certificateholders, or any of them, therein, including, but not limited to, a material and adverse effect on any of the distributions distributable with respect to any of the Certificates or on the value of those Certificates, |
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● | there exists a breach of any of the above-described representations and warranties made by a Mortgage Loan Seller, and |
● | that breach materially and adversely affects the value of the mortgage loan or the interests of the Certificateholders, |
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● | cure the material breach or the material document defect in all material respects; |
● | repurchase the affected Mortgage Loan at the applicable Purchase Price; or |
● | prior to the second anniversary of the Closing Date, so long as it does not result in a qualification, downgrade or withdrawal of any rating assigned by the Rating Agencies to the Certificates, as confirmed in writing by each of the Rating Agencies (unless any such Rating Agency elects not to review the matter), replace the affected Mortgage Loan with a substitute Mortgage Loan that satisfies the terms of the related Mortgage Loan Purchase Agreement, including without limitation, that— |
1. | has comparable payment terms to those of the Mortgage Loan that is being replaced, and |
2. | is acceptable to the Subordinate Class Representative (during any Subordinate Control Period or Collective Consultation Period). |
● | the Purchase Price, exceeds |
● | the Stated Principal Balance of the substitute mortgage loan as of the date it is added to the Trust. |
● | the outstanding principal balance of that Mortgage Loan less any Loss of Value Payment available to reduce the principal balance; |
● | all accrued and unpaid interest on that Mortgage Loan generally through the Due Date in the collection period of purchase, other than Default Interest; |
● | all unreimbursed Servicing Advances with respect to that Mortgage Loan, together with any unpaid interest on those advances owing to the party or parties that made them; |
● | all Servicing Advances with respect to that Mortgage Loan that were reimbursed out of collections on or with respect to other Mortgage Loans in the Trust Fund; |
● | all accrued and unpaid interest on any monthly debt service advances made with respect to the subject Mortgage Loan; and |
● | in the case of a repurchase or substitution of a defective Mortgage Loan by a Responsible Repurchase Party, (1) all related special servicing fees and, to the extent not otherwise included, other related Additional Trust Fund Expenses (including without limitation any liquidation fee payable in connection with the applicable purchase or repurchase), and (2) to the extent not otherwise included, any costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee or an agent of any of them, on behalf of |
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the Trust Fund, in enforcing any obligation of a Responsible Repurchase Party to repurchase or replace the Mortgage Loan. |
● | accrues on a Defaulted Mortgage Loan solely by reason of the subject default, and |
● | is in excess of all interest accrued on the Mortgage Loan at the related mortgage interest rate. |
● | the Responsible Repurchase Party (at its expense) delivers or causes to be delivered to the Trustee an opinion of counsel to the effect that its repurchase of only those Mortgage Loans affected by the material defect or breach (without regard to the provisions of this paragraph) will not result in an Adverse REMIC Event under the Pooling and Servicing Agreement, and |
● | each of the following conditions would be satisfied if the Responsible Repurchase Party were to repurchase or replace only those affected Mortgage Loans (and not the other loans in the group): |
1. | the debt service coverage ratio for all those other loans (excluding the affected loan(s)) for the four calendar quarters immediately preceding the repurchase or replacement is not less than the least of (A) 0.10x below the debt service coverage ratio for the group (including the affected loans) set forth in Annex A-1 to this prospectus supplement, (B) the debt service coverage ratio for the group (including the affected loans) for the four preceding calendar quarters preceding the repurchase or replacement and (C) 1.25x; |
2. | the loan-to-value ratio for the other loans in the group is not greater than the greatest of (A) the loan-to-value ratio for the group (including the affected loan(s)) set forth in Annex A-1 to this prospectus supplement plus 10%, (B) the loan-to-value ratio for the group (including the affected loan(s)) at the time of repurchase or replacement, and (C) 75%; and |
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3. | the exercise of remedies against the primary collateral of any Mortgage Loan in the group will not impair the ability to exercise remedies against the primary collateral of the other Mortgage Loans in the group. |
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● | any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; |
● | casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Wells Fargo Bank to be sufficient to pay off the related mortgage loan in full; |
● | the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Wells Fargo Bank’s judgment constitute adequate security for the related mortgage loan; |
● | whether a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or |
● | to require the related borrower to obtain law and ordinance insurance and/or alternative mitigant is in place. |
● | Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Wells Fargo Bank with sufficient funds to satisfy all taxes and assessments. Tax escrows may not be required if a single tenant property and the tenant is required to pay taxes directly. Wells Fargo Bank may waive this escrow requirement under certain circumstances. |
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● | Insurance—If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Wells Fargo Bank with sufficient funds to pay all insurance premiums. Insurance escrows may not be required if, (i) the borrower maintains a blanket insurance policy, or (ii) if a single tenant property (which may include ground leased tenants) and the tenant is required to maintain property insurance. Wells Fargo Bank may waive this escrow requirement under certain circumstances. |
● | Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type. Replacement reserves may not be required if the related mortgaged property is a single tenant property and the related tenant is responsible for all repairs and maintenance, including those required with respect to the roof and improvement structure. Wells Fargo Bank may waive this escrow requirement under certain circumstances. |
● | Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the mortgage loan, Wells Fargo Bank generally requires that at least 115% to 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan. Wells Fargo Bank may waive this escrow requirement or adjust the timing to complete repairs under certain circumstances. |
● | Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. Tenant Improvement/Lease Commissions may not be required for single tenant properties with leases that extend beyond the loan term or where rent at the mortgaged property is considered below market. Wells Fargo Bank may waive this escrow requirement under certain circumstances. |
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● | comparing the information in the Wells Fargo Bank Data Tape against various source documents provided by Wells Fargo Bank; |
● | comparing numerical information regarding the Wells Fargo Bank Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the information contained in the Wells Fargo Bank Data Tape; and |
● | recalculating certain percentages, ratios and other formulae relating to the Wells Fargo Bank Mortgage Loans disclosed in this prospectus supplement. |
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Name of Issuing Entity(1) | Check if Registered | Name of Originator | Total Assets in ABS by Originator(2) | Assets That Were Subject of Demand(3) | Assets That Were Repurchased or Replaced(3)(4) | Assets Pending Repurchase or Replacement (within cure period)(3)(5) | Demand in Dispute (3)(6) | Demand Withdrawn(3)(7) | Demand Rejected(3) | ||||||||||||||
# | $ | % of principal balance | # | $ | % of principal balance | # | $ | % of principal balance | # | $ | % of principal balance | # | $ | % of principal balance | # | $ | % of principal balance | # | $ | % of principal balance | |||
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | (n) | (o) | (p) | (q) | (r) | (s) | (t) | (u) | (v) | (w) | (x) |
Asset Class –Commercial Mortgages(1) | |||||||||||||||||||||||
Wachovia Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates Series 2006- C28 | X | Wachovia Bank, National Association | 113 | 2,502,246,884.83 | 69.60 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 |
CIK #: 1376448 | Nomura Credit & Capital, Inc. | 44 | 823,722,922.57 | 22.91 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | |
Artesia Mortgage Capital Corporation(8) | 50 | 269,226,893.21 | 7.49 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0.00 | 1 | 13,737,367.59 | 0.42 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | ||
Issuing Entity Subtotal | 207 | 3,595,196,700.61 | 100.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0.00 | 1 | 13,737,367.59 | 0.42 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | ||
Commercial Mortgages Asset Class Total | 207 | 3,595,196,700.61 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0 | 0.00 | 0.00 | 1 | 13,737,367.59 | 0 | 0.00 | 0.00 | 0 | 0.00 | 0.00 | ||||
# | $ | % | # | $ | % | # | $ | % | # | $ | % | # | $ | % | # | $ | % | # | $ | % |
(1) | In connection with the preparation of this table, Wells Fargo Bank undertook the following steps to gather the information required by Rule 15Ga-1 (“Rule 15Ga-1”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) identifying all asset-backed securities transactions in which Wells Fargo Bank (or a predecessor) acted as a securitizer, (ii) performing a diligent search of the records of Wells Fargo Bank and the records of affiliates of Wells Fargo Bank that acted as securitizers in transactions of commercial mortgage loans for all relevant information, (iii) reviewing appropriate documentation from all relevant transactions to determine the parties responsible for enforcing representations and warranties, and any other parties who might have receive repurchase requests (such parties, “Demand Entities”), and (iv) making written request of each Demand Entity to provide any information in its possession regarding requests or demands to repurchase any loans for breach of a representation or warranty with respect to any relevant transaction. In this effort, Wells Fargo Bank made written requests of all trustees and unaffiliated co-sponsors of applicable commercial mortgage backed securities transactions. Wells Fargo Bank followed up written requests made of Demand Entities as it deemed appropriate. In addition, Wells Fargo Bank requested information from master servicers, special servicers, trustees and other Demand Entitles as to demands (from investors or others) that occurred prior to July 22, 2010. It is possible that this disclosure does not contain information about all investor demands upon those parties made prior to July 22, 2010. |
The repurchase activity reported herein is described in terms of a particular loan’s status as of the end of the reporting period (for columns j-x). | |
(2) | “Originator” generally refers to the party identified in securities offering materials at the time of issuance for purposes of meeting applicable SEC disclosure requirements (for columns d-f). |
(3) | Includes only new demands received during the reporting period. (For columns g-i) |
In the event demands were received in prior reporting periods, such activity is being reported as assets pending repurchase or replacement within the cure period (columns m/n/o) or as demands in dispute (columns p/q/r), as applicable, until the earlier of the reporting of (i) the repurchase or replacement of such asset (columns j/k/l), (ii) the withdrawal of such demand (columns s/t/u), or (iii) the rejection of such demand (columns v/w/x), as applicable. | |
(4) | Includes assets for which a reimbursement payment is in process and where the asset has been otherwise liquidated by or on behalf of the issuing entity at the time of initiation of such reimbursement process. Where an underlying asset has paid off or otherwise been liquidated by or on behalf of the issuing entity (other than via a repurchase by the obligated party) during a reporting period, the corresponding principal balance utilized in calculating columns (g) through (x) shall be zero. (For columns j-l) |
(5) | Includes assets which are subject to a demand and within the cure period, but where no decision has yet been made to accept or contest the demand. (For columns m-o) |
(6) | Includes assets pending repurchase or replacement outside of the cure period. (For columns p-r) |
(7) | Includes assets for which a reimbursement payment is in process, and where the asset has not been repurchased or replaced and remains in the transaction. Also includes assets for which the requesting party rescinds or retracts the demand in writing. (For columns s-u) |
(8) | On September 29, 2011, Dexia Real Estate Capital Markets (“Dexia”) (formerly known as Artesia Mortgage Capital Corporation) received a letter from CWCapital Asset Management LLC as Special Servicer for the issuing trust demanding that Dexia cure alleged defects in the documentation of Loan #58 Marketplace Retail & Office Center. By letter dated December 29, 2011, Dexia rejected the issuing trust’s demand. As of April 30, 2012, Dexia has received no response from the issuing trust. |
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● | Fixed rate mortgage loans generally having maturities between five and ten years and secured by commercial real estate such as office, retail, hospitality, multifamily, residential, healthcare, self-storage and industrial properties. These loans are The Royal Bank of Scotland’s principal loan product and are primarily originated for the purpose of securitization. |
● | Floating rate loans generally having shorter maturities and secured by stabilized and non-stabilized commercial real estate properties. These loans are primarily originated for securitization, though in certain cases only a senior interest in the loan is intended to be securitized. |
● | Subordinate mortgage loans and mezzanine loans. These loans are generally not originated for securitization by The Royal Bank of Scotland and are sold in individual loan sale transactions. |
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Year | Aggregate Principal Balance of Fixed Rate Loans Securitized by The Royal Bank of Scotland (approximate) | ||
2012(1) | $703,256,904 | ||
2011 | $2,091,364,407 | ||
2010 | $237,100,000 |
(1) | Through June 30, 2012. |
The Royal Bank of Scotland’s Underwriting Standards |
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● | Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the lender with sufficient funds to satisfy all taxes |
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and assessments. The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances including, but not limited to, (i) where a tenant is required to pay the taxes directly, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., less than 60%). |
● | Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the lender with sufficient funds to pay all insurance premiums. The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a property is covered by a blanket insurance policy maintained by the borrower or sponsor, (ii) where there is institutional sponsorship or a high net worth individual, (iii) where an investment grade tenant is responsible for paying all insurance premiums, or (iv) where there is a low loan-to-value ratio (i.e., less than 60%). |
● | Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan plus two years. The Royal Bank of Scotland relies on information provided by an independent engineer to make this determination. The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where an investment grade tenant is responsible for replacements under the terms of its lease, (ii) where there is institutional sponsorship or a high net worth individual, or (iii) where there is a low loan-to-value ratio (i.e., less than 60%). |
● | Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, The Royal Bank of Scotland generally requires that at least 115% - 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan. The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where a secured creditor insurance policy or borrower insurance policy is in place, or (ii) where an investment grade party has agreed to take responsibility, and pay, for any required repair or remediation. |
● | Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. The Royal Bank of Scotland may waive this escrow requirement under appropriate circumstances, including, but not limited to, (i) where there is institutional sponsorship or a high net worth individual, (ii) where tenant improvement costs are the responsibility of investment grade tenants who do not have termination rights under their leases, (iii) where rents at the mortgaged property are considered to be significantly below market, (iv) where no material leases expire within the mortgage loan term, or (v) where there is a low loan-to-value ratio (i.e., less than 60%). |
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● | comparing the information in The Royal Bank of Scotland Data Tape against various source documents provided by The Royal Bank of Scotland; |
● | comparing numerical information regarding The Royal Bank of Scotland’s Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the information contained in The Royal Bank of Scotland Data Tape; and |
● | recalculating certain percentages, ratios and other formulae relating to The Royal Bank of Scotland’s Mortgage Loans disclosed in this prospectus supplement. |
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Repurchase Requests |
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General |
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● | Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the estimated annual property taxes are required to provide PMCC with sufficient funds to satisfy all taxes and assessments. PMCC may waive this escrow requirement under certain circumstances. |
● | Insurance—If the property is insured under an individual policy (i.e. the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide PMCC with sufficient funds to pay all insurance premiums. PMCC may waive this escrow requirement under certain circumstances. |
● | Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type. PMCC may waive this escrow requirement under certain circumstances. |
● | Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the mortgage loan, PMCC generally requires that at least 115% to 125% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan. PMCC may |
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waive this escrow requirement or adjust the timing to complete repairs under certain circumstances. |
● | Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the mortgage loan term. To mitigate this risk with respect to retail and office properties, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. PMCC may waive this escrow requirement under certain circumstances. |
● | comparing the information in the Liberty Island Data Tape against various source documents provided by Liberty Island and PMCC; |
● | comparing numerical information regarding the Liberty Island Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the information contained in the Liberty Island Data Tape; and |
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● | recalculating certain percentages, ratios and other formulae relating to the Liberty Island Mortgage Loans disclosed in this prospectus supplement. |
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2010(a) | 2011 | 2012(d) | ||||||||||
No. of Loans | Approximate Aggregate Principal Balance of Loans at Origination, Purchase or Securitization | No. of Loans | Approximate Aggregate Principal Balance of Loans at Origination, Purchase or Securitization | No. of Loans | Approximate Aggregate Principal Balance of Loans at Origination, Purchase or Securitization | |||||||
Originations | 5 | $30,090,000 | 34 | $217,588,500 | 38 | $178,066,000 | ||||||
Acquisitions | 0 | $0 | 2 | $8,830,000 | 0 | $0 | ||||||
Securitizations(b) | 0 | $0 | 30(c) | $181,834,330(c) | 32 | $135,296,265 |
(a) | C3CM was organized on June 9, 2010. |
(b) | Excludes mortgage loans sold to issuers of collateralized debt obligations managed or administered by an affiliate of C3CM. |
(c) | Reflects two (2) securitization transactions. |
(d) | Reflects activity from January 1, 2012 to June 30, 2012. |
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2010(a) | 2011 | 2012(c) | ||||||||||
No. of Loans | Approximate Aggregate Principal Balance of Loans at Origination, Purchase or Securitization | No. of Loans | Approximate Aggregate Principal Balance of Loans at Origination, Purchase or Securitization | No. of Loans | Approximate Aggregate Principal Balance of Loans at Origination, Purchase or Securitization | |||||||
Originations | 5 | $41,727,500 | 17 | $169,314,500 | 5 | $70,300,000 | ||||||
Acquisitions | 0 | $0 | 1 | $35,000,000 | 0 | $0 | ||||||
Securitizations(b) | 0 | $0 | 0 | $0 | 0 | �� $0 |
(a) | C3CM was organized on June 9, 2010. |
(b) | Excludes mortgage loans sold to issuers of collateralized debt obligations managed or administered by an affiliate of C3CM. |
(c) | Reflects activity from January 1, 2012 to June 30, 2012. |
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● | Appraisals. Independent appraisals or an update of an independent appraisal will generally be required in connection with the origination of each mortgage loan that meets the requirements of the “Uniform Standards of Professional Appraisal Practice” as adopted by the Appraisal Standards Board of the Appraisal Foundation, or the guidelines in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. In some cases, however, the value of the subject real property collateral may be established based on a cash flow analysis, a recent sales price or another method or benchmark of valuation, although such is not the case with the C3CM Mortgage Loans. |
● | Environmental Assessment. In most cases, a Phase I environmental assessment will be required with respect to the real property collateral for a prospective multifamily, manufactured housing community or commercial mortgage loan. However, when circumstances warrant, an update of a prior environmental assessment, a transaction screen or a desktop review may be utilized. Alternatively, in limited circumstances, an environmental assessment may not be required, such as when the benefits of an environmental insurance policy or an environmental guarantee have been obtained. Furthermore, an environmental assessment conducted at any particular real property collateral will not necessarily cover all potential environmental issues. For example, an analysis for radon, lead-based paint, mold and lead in drinking water will usually be conducted only at multifamily rental properties and only when the originator or an environmental consultant believes that such an analysis is warranted under the circumstances. |
● | Engineering Assessment. In connection with the origination process, in most cases, it will be required that an engineering firm inspect the real property collateral for any prospective multifamily, manufactured housing community or commercial mortgage loan to assess the structure, exterior walls, roofing, interior structure and/or mechanical and electrical systems. Based on the resulting report, the appropriate response will be determined to any recommended repairs, corrections or replacements and any identified deferred maintenance. The resulting reports on some of the |
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properties may indicate a variety of deferred maintenance items and recommended capital expenditures. In some instances, the repairs or maintenance are completed before closing or cash reserves are established to fund the deferred maintenance or replacement items or both. |
● | Seismic Report. Generally, a seismic report is required for all properties located in seismic zones 3 or 4. |
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● | Taxes—Monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are typically required to satisfy real estate taxes and assessments, except that such escrows are |
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not required in certain circumstances, including, but not limited to, (i) if there is an institutional property sponsor or high net worth individual property sponsor, or (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is required to pay taxes directly. |
● | Insurance—Monthly escrow deposits equal to 1/12th of the annual property insurance premium are typically required to pay insurance premiums, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related borrower maintains a blanket insurance policy, (ii) if and to the extent that a sole or major tenant (which may include a ground tenant) at the related mortgaged property is obligated to maintain the insurance or is permitted to self-insure, or (iii) if and to the extent that another third party unrelated to the applicable borrower (such as a condominium board, if applicable) is obligated to maintain the insurance. |
● | Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if and to the extent a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for all repairs and maintenance, or (ii) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs and maintenance absent creation of an escrow or reserve. |
● | Tenant Improvements / Leasing Commissions—In the case of retail, office and industrial properties, a tenant improvements / leasing commissions reserve may be required to be funded either at loan origination and/or during the related mortgage loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by significant tenants, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the related tenant’s lease extends beyond the loan term, (ii) if the rent for the space in question is considered below market, or (iii) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the anticipated leasing commissions or tenant improvement costs absent creation of an escrow or reserve. |
● | Deferred Maintenance—A deferred maintenance reserve may be required to be funded at loan origination in an amount typically equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property condition or engineering report, except that such escrows are not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee to complete the immediate repairs in a specified amount of time, (ii) if the deferred maintenance amount does not materially impact the function, performance or value of the property, (iii) if a tenant (which may include a ground tenant) at the related mortgaged property or other third party is responsible for the repairs, or (iv) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of repairs absent creation of an escrow or reserve. |
● | Environmental Remediation—An environmental remediation reserve may be required at loan origination in an amount typically equal to 100% to 125% of the estimated remediation cost identified in the environmental report, except that such escrows are |
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not required in certain circumstances, including, but not limited to, (i) if the sponsor of the borrower delivers a guarantee agreeing to take responsibility and pay for the identified environmental issues, (ii) if environmental insurance is obtained or already in place, (iii) if a third party unrelated to the borrower is identified as the responsible party or (iv) if C3CM determines that establishing an escrow or reserve is not warranted given the amounts that would be involved and C3CM’s evaluation of the ability of the property, the borrower or a holder of direct or indirect ownership interests in the borrower to bear the cost of remediation absent creation of an escrow or reserve. |
● | comparing the information in the C3CM data tape against various source documents obtained or provided by C3CM; |
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● | comparing numerical information regarding the C3CM Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the information contained in the C3CM data tape; and |
● | recalculating certain percentages, ratios and other formulae relating to the C3CM Mortgage Loans disclosed in this prospectus supplement. |
Repurchase Requests |
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General |
Basis’ Securitization Program |
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Basis’ Underwriting Standards and Processes |
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● | any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; |
● | casualty insurance proceeds together with the value of any additional collateral would be available in an amount estimated by Basis to be sufficient to pay off the related mortgage loan in full; |
● | the real property collateral, if permitted to be repaired or restored in conformity with current law, would in Basis’ judgment constitute adequate security for the related mortgage loan; |
● | whether a variance or other similar change in applicable zoning restrictions is potentially available, or whether the applicable governing entity is likely to enforce the related limitations; and/or |
● | to require the related borrower to obtain law and ordinance insurance and/or alternative mitigant is in place. |
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● | Taxes—Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide Basis with sufficient funds to satisfy all taxes and assessments. Basis may waive this escrow requirement under certain circumstances. |
● | Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide Basis with sufficient funds to pay all insurance premiums. Basis may waive this escrow requirement under certain circumstances. |
● | Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Basis may waive this escrow requirement under certain circumstances. |
● | Completion Repair/Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable mortgage loan, Basis generally requires that at least 120% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable mortgage loan. Basis may waive this escrow requirement under certain circumstances. |
● | Tenant Improvement/Lease Commissions—In most cases, various tenants have lease expirations within the loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the mortgage loan and/or during the related loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. Basis may waive this escrow requirement under certain circumstances. |
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Review of Mortgage Loans for Which Basis Real Estate Capital is the Sponsor |
● | comparing the information in the Basis Data Tape against various source documents provided by Basis; |
● | comparing numerical information regarding the Basis Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus supplement against the information contained in the Basis Data Tape; and |
● | recalculating certain percentages, ratios and other formulae relating to the Basis Mortgage Loans disclosed in this prospectus supplement. |
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Repurchase Requests |
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Commercial and Multifamily Mortgage Loans | As of 12/31/2009 | As of 12/31/2010 | As of 12/31/2011 | As of 3/31/2012 | ||||
By Approximate Number: | 41,703 | 39,125 | 38,132 | 37,406 | ||||
By Approximate Aggregate Unpaid Principal Balance (in billions): | $473.4 | $451.1 | $437.7 | $431.9 |
Period | Approximate Securitized Master-Serviced Portfolio (UPB)* | Approximate Outstanding Advances (P&I and PPA)* | Approximate Outstanding Advances as % of UPB | |||
Calendar Year 2009 | $370,868,977,095 | $492,576,563 | 0.13% | |||
Calendar Year 2010 | $350,208,413,696 | $1,560,768,558 | 0.45% | |||
Calendar Year 2011 | $340,642,112,537 | $1,880,456,070 | 0.55% | |||
YTD March 31, 2012 | $334,798,447,856 | $1,943,657,539 | 0.58% |
* | “UPB” means unpaid principal balance, “P&I” means principal and interest advances, “PPA” means property protection advances and “YTD” means year-to-date. |
Fitch | S&P | Morningstar | ||||
Primary Servicer: | CPS2+ | Above Average | MOR CS2 | |||
Master Servicer: | CMS2 | Above Average | MOR CS2 |
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● | provision of Strategy and Strategy CS software; |
● | tracking and reporting of flood zone changes; |
● | abstracting of leasing consent requirements contained in loan documents; |
● | legal representation; |
● | assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions and preparation of loan assumption package for review by Wells Fargo Bank; |
● | entry of new loan data; |
● | performance of property inspections; |
● | performance of tax parcel searches based on property legal description, monitoring and reporting of delinquent taxes, and collection and payment of taxes; and |
● | Uniform Commercial Code searches and filings. |
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Servicer Rating Type | Fitch | S&P | ||
Master Servicer | CMS2 | Above Average | ||
Primary Servicer | CPS1 | Strong | ||
Special Servicer | CSS2- | Above Average |
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Year-End | 2009 | 2010 | 2011 | |||
CMBS | $14,199,045,371 | $13,047,207,197 | $10,717,861,142 | |||
Total Loans | $63,747,026,733 | $66,600,906,918 | $68,410,689,362 |
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● | the Mortgage Loans; |
● | any and all payments under and proceeds of the Mortgage Loans received after the Cut-off Date, in each case exclusive of payments of principal, interest and other amounts due on or before that date; |
● | the loan documents for the Mortgage Loans (insofar as they are required to be delivered to the Trustee (or its Custodian)); |
● | certain rights with respect to the Mortgage Loans granted to us under the Mortgage Loan Purchase Agreements; |
● | any Mortgaged Property that is acquired for the benefit of the registered holder of a Certificate (a “Certificateholder” ) through foreclosure, deed-in-lieu of foreclosure or otherwise following a default on the corresponding Mortgage Loan (upon acquisition, each, an “REO Property” which such REO Property includes, (a) with respect to the Non-Serviced Loan Combinations, any interest in the related “REO Property” acquired with respect to such Non-Serviced Loan Combination pursuant to the WFRBS 2012-C7 Pooling and Servicing Agreement by or on behalf of the Trust Fund with respect to any such Non-Serviced Loan Combination, and (b) with respect to the Serviced Loan Combination, includes only the Trust’s interest therein and not the pro rata interest of the related Serviced Pari Passu Companion Loan); and |
● | those funds or assets as from time to time are deposited in the Collection Account described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Collection Account” in this prospectus supplement, the REO Account as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—REO Account”, the Distribution Account described under “—Distribution Account” below or the Interest Reserve Account described under “—Interest Reserve Account” below. |
● | the Class A-1, A-2, A-3, A-SB, A-S, B and C Certificates, which are the Classes of Certificates that are offered by this prospectus supplement (collectively, the “Offered Certificates”); and |
● | the Class X-A, X-B, A-FL, A-FX, D, E, F, G, H, V and R Certificates, which are the Classes of Certificates that— |
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1. | will be retained or privately placed by us, and |
2. | are not offered by this prospectus supplement. |
● | On the Closing Date, the Trust will also issue an uncertificated regular interest in REMIC III referred to in this prospectus supplement as the Class A-FX regular interest. The Class A-FX regular interest is not offered by this prospectus supplement. On the Closing Date, the Depositor will transfer the Class A-FX regular interest to the Trust in exchange for the Class A-FX and A-FL Certificates, which are also not offered by this prospectus supplement, and will be entitled to, among other amounts, the amounts distributed in respect of the Class A-FX regular interest. |
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● | All payments and other collections on the Mortgage Loans and any REO Properties in the Trust Fund, that are then on deposit in the Collection Account, exclusive of any portion of those payments and other collections that represents one or more of the following: |
1. | monthly debt service payments due on a Due Date in a collection period subsequent to the collection period related to the subject distribution date; |
2. | payments and other collections received by or on behalf of the Trust Fund after the end of the related collection period; |
3. | Authorized Collection Account Withdrawals, including— |
(a) | amounts payable to the Master Servicer or the Special Servicer as indemnification or as compensation, including master servicing fees, special servicing fees, workout fees, liquidation fees, assumption fees, Modification Fees and, to the extent not otherwise applied to cover interest on advances, late payment charges and Default Interest, |
(b) | amounts payable in reimbursement of outstanding advances, together with interest on those advances, |
(c) | amounts payable with respect to other Additional Trust Fund Expenses, |
(d) | amounts payable with respect to the Trust Advisor as trust advisor fees, |
(e) | amounts payable to the WFRBS 2012-C7 Master Servicer, the WFRBS 2012-C7 Special Servicer, the WFRBS 2012-C7 Certificate Administrator and the WFRBS 2012-C7 Trust Advisor with respect to reimbursement for costs or expenses, servicing advances, |
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compensation or indemnification related to the Non-Serviced Pari Passu Mortgage Loans, and |
(f) | amounts deposited in the Collection Account in error. |
● | Any advances of delinquent monthly debt service payments made by the Master Servicer with respect to those Mortgage Loans for that distribution date. |
● | Any payments made by the Master Servicer to cover Prepayment Interest Shortfalls incurred with respect to those Mortgage Loans during the related collection period. |
● | to make distributions on the Certificates; |
● | to pay itself, the tax administrator, the Master Servicer, the Special Servicer and the Trustee monthly fees that are described under “—Matters Regarding the Certificate Administrator and the Tax Administrator”, “The Trustee—Matters Regarding the Trustee” and “—Reports to Certificateholders; Available Information” below; |
● | to pay any indemnities and reimbursements owed to itself (in each of its capacities), the Trustee and various related persons as described under “—Matters Regarding the Certificate Administrator and the Tax Administrator” below; |
● | to pay for any opinions of counsel required to be obtained in connection with any amendments to the Pooling and Servicing Agreement; |
● | to pay any federal, state and local taxes imposed on the Trust Fund, its assets and/or transactions, together with all incidental costs and expenses, that are required to be borne by the Trust Fund as described under “Material Federal Income Tax Consequences—REMICs—Taxation of Owners of REMIC Residual Certificates—Prohibited Transactions Tax and Other Taxes” in the accompanying prospectus and “Servicing of the Mortgage Loans and Administration of the Trust Fund—REO Account” in this prospectus supplement; |
● | to pay itself net investment earnings earned on funds in the Distribution Account for each collection period; |
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● | to pay for the cost of recording the Pooling and Servicing Agreement in a public recording office, if determined to be beneficial to the Certificateholders and the Subordinate Class Representative consents; |
● | with respect to each distribution date during February of any year and each distribution date during January of any year that is not a leap year, to transfer to the Interest Reserve Account the interest reserve amounts required to be so transferred in that month with respect to the Mortgage Loans that accrue interest on an Actual/360 Basis; |
● | to pay to the person entitled thereto any amounts deposited in the Distribution Account in error; and |
● | to clear and terminate the Distribution Account upon the termination of the Pooling and Servicing Agreement. |
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● | the pass-through rate for that Class and interest accrual period; |
● | the aggregate principal balance or notional amount, as the case may be, of that Class outstanding immediately prior to the related distribution date; |
● | with respect to the Class A-FX regular interest and each Class of Certificates other than the Class A-FL Certificates, the assumption that each interest accrual period consists of 30 days and each year consists of 360 days; and |
● | with respect to the Class A-FL Certificates, the interest accrual period for any distribution date will be the period from and including the distribution date in the month preceding the month in which the related distribution date occurs (or, in the case of the first distribution date, the Closing Date) to, but excluding, the related distribution date. With respect to the Class A-FL Certificates, interest will be calculated based upon the actual number of days in the related interest accrual period and a year consisting of 360 days; provided that if the pass-through rate for the Class A-FL Certificates converts to a fixed rate, the interest calculation method and interest accrual period for the Class A-FL Certificates will be the same as the Class A-FX regular interest. |
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● | an amount equal to: |
1. | the total amount of interest accrued during the related interest accrual period with respect to that Class, reduced by |
2. | the portion of any Net Aggregate Prepayment Interest Shortfall (if any) for that distribution date that is allocable to that Class as described further below, and |
● | any shortfall between that amount as calculated for the prior distribution date and the amount of interest actually distributed on that Class on the prior distribution date. |
● | the total Prepayment Interest Shortfalls incurred with respect to the Mortgage Loans during the related collection period; over |
● | the sum of the total payments made by the Master Servicer to cover those Prepayment Interest Shortfalls. |
● | In the case of the Class B, C, D and E Certificates, the amount otherwise distributable in respect of interest on that distribution date will be reduced by the amount of Trust Advisor Expenses allocated to that Class as described under “—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” below (which excludes Designated Trust Advisor Expenses); |
● | If any such Trust Advisor Expenses were previously allocated to reduce the interest distributable on the Class B, C or D Certificates on a prior distribution date, the amount otherwise distributable in respect of interest on the Class B, C and D Certificates (in that order) will be increased (in each case, up to the amount of the |
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Trust Advisor Expenses previously so allocated to that Class), and the amount otherwise distributable in respect of interest on the Class E and (if necessary) Class D or C Certificates (in that order) will be reduced (in each case, up to the amount of interest otherwise distributable on that Class on the current distribution date); |
● | If any such Trust Advisor Expenses were previously allocated to the Class B, C, D or E Certificates, and the expenses are subsequently recovered from a source other than the borrowers under the Mortgage Loans or the related Mortgaged Properties, then, to the extent of any portion of such recovery remaining after application to reimburse the holders of any Principal Balance Certificates that suffered write-offs in connection with Trust Advisor Expenses (see “—Loss Reimbursement Amounts” below), the interest otherwise distributable on those Classes in the aggregate will be increased by the amount of that recovery, which aggregate increase will be allocated to the Class B, C, D and E Certificates, in that order, in each case up to the aggregate unrecovered amount of such Trust Advisor Expenses previously allocated to that Class; and |
● | If any Class of Principal Balance Certificates (other than the Class A-FX or A-FL Certificates) or the Class A-FX regular interest (and, therefore, the Class A-FX and A-FL Certificates) experiences a reinstatement of its principal balance on any distribution date under the limited circumstances that we describe under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below, then that Class will also be entitled (also subject to the Available Distribution Amount for that distribution date and the distribution priorities described under “—Priority of Distributions” below) to the interest that would have accrued (at its pass-through rate for the interest accrual period related to such distribution date) for certain prior interest accrual periods and interest will thereafter accrue on the principal balance of that Class (as calculated taking into account any such restorations and any reductions in such principal balance from time to time) at the pass-through rate for that Class in effect from time to time (such amounts of interest are referred to herein as “Recovered Interest Amounts”). |
● | the amount of that Net Aggregate Prepayment Interest Shortfall, multiplied by |
● | a fraction— |
1. | the numerator of which is the total amount of interest accrued during the related interest accrual period with respect to that Class of Certificates, and |
2. | the denominator of which is the total amount of interest accrued during the related interest accrual period with respect to all of the Principal Balance Certificates (other than the Class A-FX or A-FL Certificates) and the Class A-FX regular interest. |
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● | in the case of a Mortgage Loan that accrues interest on a 30/360 Basis, a rate per annum equal to the mortgage interest rate for that Mortgage Loan under its contractual terms in effect as of the Closing Date, minus the Administrative Fee Rate for that Mortgage Loan. |
● | in the case of a Mortgage Loan that accrues interest on an Actual/360 Basis, twelve times a fraction, expressed as a percentage— |
1. | the numerator of which fraction is, subject to adjustment as described below in this definition, an amount of interest equal to the product of (a) the number of days in the related interest accrual period, multiplied by (b) the Stated Principal Balance of that Mortgage Loan immediately preceding that distribution date, multiplied by (c) 1/360, multiplied by (d) a rate per annum equal to the mortgage interest rate for that Mortgage Loan under its contractual terms in effect as of the Closing Date, minus the related Administrative Fee Rate for that Mortgage Loan, and |
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2. | the denominator of which is the Stated Principal Balance of that Mortgage Loan immediately preceding that distribution date. |
1. | all payments of principal, including voluntary principal prepayments, received by or on behalf of the Trust Fund with respect to the Mortgage Loans during the related collection period, exclusive of any of those payments that represents a collection of principal for which an advance was previously made for a prior distribution date or that represents a monthly payment of principal due on or before the Cut-off Date for the related Mortgage Loan or on a Due Date for the related Mortgage Loan subsequent to the collection period for the subject distribution date, |
2. | all monthly payments of principal that were received by or on behalf of the Trust Fund with respect to the Mortgage Loans prior to, but that are due (or deemed due) during, the related collection period, |
3. | all other collections, including liquidation proceeds, condemnation proceeds, insurance proceeds and repurchase proceeds, that were received by or on behalf of the Trust Fund with respect to any of the Mortgage Loans or any related REO Properties (including any interest in an REO Property related to any Non-Serviced Pari Passu Companion Loan) during the related collection period and that were identified and applied by the Master Servicer as recoveries of principal of the subject Mortgage Loan(s), in each case net of any portion of the particular collection that represents a collection of principal for which an advance of principal was previously made for a prior distribution date or that represents a monthly payment of principal due on or before the Cut-off Date for the related Mortgage Loan, and |
4. | all advances of principal made with respect to the Mortgage Loans for that distribution date. |
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● | to the holders of the Class A-SB Certificates in an amount equal to the lesser of— |
1. | the Principal Distribution Amount for that distribution date, and |
2. | the excess of (a) the principal balance of the Class A-SB Certificates immediately prior to that distribution date over (b) the Class A-SB Planned Principal Balance for that distribution date; |
● | to the holders of the Class A-1 Certificates in an amount equal to the lesser of— |
1. | the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB Certificates pursuant to the immediately preceding bullet point), and |
2. | the principal balance of the Class A-1 Certificates immediately prior to that distribution date; |
● | to the holders of the Class A-2 Certificates in an amount equal to the lesser of— |
1. | the portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB and Class A-1 Certificates in the preceding bullet points), and |
2. | the principal balance of the Class A-2 Certificates immediately prior to that distribution date; |
● | to the Class A-FX regular interest (and, therefore, to the holders of the Class A-FX and A-FL Certificates) in an amount equal to the lesser of— |
1. | the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB, Class A-1 and Class A-2 Certificates in the preceding bullet points), and |
2. | the aggregate principal balance of the Class A-FX regular interest immediately prior to that distribution date; |
● | to the holders of the Class A-3 Certificates in an amount equal to the lesser of— |
1. | the portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB, Class A-1 and A-2 Certificates and the Class A-FX regular interest in the preceding bullet points), and |
2. | the principal balance of the Class A-3 Certificates immediately prior to that distribution date; |
● | to the holders of the Class A-SB Certificates in an amount equal to the lesser of— |
1. | the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB, Class A-1, Class A-2 and Class A-3 Certificates and the Class A-FX regular interest pursuant to the preceding bullet points), and |
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2. | the principal balance of the Class A-SB Certificates following the distributions to the Class A-SB Certificates pursuant to the first bullet point above; |
● | to the holders of the Class A-S Certificates in an amount equal to the lesser of— |
1. | the portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB, Class A-1, Class A-2 and Class A-3 Certificates and the Class A-FX regular interest in the preceding bullet points), and |
2. | the principal balance of the Class A-S Certificates immediately prior to that distribution date; |
● | to the holders of the Class B Certificates in an amount equal to the lesser of— |
1. | the portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB, Class A-1, Class A-2, Class A-3 and Class A-S Certificates and the Class A-FX regular interest in the preceding bullet points), and |
2. | the principal balance of the Class B Certificates immediately prior to that distribution date; |
● | to the holders of the Class C Certificates in an amount equal to the lesser of— |
1. | the portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Class A-SB, Class A-1, Class A-2, Class A-3, Class A-S and Class B Certificates and the Class A-FX regular interest in the preceding bullet points), and |
2. | the principal balance of the Class C Certificates immediately prior to that distribution date; |
● | to the holders of the Class D, E, F, G and H Certificates, in that order, in each case in an amount equal to the lesser of— |
1. | the remaining portion of the Principal Distribution Amount for that distribution date (net of any portion thereof that is distributable on that distribution date to the holders of the Classes of Certificates or regular interest with an earlier alphabetical designation in the preceding bullet points), and |
2. | the aggregate principal balance of such Class of Certificates immediately prior to that distribution date. |
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Priority of Distributions |
● | first, to make distributions of interest to the holders of the Class A-1, A-2, A-3, A-SB, X-A and X-B Certificates and the Class A-FX regular interest, pro rata according to the respective amounts of interest entitlements with respect to those Classes as described under “—Interest Distributions” above; |
● | second, to make distributions of principal to the holders of the Class A-1, A-2, A-3 and A-SB Certificates and the Class A-FX regular interest according to the respective portions of the Principal Distribution Amount for that distribution date that are allocated to those Classes as their current entitlements to principal as described under “—Principal Distributions” above; |
● | third, to reimburse the holders of the Class A-1, A-2, A-3 and A-SB Certificates and the Class A-FX regular interest for any Realized Losses and Additional Trust Fund Expenses previously allocated to those Classes (as described under “—Reductions of |
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Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below and excluding Trust Advisor Expenses other than Designated Trust Advisor Expenses) and for which reimbursement has not previously been made, which distributions are required to be made pro rata in accordance with the respective entitlements of those Classes; |
● | fourth, sequentially to the holders of the Class A-S, B, C, D, E, F, G and H Certificates, in that order (with no distribution to be made on any such Class until all the distributions described in this clause have been made to all other such Classes with an earlier distribution priority (if any)), first, to make a distribution of interest up to the amount of interest entitlements on that Class for that distribution date as described above under “—Interest Distributions”; then, to make a distribution of principal up to the portion of the Principal Distribution Amount for that distribution date that is allocated to that Class as described above under “—Principal Distributions”; and, finally, to reimburse any Realized Losses and Additional Trust Fund Expenses previously allocated to that Class (as described under “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” below and excluding Trust Advisor Expenses other than Designated Trust Advisor Expenses) and for which reimbursement has not previously been made; |
● | fifth, to reimburse the holders of the Class A-1, A-2, A-3 and A-SB Certificates and the Class A-FX regular interest (on a pro rata basis in accordance with their respective entitlements) and then the Class A-S, B, C, D, E, F, G and H Certificates, in that order, for any other amounts that may previously have been allocated to those Classes in reduction of their certificate principal balances and for which reimbursement has not previously been made; and |
● | finally, to the holders of the Class R Certificates any remaining portion of the Available Distribution Amount for that distribution date. |
1. | the amounts remitted by the Master Servicer to the Certificate Administrator for such distribution date, as described under “Description of the Offered Certificates—Distribution Account—Deposits” in this prospectus supplement, exclusive of any portion thereof that represents one or more of the following: |
● | Prepayment Premiums, Yield Maintenance Charges or Excess Interest (which are separately distributable on the Certificates as described in this prospectus supplement); and |
● | any amounts that may be withdrawn from the Distribution Account, as described under “Description of the Offered Certificates—Distribution Account—Withdrawals” in this prospectus supplement, for any reason other than distributions on the Certificates, including if such distribution date occurs during January, other than a leap year, or February of any year subsequent to 2012, the interest reserve amounts with respect to the Mortgage Loans that accrue interest on an |
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Actual/360 Basis, which are to be deposited into the Interest Reserve Account; plus |
2. | if such distribution date occurs in March of any year subsequent to 2012 (or, if the distribution date is the final distribution date and occurs in January (except in a leap year) or February of any year), the aggregate of the interest reserve amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan that accrues interest on an Actual/360 Basis, which are to be deposited into the Distribution Account. |
● | 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 and is greater than or equal to the pass-through rate on that Class, then the Base Interest Fraction will equal zero; and |
● | if the Discount Rate referred to above is greater than or equal to the mortgage interest rate on the related Mortgage Loan and is less than the pass-through rate on that Class, then the Base Interest Fraction shall be equal to 1.0. |
● | if a Discount Rate was used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan, that Discount Rate, converted (if necessary) to a monthly equivalent yield, and |
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● | if a Discount Rate was not used in the calculation of the applicable Yield Maintenance Charge or Prepayment Premium pursuant to the terms of the Mortgage Loan, the yield calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15—Selected Interest Rates under the heading “U.S. government securities/treasury constant maturities” for the week ending prior to the date of the relevant prepayment, of U.S. Treasury constant maturities with a maturity date, one longer and one shorter, most nearly approximating the maturity date of that Mortgage Loan, such interpolated treasury yield converted to a monthly equivalent yield. |
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● | distributions on the Certificates, |
● | allocations of Realized Losses and Additional Trust Fund Expenses to the Certificates, and |
● | the amount of all fees payable to the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the Pooling and Servicing Agreement. |
● | first, to pay – or to reimburse the Master Servicer, the Special Servicer, the Certificate Administrator and/or the Trustee for the payment of – any taxes, fees, costs and expenses incurred in connection with the operation and disposition of the REO Property, and |
● | thereafter, as collections of principal, interest and other amounts that would have been due on the related Mortgage Loan. |
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Order of Allocation | Class | |
1st | H | |
2nd | G | |
3rd | F | |
4th | E | |
5th | D | |
6th | C | |
7th | B | |
8th | A-S | |
9th | A-1, A-2, A-3 and A-SB Certificates and the Class A-FX regular interest (and, therefore, the Class A-FX and A-FL Certificates), pro rata, based on their total outstanding principal balances |
● | the outstanding principal balance of the Mortgage Loan as of the date of liquidation, together with— |
1. | all accrued and unpaid interest on the Mortgage Loan to, but not including, the Due Date in the calendar month on which the related net liquidation proceeds, if any, would be distributable to Certificateholders, exclusive, and |
2. | all related unreimbursed Servicing Advances and unpaid liquidation expenses and certain special servicing fees, liquidation fees and/or workout fees incurred on the Mortgage Loan, and interest on advances made in respect of the Mortgage Loan, that resulted in shortfalls to investors and not otherwise considered a Realized Loss, over |
● | the total amount of liquidation proceeds, if any, recovered in respect of that Mortgage Loan in connection with the liquidation. |
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● | arises out of a default on a Mortgage Loan or an otherwise unanticipated event, |
● | is not included in the calculation of a Realized Loss, |
● | is not covered by a Servicing Advance or a corresponding collection from the related borrower, and |
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● | is not covered by late payment charges or Default Interest collected on the Mortgage Loans (to the extent such coverage is provided for in the Pooling and Servicing Agreement). |
● | any special servicing fees, workout fees and liquidation fees paid to the Special Servicer that are not otherwise allocated as a Realized Loss; |
● | any interest paid to the Master Servicer, the Special Servicer or the Trustee with respect to unreimbursed advances (except to the extent that Default Interest and/or late payment charges are used to pay interest on advances as described under “—Advances of Delinquent Monthly Debt Service Payments” below and under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Servicing Expenses—Payment of Servicing Expenses; Servicing Advances” in this prospectus supplement and “Description of the Pooling and Servicing Agreements—Servicing Compensation and Payment of Expenses” in the accompanying prospectus); |
● | the cost of various opinions of counsel required or permitted to be obtained in connection with the servicing of the Mortgage Loans and the administration of the other assets of the Trust Fund; |
● | any unanticipated, non-mortgage loan specific expenses of the Trust Fund, including— |
1. | any reimbursements and indemnification to the Certificate Administrator, the tax administrator, the Certificate Registrar, the Custodian, the Trustee and certain related persons, as described under “—The Trustee—Matters Regarding the Trustee” below and “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” above; |
2. | any reimbursements and indemnification to the Master Servicer, the Special Servicer, the Trust Advisor and us as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this prospectus supplement, or to the Subordinate Class Representative as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement; and |
3. | any federal, state and local taxes, and tax-related expenses payable out of assets of the Trust Fund, as described under “Material Federal Income Tax Consequences—REMICs—Taxation of Owners of REMIC Residual Certificates—Prohibited Transactions Tax and Other Taxes” in the accompanying prospectus; |
● | rating agency fees, other than on-going surveillance fees, that cannot be recovered from the borrower and that are not paid by any party to the Pooling and Servicing Agreement or by the related Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement to which it is a party; and |
● | any amounts expended on behalf of the Trust Fund to remediate an adverse environmental condition at any Mortgaged Property securing a Mortgage Loan that comes into and continues in default and as to which no satisfactory arrangements can be made for collection of delinquent payments, as described under “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” in the accompanying prospectus; and |
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● | with respect to each Non-Serviced Pari Passu Mortgage Loan, any additional trust fund expenses of the issuing entity under the WFRBS 2012-C7 Pooling and Servicing Agreement that relate to such Non-Serviced Pari Passu Mortgage Loan which will be paid out of collections on, and other proceeds of, such Non-Serviced Pari Passu Mortgage Loan and the related Non-Serviced Pari Passu Companion Loan, thereby potentially resulting in a loss to the Trust Fund in the same manner as the Additional Trust Fund Expenses described above. For further information relating to the allocation of expenses, losses and shortfalls relating to each Non-Serviced Loan Combination, see “Description of the Mortgage Pool—Split Loan Structures”. |
● | the interest otherwise distributable on the Class B, C, D and E Certificates on that distribution date, and |
● | and the portion of the Principal Distribution Amount that would otherwise be paid on the Class A-1, A-2, A-3, A-SB, A-S, B, C, D and E Certificates and the Class A-FX regular interest (and, therefore, the Class A-FX and A-FL Certificates) on that distribution date. |
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● | were due or deemed due, as the case may be, during the collection period related to the subject distribution date, and |
● | were not paid by or on behalf of the respective borrowers or otherwise collected as of the close of business on the last day of the related collection period. |
● | the related Mortgage Loan is delinquent with respect to its balloon payment beyond the end of the collection period in which its maturity date occurs and as to which no arrangements have been agreed to for the collection of the delinquent amounts, including an extension of maturity; or |
● | the corresponding Mortgaged Property has become an REO Property. |
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● | the amount of the interest portion of that monthly debt service advance that would otherwise be required to be made for the subject distribution date without regard to this sentence and the prior sentence, multiplied by |
● | a fraction— |
1. | the numerator of which is equal to the Stated Principal Balance of the Mortgage Loan, net of the Appraisal Reduction Amount, and |
2. | the denominator of which is equal to the Stated Principal Balance of the Mortgage Loan. |
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Type | Recipient | Amount | Frequency | Source of Payment | ||||
Fees | ||||||||
Master Servicing Fee | Master Servicer and sub-servicers | The product of the portion of the per annum master servicing fee rate for the Master Servicer and the related Mortgage Loan (including any Non-Serviced Pari Passu Mortgage Loan) or any Serviced Pari Passu Companion Loan that is applicable to such month, determined in the same manner as the applicable mortgage interest rate is determined for that Mortgage Loan for such month, and the Stated Principal Balance of that Mortgage Loan. The master servicing fee rate will range, on a loan-by-loan basis, from 0.02% per annum to 0.11% per annum. With respect to each Mortgage Loan for which a sub-servicer acts as sub-servicer, a portion of the master servicing fee is payable to that sub-servicer. | Monthly. | Interest payment on the related Mortgage Loan and, with respect to unpaid master servicing fees (including any sub-servicing fees) in respect of any Mortgage Loan, out of the portion of any related insurance proceeds, condemnation proceeds or liquidation proceeds allocable as interest. | ||||
Master Servicing Fee | WFRBS 2012-C7 Master Servicer | The product of the portion of the per annum primary servicing fee rate for the WFRBS 2012-C7 Master Servicer and the related Non-Serviced Pari Passu Mortgage Loan that is applicable to such month, determined in the same manner as the applicable mortgage interest rate is determined for that Non-Serviced Pari Passu Mortgage Loan for such month, and the Stated Principal Balance of that Non-Serviced Pari Passu Mortgage Loan. The primary servicing fee rate with respect to the Non-Serviced Pari Passu Mortgage Loans is 0.07% per annum. | Monthly. | Interest payment on the related Non-Serviced Pari Passu Mortgage Loan. | ||||
Special Servicing Fee | Special Servicer | The product of the portion of a rate equal to 0.25% per annum that is applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Specially Serviced Mortgage Loan (including any REO Mortgage Loan) for such month, and the Stated Principal Balance of each Specially Serviced Mortgage Loan (other than any Non-Serviced Pari Passu Mortgage Loan). | Monthly. | Any and all collections on the Mortgage Loans. |
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Type | Recipient | Amount | Frequency | Source of Payment |
Workout Fee | Special Servicer | 1.00% of each collection of principal and interest on each worked-out Mortgage Loan (other than any Non-Serviced Pari Passu Mortgage Loan) for as long as it remains a worked-out Mortgage Loan; provided, however, that the amount of any workout fee may be reduced by certain Offsetting Modification Fees as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Workout Fee” in this prospectus supplement. | Monthly following a workout and before any redefault. | The related collections on such Mortgage Loan. | ||||
Liquidation Fee | Special Servicer | 1.00% of the liquidation proceeds received in connection with a final disposition of a Specially Serviced Mortgage Loan or REO Property (other than any Non-Serviced Pari Passu Mortgage Loan) or portion thereof and any condemnation proceeds and insurance proceeds received by the Trust Fund (net of any Default Interest, late payment charges), other than (with certain exceptions) in connection with the purchase or repurchase of any Mortgage Loan from the Trust Fund by any person; provided, however, that the amount of any liquidation fee may be reduced by certain Offsetting Modification Fees as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Liquidation Fee” in this prospectus supplement. | Upon receipt of liquidation proceeds, condemnation proceeds and insurance proceeds on a Specially Serviced Mortgage Loan (including any REO Mortgage Loan). | The related liquidation proceeds, condemnation proceeds or insurance proceeds. | ||||
Special Servicing Fee | WFRBS 2012-C7 Special Servicer | The product of the portion of a rate equal to 0.25% per annum that is applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Non-Serviced Pari Passu Mortgage Loan that is a specially serviced mortgage loan (including if such Non-Serviced Pari Passu Mortgage Loan becomes a REO mortgage loan) under the WFRBS 2012-C7 Pooling and Servicing Agreement for such month, and the Stated Principal Balance of each Non-Serviced Pari Passu Mortgage Loan that is a specially serviced mortgage loan. | Monthly. | First out of collections on the related Non-Serviced Pari Passu Mortgage Loan and then from general collections in the Collection Account (subject to certain limitations). | ||||
Workout Fee | WFRBS 2012-C7 Special Servicer | 1.00% of each collection of principal and interest on each worked-out Mortgage Loan that is a Non-Serviced Pari Passu Mortgage Loan for as long as it remains a worked-out Mortgage Loan, subject to the reduction by certain offsetting modification fees similar to the in Offsetting Modification Fees applicable to the Mortgage Loans as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Workout Fee” in this prospectus supplement. | Monthly. | The related collection of principal or interest. |
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Type | Recipient | Amount | Frequency | Source of Payment |
Liquidation Fee | WFRBS 2012-C7 Special Servicer | 1.00% of the liquidation proceeds received in connection with a final disposition of a Non-Serviced Pari Passu Mortgage Loan that is a specially serviced mortgage loan or REO property under the WFRBS 2012-C7 Pooling and Servicing Agreement, or portion thereof and any condemnation proceeds and insurance proceeds (net of any default interest and late payment charges); provided, however, that the amount of any liquidation fee may be reduced by certain offsetting modification fees similar to the in Offsetting Modification Fees applicable to the Mortgage Loans as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing and Other Compensation and Payment of Expenses—Principal Special Servicing Compensation—Liquidation Fee” in this prospectus supplement. | Upon receipt of payoff or liquidation proceeds. | The payoff or related liquidation proceeds. | ||||
Trustee Fee | Trustee | The product of the portion of a rate equal to 0.00023% per annum applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Mortgage Loan (including any Non-Serviced Pari Passu Mortgage Loan) for such month, and the Stated Principal Balance of each Mortgage Loan. | Monthly. | Any and all collections and P&I advances on the Mortgage Loans (including any Non-Serviced Pari Passu Mortgage Loan) in the pool, to the extent included in the amounts remitted by the Master Servicer. | ||||
Certificate Administrator Fee | Certificate Administrator | The product of the portion of a rate equal to 0.00327% per annum applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Mortgage Loan (including any Non-Serviced Pari Passu Mortgage Loan) for such month, and the Stated Principal Balance of each Mortgage Loan. | Monthly. | Any and all collections and P&I advances on the Mortgage Loans (including any Non-Serviced Pari Passu Mortgage Loan) in the pool, to the extent included in the amounts remitted by the Master Servicer. | ||||
Trust Advisor Fee | Trust Advisor | The product of the portion of a rate equal to 0.0021% per annum applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Mortgage Loan (other than any Non-Serviced Pari Passu Mortgage Loan) for such month, and the Stated Principal Balance of each Mortgage Loan. | Monthly. | Any and all collections and P&I advances on the Mortgage Loans (other than any Non-Serviced Pari Passu Mortgage Loan), to the extent included in the amounts remitted by the Master Servicer. | ||||
Trust Advisor Fee | WFRBS 2012-C7 Trust Advisor | With respect to each Non-Serviced Pari Passu Mortgage Loan, the product of the portion of a rate equal to 0.0019% per annum applicable to such month, determined in the same manner as the applicable mortgage rate is determined for each Non-Serviced Pari Passu Mortgage Loan for such month, and the Stated Principal Balance of each Non-Serviced Pari Passu Mortgage Loan. | Monthly. | Any and all collections and P&I advances on the Non-Serviced Pari Passu Mortgage Loan, to the extent included in the amounts remitted by the Master Servicer. | ||||
Trust Advisor Consultation Fee | Trust Advisor | An amount equal to $10,000 in connection with each Material Action for which the Trust Advisor engages in consultation under the Pooling and Servicing Agreements. | Actual collections of the related fee from the related borrower. |
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Type | Recipient | Amount | Frequency | Source of Payment |
Additional Servicing Compensation | Master Servicer/ Special Servicer | All defeasance fees, Modification Fees, Assumption Fees, Assumption Application Fees and consent fees.(1) | From time to time. | Actual collections of the related fees or investment income, as applicable. | ||||
Late payment charges and Default Interest to the extent not used to offset interest on advances.(1) | ||||||||
Any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans; | ||||||||
All or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the borrowers under the Mortgage Loans;(1) | ||||||||
Any Prepayment Interest Excesses arising from any principal prepayments on the Mortgage Loans; and | ||||||||
Interest or other income earned on deposits in the collection or other accounts maintained by the Master Servicer or Special Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each collection period and, further, in the case of a servicing account or reserve account, only to the extent such interest or other income is not required to be paid to any borrower under applicable law or under the related Mortgage Loan).(1) | ||||||||
Expenses | ||||||||
Servicing Advances | Master Servicer and Trustee (and Special Servicer, if applicable) | The amount of any Servicing Advances. | From time to time. | Recoveries on the related Mortgage Loan (other than a Non-Serviced Pari Passu Mortgage Loan), or to the extent that the party making the advance determines the advance is nonrecoverable, from any and all collections on the Mortgage Loans (including any Non-Serviced Pari Passu Mortgage Loan). |
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Type | Recipient | Amount | Frequency | Source of Payment |
Interest on Servicing Advances | Master Servicer and Trustee (and Special Servicer, if applicable) | Interest accrued from time to time on the amount of the Servicing Advance at the prime lending rate as published in the “Money Rates” section of The Wall Street Journal. | When the advance is reimbursed. | First from late payment charges and Default Interest in excess of the regular interest rate on the related Mortgage Loan (other than a Non-Serviced Pari Passu Mortgage Loan), and then from any and all other collections on the Mortgage Loans (including any Non-Serviced Pari Passu Mortgage Loan). | ||||
Servicing Advances | WFRBS 2012-C7 Master Servicer and WFRBS 2012-C7 Special Servicer/WFRBS 2012-C7 Trustee | With respect to servicing advances on any Non-Serviced Loan Combination, the related Non-Serviced Pari Passu Mortgage Loan’s pro rata share of such servicing advance. | From time to time. | Recoveries on the related Non-Serviced Pari Passu Mortgage Loan or any related REO Property, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (subject to certain limitations). | ||||
Interest on Servicing Advances | WFRBS 2012-C7 Master Servicer and WFRBS 2012-C7 Special Servicer/WFRBS 2012-C7 Trustee | Interest accrued from time to time on the amount of the servicing advance at the prime lending rate as published in the “Money Rates” section of The Wall Street Journal. | When the advance is reimbursed. | First from late payment charges and default interest on the related Non-Serviced Pari Passu Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (subject to certain limitations). | ||||
P&I Advances | Master Servicer and Trustee | The amount of any P&I advances. | From time to time. | Recoveries on the related Mortgage Loan, or to the extent that the party making the advance determines it is nonrecoverable, from any and all other collections on the Mortgage Loans. | ||||
Interest on P&I Advances | Master Servicer and Trustee | Interest accrued from time to time on the amount of the advance at the prime lending rate as published in the “Money Rates” section of The Wall Street Journal. | When the advance is reimbursed. | First from late payment charges and Default Interest in excess of the regular interest rate on the related Mortgage Loan, and then from any and all other collections on the Mortgage Loans. |
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Type | Recipient | Amount | Frequency | Source of Payment |
Indemnification Expenses | Trustee, Certificate Administrator, Master Servicer and Special Servicer (and their directors, members, managers, officers, employees and agents) | Losses, liabilities and expenses incurred by the Trustee, the Certificate Administrator, a Master Servicer or the Special Servicer in connection with any legal action or claim relating to the Pooling and Servicing Agreement or the Certificates (subject to applicable limitations under the Pooling and Servicing Agreement). | From time to time. | Any and all collections on the Mortgage Loans. | ||||
Indemnification Expenses | WFRBS 2012-C7 Trustee, WFRBS 2012-C7 Certificate Administrator, WFRBS 2012-C7 Master Servicer and WFRBS 2012-C7 Special Servicer | With respect to each Non-Serviced Loan Combination, the related Non-Serviced Pari Passu Mortgage Loan’s pro rata share of any losses, liabilities and expenses incurred by the WFRBS 2012-C7 Trustee, the WFRBS 2012-C7 Certificate Administrator, the WFRBS 2012-C7 Master Servicer or the WFRBS 2012-C7 Special Servicer in connection with any legal action or claim relating to the related Non-Serviced Pari Passu Mortgage Loan (subject to applicable limitations under the Pooling and Servicing Agreement). | From time to time. | Any and all collections on the Mortgage Loans. | ||||
Indemnification Expenses | Trust Advisor/WFRBS 2012-C7 Trust Advisor | Losses, liabilities and expenses incurred by the Trust Advisor and, with respect to the Non-Serviced Pari Passu Mortgage Loans, the WFRBS 2012-C7 Trust Advisor, in connection with any legal action or claim relating to the Pooling and Servicing Agreement or the Certificates (subject to applicable limitations under the Pooling and Servicing Agreement or amounts incurred in connection with the replacement of the Special Servicer) or, with respect to the WFRBS 2012-C7 Trust Advisor, the Non-Serviced Pari Passu Mortgage Loans. | From time to time. | Amounts that do not constitute Designated Trust Advisor Expenses will be reimbursed first from amounts otherwise distributable in respect of interest on the Class F, G and H Certificates, then from amounts otherwise distributable in respect of principal on all of the Certificates; amounts constituting Designated Trust Advisor Expenses will be reimbursed from any and all collections on the Mortgage Loans. | ||||
Additional Trust Fund Expenses not advanced | Third parties | Based on third party charges. See “—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” above. | From time to time. | Any and all collections on the Mortgage Loans. |
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1. | the amount of the distribution on the distribution date to the holders of each Class of Principal Balance Certificates and the Class A-FX regular interest in reduction of the principal balance of the Certificates; |
2. | the amount of the distribution on the distribution date to the holders of each Class of interest-bearing Certificates and the Class A-FX regular interest allocable to the interest distributable on that Class of Certificates or regular interest and, with respect to the Class A-FL Certificates (i) information that the amount of interest distributed on such Class is the Class A-FL Certificates’ allocable portion of the interest distributable with respect to the Class A-FX regular interest, and (ii) whether a conversion event has occurred and is continuing with respect to the swap contract related to the Class A-FL Certificates; |
3. | the aggregate amount of debt service advances made in respect of the Mortgage Pool for the distribution date; |
4. | the aggregate amount of compensation paid to the Certificate Administrator and the Trustee and servicing compensation paid to the Master Servicer and the Special Servicer during the related collection period; |
5. | the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after the distribution date; |
6. | the number, aggregate principal balance, weighted average remaining term to maturity and weighted average mortgage rate of the Mortgage Loans as of the end of the related collection period; |
7. | the number and aggregate principal balance of Mortgage Loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or more and (D) current but specially serviced or in foreclosure but not an REO Property; |
8. | the value of any REO Property included in the Trust Fund as of the end of the related collection period, on a loan-by-loan basis, based on the most recent appraisal or valuation; |
9. | the Available Distribution Amount for the distribution date and the amount of available funds with respect to the Class A-FX and A-FL Certificates for the distribution date; |
10. | the amount of the distribution on the distribution date to the holders of any Class of Certificates and the Class A-FX regular interest or the swap counterparty allocable to Yield Maintenance Charges and/or Prepayment Premiums; |
11. | the total interest distributable for each Class of interest-bearing Certificates and the Class A-FX regular interest for the distribution date; |
12. | the pass-through rate in effect for each Class of interest-bearing Certificates for the interest accrual period related to the current distribution date; |
13. | the Principal Distribution Amount for the distribution date, separately setting forth the portion thereof that represents scheduled principal and the portion thereof representing prepayments and other unscheduled collections in respect of principal; |
14. | the total outstanding principal balance or notional amount, as the case may be, of each Class of Certificates immediately before and immediately after the distribution |
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date, separately identifying any reduction in these amounts as a result of the allocation of Realized Losses and Additional Trust Fund Expenses; |
15. | the amount of any Appraisal Reduction Amounts effected in connection with the distribution date on a loan-by-loan basis and the aggregate amount of Appraisal Reduction Amounts as of the distribution date; |
16. | the number and related principal balances of any Mortgage Loans extended or modified during the related collection period on a loan-by-loan basis; |
17. | the amount of any remaining unpaid interest shortfalls for each Class of interest-bearing Certificates as of the close of business on the distribution date; |
18. | a loan-by-loan listing of each Mortgage Loan which was the subject of a principal prepayment during the related collection period and the amount of principal prepayment occurring; |
19. | the amount of the distribution on the distribution date to the holders of each Class of Certificates in reimbursement of Realized Losses and Additional Trust Fund Expenses previously allocated thereto; |
20. | the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related determination date; |
21. | with respect to any Mortgage Loan as to which a liquidation occurred during the related collection period (other than through a payment in full), (A) the loan number thereof, (B) the aggregate of all liquidation proceeds which are included in the Available Distribution Amount and other amounts received in connection with the liquidation (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the liquidation; |
22. | with respect to any REO Property included in the Trust as to which the Special Servicer determined that all payments or recoveries with respect to the Mortgaged Property have been ultimately recovered during the related collection period, (A) the loan number of the related Mortgage Loan, (B) the aggregate of all liquidation proceeds and other amounts received in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the amount of any Realized Loss attributable to the related REO Mortgage Loan in connection with that determination; |
23. | the aggregate amount of interest on monthly debt service advances in respect of the Mortgage Loans paid to the Master Servicer and/or the Trustee since the prior distribution date; |
24. | the aggregate amount of interest on Servicing Advances in respect of the Mortgage Loans paid to the Master Servicer, the Special Servicer and/or the Trustee since the prior distribution date; |
25. | a loan by loan listing of any Mortgage Loan which was defeased during the related collection period; |
26. | a loan by loan listing of any material modification, extension or waiver of a Mortgage Loan; |
27. | a loan by loan listing of any material breach of the representations and warranties given with respect to Mortgage Loan by the applicable Mortgage Loan Seller, as provided by the Master Servicer, the Special Servicer or the Depositor; |
28. | the amounts of any excess liquidation proceeds held in the Certificate Administrator’s account designated for such excess liquidation proceeds; |
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29. | the amount of the distribution on the distribution date to the holders of the Class R Certificates; |
30. | an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related collection period; |
31. | the amount of any (A) payment by the swap counterparty under the swap contract with respect to the Class A-FL Certificates as a termination payment, (B) payment to any successor swap counterparty to acquire a replacement interest rate swap contract, and (C) collateral posted in connection with any rating agency trigger event; and |
32. | the amount of and identification of any payments on the Class A-FL Certificates in addition to the amount of principal and interest due thereon. |
(A) | the prospectus supplement that relates to the Offered Certificates; |
(B) | the Pooling and Servicing Agreement, and any amendments and exhibits thereto; |
(A) | the Distribution Date Statements; |
(B) | the CREFC Reports prepared by, or delivered to, the Certificate Administrator; |
(C) | the annual reports prepared by the Trust Advisor; |
(A) | summaries of Final Asset Status Reports; |
(B) | inspection reports; and |
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(C) | appraisals; |
(A) | notice of final payment on the Certificates; |
(B) | notice of termination of the Master Servicer or the Special Servicer; |
(C) | notice of a Servicer Termination Event with respect to the Master Servicer or the Special Servicer; |
(D) | notice of the resignation of any party to the Pooling and Servicing Agreement and notice of the acceptance of appointment to such party, to the extent such notice is prepared or received by the Certificate Administrator; |
(E) | officer’s certificates supporting the determination that any advance was (or, if made, would be) a nonrecoverable advance; |
(F) | any “special notice” by a Certificateholder that wishes to communicate with others, pursuant to the Pooling and Servicing Agreement; |
(G) | any Assessment of Compliance delivered to the Certificate Administrator; |
(H) | any Attestation Reports delivered to the Certificate Administrator; |
(I) | any reports delivered to the Certificate Administrator by the Trust Advisor in connection with its review of the Special Servicer’s net present value and Appraisal Reduction Amount calculations as described under “Servicing of the Mortgage Loans and Administration of the Trust Fund—Review and Consultation With Respect to Calculations of Net Present Value and Appraisal Reduction Amounts” in this prospectus supplement; |
(J) | any recommendation received by the Certificate Administrator from the Trust Advisor for the termination of the Special Servicer during any period when the Trust Advisor is entitled to make such a recommendation, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such recommendation; |
(K) | any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of the Special Servicer during any period when such Certificateholders are entitled to make such a proposal, and any direction of the requisite percentage of the Certificateholders to terminate the Special Servicer in response to such proposal; and |
(L) | any proposal received by the Certificate Administrator from a requisite percentage of Certificateholders for the termination of Trust Advisor, and any direction of the requisite percentage of the Certificateholders to terminate the Trust Advisor in response to such proposal; |
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(A) | any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing revealed certain environmental issues; |
(B) | the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the |
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related borrower) and/or lease summaries and retail “sales information”, if any, collected by or on behalf of the Master Servicer or the Special Servicer with respect to each Mortgaged Property; |
(C) | the mortgage files, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into or consented by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and |
(D) | each of the documents made available by the Certificate Administrator via its website as described under “—Information Available Electronically” above. |
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(a) | any such amendment for the specific purposes described in clause (iv) or (vii) above will not adversely affect in any material respect the interests of any Certificateholder or any third-party beneficiary of the Pooling and Servicing Agreement or of any provision thereof, as evidenced by an opinion of counsel to that effect; and |
(b) | any such amendment will not materially adversely affect the rights, and will not increase the obligations, of any Mortgage Loan Seller under the Pooling and Servicing Agreement or under the related Mortgage Loan Purchase Agreement without the written consent of such Mortgage Loan Seller. |
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1. | the final payment or advance on, or other liquidation of, the last Mortgage Loan or related REO Property remaining in the Trust Fund, |
2. | the purchase of all of the Mortgage Loans and REO Properties remaining in the Trust Fund or held on behalf of the Trust Fund by any single Certificateholder or group of Certificateholders of the Class (if any) that is then entitled to appoint the Subordinate Class Representative, the Master Servicer or the Special Servicer, in that order of preference, and |
3. | the exchange by any single holder of all the Certificates for all of the Mortgage Loans and REO Properties remaining in the Trust Fund. |
● | the total Stated Principal Balance of the Mortgage Pool is 1.0% or less of the Cut-off Date Pool Balance, |
● | within 30 days after notice of the election of that person to make the purchase is given, no person with a higher right of priority to make the purchase notifies the other parties to the Pooling and Servicing Agreement of its election to do so, and |
● | if more than one holder or group of Certificateholders of the Class (if any) that is then entitled to appoint the Subordinate Class Representative desire to make the purchase, preference will be given to the holder or group of holders with the largest percentage interest in the relevant Class. |
● | the sum of— |
1. | the aggregate Purchase Price of all the Mortgage Loans remaining in the Trust Fund, other than any Mortgage Loans as to which the Mortgaged Properties have become REO Properties, and |
2. | the appraised value of all REO Properties then included in the Trust Fund, in each case as determined by an appraiser mutually agreed upon by the Master Servicer, the Special Servicer and the Trustee; minus |
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● | solely in the case of a purchase by the Master Servicer or the Special Servicer, the total of all amounts payable or reimbursable to the purchaser under the Pooling and Servicing Agreement. |
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● | the price at which that Certificate is purchased by an investor, |
● | the rate, timing and amount of distributions on that Certificate, and |
● | any losses or shortfalls incurred on that Certificate. |
● | the pass-through rate for that Certificate, |
● | the rate and timing of principal payments, including those arising from voluntary and involuntary prepayments, repurchases for material document defects or material breaches of representations, sales of Defaulted Mortgage Loans and REO Properties, exercise of purchase options by holders of mezzanine loans, and other principal collections on the Mortgage Loans, and the extent to which those amounts are to be applied in reduction of the principal balance or notional amount, as applicable, of that Certificate, |
● | the rate and timing of reimbursements made to the Master Servicer, the Special Servicer or the Trustee for nonrecoverable advances and/or for advances previously made in respect of a worked-out Mortgage Loan that are not repaid at the time of the workout, |
● | the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses, as well as Trust Advisor Expenses, and the extent to which those losses and expenses are allocable in reduction of the principal balance of that Certificate or result in reductions or shortfalls in interest distributable to that Certificate, and |
● | the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which those shortfalls result in the reduction of the interest distributions of that Certificate. |
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● | the amount of distributions on your Offered Certificates, |
● | the yield to maturity of your Offered Certificates, |
● | if you are purchasing Principal Balance Certificates, the rate of principal distributions on your Offered Certificates, and |
● | the weighted average life of your Offered Certificates. |
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● | you calculate the anticipated yield to maturity for your Offered Certificates based on an assumed rate of default on the Mortgage Loans and amount of losses on the Mortgage Loans that is lower than the default rate and amount of losses actually experienced, and |
● | the additional losses result in a reduction of the total distributions on, or the aggregate principal balance of your Offered Certificates, |
● | prevailing interest rates; |
● | the terms of the Mortgage Loans, including— |
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1. | provisions that impose prepayment Lock-out Periods or require Yield Maintenance Charges or Prepayment Premiums; |
2. | due-on-sale and due-on-encumbrance provisions; |
3. | provisions requiring that upon occurrence of certain events, funds held in escrow or proceeds from letters of credit be applied to principal; |
4. | the exercise of purchase options by tenants or others and other sales of parcels by borrowers that can result in prepayments of principal, including during a Lock-out Period for the Mortgage Loan; and |
5. | amortization terms that require balloon payments; |
● | the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located; |
● | the general supply and demand for commercial and multifamily rental space of the type available at the Mortgaged Properties in the areas in which those properties are located; |
● | the quality of management of the Mortgaged Properties; |
● | the servicing of the Mortgage Loans; |
● | possible changes in tax laws; and |
● | other opportunities for investment. |
● | the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans; |
● | the relative importance of those factors; |
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● | the percentage of the aggregate principal balance of the Mortgage Loans that will be prepaid or as to which a default will have occurred as of any particular date; or |
● | the overall rate of prepayment or default on the Mortgage Loans. |
● | multiplying the amount of each principal distribution on the Offered Certificate by the number of years from the assumed settlement date to the related distribution date; |
● | summing the results; and |
● | dividing the sum by the total amount of the reductions in the principal balance of the Offered Certificate. |
● | the weighted average life of that Class, and |
● | the percentage of the initial aggregate principal balance of that Class that would be outstanding after each of the specified dates, |
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Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 87 | % | 87 | % | 87 | % | 87 | % | 87 | % | ||||||||||
August 2014 | 73 | % | 73 | % | 73 | % | 73 | % | 73 | % | ||||||||||
August 2015 | 54 | % | 54 | % | 54 | % | 54 | % | 54 | % | ||||||||||
August 2016 | 33 | % | 32 | % | 30 | % | 27 | % | 14 | % | ||||||||||
August 2017 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 2.92 | 2.92 | 2.92 | 2.91 | 2.87 |
Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2014 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2015 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2016 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2017 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 4.92 | 4.91 | 4.90 | 4.88 | 4.68 |
Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2014 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2015 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2016 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2017 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2018 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2019 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2020 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2021 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2022 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 9.87 | 9.85 | 9.82 | 9.77 | 9.59 |
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Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2014 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2015 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2016 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2017 | 98 | % | 98 | % | 98 | % | 98 | % | 98 | % | ||||||||||
August 2018 | 78 | % | 78 | % | 78 | % | 78 | % | 78 | % | ||||||||||
August 2019 | 57 | % | 57 | % | 57 | % | 57 | % | 57 | % | ||||||||||
August 2020 | 29 | % | 30 | % | 30 | % | 31 | % | 35 | % | ||||||||||
August 2021 | 6 | % | 6 | % | 6 | % | 6 | % | 6 | % | ||||||||||
August 2022 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 7.22 | 7.22 | 7.23 | 7.24 | 7.31 |
Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2014 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2015 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2016 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2017 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2018 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2019 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2020 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2021 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2022 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 9.94 | 9.94 | 9.94 | 9.94 | 9.69 |
Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2014 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2015 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2016 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2017 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2018 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2019 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2020 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2021 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2022 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 9.94 | 9.94 | 9.94 | 9.94 | 9.69 |
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Distribution Date in | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
Closing Date | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2013 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2014 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2015 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2016 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2017 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2018 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2019 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2020 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2021 | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
August 2022 and thereafter | 0 | % | 0 | % | 0 | % | 0 | % | 0 | % | ||||||||||
Weighted average life (years) | 9.94 | 9.94 | 9.94 | 9.94 | 9.69 |
● | determining the monthly discount rate that, when applied to the assumed stream of cash flows to be paid on the respective Class of Offered Certificates, would cause the discounted present value of that assumed stream of cash flows to equal— |
1. | the related assumed purchase price, plus |
2. | accrued interest at the initial pass-through rate for the applicable Class of Offered Certificates from and including August 1, 2012 to but excluding the assumed settlement date; and |
● | converting those monthly discount rates to corporate bond equivalent rates. |
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Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
96-00 | 2.2873 | % | 2.2887 | % | 2.2905 | % | 2.2928 | % | 2.3122 | % | ||||||||||
97-00 | 1.9213 | % | 1.9223 | % | 1.9236 | % | 1.9254 | % | 1.9398 | % | ||||||||||
98-00 | 1.5605 | % | 1.5611 | % | 1.5620 | % | 1.5631 | % | 1.5726 | % | ||||||||||
99-00 | 1.2047 | % | 1.2050 | % | 1.2054 | % | 1.2060 | % | 1.2106 | % | ||||||||||
100-00 | 0.8539 | % | 0.8538 | % | 0.8538 | % | 0.8538 | % | 0.8536 | % | ||||||||||
101-00 | 0.5078 | % | 0.5075 | % | 0.5070 | % | 0.5065 | % | 0.5015 | % | ||||||||||
102-00 | 0.1665 | % | 0.1659 | % | 0.1650 | % | 0.1638 | % | 0.1542 | % |
Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
97-00 | 2.5267 | % | 2.5281 | % | 2.5299 | % | 2.5328 | % | 2.5581 | % | ||||||||||
98-00 | 2.3062 | % | 2.3071 | % | 2.3083 | % | 2.3101 | % | 2.3267 | % | ||||||||||
99-00 | 2.0882 | % | 2.0886 | % | 2.0892 | % | 2.0901 | % | 2.0980 | % | ||||||||||
100-00 | 1.8727 | % | 1.8727 | % | 1.8726 | % | 1.8726 | % | 1.8719 | % | ||||||||||
101-00 | 1.6597 | % | 1.6592 | % | 1.6585 | % | 1.6575 | % | 1.6484 | % | ||||||||||
102-00 | 1.4490 | % | 1.4480 | % | 1.4468 | % | 1.4448 | % | 1.4274 | % | ||||||||||
103-00 | 1.2406 | % | 1.2393 | % | 1.2374 | % | 1.2345 | % | 1.2088 | % |
Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
97-00 | 3.3677 | % | 3.3683 | % | 3.3693 | % | 3.3707 | % | 3.3767 | % | ||||||||||
98-00 | 3.2457 | % | 3.2461 | % | 3.2467 | % | 3.2477 | % | 3.2515 | % | ||||||||||
99-00 | 3.1252 | % | 3.1254 | % | 3.1256 | % | 3.1261 | % | 3.1279 | % | ||||||||||
100-00 | 3.0060 | % | 3.0060 | % | 3.0059 | % | 3.0059 | % | 3.0056 | % | ||||||||||
101-00 | 2.8882 | % | 2.8880 | % | 2.8876 | % | 2.8871 | % | 2.8848 | % | ||||||||||
102-00 | 2.7717 | % | 2.7713 | % | 2.7706 | % | 2.7696 | % | 2.7654 | % | ||||||||||
103-00 | 2.6566 | % | 2.6559 | % | 2.6550 | % | 2.6534 | % | 2.6472 | % |
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Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
97-00 | 3.0267 | % | 3.0263 | % | 3.0259 | % | 3.0252 | % | 3.0215 | % | ||||||||||
98-00 | 2.8684 | % | 2.8682 | % | 2.8679 | % | 2.8674 | % | 2.8650 | % | ||||||||||
99-00 | 2.7120 | % | 2.7119 | % | 2.7117 | % | 2.7115 | % | 2.7104 | % | ||||||||||
100-00 | 2.5574 | % | 2.5574 | % | 2.5574 | % | 2.5574 | % | 2.5576 | % | ||||||||||
101-00 | 2.4046 | % | 2.4047 | % | 2.4049 | % | 2.4051 | % | 2.4065 | % | ||||||||||
102-00 | 2.2535 | % | 2.2538 | % | 2.2541 | % | 2.2546 | % | 2.2572 | % | ||||||||||
103-00 | 2.1042 | % | 2.1045 | % | 2.1050 | % | 2.1057 | % | 2.1096 | % |
Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
97-00 | 4.0427 | % | 4.0427 | % | 4.0427 | % | 4.0427 | % | 4.0503 | % | ||||||||||
98-00 | 3.9172 | % | 3.9172 | % | 3.9172 | % | 3.9172 | % | 3.9221 | % | ||||||||||
99-00 | 3.7932 | % | 3.7932 | % | 3.7932 | % | 3.7932 | % | 3.7955 | % | ||||||||||
100-00 | 3.6707 | % | 3.6707 | % | 3.6707 | % | 3.6707 | % | 3.6703 | % | ||||||||||
101-00 | 3.5496 | % | 3.5496 | % | 3.5496 | % | 3.5496 | % | 3.5466 | % | ||||||||||
102-00 | 3.4299 | % | 3.4299 | % | 3.4299 | % | 3.4299 | % | 3.4244 | % | ||||||||||
103-00 | 3.3116 | % | 3.3116 | % | 3.3116 | % | 3.3116 | % | 3.3035 | % |
Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
97-00 | 4.7134 | % | 4.7134 | % | 4.7134 | % | 4.7134 | % | 4.7209 | % | ||||||||||
98-00 | 4.5836 | % | 4.5836 | % | 4.5836 | % | 4.5836 | % | 4.5884 | % | ||||||||||
99-00 | 4.4554 | % | 4.4554 | % | 4.4554 | % | 4.4554 | % | 4.4576 | % | ||||||||||
100-00 | 4.3288 | % | 4.3288 | % | 4.3288 | % | 4.3288 | % | 4.3284 | % | ||||||||||
101-00 | 4.2037 | % | 4.2037 | % | 4.2037 | % | 4.2037 | % | 4.2007 | % | ||||||||||
102-00 | 4.0800 | % | 4.0800 | % | 4.0800 | % | 4.0800 | % | 4.0745 | % | ||||||||||
103-00 | 3.9578 | % | 3.9578 | % | 3.9578 | % | 3.9578 | % | 3.9497 | % |
S-261 |
Assumed Price (in 32nds) (excluding accrued interest) | 0% CPR | 25% CPR | 50% CPR | 75% CPR | 100% CPR | |||||||||||||||
95-00 | 5.6462 | % | 5.6462 | % | 5.6462 | % | 5.6462 | % | 5.6598 | % | ||||||||||
96-00 | 5.5087 | % | 5.5087 | % | 5.5087 | % | 5.5087 | % | 5.5196 | % | ||||||||||
97-00 | 5.3730 | % | 5.3730 | % | 5.3730 | % | 5.3730 | % | 5.3812 | % | ||||||||||
98-00 | 5.2390 | % | 5.2390 | % | 5.2390 | % | 5.2390 | % | 5.2445 | % | ||||||||||
99-00 | 5.1066 | % | 5.1066 | % | 5.1066 | % | 5.1066 | % | 5.1095 | % | ||||||||||
100-00 | 4.9759 | % | 4.9759 | % | 4.9759 | % | 4.9759 | % | 4.9762 | % | ||||||||||
101-00 | 4.8467 | % | 4.8467 | % | 4.8467 | % | 4.8467 | % | 4.8445 | % |
● | the Mortgage Loans will prepay at any particular rate, |
● | the Mortgage Loans will not prepay, involuntarily or otherwise, during Lock-out Periods (including any contemporaneous periods when defeasance is permitted) or during any period when principal prepayments are required to be accompanied by a Prepayment Premium or Yield Maintenance Charge (including any contemporaneous period when defeasance is permitted), |
● | the Mortgage Loans will not default or that the Mortgage Loans will default at any particular rate, |
● | the actual pre-tax yields on, or any other distribution characteristics of, any Class of Offered Certificates will correspond to any of the information shown in the tables set forth above, or |
● | the total purchase prices of the Offered Certificates will be as assumed. |
● | no Mortgage Loan will otherwise be prepaid prior to maturity, and |
● | there will be no extension of the maturity of any Mortgage Loan. |
S-262 |
● | all Mortgage Loans (other than the Non-Serviced Pari Passu Mortgage Loans) as to which no Servicing Transfer Event has occurred, and |
● | all worked-out Mortgage Loans (other than the Non-Serviced Pari Passu Mortgage Loans) as to which no new Servicing Transfer Event has occurred. |
S-263 |
● | in the best interests and for the benefit of the Certificateholders and, with respect to the Serviced Loan Combination, for the benefit of the holders of the related Serviced Pari Passu Companion Loan (as determined by the Master Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgment), as a collective whole, |
● | in accordance with any and all applicable laws, the terms of the Pooling and Servicing Agreement, the terms of the respective Mortgage Loans (provided that in the event the Master Servicer or Special Servicer, as applicable, in its reasonably exercised judgment determines that following the terms of any Mortgage Loan document would or potentially would result in an Adverse REMIC Event (for which determination, the Master Servicer and the Special Servicer will be entitled to rely on advice of counsel, the cost of which will be reimbursed as a Trust expense), the Master Servicer or the Special Servicer, as applicable, must comply with the REMIC provisions of the Code to the extent necessary to avoid an Adverse REMIC Event) and, in the case of the Serviced Loan Combination, the related intercreditor agreement, and |
● | to the extent consistent with the foregoing, in accordance with the following standards: |
● | with the same care, skill, prudence and diligence as is normal and usual in its general mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and real properties that are comparable to those Mortgage Loans and any REO Properties for which it is responsible under the Pooling and Servicing Agreement; |
● | with a view to— |
1. | in the case of the Master Servicer, the timely collection of all scheduled payments of principal and interest under those Mortgage Loans, |
2. | in the case of the Master Servicer, the full collection of all Yield Maintenance Charges and Prepayment Premiums that may become payable under those Mortgage Loans, and |
3. | in the case of the Special Servicer, if a Mortgage Loan comes into and continues in default and, in the good faith and reasonable judgment of the Special Servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, including payments of Yield Maintenance Charges, Prepayment Premiums, Default Interest and late payment charges, or the related Mortgaged Property becomes an REO Property, the maximization of the recovery of principal and interest on that Defaulted Mortgage Loan to the Certificateholders or, in the case of the Serviced Loan Combination, to the Certificateholders and the holder of the related Serviced Companion Loan, as applicable, as a collective whole, on a present value basis; and |
● | without regard to any potential conflict of interest arising from— |
1. | any known relationship that the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates may have with any of the underlying borrowers, any of the Mortgage Loan Sellers or any other party to the Pooling and Servicing Agreement, |
S-264 |
2. | the ownership of any Certificate or any interest in the Serviced Pari Passu Companion Loan by the Master Servicer or the Special Servicer, or either of their respective affiliates, as the case may be, |
3. | the obligation of the Master Servicer to make advances or otherwise to incur servicing expenses with respect to any Mortgage Loan or REO Property serviced or administered, respectively, under the Pooling and Servicing Agreement, |
4. | the obligation of the Special Servicer to make, or to direct the Master Servicer to make, Servicing Advances or otherwise to incur servicing expenses with respect to any Mortgage Loan or REO Property serviced or administered, respectively, under the Pooling and Servicing Agreement, |
5. | the right of the Master Servicer or the Special Servicer, as the case may be, or any of its affiliates to receive reimbursement of costs, or the sufficiency of any compensation payable to it, under the Pooling and Servicing Agreement or with respect to any particular transaction, |
6. | the ownership, servicing and/or management by the Master Servicer or Special Servicer, as the case may be, or any of its affiliates, of any other mortgage loans or real property, |
7. | the ownership by the Master Servicer or Special Servicer, as the case may be, or any of its affiliates of any other debt owed by, or secured by ownership interests in, any of the borrowers or any affiliate of a borrower, and |
8. | the obligations of the Master Servicer or Special Servicer, as the case may be, or any of its affiliates to repurchase any Mortgage Loan from the Trust Fund, or to indemnify the Trust Fund, in any event as a result of a material breach or a material document defect. |
1. | the related borrower fails to make when due any balloon payment and the borrower does not deliver to the Master Servicer, on or before the Due Date of the balloon payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days after the date on which the balloon payment will become due (provided that if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any monthly debt service advance in respect of the Mortgage Loan, a Servicing Transfer Event will occur immediately); |
2. | the related borrower fails to make when due any monthly debt service payment (other than a balloon payment) or any other payment (other than a balloon payment) required under the related mortgage note or the related mortgage, which failure continues unremedied for 60 days; |
3. | the Master Servicer determines (in accordance with the Servicing Standard) that a default in making any monthly debt service payment (other than a balloon payment) or any other material payment (other than a balloon payment) required under the related mortgage note or the related mortgage is likely to occur in the foreseeable future and the default is likely to remain unremedied for at least 60 days beyond the date on which the subject payment will become due; or the Master Servicer |
S-265 |
determines (in accordance with the Servicing Standard) that a default in making a balloon payment is likely to occur in the foreseeable future and the default is likely to remain unremedied for at least 60 days beyond the date on which the balloon payment will become due (or, if the borrower has delivered a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days after the date of the balloon payment, the Master Servicer determines (in accordance with the Servicing Standard) that (a) the borrower is likely not to make one or more assumed monthly debt service payments (as described under “Description of the Offered Certificates—Advances of Delinquent Monthly Debt Service Payments” in this prospectus supplement) prior to a refinancing or (b) the refinancing is not likely to occur within 120 days following the date on which the balloon payment will become due); |
4. | the Master Servicer determines that a non-payment default (including, in the Master Servicer’s or the Special Servicer’s judgment, the failure of the related borrower to maintain any insurance required to be maintained pursuant to the related Mortgage Loan documents) has occurred under the Mortgage Loan that may materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan, or otherwise materially and adversely affect the interests of Certificateholders (or, in the case of the Serviced Loan Combination, the holder of the related Serviced Pari Passu Companion Loan) and the default continues unremedied for the applicable cure period under the terms of the Mortgage Loan or, if no cure period is specified, for 60 days; |
5. | various events of bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings occur with respect to the related borrower or the corresponding Mortgaged Property, or the related borrower takes various actions indicating its bankruptcy, insolvency or inability to pay its obligations; or |
6. | the Master Servicer receives notice of the commencement of foreclosure or similar proceedings with respect to the corresponding Mortgaged Property. |
● | with respect to the circumstances described in clauses 1 and 2 immediately above in this definition, the related borrower makes three consecutive full and timely monthly debt service payments under the terms of the Mortgage Loan, as those terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, waiver or amendment granted or agreed to by the Master Servicer or the Special Servicer; |
● | with respect to the circumstances described in clauses 3 and 5 immediately above in this definition, those circumstances cease to exist in the judgment of the Special Servicer; |
● | with respect to the circumstances described in clause 4 immediately above in this definition, the default is cured in the judgment of the Special Servicer; and |
● | with respect to the circumstances described in clause 6 immediately above in this definition, the proceedings are terminated. |
S-266 |
● | will be earned with respect to each and every Mortgage Loan (including each Non-Serviced Pari Passu Mortgage Loan) and the Serviced Pari Passu Companion Loan, including— |
1. | each such Mortgage Loan that is a Specially Serviced Mortgage Loan, |
2. | each such Mortgage Loan as to which the corresponding Mortgaged Property has become an REO Property, and |
3. | each such Mortgage Loan as to which defeasance has occurred; and |
S-267 |
● | in the case of each such Mortgage Loan and the Serviced Pari Passu Companion Loan, will— |
1. | be calculated on the same interest accrual basis as that Mortgage Loan, which will be a 30/360 Basis or an Actual/360 Basis, as applicable, |
2. | accrue at a master servicing fee rate, on a loan-by-loan basis, |
3. | accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that Mortgage Loan, and |
4. | be payable monthly to the Master Servicer from amounts received with respect to interest on that Mortgage Loan or, upon liquidation of the Mortgage Loan, to the extent such interest collections are not sufficient whether on deposit in the Collection Account or the related Companion Loan Collection Account, as applicable), with respect to Mortgage Loans, from general collections on all the Mortgage Loans. |
S-268 |
● | the special servicing fee, |
● | the workout fee, and |
● | the liquidation fee. |
1. | each Specially Serviced Mortgage Loan (other than a Non-Serviced Pari Passu Mortgage Loan) and the Serviced Pari Passu Companion Loan, if any, and |
2. | each Mortgage Loan (other than a Non-Serviced Pari Passu Mortgage Loan) and the Serviced Pari Passu Companion Loan, if any, as to which the corresponding Mortgaged Property has become an REO Property; |
● | in the case of each Mortgage Loan and the Serviced Pari Passu Companion Loan described in the foregoing bullet, will— |
1. | be calculated on the same interest accrual basis as that Mortgage Loan, which will be a 30/360 Basis or an Actual/360 Basis, as applicable, |
2. | accrue at a special servicing fee rate of 0.25% per annum, and |
3. | accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that Mortgage Loan; and |
● | except as otherwise described in the next paragraph, will be payable monthly from related liquidation proceeds, insurance proceeds or condemnation proceeds (if any) in respect of such Mortgage Loan and (except in the case of the Serviced Pari Passu Companion Loan) then from general collections on all the Mortgage Loans and any related REO Properties that are on deposit in the Collection Account from time to time. |
S-269 |
S-270 |
● | 100% of any defeasance fees; |
● | (x) 50% of Modification Fees actually collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans and paid in connection with |
S-271 |
a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement and (y) 100% of Modification Fees actually collected during the related collection period with respect to Mortgage Loans that are not Specially Serviced Mortgage Loans and paid in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement; |
● | 100% of Assumption Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement, and 50% of Assumption Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement; |
● | 100% of Assumption Application Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans; |
● | 100% of consent fees on Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan and is paid in connection with a consent the Master Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement, and 50% of consent fees on Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan and the Serviced Pari Passu Companion Loan and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement; |
● | any and all amounts collected for checks returned for insufficient funds on all Mortgage Loans and the Serviced Pari Passu Companion Loan; |
● | to the extent provided in the Pooling and Servicing Agreement, all or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the borrowers under the Mortgage Loans and the Serviced Pari Passu Companion Loan; |
● | any Prepayment Interest Excesses arising from any principal prepayments on the Mortgage Loans; |
● | interest or other income earned on deposits in the collection or other accounts maintained by the Master Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each collection period and, further, in the case of a servicing account or reserve account, only to the extent such interest or other income is not required to be paid to any borrower under applicable law or under the related Mortgage Loan); and |
● | a portion of late payment charges and Default Interest. |
S-272 |
● | 100% of Modification Fees actually collected during the related collection period with respect to any Specially Serviced Mortgage Loans or successor REO Mortgage Loans and any REO Companion Loan; |
● | 50% of Modification Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement; |
● | 100% of Assumption Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are Specially Serviced Mortgage Loans, and 50% of Assumption Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans in connection with a consent, approval or other action that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement; |
● | 100% of Assumption Application Fees collected during the related collection period with respect to Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are Specially Serviced Mortgage Loans; |
● | 100% of consent fees on Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are Specially Serviced Mortgage Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan, and 50% of consent fees on Mortgage Loans that are not Specially Serviced Mortgage Loans in connection with a consent that involves no modification, waiver or amendment of the terms of any Mortgage Loan and the Serviced Pari Passu Companion Loan and is paid in connection with a consent that the Master Servicer is not permitted to take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under the Pooling and Servicing Agreement; |
● | to the extent provided in the Pooling and Servicing Agreement, all or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the borrowers under the Mortgage Loans and the Serviced Pari Passu Companion Loan; |
● | 50% of the other loan processing fees actually paid by the borrowers under the Mortgage Loans and the Serviced Pari Passu Companion Loan (as applicable) that are not Specially Serviced Mortgage Loans to the extent that the consent of the Special Servicer is required in connection with the associated action, and 100% of other loan processing fees actually paid by the borrowers under the Mortgage Loans that are Specially Serviced Mortgage Loans. |
● | interest or other income earned on deposits in the REO Account and the loss of value reserve account maintained by the Special Servicer (but only to the extent of the net investment earnings, if any, with respect to such REO Account for each collection period); and |
● | a portion of late payment charges and Default Interest. |
S-273 |
S-274 |
● | will be earned with respect to each and every Mortgage Loan (other than any Non-Serviced Pari Passu Mortgage Loan), including, without limitation— |
1. | each such Mortgage Loan, if any, that is a Specially Serviced Mortgage Loan, |
2. | each such Mortgage Loan, if any, as to which the corresponding Mortgaged Property has become an REO Property, and |
3. | each such Mortgage Loan as to which defeasance has occurred; and |
● | in the case of each such Mortgage Loan, will— |
1. | be calculated on the same interest accrual basis as that Mortgage Loan, which will be a 30/360 Basis or an Actual/360 Basis, as applicable, |
2. | accrue at a trust advisor fee rate, on a loan-by-loan basis, |
3. | accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that Mortgage Loan, and |
4. | be payable monthly to the Trust Advisor from amounts received with respect to interest on that Mortgage Loan or, upon liquidation of the Mortgage Loan, to the extent such interest collections are not sufficient, from general collections on all the Mortgage Loans. |
S-275 |
● | will be entitled to retain any interest or other income earned on those funds, and |
● | will be required to cover any losses of principal of those investments from its own funds, to the extent those losses are incurred with respect to investments made for the benefit of the Master Servicer or Special Servicer, as applicable. |
S-276 |
● | if it has actual knowledge of the failure, to give the defaulting party notice of its failure, and |
● | if the failure continues for one more business day, to make the Servicing Advance. |
S-277 |
S-278 |
S-279 |
● | a summary of the status of the subject Specially Serviced Mortgage Loan and any negotiations with the related borrower; |
● | a discussion of the general legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies set forth in the Pooling and Servicing Agreement and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Mortgage Loan and whether outside legal counsel has been retained; |
● | the most current rent roll and income or operating statement available for the related Mortgaged Property or Properties; |
● | a summary of the Special Servicer’s recommended action with respect to the Specially Serviced Mortgage Loan; |
● | the appraised value of the related Mortgaged Property or Properties, together with the assumptions used in the calculation thereof; and |
● | such other information as the Special Servicer deems relevant in light of the Servicing Standard. |
S-280 |
● | require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other provision of the Pooling and Servicing Agreement, including that party’s obligation to act in accordance with the Servicing Standard and the REMIC provisions of the Code; |
● | result in an adverse tax consequence for the Trust Fund; |
● | expose the Trust, the parties to the Pooling and Servicing Agreement or any of their respective affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability; or |
● | materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under the Pooling and Servicing Agreement. |
S-281 |
S-282 |
S-283 |
● | require or cause the Special Servicer to violate applicable law, the terms of any Mortgage Loan or any other provision of the Pooling and Servicing Agreement (or, with respect to the Serviced Loan Combination, the related intercreditor agreement), including that party’s obligation to act in accordance with the Servicing Standard and the REMIC provisions of the Code; |
● | result in an adverse tax consequence for the Trust Fund; |
● | expose the Trust, the parties to the Pooling and Servicing Agreement or any of their respective affiliates, members, managers, officers, directors, employees or agents, to any claim, suit or liability; or |
● | materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities under the Pooling and Servicing Agreement. |
S-284 |
S-285 |
S-286 |
S-287 |
S-288 |
S-289 |
Replacement of the Special Servicer |
S-290 |
S-291 |
Maintenance of Insurance |
● | a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is generally at least equal to the lesser of the full replacement cost of improvements securing the Mortgage Loan or the outstanding principal balance of the Mortgage Loan, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, and |
● | all other insurance coverage as is required, or (subject to the Servicing Standard) that the holder of the Mortgage Loan is entitled to reasonably require, under the related Mortgage Loan documents. |
● | the Master Servicer will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless that insurance policy was in effect at the time of the origination of the related Mortgage Loan pursuant to the related Mortgage Loan documents and is available at commercially reasonable rates and the Trustee has an insurable interest; and |
● | the Master Servicer will not be required to cause the borrower to maintain, or itself obtain, insurance coverage that the Master Servicer has determined is either (i) not available at any rate or (ii) not available at commercially reasonable rates and the related hazards are not at the time commonly insured against at the then-available rates for properties similar to the related Mortgaged Property and located in or around the region in which the related Mortgaged Property is located. |
S-292 |
S-293 |
Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions |
Transfers of Interests in Borrowers |
● | the subject Mortgage Loan alone – or together with all other Mortgage Loans that have the same or a known affiliated borrower – is one of the ten largest Mortgage Loans in |
S-294 |
the Trust Fund (according to Stated Principal Balance); has a Cut-off Date Principal Balance in excess of $20,000,000; or has a principal balance at the time of such proposed transfer that is equal to or greater than 5% of the then aggregate mortgage pool balance; or the Serviced Loan Combination is involved; and |
● | the transfer is of an interest in the borrower of greater than 49%, |
Modifications, Waivers, Amendments and Consents |
● | modify, waive or amend any term of any Mortgage Loan; |
● | extend the maturity of any Mortgage Loan; |
● | defer or forgive the payment of interest (including Default Interest) on and principal of any Mortgage Loan; |
● | defer or forgive the payment of late payment charges on any Mortgage Loan; |
● | defer or forgive Yield Maintenance Charges or Prepayment Premiums on any Mortgage Loan; |
● | permit the release, addition or substitution of collateral securing any Mortgage Loan; |
● | permit the release, addition or substitution of the borrower or any guarantor of any Mortgage Loan; or |
● | respond to or approve borrower requests for consent on the part of the mortgagee (including lease reviews and lease consents related thereto). |
● | Unless the Master Servicer has obtained the consent of the Special Servicer, the Master Servicer may not agree to modify, waive or amend any term of, or take any of the other above-referenced actions with respect to, any Mortgage Loan in the Trust Fund, that would (1) affect the amount or timing of any related payment of principal, interest or other amount payable under that Mortgage Loan, (2) materially and adversely affect the security for that Mortgage Loan or (3) constitute a Material Action, |
S-295 |
● | With limited exceptions generally involving the waiver of Default Interest and late payment charges, the Special Servicer may not agree to, or consent to the Master Servicer’s agreeing to, modify, waive or amend any term of, and may not take, or consent to the Master Servicer’s taking, any of the other above-referenced actions with respect to any Mortgage Loan, if doing so would— |
1. | affect the amount or timing of any related payment of principal, interest or other amount payable under the Mortgage Loan, or |
2. | in the judgment of the Special Servicer, materially impair the security for the Mortgage Loan, |
● | Neither the Master Servicer nor the Special Servicer may extend the date on which any balloon payment is scheduled to be due on any Mortgage Loan, to a date beyond the earlier of— |
1. | two years prior to the Rated Final Distribution Date, and |
2. | if the Mortgage Loan, is secured by a lien solely or primarily on the related borrower’s leasehold interest in the corresponding Mortgaged Property, 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, ten years, prior to the end of the then current term of the related ground lease, plus any unilateral options to extend. |
● | Neither the Master Servicer nor the Special Servicer may make or permit any modification, waiver or amendment of any term of, or take any of the other above-referenced actions with respect to, any Mortgage Loan, if doing so would result in an Adverse REMIC Event. |
● | Subject to applicable law, the related Mortgage Loan documents and the Servicing Standard, neither the Master Servicer nor the Special Servicer may permit any modification, waiver or amendment of any term of any Mortgage Loan or the Serviced Pari Passu Companion Loan, that is not a Specially Serviced Mortgage Loan unless all related fees and expenses are paid by the borrower. |
● | The Special Servicer may not permit or consent to the Master Servicer’s permitting any borrower to add or substitute any real estate collateral for any Mortgage Loan or the Serviced Pari Passu Companion Loan, unless the Special Servicer has first— |
1. | determined, based upon an environmental assessment prepared by an independent person who regularly conducts environmental assessments, at the expense of the borrower, that— |
(a) | the additional or substitute collateral is in compliance with applicable environmental laws and regulations, and |
(b) | there are no circumstances or conditions present with respect to the new collateral relating to the use, management or disposal of any |
S-296 |
2. | received, at the expense of the related borrower to the extent permitted to be charged by the holder of the Mortgage Loan under the related Mortgage Loan documents, confirmation from each of the Rating Agencies that the addition or substitution of real estate collateral will not result in a qualification, downgrade or withdrawal of any rating then assigned by that Rating Agency to a Class of Certificates. |
● | With limited exceptions generally involving the delivery of substitute collateral, the paydown of the subject Mortgage Loan or the release of non-material parcels, the Special Servicer may not release or consent to the Master Servicer’s releasing any material real property collateral securing a performing Mortgage Loan in the Trust Fund other than in accordance with the terms of, or upon satisfaction of, the Mortgage Loan. |
S-297 |
S-298 |
S-299 |
Required Appraisals |
● | an appraisal had previously been obtained within the prior nine months, and |
● | the Special Servicer has no knowledge of changed circumstances that in the judgment of the Special Servicer would materially affect the value of the Mortgaged Property. |
● | any and all Servicing Transfer Events with respect to the Mortgage Loan have ceased, and |
● | no other Servicing Transfer Event or Appraisal Trigger Event has occurred with respect to the subject Mortgage Loan during the preceding 90 days. |
S-300 |
● | the first appraisal shall be disregarded and have no force or effect, and, if an Appraisal Reduction Amount is already then in effect, the Appraisal Reduction Amount for the related Mortgage Loan shall be calculated on the basis of the most recent prior appraisal or updated appraisal obtained under the Pooling and Servicing Agreement (or, if no such appraisal exists, there shall be no Appraisal Reduction Amount for purposes of determining whether a Subordinate Control Period is in effect and the identity of the Class of Certificates whose members are entitled to appoint the Subordinate Class Representative) unless and until (a) the Subordinate Class Representative fails to exercise its right to direct the Special Servicer to obtain a second appraisal within the exercise period described above or (b) if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second appraisal, such second appraisal is not received by the Special Servicer within 90 days following such direction, whichever occurs earlier (and, in such event, an Appraisal Reduction Amount calculated on the basis of such first appraisal, if any, shall be effective); and |
● | if the Subordinate Class Representative exercises its right to direct the Special Servicer to obtain a second appraisal and such second appraisal is received by the Special Servicer within 90 days following such direction, the Appraisal Reduction Amount (if any), calculated on the basis of the second appraisal (if the Special Servicer determines that a recalculation was warranted as described above) or (otherwise) on the basis of the first appraisal shall be effective. |
● | will be determined shortly following the later of— |
1. | the date on which the relevant appraisal or other valuation is obtained or performed, as described under “—Required Appraisals” in this prospectus supplement; and |
2. | the date on which the relevant Appraisal Trigger Event occurred; and |
S-301 |
● | will generally equal the excess, if any, of “x” over “y” where— |
1. | “x” is equal to the sum of: |
(a) | the Stated Principal Balance of that Mortgage Loan; |
(b) | to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest, other than any Default Interest, accrued on that Mortgage Loan through the most recent Due Date prior to the date of determination; |
(c) | all accrued but unpaid special servicing fees with respect to that Mortgage Loan; |
(d) | all related unreimbursed advances made by or on behalf of the Master Servicer, the Special Servicer or the Trustee with respect to that Mortgage Loan, together with interest on those advances; |
(e) | any other outstanding Additional Trust Fund Expenses (other than certain Trust Advisor Expenses) with respect to that Mortgage Loan; and |
(f) | all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents and any unfunded improvement or other applicable reserves, with respect to the related Mortgaged Property or REO Property, for which neither the Master Servicer nor the Special Servicer holds any escrow funds or reserve funds; and |
2. | “y” is equal to the sum of: |
(a) | the excess, if any, of 90% of the resulting appraised value of the related Mortgaged Property or REO Property, over the amount of any obligations secured by liens on the property that are prior to the lien of that Mortgage Loan; |
(b) | the amount of escrow payments and reserve funds held by the Master Servicer or the Special Servicer with respect to the subject Mortgage Loan that— |
● | are not required to be applied to pay real estate taxes and assessments, insurance premiums or ground rents, |
● | are not otherwise scheduled to be applied (except to pay debt service on the Mortgage Loan) within the next 12 months, and |
● | may be applied toward the reduction of the principal balance of the Mortgage Loan; and |
(c) | the amount of any letter of credit that constitutes additional security for the Mortgage Loan that may be used to reduce the principal balance of the subject Mortgage Loan. |
● | an Appraisal Trigger Event occurs with respect to any applicable Mortgage Loan, |
● | the appraisal or other valuation referred to in the first bullet of this definition is not obtained or performed with respect to the related Mortgaged Property or REO Property |
S-302 |
1. | no comparable appraisal or other valuation had been obtained or performed with respect to the related Mortgaged Property or REO Property, as the case may be, during the 9-month period prior to that Appraisal Trigger Event, or |
2. | there has been a material change in the circumstances surrounding the related Mortgaged Property or REO Property, as the case may be, subsequent to the earlier appraisal or other valuation that, in the Special Servicer’s judgment, materially affects the property’s value, |
● | the occurrence of a Servicing Transfer Event and the modification of the Mortgage Loan or the Serviced Pari Passu Companion Loan by the Special Servicer in a manner that— |
1. | materially affects the amount or timing of any payment of principal or interest due thereon, other than, or in addition to, bringing monthly debt service payments current with respect to the Mortgage Loan; |
2. | except as expressly contemplated by the related Mortgage Loan documents, results in a release of the lien of the related mortgage instrument on any material portion of the related Mortgaged Property without a corresponding principal prepayment in an amount, or the delivery of substitute real property collateral with a fair market value (as-is), that is not less than the fair market value (as-is) of the property to be released; or |
3. | in the judgment of the Special Servicer, otherwise materially impairs the security for the Mortgage Loan or the Serviced Pari Passu Companion Loan, or materially reduces the likelihood of timely payment of amounts due thereon; |
● | the Mortgaged Property securing the Mortgage Loan becomes an REO Property; |
S-303 |
● | the passage of 60 days after a receiver or similar official is appointed and continues in that capacity with respect to the Mortgaged Property securing the Mortgage Loan; |
● | the related borrower becomes the subject of (1) voluntary bankruptcy, insolvency or similar proceedings or (2) involuntary bankruptcy, insolvency or similar proceedings that remain undismissed for 60 days; |
● | the related borrower fails to make when due any monthly debt service payment (other than a balloon payment) or any other payment (other than a balloon payment) required under the related mortgage note or the related mortgage, which failure continues unremedied for 60 days; and |
● | the related borrower fails to make when due any balloon payment and the borrower does not deliver to the Master Servicer, on or before the Due Date of the balloon payment, a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance to the Master Servicer which provides that such refinancing will occur within 120 days after the date on which the balloon payment will become due (provided that if either such refinancing does not occur during that time or the Master Servicer is required during that time to make any monthly debt service advance in respect of the Mortgage Loan, an Appraisal Trigger Event will occur immediately). |
Collection Account |
S-304 |
1. | to remit to the Certificate Administrator for deposit in the Distribution Account described under “Description of the Offered Certificates—Distribution Account” in this prospectus supplement, on the business day preceding each distribution date, all payments and other collections on the Mortgage Loans and the Trust’s interest in any related REO Properties that are then on deposit in that Collection Account, exclusive of any portion of those payments and other collections that represents one or more of the following— |
(a) | monthly debt service payments due on a Due Date subsequent to the collection period for the subject distribution date; |
(b) | payments and other collections received by or on behalf of the Trust Fund after the end of the related collection period; and |
(c) | amounts that are payable or reimbursable from that Collection Account to any person other than the Certificateholders in accordance with any of clauses 2 through 5 below; |
2. | to pay or reimburse one or more parties to the Pooling and Servicing Agreement for unreimbursed servicing and monthly debt service advances, master servicing compensation, special servicing compensation and indemnification payments or reimbursement to which they are entitled (subject to any limitations on the amount or source of funds that may be used to make such payment or reimbursement, including, in the case of any such advances, compensation, indemnifications or reimbursements, that relate to the Serviced Loan Combination, any provisions that limit the payment or reimbursement of a pro rata portion thereof from the Collection Account to the extent that funds available therefor have been received on the related Serviced Pari Passu Companion Loan, and, in the case of Trust Advisor Expenses other than Designated Trust Advisor Expenses, the limitations described under “Description of the Offered Certificates—Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses” in this prospectus supplement); |
3. | to pay or reimburse any other items that are payable or reimbursable out of the Collection Account or otherwise at the expense of the Trust Fund under the terms of the Pooling and Servicing Agreement (including interest that accrued on advances, costs associated with permitted environmental remediation, unpaid expenses incurred in connection with the sale or liquidation of a Mortgage Loan or REO Property, amounts owed by the Trust Fund to a third party pursuant to any intercreditor or other similar agreement, the costs of various opinions of counsel and tax-related advice and costs incurred in connection with various servicing actions); |
4. | to remit to any third party that is entitled thereto any Mortgage Loan payments that are not owned by the Trust Fund, such as any payments attributable to the period before the Cut-off Date and payments that are received after the sale or other removal of a Mortgage Loan from the Trust Fund; |
S-305 |
5. | to withdraw amounts deposited in the Collection Account in error; and |
6. | to clear and terminate the Collection Account upon the termination of the Pooling and Servicing Agreement. |
Procedures With Respect to Defaulted Mortgage Loans and REO Properties |
S-306 |
S-307 |
S-308 |
● | the IRS grants an extension of time to sell the property, or such an extension is deemed to have been granted under IRS regulations or administrative procedures, or |
● | the Special Servicer obtains an opinion of independent counsel generally to the effect that the holding of the property subsequent to the end of the third calendar year following the year in which the acquisition occurred will not result in an Adverse REMIC Event. |
● | maintains its status as foreclosure property under the REMIC provisions of the Code, and |
● | would, to the extent commercially reasonable and consistent with the preceding bullet, maximize net after-tax proceeds received from that property without materially impairing the Special Servicer’s ability to sell the REO Property promptly at a fair price. |
● | a tax on net income from foreclosure property, within the meaning of Section 860G(c) of the Code, or |
● | a tax on prohibited transactions under Section 860F of the Code. |
● | a tax on net income from foreclosure property, that income would be subject to federal tax at the highest marginal corporate tax rate, which is currently 35%, or |
● | a tax on prohibited transactions, that income would be subject to federal tax at a 100% rate. |
S-309 |
REO Account |
Inspections; Collection of Operating Information |
S-310 |
Rating Agency Confirmations |
● | if all the following conditions are satisfied— |
(a) | delivery of a Rating Agency Confirmation from each of the Rating Agencies is a condition precedent to any action under the loan documents related to a Mortgage Loan or the Pooling and Servicing Agreement, |
(b) | the party required to obtain such Rating Agency Confirmations under the Pooling and Servicing Agreement (the “Requesting Party”) has made a request to either Rating Agency for such Rating Agency Confirmation, and |
(c) | within 10 business days following the posting of such request to the Rule 17g-5 Information Provider’s Website, such Rating Agency (I) has not replied to such request or (II) has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, |
● | then all the following provisions shall apply: |
(i) | in the case of (c)(I) above, such Requesting Party will be required to confirm that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related Rating Agency Confirmation again, |
(ii) | if there is no response to either such request for Rating Agency Confirmation within 5 business days following such second request as contemplated by clause (i) above (after seeking to confirm that the applicable Rating Agency received such second Rating Agency Confirmation request) or if the Requesting Party receives the response to the initial request described above in clause (c)(II), then (x) with respect to any condition in any Mortgage Loan document requiring such Rating Agency Confirmation or any other matter under the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans (other than as described in clause (y) below), the Requesting Party (or, if the Requesting Party is the related borrower, then the Master Servicer (with respect to non-Specially Serviced Mortgage Loans) or the Special Servicer (with respect to Specially Serviced Mortgage Loans) shall determine (with the consent of the Subordinate Class Representative, during |
S-311 |
(iii) | in connection with any determination made by the Requesting Party above, the Special Servicer will be required to obtain the consent of the Subordinate Class Representative (during any Subordinate Control Period) or consult with the Subordinate Class Representative (during any Collective Consultation Period) and the Trust Advisor (during any Collective Consultation Period or Senior Consultation Period), with consent or approval deemed to be granted by the Subordinate Class Representative (during any Subordinate Control Period), if it does not respond within five business days of its receipt of a request for consideration from the Special Servicer; and |
(iv) | promptly following the Requesting Party’s determination to take any action discussed above without receiving affirmative Rating Agency Confirmation from a Rating Agency, Requesting Party (to the extent that the applicable information has been provided to the Requesting Party) will be required to provide notice, which may be transmitted by electronic mail to the Rule 17g-5 Information Provider (which will promptly post such notice to the Rule 17g-5 Information Provider’s Website pursuant to the Pooling and Servicing Agreement) and, on the second business day following such electronic notice to the Rule 17g-5 Information Provider, to the Rating Agencies. |
S-312 |
Servicer Termination Events |
● | the Master Servicer or the Special Servicer, as the case may be, fails to deposit, or to remit to the appropriate party for deposit, into the Collection Account, the Companion Loan Collection Account or the REO Account, as applicable, or to remit to the holder of the Serviced Pari Passu Companion Loan any amount required to be so deposited or remitted, which failure continues unremedied for 1 business day following the date on which the deposit or remittance was required to be made; |
● | any failure by the Master Servicer to remit to the Certificate Administrator for deposit in the Distribution Account any amount required to be so remitted, which failure continues unremedied beyond a specified time on the business day following the date on which the remittance was required to be made; |
S-313 |
● | any failure by the Master Servicer or the Special Servicer, as the case may be, to timely make any Servicing Advance required to be made by that party under the Pooling and Servicing Agreement, which failure continues unremedied for five business days (or, in the case of an emergency advance, two business days) following the date on which notice has been given to the Master Servicer or the Special Servicer, as the case may be, by the Trustee; |
● | any failure by the Master Servicer or the Special Servicer, as the case may be, duly to observe or perform in any material respect any of its other covenants or agreements under the Pooling and Servicing Agreement, which failure continues unremedied for 30 days after written notice has been given to the Master Servicer or Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement or by Certificateholders entitled to not less than 25% of the voting rights (determined without notionally reducing the principal balances of the Certificates by any Appraisal Reduction Amounts) or the holder of the Serviced Pari Passu Companion Loan, if applicable; provided, however, that, with respect to any such failure that is not curable within such 30-day period, the Master Servicer or Special Servicer, as the case may be, will have an additional cure period of 60 days to effect such cure so long as the Master Servicer or Special Servicer, as the case may be, has commenced to cure the failure within the initial 30-day period and has provided the Trustee with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; |
● | any breach on the part of the Master Servicer or Special Servicer, as the case may be, of any of its representations or warranties contained in the Pooling and Servicing Agreement that materially and adversely affects the interests of any Class of Certificateholders, which breach continues unremedied for 30 days after written notice of it has been given to the Master Servicer or Special Servicer, as the case may be, by any other party to the Pooling and Servicing Agreement, by Certificateholders entitled to not less than 25% of the voting rights (determined without notionally reducing the principal balances of the Certificates by any Appraisal Reduction Amounts) or the holder of the Serviced Pari Passu Companion Loan, if applicable; provided, however, that, with respect to any such breach that is not curable within such 30-day period, the Master Servicer or Special Servicer, as the case may be, will have an additional cure period of 60 days to effect such cure so long as the Master Servicer or Special Servicer, as the case may be, has commenced to cure the failure within the initial 30-day period and has provided the Trustee with an officer’s certificate certifying that it has diligently pursued, and is continuing to pursue, a full cure; |
● | the occurrence of any of various events of bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities, or similar proceedings with respect to the Master Servicer or the Special Servicer, as the case may be, or the taking by the Master Servicer or the Special Servicer, as the case may be, of various actions indicating its bankruptcy, insolvency or inability to pay its obligations; |
● | KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or any class of commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan, or (B) placed one or more Classes of Certificates or any class of commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan on “watch status” in contemplation of possible rating downgrade or withdrawal (and such “watch status” placement will not have been withdrawn by KBRA within 60 days of such actual knowledge by the Master Servicer or the Special Servicer, as the case may be), and, in case of either of clause (A) or (B), citing servicing concerns with such Master Servicer or such Special Servicer as the sole or a material factor in such rating action; |
● | Moody’s has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates or any class of commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan, or (B) placed one or more Classes |
S-314 |
of Certificates or any class of commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan on “watch status” in contemplation of possible rating downgrade or withdrawal (and such “watch status” placement will not have been withdrawn by Moody’s within 60 days of such actual knowledge by the Master Servicer or the Special Servicer, as the case may be), and, in case of either of clause (A) or (B), citing servicing concerns with such Master Servicer or such Special Servicer as the sole or a material factor in such rating action; |
● | the Master Servicer ceases to have a Master Servicer rating of at least “CMS3” from Fitch and that rating is not reinstated within 30 days or the Special Servicer ceases to have a Special Servicer rating of at least “CSS3” from Fitch and that rating is not reinstated within 30 days, as the case may be; |
● | both (i) the Trustee receives written notice from Fitch (which the Trustee will forward to the Master Servicer or the Special Servicer, as the case may be, and the Certificate Administrator) that the continuation of such Master Servicer or Special Servicer in its respective capacity would result in the downgrade or withdrawal of any rating then assigned by Fitch to any Class of Certificates or any class of commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan and citing servicing concerns with the Master Servicer or the Special Servicer as the sole or a material factor in such rating action and (ii) such notice is not withdrawn, terminated or rescinded within 60 days following the Trustee’s receipt of such notice; |
● | any failure by the Master Servicer or the Special Servicer to deliver (a) any Exchange Act reporting items (other than items to be delivered by a Designated Sub-Servicer) required to be delivered by the Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator under the Pooling and Servicing Agreement by the time required under the Pooling and Servicing Agreement after any applicable grace periods or (b) any Exchange Act reporting items that a sub-servicer or Servicing Function Participant (such a sub-servicer or Servicing Function Participant, the “Sub-Servicing Entity”) retained by the Master Servicer or Special Servicer, as applicable (other than a Designated Sub-Servicer ), is required to deliver (any Sub-Servicing Entity that defaults in accordance with the provision of this bullet point will be terminated at the direction of the Depositor); or |
● | any failure by the Master Servicer to timely make any monthly remittance required to be made under the Pooling and Servicing Agreement to the holder of any Serviced Pari Passu Companion Loan, which failure continues unremedied for one business day following the date on which such remittance is required to be made. |
Rights Upon the Occurrence of a Servicer Termination Event |
S-315 |
● | succeed to all of the responsibilities, duties and liabilities of the terminated Master Servicer or Special Servicer, as the case may be, under the Pooling and Servicing Agreement; or |
● | appoint an established Mortgage Loan servicing institution reasonably acceptable to the Subordinate Class Representative to act as successor to the terminated Master Servicer or Special Servicer, as the case may be. |
S-316 |
Termination, Discharge and Resignation of the Trust Advisor |
S-317 |
Resignation of the Master Servicer and the Special Servicer |
Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor |
S-318 |
S-319 |
S-320 |
Evidence as to Compliance |
S-321 |
● | a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it; |
● | a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria; |
● | the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year, setting forth any material instance of noncompliance identified by the party, a discussion of each such failure and the nature and status thereof; and |
● | a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior fiscal year. |
Servicing of the Non-Serviced Pari Passu Mortgage Loans |
S-322 |
● | The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the WFRBS 2012-C7 Master Servicer, the WFRBS 2012-C7 Special Servicer, the WFRBS 2012-C7 Certificate Administrator or the WFRBS 2012-C7 Trustee or (b) make Servicing Advances with respect to the Non-Serviced Pari Passu Mortgage Loans. The obligation of the Master Servicer to provide information and collections and make debt service advances to the Certificate Administrator for the benefit of the Certificateholders with respect to the Non-Serviced Pari Passu Mortgage Loans is dependent on its receipt of the corresponding information and/or collections from the WFRBS 2012-C7 Master Servicer or the WFRBS 2012-C7 Special Servicer. |
● | Pursuant to the WFRBS 2012-C7 Pooling and Servicing Agreement, the liquidation fee, the special servicing fee and the workout fee with respect to the Non-Serviced Pari Passu Mortgage Loans will be generally similar to the corresponding fee payable under the Pooling and Servicing Agreement. |
● | The Master Servicer will be required to make debt service advances with respect to the Non-Serviced Pari Passu Mortgage Loans, unless (i) the Master Servicer has determined that such advance would not be recoverable from collections on the related Non-Serviced Pari Passu Mortgage Loan or (ii) the WFRBS 2012-C7 Master Servicer has made a similar determination with respect to an advance on the related Non-Serviced Pari Passu Companion Loan. |
● | The WFRBS 2012-C7 Master Servicer is obligated to make servicing advances with respect to each Non-Serviced Loan Combination. If the WFRBS 2012-C7 Master Servicer determines that a servicing advance it made with respect to the related Non-Serviced Loan Combination or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed first from collections on, and proceeds of, the related Non-Serviced Pari Passu Mortgage Loan and the related Non-Serviced Pari Passu Companion Loans, on a pro rata basis (based on each such loan’s outstanding principal balance), and then from general collections on all the Mortgage Loans and from general collections of the related WFRBS 2012-C7 trust, on a pro rata basis (based on each such loan’s outstanding principal balance). |
● | With respect to the Non-Serviced Pari Passu Mortgage Loans during any subordinate control period under the WFRBS 2012-C7 Pooling and Servicing Agreement, the majority subordinate certificateholder under the WFRBS 2012-C7 Pooling and Servicing Agreement, or the subordinate class representative under the WFRBS 2012-C7 Pooling and Servicing Agreement on its behalf, will have the right to terminate the WFRBS 2012-C7 Special Servicer, with or without cause, and appoint itself or an affiliate or another person as the successor WFRBS 2012-C7 Special Servicer. |
● | In addition, with respect to the Non-Serviced Pari Passu Mortgage Loans, during any collective consultation period or senior consultation period under the WFRBS 2012-C7 Pooling and Servicing Agreement, at the written direction of holders of principal balance certificates under the WFRBS 2012-C7 Pooling and Servicing Agreement evidencing not less than 25% of the voting rights of such certificates, a request can be made to vote to terminate the WFRBS 2012-C7 Special Servicer and appoint a successor Special Servicer. |
● | In addition, with respect to the Non-Serviced Pari Passu Mortgage Loans, during any senior consultation period under the WFRBS 2012-C7 Pooling and Servicing Agreement, if the WFRBS 2012-C7 Trust Advisor determines that the WFRBS 2012-C7 Special Servicer is not performing its duties under the WFRBS 2012-C7 Pooling and |
S-323 |
Servicing Agreement in accordance with the related servicing standard, the WFRBS 2012-C7 Trust Advisor will have the right to recommend the replacement of the WFRBS 2012-C7 Special Servicer. |
● | The WFRBS 2012-C7 Special Servicer will be required to take actions with respect to any Non-Serviced Pari Passu Mortgage Loan that becomes a Defaulted Mortgage Loan that are substantially similar to the actions described under “—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this prospectus supplement. |
● | With respect to the Non-Serviced Pari Passu Mortgage Loans, the servicing provisions relating to performing inspections and collecting operating information are substantially similar to those of the Pooling and Servicing Agreement. |
● | The WFRBS 2012-C7 Master Servicer and WFRBS 2012-C7 Special Servicer (a) have substantially similar rights related to resignation and (b) are subject to servicer termination events substantially similar to those in the Pooling and Servicing Agreement, as well as the rights related thereto. |
S-324 |
S-325 |
General |
S-326 |
● | the Mortgage Loans (exclusive of the Excess Interest), |
● | any REO Properties acquired on behalf of the Certificateholders, |
● | the Collection Account maintained by the Master Servicer, |
● | the REO Account maintained by the Special Servicer, and |
● | the Distribution Account and Interest Reserve Account. |
● | the separate non-certificated regular interests in REMIC I will be the regular interests in REMIC I and will be the assets of REMIC II, |
● | the separate non-certificated regular interests in REMIC II will be the regular interests in REMIC II and will be the assets of REMIC III, |
● | the Class A-1, A-2, A-3, A-SB, A-S, B, C, D, E, F, G and H Certificates and the Class A-FX regular interest will evidence the ownership of regular interests in, and will generally be treated as debt obligations of, REMIC III, |
● | the Class X-A Certificates will evidence the ownership of six regular interests in REMIC III, each one corresponding to one of the components of the Class X-A Certificates’ notional amount, and the Class X-A Certificates will generally be treated as debt obligations of, REMIC III, |
● | the Class X-B Certificates will evidence the ownership of one regular interest in REMIC III, corresponding to the sole component of the Class X-B Certificates’ notional amount, and the Class X-B Certificates will generally be treated as debt obligations of, REMIC III, and |
● | the Class R Certificates will evidence ownership of the sole Class of residual interests in each of REMIC I, REMIC II and REMIC III. |
Characterization of Investments in Offered Certificates |
S-327 |
● | a portion of that Certificate may not represent ownership of “loans secured by an interest in real property” or other assets described in section 7701(a)(19)(C) of the Code; |
● | a portion of that Certificate may not represent ownership of “real estate assets” under section 856(c)(5)(B) of the Code; and |
● | the interest on that Certificate may not constitute “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Code. |
(1) | the borrower pledges substitute collateral that consist solely of Government Securities; |
(2) | the mortgage loan documents allow that substitution; |
(3) | the lien is released to facilitate the disposition of the property or any other customary commercial transaction, and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages; and |
(4) | the release is not within two years of the startup day of the REMIC. |
Discount and Premium; Prepayment Consideration |
S-328 |
● | no mortgage loan in the Trust will otherwise be prepaid prior to maturity except that each Mortgage Loan with an Anticipated Repayment Date is assumed to repay in full on that date, and |
● | there will be no extension of maturity for any Mortgage Loan in the Trust. |
S-329 |
Plan Assets |
Special Exemption Applicable to the Offered Certificates |
● | the initial purchase, the holding, and the subsequent resale by Plans of Certificates evidencing interests in pass-through trusts; and |
● | transactions in connection with the servicing, management and operation of such trusts, |
S-330 |
● | the acquisition of the Offered Certificates by a Plan must be on terms, including the price for the Certificates, that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party; |
● | the Offered Certificates acquired by the Plan must have received a rating at the time of such acquisition that is in one of the four highest generic rating categories from Moody’s, S&P, Fitch, DBRS, Inc. (“DBRS”) or DBRS Limited; |
● | the Trustee must not be an affiliate of any other member of the Restricted Group, other than an underwriter; |
● | the sum of all payments made to and retained by the underwriters in connection with the distribution of the Offered Certificates must represent not more than reasonable compensation for underwriting the Certificates; the sum of all payments made to and retained by us in consideration of our assignment of the Mortgage Loans to the Trust Fund must represent not more than the fair market value of such Mortgage Loans; the sum of all payments made to and retained by the Certificate Administrator, tax administrator, the Trustee, the Master Servicers, the Special Servicer and any sub-servicer must represent not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement or other relevant servicing agreement and reimbursement of such person’s reasonable expenses in connection therewith; and |
● | the Plan investing in the Certificates must be an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act. |
● | the investing Plan fiduciary or its affiliates is an obligor with respect to five percent or less of the fair market value of the obligations contained in the Trust; |
● | the Plan’s investment in each Class of Certificates does not exceed 25% of all of the Certificates outstanding of that Class at the time of the acquisition; |
● | immediately after the acquisition, no more than 25% of the assets of the Plan are invested in Certificates representing an interest in one or more trusts containing assets sold or serviced by the same entity; |
S-331 |
● | in connection with the acquisition of Certificates in the initial offering, at least 50% of each Class of Certificates in which Plans invest and of the aggregate interests in the Trust are acquired by persons independent of the Restricted Group; and |
● | the Plan is not sponsored by a member of the Restricted Group. |
● | Wells Fargo Securities, LLC, |
● | RBS Securities Inc., |
● | any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wells Fargo Securities, LLC or RBS Securities Inc., and |
● | any member of the underwriting syndicate or selling group of which a person described in the prior three bullets is a manager or co-manager with respect to any particular Class of the Offered Certificates. |
Insurance Company General Accounts |
S-332 |
General Investment Considerations |
S-333 |
Underwriter | Class A-1 | Class A-2 | Class A-3 | Class A-SB | Class A-S | Class B | Class C | ||||||||
Wells Fargo Securities, LLC | $ 58,706,759 | $ 113,571,872 | $ 250,576,702 | $ 58,660,766 | $ 68,888,819 | $ 40,349,399 | $ 26,571,393 | ||||||||
RBS Securities Inc. | 38,301,241 | 74,096,128 | 163,480,298 | 38,271,234 | 44,944,181 | 26,324,601 | 17,335,607 | ||||||||
Citigroup Global Markets Inc. | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||
Total | $ 97,008,000 | $ 187,668,000 | $ 414,057,000 | $ 96,932,000 | $ 113,833,000 | $ 66,674,000 | $ 43,907,000 |
S-334 |
S-335 |
● | the timely receipt by their holders of all distributions of interest to which they are entitled on each distribution date, and |
● | the ultimate receipt by their holders of all distributions of principal to which they are entitled on or before the distribution date in August 2045, which is the “Rated Final Distribution Date”. |
● | the credit quality of the Mortgage Loans, |
● | structural and legal aspects associated with the Offered Certificates, and |
● | the extent to which the payment stream from the Mortgage Loans is adequate to make distributions of interest and principal required under the Offered Certificates. |
● | the tax attributes of the Offered Certificates or of the Trust Fund, |
● | whether or to what extent prepayments of principal may be received on the Mortgage Loans, |
● | the likelihood or frequency of prepayments of principal on the Mortgage Loans, |
● | the degree to which the amount or frequency of prepayments of principal on the Mortgage Loans might differ from those originally anticipated, |
● | whether or to what extent the interest distributable on any Class of Offered Certificates may be reduced in connection with Net Aggregate Prepayment Interest Shortfalls (or analogous amounts in connection with balloon payments) or whether any compensating interest payments will be made, and |
● | whether and to what extent Default Interest will be received. |
S-336 |
S-337 |
Basis Mortgage Loans | S-185 | |||||
1 | Basis Real Estate Capital | S-185 | ||||
100 Church Street Intercreditor | C | |||||
Agreement | S-123 | |||||
100 Church Street Loan Combination | S-123 | C3CM | S-175 | |||
100 Church Street Loan Combination | C3CM Mortgage Loans | S-175 | ||||
Interested Person | S-125 | C3MF | S-177 | |||
100 Church Street Mortgage Loan | S-123 | Centrum | S-138 | |||
100 Church Street Mortgaged Property | S-123 | Centurion | S-138 | |||
100 Church Street Non-Controlling | Certificate Administrator | S-192 | ||||
Note Holder | S-124 | Certificateholder | S-204 | |||
100 Church Street Pari Passu | Certificates | S-204 | ||||
Companion Loan | S-123 | C-III Capital Group | S-176 | |||
C-III Parent | S-176 | |||||
2 | Class | S-204 | ||||
Class A-SB Planned Principal Balance | S-217 | |||||
2010 PD Amending Directive | ix | Clearstream | S-42, S-209 | |||
2011 Wells CMS Assessment | S-197 | Closing Date | S-154 | |||
2011 Wells Corporate Trust | Code | S-150 | ||||
Assessment | S-193 | Collection Account | S-304 | |||
Collective Consultation Period | S-283 | |||||
3 | Companion Loan | S-122 | ||||
Companion Loan Collection Account | S-304 | |||||
30/360 Basis | S-112 | Control | S-136 | |||
Control-Eligible Certificates | S-214 | |||||
A | Corrected Mortgage Loan | S-266 | ||||
CPR | S-256 | |||||
Acceptable Insurance Default | S-293 | CRE Loans | S-161 | |||
Actual/360 Basis | S-111 | CREFC | S-243 | |||
Additional Servicer | S-321 | CREFC Reports | S-243 | |||
Additional Trust Fund Expense | S-225 | Custodian | S-193 | |||
Administrative Fee Rate | S-213 | Cut-off Date | S-106 | |||
Adverse REMIC Event | S-151 | Cut-off Date Pool Balance | S-106 | |||
ALTA | S-167 | Cut-off Date Principal Balance | S-106 | |||
Anticipated Repayment Date | S-121 | |||||
Appraisal Reduction Amount | S-301 | D | ||||
Appraisal Trigger Event | S-303 | |||||
Appraisal-Reduced Interest Amount | S-223 | DBRS | S-331 | |||
ARD Loan | S-121 | DBTCA | S-192 | |||
Assessment of Compliance | S-322 | Default Interest | S-150 | |||
Assumption Application Fees | S-273 | Defaulted Mortgage Loan | S-214 | |||
Assumption Fees | S-274 | Depositor | S-153 | |||
Attestation Report | S-322 | Designated Sub-Servicer | S-321 | |||
Authorized Collection Account | Designated Trust Advisor Expenses | S-228 | ||||
Withdrawal | S-305 | Dexia | S-162 | |||
Available Distribution Amount | S-218 | Disclosable Special Servicer Fees | S-271 | |||
Discount Rate | S-219 | |||||
B | Distribution Account | S-206 | ||||
Distribution Date Statement | S-238 | |||||
Base Interest Fraction | S-219 | DOL | S-330 | |||
Basis | S-185 | DTC | S-42 | |||
Basis Data Tape | S-190 | Due Date | S-111 | |||
Basis Deal Team | S-190 | |||||
Basis Investment | S-185 |
S-338 |
E | Loss of Value Payment | S-150 | ||||
EDGAR | S-244 | M | ||||
ERISA | S-330 | |||||
ERISA Plan | S-330 | Majority Subordinate Certificateholder | S-282 | |||
Euroclear | S-42, S-209 | Master Servicer | S-194 | |||
Excess Interest | S-206 | Material Action | S-298 | |||
Exchange Act | S-162 | Modification Fees | S-274 | |||
Exemption | S-332 | Moody’s | S-195 | |||
Exemption-Favored Party | S-332 | Morningstar | S-195 | |||
Mortgage Loan | S-106 | |||||
F | Mortgage Loan Purchase Agreement | S-146 | ||||
Mortgage Loan Sellers | S-154 | |||||
FDIC | S-66, S-199 | Mortgage Loans | S-106 | |||
FEMA | S-135 | Mortgage Pass-Through Rate | S-212 | |||
FIEL | x | Mortgage Pool | S-106 | |||
Final Asset Status Report | S-281 | Mortgaged Property | S-106 | |||
Fitch | S-195 | |||||
FSMA | ix | N | ||||
Fund | S-199 | |||||
Net Aggregate Prepayment Interest | ||||||
G | Shortfall | S-210 | ||||
Non-Serviced Loan Combination | S-122 | |||||
GECC | S-138 | Non-Serviced Pari Passu Companion | ||||
GGP | S-137 | Loan | S-107, S-122 | |||
Government Securities | S-112 | Non-Serviced Pari Passu Mortgage | ||||
Grantor Trust | S-326 | Loan | S-107, S-122 | |||
Northridge Fashion Center Intercreditor | ||||||
H | Agreement | S-126 | ||||
Northridge Fashion Center Loan | ||||||
High Net Worth Companies, | Combination | S-125 | ||||
Unincorporated Associations, Etc | ix | Northridge Fashion Center Loan | ||||
Combination Interested Person | S-128 | |||||
I | Northridge Fashion Center Mortgage | |||||
Loan | S-125 | |||||
Initial Rate | S-121 | Northridge Fashion Center Mortgaged | ||||
Interest Reserve Account | S-208 | Property | S-125 | |||
Interested Person | S-310 | Northridge Fashion Center Pari Passu | ||||
Investor Certification | S-243 | Companion Loan | S-125 | |||
Investor Q&A Forum | S-241 | NRSRO | S-242 | |||
Investor Registry | S-241 | NRSRO Certification | S-242 | |||
Issuing Entity | S-153 | |||||
O | ||||||
J | ||||||
OCC | S-154 | |||||
JEMB | S-185 | Offered Certificates | S-204 | |||
Offsetting Modification Fees | S-274 | |||||
L | Originator | S-162 | ||||
Originators | S-154 | |||||
Lennar | S-199 | |||||
Liberty Island | S-170 | P | ||||
Liberty Island Data Tape | S-174 | |||||
Liberty Island Deal Team | S-174 | P&I | S-195 | |||
Liberty Island Mortgage Loans | S-170 | PAR | S-170, S-197 | |||
Liberty Island’s Parent | S-170 | Pari Passu Companion Loan | S-106, S-122 | |||
LIBOR Business Day | S-212 | Pari Passu Mortgage Loan | S-106 | |||
Limited Partner Loans | S-133 | Participants | S-209 | |||
Loan Combination | S-106, S-122 | Party in Interest | S-330 | |||
Lock-out Period | S-112 | PCR | S-167 |
S-339 |
Pentalpha Surveillance | S-200 | S | ||||
Permitted Investments | S-207 | |||||
Permitted Special Servicer/Affiliate | S&P | S-146 | ||||
Fees | S-271 | SEC | S-152 | |||
PL | S-143, S-158 | Securities Act | S-107 | |||
Plan | S-330 | SEL | S-143, S-158, S-172 | |||
PMCC | S-170, S-197 | Senior Consultation Period | S-283 | |||
PML | S-143, S-158, S-172, S-181 | Serviced Loan Combination | S-122 | |||
Pooling and Servicing Agreement | S-263 | Serviced Pari Passu Companion Loan | S-106, S-122 | |||
PPA | S-195 | Serviced Pari Passu Mortgage Loan | S-106, S-122 | |||
Prepayment Interest Excess | S-210 | Servicer Termination Event | S-313 | |||
Prepayment Interest Shortfall | S-210 | Servicing Advances | S-276 | |||
Prepayment Premium | S-220 | Servicing Function Participant | S-321 | |||
Principal Balance Certificates | S-205 | Servicing Standard | S-264 | |||
Principal Distribution Amount | S-213 | Servicing Transfer Event | S-265 | |||
Privileged Information | S-286 | Simon | S-136 | |||
Privileged Person | S-242 | SMMEA | S-333 | |||
Progressive Metal Property | S-142 | Special Servicer | S-198 | |||
Prospectus Directive | viii | Specially Serviced Mortgage Loan | S-265 | |||
PTCE 95-60 | S-333 | Split Loan Structure | S-122 | |||
PTE | S-332 | Sponsor | S-154 | |||
Purchase Price | S-149 | Sponsors | S-154 | |||
PWP | S-170 | Subordinate Class Representative | S-282 | |||
Subordinate Control Period | S-282 | |||||
Q | Sub-Servicing Entity | S-315 | ||||
Qualified Insurer | S-294 | T | ||||
Qualified Replacement Special Servicer | S-291 | |||||
The Royal Bank of Scotland | S-163 | |||||
R | The Royal Bank of Scotland Data Tape | S-168 | ||||
The Royal Bank of Scotland Deal Team | S-167 | |||||
Rated Final Distribution Date | S-336 | TIA | S-246 | |||
Rating Agencies | S-336 | TIA Applicability Determination | S-247 | |||
Rating Agency Confirmation | S-313 | Town Center at Cobb Intercreditor | ||||
RCM | S-199 | Agreement | S-128 | |||
Realized Losses | S-224 | Town Center at Cobb Loan | ||||
Recovered Interest Amounts | S-211 | Combination | S-128 | |||
Regulation AB | S-107, S-322 | Town Center at Cobb Loan | ||||
REIT | S-327 | Combination Interested Person | S-131 | |||
Relevant Member State | viii | Town Center at Cobb Mortgage Loan | S-128 | |||
Relevant Persons | ix | Town Center at Cobb Mortgaged | ||||
REMIC Pool | S-326 | Property | S-128 | |||
REO Account | S-310 | Town Center at Cobb Pari Passu | ||||
REO Companion Loan | S-267 | Companion Loan | S-128 | |||
REO Mortgage Loan | S-267 | Trust | S-153 | |||
REO Property | S-204 | Trust Advisor | S-200 | |||
Requesting Party | S-311 | Trust Advisor Expenses | S-227 | |||
Required Claims-Paying Ratings | S-294 | Trust Fund | S-106 | |||
Responsible Repurchase Party | S-147 | Trustee | S-192 | |||
Restricted Group | S-332 | |||||
Revised Rate | S-121 | U | ||||
Rialto | S-198 | |||||
Rule 15Ga-1 | S-162 | UCC | S-197 | |||
Rule 17g-5 | S-230 | UPB | S-195 | |||
Rule 17g-5 Information Provider | S-312 | UST | S-142 | |||
Rule 17g-5 Information Provider’s | ||||||
Website | S-313 | W | ||||
WAC Rate | S-212 |
S-340 |
Wachovia | S-194 | WFRBS 2012-C7 Subordinate Class | ||||
Wachovia Bank | S-154 | Representative | S-126, S-129 | |||
Wells Fargo Bank | S-154, S-192 | WFRBS 2012-C7 Trust Advisor | S-106 | |||
Wells Fargo Bank Data Tape | S-160 | WFRBS 2012-C7 Trustee | S-107 | |||
Wells Fargo Bank Deal Team | S-160 | Workout Fee Projected Amount | S-270 | |||
WFRBS 2012-C7 | S-106 | |||||
WFRBS 2012-C7 Certificate | Y | |||||
Administrator | S-107 | |||||
WFRBS 2012-C7 Depositor | S-106 | Yield Maintenance Charge | S-220 | |||
WFRBS 2012-C7 Majority Subordinate | Yield Maintenance Discount Rate | S-115 | ||||
Certificateholder | S-128 | YM Group A | S-219 | |||
WFRBS 2012-C7 Master Servicer | S-106, S-322 | YM Group B | S-219 | |||
WFRBS 2012-C7 Pooling and Servicing | YM Groups | S-219 | ||||
Agreement | S-106, S-322 | YTD | S-195 | |||
WFRBS 2012-C7 Special Servicer | S-106 |
S-341 |
and Mortgaged Properties
A-1-1 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Cross Collateralized and Cross Defaulted Loan Flag(2) | Address | City | State | Zip Code | General Property Type | Specific Property Type | Year Built | Year Renovated | |||||||||||
1 | 100 Church Street | WFB | 100 Church Street | New York | NY | 10007 | Office | CBD | 1958 | 2012 | ||||||||||||
2 | Brennan Industrial Portfolio | RBS | Various | Various | Various | Various | Various | Various | Various | Various | ||||||||||||
2.01 | Hannibal | RBS | 3851 & 3855 South Santa Fe Avenue and 2226, 2230, 2240, 2250 and 2332 East 38th Street | Vernon | CA | 90058 | Industrial | Manufacturing | 1930 | |||||||||||||
2.02 | SET - New Boston | RBS | 36211 South Huron Road | New Boston | MI | 48164 | Industrial | Light Industrial | 1992 | |||||||||||||
2.03 | TestAmerica - Sacramento | RBS | 880 Riverside Parkway | Sacramento | CA | 95605 | Office | Flex | 1994 | |||||||||||||
2.04 | Jade Sterling - Illinois | RBS | 5100 West 73rd Street; 7201 South Leamington Avenue | Bedford Park | IL | 60638 | Industrial | Warehouse | 1956; 1958 | 1992; 2006 | ||||||||||||
2.05 | Easley Custom Plastics | RBS | 2930 Greenville Highway | Easley | SC | 29640 | Industrial | Light Industrial | 1976 | |||||||||||||
2.06 | Hover-Davis | RBS | 100 Paragon Drive | Ogden | NY | 14624 | Industrial | Light Industrial | 2000 | |||||||||||||
2.07 | Jade Sterling - Ohio | RBS | 200 Francis D Kenneth Drive; 2300 East Aurora Road | Aurora; Twinsburg | OH | 44202; 44087 | Industrial | Warehouse | 1982; 1975 | NAP; 1995 | ||||||||||||
2.08 | TestAmerica - Arvada | RBS | 4955 Yarrow Street | Arvada | CO | 80002 | Industrial | Flex | 1984 | |||||||||||||
2.09 | Paragon Tech | RBS | 5775 East Ten Mile Road | Warren | MI | 48091 | Industrial | Light Industrial | 1956 | 1996 | ||||||||||||
2.10 | MVP Group - Charleston | RBS | 1031 LeGrand Boulevard | North Charleston | SC | 29492 | Industrial | Warehouse | 2001 | |||||||||||||
2.11 | TestAmerica - Savannah | RBS | 5102 LaRoche Avenue | Savannah | GA | 31404 | Office | Flex | 1988 | |||||||||||||
2.12 | TestAmerica - Pensacola | RBS | 3355 McLemore Drive | Pensacola | FL | 32514 | Office | Flex | 1995 | |||||||||||||
2.13 | Banner Services | RBS | 17382 Foltz Industrial Parkway | Strongsville | OH | 44149 | Industrial | Manufacturing | 1987 | 2008 | ||||||||||||
2.14 | MVP Group - Mayfield | RBS | 112 Industrial Park Drive | Mayfield | KY | 42066 | Industrial | Light Industrial | 1996 | 2003 | ||||||||||||
2.15 | Builders FirstSource | RBS | 1602 Industrial Park Drive | Plant City | FL | 33566 | Industrial | Light Industrial | 1980 | 2011 | ||||||||||||
2.16 | SET - North Vernon | RBS | 1 Steel Way Street | North Vernon | IN | 47266 | Industrial | Light Industrial | 1955 | 1999 | ||||||||||||
2.17 | Progressive Metal | RBS | 1200, 1300 & 1460 Channing Avenue | Ferndale | MI | 48220 | Industrial | Manufacturing | 1940 | |||||||||||||
2.18 | Texas Die Casting | RBS | 600 S. Loop 485 | Gladewater | TX | 75647 | Industrial | Light Industrial | 1982 | |||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | 2846 Industrial Plaza Drive | Tallahassee | FL | 32301 | Industrial | Flex | 1990 | |||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | 1733 North Padre Island Drive | Corpus Christi | TX | 78048 | Industrial | Flex | 1982 | |||||||||||||
3 | Northridge Fashion Center | WFB | 9301 Tampa Avenue | Northridge | CA | 91324 | Retail | Regional Mall | 1971 | 1998 | ||||||||||||
4 | Town Center at Cobb | RBS | 400 Ernest West Barrett Parkway | Kennesaw | GA | 30144 | Retail | Regional Mall | 1985 | 2011 | ||||||||||||
5 | BJ's Portfolio | RBS | Various | Various | Various | Various | Various | Various | Various | |||||||||||||
5.01 | BJ's - Westminster | RBS | 820 Market Street | Westminster | MD | 21157 | Retail | Single Tenant | 2001 | |||||||||||||
5.02 | BJ's - Lancaster | RBS | 110 Centreville Road | East Hempfield Township | PA | 17603 | Retail | Single Tenant | 1996 | |||||||||||||
5.03 | BJ's - Uxbridge | RBS | 869 Quaker Highway | Uxbridge | MA | 01569 | Industrial | Warehouse | 2006 | |||||||||||||
5.04 | BJ's - Deptford | RBS | 1910 Deptford Center Road | Deptford Township | NJ | 08096 | Retail | Single Tenant | 1995 | |||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | 13700 Pines Boulevard | Pembroke Pines | FL | 33027 | Retail | Single Tenant | 1997 | |||||||||||||
5.06 | BJ's - Greenfield | RBS | 42 Colrain Road | Greenfield | MA | 01301 | Retail | Single Tenant | 1997 | |||||||||||||
6 | Battelle Campus | WFB | 3200, 3230, 3320, 3350 Q Avenue; 620 Battelle Boulevard | Richland | WA | 99354 | Office | Suburban | 1990 | |||||||||||||
7 | Plaza on Richmond | RBS | 5070-5176 Richmond Avenue & 3307 Sage Road | Houston | TX | 77056 | Retail | Anchored | 1960 | 2009 | ||||||||||||
8 | DoubleTree New Orleans | RBS | 300 Canal Street | New Orleans | LA | 70130 | Hospitality | Full Service | 1977 | 2008 | ||||||||||||
9 | Cole Office Portfolio | WFB | Various | Various | Various | Various | Office | Suburban | Various | Various | ||||||||||||
9.01 | The Medicines Company | WFB | 8 Sylvan Way | Parsippany | NJ | 07054 | Office | Suburban | 1979 | 2008 | ||||||||||||
9.02 | AGCO Corporation | WFB | 4205 River Green Parkway | Duluth | GA | 30096 | Office | Suburban | 1998 | |||||||||||||
9.03 | Emdeon Office Center | WFB | 100 Airpark Center East | Nashville | TN | 37217 | Office | Suburban | 2010 | |||||||||||||
10 | Bank of America Financial Center | LIG I | 601 West Riverside Avenue & 607 Sprague Street | Spokane | WA | 99201 | Office | CBD | 1981 | |||||||||||||
11 | Fair Hill | RBS | 18100 Town Center Drive | Olney | MD | 20832 | Retail | Anchored | 1998 | 2011 | ||||||||||||
12 | US Bank Centre | RBS | 1350 Euclid Avenue | Cleveland | OH | 44115 | Office | CBD | 1990 | |||||||||||||
13 | Riverstone Marketplace | LIG I | 3425 SE 192nd Avenue | Vancouver | WA | 98607 | Retail | Anchored | 2002 | 2004 | ||||||||||||
14 | Napa Square | WFB | 935, 955 Franklin Street; 1401, 1425, 1455, 1463, 1465, 1485 First Street; 952 & 960 School Street | Napa | CA | 94559 | Mixed Use | Office/Retail | 2009 | |||||||||||||
15 | Holiday Inn Disneyland | WFB | 1240 South Walnut Street | Anaheim | CA | 92802 | Hospitality | Full Service | 1978 | 2009 | ||||||||||||
16 | Southern Shopping Center | RBS | 7525 Tidewater Drive | Norfolk | VA | 23505 | Retail | Anchored | 1957 | 2012 | ||||||||||||
17 | 11800 Tech Road | WFB | 11800 Tech Road | Silver Spring | MD | 20904 | Industrial | Flex | 1969 | 1990 | ||||||||||||
18 | Mission Village | WFB | 473, 475, 483, 479 & 499 East Alessandro Boulevard; 7504 Mission Grove Parkway South; 1953 Mission Village Drive | Riverside | CA | 92508 | Retail | Anchored | 2003 | 2009 | ||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 7701, 8001, and 8101 Stemmons Freeway | Dallas | TX | 75247 | Office | Suburban | Various | Various | ||||||||||||
19.01 | 7701 Stemmons | CIIICM | 7701 Stemmons Freeway | Dallas | TX | 75247 | Office | Suburban | 1968 | 2002 | ||||||||||||
19.02 | 8001 Stemmons | CIIICM | 8001 Stemmons Freeway | Dallas | TX | 75247 | Office | Suburban | 1959 | 2004 | ||||||||||||
19.03 | 8101 Stemmons | CIIICM | 8101 Stemmons Freeway | Dallas | TX | 75247 | Office | Suburban | 1958 | 2009 | ||||||||||||
20 | West Slauson Plaza | WFB | 4925-5015 West Slauson Avenue | Ladera Heights | CA | 90056 | Retail | Anchored | 1970 | 1989 | ||||||||||||
21 | Hyatt House | LIG I | 9685 South Monroe Street | Sandy | UT | 84070 | Hospitality | Extended Stay | 2008 | |||||||||||||
22 | Harvest Hill Apartments | WFB | 8282 Cambridge Street | Houston | TX | 77054 | Multifamily | Garden | 1980 | 2010 | ||||||||||||
23 | Ortho Virginia | WFB | 1115 Boulders Parkway | Richmond | VA | 23225 | Office | Medical | 2011 | |||||||||||||
24 | SpringHill Suites Alexandria | RBS | 6065 Richmond Highway | Alexandria | VA | 22303 | Hospitality | Limited Service | 2010 | |||||||||||||
25 | Laguna Pavilion | WFB | 7400-7440 Laguna Boulevard | Elk Grove | CA | 95758 | Retail | Unanchored | 2001 | |||||||||||||
26 | 75 Commerce Drive | WFB | 75 Commerce Drive | Allendale | NJ | 07401 | Industrial | Flex | 1998 | |||||||||||||
27 | Orangewood Shadows | WFB | 3165 East University Drive | Mesa | AZ | 85213 | Manufactured Housing Community | Manufactured Housing Community | 1978 | |||||||||||||
28 | 249 East Ocean Boulevard | WFB | 249 East Ocean Boulevard | Long Beach | CA | 90802 | Office | CBD | 1981 | 1992 | ||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Various | Various | Various | Various | Industrial | Various | Various | Various | ||||||||||||
29.01 | Silgan - Fort Dodge | WFB | 3591 Maple Drive | Fort Dodge | IA | 50501 | Industrial | Warehouse | 1987 | 2007 | ||||||||||||
29.02 | Silgan - Menomonie | WFB | 1416 Indianhead Drive East | Menomonie | WI | 54751 | Industrial | Warehouse | 1985 | 1999 | ||||||||||||
29.03 | Silgan - Oconomowoc | WFB | 1190 Corporate Center Drive | Oconomowoc | WI | 53066 | Industrial | Flex | 1996 | |||||||||||||
30 | Carpenter Plaza | WFB | 3030-3200 Carpenter Road | Pittsfield Township | MI | 48197 | Retail | Anchored | 1968 | 2003 | ||||||||||||
31 | Bay Bridge MHP | CIIICM | 2 Primrose Lane | Brunswick | ME | 04011 | Manufactured Housing Community | Manufactured Housing Community | 1980s | |||||||||||||
32 | Willowbrook I | CIIICM | 17531-17675 State Highway 249, 12707 North Gessner Drive | Houston | TX | 77064 | Retail | Shadow Anchored | 2001 | |||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 6055 Richmond Highway | Alexandria | VA | 22302 | Hospitality | Limited Service | 2010 | |||||||||||||
34 | Selma Square | WFB | 2751-2883 Highland Avenue | Selma | CA | 93662 | Retail | Anchored | 2000 | |||||||||||||
35 | Broadview Gardens | RBS | 1907 Pleasantdale Road | Cleveland | OH | 44109 | Multifamily | Garden | 1949 | |||||||||||||
36 | Peppertree Apartments | RBS | 4640 Forest Hills Drive | North Charleston | SC | 29418 | Multifamily | Garden | 1982 | 1989 | ||||||||||||
37 | Athens Town Center | CIIICM | Crossed Portfolio A | 601 US Highway 72 West | Athens | AL | 35611 | Retail | Anchored | 1988 | ||||||||||||
38 | Cordele Corner | CIIICM | Crossed Portfolio A | 1407-1413 East 16th Avenue | Cordele | GA | 31015 | Retail | Anchored | 1987 | ||||||||||||
39 | Boynton West Shopping Center | WFB | 9903 South Military Trail | Boynton Beach | FL | 33436 | Retail | Anchored | 1982 | 1997 | ||||||||||||
40 | Springhill Suites - San Angelo | RBS | 2544 Southwest Blvd | San Angelo | TX | 76901 | Hospitality | Limited Service | 2010 | |||||||||||||
41 | Winco Plaza | Basis | 251 East Barnett Road | Medford | OR | 97501 | Retail | Anchored | 1977 | |||||||||||||
42 | Shops at Freedom | RBS | 2907-3053 Freedom Drive | Charlotte | NC | 28208 | Retail | Anchored | 1962 | 2004 | ||||||||||||
43 | Tower Automotive | WFB | Various | Various | Various | Various | Industrial | Warehouse | Various | Various | ||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | 44850 North Groesbeck Highway | Clinton Township | MI | 48036 | Industrial | Warehouse | 1995 | 2012 | ||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | 9841 County Highway 49 | Upper Sandusky | OH | 43351 | Industrial | Warehouse | 1977 | 1999 | ||||||||||||
44 | Newport Place Building | RBS | 4122 Factoria Boulevard | Bellevue | WA | 98006 | Office | Suburban | 1982 | 2000 | ||||||||||||
45 | NCR Building | RBS | 15400 SE 30th Place | Bellevue | WA | 98007 | Office | Suburban | 1984 | |||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 1421 North Battlefield Boulevard | Chesapeake | VA | 23320 | Hospitality | Limited Service | 2008 | |||||||||||||
47 | U-Store Self Storage Portfolio | WFB | Various | Various | MI | Various | Self Storage | Self Storage | Various | |||||||||||||
47.01 | U-Store - Brighton | WFB | 5850 Whitmore Lake Road | Brighton | MI | 48116 | Self Storage | Self Storage | 1980 | |||||||||||||
47.02 | U-Store - South Lyon | WFB | 271 Lottie Street | South Lyon | MI | 48178 | Self Storage | Self Storage | 1985 | |||||||||||||
47.03 | U-Store - Saline | WFB | 1145 Industrial Drive | Saline | MI | 48176 | Self Storage | Self Storage | 1986 | |||||||||||||
47.04 | U-Store Holly | WFB | 4228 Grange Hall Road | Holly | MI | 48442 | Self Storage | Self Storage | 1987 | |||||||||||||
47.05 | U-Store Davison | WFB | 10096 Lapeer Road | Davison | MI | 48423 | Self Storage | Self Storage | 1986 | |||||||||||||
47.06 | U-Store - Jackson | WFB | 155 North Dettman Road | Jackson | MI | 49202 | Self Storage | Self Storage | 1987 | |||||||||||||
48 | Creekside Village Apartments | RBS | 5450 SW Erickson Avenue | Beaverton | OR | 97005 | Multifamily | Senior Housing | 1985 | |||||||||||||
49 | Portairs Shopping Center | RBS | 4104, 4102 & 4302 Ayers Street | Corpus Christi | TX | 78415 | Retail | Anchored | 1953 | 1998 | ||||||||||||
50 | Jetton Medical Building | WFB | 19475 & 19485 Old Jetton Road | Cornelius | NC | 28031 | Office | Medical | 2007 |
A-1-2 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Cross Collateralized and Cross Defaulted Loan Flag(2) | Address | City | State | Zip Code | General Property Type | Specific Property Type | Year Built | Year Renovated | |||||||||||
51 | Magna International, Inc. | WFB | 6701 Statesville Boulevard | Salisbury | NC | 28147 | Industrial | Warehouse | 1991 | 2005 | ||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 5800 Neal Avenue North | Oak Park Heights | MN | 55082 | Retail | Anchored | 1997 | 2011 | ||||||||||||
53 | Westcliff Shopping Center | WFB | 3511 West Biddison Street | Fort Worth | TX | 76109 | Retail | Anchored | 1955 | 2009 | ||||||||||||
54 | 2860 Bath Pike | RBS | 2860 Bath Pike | Nazareth | PA | 18064 | Industrial | Warehouse | 1955 | 2001 | ||||||||||||
55 | Liberty Square | CIIICM | 149 W Hendry Street | Hinesville | GA | 31313 | Retail | Unanchored | 1976 | |||||||||||||
56 | World Trade Park | WFB | 10700 World Trade Boulevard | Raleigh | NC | 27617 | Industrial | Flex | 2001 | |||||||||||||
57 | North Academy III | WFB | 7214-7238, 7320-7344 and 7390-7450 North Academy Boulevard | Colorado Springs | CO | 80920 | Retail | Unanchored | 2001 | |||||||||||||
58 | Storage Direct | WFB | 3318 Old Bridge Road | Woodbridge | VA | 22192 | Self Storage | Self Storage | 1999 | |||||||||||||
59 | Cordelia Industrial | WFB | 2850, 2860, & 2870 Cordelia Road | Fairfield | CA | 94534 | Industrial | Flex | 1992 | |||||||||||||
60 | Trojan Storage Sun Valley | WFB | 11022 Olinda Street | Sun Valley | CA | 91352 | Self Storage | Self Storage | 2005 | |||||||||||||
61 | Marymoor Storage | WFB | 6065 East Lake Sammamish Parkway NE | Redmond | WA | 98052 | Self Storage | Self Storage | 2006 | |||||||||||||
62 | Great Space Storage | RBS | 11301 Bonita Beach Road | Bonita Springs | FL | 34135 | Self Storage | Self Storage | 2008 | |||||||||||||
63 | Wildcat II Portfolio | RBS | Various | Lakewood | OH | 44107 | Multifamily | Garden | Various | |||||||||||||
63.01 | Executive House | RBS | 11839 Clifton Boulevard | Lakewood | OH | 44107 | Multifamily | Garden | 1961 | |||||||||||||
63.02 | Bellecliff Apartments | RBS | 14530 Clifton Boulevard | Lakewood | OH | 44107 | Multifamily | Garden | 1960 | |||||||||||||
63.03 | Edgeley Manor | RBS | 11863 Edgewater Drive | Lakewood | OH | 44107 | Multifamily | Garden | 1930 | |||||||||||||
63.04 | Edgewater South | RBS | 11843 Edgewater Drive | Lakewood | OH | 44107 | Multifamily | Garden | 1951 | |||||||||||||
63.05 | Georgian Manor | RBS | 11741 Edgewater Avenue | Lakewood | OH | 44107 | Multifamily | Garden | 1925 | |||||||||||||
63.06 | Viktoria Apartments | RBS | 1063 Cove Avenue | Lakewood | OH | 44107 | Multifamily | Garden | 1931 | |||||||||||||
64 | Devon Storage | WFB | Various | Various | MI | Various | Self Storage | Self Storage | Various | |||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | 4710-4766 South State Road | Ann Arbor | MI | 48108 | Self Storage | Self Storage | 2004 | |||||||||||||
64.02 | Devon Storage - Clinton | WFB | 33985 Harper Avenue | Clinton Township | MI | 48035 | Self Storage | Self Storage | 2003 | |||||||||||||
65 | Lakewood Club | RBS | 1337 Hird Avenue | Lakewood | OH | 44107 | Multifamily | Low Rise | 1961 | |||||||||||||
66 | Pine Ridge Square | Basis | 1401 West Main Street | Gaylord | MI | 49735 | Retail | Anchored | 1991 | 2012 | ||||||||||||
67 | Bloomfield Medical Village | CIIICM | 6405 Telegraph Road | Bloomfield Township | MI | 48301 | Office | Medical | 1968 | Periodic | ||||||||||||
68 | 1095 Spice Island Drive | WFB | 1095 Spice Island Drive | Sparks | NV | 89431 | Industrial | Warehouse | 1989 | |||||||||||||
69 | Lucerne Lakeside | CIIICM | 3100 Lucerne Park Road | Winter Haven | FL | 33881 | Manufactured Housing Community | Manufactured Housing Community | 1964 | |||||||||||||
70 | Traditions Apartments - Franklin | RBS | 1600 Traditions Court | Franklin | IN | 46131 | Multifamily | Garden | 1996 | |||||||||||||
71 | Your Extra Attic Vinings | RBS | 2909 Log Cabin Drive SE | Smyrna | GA | 30080 | Self Storage | Self Storage | 2006 | |||||||||||||
72 | Hartsville Crossing | WFB | 1150 South 4th Street | Hartsville | SC | 29550 | Retail | Shadow Anchored | 2001 | |||||||||||||
73 | Rite Aid Buffalo | Basis | Crossed Portfolio B | 1625 Broadway | Buffalo | NY | 14212 | Retail | Single Tenant | 2000 | ||||||||||||
74 | Rite Aid Weirton | Basis | Crossed Portfolio B | 1360 Cove Road | Weirton | WV | 26062 | Retail | Single Tenant | 2000 | ||||||||||||
75 | Fair Oaks | CIIICM | 4405 and 4443 River Oaks Boulevard | Fort Worth | TX | 76114 | Retail | Anchored | 1954 | 2011 | ||||||||||||
76 | Willow Wind | CIIICM | 2620-2640 N. Delaney Rd. | Waukegan | IL | 60087 | Multifamily | Conventional | 1986 | |||||||||||||
77 | Woodlawn Manor MHC | WFB | 555 4th Street | Vero Beach | FL | 32962 | Manufactured Housing Community | Manufactured Housing Community | 1974 | |||||||||||||
78 | Sabo Self Storage | CIIICM | 10801 Sabo Road | Houston | TX | 77089 | Self Storage | Self Storage | 2006 | |||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 602 W. Main Street | Whitehouse | TX | 75791 | Manufactured Housing Community | Manufactured Housing Community | 1982 | |||||||||||||
80 | Star & Stripes Storage | WFB | 1206 Red Bank Road | Goose Creek | SC | 29445 | Self Storage | Self Storage | 1991 |
A-1-3 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Number of Units(3) | Unit of Measure | Cut-off Date Balance Per Unit/SF(3)(4) | Original Balance ($)(4) | Cut-off Date Balance ($)(4) | % of Aggregate Cut-off Date Balance(4) | Maturity Date or ARD Balloon Payment ($) | ARD Loan | Origination Date | First Pay Date | Last IO Pay Date | First P&I Pay Date | Maturity Date or Anticipated Repayment Date | ARD Loan Maturity Date | ||||||||||||||||
1 | 100 Church Street | WFB | 1,099,455 | Sq. Ft. | 209 | 150,000,000 | 150,000,000 | 11.5% | 128,716,353 | N | 6/15/2012 | 8/1/2012 | 7/1/2014 | 8/1/2014 | 7/1/2022 | |||||||||||||||||
2 | Brennan Industrial Portfolio | RBS | 2,355,558 | Sq. Ft. | 44 | 102,720,000 | 102,720,000 | 7.9% | 102,720,000 | N | 6/29/2012 | 8/1/2012 | 7/1/2017 | 7/1/2017 | ||||||||||||||||||
2.01 | Hannibal | RBS | 429,122 | Sq. Ft. | 28,830,000 | 28,830,000 | 2.2% | |||||||||||||||||||||||||
2.02 | SET - New Boston | RBS | 254,351 | Sq. Ft. | 9,064,000 | 9,064,000 | 0.7% | |||||||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | 66,203 | Sq. Ft. | 6,921,000 | 6,921,000 | 0.5% | |||||||||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | 215,389 | Sq. Ft. | 6,552,000 | 6,552,000 | 0.5% | |||||||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | 257,086 | Sq. Ft. | 5,842,000 | 5,842,000 | 0.4% | |||||||||||||||||||||||||
2.06 | Hover-Davis | RBS | 66,100 | Sq. Ft. | 5,381,000 | 5,381,000 | 0.4% | |||||||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | 174,511 | Sq. Ft. | 5,360,000 | 5,360,000 | 0.4% | |||||||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | 57,966 | Sq. Ft. | 4,951,000 | 4,951,000 | 0.4% | |||||||||||||||||||||||||
2.09 | Paragon Tech | RBS | 88,857 | Sq. Ft. | 4,808,000 | 4,808,000 | 0.4% | |||||||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | 108,000 | Sq. Ft. | 4,421,000 | 4,421,000 | 0.3% | |||||||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | 54,284 | Sq. Ft. | 4,070,000 | 4,070,000 | 0.3% | |||||||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | 21,911 | Sq. Ft. | 2,682,000 | 2,682,000 | 0.2% | |||||||||||||||||||||||||
2.13 | Banner Services | RBS | 58,450 | Sq. Ft. | 2,456,000 | 2,456,000 | 0.2% | |||||||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | 101,244 | Sq. Ft. | 2,251,000 | 2,251,000 | 0.2% | |||||||||||||||||||||||||
2.15 | Builders FirstSource | RBS | 116,897 | Sq. Ft. | 2,205,000 | 2,205,000 | 0.2% | |||||||||||||||||||||||||
2.16 | SET - North Vernon | RBS | 117,376 | Sq. Ft. | 2,076,000 | 2,076,000 | 0.2% | |||||||||||||||||||||||||
2.17 | Progressive Metal | RBS | 58,250 | Sq. Ft. | 1,940,000 | 1,940,000 | 0.1% | |||||||||||||||||||||||||
2.18 | Texas Die Casting | RBS | 78,177 | Sq. Ft. | 1,222,000 | 1,222,000 | 0.1% | |||||||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | 16,500 | Sq. Ft. | 1,088,000 | 1,088,000 | 0.1% | |||||||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | 14,884 | Sq. Ft. | 600,000 | 600,000 | 0.0% | |||||||||||||||||||||||||
3 | Northridge Fashion Center | WFB | 643,564 | Sq. Ft. | 383 | 91,000,000 | 89,331,381 | 6.9% | 73,687,756 | N | 4/1/2011 | 5/1/2011 | 5/1/2011 | 12/1/2021 | ||||||||||||||||||
4 | Town Center at Cobb | RBS | 559,940 | Sq. Ft. | 357 | 70,000,000 | 70,000,000 | 5.4% | 60,197,323 | N | 4/25/2012 | 6/1/2012 | 5/1/2014 | 6/1/2014 | 5/1/2022 | |||||||||||||||||
5 | BJ's Portfolio | RBS | 1,129,828 | Sq. Ft. | 60 | 68,110,000 | 68,110,000 | 5.2% | 68,110,000 | Y | 6/5/2012 | 8/1/2012 | 7/1/2022 | 7/1/2022 | 7/1/2042 | |||||||||||||||||
5.01 | BJ's - Westminster | RBS | 109,310 | Sq. Ft. | 13,977,775 | 13,977,775 | 1.1% | |||||||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | 108,447 | Sq. Ft. | 13,620,895 | 13,620,895 | 1.0% | |||||||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | 618,000 | Sq. Ft. | 12,645,000 | 12,645,000 | 1.0% | |||||||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | 116,386 | Sq. Ft. | 11,003,780 | 11,003,780 | 0.8% | |||||||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | 108,625 | Sq. Ft. | 8,446,145 | 8,446,145 | 0.6% | |||||||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | 69,060 | Sq. Ft. | 8,416,405 | 8,416,405 | 0.6% | |||||||||||||||||||||||||
6 | Battelle Campus | WFB | 340,104 | Sq. Ft. | 176 | 60,000,000 | 59,896,055 | 4.6% | 42,242,846 | N | 6/25/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
7 | Plaza on Richmond | RBS | 193,636 | Sq. Ft. | 227 | 44,000,000 | 44,000,000 | 3.4% | 37,773,698 | N | 7/5/2012 | 9/1/2012 | 8/1/2014 | 9/1/2014 | 8/1/2022 | |||||||||||||||||
8 | DoubleTree New Orleans | RBS | 367 | Rooms | 114,318 | 42,000,000 | 41,954,842 | 3.2% | 38,705,590 | N | 6/15/2012 | 8/1/2012 | 8/1/2012 | 7/1/2017 | ||||||||||||||||||
9 | Cole Office Portfolio | WFB | 356,420 | Sq. Ft. | 115 | 41,000,000 | 41,000,000 | 3.2% | 41,000,000 | Y | 5/23/2012 | 7/1/2012 | 6/1/2022 | 6/1/2022 | 6/1/2032 | |||||||||||||||||
9.01 | The Medicines Company | WFB | 176,062 | Sq. Ft. | 27,700,000 | 27,700,000 | 2.1% | |||||||||||||||||||||||||
9.02 | AGCO Corporation | WFB | 125,800 | Sq. Ft. | 8,600,000 | 8,600,000 | 0.7% | |||||||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | 54,558 | Sq. Ft. | 4,700,000 | 4,700,000 | 0.4% | |||||||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | 324,165 | Sq. Ft. | 102 | 33,000,000 | 33,000,000 | 2.5% | 29,126,629 | N | 6/15/2012 | 8/1/2012 | 7/1/2015 | 8/1/2015 | 7/1/2022 | |||||||||||||||||
11 | Fair Hill | RBS | 110,072 | Sq. Ft. | 284 | 31,250,000 | 31,250,000 | 2.4% | 26,128,620 | N | 6/26/2012 | 8/1/2012 | 7/1/2013 | 8/1/2013 | 7/1/2022 | |||||||||||||||||
12 | US Bank Centre | RBS | 244,861 | Sq. Ft. | 90 | 22,000,000 | 21,976,676 | 1.7% | 18,093,092 | N | 6/25/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
13 | Riverstone Marketplace | LIG I | 95,774 | Sq. Ft. | 210 | 20,150,000 | 20,128,385 | 1.5% | 16,544,531 | N | 6/15/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
14 | Napa Square | WFB | 65,857 | Sq. Ft. | 303 | 20,000,000 | 19,977,989 | 1.5% | 16,361,869 | N | 6/28/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
15 | Holiday Inn Disneyland | WFB | 255 | Rooms | 78,212 | 20,300,000 | 19,944,076 | 1.5% | 18,130,040 | N | 8/5/2011 | 10/1/2011 | 10/1/2011 | 9/1/2016 | ||||||||||||||||||
16 | Southern Shopping Center | RBS | 246,622 | Sq. Ft. | 79 | 19,500,000 | 19,477,989 | 1.5% | 15,894,372 | N | 6/8/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
17 | 11800 Tech Road | WFB | 230,394 | Sq. Ft. | 78 | 18,000,000 | 18,000,000 | 1.4% | 15,536,450 | N | 6/14/2012 | 8/1/2012 | 7/1/2014 | 8/1/2014 | 7/1/2022 | |||||||||||||||||
18 | Mission Village | WFB | 85,066 | Sq. Ft. | 211 | 18,000,000 | 17,956,103 | 1.4% | 14,626,484 | N | 5/31/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 340,758 | Sq. Ft. | 49 | 16,750,000 | 16,712,448 | 1.3% | 14,087,500 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2017 | ||||||||||||||||||
19.01 | 7701 Stemmons | CIIICM | 173,299 | Sq. Ft. | 8,500,000 | 8,480,944 | 0.7% | |||||||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | 109,396 | Sq. Ft. | 5,750,000 | 5,737,109 | 0.4% | |||||||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | 58,063 | Sq. Ft. | 2,500,000 | 2,494,395 | 0.2% | |||||||||||||||||||||||||
20 | West Slauson Plaza | WFB | 129,960 | Sq. Ft. | 123 | 16,000,000 | 15,983,670 | 1.2% | 13,226,959 | N | 6/13/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
21 | Hyatt House | LIG I | 137 | Rooms | 99,117 | 13,600,000 | 13,579,013 | 1.0% | 10,164,839 | N | 6/14/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
22 | Harvest Hill Apartments | WFB | 336 | Units | 36,607 | 12,300,000 | 12,300,000 | 0.9% | 10,827,280 | N | 4/30/2012 | 6/1/2012 | 5/1/2015 | 6/1/2015 | 5/1/2022 | |||||||||||||||||
23 | Ortho Virginia | WFB | 64,430 | Sq. Ft. | 189 | 12,200,000 | 12,186,944 | 0.9% | 10,020,321 | N | 6/14/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
24 | SpringHill Suites Alexandria | RBS | 91 | Rooms | 132,209 | 12,050,000 | 12,031,000 | 0.9% | 8,966,802 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
25 | Laguna Pavilion | WFB | 64,811 | Sq. Ft. | 178 | 11,600,000 | 11,541,930 | 0.9% | 9,705,413 | N | 3/1/2012 | 4/1/2012 | 4/1/2012 | 3/1/2022 | ||||||||||||||||||
26 | 75 Commerce Drive | WFB | 114,206 | Sq. Ft. | 100 | 11,500,000 | 11,452,318 | 0.9% | 9,591,032 | N | 3/13/2012 | 5/1/2012 | 5/1/2012 | 4/1/2022 | ||||||||||||||||||
27 | Orangewood Shadows | WFB | 390 | Pads | 27,242 | 10,635,000 | 10,624,352 | 0.8% | 8,814,318 | N | 6/15/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
28 | 249 East Ocean Boulevard | WFB | 111,248 | Sq. Ft. | 94 | 10,500,000 | 10,464,767 | 0.8% | 8,627,030 | N | 4/16/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 371,061 | Sq. Ft. | 27 | 10,000,000 | 9,953,562 | 0.8% | 6,342,399 | N | 5/10/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | 200,630 | Sq. Ft. | 4,445,000 | 4,424,358 | 0.3% | |||||||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | 129,596 | Sq. Ft. | 2,983,000 | 2,969,148 | 0.2% | |||||||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | 40,835 | Sq. Ft. | 2,572,000 | 2,560,056 | 0.2% | |||||||||||||||||||||||||
30 | Carpenter Plaza | WFB | 211,555 | Sq. Ft. | 47 | 10,000,000 | 9,949,986 | 0.8% | 7,402,995 | N | 4/2/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
31 | Bay Bridge MHP | CIIICM | 493 | Pads | 19,250 | 9,500,000 | 9,490,327 | 0.7% | 7,856,028 | N | 6/25/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
32 | Willowbrook I | CIIICM | 66,875 | Sq. Ft. | 142 | 9,500,000 | 9,486,479 | 0.7% | 7,213,450 | N | 6/22/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 86 | Rooms | 109,710 | 9,450,000 | 9,435,099 | 0.7% | 7,032,057 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
34 | Selma Square | WFB | 101,734 | Sq. Ft. | 91 | 9,300,000 | 9,278,004 | 0.7% | 7,595,189 | N | 6/1/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
35 | Broadview Gardens | RBS | 418 | Units | 22,178 | 9,285,000 | 9,270,438 | 0.7% | 6,916,907 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
36 | Peppertree Apartments | RBS | 353 | Units | 25,473 | 9,000,000 | 8,991,939 | 0.7% | 7,564,415 | N | 6/22/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
37 | Athens Town Center | CIIICM | 209,124 | Sq. Ft. | 27 | 5,850,000 | 5,844,001 | 0.4% | 4,832,999 | N | 6/22/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
38 | Cordele Corner | CIIICM | 120,868 | Sq. Ft. | 27 | 3,150,000 | 3,145,278 | 0.2% | 2,368,061 | N | 6/22/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
39 | Boynton West Shopping Center | WFB | 190,924 | Sq. Ft. | 47 | 9,000,000 | 8,976,218 | 0.7% | 7,212,889 | N | 5/16/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
40 | Springhill Suites - San Angelo | RBS | 96 | Rooms | 92,789 | 9,000,000 | 8,907,738 | 0.7% | 5,930,762 | N | 2/15/2012 | 4/1/2012 | 4/1/2012 | 3/1/2022 | ||||||||||||||||||
41 | Winco Plaza | Basis | 147,934 | Sq. Ft. | 59 | 8,750,000 | 8,740,370 | 0.7% | 7,158,319 | N | 6/19/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
42 | Shops at Freedom | RBS | 180,742 | Sq. Ft. | 47 | 8,500,000 | 8,479,523 | 0.7% | 7,804,120 | N | 5/17/2012 | 7/1/2012 | 7/1/2012 | 6/1/2017 | ||||||||||||||||||
43 | Tower Automotive | WFB | 465,250 | Sq. Ft. | 18 | 8,500,000 | 8,460,970 | 0.7% | 7,159,248 | N | 5/3/2012 | 7/1/2012 | 7/1/2012 | 6/1/2017 | ||||||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | 385,250 | Sq. Ft. | 8,180,000 | 8,142,440 | 0.6% | |||||||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | 80,000 | Sq. Ft. | 320,000 | 318,531 | 0.0% | |||||||||||||||||||||||||
44 | Newport Place Building | RBS | 41,081 | Sq. Ft. | 197 | 8,100,000 | 8,080,287 | 0.6% | 6,584,145 | N | 5/31/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
45 | NCR Building | RBS | 47,572 | Sq. Ft. | 164 | 7,800,000 | 7,781,017 | 0.6% | 6,340,287 | N | 5/31/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 104 | Rooms | 71,910 | 7,500,000 | 7,478,651 | 0.6% | 5,758,153 | N | 5/31/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 551,500 | Sq. Ft. | 13 | 7,300,000 | 7,289,610 | 0.6% | 5,542,966 | N | 6/15/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
47.01 | U-Store - Brighton | WFB | 195,630 | Sq. Ft. | 3,050,000 | 3,045,659 | 0.2% | |||||||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | 61,270 | Sq. Ft. | 1,325,000 | 1,323,114 | 0.1% | |||||||||||||||||||||||||
47.03 | U-Store - Saline | WFB | 111,400 | Sq. Ft. | 1,250,000 | 1,248,221 | 0.1% | |||||||||||||||||||||||||
47.04 | U-Store Holly | WFB | 74,150 | Sq. Ft. | 725,000 | 723,968 | 0.1% | |||||||||||||||||||||||||
47.05 | U-Store Davison | WFB | 68,250 | Sq. Ft. | 700,000 | 699,004 | 0.1% | |||||||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | 40,800 | Sq. Ft. | 250,000 | 249,644 | 0.0% | |||||||||||||||||||||||||
48 | Creekside Village Apartments | RBS | 120 | Units | 60,741 | 7,300,000 | 7,288,958 | 0.6% | 5,477,985 | N | 6/28/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
49 | Portairs Shopping Center | RBS | 116,710 | Sq. Ft. | 61 | 7,150,000 | 7,142,131 | 0.5% | 5,849,369 | N | 6/12/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
50 | Jetton Medical Building | WFB | 44,893 | Sq. Ft. | 156 | 7,000,000 | 6,983,308 | 0.5% | 5,709,176 | N | 5/16/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 |
A-1-4 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Number of Units(3) | Unit of Measure | Cut-off Date Balance Per Unit/SF(3)(4) | Original Balance ($)(4) | Cut-off Date Balance ($)(4) | % of Aggregate Cut-off Date Balance(4) | Maturity Date or ARD Balloon Payment ($) | ARD Loan | Origination Date | First Pay Date | Last IO Pay Date | First P&I Pay Date | Maturity Date or Anticipated Repayment Date | ARD Loan Maturity Date | ||||||||||||||||
51 | Magna International, Inc. | WFB | 257,929 | Sq. Ft. | 27 | 7,000,000 | 6,954,375 | 0.5% | 5,301,630 | N | 4/10/2012 | 6/1/2012 | 6/1/2012 | 10/1/2019 | ||||||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 98,157 | Sq. Ft. | 67 | 6,550,000 | 6,543,040 | 0.5% | 6,040,810 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2017 | ||||||||||||||||||
53 | Westcliff Shopping Center | WFB | 133,071 | Sq. Ft. | 49 | 6,500,000 | 6,474,577 | 0.5% | 5,923,942 | N | 4/11/2012 | 6/1/2012 | 6/1/2012 | 5/1/2017 | ||||||||||||||||||
54 | 2860 Bath Pike | RBS | 188,500 | Sq. Ft. | 34 | 6,330,000 | 6,316,513 | 0.5% | 5,254,305 | N | 5/15/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
55 | Liberty Square | CIIICM | 109,268 | Sq. Ft. | 55 | 6,000,000 | 5,994,307 | 0.5% | 5,007,387 | N | 6/19/2012 | 8/7/2012 | 8/7/2012 | 7/7/2022 | ||||||||||||||||||
56 | World Trade Park | WFB | 134,809 | Sq. Ft. | 44 | 6,000,000 | 5,993,669 | 0.5% | 4,937,699 | N | 6/8/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
57 | North Academy III | WFB | 47,002 | Sq. Ft. | 127 | 6,000,000 | 5,978,840 | 0.5% | 4,394,876 | N | 5/17/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
58 | Storage Direct | WFB | 66,810 | Sq. Ft. | 87 | 5,850,000 | 5,831,534 | 0.4% | 4,850,137 | N | 4/10/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
59 | Cordelia Industrial | WFB | 98,785 | Sq. Ft. | 57 | 5,625,000 | 5,625,000 | 0.4% | 4,741,987 | N | 5/30/2012 | 7/1/2012 | 6/1/2013 | 7/1/2013 | 6/1/2022 | |||||||||||||||||
60 | Trojan Storage Sun Valley | WFB | 72,811 | Sq. Ft. | 76 | 5,550,000 | 5,527,086 | 0.4% | 4,631,599 | N | 3/2/2012 | 5/1/2012 | 5/1/2012 | 4/1/2022 | ||||||||||||||||||
61 | Marymoor Storage | WFB | 51,511 | Sq. Ft. | 95 | 4,930,000 | 4,917,830 | 0.4% | 3,997,879 | N | 5/14/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
62 | Great Space Storage | RBS | 67,759 | Sq. Ft. | 70 | 4,750,000 | 4,744,857 | 0.4% | 3,894,949 | N | 6/4/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
63 | Wildcat II Portfolio | RBS | 168 | Units | 27,576 | 4,640,000 | 4,632,723 | 0.4% | 3,456,590 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
63.01 | Executive House | RBS | 59 | Units | 1,629,524 | 1,626,968 | 0.1% | |||||||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | 38 | Units | 1,049,524 | 1,047,878 | 0.1% | |||||||||||||||||||||||||
63.03 | Edgeley Manor | RBS | 25 | Units | 690,476 | 689,393 | 0.1% | |||||||||||||||||||||||||
63.04 | Edgewater South | RBS | 20 | Units | 552,381 | 551,515 | 0.0% | |||||||||||||||||||||||||
63.05 | Georgian Manor | RBS | 13 | Units | 359,048 | 358,485 | 0.0% | |||||||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | 13 | Units | 359,048 | 358,485 | 0.0% | |||||||||||||||||||||||||
64 | Devon Storage | WFB | 177,341 | Sq. Ft. | 26 | 4,600,000 | 4,589,626 | 0.4% | 3,785,335 | N | 5/4/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | 114,256 | Sq. Ft. | 3,295,000 | 3,287,569 | 0.3% | |||||||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | 63,085 | Sq. Ft. | 1,305,000 | 1,302,057 | 0.1% | |||||||||||||||||||||||||
65 | Lakewood Club | RBS | 183 | Units | 22,233 | 4,075,000 | 4,068,689 | 0.3% | 3,043,491 | N | 6/21/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
66 | Pine Ridge Square | Basis | 188,286 | Sq. Ft. | 21 | 4,000,000 | 3,994,168 | 0.3% | 3,023,273 | N | 6/22/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
67 | Bloomfield Medical Village | CIIICM | 34,533 | Sq. Ft. | 112 | 3,867,000 | 3,863,412 | 0.3% | 3,236,274 | N | 6/27/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
68 | 1095 Spice Island Drive | WFB | 181,600 | Sq. Ft. | 20 | 3,725,000 | 3,712,689 | 0.3% | 3,067,541 | N | 5/1/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
69 | Lucerne Lakeside | CIIICM | 140 | Pads | 24,974 | 3,500,000 | 3,496,393 | 0.3% | 2,889,675 | N | 6/26/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
70 | Traditions Apartments - Franklin | RBS | 124 | Units | 28,194 | 3,500,000 | 3,496,103 | 0.3% | 2,858,568 | N | 6/20/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
71 | Your Extra Attic Vinings | RBS | 69,090 | Sq. Ft. | 51 | 3,500,000 | 3,492,057 | 0.3% | 2,877,330 | N | 5/24/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
72 | Hartsville Crossing | WFB | 68,645 | Sq. Ft. | 50 | 3,425,000 | 3,413,656 | 0.3% | 2,819,574 | N | 4/26/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
73 | Rite Aid Buffalo | Basis | 12,739 | Sq. Ft. | 128 | 1,755,000 | 1,747,029 | 0.1% | 1,326,493 | N | 4/20/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
74 | Rite Aid Weirton | Basis | 10,908 | Sq. Ft. | 128 | 1,295,000 | 1,289,118 | 0.1% | 978,808 | N | 4/20/2012 | 6/1/2012 | 6/1/2012 | 5/1/2022 | ||||||||||||||||||
75 | Fair Oaks | CIIICM | 54,923 | Sq. Ft. | 48 | 2,625,000 | 2,621,080 | 0.2% | 1,974,807 | N | 6/22/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
76 | Willow Wind | CIIICM | 54 | Units | 48,103 | 2,600,000 | 2,597,551 | 0.2% | 2,171,892 | N | 6/28/2012 | 8/5/2012 | 8/5/2012 | 7/5/2022 | ||||||||||||||||||
77 | Woodlawn Manor MHC | WFB | 97 | Pads | 22,992 | 2,235,000 | 2,230,197 | 0.2% | 1,852,840 | N | 5/18/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 | ||||||||||||||||||
78 | Sabo Self Storage | CIIICM | 65,990 | Sq. Ft. | 31 | 2,030,000 | 2,027,175 | 0.2% | 1,547,909 | N | 6/20/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 85 | Pads | 16,188 | 1,378,000 | 1,375,972 | 0.1% | 1,039,660 | N | 6/29/2012 | 8/1/2012 | 8/1/2012 | 7/1/2022 | ||||||||||||||||||
80 | Star & Stripes Storage | WFB | 44,380 | Sq. Ft. | 30 | 1,350,000 | 1,347,480 | 0.1% | 1,141,756 | N | 5/30/2012 | 7/1/2012 | 7/1/2012 | 6/1/2022 |
A-1-5 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Gross Mortgage Rate | Trust Advisor Fee | Trustee Fee | Servicing Fee | Net Mortgage Rate | Interest Accrual Method | Monthly P&I Payment ($) | Amortization Type | Interest Accrual Method During IO | Original Term to Maturity or ARD (Mos.) | Remaining Term to Maturity or ARD (Mos.) | Original IO Period (Mos.) | Remaining IO Period (Mos.) | |||||||||||||||
1 | 100 Church Street | WFB | 4.67500% | 0.00210% | 0.00350% | 0.02000% | 4.64940% | Actual/360 | 775,704.36 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 119 | 24 | 23 | |||||||||||||||
2 | Brennan Industrial Portfolio | RBS | 4.58000% | 0.00210% | 0.00350% | 0.02000% | 4.55440% | Actual/360 | 397,493.11 | Interest-only, Balloon | Actual/360 | 60 | 59 | 60 | 59 | |||||||||||||||
2.01 | Hannibal | RBS | ||||||||||||||||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||||||||||||||||
2.17 | Progressive Metal | RBS | �� | |||||||||||||||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||||||||||||||||
3 | Northridge Fashion Center | WFB | 5.09700% | 0.00190% | 0.00350% | 0.08000% | 5.01160% | Actual/360 | 493,916.51 | Amortizing Balloon | 128 | 112 | 0 | 0 | ||||||||||||||||
4 | Town Center at Cobb | RBS | 4.75700% | 0.00190% | 0.00350% | 0.08000% | 4.67160% | Actual/360 | 365,448.55 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 117 | 24 | 21 | |||||||||||||||
5 | BJ's Portfolio | RBS | 4.54000% | 0.00210% | 0.00350% | 0.02000% | 4.51440% | Actual/360 | 261,261.76 | Interest-only, ARD | Actual/360 | 120 | 119 | 120 | 119 | |||||||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||||||||||||||||
6 | Battelle Campus | WFB | 5.75000% | 0.00210% | 0.00350% | 0.02000% | 5.72440% | Actual/360 | 401,028.48 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
7 | Plaza on Richmond | RBS | 4.69400% | 0.00210% | 0.00350% | 0.02000% | 4.66840% | Actual/360 | 228,041.98 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 120 | 24 | 24 | |||||||||||||||
8 | DoubleTree New Orleans | RBS | 4.95000% | 0.00210% | 0.00350% | 0.02000% | 4.92440% | Actual/360 | 224,183.40 | Amortizing Balloon | 60 | 59 | 0 | 0 | ||||||||||||||||
9 | Cole Office Portfolio | WFB | 4.73000% | 0.00210% | 0.00350% | 0.02000% | 4.70440% | Actual/360 | 163,852.89 | Interest-only, ARD | Actual/360 | 120 | 118 | 120 | 118 | |||||||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | 4.86000% | 0.00210% | 0.00350% | 0.06000% | 4.79440% | Actual/360 | 174,338.38 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 119 | 36 | 35 | |||||||||||||||
11 | Fair Hill | RBS | 4.67000% | 0.00210% | 0.00350% | 0.04000% | 4.62440% | Actual/360 | 161,511.31 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 119 | 12 | 11 | |||||||||||||||
12 | US Bank Centre | RBS | 5.01000% | 0.00210% | 0.00350% | 0.05000% | 4.95440% | Actual/360 | 118,235.25 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
13 | Riverstone Marketplace | LIG I | 4.96000% | 0.00210% | 0.00350% | 0.11000% | 4.84440% | Actual/360 | 107,677.50 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
14 | Napa Square | WFB | 4.85000% | 0.00210% | 0.00350% | 0.02000% | 4.82440% | Actual/360 | 105,538.38 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
15 | Holiday Inn Disneyland | WFB | 5.22000% | 0.00210% | 0.00350% | 0.02000% | 5.19440% | Actual/360 | 121,288.26 | Amortizing Balloon | 60 | 49 | 0 | 0 | ||||||||||||||||
16 | Southern Shopping Center | RBS | 4.74000% | 0.00210% | 0.00350% | 0.02000% | 4.71440% | Actual/360 | 101,603.73 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
17 | 11800 Tech Road | WFB | 4.90000% | 0.00210% | 0.00350% | 0.02000% | 4.87440% | Actual/360 | 95,530.81 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 119 | 24 | 23 | |||||||||||||||
18 | Mission Village | WFB | 4.65000% | 0.00210% | 0.00350% | 0.02000% | 4.62440% | Actual/360 | 92,814.62 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 5.17000% | 0.00210% | 0.00350% | 0.02000% | 5.14440% | Actual/360 | 112,121.65 | Amortizing Balloon | 60 | 59 | 0 | 0 | ||||||||||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||||||||||||||||
20 | West Slauson Plaza | WFB | 5.17000% | 0.00210% | 0.00350% | 0.04000% | 5.12440% | Actual/360 | 87,561.46 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
21 | Hyatt House | LIG I | 4.99000% | 0.00210% | 0.00350% | 0.06000% | 4.92440% | Actual/360 | 79,425.03 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
22 | Harvest Hill Apartments | WFB | 4.74000% | 0.00210% | 0.00350% | 0.02000% | 4.71440% | Actual/360 | 64,088.50 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 117 | 36 | 33 | |||||||||||||||
23 | Ortho Virginia | WFB | 4.97000% | 0.00210% | 0.00350% | 0.02000% | 4.94440% | Actual/360 | 65,268.74 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
24 | SpringHill Suites Alexandria | RBS | 4.87000% | 0.00210% | 0.00350% | 0.02000% | 4.84440% | Actual/360 | 69,533.44 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
25 | Laguna Pavilion | WFB | 5.55000% | 0.00210% | 0.00350% | 0.02000% | 5.52440% | Actual/360 | 66,227.88 | Amortizing Balloon | 120 | 115 | 0 | 0 | ||||||||||||||||
26 | 75 Commerce Drive | WFB | 5.45000% | 0.00210% | 0.00350% | 0.02000% | 5.42440% | Actual/360 | 64,935.43 | Amortizing Balloon | 120 | 116 | 0 | 0 | ||||||||||||||||
27 | Orangewood Shadows | WFB | 5.25000% | 0.00210% | 0.00350% | 0.02000% | 5.22440% | Actual/360 | 58,726.86 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
28 | 249 East Ocean Boulevard | WFB | 4.98000% | 0.00210% | 0.00350% | 0.05000% | 4.92440% | Actual/360 | 56,238.00 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 5.16000% | 0.00210% | 0.00350% | 0.02000% | 5.13440% | Actual/360 | 66,882.64 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||||||||||||||||
30 | Carpenter Plaza | WFB | 4.73000% | 0.00210% | 0.00350% | 0.06000% | 4.66440% | Actual/360 | 56,896.76 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
31 | Bay Bridge MHP | CIIICM | 5.18000% | 0.00210% | 0.00350% | 0.02000% | 5.15440% | Actual/360 | 52,048.22 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
32 | Willowbrook I | CIIICM | 5.43000% | 0.00210% | 0.00350% | 0.02000% | 5.40440% | Actual/360 | 57,941.85 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 4.87000% | 0.00210% | 0.00350% | 0.02000% | 4.84440% | Actual/360 | 54,530.37 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
34 | Selma Square | WFB | 4.80000% | 0.00210% | 0.00350% | 0.07000% | 4.72440% | Actual/360 | 48,793.88 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
35 | Broadview Gardens | RBS | 4.90000% | 0.00210% | 0.00350% | 0.06000% | 4.83440% | Actual/360 | 53,739.59 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
36 | Peppertree Apartments | RBS | 5.70000% | 0.00210% | 0.00350% | 0.02000% | 5.67440% | Actual/360 | 52,236.04 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
37 | Athens Town Center | CIIICM | 5.15000% | 0.00210% | 0.00350% | 0.02000% | 5.12440% | Actual/360 | 31,942.53 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
38 | Cordele Corner | CIIICM | 5.15000% | 0.00210% | 0.00350% | 0.02000% | 5.12440% | Actual/360 | 18,690.92 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
39 | Boynton West Shopping Center | WFB | 4.25000% | 0.00210% | 0.00350% | 0.02000% | 4.22440% | Actual/360 | 44,274.59 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
40 | Springhill Suites - San Angelo | RBS | 6.13000% | 0.00210% | 0.00350% | 0.02000% | 6.10440% | Actual/360 | 65,155.59 | Amortizing Balloon | 120 | 115 | 0 | 0 | ||||||||||||||||
41 | Winco Plaza | Basis | 4.85000% | 0.00210% | 0.00350% | 0.02000% | 4.82440% | Actual/360 | 46,173.03 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
42 | Shops at Freedom | RBS | 4.71000% | 0.00210% | 0.00350% | 0.02000% | 4.68440% | Actual/360 | 44,135.32 | Amortizing Balloon | 60 | 58 | 0 | 0 | ||||||||||||||||
43 | Tower Automotive | WFB | 5.25000% | 0.00210% | 0.00350% | 0.02000% | 5.22440% | Actual/360 | 57,276.76 | Amortizing Balloon | 60 | 58 | 0 | 0 | ||||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||||||||||||||||
44 | Newport Place Building | RBS | 4.66000% | 0.00210% | 0.00350% | 0.02000% | 4.63440% | Actual/360 | 41,815.14 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
45 | NCR Building | RBS | 4.66000% | 0.00210% | 0.00350% | 0.02000% | 4.63440% | Actual/360 | 40,266.43 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 5.75000% | 0.00210% | 0.00350% | 0.02000% | 5.72440% | Actual/360 | 47,182.98 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 5.43000% | 0.00210% | 0.00350% | 0.06000% | 5.36440% | Actual/360 | 44,523.74 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||||||||||||||
48 | Creekside Village Apartments | RBS | 5.10000% | 0.00210% | 0.00350% | 0.06000% | 5.03440% | Actual/360 | 43,101.47 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
49 | Portairs Shopping Center | RBS | 4.85000% | 0.00210% | 0.00350% | 0.06000% | 4.78440% | Actual/360 | 37,729.97 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
50 | Jetton Medical Building | WFB | 4.76000% | 0.00210% | 0.00350% | 0.02000% | 4.73440% | Actual/360 | 36,557.52 | Amortizing Balloon | 120 | 118 | 0 | 0 |
A-1-6 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Gross Mortgage Rate | Trust Advisor Fee | Trustee Fee | Servicing Fee | Net Mortgage Rate | Interest Accrual Method | Monthly P&I Payment ($) | Amortization Type | Interest Accrual Method During IO | Original Term to Maturity or ARD (Mos.) | Remaining Term to Maturity or ARD (Mos.) | Original IO Period (Mos.) | Remaining IO Period (Mos.) | |||||||||||||||
51 | Magna International, Inc. | WFB | 5.61000% | 0.00210% | 0.00350% | 0.02000% | 5.58440% | Actual/360 | 48,588.04 | Amortizing Balloon | 89 | 86 | 0 | 0 | ||||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 5.00000% | 0.00210% | 0.00350% | 0.02000% | 4.97440% | Actual/360 | 35,161.82 | Amortizing Balloon | 60 | 59 | 0 | 0 | ||||||||||||||||
53 | Westcliff Shopping Center | WFB | 4.25000% | 0.00210% | 0.00350% | 0.02000% | 4.22440% | Actual/360 | 31,976.09 | Amortizing Balloon | 60 | 57 | 0 | 0 | ||||||||||||||||
54 | 2860 Bath Pike | RBS | 5.30000% | 0.00210% | 0.00350% | 0.02000% | 5.27440% | Actual/360 | 35,150.78 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
55 | Liberty Square | CIIICM | 5.47000% | 0.00210% | 0.00350% | 0.02000% | 5.44440% | Actual/360 | 33,954.49 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
56 | World Trade Park | WFB | 5.03000% | 0.00210% | 0.00350% | 0.02000% | 5.00440% | Actual/360 | 32,319.40 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
57 | North Academy III | WFB | 4.45000% | 0.00210% | 0.00350% | 0.07000% | 4.37440% | Actual/360 | 33,179.90 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
58 | Storage Direct | WFB | 5.26000% | 0.00210% | 0.00350% | 0.04000% | 5.21440% | Actual/360 | 32,340.16 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
59 | Cordelia Industrial | WFB | 4.95000% | 0.00210% | 0.00350% | 0.02000% | 4.92440% | Actual/360 | 30,024.56 | Interest-only, Amortizing Balloon | Actual/360 | 120 | 118 | 12 | 10 | |||||||||||||||
60 | Trojan Storage Sun Valley | WFB | 5.47000% | 0.00210% | 0.00350% | 0.02000% | 5.44440% | Actual/360 | 31,407.91 | Amortizing Balloon | 120 | 116 | 0 | 0 | ||||||||||||||||
61 | Marymoor Storage | WFB | 4.59000% | 0.00210% | 0.00350% | 0.02000% | 4.56440% | Actual/360 | 25,243.91 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
62 | Great Space Storage | RBS | 4.92000% | 0.00210% | 0.00350% | 0.02000% | 4.89440% | Actual/360 | 25,267.29 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
63 | Wildcat II Portfolio | RBS | 4.90000% | 0.00210% | 0.00350% | 0.06000% | 4.83440% | Actual/360 | 26,855.33 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||||||||||||||
64 | Devon Storage | WFB | 5.03000% | 0.00210% | 0.00350% | 0.02000% | 5.00440% | Actual/360 | 24,778.20 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||||||||||||||
65 | Lakewood Club | RBS | 4.97000% | 0.00210% | 0.00350% | 0.06000% | 4.90440% | Actual/360 | 23,750.87 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
66 | Pine Ridge Square | Basis | 5.30000% | 0.00210% | 0.00350% | 0.02000% | 5.27440% | Actual/360 | 24,088.05 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
67 | Bloomfield Medical Village | CIIICM | 5.56000% | 0.00210% | 0.00350% | 0.02000% | 5.53440% | Actual/360 | 22,102.19 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
68 | 1095 Spice Island Drive | WFB | 5.05000% | 0.00210% | 0.00350% | 0.02000% | 5.02440% | Actual/360 | 20,110.59 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
69 | Lucerne Lakeside | CIIICM | 5.13000% | 0.00210% | 0.00350% | 0.02000% | 5.10440% | Actual/360 | 19,067.81 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
70 | Traditions Apartments - Franklin | RBS | 4.80000% | 0.00210% | 0.00350% | 0.02000% | 4.77440% | Actual/360 | 18,363.29 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
71 | Your Extra Attic Vinings | RBS | 5.00000% | 0.00210% | 0.00350% | 0.02000% | 4.97440% | Actual/360 | 18,788.76 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
72 | Hartsville Crossing | WFB | 5.04000% | 0.00210% | 0.00350% | 0.02000% | 5.01440% | Actual/360 | 18,469.96 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
73 | Rite Aid Buffalo | Basis | 5.30000% | 0.00210% | 0.00350% | 0.02000% | 5.27440% | Actual/360 | 10,568.63 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
74 | Rite Aid Weirton | Basis | 5.30000% | 0.00210% | 0.00350% | 0.02000% | 5.27440% | Actual/360 | 7,798.51 | Amortizing Balloon | 120 | 117 | 0 | 0 | ||||||||||||||||
75 | Fair Oaks | CIIICM | 5.17000% | 0.00210% | 0.00350% | 0.02000% | 5.14440% | Actual/360 | 15,606.60 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
76 | Willow Wind | CIIICM | 5.50000% | 0.00210% | 0.00350% | 0.02000% | 5.47440% | Actual/360 | 14,762.51 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
77 | Woodlawn Manor MHC | WFB | 5.26000% | 0.00210% | 0.00350% | 0.02000% | 5.23440% | Actual/360 | 12,355.60 | Amortizing Balloon | 120 | 118 | 0 | 0 | ||||||||||||||||
78 | Sabo Self Storage | CIIICM | 5.55000% | 0.00210% | 0.00350% | 0.02000% | 5.52440% | Actual/360 | 12,526.66 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 5.25000% | 0.00210% | 0.00350% | 0.02000% | 5.22440% | Actual/360 | 8,257.63 | Amortizing Balloon | 120 | 119 | 0 | 0 | ||||||||||||||||
80 | Star & Stripes Storage | WFB | 5.91000% | 0.00210% | 0.00350% | 0.02000% | 5.88440% | Actual/360 | 8,015.98 | Amortizing Balloon | 120 | 118 | 0 | 0 |
A-1-7 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Original Amort Term (Mos.) | Remaining Amort Term (Mos.) | Seasoning (Mos.) | Prepayment Provisions(5)(15) | Grace Period Default (Days)(6) | Grace Period Late (Days)(6) | Appraised Value ($)(7) | Appraisal Date | UW NOI DSCR (x)(4) | UW NCF DSCR (x)(4) | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | Cut-off Date UW NOI Debt Yield(4) | Cut-off Date UW NCF Debt Yield(4) | ||||||||||||||||
1 | 100 Church Street | WFB | 360 | 360 | 1 | L(25),D(91),O(4) | 0 | 5 | 391,000,000 | 4/11/2012 | 1.45 | 1.33 | 58.8% | 50.5% | 9.0% | 8.3% | ||||||||||||||||
2 | Brennan Industrial Portfolio | RBS | 0 | 0 | 1 | L(25),GRTR 1% or YM(31),O(4) | 5 | 5 | 153,225,000 | Various | 2.66 | 2.36 | 67.0% | 67.0% | 12.3% | 10.9% | ||||||||||||||||
2.01 | Hannibal | RBS | 41,000,000 | 6/7/2012 | ||||||||||||||||||||||||||||
2.02 | SET - New Boston | RBS | 13,200,000 | 6/13/2012 | ||||||||||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | 12,000,000 | 5/25/2012 | ||||||||||||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | 10,500,000 | 6/4/2012 | ||||||||||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | 8,150,000 | 6/1/2012 | ||||||||||||||||||||||||||||
2.06 | Hover-Davis | RBS | 7,000,000 | 6/11/2012 | ||||||||||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | 8,500,000 | 6/8/2012 | ||||||||||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | 8,350,000 | 6/5/2012 | ||||||||||||||||||||||||||||
2.09 | Paragon Tech | RBS | 5,900,000 | 6/5/2012 | ||||||||||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | 6,950,000 | 6/1/2012 | ||||||||||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | 6,500,000 | 6/8/2012 | ||||||||||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | 4,300,000 | 6/8/2012 | ||||||||||||||||||||||||||||
2.13 | Banner Services | RBS | 3,675,000 | 6/8/2012 | ||||||||||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | 3,450,000 | 6/12/2012 | ||||||||||||||||||||||||||||
2.15 | Builders FirstSource | RBS | 3,300,000 | 5/30/2012 | ||||||||||||||||||||||||||||
2.16 | SET - North Vernon | RBS | 3,000,000 | 6/6/2012 | ||||||||||||||||||||||||||||
2.17 | Progressive Metal | RBS | 2,800,000 | 6/5/2012 | ||||||||||||||||||||||||||||
2.18 | Texas Die Casting | RBS | 1,850,000 | 6/11/2012 | ||||||||||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | 1,800,000 | 6/7/2012 | ||||||||||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | 1,000,000 | 6/12/2012 | ||||||||||||||||||||||||||||
3 | Northridge Fashion Center | WFB | 360 | 344 | 16 | L(40),D(81),O(7) | 5 | 5 | 369,000,000 | 1/16/2012 | 1.46 | 1.40 | 66.8% | 55.1% | 9.7% | 9.3% | ||||||||||||||||
4 | Town Center at Cobb | RBS | 360 | 360 | 3 | L(27),D(86),O(7) | 5 | 5 | 322,000,000 | 4/10/2012 | 1.60 | 1.54 | 62.1% | 53.4% | 10.0% | 9.7% | ||||||||||||||||
5 | BJ's Portfolio | RBS | 0 | 0 | 1 | L(25),GRTR 1% or YM(91),O(4) | 6 | 0 | 121,850,000 | Various | 2.64 | 2.40 | 55.9% | 55.9% | 12.1% | 11.1% | ||||||||||||||||
5.01 | BJ's - Westminster | RBS | 23,500,000 | 4/26/2012 | ||||||||||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | 22,900,000 | 4/28/2012 | ||||||||||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | 28,600,000 | 5/3/2012 | ||||||||||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | 18,500,000 | 4/28/2012 | ||||||||||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | 14,200,000 | 4/25/2012 | ||||||||||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | 14,150,000 | 5/3/2012 | ||||||||||||||||||||||||||||
6 | Battelle Campus | WFB | 264 | 263 | 1 | L(25),D(91),O(4) | 5 | 5 | 90,800,000 | 5/30/2012 | 1.27 | 1.18 | 66.0% | 46.5% | 10.2% | 9.5% | ||||||||||||||||
7 | Plaza on Richmond | RBS | 360 | 360 | 0 | L(24),D(92),O(4) | 0 | 0 | 60,000,000 | 5/7/2012 | 1.40 | 1.35 | 73.3% | 63.0% | 8.7% | 8.4% | ||||||||||||||||
8 | DoubleTree New Orleans | RBS | 360 | 359 | 1 | L(25),D(31),O(4) | 5 | 0 | 73,200,000 | 5/14/2012 | 2.31 | 2.07 | 57.3% | 52.9% | 14.8% | 13.3% | ||||||||||||||||
9 | Cole Office Portfolio | WFB | 0 | 0 | 2 | L(47),GRTR 1% or YM(69),O(4) | 5 | 0 | 79,600,000 | Various | 2.57 | 2.31 | 51.5% | 51.5% | 12.3% | 11.1% | ||||||||||||||||
9.01 | The Medicines Company | WFB | 52,000,000 | 4/12/2012 | ||||||||||||||||||||||||||||
9.02 | AGCO Corporation | WFB | 18,000,000 | 4/16/2012 | ||||||||||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | 9,600,000 | 4/24/2012 | ||||||||||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | 360 | 360 | 1 | L(25),D(91),O(4) | 5 | 5 | 47,000,000 | 5/15/2012 | 1.56 | 1.33 | 70.2% | 62.0% | 9.9% | 8.4% | ||||||||||||||||
11 | Fair Hill | RBS | 360 | 360 | 1 | L(25),GRTR 1% or YM(91),O(4) | 0 | 0 | 44,400,000 | 6/2/2012 | 1.39 | 1.32 | 70.4% | 58.8% | 8.6% | 8.2% | ||||||||||||||||
12 | US Bank Centre | RBS | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 0 | 29,900,000 | 5/3/2012 | 1.62 | 1.42 | 73.5% | 60.5% | 10.5% | 9.1% | ||||||||||||||||
13 | Riverstone Marketplace | LIG I | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 27,900,000 | 5/16/2012 | 1.41 | 1.30 | 72.1% | 59.3% | 9.1% | 8.4% | ||||||||||||||||
14 | Napa Square | WFB | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 29,100,000 | 5/1/2012 | 1.49 | 1.43 | 68.7% | 56.2% | 9.4% | 9.0% | ||||||||||||||||
15 | Holiday Inn Disneyland | WFB | 300 | 289 | 11 | L(35),D(21),O(4) | 5 | 5 | 32,800,000 | 6/4/2012 | 1.96 | 1.69 | 60.8% | 55.3% | 14.3% | 12.4% | ||||||||||||||||
16 | Southern Shopping Center | RBS | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 30,100,000 | 4/19/2012 | 1.75 | 1.57 | 64.7% | 52.8% | 11.0% | 9.9% | ||||||||||||||||
17 | 11800 Tech Road | WFB | 360 | 360 | 1 | L(25),D(91),O(4) | 5 | 5 | 24,800,000 | 4/10/2012 | 1.77 | 1.62 | 72.6% | 62.6% | 11.3% | 10.3% | ||||||||||||||||
18 | Mission Village | WFB | 360 | 358 | 2 | L(26),D(90),O(4) | 5 | 5 | 29,400,000 | 3/26/2012 | 1.66 | 1.56 | 61.1% | 49.7% | 10.3% | 9.7% | ||||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 240 | 239 | 1 | L(25),D(31),O(4) | 0 | 0 | 32,810,000 | 4/16/2012 | 1.73 | 1.47 | 50.9% | 42.9% | 13.9% | 11.8% | ||||||||||||||||
19.01 | 7701 Stemmons | CIIICM | 16,340,000 | 4/16/2012 | ||||||||||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | 11,100,000 | 4/16/2012 | ||||||||||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | 5,370,000 | 4/16/2012 | ||||||||||||||||||||||||||||
20 | West Slauson Plaza | WFB | 360 | 359 | 1 | L(25),GRTR 1% or YM(91),O(4) | 5 | 0 | 25,200,000 | 5/1/2012 | 1.55 | 1.45 | 63.4% | 52.5% | 10.2% | 9.5% | ||||||||||||||||
21 | Hyatt House | LIG I | 300 | 299 | 1 | L(25),D(92),O(3) | 5 | 5 | 19,700,000 | 4/3/2012 | 1.80 | 1.61 | 68.9% | 51.6% | 12.7% | 11.3% | ||||||||||||||||
22 | Harvest Hill Apartments | WFB | 360 | 360 | 3 | L(27),D(89),O(4) | 5 | 5 | 17,730,000 | 3/26/2012 | 1.60 | 1.50 | 69.4% | 61.1% | 10.0% | 9.4% | ||||||||||||||||
23 | Ortho Virginia | WFB | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 18,150,000 | 4/12/2012 | 1.65 | 1.54 | 67.1% | 55.2% | 10.6% | 9.9% | ||||||||||||||||
24 | SpringHill Suites Alexandria | RBS | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 19,500,000 | 5/31/2012 | 1.69 | 1.54 | 61.7% | 46.0% | 11.7% | 10.7% | ||||||||||||||||
25 | Laguna Pavilion | WFB | 360 | 355 | 5 | L(29),D(87),O(4) | 5 | 5 | 19,000,000 | 1/13/2012 | 1.55 | 1.40 | 60.7% | 51.1% | 10.7% | 9.6% | ||||||||||||||||
26 | 75 Commerce Drive | WFB | 360 | 356 | 4 | L(28),D(87),O(5) | 5 | 5 | 16,800,000 | 12/7/2011 | 1.54 | 1.40 | 68.2% | 57.1% | 10.5% | 9.6% | ||||||||||||||||
27 | Orangewood Shadows | WFB | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 15,800,000 | 4/13/2012 | 1.43 | 1.40 | 67.2% | 55.8% | 9.5% | 9.3% | ||||||||||||||||
28 | 249 East Ocean Boulevard | WFB | 360 | 357 | 3 | L(27),D(89),O(4) | 5 | 5 | 15,700,000 | 3/2/2012 | 1.63 | 1.40 | 66.7% | 54.9% | 10.5% | 9.0% | ||||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 240 | 238 | 2 | L(26),D(90),O(4) | 5 | 5 | 21,950,000 | Various | 1.59 | 1.40 | 45.3% | 28.9% | 12.8% | 11.3% | ||||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | 9,650,000 | 3/15/2012 | ||||||||||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | 6,200,000 | 3/14/2012 | ||||||||||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | 6,100,000 | 3/14/2012 | ||||||||||||||||||||||||||||
30 | Carpenter Plaza | WFB | 300 | 297 | 3 | L(48),GRTR 1% or YM(65),O(7) | 5 | 5 | 22,500,000 | 12/13/2011 | 2.70 | 2.46 | 44.2% | 32.9% | 18.5% | 16.9% | ||||||||||||||||
31 | Bay Bridge MHP | CIIICM | 360 | 359 | 1 | L(25),D(91),O(4) | 0 | 0 | 14,600,000 | 5/22/2012 | 1.57 | 1.53 | 65.0% | 53.8% | 10.4% | 10.1% | ||||||||||||||||
32 | Willowbrook I | CIIICM | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 15,380,000 | 4/1/2012 | 1.67 | 1.54 | 61.7% | 46.9% | 12.2% | 11.3% | ||||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 15,000,000 | 5/31/2012 | 1.81 | 1.63 | 62.9% | 46.9% | 12.5% | 11.3% | ||||||||||||||||
34 | Selma Square | WFB | 360 | 358 | 2 | L(26),D(90),O(4) | 5 | 5 | 14,000,000 | 5/3/2012 | 1.74 | 1.59 | 66.3% | 54.3% | 11.0% | 10.0% | ||||||||||||||||
35 | Broadview Gardens | RBS | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 12,800,000 | 4/17/2012 | 2.20 | 2.00 | 72.4% | 54.0% | 15.3% | 13.9% | ||||||||||||||||
36 | Peppertree Apartments | RBS | 360 | 359 | 1 | L(25),D(92),O(3) | 5 | 5 | 13,400,000 | 4/25/2012 | 1.62 | 1.44 | 67.1% | 56.5% | 11.3% | 10.0% | ||||||||||||||||
37 | Athens Town Center | CIIICM | 360 | 359 | 1 | L(25),D(91),O(4) | 0 | 0 | 8,500,000 | 5/5/2012 | 1.95 | 1.54 | 69.1% | 55.4% | 13.2% | 10.4% | ||||||||||||||||
38 | Cordele Corner | CIIICM | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 4,500,000 | 4/30/2012 | 1.95 | 1.54 | 69.1% | 55.4% | 13.2% | 10.4% | ||||||||||||||||
39 | Boynton West Shopping Center | WFB | 360 | 358 | 2 | L(26),D(90),O(4) | 5 | 5 | 16,600,000 | 3/24/2012 | 2.37 | 2.10 | 54.1% | 43.5% | 14.0% | 12.4% | ||||||||||||||||
40 | Springhill Suites - San Angelo | RBS | 240 | 235 | 5 | L(29),D(87),O(4) | 5 | 0 | 14,900,000 | 11/9/2011 | 1.77 | 1.61 | 59.8% | 39.8% | 15.6% | 14.2% | ||||||||||||||||
41 | Winco Plaza | Basis | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 12,300,000 | 4/23/2012 | 1.62 | 1.50 | 71.1% | 58.2% | 10.3% | 9.5% | ||||||||||||||||
42 | Shops at Freedom | RBS | 360 | 358 | 2 | L(26),GRTR 1% or YM(30),O(4) | 0 | 0 | 11,800,000 | 4/25/2012 | 1.93 | 1.54 | 71.9% | 66.1% | 12.0% | 9.6% | ||||||||||||||||
43 | Tower Automotive | WFB | 240 | 238 | 2 | L(26),D(30),O(4) | 5 | 5 | 24,320,000 | Various | 1.69 | 1.49 | 34.8% | 29.4% | 13.7% | 12.1% | ||||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | 24,000,000 | 4/5/2012 | ||||||||||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | 320,000 | 4/10/2012 | ||||||||||||||||||||||||||||
44 | Newport Place Building | RBS | 360 | 358 | 2 | L(26),D(90),O(4) | 0 | 0 | 11,300,000 | 4/30/2012 | 1.54 | 1.44 | 71.5% | 58.3% | 9.6% | 8.9% | ||||||||||||||||
45 | NCR Building | RBS | 360 | 358 | 2 | L(26),D(90),O(4) | 0 | 0 | 11,600,000 | 4/30/2012 | 1.63 | 1.51 | 67.1% | 54.7% | 10.1% | 9.4% | ||||||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 300 | 298 | 2 | L(26),D(87),O(7) | 5 | 5 | 10,700,000 | 5/1/2012 | 1.57 | 1.39 | 69.9% | 53.8% | 11.9% | 10.5% | ||||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 300 | 299 | 1 | L(25),D(91),O(4) | 5 | 5 | 12,060,000 | Various | 2.08 | 1.96 | 60.4% | 46.0% | 15.2% | 14.3% | ||||||||||||||||
47.01 | U-Store - Brighton | WFB | 4,800,000 | 5/10/2012 | ||||||||||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | 2,120,000 | 5/9/2012 | ||||||||||||||||||||||||||||
47.03 | U-Store - Saline | WFB | 2,240,000 | 5/9/2012 | ||||||||||||||||||||||||||||
47.04 | U-Store Holly | WFB | 1,150,000 | 5/10/2012 | ||||||||||||||||||||||||||||
47.05 | U-Store Davison | WFB | 1,140,000 | 5/10/2012 | ||||||||||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | 610,000 | 5/9/2012 | ||||||||||||||||||||||||||||
48 | Creekside Village Apartments | RBS | 300 | 299 | 1 | L(60),GRTR 1% or YM(56),O(4) | 0 | 0 | 10,700,000 | 6/7/2012 | 1.62 | 1.55 | 68.1% | 51.2% | 11.5% | 11.0% | ||||||||||||||||
49 | Portairs Shopping Center | RBS | 360 | 359 | 1 | L(25),D(92),O(3) | 0 | 0 | 10,950,000 | 4/12/2012 | 2.11 | 1.91 | 65.2% | 53.4% | 13.4% | 12.1% | ||||||||||||||||
50 | Jetton Medical Building | WFB | 360 | 358 | 2 | L(26),GRTR 1% or YM(90),O(4) | 5 | 5 | 10,840,000 | 3/21/2012 | 1.64 | 1.52 | 64.4% | 52.7% | 10.3% | 9.6% |
A-1-8 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Original Amort Term (Mos.) | Remaining Amort Term (Mos.) | Seasoning (Mos.) | Prepayment Provisions(5)(15) | Grace Period Default (Days)(6) | Grace Period Late (Days)(6) | Appraised Value ($)(7) | Appraisal Date | UW NOI DSCR (x)(4) | UW NCF DSCR (x)(4) | Cut-off Date LTV Ratio | LTV Ratio at Maturity or ARD | Cut-off Date UW NOI Debt Yield(4) | Cut-off Date UW NCF Debt Yield(4) | ||||||||||||||||
51 | Magna International, Inc. | WFB | 240 | 237 | 3 | L(27),D(58),O(4) | 5 | 5 | 13,900,000 | 2/9/2012 | 1.69 | 1.52 | 50.0% | 38.1% | 14.1% | 12.8% | ||||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 360 | 359 | 1 | L(25),D(31),O(4) | 5 | 5 | 10,000,000 | 4/26/2012 | 1.88 | 1.58 | 65.4% | 60.4% | 12.1% | 10.2% | ||||||||||||||||
53 | Westcliff Shopping Center | WFB | 360 | 357 | 3 | L(24),GRTR 1% or YM(32),O(4) | 5 | 5 | 10,100,000 | 12/21/2011 | 2.09 | 1.86 | 64.1% | 58.7% | 12.4% | 11.0% | ||||||||||||||||
54 | 2860 Bath Pike | RBS | 360 | 358 | 2 | L(26),D(90),O(4) | 0 | 0 | 9,225,000 | 4/10/2012 | 1.66 | 1.52 | 68.5% | 57.0% | 11.1% | 10.1% | ||||||||||||||||
55 | Liberty Square | CIIICM | 360 | 359 | 1 | L(25),D(91),O(4) | 0 | 0 | 8,500,000 | 3/14/2012 | 1.73 | 1.57 | 70.5% | 58.9% | 11.8% | 10.7% | ||||||||||||||||
56 | World Trade Park | WFB | 360 | 359 | 1 | L(25),D(91),O(4) | 5 | 5 | 9,150,000 | 4/13/2012 | 1.79 | 1.56 | 65.5% | 54.0% | 11.6% | 10.1% | ||||||||||||||||
57 | North Academy III | WFB | 300 | 298 | 2 | L(26),D(90),O(4) | 5 | 5 | 13,400,000 | 4/2/2012 | 2.35 | 2.19 | 44.6% | 32.8% | 15.7% | 14.6% | ||||||||||||||||
58 | Storage Direct | WFB | 360 | 357 | 3 | L(28),GRTR 1% or YM(88),O(4) | 5 | 0 | 9,900,000 | 2/27/2012 | 1.63 | 1.61 | 58.9% | 49.0% | 10.9% | 10.7% | ||||||||||||||||
59 | Cordelia Industrial | WFB | 360 | 360 | 2 | L(26),GRTR 1% or YM(87),O(7) | 5 | 5 | 8,600,000 | 8/8/2011 | 1.62 | 1.45 | 65.4% | 55.1% | 10.4% | 9.3% | ||||||||||||||||
60 | Trojan Storage Sun Valley | WFB | 360 | 356 | 4 | L(28),D(88),O(4) | 5 | 5 | 8,750,000 | 2/2/2012 | 1.59 | 1.56 | 63.2% | 52.9% | 10.8% | 10.6% | ||||||||||||||||
61 | Marymoor Storage | WFB | 360 | 358 | 2 | L(26),D(90),O(4) | 5 | 5 | 7,330,000 | 4/10/2012 | 1.89 | 1.87 | 67.1% | 54.5% | 11.6% | 11.5% | ||||||||||||||||
62 | Great Space Storage | RBS | 360 | 359 | 1 | L(25),D(91),O(4) | 0 | 5 | 7,030,000 | 4/24/2012 | 1.59 | 1.56 | 67.5% | 55.4% | 10.2% | 10.0% | ||||||||||||||||
63 | Wildcat II Portfolio | RBS | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 6,560,000 | 4/17/2012 | 1.61 | 1.42 | 70.6% | 52.7% | 11.2% | 9.9% | ||||||||||||||||
63.01 | Executive House | RBS | 2,050,000 | 4/17/2012 | ||||||||||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | 1,650,000 | 4/17/2012 | ||||||||||||||||||||||||||||
63.03 | Edgeley Manor | RBS | 1,100,000 | 4/17/2012 | ||||||||||||||||||||||||||||
63.04 | Edgewater South | RBS | 720,000 | 4/17/2012 | ||||||||||||||||||||||||||||
63.05 | Georgian Manor | RBS | 510,000 | 4/17/2012 | ||||||||||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | 530,000 | 4/17/2012 | ||||||||||||||||||||||||||||
64 | Devon Storage | WFB | 360 | 358 | 2 | L(26),D(90),O(4) | 5 | 5 | 7,800,000 | 3/14/2012 | 1.90 | 1.81 | 58.8% | 48.5% | 12.3% | 11.7% | ||||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | 5,600,000 | 3/14/2012 | ||||||||||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | 2,200,000 | 3/14/2012 | ||||||||||||||||||||||||||||
65 | Lakewood Club | RBS | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 5,700,000 | 4/17/2012 | 1.86 | 1.63 | 71.4% | 53.4% | 13.0% | 11.4% | ||||||||||||||||
66 | Pine Ridge Square | Basis | 300 | 299 | 1 | L(25),D(91),O(4) | 5 | 5 | 7,825,000 | 4/23/2012 | 1.99 | 1.47 | 51.0% | 38.6% | 14.4% | 10.7% | ||||||||||||||||
67 | Bloomfield Medical Village | CIIICM | 360 | 359 | 1 | L(25),D(91),O(4) | 0 | 0 | 7,600,000 | 4/23/2012 | 1.68 | 1.43 | 50.8% | 42.6% | 11.6% | 9.8% | ||||||||||||||||
68 | 1095 Spice Island Drive | WFB | 360 | 357 | 3 | L(27),D(89),O(4) | 5 | 5 | 5,890,000 | 3/16/2012 | 1.81 | 1.47 | 63.0% | 52.1% | 11.8% | 9.6% | ||||||||||||||||
69 | Lucerne Lakeside | CIIICM | 360 | 359 | 1 | L(37),D(76),O(7) | 0 | 0 | 5,200,000 | 5/11/2012 | 1.57 | 1.54 | 67.2% | 55.6% | 10.3% | 10.1% | ||||||||||||||||
70 | Traditions Apartments - Franklin | RBS | 360 | 359 | 1 | L(25),GRTR 1% or YM(91),O(4) | 5 | 5 | 6,940,000 | 2/20/2012 | 2.04 | 1.90 | 50.4% | 41.2% | 12.9% | 12.0% | ||||||||||||||||
71 | Your Extra Attic Vinings | RBS | 360 | 358 | 2 | L(26),D(90),O(4) | 0 | 0 | 5,325,000 | 4/11/2012 | 1.82 | 1.78 | 65.6% | 54.0% | 11.8% | 11.5% | ||||||||||||||||
72 | Hartsville Crossing | WFB | 360 | 357 | 3 | L(27),D(86),O(7) | 5 | 5 | 5,400,000 | 3/30/2012 | 2.32 | 2.09 | 63.2% | 52.2% | 15.1% | 13.6% | ||||||||||||||||
73 | Rite Aid Buffalo | Basis | 300 | 297 | 3 | L(27),D or GRTR2% or YM(90),O(3) | 5 | 5 | 2,700,000 | 3/31/2012 | 2.12 | 2.00 | 64.6% | 49.0% | 15.4% | 14.5% | ||||||||||||||||
74 | Rite Aid Weirton | Basis | 300 | 297 | 3 | L(27),D or GRTR2% or YM(90),O(3) | 5 | 5 | 2,000,000 | 4/2/2012 | 2.12 | 2.00 | 64.6% | 49.0% | 15.4% | 14.5% | ||||||||||||||||
75 | Fair Oaks | CIIICM | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 3,800,000 | 4/10/2012 | 1.65 | 1.41 | 69.0% | 52.0% | 11.8% | 10.1% | ||||||||||||||||
76 | Willow Wind | CIIICM | 360 | 359 | 1 | L(25),D(91),O(4) | 0 | 0 | 3,500,000 | 5/8/2012 | 1.43 | 1.35 | 74.2% | 62.1% | 9.8% | 9.2% | ||||||||||||||||
77 | Woodlawn Manor MHC | WFB | 360 | 358 | 2 | L(26),D(90),O(4) | 5 | 5 | 3,150,000 | 4/5/2012 | 1.76 | 1.73 | 70.8% | 58.8% | 11.7% | 11.5% | ||||||||||||||||
78 | Sabo Self Storage | CIIICM | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 2,900,000 | 5/15/2012 | 1.42 | 1.37 | 69.9% | 53.4% | 10.5% | 10.2% | ||||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 300 | 299 | 1 | L(25),D(91),O(4) | 0 | 0 | 2,120,000 | 4/21/2012 | 1.98 | 1.94 | 64.9% | 49.0% | 14.2% | 13.9% | ||||||||||||||||
80 | Star & Stripes Storage | WFB | 360 | 358 | 2 | L(26),GRTR 1% or YM(90),O(4) | 5 | 5 | 2,135,000 | 4/16/2012 | 1.75 | 1.69 | 63.1% | 53.5% | 12.5% | 12.0% |
A-1-9 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | UW Revenues ($)(8) | UW Expenses ($)(8) | UW Net Operating Income ($)(8) | UW Replacement ($)(8) | UW TI/LC ($)(8) | UW Net Cash Flow ($)(8) | Occupancy Rate(8)(4) | Occupancy as-of Date | UW Hotel ADR ($) | UW Hotel RevPAR ($) | ||||||||||||
1 | 100 Church Street | WFB | 34,666,141 | 14,014,379 | 20,651,762 | 221,623 | 1,389,230 | 19,040,909 | 84.4% | 5/31/2012 | ||||||||||||||
2 | Brennan Industrial Portfolio | RBS | 13,057,921 | 391,738 | 12,666,184 | 471,111 | 949,549 | 11,245,523 | 100.0% | 8/1/2012 | ||||||||||||||
2.01 | Hannibal | RBS | 3,658,196 | 109,746 | 3,548,450 | 85,824 | 206,060 | 3,256,566 | 100.0% | 8/1/2012 | ||||||||||||||
2.02 | SET - New Boston | RBS | 1,141,732 | 34,252 | 1,107,480 | 50,870 | 94,420 | 962,190 | 100.0% | 8/1/2012 | ||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | 888,831 | 26,665 | 862,166 | 13,241 | 40,551 | 808,375 | 100.0% | 8/1/2012 | ||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | 832,015 | 24,960 | 807,054 | 43,078 | 76,316 | 687,661 | 100.0% | 8/1/2012 | ||||||||||||||
2.05 | Easley Custom Plastics | RBS | 735,934 | 22,078 | 713,856 | 51,417 | 84,147 | 578,292 | 100.0% | 8/1/2012 | ||||||||||||||
2.06 | Hover-Davis | RBS | 687,866 | 20,636 | 667,230 | 13,220 | 35,099 | 618,911 | 100.0% | 8/1/2012 | ||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | 680,739 | 20,422 | 660,317 | 34,902 | 62,011 | 563,403 | 100.0% | 8/1/2012 | ||||||||||||||
2.08 | TestAmerica - Arvada | RBS | 635,911 | 19,077 | 616,834 | 11,593 | 31,662 | 573,578 | 100.0% | 8/1/2012 | ||||||||||||||
2.09 | Paragon Tech | RBS | 605,612 | 18,168 | 587,444 | 17,771 | 38,568 | 531,105 | 100.0% | 8/1/2012 | ||||||||||||||
2.10 | MVP Group - Charleston | RBS | 562,293 | 16,869 | 545,424 | 21,600 | 42,184 | 481,640 | 100.0% | 8/1/2012 | ||||||||||||||
2.11 | TestAmerica - Savannah | RBS | 522,700 | 15,681 | 507,019 | 10,857 | 30,952 | 465,210 | 100.0% | 8/1/2012 | ||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | 344,452 | 10,334 | 334,118 | 4,382 | 14,778 | 314,957 | 100.0% | 8/1/2012 | ||||||||||||||
2.13 | Banner Services | RBS | 309,380 | 9,281 | 300,099 | 11,690 | 24,802 | 263,607 | 100.0% | 8/1/2012 | ||||||||||||||
2.14 | MVP Group - Mayfield | RBS | 286,299 | 8,589 | 277,710 | 20,249 | 33,043 | 224,418 | 100.0% | 8/1/2012 | ||||||||||||||
2.15 | Builders FirstSource | RBS | 283,356 | 8,501 | 274,855 | 23,379 | 39,824 | 211,652 | 100.0% | 8/1/2012 | ||||||||||||||
2.16 | SET - North Vernon | RBS | 261,514 | 7,845 | 253,669 | 23,475 | 36,407 | 193,787 | 100.0% | 8/1/2012 | ||||||||||||||
2.17 | Progressive Metal | RBS | 247,150 | 7,415 | 239,736 | 11,650 | 21,237 | 206,849 | 100.0% | 8/1/2012 | ||||||||||||||
2.18 | Texas Die Casting | RBS | 157,152 | 4,715 | 152,438 | 15,635 | 23,789 | 113,013 | 100.0% | 8/1/2012 | ||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | 139,707 | 4,191 | 135,516 | 3,300 | 7,897 | 124,319 | 100.0% | 8/1/2012 | ||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | 77,080 | 2,312 | 74,768 | 2,976 | 5,802 | 65,990 | 100.0% | 8/1/2012 | ||||||||||||||
3 | Northridge Fashion Center | WFB | 34,291,529 | 10,395,561 | 23,895,969 | 141,584 | 848,907 | 22,905,477 | 90.4% | 12/31/2011 | ||||||||||||||
4 | Town Center at Cobb | RBS | 28,320,084 | 8,297,904 | 20,022,180 | 111,988 | 609,709 | 19,300,483 | 86.5% | 3/26/2012 | ||||||||||||||
5 | BJ's Portfolio | RBS | 8,525,379 | 255,761 | 8,269,617 | 169,474 | 564,914 | 7,535,229 | 100.0% | 8/1/2012 | ||||||||||||||
5.01 | BJ's - Westminster | RBS | 1,576,563 | 47,297 | 1,529,266 | 16,397 | 54,655 | 1,458,215 | 100.0% | 8/1/2012 | ||||||||||||||
5.02 | BJ's - Lancaster | RBS | 1,550,478 | 46,514 | 1,503,964 | 16,267 | 54,224 | 1,433,473 | 100.0% | 8/1/2012 | ||||||||||||||
5.03 | BJ's - Uxbridge | RBS | 2,125,889 | 63,777 | 2,062,112 | 92,700 | 309,000 | 1,660,412 | 100.0% | 8/1/2012 | ||||||||||||||
5.04 | BJ's - Deptford | RBS | 1,254,952 | 37,649 | 1,217,303 | 17,458 | 58,193 | 1,141,652 | 100.0% | 8/1/2012 | ||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | 1,031,869 | 30,956 | 1,000,913 | 16,294 | 54,313 | 930,307 | 100.0% | 8/1/2012 | ||||||||||||||
5.06 | BJ's - Greenfield | RBS | 985,628 | 29,569 | 956,059 | 10,359 | 34,530 | 911,170 | 100.0% | 8/1/2012 | ||||||||||||||
6 | Battelle Campus | WFB | 10,498,645 | 4,379,094 | 6,119,551 | 62,199 | 385,252 | 5,672,100 | 100.0% | 8/1/2012 | ||||||||||||||
7 | Plaza on Richmond | RBS | 6,182,144 | 2,347,972 | 3,834,172 | 38,727 | 98,571 | 3,696,874 | 86.1% | 6/26/2012 | ||||||||||||||
8 | DoubleTree New Orleans | RBS | 16,274,028 | 10,051,763 | 6,222,265 | 0 | 0 | 5,571,304 | 68.3% | 4/30/2012 | 148 | 101 | ||||||||||||
9 | Cole Office Portfolio | WFB | 7,711,515 | 2,649,772 | 5,061,743 | 89,105 | 437,508 | 4,535,129 | 100.0% | 8/1/2012 | ||||||||||||||
9.01 | The Medicines Company | WFB | 4,918,563 | 1,505,744 | 3,412,819 | 44,016 | 294,348 | 3,074,455 | 100.0% | 8/1/2012 | ||||||||||||||
9.02 | AGCO Corporation | WFB | 1,772,910 | 703,225 | 1,069,685 | 31,450 | 93,237 | 944,998 | 100.0% | 8/1/2012 | ||||||||||||||
9.03 | Emdeon Office Center | WFB | 1,020,043 | 440,803 | 579,239 | 13,640 | 49,923 | 515,676 | 100.0% | 8/1/2012 | ||||||||||||||
10 | Bank of America Financial Center | LIG I | 6,671,263 | 3,402,809 | 3,268,454 | 92,150 | 390,860 | 2,785,444 | 90.3% | 5/31/2012 | ||||||||||||||
11 | Fair Hill | RBS | 3,914,877 | 1,215,555 | 2,699,322 | 23,115 | 110,360 | 2,565,847 | 98.5% | 6/1/2012 | ||||||||||||||
12 | US Bank Centre | RBS | 4,687,000 | 2,381,455 | 2,305,545 | 48,972 | 247,534 | 2,009,039 | 81.2% | 6/12/2012 | ||||||||||||||
13 | Riverstone Marketplace | LIG I | 2,398,005 | 576,268 | 1,821,737 | 25,859 | 113,878 | 1,682,000 | 96.7% | 4/23/2012 | ||||||||||||||
14 | Napa Square | WFB | 2,510,392 | 627,624 | 1,882,768 | 13,171 | 63,384 | 1,806,212 | 90.0% | 5/8/2012 | ||||||||||||||
15 | Holiday Inn Disneyland | WFB | 8,571,454 | 5,723,540 | 2,847,913 | 0 | 0 | 2,463,995 | 82.3% | 4/30/2012 | 86 | 69 | ||||||||||||
16 | Southern Shopping Center | RBS | 2,829,688 | 692,443 | 2,137,245 | 36,993 | 180,974 | 1,919,278 | 91.1% | 6/1/2012 | ||||||||||||||
17 | 11800 Tech Road | WFB | 3,630,344 | 1,602,383 | 2,027,961 | 71,422 | 95,294 | 1,861,245 | 81.8% | 3/1/2012 | ||||||||||||||
18 | Mission Village | WFB | 2,485,371 | 634,723 | 1,850,648 | 17,014 | 93,495 | 1,740,140 | 95.6% | 3/12/2012 | ||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 4,885,817 | 2,557,978 | 2,327,840 | 69,295 | 283,900 | 1,974,645 | 98.6% | Various | ||||||||||||||
19.01 | 7701 Stemmons | CIIICM | 2,552,147 | 1,368,261 | 1,183,885 | 31,194 | 146,279 | 1,006,413 | 97.2% | 12/31/2011 | ||||||||||||||
19.02 | 8001 Stemmons | CIIICM | 1,488,940 | 714,881 | 774,059 | 28,443 | 90,580 | 655,036 | 100.0% | 2/13/2012 | ||||||||||||||
19.03 | 8101 Stemmons | CIIICM | 844,731 | 474,835 | 369,896 | 9,658 | 47,041 | 313,196 | 100.0% | 2/13/2012 | ||||||||||||||
20 | West Slauson Plaza | WFB | 2,227,386 | 594,680 | 1,632,705 | 40,325 | 66,886 | 1,525,495 | 100.0% | 2/16/2012 | ||||||||||||||
21 | Hyatt House | LIG I | 4,539,337 | 2,821,551 | 1,717,786 | 181,573 | 0 | 1,536,212 | 75.3% | 12/31/2011 | 119 | 86 | ||||||||||||
22 | Harvest Hill Apartments | WFB | 2,647,700 | 1,413,589 | 1,234,111 | 84,000 | 0 | 1,150,111 | 92.0% | 4/23/2012 | ||||||||||||||
23 | Ortho Virginia | WFB | 1,790,940 | 499,955 | 1,290,985 | 12,886 | 71,638 | 1,206,462 | 100.0% | 5/31/2012 | ||||||||||||||
24 | SpringHill Suites Alexandria | RBS | 3,066,739 | 1,660,213 | 1,406,526 | 0 | 0 | 1,283,857 | 73.6% | 3/30/2012 | 125 | 92 | ||||||||||||
25 | Laguna Pavilion | WFB | 1,711,083 | 476,536 | 1,234,547 | 21,872 | 101,998 | 1,110,677 | 100.0% | 3/30/2012 | ||||||||||||||
26 | 75 Commerce Drive | WFB | 1,677,479 | 475,328 | 1,202,151 | 37,688 | 70,669 | 1,093,794 | 100.0% | 5/1/2012 | ||||||||||||||
27 | Orangewood Shadows | WFB | 1,729,008 | 721,245 | 1,007,763 | 23,700 | 0 | 984,063 | 100.0% | 3/1/2012 | ||||||||||||||
28 | 249 East Ocean Boulevard | WFB | 2,111,341 | 1,009,195 | 1,102,146 | 37,944 | 117,462 | 946,740 | 78.1% | 6/8/2012 | ||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 1,315,319 | 39,460 | 1,275,860 | 60,159 | 92,616 | 1,123,085 | 100.0% | 8/1/2012 | ||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | 586,322 | 17,590 | 568,732 | 34,595 | 36,688 | 497,450 | 100.0% | 8/1/2012 | ||||||||||||||
29.02 | Silgan - Menomonie | WFB | 389,303 | 11,679 | 377,624 | 19,439 | 22,190 | 335,995 | 100.0% | 8/1/2012 | ||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | 339,695 | 10,191 | 329,504 | 6,125 | 33,738 | 289,641 | 100.0% | 8/1/2012 | ||||||||||||||
30 | Carpenter Plaza | WFB | 2,453,021 | 608,977 | 1,844,044 | 59,235 | 106,534 | 1,678,275 | 94.7% | 3/27/2012 | ||||||||||||||
31 | Bay Bridge MHP | CIIICM | 1,569,020 | 586,231 | 982,789 | 24,650 | 0 | 958,139 | 83.0% | 4/30/2012 | ||||||||||||||
32 | Willowbrook I | CIIICM | 1,811,915 | 651,268 | 1,160,648 | 13,375 | 79,013 | 1,068,260 | 81.8% | 3/14/2012 | ||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 2,928,714 | 1,745,063 | 1,183,652 | 0 | 0 | 1,066,503 | 77.3% | 3/30/2012 | 119 | 92 | ||||||||||||
34 | Selma Square | WFB | 1,419,278 | 399,042 | 1,020,235 | 20,347 | 70,479 | 929,409 | 94.8% | 5/1/2012 | ||||||||||||||
35 | Broadview Gardens | RBS | 2,326,697 | 908,605 | 1,418,092 | 125,400 | 0 | 1,292,692 | 91.4% | 6/21/2012 | ||||||||||||||
36 | Peppertree Apartments | RBS | 2,134,809 | 1,118,405 | 1,016,404 | 115,784 | 0 | 900,620 | 85.8% | 6/14/2012 | ||||||||||||||
37 | Athens Town Center | CIIICM | 1,003,879 | 228,505 | 775,374 | 50,454 | 128,595 | 596,325 | 94.3% | 3/28/2012 | ||||||||||||||
38 | Cordele Corner | CIIICM | 593,265 | 185,822 | 407,442 | 24,811 | 44,642 | 337,989 | 71.9% | 6/1/2012 | ||||||||||||||
39 | Boynton West Shopping Center | WFB | 1,940,736 | 681,172 | 1,259,563 | 29,516 | 114,614 | 1,115,434 | 96.7% | 5/10/2012 | ||||||||||||||
40 | Springhill Suites - San Angelo | RBS | 3,178,537 | 1,790,899 | 1,387,638 | 0 | 0 | 1,260,497 | 82.3% | 2/29/2012 | 109 | 87 | ||||||||||||
41 | Winco Plaza | Basis | 1,199,134 | 299,639 | 899,495 | 21,497 | 48,569 | 829,428 | 96.9% | 3/31/2012 | ||||||||||||||
42 | Shops at Freedom | RBS | 1,402,318 | 382,550 | 1,019,768 | 63,258 | 139,791 | 816,720 | 96.4% | 5/31/2012 | ||||||||||||||
43 | Tower Automotive | WFB | 2,208,246 | 1,045,778 | 1,162,468 | 46,525 | 95,179 | 1,020,763 | 82.8% | 8/1/2012 | ||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | 2,208,246 | 1,045,778 | 1,162,468 | 46,525 | 95,179 | 1,020,763 | 100.0% | 8/1/2012 | ||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% | 8/1/2012 | ||||||||||||||
44 | Newport Place Building | RBS | 1,139,008 | 366,435 | 772,573 | 10,270 | 41,081 | 721,222 | 100.0% | 5/1/2012 | ||||||||||||||
45 | NCR Building | RBS | 1,214,906 | 427,861 | 787,045 | 11,893 | 47,572 | 727,580 | 97.5% | 5/1/2012 | ||||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 2,495,456 | 1,606,799 | 888,657 | 0 | 0 | 788,839 | 69.4% | 4/30/2012 | 92 | 64 | ||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 2,102,320 | 991,216 | 1,111,104 | 66,417 | 0 | 1,044,688 | 80.7% | 5/18/2012 | ||||||||||||||
47.01 | U-Store - Brighton | WFB | 679,308 | 222,423 | 456,886 | 18,316 | 0 | 438,569 | 88.6% | 5/18/2012 | ||||||||||||||
47.02 | U-Store - South Lyon | WFB | 365,613 | 166,884 | 198,729 | 10,267 | 0 | 188,462 | 81.8% | 5/18/2012 | ||||||||||||||
47.03 | U-Store - Saline | WFB | 370,150 | 175,351 | 194,799 | 12,784 | 0 | 182,016 | 74.1% | 5/18/2012 | ||||||||||||||
47.04 | U-Store Holly | WFB | 259,611 | 147,368 | 112,242 | 9,269 | 0 | 102,974 | 74.4% | 5/18/2012 | ||||||||||||||
47.05 | U-Store Davison | WFB | 252,171 | 146,665 | 105,507 | 9,295 | 0 | 96,211 | 81.5% | 5/18/2012 | ||||||||||||||
47.06 | U-Store - Jackson | WFB | 175,467 | 132,526 | 42,941 | 6,486 | 0 | 36,456 | 68.8% | 5/18/2012 | ||||||||||||||
48 | Creekside Village Apartments | RBS | 2,524,744 | 1,684,465 | 840,279 | 40,800 | 0 | 799,479 | 95.8% | 5/29/2012 | ||||||||||||||
49 | Portairs Shopping Center | RBS | 1,413,742 | 458,416 | 955,326 | 35,013 | 57,600 | 862,713 | 94.3% | 4/12/2012 | ||||||||||||||
50 | Jetton Medical Building | WFB | 1,056,897 | 335,879 | 721,018 | 6,734 | 47,042 | 667,242 | 93.7% | 3/23/2012 |
A-1-10 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | UW Revenues ($)(8) | UW Expenses ($)(8) | UW Net Operating Income ($)(8) | UW Replacement ($)(8) | UW TI/LC ($)(8) | UW Net Cash Flow ($)(8) | Occupancy Rate(8)(4) | Occupancy as-of Date | UW Hotel ADR ($) | UW Hotel RevPAR ($) | ||||||||||||
51 | Magna International, Inc. | WFB | 1,013,578 | 30,407 | 983,171 | 38,689 | 55,625 | 888,856 | 100.0% | 4/30/2012 | ||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 1,338,025 | 544,390 | 793,635 | 15,705 | 111,829 | 666,100 | 93.2% | 6/19/2012 | ||||||||||||||
53 | Westcliff Shopping Center | WFB | 1,222,457 | 421,461 | 800,996 | 27,414 | 59,855 | 713,726 | 86.3% | 1/1/2012 | ||||||||||||||
54 | 2860 Bath Pike | RBS | 939,552 | 237,762 | 701,790 | 28,275 | 32,931 | 640,584 | 100.0% | 5/14/2012 | ||||||||||||||
55 | Liberty Square | CIIICM | 920,769 | 214,512 | 706,257 | 27,317 | 37,915 | 641,025 | 92.9% | 6/4/2012 | ||||||||||||||
56 | World Trade Park | WFB | 921,007 | 224,979 | 696,028 | 37,747 | 54,834 | 603,448 | 88.2% | 6/1/2012 | ||||||||||||||
57 | North Academy III | WFB | 1,247,169 | 310,056 | 937,113 | 9,870 | 55,586 | 871,656 | 94.3% | 3/15/2012 | ||||||||||||||
58 | Storage Direct | WFB | 983,234 | 348,738 | 634,496 | 10,023 | 0 | 624,473 | 90.3% | 4/10/2012 | ||||||||||||||
59 | Cordelia Industrial | WFB | 790,396 | 207,774 | 582,622 | 18,837 | 41,439 | 522,346 | 100.0% | 5/24/2012 | ||||||||||||||
60 | Trojan Storage Sun Valley | WFB | 952,542 | 354,932 | 597,611 | 10,699 | 0 | 586,911 | 91.1% | 4/30/2012 | ||||||||||||||
61 | Marymoor Storage | WFB | 862,336 | 289,479 | 572,856 | 7,727 | 0 | 565,130 | 89.2% | 4/30/2012 | ||||||||||||||
62 | Great Space Storage | RBS | 860,374 | 377,169 | 483,205 | 10,164 | 0 | 473,041 | 83.7% | 5/1/2012 | ||||||||||||||
63 | Wildcat II Portfolio | RBS | 1,208,437 | 690,789 | 517,648 | 58,632 | 0 | 459,016 | 94.0% | 6/21/2012 | ||||||||||||||
63.01 | Executive House | RBS | 389,750 | 243,748 | 146,001 | 20,591 | 0 | 125,410 | 93.2% | 6/21/2012 | ||||||||||||||
63.02 | Bellecliff Apartments | RBS | 287,655 | 145,409 | 142,246 | 13,262 | 0 | 128,984 | 94.7% | 6/21/2012 | ||||||||||||||
63.03 | Edgeley Manor | RBS | 195,042 | 93,446 | 101,596 | 8,725 | 0 | 92,871 | 96.0% | 6/21/2012 | ||||||||||||||
63.04 | Edgewater South | RBS | 149,234 | 94,728 | 54,506 | 6,980 | 0 | 47,526 | 95.0% | 6/21/2012 | ||||||||||||||
63.05 | Georgian Manor | RBS | 93,843 | 44,352 | 49,490 | 4,537 | 0 | 44,953 | 84.6% | 6/21/2012 | ||||||||||||||
63.06 | Viktoria Apartments | RBS | 92,914 | 69,106 | 23,808 | 4,537 | 0 | 19,271 | 100.0% | 6/21/2012 | ||||||||||||||
64 | Devon Storage | WFB | 1,472,458 | 907,932 | 564,526 | 26,480 | 0 | 538,046 | 71.3% | 2/14/2012 | ||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | 928,855 | 526,345 | 402,510 | 17,125 | 0 | 385,385 | 70.8% | 4/4/2012 | ||||||||||||||
64.02 | Devon Storage - Clinton | WFB | 543,603 | 381,587 | 162,016 | 9,355 | 0 | 152,661 | 72.1% | 4/4/2012 | ||||||||||||||
65 | Lakewood Club | RBS | 1,114,304 | 583,674 | 530,630 | 66,792 | 0 | 463,838 | 95.1% | 6/21/2012 | ||||||||||||||
66 | Pine Ridge Square | Basis | 1,003,192 | 428,512 | 574,681 | 28,243 | 120,766 | 425,672 | 96.9% | 3/1/2012 | ||||||||||||||
67 | Bloomfield Medical Village | CIIICM | 778,328 | 331,817 | 446,511 | 10,015 | 57,712 | 378,784 | 84.2% | 5/1/2012 | ||||||||||||||
68 | 1095 Spice Island Drive | WFB | 607,416 | 170,365 | 437,051 | 36,307 | 45,803 | 354,941 | 84.1% | 3/8/2012 | ||||||||||||||
69 | Lucerne Lakeside | CIIICM | 551,527 | 192,888 | 358,640 | 7,000 | 0 | 351,640 | 96.4% | 5/1/2012 | ||||||||||||||
70 | Traditions Apartments - Franklin | RBS | 999,883 | 549,699 | 450,184 | 31,000 | 0 | 419,184 | 87.9% | 5/1/2012 | ||||||||||||||
71 | Your Extra Attic Vinings | RBS | 710,647 | 299,864 | 410,783 | 10,359 | 0 | 400,424 | 75.6% | 4/19/2012 | ||||||||||||||
72 | Hartsville Crossing | WFB | 702,368 | 188,285 | 514,083 | 15,788 | 34,323 | 463,972 | 82.2% | 3/2/2012 | ||||||||||||||
73 | Rite Aid Buffalo | Basis | 266,818 | 5,336 | 261,482 | 1,911 | 13,026 | 246,545 | 100.0% | 8/1/2012 | ||||||||||||||
74 | Rite Aid Weirton | Basis | 210,777 | 4,216 | 206,561 | 1,636 | 11,154 | 193,771 | 100.0% | 8/1/2012 | ||||||||||||||
75 | Fair Oaks | CIIICM | 434,839 | 126,384 | 308,455 | 8,238 | 35,218 | 264,999 | 100.0% | 6/11/2012 | ||||||||||||||
76 | Willow Wind | CIIICM | 493,011 | 239,520 | 253,491 | 13,500 | 0 | 239,991 | 94.4% | 5/7/2012 | ||||||||||||||
77 | Woodlawn Manor MHC | WFB | 454,023 | 193,043 | 260,980 | 4,650 | 0 | 256,330 | 89.7% | 5/30/2012 | ||||||||||||||
78 | Sabo Self Storage | CIIICM | 463,260 | 250,232 | 213,028 | 6,599 | 0 | 206,429 | 91.1% | 5/8/2012 | ||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 256,562 | 60,486 | 196,076 | 4,250 | 0 | 191,826 | 90.6% | 4/26/2012 | ||||||||||||||
80 | Star & Stripes Storage | WFB | 309,706 | 140,907 | 168,800 | 6,657 | 0 | 162,143 | 74.4% | 4/18/2012 |
A-1-11 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Most Recent Period | Most Recent Revenues ($) | Most Recent Expenses ($) | Most Recent NOI ($) | Most Recent Capital Expenditures ($) | Most Recent NCF($) | Most Recent Hotel ADR ($) | Most Recent Hotel RevPAR ($) | ||||||||||
1 | 100 Church Street | WFB | TTM 5/31/2012 | 24,862,596 | 11,898,238 | 12,964,358 | 0 | 12,964,358 | ||||||||||||
2 | Brennan Industrial Portfolio | RBS | Actual 2011 | 13,571,600 | 1,174,447 | 12,397,154 | 0 | 12,397,154 | ||||||||||||
2.01 | Hannibal | RBS | Actual 2011 | 4,080,432 | 257,787 | 3,822,645 | 0 | 3,822,645 | ||||||||||||
2.02 | SET - New Boston | RBS | Actual 2011 | 1,252,371 | 69,286 | 1,183,085 | 0 | 1,183,085 | ||||||||||||
2.03 | TestAmerica - Sacramento | RBS | Actual 2011 | 905,294 | 48,600 | 856,694 | 0 | 856,694 | ||||||||||||
2.04 | Jade Sterling - Illinois | RBS | Actual 2011 | 869,460 | 50,996 | 818,464 | 0 | 818,464 | ||||||||||||
2.05 | Easley Custom Plastics | RBS | Actual 2011 | 775,356 | 66,405 | 708,951 | 0 | 708,951 | ||||||||||||
2.06 | Hover-Davis | RBS | Actual 2011 | 710,700 | 43,657 | 667,043 | 0 | 667,043 | ||||||||||||
2.07 | Jade Sterling - Ohio | RBS | Actual 2011 | 711,376 | 62,737 | 648,639 | 0 | 648,639 | ||||||||||||
2.08 | TestAmerica - Arvada | RBS | Actual 2011 | 647,618 | 28,683 | 618,935 | 0 | 618,935 | ||||||||||||
2.09 | Paragon Tech | RBS | Actual 2011 | 638,052 | 49,897 | 588,155 | 0 | 588,155 | ||||||||||||
2.10 | MVP Group - Charleston | RBS | Actual 2011 | 536,118 | 27,889 | 508,229 | 0 | 508,229 | ||||||||||||
2.11 | TestAmerica - Savannah | RBS | Actual 2011 | 532,323 | 27,356 | 504,967 | 0 | 504,967 | ||||||||||||
2.12 | TestAmerica - Pensacola | RBS | Actual 2011 | 350,793 | 35,514 | 315,279 | 0 | 315,279 | ||||||||||||
2.13 | Banner Services | RBS | Actual 2011 | 334,104 | 20,652 | 313,452 | 0 | 313,452 | ||||||||||||
2.14 | MVP Group - Mayfield | RBS | Actual 2011 | 272,970 | 17,943 | 255,027 | 0 | 255,027 | ||||||||||||
2.15 | Builders FirstSource | RBS | Actual 2011 | 26,635 | 255,664 | -229,029 | 0 | -229,029 | ||||||||||||
2.16 | SET - North Vernon | RBS | Actual 2011 | 286,857 | 28,888 | 257,969 | 0 | 257,969 | ||||||||||||
2.17 | Progressive Metal | RBS | Actual 2011 | 258,156 | 16,689 | 241,467 | 0 | 241,467 | ||||||||||||
2.18 | Texas Die Casting | RBS | Actual 2011 | 162,206 | 8,143 | 154,063 | 0 | 154,063 | ||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | Actual 2011 | 142,280 | 35,720 | 106,560 | 0 | 106,560 | ||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | Actual 2011 | 78,499 | 21,940 | 56,559 | 0 | 56,559 | ||||||||||||
3 | Northridge Fashion Center | WFB | TTM 3/31/2012 | 33,159,177 | 9,324,511 | 23,834,666 | 0 | 23,834,666 | ||||||||||||
4 | Town Center at Cobb | RBS | TTM 2/29/2012 | 28,654,801 | 8,174,353 | 20,480,448 | 0 | 20,480,448 | ||||||||||||
5 | BJ's Portfolio | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.01 | BJ's - Westminster | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.02 | BJ's - Lancaster | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.03 | BJ's - Uxbridge | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.04 | BJ's - Deptford | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.06 | BJ's - Greenfield | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
6 | Battelle Campus | WFB | Actual 2011 | 11,368,631 | 4,696,524 | 6,672,107 | 0 | 6,672,107 | ||||||||||||
7 | Plaza on Richmond | RBS | TTM 3/31/2012 | 5,260,285 | 2,134,028 | 3,126,257 | 0 | 3,126,257 | ||||||||||||
8 | DoubleTree New Orleans | RBS | TTM 4/30/2012 | 16,274,028 | 9,818,475 | 6,455,553 | 0 | 6,455,553 | 148 | 101 | ||||||||||
9 | Cole Office Portfolio | WFB | Various | 6,488,150 | 128,332 | 6,359,818 | 0 | 6,359,818 | ||||||||||||
9.01 | The Medicines Company | WFB | Annualized 1 3/31/2012 | 4,090,065 | 78,620 | 4,011,445 | 0 | 4,011,445 | ||||||||||||
9.02 | AGCO Corporation | WFB | Annualized 3 3/31/2012 | 1,481,581 | 27,597 | 1,453,984 | 0 | 1,453,984 | ||||||||||||
9.03 | Emdeon Office Center | WFB | Annualized 3 3/31/2012 | 916,503 | 22,115 | 894,388 | 0 | 894,388 | ||||||||||||
10 | Bank of America Financial Center | LIG I | Actual 2011 | 6,521,846 | 3,199,130 | 3,322,716 | 1,510,841 | 1,811,875 | ||||||||||||
11 | Fair Hill | RBS | TTM 4/30/2012 | 3,529,609 | 1,184,592 | 2,345,017 | 0 | 2,345,017 | ||||||||||||
12 | US Bank Centre | RBS | TTM 4/30/2012 | 4,187,755 | 2,262,648 | 1,925,107 | 0 | 1,925,107 | ||||||||||||
13 | Riverstone Marketplace | LIG I | YTD Annualized 4/30/2012 | 2,207,134 | 282,928 | 1,924,206 | 0 | 1,924,206 | ||||||||||||
14 | Napa Square | WFB | Actual 2011 | 1,514,042 | 569,868 | 944,173 | 154,789 | 789,384 | ||||||||||||
15 | Holiday Inn Disneyland | WFB | Annualized 9 4/30/2012 | 8,566,321 | 5,680,623 | 2,885,698 | 0 | 2,885,698 | 86 | 71 | ||||||||||
16 | Southern Shopping Center | RBS | TTM 3/31/2012 | 2,520,977 | 692,432 | 1,828,545 | 0 | 1,828,545 | ||||||||||||
17 | 11800 Tech Road | WFB | TTM 3/31/2012 | 3,837,812 | 1,522,386 | 2,315,426 | 0 | 2,315,426 | ||||||||||||
18 | Mission Village | WFB | Actual 2011 | 2,503,073 | 507,815 | 1,995,258 | 0 | 1,995,258 | ||||||||||||
19 | Stemmons Office Portfolio | CIIICM | Actual 2011 | 5,954,766 | 2,520,962 | 3,433,804 | 0 | 3,433,804 | ||||||||||||
19.01 | 7701 Stemmons | CIIICM | Actual 2011 | 3,248,035 | 1,355,047 | 1,892,988 | 0 | 1,892,988 | ||||||||||||
19.02 | 8001 Stemmons | CIIICM | Actual 2011 | 1,763,636 | 684,808 | 1,078,828 | 0 | 1,078,828 | ||||||||||||
19.03 | 8101 Stemmons | CIIICM | Actual 2011 | 943,095 | 481,107 | 461,988 | 0 | 461,988 | ||||||||||||
20 | West Slauson Plaza | WFB | Actual 2011 | 2,151,355 | 501,496 | 1,649,859 | 0 | 1,649,859 | ||||||||||||
21 | Hyatt House | LIG I | Actual 2011 | 4,539,647 | 2,684,805 | 1,854,842 | 0 | 1,854,842 | 119 | 86 | ||||||||||
22 | Harvest Hill Apartments | WFB | TTM 2/29/2012 | 2,502,330 | 1,389,605 | 1,112,725 | 92,708 | 1,020,017 | ||||||||||||
23 | Ortho Virginia | WFB | Annualized 5 3/31/2012 | 1,951,498 | 523,896 | 1,427,602 | 0 | 1,427,602 | ||||||||||||
24 | SpringHill Suites Alexandria | RBS | TTM 3/31/2012 | 3,073,130 | 1,453,642 | 1,619,488 | 0 | 1,619,488 | 125 | 92 | ||||||||||
25 | Laguna Pavilion | WFB | Actual 2011 | 1,741,786 | 455,881 | 1,285,905 | 125,562 | 1,160,343 | ||||||||||||
26 | 75 Commerce Drive | WFB | Actual 2011 | 1,964,502 | 434,752 | 1,529,750 | 0 | 1,529,750 | ||||||||||||
27 | Orangewood Shadows | WFB | TTM 3/31/2012 | 1,767,507 | 649,762 | 1,117,745 | 0 | 1,117,745 | ||||||||||||
28 | 249 East Ocean Boulevard | WFB | Actual 2011 | 1,939,601 | 963,492 | 976,109 | 418,021 | 558,088 | ||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Actual 2011 | 2,020,813 | 0 | 2,020,813 | 0 | 2,020,813 | ||||||||||||
29.01 | Silgan - Fort Dodge | WFB | Actual 2011 | 879,660 | 0 | 879,660 | 0 | 879,660 | ||||||||||||
29.02 | Silgan - Menomonie | WFB | Actual 2011 | 554,511 | 0 | 554,511 | 0 | 554,511 | ||||||||||||
29.03 | Silgan - Oconomowoc | WFB | Actual 2011 | 586,642 | 0 | 586,642 | 0 | 586,642 | ||||||||||||
30 | Carpenter Plaza | WFB | Actual 2010 | 2,559,799 | 601,519 | 1,958,280 | 0 | 1,958,280 | ||||||||||||
31 | Bay Bridge MHP | CIIICM | TTM 3/31/2012 | 1,545,384 | 567,079 | 978,305 | 132,005 | 846,300 | ||||||||||||
32 | Willowbrook I | CIIICM | Actual 2011 | 1,865,045 | 623,920 | 1,241,125 | 0 | 1,241,125 | ||||||||||||
33 | Holiday Inn Express Alexandria | RBS | TTM 3/31/2012 | 2,929,754 | 1,658,023 | 1,271,731 | 0 | 1,271,731 | 119 | 92 | ||||||||||
34 | Selma Square | WFB | Actual 2011 | 1,484,846 | 410,940 | 1,073,906 | 60,635 | 1,013,271 | ||||||||||||
35 | Broadview Gardens | RBS | TTM 3/31/2012 | 2,152,485 | 877,470 | 1,275,015 | 0 | 1,275,015 | ||||||||||||
36 | Peppertree Apartments | RBS | TTM 5/31/2012 | 2,143,118 | 1,095,823 | 1,047,295 | 0 | 1,047,295 | ||||||||||||
37 | Athens Town Center | CIIICM | Actual 2011 | 1,030,625 | 203,731 | 826,894 | 0 | 826,894 | ||||||||||||
38 | Cordele Corner | CIIICM | Actual 2011 | 542,183 | 158,682 | 383,501 | 0 | 383,501 | ||||||||||||
39 | Boynton West Shopping Center | WFB | TTM 3/31/2012 | 1,934,973 | 498,572 | 1,436,401 | 0 | 1,436,401 | ||||||||||||
40 | Springhill Suites - San Angelo | RBS | TTM 2/29/2012 | 3,279,413 | 1,744,432 | 1,534,981 | 0 | 1,534,981 | 109 | 90 | ||||||||||
41 | Winco Plaza | Basis | Actual 2011 | 1,177,418 | 299,165 | 878,253 | 0 | 878,253 | ||||||||||||
42 | Shops at Freedom | RBS | TTM 3/31/2012 | 1,244,930 | 403,296 | 841,634 | 0 | 841,634 | ||||||||||||
43 | Tower Automotive | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
44 | Newport Place Building | RBS | TTM 3/31/2012 | 1,180,389 | 370,693 | 809,696 | 0 | 809,696 | ||||||||||||
45 | NCR Building | RBS | TTM 3/31/2012 | 1,155,639 | 420,324 | 735,315 | 0 | 735,315 | ||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | TTM 4/30/2012 | 2,495,456 | 1,601,029 | 894,427 | 99,818 | 794,609 | 92 | 64 | ||||||||||
47 | U-Store Self Storage Portfolio | WFB | TTM 4/30/2012 | 2,116,527 | 967,436 | 1,149,091 | 108,129 | 1,040,962 | ||||||||||||
47.01 | U-Store - Brighton | WFB | TTM 4/30/2012 | 684,876 | 217,043 | 467,833 | 35,506 | 432,327 | ||||||||||||
47.02 | U-Store - South Lyon | WFB | TTM 4/30/2012 | 366,952 | 166,303 | 200,649 | 12,122 | 188,527 | ||||||||||||
47.03 | U-Store - Saline | WFB | TTM 4/30/2012 | 374,101 | 168,331 | 205,770 | 7,228 | 198,542 | ||||||||||||
47.04 | U-Store Holly | WFB | TTM 4/30/2012 | 261,086 | 142,124 | 118,962 | 18,743 | 100,219 | ||||||||||||
47.05 | U-Store Davison | WFB | TTM 4/30/2012 | 254,466 | 143,209 | 111,257 | 8,740 | 102,517 | ||||||||||||
47.06 | U-Store - Jackson | WFB | TTM 4/30/2012 | 175,046 | 130,426 | 44,620 | 25,790 | 18,830 | ||||||||||||
48 | Creekside Village Apartments | RBS | TTM 5/31/2012 | 2,481,386 | 1,644,431 | 836,955 | 0 | 836,955 | ||||||||||||
49 | Portairs Shopping Center | RBS | TTM 3/31/2012 | 1,299,414 | 417,428 | 881,986 | 0 | 881,986 | ||||||||||||
50 | Jetton Medical Building | WFB | Actual 2011 | 1,143,745 | 356,027 | 787,718 | 0 | 787,718 |
A-1-12 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Most Recent Period | Most Recent Revenues ($) | Most Recent Expenses ($) | Most Recent NOI ($) | Most Recent Capital Expenditures ($) | Most Recent NCF ($) | Most Recent Hotel ADR ($) | Most Recent Hotel RevPAR ($) | ||||||||||
51 | Magna International, Inc. | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | Actual 2011 | 933,443 | 616,860 | 316,583 | 0 | 316,583 | ||||||||||||
53 | Westcliff Shopping Center | WFB | Actual 2011 | 1,259,310 | 419,030 | 840,280 | 0 | 840,280 | ||||||||||||
54 | 2860 Bath Pike | RBS | TTM 3/31/2012 | 858,951 | 245,981 | 612,970 | 0 | 612,970 | ||||||||||||
55 | Liberty Square | CIIICM | Actual 2011 | 915,386 | 192,523 | 722,863 | 16,540 | 706,323 | ||||||||||||
56 | World Trade Park | WFB | TTM 3/31/2012 | 997,035 | 213,005 | 784,030 | 0 | 784,030 | ||||||||||||
57 | North Academy III | WFB | TTM 3/31/2012 | 1,430,064 | 327,857 | 1,102,208 | 58,500 | 1,043,708 | ||||||||||||
58 | Storage Direct | WFB | Actual 2011 | 976,974 | 328,958 | 648,016 | 0 | 648,016 | ||||||||||||
59 | Cordelia Industrial | WFB | Actual 2011 | 807,762 | 203,026 | 604,736 | 10,358 | 594,378 | ||||||||||||
60 | Trojan Storage Sun Valley | WFB | TTM 1/31/2012 | 946,594 | 350,754 | 595,840 | 0 | 595,840 | ||||||||||||
61 | Marymoor Storage | WFB | TTM 3/31/2012 | 859,590 | 282,211 | 577,379 | 0 | 577,379 | ||||||||||||
62 | Great Space Storage | RBS | TTM 3/31/2012 | 860,375 | 357,733 | 502,642 | 0 | 502,642 | ||||||||||||
63 | Wildcat II Portfolio | RBS | TTM 3/31/2012 | 1,192,733 | 725,305 | 467,428 | 0 | 467,428 | ||||||||||||
63.01 | Executive House | RBS | TTM 3/31/2012 | 383,334 | 249,013 | 134,321 | 0 | 134,321 | ||||||||||||
63.02 | Bellecliff Apartments | RBS | TTM 3/31/2012 | 291,748 | 156,382 | 135,366 | 0 | 135,366 | ||||||||||||
63.03 | Edgeley Manor | RBS | TTM 3/31/2012 | 201,090 | 113,198 | 87,892 | 0 | 87,892 | ||||||||||||
63.04 | Edgewater South | RBS | TTM 3/31/2012 | 139,932 | 91,263 | 48,669 | 0 | 48,669 | ||||||||||||
63.05 | Georgian Manor | RBS | TTM 3/31/2012 | 95,223 | 48,033 | 47,190 | 0 | 47,190 | ||||||||||||
63.06 | Viktoria Apartments | RBS | TTM 3/31/2012 | 81,406 | 67,416 | 13,990 | 0 | 13,990 | ||||||||||||
64 | Devon Storage | WFB | TTM 3/31/2012 | 1,473,695 | 886,546 | 587,149 | 0 | 587,149 | ||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | TTM 3/31/2012 | 928,811 | 528,770 | 400,041 | 0 | 400,041 | ||||||||||||
64.02 | Devon Storage - Clinton | WFB | TTM 3/31/2012 | 544,884 | 357,776 | 187,108 | 0 | 187,108 | ||||||||||||
65 | Lakewood Club | RBS | TTM 3/31/2012 | 1,192,976 | 579,242 | 613,734 | 0 | 613,734 | ||||||||||||
66 | Pine Ridge Square | Basis | Annualized T10 7/31/2011 | 1,004,425 | 424,529 | 579,896 | 161,186 | 418,710 | ||||||||||||
67 | Bloomfield Medical Village | CIIICM | Actual 2011 | 875,624 | 363,022 | 512,602 | 0 | 512,602 | ||||||||||||
68 | 1095 Spice Island Drive | WFB | TTM 3/31/2012 | 593,878 | 168,242 | 425,636 | 0 | 425,636 | ||||||||||||
69 | Lucerne Lakeside | CIIICM | TTM 4/30/2012 | 537,924 | 194,261 | 343,663 | 3,504 | 340,159 | ||||||||||||
70 | Traditions Apartments - Franklin | RBS | TTM 4/30/2012 | 1,025,350 | 491,024 | 534,326 | 0 | 534,326 | ||||||||||||
71 | Your Extra Attic Vinings | RBS | TTM 3/31/2012 | 704,582 | 315,883 | 388,699 | 0 | 388,699 | ||||||||||||
72 | Hartsville Crossing | WFB | Actual 2011 | 522,299 | 147,036 | 375,263 | 0 | 375,263 | ||||||||||||
73 | Rite Aid Buffalo | Basis | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
74 | Rite Aid Weirton | Basis | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
75 | Fair Oaks | CIIICM | Actual 2011 | 399,373 | 127,924 | 271,449 | 84,108 | 187,341 | ||||||||||||
76 | Willow Wind | CIIICM | TTM 4/30/2012 | 496,085 | 219,541 | 276,544 | 0 | 276,544 | ||||||||||||
77 | Woodlawn Manor MHC | WFB | Annualized 3/31/2012 | 566,616 | 253,812 | 312,804 | 0 | 312,804 | ||||||||||||
78 | Sabo Self Storage | CIIICM | TTM 4/30/2012 | 463,260 | 216,281 | 246,979 | 0 | 246,979 | ||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | TTM 4/30/2012 | 258,936 | 43,656 | 215,280 | 0 | 215,280 | ||||||||||||
80 | Star & Stripes Storage | WFB | TTM 3/31/2012 | 310,829 | 140,346 | 170,483 | 0 | 170,483 |
A-1-13 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Second Most Recent Period | Second Most Recent Revenues ($) | Second Most Recent Expenses ($) | Second Most Recent NOI ($) | Second Most Recent Capital Expenditures ($) | Second Most Recent NCF ($) | Second Most Recent Hotel ADR ($) | Second Most Recent Hotel RevPAR ($) | ||||||||||
1 | 100 Church Street | WFB | Actual 2011 | 21,117,121 | 11,699,672 | 9,417,449 | 0 | 9,417,449 | ||||||||||||
2 | Brennan Industrial Portfolio | RBS | Actual 2010 | 11,852,338 | 340,640 | 11,511,700 | 0 | 11,511,700 | ||||||||||||
2.01 | Hannibal | RBS | Actual 2010 | 3,044,025 | 59,872 | 2,984,153 | 0 | 2,984,153 | ||||||||||||
2.02 | SET - New Boston | RBS | Actual 2010 | 1,199,070 | 2,464 | 1,196,606 | 0 | 1,196,606 | ||||||||||||
2.03 | TestAmerica - Sacramento | RBS | Actual 2010 | 870,379 | 3,678 | 866,701 | 0 | 866,701 | ||||||||||||
2.04 | Jade Sterling - Illinois | RBS | Actual 2010 | 848,252 | 13,415 | 834,837 | 0 | 834,837 | ||||||||||||
2.05 | Easley Custom Plastics | RBS | Actual 2010 | 756,456 | 11,045 | 745,411 | 0 | 745,411 | ||||||||||||
2.06 | Hover-Davis | RBS | Actual 2010 | 690,000 | 9,816 | 680,184 | 0 | 680,184 | ||||||||||||
2.07 | Jade Sterling - Ohio | RBS | Actual 2010 | 694,032 | 17,857 | 676,175 | 0 | 676,175 | ||||||||||||
2.08 | TestAmerica - Arvada | RBS | Actual 2010 | 622,710 | 9,559 | 613,151 | 0 | 613,151 | ||||||||||||
2.09 | Paragon Tech | RBS | Actual 2010 | 624,796 | 9,249 | 615,547 | 0 | 615,547 | ||||||||||||
2.10 | MVP Group - Charleston | RBS | Actual 2010 | 282,574 | 2,249 | 280,325 | 0 | 280,325 | ||||||||||||
2.11 | TestAmerica - Savannah | RBS | Actual 2010 | 511,849 | 8,330 | 503,519 | 0 | 503,519 | ||||||||||||
2.12 | TestAmerica - Pensacola | RBS | Actual 2010 | 337,301 | 870 | 336,431 | 0 | 336,431 | ||||||||||||
2.13 | Banner Services | RBS | Actual 2010 | 329,351 | 3,896 | 325,455 | 0 | 325,455 | ||||||||||||
2.14 | MVP Group - Mayfield | RBS | Actual 2010 | 143,878 | 4,189 | 139,689 | 0 | 139,689 | ||||||||||||
2.15 | Builders FirstSource | RBS | Actual 2010 | NAV | 167,104 | -167,104 | 0 | -167,104 | ||||||||||||
2.16 | SET - North Vernon | RBS | Actual 2010 | 274,646 | 5,018 | 269,628 | 0 | 269,628 | ||||||||||||
2.17 | Progressive Metal | RBS | Actual 2010 | 252,480 | 4,134 | 248,346 | 0 | 248,346 | ||||||||||||
2.18 | Texas Die Casting | RBS | Actual 2010 | 158,252 | 5,379 | 152,873 | 0 | 152,873 | ||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | Actual 2010 | 136,808 | 776 | 136,032 | 0 | 136,032 | ||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | Actual 2010 | 75,480 | 1,739 | 73,741 | 0 | 73,741 | ||||||||||||
3 | Northridge Fashion Center | WFB | Actual 2011 | 33,178,692 | 9,396,732 | 23,781,960 | 0 | 23,781,960 | ||||||||||||
4 | Town Center at Cobb | RBS | Actual 2011 | 28,523,986 | 8,026,092 | 20,497,894 | 0 | 20,497,894 | ||||||||||||
5 | BJ's Portfolio | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.01 | BJ's - Westminster | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.02 | BJ's - Lancaster | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.03 | BJ's - Uxbridge | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.04 | BJ's - Deptford | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
5.06 | BJ's - Greenfield | RBS | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
6 | Battelle Campus | WFB | Actual 2010 | 10,750,846 | 4,078,733 | 6,672,113 | 0 | 6,672,113 | ||||||||||||
7 | Plaza on Richmond | RBS | Actual 2011 | 5,303,563 | 2,190,474 | 3,113,089 | 0 | 3,113,089 | ||||||||||||
8 | DoubleTree New Orleans | RBS | Actual 2011 | 15,168,775 | 9,784,598 | 5,384,177 | 0 | 5,384,177 | 141 | 93 | ||||||||||
9 | Cole Office Portfolio | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
9.01 | The Medicines Company | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
9.02 | AGCO Corporation | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
9.03 | Emdeon Office Center | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
10 | Bank of America Financial Center | LIG I | Actual 2010 | 6,650,735 | 3,237,463 | 3,413,272 | 257,217 | 3,156,055 | ||||||||||||
11 | Fair Hill | RBS | Actual 2011 | 2,856,324 | 1,204,621 | 1,651,703 | 0 | 1,651,703 | ||||||||||||
12 | US Bank Centre | RBS | Actual 2011 | 4,606,356 | 2,340,884 | 2,265,472 | 0 | 2,265,472 | ||||||||||||
13 | Riverstone Marketplace | LIG I | Actual 2011 | 2,151,698 | 334,198 | 1,817,500 | 95,512 | 1,721,988 | ||||||||||||
14 | Napa Square | WFB | Actual 2010 | 1,301,882 | 515,330 | 786,552 | 82,796 | 703,756 | ||||||||||||
15 | Holiday Inn Disneyland | WFB | Actual 2010 | 8,184,672 | 5,220,559 | 2,964,113 | 245,540 | 2,718,573 | 76 | 64 | ||||||||||
16 | Southern Shopping Center | RBS | Actual 2011 | 2,556,184 | 683,901 | 1,872,283 | 0 | 1,872,283 | ||||||||||||
17 | 11800 Tech Road | WFB | Actual 2011 | 3,707,908 | 1,610,696 | 2,097,212 | 0 | 2,097,212 | ||||||||||||
18 | Mission Village | WFB | Actual 2010 | 2,509,008 | 538,064 | 1,970,944 | 0 | 1,970,944 | ||||||||||||
19 | Stemmons Office Portfolio | CIIICM | Actual 2010 | 6,314,190 | 2,742,739 | 3,571,451 | 0 | 3,571,451 | ||||||||||||
19.01 | 7701 Stemmons | CIIICM | Actual 2010 | 3,492,577 | 1,460,625 | 2,031,952 | 0 | 2,031,952 | ||||||||||||
19.02 | 8001 Stemmons | CIIICM | Actual 2010 | 1,750,097 | 756,689 | 993,408 | 0 | 993,408 | ||||||||||||
19.03 | 8101 Stemmons | CIIICM | Actual 2010 | 1,071,516 | 525,425 | 546,091 | 0 | 546,091 | ||||||||||||
20 | West Slauson Plaza | WFB | Actual 2010 | 2,069,455 | 470,646 | 1,598,809 | 0 | 1,598,809 | ||||||||||||
21 | Hyatt House | LIG I | Actual 2010 | 3,847,903 | 2,464,472 | 1,383,431 | 0 | 1,383,431 | 108 | 72 | ||||||||||
22 | Harvest Hill Apartments | WFB | Actual 2011 | 2,450,501 | 1,370,763 | 1,079,738 | 93,411 | 986,327 | ||||||||||||
23 | Ortho Virginia | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
24 | SpringHill Suites Alexandria | RBS | Actual 2011 | 2,968,990 | 1,427,156 | 1,541,834 | 0 | 1,541,834 | 127 | 89 | ||||||||||
25 | Laguna Pavilion | WFB | Actual 2010 | 1,583,677 | 455,515 | 1,128,162 | 243,816 | 884,346 | ||||||||||||
26 | 75 Commerce Drive | WFB | Actual 2010 | 1,828,705 | 558,968 | 1,269,737 | 0 | 1,269,737 | ||||||||||||
27 | Orangewood Shadows | WFB | Actual 2011 | 1,651,198 | 641,568 | 1,009,630 | 0 | 1,009,630 | ||||||||||||
28 | 249 East Ocean Boulevard | WFB | Actual 2010 | 1,948,626 | 1,048,323 | 900,303 | 430,643 | 469,660 | ||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Actual 2010 | 2,020,813 | 0 | 2,020,813 | 0 | 2,020,813 | ||||||||||||
29.01 | Silgan - Fort Dodge | WFB | Actual 2010 | 879,660 | 0 | 879,660 | 0 | 879,660 | ||||||||||||
29.02 | Silgan - Menomonie | WFB | Actual 2010 | 554,511 | 0 | 554,511 | 0 | 554,511 | ||||||||||||
29.03 | Silgan - Oconomowoc | WFB | Actual 2010 | 586,642 | 0 | 586,642 | 0 | 586,642 | ||||||||||||
30 | Carpenter Plaza | WFB | Actual 2009 | 2,585,643 | 600,425 | 1,985,218 | 0 | 1,985,218 | ||||||||||||
31 | Bay Bridge MHP | CIIICM | Actual 2011 | 1,541,107 | 576,180 | 964,927 | 67,513 | 897,414 | ||||||||||||
32 | Willowbrook I | CIIICM | Actual 2010 | 1,516,714 | 582,309 | 934,405 | 0 | 934,405 | ||||||||||||
33 | Holiday Inn Express Alexandria | RBS | Actual 2011 | 2,781,572 | 1,586,530 | 1,195,042 | 0 | 1,195,042 | 120 | 87 | ||||||||||
34 | Selma Square | WFB | Actual 2010 | 1,699,062 | 422,989 | 1,276,073 | 34,144 | 1,241,929 | ||||||||||||
35 | Broadview Gardens | RBS | Actual 2011 | 2,061,159 | 909,255 | 1,151,904 | 0 | 1,151,904 | ||||||||||||
36 | Peppertree Apartments | RBS | Actual 2011 | 2,176,203 | 1,160,434 | 1,015,769 | 0 | 1,015,769 | ||||||||||||
37 | Athens Town Center | CIIICM | Actual 2010 | 1,129,344 | 227,761 | 901,583 | 0 | 901,583 | ||||||||||||
38 | Cordele Corner | CIIICM | Actual 2010 | 432,852 | 140,361 | 292,492 | 0 | 292,492 | ||||||||||||
39 | Boynton West Shopping Center | WFB | Actual 2011 | 1,963,885 | 503,443 | 1,460,442 | 0 | 1,460,442 | ||||||||||||
40 | Springhill Suites - San Angelo | RBS | Actual 2011 | 3,104,489 | 1,716,020 | 1,388,469 | 0 | 1,388,469 | 107 | 85 | ||||||||||
41 | Winco Plaza | Basis | Actual 2010 | 1,082,193 | 271,972 | 810,220 | 0 | 810,220 | ||||||||||||
42 | Shops at Freedom | RBS | Actual 2011 | 1,269,638 | 388,565 | 881,073 | 0 | 881,073 | ||||||||||||
43 | Tower Automotive | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
44 | Newport Place Building | RBS | Actual 2011 | 1,190,657 | 376,051 | 814,606 | 0 | 814,606 | ||||||||||||
45 | NCR Building | RBS | Actual 2011 | 1,152,043 | 401,797 | 750,246 | 0 | 750,246 | ||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | Actual 2011 | 2,431,695 | 1,573,455 | 858,240 | 97,269 | 760,971 | 91 | 62 | ||||||||||
47 | U-Store Self Storage Portfolio | WFB | Actual 2011 | 2,089,918 | 966,210 | 1,123,708 | 108,129 | 1,015,579 | ||||||||||||
47.01 | U-Store - Brighton | WFB | Actual 2011 | 674,876 | 222,119 | 452,757 | 35,506 | 417,251 | ||||||||||||
47.02 | U-Store - South Lyon | WFB | Actual 2011 | 365,874 | 166,011 | 199,863 | 12,122 | 187,741 | ||||||||||||
47.03 | U-Store - Saline | WFB | Actual 2011 | 375,198 | 170,051 | 205,147 | 7,228 | 197,919 | ||||||||||||
47.04 | U-Store Holly | WFB | Actual 2011 | 250,926 | 138,228 | 112,698 | 18,743 | 93,955 | ||||||||||||
47.05 | U-Store Davison | WFB | Actual 2011 | 247,989 | 144,257 | 103,732 | 8,740 | 94,992 | ||||||||||||
47.06 | U-Store - Jackson | WFB | Actual 2011 | 175,055 | 125,544 | 49,511 | 25,790 | 23,721 | ||||||||||||
48 | Creekside Village Apartments | RBS | Actual 2011 | 2,385,936 | 1,587,637 | 798,299 | 0 | 798,299 | ||||||||||||
49 | Portairs Shopping Center | RBS | Actual 2011 | 1,348,332 | 399,899 | 948,433 | 0 | 948,433 | ||||||||||||
50 | Jetton Medical Building | WFB | Actual 2010 | 926,310 | 303,876 | 622,434 | 0 | 622,434 |
A-1-14 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Second Most Recent Period | Second Most Recent Revenues ($) | Second Most Recent Expenses ($) | Second Most Recent NOI ($) | Second Most Recent Capital Expenditures ($) | Second Most Recent NCF ($) | Second Most Recent Hotel ADR ($) | Second Most Recent Hotel RevPAR ($) | ||||||||||
51 | Magna International, Inc. | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | Actual 2010 | 1,256,546 | 593,762 | 662,784 | 0 | 662,784 | ||||||||||||
53 | Westcliff Shopping Center | WFB | Actual 2010 | 985,893 | 391,228 | 594,665 | 0 | 594,665 | ||||||||||||
54 | 2860 Bath Pike | RBS | Actual 2011 | 852,128 | 246,012 | 606,116 | 0 | 606,116 | ||||||||||||
55 | Liberty Square | CIIICM | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
56 | World Trade Park | WFB | Actual 2011 | 970,826 | 209,830 | 760,996 | 0 | 760,996 | ||||||||||||
57 | North Academy III | WFB | Actual 2011 | 1,428,869 | 327,295 | 1,101,573 | 58,500 | 1,043,073 | ||||||||||||
58 | Storage Direct | WFB | Actual 2010 | 942,747 | 340,535 | 602,212 | 0 | 602,212 | ||||||||||||
59 | Cordelia Industrial | WFB | Actual 2010 | 703,931 | 193,867 | 510,064 | 405,226 | 104,838 | ||||||||||||
60 | Trojan Storage Sun Valley | WFB | Actual 2011 | 943,033 | 348,977 | 594,056 | 0 | 594,056 | ||||||||||||
61 | Marymoor Storage | WFB | Actual 2011 | 826,004 | 278,059 | 547,945 | 0 | 547,945 | ||||||||||||
62 | Great Space Storage | RBS | Actual 2011 | 840,560 | 357,036 | 483,524 | 0 | 483,524 | ||||||||||||
63 | Wildcat II Portfolio | RBS | Actual 2011 | 1,184,715 | 713,339 | 471,376 | 0 | 471,376 | ||||||||||||
63.01 | Executive House | RBS | Actual 2011 | 385,626 | 261,321 | 124,305 | 0 | 124,305 | ||||||||||||
63.02 | Bellecliff Apartments | RBS | Actual 2011 | 283,145 | 137,584 | 145,561 | 0 | 145,561 | ||||||||||||
63.03 | Edgeley Manor | RBS | Actual 2011 | 197,105 | 105,549 | 91,556 | 0 | 91,556 | ||||||||||||
63.04 | Edgewater South | RBS | Actual 2011 | 136,739 | 102,953 | 33,786 | 0 | 33,786 | ||||||||||||
63.05 | Georgian Manor | RBS | Actual 2011 | 96,432 | 47,774 | 48,658 | 0 | 48,658 | ||||||||||||
63.06 | Viktoria Apartments | RBS | Actual 2011 | 85,668 | 58,158 | 27,510 | 0 | 27,510 | ||||||||||||
64 | Devon Storage | WFB | Actual 2011 | 1,457,160 | 846,178 | 610,982 | 0 | 610,982 | ||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | Actual 2011 | 925,462 | 524,287 | 401,175 | 0 | 401,175 | ||||||||||||
64.02 | Devon Storage - Clinton | WFB | Actual 2011 | 531,698 | 321,891 | 209,807 | 0 | 209,807 | ||||||||||||
65 | Lakewood Club | RBS | Actual 2011 | 1,155,757 | 579,037 | 576,720 | 0 | 576,720 | ||||||||||||
66 | Pine Ridge Square | Basis | Actual 2010 | 842,262 | 567,985 | 274,277 | 0 | 274,277 | ||||||||||||
67 | Bloomfield Medical Village | CIIICM | Actual 2010 | 886,035 | 383,989 | 502,046 | 0 | 502,046 | ||||||||||||
68 | 1095 Spice Island Drive | WFB | Actual 2011 | 552,198 | 173,703 | 378,495 | 0 | 378,495 | ||||||||||||
69 | Lucerne Lakeside | CIIICM | Actual 2011 | 533,735 | 190,926 | 342,809 | 4,200 | 338,609 | ||||||||||||
70 | Traditions Apartments - Franklin | RBS | Actual 2011 | 1,007,072 | 528,156 | 478,915 | 0 | 478,915 | ||||||||||||
71 | Your Extra Attic Vinings | RBS | Actual 2011 | 683,945 | 302,850 | 381,095 | 0 | 381,095 | ||||||||||||
72 | Hartsville Crossing | WFB | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
73 | Rite Aid Buffalo | Basis | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
74 | Rite Aid Weirton | Basis | NAV | NAV | NAV | NAV | NAV | NAV | ||||||||||||
75 | Fair Oaks | CIIICM | Actual 2010 | 316,633 | 124,365 | 192,268 | 36,530 | 155,738 | ||||||||||||
76 | Willow Wind | CIIICM | Actual 2011 | 476,890 | 235,877 | 241,013 | 0 | 241,013 | ||||||||||||
77 | Woodlawn Manor MHC | WFB | Actual 2011 | 430,969 | 198,260 | 232,709 | 0 | 232,709 | ||||||||||||
78 | Sabo Self Storage | CIIICM | Actual 2011 | 454,213 | 217,375 | 236,838 | 0 | 236,838 | ||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | Actual 2011 | 259,131 | 41,114 | 218,017 | 0 | 218,017 | ||||||||||||
80 | Star & Stripes Storage | WFB | Actual 2011 | 295,850 | 137,921 | 157,929 | 0 | 157,929 |
A-1-15 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Third Most Recent Period | Third Most Recent Revenues ($) | Third Most Recent Expenses ($) | Third Most Recent NOI ($) | Third Most Recent Capital Expenditures ($) | Third Most Recent NCF ($) | Third Most Recent Hotel ADR ($) | Third Most Recent Hotel RevPAR ($) | Master Lease (Y/N) | |||||||||||
1 | 100 Church Street | WFB | Actual 2010 | 18,649,479 | 10,913,464 | 7,736,015 | 0 | 7,736,015 | N | |||||||||||||
2 | Brennan Industrial Portfolio | RBS | Actual 2009 | 11,523,740 | 176,254 | 11,347,486 | 0 | 11,347,486 | Y | |||||||||||||
2.01 | Hannibal | RBS | Actual 2009 | 2,333,925 | 19,042 | 2,314,883 | 0 | 2,314,883 | Y | |||||||||||||
2.02 | SET - New Boston | RBS | Actual 2009 | 1,036,163 | 1,572 | 1,034,591 | 0 | 1,034,591 | Y | |||||||||||||
2.03 | TestAmerica - Sacramento | RBS | Actual 2009 | 853,313 | 14,474 | 838,839 | 0 | 838,839 | Y | |||||||||||||
2.04 | Jade Sterling - Illinois | RBS | Actual 2009 | 759,731 | 1,901 | 757,830 | 0 | 757,830 | Y | |||||||||||||
2.05 | Easley Custom Plastics | RBS | Actual 2009 | 732,996 | 1,378 | 731,618 | 0 | 731,618 | Y | |||||||||||||
2.06 | Hover-Davis | RBS | Actual 2009 | 669,900 | 1,728 | 668,172 | 0 | 668,172 | Y | |||||||||||||
2.07 | Jade Sterling - Ohio | RBS | Actual 2009 | 621,604 | 9,361 | 612,243 | 0 | 612,243 | Y | |||||||||||||
2.08 | TestAmerica - Arvada | RBS | Actual 2009 | 539,461 | 1,400 | 538,061 | 0 | 538,061 | Y | |||||||||||||
2.09 | Paragon Tech | RBS | Actual 2009 | 607,308 | 3,751 | 603,557 | 0 | 603,557 | Y | |||||||||||||
2.10 | MVP Group - Charleston | RBS | Actual 2009 | 550,304 | 1,666 | 548,638 | 0 | 548,638 | Y | |||||||||||||
2.11 | TestAmerica - Savannah | RBS | Actual 2009 | 501,813 | 1,529 | 500,284 | 0 | 500,284 | Y | |||||||||||||
2.12 | TestAmerica - Pensacola | RBS | Actual 2009 | 330,687 | 564 | 330,123 | 0 | 330,123 | Y | |||||||||||||
2.13 | Banner Services | RBS | Actual 2009 | 321,315 | 6,614 | 314,701 | 0 | 314,701 | Y | |||||||||||||
2.14 | MVP Group - Mayfield | RBS | Actual 2009 | 280,200 | 615 | 279,585 | 0 | 279,585 | Y | |||||||||||||
2.15 | Builders FirstSource | RBS | Actual 2009 | 538,246 | 105,535 | 432,711 | 0 | 432,711 | Y | |||||||||||||
2.16 | SET - North Vernon | RBS | Actual 2009 | 237,329 | 1,134 | 236,195 | 0 | 236,195 | Y | |||||||||||||
2.17 | Progressive Metal | RBS | Actual 2009 | 246,924 | 1,125 | 245,799 | 0 | 245,799 | Y | |||||||||||||
2.18 | Texas Die Casting | RBS | Actual 2009 | 154,396 | 1,911 | 152,485 | 0 | 152,485 | Y | |||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | Actual 2009 | 134,125 | 460 | 133,665 | 0 | 133,665 | Y | |||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | Actual 2009 | 74,000 | 495 | 73,505 | 0 | 73,505 | Y | |||||||||||||
3 | Northridge Fashion Center | WFB | Actual 2010 | 32,633,040 | 8,770,657 | 23,862,383 | 0 | 23,862,383 | N | |||||||||||||
4 | Town Center at Cobb | RBS | Actual 2010 | 28,193,545 | 7,843,078 | 20,350,467 | 0 | 20,350,467 | N | |||||||||||||
5 | BJ's Portfolio | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
5.01 | BJ's - Westminster | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
5.02 | BJ's - Lancaster | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
5.03 | BJ's - Uxbridge | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
5.04 | BJ's - Deptford | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
5.06 | BJ's - Greenfield | RBS | NAV | NAV | NAV | NAV | NAV | NAV | Y | |||||||||||||
6 | Battelle Campus | WFB | Actual 2009 | 9,680,969 | 3,143,588 | 6,537,381 | 0 | 6,537,381 | N | |||||||||||||
7 | Plaza on Richmond | RBS | Actual 2010 | 5,220,574 | 2,223,085 | 2,997,489 | 0 | 2,997,489 | N | |||||||||||||
8 | DoubleTree New Orleans | RBS | Actual 2010 | 14,078,930 | 9,754,362 | 4,324,568 | 0 | 4,324,568 | 123 | 85 | N | |||||||||||
9 | Cole Office Portfolio | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
9.01 | The Medicines Company | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
9.02 | AGCO Corporation | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
9.03 | Emdeon Office Center | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
10 | Bank of America Financial Center | LIG I | Actual 2009 | 6,296,336 | 3,082,583 | 3,213,753 | 772,266 | 2,441,487 | N | |||||||||||||
11 | Fair Hill | RBS | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
12 | US Bank Centre | RBS | Actual 2010 | 5,446,322 | 2,626,083 | 2,820,239 | 0 | 2,820,239 | N | |||||||||||||
13 | Riverstone Marketplace | LIG I | Actual 2010 | 2,136,928 | 410,395 | 1,726,532 | 6,261 | 1,720,271 | N | |||||||||||||
14 | Napa Square | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
15 | Holiday Inn Disneyland | WFB | Actual 2009 | 6,354,656 | 4,602,756 | 1,751,900 | 190,640 | 1,561,260 | 77 | 55 | N | |||||||||||
16 | Southern Shopping Center | RBS | Actual 2010 | 2,384,149 | 711,882 | 1,672,267 | 0 | 1,672,267 | N | |||||||||||||
17 | 11800 Tech Road | WFB | Actual 2010 | 3,958,164 | 1,688,335 | 2,269,829 | 0 | 2,269,829 | N | |||||||||||||
18 | Mission Village | WFB | Actual 2009 | 1,900,955 | 432,042 | 1,468,913 | 0 | 1,468,913 | N | |||||||||||||
19 | Stemmons Office Portfolio | CIIICM | Actual 2009 | 6,785,967 | 2,833,633 | 3,952,334 | 0 | 3,952,334 | N | |||||||||||||
19.01 | 7701 Stemmons | CIIICM | Actual 2009 | 3,478,610 | 1,560,639 | 1,917,971 | 0 | 1,917,971 | N | |||||||||||||
19.02 | 8001 Stemmons | CIIICM | Actual 2009 | 1,791,115 | 770,818 | 1,020,297 | 0 | 1,020,297 | N | |||||||||||||
19.03 | 8101 Stemmons | CIIICM | Actual 2009 | 1,516,242 | 502,176 | 1,014,066 | 0 | 1,014,066 | N | |||||||||||||
20 | West Slauson Plaza | WFB | Actual 2009 | 2,083,484 | 465,192 | 1,618,292 | 0 | 1,618,292 | N | |||||||||||||
21 | Hyatt House | LIG I | Actual 2009 | 2,930,437 | 2,176,959 | 753,478 | 0 | 753,478 | 106 | 55 | N | |||||||||||
22 | Harvest Hill Apartments | WFB | Actual 2010 | 2,492,906 | 1,316,809 | 1,176,097 | 69,155 | 1,106,942 | N | |||||||||||||
23 | Ortho Virginia | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
24 | SpringHill Suites Alexandria | RBS | NAV | NAV | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||
25 | Laguna Pavilion | WFB | Actual 2009 | 1,684,510 | 435,394 | 1,249,116 | 18,555 | 1,230,561 | N | |||||||||||||
26 | 75 Commerce Drive | WFB | Actual 2009 | 1,950,243 | 513,548 | 1,436,695 | 0 | 1,436,695 | N | |||||||||||||
27 | Orangewood Shadows | WFB | Actual 2010 | 1,598,356 | 625,799 | 972,557 | 0 | 972,557 | N | |||||||||||||
28 | 249 East Ocean Boulevard | WFB | Actual 2009 | 2,210,075 | 1,138,374 | 1,071,701 | 936,004 | 135,697 | N | |||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Actual 2009 | 1,943,024 | 0 | 1,943,024 | 0 | 1,943,024 | N | |||||||||||||
29.01 | Silgan - Fort Dodge | WFB | Actual 2009 | 801,819 | 0 | 801,819 | 0 | 801,819 | N | |||||||||||||
29.02 | Silgan - Menomonie | WFB | Actual 2009 | 554,545 | 0 | 554,545 | 0 | 554,545 | N | |||||||||||||
29.03 | Silgan - Oconomowoc | WFB | Actual 2009 | 586,660 | 0 | 586,660 | 0 | 586,660 | N | |||||||||||||
30 | Carpenter Plaza | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
31 | Bay Bridge MHP | CIIICM | Actual 2010 | 1,529,051 | 554,051 | 975,000 | 14,869 | 960,131 | N | |||||||||||||
32 | Willowbrook I | CIIICM | Actual 2009 | 1,527,077 | 651,526 | 875,551 | 0 | 875,551 | N | |||||||||||||
33 | Holiday Inn Express Alexandria | RBS | NAV | NAV | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||
34 | Selma Square | WFB | Actual 2009 | 1,554,133 | 414,314 | 1,139,819 | 4,458 | 1,135,361 | N | |||||||||||||
35 | Broadview Gardens | RBS | Actual 2010 | 1,652,201 | 1,130,845 | 521,356 | 0 | 521,356 | N | |||||||||||||
36 | Peppertree Apartments | RBS | Actual 2010 | 2,025,280 | 1,175,039 | 850,241 | 0 | 850,241 | N | |||||||||||||
37 | Athens Town Center | CIIICM | Actual 2009 | 1,149,669 | 220,729 | 928,940 | 0 | 928,940 | N | |||||||||||||
38 | Cordele Corner | CIIICM | Actual 2009 | 259,143 | 61,661 | 197,482 | 0 | 197,482 | N | |||||||||||||
39 | Boynton West Shopping Center | WFB | Actual 2010 | 1,983,486 | 435,411 | 1,548,075 | 0 | 1,548,075 | N | |||||||||||||
40 | Springhill Suites - San Angelo | RBS | Actual 2010 | 2,217,179 | 1,484,192 | 732,987 | 0 | 732,987 | 101 | 61 | N | |||||||||||
41 | Winco Plaza | Basis | Actual 2009 | 1,060,667 | 289,881 | 770,786 | 0 | 770,786 | N | |||||||||||||
42 | Shops at Freedom | RBS | Actual 2010 | 1,132,192 | 331,476 | 800,716 | 0 | 800,716 | N | |||||||||||||
43 | Tower Automotive | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
44 | Newport Place Building | RBS | Actual 2010 | 1,220,324 | 378,634 | 841,690 | 0 | 841,690 | N | |||||||||||||
45 | NCR Building | RBS | Actual 2010 | 1,389,628 | 449,093 | 940,535 | 0 | 940,535 | N | |||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | Actual 2010 | 2,206,413 | 1,450,525 | 755,888 | 88,257 | 667,631 | 89 | 56 | N | |||||||||||
47 | U-Store Self Storage Portfolio | WFB | Actual 2010 | 2,041,467 | 994,079 | 1,047,388 | 0 | 1,047,388 | N | |||||||||||||
47.01 | U-Store - Brighton | WFB | Actual 2010 | 643,423 | 244,726 | 398,697 | 0 | 398,697 | N | |||||||||||||
47.02 | U-Store - South Lyon | WFB | Actual 2010 | 365,611 | 160,903 | 204,708 | 0 | 204,708 | N | |||||||||||||
47.03 | U-Store - Saline | WFB | Actual 2010 | 373,585 | 182,145 | 191,440 | 0 | 191,440 | N | |||||||||||||
47.04 | U-Store Holly | WFB | Actual 2010 | 255,632 | 146,538 | 109,094 | 0 | 109,094 | N | |||||||||||||
47.05 | U-Store Davison | WFB | Actual 2010 | 230,067 | 138,444 | 91,623 | 0 | 91,623 | N | |||||||||||||
47.06 | U-Store - Jackson | WFB | Actual 2010 | 173,149 | 121,323 | 51,826 | 0 | 51,826 | N | |||||||||||||
48 | Creekside Village Apartments | RBS | Actual 2010 | 2,309,065 | 1,607,079 | 701,986 | 0 | 701,986 | N | |||||||||||||
49 | Portairs Shopping Center | RBS | Actual 2010 | 1,256,712 | 312,715 | 943,997 | 0 | 943,997 | N | |||||||||||||
50 | Jetton Medical Building | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N |
A-1-16 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Third Most Recent Period | Third Most Recent Revenues ($) | Third Most Recent Expenses ($) | Third Most Recent NOI ($) | Third Most Recent Capital Expenditures ($) | Third Most Recent NCF ($) | Third Most Recent Hotel ADR ($) | Third Most Recent Hotel RevPAR ($) | Master Lease (Y/N) | |||||||||||
51 | Magna International, Inc. | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
53 | Westcliff Shopping Center | WFB | Actual 2009 | 978,336 | 363,881 | 614,455 | 0 | 614,455 | N | |||||||||||||
54 | 2860 Bath Pike | RBS | Actual 2010 | 850,776 | 207,510 | 643,266 | 0 | 643,266 | N | |||||||||||||
55 | Liberty Square | CIIICM | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
56 | World Trade Park | WFB | Actual 2010 | 955,350 | 225,962 | 729,388 | 0 | 729,388 | N | |||||||||||||
57 | North Academy III | WFB | Actual 2010 | 1,440,764 | 336,971 | 1,103,793 | 36,000 | 1,067,793 | N | |||||||||||||
58 | Storage Direct | WFB | Actual 2009 | 836,538 | 337,560 | 498,978 | 0 | 498,978 | N | |||||||||||||
59 | Cordelia Industrial | WFB | Actual 2009 | 763,575 | 189,923 | 573,652 | 104,280 | 469,372 | N | |||||||||||||
60 | Trojan Storage Sun Valley | WFB | Actual 2010 | 777,166 | 354,105 | 423,061 | 0 | 423,061 | N | |||||||||||||
61 | Marymoor Storage | WFB | Actual 2010 | 764,536 | 298,086 | 466,451 | 0 | 466,451 | N | |||||||||||||
62 | Great Space Storage | RBS | Actual 2010 | 768,229 | 412,717 | 355,512 | 0 | 355,512 | N | |||||||||||||
63 | Wildcat II Portfolio | RBS | Actual 2010 | 1,126,250 | 648,338 | 477,912 | 0 | 477,912 | N | |||||||||||||
63.01 | Executive House | RBS | Actual 2010 | 361,004 | 204,958 | 156,046 | 0 | 156,046 | N | |||||||||||||
63.02 | Bellecliff Apartments | RBS | Actual 2010 | 265,120 | 138,470 | 126,650 | 0 | 126,650 | N | |||||||||||||
63.03 | Edgeley Manor | RBS | Actual 2010 | 175,199 | 112,073 | 63,126 | 0 | 63,126 | N | |||||||||||||
63.04 | Edgewater South | RBS | Actual 2010 | 141,505 | 87,610 | 53,895 | 0 | 53,895 | N | |||||||||||||
63.05 | Georgian Manor | RBS | Actual 2010 | 94,248 | 47,520 | 46,728 | 0 | 46,728 | N | |||||||||||||
63.06 | Viktoria Apartments | RBS | Actual 2010 | 89,174 | 57,707 | 31,467 | 0 | 31,467 | N | |||||||||||||
64 | Devon Storage | WFB | Actual 2010 | 1,221,401 | 702,437 | 518,964 | 0 | 518,964 | N | |||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | Actual 2010 | 779,730 | 475,907 | 303,823 | 0 | 303,823 | N | |||||||||||||
64.02 | Devon Storage - Clinton | WFB | Actual 2010 | 441,671 | 226,530 | 215,141 | 0 | 215,141 | N | |||||||||||||
65 | Lakewood Club | RBS | Actual 2010 | 1,033,671 | 567,720 | 465,951 | 0 | 465,951 | N | |||||||||||||
66 | Pine Ridge Square | Basis | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
67 | Bloomfield Medical Village | CIIICM | Actual 2009 | 902,586 | 387,262 | 515,324 | 0 | 515,324 | N | |||||||||||||
68 | 1095 Spice Island Drive | WFB | Actual 2010 | 528,152 | 171,628 | 356,524 | 0 | 356,524 | N | |||||||||||||
69 | Lucerne Lakeside | CIIICM | Actual 2010 | 528,478 | 186,398 | 342,080 | 4,200 | 337,880 | N | |||||||||||||
70 | Traditions Apartments - Franklin | RBS | Actual 2010 | 975,774 | 518,048 | 457,726 | 0 | 457,726 | N | |||||||||||||
71 | Your Extra Attic Vinings | RBS | Actual 2010 | 648,172 | 312,471 | 335,701 | 0 | 335,701 | N | |||||||||||||
72 | Hartsville Crossing | WFB | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
73 | Rite Aid Buffalo | Basis | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
74 | Rite Aid Weirton | Basis | NAV | NAV | NAV | NAV | NAV | NAV | N | |||||||||||||
75 | Fair Oaks | CIIICM | Actual 2009 | 296,988 | 101,289 | 195,699 | 9,452 | 186,247 | N | |||||||||||||
76 | Willow Wind | CIIICM | Actual 2010 | 487,178 | 237,012 | 250,166 | 0 | 250,166 | N | |||||||||||||
77 | Woodlawn Manor MHC | WFB | Actual 2010 | 420,473 | 207,074 | 213,400 | 0 | 213,400 | N | |||||||||||||
78 | Sabo Self Storage | CIIICM | Actual 2010 | 415,430 | 267,335 | 148,095 | 0 | 148,095 | N | |||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | Actual 2010 | 258,807 | 39,617 | 219,190 | 0 | 219,190 | N | |||||||||||||
80 | Star & Stripes Storage | WFB | Actual 2010 | 247,448 | 130,372 | 117,076 | 0 | 117,076 | N |
A-1-17 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Largest Tenant Name(9)(10)(11) | Largest Tenant Sq. Ft. | Largest Tenant % of NRA | Largest Tenant Exp. Date | 2nd Largest Tenant Name(9)(10) | 2nd Largest Tenant Sq. Ft. | 2nd Largest Tenant % of NRA | 2nd Largest Tenant Exp. Date | ||||||||||
1 | 100 Church Street | WFB | City of New York | 372,519 | 33.9% | 3/31/2034 | HF Management Services, LLC | 230,394 | 21.0% | 3/31/2032 | ||||||||||
2 | Brennan Industrial Portfolio | RBS | Various | Various | Various | Various | ||||||||||||||
2.01 | Hannibal | RBS | Hannibal | 429,122 | 100.0% | 3/31/2028 | ||||||||||||||
2.02 | SET - New Boston | RBS | SET - New Boston | 254,351 | 100.0% | 4/30/2026 | ||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | TestAmerica - Sacramento | 66,203 | 100.0% | 6/30/2027 | ||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | Jade Sterling - Illinois | 215,389 | 100.0% | 4/30/2023 | ||||||||||||||
2.05 | Easley Custom Plastics | RBS | Easley Custom Plastics | 257,086 | 100.0% | 12/31/2031 | ||||||||||||||
2.06 | Hover-Davis | RBS | Hover-Davis | 66,100 | 100.0% | 6/30/2023 | ||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | Jade Sterling - Ohio | 174,511 | 100.0% | 4/30/2023 | ||||||||||||||
2.08 | TestAmerica - Arvada | RBS | TestAmerica - Arvada | 57,966 | 100.0% | 6/30/2027 | ||||||||||||||
2.09 | Paragon Tech | RBS | Paragon Tech | 88,857 | 100.0% | 12/31/2024 | ||||||||||||||
2.10 | MVP Group - Charleston | RBS | MVP Group - Charleston | 108,000 | 100.0% | 4/30/2022 | ||||||||||||||
2.11 | TestAmerica - Savannah | RBS | TestAmerica - Savannah | 54,284 | 100.0% | 6/30/2027 | ||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | TestAmerica - Pensacola | 21,911 | 100.0% | 6/30/2027 | ||||||||||||||
2.13 | Banner Services | RBS | Banner Services | 58,450 | 100.0% | 7/31/2020 | ||||||||||||||
2.14 | MVP Group - Mayfield | RBS | MVP Group - Mayfield | 101,244 | 100.0% | 4/30/2022 | ||||||||||||||
2.15 | Builders FirstSource | RBS | Builders FirstSource | 116,897 | 100.0% | 11/30/2021 | ||||||||||||||
2.16 | SET - North Vernon | RBS | SET - North Vernon | 117,376 | 100.0% | 4/30/2026 | ||||||||||||||
2.17 | Progressive Metal | RBS | Progressive Metal | 58,250 | 100.0% | 6/30/2020 | ||||||||||||||
2.18 | Texas Die Casting | RBS | Texas Die Casting | 78,177 | 100.0% | 10/1/2027 | ||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | TestAmerica - Tallahassee | 16,500 | 100.0% | 6/30/2027 | ||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | TestAmerica - Corpus Christi | 14,884 | 100.0% | 6/30/2027 | ||||||||||||||
3 | Northridge Fashion Center | WFB | Sports Authority | 53,936 | 8.4% | 1/31/2022 | Pacific Theatres | 51,000 | 7.9% | 12/31/2013 | ||||||||||
4 | Town Center at Cobb | RBS | Belk | 128,819 | 23.0% | 8/31/2022 | JC Penney | 31,026 | 5.5% | 10/31/2019 | ||||||||||
5 | BJ's Portfolio | RBS | BJ's Wholesale Club, Inc. | 1,129,828 | 100.0% | 9/30/2031 | ||||||||||||||
5.01 | BJ's - Westminster | RBS | BJ's Wholesale Club, Inc. | 109,310 | 100.0% | 9/30/2031 | ||||||||||||||
5.02 | BJ's - Lancaster | RBS | BJ's Wholesale Club, Inc. | 108,447 | 100.0% | 9/30/2031 | ||||||||||||||
5.03 | BJ's - Uxbridge | RBS | BJ's Wholesale Club, Inc. | 618,000 | 100.0% | 9/30/2031 | ||||||||||||||
5.04 | BJ's - Deptford | RBS | BJ's Wholesale Club, Inc. | 116,386 | 100.0% | 9/30/2031 | ||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | BJ's Wholesale Club, Inc. | 108,625 | 100.0% | 9/30/2031 | ||||||||||||||
5.06 | BJ's - Greenfield | RBS | BJ's Wholesale Club, Inc. | 69,060 | 100.0% | 9/30/2031 | ||||||||||||||
6 | Battelle Campus | WFB | Battelle | 340,104 | 100.0% | 9/30/2018 | ||||||||||||||
7 | Plaza on Richmond | RBS | 24 Hour Fitness | 36,937 | 19.1% | 10/31/2024 | TJ Maxx | 29,273 | 15.1% | 1/31/2023 | ||||||||||
8 | DoubleTree New Orleans | RBS | ||||||||||||||||||
9 | Cole Office Portfolio | WFB | Various | Various | Various | Various | ||||||||||||||
9.01 | The Medicines Company | WFB | The Medicines Company | 176,062 | 100.0% | 12/5/2023 | ||||||||||||||
9.02 | AGCO Corporation | WFB | AGCO Corporation | 125,800 | 100.0% | 7/31/2026 | ||||||||||||||
9.03 | Emdeon Office Center | WFB | Emdeon Business Services | 54,558 | 100.0% | 9/30/2025 | ||||||||||||||
10 | Bank of America Financial Center | LIG I | Bank of America, NA | 44,239 | 13.6% | 6/30/2023 | Lee & Hayes PLLC | 31,679 | 9.8% | 9/30/2018 | ||||||||||
11 | Fair Hill | RBS | Harris Teeter | 52,445 | 47.6% | 4/30/2031 | The Greene Turtle Sports Bar | 6,787 | 6.2% | 12/31/2020 | ||||||||||
12 | US Bank Centre | RBS | Cohen & Company, Ltd. | 37,583 | 15.3% | 7/31/2022 | US Bank | 35,786 | 14.6% | 7/31/2019 | ||||||||||
13 | Riverstone Marketplace | LIG I | QFC Grocery (Kroger) | 50,226 | 52.4% | 11/30/2022 | Washington State Liquor | 4,852 | 5.1% | 1/31/2015 | ||||||||||
14 | Napa Square | WFB | DP & F, Legal Group | 16,183 | 24.6% | 12/31/2021 | Wells Fargo Advisors | 7,647 | 11.6% | 3/31/2016 | ||||||||||
15 | Holiday Inn Disneyland | WFB | ||||||||||||||||||
16 | Southern Shopping Center | RBS | Food Lion | 35,550 | 14.4% | 10/1/2016 | Peebles | 30,098 | 12.2% | 1/31/2015 | ||||||||||
17 | 11800 Tech Road | WFB | Comcast Cable Comm | 74,156 | 32.2% | 9/30/2014 | GSA | 54,208 | 23.5% | 9/30/2015 | ||||||||||
18 | Mission Village | WFB | L.A. Fitness, LLC | 45,000 | 52.9% | 5/3/2019 | Sprouts Farmers Market, LLC | 24,000 | 28.2% | 7/31/2024 | ||||||||||
19 | Stemmons Office Portfolio | CIIICM | Various | Various | Various | Various | Various | Various | Various | Various | ||||||||||
19.01 | 7701 Stemmons | CIIICM | CIS | 84,913 | 49.0% | 4/30/2021 | ICE | 83,470 | 48.2% | 5/1/2021 | ||||||||||
19.02 | 8001 Stemmons | CIIICM | CIS | 109,396 | 100.0% | 12/15/2013 | ||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ICS | 58,063 | 100.0% | 6/7/2020 | ||||||||||||||
20 | West Slauson Plaza | WFB | The Home Depot | 119,960 | 92.3% | 1/31/2018 | Metro PCS | 1,500 | 1.2% | 2/29/2016 | ||||||||||
21 | Hyatt House | LIG I | ||||||||||||||||||
22 | Harvest Hill Apartments | WFB | ||||||||||||||||||
23 | Ortho Virginia | WFB | West End Orthopaedic Clinic, 1 | 34,212 | 53.1% | 6/30/2021 | Chippenham & Johnston-Willis H | 30,218 | 46.9% | 11/30/2021 | ||||||||||
24 | SpringHill Suites Alexandria | RBS | ||||||||||||||||||
25 | Laguna Pavilion | WFB | Pier 1 Imports | 9,025 | 13.9% | 3/31/2013 | Party America | 9,025 | 13.9% | 5/31/2016 | ||||||||||
26 | 75 Commerce Drive | WFB | Aptuit/Catalent | 70,632 | 61.8% | 3/31/2017 | Energizer/Playtex | 43,574 | 38.2% | 2/28/2024 | ||||||||||
27 | Orangewood Shadows | WFB | ||||||||||||||||||
28 | 249 East Ocean Boulevard | WFB | International City Bank, N.A. | 14,878 | 13.4% | 2/28/2017 | Jackson Jade & Associates | 9,852 | 8.9% | 12/31/2013 | ||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Silgan Containers Manufacturing Corp. | 371,061 | 100.0% | 4/30/2024 | ||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | Silgan Containers Manufacturing Corp. | 200,630 | 100.0% | 4/30/2024 | ||||||||||||||
29.02 | Silgan - Menomonie | WFB | Silgan Containers Manufacturing Corp. | 129,596 | 100.0% | 4/30/2024 | ||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | Silgan Containers Manufacturing Corp. | 40,835 | 100.0% | 4/30/2024 | ||||||||||||||
30 | Carpenter Plaza | WFB | Kroger | 74,638 | 35.3% | 5/31/2020 | The TJX Companies | 32,000 | 15.1% | 1/31/2017 | ||||||||||
31 | Bay Bridge MHP | CIIICM | ||||||||||||||||||
32 | Willowbrook I | CIIICM | Salon 123 | 12,100 | 18.1% | 11/30/2020 | Fox & Hound | 9,824 | 14.7% | 6/30/2021 | ||||||||||
33 | Holiday Inn Express Alexandria | RBS | ||||||||||||||||||
34 | Selma Square | WFB | C&S RE LLC | 49,950 | 49.1% | 3/31/2014 | OfficeMax Location #113 | 23,500 | 23.1% | 1/31/2015 | ||||||||||
35 | Broadview Gardens | RBS | ||||||||||||||||||
36 | Peppertree Apartments | RBS | ||||||||||||||||||
37 | Athens Town Center | CIIICM | Tractor Supply | 30,730 | 14.7% | 6/13/2013 | Big Lots | 29,857 | 14.3% | 6/30/2014 | ||||||||||
38 | Cordele Corner | CIIICM | Tractor Supply | 29,772 | 24.6% | 12/31/2018 | Bealls | 26,126 | 21.6% | 4/30/2018 | ||||||||||
39 | Boynton West Shopping Center | WFB | Bealls | 103,479 | 54.2% | 11/30/2016 | Albertsons | 51,195 | 26.8% | 11/3/2015 | ||||||||||
40 | Springhill Suites - San Angelo | RBS | ||||||||||||||||||
41 | Winco Plaza | Basis | Winco Food Inc | 94,500 | 63.9% | 6/30/2025 | Dollar Tree | 15,382 | 10.4% | 1/31/2015 | ||||||||||
42 | Shops at Freedom | RBS | Variety Wholesalers Inc.-Roses | 34,000 | 18.8% | 4/30/2017 | Carolina Value Village, Inc. | 20,000 | 11.1% | 6/30/2018 | ||||||||||
43 | Tower Automotive | WFB | Tower Automotive | 465,250 | 100.0% | 4/30/2020 | ||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | Tower Automotive | 385,250 | 100.0% | 4/30/2020 | ||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | Tower Automotive | 80,000 | 100.0% | 4/30/2020 | ||||||||||||||
44 | Newport Place Building | RBS | Pediatric Associates | 7,641 | 18.6% | 5/31/2015 | Physiotherapy Associates | 3,305 | 8.0% | MTM | ||||||||||
45 | NCR Building | RBS | Siemens Product Lifecycle Management | 11,397 | 24.0% | 3/31/2013 | Courttrax | 8,225 | 17.3% | 5/31/2015 | ||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | ||||||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | ||||||||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||||
48 | Creekside Village Apartments | RBS | ||||||||||||||||||
49 | Portairs Shopping Center | RBS | Bealls | 16,650 | 14.3% | 4/30/2016 | CVS | 10,908 | 9.3% | 1/28/2019 | ||||||||||
50 | Jetton Medical Building | WFB | Lakeside Family Physicians | 34,337 | 76.5% | 6/30/2018 | Carolina Asthma & Allergy Ctr | 5,035 | 11.2% | 5/15/2017 |
A-1-18 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Largest Tenant Name(9)(10)(11) | Largest Tenant Sq. Ft. | Largest Tenant % of NRA | Largest Tenant Exp. Date | 2nd Largest Tenant Name(9)(10) | 2nd Largest Tenant Sq. Ft. | 2nd Largest Tenant % of NRA | 2nd Largest Tenant Exp. Date | ||||||||||
51 | Magna International, Inc. | WFB | Magna | 257,929 | 100.0% | 9/30/2019 | ||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | Kowalski's Market | 39,825 | 40.6% | 6/30/2025 | St. Croix Orthopaedics | 24,851 | 25.3% | 1/31/2022 | ||||||||||
53 | Westcliff Shopping Center | WFB | Albertson's Inc. | 39,120 | 29.4% | 12/31/2021 | Cook Childrens Health | 38,500 | 28.9% | 1/31/2019 | ||||||||||
54 | 2860 Bath Pike | RBS | Airlite Plastics | 127,500 | 67.6% | 6/30/2024 | Alpha Packaging | 31,000 | 16.4% | 6/30/2014 | ||||||||||
55 | Liberty Square | CIIICM | USA Discounters | 23,020 | 21.1% | 11/30/2020 | Goody's | 20,000 | 18.3% | 12/31/2018 | ||||||||||
56 | World Trade Park | WFB | CafePress.com | 54,777 | 40.6% | 12/31/2015 | Tuja International, Inc. | 25,500 | 18.9% | 7/18/2015 | ||||||||||
57 | North Academy III | WFB | David's Bridal | 9,000 | 19.1% | 7/31/2016 | Aaron Brothers | 6,042 | 12.9% | 2/28/2013 | ||||||||||
58 | Storage Direct | WFB | ||||||||||||||||||
59 | Cordelia Industrial | WFB | ACI Cork | 26,352 | 26.7% | 8/31/2013 | United Cerebral Palsy | 16,540 | 16.7% | 11/30/2014 | ||||||||||
60 | Trojan Storage Sun Valley | WFB | ||||||||||||||||||
61 | Marymoor Storage | WFB | ||||||||||||||||||
62 | Great Space Storage | RBS | ||||||||||||||||||
63 | Wildcat II Portfolio | RBS | ||||||||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||||
64 | Devon Storage | WFB | ||||||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||||
65 | Lakewood Club | RBS | ||||||||||||||||||
66 | Pine Ridge Square | Basis | Hobby Lobby | 48,812 | 25.9% | 10/31/2020 | Big Lots | 38,594 | 20.5% | 1/31/2015 | ||||||||||
67 | Bloomfield Medical Village | CIIICM | Body Balance Method | 4,788 | 13.9% | 12/31/2018 | Lielais & Rousseau DDS | 3,385 | 9.8% | 10/31/2016 | ||||||||||
68 | 1095 Spice Island Drive | WFB | Bendix Commercial Vehicle Sys | 38,400 | 21.1% | 7/31/2015 | DHC Supplies, Inc. | 28,800 | 15.9% | 3/31/2018 | ||||||||||
69 | Lucerne Lakeside | CIIICM | ||||||||||||||||||
70 | Traditions Apartments - Franklin | RBS | ||||||||||||||||||
71 | Your Extra Attic Vinings | RBS | ||||||||||||||||||
72 | Hartsville Crossing | WFB | It's Fashion Metro | 12,525 | 18.2% | 1/31/2016 | Dollar Tree | 10,000 | 14.6% | 6/30/2016 | ||||||||||
73 | Rite Aid Buffalo | Basis | Rite Aid | 12,739 | 100.0% | 9/30/2020 | ||||||||||||||
74 | Rite Aid Weirton | Basis | Rite Aid | 10,908 | 100.0% | 6/30/2020 | ||||||||||||||
75 | Fair Oaks | CIIICM | Goodwill | 19,475 | 35.5% | 6/30/2014 | Cooks Children's | 12,300 | 22.4% | 12/31/2018 | ||||||||||
76 | Willow Wind | CIIICM | ||||||||||||||||||
77 | Woodlawn Manor MHC | WFB | ||||||||||||||||||
78 | Sabo Self Storage | CIIICM | ||||||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | ||||||||||||||||||
80 | Star & Stripes Storage | WFB |
A-1-19 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | 3rd Largest Tenant Name(9)(10) | 3rd Largest Tenant Sq. Ft. | 3rd Largest Tenant % of NRA | 3rd Largest Tenant Exp. Date | 4th Largest Tenant Name(9) | 4th Largest Tenant Sq. Ft. | 4th Largest Tenant % of NRA | 4th Largest Tenant Exp. Date | ||||||||||
1 | 100 Church Street | WFB | State of New York | 89,514 | 8.1% | 4/30/2021 | Centerline Affordable Housing Advisors, LLC | 57,945 | 5.3% | 12/31/2026 | ||||||||||
2 | Brennan Industrial Portfolio | RBS | ||||||||||||||||||
2.01 | Hannibal | RBS | ||||||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||||||
2.17 | Progressive Metal | RBS | ||||||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||||||
3 | Northridge Fashion Center | WFB | XXI Forever | 23,970 | 3.7% | 1/31/2021 | Old Navy | 21,084 | 3.3% | 1/31/2015 | ||||||||||
4 | Town Center at Cobb | RBS | Forever 21 | 23,081 | 4.1% | 8/1/2022 | The Gap | 12,796 | 2.3% | 12/31/2016 | ||||||||||
5 | BJ's Portfolio | RBS | ||||||||||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||||||
6 | Battelle Campus | WFB | ||||||||||||||||||
7 | Plaza on Richmond | RBS | Office Depot | 17,566 | 9.1% | 2/28/2014 | Golf Galaxy | 15,078 | 7.8% | 5/31/2015 | ||||||||||
8 | DoubleTree New Orleans | RBS | ||||||||||||||||||
9 | Cole Office Portfolio | WFB | ||||||||||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||||||
10 | Bank of America Financial Center | LIG I | Clearwater Paper Corporation | 31,538 | 9.7% | 9/30/2018 | Moss Adams LLP | 22,732 | 7.0% | 7/31/2020 | ||||||||||
11 | Fair Hill | RBS | Goodyear | 6,760 | 6.1% | 12/31/2014 | Grill Marx | 5,525 | 5.0% | 1/31/2021 | ||||||||||
12 | US Bank Centre | RBS | General Services Administration (HUD) | 34,247 | 14.0% | 12/31/2021 | GCA Services Group | 18,423 | 7.5% | 2/28/2015 | ||||||||||
13 | Riverstone Marketplace | LIG I | World Class Tae Kwon Do | 4,200 | 4.4% | 3/31/2016 | Roots Restaurant (Rootabega, LLC) | 3,886 | 4.1% | 2/28/2018 | ||||||||||
14 | Napa Square | WFB | Retirement Capital Strategies | 4,767 | 7.2% | 5/31/2019 | Oenotri | 4,129 | 6.3% | 3/23/2016 | ||||||||||
15 | Holiday Inn Disneyland | WFB | ||||||||||||||||||
16 | Southern Shopping Center | RBS | Hibachi Grill | 17,767 | 7.2% | 10/31/2022 | Advance Auto | 11,620 | 4.7% | 8/31/2015 | ||||||||||
17 | 11800 Tech Road | WFB | Holy Cross Hospital | 41,675 | 18.1% | 7/31/2016 | Choice Hotels | 11,990 | 5.2% | 10/31/2012 | ||||||||||
18 | Mission Village | WFB | Ching-Roo Chi DDS., Inc. | 3,450 | 4.1% | 2/28/2016 | Lavish Salon & Day Spa | 3,200 | 3.8% | 2/29/2016 | ||||||||||
19 | Stemmons Office Portfolio | CIIICM | ||||||||||||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||||||
20 | West Slauson Plaza | WFB | Amjad "Jay" S. Elmoughraby | 1,500 | 1.2% | 2/28/2017 | Fish Grill | 1,500 | 1.2% | 12/31/2017 | ||||||||||
21 | Hyatt House | LIG I | ||||||||||||||||||
22 | Harvest Hill Apartments | WFB | ||||||||||||||||||
23 | Ortho Virginia | WFB | ||||||||||||||||||
24 | SpringHill Suites Alexandria | RBS | ||||||||||||||||||
25 | Laguna Pavilion | WFB | Tuesday Morning | 8,698 | 13.4% | 7/31/2021 | Sleep Train | 6,335 | 9.8% | 10/31/2016 | ||||||||||
26 | 75 Commerce Drive | WFB | ||||||||||||||||||
27 | Orangewood Shadows | WFB | ||||||||||||||||||
28 | 249 East Ocean Boulevard | WFB | Novogradac & Company LLP | 7,400 | 6.7% | 7/31/2018 | PC Specialists / TIG | 5,969 | 5.4% | 2/28/2017 | ||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | ||||||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||||||
30 | Carpenter Plaza | WFB | Home Goods, Inc. | 30,625 | 14.5% | 5/31/2013 | The Tile Shop | 28,188 | 13.3% | 6/30/2014 | ||||||||||
31 | Bay Bridge MHP | CIIICM | ||||||||||||||||||
32 | Willowbrook I | CIIICM | Boudreaux's Cajun Kitchen | 6,800 | 10.2% | 5/31/2017 | Car Toys, Inc | 6,000 | 9.0% | 3/31/2016 | ||||||||||
33 | Holiday Inn Express Alexandria | RBS | ||||||||||||||||||
34 | Selma Square | WFB | Newsy Fashion | 2,800 | 2.8% | 5/31/2014 | RadioShack Corporation | 2,660 | 2.6% | 1/31/2017 | ||||||||||
35 | Broadview Gardens | RBS | ||||||||||||||||||
36 | Peppertree Apartments | RBS | ||||||||||||||||||
37 | Athens Town Center | CIIICM | Burkes Outlet | 25,312 | 12.1% | 1/31/2015 | Farmers Home Furniture | 24,328 | 11.6% | 11/21/2016 | ||||||||||
38 | Cordele Corner | CIIICM | Its Fashion | 10,678 | 8.8% | 1/31/2015 | Dollar Tree | 8,130 | 6.7% | 6/30/2014 | ||||||||||
39 | Boynton West Shopping Center | WFB | International Jewelry | 6,320 | 3.3% | 11/30/2014 | Bennys Ice House | 4,000 | 2.1% | 5/31/2015 | ||||||||||
40 | Springhill Suites - San Angelo | RBS | ||||||||||||||||||
41 | Winco Plaza | Basis | Cyber Center | 4,000 | 2.7% | 12/31/2015 | Payless Shoes | 4,000 | 2.7% | 12/31/2014 | ||||||||||
42 | Shops at Freedom | RBS | Moran Foods, Inc.-SAL | 18,145 | 10.0% | 2/28/2017 | Goodwill Industries | 16,844 | 9.3% | 6/9/2013 | ||||||||||
43 | Tower Automotive | WFB | ||||||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||||||
44 | Newport Place Building | RBS | C2 Educational Center | 3,000 | 7.3% | 2/28/2018 | Skin Biology | 2,992 | 7.3% | 12/31/2016 | ||||||||||
45 | NCR Building | RBS | Atos IT Solutions & Services | 5,485 | 11.5% | 1/31/2017 | Mindmode | 4,224 | 8.9% | 9/30/2014 | ||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | ||||||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | ||||||||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||||
48 | Creekside Village Apartments | RBS | ||||||||||||||||||
49 | Portairs Shopping Center | RBS | Family Dollar | 9,500 | 8.1% | 1/31/2021 | Dollar Tree | 9,375 | 8.0% | 7/31/2016 | ||||||||||
50 | Jetton Medical Building | WFB | Quest Diagnostics, Inc. | 2,676 | 6.0% | 3/18/2014 |
A-1-20 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | 3rd Largest Tenant Name(9)(10) | 3rd Largest Tenant Sq. Ft. | 3rd Largest Tenant % of NRA | 3rd Largest Tenant Exp. Date | 4th Largest Tenant Name(9) | 4th Largest Tenant Sq. Ft. | 4th Largest Tenant % of NRA | 4th Largest Tenant Exp. Date | ||||||||||
51 | Magna International, Inc. | WFB | ||||||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | Victory Sports and Fitness LLC | 7,295 | 7.4% | 10/31/2015 | Oaks Wine and Spirit | 3,536 | 3.6% | 10/31/2015 | ||||||||||
53 | Westcliff Shopping Center | WFB | Ace Hardware | 10,400 | 7.8% | 8/31/2018 | Dollar General | 9,716 | 7.3% | 1/31/2021 | ||||||||||
54 | 2860 Bath Pike | RBS | Victaulic | 30,000 | 15.9% | 10/31/2018 | ||||||||||||||
55 | Liberty Square | CIIICM | Goodwill | 12,500 | 11.4% | 8/31/2018 | Heritage Bank | 10,840 | 9.9% | 7/1/2022 | ||||||||||
56 | World Trade Park | WFB | Jump 2 Be Fit, Inc. | 12,960 | 9.6% | 12/31/2024 | Wake Gymnastics, Inc. | 11,913 | 8.8% | 4/30/2018 | ||||||||||
57 | North Academy III | WFB | Beauty Brands Salon & Spa | 5,940 | 12.6% | 5/31/2016 | Vectra Bank | 5,659 | 12.0% | 10/31/2015 | ||||||||||
58 | Storage Direct | WFB | ||||||||||||||||||
59 | Cordelia Industrial | WFB | Alcal Industries | 14,640 | 14.8% | 2/28/2015 | Stewart Title | 10,400 | 10.5% | 3/31/2013 | ||||||||||
60 | Trojan Storage Sun Valley | WFB | ||||||||||||||||||
61 | Marymoor Storage | WFB | ||||||||||||||||||
62 | Great Space Storage | RBS | ||||||||||||||||||
63 | Wildcat II Portfolio | RBS | ||||||||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||||
64 | Devon Storage | WFB | ||||||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||||
65 | Lakewood Club | RBS | ||||||||||||||||||
66 | Pine Ridge Square | Basis | Family Farm & Home | 38,183 | 20.3% | 4/30/2018 | Dunham's Sports | 32,944 | 17.5% | 1/31/2016 | ||||||||||
67 | Bloomfield Medical Village | CIIICM | Team Rehabilitation | 2,192 | 6.3% | 5/31/2018 | Renaissance Spa LLC | 2,000 | 5.8% | 11/30/2021 | ||||||||||
68 | 1095 Spice Island Drive | WFB | Mission Foods | 19,200 | 10.6% | 9/30/2013 | JACO Environmental | 19,200 | 10.6% | 10/31/2013 | ||||||||||
69 | Lucerne Lakeside | CIIICM | ||||||||||||||||||
70 | Traditions Apartments - Franklin | RBS | ||||||||||||||||||
71 | Your Extra Attic Vinings | RBS | ||||||||||||||||||
72 | Hartsville Crossing | WFB | Starting Point of Darlington | 5,000 | 7.3% | 8/31/2014 | Shoe Show | 5,000 | 7.3% | 11/30/2016 | ||||||||||
73 | Rite Aid Buffalo | Basis | ||||||||||||||||||
74 | Rite Aid Weirton | Basis | ||||||||||||||||||
75 | Fair Oaks | CIIICM | Dollar General | 12,000 | 21.8% | 4/30/2015 | American Dental Partners | 4,600 | 8.4% | 5/31/2021 | ||||||||||
76 | Willow Wind | CIIICM | ||||||||||||||||||
77 | Woodlawn Manor MHC | WFB | ||||||||||||||||||
78 | Sabo Self Storage | CIIICM | ||||||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | ||||||||||||||||||
80 | Star & Stripes Storage | WFB |
A-1-21 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | 5th Largest Tenant Name(9) | 5th Largest Tenant Sq. Ft. | 5th Largest Tenant % of NRA | 5th Largest Tenant Exp. Date | Engineering Report Date | Environmental Report Date (Phasse I) | Environmental Report Date (Phase II) | |||||||||
1 | 100 Church Street | WFB | Interactive Data Corporation | 50,661 | 4.6% | 11/30/2024 | 4/13/2012 | 4/13/2012 | ||||||||||
2 | Brennan Industrial Portfolio | RBS | Various | Various | ||||||||||||||
2.01 | Hannibal | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.02 | SET - New Boston | RBS | 6/15/2012 | 1/31/2012 | ||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | 6/12/2012 | 1/27/2012; 1/30/2012 | ||||||||||||||
2.05 | Easley Custom Plastics | RBS | 6/12/2012 | 1/30/2012 | ||||||||||||||
2.06 | Hover-Davis | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.08 | TestAmerica - Arvada | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.09 | Paragon Tech | RBS | 6/12/2012 | 1/30/2012 | ||||||||||||||
2.10 | MVP Group - Charleston | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.11 | TestAmerica - Savannah | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.13 | Banner Services | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.14 | MVP Group - Mayfield | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.15 | Builders FirstSource | RBS | 6/13/2012 | 1/27/2012 | ||||||||||||||
2.16 | SET - North Vernon | RBS | 6/12/2012 | 1/30/2012 | ||||||||||||||
2.17 | Progressive Metal | RBS | 6/12/2012 | 1/31/2012 | ||||||||||||||
2.18 | Texas Die Casting | RBS | 6/12/2012 | 1/26/2012 | ||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | 6/22/2012 | 6/22/2012 | ||||||||||||||
3 | Northridge Fashion Center | WFB | H&M | 19,455 | 3.0% | 1/31/2020 | 3/21/2011 | 3/21/2011 | ||||||||||
4 | Town Center at Cobb | RBS | Victoria's Secret | 9,983 | 1.8% | 1/31/2015 | 4/10/2012 | 4/17/2012 | ||||||||||
5 | BJ's Portfolio | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
5.01 | BJ's - Westminster | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
5.02 | BJ's - Lancaster | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
5.03 | BJ's - Uxbridge | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
5.04 | BJ's - Deptford | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
5.06 | BJ's - Greenfield | RBS | 5/4/2012 | 5/4/2012 | ||||||||||||||
6 | Battelle Campus | WFB | 6/4/2012; 6/5/2012 | 6/4/2012 | ||||||||||||||
7 | Plaza on Richmond | RBS | Ulta Salon | 11,871 | 6.1% | 6/30/2015 | 5/8/2012 | 5/17/2012 | ||||||||||
8 | DoubleTree New Orleans | RBS | 5/25/2012 | 5/25/2012 | ||||||||||||||
9 | Cole Office Portfolio | WFB | Various | Various | ||||||||||||||
9.01 | The Medicines Company | WFB | 1/10/2012 | 1/10/2012 | ||||||||||||||
9.02 | AGCO Corporation | WFB | 4/30/2012 | 11/21/2011 | ||||||||||||||
9.03 | Emdeon Office Center | WFB | 4/27/2012 | 8/4/2011 | ||||||||||||||
10 | Bank of America Financial Center | LIG I | Winston & Cashatt | 21,658 | 6.7% | 4/26/2021 | 6/7/2012 | 6/7/2012 | ||||||||||
11 | Fair Hill | RBS | Panera Bread | 4,834 | 4.4% | 5/31/2021 | 6/19/2012 | 6/11/2012 | ||||||||||
12 | US Bank Centre | RBS | Barnes Wendling | 14,572 | 6.0% | 8/23/2023 | 5/14/2012 | 5/16/2012 | ||||||||||
13 | Riverstone Marketplace | LIG I | Premier Dental (Sanjeev Sharma PS) | 3,776 | 3.9% | 5/31/2013 | 5/31/2012 | 5/31/2012 | ||||||||||
14 | Napa Square | WFB | Michael Gyetvan - Restaurant | 4,080 | 6.2% | 12/31/2019 | 4/30/2012 | 5/7/2012 | ||||||||||
15 | Holiday Inn Disneyland | WFB | 7/13/2011 | 7/28/2011 | ||||||||||||||
16 | Southern Shopping Center | RBS | Southern Bingo/Suburban | 11,437 | 4.6% | 12/31/2019 | 4/18/2012 | 6/5/2012 | 6/8/2012 | |||||||||
17 | 11800 Tech Road | WFB | COPLP | 3,882 | 1.7% | 5/31/2014 | 1/19/2012 | 1/19/2012 | ||||||||||
18 | Mission Village | WFB | PGNI, Inc. | 2,500 | 2.9% | 7/31/2016 | 3/29/2012 | 4/2/2012 | ||||||||||
19 | Stemmons Office Portfolio | CIIICM | 4/17/2012 | 4/20/2012 | ||||||||||||||
19.01 | 7701 Stemmons | CIIICM | 4/17/2012 | 4/20/2012 | ||||||||||||||
19.02 | 8001 Stemmons | CIIICM | 4/17/2012 | 4/20/2012 | ||||||||||||||
19.03 | 8101 Stemmons | CIIICM | 4/17/2012 | 4/20/2012 | ||||||||||||||
20 | West Slauson Plaza | WFB | Metro PCS | 1,500 | 1.2% | 2/29/2016 | 5/8/2012 | 5/8/2012 | ||||||||||
21 | Hyatt House | LIG I | 4/20/2012 | 4/16/2012 | ||||||||||||||
22 | Harvest Hill Apartments | WFB | 3/30/2012 | 3/29/2012 | ||||||||||||||
23 | Ortho Virginia | WFB | 4/16/2012 | 4/16/2012 | ||||||||||||||
24 | SpringHill Suites Alexandria | RBS | 6/25/2012 | 6/25/2012 | ||||||||||||||
25 | Laguna Pavilion | WFB | Kinko's | 5,000 | 7.7% | 4/30/2016 | 1/26/2012 | 1/27/2012 | ||||||||||
26 | 75 Commerce Drive | WFB | 12/9/2011 | 12/9/2011 | ||||||||||||||
27 | Orangewood Shadows | WFB | 8/30/2011 | 8/3/2011 | ||||||||||||||
28 | 249 East Ocean Boulevard | WFB | NHAK | 4,565 | 4.1% | 12/31/2013 | 3/5/2012 | 3/6/2012 | ||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 3/22/2012 | Various | ||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | 3/22/2012 | 3/16/2012 | ||||||||||||||
29.02 | Silgan - Menomonie | WFB | 3/22/2012 | 3/22/2012 | ||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | 3/22/2012 | 5/9/2012 | ||||||||||||||
30 | Carpenter Plaza | WFB | Staples, Inc. | 22,296 | 10.5% | 9/30/2015 | 12/16/2011 | 12/16/2011 | ||||||||||
31 | Bay Bridge MHP | CIIICM | 5/25/2012 | 5/25/2012 | ||||||||||||||
32 | Willowbrook I | CIIICM | Hooters | 5,307 | 7.9% | 4/30/2017 | 3/30/2012 | 3/30/2012 | ||||||||||
33 | Holiday Inn Express Alexandria | RBS | 6/25/2012 | 6/25/2012 | ||||||||||||||
34 | Selma Square | WFB | Jack In The Box Inc. | 2,116 | 2.1% | 3/28/2019 | 5/9/2012 | 5/8/2012 | 5/24/2012 | |||||||||
35 | Broadview Gardens | RBS | 5/1/2012 | 4/30/2012 | ||||||||||||||
36 | Peppertree Apartments | RBS | 5/4/2012 | 5/3/2012 | ||||||||||||||
37 | Athens Town Center | CIIICM | Save A Lot | 18,520 | 8.9% | 1/31/2016 | 5/7/2012 | 5/7/2012 | ||||||||||
38 | Cordele Corner | CIIICM | Hibbetts | 6,300 | 5.2% | 9/30/2015 | 5/9/2012 | 5/10/2012 | ||||||||||
39 | Boynton West Shopping Center | WFB | Kingsburg Chinese Restaurant | 3,000 | 1.6% | 10/31/2016 | 4/9/2012 | 4/11/2012 | ||||||||||
40 | Springhill Suites - San Angelo | RBS | 2/9/2012 | 2/9/2012 | ||||||||||||||
41 | Winco Plaza | Basis | Home Federal Bank | 3,950 | 2.7% | 6/30/2018 | 5/21/2012 | 5/8/2012 | ||||||||||
42 | Shops at Freedom | RBS | Citi Trends | 14,850 | 8.2% | 10/31/2016 | 5/8/2012 | 5/8/2012 | ||||||||||
43 | Tower Automotive | WFB | Various | 4/6/2012 | ||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | 4/5/2012 | 4/6/2012 | ||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | 4/6/2012 | 4/6/2012 | ||||||||||||||
44 | Newport Place Building | RBS | Keybank National Association | 2,950 | 7.2% | 8/31/2013 | 5/9/2012 | 5/10/2012 | ||||||||||
45 | NCR Building | RBS | ACISION | 4,224 | 8.9% | 3/31/2015 | 5/9/2012 | 5/9/2012 | ||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 5/7/2012 | 5/9/2012 | ||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 5/15/2012 | Various | ||||||||||||||
47.01 | U-Store - Brighton | WFB | 5/15/2012 | 5/15/2012 | ||||||||||||||
47.02 | U-Store - South Lyon | WFB | 5/15/2012 | 5/16/2012 | ||||||||||||||
47.03 | U-Store - Saline | WFB | 5/15/2012 | 5/16/2012 | ||||||||||||||
47.04 | U-Store Holly | WFB | 5/15/2012 | 5/16/2012 | ||||||||||||||
47.05 | U-Store Davison | WFB | 5/15/2012 | 5/16/2012 | ||||||||||||||
47.06 | U-Store - Jackson | WFB | 5/15/2012 | 5/15/2012 | ||||||||||||||
48 | Creekside Village Apartments | RBS | 6/13/2012 | 6/15/2012 | ||||||||||||||
49 | Portairs Shopping Center | RBS | La Michoacana Meat Market | 9,000 | 7.7% | 11/30/2018 | 4/24/2012 | 4/25/2012 | ||||||||||
50 | Jetton Medical Building | WFB | 3/26/2012 | 3/29/2012 |
A-1-22 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | 5th Largest Tenant Name(9) | 5th Largest Tenant Sq. Ft. | 5th Largest Tenant % of NRA | 5th Largest Tenant Exp. Date | Engineering Report Date | Environmental Report Date (Phase I) | Environmental Report Date (Phase II) | |||||||||
51 | Magna International, Inc. | WFB | 2/10/2012 | 2/14/2012 | ||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | UPS Store #4049 | 2,238 | 2.3% | 1/31/2016 | 5/7/2012 | 5/7/2012 | ||||||||||
53 | Westcliff Shopping Center | WFB | Jody's Gym | 6,500 | 4.9% | 1/31/2013 | 1/10/2012 | 1/9/2012 | ||||||||||
54 | 2860 Bath Pike | RBS | 4/16/2012 | 4/16/2012 | ||||||||||||||
55 | Liberty Square | CIIICM | Dollar General | 7,748 | 7.1% | 6/30/2020 | 3/16/2012 | 3/19/2012 | 4/20/2012 | |||||||||
56 | World Trade Park | WFB | Caremark LLC | 10,400 | 7.7% | 1/31/2015 | 4/24/2012 | 4/24/2012 | ||||||||||
57 | North Academy III | WFB | Panera Bread | 5,252 | 11.2% | 5/31/2017 | 4/4/2012 | 4/4/2012 | ||||||||||
58 | Storage Direct | WFB | 3/1/2012 | 3/1/2012 | ||||||||||||||
59 | Cordelia Industrial | WFB | Gruma Corp | 7,236 | 7.3% | 9/30/2017 | 9/1/2011 | 9/1/2011 | ||||||||||
60 | Trojan Storage Sun Valley | WFB | 7/26/2011 | 7/26/2011 | ||||||||||||||
61 | Marymoor Storage | WFB | 4/24/2012 | 4/24/2012 | ||||||||||||||
62 | Great Space Storage | RBS | 5/4/2012 | 5/3/2012 | ||||||||||||||
63 | Wildcat II Portfolio | RBS | Various | Various | ||||||||||||||
63.01 | Executive House | RBS | 5/1/2012 | 5/1/2012 | ||||||||||||||
63.02 | Bellecliff Apartments | RBS | 5/1/2012 | 5/2/2012 | ||||||||||||||
63.03 | Edgeley Manor | RBS | 4/30/2012 | 4/26/2012 | ||||||||||||||
63.04 | Edgewater South | RBS | 4/25/2012 | 4/26/2012 | ||||||||||||||
63.05 | Georgian Manor | RBS | 4/17/2012 | 4/26/2012 | ||||||||||||||
63.06 | Viktoria Apartments | RBS | 5/1/2012 | 4/30/2012 | ||||||||||||||
64 | Devon Storage | WFB | 3/21/2012 | 3/21/2012 | ||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | 3/21/2012 | 3/21/2012 | ||||||||||||||
64.02 | Devon Storage - Clinton | WFB | 3/21/2012 | 3/21/2012 | ||||||||||||||
65 | Lakewood Club | RBS | 5/1/2012 | 4/30/2012 | ||||||||||||||
66 | Pine Ridge Square | Basis | Wags to Whiskers | 6,000 | 3.2% | 12/31/2017 | 4/27/2012 | 4/30/2012 | ||||||||||
67 | Bloomfield Medical Village | CIIICM | Singh-Gandreti Paul | 1,800 | 5.2% | 4/30/2022 | 5/1/2012 | 5/2/2012 | ||||||||||
68 | 1095 Spice Island Drive | WFB | Tantus | 17,600 | 9.7% | 4/30/2016 | 3/16/2012 | 3/18/2012 | ||||||||||
69 | Lucerne Lakeside | CIIICM | 5/24/2012 | 5/24/2012 | ||||||||||||||
70 | Traditions Apartments - Franklin | RBS | 4/3/2012 | 4/3/2012 | ||||||||||||||
71 | Your Extra Attic Vinings | RBS | 4/13/2012 | 4/13/2012 | ||||||||||||||
72 | Hartsville Crossing | WFB | Cato Stores | 4,640 | 6.8% | 1/31/2017 | 3/26/2012 | 3/23/2012 | ||||||||||
73 | Rite Aid Buffalo | Basis | 4/2/2012 | 4/2/2012 | ||||||||||||||
74 | Rite Aid Weirton | Basis | 4/2/2012 | 4/2/2012 | ||||||||||||||
75 | Fair Oaks | CIIICM | H&R Block | 2,200 | 4.0% | 4/30/2016 | 4/13/2012 | 4/16/2012 | 5/3/2012 | |||||||||
76 | Willow Wind | CIIICM | 6/8/2012 | 6/8/2012 | ||||||||||||||
77 | Woodlawn Manor MHC | WFB | 4/10/2012 | 4/10/2012 | ||||||||||||||
78 | Sabo Self Storage | CIIICM | 6/7/2012 | 6/7/2012 | ||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 5/9/2012 | 5/9/2012 | ||||||||||||||
80 | Star & Stripes Storage | WFB | 4/20/2012 | 4/20/2012 |
A-1-23 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Seismic Report Date | Seismic PML % | Seismic Insurance Required (Y/N) | Terrorism Insurance (Y/N) | Loan Purpose | Engineering Escrow / Deferred Maintenance ($) | Tax Escrow (Initial) ($) | Monthly Tax Escrow ($) | Tax Escrow - Cash or LoC | Tax Escrow - LoC Counterparty | ||||||||||||
1 | 100 Church Street | WFB | N | Y | Refinance | 0 | 0 | Springing | ||||||||||||||||
2 | Brennan Industrial Portfolio | RBS | Various | Various | Various | Y | Acquisition | 0 | 0 | Springing | ||||||||||||||
2.01 | Hannibal | RBS | 6/25/2012 | 18.0% | N | Y | ||||||||||||||||||
2.02 | SET - New Boston | RBS | N | Y | ||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | 6/25/2012 | 10.0% | N | Y | ||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | N | Y | ||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | N | Y | ||||||||||||||||||||
2.06 | Hover-Davis | RBS | N | Y | ||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | N | Y | ||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | N | Y | ||||||||||||||||||||
2.09 | Paragon Tech | RBS | N | Y | ||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | N | Y | ||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | N | Y | ||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | N | Y | ||||||||||||||||||||
2.13 | Banner Services | RBS | N | Y | ||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | 6/8/2012 | 10.0% | N | Y | ||||||||||||||||||
2.15 | Builders FirstSource | RBS | N | Y | ||||||||||||||||||||
2.16 | SET - North Vernon | RBS | N | Y | ||||||||||||||||||||
2.17 | Progressive Metal | RBS | N | Y | ||||||||||||||||||||
2.18 | Texas Die Casting | RBS | N | Y | ||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | N | Y | ||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | N | Y | ||||||||||||||||||||
3 | Northridge Fashion Center | WFB | 3/21/2011 | 16.0% | N | Y | Refinance | 0 | 0 | Springing | ||||||||||||||
4 | Town Center at Cobb | RBS | N | Y | Refinance | 0 | 900,000 | 112,500 | Cash | |||||||||||||||
5 | BJ's Portfolio | RBS | N | Y | Acquisition | 0 | 0 | Springing | ||||||||||||||||
5.01 | BJ's - Westminster | RBS | N | Y | ||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | N | Y | ||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | N | Y | ||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | N | Y | ||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | N | Y | ||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | N | Y | ||||||||||||||||||||
6 | Battelle Campus | WFB | N | Y | Refinance | 0 | 157,069 | 57,866 | Cash | |||||||||||||||
7 | Plaza on Richmond | RBS | N | Y | Refinance | 0 | 629,334 | 78,667 | Cash | |||||||||||||||
8 | DoubleTree New Orleans | RBS | N | Y | Refinance | 0 | 281,305 | 40,186 | Cash | |||||||||||||||
9 | Cole Office Portfolio | WFB | N | Y | Acquisition | 0 | 0 | 0 | ||||||||||||||||
9.01 | The Medicines Company | WFB | N | Y | ||||||||||||||||||||
9.02 | AGCO Corporation | WFB | N | Y | ||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | N | Y | ||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | N | Y | Refinance | 337,091 | 217,491 | 43,498 | Cash | |||||||||||||||
11 | Fair Hill | RBS | N | Y | Refinance | 0 | 350,630 | 31,875 | Cash | |||||||||||||||
12 | US Bank Centre | RBS | N | Y | Refinance | 9,875 | 61,694 | 61,694 | Cash | |||||||||||||||
13 | Riverstone Marketplace | LIG I | 5/31/2012 | 10.0% | N | Y | Acquisition | 0 | 18,581 | 18,581 | Cash | |||||||||||||
14 | Napa Square | WFB | 5/4/2012 | New Building: 4%; Existing Building: 8% | N | Y | Refinance | 0 | 91,288 | 22,822 | Cash | |||||||||||||
15 | Holiday Inn Disneyland | WFB | 7/11/2011 | 9.0% | N | Y | Acquisition | 15,000 | 125,124 | 20,854 | Cash | |||||||||||||
16 | Southern Shopping Center | RBS | N | Y | Refinance | 0 | 199,681 | 18,153 | Cash | |||||||||||||||
17 | 11800 Tech Road | WFB | N | Y | Acquisition | 0 | 199,882 | 19,988 | Cash | |||||||||||||||
18 | Mission Village | WFB | 3/22/2012 | 9.0% | N | Y | Refinance | 0 | 65,973 | 21,991 | Cash | |||||||||||||
19 | Stemmons Office Portfolio | CIIICM | N | Y | Refinance | 108,125 | 306,418 | 61,284 | Cash | |||||||||||||||
19.01 | 7701 Stemmons | CIIICM | N | Y | ||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | N | Y | ||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | N | Y | ||||||||||||||||||||
20 | West Slauson Plaza | WFB | 5/8/2012 | Building 1: 14%; Building 2: 9%; Building 3-4: 11% | N | Y | Refinance | 0 | 71,863 | 17,966 | Cash | |||||||||||||
21 | Hyatt House | LIG I | 4/18/2012 | 7.0% | N | Y | Refinance | 0 | 144,961 | 14,496 | Cash | |||||||||||||
22 | Harvest Hill Apartments | WFB | N | Y | Refinance | 8,125 | 125,780 | 25,156 | Cash | |||||||||||||||
23 | Ortho Virginia | WFB | N | Y | Refinance | 0 | 14,707 | 8,581 | Cash | |||||||||||||||
24 | SpringHill Suites Alexandria | RBS | N | Y | Refinance | 0 | 25,532 | 12,766 | Cash | |||||||||||||||
25 | Laguna Pavilion | WFB | 1/27/2012 | 7400: 7%; 7440: 8% | N | Y | Acquisition | 0 | 0 | 17,285 | Cash | |||||||||||||
26 | 75 Commerce Drive | WFB | N | Y | Acquisition | 19,688 | 63,460 | 22,211 | Cash | |||||||||||||||
27 | Orangewood Shadows | WFB | N | Y | Refinance | 0 | 18,586 | 3,718 | Cash | |||||||||||||||
28 | 249 East Ocean Boulevard | WFB | 3/5/2012 | 12.0% | N | Y | Refinance | 27,125 | 28,858 | 14,429 | Cash | |||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | N | Y | Refinance | 0 | 0 | Springing | ||||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | N | Y | ||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | N | Y | ||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | N | Y | ||||||||||||||||||||
30 | Carpenter Plaza | WFB | N | Y | Refinance | 0 | 0 | Springing | ||||||||||||||||
31 | Bay Bridge MHP | CIIICM | N | Y | Refinance | 61,344 | 52,071 | 10,414 | Cash | |||||||||||||||
32 | Willowbrook I | CIIICM | N | Y | Refinance | 0 | 189,153 | 27,022 | Cash | |||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | N | Y | Refinance | 0 | 25,532 | 12,766 | Cash | |||||||||||||||
34 | Selma Square | WFB | 5/8/2012 | 5.0% | N | Y | Refinance | 0 | 47,604 | 15,868 | Cash | |||||||||||||
35 | Broadview Gardens | RBS | N | Y | Refinance | 300,000 | 13,695 | 13,695 | Cash | |||||||||||||||
36 | Peppertree Apartments | RBS | N | Y | Refinance | 25,178 | 79,080 | 13,180 | Cash | |||||||||||||||
37 | Athens Town Center | CIIICM | N | Y | Acquisition | 33,438 | 39,700 | 4,962 | Cash | |||||||||||||||
38 | Cordele Corner | CIIICM | N | Y | Acquisition | 152,500 | 31,169 | 3,896 | Cash | |||||||||||||||
39 | Boynton West Shopping Center | WFB | N | Y | Refinance | 0 | 0 | Springing | ||||||||||||||||
40 | Springhill Suites - San Angelo | RBS | N | Y | Refinance | 0 | 24,507 | 12,253 | Cash | |||||||||||||||
41 | Winco Plaza | Basis | 5/21/2012 | 17.0% | N | Y | Refinance | 46,790 | 103,828 | 10,383 | Cash | |||||||||||||
42 | Shops at Freedom | RBS | N | Y | Refinance | 153,125 | 66,000 | 6,528 | Cash | |||||||||||||||
43 | Tower Automotive | WFB | N | Y | Refinance | 0 | 0 | Springing | ||||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | N | Y | ||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | N | Y | ||||||||||||||||||||
44 | Newport Place Building | RBS | 5/9/2012 | 13.0% | N | Y | Refinance | 54,198 | 16,950 | 5,650 | Cash | |||||||||||||
45 | NCR Building | RBS | 5/9/2012 | 12.0% | N | Y | Refinance | 6,900 | 16,456 | 5,485 | Cash | |||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | N | Y | Refinance | 0 | 6,338 | 6,532 | Cash | |||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | N | Y | Refinance | 158,688 | 142,748 | 17,284 | Cash | |||||||||||||||
47.01 | U-Store - Brighton | WFB | N | Y | ||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | N | Y | ||||||||||||||||||||
47.03 | U-Store - Saline | WFB | N | Y | ||||||||||||||||||||
47.04 | U-Store Holly | WFB | N | Y | ||||||||||||||||||||
47.05 | U-Store Davison | WFB | N | Y | ||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | N | Y | ||||||||||||||||||||
48 | Creekside Village Apartments | RBS | 6/14/2012 | 5.0% | N | Y | Refinance | 22,488 | 118,397 | 11,840 | Cash | |||||||||||||
49 | Portairs Shopping Center | RBS | N | Y | Refinance | 7,875 | 76,267 | 10,895 | Cash | |||||||||||||||
50 | Jetton Medical Building | WFB | N | Y | Acquisition | 0 | 41,585 | 6,930 | Cash |
A-1-24 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Seismic Report Date | Seismic PML % | Seismic Insurance Required (Y/N) | Terrorism Insurance (Y/N) | Loan Purpose | Engineering Escrow / Deferred Maintenance ($) | Tax Escrow (Initial) ($) | Monthly Tax Escrow ($) | Tax Escrow - Cash or LoC | Tax Escrow - LoC Counterparty | ||||||||||||
51 | Magna International, Inc. | WFB | N | N | Refinance | 135,625 | 0 | Springing | ||||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | N | Y | Refinance | 1,900 | 156,749 | 26,125 | Cash | |||||||||||||||
53 | Westcliff Shopping Center | WFB | N | Y | Refinance | 2,500 | 0 | 18,221 | Cash | |||||||||||||||
54 | 2860 Bath Pike | RBS | N | Y | Refinance | 0 | 27,575 | 9,935 | Cash | |||||||||||||||
55 | Liberty Square | CIIICM | N | Y | Refinance | 10,625 | 36,830 | 7,366 | Cash | |||||||||||||||
56 | World Trade Park | WFB | N | Y | Refinance | 37,400 | 40,620 | 6,770 | Cash | |||||||||||||||
57 | North Academy III | WFB | N | Y | Refinance | 0 | 33,381 | 11,127 | Cash | |||||||||||||||
58 | Storage Direct | WFB | N | Y | Refinance | 97,075 | 58,075 | 9,679 | Cash | |||||||||||||||
59 | Cordelia Industrial | WFB | 9/1/2012 | 18.0% | N | Y | Refinance | 0 | 26,982 | 8,994 | Cash | |||||||||||||
60 | Trojan Storage Sun Valley | WFB | 7/27/2011 | 15.0% | N | Y | Refinance | 0 | 9,103 | 9,103 | Cash | |||||||||||||
61 | Marymoor Storage | WFB | 4/24/2012 | Main building: 12.8%; 1 Story building: 7.8% | N | Y | Refinance | 0 | 17,322 | 5,774 | Cash | |||||||||||||
62 | Great Space Storage | RBS | N | Y | Refinance | 0 | 45,658 | 5,707 | Cash | |||||||||||||||
63 | Wildcat II Portfolio | RBS | N | Y | Refinance | 150,000 | 14,129 | 14,129 | Cash | |||||||||||||||
63.01 | Executive House | RBS | N | Y | ||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | N | Y | ||||||||||||||||||||
63.03 | Edgeley Manor | RBS | N | Y | ||||||||||||||||||||
63.04 | Edgewater South | RBS | N | Y | ||||||||||||||||||||
63.05 | Georgian Manor | RBS | N | Y | ||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | N | Y | ||||||||||||||||||||
64 | Devon Storage | WFB | N | Y | Refinance | 0 | 86,540 | 17,308 | Cash | |||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | N | Y | ||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | N | Y | ||||||||||||||||||||
65 | Lakewood Club | RBS | N | Y | Refinance | 50,000 | 228,796 | 8,590 | Cash | |||||||||||||||
66 | Pine Ridge Square | Basis | N | Y | Refinance | 151,563 | 66,294 | 7,366 | Cash | |||||||||||||||
67 | Bloomfield Medical Village | CIIICM | N | Y | Refinance | 79,655 | 5,400 | 5,400 | Cash | |||||||||||||||
68 | 1095 Spice Island Drive | WFB | 3/16/2012 | 17.0% | N | Y | Refinance | 159,781 | 19,347 | 6,449 | Cash | |||||||||||||
69 | Lucerne Lakeside | CIIICM | N | Y | Refinance | 0 | 39,474 | 4,386 | Cash | |||||||||||||||
70 | Traditions Apartments - Franklin | RBS | N | Y | Refinance | 182,500 | 22,255 | 7,418 | Cash | |||||||||||||||
71 | Your Extra Attic Vinings | RBS | N | Y | Refinance | 0 | 49,781 | 4,526 | Cash | |||||||||||||||
72 | Hartsville Crossing | WFB | N | Y | Acquisition | 0 | 31,794 | 6,358 | Cash | |||||||||||||||
73 | Rite Aid Buffalo | Basis | N | Y | Acquisition | 720 | 0 | Springing | ||||||||||||||||
74 | Rite Aid Weirton | Basis | N | Y | Acquisition | 720 | 0 | Springing | ||||||||||||||||
75 | Fair Oaks | CIIICM | N | Y | Acquisition | 61,125 | 20,643 | 3,441 | Cash | |||||||||||||||
76 | Willow Wind | CIIICM | N | Y | Refinance | 0 | 29,873 | 5,975 | Cash | |||||||||||||||
77 | Woodlawn Manor MHC | WFB | N | Y | Acquisition | 0 | 22,240 | 2,780 | Cash | |||||||||||||||
78 | Sabo Self Storage | CIIICM | N | Y | Refinance | 0 | 46,195 | 6,599 | Cash | |||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | N | Y | Refinance | 25,000 | 9,274 | 1,325 | Cash | |||||||||||||||
80 | Star & Stripes Storage | WFB | N | Y | Refinance | 18,500 | 10,086 | 1,681 | Cash |
A-1-25 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Insurance Escrow (Initial) ($) | Monthly Insurance Escrow ($) | Insurance Escrow - Cash or LoC | Insurance Escrow - LoC Counterparty | Upfront Replacement Reserve ($)(12) | Monthly Replacement Reserve ($)(12) | Replacement Reserve Cap ($) | Replacement Reserve Escrow - Cash or LoC | Replacement Reserve Escrow - LoC Counterparty | |||||||||||
1 | 100 Church Street | WFB | 0 | Springing | 0 | Springing | 443,256 | |||||||||||||||
2 | Brennan Industrial Portfolio | RBS | 9,166 | 9,166 | Cash | 0 | 0 | 0 | ||||||||||||||
2.01 | Hannibal | RBS | ||||||||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||||||||
2.17 | Progressive Metal | RBS | ||||||||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||||||||
3 | Northridge Fashion Center | WFB | 0 | Springing | 0 | Springing | 161,976 | |||||||||||||||
4 | Town Center at Cobb | RBS | 0 | Springing | 0 | 9,400 | 338,400 | Cash | ||||||||||||||
5 | BJ's Portfolio | RBS | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||||||||
6 | Battelle Campus | WFB | 0 | Springing | 0 | 5,183 | 0 | Cash | ||||||||||||||
7 | Plaza on Richmond | RBS | 102,809 | 20,562 | Cash | 0 | 3,227 | 0 | Cash | |||||||||||||
8 | DoubleTree New Orleans | RBS | 60,287 | 30,144 | Cash | 400,000 | 20,833 | 0 | Cash | |||||||||||||
9 | Cole Office Portfolio | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | 61,635 | 6,163 | Cash | 7,700 | 7,700 | 0 | Cash | |||||||||||||
11 | Fair Hill | RBS | 12,079 | 2,013 | Cash | 1,926 | 1,926 | 50,000 | Cash | |||||||||||||
12 | US Bank Centre | RBS | 39,623 | 3,602 | Cash | 5,101 | 5,101 | 0 | Cash | |||||||||||||
13 | Riverstone Marketplace | LIG I | 7,723 | 2,574 | Cash | 2,150 | 2,150 | 180,000 | Cash | |||||||||||||
14 | Napa Square | WFB | 0 | Springing | 0 | 1,375 | 33,000 | Cash | ||||||||||||||
15 | Holiday Inn Disneyland | WFB | 23,250 | 7,750 | Cash | 0 | 30,356 | 0 | Cash | |||||||||||||
16 | Southern Shopping Center | RBS | 15,535 | 4,135 | Cash | 0 | 3,083 | 110,980 | Cash | |||||||||||||
17 | 11800 Tech Road | WFB | 0 | Springing | 0 | 5,951 | 0 | Cash | ||||||||||||||
18 | Mission Village | WFB | 0 | Springing | 0 | 1,418 | 51,048 | Cash | ||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 9,666 | 3,222 | Cash | 5,775 | 5,775 | 0 | Cash | |||||||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||||||||
20 | West Slauson Plaza | WFB | 0 | Springing | 0 | 2,800 | 0 | Cash | ||||||||||||||
21 | Hyatt House | LIG I | 0 | Springing | 15,000 | 15,000 | 600,000 | Cash | ||||||||||||||
22 | Harvest Hill Apartments | WFB | 0 | Springing | 374,311 | 8,400 | 0 | Cash | ||||||||||||||
23 | Ortho Virginia | WFB | 4,758 | Springing | Cash | 0 | 1,074 | 64,000 | Cash | |||||||||||||
24 | SpringHill Suites Alexandria | RBS | 5,913 | 1,478 | Cash | 5,104 | 5,104 | 0 | Cash | |||||||||||||
25 | Laguna Pavilion | WFB | 23,425 | 2,130 | Cash | 0 | 1,825 | 43,800 | Cash | |||||||||||||
26 | 75 Commerce Drive | WFB | 2,656 | Springing | Cash | 0 | 3,141; Springing | 34,262 | Cash | |||||||||||||
27 | Orangewood Shadows | WFB | 20,240 | 2,249 | Cash | 0 | 1,975 | 0 | Cash | |||||||||||||
28 | 249 East Ocean Boulevard | WFB | 0 | Springing | 50,000 | 3,162 | 0 | Cash | ||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||||||||
30 | Carpenter Plaza | WFB | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
31 | Bay Bridge MHP | CIIICM | 8,179 | 1,363 | Cash | 2,054 | 2,054 | 0 | Cash | |||||||||||||
32 | Willowbrook I | CIIICM | 12,519 | 1,565 | Cash | 1,115 | 1,115 | 0 | Cash | |||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 6,317 | 1,579 | Cash | 4,883 | 4,883 | 0 | Cash | |||||||||||||
34 | Selma Square | WFB | 0 | Springing | 0 | 1,696 | 0 | Cash | ||||||||||||||
35 | Broadview Gardens | RBS | 9,718 | 4,859 | Cash | 10,450 | 10,450 | 0 | Cash | |||||||||||||
36 | Peppertree Apartments | RBS | 60,743 | 9,036 | Cash | 111,278 | 9,649 | 0 | Cash | |||||||||||||
37 | Athens Town Center | CIIICM | 24,296 | 2,209 | Cash | 4,204 | 4,204 | 0 | Cash | |||||||||||||
38 | Cordele Corner | CIIICM | 11,938 | 1,085 | Cash | 2,068 | 2,068 | 0 | Cash | |||||||||||||
39 | Boynton West Shopping Center | WFB | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
40 | Springhill Suites - San Angelo | RBS | 37,914 | 2,916 | Cash | 9,926 | 9,926 | 357,351 | Cash | |||||||||||||
41 | Winco Plaza | Basis | 8,133 | 1,356 | Cash | 0 | 1,848 | 0 | Cash | |||||||||||||
42 | Shops at Freedom | RBS | 33,300 | 3,689 | Cash | 0 | 4,970 | 81,332 | Cash | |||||||||||||
43 | Tower Automotive | WFB | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||||||||
44 | Newport Place Building | RBS | 1,956 | 652 | Cash | 0 | 856 | 0 | Cash | |||||||||||||
45 | NCR Building | RBS | 2,685 | 895 | Cash | 0 | 991 | 0 | Cash | |||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 0 | Springing | 0 | 8,318 | 0 | Cash | ||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 15,628 | 2,604 | Cash | 0 | 5,525 | 0 | Cash | |||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||||||
48 | Creekside Village Apartments | RBS | 42,570 | 2,838 | Cash | 3,390 | 3,390 | 0 | Cash | |||||||||||||
49 | Portairs Shopping Center | RBS | 90,265 | 9,284 | Cash | 0 | 2,918 | 0 | Cash | |||||||||||||
50 | Jetton Medical Building | WFB | 1,029 | 515 | Cash | 0 | 748 | 0 | Cash |
A-1-26 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Insurance Escrow (Initial) ($) | Monthly Insurance Escrow ($) | Insurance Escrow - Cash or LoC | Insurance Escrow - LoC Counterparty | Upfront Replacement Reserve ($)(12) | Monthly Replacement Reserve ($)(12) | Replacement Reserve Cap ($) | Replacement Reserve Escrow - Cash or LoC | Replacement Reserve Escrow - LoC Counterparty | |||||||||||
51 | Magna International, Inc. | WFB | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 8,110 | 1,159 | Cash | 0 | 1,309 | 47,115 | Cash | |||||||||||||
53 | Westcliff Shopping Center | WFB | 0 | Springing | 0 | 2,285 | 0 | Cash | ||||||||||||||
54 | 2860 Bath Pike | RBS | 17,601 | 1,956 | Cash | 1,571 | 1,571 | 65,000 | Cash | |||||||||||||
55 | Liberty Square | CIIICM | 1,562 | 1,562 | Cash | 0 | 2,276 | 50,000 | Cash | |||||||||||||
56 | World Trade Park | WFB | 0 | 960 | Cash | 0 | 3,147 | 188,735 | Cash | |||||||||||||
57 | North Academy III | WFB | 2,641 | 528 | Cash | 0 | Springing | 0 | ||||||||||||||
58 | Storage Direct | WFB | 7,730 | 859 | Cash | 0 | 835 | 0 | Cash | |||||||||||||
59 | Cordelia Industrial | WFB | 0 | Springing | 250,000 | 1,570; Springing | 21,720 | Cash | ||||||||||||||
60 | Trojan Storage Sun Valley | WFB | 5,728 | 636 | Cash | 0 | 892 | 0 | Cash | |||||||||||||
61 | Marymoor Storage | WFB | 0 | 526 | Cash | 0 | 644 | 0 | Cash | |||||||||||||
62 | Great Space Storage | RBS | 31,191 | 2,599 | Cash | 0 | 847 | 30,492 | Cash | |||||||||||||
63 | Wildcat II Portfolio | RBS | 13,133 | 3,283 | Cash | 4,886 | 4,886 | 0 | Cash | |||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||||||
64 | Devon Storage | WFB | 0 | Springing | 0 | 2,027 | 150,000 | Cash | ||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||||||
65 | Lakewood Club | RBS | 9,958 | 2,489 | Cash | 5,566 | 5,566 | 0 | Cash | |||||||||||||
66 | Pine Ridge Square | Basis | 13,698 | 1,712 | Cash | 0 | 2,354 | 84,729 | Cash | |||||||||||||
67 | Bloomfield Medical Village | CIIICM | 1,390 | 1,390 | Cash | 0 | 835 | 0 | Cash | |||||||||||||
68 | 1095 Spice Island Drive | WFB | 0 | 1,682 | Cash | 0 | 3,026 | 0 | Cash | |||||||||||||
69 | Lucerne Lakeside | CIIICM | 5,371 | 1,074 | Cash | 583 | 584 | 0 | Cash | |||||||||||||
70 | Traditions Apartments - Franklin | RBS | 26,837 | 2,982 | Cash | 0 | 2,583 | 0 | Cash | |||||||||||||
71 | Your Extra Attic Vinings | RBS | 11,058 | 1,005 | Cash | 0 | 576 | 0 | Cash | |||||||||||||
72 | Hartsville Crossing | WFB | 0 | Springing | 0 | 1,350 | 48,600 | Cash | ||||||||||||||
73 | Rite Aid Buffalo | Basis | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
74 | Rite Aid Weirton | Basis | 0 | Springing | 0 | Springing | 0 | |||||||||||||||
75 | Fair Oaks | CIIICM | 4,169 | 2,085 | Cash | 687 | 687 | 0 | Cash | |||||||||||||
76 | Willow Wind | CIIICM | 10,875 | 1,089 | Cash | 1,350 | 1,350 | 0 | Cash | |||||||||||||
77 | Woodlawn Manor MHC | WFB | 0 | 1,484 | Cash | 0 | 388 | 0 | Cash | |||||||||||||
78 | Sabo Self Storage | CIIICM | 1,030 | 515 | Cash | 550 | 550 | 0 | Cash | |||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 1,223 | 612 | Cash | 354 | 354 | 0 | Cash | |||||||||||||
80 | Star & Stripes Storage | WFB | 5,714 | 574 | Cash | 0 | 555 | 0 | Cash |
A-1-27 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Upfront TI/LC Reserve ($)(13) | Monthly TI/LC Reserve ($)(13) | TI/LC Reserve Cap ($)(13) | TI/LC Escrow - Cash or LoC | TI/LC Escrow - LoC Counterparty | Debt Service Escrow (Initial) | Debt Service Escrow (Monthly)(14) | Debt Service Escrow - Cash or LoC | Debt Service Escrow - LoC Counterparty | |||||||||||
1 | 100 Church Street | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
2 | Brennan Industrial Portfolio | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
2.01 | Hannibal | RBS | ||||||||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||||||||
2.17 | Progressive Metal | RBS | ||||||||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||||||||
3 | Northridge Fashion Center | WFB | 169,192 | Springing | 719,880 | Cash | 0 | 0 | ||||||||||||||
4 | Town Center at Cobb | RBS | 434,605 | 55,000 | 1,950,000 | Cash | 0 | 0 | ||||||||||||||
5 | BJ's Portfolio | RBS | 0 | Springing | 0 | Cash | 0 | 0 | ||||||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||||||||
6 | Battelle Campus | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
7 | Plaza on Richmond | RBS | 1,000,000 | 8,068; Springing | 300,000 | Cash | 0 | 0 | ||||||||||||||
8 | DoubleTree New Orleans | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
9 | Cole Office Portfolio | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | 30,750 | 30,750 | 1,350,000 | Cash | 0 | 0 | ||||||||||||||
11 | Fair Hill | RBS | 1,014,090 | 9,173 | 250,000 | Cash | 0 | 0 | ||||||||||||||
12 | US Bank Centre | RBS | 20,405 | 20,405 | 0 | Cash | 0 | 0 | ||||||||||||||
13 | Riverstone Marketplace | LIG I | 9,800 | 9,800; Springing | 198,000 | Cash | 0 | 0 | ||||||||||||||
14 | Napa Square | WFB | 250,000 | 11,000 | 250,000 | Cash | 0 | 0 | ||||||||||||||
15 | Holiday Inn Disneyland | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
16 | Southern Shopping Center | RBS | 0 | 15,000 | 540,000 | Cash | 0 | 0 | ||||||||||||||
17 | 11800 Tech Road | WFB | 1,500,000 | 50,000 | 350,000 | Cash | 0 | 0 | ||||||||||||||
18 | Mission Village | WFB | 0 | 4,167 | 150,000 | Cash | 0 | 0 | ||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 340,758 | 0 | 1,022,274 | LOC | IDB | 0 | 0 | |||||||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||||||||
20 | West Slauson Plaza | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
21 | Hyatt House | LIG I | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
22 | Harvest Hill Apartments | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
23 | Ortho Virginia | WFB | 300,000 | Springing | 695,000 | Cash | 0 | 0 | ||||||||||||||
24 | SpringHill Suites Alexandria | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
25 | Laguna Pavilion | WFB | 0 | 8,500 | 204,000 | Cash | 0 | 0 | ||||||||||||||
26 | 75 Commerce Drive | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
27 | Orangewood Shadows | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
28 | 249 East Ocean Boulevard | WFB | 219,639 | 9,789 | 475,000 | Cash | 0 | 0 | ||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||||||||
30 | Carpenter Plaza | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
31 | Bay Bridge MHP | CIIICM | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
32 | Willowbrook I | CIIICM | 119,085 | 6,585 | 250,000 | Cash | 0 | 0 | ||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
34 | Selma Square | WFB | 0 | 2,590 | 62,160 | Cash | 0 | 0 | ||||||||||||||
35 | Broadview Gardens | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
36 | Peppertree Apartments | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
37 | Athens Town Center | CIIICM | 154,545 | 4,545 | 250,000 | Cash | 0 | 0 | ||||||||||||||
38 | Cordele Corner | CIIICM | 203,333 | 3,333 | 500,000 | Cash | 0 | 0 | ||||||||||||||
39 | Boynton West Shopping Center | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
40 | Springhill Suites - San Angelo | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
41 | Winco Plaza | Basis | 0 | 4,167 | 125,000 | Cash | 0 | 0 | ||||||||||||||
42 | Shops at Freedom | RBS | 0 | 10,543 | 109,774 | Cash | 0 | 0 | ||||||||||||||
43 | Tower Automotive | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||||||||
44 | Newport Place Building | RBS | 0 | 3,424 | 82,176 | Cash | 0 | 0 | ||||||||||||||
45 | NCR Building | RBS | 0 | 3,964 | 95,136 | Cash | 0 | 0 | ||||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||||||
48 | Creekside Village Apartments | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
49 | Portairs Shopping Center | RBS | 0 | 4,863 | 300,000 | Cash | 0 | 0 | ||||||||||||||
50 | Jetton Medical Building | WFB | 0 | 4,200 | 0 | Cash | 0 | 0 |
A-1-28 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Upfront TI/LC Reserve ($)(13) | Monthly TI/LC Reserve ($)(13) | TI/LC Reserve Cap ($)(13) | TI/LC Escrow - Cash or LoC | TI/LC Escrow - LoC Counterparty | Debt Service Escrow (Initial) | Debt Service Escrow (Monthly)(14) | Debt Service Escrow - Cash or LoC | Debt Service Escrow - LoC Counterparty | |||||||||||
51 | Magna International, Inc. | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 9,657 | 9,657 | 150,000 | Cash | 0 | 0 | ||||||||||||||
53 | Westcliff Shopping Center | WFB | 0 | 4,167 | 100,000 | Cash | 0 | 0 | ||||||||||||||
54 | 2860 Bath Pike | RBS | 2,356 | 2,356 | 0 | Cash | 0 | 0 | ||||||||||||||
55 | Liberty Square | CIIICM | 5,924 | 5,924 | 175,000 | Cash | 0 | 0 | ||||||||||||||
56 | World Trade Park | WFB | 0 | 4,570 | 0 | Cash | 0 | 0 | ||||||||||||||
57 | North Academy III | WFB | 0 | Springing | 0 | 0 | 0 | |||||||||||||||
58 | Storage Direct | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
59 | Cordelia Industrial | WFB | 0 | 3,500 | 63,000 | Cash | 0 | 0 | ||||||||||||||
60 | Trojan Storage Sun Valley | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
61 | Marymoor Storage | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
62 | Great Space Storage | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
63 | Wildcat II Portfolio | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||||||
64 | Devon Storage | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||||||
65 | Lakewood Club | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
66 | Pine Ridge Square | Basis | 0 | 10,297 | 200,000 | Cash | 0 | 0 | ||||||||||||||
67 | Bloomfield Medical Village | CIIICM | 4,631 | 4,631 | 0 | Cash | 0 | 0 | ||||||||||||||
68 | 1095 Spice Island Drive | WFB | 29,000 | 3,817 | 0 | Cash | 0 | 0 | ||||||||||||||
69 | Lucerne Lakeside | CIIICM | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
70 | Traditions Apartments - Franklin | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
71 | Your Extra Attic Vinings | RBS | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
72 | Hartsville Crossing | WFB | 50,000 | 1,250; Springing | 170,000 | Cash | 0 | 0 | ||||||||||||||
73 | Rite Aid Buffalo | Basis | 0 | Springing | 0 | 0 | 0 | |||||||||||||||
74 | Rite Aid Weirton | Basis | 0 | Springing | 0 | 0 | 0 | |||||||||||||||
75 | Fair Oaks | CIIICM | 63,537 | 3,537 | 110,000 | Cash | 0 | 0 | ||||||||||||||
76 | Willow Wind | CIIICM | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
77 | Woodlawn Manor MHC | WFB | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
78 | Sabo Self Storage | CIIICM | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 0 | 0 | 0 | 0 | 0 | |||||||||||||||
80 | Star & Stripes Storage | WFB | 0 | 0 | 0 | 0 | 0 |
A-1-29 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Other Escrow I Reserve Description | Other Escrow I (Initial) | Other Escrow I (Monthly) | Other Escrow I Cap | Other Escrow I Escrow - Cash or LoC | Other Escrow I - LoC Counterparty | ||||||||
1 | 100 Church Street | WFB | City of New York Reserve / HF Management Reserve | City of New York - $31,694,256 / HF Management - $6,616,583 | 0 | 0 | LoC | Wells Fargo Bank, N.A. | ||||||||
2 | Brennan Industrial Portfolio | RBS | Tenant Security Deposits | 3,896,368 | 0 | 0 | Cash | |||||||||
2.01 | Hannibal | RBS | ||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||
2.17 | Progressive Metal | RBS | ||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||
3 | Northridge Fashion Center | WFB | Sports Authority Reserve | 6,279,384 | 0 | 0 | Cash | |||||||||
4 | Town Center at Cobb | RBS | 0 | 0 | 0 | |||||||||||
5 | BJ's Portfolio | RBS | 0 | 0 | 0 | |||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||
6 | Battelle Campus | WFB | Ground Rent Reserves | 0 | 5,520 | 0 | Cash | |||||||||
7 | Plaza on Richmond | RBS | 0 | 0 | 0 | |||||||||||
8 | DoubleTree New Orleans | RBS | Ground Rent Reserve | 27,448 | Springing | 0 | Cash | |||||||||
9 | Cole Office Portfolio | WFB | 0 | 0 | 0 | |||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||
10 | Bank of America Financial Center | LIG I | 0 | 0 | 0 | |||||||||||
11 | Fair Hill | RBS | Ground Rent Reserve | 26,201 | 0 | 0 | Cash | |||||||||
12 | US Bank Centre | RBS | Free Rent Reserve | 867,929 | 0 | 0 | Cash | |||||||||
13 | Riverstone Marketplace | LIG I | 0 | 0 | 0 | |||||||||||
14 | Napa Square | WFB | Shell Space Reserve | 400,000 | 0 | 0 | Cash | |||||||||
15 | Holiday Inn Disneyland | WFB | PIP Reserve | 2,113,850 | Springing | 0 | Cash | |||||||||
16 | Southern Shopping Center | RBS | Outstanding TI/LC | 420,000 | 0 | 0 | Cash | |||||||||
17 | 11800 Tech Road | WFB | 0 | 0 | 0 | |||||||||||
18 | Mission Village | WFB | LA Fitness Reserve | 0 | Springing | 0 | ||||||||||
19 | Stemmons Office Portfolio | CIIICM | Upfront 8001 TI/LC Reserve | 1,000,000 | 0 | 0 | LOC | IDB | ||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||
20 | West Slauson Plaza | WFB | 0 | 0 | 0 | |||||||||||
21 | Hyatt House | LIG I | 0 | 0 | 0 | |||||||||||
22 | Harvest Hill Apartments | WFB | 0 | 0 | 0 | |||||||||||
23 | Ortho Virginia | WFB | 0 | 0 | 0 | |||||||||||
24 | SpringHill Suites Alexandria | RBS | Seasonality Reserve | 26,320 | 4,387 | 0 | Cash | |||||||||
25 | Laguna Pavilion | WFB | Rent Concession | 19,000 | 0 | 0 | Cash | |||||||||
26 | 75 Commerce Drive | WFB | 0 | 0 | 0 | |||||||||||
27 | Orangewood Shadows | WFB | Seasonality Reserve | 375,000 | Springing | 375,000 | Cash | |||||||||
28 | 249 East Ocean Boulevard | WFB | Jackson Reserve | 284,675 | 0 | 0 | Cash | |||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 0 | 0 | 0 | |||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||
30 | Carpenter Plaza | WFB | 0 | 0 | 0 | |||||||||||
31 | Bay Bridge MHP | CIIICM | 0 | 0 | 0 | |||||||||||
32 | Willowbrook I | CIIICM | 0 | 0 | 0 | |||||||||||
33 | Holiday Inn Express Alexandria | RBS | Seasonality Reserve | 27,368 | 3,910 | 0 | Cash | |||||||||
34 | Selma Square | WFB | Dual Tenant Reserve | 500,000 | Springing | 0 | Cash | |||||||||
35 | Broadview Gardens | RBS | 0 | 0 | 0 | |||||||||||
36 | Peppertree Apartments | RBS | 0 | 0 | 0 | |||||||||||
37 | Athens Town Center | CIIICM | Burkes Floor Repair Holdback | 5,250 | 0 | 0 | Cash | |||||||||
38 | Cordele Corner | CIIICM | TSC Lease | 73,077 | 0 | 0 | Cash | |||||||||
39 | Boynton West Shopping Center | WFB | 0 | 0 | 0 | |||||||||||
40 | Springhill Suites - San Angelo | RBS | 0 | 0 | 0 | |||||||||||
41 | Winco Plaza | Basis | 0 | 0 | 0 | |||||||||||
42 | Shops at Freedom | RBS | 0 | 0 | 0 | |||||||||||
43 | Tower Automotive | WFB | 0 | 0 | 0 | |||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||
44 | Newport Place Building | RBS | 0 | 0 | 0 | |||||||||||
45 | NCR Building | RBS | 0 | 0 | 0 | |||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 0 | 0 | 0 | |||||||||||
47 | U-Store Self Storage Portfolio | WFB | 0 | 0 | 0 | |||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||
48 | Creekside Village Apartments | RBS | 0 | 0 | 0 | |||||||||||
49 | Portairs Shopping Center | RBS | 0 | 0 | 0 | |||||||||||
50 | Jetton Medical Building | WFB | 0 | 0 | 0 |
A-1-30 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Other Escrow I Reserve Description | Other Escrow I (Initial) | Other Escrow I (Monthly) | Other Escrow I Cap | Other Escrow I Escrow - Cash or LoC | Other Escrow I - LoC Counterparty | ||||||||
51 | Magna International, Inc. | WFB | 0 | 0 | 0 | |||||||||||
52 | Oak Park Ponds Shopping Center | Basis | Free Rent | 137,718 | 0 | 0 | Cash | |||||||||
53 | Westcliff Shopping Center | WFB | Dollar General Reserve | 7,500 | 0 | 0 | Cash | |||||||||
54 | 2860 Bath Pike | RBS | 0 | 0 | 0 | |||||||||||
55 | Liberty Square | CIIICM | 0 | 0 | 0 | |||||||||||
56 | World Trade Park | WFB | 0 | 0 | 0 | |||||||||||
57 | North Academy III | WFB | 0 | 0 | 0 | |||||||||||
58 | Storage Direct | WFB | 0 | 0 | 0 | |||||||||||
59 | Cordelia Industrial | WFB | ACI Cork Reserve | 0 | Springing | 0 | ||||||||||
60 | Trojan Storage Sun Valley | WFB | 0 | 0 | 0 | |||||||||||
61 | Marymoor Storage | WFB | 0 | 0 | 0 | |||||||||||
62 | Great Space Storage | RBS | 0 | 0 | 0 | |||||||||||
63 | Wildcat II Portfolio | RBS | 0 | 0 | 0 | |||||||||||
63.01 | Executive House | RBS | ||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||
64 | Devon Storage | WFB | 0 | 0 | 0 | |||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||
65 | Lakewood Club | RBS | 0 | 0 | 0 | |||||||||||
66 | Pine Ridge Square | Basis | Jimmy John's Rent Abatement | 0 | 8,252 | 0 | Cash | |||||||||
67 | Bloomfield Medical Village | CIIICM | Rental Reserve Concession | 13,367 | 0 | 0 | Cash | |||||||||
68 | 1095 Spice Island Drive | WFB | 0 | 0 | 0 | |||||||||||
69 | Lucerne Lakeside | CIIICM | 0 | 0 | 0 | |||||||||||
70 | Traditions Apartments - Franklin | RBS | 0 | 0 | 0 | |||||||||||
71 | Your Extra Attic Vinings | RBS | 0 | 0 | 0 | |||||||||||
72 | Hartsville Crossing | WFB | 0 | 0 | 0 | |||||||||||
73 | Rite Aid Buffalo | Basis | 0 | 0 | 0 | |||||||||||
74 | Rite Aid Weirton | Basis | 0 | 0 | 0 | |||||||||||
75 | Fair Oaks | CIIICM | 0 | 0 | 0 | |||||||||||
76 | Willow Wind | CIIICM | 0 | 0 | 0 | |||||||||||
77 | Woodlawn Manor MHC | WFB | 0 | 0 | 0 | |||||||||||
78 | Sabo Self Storage | CIIICM | 0 | 0 | 0 | |||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 0 | 0 | 0 | |||||||||||
80 | Star & Stripes Storage | WFB | 0 | 0 | 0 |
A-1-31 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Other Escrow II Reserve Description | Other Escrow II (Initial) | Other Escrow II (Monthly) | Other Escrow II Cap | Other Escrow II Escrow - Cash or LoC | Other Escrow II - LoC Counterparty | Holdback(15) | |||||||||
1 | 100 Church Street | WFB | Interactive Data Reserve / Lenard A. Farber Reserve | Interactive Data - $795,099 / Lenard A. Farber - $334,556 | 0 | 0 | LoC | Wells Fargo Bank, N.A. | 20,000,000 | |||||||||
2 | Brennan Industrial Portfolio | RBS | 0 | 0 | 0 | |||||||||||||
2.01 | Hannibal | RBS | ||||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||||
2.17 | Progressive Metal | RBS | ||||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||||
3 | Northridge Fashion Center | WFB | 0 | 0 | 0 | |||||||||||||
4 | Town Center at Cobb | RBS | 0 | 0 | 0 | |||||||||||||
5 | BJ's Portfolio | RBS | 0 | 0 | 0 | |||||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||||
6 | Battelle Campus | WFB | 0 | 0 | 0 | |||||||||||||
7 | Plaza on Richmond | RBS | 0 | 0 | 0 | 5,000,000 | ||||||||||||
8 | DoubleTree New Orleans | RBS | 0 | 0 | 0 | |||||||||||||
9 | Cole Office Portfolio | WFB | 0 | 0 | 0 | |||||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||||
10 | Bank of America Financial Center | LIG I | 0 | 0 | 0 | |||||||||||||
11 | Fair Hill | RBS | 0 | 0 | 0 | |||||||||||||
12 | US Bank Centre | RBS | Outstanding TI/LC Reserve | 977,751 | 0 | 0 | Cash | |||||||||||
13 | Riverstone Marketplace | LIG I | 0 | 0 | 0 | |||||||||||||
14 | Napa Square | WFB | DP&F Reserve | 114,860 | 0 | 0 | Cash | |||||||||||
15 | Holiday Inn Disneyland | WFB | Seasonality Reserve | 142,129 | Springing | 142,129 | Cash | |||||||||||
16 | Southern Shopping Center | RBS | Outstanding Free Rent | 122,500 | 0 | 0 | Cash | |||||||||||
17 | 11800 Tech Road | WFB | 0 | 0 | 0 | |||||||||||||
18 | Mission Village | WFB | 0 | 0 | 0 | |||||||||||||
19 | Stemmons Office Portfolio | CIIICM | 0 | 0 | 0 | |||||||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||||
20 | West Slauson Plaza | WFB | 0 | 0 | 0 | |||||||||||||
21 | Hyatt House | LIG I | 0 | 0 | 0 | |||||||||||||
22 | Harvest Hill Apartments | WFB | 0 | 0 | 0 | |||||||||||||
23 | Ortho Virginia | WFB | 0 | 0 | 0 | |||||||||||||
24 | SpringHill Suites Alexandria | RBS | PIP Reserve | 0 | Springing | 0 | ||||||||||||
25 | Laguna Pavilion | WFB | 0 | 0 | 0 | |||||||||||||
26 | 75 Commerce Drive | WFB | 0 | 0 | 0 | |||||||||||||
27 | Orangewood Shadows | WFB | 0 | 0 | 0 | |||||||||||||
28 | 249 East Ocean Boulevard | WFB | Novogradac Reserve | 141,550 | 0 | 0 | Cash | |||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | 0 | 0 | 0 | |||||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||||
30 | Carpenter Plaza | WFB | 0 | 0 | 0 | |||||||||||||
31 | Bay Bridge MHP | CIIICM | 0 | 0 | 0 | |||||||||||||
32 | Willowbrook I | CIIICM | 0 | 0 | 0 | |||||||||||||
33 | Holiday Inn Express Alexandria | RBS | PIP Reserve | 0 | Springing | 0 | ||||||||||||
34 | Selma Square | WFB | Food 4 Less Reserve/Office Max Reserve | 0 | Springing | 0 | ||||||||||||
35 | Broadview Gardens | RBS | 0 | 0 | 0 | |||||||||||||
36 | Peppertree Apartments | RBS | 0 | 0 | 0 | |||||||||||||
37 | Athens Town Center | CIIICM | 0 | 0 | 0 | |||||||||||||
38 | Cordele Corner | CIIICM | 0 | 0 | 0 | |||||||||||||
39 | Boynton West Shopping Center | WFB | 0 | 0 | 0 | |||||||||||||
40 | Springhill Suites - San Angelo | RBS | 0 | 0 | 0 | |||||||||||||
41 | Winco Plaza | Basis | 0 | 0 | 0 | |||||||||||||
42 | Shops at Freedom | RBS | 0 | 0 | 0 | |||||||||||||
43 | Tower Automotive | WFB | 0 | 0 | 0 | |||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||||
44 | Newport Place Building | RBS | 0 | 0 | 0 | |||||||||||||
45 | NCR Building | RBS | 0 | 0 | 0 | |||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | 0 | 0 | 0 | |||||||||||||
47 | U-Store Self Storage Portfolio | WFB | 0 | 0 | 0 | |||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||
48 | Creekside Village Apartments | RBS | 0 | 0 | 0 | |||||||||||||
49 | Portairs Shopping Center | RBS | 0 | 0 | 0 | |||||||||||||
50 | Jetton Medical Building | WFB | 0 | 0 | 0 |
A-1-32 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Other Escrow II Reserve Description | Other Escrow II (Initial) | Other Escrow II (Monthly) | Other Escrow II Cap | Other Escrow II Escrow - Cash or LoC | Other Escrow II - LoC Counterparty | Holdback(15) | |||||||||
51 | Magna International, Inc. | WFB | 0 | 0 | 0 | |||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | 0 | 0 | 0 | |||||||||||||
53 | Westcliff Shopping Center | WFB | 0 | 0 | 0 | |||||||||||||
54 | 2860 Bath Pike | RBS | 0 | 0 | 0 | |||||||||||||
55 | Liberty Square | CIIICM | 0 | 0 | 0 | |||||||||||||
56 | World Trade Park | WFB | 0 | 0 | 0 | |||||||||||||
57 | North Academy III | WFB | 0 | 0 | 0 | |||||||||||||
58 | Storage Direct | WFB | 0 | 0 | 0 | |||||||||||||
59 | Cordelia Industrial | WFB | 0 | 0 | 0 | |||||||||||||
60 | Trojan Storage Sun Valley | WFB | 0 | 0 | 0 | |||||||||||||
61 | Marymoor Storage | WFB | 0 | 0 | 0 | |||||||||||||
62 | Great Space Storage | RBS | 0 | 0 | 0 | |||||||||||||
63 | Wildcat II Portfolio | RBS | 0 | 0 | 0 | |||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||
64 | Devon Storage | WFB | 0 | 0 | 0 | |||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||
65 | Lakewood Club | RBS | 0 | 0 | 0 | |||||||||||||
66 | Pine Ridge Square | Basis | Jimmy John's TI Reserve | 55,000 | 0 | 0 | Cash | |||||||||||
67 | Bloomfield Medical Village | CIIICM | 0 | 0 | 0 | 357,000 | ||||||||||||
68 | 1095 Spice Island Drive | WFB | 0 | 0 | 0 | |||||||||||||
69 | Lucerne Lakeside | CIIICM | 0 | 0 | 0 | |||||||||||||
70 | Traditions Apartments - Franklin | RBS | 0 | 0 | 0 | |||||||||||||
71 | Your Extra Attic Vinings | RBS | 0 | 0 | 0 | |||||||||||||
72 | Hartsville Crossing | WFB | 0 | 0 | 0 | |||||||||||||
73 | Rite Aid Buffalo | Basis | 0 | 0 | 0 | |||||||||||||
74 | Rite Aid Weirton | Basis | 0 | 0 | 0 | |||||||||||||
75 | Fair Oaks | CIIICM | 0 | 0 | 0 | |||||||||||||
76 | Willow Wind | CIIICM | 0 | 0 | 0 | |||||||||||||
77 | Woodlawn Manor MHC | WFB | 0 | 0 | 0 | |||||||||||||
78 | Sabo Self Storage | CIIICM | 0 | 0 | 0 | |||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | 0 | 0 | 0 | |||||||||||||
80 | Star & Stripes Storage | WFB | 0 | 0 | 0 |
A-1-33 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Ownership Interest(16) | Ground Lease Initial Expiration Date(17) | Annual Ground Rent Payment(17) | Annual Ground Rent Increases(17) | Lockbox | |||||||
1 | 100 Church Street | WFB | Fee | Hard/Springing Cash Management | ||||||||||
2 | Brennan Industrial Portfolio | RBS | Fee | Hard/Springing Cash Management | ||||||||||
2.01 | Hannibal | RBS | Fee | |||||||||||
2.02 | SET - New Boston | RBS | Fee | |||||||||||
2.03 | TestAmerica - Sacramento | RBS | Fee | |||||||||||
2.04 | Jade Sterling - Illinois | RBS | Fee | |||||||||||
2.05 | Easley Custom Plastics | RBS | Fee | |||||||||||
2.06 | Hover-Davis | RBS | Fee | |||||||||||
2.07 | Jade Sterling - Ohio | RBS | Fee | |||||||||||
2.08 | TestAmerica - Arvada | RBS | Fee | |||||||||||
2.09 | Paragon Tech | RBS | Fee | |||||||||||
2.10 | MVP Group - Charleston | RBS | Fee | |||||||||||
2.11 | TestAmerica - Savannah | RBS | Fee | |||||||||||
2.12 | TestAmerica - Pensacola | RBS | Fee | |||||||||||
2.13 | Banner Services | RBS | Fee | |||||||||||
2.14 | MVP Group - Mayfield | RBS | Fee | |||||||||||
2.15 | Builders FirstSource | RBS | Fee | |||||||||||
2.16 | SET - North Vernon | RBS | Fee | |||||||||||
2.17 | Progressive Metal | RBS | Fee | |||||||||||
2.18 | Texas Die Casting | RBS | Fee | |||||||||||
2.19 | TestAmerica - Tallahassee | RBS | Fee | |||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | Fee | |||||||||||
3 | Northridge Fashion Center | WFB | Fee | Soft/Springing Cash Management | ||||||||||
4 | Town Center at Cobb | RBS | Fee | Hard/Springing Cash Management | ||||||||||
5 | BJ's Portfolio | RBS | Fee | Hard/Upfront Cash Management | ||||||||||
5.01 | BJ's - Westminster | RBS | Fee | |||||||||||
5.02 | BJ's - Lancaster | RBS | Fee | |||||||||||
5.03 | BJ's - Uxbridge | RBS | Fee | |||||||||||
5.04 | BJ's - Deptford | RBS | Fee | |||||||||||
5.05 | BJ's - Pembroke Pines | RBS | Fee | |||||||||||
5.06 | BJ's - Greenfield | RBS | Fee | |||||||||||
6 | Battelle Campus | WFB | Leasehold | Various | Various | Various | Hard/Upfront Cash Management | |||||||
7 | Plaza on Richmond | RBS | Fee | Hard/Springing Cash Management | ||||||||||
8 | DoubleTree New Orleans | RBS | Fee & Leasehold | 1/1/2032; 1/1/2030 | $139,686; $25,000 | Increases every 10 years with CPI; None | Hard/Springing Cash Management | |||||||
9 | Cole Office Portfolio | WFB | Fee | Hard/Upfront Cash Management | ||||||||||
9.01 | The Medicines Company | WFB | Fee | |||||||||||
9.02 | AGCO Corporation | WFB | Fee | |||||||||||
9.03 | Emdeon Office Center | WFB | Fee | |||||||||||
10 | Bank of America Financial Center | LIG I | Fee | 10/31/2053 | $118,600 | Various | Hard/Springing Cash Management | |||||||
11 | Fair Hill | RBS | Fee & Leasehold | 12/31/2078 | $75,956 base rent plus 2.5% of adjusted gross income in percentage rent | None | Hard/Springing Cash Management | |||||||
12 | US Bank Centre | RBS | Fee | Hard/Springing Cash Management | ||||||||||
13 | Riverstone Marketplace | LIG I | Fee | Hard/Springing Cash Management | ||||||||||
14 | Napa Square | WFB | Fee | Hard/Springing Cash Management | ||||||||||
15 | Holiday Inn Disneyland | WFB | Fee | Soft/Springing Cash Management | ||||||||||
16 | Southern Shopping Center | RBS | Fee | Soft/Springing Cash Management | ||||||||||
17 | 11800 Tech Road | WFB | Fee | Hard/Springing Cash Management | ||||||||||
18 | Mission Village | WFB | Fee | Soft/Springing Cash Management | ||||||||||
19 | Stemmons Office Portfolio | CIIICM | Fee | Soft/Springing Cash Management | ||||||||||
19.01 | 7701 Stemmons | CIIICM | Fee | |||||||||||
19.02 | 8001 Stemmons | CIIICM | Fee | |||||||||||
19.03 | 8101 Stemmons | CIIICM | Fee | |||||||||||
20 | West Slauson Plaza | WFB | Fee | Hard/Springing Cash Management | ||||||||||
21 | Hyatt House | LIG I | Fee | 7/31/2029 | $32,413 | Both lease payments increase annually based on CPI. | Hard/Springing Cash Management | |||||||
22 | Harvest Hill Apartments | WFB | Fee | None | ||||||||||
23 | Ortho Virginia | WFB | Fee | Soft/Springing Cash Management | ||||||||||
24 | SpringHill Suites Alexandria | RBS | Fee | Hard/Springing Cash Management | ||||||||||
25 | Laguna Pavilion | WFB | Fee | Hard/Springing Cash Management | ||||||||||
26 | 75 Commerce Drive | WFB | Fee | Hard/Springing Cash Management | ||||||||||
27 | Orangewood Shadows | WFB | Fee | None | ||||||||||
28 | 249 East Ocean Boulevard | WFB | Fee | Soft/Springing Cash Management | ||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Fee | Hard/Upfront Cash Management | ||||||||||
29.01 | Silgan - Fort Dodge | WFB | Fee | |||||||||||
29.02 | Silgan - Menomonie | WFB | Fee | |||||||||||
29.03 | Silgan - Oconomowoc | WFB | Fee | |||||||||||
30 | Carpenter Plaza | WFB | Fee | Springing (Without Established Account) | ||||||||||
31 | Bay Bridge MHP | CIIICM | Fee | Soft/Springing Cash Management | ||||||||||
32 | Willowbrook I | CIIICM | Fee | Soft/Springing Cash Management | ||||||||||
33 | Holiday Inn Express Alexandria | RBS | Fee | Hard/Springing Cash Management | ||||||||||
34 | Selma Square | WFB | Fee | Soft/Springing Cash Management | ||||||||||
35 | Broadview Gardens | RBS | Fee | Springing (Without Established Account) | ||||||||||
36 | Peppertree Apartments | RBS | Fee | Hard/Springing Cash Management | ||||||||||
37 | Athens Town Center | CIIICM | Fee | Springing (With Established Account) | ||||||||||
38 | Cordele Corner | CIIICM | Fee | Springing (With Established Account) | ||||||||||
39 | Boynton West Shopping Center | WFB | Fee | Springing (Without Established Account) | ||||||||||
40 | Springhill Suites - San Angelo | RBS | Fee | Hard/Springing Cash Management | ||||||||||
41 | Winco Plaza | Basis | Fee | Hard/Springing Cash Management | ||||||||||
42 | Shops at Freedom | RBS | Fee | Hard/Springing Cash Management | ||||||||||
43 | Tower Automotive | WFB | Fee | Hard/Upfront Cash Management | ||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | Fee | |||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | Fee | |||||||||||
44 | Newport Place Building | RBS | Fee | Hard/Springing Cash Management | ||||||||||
45 | NCR Building | RBS | Fee | Hard/Springing Cash Management | ||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | Fee | Soft/Springing Cash Management | ||||||||||
47 | U-Store Self Storage Portfolio | WFB | Fee | None | ||||||||||
47.01 | U-Store - Brighton | WFB | Fee | |||||||||||
47.02 | U-Store - South Lyon | WFB | Fee | |||||||||||
47.03 | U-Store - Saline | WFB | Fee | |||||||||||
47.04 | U-Store Holly | WFB | Fee | |||||||||||
47.05 | U-Store Davison | WFB | Fee | |||||||||||
47.06 | U-Store - Jackson | WFB | Fee | |||||||||||
48 | Creekside Village Apartments | RBS | Fee | Hard/Springing Cash Management | ||||||||||
49 | Portairs Shopping Center | RBS | Fee | Hard/Springing Cash Management | ||||||||||
50 | Jetton Medical Building | WFB | Fee | Soft/Springing Cash Management |
A-1-34 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Ownership Interest(16) | Ground Lease Initial Expiration Date(17) | Annual Ground Rent Payment(17) | Annual Ground Rent Increases(17) | Lockbox | |||||||
51 | Magna International, Inc. | WFB | Fee | Hard/Upfront Cash Management | ||||||||||
52 | Oak Park Ponds Shopping Center | Basis | Fee | Hard/Springing Cash Management | ||||||||||
53 | Westcliff Shopping Center | WFB | Fee | Springing (Without Established Account) | ||||||||||
54 | 2860 Bath Pike | RBS | Fee | Hard/Springing Cash Management | ||||||||||
55 | Liberty Square | CIIICM | Fee | Springing (Without Established Account) | ||||||||||
56 | World Trade Park | WFB | Fee | Soft/Springing Cash Management | ||||||||||
57 | North Academy III | WFB | Fee | None | ||||||||||
58 | Storage Direct | WFB | Fee | Springing (Without Established Account) | ||||||||||
59 | Cordelia Industrial | WFB | Fee | None | ||||||||||
60 | Trojan Storage Sun Valley | WFB | Fee | None | ||||||||||
61 | Marymoor Storage | WFB | Fee | None | ||||||||||
62 | Great Space Storage | RBS | Fee | Soft/Springing Cash Management | ||||||||||
63 | Wildcat II Portfolio | RBS | Fee | Springing (Without Established Account) | ||||||||||
63.01 | Executive House | RBS | Fee | |||||||||||
63.02 | Bellecliff Apartments | RBS | Fee | |||||||||||
63.03 | Edgeley Manor | RBS | Fee | |||||||||||
63.04 | Edgewater South | RBS | Fee | |||||||||||
63.05 | Georgian Manor | RBS | Fee | |||||||||||
63.06 | Viktoria Apartments | RBS | Fee | |||||||||||
64 | Devon Storage | WFB | Fee | None | ||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | Fee | |||||||||||
64.02 | Devon Storage - Clinton | WFB | Fee | |||||||||||
65 | Lakewood Club | RBS | Fee | Springing (Without Established Account) | ||||||||||
66 | Pine Ridge Square | Basis | Fee | Hard/Springing Cash Management | ||||||||||
67 | Bloomfield Medical Village | CIIICM | Fee | Hard/Springing Cash Management | ||||||||||
68 | 1095 Spice Island Drive | WFB | Fee | None | ||||||||||
69 | Lucerne Lakeside | CIIICM | Fee | Soft/Springing Cash Management | ||||||||||
70 | Traditions Apartments - Franklin | RBS | Fee | Springing (Without Established Account) | ||||||||||
71 | Your Extra Attic Vinings | RBS | Fee | Springing (Without Established Account) | ||||||||||
72 | Hartsville Crossing | WFB | Fee | None | ||||||||||
73 | Rite Aid Buffalo | Basis | Fee | Hard/Upfront Cash Management | ||||||||||
74 | Rite Aid Weirton | Basis | Fee | Hard/Upfront Cash Management | ||||||||||
75 | Fair Oaks | CIIICM | Fee | Hard/Springing Cash Management | ||||||||||
76 | Willow Wind | CIIICM | Fee | Springing (Without Established Account) | ||||||||||
77 | Woodlawn Manor MHC | WFB | Fee | None | ||||||||||
78 | Sabo Self Storage | CIIICM | Fee | Hard/Springing Cash Management | ||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | Fee | Hard/Springing Cash Management | ||||||||||
80 | Star & Stripes Storage | WFB | Fee | Hard/Springing Cash Management |
A-1-35 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Whole Loan Cut- off Date Balance | Whole Loan Debt Service | Subordinate Secured Debt Cut-off Date Balance | Whole Loan UW NOI DSCR (x) | Whole Loan UW NCF DSCR (x) | Whole Loan Cut- off Date LTV Ratio | Whole Loan Cut- off Date UW NOI Debt Yield | Whole Loan Cut- off Date UW NCF Debt Yield | Mezzanine Debt Cut-off Date Balance($) | |||||||||||
1 | 100 Church Street | WFB | ||||||||||||||||||||
2 | Brennan Industrial Portfolio | RBS | ||||||||||||||||||||
2.01 | Hannibal | RBS | ||||||||||||||||||||
2.02 | SET - New Boston | RBS | ||||||||||||||||||||
2.03 | TestAmerica - Sacramento | RBS | ||||||||||||||||||||
2.04 | Jade Sterling - Illinois | RBS | ||||||||||||||||||||
2.05 | Easley Custom Plastics | RBS | ||||||||||||||||||||
2.06 | Hover-Davis | RBS | ||||||||||||||||||||
2.07 | Jade Sterling - Ohio | RBS | ||||||||||||||||||||
2.08 | TestAmerica - Arvada | RBS | ||||||||||||||||||||
2.09 | Paragon Tech | RBS | ||||||||||||||||||||
2.10 | MVP Group - Charleston | RBS | ||||||||||||||||||||
2.11 | TestAmerica - Savannah | RBS | ||||||||||||||||||||
2.12 | TestAmerica - Pensacola | RBS | ||||||||||||||||||||
2.13 | Banner Services | RBS | ||||||||||||||||||||
2.14 | MVP Group - Mayfield | RBS | ||||||||||||||||||||
2.15 | Builders FirstSource | RBS | ||||||||||||||||||||
2.16 | SET - North Vernon | RBS | ||||||||||||||||||||
2.17 | Progressive Metal | RBS | ||||||||||||||||||||
2.18 | Texas Die Casting | RBS | ||||||||||||||||||||
2.19 | TestAmerica - Tallahassee | RBS | ||||||||||||||||||||
2.20 | TestAmerica - Corpus Christi | RBS | ||||||||||||||||||||
3 | Northridge Fashion Center | WFB | ||||||||||||||||||||
4 | Town Center at Cobb | RBS | ||||||||||||||||||||
5 | BJ's Portfolio | RBS | ||||||||||||||||||||
5.01 | BJ's - Westminster | RBS | ||||||||||||||||||||
5.02 | BJ's - Lancaster | RBS | ||||||||||||||||||||
5.03 | BJ's - Uxbridge | RBS | ||||||||||||||||||||
5.04 | BJ's - Deptford | RBS | ||||||||||||||||||||
5.05 | BJ's - Pembroke Pines | RBS | ||||||||||||||||||||
5.06 | BJ's - Greenfield | RBS | ||||||||||||||||||||
6 | Battelle Campus | WFB | ||||||||||||||||||||
7 | Plaza on Richmond | RBS | ||||||||||||||||||||
8 | DoubleTree New Orleans | RBS | ||||||||||||||||||||
9 | Cole Office Portfolio | WFB | ||||||||||||||||||||
9.01 | The Medicines Company | WFB | ||||||||||||||||||||
9.02 | AGCO Corporation | WFB | ||||||||||||||||||||
9.03 | Emdeon Office Center | WFB | ||||||||||||||||||||
10 | Bank of America Financial Center | LIG I | ||||||||||||||||||||
11 | Fair Hill | RBS | ||||||||||||||||||||
12 | US Bank Centre | RBS | ||||||||||||||||||||
13 | Riverstone Marketplace | LIG I | ||||||||||||||||||||
14 | Napa Square | WFB | ||||||||||||||||||||
15 | Holiday Inn Disneyland | WFB | ||||||||||||||||||||
16 | Southern Shopping Center | RBS | ||||||||||||||||||||
17 | 11800 Tech Road | WFB | ||||||||||||||||||||
18 | Mission Village | WFB | ||||||||||||||||||||
19 | Stemmons Office Portfolio | CIIICM | ||||||||||||||||||||
19.01 | 7701 Stemmons | CIIICM | ||||||||||||||||||||
19.02 | 8001 Stemmons | CIIICM | ||||||||||||||||||||
19.03 | 8101 Stemmons | CIIICM | ||||||||||||||||||||
20 | West Slauson Plaza | WFB | ||||||||||||||||||||
21 | Hyatt House | LIG I | ||||||||||||||||||||
22 | Harvest Hill Apartments | WFB | ||||||||||||||||||||
23 | Ortho Virginia | WFB | ||||||||||||||||||||
24 | SpringHill Suites Alexandria | RBS | ||||||||||||||||||||
25 | Laguna Pavilion | WFB | ||||||||||||||||||||
26 | 75 Commerce Drive | WFB | ||||||||||||||||||||
27 | Orangewood Shadows | WFB | ||||||||||||||||||||
28 | 249 East Ocean Boulevard | WFB | ||||||||||||||||||||
29 | Silgan Containers Manufacturing Corp. | WFB | ||||||||||||||||||||
29.01 | Silgan - Fort Dodge | WFB | ||||||||||||||||||||
29.02 | Silgan - Menomonie | WFB | ||||||||||||||||||||
29.03 | Silgan - Oconomowoc | WFB | ||||||||||||||||||||
30 | Carpenter Plaza | WFB | ||||||||||||||||||||
31 | Bay Bridge MHP | CIIICM | ||||||||||||||||||||
32 | Willowbrook I | CIIICM | ||||||||||||||||||||
33 | Holiday Inn Express Alexandria | RBS | ||||||||||||||||||||
34 | Selma Square | WFB | ||||||||||||||||||||
35 | Broadview Gardens | RBS | ||||||||||||||||||||
36 | Peppertree Apartments | RBS | ||||||||||||||||||||
37 | Athens Town Center | CIIICM | ||||||||||||||||||||
38 | Cordele Corner | CIIICM | ||||||||||||||||||||
39 | Boynton West Shopping Center | WFB | ||||||||||||||||||||
40 | Springhill Suites - San Angelo | RBS | ||||||||||||||||||||
41 | Winco Plaza | Basis | ||||||||||||||||||||
42 | Shops at Freedom | RBS | ||||||||||||||||||||
43 | Tower Automotive | WFB | ||||||||||||||||||||
43.01 | Tower Automotive - Clinton Township | WFB | ||||||||||||||||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | ||||||||||||||||||||
44 | Newport Place Building | RBS | ||||||||||||||||||||
45 | NCR Building | RBS | ||||||||||||||||||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | ||||||||||||||||||||
47 | U-Store Self Storage Portfolio | WFB | ||||||||||||||||||||
47.01 | U-Store - Brighton | WFB | ||||||||||||||||||||
47.02 | U-Store - South Lyon | WFB | ||||||||||||||||||||
47.03 | U-Store - Saline | WFB | ||||||||||||||||||||
47.04 | U-Store Holly | WFB | ||||||||||||||||||||
47.05 | U-Store Davison | WFB | ||||||||||||||||||||
47.06 | U-Store - Jackson | WFB | ||||||||||||||||||||
48 | Creekside Village Apartments | RBS | ||||||||||||||||||||
49 | Portairs Shopping Center | RBS | ||||||||||||||||||||
50 | Jetton Medical Building | WFB |
A-1-36 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Whole Loan Cut- off Date Balance | Whole Loan Debt Service | Subordinate Secured Debt Cut-off Date Balance | Whole Loan UW NOI DSCR (x) | Whole Loan UW NCF DSCR (x) | Whole Loan Cut- off Date LTV Ratio | Whole Loan Cut- off Date UW NOI Debt Yield | Whole Loan Cut- off Date UW NCF Debt Yield | Mezzanine Debt Cut-off Date Balance($) | |||||||||||
51 | Magna International, Inc. | WFB | ||||||||||||||||||||
52 | Oak Park Ponds Shopping Center | Basis | ||||||||||||||||||||
53 | Westcliff Shopping Center | WFB | ||||||||||||||||||||
54 | 2860 Bath Pike | RBS | ||||||||||||||||||||
55 | Liberty Square | CIIICM | ||||||||||||||||||||
56 | World Trade Park | WFB | ||||||||||||||||||||
57 | North Academy III | WFB | ||||||||||||||||||||
58 | Storage Direct | WFB | ||||||||||||||||||||
59 | Cordelia Industrial | WFB | ||||||||||||||||||||
60 | Trojan Storage Sun Valley | WFB | ||||||||||||||||||||
61 | Marymoor Storage | WFB | ||||||||||||||||||||
62 | Great Space Storage | RBS | ||||||||||||||||||||
63 | Wildcat II Portfolio | RBS | ||||||||||||||||||||
63.01 | Executive House | RBS | ||||||||||||||||||||
63.02 | Bellecliff Apartments | RBS | ||||||||||||||||||||
63.03 | Edgeley Manor | RBS | ||||||||||||||||||||
63.04 | Edgewater South | RBS | ||||||||||||||||||||
63.05 | Georgian Manor | RBS | ||||||||||||||||||||
63.06 | Viktoria Apartments | RBS | ||||||||||||||||||||
64 | Devon Storage | WFB | ||||||||||||||||||||
64.01 | Devon Storage - Ann Arbor | WFB | ||||||||||||||||||||
64.02 | Devon Storage - Clinton | WFB | ||||||||||||||||||||
65 | Lakewood Club | RBS | ||||||||||||||||||||
66 | Pine Ridge Square | Basis | ||||||||||||||||||||
67 | Bloomfield Medical Village | CIIICM | ||||||||||||||||||||
68 | 1095 Spice Island Drive | WFB | ||||||||||||||||||||
69 | Lucerne Lakeside | CIIICM | ||||||||||||||||||||
70 | Traditions Apartments - Franklin | RBS | ||||||||||||||||||||
71 | Your Extra Attic Vinings | RBS | ||||||||||||||||||||
72 | Hartsville Crossing | WFB | ||||||||||||||||||||
73 | Rite Aid Buffalo | Basis | ||||||||||||||||||||
74 | Rite Aid Weirton | Basis | ||||||||||||||||||||
75 | Fair Oaks | CIIICM | ||||||||||||||||||||
76 | Willow Wind | CIIICM | ||||||||||||||||||||
77 | Woodlawn Manor MHC | WFB | ||||||||||||||||||||
78 | Sabo Self Storage | CIIICM | ||||||||||||||||||||
79 | Forrest Hollow Estates MHP | CIIICM | ||||||||||||||||||||
80 | Star & Stripes Storage | WFB |
A-1-37 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Sponsor(18) | Affiliated Sponsors | Mortgage Loan Number | |||||
1 | 100 Church Street | WFB | SL Green Realty Corp. | 1 | ||||||
2 | Brennan Industrial Portfolio | RBS | USIP-Brennan Ventures, LLC | 2 | ||||||
2.01 | Hannibal | RBS | 2.01 | |||||||
2.02 | SET - New Boston | RBS | 2.02 | |||||||
2.03 | TestAmerica - Sacramento | RBS | 2.03 | |||||||
2.04 | Jade Sterling - Illinois | RBS | 2.04 | |||||||
2.05 | Easley Custom Plastics | RBS | 2.05 | |||||||
2.06 | Hover-Davis | RBS | 2.06 | |||||||
2.07 | Jade Sterling - Ohio | RBS | 2.07 | |||||||
2.08 | TestAmerica - Arvada | RBS | 2.08 | |||||||
2.09 | Paragon Tech | RBS | 2.09 | |||||||
2.10 | MVP Group - Charleston | RBS | 2.1 | |||||||
2.11 | TestAmerica - Savannah | RBS | 2.11 | |||||||
2.12 | TestAmerica - Pensacola | RBS | 2.12 | |||||||
2.13 | Banner Services | RBS | 2.13 | |||||||
2.14 | MVP Group - Mayfield | RBS | 2.14 | |||||||
2.15 | Builders FirstSource | RBS | 2.15 | |||||||
2.16 | SET - North Vernon | RBS | 2.16 | |||||||
2.17 | Progressive Metal | RBS | 2.17 | |||||||
2.18 | Texas Die Casting | RBS | 2.18 | |||||||
2.19 | TestAmerica - Tallahassee | RBS | 2.19 | |||||||
2.20 | TestAmerica - Corpus Christi | RBS | 2.2 | |||||||
3 | Northridge Fashion Center | WFB | GGPLP Real Estate | 3 | ||||||
4 | Town Center at Cobb | RBS | Simon Property Group, L.P. | 4 | ||||||
5 | BJ's Portfolio | RBS | Cole Credit Property Trust III, Inc. | Y - Group A | 5 | |||||
5.01 | BJ's - Westminster | RBS | Y - Group A | 5.01 | ||||||
5.02 | BJ's - Lancaster | RBS | Y - Group A | 5.02 | ||||||
5.03 | BJ's - Uxbridge | RBS | Y - Group A | 5.03 | ||||||
5.04 | BJ's - Deptford | RBS | Y - Group A | 5.04 | ||||||
5.05 | BJ's - Pembroke Pines | RBS | Y - Group A | 5.05 | ||||||
5.06 | BJ's - Greenfield | RBS | Y - Group A | 5.06 | ||||||
6 | Battelle Campus | WFB | Michael E. Henry | 6 | ||||||
7 | Plaza on Richmond | RBS | Anwar Barbouti | 7 | ||||||
8 | DoubleTree New Orleans | RBS | David R. Burrus; George J. Newton III | 8 | ||||||
9 | Cole Office Portfolio | WFB | Cole Credit Property Trust III, Inc. | Y - Group A | 9 | |||||
9.01 | The Medicines Company | WFB | Y - Group A | 9.01 | ||||||
9.02 | AGCO Corporation | WFB | Y - Group A | 9.02 | ||||||
9.03 | Emdeon Office Center | WFB | Y - Group A | 9.03 | ||||||
10 | Bank of America Financial Center | LIG I | Unico Investment Group LLC | 10 | ||||||
11 | Fair Hill | RBS | Car M. Freeman Associates, Inc. | 11 | ||||||
12 | US Bank Centre | RBS | Scott Wolstein; Iris Wolstein; James A. Schoff | 12 | ||||||
13 | Riverstone Marketplace | LIG I | The Uhlmann Offices, Inc. | 13 | ||||||
14 | Napa Square | WFB | Harry Price; CDI, Limited Liability Company | 14 | ||||||
15 | Holiday Inn Disneyland | WFB | Howard Wu; Taylor Woods; Frank W. Yuen | 15 | ||||||
16 | Southern Shopping Center | RBS | Robert O. Copeland | 16 | ||||||
17 | 11800 Tech Road | WFB | Marc F. Solomon | 17 | ||||||
18 | Mission Village | WFB | Mark Rubin; Pamela Rubin; The Mark and Pamela Rubin Family Trust | 18 | ||||||
19 | Stemmons Office Portfolio | CIIICM | Lee M. Elman | 19 | ||||||
19.01 | 7701 Stemmons | CIIICM | 19.01 | |||||||
19.02 | 8001 Stemmons | CIIICM | 19.02 | |||||||
19.03 | 8101 Stemmons | CIIICM | 19.03 | |||||||
20 | West Slauson Plaza | WFB | Sterik Limited Partnership | 20 | ||||||
21 | Hyatt House | LIG I | Sandy HSS Group, L.C. | 21 | ||||||
22 | Harvest Hill Apartments | WFB | Michael G. Tombari; Kenneth L. Hatfield | 22 | ||||||
23 | Ortho Virginia | WFB | J. Ryan Lingerfelt | 23 | ||||||
24 | SpringHill Suites Alexandria | RBS | Amit Patel; Vikash Patel | Y - Group B | 24 | |||||
25 | Laguna Pavilion | WFB | John Kontoudakis; Barbara Kontoudakis; John and Barbara Kontoudakis as co-trustees of The Kontoudakis Family Trust | 25 | ||||||
26 | 75 Commerce Drive | WFB | Michael Federman; Nicola Rizzo | 26 | ||||||
27 | Orangewood Shadows | WFB | Charles Keith, Sr.; Esther Keith | 27 | ||||||
28 | 249 East Ocean Boulevard | WFB | Michael S. Adler | 28 | ||||||
29 | Silgan Containers Manufacturing Corp. | WFB | Corporate Property Associates 16 - Global Incorporated | Y - Group C | 29 | |||||
29.01 | Silgan - Fort Dodge | WFB | Y - Group C | 29.01 | ||||||
29.02 | Silgan - Menomonie | WFB | Y - Group C | 29.02 | ||||||
29.03 | Silgan - Oconomowoc | WFB | Y - Group C | 29.03 | ||||||
30 | Carpenter Plaza | WFB | Stuart Frankel | 30 | ||||||
31 | Bay Bridge MHP | CIIICM | George Denney | 31 | ||||||
32 | Willowbrook I | CIIICM | Leon Vahn | 32 | ||||||
33 | Holiday Inn Express Alexandria | RBS | Amit Patel; Vikash Patel | Y - Group B | 33 | |||||
34 | Selma Square | WFB | Harris Toibb; Linda Susan Toibb; HLTT | 34 | ||||||
35 | Broadview Gardens | RBS | Michael Gibbons | Y - Group D | 35 | |||||
36 | Peppertree Apartments | RBS | Patrick Stacker; Linda Stacker; Roger Geyer; Linda Geyer | 36 | ||||||
37 | Athens Town Center | CIIICM | Edward Ross, Scott Ross, Howard Arnberg | Y - Group E | 37 | |||||
38 | Cordele Corner | CIIICM | Edward Ross, Scott Ross, Howard Arnberg | Y - Group E | 38 | |||||
39 | Boynton West Shopping Center | WFB | Kimco Income Operating Partnership, L.P. | 39 | ||||||
40 | Springhill Suites - San Angelo | RBS | Darpan Bhakta; Vinod Bhakta; Hasmukh Patel | 40 | ||||||
41 | Winco Plaza | Basis | Stephen Levy | 41 | ||||||
42 | Shops at Freedom | RBS | Richard F. Lubkin; George Ackerman | 42 | ||||||
43 | Tower Automotive | WFB | Corporate Property Associates 16 - Global Incorporated | Y - Group C | 43 | |||||
43.01 | Tower Automotive - Clinton Township | WFB | Y - Group C | 43.01 | ||||||
43.02 | Tower Automotive - Upper Sandusky | WFB | Y - Group C | 43.02 | ||||||
44 | Newport Place Building | RBS | William C. Summers; Joseph L. Brotherton | Y - Group F | 44 | |||||
45 | NCR Building | RBS | William C. Summers; Joseph L. Brotherton | Y - Group F | 45 | |||||
46 | Hampton Inn Suites Chesapeake Battlefield Blvd | WFB | Mark F. Garcea | 46 | ||||||
47 | U-Store Self Storage Portfolio | WFB | Michael Berger; Steven D. Berger | 47 | ||||||
47.01 | U-Store - Brighton | WFB | 47.01 | |||||||
47.02 | U-Store - South Lyon | WFB | 47.02 | |||||||
47.03 | U-Store - Saline | WFB | 47.03 | |||||||
47.04 | U-Store Holly | WFB | 47.04 | |||||||
47.05 | U-Store Davison | WFB | 47.05 | |||||||
47.06 | U-Store - Jackson | WFB | 47.06 | |||||||
48 | Creekside Village Apartments | RBS | Robert M. Arcand | 48 | ||||||
49 | Portairs Shopping Center | RBS | Mark A. Adame; James L. Boller IV | 49 | ||||||
50 | Jetton Medical Building | WFB | Ted L. Barr; Joseph G. Greulich; Ben Sheridan | 50 |
A-1-38 |
WFRBS Commercial Mortgage Trust 2012-C8 |
ANNEX A-1 — CERTAIN CHARACTERISTICS OF |
THE MORTGAGE LOANS AND MORTGAGED PROPERTIES |
Mortgage Loan Number | Property Name | Mortgage Loan Seller(1) | Sponsor(18) | Affiliated Sponsors | Mortgage Loan Number | |||||
51 | Magna International, Inc. | WFB | Corporate Property Associates 16 - Global Incorporated | Y - Group C | 51 | |||||
52 | Oak Park Ponds Shopping Center | Basis | Marcel Arsenault | 52 | ||||||
53 | Westcliff Shopping Center | WFB | Andrew Greenspan; Richard Birdoff; James J. Houlihan | 53 | ||||||
54 | 2860 Bath Pike | RBS | William A. White; Benjamin I. Cohen | 54 | ||||||
55 | Liberty Square | CIIICM | Elechon Schwartz | 55 | ||||||
56 | World Trade Park | WFB | Isaak Shikhman; Arthur Shikhman | 56 | ||||||
57 | North Academy III | WFB | Ronald Grothe; Kevin Kratt; Christopher Held | 57 | ||||||
58 | Storage Direct | WFB | Richard Squires | 58 | ||||||
59 | Cordelia Industrial | WFB | Michael Jaeger; Robert A. McHugh III; Robert A. McHugh, III, as Trustee of the Robert A. McHugh III Living Trust | 59 | ||||||
60 | Trojan Storage Sun Valley | WFB | Brett A. Henry; Scott A. Henry; John C. Koudsi | 60 | ||||||
61 | Marymoor Storage | WFB | Various | 61 | ||||||
62 | Great Space Storage | RBS | Charles F. Sample; Brian M. Geidner | 62 | ||||||
63 | Wildcat II Portfolio | RBS | Michael Gibbons | Y - Group D | 63 | |||||
63.01 | Executive House | RBS | Y - Group D | 63.01 | ||||||
63.02 | Bellecliff Apartments | RBS | Y - Group D | 63.02 | ||||||
63.03 | Edgeley Manor | RBS | Y - Group D | 63.03 | ||||||
63.04 | Edgewater South | RBS | Y - Group D | 63.04 | ||||||
63.05 | Georgian Manor | RBS | Y - Group D | 63.05 | ||||||
63.06 | Viktoria Apartments | RBS | Y - Group D | 63.06 | ||||||
64 | Devon Storage | WFB | Duncan Goldie-Morrison; Angus Goldie-Morrison | 64 | ||||||
64.01 | Devon Storage - Ann Arbor | WFB | 64.01 | |||||||
64.02 | Devon Storage - Clinton | WFB | 64.02 | |||||||
65 | Lakewood Club | RBS | Michael Gibbons | Y - Group D | 65 | |||||
66 | Pine Ridge Square | Basis | Robert Aikens | 66 | ||||||
67 | Bloomfield Medical Village | CIIICM | Roger Zlotoff | 67 | ||||||
68 | 1095 Spice Island Drive | WFB | Robert C. Mueller; Robert C. Mueller, Trustee of The Robert C. Mueller Revocable Trust | 68 | ||||||
69 | Lucerne Lakeside | CIIICM | Richard O'Brien | 69 | ||||||
70 | Traditions Apartments - Franklin | RBS | Paul Heule | 70 | ||||||
71 | Your Extra Attic Vinings | RBS | Michael V. Gray | 71 | ||||||
72 | Hartsville Crossing | WFB | Ashby R. Hackney; Roby H. Hackney | 72 | ||||||
73 | Rite Aid Buffalo | Basis | Robert Zarin | Y - Group G | 73 | |||||
74 | Rite Aid Weirton | Basis | Robert Zarin | Y - Group G | 74 | |||||
75 | Fair Oaks | CIIICM | Moshe Abramson | 75 | ||||||
76 | Willow Wind | CIIICM | Michael Bloom | 76 | ||||||
77 | Woodlawn Manor MHC | WFB | David S. Worth; Sanford H. Passer | 77 | ||||||
78 | Sabo Self Storage | CIIICM | American Spectrum Realty, Inc. | 78 | ||||||
79 | Forrest Hollow Estates MHP | CIIICM | Bruce Mitchell | 79 | ||||||
80 | Star & Stripes Storage | WFB | Ruben C. Shohet | 80 |
A-1-39 |
WFRBS Commercial Mortgage Trust 2012-C8 | ||||||||||||||||
ANNEX A-1 | ||||||||||||||||
See Annex B to the Prospectus Supplement entitled “Additional Mortgage Loan Information/Definitions”. | ||||||||||||||||
(1) | "WFB" denotes Wells Fargo Bank, National Association, "RBS" denotes The Royal Bank of Scotland plc and RBS Financial Products Inc. ("RBSFP"), "LIG I" denotes Liberty Island Group I LLC, "CIIICM" denotes C-III Commercial Mortgage LLC, and "Basis" denotes Basis Real Estate Capital II, LLC and . RBSFP and the Royal Bank of Scotland plc were co-originators of mortgage loan #2 (Brennan Industrial Portfolio). The Royal Bank of Scotland plc was the sole originator of all other RBS loans. | |||||||||||||||
(2) | Information regarding mortgage loans that are cross-collateralized with other mortgage loans is based upon the individual loan balances, except that the applicable loan-to-value ratio, debt service coverage ratio or debt yield for each such mortgage loan is based upon the ratio or yield (as applicable) for the aggregate indebtedness evidenced by all loans in the group. On an individual basis, without regard to the cross-collateralization feature, any mortgage loan that is part of a cross-collateralized group of mortgage loans may have a higher loan-to-value ratio, lower debt service coverage ratio and/or lower debt yield than is presented herein. Mortgage loan #24 (Springhill Suites Alexandria) and mortgage loan #33 (Holiday Inn Express Alexandria) are cross-collateralized and cross-defaulted at closing because the mortgaged properties are situated on a common tax parcel. The borrower has notified the lender that it intends to have the common tax parcel divided and that such division is anticipated to be completed within six months of loan closing. The mortgage loans are structured such that they may be un-crossed at any time once the tax parcel is separated. Accordingly, all credit metrics are shown for each mortgage loan independently. On an aggregate basis, the cut-off date LTV, balloon LTV, NOI and NCF DSCR, and cut-off date NOI and NCF debt yield for the mortgage loans is 62.2%, 46.4%, 1.74x, 1.58x, 12.1% and 10.9%. | |||||||||||||||
Mortgage loan #73 (Rite Aid Buffalo) and mortgage loan #74 (Rite Aid Weirton) are cross-collateralized and cross-defaulted mortgage loans. On or after May 1, 2013, the cross-collateralization and cross-default provisions of such mortgage loans may be terminated in connection with an assumption of the Rite Aid Buffalo mortgage loan or the Rite Aid Weirton mortgage loan by a third party not affiliated with the borrower and provided that, among other things, (i) all conditions necessary to approve the assumption are satisfied, including, without limitation, payment of a transfer fee equal to 1% of the original amount of the mortgage loan being assumed and receipt of a no downgrade letter from the rating agencies; (ii) the loan-to-value ratio for each mortgaged property is not greater than 65% of the loan-to-value ratio as of the origination date; (iii) the debt service coverage ratio for each mortgaged property for the immediately preceding 6 month period is at least equal to the debt service coverage ratio as of the mortgage loan origination date; (iv) the minimum debt yield for each mortgaged property is not less than 13%; (v) the physical occupancy at each mortgaged property is 100% and (vi) there is no default under the mortgage loan or the lease beyond applicable notice and cure periods. | ||||||||||||||||
(3) | Certain of the mortgage loans that are secured by retail properties do not include parcels ground leased to tenants in the calculation of the total number of square feet of the mortgage loan. | |||||||||||||||
For mortgage loan #10 (Bank of America Financial Center), the borrower-certified rent roll totals 323,128 square feet; however, based on leases in place, the total leasable area totals 324,165 square feet. The lender used the total leasable area. | ||||||||||||||||
For mortgage loan #27 (Orangewood Shadows), the Number of Units excludes 84 pad sites rented to recreational vehicles on a short term basis. UW Revenue attributes $200,000 to the rental of the recreational vehicle sites. | ||||||||||||||||
For mortgage loan #41 (Winco Plaza), the borrower-certified rent roll includes an additional 4,618 square feet of warehouse space that is not considered to be leasable space and was not included in underwriting. | ||||||||||||||||
For mortgage loan #47 (U-Store It Portfolio), the Number of Units measures the total square footage of the property, including 105 recreational vehicle parking spaces. | ||||||||||||||||
For mortgage loan #64 (Devon Storage), the Number of Units for the Devon Storage – Ann Arbor property measures the total square footage of the rentable storage units including 78 recreational vehicle parking spaces. | ||||||||||||||||
For mortgage loan #75 (Fair Oaks), the Number of Units is based on an exclusion of 31,350 square feet of warehouse/storage space, income from which is also excluded. The related mortgaged property has 86,273 total square feet, 54,923 of which is considered rentable retail space. | ||||||||||||||||
For mortgage loan #78 (Sabo Self Storage), the Number of Units includes approximately 18,020 square feet of RV Storage space. | ||||||||||||||||
For mortgage loan #79 (Forrest Hollow Estates MHP), there are 51 pads on which there are borrower/sponsor-owned homes. Those 51 homes are not part of the collateral and were not taken into account in determining the appraised value of the related mortgaged property. The rent from those 51 homes was not taken into account in determining UW NCF or UW NOI. Only the rental income from the applicable pads was taken into account for such purposes. | ||||||||||||||||
(4) | For mortgage loan #1 (100 Church Street), the mortgage loan represents Note A-1 of two pari passu companion loans, which have a combined Cut-off date principal balance of $230,000,000. Note A-2 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit of Measure presented are based on Note A-1 and Note A-2. The Note A-1 mortgage loan is the controlling interest in the two pari passu companion | |||||||||||||||
For mortgage loan #1 (100 Church Street), the Cut-off Date LTV Ratio, LTV Ratio at Maturity or ARD, Cut-off Date UW NOI Debt Yield and Cut-off Date UW NCF Debt Yield are calculated assuming the net combined Note A-1 and Note A-2 loan amount of $230,000,000. Assuming the full $20,000,000 Holdback balance is applied to the balloon balance at maturity, the LTV Ratio at Maturity or ARD is 45.4%. | ||||||||||||||||
For mortgage loan #3 (Northridge Fashion Center), the mortgage loan represents Note A-2 of two pari passu companion loans, which have a combined Cut-off Date principal balance of $246,397,546. Note A-1 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit of Measure presented are based on Note A-1 and Note A-2 combined. The Note A-2 mortgage loan is the non-controlling interest in the two pari passu companion loans. | ||||||||||||||||
For mortgage loan #4 (Town Center at Cobb), the mortgage loan represents Note A-2 of two pari passu companion loans, which have a combined Cut-off Date principal balance as of the Cut-off Date of $200,000,000. Note A-1 is not included in the trust. All LTV, DSCR, Debt Yield and Cut-off Date Balance per Unit of Measure presented are based on Note A-1 and Note A-2. The Note A-1 mortgage loan is the controlling interest in the two pari passu companion loans. |
A-1-40 |
WFRBS Commercial Mortgage Trust 2012-C8 | ||||||||||||||||
ANNEX A-1 | ||||||||||||||||
See Annex B to the Prospectus Supplement entitled “Additional Mortgage Loan Information/Definitions”. |
For mortgage loan #67 (Bloomfield Medical Village), the related mortgaged property is subject to a pending litigation with the applicable township related to whether the occupancy of Renaissance Spa, L.L.C. (which is viewed by the township as a retail use) complies with the zoning ordinance for the related mortgaged property (which is zoned for office use). Notwithstanding the foregoing, Renaissance Spa, L.L.C. has been taken into account in calculating the Occupancy Rate, and the cash flow from its lease has been taken into account in calculating UW NOI and UW NCF, for the related mortgaged property. Without regard to Renaissance Spa, L.L.C., and taking into account a net loan amount of $3,510,000 (i.e., the full Cut-off Date Principal Balance, reduced by a $357,000 cash reserve held by the lender pending satisfaction of certain leasing and debt yield conditions) the Occupancy Rate, UW NOI DSCR, UW NCF DSCR, Cut-off Date UW NOI Debt Yield and Cut-off Date UW NCF Debt Yield would be 78.4%, 1.54x, 1.28x, 11.6% and 9.7%, respectively. Without regard to Renaissance Spa, L.L.C., and based on the full Cut-off Date Principal Balance, the Occupancy Rate, UW NOI DSCR, UW NCF DSCR, Cut-off Date UW NOI Debt Yield and Cut-off Date UW NCF Debt Yield would be 78.4%, 1.54x, 1.28x, 10.6% and 8.8%, respectively. | ||||||||||||||||
(5) | For mortgage loan #5 (BJ's Portfolio), the yield maintenance premium is calculated based on an amount equal to the greater of: (i) 1% of any applicable prepayment; and (ii) the sum of the present values, using a discount rate equal to 50 basis points plus a periodic Treasury yield, of interest payments (assuming an interest rate equal to the difference (if such difference is greater than zero) of (x) the interest rate prior to the ARD and (y) a periodic Treasury yield plus 50 basis points) through maturity date on the principal amount of the loan being prepaid. | |||||||||||||||
For mortgage loan #9 (Cole Office Portfolio), the yield maintenance premium is calculated based on an amount equal to the greater of: (i) 1% of the outstanding principal balance of the loan; and (ii) the excess of the sum of the present values, using a discount rate equal to 25 basis points plus a periodic Treasury yield of principal and interest through maturity date, over the outstanding principal balance. | ||||||||||||||||
For mortgage loan #29 (Silgan Containers Manufacturing Corp.), the single tenant at all three mortgaged properties (371,061 square feet) has a one-time abandonment right with respect to any one of the properties that is no longer necessary for the tenant’s use at any time after April 28, 2014 upon 12 months written notice and payment of the greater of (i) fair market value; or (ii) the sum of the applicable termination value (as defined in the lease) and any prepayment premium. | ||||||||||||||||
For mortgage loans #29 (Silgan Containers Manufacturing Corp.) and #43 (Tower Automotive), in the event the only tenant exercises its purchase option prior to the defeasance lockout release date, borrower shall pay the greater of: (i) 1% of the outstanding principal balance of the loan; and (ii) the excess of the sum of the present value of principal and interest through maturity date over the outstanding principal balance. | ||||||||||||||||
For mortgage loan #30 (Carpenter Plaza), prepayments received after June 1, 2016 are not required to include interest shortfall payments if prepayment is received on or within five days after the monthly payment date. | ||||||||||||||||
(6) | For mortgage loans #29 (Silgan Containers Manufacturing Corp.), #43 (Tower Automotive) and #51 (Magna International, Inc.), the borrower is not required to pay any late charge (i) with respect to the first 2 delinquent payments during any 12 month calendar period, or (ii) with respect to the first 2 delinquent payments following any change by lender to the Monthly Debt Service Payment Amount following notice of such change, however, the borrower is subject to default interest for any delinquent payments. | |||||||||||||||
For mortgage loan #58 (Storage Direct), the lender is only required to provide written notice of monetary default once a year. In addition, if the borrower makes any required payment within 5 days following the lender’s demand, the lender shall waive the related late charge. The borrower is only entitled to one waiver during any 12 month calendar period. | ||||||||||||||||
(7) | For mortgage loan #2 (Brennan Industrial Portfolio), two of the underlying properties, Jade Sterling - Illinois and Jade Sterling - Ohio, are comprised of two non-contiguous parcels that operate as one mortgaged property. The As-Is Appraisal represents a combined valuation. | |||||||||||||||
For mortgage loan #43 (Tower Automotive), the Upper Sandusky property has an “as-is” market value of $922,000 based on a tenant lease option with a floor purchase price of $922,000. If the sales price is less than $922,000 the tenant is required to remit the difference to the borrower. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD, based on the “as-is” market value, are 33.9% and 28.7%, respectively. | ||||||||||||||||
For mortgage loan #50 (Jetton Medical Building), the “as-is” appraised value includes $400,000 attributed to a 0.42 acre pad site available for free release. The Cut-off Date LTV Ratio and LTV Ratio at Maturity or ARD, based on the “as-is” appraised value excluding the pad site, are 66.9% and 54.7%, respectively. | ||||||||||||||||
(8) | In certain cases, mortgage loans may have tenants that have executed leases, but may not be fully paying rent or occupying the related leased premises, that were included in the underwriting. | |||||||||||||||
For mortgage loan #1 (100 Church Street), the largest tenant (372,519 square feet), representing 33.9% of net rentable square feet, executed a lease extension which will commence on November 1, 2013 and expire on March 31, 2034. Under the terms of the lease extension, rent payments are not required from November 1, 2013 until March 31, 2014. Rent payments commence on April 1, 2014 and a $4,708,333 letter of credit is allocated to tenant’s free rent period. The second largest tenant (230,394 square feet), representing 21.0% of net rentable square feet, is not required to make rent payments on 57,817 square feet from February 1, 2012 through February 28, 2013. Rent payments commence on March 1, 2013 and a $1,430,973 letter of credit is allocated to the tenant’s free rent period. The fifth largest tenant (50,661 square feet), representing 4.6% of net rentable square feet, is required to take an additional 13,868 square feet of space between April 2013 and April 2014. There is a $795,099 reserve to cover free and gap rent and a $481,220 guaranty to cover tenant improvements and leasing commissions associated with this lease. | ||||||||||||||||
For mortgage loan #3 (Northridge Fashion Center), the largest tenant (53,936 square feet), representing 8.4% of net rentable square feet, has executed a lease but has not taken occupancy. There is a $6,279,384 reserve to cover outstanding tenant improvements and leasing commissions associated with this lease. | ||||||||||||||||
For mortgage loan #4 (Town Center at Cobb), the third largest tenant (23,081 square feet), representing 4.1% of net rentable square feet, an existing tenant at the property since 2005, executed a new lease expanding their space from 6,179 square feet to 23,081 square feet. The new lease term is scheduled to begin on August 1, 2012. Additionally, the tenant Vans (3,000 square feet), representing 0.5% of net rentable square feet, executed a lease with the lease term scheduled to begin on November 1, 2012. |
A-1-41 |
WFRBS Commercial Mortgage Trust 2012-C8 | ||||||||||||||||
ANNEX A-1 | ||||||||||||||||
See Annex B to the Prospectus Supplement entitled “Additional Mortgage Loan Information/Definitions”. |
For mortgage loan #7 (Plaza on Richmond), the related mortgaged property has vacant space equal to 13.9% of the net rentable area. The borrower has a lease out for signature to a tenant, HH Gregg, to lease the entire vacant space at the Plaza on Richmond Property. Per the appraisal of the mortgaged property, the Uptown Houston/Galleria retail submarket had a 1.4% vacancy rate as of the first quarter of 2012. After grossing up the vacant space based on the terms of the HH Gregg lease, a 5% vacancy was underwritten on all tenants excluding the TJ Maxx tenant which is an investment grade tenant with a lease term beyond the maturity date. The Plaza on Richmond Property is currently 86.1% leased. Additionally, in order to mitigate potential risks associated with the vacant space, the lender has retained a $5,000,000 cash collateral reserve and a $1,000,000 TI/LC reserve. | ||||||||||||||||
For mortgage loan #9 (Cole Office Portfolio), The Medicines Company mortgaged property’s only tenant is paying rent on, but not in occupancy of approximately 48,883 square feet on first two floors of the west wing. A security deposit is in place with a balance of $2.1 million as of March 26, 2012; the balance of the security deposit cannot be reduced below $973,946, which is approximately equal to the underwritten base rent of the unfinished space for one-year ($987,368). The lender has an assignment of this security deposit. | ||||||||||||||||
For mortgage loan #10 (Bank of America Financial Center), 1,468 square feet of occupancy, representing 0.5% of net rentable square feet, includes the borrower’s management company and an additional 934 square feet of occupancy, representing 0.3% of the net rentable square feet is used as a building conference room. No income was attributable to either space. | ||||||||||||||||
For mortgage loan #11 (Fair Hill), two tenants, TD Bank (3,200 square feet) and The Winery at Olney (2,400 square feet), representing 2.9% and 2.2% of net rentable square feet, respectively, have each executed a lease but have not taken occupancy. At closing, the borrower deposited $1,014,090 into an upfront reserve to cover outstanding tenant improvements, leasing commissions, and free rent associated with these leases. | ||||||||||||||||
For mortgage loan #12 (US Bank Centre), the fifth largest tenant (14,572 square feet), representing 6.0% of net rentable square feet, executed a lease with the lease term scheduled to begin on September 1, 2012. At closing, the borrower deposited money into upfront reserves of which $852,747 is to cover outstanding tenant improvements, leasing commissions, and free rent associated with this lease. Additionally, the tenant Department of Education (10,818 square feet), representing 4.4% of net rentable square feet, executed a lease with the lease term scheduled to begin on July 1, 2012. At closing, the borrower deposited money into upfront reserves of which $223,788 is to cover outstanding tenant improvements, leasing commissions, and free rent associated with this lease. | ||||||||||||||||
For mortgage loan #14 (Napa Square), the largest tenant (16,183 square feet), representing 24.6% of net rentable square feet, has $321,285 in rent concessions payable by landlord in 18 monthly installments commencing January 1, 2012 and ending June 1, 2013. At the time the lease was executed, the landlord fully funded the obligation into a third party trust account and the funds are released to the tenant on a monthly basis. As of July 1, 2012, the outstanding balance on the landlord obligation is $189,596. | ||||||||||||||||
For mortgage loan #16 (Southern Shopping Center), the third largest tenant (17,767 square feet), representing 7.2% of net rentable square feet, executed a lease with the lease term scheduled to begin on November 1, 2012. At closing, the borrower deposited money into upfront reserves of which $514,200 is to cover outstanding tenant improvements, leasing commissions, and free rent associated with this lease. Additionally, the tenants Shoe Show (5,005 square feet) and Nina's (3,169 square feet), representing 2.0% and 1.3% of net rentable square feet, respectively, executed leases with lease terms scheduled to begin on August 1, 2012 and September 1, 2012, respectively. At closing, the borrower deposited money into upfront reserves of which $14,200 and $14,100 to cover free rent associated with these leases, respectively. | ||||||||||||||||
For mortgage loan #17 (11800 Tech Road), the fourth largest tenant (11,990 square feet), representing 5.2% of net rentable square feet, has been underwritten as vacant as most of their space is unoccupied and currently being marketed for sublease. | ||||||||||||||||
For mortgage loan #20 (West Slauson Plaza), the third largest tenant (1,500 square feet), representing 1.2% of net rentable square feet, has been underwritten as vacant due to the tenant’s delinquency in paying rent. | ||||||||||||||||
For mortgage loan #23 (Ortho Virginia), the second largest tenant (30,218 square feet), representing 46.9% of net rentable square feet, has not taken occupancy of approximately 24.1% of net rentable square feet. The tenant has been paying rent on the space since November 2011 and is anticipated to take occupancy in August 2012. | ||||||||||||||||
For mortgage loan #28 (249 East Ocean Blvd.), the second largest tenant (9,852 square feet), representing 8.9% of net rentable square feet currently occupies 3,774 square feet at the property, representing 3.4% of net rentable square feet, has executed a lease for 6,078 square feet of expansion space but has not taken occupancy or commenced paying rent. There is a $284,675 reserve to cover outstanding tenant improvements and leasing commissions associated with the expansion. The third largest tenant (7,400 square feet), representing 6.7% of net rentable square feet, has executed a lease for 2,576 square feet of expansion space but has not taken occupancy or commenced paying rent. There is a $141,550 reserve to cover outstanding tenant improvements and leasing commissions associated with the expansion. | ||||||||||||||||
For mortgage loan #39 (Boynton West Shopping Center), the fourth largest tenant (4,000 square feet), representing 2.1% of net rentable square feet, has been underwritten as vacant due to the tenant’s delinquency in paying rent. | ||||||||||||||||
For mortgage loan #41 (Winco Plaza), the fourth largest tenant (4,000 square feet), representing 2.7% of net rentable square feet, may pay percentage rent in lieu of minimum rent equal to 5% of tenant's gross sales if its gross sales for any consecutive twelve month period beginning January 1, 2010 fall below $350,000 (although the tenant will continue to be responsible for its share of CAM costs). Tenant’s right to the foregoing rent relief extends for 12 calendar months at the end of which tenant must, if prior to December 31 2012, revert to full charges. If the end of the tenant’s rent relief period occurs on or after December 31 2012, then tenant has the option to either revert to full charges or terminate the lease with not less than 90 days written notice to landlord. Tenant must continue to pay CAM costs pursuant to the terms of the lease. Tenant has notified the borrower that its sales for the 12-month period ended November 30, 2011 were less than $350,000 and is therefore currently paying percentage rent effective January 1, 2012. While tenant is in occupancy, and has been since 1990, the tenant's space has been underwritten as vacant. | ||||||||||||||||
For mortgage loan #50 (Jetton Medical Building), the largest tenant (34,337 square feet), representing 76.5% of net rentable square feet, has a portion of its space in dark, shell condition. The tenant has been paying rent on the space since the commencement of the lease. There is $275,141.80 in tenant improvement lease allowances held by a third party title company. |
A-1-42 |
WFRBS Commercial Mortgage Trust 2012-C8 | ||||||||||||||||
ANNEX A-1 | ||||||||||||||||
See Annex B to the Prospectus Supplement entitled “Additional Mortgage Loan Information/Definitions”. |
For mortgage loan #52 (Oak Park Ponds Shopping Center) the second largest tenant, representing 25.3% of net rentable square feet, is receiving full abatement of its respective rent though January 8, 2013, although it is currently paying its share of property operating expenses pursuant to its lease. At closing, the borrower deposited $137,718, which is the amount equal to the free rent provided to such tenant from mortgage loan closing through January 8, 2013 (the "Free Rent Reserve"). The Free Rent Reserve is required to be released to the borrower upon acceptable evidence to Lender (including an acceptable tenant estoppel) that such tenant is paying full contractual rent with no further rights of offset, credit or free rent. | ||||||||||||||||
(9) | For mortgage loan #1 (100 Church Street), the largest tenant (372,519 square feet), representing 33.9% of net rentable square feet, has a one-time right to terminate its lease in whole or in part at any time after April 1, 2026 upon 18 months written notice and payment of all rent abatements and unamortized tenant improvements and leasing commissions. The third largest tenant (89,514 square feet), representing 8.1% of net rentable square feet, may terminate its lease at any time on or before April 30, 2018 upon 12 months notice and payment of a $3,585,422 termination fee. | |||||||||||||||
For mortgage loan #3 (Northridge Fashion Center), if fewer than three anchor stores remain leased and open for business (one of which is Macy’s or their suitable replacement) or if occupancy (leased and open for business) for the non-anchored square footage is less than 85% for more than twelve months, the fifth largest tenant (19,455 square feet), representing 3.0% of net rentable square feet, has the option to pay a substitute rent that is 6% of gross sales. Based on year end 2011 sales, substitute rent would be $405,665. The fifth largest tenant may terminate its lease subsequent to paying 12 months of substitute rent on the anniversary date of the commencement of substitute rent. In addition, if the fifth largest tenant’s sales do not exceed $7,000,000 in the lease year beginning January 1, 2013 and ending December 31, 2013, the lease may be terminated upon 180 days written notice and payment of all unamortized tenant improvement costs and leasing commissions. | ||||||||||||||||
For mortgage loan #12 (US Bank Centre), the third largest tenant (34,247 square feet), representing 14.0% of net rentable square feet, has the right to terminate its lease after December 31, 2017 by providing at least 120 days written notice to landlord. The fifth largest tenant (14,572 square feet), representing 6.0% of net rentable square feet, has the right to terminate its lease after the seventh year of the lease term provided that tenant provides at least 12 months written notice to the landlord and pays a termination fee. | ||||||||||||||||
For mortgage loan #14 (Napa Square), the second largest tenant (7,647 square feet), representing 11.6% of net rentable square feet, may terminate its lease on March 31, 2014 upon providing written notice at least 180 days prior notice and payment of all unamortized tenant improvement costs and leasing commissions. The fourth largest tenant (4,129 square feet), representing 6.3% of net rentable square feet, may terminate its lease if the tenant’s gross sales during any 12 month consecutive period are less than $800,000 upon providing 60 days written notice. | ||||||||||||||||
For mortgage loan #19 (Stemmons Office Portfolio), the largest tenant (84,913 square feet), representing 49.0% of net rentable square feet, may terminate its lease of space at the 7701 Stemmons mortgaged property on May 1, 2016 with 120 days’ notice. | ||||||||||||||||
For mortgage loan #19 (Stemmons Office Portfolio), the second largest tenant (83,470 square feet), representing 48.2% of net rentable square feet, may terminate its lease of space at the 7701 Stemmons mortgaged property on May 1, 2016 with 120 days’ notice. | ||||||||||||||||
For mortgage loan #19 (Stemmons Office Portfolio), the sole tenant (109,396 square feet), representing 100.0% of net rentable square feet, may terminate its lease of space at the 8001 Stemmons mortgaged property at any time with 180 days’ notice. | ||||||||||||||||
For mortgage loan #19 (Stemmons Office Portfolio), the sole tenant (58,063 square feet), representing 100.0% of net rentable square feet, may terminate its lease of space at the 8101 Stemmons mortgaged property in June 2013. | ||||||||||||||||
For mortgage loan #25 (Laguna Pavilion), the third largest tenant (8,698 square feet), representing 13.4% of net rentable square feet, may terminate its lease on July 31, 2015 upon 30 days notice if the preceding 12-month’s sales are less than $1,200,000. | ||||||||||||||||
For mortgage loan #37 (Athens Town Center), the third largest tenant (25,312 square feet), representing 12.1% of net rentable square feet, may terminate its lease in the 36th month of its lease term (October 2012) if its sales fall below $2,000,000. Recent 2011 sales were reported at $2,008,996. | ||||||||||||||||
For mortgage loan #38 (Cordele Corner), each of the second, third, fourth and fifth largest tenants (51,234 square feet), representing 42.4% of net rentable square feet, has rent abatement and lease termination rights based upon a co-tenancy clause in each of their respective leases related to one or more other tenants and/or a shadow anchor. | ||||||||||||||||
For mortgage loan #38 (Cordele Corner), the second largest tenant (26,126 square feet), representing 21.6% of net rentable square feet, may terminate its lease if sales during the 49th through 60th months after April 30, 2011 of the lease term (May 2015 to April 2016) are below $1,300,000. 2011 sales were reported at approximately $1.49 million. | ||||||||||||||||
For mortgage loan #38 (Cordele Corner), the fifth largest tenant (6,300 square feet), representing 5.2% of net rentable square feet, may terminate its lease if sales during the 37th through 48th months of the lease term (September 2013 to August 2014) are below $635,000. 2011 sales were reported at approximately $1.14 million. | ||||||||||||||||
For mortgage loan #42 (Shops at Freedom), the largest tenant (34,000 square feet), representing 18.8% of net rentable square feet, has the one-time right to terminate its lease after August 9, 2014 if tenant's gross sales for the twelve month period immediately proceeding such date are below $2,500,000 by providing written notice to the landlord no later than November 9, 2014. | ||||||||||||||||
For mortgage loan #45 (NCR Building), the fifth largest tenant (4,224 square feet), representing 8.9% of net rentable square feet, has the right to terminate its lease after March 31, 2013 provided that the tenant provides at least 9 months of written notice to the landlord and pays a termination fee. | ||||||||||||||||
For mortgage loan #56 (World Trade Park), the fifth largest tenant (10,400 square feet), representing 7.7% of net rentable square feet, has a one-time right to terminate its lease between April 2013 and June 2013 upon providing written notice and payment of all unamortized tenant improvement costs and leasing commissions, at which time the lease will expire 9 months after the notice date. | ||||||||||||||||
For mortgage loan #72 (Hartsville Crossing), the fourth largest tenant (5,000 square feet), representing 7.3% of net rentable area, may terminate its lease upon 60 days written notice if gross sales in any 12 month consecutive period do not exceed $650,000. |
A-1-43 |
WFRBS Commercial Mortgage Trust 2012-C8 | ||||||||||||||||
ANNEX A-1 | ||||||||||||||||
See Annex B to the Prospectus Supplement entitled “Additional Mortgage Loan Information/Definitions”. | ||||||||||||||||
(10) | For mortgage loan #6 (Battelle Campus), the single tenant has multiple leases that expire as follows: 110,280 square feet expire on September 30, 2017 and 229,824 square feet expire on September 30, 2018. | |||||||||||||||
For mortgage loan #10 (Bank of America Financial Center), the largest tenant is subleasing 4,165 square feet until June 30, 2023. |
For mortgage loan #14 (Napa Square), the third largest tenant (4,767 square feet), representing 7.2% of net rentable square feet, subleases its entire space for a total annual base rent of $186,480 ($39.12 per square foot, expiring May 31, 2019). | ||||||||||||||||
For mortgage loan #23 (Ortho Virginia), the second largest tenant (30,218), representing 46.9% of net rentable square feet, has multiple leases that expire as follows: 14,700 square feet expire on August 31, 2018 and 15,518 square feet expire on November 30, 2021. | ||||||||||||||||
For mortgage loan #28 (249 East Ocean Boulevard), the second largest tenant (9,852 square feet), representing 8.9% net rentable square feet, has multiple leases that expire as follows: 6,078 square feet expire December 31, 2013 and 3,774 square feet expire December 31, 2018. | ||||||||||||||||
For mortgage loan #34 (Selma Square), the largest tenant (49,950 square feet), representing 49.1% of net rentable square feet, subleases the entire space for a total annual base rent of $492,008 ($9.85 per square foot, expiring March 31, 2014). | ||||||||||||||||
For mortgage loan #39 (Boynton West Shopping Center), the second largest tenant (51,195 square feet), representing 26.8% of net rentable square feet, subleases 51,195 square feet for a total annual base rent of $614,340 ($12.00 per square foot, expiring November 3, 2015). | ||||||||||||||||
For mortgage loan #50 (Jetton Medical Building), the largest tenant (34,337 square feet), representing 76.5% net rentable square feet, has multiple leases that expire as follows: 5,035 square feet expire May 15, 2017 and 29,212 square feet expire June 30, 2018. | ||||||||||||||||
(11) | For mortgage loan #23 (Ortho Virginia), the largest tenant (34,212 square feet), representing 53.1% of net rentable square feet owns 80% of the borrowing entity and 49% of the surgery center leased by the second largest tenant (30,218 square feet). The surgery center represents 24.1% of net rentable square feet. | |||||||||||||||
For mortgage loan #32 (Willowbrook I), the largest tenant (12,100 square feet), representing 18.1% of net rentable square feet, is substantially owned by an affiliate of the sponsors of the borrower. Such tenant subleases to individual beauty professionals. As of July 2012, 37 of the 67 individual salon units were rented. | ||||||||||||||||
(12) | For mortgage loan #1 (100 Church Street), a Monthly Replacement Reserve of $18,469 will commence on the monthly payment date occurring in July 2014. | |||||||||||||||
For mortgage loan #8 (DoubleTree New Orleans), in the first year of the loan term, the Monthly Replacement Reserve is the difference between the initially collected replacement reserve amount of $400,000 and 1/12th of 4% of the prior year’s gross revenue. Thereafter, the monthly replacement reserve is based on 1/12th of 4% of the prior year’s gross revenue. | ||||||||||||||||
For mortgage loan #15 (Holiday Inn Disneyland), the Monthly Replacement Reserve will be adjusted based on the annual operating statements for the property and will be the greater of the Monthly Replacement Reserve immediately prior to the adjustment and 1/12th of 6% of room revenue from the property for the prior fiscal year. | ||||||||||||||||
For mortgage loan #24 (Springhill Suites Alexandria) and mortgage loan #33 (Holiday Inn Express Alexandria), the Monthly Replacement Reserve is 1/12th of 2% of the prior year’s gross revenue for the first twelve payment dates, 1/12th of 3% of the prior year's gross revenue for the following twelve payment dates, and 1/12th of 4% of the prior year's gross revenue thereafter. | ||||||||||||||||
For mortgage loan #40 (Springhill Suites - San Angelo), the Monthly Replacement Reserve is based on 1/12th of 4% of the prior year’s gross revenue. | ||||||||||||||||
For mortgage loan #46 (Hampton Inn Suites Chesapeake Battlefield Blvd), the Monthly Replacement Reserve will be adjusted based on the annual operating statements for the property and will be the greater of the Monthly Replacement Reserve immediately prior to the adjustment and 1/12th of 4% of room revenue from the property for the prior fiscal year. | ||||||||||||||||
(13) | For mortgage loan #19 (Stemmons Office Portfolio), the Upfront TI/LC Reserve is increased each year on the anniversary of the closing date by $1.00 per square foot ($340,758 per year) until the cap of $1,022,274 is reached. | |||||||||||||||
For mortgage loan #19 (Stemmons Office Portfolio), a sweep commences one year prior to the scheduled expiration of the lease of the sole tenant (109,396 square feet), representing 100.0% of the net rentable square feet, at the 8001 Stemmons mortgaged property (expires December 15, 2013) and will continue until a balance of $1,000,000 is reached. | ||||||||||||||||
For mortgage loan #23 (Ortho Virginia), a Monthly TI/LC Reserve of $5,637.63 will commence on the monthly payment date occurring in June 2016. | ||||||||||||||||
For mortgage loan #37 (Athens Town Center), at such time as the tenants identified as Big Lots, Burke’s Outlet, Goody’s, Farmer’s Home Furniture and Save-A-Lot have renewed their current leases, or the applicable spaces have been re-leased to replacement tenants acceptable to the lender, any balance in the TI/LC Reserve in excess of $125,000 will be returned to the related borrower. | ||||||||||||||||
For mortgage loan #38 (Cordele Corner), the TI/LC Reserve Cap shall be reduced to $300,000 at any time which either i) the leases of the largest (29,772 square feet) and second largest (26,126 square feet) tenants, together representing 46.2% of the net rentable square feet, have been renewed with terms extending at least three years past the loan term or ii) occupancy at the mortgaged property is at or greater than 90%. | ||||||||||||||||
For mortgage loan #72 (Hartsville Crossing), the Monthly TI/LC Reserve will adjust to $2,187.50 after the first 12 monthly debt service payments. | ||||||||||||||||
(14) | For mortgage loan #6 (Battelle Campus), the Monthly Debt Service Reserve will adjust based on the current annual ground rent payments in effect. |
A-1-44 |
WFRBS Commercial Mortgage Trust 2012-C8 | ||||||||||||||||
ANNEX A-1 | ||||||||||||||||
See Annex B to the Prospectus Supplement entitled “Additional Mortgage Loan Information/Definitions”. |
(15) | For mortgage loan #67 (Bloomfield Medical Village), the related mortgaged property is subject to a pending litigation with the applicable township related to whether the occupancy of Renaissance Spa, L.L.C. (which is viewed by the township as a retail use) complies with the zoning ordinance for the related mortgaged property (which is zoned for office use). In connection therewith, the borrower was required to post a reserve with the lender in the amount of $357,000. That amount will be released to the related borrower if, on or before the 2nd anniversary of the related origination date, among other things, the required leasing conditions are satisfied and a 9.75% debt yield is achieved. If such conditions are not satisfied on or before the 2nd anniversary of the related origination date, then (notwithstanding the otherwise applicable prepayment lockout period) the lender may apply the reserve to prepay the subject mortgage loan without any prepayment consideration. | |||||||||||||||
(16) | For mortgage loan #8 (DoubleTree New Orleans), the property is subject to two ground leases, each for a parcel of land adjacent to the parcel on which the hotel operates. One ground lease encumbers a site which is used as a parking lot for the hotel (which additional parking is not required to comply with any applicable legal requirements), while the other ground lease encumbers an adjacent site which is subleased to Pinkberry, a frozen yogurt vendor. | |||||||||||||||
For mortgage loan #11 (Fair Hill), a 10.9-acre portion of the property is subject to a long-term ground lease. This ground-leased portion of the premises encompasses the entire property except for a portion of the parking lot and the parcel on which TD Bank (2.9% of net rentable square footage) operates. | ||||||||||||||||
For Mortgage Loan #21 (Hyatt House), the borrower has a leasehold interest in a canal consisting of two parcels of 0.4 acres and 0.7 acres respectively, owned by the Salt Lake City Corporation. The borrower constructed a pedestrian walkway over such canal, as required by the city in connection with the development of the mortgaged property. The leased parcels do not provide the only access to the mortgaged property. Each ground lease expire July 31, 2029 and each has two, 5-year renewal options. | ||||||||||||||||
(17) | For Mortgage Loan #6 (Battelle Campus), ground lease initial expiration dates are as follows: Information Science Buildings I and II - 9/30/2051; National Security Building - 9/30/2052; Environmental Technology Building - 9/30/2053; User Housing Facility - 9/30/2060. Annual ground rent payments are as follows: Information Science Building I - $15,864; Information Science Building II - $12,732; National Security Building - $16,005; Environmental Technology Building - $16,146; User Housing Facility - $5,495. After the initial period for which rent is set forth in the Lease, rent shall be determined six (6) months prior to the expiration of each five (5) year period thereafter by the Lessee and Lessor, and failing such agreement, rent shall be determined by a panel of three (3) appraisers. Each of Lessor and Lessee shall appoint one appraiser and the third shall be appointed by the other two appraisers. Annual rent shall be nine (9%) percent of fair market value, provided that in no event shall rent increase more than three (3%) percent for the Information Science Building II, National Security Building, Environmental Technology Building and User Housing Facility; and (5%) percent for the Information Science Building I per year. | |||||||||||||||
For Mortgage Loan #10 (Bank of America Financial Center), 4,608 square feet of the total 27,500 square feet of the land beneath the parking garage is subject to a ground lease expiring in 2053. Starting on the first day of the 16th year of the term the minimum monthly rent shall be fixed at an amount equal to the rent as of the last month of the last preceding year of the lease and beginning with the first day of the 17th year and every two years after that the minimum monthly rent shall increase by a factor of the greater of 4% or 1/2 of the percentage increment of the CPI of the immediate preceding 2-year period, times the rent of the preceding year. | ||||||||||||||||
(18) | For mortgage loan #14 (Napa Square), the Sponsor CDI, LLC has pledged the entirety of its 49% beneficial interest in the related borrower to Wells Fargo Bank, N.A. (the "Chadbourne Lender") as additional security for that certain $11,200,000 loan (the "Chadbourne Loan") dated October 27, 2005 and secured by two, stabilized office buildings located in Fairfield, California. The mortgage loan and the Chadbourne Loan are not cross-collateralized or cross-defaulted; however, the Chadbourne Lender's remedies in event of a default under the Chadbourne Loan may result in an approved change of control in the related borrower. | |||||||||||||||
For mortgage loan #61 (Marymoor Storage), the loan sponsors are as follows: Wayne David Ristig and Kathleen Louise Ristig, as Trustees of the Ristig Family Trust; Stephen H. Garrison and Joy J. Garrison, as Trustees of the Luke 19:10 Trust; Stephen H. Garrison, Joy J. Garrison; Wayne David Ristig; Kathleen Louise Ristig. | ||||||||||||||||
A-1-45 |
A-2-1 |
Weighted Average | |||||||||||||||||||||||||||||||||
Percent by | |||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||||||||||||
Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||||||||||||
Loan Seller | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||||||||||||
Wells Fargo Bank, National Association | 36 | $631,626,455 | 48.6 | % | 5.000 | % | 113 | 336 | 1.52 | x | 10.7 | % | 9.9 | % | 61.6 | % | 51.1 | % | |||||||||||||||
The Royal Bank of Scotland(1) | 24 | 513,648,577 | 39.5 | 4.771 | 101 | 348 | 1.84 | 11.5 | 10.5 | 64.9 | 57.6 | ||||||||||||||||||||||
Liberty Island Group I LLC | 3 | 66,707,399 | 5.1 | 4.917 | 119 | 347 | 1.38 | 10.2 | 9.0 | 70.5 | 59.1 | ||||||||||||||||||||||
C-III Commercial Mortgage LLC | 12 | 66,654,424 | 5.1 | 5.279 | 104 | 312 | 1.51 | 12.2 | 10.8 | 62.0 | 50.3 | ||||||||||||||||||||||
Basis Real Estate Capital II, LLC | 5 | 22,313,725 | 1.7 | 5.036 | 101 | 340 | 1.59 | 12.3 | 10.6 | 64.9 | 54.1 | ||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % |
A-2-2 |
Weighted Average | ||||||||||||||||||||||||||||||||||
Percent by | ||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | |||||||||||||||||||||||||||||
Mortgaged | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | ||||||||||||||||||||||||
Property Type | Properties | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | |||||||||||||||||||||||
Retail | 32 | $484,232,263 | 37.2 | % | 4.847 | % | 115 | 351 | 1.62 | x | 10.7 | % | 10.0 | % | 64.3 | % | 54.7 | % | ||||||||||||||||
Anchored | 18 | 229,984,524 | 17.7 | 4.777 | 113 | 354 | 1.53 | 10.7 | 9.7 | 66.7 | 55.7 | |||||||||||||||||||||||
Regional Mall | 2 | 159,331,381 | 12.2 | 4.948 | 114 | 351 | 1.46 | 9.8 | 9.5 | 64.7 | 54.4 | |||||||||||||||||||||||
Single Tenant | 7 | 58,501,147 | 4.5 | 4.579 | 119 | 297 | 2.38 | 12.3 | 11.3 | 56.4 | 55.5 | |||||||||||||||||||||||
Unanchored | 3 | 23,515,077 | 1.8 | 5.250 | 117 | 342 | 1.64 | 12.3 | 11.2 | 59.1 | 48.4 | |||||||||||||||||||||||
Shadow Anchored | 2 | 12,900,134 | 1.0 | 5.327 | 118 | 314 | 1.69 | 13.0 | 11.9 | 62.1 | 48.3 | |||||||||||||||||||||||
Office | 19 | 385,617,913 | 29.6 | 4.928 | 114 | 336 | 1.48 | 10.2 | 9.2 | 61.8 | 52.3 | |||||||||||||||||||||||
CBD | 4 | 215,441,443 | 16.6 | 4.752 | 119 | 360 | 1.34 | 9.4 | 8.4 | 62.4 | 53.5 | |||||||||||||||||||||||
Suburban | 9 | 133,469,806 | 10.3 | 5.235 | 111 | 275 | 1.60 | 11.3 | 10.2 | 60.1 | 48.8 | |||||||||||||||||||||||
Medical | 3 | 23,033,664 | 1.8 | 5.005 | 119 | 359 | 1.52 | 10.7 | 9.8 | 63.5 | 52.3 | |||||||||||||||||||||||
Flex | 3 | 13,673,000 | 1.1 | 4.580 | 59 | 0 | 2.36 | 12.3 | 10.9 | 67.0 | 67.0 | |||||||||||||||||||||||
Industrial | 30 | 178,161,095 | 13.7 | 4.832 | 84 | 318 | 1.99 | 12.1 | 10.8 | 63.3 | 58.6 | |||||||||||||||||||||||
Warehouse | 11 | 61,816,052 | 4.8 | 4.951 | 91 | 274 | 1.90 | 12.6 | 11.2 | 55.7 | 49.9 | |||||||||||||||||||||||
Flex | 8 | 50,270,043 | 3.9 | 5.017 | 110 | 352 | 1.63 | 11.3 | 10.1 | 67.8 | 58.3 | |||||||||||||||||||||||
Manufacturing | 3 | 33,226,000 | 2.6 | 4.580 | 59 | 0 | 2.36 | 12.3 | 10.9 | 67.0 | 67.0 | |||||||||||||||||||||||
Light Industrial | 8 | 32,849,000 | 2.5 | 4.580 | 59 | 0 | 2.36 | 12.3 | 10.9 | 67.0 | 67.0 | |||||||||||||||||||||||
Hospitality | 7 | 113,330,419 | 8.7 | 5.133 | 84 | 314 | 1.77 | 13.8 | 12.3 | 61.3 | 51.0 | |||||||||||||||||||||||
Full Service | 2 | 61,898,918 | 4.8 | 5.037 | 56 | 336 | 1.95 | 14.6 | 13.0 | 58.4 | 53.7 | |||||||||||||||||||||||
Limited Service | 4 | 37,852,488 | 2.9 | 5.340 | 118 | 284 | 1.55 | 12.9 | 11.6 | 63.2 | 46.3 | |||||||||||||||||||||||
Extended Stay | 1 | 13,579,013 | 1.0 | 4.990 | 119 | 299 | 1.61 | 12.7 | 11.3 | 68.9 | 51.6 | |||||||||||||||||||||||
Multifamily | 13 | 52,646,401 | 4.0 | 5.055 | 119 | 330 | 1.61 | 11.9 | 10.9 | 68.6 | 55.1 | |||||||||||||||||||||||
Garden | 10 | 38,691,203 | 3.0 | 5.026 | 118 | 338 | 1.63 | 12.0 | 10.9 | 68.0 | 55.5 | |||||||||||||||||||||||
Senior Housing | 1 | 7,288,958 | 0.6 | 5.100 | 119 | 299 | 1.55 | 11.5 | 11.0 | 68.1 | 51.2 | |||||||||||||||||||||||
Low Rise | 1 | 4,068,689 | 0.3 | 4.970 | 119 | 299 | 1.63 | 13.0 | 11.4 | 71.4 | 53.4 | |||||||||||||||||||||||
Conventional | 1 | 2,597,551 | 0.2 | 5.500 | 119 | 359 | 1.35 | 9.8 | 9.2 | 74.2 | 62.1 | |||||||||||||||||||||||
Self Storage | 15 | 39,767,255 | 3.1 | 5.184 | 118 | 344 | 1.72 | 12.0 | 11.6 | 63.1 | 51.2 | |||||||||||||||||||||||
Self Storage | 15 | 39,767,255 | 3.1 | 5.184 | 118 | 344 | 1.72 | 12.0 | 11.6 | 63.1 | 51.2 | |||||||||||||||||||||||
Manufactured Housing Community | 5 | 27,217,242 | 2.1 | 5.211 | 119 | 356 | 1.52 | 10.3 | 10.1 | 66.6 | 55.0 | |||||||||||||||||||||||
Manufactured Housing Community | 5 | 27,217,242 | 2.1 | 5.211 | 119 | 356 | 1.52 | 10.3 | 10.1 | 66.6 | 55.0 | |||||||||||||||||||||||
Mixed Use | 1 | 19,977,989 | 1.5 | 4.850 | 119 | 359 | 1.43 | 9.4 | 9.0 | 68.7 | 56.2 | |||||||||||||||||||||||
Office/Retail | 1 | 19,977,989 | 1.5 | 4.850 | 119 | 359 | 1.43 | 9.4 | 9.0 | 68.7 | 56.2 | |||||||||||||||||||||||
Total: | 122 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % |
A-2-3 |
Weighted Average | ||||||||||||||||||||||||||||||||||
Percent by | ||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | |||||||||||||||||||||||||||||
Mortgaged | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | ||||||||||||||||||||||||
State | Properties | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | |||||||||||||||||||||||
California | 12 | $241,381,008 | 18.6 | % | 4.992 | % | 101 | 345 | 1.60 | x | 10.7 | % | 9.9 | % | 65.4 | % | 56.1 | % | ||||||||||||||||
Southern | 7 | 188,037,084 | 14.5 | 4.999 | 99 | 341 | 1.60 | 10.8 | 10.0 | 65.2 | 56.1 | |||||||||||||||||||||||
Northern | 5 | 53,343,924 | 4.1 | 4.968 | 110 | 358 | 1.57 | 10.4 | 9.6 | 66.0 | 56.1 | |||||||||||||||||||||||
New York | 3 | 157,128,029 | 12.1 | 4.679 | 117 | 359 | 1.37 | 9.2 | 8.5 | 59.1 | 51.0 | |||||||||||||||||||||||
Washington | 6 | 133,803,574 | 10.3 | 5.240 | 119 | 316 | 1.30 | 10.0 | 9.1 | 68.4 | 53.7 | |||||||||||||||||||||||
Texas | 14 | 112,869,600 | 8.7 | 4.960 | 105 | 323 | 1.51 | 11.2 | 10.3 | 66.1 | 55.2 | |||||||||||||||||||||||
Georgia | 6 | 95,301,643 | 7.3 | 4.814 | 115 | 358 | 1.66 | 10.6 | 10.0 | 62.2 | 54.2 | |||||||||||||||||||||||
Virginia | 6 | 66,441,217 | 5.1 | 4.984 | 119 | 333 | 1.55 | 11.4 | 10.4 | 64.4 | 51.0 | |||||||||||||||||||||||
Maryland | 3 | 63,227,775 | 4.9 | 4.707 | 119 | 360 | 1.64 | 10.1 | 9.4 | 67.8 | 59.2 | |||||||||||||||||||||||
Michigan | 15 | 53,641,242 | 4.1 | 4.988 | 92 | 299 | 2.01 | 14.2 | 12.6 | 53.9 | 46.7 | |||||||||||||||||||||||
New Jersey | 3 | 50,156,098 | 3.9 | 4.853 | 118 | 356 | 2.12 | 11.8 | 10.8 | 56.3 | 53.7 | |||||||||||||||||||||||
Ohio | 12 | 48,083,057 | 3.7 | 4.907 | 109 | 331 | 1.70 | 12.0 | 10.6 | 71.5 | 58.7 | |||||||||||||||||||||||
Louisiana | 1 | 41,954,842 | 3.2 | 4.950 | 59 | 359 | 2.07 | 14.8 | 13.3 | 57.3 | 52.9 | |||||||||||||||||||||||
Florida | 8 | 33,868,811 | 2.6 | 4.632 | 108 | 358 | 2.06 | 12.2 | 11.2 | 61.2 | 54.7 | |||||||||||||||||||||||
North Carolina | 4 | 28,410,875 | 2.2 | 5.010 | 92 | 329 | 1.53 | 12.0 | 10.5 | 63.3 | 53.4 | |||||||||||||||||||||||
South Carolina | 5 | 24,016,075 | 1.8 | 5.139 | 93 | 358 | 1.94 | 12.3 | 11.0 | 66.3 | 60.2 | |||||||||||||||||||||||
Massachusetts | 2 | 21,061,405 | 1.6 | 4.540 | 119 | 0 | 2.40 | 12.1 | 11.1 | 55.9 | 55.9 | |||||||||||||||||||||||
Pennsylvania | 2 | 19,937,408 | 1.5 | 4.781 | 119 | 358 | 2.12 | 11.8 | 10.8 | 59.9 | 56.2 | |||||||||||||||||||||||
Oregon | 2 | 16,029,328 | 1.2 | 4.964 | 119 | 332 | 1.52 | 10.8 | 10.2 | 69.7 | 55.0 | |||||||||||||||||||||||
Utah | 1 | 13,579,013 | 1.0 | 4.990 | 119 | 299 | 1.61 | 12.7 | 11.3 | 68.9 | 51.6 | |||||||||||||||||||||||
Colorado | 2 | 10,929,840 | 0.8 | 4.509 | 91 | 298 | 2.27 | 14.2 | 12.9 | 54.7 | 48.3 | |||||||||||||||||||||||
Arizona | 1 | 10,624,352 | 0.8 | 5.250 | 119 | 359 | 1.40 | 9.5 | 9.3 | 67.2 | 55.8 | |||||||||||||||||||||||
Maine | 1 | 9,490,327 | 0.7 | 5.180 | 119 | 359 | 1.53 | 10.4 | 10.1 | 65.0 | 53.8 | |||||||||||||||||||||||
Illinois | 2 | 9,149,551 | 0.7 | 4.841 | 76 | 359 | 2.07 | 11.6 | 10.4 | 69.0 | 65.6 | |||||||||||||||||||||||
Minnesota | 1 | 6,543,040 | 0.5 | 5.000 | 59 | 359 | 1.58 | 12.1 | 10.2 | 65.4 | 60.4 | |||||||||||||||||||||||
Alabama | 1 | 5,844,001 | 0.4 | 5.150 | 119 | 359 | 1.54 | 13.2 | 10.4 | 69.1 | 55.4 | |||||||||||||||||||||||
Indiana | 2 | 5,572,103 | 0.4 | 4.718 | 97 | 359 | 2.07 | 12.7 | 11.6 | 56.6 | 50.8 | |||||||||||||||||||||||
Wisconsin | 2 | 5,529,204 | 0.4 | 5.160 | 118 | 238 | 1.40 | 12.8 | 11.3 | 45.3 | 28.9 | |||||||||||||||||||||||
Tennessee | 1 | 4,700,000 | 0.4 | 4.730 | 118 | 0 | 2.31 | 12.3 | 11.1 | 51.5 | 51.5 | |||||||||||||||||||||||
Iowa | 1 | 4,424,358 | 0.3 | 5.160 | 118 | 238 | 1.40 | 12.8 | 11.3 | 45.3 | 28.9 | |||||||||||||||||||||||
Nevada | 1 | 3,712,689 | 0.3 | 5.050 | 117 | 357 | 1.47 | 11.8 | 9.6 | 63.0 | 52.1 | |||||||||||||||||||||||
Kentucky | 1 | 2,251,000 | 0.2 | 4.580 | 59 | 0 | 2.36 | 12.3 | 10.9 | 67.0 | 67.0 | |||||||||||||||||||||||
West Virginia | 1 | 1,289,118 | 0.1 | 5.300 | 117 | 297 | 2.00 | 15.4 | 14.5 | 64.6 | 49.0 | |||||||||||||||||||||||
Total/Weighted Average: | 122 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % |
A-2-4 |
Weighted Average | ||||||||||||||||||||||||||||||||||
Percent by | ||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | |||||||||||||||||||||||||||||
Range of Cut-off | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||||||||||||
Date Balances ($) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | |||||||||||||||||||||||
1,289,118 - 2,000,000 | 4 | $5,759,599 | 0.4 | % | 5.431 | % | 118 | 312 | 1.91 | x | 14.4 | % | 13.8 | % | 64.3 | % | 50.1 | % | ||||||||||||||||
2,000,001 - 3,000,000 | 4 | 9,476,003 | 0.7 | 5.363 | 119 | 329 | 1.46 | 11.0 | 10.2 | 71.0 | 56.7 | |||||||||||||||||||||||
3,000,001 - 4,000,000 | 8 | 28,613,757 | 2.2 | 5.137 | 118 | 343 | 1.65 | 12.6 | 10.9 | 59.7 | 48.6 | |||||||||||||||||||||||
4,000,001 - 5,000,000 | 5 | 22,953,725 | 1.8 | 4.876 | 119 | 336 | 1.66 | 11.6 | 10.9 | 67.0 | 52.9 | |||||||||||||||||||||||
5,000,001 - 6,000,000 | 7 | 40,794,437 | 3.1 | 5.108 | 118 | 350 | 1.64 | 12.1 | 10.9 | 62.4 | 51.1 | |||||||||||||||||||||||
6,000,001 - 7,000,000 | 5 | 33,271,813 | 2.6 | 4.988 | 88 | 333 | 1.60 | 12.0 | 10.8 | 62.3 | 53.1 | |||||||||||||||||||||||
7,000,001 - 8,000,000 | 5 | 36,980,367 | 2.8 | 5.156 | 119 | 323 | 1.66 | 12.4 | 11.4 | 66.2 | 51.9 | |||||||||||||||||||||||
8,000,001 - 9,000,000 | 7 | 60,637,045 | 4.7 | 5.086 | 101 | 323 | 1.59 | 12.4 | 11.0 | 61.4 | 50.2 | |||||||||||||||||||||||
9,000,001 - 10,000,000 | 7 | 66,863,896 | 5.1 | 5.010 | 118 | 306 | 1.74 | 13.3 | 12.1 | 59.4 | 45.1 | |||||||||||||||||||||||
10,000,001 - 15,000,000 | 8 | 94,180,324 | 7.2 | 5.092 | 118 | 342 | 1.48 | 10.8 | 9.9 | 66.3 | 54.0 | |||||||||||||||||||||||
15,000,001 - 20,000,000 | 7 | 128,052,276 | 9.8 | 4.952 | 100 | 332 | 1.54 | 11.5 | 10.4 | 63.4 | 53.3 | |||||||||||||||||||||||
20,000,001 - 30,000,000 | 2 | 42,105,062 | 3.2 | 4.986 | 119 | 359 | 1.36 | 9.8 | 8.8 | 72.8 | 59.9 | |||||||||||||||||||||||
30,000,001 - 50,000,000 | 5 | 191,204,842 | 14.7 | 4.783 | 106 | 360 | 1.71 | 11.0 | 10.0 | 64.1 | 57.5 | |||||||||||||||||||||||
50,000,001 - 70,000,000 | 3 | 198,006,055 | 15.2 | 4.983 | 118 | 315 | 1.73 | 10.8 | 10.1 | 61.1 | 52.2 | |||||||||||||||||||||||
80,000,001 - 90,000,000 | 1 | 89,331,381 | 6.9 | 5.097 | 112 | 344 | 1.40 | 9.7 | 9.3 | 66.8 | 55.1 | |||||||||||||||||||||||
90,000,001 - 150,000,000 | 2 | 252,720,000 | 19.4 | 4.636 | 95 | 360 | 1.75 | 10.3 | 9.4 | 62.1 | 57.2 | |||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % |
A-2-5 |
Range of Underwritten Net Cash Flow Debt Service Coverage Ratios | ||||||||||||||||||||||||||||||||||||||
Weighted Average | ||||||||||||||||||||||||||||||||||||||
Percent by | ||||||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | |||||||||||||||||||||||||||||||||
Range of Underwritten | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||||||||||||||||
NCF DSCRs (x) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | |||||||||||||||||||||||||||
1.18 - 1.20 | 1 | $59,896,055 | 4.6 | % | 5.750 | % | 119 | 263 | 1.18 | x | 10.2 | % | 9.5 | % | 66.0 | % | 46.5 | % | ||||||||||||||||||||
1.21 - 1.30 | 1 | 20,128,385 | 1.5 | 4.960 | 119 | 359 | 1.30 | 9.1 | 8.4 | 72.1 | 59.3 | |||||||||||||||||||||||||||
1.31 - 1.40 | 13 | 413,721,688 | 31.8 | 4.891 | 117 | 352 | 1.36 | 9.5 | 8.8 | 64.6 | 54.4 | |||||||||||||||||||||||||||
1.41 - 1.50 | 15 | 145,673,421 | 11.2 | 5.049 | 108 | 334 | 1.45 | 11.0 | 9.8 | 63.9 | 52.9 | |||||||||||||||||||||||||||
1.51 - 1.60 | 22 | 244,999,170 | 18.8 | 4.921 | 114 | 348 | 1.55 | 10.9 | 10.1 | 64.1 | 53.1 | |||||||||||||||||||||||||||
1.61 - 1.70 | 8 | 81,113,630 | 6.2 | 5.172 | 101 | 308 | 1.64 | 13.0 | 11.6 | 65.3 | 53.0 | |||||||||||||||||||||||||||
1.71 - 1.80 | 2 | 5,722,254 | 0.4 | 5.101 | 118 | 358 | 1.76 | 11.8 | 11.5 | 67.6 | 55.9 | |||||||||||||||||||||||||||
1.81 - 1.90 | 4 | 19,478,136 | 1.5 | 4.618 | 98 | 358 | 1.86 | 12.3 | 11.5 | 61.1 | 52.1 | |||||||||||||||||||||||||||
1.91 - 2.00 | 6 | 28,114,298 | 2.2 | 5.085 | 119 | 314 | 1.96 | 14.7 | 13.6 | 66.3 | 51.0 | |||||||||||||||||||||||||||
2.01 - 2.25 | 4 | 60,323,555 | 4.6 | 4.801 | 77 | 353 | 2.09 | 14.8 | 13.3 | 55.9 | 49.5 | |||||||||||||||||||||||||||
2.26 - 2.46 | 4 | 221,779,986 | 17.0 | 4.602 | 91 | 297 | 2.37 | 12.5 | 11.3 | 59.7 | 59.2 | |||||||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % |
A-2-6 |
Range of Underwritten Net Operating Income Debt Yields | |||||||||||||||||||||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||||||||||||||||||||
Percent by | |||||||||||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||||||||||||||||||||||
Range of Underwritten | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | ||||||||||||||||||||||||||||||||
NOI Debt Yields (%) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||||||||||||||||||||||
8.6 - 9.0 | 3 | $225,250,000 | 17.3 | % | 4.678 | % | 119 | 360 | 1.33 | x | 8.9 | % | 8.3 | % | 63.2 | % | 54.1 | % | |||||||||||||||||||||||||
9.1 - 10.0 | 9 | 266,039,946 | 20.4 | 4.929 | 116 | 354 | 1.43 | 9.7 | 9.2 | 66.9 | 56.4 | ||||||||||||||||||||||||||||||||
10.1 - 11.0 | 20 | 250,461,524 | 19.3 | 5.186 | 118 | 335 | 1.42 | 10.4 | 9.6 | 66.0 | 52.4 | ||||||||||||||||||||||||||||||||
11.1 - 12.0 | 16 | 106,044,547 | 8.2 | 5.119 | 114 | 340 | 1.55 | 11.6 | 10.4 | 67.7 | 55.5 | ||||||||||||||||||||||||||||||||
12.1 - 13.0 | 13 | 280,803,669 | 21.6 | 4.695 | 94 | 309 | 2.18 | 12.3 | 11.1 | 60.7 | 57.4 | ||||||||||||||||||||||||||||||||
13.1 - 14.0 | 6 | 50,281,047 | 3.9 | 4.970 | 89 | 295 | 1.66 | 13.7 | 11.7 | 54.0 | 44.5 | ||||||||||||||||||||||||||||||||
14.1 - 15.0 | 5 | 74,223,433 | 5.7 | 5.109 | 63 | 324 | 1.88 | 14.6 | 12.9 | 57.4 | 51.3 | ||||||||||||||||||||||||||||||||
15.1 - 16.0 | 7 | 37,896,428 | 2.9 | 5.265 | 118 | 289 | 1.94 | 15.4 | 14.2 | 61.3 | 45.2 | ||||||||||||||||||||||||||||||||
16.1 - 18.5 | 1 | 9,949,986 | 0.8 | 4.730 | 117 | 297 | 2.46 | 18.5 | 16.9 | 44.2 | 32.9 | ||||||||||||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % |
A-2-7 |
Range of Underwritten Net Cash Flow Debt Yields | |||||||||||||||||||||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||||||||||||||||||||
Percent by | |||||||||||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||||||||||||||||||||||
Range of Underwritten | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | ||||||||||||||||||||||||||||||||
NCF Debt Yields (%) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||||||||||||||||||||||
8.2 - 9.0 | 8 | $316,901,428 | 24.4 | % | 4.735 | % | 119 | 360 | 1.34 | x | 9.1 | % | 8.4 | % | 65.2 | % | 55.5 | % | |||||||||||||||||||||||||
9.1 - 10.0 | 24 | 428,157,811 | 32.9 | 5.088 | 116 | 342 | 1.43 | 10.2 | 9.5 | 65.8 | 53.7 | ||||||||||||||||||||||||||||||||
10.1 - 11.0 | 19 | 220,817,757 | 17.0 | 4.865 | 87 | 339 | 1.93 | 11.9 | 10.7 | 66.7 | 60.4 | ||||||||||||||||||||||||||||||||
11.1 - 12.0 | 14 | 192,418,584 | 14.8 | 4.812 | 113 | 294 | 2.04 | 12.4 | 11.3 | 56.5 | 50.7 | ||||||||||||||||||||||||||||||||
12.1 - 13.0 | 5 | 51,477,771 | 4.0 | 5.057 | 77 | 295 | 1.74 | 14.0 | 12.4 | 54.5 | 46.4 | ||||||||||||||||||||||||||||||||
13.1 - 14.0 | 4 | 56,014,907 | 4.3 | 4.955 | 74 | 347 | 2.06 | 14.9 | 13.4 | 60.3 | 52.9 | ||||||||||||||||||||||||||||||||
14.1 - 15.0 | 5 | 25,212,335 | 1.9 | 5.429 | 117 | 276 | 1.90 | 15.5 | 14.4 | 56.9 | 41.0 | ||||||||||||||||||||||||||||||||
15.1 - 16.9 | 1 | 9,949,986 | 0.8 | 4.730 | 117 | 297 | 2.46 | 18.5 | 16.9 | 44.2 | 32.9 | ||||||||||||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % | |||||||||||||||||||||||||
A-2-8 |
Range of Loan-to-Value Ratios as of the Cut-off Date | |||||||||||||||||||||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||||||||||||||||||||
Percent by | |||||||||||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||||||||||||||||||||||
Range of Cut-off | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | ||||||||||||||||||||||||||||||||
Date LTV Ratios (%) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||||||||||||||||||||||
34.8 - 35.0 | 1 | $8,460,970 | 0.7 | % | 5.250 | % | 58 | 238 | 1.49 | x | 13.7 | % | 12.1 | % | 34.8 | % | 29.4 | % | |||||||||||||||||||||||||
40.1 - 45.0 | 2 | 15,928,826 | 1.2 | 4.625 | 117 | 297 | 2.36 | 17.4 | 16.0 | 44.4 | 32.9 | ||||||||||||||||||||||||||||||||
45.1 - 50.0 | 2 | 16,907,937 | 1.3 | 5.345 | 105 | 238 | 1.45 | 13.3 | 11.9 | 47.2 | 32.7 | ||||||||||||||||||||||||||||||||
50.1 - 55.0 | 6 | 78,042,350 | 6.0 | 4.842 | 106 | 298 | 2.00 | 12.9 | 11.4 | 51.6 | 47.2 | ||||||||||||||||||||||||||||||||
55.1 - 60.0 | 6 | 279,393,739 | 21.5 | 4.748 | 110 | 354 | 1.72 | 10.9 | 10.0 | 57.9 | 51.8 | ||||||||||||||||||||||||||||||||
60.1 - 65.0 | 20 | 234,507,197 | 18.0 | 4.958 | 110 | 342 | 1.58 | 11.3 | 10.5 | 62.4 | 51.9 | ||||||||||||||||||||||||||||||||
65.1 - 70.0 | 28 | 445,260,413 | 34.2 | 5.048 | 103 | 332 | 1.64 | 10.9 | 10.0 | 67.1 | 56.8 | ||||||||||||||||||||||||||||||||
70.1 - 74.2 | 15 | 222,449,147 | 17.1 | 4.847 | 117 | 355 | 1.43 | 10.0 | 9.1 | 71.9 | 60.5 | ||||||||||||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % | |||||||||||||||||||||||||
A-2-9 |
Range of Loan-to-Value Ratios as of the Maturity Date | |||||||||||||||||||||||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||||||||||||||||||||||
Percent by | |||||||||||||||||||||||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||||||||||||||||||||||
Range of Balloon | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | ||||||||||||||||||||||||||||||||
LTV Ratios (%) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||||||||||||||||||||||
28.9 - 30.0 | 2 | $18,414,532 | 1.4 | % | 5.201 | % | 90 | 238 | 1.44 | x | 13.2 | % | 11.7 | % | 40.5 | % | 29.1 | % | |||||||||||||||||||||||||
30.1 - 35.0 | 2 | 15,928,826 | 1.2 | 4.625 | 117 | 297 | 2.36 | 17.4 | 16.0 | 44.4 | 32.9 | ||||||||||||||||||||||||||||||||
35.1 - 40.0 | 3 | 19,856,281 | 1.5 | 5.781 | 106 | 249 | 1.55 | 14.8 | 13.0 | 54.6 | 39.0 | ||||||||||||||||||||||||||||||||
40.1 - 45.0 | 4 | 33,048,182 | 2.5 | 4.927 | 88 | 298 | 1.68 | 13.6 | 11.8 | 51.7 | 42.8 | ||||||||||||||||||||||||||||||||
45.1 - 50.0 | 11 | 130,927,624 | 10.1 | 5.351 | 119 | 295 | 1.44 | 11.2 | 10.5 | 63.5 | 47.2 | ||||||||||||||||||||||||||||||||
50.1 - 55.0 | 28 | 480,469,178 | 36.9 | 4.850 | 113 | 352 | 1.60 | 10.9 | 10.0 | 61.2 | 52.2 | ||||||||||||||||||||||||||||||||
55.1 - 60.0 | 21 | 352,689,165 | 27.1 | 4.940 | 112 | 349 | 1.63 | 10.6 | 9.8 | 65.5 | 56.4 | ||||||||||||||||||||||||||||||||
60.1 - 65.0 | 7 | 138,417,268 | 10.6 | 4.844 | 116 | 360 | 1.42 | 9.9 | 8.9 | 71.8 | 62.0 | ||||||||||||||||||||||||||||||||
65.1 - 67.0 | 2 | 111,199,523 | 8.5 | 4.590 | 59 | 358 | 2.30 | 12.3 | 10.8 | 67.4 | 66.9 | ||||||||||||||||||||||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920 | % | 108 | 339 | 1.64 | x | 11.1 | % | 10.1 | % | 63.4 | % | 54.1 | % | |||||||||||||||||||||||||
A-2-10 |
WFRBS Commercial Mortgage Trust 2012-C8 Annex A-2: Loan Pool Information Range of Mortgage Rates |
Weighted Average | |||||||||||||||||||||||
Percent by | |||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||
Range of Mortgage Rates (%) | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||
4.250 - 4.500 | 3 | $21,429,635 | 1.6 | % | 4.306% | 100 | 341 | 2.05x | 14.0% | 12.6% | 54.5% | 45.1% | |||||||||||
4.501 - 4.750 | 14 | 526,022,735 | 40.4 | 4.648 | 106 | 358 | 1.80 | 10.7 | 9.8 | 62.2 | 56.5 | ||||||||||||
4.751 - 5.000 | 23 | 334,774,760 | 25.7 | 4.876 | 110 | 350 | 1.60 | 11.3 | 10.3 | 65.6 | 55.0 | ||||||||||||
5.001 - 5.250 | 19 | 243,958,784 | 18.8 | 5.127 | 104 | 327 | 1.48 | 11.2 | 10.2 | 63.4 | 52.2 | ||||||||||||
5.251 - 5.500 | 12 | 63,755,910 | 4.9 | 5.395 | 118 | 335 | 1.59 | 12.0 | 11.1 | 64.4 | 52.1 | ||||||||||||
5.501 - 5.750 | 7 | 100,753,538 | 7.7 | 5.702 | 116 | 287 | 1.28 | 10.8 | 9.9 | 64.2 | 47.9 | ||||||||||||
5.751 - 6.000 | 1 | 1,347,480 | 0.1 | 5.910 | 118 | 358 | 1.69 | 12.5 | 12.0 | 63.1 | 53.5 | ||||||||||||
6.001 - 6.130 | 1 | 8,907,738 | 0.7 | 6.130 | 115 | 235 | 1.61 | 15.6 | 14.2 | 59.8 | 39.8 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-11 |
Range of Original Terms to Maturity | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Percent by | |||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Range of Original Terms to Maturity (mos.) | Mortgage Loans | Aggregate Cut-off Date Balance ($) | Cut-off Date Pool Balance (%) | Mortgage Rate (%) | Term to Maturity (mos.) | Amortization Term (mos.) | U/W NCF DSCR (x) | Debt Yield (%) | Debt Yield (%) | Cut-off Date LTV (%) | Balloon LTV (%) | ||||||||||||
60 | 8 | $211,289,477 | 16.2 | % | 4.795% | 58 | 318 | 2.06x | 13.2% | 11.6% | 62.0% | 59.2% | |||||||||||
85 - 120 | 71 | 1,000,329,722 | 76.9 | 4.931 | 118 | 341 | 1.57 | 10.8 | 9.9 | 63.4 | 53.0 | ||||||||||||
121 - 128 | 1 | 89,331,381 | 6.9 | 5.097 | 112 | 344 | 1.40 | 9.7 | 9.3 | 66.8 | 55.1 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-12 |
Range of Remaining Terms to Maturity as of the Cut-off Date | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Range of Remaining Terms to Maturity (mos.) | Percent by | ||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage Loans | Aggregate Cut-off Date Balance ($) | Cut-off Date Pool Balance (%) | Mortgage Rate (%) | Term to Maturity (mos.) | Amortization Term (mos.) | U/W NCF DSCR (x) | Debt Yield (%) | Debt Yield (%) | Cut-off Date LTV (%) | Balloon LTV (%) | |||||||||||||
49 - 60 | 8 | $211,289,477 | 16.2 | % | 4.795% | 58 | 318 | 2.06x | 13.2% | 11.6% | 62.0% | 59.2% | |||||||||||
85 - 120 | 72 | 1,089,661,104 | 83.8 | 4.945 | 118 | 342 | 1.56 | 10.7 | 9.9 | 63.7 | 53.1 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-13 |
Range of Original Amortization Terms | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Range of Original Amortization Terms (mos.) | Percent by | ||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage Loans | Aggregate Cut-off Date Balance ($) | Cut-off Date Pool Balance (%) | Mortgage Rate (%) | Term to Maturity (mos.) | Amortization Term (mos.) | U/W NCF DSCR (x) | Debt Yield (%) | Debt Yield (%) | Cut-off Date LTV (%) | Balloon LTV (%) | |||||||||||||
Non-Amortizing | 3 | $211,830,000 | 16.3 | % | 4.596% | 90 | 0 | 2.36x | 12.2% | 11.0% | 60.4% | 60.4% | |||||||||||
240 | 5 | 50,989,094 | 3.9 | 5.409 | 84 | 238 | 1.49 | 14.0 | 12.3 | 48.6 | 36.7 | ||||||||||||
241 - 300 | 21 | 196,529,437 | 15.1 | 5.290 | 112 | 287 | 1.56 | 12.6 | 11.4 | 63.6 | 47.9 | ||||||||||||
301 - 360 | 51 | 841,602,049 | 64.7 | 4.886 | 113 | 358 | 1.49 | 10.3 | 9.5 | 65.0 | 55.0 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-14 |
Range of Remaining Amortization Terms as of the Cut-off Date(1) | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Range of Remaining Amortization Terms (mos.) | Percent by | ||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage Loans | Aggregate Cut-off Date Balance ($) | Cut-off Date Pool Balance (%) | Mortgage Rate (%) | Term to Maturity (mos.) | Amortization Term (mos.) | U/W NCF DSCR (x) | Debt Yield (%) | Debt Yield (%) | Cut-off Date LTV (%) | Balloon LTV (%) | |||||||||||||
Non-Amortizing | 3 | $211,830,000 | 16.3 | % | 4.596% | 90 | 0 | 2.36x | 12.2% | 11.0% | 60.4% | 60.4% | |||||||||||
235 - 240 | 5 | 50,989,094 | 3.9 | 5.409 | 84 | 238 | 1.49 | 14.0 | 12.3 | 48.6 | 36.7 | ||||||||||||
241 - 300 | 21 | 196,529,437 | 15.1 | 5.290 | 112 | 287 | 1.56 | 12.6 | 11.4 | 63.6 | 47.9 | ||||||||||||
301 - 360 | 51 | 841,602,049 | 64.7 | 4.886 | 113 | 358 | 1.49 | 10.3 | 9.5 | 65.0 | 55.0 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% | |||||||||||
(1)The remaining amortization term shown for any mortgage loan that is interest-only for part of its term does not include the number of months in its interest-only period and reflects only the number of months as of the commencement of amortization remaining from the end of such interest-only period. |
A-2-15 |
Mortgage Loans by Amortization Type | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Percent by | |||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||
Amortization Type | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||
Amortizing Balloon | 69 | $724,945,580 | 55.7 | % | 5.112% | 108 | 329 | 1.55x | 11.6% | 10.6% | 63.8% | 51.6% | |||||||||||
Interest-only, Amortizing Balloon | 8 | 364,175,000 | 28.0 | 4.727 | 119 | 360 | 1.39 | 9.4 | 8.7 | 64.4 | 55.3 | ||||||||||||
Interest-only, ARD | 2 | 109,110,000 | 8.4 | 4.611 | 119 | 0 | 2.37 | 12.2 | 11.1 | 54.2 | 54.2 | ||||||||||||
Interest-only, Balloon | 1 | 102,720,000 | 7.9 | 4.580 | 59 | 0 | 2.36 | 12.3 | 10.9 | 67.0 | 67.0 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-16 |
Mortgage Loans by Financing Purpose | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Percent by | |||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||
Loan Purpose | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||
Refinance | 64 | $980,780,204 | 75.4 | % | 4.966% | 112 | 339 | 1.50x | 10.8% | 9.9% | 63.7% | 52.5% | |||||||||||
Acquisition | 16 | 320,170,376 | 24.6 | 4.780 | 95 | 340 | 2.08 | 12.0 | 10.8 | 62.7 | 59.1 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-17 |
Mortgage Loans by Lockbox Type | |||||||||||||||||||||||
Weighted Average | |||||||||||||||||||||||
Percent by | |||||||||||||||||||||||
Number of | Aggregate | Remaining | Remaining | U/W NOI | U/W NCF | ||||||||||||||||||
Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Term to | Amortization | U/W NCF | Debt | Debt | Cut-off Date | Balloon | |||||||||||||
Type of Lockbox | Loans | Date Balance ($) | Pool Balance (%) | Rate (%) | Maturity (mos.) | Term (mos.) | DSCR (x) | Yield (%) | Yield (%) | LTV (%) | LTV (%) | ||||||||||||
Hard/Springing Cash Management | 33 | $720,531,725 | 55.4 | % | 4.836% | 105 | 353 | 1.60x | 10.6% | 9.7% | 65.1% | 56.4% | |||||||||||
Soft/Springing Cash Management | 15 | 243,025,397 | 18.7 | 5.050 | 106 | 335 | 1.49 | 10.9 | 10.0 | 64.4 | 53.2 | ||||||||||||
Hard/Upfront Cash Management | 8 | 197,411,109 | 15.2 | 5.058 | 115 | 257 | 1.88 | 11.8 | 10.8 | 56.5 | 48.9 | ||||||||||||
None | 11 | 66,208,886 | 5.1 | 5.010 | 118 | 347 | 1.68 | 11.8 | 11.1 | 63.4 | 52.4 | ||||||||||||
Springing (Without Established Account) | 11 | 64,784,184 | 5.0 | 4.832 | 112 | 332 | 1.89 | 13.6 | 12.4 | 61.6 | 49.3 | ||||||||||||
Springing (With Established Account) | 2 | 8,989,279 | 0.7 | 5.150 | 119 | 338 | 1.54 | 13.2 | 10.4 | 69.1 | 55.4 | ||||||||||||
Total/Weighted Average: | 80 | $1,300,950,580 | 100.0 | % | 4.920% | 108 | 339 | 1.64x | 11.1% | 10.1% | 63.4% | 54.1% |
A-2-18 |
Mortgage Loans by Escrow Type | ||||||||||||||||||
Initial | Monthly | Springing | ||||||||||||||||
Percent by | Percent by | Percent by | ||||||||||||||||
Number of | Aggregate | Number of | Aggregate | Number of | Aggregate | |||||||||||||
Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Aggregate Cut-off | Cut-off Date | Mortgage | Aggregate Cut-off | Cut-off Date | ||||||||||
Type of Escrow | Loans | Date Balance ($) | Pool Balance (%) | Loans | Date Balance ($) | Pool Balance (%) | Loans | Date Balance ($) | Pool Balance (%) | |||||||||
Tax Escrow | 66 | $784,441,433 | 60.3% | 68 | $802,457,940 | 61.7% | 11 | $457,492,640 | 35.2% | |||||||||
Insurance Escrow | 50 | 613,306,444 | 47.1 | 52 | 606,521,567 | 46.6 | 27 | 653,429,013 | 50.2 | |||||||||
Replacement Reserve | 28 | 318,018,484 | 24.4 | 67 | 796,479,100 | 61.2 | 13 | 377,828,798 | 29.0 | |||||||||
TI/LC Reserve(1) | 22 | 437,969,045 | 41.0 | 33 | 447,286,347 | 41.9 | 9 | 246,185,353 | 23.1 | |||||||||
(1)The percentage of Cut-off Date Pool Balance for loans with TI/LC reserves is based on the aggregate principal balance of office, retail, mixed-use and industrial properties. |
A-2-19 |
Percentage of Mortgage Pool by Prepayment Restriction(1)(2) | ||||||||||||||||||||||||||||||||||||||||||||
August | August | August | August | August | August | August | August | August | August | August | ||||||||||||||||||||||||||||||||||
Prepayment Restriction | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | |||||||||||||||||||||||||||||||||
Locked Out | 100.00 | % | 100.00 | % | 5.22 | % | 4.55 | % | 0.54 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||||||||||||
Defeasance | 0.00 | 0.00 | 75.04 | 75.09 | 73.37 | 81.02 | 80.82 | 80.06 | 80.27 | 71.98 | 0.00 | |||||||||||||||||||||||||||||||||
Yield Maintenance | 0.00 | 0.00 | 19.73 | 20.37 | 24.63 | 18.98 | 19.18 | 19.39 | 19.73 | 19.98 | 0.00 | |||||||||||||||||||||||||||||||||
Prepayment Premium | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||||||||||
Open | 0.00 | 0.00 | 0.00 | 0.00 | 1.47 | 0.00 | 0.00 | 0.55 | 0.00 | 8.04 | 0.00 | |||||||||||||||||||||||||||||||||
Total: | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 100.00 | % | 0.00 | % | ||||||||||||||||||||||
Mortgage Pool Balance | ||||||||||||||||||||||||||||||||||||||||||||
Outstanding (in millions) | $1,300.95 | $1,288.52 | $1,274.48 | $1,255.86 | $1,235.84 | $1,014.75 | $995.09 | $974.40 | $947.69 | $925.09 | $0.00 | |||||||||||||||||||||||||||||||||
Percent of Aggregate | ||||||||||||||||||||||||||||||||||||||||||||
Cut-off Date Pool Balance | 100.00 | % | 99.04 | % | 97.97 | % | 96.53 | % | 95.00 | % | 78.00 | % | 76.49 | % | 74.90 | % | 72.85 | % | 71.11 | % | 0.00 | % | ||||||||||||||||||||||
(1) Prepayment provisions in effect as a percentage of outstanding Mortgage Loan balances as of the indicated date assuming no prepayments on the Mortgage Loans, if any. | ||||||||||||||||||||||||||||||||||||||||||||
(2) Assumes yield maintenance for each Mortgage Loan with the option to defease or pay yield maintenance. |
A-2-20 |
A-3-1 |
100 CHURCH STREET |
A-3-2 |
100 CHURCH STREET |
A-3-3 |
100 Church Street | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | ||||
Original Principal Balance(1): | $150,000,000 | Specific Property Type: | CBD | ||||
Cut-off Date Principal Balance(1): | $150,000,000 | Location: | New York, NY | ||||
% of Initial Pool Balance: | 11.5% | Size: | 1,099,455 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Unit/SF(1): | $209.19 | ||||
Borrower Name: | 100 Church Fee Owner LLC | ||||||
Sponsor: | SL Green Realty Corp. | Year Built/Renovated: | 1958/2012 | ||||
Mortgage Rate: | 4.675% | Occupancy %(7): | 84.4% | ||||
Note Date: | June 15, 2012 | Occupancy % Source Date: | May 31, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | July 1, 2022 | Property Manager: | SLG Management Company LLC | ||||
IO Period: | 24 months | ||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of)(8): | $7,736,015 (12/31/2010) | ||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of)(8): | $9,417,449 (12/31/2011) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of)(8): | $12,964,358 (TTM 5/31/2012) | ||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $34,666,141 | ||||
Call Protection: | L(25),D(91),O(4) | U/W Expenses: | $14,014,379 | ||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI(8): | $20,651,762 | ||||
Additional Debt(1): | Yes | U/W NCF(8): | $19,040,909 | ||||
Additional Debt Type(1): | Pari Passu | U/W NOI DSCR(1): | 1.45x | ||||
U/W NCF DSCR(1): | 1.33x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield(1): | 9.0% | |||||
U/W NCF Debt Yield(1): | 8.3% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value(9): | $391,000,000 | ||
Taxes(2) | $0 | Springing | NAP | As-Is Appraisal Valuation Date: | April 11, 2012 | ||
Insurance(3) | $0 | Springing | NAP | Cut-off Date LTV Ratio(1)(9): | 58.8% | ||
Replacement Reserves(4) | $0 | Springing | $443,256 | LTV Ratio at Maturity or ARD(1)(9): | 50.5% | ||
Tenants Specific Letter of Credit(5) | $39,440,494 | $0 | NAP | ||||
Earnout Letter of Credit(6) | $20,000,000 | $0 | NAP | ||||
(1) | The 100 Church Street Mortgage Loan Combination, totaling $230,000,000, is comprised of two pari passu components (Notes A-1 and A-2). Note A-1, (the “100 Church Street Mortgage Loan”), had an original balance of $150,000,000, has an outstanding principal balance as of the Cut-off Date of $150,000,000 and will be contributed to the WFRBS 2012-C8 Trust. Note A-2, (the “100 Church Street Pari Passu Companion Mortgage Loan”) had an original balance of $80,000,000 and is expected to be contributed to a future trust. All presented statistical information related to balances per square foot, LTV, DSCR and debt yields are based on the 100 Church Street Mortgage Loan Combination. See also pledge described in “Assumption” below. |
(2) | Monthly tax deposits are not required as long as no event of default has occurred and is continuing and the borrower has provided the lender with proof of full payment within a timely manner. |
(3) | Monthly insurance escrows are not required as long as no event of default has occurred and is continuing and the borrower provides satisfactory evidence that the property is insured in accordance with the loan documents. |
(4) | Monthly deposits of $18,469 will commence July 1, 2014, subject to a cap of $443,256. |
(5) | The sponsor posted a letter of credit for tenant improvements, leasing commissions and free rent for the following tenants: City of New York, HF Management Services, Interactive Data Corp (“IDC”) and Lenard A. Farber MD, PLLC. See “Letters of Credit” and “IDC TI/LC Guaranty” below for additional information. |
(6) | The Earnout Letter of Credit will be subject to reduction upon satisfaction of the “Earnout Requirements”, which shall mean either (i) the execution of a lease or lease amendment with the City of New York for the expansion (the “City of New York Expansion”) of their space (on terms set forth in the loan documents and will result in an NOI Debt Yield for the 100 Church Street Mortgage Loan Combination of no less than 9.7% and the Earnout Letter of Credit shall be reduced to zero) or (ii) the Earnout Requirement may be exercised up to six times during the loan term, and shall mean: (a) execution of a lease with any tenant for all or any space that is vacant at any time (any such leased space, an “Earnout Space”) which lease is approved or deemed approved by the lender; and (b) the 100 Church Street property would achieve a minimum NOI Debt Yield for the 100 Church Street Mortgage Loan Combination of no less than 9.7%, taking into account income from the Earnout Space provided that in no event will the borrower be entitled to obtain a reduction of the Earnout Letter of Credit unless such reduction is an amount of at least $2.5 million and in increments of $2.5 million. Upon achieving the Earnout Requirements for any of the available requests, the Earnout Letter of Credit shall be reduced to an amount equal to (x) $230.0 million minus (y) (NOI divided by 0.097). If the Earnout Requirements are not fully achieved during the loan term, the remaining proceeds of the Earnout Letter of Credit may be used to pay down the outstanding loan balance at loan maturity. Assuming the As-Is Appraised Value and the full $20.0 million Earnout Letter of Credit is applied to the balloon balance at maturity, the LTV Ratio for the 100 Church Street Mortgage Loan Combination at Maturity is 45.4%. |
(7) | IDC is required to take 13,868 square feet of additional space on a to be determined date between April 2013 and April 2014. This space is included in the calculation of occupancy. The City of New York is currently negotiating an expansion into an additional 131,946 square feet, which is not included in the occupancy calculation. |
(8) | The 100 Church Street property was 41.0% leased at the time of the SL Green Realty Corp acquisition in early 2010. A $22.0 million capital improvement program was implemented to reposition the property, resulting in over 500,000 square feet of leases being executed. As of May 31, 2012, the property is 84.4% leased. |
(9) | The appraisal presented a “Stabilized Value with the City of New York Expansion” of $429,000,000. Based on the “Stabilized Value with the City of New York Expansion”, the Cut-off Date LTV Ratio is 53.6% and the LTV Ratio at Maturity is 46.0% for the 100 Church Street Mortgage Loan Combination. |
A-3-4 |
100 CHURCH STREET |
A-3-5 |
100 CHURCH STREET |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date | ||||||
Major Tenants | |||||||||||||
City of New York(2) | AA/Aa2/NR | 372,519(3) | 33.9% | $32.45 | $12,087,146(4) | 37.5% | 3/31/2034(5)(6) | ||||||
HF Management Services(7) | NR/NR/NR | 230,394 | 21.0% | $30.00 | $6,912,694(8) | 21.5% | 3/31/2032 | ||||||
State of New York | NR/Aa2/AA | 89,514 | 8.1% | $33.25 | $2,976,341(9) | 9.2% | 4/30/2021(10) | ||||||
Centerline Affordable Housing Advisors LLC | NR/NR/NR | 57,945 | 5.3% | $49.17 | $2,849,156 | 8.8% | 12/31/2026 | ||||||
Interactive Data Corporation | NR/NR/NR | 64,529(11) | 5.9% | $41.90 | $2,703,822 | 8.4% | 11/30/2024 | ||||||
Niche Media Holdings | NR/NR/NR | 45,419 | 4.1% | $37.00 | $1,680,503 | 5.2% | 4/30/2018 | ||||||
Total Major Tenants | 860,320 | 78.2% | $33.95 | $29,209,660 | 90.7% | ||||||||
Non-Major Tenants | 67,242 | 6.1% | $44.51 | $2,992,710 | 9.3% | ||||||||
Occupied Collateral | 927,562 | 84.4% | $34.72 | $32,202,370 | 100.0% | ||||||||
Vacant Space | 171,893 | 15.6% | |||||||||||
Collateral Total | 1,099,455 | 100.0% | |||||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | The City of New York’s space is occupied by The New York City Law Department. The New York City Law Department is responsible for all legal affairs of the City of New York. The New York City Law Department represents the City of New York, the mayor and other elected officials in all affirmative and defensive civil litigation as well as juvenile delinquency prosecutions brought in family court and administrative code enforcement proceedings brought in criminal court. |
(3) | The City of New York is currently negotiating an expansion into an additional 131,946 square feet, which has been classified as vacant for underwriting purposes. |
(4) | The Annual U/W Base Rent was derived by averaging the annual contractual rental increases through the lease term. The current in-place rent is $33.33 per square foot. |
(5) | The City of New York recently executed a lease extension which will commence on November 1, 2013 and expire on March 31, 2034. Under the terms of the lease extension, rent payments are not required from November 1, 2013 until March 31, 2014. Rent payments commence on April 1, 2014 and a $4,708,333 letter of credit is allocated to tenant’s free rent period. |
(6) | The City of New York has the right to terminate its lease in whole or in part after April 1, 2026 subject to 18 months notice and a payment of unamortized tenant improvements and leasing commissions. The tenant has the option to renew for two consecutive terms in either five- or ten-year increments for any and all space, on a floor-by-floor basis at the then fair market rental value (“FMV”). The tenant has the option to renew any non-contiguous floors on a full floor basis up to a maximum additional term of fifteen years at FMV. |
(7) | HF Management Services is a non-profit managed care organization that provides healthcare coverage to individuals and families though a variety of government sponsored health insurance programs. |
(8) | Rent payments on 57,817 square feet are not required from February 1, 2012 through February 28, 2013. Rent payments commence on March 1, 2013 and a $1,430,973 letter of credit is allocated to the tenant’s free rent period. |
(9) | Annual U/W Base Rent was derived by averaging the annual contractual rental increases through the lease term. The current in-place rent is $29.95 per square foot. |
(10) | The State of New York has the right to terminate its lease on or by April 30, 2018 with no less than twelve months notice and payment of an approximate $3.5 million termination fee. |
(11) | IDC is required to take 13,868 square feet of additional space on the eleventh floor (the “IDC Expansion”) on a to be determined date between April 2013 and April 2014. The IDC Expansion is included in Annual U/W Base Rent. Rent payments for 50,661 square feet are not required from April 1, 2013 until September 30, 2013 and rent payments commence on October 1, 2013. A $795,099 letter of credit is allocated to tenant’s free rent period as well as rent that would have been collected assuming the tenant was in possession and paying full rent on the IDC Expansion from the period between June 15, 2012 and April 1, 2013. |
A-3-6 |
100 CHURCH STREET |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | % of Annual U/W Base Rent | Annual U/W Base Rent PSF(3) | ||||||||
MTM(4) | 1 | 1 | 0.0% | 1 | 0.0% | $0 | 0.0% | $0.00 | ||||||||
2012 | 0 | 0 | 0.0% | 1 | 0.0% | $0 | 0.0% | $0.00 | ||||||||
2013 | 0 | 0 | 0.0% | 1 | 0.0% | $0 | 0.0% | $0.00 | ||||||||
2014 | 0 | 0 | 0.0% | 1 | 0.0% | $0 | 0.0% | $0.00 | ||||||||
2015 | 0 | 0 | 0.0% | 1 | 0.0% | $0 | 0.0% | $0.00 | ||||||||
2016 | 0 | 0 | 0.0% | 1 | 0.0% | $0 | 0.0% | $0.00 | ||||||||
2017 | 1 | 2,799 | 0.3% | 2,800 | 0.3% | $165,141 | 0.5% | $59.00 | ||||||||
2018 | 2 | 54,061 | 4.9% | 56,861 | 5.2% | $1,924,207 | 6.0% | $35.59 | ||||||||
2019 | 0 | 0 | 0.0% | 56,861 | 5.2% | $0 | 0.0% | $0.00 | ||||||||
2020 | 0 | 0 | 0.0% | 56,861 | 5.2% | $0 | 0.0% | $0.00 | ||||||||
2021 | 4 | 93,778 | 8.5% | 150,639 | 13.7% | $3,133,848 | 9.7% | $33.42 | ||||||||
2022 | 0 | 0 | 0.0% | 150,639 | 13.7% | $0 | 0.0% | $0.00 | ||||||||
Thereafter | 13 | 776,923 | 70.7% | 927,562 | 84.4% | $26,979,174 | 83.8% | $34.73 | ||||||||
Vacant | 0 | 171,893 | 15.6% | 1,099,455 | 100.0% | $0 | 0.0% | $0.00 | ||||||||
Total/Weighted Average | 21 | 1,099,455 | 100.0% | $32,202,370 | 100.0% | $34.72 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
(4) | One square foot is representative of a cellular tower lease. No related rent has been underwritten. |
12/31/2007 | 12/31/2008 | 12/31/2009 | 12/31/2010 | 12/31/2011 | ||||
37% | 39% | 41% | 60% | 71% |
(1) | Information obtained from borrower financials. |
12/31/2009(1) | 12/31/2010(2) | 12/31/2011(2) | ||
$32.73 | $28.00 | $32.62 |
(1) | The sponsor acquired the property in January 2010, and the previous owner only provided annualized March 2009 financials. Historical average base rent (PSF) figures are based on the borrower’s provided annualized base rental figures and total square footage of 1,099,455. |
(2) | Historical average base rent (PSF) is based on borrower provided base rental income figures and total square footage of 1,099,455. |
A-3-7 |
100 CHURCH STREET |
2010 | 2011 | TTM 5/31/2012 | U/W | U/W $ per SF | |||||||
Base Rent | $18,472,036 | $25,460,507 | $28,371,674 | $32,202,370 | $29.29 | ||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 5,496,858 | 5.00 | ||||||
Total Reimbursables | 993,018 | 1,922,275 | 2,389,236 | 2,463,771 | 2.24 | ||||||
Other Income | 82,640 | 26,213 | 50,423 | 0 | 0.00 | ||||||
Less Vacancy & Credit Loss(2) | (898,215) | (6,291,874) | (5,948,737) | (5,496,858) | (5.00) | ||||||
Effective Gross Income | $18,649,479 | $21,117,121 | $24,862,596 | $34,666,141 | $31.53 | ||||||
Total Operating Expenses(3) | $10,913,464 | $11,699,672 | $11,898,238 | $14,014,379 | $12.75 | ||||||
Net Operating Income | $7,736,015 | $9,417,449 | $12,964,358 | $20,651,762 | $18.78 | ||||||
TI/LC | 0 | 0 | 0 | 1,389,230 | 1.26 | ||||||
Capital Expenditures | 0 | 0 | 0 | 221,623 | 0.20 | ||||||
Net Cash Flow | $7,736,105 | $9,417,449 | $12,964,358 | $19,040,909 | $17.32 | ||||||
NOI DSCR(4) | 0.54x | 0.66x | 0.91x | 1.45x | |||||||
NCF DSCR(4) | 0.54x | 0.66x | 0.91x | 1.33x | |||||||
NOI DY(4) | 3.4% | 4.1% | 5.6% | 9.0% | |||||||
NCF DY(4) | 3.4% | 4.1% | 5.6% | 8.3% |
(1) | The 100 Church Street Property was 41.0% leased at the time of the sponsor’s acquisition in early 2010. The property was 71.0% leased by year end 2011 and reached the current occupancy of 84.4% in May 2012. |
(2) | Historical Vacancy and Credit Loss reflects free rent attributed to leases with HF Management Services, the State of New York and Lenard A. Farber MD, PLLC. |
(3) | The 100 Church Street Property is subject to an Industrial and Commercial Incentive Program (“ICIP”) tax abatement that started in 2008/2009 and begins phasing down by 20.0% per year beginning in 2017/2018 and the property will be fully assessed by 2021/2022. The appraiser estimates the tax liability will increase by $2.8 million from the 2011/2012 tax liability when the ICIP expires in 2021/2022. The expiration of the ICIP is mitigated by; (i) approximately 70.7% of the net rentable area is currently leased to tenants with leases that extend beyond 2022 and (ii) all of the signed leases at the property are structured as modified gross; therefore, the incremental tax increases will be passed-through to the respective tenants. |
(4) | DSCRs and debt yields are based on the 100 Church Street Mortgage Loan Combination. |
100 Church Street (Subject) | 222 Broadway | 4 New York Plaza | One Battery Place | 33 Maiden Lane | 60 Wall Street | |
Market | New York, NY | New York, NY | New York, NY | New York, NY | New York, NY | New York, NY |
Distance from Subject | -- | 0.4 miles | 0.3 miles | 0.5 miles | 0.6 miles | 0.7 miles |
Property Type | CBD Office | CBD Office | CBD Office | CBD Office | CBD Office | CBD Office |
Year Built/Renovated | 1958/2012 | 1961/NAP | 1968/NAP | 1971/NAP | 1984/NAP | 1988/NAP |
Total GLA | 1,099,455 SF | 756,138 SF | 1,098,000 SF | 837,052 SF | 617,356 SF | 1,635,841 SF |
Total Occupancy | 84% | 99% | 95% | 99% | 83% | 100% |
(1) | Information obtained from appraisal dated April 11, 2012. |
A-3-8 |
100 CHURCH STREET |
A-3-9 |
100 CHURCH STREET |
A-3-10 |
A-3-11 |
BRENNAN INDUSTRIAL PORTFOLIO |
A-3-12 |
BRENNAN INDUSTRIAL PORTFOLIO |
A-3-13 |
Brennan Industrial Portfolio | ||||||||
Loan Information | Property Information | |||||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Portfolio | |||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Various | |||||
Original Principal Balance: | $102,720,000 | Specific Property Type: | Various - See Table | |||||
Cut-off Date Principal Balance: | $102,720,000 | Location: | Various - See Table | |||||
% of Initial Pool Balance: | 7.9% | Size: | 2,355,558 SF | |||||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per Unit/SF: | $43.61 | |||||
Borrower Name(1): | Various | Year Built/Renovated: | Various – See Table | |||||
Sponsor: | USIP-Brennan Ventures, LLC | Occupancy %: | 100.0% | |||||
Mortgage Rate: | 4.580% | Occupancy % Source Date: | August 1, 2012 | |||||
Note Date: | June 29, 2012 | Title Vesting: | Fee | |||||
Anticipated Repayment Date: | NAP | Property Manager: | Brennan Management, LLC | |||||
Maturity Date: | July 1, 2017 | |||||||
IO Period: | 60 months | 3rd Most Recent NOI (As of): | $11,347,486 (12/31/2009) | |||||
Loan Term (Original): | 60 months | 2nd Most Recent NOI (As of): | $11,511,700 (12/31/2010) | |||||
Seasoning: | 1 month | Most Recent NOI (As of): | $12,397,154 (12/31/2011) | |||||
Amortization Term (Original): | NAP | |||||||
Loan Amortization Type: | Interest-only, Balloon | U/W Revenues: | $13,057,921 | |||||
Interest Accrual Method: | Actual/360 | U/W Expenses: | $391,738 | |||||
Call Protection: | L(25),GRTR 1% or YM(31),O(4) | U/W NOI: | $12,666,184 | |||||
Lockbox Type: | Hard/Springing Cash Management | U/W NCF: | $11,245,523 | |||||
Additional Debt: | None | U/W NOI DSCR: | 2.66x | |||||
Additional Debt Type: | NAP | U/W NCF DSCR: | 2.36x | |||||
U/W NOI Debt Yield: | 12.3% | |||||||
Escrows and Reserves: | U/W NCF Debt Yield: | 10.9% | ||||||
As-Is Appraised Value: | $153,225,000 | |||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraisal Valuation Date: | Various | |||
Taxes(2) | $0 | Springing | NAP | Cut-off Date LTV Ratio: | 67.0% | |||
Insurance | $9,166 | $9,166 | NAP | LTV Ratio at Maturity or ARD: | 67.0% | |||
Tenant Security Deposits(3) | $3,896,368 | $0 | NAP | |||||
(1) | The Brennan Industrial Portfolio mortgage loan has twenty borrowing entities: UB (Banner Services), LLC; UB (Builders FirstSource), LLC; UB (Easley Custom Plastics), LLC; UB (Hannibal), LLC; UB (Hover-Davis), LLC; UB (Jade-Illinois), LLC; UB (Jade-Ohio), LLC; UB (MVP-Charleston), LLC; UB (MVP-Mayfield), LLC; UB (Paragon Tech), LLC; UB (Progressive Metal), LLC; UB (SET-New Boston) LLC; UB (SET-North Vernon), LLC; UB (TA-Arvada), LLC; UB (TA-Corpus Christi), LLC; UB (TA-Pensacola), LLC; UB (TA-Savannah), LLC; UB (TA-Tallahassee), LLC; UB (TA-Sacramento), LLC; and UB (Texas Die Casting), LLC (each, a borrowing entity and collectively, the borrower). |
(2) | The loan documents do not provide for tax escrows provided that: (i) the tenant at each of the Brennan Industrial Portfolio Properties pays all taxes directly (or directly to the borrower); (ii) borrower provides evidence to lender that payments are being made in a timely manner and (iii) no event of default has occurred or is continuing. |
(3) | Approximately $3.6 million of the security deposits reserved are associated with Hannibal and will be released to the borrower upon receipt by lender of an SNDA which is acceptable in the judgement of the lender. Approximately $300,000 of the security deposits reserved are associated with Hover-Davis and will be held by lender for the entire loan term. |
A-3-14 |
BRENNAN INDUSTRIAL PORTFOLIO |
Property Name | Location | Specific Property Type | Allocated Cut- off Date Principal Balance | Occupancy | Year Built/ Renovated | Net Rentable Area (SF) | Appraised Value | ||||||
Hannibal | Vernon, CA | Manufacturing | $28,830,000 | 100.0% | 1930/NAP | 429,122 | $41,000,000 | ||||||
SET – New Boston | New Boston, MI | Light Industrial | $9,064,000 | 100.0% | 1992/NAP | 254,351 | $13,200,000 | ||||||
TestAmerica – Sacramento | Sacramento, CA | Flex | $6,921,000 | 100.0% | 1994/NAP | 66,203 | $12,000,000 | ||||||
Jade Sterling – Illinois(1) | Bedford Park, IL | Warehouse | $6,552,000 | 100.0% | Various/Various | 215,389 | $10,500,000 | ||||||
Easley Custom Plastics | Easley, SC | Light Industrial | $5,842,000 | 100.0% | 1976/NAP | 257,086 | $8,150,000 | ||||||
Hover-Davis | Ogden, NY | Light Industrial | $5,381,000 | 100.0% | 2000/NAP | 66,100 | $7,000,000 | ||||||
Jade Sterling – Ohio(2) | Aurora, OH | Warehouse | $5,360,000 | 100.0% | Various/Various | 174,511 | $8,500,000 | ||||||
TestAmerica – Arvada | Arvada, CO | Flex | $4,951,000 | 100.0% | 1984/NAP | 57,966 | $8,350,000 | ||||||
Paragon Tech | Warren, MI | Light Industrial | $4,808,000 | 100.0% | 1956/1996 | 88,857 | $5,900,000 | ||||||
MVP Group – Charleston | North Charleston, SC | Warehouse | $4,421,000 | 100.0% | 2001/NAP | 108,000 | $6,950,000 | ||||||
TestAmerica – Savannah | Savannah, GA | Flex | $4,070,000 | 100.0% | 1988/NAP | 54,284 | $6,500,000 | ||||||
TestAmerica – Pensacola | Pensacola, FL | Flex | $2,682,000 | 100.0% | 1995/NAP | 21,911 | $4,300,000 | ||||||
Banner Services | Strongsville, OH | Manufacturing | $2,456,000 | 100.0% | 1987/2008 | 58,450 | $3,675,000 | ||||||
MVP Group – Mayfield | Mayfield, KY | Light Industrial | $2,251,000 | 100.0% | 1996/2003 | 101,244 | $3,450,000 | ||||||
Builders FirstSource | Plant City, FL | Light Industrial | $2,205,000 | 100.0% | 1980/2011 | 116,897 | $3,300,000 | ||||||
SET – North Vernon | North Vernon, IN | Light Industrial | $2,076,000 | 100.0% | 1955/1999 | 117,376 | $3,000,000 | ||||||
Progressive Metal | Ferndale, MI | Manufacturing | $1,940,000 | 100.0% | 1940/NAP | 58,250 | $2,800,000 | ||||||
Texas Die Casting | Gladewater, TX | Light Industrial | $1,222,000 | 100.0% | 1982/NAP | 78,177 | $1,850,000 | ||||||
TestAmerica – Tallahassee | Tallahassee, FL | Flex | $1,088,000 | 100.0% | 1990/NAP | 16,500 | $1,800,000 | ||||||
TestAmerica – Corpus Christi | Corpus Christi, TX | Flex | $600,000 | 100.0% | 1982/NAP | 14,884 | $1,000,000 | ||||||
Total/Weighted Average | $102,720,000 | 100.0% | 2,355,558 | $153,225,000 |
(1) | The Jade Sterling – Illinois property is comprised of two separate buildings with different addresses. The mortgaged properties are presented as one mortgaged property because as the buildings were appraised together in one report and the single tenant of both buildings is subject to one lease covering both buildings. The mortgaged property located at 5100 West 73rd Street was built in 1956 and was last renovated in 1992. The property located at 7201 South Leamington Avenue was built in 1958 and was last renovated in 2006. |
(2) | The Jade Sterling – Ohio property is comprised of two separate buildings with different addresses. The mortgaged properties are presented as one as the buildings were appraised together in one report and the single tenant of both buildings is subject to the one lease covering both buildings. The mortgaged property located at 200 Francis D Kenneth Drive in Aurora, Ohio was built in 1982 has not been subsequently renovated. The property located at 2300 East Aurora Road in Twinsburg, Ohio was built in 1975 and was last renovated in 1995. |
A-3-15 |
BRENNAN INDUSTRIAL PORTFOLIO |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date | ||||||
All Tenants | |||||||||||||
Hannibal | NR/NR/NR | 429,122 | 18.2% | $9.21 | $3,950,536 | 28.0% | 3/31/2028 | ||||||
TestAmerica | NR/NR/NR | 231,748 | 9.8% | $12.16 | $2,817,152 | 20.0% | 6/30/2027 | ||||||
Jade Sterling | NR/NR/NR | 389,900 | 16.6% | $4.19 | $1,633,643 | 11.6% | 4/30/2023 | ||||||
SET Enterprises | NR/NR/NR | 371,727 | 15.8% | $4.08 | $1,515,385 | 10.7% | 4/30/2026 | ||||||
MVP Group International | NR/NR/NR | 209,244 | 8.9% | $4.38 | $916,406 | 6.5% | 4/30/2022 | ||||||
Easley Custom Plastics | NR/NR/NR | 257,086 | 10.9% | $3.09 | $794,745 | 5.6% | 12/31/2031 | ||||||
Hover-Davis | NR/NR/NR | 66,100 | 2.8% | $11.24 | $742,836 | 5.3% | 6/30/2023 | ||||||
Paragon Tech | NR/NR/NR | 88,857 | 3.8% | $7.36 | $654,009 | 4.6% | 12/31/2024 | ||||||
Banner Services | NR/NR/NR | 58,450 | 2.5% | $5.72 | $334,104 | 2.4% | 7/31/2020 | ||||||
Builders FirstSource | NR/NR/NR | 116,897 | 5.0% | $2.62 | $306,000 | 2.2% | 11/30/2021 | ||||||
Progressive Metal | NR/NR/NR | 58,250 | 2.5% | $4.58 | $266,901 | 1.9% | 6/30/2020 | ||||||
Texas Die Casting | NR/NR/NR | 78,177 | 3.3% | $2.17 | $169,711 | 1.2% | 10/1/2027 | ||||||
Total Tenants- Collateral | 2,355,558 | 100.0% | $5.99 | $14,101,428 | 100.0% | ||||||||
Occupied Collateral Total | 2,355,558 | 100.0% | $5.99 | $14,101,428 | 100.0% | ||||||||
Vacant Space | 0 | 0.0% | |||||||||||
Collateral Total | 2,355,558 | 100.0% | |||||||||||
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF | |||||||
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2017 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2018 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2019 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2020 | 2 | 116,700 | 5.0% | 116,700 | 5.0% | $601,005 | $5.15 | |||||||
2021 | 1 | 116,897 | 5.0% | 233,597 | 9.9% | $306,000 | $2.62 | |||||||
2022 | 1 | 209,244 | 8.9% | 442,841 | 18.8% | $916,406 | $4.38 | |||||||
Thereafter | 8 | 1,912,717 | 81.2% | 2,355,558 | 100.0% | $12,278,017 | $6.42 | |||||||
Vacant | 0 | 0 | 0.0% | 2,355,558 | 100.0% | $0 | $0.00 | |||||||
Total/Weighted Average | 12 | 2,355,558 | 100.0% | $14,101,428 | $5.99 |
(1) | Information obtained from the underwritten rent roll. |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
100% | 95% | 100% |
(1) | Information obtained from borrower rent rolls. |
A-3-16 |
BRENNAN INDUSTRIAL PORTFOLIO |
2009 | 2010 | 2011 | U/W | U/W $ per SF | |||||||
Base Rent | $11,523,740 | $11,850,043 | $13,569,865 | $14,101,427 | $5.99 | ||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 0 | 0.00 | ||||||
Percentage Rent | 0 | 0 | 0 | 0 | 0.00 | ||||||
Total Reimbursables | 0 | 0 | 1,597 | 0 | 0.00 | ||||||
Other Income | 0 | 2,296 | 138 | 0 | 0.00 | ||||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (1,043,506) | (0.44) | ||||||
Effective Gross Income | $11,523,740 | $11,852,339 | $13,571,600 | $13,057,921 | $5.54 | ||||||
Total Operating Expenses | $176,255 | $340,639 | $1,174,446 | $391,738 | $0.17 | ||||||
Net Operating Income | $11,347,485 | $11,511,700 | $12,397,154 | $12,666,184 | $5.38 | ||||||
TI/LC | 0 | 0 | 0 | 949,549 | 0.40 | ||||||
Capital Expenditures | 0 | 0 | 0 | 471,111 | 0.20 | ||||||
Net Cash Flow | $11,347,485 | $11,511,700 | $12,397,154 | $11,245,523 | $4.77 | ||||||
NOI DSCR | 2.38x | 2.41x | 2.60x | 2.66x | |||||||
NCF DSCR | 2.38x | 2.41x | 2.60x | 2.36x | |||||||
NOI DY | 11.0% | 11.2% | 12.1% | 12.3% | |||||||
NCF DY | 11.0% | 11.2% | 12.1% | 10.9% |
(1) | The increase in NOI in 2011 and in the underwritten NOI was the result of Builder’s FirstSource (2.2% of Annual U/W Base Rent) signing its lease and commencing rental payments in 2011. |
A-3-17 |
BRENNAN INDUSTRIAL PORTFOLIO |
A-3-18 |
BRENNAN INDUSTRIAL PORTFOLIO |
A-3-19 |
NORTHRIDGE FASHION CENTER |
A-3-20 |
NORTHRIDGE FASHION CENTER |
A-3-21 |
Northridge Fashion Center | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | ||||
Original Principal Balance(1): | $91,000,000 | Specific Property Type: | Regional Mall | ||||
Cut-off Date Principal Balance(1): | $89,331,381 | Location: | Northridge, CA | ||||
% of Initial Pool Balance: | 6.9% | Size: | 643,564 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Unit/SF(1): | $382.86 | ||||
Borrower Name: | GGP Northridge Fashion Center, LP | ||||||
Sponsor: | GGPLP Real Estate | Year Built/Renovated: | 1971/1998 | ||||
Mortgage Rate: | 5.097% | Occupancy %(7): | 90.4% | ||||
Note Date: | April 1, 2011 | Occupancy % Source Date: | December 31, 2011 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | December 1, 2021 | Property Manager: | Self-managed | ||||
IO Period: | None | ||||||
Loan Term (Original): | 128 months | 3rd Most Recent NOI (As of): | $23,862,383 (12/31/2010) | ||||
Seasoning: | 16 months | 2nd Most Recent NOI (As of): | $23,781,960 (12/31/2011) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $23,834,666 (TTM 3/31/2012) | ||||
Loan Amortization Type: | Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $34,291,529 | ||||
Call Protection: | L(40),D(81),O(7) | U/W Expenses: | $10,395,561 | ||||
Lockbox Type: | Soft/Springing Cash Management | U/W NOI: | $23,895,969 | ||||
Additional Debt(1): | Yes | U/W NCF: | $22,905,477 | ||||
Additional Debt Type(1): | Pari Passu and Future Mezzanine | U/W NOI DSCR(1): | 1.46x | ||||
U/W NCF DSCR(1): | 1.40x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield(1): | 9.7% | |||||
U/W NCF Debt Yield(1): | 9.3% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $369,000,000 | ||
Taxes(2) | $0 | Springing | NAP | As-Is Appraisal Valuation Date: | January 16, 2012 | ||
Insurance(3) | $0 | Springing | NAP | Cut-off Date LTV Ratio(1): | 66.8% | ||
Replacement Reserves(4) | $0 | Springing | $161,976 | LTV Ratio at Maturity or ARD(1): | 55.1% | ||
TI/LC(5) | $169,192 | Springing | $719,880 | ||||
Sports Authority Holdback(6) | $6,279,384 | $0 | NAP |
(1) | The Northridge Fashion Center Mortgage Loan Combination, totalling $251,000,000, is comprised of two pari passu loan components (Notes A-1 and A-2). Note A-2 (the “Northridge Fashion Center Mortgage Loan”) had an original balance of $91,000,000, has an outstanding principal balance as of the Cut-off Date of $89,331,381 and will be contributed to the WFRBS 2012-C8 Trust. Note A-1 (the “Northridge Fashion Center Companion Mortgage Loan”) had an original balance of $160,000,000 and was contributed to the WFRBS 2012-C7 Trust. All presented statistical information related to balances per square foot, loan-to-value ratio, debt service coverage ratio, and debt yields are based on the Northridge Fashion Center Mortgage Loan Combination. |
(2) | Monthly tax deposits are not required as long as no event of default has occurred and is continuing and the borrower has provided the lender with proof of full payment within a timely manner. |
(3) | Monthly insurance escrow requirements are not required as long as no event of default has occurred and is continuing and the borrower provides satisfactory evidence that the mortgaged property is insured in accordance with the loan documents. |
(4) | Monthly replacement reserve deposits are not required as long as no event of default has occurred or is continuing or the actual debt service coverage ratio for the Northridge Fashion Center Mortgage Loan Combination as defined in the loan documents for any trailing twelve-month period is not less than 1.25x. |
(5) | Monthly TI/LC reserve deposits are not required as long as no event of default has occurred or is continuing or the actual debt service coverage ratio for the Northridge Fashion Center Mortgage Loan Combination as defined in the loan documents for any trailing twelve-month period is not less than 1.25x. |
(6) | The borrower made an up-front deposit to pay for tenant improvements associated with the Sports Authority lease. |
(7) | Occupancy includes Sports Authority, which represents 8.4% of the net rentable square feet and 3.4% of the underwritten base rent. The tenant executed a lease, but is not yet in occupancy. Occupancy does not include 32,889 square feet, which represents 5.1% of the net rentable square feet, leased to Walmart Neighborhood Market (“Walmart”). The terms of the Walmart lease agreement are contingent upon the City of Northridge’s (the “City”) approval of the intended use of the leased premises. Subsequent to receipt of the City’s approval, Walmart is thereafter afforded a 30-day diligence period during which Walmart may terminate its lease without penalty. As of the Cut-off Date, the City has yet to approve the lease and Walmart’s proposed rent was not included in Annual U/W Base Rent. |
A-3-22 |
NORTHRIDGE FASHION CENTER |
A-3-23 |
NORTHRIDGE FASHION CENTER |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Sales PSF(2) | Occupancy Cost(2) | Lease Expiration Date |
Anchor Tenants – Not Part of Collateral | |||||||||
Sears | B+/B3/CCC+ | 267,933 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||
Macy’s | BBB/Baa3/BBB | 189,650 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||
Macy’s Men’s & Home | BBB/Baa3/BBB | 185,200 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||
JC Penney | BB+/NR/BB- | 181,660 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||
Junior Anchor Tenants - Collateral | |||||||||
Forever 21 | NR/NR/NR | 23,970 | 3.7% | $48.13 | $1,153,676 | 5.6% | $277 | 16.2% | 1/31/2021 |
Pacific Theatres | NR/NR/NR | 51,000 | 7.9% | $15.50 | $790,500 | 3.9% | (3) | 30.6% | 12/31/2013 |
Sports Authority(4) | NR/NR/B- | 53,936 | 8.4% | $12.98 | $700,089 | 3.4% | NAV | NAV | 1/31/2022 |
Total Junior Anchor Tenants - Collateral | 128,906 | 20.0% | $20.51 | $2,644,265 | 12.9% | ||||
Major Tenants - Collateral | |||||||||
H&M | NR/NR/NR | 19,455 | 3.0% | $30.13 | $586,179 | 2.9% | $348 | 8.4% | 1/31/2020(5)(6) |
Apple | NR/NR/NR | 7,571 | 1.2% | $56.17 | $425,263 | 2.1% | $3,000 | 2.0% | 1/31/2012(7) |
Claim Jumper | NR/NR/NR | 11,975 | 1.9% | $35.09 | $420,203 | 2.1% | $468 | 9.0% | 9/30/2018 |
Victoria’s Secret | BB+/Ba2/BB+ | 10,180 | 1.6% | $41.00 | $417,380 | 2.0% | $699 | 9.7% | 1/31/2017 |
Yard House | NR/NR/NR | 10,779 | 1.7% | $35.36 | $381,145 | 1.9% | NAV | NAV | 11/30/2022 |
Old Navy | BBB-/Baa3/BB+ | 21,084 | 3.3% | $18.00 | $379,512 | 1.9% | $327 | 6.1% | 1/31/2015 |
Express | NR/NR/BB | 10,862 | 1.7% | $32.77 | $355,948 | 1.7% | $296 | 21.1% | 1/31/2017 |
Gap/Gap Body | BBB-/Baa3/BB+ | 11,735 | 1.8% | $23.42 | $274,834 | 1.3% | $158 | 29.7% | 1/31/2016 |
Total Major Tenants – Collateral | 103,641 | 16.1% | $31.27 | $3,240,464 | 15.9% | ||||
Non-Major Tenants - Collateral | 349,262 | 54.3% | $41.65 | $14,547,011 | 71.2% | ||||
Occupied Collateral Total | 581,809 | 90.4% | $35.12 | $20,431,740 | 100.0% | ||||
Vacant Space | 61,755 | 9.6% | |||||||
Collateral Total | 643,564 | 100.0% | |||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Sales and occupancy costs are for the full-year ending December 31, 2011. |
(3) | Pacific Theatres (10 screens) had sales of $311,945 per screen in the year ending December 31, 2011. |
(4) | Sports Authority executed a lease and the sponsor already delivered the space and the tenant is expected to take occupancy in October 2012. |
(5) | If sales do not exceed $7.0 million in the fourth full lease year, the tenant may terminate the lease with 180 days notice. The fourth lease year begins January 1, 2013 and ends December 31, 2013. If the termination option is exercised, the tenant will be required to reimburse the landlord for any unamortized construction allowance. H&M reported year-end 2011 sales of $6.8 million. |
(6) | If occupancy (leased and open for business) for the non-anchor square footage is less than 85%, H&M has the immediate option to pay rent of 6% of gross sales. Based on year-end 2011 sales, H&M’s annual rent would be $405,665 or $20.85 per square foot. If fewer than three anchor stores cease to remain open and operating for business or if occupancy for the non-anchor square footage is less than 85% and H&M was paying percentage rent for more than twelve months, H&M can terminate its lease immediately. |
(7) | Apple’s lease expired on January 31, 2012, but Apple is still in occupancy while negotiating a potential lease extension. |
A-3-24 |
NORTHRIDGE FASHION CENTER |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | % of Annual U/W Base Rent | Annual U/W Base Rent PSF(3) |
MTM | 2 | 5,408 | 0.8% | 5,408 | 0.8% | $77,759 | 0.4% | $14.38 |
2012 | 12 | 35,056 | 5.4% | 40,464 | 6.3% | $883,255 | 4.3% | $25.20 |
2013 | 29 | 105,153 | 16.3% | 145,617 | 22.6% | $3,067,530 | 15.0% | $29.17 |
2014 | 19 | 54,359 | 8.4% | 199,976 | 31.1% | $1,588,722 | 7.8% | $29.23 |
2015 | 19 | 53,722 | 8.3% | 253,698 | 39.4% | $2,424,473 | 11.9% | $45.13 |
2016 | 22 | 87,454 | 13.6% | 341,152 | 53.0% | $3,346,072 | 16.4% | $38.26 |
2017 | 9 | 40,046 | 6.2% | 381,198 | 59.2% | $1,621,489 | 7.9% | $40.49 |
2018 | 8 | 28,293 | 4.4% | 409,491 | 63.6% | $1,236,263 | 6.1% | $43.70 |
2019 | 7 | 14,601 | 2.3% | 424,092 | 65.9% | $1,084,871 | 5.3% | $74.30 |
2020 | 8 | 37,586 | 5.8% | 461,678 | 71.7% | $1,352,541 | 6.6% | $35.99 |
2021 | 6 | 34,214 | 5.3% | 495,892 | 77.1% | $1,982,661 | 9.7% | $57.95 |
2022 | 6 | 79,225 | 12.3% | 575,117 | 89.4% | $1,502,707 | 7.4% | $18.97 |
Thereafter | 1 | 6,692 | 1.0% | 581,809 | 90.4% | $263,397 | 1.3% | $39.36 |
Vacant | 0 | 61,755 | 9.6% | 643,564 | 100.0% | $0 | 0.0% | $0.00 |
Total/Weighted Average | 148 | 643,564 | 100.0% | $20,431,740 | 100.0% | $35.12 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
12/31/2007 | 12/31/2008 | 12/31/2009 | 12/31/2010 | 12/31/2011(2) | |||||
96% | 96% | 90% | 83% | 90% |
(1) | Information obtained from borrower rent rolls. |
(2) | Occupancy includes Sports Authority, which represents 8.4% of the net rentable square feet. The tenant executed a lease, but is not yet in occupancy. |
12/31/2009 | 12/31/2010 | 12/31/2011 | |||
$30.45 | $30.05 | $30.93 |
(1) | The historical average base rent (PSF) calculations are based on borrower provided base rental income figures and total square footage of 643,564 square feet since 2009. |
A-3-25 |
NORTHRIDGE FASHION CENTER |
2009 | 2010 | 2011 | TTM 3/31/2012 | U/W | U/W $ per SF | |||||||||||||||||||
Base Rent | $19,598,085 | $19,336,807 | $19,904,369 | $19,765,438 | $20,431,740 | $31.75 | ||||||||||||||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 0 | 1,997,749 | 3.10 | ||||||||||||||||||
Percentage Rent | 522,713 | 608,900 | 754,375 | 871,071 | 754,375 | 1.17 | ||||||||||||||||||
Total Reimbursables | 8,798,200 | 8,841,376 | 8,496,086 | 8,457,098 | 9,081,552 | 14.11 | ||||||||||||||||||
Other Income | 4,699,635 | 4,206,407 | 4,023,862 | 4,065,570 | 4,023,862 | 6.25 | ||||||||||||||||||
Less Vacancy & Credit Loss | (282,890) | (360,451) | 0 | 0 | (1,997,749) | (3.10) | ||||||||||||||||||
Effective Gross Income | $33,335,743 | $32,633,040 | $33,178,692 | $33,159,177 | $34,291,529 | $53.28 | ||||||||||||||||||
Total Operating Expenses | $8,437,373 | $8,770,657 | $9,396,732 | $9,324,511 | $10,395,561 | $16.15 | ||||||||||||||||||
Net Operating Income | $24,898,370 | $23,862,383 | $23,781,960 | $23,834,666 | $23,895,969 | $37.13 | ||||||||||||||||||
TI/LC | 0 | 0 | 0 | 0 | 848,908 | 1.32 | ||||||||||||||||||
Capital Expenditures | 0 | 0 | 0 | 0 | 141,584 | 0.22 | ||||||||||||||||||
Net Cash Flow | $24,898,370 | $23,862,383 | $23,781,960 | $23,834,666 | $22,905,477 | $35.59 | ||||||||||||||||||
NOI DSCR(1) | 1.52x | 1.46x | 1.45x | 1.46x | 1.46x | |||||||||||||||||||
NCF DSCR(1) | 1.52x | 1.46x | 1.45x | 1.46x | 1.40x | |||||||||||||||||||
NOI DY(1) | 10.1% | 9.7% | 9.6% | 9.7% | 9.7% | |||||||||||||||||||
NCF DY(1) | 10.1% | 9.7% | 9.6% | 9.7% | 9.3% |
(1) | DSCRs and debt yields are based on the Northridge Fashion Center Mortgage Loan Combination. |
A-3-26 |
NORTHRIDGE FASHION CENTER |
Northridge Fashion Center (Subject) | Westfield Topanga | Westfield Promenade | Westfield Fashion Square | Fallbrook Center | |
Market | Northridge, CA | Canoga Park, CA | Woodland Hills, CA | Sherman Oaks, CA | West Hills, CA |
Distance from Subject | -- | 6.5 miles | 7.0 miles | 11.5 miles | 7.5 miles |
Property Type | Super Regional Center | Super Regional Center | Regional Center | Super Regional Center | Regional Center |
Year Built/Renovated | 1971/1998 | 1964/2006 | 1973/2001 | 1961/1996 | 1966/2003 |
Anchors | Macy’s, Macy’s Men’s & Home, JC Penney, Sears | Macy’s, Sears, Nordstrom, Neiman Marcus, Target | Macy’s, Macy’s Furniture | Macy’s, Bloomingdale’s | Kohl’s, Walmart, Home Depot, Burlington Coat, Target |
Total GLA | 1,529,628 SF | 1,572,974 SF | 615,400 SF | 862,367 SF | 1,051,920 SF |
Total Occupancy | 90% | 95% | 85% | 98% | 92% |
(1) | Information obtained from appraisal dated January 26, 2012. |
A-3-27 |
NORTHRIDGE FASHION CENTER |
A-3-28 |
A-3-29 |
TOWN CENTER AT COBB |
A-3-30 |
TOWN CENTER AT COBB |
A-3-31 |
TOWN CENTER AT COBB |
A-3-32 |
Town Center at Cobb |
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | ||||
Original Principal Balance(1): | $70,000,000 | Specific Property Type: | Regional Mall | ||||
Cut-off Date Principal Balance(1): | $70,000,000 | Location: | Kennesaw, GA | ||||
% of Initial Pool Balance: | 5.4% | Size: | 559,940 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Unit/SF: | $357.18 | ||||
Borrower Name: | Town Center at Cobb, LLC | ||||||
Sponsor: | Simon Property Group, L.P. | Year Built/Renovated: | 1985/2011 | ||||
Mortgage Rate: | 4.757% | Occupancy %(3): | 86.5% | ||||
Note Date: | April 25, 2012 | Occupancy % Source Date: | March 26, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | May 1, 2022 | Property Manager: | Simon Management Associates II, LLC | ||||
IO Period: | 24 months | ||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of): | $20,350,467 (12/31/2010) | ||||
Seasoning: | 3 months | 2nd Most Recent NOI (As of): | $20,497,894 (12/31/2011) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $20,480,448 (TTM 2/29/2012) | ||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $28,320,084 | ||||
Call Protection: | L(27),D(86),O(7) | U/W Expenses: | $8,297,904 | ||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $20,022,180 | ||||
Additional Debt(1): | Yes | U/W NCF: | $19,300,483 | ||||
Additional Debt Type(1): | Pari Passu | U/W NOI DSCR(1): | 1.60x | ||||
U/W NCF DSCR(1): | 1.54x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield(1): | 10.0% | |||||
U/W NCF Debt Yield(1): | 9.7% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $322,000,000 | ||
Taxes | $900,000 | $112,500 | NAP | As-Is Appraisal Valuation Date: | April 10, 2012 | ||
Insurance(2) | $0 | Springing | NAP | Cut-off Date LTV Ratio(1): | 62.1% | ||
Replacement Reserves | $0 | $9,400 | $338,400 | LTV Ratio at Maturity or ARD(1): | 53.4% | ||
TI/LC Reserve | $434,605 | $55,000 | $1,950,000 | ||||
(1) | The Town Center at Cobb Mortgage Loan Combination, totalling $200,000,000, is comprised of two pari passu loan components (Notes A-1 and A-2). Note A-1, (the “Town Center at Cobb Pari Passu Companion Mortgage Loan”), had an original balance of $130,000,000 and was contributed to the WFRBS 2012-C7 Trust. Note A-2, (the “Town Center at Cobb Mortgage Loan”), had an original balance of $70,000,000, has an outstanding principal balance as of the Cut-off Date of $70,000,000 and will be contributed to the WFRBS 2012-C8 Trust. All presented statistical information related to balances per square foot, LTV, DSCR and debt yield are based on the Town Center at Cobb Mortgage Loan Combination. |
(2) | Monthly insurance escrow is springing upon borrower failure to provide evidence of an acceptable blanket insurance policy. |
(3) | Occupancy excludes temporary and seasonal tenants. For the trailing twelve-month period ending February 29, 2012, the average occupancy, inclusive of these tenants, was 95.4%. |
A-3-33 |
TOWN CENTER AT COBB |
A-3-34 |
TOWN CENTER AT COBB |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Sales PSF(2) | Occupancy Cost(2) | Lease Expiration Date | ||||
Anchor Tenants – Not Part of Collateral(3) | |||||||||||||
Macy’s | BBB/Baa3/BBB | 238,000 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||||||
Macy’s Furniture | BBB/Baa3/BBB | 232,000 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||||||
Sears | B+/B3/CCC+ | 170,527 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||||||
JC Penney(4) | BB+/NR/BB- | 82,000 | ANCHOR OWNED – NOT PART OF THE COLLATERAL | ||||||||||
Anchor Tenants – Collateral | |||||||||||||
Belk(5)(6) | NR/NR/NR | 128,819 | 23.0% | $5.12 | $660,000 | 4.1% | $136 | 5.0% | 8/31/2022 | ||||
JC Penney(4) | BB+/NR/BB- | 31,026 | 5.5% | $10.50 | $325,773 | 2.0% | NAV | NAV | 10/31/2019 | ||||
Total Anchor Tenants - Collateral | 159,845 | 28.5% | $6.17 | $985,773 | 6.1% | ||||||||
Other Major Tenants - Collateral | |||||||||||||
Forever 21(7) | NR/NR/NR | 23,081 | 4.1% | $41.16 | $950,000 | 5.9% | NAV | NAV | 8/1/2022 | ||||
Victoria’s Secret | BB+/Ba2/BB+ | 9,983 | 1.8% | $40.00 | $399,320 | 2.5% | $628 | 9.3% | 1/31/2015 | ||||
The Gap | BBB-/Baa3/BB+ | 12,796 | 2.3% | $10.00 | $127,960 | 0.8% | $162 | 17.7% | 12/31/2016 | ||||
Total Other Major Tenants – Collateral | 45,860 | 8.2% | $32.21 | $1,477,280 | 9.2% | ||||||||
Non-Major Tenants – Collateral | 278,735 | 49.8% | $49.04 | $13,668,194 | 84.7% | ||||||||
Occupied Collateral Total(8) | 484,440 | 86.5% | $33.30 | $16,131,247 | 100.0% | ||||||||
Vacant Space(8) | 75,500 | 13.5% | |||||||||||
Collateral Total | 559,940 | 100.0% | |||||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Sales per square foot and occupancy costs are for the full year ended December 31, 2011. |
(3) | These tenants do not serve as collateral for the Town Center at Cobb Mortgage Loan Combination. However, each is subject to a reciprocal easement agreement and contributes to common area maintenance in an amount equal to approximately 1.5% of underwritten gross potential revenue. |
(4) | JC Penney renovated and added 31,026 square feet to its anchor space in 2009. JC Penney’s expansion space is part of the collateral for the Town Center at Cobb Mortgage Loan Combination. JC Penney has four 5-year extension options remaining. |
(5) | Approximately 158,865 square feet of the Belk space is occupied. However, Belk will relinquish two expansion spaces containing 33,046 square feet of in-line space in September 2012, which were not underwritten. Subsequently, 3,000 square feet of this space was leased to a new tenant, Vans, with rental payments scheduled to commence in November 2012. |
(6) | Belk has two 5-year extension options remaining. Belk has no termination options under the terms of its lease. |
(7) | Approximately 6,179 square feet of the Forever 21 space is occupied. The tenant executed a lease to expand its existing 6,179 square feet of space to 23,081 square feet. Occupancy of the new space is expected to occur in September 2012. |
(8) | Occupancy excludes temporary and seasonal tenants. For the trailing twelve-month period ended February 29, 2012, the average occupancy, inclusive of these tenants, was 95.4%. |
A-3-35 |
TOWN CENTER AT COBB |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) | |||||||
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |||||||
2012 | 8 | 13,076 | 2.3% | 13,076 | 2.3% | $826,641 | $63.22 | |||||||
2013 | 16 | 34,675 | 6.2% | 47,751 | 8.5% | $1,741,488 | $50.22 | |||||||
2014 | 13 | 20,237 | 3.6% | 67,988 | 12.1% | $1,231,482 | $60.85 | |||||||
2015 | 16 | 56,919 | 10.2% | 124,907 | 22.3% | $2,144,930 | $37.68 | |||||||
2016 | 22 | 49,710 | 8.9% | 174,617 | 31.2% | $2,356,506 | $47.41 | |||||||
2017 | 16 | 33,971 | 6.1% | 208,588 | 37.3% | $2,076,381 | $61.12 | |||||||
2018 | 7 | 18,180 | 3.2% | 226,768 | 40.5% | $872,239 | $47.98 | |||||||
2019 | 12 | 59,699 | 10.7% | 286,467 | 51.2% | $1,616,239 | $27.07 | |||||||
2020 | 3 | 15,230 | 2.7% | 301,697 | 53.9% | $454,852 | $29.87 | |||||||
2021 | 3 | 10,194 | 1.8% | 311,891 | 55.7% | $402,535 | $39.49 | |||||||
2022 | 11 | 172,549 | 30.8% | 484,440 | 86.5% | $2,407,954 | $13.96 | |||||||
Thereafter | 0 | 0 | 0.0% | 484,440 | 86.5% | $0 | $0.00 | |||||||
Vacant | 0 | 75,500 | 13.5% | 559,940 | 100.0% | $0 | $0.00 | |||||||
Total/Weighted Average | 127 | 559,940 | 100.0% | 100.0% | $16,131,247 | $33.30 |
(1) | Information obtained from 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 Expiration Schedule. | |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
12/31/2007 | 12/31/2008 | 12/31/2009 | 12/31/2010 | 12/31/2011 | ||||
88% | 87% | 90% | 89% | 88% |
(1) | Information obtained from the borrower. |
(2) | Historical occupancy is presented exclusive of temporary tenants. |
Historical Average Base Rent (PSF)(1)
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
$32.08 | $31.85 | $32.51 |
(1) | The historical average base rent (PSF) calculations are based on borrower provided base rental income figures and total square footage of 559,940 square feet since 2009. |
2009 | 2010 | 2011 | TTM 2/29/2012 | U/W | U/W $ per SF | ||||||||
Base Rent | $16,168,976 | $15,873,264 | $16,017,442 | $16,076,103 | $16,131,247 | $28.81 | |||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 0 | 3,829,850 | 6.84 | |||||||
Percentage Rent | 273,641 | 431,074 | 301,013 | 322,112 | 222,721 | 0.40 | |||||||
Total Reimbursables | 6,424,607 | 6,295,628 | 6,496,268 | 6,528,204 | 6,197,906 | 11.07 | |||||||
Other Income | 5,559,909 | 5,674,898 | 5,764,484 | 5,768,055 | 5,768,055 | 10.30 | |||||||
Less Vacancy & Credit Loss | (253,890) | (81,319) | (55,221) | (39,673) | (3,829,695) | (6.84) | |||||||
Effective Gross Income | $28,173,243 | $28,193,545 | $28,523,986 | $28,654,801 | $28,320,084 | $50.58 | |||||||
Total Operating Expenses | $7,878,462 | $7,843,078 | $8,026,092 | $8,174,353 | $8,297,904 | $14.82 | |||||||
Net Operating Income | $20,294,781 | $20,350,467 | $20,497,894 | $20,480,448 | $20,022,180 | $35.76 | |||||||
TI/LC | 0 | 0 | 0 | 0 | 609,709 | 1.09 | |||||||
Capital Expenditures | 0 | 0 | 0 | 0 | 111,988 | 0.20 | |||||||
Net Cash Flow | $20,294,781 | $20,350,467 | $20,497,894 | $20,480,448 | $19,300,483 | $34.47 | |||||||
NOI DSCR(1) | 1.62x | 1.62x | 1.64x | 1.63x | 1.60x | ||||||||
NCF DSCR(1) | 1.62x | 1.62x | 1.64x | 1.63x | 1.54x | ||||||||
NOI DY(1) | 10.1% | 10.2% | 10.2% | 10.2% | 10.0% | ||||||||
NCF DY(1) | 10.1% | 10.2% | 10.2% | 10.2% | 9.7% |
(1) | DSCRs and debt yields are based on the Town Center at Cobb Mortgage Loan Combination. |
A-3-36 |
TOWN CENTER AT COBB |
The Town Center at Cobb Property (Subject) | The Avenue West Cobb | Cumberland Mall | Phipps Plaza | Lenox Plaza | |
Market | Kennesaw, GA | Marietta, GA | Atlanta, GA | Atlanta, GA | Atlanta, GA |
Distance from Subject | –– | 8.5 miles | 12.5 miles | 19.0 miles | 19.0 miles |
Property Type | Regional Mall | Lifestyle Center | Super Regional Mall | Regional Mall | Super Regional Mall |
Year Built/Renovated | 1985/2011 | 2003/NAP | 1973/2007 | 1968/1992 | 1959/2007 |
Anchors | Macy’s, Sears, JC Penney, Belk | Barnes and Noble, Talbot, Loft, Ann Taylor | Costco, Macy’s, Sears | Belk, Nordstrom, Saks Fifth Avenue | Bloomingdale’s, Macy’s, Neiman Marcus |
Total GLA | 559,940 SF | 257,000 SF | 1,050,000 SF | 818,137 SF | 1,582,405 SF |
Total Occupancy | 87% | 92% | 95% | 99% | 98% |
(1) | Information obtained from appraisal dated April 10, 2012. |
A-3-37 |
TOWN CENTER AT COBB |
A-3-38 |
A-3-39 |
BJ’S PORTFOLIO |
A-3-40 |
BJ’S PORTFOLIO |
A-3-41 |
BJ’s Portfolio |
Loan Information | Property Information | |||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Portfolio | |||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Various – See Table | |||
Original Principal Balance: | $68,110,000 | Specific Property Type: | Various – See Table | |||
Cut-off Date Principal Balance: | $68,110,000 | Location: | Various – See Table | |||
% of Initial Pool Balance: | 5.2% | Size: | 1,129,828 SF | |||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per Unit/SF: | $60.28 | |||
Borrower Name: | Cole BJ Portfolio I, LLC | Year Built/Year Renovated: | Various – See Table | |||
Sponsor: | Cole Credit Property Trust III, Inc. | Occupancy %: | 100.0% | |||
Mortgage Rate: | 4.540% | Occupancy % Source Date: | August 1, 2012 | |||
Note Date: | June 5, 2012 | Title Vesting: | Fee | |||
Anticipated Repayment Date: | July 1, 2022 | Property Manager: | Cole Realty Advisors, Inc. | |||
Maturity Date: | July 1, 2042 | |||||
IO Period: | 120 months | 3rd Most Recent NOI (As of)(5): | NAV | |||
Loan Term (Original)(1): | 120 months | 2nd Most Recent NOI (As of)(5): | NAV | |||
Seasoning: | 1 month | Most Recent NOI (As of)(5): | NAV | |||
Amortization Term (Original): | NAP | |||||
Loan Amortization Type: | Interest-only, ARD | U/W Revenues: | $8,525,379 | |||
Interest Accrual Method: | Actual/360 | U/W Expenses: | $255,761 | |||
Call Protection: | L(25),GRTR 1% or YM(91),O(4) | U/W NOI: | $8,269,617 | |||
Lockbox Type: | Hard/Upfront Cash Management | U/W NCF: | $7,535,229 | |||
Additional Debt: | None | U/W NOI DSCR: | 2.64x | |||
Additional Debt Type: | NAP | U/W NCF DSCR: | 2.40x | |||
U/W NOI Debt Yield: | 12.1% | |||||
Escrows and Reserves: | U/W NCF Debt Yield: | 11.1% | ||||
As-Is Appraised Value: | $121,850,000 | |||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraisal Valuation Date: | Various | |
Taxes(2) | $0 | Springing | NAP | Cut-off Date LTV Ratio: | 55.9% | |
Insurance(3) | $0 | Springing | NAP | LTV Ratio at Maturity or ARD: | 55.9% | |
Replacement(4) | $0 | Springing | NAP | |||
TI/LC(4) | $0 | Springing | NAP |
(1) | Represents the loan term from origination through the ARD. The loan term from origination to the maturity date is 360 months. |
(2) | No reserves for taxes are required so long as (i) no event of default has occurred and is continuing and (ii) the borrower delivers to lender satisfactory evidence of payment of taxes. |
(3) | No reserves for insurance premiums are required so long as (i) no event of default has occurred and is continuing under the BJ’s Portfolio Mortgage Loan and (ii) insurance coverage of the BJ’s Portfolio Properties is included in a blanket or umbrella policy, subject to lender approval. |
(4) | No reserves for capital expenditures or tenant improvements and leasing commissions are required so long as no event of default has occurred and is continuing. |
(5) | Historical financials are not available as the BJ’s Portfolio Properties were acquired by the sponsor in September 2011. |
A-3-42 |
BJ’S PORTFOLIO |
Property Name – Location | Property Type | Allocated Cut- off Date Principal Balance | Occupancy | Year Built/Year Renovated | Net Rentable Area (SF) | Sales PSF(1) | Occupancy Cost(1) | Appraised Value |
BJ’s – Westminster, MD | Retail | $13,977,775 | 100.0% | 2001/NAP | 109,310 | $457 | 3.3% | $23,500,000 |
BJ’s – Lancaster, PA | Retail | $13,620,895 | 100.0% | 1996/NAP | 108,447 | $428 | 3.5% | $22,900,000 |
BJ’s – Uxbridge, MA | Industrial | $12,645,000 | 100.0% | 2006/NAP | 618,000 | NAP | NAP | $28,600,000 |
BJ’s – Deptford, NJ | Retail | $11,003,780 | 100.0% | 1995/NAP | 116,386 | $433 | 2.6% | $18,500,000 |
BJ’s – Pembroke Pines, FL | Retail | $8,446,145 | 100.0% | 1997/NAP | 108,625 | $517 | 1.9% | $14,200,000 |
BJ’s – Greenfield, MA | Retail | $8,416,405 | 100.0% | 1997/NAP | 69,060 | $419 | 3.6% | $14,150,000 |
Total/Weighted Average | $68,110,000 | 100.0% | 1,129,828 | $121,850,000 | ||||
(1) | Sales per square foot and occupancy costs are for the trailing twelve-month period ending January 28, 2012. |
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date |
Major Tenants | |||||||
BJ’s Wholesale Club, Inc. | NR/B1/B+ | 1,129,828 | 100.0% | $7.94 | $8,974,083 | 100.0% | 9/30/2031 |
Occupied Collateral Total | 1,129,828 | 100.0% | $7.94 | $8,974,083 | 100.0% | ||
Vacant Space | 0 | 0.0% | |||||
Collateral Total | 1,129,828 | 100.0% | |||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
A-3-43 |
BJ’S PORTFOLIO |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2017 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2018 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2019 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2020 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2021 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2022 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
Thereafter | 1 | 1,129,828 | 100.0% | 1,129,828 | 100.0% | $8,974,083 | $7.94 |
Vacant | 0 | 0 | 0.0% | 1,129,828 | 100.0% | $0 | $0.00 |
Total/Weighted Average | 1 | 1,129,828 | 100.0% | $8,974,083 | $7.94 |
(1) | Information obtained from underwritten rent roll. |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
NAV | NAV | NAV |
(1) | Historical occupancy figures are not available as the BJ’s Portfolio Properties were acquired by the sponsor in September 2011. |
U/W | U/W $ per SF | |
Gross Potential Rent | $8,974,083 | $7.94 |
Grossed Up Vacant Space | 0 | 0.00 |
Percentage Rent | 0 | 0.00 |
Total Reimbursables | 0 | 0.00 |
Other Income | 0 | 0.00 |
Less Vacancy & Credit Loss | (448,704) | (0.40) |
Effective Gross Income | $8,525,379 | $7.55 |
Total Operating Expenses | $255,761 | $0.23 |
Net Operating Income | $8,269,617 | $7.32 |
TI/LC | 564,914 | 0.50 |
Capital Expenditures | 169,474 | 0.15 |
Net Cash Flow | $7,535,229 | $6.67 |
UW NOI DSCR | 2.64x | |
UW NCF DSCR | 2.40x | |
UW NOI DY | 12.1% | |
UW NCF DY | 11.1% |
(1) | Historical financials are not available, as the BJ’s Portfolio Properties were acquired by the borrower in September 2011 through a sale-leaseback transaction. |
A-3-44 |
BJ’S PORTFOLIO |
A-3-45 |
BJ’S PORTFOLIO |
A-3-46 |
A-3-47 |
BATTELLE CAMPUS |
A-3-48 |
BATTELLE CAMPUS |
A-3-49 |
Battelle Campus |
Loan Information | Property Information | ||||||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | ||||||||
Original Principal Balance: | $60,000,000 | Specific Property Type: | Suburban | ||||||||
Cut-off Date Principal Balance: | $59,896,055 | Location: | Richland, WA | ||||||||
% of Initial Pool Balance: | 4.6% | Size: | 340,104 SF | ||||||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Unit/SF: | $176.11 | ||||||||
Borrower Name: | Notus Holdings, LLC | ||||||||||
Sponsor: | Michael E. Henry | Year Built/Renovated(3): | Various | ||||||||
Mortgage Rate: | 5.750% | Occupancy %: | 100.0% | ||||||||
Note Date: | June 25, 2012 | Occupancy % Source Date: | August 1, 2012 | ||||||||
Anticipated Repayment Date: | NAP | Title Vesting: | Leasehold | ||||||||
Maturity Date: | July 1, 2022 | Property Manager: | Sigma Management, Inc. | ||||||||
IO Period: | None | ||||||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of): | $6,537,381 (12/31/2009) | ||||||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $6,672,113 (12/31/2010) | ||||||||
Amortization Term (Original): | 264 months | Most Recent NOI (As of): | $6,672,107 (12/31/2011) | ||||||||
Loan Amortization Type: | Amortizing Balloon | ||||||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $10,498,645 | ||||||||
Call Protection: | L(25),D(91),O(4) | U/W Expenses: | $4,379,094 | ||||||||
Lockbox Type: | Hard/Upfront Cash Management | U/W NOI: | $6,119,551 | ||||||||
Additional Debt: | None | U/W NCF: | $5,672,100 | ||||||||
Additional Debt Type: | NAP | U/W NOI DSCR: | 1.27x | ||||||||
U/W NCF DSCR: | 1.18x | ||||||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 10.2% | |||||||||
U/W NCF Debt Yield: | 9.5% | ||||||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $90,800,000 | ||||||
Taxes | $157,069 | $57,866 | NAP | As-Is Appraisal Valuation Date: | May 30, 2012 | ||||||
Insurance(1) | $0 | Springing | NAP | Cut-off Date LTV Ratio: | 66.0% | ||||||
Replacement Reserves | $0 | $5,183 | NAP | LTV Ratio at Maturity or ARD: | 46.5% | ||||||
Ground Rent(2) | $0 | $5,520 | NAP | ||||||||
(1) | Monthly insurance escrows are waived as long as no event of default has occurred and is continuing and the borrower provides satisfactory evidence that the Battelle Campus Property is insured in accordance with the loan documents. |
(2) | Current total annual ground rent is $66,242. $5,520 is a monthly estimate. Ten (10) business days prior to each monthly payment date, the borrower is required to deposit a to-be-determined amount equal to the ground rent payable for that particular month. |
(3) | The Environmental Technology Building was constructed in 1994; the National Security Building was constructed in 1993; the Information Sciences Building I and II were constructed in 1990 and 1991, respectively; and the User Housing Facility was constructed in 2001. |
A-3-50 |
BATTELLE CAMPUS |
Building Name | Square Feet | Annual U/W Base Rent | Annual U/W Base Rent PSF | Year Built/ Renovated | Lease Expiration Date | Ground Lease Expiration Date | |||||||
Environmental Technology Building and National Security Building | 200,716 | $4,144,785 | $20.65 | 1993/NAP | 9/30/2018 | 9/30/2053 & 9/30/2052 | |||||||
Information Sciences Building I and II | 110,280 | $2,178,030 | $19.75 | 1990/NAP | 9/30/2017 | 9/30/2051 | |||||||
User Housing Facility | 29,108 | $349,296 | $12.00 | 2001/NAP | 9/30/2018 | 9/30/2060 | |||||||
Total/Weighted Average | 340,104 | $6,672,111 | $19.62 |
A-3-51 |
BATTELLE CAMPUS |
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date | |||||||
Major Tenant | ||||||||||||||
Battelle Memorial Institute | NR/NR/A+ | 340,104 | 100.0% | $19.62 | $6,672,111 | 100.0% | Various(2) | |||||||
Total Major Tenant | 340,104 | 100.0% | $19.62 | $6,672,111 | 100.0% | |||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | 110,280 square feet expires on September 30, 2017 and 229,824 square feet expires on September 30, 2018. |
Year Ending December 31, | No. of Leases Expiring(2) | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF | ||||||||
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | ||||||||
2017 | 2 | 110,280 | 32.4% | 110,280 | 32.4% | $2,178,030 | $19.75 | ||||||||
2018 | 3 | 229,824 | 67.6% | 340,104 | 100.0% | $4,494,081 | $19.55 | ||||||||
2019 | 0 | 0 | 0.0% | 340,104 | 100.0% | $0 | $0.00 | ||||||||
2020 | 0 | 0 | 0.0% | 340,104 | 100.0% | $0 | $0.00 | ||||||||
2021 | 0 | 0 | 0.0% | 340,104 | 100.0% | $0 | $0.00 | ||||||||
2022 | 0 | 0 | 0.0% | 340,104 | 100.0% | $0 | $0.00 | ||||||||
Thereafter | 0 | 0 | 0.0% | 340,104 | 100.0% | $0 | $0.00 | ||||||||
Vacant | 0 | 0 | 0.0% | 340,104 | 100.0% | $0 | $0.00 | ||||||||
Total/Weighted Average | 5 | 340,104 | 100.0% | $6,672,111 | $19.62 |
(1) | Information obtained from the underwritten rent roll. |
(2) | There is a separate lease for each of the five buildings at the Battelle Campus Property. |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
100% | 100% | 100% |
(1) | Information obtained from the appraisal. |
A-3-52 |
BATTELLE CAMPUS |
2009 | 2010 | 2011 | U/W(1) | U/W $ per SF | |||||||
Base Rent | $6,537,381 | $6,672,112 | $6,672,112 | $6,672,111 | $19.62 | ||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 0 | 0.00 | ||||||
Total Reimbursables | 3,143,588 | 4,078,734 | 4,696,519 | 4,160,139 | 12.23 | ||||||
Other Income | 0 | 0 | 0 | 0 | 0.00 | ||||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (333,606) | (0.98) | ||||||
Effective Gross Income | $9,680,969 | $10,750,846 | $11,368,631 | $10,498,645 | $30.87 | ||||||
Total Operating Expenses | $3,143,588 | $4,078,733 | $4,696,524 | $4,379,094 | $12.88 | ||||||
Net Operating Income | $6,537,381 | $6,672,113 | $6,672,107 | $6,119,551 | $17.99 | ||||||
TI/LC | 0 | 0 | 0 | 385,252 | 1.13 | ||||||
Capital Expenditures | 0 | 0 | 0 | 62,199 | 0.18 | ||||||
Net Cash Flow | $6,537,381 | $6,672,113 | $6,672,107 | $5,672,100 | $16.68 | ||||||
NOI DSCR | 1.36x | 1.39x | 1.39x | 1.27x | |||||||
NCF DSCR | 1.36x | 1.39x | 1.39x | 1.18x | |||||||
NOI DY | 10.9% | 11.1% | 11.1% | 10.2% | |||||||
NCF DY | 10.9% | 11.1% | 11.1% | 9.5% |
(1) | The DOE reimburses Battelle for 100% of its occupancy costs (rent, operating expense reimbursements, including management fees, base building capital improvements and tenant improvements). While Battelle is the lessee, the United States Government has deemed the Battelle Campus Property as an approved contractor-leased facility and is fully responsible for ensuring that the funds are available to pay all contractual lease expenses as documented in their contract with Battelle. Under this contract, the Battelle Campus Property is listed as an approved real estate package. |
Battelle Campus (Subject) | Salk Office Building | Group Health Medical Building | Crest Building | Jadwin Office Building | ||||||
Market | Richland, WA | Richland, WA | Kennewick, WA | Kennewick, WA | Richland, WA | |||||
Distance from Subject | -- | 1.5 miles | 10.9 miles | 11.1 miles | 5.1 miles | |||||
Property Type | Office | Office | Office | Office | Office | |||||
Year Built/Renovated | Various | 2011/NAV | 1998/NAV | 2008/NAV | 2005/NAV | |||||
Total GLA | 340,104 SF | 47,712 SF | 30,950 SF | 20,200 SF | 24,000 SF | |||||
Total Occupancy | 100% | 100% | 80% | 100% | 58% |
(1) | Information obtained from appraisal dated May 30, 2012. |
A-3-53 |
BATTELLE CAMPUS |
A-3-54 |
BATTELLE CAMPUS |
A-3-55 |
PLAZA ON RICHMOND |
A-3-56 |
PLAZA ON RICHMOND |
A-3-57 |
Plaza on Richmond |
Loan Information | Property Information | |||||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Single Asset | |||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | |||||
Original Principal Balance: | $44,000,000 | Specific Property Type: | Anchored | |||||
Cut-off Date Principal Balance: | $44,000,000 | Location: | Houston, TX | |||||
% of Initial Pool Balance: | 3.4% | Size: | 193,636 SF | |||||
Loan Purpose: | Refinance | |||||||
Borrower Name: | POR, LP | Cut-off Date Principal Balance Per Unit/SF: | $227.23 | |||||
Sponsor: | Anwar Barbouti | Year Built/Renovated: | 1960/2009 | |||||
Mortgage Rate: | 4.694% | Occupancy %(3): | 86.1% | |||||
Note Date: | July 5, 2012 | Occupancy % Source Date: | June 26, 2012 | |||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | |||||
Maturity Date: | August 1, 2022 | Property Manager: | Greenwich Management Co., Inc. | |||||
IO Period: | 24 months | |||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of): | $2,997,489 (12/31/2010) | |||||
Seasoning: | 0 months | 2nd Most Recent NOI (As of): | $3,113,089 (12/31/2011) | |||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $3,126,257 (TTM 3/31/2012) | |||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | |||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $6,182,144 | |||||
Call Protection: | L(24),D(92),O(4) | U/W Expenses: | $2,347,972 | |||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $3,834,172 | |||||
Additional Debt: | None | U/W NCF: | $3,696,874 | |||||
Additional Debt Type: | NAP | U/W NOI DSCR(4) : | 1.40x | |||||
U/W NCF DSCR(4) : | 1.35x | |||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 8.7% | ||||||
U/W NCF Debt Yield: | 8.4% | |||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $60,000,000 | |||
Taxes | $629,334 | $78,667 | NAP | As-Is Appraisal Valuation Date: | May 7, 2012 | |||
Insurance | $102,809 | $20,562 | NAP | Cut-off Date LTV Ratio: | 73.3% | |||
Replacement Reserves | $0 | $3,227 | NAP | LTV Ratio at Maturity or ARD: | 63.0% | |||
Deferred Maintenance | $0 | $0 | NAP | |||||
Leasing Holdback(1) | $5,000,000 | $0 | NAP | |||||
TI/LC Reserve(2) | $1,000,000 | Springing | $300,000 | |||||
(1) | At closing, a $5.0 million holdback was reserved in association with the lease-up of a 26,929 square foot space (the “Former 24 Hour Fitness Space”) at the Plaza on Richmond Property. The $5.0 million will only be released in whole or in part upon satisfaction of the “Earnout Requirements” as defined in the “Escrows” section below. The borrower has a lease out for signature to HH Gregg for the entire Former 24 Hour Fitness Space at a base rent of $19.00 per square foot, 10-year initial term and approximately $10.19 in reimbursements. |
(2) | $1.0 million of proceeds was funded into a TI/LC reserve at closing for payment of leasing costs. Once the balance of the reserve falls below $100,000, the borrower will be required to fund $8,068 monthly subject to a cap of $300,000. Provided that HH Gregg executes a lease with terms including but not limited to: (1) triple net base rent of $19.00 per square foot; (2) a minimum of a 10 year lease term; (3) no tenant improvements and leasing commission payable by borrower required per the lease; (4) tenant having taken occupancy; (5) tenant paying full rent; (6) borrower provides to lender a lease estoppel; and (7) no event of default, lesser of $500,000 or reserve balance of such TI/LC reserve shall be released to the borrower and the remaining reserve amount shall be held to be used for future leasing costs. |
(3) | Excludes the lease out for signature to a tenant, HH Gregg, which would take the occupancy to 100%. |
(4) | The underwritten NOI and NCF assumes that the lease out for signature to HH Gregg for the entire Former 24 Hour Fitness Space will be executed with the terms described in footnotes 1 and 2 above. Excluding this lease from the underwriting would result in an U/W NOI DSCR and U/W NCF DSCR of 1.22x and 1.19x, respectively. There is a $5.0 million holdback reserve for this space, as described in footnote 1 above and defined in the “Escrows” section below, which is anticipated to be released to the borrower upon among other things, execution of the HH Gregg lease and satisfaction of the other Earnout Requirements. |
A-3-58 |
PLAZA ON RICHMOND |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Sales PSF(2) | Occupancy Cost(2) | Lease Expiration Date | ||
Major Tenants | |||||||||||
24 Hour Fitness | NR/NR/NR | 36,937 | 19.1% | $23.57 | $870,605 | 22.7% | $97 | 24.3% | 10/31/2024 | ||
TJ Maxx(3) | NR/A3/A | 29,273 | 15.1% | $20.03 | $586,314 | 15.3% | $480 | 4.2% | 1/31/2023 | ||
Golf Galaxy | NR/NR/NR | 15,078 | 7.8% | $21.75 | $327,947 | 8.6% | $300 | 7.2% | 5/31/2015 | ||
Ulta Salon | NR/NR/NR | 11,871 | 6.1% | $25.85 | $306,865 | 8.0% | $601 | 4.3% | 6/30/2015 | ||
Office Depot | NR/B2/B- | 17,566 | 9.1% | $16.97 | $298,095 | 7.8% | NAV | NAV | 2/28/2014 | ||
Total Major Tenants | 110,725 | 57.2% | $21.58 | $2,389,826 | 62.4% | ||||||
Non-Major Tenants | 55,982 | 28.9% | $25.76 | $1,441,936 | 37.6% | ||||||
Occupied Collateral | 166,707 | 86.1% | $22.99 | $3,831,762 | 100.0% | ||||||
Vacant Space(4) | 26,929 | 13.9% | |||||||||
Collateral Total | 193,636 | 100.0% | |||||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Sales and occupancy costs are for the calendar year ended 2011. |
(3) | The base rent for TJ Maxx was averaged over the loan term due to the tenant being rated investment grade and the lease expiration being beyond the loan term. The current base rent is $19.00 per square foot, however, there is a rent step to $20.90 per square foot on February 1, 2018. |
(4) | There is a lease out for signature to a tenant, HH Gregg, which would take the occupancy to 100%. |
A-3-59 |
PLAZA ON RICHMOND |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2012 | 1 | 8,000 | 4.1% | 8,000 | 4.1% | $228,000 | $28.50 |
2013 | 3 | 7,548 | 3.9% | 15,548 | 8.0% | $258,903 | $34.30 |
2014 | 4 | 29,039 | 15.0% | 44,587 | 23.0% | $582,383 | $20.06 |
2015 | 8 | 52,910 | 27.3% | 97,497 | 50.4% | $1,211,057 | $22.89 |
2016 | 1 | 3,000 | 1.5% | 100,497 | 51.9% | $94,500 | $31.50 |
2017 | 0 | 0 | 0.0% | 100,497 | 51.9% | $0 | $0.00 |
2018 | 0 | 0 | 0.0% | 100,497 | 51.9% | $0 | $0.00 |
2019 | 0 | 0 | 0.0% | 100,497 | 51.9% | $0 | $0.00 |
2020 | 0 | 0 | 0.0% | 100,497 | 51.9% | $0 | $0.00 |
2021 | 0 | 0 | 0.0% | 100,497 | 51.9% | $0 | $0.00 |
2022 | 0 | 0 | 0.0% | 100,497 | 51.9% | $0 | $0.00 |
Thereafter | 2 | 66,210 | 34.2% | 166,707 | 86.1% | $1,456,919 | $22.00 |
Vacant | 0 | 26,929 | 13.9% | 193,636 | 100.0% | $0 | $0.00 |
Total/Weighted Average | 19 | 193,636 | 100.0% | $3,831,762 | $22.99 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
86% | 86% | 86% | ||
(1) Information obtained from borrower rent rolls. |
2010 | 2011 | TTM 2/29/2012 | U/W | U/W $ per SF | ||||||
Base Rent | $3,422,873 | $3,497,097 | $3,505,684 | $3,831,762 | $19.79 | |||||
Grossed Up Vacant Space | 0 | 0 | 0 | 786,058(1) | 4.06 | |||||
Percentage Rent | 75,178 | 93,682 | 93,682 | 0 | 0.00 | |||||
Total Reimbursables | 1,719,320 | 1,712,784 | 1,660,919 | 1,841,798 | 9.51 | |||||
Other Income | 3,203 | 0 | 0 | 0 | 0.00 | |||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (277,474)(1) | (1.43) | |||||
Effective Gross Income | $5,220,574 | $5,303,563 | $5,260,285 | $6,182,144 | $31.93 | |||||
Total Operating Expenses | $2,223,085 | $2,190,474 | $2,134,028 | $2,347,972 | $12.13 | |||||
Net Operating Income(2) | $2,997,489 | $3,113,089 | $3,126,257 | $3,834,172 | $19.80 | |||||
TI/LC | 0 | 0 | 0 | 98,571 | 0.51 | |||||
Capital Expenditures | 0 | 0 | 0 | 38,727 | 0.20 | |||||
Net Cash Flow | $2,997,489 | $3,113,089 | $3,126,257 | $3,696,874 | $19.09 | |||||
NOI DSCR | 1.10x | 1.14x | 1.14x | 1.40x | ||||||
NCF DSCR | 1.10x | 1.14x | 1.14x | 1.35x | ||||||
NOI DY | 6.8% | 7.1% | 7.1% | 8.7% | ||||||
NCF DY | 6.8% | 7.1% | 7.1% | 8.4% |
(1) | The Plaza on Richmond Property has vacant space equal to 13.9% of the net rentable area. The borrower has a lease out for signature to a tenant, HH Gregg, to lease the entire vacant space at the Plaza on Richmond Property. Per the appraisal of the mortgaged property, the Uptown Houston/Galleria retail submarket had a 1.4% vacancy rate as of the first quarter of 2012. After grossing up the vacant space based on the terms of the HH Gregg lease, a 5% vacancy was underwritten on all tenants excluding the TJ Maxx tenant which is an investment grade tenant with a lease term beyond the maturity date. The Plaza on Richmond Property is currently 86.1% leased. Additionally, in order to mitigate potential risks associated with the vacant space, the lender has retained a $5,000,000 Leasing Holdback and a $1,000,000 TI/LC reserve. See “Escrows” below. |
(2) | The U/W NOI is higher than the historical NOIs due to several factors including but not limited to new leasing, some of which is described above in footnote 1. |
A-3-60 |
PLAZA ON RICHMOND |
Plaza on Richmond (Subject) | Greenway Commons | Post Oak Center | Centre at Post Oak | Uptown Plaza | Uptown Park | |
Market | Houston, TX | Houston, TX | Houston, TX | Houston, TX | Houston, TX | Houston, TX |
Distance from Subject | -- | 1.5 miles | 1.3 miles | 1.0 mile | 1.2 miles | 2.2 miles |
Property Type | Retail | Retail | Retail | Retail | Retail | Retail |
Year Built/Renovated | 1960/2009 | 2008/NAV | 1960/NAV | 1995/NAV | 2002/NAV | 1999/NAV |
Total GLA | 193,636 SF | 248,708 SF | 208,000 SF | 183,136 SF | 28,000 SF | 169,112 SF |
Total Occupancy | 86% | 96% | 98% | 87% | 95% | 96% |
(1) | Information obtained from appraisal dated May 7, 2012. |
A-3-61 |
PLAZA ON RICHMOND |
A-3-62 |
PLAZA ON RICHMOND |
A-3-63 |
DOUBLETREE NEW ORLEANS |
A-3-64 |
DOUBLETREE NEW ORLEANS |
A-3-65 |
DoubleTree New Orleans | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Hospitality | ||||
Original Principal Balance: | $42,000,000 | Specific Property Type: | Full Service | ||||
Cut-off Date Principal Balance: | $41,954,842 | Location: | New Orleans, LA | ||||
% of Initial Pool Balance: | 3.2% | Size: | 367 rooms | ||||
Loan Purpose: | Refinance | Cut-off Date Principal | $114,318 | ||||
Borrower Name: | Canal Street Property, L.L.C. | Balance Per Room: | |||||
Sponsors: | David R. Burrus; George J. Newton III | Year Built/Renovated: | 1977/2008 | ||||
Mortgage Rate: | 4.950% | Occupancy %: | 68.3% | ||||
Note Date: | June 15, 2012 | Occupancy % Source Date: | April 30, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee & Leasehold | ||||
Maturity Date: | July 1, 2017 | Property Manager: | DoubleTree Management LLC | ||||
IO Period: | None | ||||||
Loan Term (Original): | 60 months | 3rd Most Recent NOI (As of): | $4,324,568 (12/31/2010) | ||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $5,384,177 (12/31/2011) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $6,455,553 (TTM 4/30/2012) | ||||
Loan Amortization Type: | Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | ||||||
Call Protection: | L(25),D(31),O(4) | U/W Revenues: | $16,274,028 | ||||
Lockbox Type: | Hard/Springing Cash Management | U/W Expenses: | $10,051,763 | ||||
Additional Debt(1): | Yes | U/W NOI: | $6,222,265 | ||||
Additional Debt Type(1): | Future Mezzanine | U/W NCF: | $5,571,304 | ||||
U/W NOI DSCR: | 2.31x | ||||||
U/W NCF DSCR: | 2.07x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 14.8% | |||||
Type: | Initial | Monthly | Cap (If Any) | U/W NCF Debt Yield: | 13.3% | ||
Taxes | $281,305 | $40,186 | NAP | As-Is Appraised Value: | $73,200,000 | ||
Insurance | $60,287 | $30,144 | NAP | As-Is Appraisal Valuation Date: | May 14, 2012 | ||
FF&E(2) | $400,000 | (2) | NAP | Cut-off Date LTV Ratio: | 57.3% | ||
Ground Rent Reserve(3) | $27,448 | Springing | NAP | LTV Ratio at Maturity or ARD: | 52.9% | ||
(1) | The loan documents allow mezzanine debt subject to several conditions including: (i) the combined loan-to-value ratio may not exceed 70% and (ii) the combined debt service coverage ratio may not be less than 1.40x. See the “Subordinate and Mezzanine Indebtedness” section below for more detail. |
(2) | The loan documents provide for an ongoing FF&E reserve for which the monthly escrow requirement is: (i) in year one, one twelfth of the difference between the initially collected $400,000 and 4.0% of the annual gross revenues in the prior year and (ii) thereafter, one twelfth of four percent of the annual gross revenues in the prior year. For the first year, the monthly payment is estimated as $20,833. |
(3) | The loan documents provide for an ongoing ground rent reserve in an amount that is to be estimated by lender to be sufficient to pay any installment of ground rent under each ground lease (described in the “Ground Lease” section below) at least 30 days before the date that such installment is due. The borrower will not be required to make monthly deposits to the ongoing ground rent reserve provided that: (i) no event of default has occurred or is continuing and (ii) on the closing date, and for the remainder of the term of the DoubleTree New Orleans Mortgage Loan, the borrower has deposited and maintained funds in the reserve sufficient for the payment of two installments of ground rent. On the closing date, the borrower funded two installments of ground rent in furtherance of clause (ii) above. See the “Escrows” and “Ground Lease” sections below for more detail. |
A-3-66 |
DOUBLETREE NEW ORLEANS |
2010 | 2011 | TTM 4/30/2012 | U/W | U/W $ per Room | ||||||
Occupancy | 69.0% | 66.2% | 68.3% | 68.3% | ||||||
ADR | $122.92 | $140.70 | $148.46 | $148.46 | ||||||
RevPAR | $84.81 | $93.14 | $101.40 | $101.40 | ||||||
Total Revenue | $14,078,930 | $15,168,775 | $16,274,028 | $16,274,028 | $44,343 | |||||
Total Department Expenses | 4,348,559 | 4,078,478 | 3,859,165 | 3,859,165 | 10,515 | |||||
Gross Operating Profit | $9,730,371 | $11,090,297 | $12,414,863 | $12,414,863 | $33,828 | |||||
Total Undistributed Expenses | 4,566,890 | 4,945,610 | 5,195,025 | 5,348,638 | 14,574 | |||||
Profit Before Fixed Charges | $5,163,481 | $6,144,687 | $7,219,838 | $7,066,226 | $19,254 | |||||
Total Fixed Charges | 838,913 | 760,510 | 764,285 | 843,961 | 2,300 | |||||
Net Operating Income | $4,324,568 | $5,384,177 | $6,455,553 | $6,222,265 | $16,954 | |||||
FF&E | 0 | 0 | 0 | 650,961 | 1,774 | |||||
Net Cash Flow | $4,324,568 | $5,384,177 | $6,455,553 | $5,571,304 | $15,181 | |||||
NOI DSCR | 1.61x | 2.00x | 2.40x | 2.31x | ||||||
NCF DSCR | 1.61x | 2.00x | 2.40x | 2.07x | ||||||
NOI DY | 10.3% | 12.8% | 15.4% | 14.8% | ||||||
NCF DY | 10.3% | 12.8% | 15.4% | 13.3% | ||||||
Competitive Set | DoubleTree Hotel New Orleans | Penetration Factor | |||||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | ||||||||||
1/31/2012 TTM | 63.1% | $140.37 | $88.63 | 68.3% | $148.48 | $101.48 | 108.2% | 105.8% | 114.5% | ||||||||||
1/31/2011 TTM | 60.1% | $133.93 | $80.53 | 67.0% | $134.10 | $89.90 | 111.5% | 100.1% | 111.6% | ||||||||||
1/31/2010 TTM | 53.3% | $129.72 | $69.19 | 67.5% | $111.86 | $75.45 | 126.5% | 86.2% | 109.1% |
(1) | Information obtained from a third party hospitality report dated May 17, 2012. |
A-3-67 |
DOUBLETREE NEW ORLEANS |
A-3-68 |
DOUBLETREE NEW ORLEANS |
A-3-69 |
COLE OFFICE PORTFOLIO |
A-3-70 |
COLE OFFICE PORTFOLIO |
A-3-71 |
Cole Office Portfolio |
Loan Information | Property Information | |||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Portfolio | |||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | |||
Original Principal Balance: | $41,000,000 | Specific Property Type: | Suburban | |||
Cut-off Date Principal Balance: | $41,000,000 | Location: | Various – See Table | |||
% of Initial Pool Balance: | 3.2% | Size: | 356,420 SF | |||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per Unit/SF: | $115.03 | |||
Borrower Name(1): | Various | Year Built/Renovated: | Various – See Table | |||
Sponsor: | Cole Credit Property Trust III, Inc. | Occupancy %: | 100.0% | |||
Mortgage Rate: | 4.730% | Occupancy % Source Date: | August 1, 2012 | |||
Note Date: | May 23, 2012 | Title Vesting: | Fee | |||
Anticipated Repayment Date: | June 1, 2022 | Property Manager: | Cole Realty Advisors, Inc. | |||
Maturity Date: | June 1, 2032 | |||||
IO Period: | 120 months | 3rd Most Recent NOI (As of)(3): | NAV | |||
Loan Term (Original): | 120 months | 2nd Most Recent NOI (As of)(3): | NAV | |||
Seasoning: | 2 months | Most Recent NOI (As of)(4): | $6,359,818 (Annualized 3/31/2012) | |||
Amortization Term (Original): | NAP | |||||
Loan Amortization Type: | Interest-only, ARD | U/W Revenues: | $7,711,515 | |||
Interest Accrual Method: | Actual/360 | U/W Expenses: | $2,649,772 | |||
Call Protection(2): | L(47),GRTR 1% or YM(69),O(4) | U/W NOI: | $5,061,743 | |||
Lockbox Type: | Hard/Upfront Cash Management | U/W NCF: | $4,535,129 | |||
Additional Debt: | None | U/W NOI DSCR: | 2.57x | |||
Additional Debt Type: | NAP | U/W NCF DSCR: | 2.31x | |||
U/W NOI Debt Yield: | 12.3% | |||||
Escrows and Reserves: | None | U/W NCF Debt Yield: | 11.1% | |||
As-Is Appraised Value: | $79,600,000 | |||||
As-Is Appraisal Valuation Date: | Various | |||||
Cut-off Date LTV Ratio: | 51.5% | |||||
LTV Ratio at Maturity or ARD: | 51.5% | |||||
(1) | Borrower names are Cole of Duluth GA, LLC; Cole of Parsippany NJ, LLC; and Cole of Nashville TN, LLC. |
(2) | The yield maintenance premium is calculated based on an amount equal to the greater of (i) 1.0% of the outstanding principal balance and (ii) the excess of the sum of the present values using a discount rate equal to 25 basis points plus a periodic Treasury yield of principal and interest through the maturity date, over the outstanding principal balance. |
(3) | Historical financials are not available as the properties were acquired by the borrower in 2011 and 2012. |
(4) | Represents year-to-date annualized as of March 31, 2012 for the Duluth, Georgia and Nashville, Tennessee properties; represents March 2012 annualized for the Parsippany, New Jersey property. |
A-3-72 |
COLE OFFICE PORTFOLIO |
Property Name – Location | Property Type | Allocated Cut-off Date Principal Balance | Occupancy | Year Built/ Renovated | Net Rentable Area (SF) | Appraised Value | |
The Medicines Company – Parsippany, NJ | Office | $27,700,000 | 100.0% | 1979/2008 | 176,062 | $52,000,000 | |
AGCO Corporation – Duluth, GA | Office | $8,600,000 | 100.0% | 1998/NAP | 125,800 | $18,000,000 | |
Emdeon Business Services – Nashville, TN | Office | $4,700,000 | 100.0% | 2010/NAP | 54,558 | $9,600,000 | |
Total/Weighted Average | $41,000,000 | 100.0% | 356,420 | $79,600,000 | |||
Tenant Name | Credit Rating (Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date | |
Major Tenants | ||||||||
The Medicines Company | NR/NR/NR | 176,062(2) | 49.4% | $22.33 | $3,930,777 | 65.3% | 12/5/2023(3) | |
AGCO Corporation | NR/Ba1/BBB- | 125,800 | 35.3% | $10.50 | $1,320,900 | 22.0% | 7/31/2026(4)(5) | |
Emdeon Business Services | NR/NR/NR | 54,558 | 15.3% | $14.00 | $763,812(6) | 12.7% | 9/30/2025(7) | |
Total Major Tenants | 356,420 | 100.0% | $16.88 | $6,015,489 | 100.0% | |||
Vacant Space | 0 | 0.0% | ||||||
Collateral Total | 356,420 | 100.0% | ||||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Includes 43,883 square feet of unfinished space, which is not currently being occupied. A security deposit is in place with a balance of $2.1 million as of March 26, 2012; the balance of the security deposit cannot be reduced below $973,946, which is approximately equal to the underwritten base rent of the unfinished space for one-year ($987,368). The lender has an assignment of this security deposit. In addition, Cole Credit Property Trust III, Inc. guarantees the borrower’s funding of a $1.5 million ($35.00 per square foot) TI obligation for this space once it is built out. |
(3) | The Medicines Company has two 5-year renewal options at 95.0% of market rent. |
(4) | Beginning August 1, 2014, AGCO Corporation has a right of first refusal purchase option if the borrower receives a bona fide written purchase offer from any third party. If this purchase option is exercised, the borrower would be required to pay any applicable yield maintenance. |
(5) | AGCO Corporation has two 10-year extension options at 95.0% of market rent. |
(6) | Emdeon Business Services has contractual base rental rate increases of 2.5% per year, which were not included in the underwriting. |
(7) | Emdeon Business Services has two 5-year renewal options. |
A-3-73 |
COLE OFFICE PORTFOLIO |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF | |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2014 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2015 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2016 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2017 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2018 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2019 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2020 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2021 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2022 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
Thereafter | 3 | 356,420 | 100.0% | 356,420 | 100.0% | $6,015,489 | $16.88 | |
Vacant | 0 | 0 | 0.0% | 356,420 | 100.0% | $0 | $0.00 | |
Total/Weighted Average | 3 | 356,420 | 100.0% | $6,015,489 | $16.88 |
(1) | Information obtained from the underwritten rent roll. |
Annualized 3/31/2012(2) | U/W | U/W $ per SF | ||||
Base Rent | $6,487,437 | $6,015,489 | $16.88 | |||
Grossed Up Vacant Space | 0 | 0 | 0.00 | |||
Total Reimbursables | 712 | 2,203,330 | 6.18 | |||
Other Income | 0 | 0 | 0.00 | |||
Less Vacancy & Credit Loss | 0 | (507,304) | (1.42) | |||
Effective Gross Income | $6,488,150 | $7,711,515 | $21.64 | |||
Total Operating Expenses | $128,332 | $2,649,772 | $7.43 | |||
Net Operating Income | $6,359,818 | $5,061,743 | $14.20 | |||
TI/LC | 0 | 437,508 | 1.23 | |||
Capital Expenditures | 0 | 89,105 | 0.25 | |||
Net Cash Flow | $6,359,818 | $4,535,129 | $12.72 | |||
NOI DSCR | 3.23x | 2.57x | ||||
NCF DSCR | 3.23x | 2.31x | ||||
NOI DY | 15.5% | 12.3% | ||||
NCF DY | 15.5% | 11.1% |
(1) | Historical financials are not available as the properties were acquired by the borrower in 2011 and 2012. The collateral consists of three single-tenant properties that are 100% occupied on triple net leases. Occupancy of 91.6% was used for underwriting. |
(2) | Represents year-to-date annualized as of March 31, 2012 for the Duluth, Georgia and Nashville, Tennessee properties; represents March 2012 annualized for the Parsippany, New Jersey property. |
A-3-74 |
COLE OFFICE PORTFOLIO |
A-3-75 |
COLE OFFICE PORTFOLIO |
A-3-76 |
A-3-77 |
BANK OF AMERICA FINANCIAL CENTER |
A-3-78 |
BANK OF AMERICA FINANCIAL CENTER |
A-3-79 |
Bank of America Financial Center | ||||||
Loan Information | Property Information | |||||
Mortgage Loan Seller: | Liberty Island Group I LLC | Single Asset/Portfolio: | Single Asset | |||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | |||
Original Principal Balance: | $33,000,000 | Specific Property Type: | CBD | |||
Cut-off Date Principal Balance: | $33,000,000 | Location: | Spokane, WA | |||
% of Initial Pool Balance: | 2.5% | Size(1): | 324,165 SF | |||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Unit/SF: | $101.80 | |||
Borrower Name: | 601 W. Riverside LLC | |||||
Sponsor: | Unico Investment Group LLC | Year Built/Renovated: | 1981/NAP | |||
Mortgage Rate: | 4.860% | Occupancy %: | 90.3% | |||
Note Date: | June 15, 2012 | Occupancy % Source Date: | May 31, 2012 | |||
Anticipated Repayment Date: | NAP | Title Vesting(2): | Fee | |||
Maturity Date: | July 1, 2022 | Property Manager: | Unico Properties LLC | |||
IO Period: | 36 months | |||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of): | $3,213,753 (12/31/2009) | |||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $3,413,272 (12/31/2010) | |||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $3,322,716 (12/31/2011) | |||
Loan Amortization Type: | Interest-only, Amortizing Balloon | |||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $6,671,263 | |||
Call Protection: | L(25),D(91),O(4) | U/W Expenses: | $3,402,809 | |||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $3,268,454 | |||
Additional Debt: | None | U/W NCF: | $2,785,444 | |||
Additional Debt Type: | NAP | U/W NOI DSCR: | 1.56x | |||
U/W NCF DSCR: | 1.33x | |||||
Escrows and Reserves: | U/W NOI Debt Yield: | 9.9% | ||||
U/W NCF Debt Yield: | 8.4% | |||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $47,000,000 | |
Taxes | $217,491 | $43,498 | NAP | As-Is Appraisal Valuation Date: | May 15, 2012 | |
Insurance | $61,635 | $6,163 | NAP | Cut-off Date LTV Ratio: | 70.2% | |
Replacement Reserves | $7,700 | $7,700 | NAP | LTV Ratio at Maturity or ARD: | 62.0% | |
Deferred Maintenance | $337,091 | $0 | NAP | |||
TI/LC | $30,750 | $30,750 | $1,350,000 | |||
(1) | The rent roll provided by the borrower equals a rentable area of 323,128 square feet. The lender used the leasable area which matched the provided leases totalling 324,165 square feet. In addition, the Bank of America Financial Center Property includes an eight-level parking garage; the parking garage’s square footage is not included in the total square footage. |
(2) | Approximately 4,608 square feet of the land beneath the parking garage totalling 27,500 square feet is subject to a ground lease. The parking garage, as well as the majority of the land beneath the parking garage, is owned by the Bank of America Financial Center borrower. |
A-3-80 |
BANK OF AMERICA FINANCIAL CENTER |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date |
Major Tenants | |||||||
Lee & Hayes PLLC | NR/NR/NR | 31,679 | 9.8% | $23.50 | $744,457 | 14.0% | 9/30/2018 |
Clearwater Paper Corporation | NR/Ba2/BB | 31,538 | 9.7% | $22.00 | $693,836 | 13.0% | 9/30/2018 |
Moss Adams LLP | NR/NR/NR | 22,732 | 7.0% | $19.50 | $443,274 | 8.3% | 7/31/2020 |
CliftonLarsonAllen, LLP | NR/NR/NR | 19,419 | 6.0% | $21.00 | $407,799 | 7.6% | 5/31/2019 |
Bank of America, NA(2) | A/Baa2/A- | 44,239 | 13.6% | $8.74 | $386,647 | 7.3% | 6/30/2023 |
Total Major Tenants | 149,607 | 46.2% | $17.89 | $2,676,013 | 50.2% | ||
Non-Major Tenants | 142,965 | 44.1% | $18.58 | $2,656,274 | 49.8% | ||
Occupied Collateral | 292,572 | 90.3% | $18.23 | $5,332,287 | 100.0% | ||
Vacant Space | 31,593 | 9.7% | |||||
Collateral Total | 324,165 | 100.0% | |||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Bank of America leases five separate spaces totalling 44,239 square feet with all leases expiring on June 30, 2023. |
Year Ending December 31, | No. of Leases Expiring(3) | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(4) |
MTM | 3 | 3,270 | 1.0% | 3,270 | 1.0% | $20,109 | $6.15 |
2012 | 1 | 861 | 0.3% | 4,131 | 1.3% | $15,504 | $18.01 |
2013 | 4 | 18,714 | 5.8% | 22,845 | 7.1% | $395,796 | $21.15 |
2014 | 1 | 1,757 | 0.5% | 24,602 | 7.6% | $7,379 | $4.20 |
2015 | 4 | 31,194 | 9.7% | 55,796 | 17.3% | $662,579 | $21.24 |
2016 | 2 | 20,734 | 6.4% | 76,530 | 23.8% | $423,889 | $20.44 |
2017 | 3 | 20,101 | 6.2% | 96,631 | 30.0% | $418,325 | $20.81 |
2018 | 5 | 85,491 | 26.6% | 182,122 | 56.6% | $1,901,919 | $22.25 |
2019 | 1 | 19,419 | 6.0% | 201,541 | 62.6% | $407,799 | $21.00 |
2020 | 1 | 22,732 | 7.1% | 224,273 | 69.7% | $443,274 | $19.50 |
2021 | 1 | 21,658 | 6.7% | 245,931 | 76.4% | $249,067 | $11.50 |
2022 | 0 | 0 | 0.0% | 245,931 | 76.4% | $0 | $0.00 |
Thereafter | 5 | 44,239 | 13.7% | 290,170 | 90.2% | $386,647 | $8.74 |
Vacant | 0 | 31,593 | 9.8% | 321,763 | 100.0% | $0 | $0.00 |
Total/Weighted Average | 31 | 321,763 | 100.0% | $5,332,287 | $18.38 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | The Lease Expiration Schedule excludes the building conference room (934 square feet) and building management office (1,468 square feet). There is no income attributable to these spaces or lease expiration dates. |
(4) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. When including the building conference room (934 square feet) and building management office (1,468 square feet) the Annual U/W Base Rent PSF equals $18.23. |
A-3-81 |
BANK OF AMERICA FINANCIAL CENTER |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
94% | 95% | 95% |
(1) | Information obtained from the borrower. |
2009 | 2010 | 2011 | U/W | U/W $ per SF | ||||||
Base Rent | $5,091,016 | $5,405,883 | $5,403,656 | $5,960,851 | $18.39 | |||||
Grossed Up Vacant Space | 0 | 0 | 0 | 659,382 | 2.03 | |||||
Parking | 607,185 | 590,194 | 586,365 | 586,365 | 1.81 | |||||
Reimbursements | 615,070 | 617,544 | 696,293 | 714,462 | 2.20 | |||||
Other Income | 74,404 | 64,613 | 284,117 | 68,967 | 0.21 | |||||
Less Vacancy & Credit Loss | (91,339) | (27,499) | (448,585) | (659,382) | (2.03) | |||||
Effective Gross Income | $6,296,336 | $6,650,735 | $6,521,846 | $6,671,263 | $20.58 | |||||
Total Operating Expenses | $3,082,583 | $3,237,463 | $3,199,130 | $3,402,809 | $10.50 | |||||
Net Operating Income | $3,213,753 | $3,413,272 | $3,322,716 | $3,268,454 | $10.08 | |||||
TI/LC(1) | 450,035 | 257,217 | 1,500,115 | 390,860 | 1.21 | |||||
Capital Expenditures | 322,231 | 0 | 10,726 | 92,150 | 0.28 | |||||
Net Cash Flow | $2,441,487 | $3,156,055 | $1,811,875 | $2,785,444 | $8.59 | |||||
NOI DSCR | 1.54x | 1.63x | 1.59x | 1.56x | ||||||
NCF DSCR | 1.17x | 1.51x | 0.87x | 1.33x | ||||||
NOI DY | 9.7% | 10.3% | 10.1% | 9.9% | ||||||
NCF DY | 7.4% | 9.6% | 5.5% | 8.4% |
(1) | Substantial tenant improvement costs were incurred in 2011 due to tenant renewals, allowances, as well as upgrades made to old spaces. |
A-3-82 |
BANK OF AMERICA FINANCIAL CENTER |
Bank of America Financial Center (Subject) | 601 West 1st Avenue | 601 West Main Avenue | 201 West North River Drive | 41 West Riverside Avenue | 501 N Riverpoint Boulevard | |
Market | Spokane, WA | Spokane, WA | Spokane, WA | Spokane, WA | Spokane, WA | Spokane, WA |
Property Type | CBD Office | CBD Office | CBD Office | CBD Office | CBD Office | CBD Office |
Year Built/Renovated | 1981/NAP | 1982/NAP | 1973/2003 | 1985/NAP | 2004/NAP | 1988/NAP |
Total GLA | 324,165 SF | 227,300 SF | 173,341 SF | 96,735 SF | 80,445 SF | 75,000 SF |
Total Occupancy | 90% | 85% | 82% | 88% | 100% | 100% |
(1) | Information obtained from the appraisal dated May 15, 2012. |
A-3-83 |
BANK OF AMERICA FINANCIAL CENTER |
A-3-84 |
A-3-85 |
Fair Hill | ||||||||
Loan Information | Property Information | |||||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Single Asset | |||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | |||||
Original Principal Balance: | $31,250,000 | Specific Property Type: | Anchored | |||||
Cut-off Date Principal Balance: | $31,250,000 | Location: | Olney, MD | |||||
% of Initial Pool Balance: | 2.4% | Size: | 110,072 SF | |||||
Loan Purpose: | Refinance | |||||||
Borrower Name: | Olney Town Center Properties, L.L.C. | Cut-off Date Principal Balance Per Unit/SF: | $283.91 | |||||
Sponsor: | Carl M. Freeman Associates, Inc. | Year Built/Renovated: | 1998/2011 | |||||
Mortgage Rate: | 4.670% | Occupancy %(2): | 98.5% | |||||
Note Date: | June 26, 2012 | Occupancy % Source Date: | June 1, 2012 | |||||
Anticipated Repayment Date: | NAP | Title Vesting(3): | Fee & Leasehold | |||||
Maturity Date: | July 1, 2022 | Property Manager: | Carl M. Freeman Retail L.L.C. | |||||
IO Period: | 12 months | |||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of)(4): | NAV | |||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $1,651,703 (12/31/2011) | |||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $2,345,017 (TTM 4/30/2012) | |||||
Loan Amortization Type: | Interest-only, Amortizing Balloon | |||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $3,914,877 | |||||
Call Protection: | L(25),GRTR 1% or YM(91),O(4) | U/W Expenses: | $1,215,555 | |||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $2,699,322 | |||||
Additional Debt: | None | U/W NCF: | $2,565,847 | |||||
Additional Debt Type: | NAP | U/W NOI DSCR: | 1.39x | |||||
U/W NCF DSCR: | 1.32x | |||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 8.6% | ||||||
U/W NCF Debt Yield: | 8.2% | |||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $44,400,000 | |||
Taxes | $350,630 | $31,875 | NAP | As-Is Appraisal Valuation Date: | June 2, 2012 | |||
Insurance | $12,079 | $2,013 | NAP | Cut-off Date LTV Ratio: | 70.4% | |||
Replacement Reserves | $1,926 | $1,926 | $50,000 | LTV Ratio at Maturity or ARD: | 58.8% | |||
TI/LC Reserve(1) | $1,014,090 | $9,173 | $250,000 | |||||
Ground Rent Reserve | $26,201 | NAP | NAP | |||||
(1) | Funds held back at closing are associated with outstanding tenant improvements and leasing commissions and free rent for the TD Bank and Winery at Olney tenants. |
(2) | Two tenants, TD Bank (2.9% of net rentable area) and Winery at Olney (2.2% of net rentable area), executed leases but have not yet taken occupancy. TD Bank’s lease commenced on June 11, 2012 and rental payments are scheduled to commence at the earlier of the tenant opening for business and December 8, 2012. Winery at Olney’s lease commenced on March 28, 2012, with rental payments scheduled to commence at the earlier of the tenant opening for business and September 29, 2012. The lender has reserved funds associated with outstanding tenant improvements and leasing commissions and free rent for both tenants. Both tenants were underwritten as occupied. |
(3) | A 10.9 acre portion of the site is encumbered by a long-term ground lease. The ground lease expires on December 31, 2078 with no remaining extension options. |
(4) | The Fair Hill Property underwent a significant re-development in 2010/2011 during which the Fair Hill Property was not operational. |
A-3-86 |
FAIR HILL |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Sales PSF(2) | Occupancy Cost(2) | Lease Expiration Date | ||||
Major Tenants | |||||||||||||
Harris Teeter, Inc. | NR/NR/NR | 52,445 | 47.6% | $16.00 | $839,120 | 25.8% | $561 | 4.0% | 4/30/2031 | ||||
TD Bank(3) | AA-/Aaa/AA- | 3,200 | 2.9% | $98.44 | $315,000 | 9.7% | NAV | NAV | 4/30/2032 | ||||
PNC Bank | A+/A3/A- | 2,400 | 2.2% | $104.17 | $250,000 | 7.7% | NAV | NAV | 4/30/2031 | ||||
Grill Marx, LLC | NR/NR/NR | 5,525 | 5.0% | $40.31 | $222,712 | 6.9% | $541 | 9.1% | 1/31/2021 | ||||
The Greene Turtle | NR/NR/NR | 6,787 | 6.2% | $31.78 | $215,691 | 6.6% | $577 | 6.6% | 12/31/2020 | ||||
Total Major Tenants | 70,357 | 63.9% | $26.19 | $1,842,523 | 56.7% | ||||||||
Non-Major Tenants(4) | 38,115 | 34.6% | $36.92 | $1,407,356 | 43.3% | ||||||||
Occupied Collateral | 108,472 | 98.5% | $29.96 | $3,249,879 | 100.0% | ||||||||
Vacant Space | 1,600 | 1.5% | |||||||||||
Collateral Total | 110,072 | 100.0% | |||||||||||
(1) | Credit ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Sales and occupancy costs are based on the trailing twelve-month period ending March 31, 2012 for all tenants except for Harris Teeter, for which sales and occupancy costs represent annualized operations from May 1, 2011 to September 30, 2011. |
(3) | TD Bank (2.9% of net rentable area) has executed a lease but has not yet taken occupancy at the Fair Hill Property. TD Bank’s lease commenced on June 11, 2012 rental payments are scheduled to commence on the earlier of the tenant opening for business or December 8, 2012. All outstanding TI/LC and free rent associated with this tenant have been reserved. The tenant was underwritten as occupied. |
(4) | Includes a tenant, Winery at Olney (2.2% of net rentable area), who has executed a lease but has not yet taken occupancy. Winery at Olney’s lease commenced on March 28, 2012, with rental payments scheduled to commence at the earlier of the tenant opening for business and September 29, 2012. All outstanding TI/LC and free rent associated with this tenant have been reserved. The tenant was underwritten as occupied. |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2012 | 1 | 2,400 | 2.2% | 2,400 | 2.2% | $91,200 | $38.00 |
2013 | 0 | 0 | 0.0% | 2,400 | 2.2% | $0 | $0.00 |
2014 | 1 | 6,760 | 6.1% | 9,160 | 8.3% | $162,240 | $24.00 |
2015 | 0 | 0 | 0.0% | 9,160 | 8.3% | $0 | $0.00 |
2016 | 2 | 3,590 | 3.3% | 12,750 | 11.6% | $148,711 | $41.42 |
2017 | 0 | 0 | 0.0% | 12,750 | 11.6% | $0 | $0.00 |
2018 | 0 | 0 | 0.0% | 12,750 | 11.6% | $0 | $0.00 |
2019 | 3 | 7,932 | 7.2% | 20,682 | 18.8% | $339,345 | $42.78 |
2020 | 2 | 7,987 | 7.3% | 28,669 | 26.0% | $267,603 | $33.50 |
2021 | 7 | 19,358 | 17.6% | 48,027 | 43.6% | $740,660 | $38.26 |
2022 | 1 | 2,400 | 2.2% | 50,427 | 45.8% | $96,000 | $40.00 |
Thereafter | 3 | 58,045 | 52.7% | 108,472 | 98.5% | $1,404,120 | $24.19 |
Vacant | 0 | 1,600 | 1.5% | 110,072 | 100.0% | $0 | $0.00 |
Total/Weighted Average | 20 | 110,072 | 100.0% | $3,249,879 | $29.96 |
(1) | Information was obtained from 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 Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
A-3-87 |
FAIR HILL |
12/31/2009(2) | 12/31/2010(2) | 12/31/2011 | |||
NAV | NAV | 94% | |||
(1) | Information obtained from borrower rent rolls. | ||||
(2) | Historical occupancies for 2009 and 2010 are unavailable as the Fair Hill Property underwent a substantial re-development in 2010/2011 during which the Fair Hill Property was not operational. |
2011 | TTM 4/30/2012 | U/W(2) | U/W $ per SF | |||||
Base Rent | $2,386,152 | $2,854,004 | $3,249,879 | $29.53 | ||||
Grossed Up Vacant Space | 171,556 | 138,837 | 82,064 | 0.75 | ||||
Free Rent | (171,043) | (55,915) | 0 | 0.00 | ||||
Percentage Rent | 0 | 660 | 0 | 0.00 | ||||
Total Reimbursables | 632,715 | 717,816 | 775,249 | 7.04 | ||||
Other Income | 8,500 | 13,044 | 13,044 | 0.12 | ||||
Less Vacancy & Credit Loss | (171,556) | (138,837) | (205,360) | (1.87) | ||||
Effective Gross Income | $2,856,324 | $3,529,609 | $3,914,877 | $35.57 | ||||
Total Operating Expenses | $1,204,621 | $1,184,592 | $1,215,555 | $11.04 | ||||
Net Operating Income | $1,651,703 | $2,345,017 | $2,699,322 | $24.52 | ||||
TI/LC | 0 | 0 | 110,360 | 1.00 | ||||
Capital Expenditures | 0 | 0 | 23,115 | 0.21 | ||||
Net Cash Flow | $1,651,703 | $2,345,017 | $2,565,847 | $23.31 | ||||
NOI DSCR | 0.85x | 1.21x | 1.39x | |||||
NCF DSCR | 0.85x | 1.21x | 1.32x | |||||
NOI DY | 5.3% | 7.5% | 8.6% | |||||
NCF DY | 5.3% | 7.5% | 8.2% |
(1) | The Fair Hill Property underwent a full re-development beginning in 2010 and ending in 2011. The Fair Hill Property was not operational in 2010 as a result and no financial statements are available for this time period. | |||||||
(2) | Underwritten net cash flow is higher than in historical periods due to the recent leases signed by TD Bank and Winery at Olney. Income from these tenants was included in underwriting. |
A-3-88 |
A-3-89 |
US Bank Centre | |||||||
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | The Royal Bank of Scotland | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Office | ||||
Original Principal Balance: | $22,000,000 | Specific Property Type: | CBD | ||||
Cut-off Date Principal Balance: | $21,976,676 | Location: | Cleveland, OH | ||||
% of Initial Pool Balance: | 1.7% | Size: | 244,861 SF | ||||
Loan Purpose: | Refinance | ||||||
Borrower Name: | Renaissance Center Limited Partnership | Cut-off Date Principal Balance Per Unit/SF: | $89.75 | ||||
Sponsors: | Scott Wolstein; Iris Wolstein; James A. Schoff | Year Built/Renovated: | 1990/NAP | ||||
Mortgage Rate: | 5.010% | Occupancy %(2): | 81.2% | ||||
Note Date: | June 25, 2012 | Occupancy % Source Date: | June 12, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | July 1, 2022 | Property Manager: | Grubb & Ellis | ||||
IO Period: | None | ||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of): | $2,820,239 (12/31/2010) | ||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $2,265,472 (12/31/2011) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $1,925,107 (TTM 4/30/2012) | ||||
Loan Amortization Type: | Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $4,687,000 | ||||
Call Protection: | L(25),D(91),O(4) | U/W Expenses: | $2,381,455 | ||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $2,305,545 | ||||
Additional Debt: | None | U/W NCF: | $2,009,039 | ||||
Additional Debt Type: | NAP | U/W NOI DSCR: | 1.62x | ||||
U/W NCF DSCR: | 1.42x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 10.5% | |||||
U/W NCF Debt Yield: | 9.1% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $29,900,000 | ||
Taxes | $61,694 | $61,694 | NAP | As-Is Appraisal Valuation Date: | May 3, 2012 | ||
Insurance | $39,623 | $3,602 | NAP | Cut-off Date LTV Ratio: | 73.5% | ||
Replacement Reserves | $5,101 | $5,101 | NAP | LTV Ratio at Maturity or ARD: | 60.5% | ||
Deferred Maintenance | $9,875 | $0 | NAP | ||||
Outstanding TI/LC Reserve(1) | $1,845,680 | $0 | NAP | ||||
(1) | The Outstanding TI/LC Reserve represents outstanding tenant improvements, leasing commissions and free rent associated with various tenants which have recently expanded or signed new leases at the US Bank Centre Property. |
(2) | Two tenants, Barnes Wendling (6.0% of net rentable area) and the Department of Education (4.4% of net rentable area), executed leases but have not yet taken occupancy. Both tenants were underwritten as occupied. Both tenants are expected to take occupancy by the end of 2012. All outstanding tenant improvements, leasing commissions and free rent associated with these tenants has been reserved by the lender. |
A-3-90 |
US BANK CENTRE |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date | |
Major Tenants | ||||||||
Cohen & Company, Ltd. | NR/NR/NR | 37,583 | 15.3% | $18.82 | $707,312 | 17.3% | 7/31/2022 | |
US Bank | AA-/Aa3/A | 33,486 | 13.7% | $20.50 | $686,463 | 16.8% | 7/31/2019 | |
General Services Administration(2) | AAA/Aaa/AA+ | 34,247 | 14.0% | $18.38 | $629,460 | 15.4% | 12/31/2021 | |
GCA Services Group | NR/NR/NR | 18,423 | 7.5% | $21.50 | $396,095 | 9.7% | 2/28/2015 | |
Department of Education(3) | AAA/Aaa/AA+ | 10,818 | 4.4% | $31.03 | $335,683 | 8.2% | 5/31/2022 | |
Total Major Tenants | 134,557 | 55.0% | $20.47 | $2,755,013 | 67.3% | |||
Non-Major Tenants(4) | 64,254 | 26.2% | $20.80 | $1,336,586 | 32.7% | |||
Occupied Collateral | 198,811 | 81.2% | $20.58 | $4,091,599 | 100.0% | |||
Vacant Space | 46,050 | 18.8% | ||||||
Collateral Total | 244,861 | 100.0% | ||||||
(1) | Credit ratings are those of the tenant or parent company whether or not the parent guarantees a lease. |
(2) | General Services Administration (14.0% of net rentable area) has the right to terminate its lease after December 31, 2017 by providing at least 120 days written notice to the landlord. |
(3) | The Department of Education (4.4% of net rentable area) has executed a lease but has not yet taken occupancy at the US Bank Centre Property. The tenant was underwritten as occupied and is expected to take occupancy by the end of 2012. The tenant has the right to terminate its lease after July 1, 2017 by providing at least 90 days written notice to the landlord. |
(4) | Includes a tenant, Barnes Wendling (6.0% of net rentable area), which has executed a lease but has not yet taken occupancy. The tenant was underwritten as occupied and is expected to take occupancy by the end of 2012. |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent(3) | Annual U/W Base Rent PSF(3) | |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 | |
2012 | 1 | 1,164 | 0.5% | 1,164 | 0.5% | $16,230 | $13.94 | |
2013 | 4 | 9,012 | 3.7% | 10,176 | 4.2% | $166,019 | $18.42 | |
2014 | 2 | 19,155 | 7.8% | 29,331 | 12.0% | $387,863 | $20.25 | |
2015 | 1 | 18,423 | 7.5% | 47,754 | 19.5% | $396,095 | $21.50 | |
2016 | 0 | 0 | 0.0% | 47,754 | 19.5% | $0 | $0.00 | |
2017 | 2 | 7,075 | 2.9% | 54,829 | 22.4% | $149,008 | $21.06 | |
2018 | 0 | 0 | 0.0% | 54,829 | 22.4% | $0 | $0.00 | |
2019 | 1 | 35,786 | 14.6% | 90,615 | 37.0% | $773,863 | $21.62 | |
2020 | 0 | 0 | 0.0% | 90,615 | 37.0% | $0 | $0.00 | |
2021 | 2 | 45,223 | 18.5% | 135,838 | 55.5% | $911,802 | $20.16 | |
2022 | 2 | 48,401 | 19.8% | 184,239 | 75.2% | $1,042,995 | $21.55 | |
Thereafter | 1 | 14,572 | 6.0% | 198,811 | 81.2% | $247,724 | $17.00 | |
Vacant | 0 | 46,050 | 18.8% | 244,861 | 100.0% | $0 | $0.00 | |
Total/Weighted Average | 16 | 244,861 | 100.0% | $4,091,599 | $20.58 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
A-3-91 |
US BANK CENTRE |
12/31/2009 | 12/31/2010 | 12/31/2011(2) | |||
86% | 78% | 68% | |||
(1) | Information obtained from borrower rent rolls. | ||||
(2) | The significant decrease in occupancy in 2010 and 2011 was primarily caused by the lease expirations of several large tenants, representing a total of 13.3% of net rentable area, from May of 2010 to December of 2010. Subsequently much of this space has been re-leased and the US Bank Centre Property is currently 81.2% leased as of June 12, 2012. |
2010 | 2011 | TTM 4/30/2012 | U/W(1) | U/W $ per SF | |||||||
Base Rent | $4,790,789 | $3,934,510 | $3,548,880 | $4,091,599 | $16.71 | ||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 921,000 | 3.76 | ||||||
Percentage Rent | 0 | 0 | 0 | 0 | 0.00 | ||||||
Total Reimbursables | 349,355 | 258,322 | 233,526 | 190,052 | 0.78 | ||||||
Other Income | 306,178 | 413,524 | 405,349 | 405,349 | 1.66 | ||||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (921,000) | (3.76) | ||||||
Effective Gross Income | $5,446,322 | $4,606,356 | $4,187,755 | $4,687,000 | $19.14 | ||||||
Total Operating Expenses | $2,626,083 | $2,340,884 | $2,262,648 | $2,381,455 | $9.73 | ||||||
Net Operating Income | $2,820,239 | $2,265,472 | $1,925,107 | $2,305,545 | $9.42 | ||||||
TI/LC | 0 | 0 | 0 | 247,534 | 1.01 | ||||||
Capital Expenditures | 0 | 0 | 0 | 48,972 | 0.20 | ||||||
Net Cash Flow | $2,820,239 | $2,265,472 | $1,925,107 | $2,009,039 | $8.20 | ||||||
NOI DSCR | 1.99x | 1.60x | 1.36x | 1.62x | |||||||
NCF DSCR | 1.99x | 1.60x | 1.36x | 1.42x | |||||||
NOI DY | 12.8% | 10.3% | 8.8% | 10.5% | |||||||
NCF DY | 12.8% | 10.3% | 8.8% | 9.1% | |||||||
(1) | Underwritten NOI is higher than the most recent period due to new leases that were signed in 2012. |
A-3-92 |
A-3-93 |
Riverstone Marketplace |
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Liberty Island Group I LLC | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Retail | ||||
Original Principal Balance: | $20,150,000 | Specific Property Type: | Anchored | ||||
Cut-off Date Principal Balance: | $20,128,385 | Location: | Vancouver, WA | ||||
% of Initial Pool Balance: | 1.5% | Size: | 95,774 SF | ||||
Loan Purpose: | Acquisition | Cut-off Date Principal | $210.17 | ||||
Borrower Names: | TUO-Riverstone, LLC | Balance Per Unit/SF: | |||||
Sponsor: | The Uhlmann Offices, Inc. | Year Built/Renovated: | 2002/2004 | ||||
Mortgage Rate: | 4.960% | Occupancy %: | 96.7% | ||||
Note Date: | June 15, 2012 | Occupancy % Source Date: | April 23, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | July 1, 2022 | Property Manager: | The Uhlmann Offices, Inc. | ||||
IO Period: | None | ||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of): | $1,726,532 (12/31/2010) | ||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $1,817,500 (12/31/2011) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $1,924,206 (YTD Annualized 4/30/2012) | ||||
Loan Amortization Type: | Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $2,398,005 | ||||
Call Protection: | L(25),D(91),O(4) | U/W Expenses: | $576,268 | ||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $1,821,737 | ||||
Additional Debt: | None | U/W NCF: | $1,682,000 | ||||
Additional Debt Type: | NAP | U/W NOI DSCR: | 1.41x | ||||
U/W NCF DSCR: | 1.30x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 9.1% | |||||
U/W NCF Debt Yield: | 8.4% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $27,900,000 | ||
Taxes | $18,581 | $18,581 | NAP | As-Is Appraisal Valuation Date: | May 16, 2012 | ||
Insurance | $7,723 | $2,574 | NAP | Cut-off Date LTV Ratio: | 72.1% | ||
Replacement Reserves | $2,150 | $2,150 | $180,000 | LTV Ratio at Maturity or ARD: | 59.3% | ||
TI/LC(1) | $9,800 | $9,800 | $198,000 | ||||
Deferred Maintenance | $0 | $0 | NAP | ||||
A-3-94 |
RIVERSTONE MARKETPLACE |
Tenant Name | Credit Rating (Fitch/ Moody’s/ S&P) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Sales PSF(1) | Occupancy Cost(1) | Lease Expiration Date | |
Major Tenants | ||||||||||
QFC Grocery (Kroger) | NR/NR/NR | 50,226 | 52.4% | $15.00 | $753,390 | 38.3% | $312 | 5.3% | 11/30/2022(2) | |
Total Major Tenants | 50,226 | 52.4% | $15.00 | $753,390 | 38.3% | |||||
Total Non-Major Tenants | 42,371 | 44.2% | $28.60 | $1,211,926 | 61.7% | |||||
Occupied Collateral Total | 92,597 | 96.7% | $21.22 | $1,965,316 | 100.0% | |||||
Vacant Space | 3,177 | 3.3% | ||||||||
Collateral Total | 95,774 | 100.0% | ||||||||
Year Ending, December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) | |
MTM | 1 | 1,222 | 1.3% | 1,222 | 1.3% | $32,383 | $26.50 | |
2012 | 1 | 1,617 | 1.7% | 2,839 | 3.0% | $36,641 | $22.66 | |
2013 | 10 | 15,474 | 16.2% | 18,313 | 19.1% | $460,857 | $29.78 | |
2014 | 1 | 875 | 0.9% | 19,188 | 20.0% | $24,990 | $28.56 | |
2015 | 4 | 11,059 | 11.5% | 30,247 | 31.6% | $337,361 | $30.51 | |
2016 | 2 | 6,651 | 6.9% | 36,898 | 38.5% | $161,846 | $24.33 | |
2017 | 1 | 1,587 | 1.7% | 38,485 | 40.2% | $41,268 | $26.00 | |
2018 | 1 | 3,886 | 4.1% | 42,371 | 44.2% | $116,580 | $30.00 | |
2019 | 0 | 0 | 0.0% | 42,371 | 44.2% | $0 | $0.00 | |
2020 | 0 | 0 | 0.0% | 42,371 | 44.2% | $0 | $0.00 | |
2021 | 0 | 0 | 0.0% | 42,371 | 44.2% | $0 | $0.00 | |
2022 | 1 | 50,226 | 52.4% | 92,597 | 96.7% | $753,390 | $15.00 | |
Vacant | 0 | 3,177 | 3.3% | 95,774 | 100.0% | $0 | $0.00 | |
Total/Weighted Average | 22 | 95,774 | 100.0% | $1,965,316 | $21.22 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | Weighted Average Annual U/W Base Rent PSF excludes vacant space. |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
94% | 94% | 98% | ||
(1) Information obtained from the borrower. |
A-3-95 |
RIVERSTONE MARKETPLACE |
2010 | 2011 | YTD Annualized 4/30/2012 | U/W | U/W $ per SF | |||||||
Base Rent | $1,805,236 | $1,817,689 | $1,888,413 | $1,981,398 | $20.69 | ||||||
Grossed Up Vacant Space | 0 | 0 | 0 | 92,133 | 0.96 | ||||||
Total Reimbursables | 301,137 | 342,520 | 292,663 | 509,018 | 5.31 | ||||||
Other Income | 30,555 | (8,511) | 26,058 | 0 | 0.00 | ||||||
Less Vacancy & Credit Loss | 0 | 0 | 0 | (184,544) | (1.93) | ||||||
Effective Gross Income | $2,136,928 | $2,151,698 | $2,201,134 | $2,398,005 | $25.04 | ||||||
Total Operating Expenses | $410,395 | $334,198 | $282,928 | $576,268 | $6.02 | ||||||
Net Operating Income | $1,726,532 | $1,817,500 | $1,924,206 | $1,821,737 | $19.02 | ||||||
TI/LC | 0 | 0 | 0 | 25,859 | 0.27 | ||||||
Capital Expenditures | 6,261 | 95,512 | 0 | 113,878 | 1.19 | ||||||
Net Cash Flow | $1,720,271 | $1,721,987 | $1,924,206 | $1,682,000 | $17.56 | ||||||
NOI DSCR | 1.34x | 1.41x | 1.49x | 1.41x | |||||||
NCF DSCR | 1.33x | 1.33x | 1.49x | 1.30x | |||||||
NOI DY | 8.6% | 9.0% | 9.6% | 9.1% | |||||||
NCF DY | 8.5% | 8.6% | 9.6% | 8.4% |
A-3-96 |
A-3-97 |
Napa Square |
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo Bank, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Mixed Use | ||||
Original Principal Balance: | $20,000,000 | Specific Property Type: | Office/Retail | ||||
Cut-off Date Principal Balance: | $19,977,989 | Location: | Napa, CA | ||||
% of Initial Pool Balance: | 1.5% | Size: | 65,857 SF | ||||
Loan Purpose: | Refinance | Cut-off Date Principal Balance Per Unit/SF: | $303.35 | ||||
Borrower Name: | Napa Square Associates, LLC | ||||||
Sponsors: | CDI, LLC; Harry Price | Year Built/Renovated: | 2009/NAP | ||||
Mortgage Rate: | 4.850% | Occupancy %: | 90.0% | ||||
Note Date: | June 28, 2012 | Occupancy % Source Date: | May 8, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | July 1, 2022 | Property Manager: | CDI Development & Realty, Inc. | ||||
IO Period: | None | ||||||
Loan Term (Original): | 120 months | 3rd Most Recent NOI (As of)(5): | NAV | ||||
Seasoning: | 1 month | 2nd Most Recent NOI (As of): | $786,552 (12/31/2010) | ||||
Amortization Term (Original): | 360 months | Most Recent NOI (As of): | $944,173 (12/31/2011) | ||||
Loan Amortization Type: | Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $2,510,392 | ||||
Call Protection: | L(25),D(91),O(4) | U/W Expenses: | $627,624 | ||||
Lockbox Type: | Hard/Springing Cash Management | U/W NOI: | $1,882,768 | ||||
Additional Debt(1): | Yes | U/W NCF: | $1,806,212 | ||||
Additional Debt Type(1): | Pledge | U/W NOI DSCR: | 1.49x | ||||
U/W NCF DSCR: | 1.43x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 9.4% | |||||
U/W NCF Debt Yield: | 9.0% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $29,100,000 | ||
Taxes | $91,288 | $22,822 | NAP | As-Is Appraisal Valuation Date: | May 1, 2012 | ||
Insurance(2) | $0 | Springing | NAP | Cut-off Date LTV Ratio: | 68.7% | ||
Replacement Reserves | $0 | $1,375 | $33,000 | LTV Ratio at Maturity or ARD: | 56.2% | ||
TI/LC | $250,000 | $11,000 | $250,000 | ||||
Existing TI/LC(3) | $114,860 | $0 | NAP | ||||
Shell Space Reserve(4) | $400,000 | $0 | NAP | ||||
(1) | CDI, LLC has pledged the entirety of its 49.0% beneficial interest in the related borrower to Wells Fargo Bank, National Association (the “Chadbourne Lender”) as additional security for that certain $11,200,000 loan (the “Chadbourne Loan”) dated October 27, 2005 and secured by two stabilized office buildings located in Fairfield, California. The Napa Square mortgage loan and the Chadbourne Loan are not cross-collateralized or cross-defaulted; however, the Chadbourne Lender’s remedies in event of a default under the Chadbourne Loan may result in an approved change of control in the related borrower. See “Risk Factors – Various Other Securitization-Level Conflicts of Interest May Have an Adverse Effect on Your Offered Certificates” in the Prospectus Supplement. |
(2) | Monthly insurance escrows are waived so long as no event of default has occurred and is continuing and the borrower provides satisfactory evidence that the Napa Square Property is insured in accordance with the loan documents. |
(3) | Represents the remaining balance of tenant improvement work owed to Dickenson Peatman & Fogarty. |
(4) | Represents a reserve for a 6,604 square foot vacant space in shell condition. This space was underwritten as vacant. |
(5) | Financials for 2009 are not available as the property was constructed in 2009. |
A-3-98 |
Tenant Name | Credit Rating(Fitch/Moody’s/ S&P)(1) | Tenant NRSF | % of NRSF | Annual U/W Base Rent PSF | Annual U/W Base Rent | % of Total Annual U/W Base Rent | Lease Expiration Date |
Major Tenants - Collateral | |||||||
Dickenson Peatman & Fogarty(2) | NR/NR/NR | 16,183 | 24.6% | $30.55 | $494,454 | 25.3% | 12/31/2021 |
Wells Fargo Advisors | AA-/A2/A+ | 7,647 | 11.6% | $45.00 | $344,115 | 17.6% | 3/31/2016(3) |
Retirement Capital Strategies(4) | NR/NR/NR | 4,767 | 7.2% | $36.00 | $171,612 | 8.8% | 5/31/2019 |
Norman Rose Tavern | NR/NR/NR | 4,080 | 6.2% | $33.23 | $135,577 | 7.0% | 12/31/2019 |
Charles Schwab & Co. | A/A2/A | 3,739 | 5.7% | $36.00 | $134,604 | 6.9% | 5/31/2014 |
U.S. Bank | AA-/Aa3/A | 3,447 | 5.2% | $36.00 | $124,092 | 6.4% | 6/21/2019 |
Total Major Tenants - Collateral | 39,863 | 60.5% | $35.23 | $1,404,454 | 72.0% | ||
Non-Major Tenants | 19,390 | 29.4% | $28.17 | $546,208 | 28.0% | ||
Occupied Collateral Total | 59,253 | 90.0% | $32.92 | $1,950,662 | 100.0% | ||
Vacant Space | 6,604 | 10.0% | |||||
Collateral Total | 65,857 | 100.0% | |||||
(1) | Certain ratings are those of the parent company whether or not the parent guarantees the lease. |
(2) | Dickenson Peatman & Fogarty had a total of $321,285 in rent concessions payable by the landlord in 18 monthly installments commencing January 1, 2012 and ending June 1, 2013. At the time the lease was executed, the landlord fully funded the obligation into a third party trust account, and the funds are released to the tenant on a monthly basis. As of July 1, 2012, the outstanding balance on the landlord obligation was $189,596. |
(3) | Wells Fargo Advisors may terminate its lease on March 31, 2014 with six months notice and payment to landlord of all unamortized TI and LC costs. |
(4) | Retirement Capital Strategies subleases its entire space to Kuhlmann Associate Financial for a total annual base rent of $186,480 ($39.12 per square foot, expiring May 31, 2019). |
Year Ending December 31, | No. of Leases Expiring | Expiring NRSF | % of Total NRSF | Cumulative of Total NRSF | Cumulative % of Total NRSF | Annual U/W Base Rent | Annual U/W Base Rent PSF(3) |
MTM | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2012 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2013 | 0 | 0 | 0.0% | 0 | 0.0% | $0 | $0.00 |
2014 | 3 | 6,365 | 9.7% | 6,365 | 9.7% | $205,020 | $32.21 |
2015 | 1 | 1,908 | 2.9% | 8,273 | 12.6% | $47,624 | $24.96 |
2016 | 6 | 18,500 | 28.1% | 26,773 | 40.7% | $645,755 | $34.91 |
2017 | 1 | 1,370 | 2.1% | 28,143 | 42.7% | $45,204 | $33.00 |
2018 | 0 | 0 | 0.0% | 28,143 | 42.7% | $0 | $0.00 |
2019 | 5 | 12,294 | 18.7% | 40,437 | 61.4% | $431,281 | $35.08 |
2020 | 0 | 0 | 0.0% | 40,437 | 61.4% | $0 | $0.00 |
2021 | 1 | 16,183 | 24.6% | 56,620 | 86.0% | $494,454 | $30.55 |
2022 | 1 | 2,633 | 4.0% | 59,253 | 90.0% | $81,324 | $30.89 |
Thereafter | 0 | 0 | 0.0% | 59,253 | 90.0% | $0 | $0.00 |
Vacant | 0 | 6,604 | 10.0% | 65,857 | 100.0% | $0 | $0.00 |
Total/Weighted Average | 18 | 65,857 | 100.0% | $1,950,662 | $32.92 |
(1) | Information obtained from 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 Expiration Schedule. |
(3) | Annual U/W Base Rent PSF excludes vacant space. |
A-3-99 |
12/31/2009 | 12/31/2010 | 12/31/2011 | ||
48% | 73% | 87% |
(1) | Information obtained from the borrower. |
(2) | The Napa Square Property was built in 2009 and was still in its lease-up phase in 2009 and 2010. |
2010 | 2011 | U/W(1) | U/W $ per SF | |||||
Base Rent | $983,285 | $1,170,549 | $1,950,662 | $29.62 | ||||
Grossed Up Vacant Space | 0 | 0 | 237,744 | 3.61 | ||||
Percentage Rent | 0 | 0 | 6,840 | 0.10 | ||||
Total Reimbursables | 268,795 | 301,261 | 506,872 | 7.70 | ||||
Other Income | 49,802 | 42,232 | 46,017 | 0.70 | ||||
Less Vacancy & Credit Loss | 0 | 0 | (237,744) | (3.61) | ||||
Effective Gross Income | $1,301,882 | $1,514,042 | $2,510,392 | $38.12 | ||||
Total Operating Expenses | $515,330 | $569,868 | $627,624 | $9.53 | ||||
Net Operating Income | $786,552 | $944,173 | $1,882,768 | $28.59 | ||||
TI/LC | 67,092 | 139,284 | 63,384 | 0.96 | ||||
Capital Expenditures | 15,704 | 15,505 | 13,171 | 0.20 | ||||
Net Cash Flow | $703,756 | $789,384 | $1,806,212 | $27.43 | ||||
NOI DSCR | 0.62x | 0.75x | 1.49x | |||||
NCF DSCR | 0.56x | 0.62x | 1.43x | |||||
NOI DY | 3.9% | 4.7% | 9.4% | |||||
NCF DY | 3.5% | 4.0% | 9.0% |
(1) | U/W NOI is higher than historical since the Napa Square Property was built in 2009 and was still in its lease-up phase, which also explains why 2009 financials are not available. |
A-3-100 |
A-3-101 |
Holiday Inn Disneyland |
Loan Information | Property Information | ||||||
Mortgage Loan Seller: | Wells Fargo, National Association | Single Asset/Portfolio: | Single Asset | ||||
Credit Assessment (Fitch/KBRA/Moody’s): | NR/NR/NR | Property Type: | Hospitality | ||||
Original Principal Balance: | $20,300,000 | Specific Property Type: | Full Service | ||||
Cut-off Date Principal Balance: | $19,944,076 | Location: | Anaheim, CA | ||||
% of Initial Pool Balance: | 1.5% | Size: | 255 rooms | ||||
Loan Purpose: | Acquisition | Cut-off Date Principal Balance Per Unit/Room: | $78,212 | ||||
Borrower Names(1): | 1240 South Walnut, LLC and Urban Commons Anaheim HI, LLC | ||||||
Sponsors: | Howard Wu, Taylor Woods, Frank W. Yuen | Year Built/Year Renovated: | 1978/2009 | ||||
Mortgage Rate: | 5.220% | Occupancy %: | 82.3% | ||||
Note Date: | August 5, 2011 | Occupancy % Source Date: | April 30, 2012 | ||||
Anticipated Repayment Date: | NAP | Title Vesting: | Fee | ||||
Maturity Date: | September 1, 2016 | Property Manager: | Brighton Management, LLC | ||||
IO Period: | None | ||||||
Loan Term (Original): | 60 months | 3rd Most Recent NOI (As of): | $1,751,900 (12/31/2009) | ||||
Seasoning: | 11 months | 2nd Most Recent NOI (As of): | $2,964,113 (12/31/2010) | ||||
Amortization Term (Original): | 300 months | Most Recent NOI (As of): | $2,885,698 (T9 Annualized 4/30/2012) | ||||
Loan Amortization Type: | Amortizing Balloon | ||||||
Interest Accrual Method: | Actual/360 | U/W Revenues: | $8,571,454 | ||||
Call Protection: | L(35),D(21),O(4) | U/W Expenses: | $5,723,540 | ||||
Lockbox Type: | Soft/Springing Cash Management | U/W NOI: | $2,847,913 | ||||
Additional Debt: | None | U/W NCF: | $2,463,995 | ||||
Additional Debt Type: | NAP | U/W NOI DSCR: | 1.96x | ||||
U/W NCF DSCR: | 1.69x | ||||||
Escrows and Reserves: | U/W NOI Debt Yield: | 14.3% | |||||
U/W NCF Debt Yield: | 12.4% | ||||||
Type: | Initial | Monthly | Cap (If Any) | As-Is Appraised Value: | $32,800,000 | ||
Taxes | $125,124 | $20,854 | NAP | As-Is Appraisal Valuation Date: | June 4, 2012 | ||
Insurance | $23,250 | $7,750 | NAP | Cut-off Date LTV Ratio: | 60.8% | ||
Deferred Maintenance | $15,000 | $0 | NAP | LTV Ratio at Maturity or ARD: | 55.3% | ||
FF&E Reserve(2) | $0 | $30,356 | NAP | ||||
PIP Reserve(3) | $2,113,850 | Springing | NAP | ||||
Seasonality Reserve(4) | $142,129 | Springing | $142,129 | ||||
(1) | The borrower is comprised of two tenants-in-common (“TIC”). The loan documents permit the one-time transfer of all the interest of 1240 South Walnut, LLC to Urban Commons Anaheim HI, LLC as well as the one-time right to transfer all of the interests of Urban Commons Anaheim HI, LLC to 1240 South Walnut, LLC. The loan documents prohibit additional TIC sponsors. |
(2) | Monthly payments may be adjusted by the lender to the greater of the then-existing FF&E Reserve monthly deposit or of one-twelfth of 6.0% of the prior year annual gross room revenue. |
(3) | The remaining balance as of the Cut-off Date is $1,605,594. If at any time, any additional Property Improvement Plan (“PIP”) work is required by the franchisor under the franchise agreement, within15 days after receipt of notice from the franchisor, the sponsor must deposit an amount equal to 125% of the estimated costs to complete the additional PIP work as determined by the lender. |
(4) | The Seasonality Reserve may be used for the debt service payment due in January, April, September and November for each calendar year. In June of each calendar year, the borrower will deposit with the lender the difference between the then current balance of the Seasonality Reserve and $142,129. |
A-3-102 |
HOLIDAY INN DISNEYLAND |
Competitive Set | Holiday Inn - Disneyland Property | Penetration Factor | |||||||||||||||
Year | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | Occupancy | ADR | RevPAR | ||||||||
4/30/2012 TTM | 74.7% | $92.49 | $69.06 | 80.4% | $83.75 | $67.33 | 107.7% | 90.6% | 97.5% | ||||||||
4/30/2011 TTM | 73.1% | $88.46 | $64.70 | 83.9% | $85.23 | $71.54 | 114.8% | 96.3% | 110.6% | ||||||||
4/30/2010 TTM | 70.2% | $84.73 | $59.48 | 77.5% | $81.28 | $62.98 | 110.4% | 95.9% | 105.9% |
(1) | Data provided by a third party hospitality market research report dated May 2012. |
2009(1) | 2010 | T9 Annualized 4/30/2012(2) | U/W | U/W $ per Room | ||||||
Occupancy | 71.6% | 84.9% | 82.3% | 80.0% | ||||||
ADR | $77.06 | $75.51 | $85.68 | $85.68 | ||||||
RevPAR | $55.15 | $64.12 | $70.54 | $68.54 | ||||||
Total Revenue | 6,354,656 | 8,184,672 | 8,566,321 | 8,571,454 | 33,614 | |||||
Total Department Expenses | 2,133,166 | 2,737,531 | 3,340,226 | 3,093,200 | 12,130 | |||||
Gross Operating Profit | $4,221,490 | $5,447,141 | $5,226,095 | $5,478,253 | $21,483 | |||||
Total Undistributed Expenses | 2,198,929 | 2,185,411 | 1,975,519 | 2,193,320 | 8,601 | |||||
Profit Before Fixed Charges | $2,022,561 | $3,261,730 | $3,250,576 | $3,284,934 | $12,882 | |||||
Total Fixed Charges | 270,661 | 297,617 | 364,878 | 437,021 | 1,714 | |||||
Net Operating Income | $1,751,900 | $2,964,113 | $2,885,698 | $2,847,913 | $11,168 | |||||
FF&E | 190,640 | 245,540 | 0 | 383,918 | 1,506 | |||||
Net Cash Flow | $1,561,260 | $2,718,573 | $2,885,698 | $2,463,995 | $9,663 | |||||
NOI DSCR | 1.20x | 2.04x | 1.98x | 1.96x | ||||||
NCF DSCR | 1.07x | 1.87x | 1.98x | 1.69x | ||||||
NOI DY | 8.8% | 14.9% | 14.5% | 14.3% | ||||||
NCF DY | 7.8% | 13.6% | 14.5% | 12.4% | ||||||
(1) | The property underwent a $6.5 million renovation in 2008 and 2009 and some rooms were not available during the renovation. |
(2) | Operating statements for May, June and July 2011 were unavailable since the borrower only acquired the property in August 2011 and borrower due diligence information was only available through April 2011. However a third party hospitality market research report indicates that the property achieved occupancy of 89.5%, an ADR of $91.42 and RevPAR of $82.25 during May, June and July 2011. A weighted average of the trailing nine-month operating statements and May-July 2011 numbers reported by a third party hospitality market research report equate to occupancy of 82.3%, an ADR of $85.68, and a RevPAR of $70.54 |
A-3-103 |
(1) | “ADR” means, with respect to any hospitality property, the average daily rate. |
(2) | “Appraised Value” means, for any Mortgaged Property securing a Mortgage Loan, the value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the related Mortgage Loan Seller as of the cut-off date. The appraisals for certain of the Mortgaged Properties state an “as-stabilized” value and/or “as-renovated” value as well as an “as-is” value for such properties based on the assumption that certain events will occur with respect to the re-tenanting, renovation or other repositioning of such properties. The “as-is” value is presented as the Appraised Value in this prospectus supplement, except where we specifically state otherwise. See the footnotes to Annex A-1 of this prospectus supplement. |
(3) | “Cash Flow Analysis” is, with respect to the one or more Mortgaged Properties securing a Mortgage Loan among the fifteen largest Mortgage Loans, a summary presentation of certain adjusted historical financial information provided by the related borrower, and a calculation of the Underwritten Net Cash Flow expressed as (a) ”Effective Gross Income” minus (b) ”Total Expenses” and underwritten replacement reserves and tenant improvements and leasing commissions. For this purpose: |
● | “Effective Gross Income” means, with respect to any Mortgaged Property, the revenue derived from the use and operation of that property, less allowances for vacancies, concessions and credit losses. The “revenue” component of such calculation was generally determined on the basis of the information described with respect to the “revenue” component described under “Underwritten Net Cash Flow” below. In general, any non-recurring revenue items and non-property related revenue are eliminated from the calculation of Effective Gross Income. |
● | “Total Expenses” means, with respect to any Mortgaged Property, all operating expenses associated with that property, including, but not limited to, utilities, administrative expenses, repairs and maintenance, management fees, advertising costs, insurance premiums, real estate taxes and (if applicable) ground rent. Such expenses were generally determined on the basis of the same information as the “expense” component described under “Underwritten Net Cash Flow” below. |
B-1 |
(4) | “Cut-off Date Loan-to-Value Ratio” or “Cut-off Date LTV Ratio” generally means the ratio, expressed as a percentage, of the Cut-off Date Principal Balance of a Mortgage Loan to the Appraised Value of the related Mortgaged Property or Properties determined as described under “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this prospectus supplement. See also the footnotes to Annex A-1 in this prospectus supplement. Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this prospectus supplement, including the Annexes hereto, is not necessarily a reliable measure of property value or the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property may have decreased from the appraised value determined at origination and the current actual cut-off date loan-to-value ratio of a Mortgage Loan may be higher than the Cut-off Date LTV Ratio that we present in this prospectus supplement, even after taking into account amortization since origination. No representation is made that any Appraised Value presented in this prospectus supplement would approximate either the value that would be determined in a current appraisal of the related Mortgaged Property or the amount that would be realized upon a sale of that property. See “Risk Factors—Risks Related to the Mortgage Loans—Appraisals May Not Accurately Reflect the Value of the Mortgaged Properties” in this prospectus supplement. Unless clearly indicated otherwise and as set forth below, the Cut-off Date Loan-to-Value Ratio for each of the Mortgage Loans contained in any group of cross-collateralized Mortgage Loans, if any, is calculated on the basis of the aggregate Cut-off Date Principal Balance of all those Mortgage Loans and the aggregate Appraised Value of all the related Mortgaged Properties securing the group. On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a higher (and perhaps substantially higher) Cut-off Date LTV Ratio than is shown on Annex A-1 to this prospectus supplement. In the case of the Mortgage Loans secured by the cross-collateralized and cross-defaulted Mortgaged Properties identified on Annex A-1 to this prospectus supplement as SpringHill Suites Alexandria and Holiday Inn Express Alexandria, which Mortgage Loans represent 0.9% and 0.7% of the Cut-off Date Pool Balance, respectively, because such cross-collateralization and cross-default arrangements may be terminated upon the satisfaction of certain conditions, and because we have been advised by the related Mortgage Loan Seller that the related borrower intends to un-cross such Mortgage Loans shortly after the Closing Date, the Cut-off Date Loan-to-Value Ratio for each Mortgage Loan is presented independently. In the case of a Mortgage Loan that is part of a Loan Combination, such loan-to-value ratio was calculated based on the aggregate principal |
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(5) | “Debt Service Coverage Ratio”, “DSCR”, “Underwritten Debt Service Coverage Ratio” “U/W NCF DSCR” or “U/W DSCR” generally means the ratio of the Underwritten Net Cash Flow for the related Mortgaged Property or properties to the annual debt service as shown in Annex A-1 to this prospectus supplement. In the case of Mortgage Loans with an interest-only period that has not expired as of the Cut-off Date but will expire prior to maturity, 12 months of principal and interest payments is used as the annual debt service. In the case of any Mortgage Loan that provides for payments of interest-only for its entire term, 12 months of interest-only payments is used as the annual debt service. Unless clearly indicated otherwise and set forth below, the Underwritten Debt Service Coverage Ratio for each of the Mortgage Loans contained in any group of cross-collateralized Mortgage Loans, if any, is calculated on the basis of the aggregate cash flow generated by all the Mortgaged Properties securing the group and the aggregate debt service payable under all of those Mortgage Loans. On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten Debt Service Coverage Ratio than is shown on Annex A-1 to this prospectus supplement. In the case of the Mortgage Loans secured by the cross-collateralized and cross-defaulted Mortgaged Properties identified on Annex A-1 to this prospectus supplement as SpringHill Suites Alexandria and Holiday Inn Express Alexandria, which Mortgage Loans represent 0.9% and 0.7% of the Cut-off Date Pool Balance, respectively, because such cross-collateralization and cross-default arrangements may be terminated upon the satisfaction of certain conditions, and because we have been advised by the related Mortgage Loan Seller that the related borrower intends to un-cross such Mortgage Loans shortly after the Closing Date, the Underwritten Debt Service Coverage Ratio for each Mortgage Loan is presented independently. |
(6) | “LTV Ratio at Maturity” and “Balloon LTV Ratio” generally means the ratio, expressed as a percentage, of (a) the principal balance of a balloon Mortgage Loan scheduled to be outstanding on the scheduled maturity date, assuming (among other things) no prepayments or defaults, to (b) the Appraised Value of the related Mortgaged Property or Properties determined as described under “Description of the Mortgage Pool—Assessments of Property Value and Condition—Appraisals” in this prospectus |
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supplement. Because the Appraised Values of the Mortgaged Properties were determined prior to origination, the information set forth in this prospectus supplement, including the Annexes hereto, is not necessarily a reliable measure of the related borrower’s current equity in each Mortgaged Property. In a declining real estate market, the appraised value of a Mortgaged Property may have decreased from the appraised value determined at origination and the current actual loan-to-value ratio at maturity of a Mortgage Loan may be higher than the LTV Ratio at Maturity that we present in this prospectus supplement. See “Risk Factors—Risks Related to the Mortgage Loans—Appraisals May Not Accurately Reflect the Value of the Mortgaged Properties” in this prospectus supplement. In the case of each Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, such loan-to-value ratio was calculated based on the aggregate principal balance that will be due at maturity with respect to such Mortgage Loan and the related Pari Passu Companion Loan. Unless clearly indicated otherwise and as set forth below, the LTV Ratio at Maturity for each of the Mortgage Loans contained in any group of cross-collateralized Mortgage Loans, if any, is calculated on the basis of the aggregate principal balance of all those Mortgage Loans scheduled to be outstanding on the scheduled maturity date, assuming (among other things) no prepayments or defaults, and the aggregate Appraised Value of all the related Mortgaged Properties securing the group. On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a higher (and perhaps, substantially higher) LTV Ratio at Maturity than is shown on Annex A-1 to this prospectus supplement. In the case of the Mortgage Loans secured by the cross-collateralized and cross-defaulted Mortgaged Properties identified on Annex A-1 to this prospectus supplement as SpringHill Suites Alexandria and Holiday Inn Express Alexandria, which Mortgage Loans represent 0.9% and 0.7% of the Cut-off Date Pool Balance, respectively, because such cross-collateralization and cross-default arrangements may be terminated upon the satisfaction of certain conditions, and because we have been advised by the related Mortgage Loan Seller that the related borrower intends to un-cross such Mortgage Loans shortly after the Closing Date, the Balloon LTV Ratio for each Mortgage Loan is presented independently. |
(7) | “Maturity Date Balloon Payment” or “Balloon Payment” means, for any balloon Mortgage Loan, the payment of principal due upon its stated maturity date or anticipated repayment date. |
(8) | “Occupancy Rate” means (i) in the case of multifamily rental properties and manufactured housing community properties, the percentage of rental units or pads, as applicable, that are rented as of the date of determination; (ii) in the case of office, retail and industrial/warehouse properties, the percentage of the net rentable square footage rented as of the date of determination (subject to, in the case of certain Mortgage Loans, one or more of the additional lease-up assumptions); (iii) in the case of hospitality properties, the percentage of available rooms occupied for the trailing 12-month period ending on the date of determination; and (iv) in the case of self-storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented for the trailing 12-month period ending on the date of determination, depending on borrower reporting. In the case of some of the Mortgage Loans, the calculation of Occupancy Rate for one or more related properties was based on assumptions regarding occupancy, such as the assumption that a particular tenant at the subject Mortgaged Property that has executed a lease, but has not yet taken occupancy and/or has not yet commenced paying rent, will take occupancy on a future date generally expected to occur within twelve months of the cut-off date; assumptions regarding the renewal of particular leases and/or the re-leasing of certain space at the subject Mortgaged Property; and certain additional lease-up assumptions as may be described in the footnotes to Annex A-1 to this prospectus supplement. |
(9) | “Occupancy As Of Date” means the date of determination of the Occupancy Rate of a Mortgaged Property. |
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(10) | “Prepayment Provisions” denotes a general summary of the provisions of a Mortgage Loan that restrict the ability of the related borrower to voluntarily prepay the Mortgage Loan. In each case, some exceptions may apply that are not described in the general summary, such as provisions that permit a voluntary partial prepayment in connection with the release of a portion of a Mortgaged Property, or require the application of tenant holdback reserves to a partial prepayment, in each case notwithstanding any Lock-out Period or Yield Maintenance Charge that may otherwise apply. In describing Prepayment Provisions, we use the following symbols with the indicated meanings: |
● | “D(#)”means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited, but the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property. |
● | “L(#)”means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which voluntary prepayments of principal are prohibited and defeasance is not permitted. |
● | “O(#)”means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted without the payment of any Prepayment Premium or Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment. |
● | “YM(#)”means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of a Yield Maintenance Charge and the lender is not entitled to require a defeasance in lieu of prepayment. |
● | “D(#) or @%” means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which the related borrower is permitted to defease that Mortgage Loan in order to obtain a release of the related Mortgaged Property or during which prepayments of principal are permitted with the payment of a Prepayment Premium (equal to @% of the prepaid amount). |
● | “GRTR of @% or YM(#)”means, with respect to any Mortgage Loan, a specified number of monthly payment periods (which number is denoted by a numeric value #) during which prepayments of principal are permitted with the payment of the greater of a Yield Maintenance Charge and a Prepayment Premium (equal to @% of the prepaid amount) and the lender is not entitled to require a defeasance in lieu of prepayment. |
(11) | “Remaining Term to Maturity” means, with respect to any Mortgage Loan, the number of months from the Cut-off Date to the related stated maturity date or anticipated repayment date. |
(12) | “RevPAR” means, with respect to any hospitality property, revenues per available room. |
(13) | “Stated Principal Balance” means, for each Mortgage Loan in the Trust Fund, a principal amount that: |
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(14) | “Structuring Assumptions” means, collectively, the following assumptions regarding the Certificates and the Mortgage Loans in the Trust Fund: |
● | except as otherwise set forth below, the Mortgage Loans have the characteristics set forth on Annex A-1 to this prospectus supplement and the Cut-off Date Pool Balance is as described in this prospectus supplement; |
● | the initial aggregate principal balance or notional amount, as the case may be, of each interest-bearing Class of Certificates is as described in this prospectus supplement; |
● | the pass-through rate for each interest-bearing Class of Certificates is as described in this prospectus supplement; |
● | no delinquencies, defaults or losses occur with respect to any of the Mortgage Loans; |
● | no Additional Trust Fund Expenses (including Trust Advisor Expenses) arise, no Servicing Advances are made under the Pooling and Servicing Agreement and the only expenses of the Trust consist of the trustee fees, the certificate administrator fees, the master servicing fees (including any applicable primary or sub-servicing fees) and the Trust Advisor fees; |
● | there are no modifications, extensions, waivers or amendments affecting the monthly debt service payments by borrowers on the Mortgage Loans; |
● | each of the Mortgage Loans provides for monthly debt service payments to be due on the first day of each month, regardless of the actual day of the month on which those payments are otherwise due and regardless of whether the subject date is a business day or not; |
● | all monthly debt service payments on the Mortgage Loans are timely received by the Master Servicer on behalf of the Trust on the day on which they are assumed to be due or paid as described in the immediately preceding bullet; |
● | each ARD Loan in the Trust Fund is paid in full on its respective Anticipated Repayment Date; |
● | except as described in the next succeeding bullet, no involuntary prepayments are received as to any Mortgage Loan at any time (including, without limitation, as a result of any application of escrows, reserve or holdback amounts if performance criteria are not satisfied); |
● | except as described in the next two succeeding bullets, no voluntary prepayments are received as to any Mortgage Loan during that Mortgage Loan’s prepayment Lock-out Period, including any contemporaneous period when defeasance is |
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permitted, or during any period when principal prepayments on that Mortgage Loan are required to be accompanied by a Prepayment Premium or Yield Maintenance Charge, including any contemporaneous period when defeasance is permitted; |
● | except as otherwise assumed in the immediately preceding two bullets, prepayments are made on each of the Mortgage Loans at the indicated CPRs set forth in the subject tables or other relevant part of this prospectus supplement, without regard to any limitations in those Mortgage Loans on partial voluntary principal prepayments; |
● | all prepayments on the Mortgage Loans are assumed to be accompanied by a full month’s interest and no Prepayment Interest Shortfalls occur; |
● | no Yield Maintenance Charges or Prepayment Premiums are collected; |
● | no person or entity entitled thereto exercises its right of optional termination as described in this prospectus supplement under “Description of the Offered Certificates—Termination of the Pooling and Servicing Agreement”; |
● | no Mortgage Loan is required to be repurchased, as described under “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this prospectus supplement; |
● | distributions on the Offered Certificates are made on the 15th day of each month, commencing in September 2012; and |
● | the Offered Certificates are settled with investors on August 7, 2012. |
(15) | “Underwritten Net Cash Flow”, “Underwritten NCF” or “U/W NCF” means an amount based on assumptions relating to cash flow available for debt service. In general, it is the assumed revenue derived from the use and operation of a Mortgaged Property, consisting primarily of rental income, less the sum of (a) assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising), (b) fixed expenses, such as insurance, real estate taxes and, if applicable, ground lease payments, and (c) reserves for capital expenditures, including tenant improvement costs and leasing commissions. Underwritten Net Cash Flow generally does not reflect interest expenses, non-cash items such as depreciation and amortization and other non-reoccurring expenses. |
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(16) | “Underwritten NCF Debt Yield” or “U/W NCF Debt Yield” means, with respect to any Mortgage Loan, the related Underwritten NCF divided by the Cut-off Date Principal Balance of that Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, such debt yield was calculated based on the aggregate principal balance of such Pari Passu Mortgage Loan and the related Pari Passu Companion Loan as of the cut-off date. Unless clearly indicated otherwise and as set forth below, the Underwritten NCF Debt Yield for each Mortgage Loan contained in any group of cross-collateralized Mortgage Loans is equal to the Underwritten NCF of all the Mortgaged Properties securing the group divided by the aggregate Cut-off Date Principal Balance of all the Mortgage Loans in the group. On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten NCF Debt Yield than is shown on Annex A-1 to this prospectus supplement. In the case of the Mortgage Loans secured by the cross-collateralized and cross-defaulted Mortgaged Properties identified on Annex A-1 to this prospectus supplement as SpringHill Suites Alexandria and Holiday Inn Express Alexandria, which Mortgage Loans represent 0.9% and 0.7% of the Cut-off Date Pool Balance, respectively because such cross-collateralization and cross-default arrangements may be terminated upon the satisfaction of certain conditions, and because we have been advised by the related Mortgage Loan Seller that the related borrower intends to un-cross such Mortgage Loans shortly after the Closing Date, the Underwritten Net Cash Flow Debt Yield for each Mortgage Loan is presented independently. |
(17) | “Underwritten Net Operating Income”, “Underwritten NOI” or “U/W NOI” means an amount based on assumptions of the cash flow available for debt service before deductions for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions. Underwritten Net Operating Income is generally estimated in the same manner as Underwritten Net Cash Flow, except that no deduction is made for capital expenditures, including replacement reserves, tenant improvement costs and leasing commissions. See “Risk Factors—Risks Related to the |
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Mortgage Loans—Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions” in this prospectus supplement. |
(18) | “Underwritten NOI Debt Yield” or “U/W NOI Debt Yield” means, with respect to any Mortgage Loan, the related Underwritten NOI divided by the Cut-off Date Principal Balance of that Mortgage Loan. In the case of a Mortgage Loan that is part of a Loan Combination, unless otherwise indicated, such debt yield was calculated based on the aggregate principal balance of such Pari Passu Mortgage Loan and the related Pari Passu Companion Loan as of the cut-off date. Unless clearly indicated otherwise and as set forth below, the Underwritten NOI Debt Yield for each Mortgage Loan contained in any group of cross-collateralized Mortgage Loans is equal to the Underwritten NOI of all the Mortgaged Properties securing the group divided by the aggregate Cut-off Date Principal Balance of all the Mortgage Loans in the group. On an individual basis, without regard to the cross-collateralization feature, any particular Mortgage Loan that is part of a group of cross-collateralized Mortgage Loans may have a lower (and perhaps substantially lower) Underwritten NOI Debt Yield than is shown on Annex A-1 to this prospectus supplement. In the case of the Mortgage Loans secured by the cross-collateralized and cross-defaulted Mortgaged Properties identified on Annex A-1 to this prospectus supplement as SpringHill Suites Alexandria and Holiday Inn Express Alexandria, which Mortgage Loans represent 0.9% and 0.7% of the Cut-off Date Pool Balance, respectively, because such cross-collateralization and cross-default arrangements may be terminated upon the satisfaction of certain conditions, and because we have been advised by the related Mortgage Loan Seller that the related borrower intends to un-cross such Mortgage Loans shortly after the Closing Date, the Underwritten NOI Debt Yield for each Mortgage Loan is presented independently. |
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Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
(2) Whole Loan; Ownership of Mortgage Loans | 100 Church Street (Loan No. 1) | $230,000,000 senior loan to borrower is secured on a pari passu basis by various notes (A-1 Note in amount of $150,000,000; and A-2 Note in amount of $80,000,000). Wells Fargo is contributing A-1 Note to WFRBS 2012-C8 Trust. The loan is serviced pursuant to the Pooling and Servicing Agreement for the WFRBS 2012-C8. | ||
(2) Whole Loan; Ownership of Mortgage Loans | Northridge Fashion Center (Loan No. 3) | $251,000,000 senior loan to borrower is secured on a pari passu basis by various notes (A-1 Note in amount of $160,000,000; and A-2 Note in amount of $91,000,000). Wells Fargo is contributing A-2 Note to WFRBS 2012-C8 Trust. The loan is serviced pursuant to the Pooling and Servicing Agreement for the WFRBS 2012-C7. | ||
(7) Lien; Valid Assignment | 100 Church Street (Loan No. 1) | $230,000,000 senior loan to borrower is secured on a pari passu basis by various notes (A-1 Note in amount of $150,000,000; and A-2 Note in amount of $80,000,000). Wells Fargo is contributing A-1 Note to WFRBS 2012-C8 Trust. The loan is serviced pursuant to the Pooling and Servicing Agreement for the WFRBS 2012-C8. | ||
(7) Lien; Valid Assignment | Northridge Fashion Center (Loan No. 3) | $251,000,000 senior loan to borrower is secured on a pari passu basis by various notes (A-1 Note in amount of $160,000,000; and A-2 Note in amount of $91,000,000). Wells Fargo is contributing A-2 Note to WFRBS 2012-C8 Trust. The loan is serviced pursuant to the Pooling and Servicing Agreement for the WFRBS 2012-C7 Trust. | ||
(8) Permitted Liens; Title Insurance | Battelle Campus (Loan No. 6) | Mortgaged property consists of the leasehold interest in five parcels with the same ground lessor that are included within the U.S. Department of Energy’s Pacific Northwest National Laboratory. (i) Purchase Option. After the mortgage loan has been paid in full, the ground lessor has a right to purchase the leasehold improvements on each of the related ground lease parcels either (A) if exercised during the related ground lease term, for fair market value; or (B) if exercised upon the expiration of the related ground lease term (occurring between 2051 and 2060), for $1, as |
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Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
applicable. (ii) ROFO. Ground Lessor has a Right of First Offer (ROFO) in connection with a transfer of the Borrower’s interest in the mortgaged property. Foreclosure or deed-in-lieu of the mortgaged property or the first subsequent transfer by lender thereafter does not trigger either the Purchase Option or the ROFO, however. Also, ground lessor may not exercise the Purchase Option or the ROFO until all obligations owing to lender under the loan documents have been performed and paid in full. | ||||
(8) Permitted Liens; Title Insurance | Cole Office Portfolio (Loan No. 9) | Single tenant at Duluth, GA property (AGCO Corporation) has preferential right to purchase the related mortgaged property (ROFR) beginning August 2014. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed-in-lieu thereof. | ||
(8) Permitted Liens; Title Insurance | Mission Village (Loan No. 18) | Out-parcel tenant (Chili’s) has Right of First Offer (ROFO) to purchase the related out-parcel upon Borrower’s notifying tenant of intention to market the out-parcel for sale. ROFO is not extinguished by foreclosure. Foreclosure or deed-in-lieu of the mortgaged property does not trigger ROFO, however. | ||
(8) Permitted Liens; Title Insurance | Silgan Containers Manufacturing Corp. (Loan No. 29) | (i) Option to Purchase. Single tenant (Silgan Containers Manufacturing Corp.) has option to purchase all of the three constituent properties at “Termination Amount” equal to greater of (a) fair market value of affected property, and (b) the sum of (1) “termination value” of the applicable property as set forth in the Silgan lease (not less than $15,559,765) and (2) any applicable prepayment premium landlord is required to pay its lender. Option is not first exercisable until on or about April 30, 2024 (loan maturity is 06.01.2022, although tenant’s notice of exercise must be given between June 30, 2018 and September 30, 2018). Option is not extinguished by foreclosure. (ii) Right of First Refusal. Single tenant (Silgan Containers Manufacturing Corp.) has Right of First Refusal (ROFR) to purchase the subject properties. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed in lieu thereof. | ||
(8) Permitted Liens; Title Insurance | Selma Square (Loan No. 34) | Out-parcel tenant (Taco Bell) has Right of First Offer (ROFO) to purchase the related out-parcel if landlord offers the premises for sale or exchange. ROFO is not extinguished by foreclosure. The related Borrower’s offering of the mortgaged property for sale or exchange in contravention of the permitted transfer provisions of the loan documents would result in the loan being recourse to the related guarantor; however. | ||
(8) Permitted Liens; Title Insurance | Tower Automotive (Loan No. 43) | (i) Third Party Purchase Option. Single tenant (Tower Automotive Operations USA I, LLC) has right to cause a third party buyer (“Designee”) to purchase the |
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Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
Sandusky, Ohio property for purchase price equal to or greater than $922,000. Third Party Purchase Option is not extinguished by foreclosure. (ii) Right of First Refusal. Single tenant (Tower Automotive Operations USA I, LLC) has Right of First Refusal (ROFR) to purchase either of the subject properties. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed-in-lieu thereof. | ||||
(8) Permitted Liens; Title Insurance | North Academy III (Loan No. 57) | Tenant (Vectra Bank) has preferential right to purchase (in effect, a right of first offer) the lot and building in which its premises are located if such lot and building are marketed for sale separately from the entire mortgaged property. Preferential right to purchase is not extinguished by foreclosure; however, such right does not apply to foreclosure or deed-in-lieu thereof. | ||
(8) Permitted Liens; Title Insurance | Woodlawn Manor MHC (Loan No. 77) | Florida statute (F.S. 723.071) confers Right of First Refusal (ROFR) to MHC homeowners’ association. ROFR is not extinguished by foreclosure; however, the ROFR does not apply to foreclosure or deed-in-lieu thereof. Related affidavit was obtained at closing confirming that ROFR is not applicable to acquisition of mortgaged property (subject loan provided acquisition financing). | ||
(12) Condition of Property | Northridge Fashion Center (Loan No. 3) | Engineering report is dated March 31, 2011, which is more than 12 months prior to the Cut-off Date. | ||
(12) Condition of Property | Holiday Inn Disneyland (Loan No. 15) | Engineering report is dated July 13, 2011, which is more than 12 months prior to the Cut-off Date. | ||
(12) Condition of Property | Orangewood Shadows (Loan No. 27) | Engineering report is dated August 30, 2011, which is more than 6 months prior to the June 15, 2012 loan origination date. | ||
(12) Condition of Property | Cordelia Industrial (Loan No. 59) | Engineering report is dated September 1, 2011, which is more than 6 months prior to the May 30, 2012 loan origination date. | ||
(12) Condition of Property | Trojan Storage Sun Valley (Loan No. 60) | Engineering report is dated July 26, 2011, which is more than 6 months prior to the March 2, 2012 loan origination date. | ||
(15) Actions Concerning Mortgage Loan | Battelle Campus (Loan No. 6) | (i) Centurion Bankruptcy. Centurion Properties, III, LLC (“Centurion”), an entity affiliated with the sponsor (Michael E. Henry) and predecessor-in-interest to Borrower, is the subject of a bankruptcy proceeding. In 2006 the sponsor arranged acquisition financing in the amount of $67 million from General Electric Capital Corporation (“GECC”) to purchase a portfolio of properties which included the mortgaged property. As a condition to the loan, GECC required additional equity, and the sponsor brought in additional partners to fund $5 million of the purchase price and act as additional carve-out guarantors. In July 2007, without the knowledge or consent |
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Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
of either the sponsor or GECC, and in violation of both the GECC loan documents and Centurion’s organizational documents, the additional equity partners pledged their interest in the portfolio collateral (including the mortgaged property) to Centrum Financial Services to fund unrelated projects and cover other obligations. This additional debt was discovered by the sponsor when he attempted to refinance the GECC debt, and he filed a lawsuit in February 2010 against the additional equity partners and Centrum. Eventually the sponsor purchased Centurion’s non-GECC debt and proposed a bankruptcy plan to remove the current ownership, recognize a sponsor affiliate as the sole owner of Centurion, clear title of all illegal liens and approve a modification of the GECC debt that included an extension, and prepayment incentives. On December 15, 2011 the bankruptcy court approved the related borrower’s bankruptcy plan. The loan documents require borrower to deliver an order from the Bankruptcy Court formally closing the bankruptcy proceeding. (ii) Bank of Whitman/ FDIC Litigation. Sponsor (Michael E. Henry) executed a personal guaranty in connection with financing provided to an affiliate by the Bank of Whitman to purchase two defaulted notes. The sponsor alleges that the terms of the financing were modified to terminate the guaranty. In 2011, the Federal Deposit Insurance Corporation (FDIC) was appointed as receiver for the Bank of Whitman. The FDIC alleges that no evidence of the guaranty’s termination is in the Bank of Whitman’s official records, and, in response to sponsor’s filing of a declaratory judgment action to nullify the guaranty, has sued to collect on the guaranty and related promissory note (the outstanding principal balance is approximately $4.2 million). | ||||
(18) Insurance | 100 Church Street (Loan No. 1) | Loan documents permit $100,000 deductible. | ||
(18) Insurance | Northridge Fashion Center (Loan No. 3) | One tenant (Macaroni Grill pad site) is a “leased fee”, where tenant constructed improvements and maintains its own insurance. Subject to applicable restoration obligations, casualty proceeds are payable to tenant and/or its leasehold mortgagee. | ||
(18) Insurance | Mission Village (Loan No. 18) | Three tenants (Wells Fargo Bank, Chili’s and Tommy’s Hamburgers) are “leased fees”, where respective tenant constructed improvements and maintains its own insurance or is permitted under certain conditions to self-insure. Subject to applicable restoration obligations, casualty proceeds are payable to tenant and/or its leasehold mortgagee. | ||
(18) Insurance | West Slauson Plaza (Loan No. 20) | (i) Self-Insurance. Borrower’s obligation to provide required “all risk” casualty property insurance with respect to the portion of the property leased to Home |
C-2-4 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
Depot is suspended so long as (A) Borrower certifies that Home Depot has satisfied insurance requirements including providing all-risk insurance covering its premises under its lease; (B) Home Depot maintains third party insurance required by its lease or, if it exercises its rights to self-insure, provides evidence of its maintaining a net worth of at least $200 million; and (C) Home Depot remains the tenant under its lease (although replacement tenants have same lease rights as Home Depot); provided that Borrower shall provide a contingent policy if (1) S & P’s long term credit rating for Home Depot falls below a “BBB-” rating after any self-insurance election or (2) Home Depot does not have an unconditional obligation to restore its premises. Third party coverage currently in-place for required coverages. (ii) Control of Casualty Proceeds. Home Depot has right to retain and control casualty proceeds applicable to its space for repair and restoration. (iii) Leased Fee. One tenant (McDonald’s pad site) is a “leased fee”, where tenant constructed improvements and maintains its own insurance or is permitted under certain conditions to self-insure. Subject to restoration obligations, casualty proceeds are payable to tenant and/or its leasehold mortgagee. | ||||
(18) Insurance | Laguna Pavilion (Loan No. 25) | One tenant (Chili’s Bar & Grill pad site) is a “leased fee”, where tenant constructed improvements and maintains its own insurance or is permitted under certain conditions to self-insure. Subject to applicable restoration obligations, casualty proceeds are payable to tenant and/or its leasehold mortgagee. | ||
(18) Insurance | Carpenter Plaza (Loan No. 30) | For property losses of less than $1,000,000 (10% of original principal balance), lender disburses casualty proceeds directly to Borrower for repair or restoration. | ||
(18) Insurance | Boynton West Shopping Center (Loan No. 39) | One tenant (SunTrust Bank pad site) is a “leased fee”, where tenant constructed improvements and maintains its own insurance or is permitted under certain conditions to self-insure. Subject to applicable restoration obligations, casualty proceeds are payable to tenant and/or its leasehold mortgagee. | ||
(18) Insurance | Tower Automotive (Loan No. 43) | Loan documents permit a $250,000 deductible for property and liability coverages. | ||
(18) Insurance | Magna International, Inc. (Loan No. 51) | (i) Loan documents permit a $100,000 deductible with respect to property coverage, and (ii) Borrower’s obligation to provide windstorm insurance suspended subject to certain conditions, including: (i) the lease guaranty made by Magna International, Inc., the related tenant’s parent company, is in full force and effect; and (ii) there is no downgrade, withdrawal or qualification of the credit rating of Magna International, |
C-2-5 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
Inc. below “BBB+” (or its equivalent) by any Rating Agency. Currently, windstorm coverage is not excluded from in-place property insurance. | ||||
(19) Access; Utilities; Separate Tax Parcels | Marymoor Storage (Loan No. 61) | Current access to public street across a 50 ft. strip that was formerly the Burlington Northern Railroad tracked expires January 29, 2014 subject to renewal upon County approval. Borrower is required to obtain Special Use Permit renewal for access to East Lake Sammamish Pkwy NE on or before August 18, 2012). Access endorsement obtained (assuring access as of the date of the title policy). Alternative access through City of Redmond property possible if access disrupted, but would involve road costs; also, indemnity obtained from guarantors as mitigant. | ||
(20) No Encroachments | Boynton West Shopping Center (Loan No. 39) | Improvements extend approx. 57 feet into electric utility easement (overhead electric lines currently located in easement). No title coverage for encroachment into easements is available in Florida. | ||
(28) Recourse Obligations | Carpenter Plaza (Loan No. 30) | (i) Shell Guarantor. SPE Borrower only (Ypsilanti Properties, LLC) is liable for carve-outs; however, loan-to-value at origination was 44.4% and underwritten NCF debt service ratio was 2.46x. (ii) Carve-Out Scope. Springing recourse to SPE Borrower for transfer of mortgaged property in violation of permitted transfers provisions, but “losses” only for transfer of controlling equity in Borrower in violation of permitted transfers provisions. | ||
(29) Mortgage Releases | Silgan Containers Manufacturing Corp. (Loan No. 29) | (i) Partial Releases. Partial releases of an Individual Property are permitted in connection with the related tenant’s exercise of its abandonment rights under Section 35 of its lease, subject to certain conditions, including (A) no default has occurred or is continuing; (B) payment of 100% of the allocated loan amount for the related release property, together with the applicable yield maintenance premium greater of (1) 2% amount prepaid or (2) yield maintenance-based amount, Interest Shortfall amount, and all accrued and unpaid interest due under the loan documents; (C) releases and such other documentation as lender may reasonably require, including a borrower’s certificate that the release will not impair the liens or other rights of lender under the loan documents; and (D) Borrower shall pay for all costs and expenses incurred by lender in connection with the property release, including rating agency fees and reasonable counsel’s fees; provided, however, that loan prepayments required for REMIC compliance (post-release 125% LTV test) do not require yield maintenance payment. Also, (ii) Property Substitution. Substitution of Individual Properties is permitted in connection with the related tenant’s exercise of its substitution rights |
C-2-6 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
under Section 38 of its lease (properties uneconomic or no longer suitable for tenant’s use), subject to certain conditions, including: (A) no default has occurred or is continuing; (B) Borrower shall not be permitted to substitute any Individual Property more than once during the loan term; (C) appraisal of substitute property (1) must show equal or greater value than applicable individual property and (ii) must support loan-to-value ratio for remaining properties of not more than 45.6%; (D) substitute property shall have equal or better physical condition to applicable individual property, be a building substantially similar in use and quality to applicable individual property, and be in a location have similar of greater attributes as applicable individual property, including submarket strength, population and accessibility, as determined by lender in accordance with prudent lending standards; (E) (1) the assumed debt service coverage ratio of all properties for preceding 12 months (based on a 5.16% imputed interest rate and a 20 year amortization period) shall be the equal or greater to the pre-substitution assumed debt service coverage ratio and (2) the assumed debt service coverage ratio of the substitute property shall be equal or greater to the assumed debt service coverage ratio of the applicable individual property; (F) an opinion of counsel that the substitution does not constitute a “significant modification” under applicable REMIC regulations; and (G) a rating agency confirmation. | ||||
(29) Mortgage Releases | Tower Automotive (Loan No. 43) | Partial release of the Sandusky Ohio property is permitted in connection with the related tenant’s exercise of its rights under Section 3(a) of the Second Amendment, subject to certain conditions, including (A) no default has occurred or is continuing; (B) payment of 100% of the allocated loan amount for the related release property ($320,000), together with the applicable yield maintenance premium greater of (1) 2% amount prepaid or (2) yield maintenance-based amount, Interest Shortfall amount, and all accrued and unpaid interest due under the loan documents; (C) if required by lender, a rating agency confirmation with respect to the property release; and (D) Borrower shall pay for all costs and expenses incurred by lender in connection with the property release, including rating agency fees and reasonable counsel’s fees; provided, however, that loan prepayments required for REMIC compliance (post-release 125% LTV test) do not require yield maintenance payment. | ||
(31) Acts of Terrorism Exclusion | 100 Church Street (Loan No. 1) | (i) Terrorism Insurance Cap. Terrorism insurance annual premium capped at $600,000. (ii) Non-rated Insurer. Borrower is permitted to purchase terrorism insurance in excess of $100 |
C-2-7 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
million written by Belmont Insurance Company, a non-rated captive insurer under certain conditions, including (A) Terrorism Risk Insurance Act of 2002, as amended (TRIA), is in full force and effect and those covered losses that are not reinsured by the federal government under TRIA are reinsured by an insurance company with a Best’s rating of at least “A:X”; and (B) all reinsurance agreements involving such captive insurer shall be reasonably acceptable to Lender, and Borrower shall use commercially reasonable efforts to cause reinsurance agreements to provide for direct access to such reinsurers by all named insureds and mortgagees with such insurance benefits. | ||||
(31) Acts of Terrorism Exclusion | Northridge Fashion Center (Loan No. 3) | If Terrorism Risk Insurance Act of 2002, as amended, (TRIA) or a similar statute is not in effect and provided that terrorism insurance is available, Borrower shall be required to carry terrorism coverage, but is not be required to spend more than 200% of cost of stand-alone policy for terrorism insurance immediately prior to date of TRIA or similar governmental backstop no longer in effect. | ||
(31) Acts of Terrorism Exclusion | Cole Office Portfolio (Loan No. 9) | Terrorism insurance premium capped at 200% of cost of casualty and rent loss insurance required by loan documents (without giving effect to the terrorism and earthquake components thereof). | ||
(31) Acts of Terrorism Exclusion | 75 Commerce Drive (Loan No. 26) | If terrorism coverage excluded from property insurance policy, cost for stand-alone terrorism insurance is capped at 200% of the premium of stand-alone policy as of the closing date. | ||
(31) Acts of Terrorism Exclusion | Magna International, Inc. (Loan No. 51) | Borrower’s obligation to provide terrorism insurance is suspended subject to certain conditions, including: (i) the lease guaranty made by Magna International, Inc., the related tenant’s parent company, is in full force and effect; and (ii) there is no downgrade, withdrawal or qualification of the credit rating of Magna International, Inc. below “BBB+” (or its equivalent) by any Rating Agency. Currently, terrorism coverage is not excluded from in-place property insurance. | ||
(33) Single-Purpose Entity | Silgan Containers Manufacturing Corp. (Loan No. 29) | SPE variations as follows: Loan documents provide that if Borrower’s assets are included in a consolidated financial statement of its affiliates, Borrower neither has to (i) include notations on such financials to indicate the separateness of Borrower nor does it have to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or any other Person; and (ii) list assets on Borrower’s own separate balance sheet. | ||
(33) Single-Purpose Entity | Tower Automotive (Loan No. 43) | SPE variations as follows: Loan documents provide that if Borrower’s assets are included in a consolidated |
C-2-8 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
financial statement of its affiliates, Borrower neither has to (i) include notations on such financials to indicate the separateness of Borrower nor does it have to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or any other Person; and (ii) list assets on Borrower’s own separate balance sheet. | ||||
(33) Single-Purpose Entity | Magna International, Inc. (Loan No. 51) | SPE variations as follows: Loan documents provide that if Borrower’s assets are included in a consolidated financial statement of its affiliates, Borrower neither has to (i) include notations on such financials to indicate the separateness of Borrower nor does it have to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such affiliates or any other Person; and (ii) list assets on Borrower’s own separate balance sheet. | ||
(34) Defeasance | 75 Commerce Drive (Loan No. 26) | Loan documents do not expressly require accounting certification that total defeasance collateral is sufficient to make all scheduled payments under the Mortgage Loan, however, the loan documents do require Borrower to deliver such other certificates, opinions, documents and instruments as Lender may reasonably require in connection with same. | ||
(34) Defeasance | Silgan Containers Manufacturing Corp. (Loan No. 29) | Defeasance variations: (A) Borrower shall deliver a certificate at borrower’s option of either (1) Chatham Financial, (2) a regionally or nationally recognized public accounting firm reasonably acceptable to lender , or (3) a third party reputable defeasance advisor reasonably acceptable to Lender certifying that the total defeasance collateral will generate monthly amounts equal or greater than the scheduled defeasance payments; and (B) Borrower shall not be required to deliver a rating agency confirmation; also, Borrower is permitted to designate or establish successor borrower, and upon assumption by Successor Borrower of borrower and guarantor obligations, and borrower and guarantor are released from all obligations except those surviving defeasance. | ||
(34) Defeasance | Tower Automotive (Loan No. 43) | Defeasance variations: (A) Borrower shall deliver a certificate at borrower’s option of either (1) Chatham Financial, (2) a regionally or nationally recognized public accounting firm reasonably acceptable to lender , or (3) a third party reputable defeasance advisor reasonably acceptable to Lender certifying that the total defeasance collateral will generate monthly amounts equal or greater than the scheduled defeasance payments; and (B) Borrower shall not be required to deliver a rating agency confirmation; also, Borrower is permitted to designate or establish successor borrower, and upon assumption by Successor Borrower |
C-2-9 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
of borrower and guarantor obligations, and borrower and guarantor are released from all obligations except those surviving defeasance. | ||||
(34) Defeasance | Magna International, Inc. (Loan No. 51) | Defeasance variations: (A) Borrower shall deliver a certificate at borrower’s option of either (1) Chatham Financial, (2) a regionally or nationally recognized public accounting firm reasonably acceptable to lender , or (3) a third party reputable defeasance advisor reasonably acceptable to Lender certifying that the total defeasance collateral will generate monthly amounts equal or greater than the scheduled defeasance payments; and (B) Borrower shall not be required to deliver a rating agency confirmation; also, Borrower is permitted to designate or establish successor borrower, and upon assumption by Successor Borrower of borrower and guarantor obligations, and borrower and guarantor are released from all obligations except those surviving defeasance. | ||
(36) Ground Leases | Battelle Campus (Loan No. 6) | Mortgaged property consists of the leasehold interest in five parcels with the same ground lessor that are included within the U.S. Department of Energy’s Pacific Northwest National Laboratory. Variations: (E) the related ground lease interests may not be transferred to a non-U.S. entity or person. | ||
(41) Bankruptcy | Battelle Campus (Loan No. 6) | Centurion Properties, III, LLC (“Centurion”), an entity affiliated with the sponsor (Michael E. Henry) and predecessor-in-interest to Borrower, is the subject of a bankruptcy proceeding. In 2006 the sponsor arranged acquisition financing in the amount of $67 million from General Electric Capital Corporation (“GECC”) to purchase a portfolio of properties which included the mortgaged property. As a condition to the loan, GECC required additional equity, and the sponsor brought in additional partners to fund $5 million of the purchase price and act as additional carve-out guarantors. In July 2007, without the knowledge or consent of either the sponsor or GECC, and in violation of both the GECC loan documents and Centurion’s organizational documents, the additional equity partners pledged their interest in the portfolio collateral (including the mortgaged property) to Centrum Financial Services to fund unrelated projects and cover other obligations. This additional debt was discovered by the sponsor when he attempted to refinance the GECC debt, and he filed a lawsuit in February 2010 against the additional equity partners and Centrum. Eventually the sponsor purchased Centurion’s non-GECC debt and proposed a bankruptcy plan to remove the current ownership, recognize a sponsor affiliate as the sole owner of Centurion, clear title of all illegal liens and approve a modification of the GECC debt that included an extension, and |
C-2-10 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
prepayment incentives. On December 15, 2011 the bankruptcy court approved the related borrower’s bankruptcy plan. The loan documents require borrower to deliver an order from the Bankruptcy Court formally closing the bankruptcy proceeding. A bankruptcy court order entering a final decree and closing the case was filed July 3, 2012 and entered July 5, 2012. | ||||
(43) Environmental Conditions | Northridge Fashion Center (Loan No. 3) | Phase I environmental site assessment (dated March 21, 2011) identified various recognized environmental conditions related to the Firestone pad site, including (i) various underground storage tank (UST) databases list the Firestone site, but no related UST records were available from the Los Angeles Fire Department; (ii) eight belowground hydraulic lifts have been used on-site for 23 years, and Phase II subsurface sampling was recommended to determine potential impacts, and (iii) a four-compartment clarifier used for filtering waste streams of oil and solvents has been used on-site for 23 years, and Phase II subsurface sampling was recommended to determine potential impacts. While no Phase II testing was required in connection with loan origination, the Firestone lease obligates the tenant to maintain the demised premises in compliance with all laws and ordinances relating to tenant’s use. In addition, the loan documents include an environmental indemnity from GGPLP Real Estate, Inc., which had a stated net worth of $3 billion and liquidity of $27.2 million (including cash, short-term accounts receivable and notes payable) as of December 31, 2010. | ||
(43) Environmental Conditions | Tower Automotive (Loan No. 43) | Phase I ESA (dated April 6, 2012) identified oil/water separator units associated with assembly lines as recognized environmental condition, given chemicals used in manufacturing process; also, staining observed in areas of oil/water separator systems. An environmental insurance policy was issued by Great American Insurance Group, which has Best’s rating of “A: XIV”, with a policy limit of $3,000,000, subject to $25,000 deductible, Policy is prepaid through May 3, 2020 (June 1, 2017 loan maturity). | ||
(45) Appraisal | Northridge Fashion Center (Loan No. 3) | Appraisal is dated January 16, 2012, which is more than 6 months after the April 11, 2011 loan origination date. | ||
(45) Appraisal | Holiday Inn Disneyland (Loan No. 15) | Appraisal is dated June 4, 2011, which is more than 12 months prior to the Cut-off Date. | ||
(45) Appraisal | Cordelia Industrial (Loan No. 59) | Appraisal is dated August 8, 2011, which is more than 6 months prior to the May 30, 2012 loan origination date. |
C-2-11 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
(2) Whole Loan; Ownership of Mortgage Loans | Town Center at Cobb (Loan No. 4) | The Mortgage Loan is secured on a pari passu basis with a pari passu companion loan in the original amount of $130,000,000. | ||
(5) Hospitality Provisions | DoubleTree New Orleans (Loan No. 8) | The Mortgaged Property is operated as a hotel and is managed by DoubleTree Management, LLC pursuant to a management agreement rather than a franchise agreement. | ||
(6) Mortgage Status; Waivers and Modifications | Town Center at Cobb (Loan No. 4) | The Mortgage Loan is secured on a pari passu basis with a pari passu companion loan in the original amount of $130,000,000 The loan amendment and related intercreditor documentation for the loan split were executed on or after May 23, 2012. | ||
(8) Permitted Liens; Title Insurance | Brennan Industrial Portfolio (Loan No. 2) | The tenants at the Mortgaged Properties located in Strongsville, Ohio (Banner Services), Plant City Florida (Builders FirstSource), Vernon, California (Hannibal), Charleston, South Carolina (MVP Group – Charleston), Mayfield, Kentucky (MVP Group – Mayfield) and Ferndale, Michigan (Progressive Metal), each have a right of first offer (ROFO) in connection with a sale of the Mortgaged Property at which they are a tenant. The ROFOs are not extinguished by foreclosure, however the ROFOs are not triggered by a foreclosure or deed-in-lieu thereof. Additionally, Banner Services, the tenant at the Strongsville, Ohio property, has a purchase option to acquire the related Mortgaged Property that is effective in 2020, after the expiration of the Mortgage Loan term. | ||
(8) Permitted Liens; Title Insurance | BJ’s Portfolio (Loan No. 5) | The single tenant at the Mortgaged Properties has a right of first offer (ROFO) if the borrower desires to sell any of the Mortgaged Properties to a third party. The ROFO is not extinguished by foreclosure, however the ROFO is not triggered by a foreclosure or deed-in-lieu thereof. | ||
(8) Permitted Liens; Title Insurance | Fair Hill (Loan No. 11) | The Mortgaged Property is in part owned in fee by four borrower affiliates as tenants in common and in part owned as a leasehold pursuant to a ground lease entered into by the same four entities which also own the related borrower. The four entities own the leasehold portion of the Mortgaged Property as tenants in common. These tenants in common granted a right of first refusal to the unaffiliated owner of the adjacent property, allowing such adjacent owner 20 days to accept any bona fide offer of sale with regard to the Mortgaged Property that the tenants in common wish to accept. Such right does not expressly carve out a foreclosure and itself survives foreclosure, but terminates on August 30, 2021, ten months prior to the maturity of the related Mortgage Loan. | ||
(7) Lien; Valid Assignment | Town Center at Cobb (Loan No. 4) | The Mortgage Loan is secured on a pari passu basis with a pari passu companion |
C-2-12 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
loan in the original amount of $130,000,000. | ||||
(15) Actions Concerning Mortgage Loan | Town Center at Cobb (Loan No. 4) | The Borrower, Town Center at Cobb, LLC, is involved in litigation. In July 2008, Simon Property Group (“Simon”) filed a suit against Control Building Services, Inc. (“Control”) This is a multi-property suit and maintains that Control breached the Strategic Relationship Agreement and separate Service Agreements that Control entered into with Simon Services, Inc. at various properties. In particular, Control failed to pay certain vendors and subcontractors, and improperly billed Simon for services that were not authorized by Simon or provided by Control. Because of Control’s breach, the suit sets forth that Simon is entitled to indemnity for damages asserted by various third parties. In response, Control has filed a counterclaim against Simon, including Town Center at Cobb, LLC as a defendant, asserting breach of contract claims in several counts. Simon is aggressively pursuing its claims against Control, while vigorously defending the counterclaim. Simon’s claims against Control are approximately $3,463,823. The amount sought by Control is $886,491. | ||
(18) Insurance | BJ’s Portfolio (Loan No. 5) | Net insurance proceeds in respect of a property loss are required to be made available to Borrower for restoration or repair of the related Mortgaged Property if such net insurance proceeds are less than 10% of the allocated loan amount for such Mortgaged Property and the costs of completing the restoration or repair are less than 10% of the allocated loan amount for such Mortgaged Property. | ||
(18) Insurance | Plaza on Richmond (Loan No. 7) | With respect to rental loss insurance, Borrower is required to obtain coverage for a period of 18 months plus 6 months of “extended period of indemnity”, both only to the extent the same is commercially available. | ||
(19) Access; Utilities; Separate Tax Parcels | SpringHill Suites Alexandria (Loan No. 24) Holiday Inn Express Alexandria (Loan No. 33) | The Mortgaged Properties securing the Mortgage Loans identified as SpringHill Suites Alexandria and Holiday Inn Express Alexandria are each part of a single tax lot, a portion of which is leased from Old Town Holdings, LLC, an affiliate of the borrowers, to each of the respective borrowers. Such tax lot is in the process of being divided. | ||
(20) No Encroachments | Portairs Shopping Center (Loan No. 49) | The Mortgaged Property shares a party wall with an adjacent property; no title endorsement is available in Texas for party wall coverage. | ||
(26) Local Law Compliance | Brennan Industrial Portfolio (Loan No. 2) | With respect to the Mortgaged Property located in Savannah, Georgia, there is a structure that was built subsequent to the initial construction of the main building that encroaches into the side setback by 12.1 feet. Such structure does not constitute a legal non-conforming use under the applicable zoning laws but is |
C-2-13 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
not considered material to the use of the Mortgaged Property. | ||||
(26) Local Law Compliance | Portairs Shopping Center (Loan No. 49) | Per the PZR Report, the Mortgaged Property is legally non-conforming as to building setbacks and the use of a parking lot. According to PZR, whenever the structure in which a nonconforming use is housed, operated or maintained is damaged by natural accidental causes to the extent of more than 50% of the value of the structure on the date of the damage, the right to operate such nonconforming use shall cease. In the event that a structure in which a nonconforming use is housed, operated or maintained is partially destroyed, such that the damage does not exceed 50% of the value of the structure on the date of the damage, the nonconforming use shall be allowed to continue, and the structure may be rebuilt upon issuance of a building permit. Zoning endorsement to the title policy is not available in Texas. | ||
(28) Recourse Obligations | Town Center at Cobb (Loan No. 4) | Recourse carve-out for fraud or intentional misrepresentation is limited to fraud or intentional misrepresentation by Borrower, principal or guarantor in connection with the closing of the Mortgage Loan or regarding matters stated in the financial statements or other information required to be delivered by Borrower, principal or guarantor in connection with the Mortgage Loan or otherwise delivered to lender by borrower and upon which lender reasonably relied. There is no specific recourse carve-out for criminal acts or for material physical waste, there is a carve out for the gross negligence or willful misconduct of Borrower or guarantor regarding the operation of the Mortgaged Property and a recourse carve-out for the removal or disposal of all or a portion of the Mortgaged Property after an event of default. There is a recourse carve-out for any breach of the special purpose entity covenants under the Mortgage Loan. Simon Property Group, L.P. is the guarantor. | ||
(29) Mortgage Releases | BJ’s Portfolio (Loan No. 5) | A partial release is not conditioned on making an additional payment if the fair market value of the remaining Mortgaged Property is at least equal to 80% of the outstanding principal balance of the Mortgage Loan, however, after giving effect to such partial release, (1) the DSCR may not be less than the greater of (i) DSCR for all Mortgaged Properties as of the closing date of the Mortgage Loan and (ii) DSCR immediately prior to such partial release and (2) the LTV may not be greater than the LTV for all Mortgaged Properties as of the Closing Date. Additionally, borrower has the right to substitute up to 2 Mortgaged Properties if the tenant exercises its right to do the same under such master lease. |
C-2-14 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
(32) Due on Sale or Encumbrance | Town Center at Cobb (Loan No. 4) | Along with certain other permitted transfers, the following transfers are permitted under the terms of the related Mortgage Loan Agreement: (i) transfers or the creation or issuance of units or limited partnership interests in Simon Property Group, L.P. (“SPG LP” or “Sponsor”); and (ii) A transfer of the general partnership interest in SPG LP to a real estate investment trust having a credit rating of investment grade or higher, provided that no event of default shall have occurred and be continuing. In addition, the Mortgage Loan Agreement permits a transfer of the entire Mortgaged Property or greater than fifty percent (50%) of the aggregate interests in the Borrower in one or a series of related transactions to one or more Qualified Transferees other than during the period that is sixty (60) days prior to and sixty (60) days after a securitization, provided that the Borrower provides at least thirty (30) days’ prior notice to the lender of such transfer and the Qualified Transferee delivers certain documents to lender and pays certain fees in connection with the transfer. “Qualified Transferee” means (a) any person or its affiliate (provided that such person owns, directly or indirectly, not less than fifty-one percent (51%) of such affiliate) who owns and operates at least five (5) “regional malls” totaling at least in the aggregate 10,000,000 square feet of gross leasable area; or (b) any person who has a net worth in excess of $1,000,000,000; or (c) any person, provided that lender shall have received written confirmation by the rating agencies rating the securities that the transfer to such person will not, in and of itself, cause a downgrade withdrawal or qualification of the then current ratings of the securities issued pursuant to the securitization. In no event, however, will a person be deemed to be a Qualified Transferee if such person (a) is an embargoed person, (b) is or has during the previous ten (10) years been the subject of a bankruptcy or (c) has been convicted in a criminal proceeding for a felony or any crime involving moral turpitude or is an organized crime figure or is reputed to have substantial business or other affiliations with any organized crime figure. Sponsor is entitled to pledge, hypothecate or assign Sponsor’s indirect interest in the Borrower in connection with a corporate-level financing securing all or substantially all of Sponsor’s assets provided that it will be an event of default if any person other than an institutional lender becomes the owner of fifty percent (50%) or more of the direct or indirect |
C-2-15 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
interests in the Borrower or Sponsor or controls the Borrower or the Sponsor, it being the agreement of the parties that it is not intended to prevent the Sponsor from incurring unsecured indebtedness and/or the granting of a negative pledge (that is not secured by a lien) in connection with such indebtedness. | ||||
(36) Ground Leases | DoubleTree New Orleans (Loan No. 8) | The Mortgage is secured in-part by Mortgagor’s leasehold interest in two ground leases, which leasehold estates are ancillary to the main collateral for the Mortgage Loan. With respect to such ground leases: (B) The ground leases are silent as to whether an amendment or modification to such ground leases is binding on lender without the prior written consent of lender. (C) The ground leases expire January 1, 2030 (one eight-year renewal option) and December 31, 2032 (with no renewal options), respectively. (E) The ground leases are freely assignable without the consent of the lessors, so long as the lessees remain liable to the respective lessors under all terms of the respective ground lease. (G) The ground leases require the lessor to give to the lender written notice of any default thereunder; however, the ground leases are silent as to whether no notice given is effective against lender unless a copy has been delivered to lender. (H) Lender shall have the right cure any default under either ground lease for 60 days after receipt of the default notice. (J) The ground leases are silent as to entitlement to/application of insurance proceeds and condemnation awards. (K) The ground leases are silent as to entitlement to/application of insurance proceeds and condemnation awards. (L) The ground leases are silent as to requirements to enter into a new lease. |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
(2) Whole Loan; Ownership of Mortgage Loans | All Liberty Island Mortgage Loans (Loan Nos. 10,13 and 21) | Prudential Asset Resources, Inc. is the primary servicer of the Liberty Island Mortgage Loans. The loans will be transferred to the WFRBS Commercial Mortgage Trust 2012-C8 subject to the terms of a primary servicing agreement. | ||
(5) Hospitality Provisions | Hyatt House (Loan No. 21) | Hyatt House is a hospitality property that |
C-2-16 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
is operated pursuant to a management agreement, not a franchise agreement. The mortgaged property is managed by Select Hotels Group, LLC, an affiliate of Hyatt Hotels Corporation. Under the related management agreement, (i) the borrower has the right to operate the mortgaged property under the Hyatt name so long as Hyatt Hotels Corporation manages the mortgaged property and (ii) in the event Hyatt Hotels Corporation does not manage the mortgaged property, upon the completion of a franchise application and Hyatt Hotel Corporation’s confirmation that the owner or hotel manager has the requisite experience and net worth to own and manage a hotel, Hyatt Hotels Corporation has agreed to enter into a franchise agreement for the operation of the hotel under the Hyatt name. | ||||
(31) Acts of Terrorism Exclusion | Hyatt House (Loan No. 21) | The terrorism insurance policy has a $250,000 deductible. | ||
(36) Ground Leases | Hyatt House (Loan No. 21) | The borrower has a leasehold interest in a canal consisting of two parcels of 0.351 acres and 0.717 acres respectively, owned by the Salt Lake City Corporation. The borrower constructed a pedestrian walkway over such canal, as required by the city in connection with the development of the mortgaged property. The leased parcels do not provide the only access to the mortgaged property. Each ground lease expires July 31, 2029 and each has two, 5-year renewal options. The ground leases do not contain the standard ground lease provisions and lender protections as set forth in this representation. |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
(7) Lien; Valid Assignment | All C3CM Mortgage Loans (Loan Nos. 19, 31, 32, 37, 38, 55, 67, 69, 75, 76, 78 and 79) | The endorsement of each related mortgage note and the assignment of each related mortgage and assignment of leases and rents may be from C-III Mortgage Funding LLC, the wholly owned subsidiary of C-III Commercial Mortgage LLC through which C-III Commercial Mortgage LLC finances mortgage loans originated and/or acquired by it. | ||
(8) Permitted Liens; Title Insurance | Willowbrook I (Loan No. 32) | One (1) of the tenants, Wendy’s, is on a ground lease on an outparcel pad site at the related Mortgaged Property and has a right of first refusal with respect to its pad site in the event of a sale thereof. The tenant has agreed that such right of first refusal does not apply in connection with a foreclosure sale. | ||
(15) Actions Concerning Mortgage Loan | Liberty Square (Loan No. 55) | The nonrecourse guarantor under the subject Mortgage Loan (the “Liberty Square Guarantor”) is currently contesting a summary judgment motion granted to a lender on an unrelated |
C-2-17 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
mortgage loan whereby the court in question determined that the Liberty Square Guarantor is liable under its nonrecourse guaranty of such unrelated mortgage loan in connection with violations of the special purpose entity provisions in the related loan documents. If the Liberty Square Guarantor is unsuccessful, liability could be in excess of $4 million. | ||||
(15) Actions Concerning Mortgage Loan | Bloomfield Medical Village (Loan No. 67) | The related Mortgaged Property is subject to a pending litigation with the Charter Township of Bloomfield, related to whether the occupancy of Renaissance Spa, L.L.C. complies with the zoning ordinance for the related Mortgaged Property. | ||
(15) Actions Concerning Mortgage Loan | Sabo Self Storage (Loan No. 78) | The nonrecourse guarantor under the subject Mortgage Loan (the “Sabo Self Storage Guarantor”) is currently involved in a litigation arising out of its proposed purchase of the assets of Evergreen Realty in January 2010. The dispute in question is based upon the calculation of the purchase price, and the sellers are claiming that the Sabo Self Storage Guarantor has defaulted on a $9.5 million purchase note by not making the required debt service payments. | ||
(20) No Encroachments | Athens Town Center (Loan No. 37) | Approximately 1,400 square feet of the property is located within the F-1 Floodway District which does not permit improvements. In the event of destruction of more than 80% of the assessed value of the property, these improvements would have to be built outside of the Floodway District. | ||
(26) Local Law Compliance | Athens Town Center (Loan No. 37) | Approximately 1,400 square feet of the property is located within the F-1 Floodway District which does not permit improvements. In the event of destruction of more than 80% of the assessed value of the property, these improvements would have to be built outside of the Floodway District. | ||
(26) Local Law Compliance | Bloomfield Medical Village (Loan No. 67) | The related Mortgaged Property is subject to a pending litigation with the Charter Township of Bloomfield, related to whether the occupancy of Renaissance Spa, L.L.C. complies with the zoning ordinance for the related Mortgaged Property. | ||
(27) Licenses and Permits | Bloomfield Medical Village (Loan No. 67) | The related Mortgaged Property is subject to a pending litigation with the Charter Township of Bloomfield, related to whether the occupancy of Renaissance Spa, L.L.C. complies with the zoning ordinance for the related Mortgaged Property. | ||
(28) Recourse Obligations | Liberty Square (Loan No. 55) | Transfers of either the related Mortgaged Property or controlling interests in the related Mortgagor made in violation of the related loan documents create recourse for losses, but are not a full recourse carveout. | ||
(29) Mortgage Releases | All C3CM Mortgage Loans (Loan Nos. 19, 31, 32, 37, 38, 55, 67, 69, 75, 76, 78 | The related loan documents provide that if the loan is held by a REMIC and the |
C-2-18 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
and 79) | loan-to-value ratio after a condemnation exceeds 125%, the related Mortgagor is not obligated to, and the net condemnation proceeds need not be applied to, prepay the subject Mortgage Loan by a “qualified amount” under IRS Rev. Proc. 2010-30, so long as the lender receives an opinion of counsel to the effect that if the foregoing prepayment requirement is not followed, the applicable REMIC will not fail to maintain its status as such as a result of the release of the property subject to the condemnation. | |||
(31) Acts of Terrorism Exclusion | All C3CM Mortgage Loans (Loan Nos. 19, 31, 32, 37, 38, 55, 67, 69, 75, 76, 78 and 79) | The related loan documents generally provide for a terrorism insurance coverage cap equal to the amount available at a cost not in excess of two (2) times the all risk premium (without terrorism insurance coverage). | ||
(32) Due on Sale or Encumbrance | All C3CM Mortgage Loans (Loan Nos. 19, 31, 32, 37, 38, 55, 67, 69, 75, 76, 78 and 79) | Any transfer, sale or pledge (a “Transfer”) of direct or indirect equity interests in the related Mortgagor is permitted so long as (a) such equity interests are limited partnership interests, non-managing member interests in a limited liability company or other passive equity interests or (b) the Transfer does not result in a change of control of the related Mortgagor. | ||
(42) Organization of Mortgagor | Forrest Hollow Estates MHP (Loan No. 79) | In 1974, a related Controlling Owner/guarantor was convicted of aggravated robbery with a deadly weapon and sentenced to five (5) years in prison. He was paroled in 1976 and received a clemency discharge in 1978. In 1992, he was fined $100,000 in connection with an SEC violation and barred from any association with a member NASD firm. | ||
(43) Environmental Conditions | Liberty Square (Loan No. 55) | The environmental insurance policy extends 10 years, which is not three years beyond the loan term. The policy period ends in July 2022. | ||
(44) Lease Estoppels | All C3CM Mortgage Loans (Loan Nos. 19, 31, 32, 37, 38, 55, 67, 69, 75, 76, 78 and 79) | C-III Commercial Mortgage LLC generally obtains estoppels from tenants that represent either (i) 80% of the square footage of the related Mortgaged Property or (ii) 80% of the income generated by the related Mortgaged Property. |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
(18) Insurance | Winco Plaza (Loan No. 41) | The largest tenant, Winco Food Inc., is allowed to self-insure its premises but, except for terrorism coverage that is being provided by the Borrower, is currently providing insurance coverage in accordance with the terms of the Mortgage Loan documents. | ||
(18) Insurance | Pine Ridge Square (Loan No. 66) | Terrorism insurance is required where coverage for acts of terror or similar acts of sabotage provided such acts are typically covered by policies customarily |
C-2-19 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
required by prudent institutional capital markets lenders. | ||||
(26) Local Law Compliance | Pine Ridge Square (Loan No. 66) | The Mortgaged Property is legally non-conforming due a deficiency in parking. Law and ordinance coverage was obtained as part of the related property insurance policy. In the event of a casualty where the damage to the Mortgaged Property exceeds 75% of the replacement cost, the Borrower may have to obtain a variance to meet the parking requirements. | ||
(28) Recourse Obligations | All Basis Mortgage Loans (Loan Nos. 41, 52, 66, 73 and 74) | The provisions contained in the related Mortgage Loan documents providing for recourse in connection with waste at the related Mortgaged Properties provide recourse for intentional waste only | ||
(28) Recourse Obligations | All Basis Mortgage Loans (Loan Nos. 41, 52, 66, 73 and 74) | The provisions contained in the related Mortgage Loan documents providing for recourse in connection with for material misrepresentation rather than intentional misrepresentation. | ||
(29) Mortgage Releases | Rite Aid Buffalo (Loan No. 73) Rite Aid Weirton (Loan No. 74) | Such Mortgage Loans are cross-collateralized and cross-defaulted with each other. However, the lender must terminate the cross-collateralization and cross-default features of such Mortgage Loans in connection with defeasance or prepayment in full of one of such Mortgage Loans or in connection with an assumption of one or both of such Mortgage Loans upon written request of the related Borrower and upon satisfaction of certain conditions, including but not limited to: (a) (1) in connection with defeasance or prepayment, no event of default exists under the related Mortgage Loan documents at the time Borrower requests a termination of the cross-collateralization and cross-default features of such Mortgage Loans or on the date of such termination or (2) in connection with an assumption of one or both of such Mortgage Loans, in accordance with the terms and conditions for loan assumptions set forth in the related Mortgage Loan documents; (b) as of the date of the termination of the cross-collateralization and cross-default features of such Mortgage Loans, and, after giving effect to such termination (i) the loan-to-value ratio for the remaining Mortgaged Property is no more than the greater of 65% and the loan-to-value ratio as of April 20, 2012, (ii) the debt service coverage ratio for the remaining Mortgaged Property for the immediately preceding six calendar month period is at least equal to the debt service coverage ratio April 20, 2012, (iii) the minimum debt yield for the remaining Mortgaged Property must not be less than 13%, (iv) if the remaining Mortgaged Property is the Buffalo Mortgaged Property, then the Rite Aid sales at such Mortgaged Property must not be less than 85% of the sales April 20, 2012 and, if the remaining Mortgaged Property is the Weirton |
C-2-20 |
Representation Number on Annex C-1 | Mortgage Loan Name and Number as Identified on Annex A-1 | Description of Exception | ||
Mortgaged Property, then the sales at such Mortgaged Property must not be less than 80% of the sales April 20, 2012, (v) the physical occupancy at the remaining Mortgaged Property must not be less than 100%; and (c) if required in connection with a securitization, delivery to lender of written confirmation from the rating agencies that the termination of the cross-collateralization and cross-default features of such Mortgage Loans will not result in the downgrade, withdrawal or qualification of the then current ratings assigned to any securities or the proposed rating of any securities. |
C-2-21 |
D-1 |
D-2 |
● | borrowing through Clearstream or Euroclear for one day, until the purchase side of the day trade is reflected in their Clearstream or Euroclear accounts, in accordance with the clearing system’s customary procedures; |
● | borrowing the book-entry certificates in the United States from a DTC participant no later than one day prior to settlement, which would allow sufficient time for the book-entry certificates to be reflected in their Clearstream or Euroclear accounts in order to settle the sale side of the trade; or |
● | staggering the value dates for the buy and sell sides of the trade so that the value date for the purchase from the DTC participant is at least one day prior to the value date for the sale to the member organization of Clearstream or Euroclear. |
1. | from a non-U.S. holder that is classified as a corporation for U.S. federal income tax purposes or is an individual, and is eligible for the benefits of the portfolio interest exemption or an exemption (or reduced rate) based on a treaty, a duly completed and executed IRS Form W-8BEN (or any successor form); |
2. | from a non-U.S. holder that is eligible for an exemption on the basis that the holder’s income from the certificate is effectively connected to its U.S. trade or business, a duly completed and executed IRS Form W-8ECI (or any successor form); or |
3. | from a non-U.S. holder that is classified as a partnership for U.S. federal income tax purposes, a duly completed and executed IRS Form W-8IMY (or any successor form) with all supporting documentation (as specified in the U.S. Treasury Regulations) required to substantiate exemptions from withholding on behalf of its partners; certain partnerships may enter into agreements with the IRS providing for different documentation requirements and it is recommended that such partnerships consult their tax advisors with respect to these certification rules; |
4. | from a non-U.S. holder that is an intermediary (i.e., a person acting as a custodian, a broker, nominee or otherwise as an agent for the beneficial owner of a certificate): |
(a) | if the intermediary is a “qualified intermediary” within the meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury Regulations (a “qualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)— |
(i) | stating the name, permanent residence address and qualified intermediary employer identification number of the qualified |
D-3 |
intermediary and the country under the laws of which the qualified intermediary is created, incorporated or governed, |
(ii) | certifying that the qualified intermediary has provided, or will provide, a withholding statement as required under section 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations, |
(iii) | certifying that, with respect to accounts it identifies on its withholding statement, the qualified intermediary is not acting for its own account but is acting as a qualified intermediary, and |
(iv) | providing any other information, certifications, or statements that may be required by the IRS Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information and certifications described in section 1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations; or |
(b) | if the intermediary is not a qualified intermediary (a “nonqualified intermediary”), a duly completed and executed IRS Form W-8IMY (or any successor or substitute form)— |
(i) | stating the name and permanent residence address of the nonqualified intermediary and the country under the laws of which the nonqualified intermediary is created, incorporated or governed, |
(ii) | certifying that the nonqualified intermediary is not acting for its own account, |
(iii) | certifying that the nonqualified intermediary has provided, or will provide, a withholding statement that is associated with the appropriate IRS Forms W-8 and W-9 required to substantiate exemptions from withholding on behalf of such nonqualified intermediary’s beneficial owners, and |
(iv) | providing any other information, certifications or statements that may be required by the IRS Form W-8IMY or accompanying instructions in addition to, or in lieu of, the information, certifications, and statements described in section 1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury Regulations; or |
5. | from a non-U.S. holder that is a trust, depending on whether the trust is classified for U.S. federal income tax purposes as the beneficial owner of the certificate, either an IRS Form W-8BEN or W-8IMY; any non-U.S. holder that is a trust should consult its tax advisors to determine which of these forms it should provide. |
● | provides the appropriate IRS Form W-8 (or any successor or substitute form), duly completed and executed, if the holder is a non-U.S. holder; |
D-4 |
● | provides a duly completed and executed IRS Form W-9, if the holder is a U.S. person; or |
● | can be treated as an “exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a corporation or a financial institution such as a bank). |
D-5 |
I. | Population of Mortgage Loans that Were Considered in Compiling this Report. [__] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR]. |
a. | [__] of such Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer and/or Subordinate Class Representative as part of the development of an Asset Status Report. This report does not include work activity related to those open cases. |
b. | [__] of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports. This report is based only on the Specially Serviced Mortgage Loans in respect of which a Final Asset Status Report has been issued. The Final Asset Status Reports may not yet be fully implemented. |
1. | The Trust Advisor reviewed the Final Asset Status Report that was previously executed by the Special Servicer for the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE SPECIALLY SERVICED MORTGAGE LOANS]. |
2. | Trust Advisor’s analysis of the Final Asset Status Reports should be considered a limited investigation and background discussion and not be considered a full or limited audit. For instance, we did not review the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit the property or interact with the borrower. |
1 | This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information. |
E-1-1 |
3. | All opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool with respect to which Final Asset Reports have been delivered. Confidentiality and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the activities of this assignment. |
4. | As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment. |
1. | The Trust Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS]. |
2. | The following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report: [LIST CONCERNS]. |
3. | In addition to the other information presented herein, the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS]. |
4. | As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment. |
IV. | Qualifications Related to the Work Product Undertaken and Opinions Related to this Report |
1. | The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan. The Trust Advisor did not meet with the Special Servicer or the Subordinate Class Representative. As such, the Trust Advisor generally relied upon its review of the information described in Item 1 of Section III above and its interaction with the Special Servicer in gathering the relevant information to generate this report. |
2. | The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter such standards set forth therein. |
3. | Confidentiality and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the Special Servicer. |
4. | There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does not participate in discussions regarding such actions. As such, Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions. |
5. | This report is furnished to the certificate administrator pursuant to the provisions of the Pooling and Servicing Agreement. The delivery of this report |
E-1-2 |
shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries. |
E-1-3 |
[(Collective Consultation Period and Senior Consultation Period)]
I. | Population of Mortgage Loans that Were Considered in Compiling this Report |
1. | [__] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR]. |
a. | [__] of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report. |
b. | [__] of such Specially Serviced Mortgage Loans had executed Final Asset Status Reports. The Final Asset Status Reports may not yet be fully implemented. |
II. | Executive Summary |
1. | Reviewed the Asset Status Reports, net present value calculations and Appraisal Reduction Amount calculations and [LIST OTHER REVIEWED INFORMATION] for the following [__] Specially Serviced Mortgage Loans: [LIST APPLICABLE MORTGAGE LOANS] |
2. | [If report is rendered during a Senior Consultation Period, add:] Met with the Special Servicer on [DATE] for the annual meeting. Participants from the Special Servicer included: [IDENTIFY PARTICIPANTS’ NAME AND TITLE]. The Specially Serviced Mortgage Loans (including Asset Status Reports, other relevant accompanying information and any related net present value calculations and Appraisal Reduction Amount calculations) was referenced in the meeting. The discussion focused on the Special Servicer’s execution of its |
2 | This report is an indicative report and does not reflect the final form of annual report to be used in any particular year. The Trust Advisor will have the ability to modify or alter the organization and content of any particular report, subject to the compliance with the terms of the Pooling and Servicing Agreement, including, without limitation, provisions relating to Privileged Information. |
E-2-1 |
resolution and liquidation procedures in general terms as well as in specific reference to the Specially Serviced Mortgage Loans. |
a. | Trust Advisor’s analysis of the Asset Status Reports (including related net present value calculations and Appraisal Reduction Amount calculations) related to the Specially Serviced Mortgage Loans [[if report is rendered during a Senior Consultation Period:] and meeting with the Special Servicer] should be considered a limited investigation and background discussion and not be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit the property or interact with the borrower. |
b. | Other than general procedural benchmarking, all opinions outlined herein are limited to the Specially Serviced Mortgage Loans of this mortgage loan pool. Confidentiality and other provisions prohibit the Trust Advisor from using information it is privy to from other assignments in facilitating the activities of this assignment. |
3. | As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment. |
III. | Specific Items of Review |
1. | The Trust Advisor reviewed the following items in connection with [[if report is rendered during Senior Consultation Period:]the annual meeting] and the generation of this report: [LIST MATERIAL ITEMS]. |
2. | During the prior year, the Trust Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans: [LIST]. The Trust Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed with/did not agree with] the recommendations made by the Trust Advisor. Such recommendations generally included the following: [LIST]. |
3. | Appraisal Reduction Amount calculations and net present value calculations: |
a. | The Trust Advisor [did/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the applicable formulas required to be utilized in connection with any Appraisal Reduction Amount or net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the special servicer. |
b. | The Trust Advisor [does/does not] agree with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such calculation. |
c. | After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those |
E-2-2 |
mathematical calculations, such inaccuracy [has been/ has not been] resolved. |
4. | The following is a general discussion of certain concerns raised by the Trust Advisor discussed in this report: [LIST CONCERNS]. |
5. | In addition to the other information presented herein, the Trust Advisor notes the following additional items: [LIST ADDITIONAL ITEMS]. |
6. | As required under the Pooling and Servicing Agreement, the Trust Advisor has undertaken a reasonable review of such additional limited non-privileged information and documentation provided by the Special Servicer prior to the Trust Advisor finalizing its annual assessment. |
IV. | Qualifications Related to the Work Product Undertaken and Opinions Related to this Report |
1. | The Trust Advisor did not participate in, or have access to, the Special Servicer’s and Subordinate Class Representative’s discussion(s) regarding any Specially Serviced Mortgage Loan. The Trust Advisor does not have authority to speak with the Subordinate Class Representative directly. [[If report rendered during Senior Consultation Period:] While the Subordinate Class Representative may have attended the annual meeting,] the Trust Advisor generally did not address issues and questions to the Subordinate Class Representative. As such, the Trust Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to generate this report. |
2. | The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Trust Advisor has no responsibility or authority to alter such standards set forth therein. |
3. | Confidentiality and other contractual limitations limit the Trust Advisor’s ability to outline the details or substance of [[if report rendered during Senior Consultation Period:] the meeting held between it and the Special Servicer regarding any Specially Serviced Mortgage Loans and] certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Trust Advisor is given access to by the Special Servicer. |
4. | There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Trust Advisor does not participate in any of those discussions. As such, Trust Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions. |
5. | This report is furnished to the certificate administrator pursuant to the provisions of the Pooling and Servicing Agreement. The delivery of this report shall not be construed to impose any duty on the Trust Advisor to respond to investor questions or inquiries. |
E-2-3 |
F-1 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
DISTRIBUTION DATE STATEMENT | ||||||||||||
Table of Contents | ||||||||||||
STATEMENT SECTIONS | PAGE(s) | |||||||||||
Certificate Distribution Detail | 2 | |||||||||||
Certificate Factor Detail | 3 | |||||||||||
Reconciliation Detail | 4 | |||||||||||
Other Required Information | 5 | |||||||||||
Cash Reconciliation Detail | 6 | |||||||||||
Current Mortgage Loan and Property Stratification Tables | 7 - 9 | |||||||||||
Mortgage Loan Detail | 10 | |||||||||||
NOI Detail | 11 | |||||||||||
Principal Prepayment Detail | 12 | |||||||||||
Historical Detail | 13 | |||||||||||
Delinquency Loan Detail | 14 | |||||||||||
Specially Serviced Loan Detail | 15 - 16 | |||||||||||
Advance Summary | 17 | |||||||||||
Modified Loan Detail | 18 | |||||||||||
Historical Liquidated Loan Detail | 19 | |||||||||||
Historical Bond / Collateral Realized Loss Reconciliation | 20 | |||||||||||
Interest Shortfall Reconciliation Detail | 21 - 22 | |||||||||||
Defeased Loan Detail | 23 | |||||||||||
Supplemental Reporting | 24 | |||||||||||
Depositor | Master Servicer | Special Servicer | Trust Advisor | |||||||||
Wells Fargo Commercial Mortgage Securities, Inc. 375 Park Avenue 2nd Floor, J0127-23 New York, NY 10152 Contact: Anthony.Sfarra@wellsfargo.com Phone Number: (212) 214-5613 | Wells Fargo Bank, National Association 550 S. Tryon Street, 14th Floor Charlotte, NC 28202 Contact: REAM_InvestorRelations@wellsfargo.com Phone Number: (866) 898-1615 | Rialto Capital Advisors, LLC 730NW 107th Avenue, Suite 400 Miami, FL 33172 Contact: Thekla Salzman Phone Number: (305) 229-6465 | Pentalpha Surveillance LLC 375 North French Rd, Suite 100 Amherst, NY 14228 Contact: Don Simon Phone Number: (203) 660-6100 | |||||||||
This report has been compiled from information provided to Wells Fargo Bank, N.A. by various third parties, which may include the Master Servicer, Special Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of information received from these third parties and assumes no duty to do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the accuracy or completeness of information furnished by third parties. Please visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526. |
F-2 | Page 1 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Certificate Distribution Detail | |||||||||||||||||||||||||||||||||||
Class | CUSIP | Pass-Through Rate | Original Balance | Beginning Balance | Principal Distribution | Interest Distribution | Prepayment Premium | Realized Loss/ Additional Trust Fund Expenses | Total Distribution | Ending Balance | Current Subordination Level (1) | ||||||||||||||||||||||||
A-1 | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
A-2 | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
A-3 | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
A-FL | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
A-FX | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
A-SB | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
A-S | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
B | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
C | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
D | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
E | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
F | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
G | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
H | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
V | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
R | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||||
Totals | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||
Class | CUSIP | Pass-Through Rate | Original Notional Amount | Beginning Notional Amount | Interest Distribution | Prepayment Premium | Total Distribution | Ending Notional Amount | |||||||||||||||||||||||||||
X-A | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||
X-B | 0.000000% | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||||||||
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A). | |||||||||||||||||||||||||||||||||||
F-3 | Page 2 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Certificate Factor Detail | |||||||||||||||||||||||
Class | CUSIP | Beginning Balance | Principal Distribution | Interest Distribution | Prepayment Premium | Realized Loss/ Additional Trust Fund Expenses | Ending Balance | ||||||||||||||||
A-1 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
A-2 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
A-3 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
A-FL | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
A-FX | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
A-SB | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
A-S | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
B | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
C | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
D | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
E | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
F | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
G | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
H | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
V | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
R | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||
Class | CUSIP | Beginning Notional Amount | Interest Distribution | Prepayment Premium | Ending Notional Amount | ||||||||||||||||||
X-A | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||||
X-B | 0.00000000 | 0.00000000 | 0.00000000 | 0.00000000 | |||||||||||||||||||
F-4 | Page 3 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Reconciliation Detail | |||||||||||||||||||||||||||||
Principal Reconciliation | |||||||||||||||||||||||||||||
Stated Beginning Principal Balance | Unpaid Beginning Principal Balance | Scheduled Principal | Unscheduled Principal | Principal Adjustments | Realized Loss | Stated Ending Principal Balance | Unpaid Ending Principal Balance | Current Principal Distribution Amount | |||||||||||||||||||||
Total | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 |
Certificate Interest Reconciliation | ||||||||||||||||||||||||||||||||
Class | Accrual Dates | Accrual Days | Accrued Certificate Interest | Net Aggregate Prepayment Interest Shortfall | Distributable Certificate Interest | Distributable Certificate Interest Adjustment | WAC CAP Shortfall | Additional Trust Fund Expenses | Interest Distribution | Remaining Unpaid Distributable Certificate Interest | ||||||||||||||||||||||
A-1 | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
A-2 | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
A-3 | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
A-FL | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
A-FX | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
A-SB | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
A-S | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
X-A | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
X-B | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
B | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
C | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
D | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
E | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
F | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
G | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
H | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
V | 0 | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||||||
Totals | 0 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||||||||
F-5 | Page 4 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Other Required Information | |||||||||||||||||||
Available Distribution Amount (1) | 0.00 | ||||||||||||||||||
Master Servicing Fee Summary | |||||||||||||||||||
Current Period Accrued Master Servicing Fees | 0.00 | ||||||||||||||||||
Less Delinquent Master Servicing Fees | 0.00 | ||||||||||||||||||
Less Reductions to Master Servicing Fees | 0.00 | Appraisal Reduction Amount | |||||||||||||||||
Plus Master Servicing Fees for Delinquent Payments Received Plus Adjustments for Prior Master Servicing Calculation Total Master Servicing Fees Collected | 0.00 0.00 0.00 | Loan Number | Appraisal | Cumulative | Most Recent | ||||||||||||||
Reduction | ASER | App. Red. | |||||||||||||||||
Effected | Amount | Date | |||||||||||||||||
Current 1 Month LIBOR Rate | 0.00% | ||||||||||||||||||
Next 1 Month LIBOR Rate | 0.00% | ||||||||||||||||||
Next 1 Month LIBOR Rate | |||||||||||||||||||
Total | |||||||||||||||||||
(1) The Available Distribution Amount includes any Prepayment Premiums. | |||||||||||||||||||
F-6 | Page 5 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Cash Reconciliation Detail | |||||||||||
Total Funds Collected | Total Funds Distributed | ||||||||||
Interest: | Fees: | ||||||||||
Interest paid or advanced | 0.00 | Master Servicing Fee | 0.00 | ||||||||
Interest reductions due to Non-Recoverability Determinations | 0.00 | Trustee Fee | 0.00 | ||||||||
Interest Adjustments | 0.00 | Certificate Administration Fee | 0.00 | ||||||||
Deferred Interest | 0.00 | Insurer Fee | 0.00 | ||||||||
Net Prepayment Interest Shortfall | 0.00 | Miscellaneous Fee | 0.00 | ||||||||
Net Prepayment Interest Excess | 0.00 | Total Fees | 0.00 | ||||||||
Extension Interest | 0.00 | Additional Trust Fund Expenses: | |||||||||
Interest Reserve Withdrawal | 0.00 | ||||||||||
Total Interest Collected | 0.00 | Reimbursement for Interest on Advances | 0.00 | ||||||||
ASER Amount | 0.00 | ||||||||||
Principal: | Special Servicing Fee | 0.00 | |||||||||
Scheduled Principal | 0.00 | Rating Agency Expenses | 0.00 | ||||||||
Unscheduled Principal | 0.00 | Attorney Fees & Expenses | 0.00 | ||||||||
Principal Prepayments | 0.00 | Bankruptcy Expense | 0.00 | ||||||||
Collection of Principal after Maturity Date | 0.00 | Taxes Imposed on Trust Fund | 0.00 | ||||||||
Recoveries from Liquidation and Insurance Proceeds | 0.00 | Non-Recoverable Advances | 0.00 | ||||||||
Excess of Prior Principal Amounts paid | 0.00 | Other Expenses | 0.00 | ||||||||
Curtailments | 0.00 | ||||||||||
Negative Amortization | 0.00 | Total Additional Trust Fund Expenses | 0.00 | ||||||||
Principal Adjustments | 0.00 | ||||||||||
Total Principal Collected | 0.00 | Interest Reserve Deposit | 0.00 | ||||||||
Other: | Payments to Certificateholders & Others: | ||||||||||
Prepayment Penalties/Yield Maintenance | 0.00 | Interest Distribution | 0.00 | ||||||||
Repayment Fees | 0.00 | Principal Distribution | 0.00 | ||||||||
Borrower Option Extension Fees | 0.00 | Prepayment Penalties/Yield Maintenance | 0.00 | ||||||||
Equity Payments Received | 0.00 | Borrower Option Extension Fees | 0.00 | ||||||||
Net Swap Counterparty Payments Received | 0.00 | Equity Payments Paid | 0.00 | ||||||||
Net Swap Counterparty Payments Paid | 0.00 | ||||||||||
Total Other Collected | 0.00 | Total Payments to Certificateholders & Others | 0.00 | ||||||||
Total Funds Collected | 0.00 | Total Funds Distributed | 0.00 | ||||||||
F-7 | Page 6 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Current Mortgage Loan and Property Stratification Tables Aggregate Pool | ||||||||||||||||
Scheduled Balance | State (3) | |||||||||||||||
Scheduled Balance | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | State | # of Props. | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | |||
Totals | Totals | |||||||||||||||
F-8 | Page 7 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Current Mortgage Loan and Property Stratification Tables Aggregate Pool | ||||||||||||||||
Debt Service Coverage Ratio | Property Type (3) | |||||||||||||||
Debt Service Coverage Ratio | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | Property Type | # of Props. | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | |||
Totals | Totals | |||||||||||||||
Note Rate | Seasoning | |||||||||||||||
Note Rate | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | Seasoning | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | |||
Totals | Totals | |||||||||||||||
See footnotes on last page of this section. | ||||||||||||||||
F-9 | Page 8 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Current Mortgage Loan and Property Stratification Tables Aggregate Pool | ||||||||||||||||
Anticipated Remaining Term (ARD and Balloon Loans) | Remaining Stated Term (Fully Amortizing Loans) | |||||||||||||||
Anticipated Remaining Term (2) | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | Remaining Stated Term | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | |||
Totals | Totals | |||||||||||||||
Remaining Amortization Term (ARD and Balloon Loans) | Age of Most Recent NOI | |||||||||||||||
Remaining Amortization Term | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | Age of Most Recent NOI | # of loans | Scheduled Balance | % of Agg. Bal. | WAM (2) | WAC | Weighted Avg DSCR (1) | |||
Totals | Totals | |||||||||||||||
(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this calculation. | ||||||||||||||||
(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date. | ||||||||||||||||
(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document. | ||||||||||||||||
F-10 | Page 9 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Mortgage Loan Detail | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loan Number | ODCR | Property Type (1) | City | State | Interest Payment | Principal Payment | Gross Coupon | Anticipated Repayment Date | Maturity Date | Neg. Amort (Y/N) | Beginning Scheduled Balance | Ending Scheduled Balance | Paid Thru Date | Appraisal Reduction Date | Appraisal Reduction Amount | Res. Strat. (2) | Mod. Code (3) | |||||||||||||||||||||||||||||||||||||
Totals |
(1) Property Type Code | (2) Resolution Strategy Code | (3) Modification Code | ||||||||||||||||||||||||||
MF | - | Multi-Family | OF | - | Office | 1 | - | Modification | 6 | - | DPO | 10 | - | Deed in Lieu Of | 1 | - | Maturity Date Extension | 6 | - | Capitalization of Interest | ||||||||
RT | - | Retail | MU | - | Mixed Use | 2 | - | Foreclosure | 7 | - | REO | Foreclosure | 2 | - | Amortization Change | 7 | - | Capitalization of Taxes | ||||||||||
HC | - | Health Care | LO | - | Lodging | 3 | - | Bankruptcy | 8 | - | Resolved | 11 | - | Full Payoff | 3 | - | Principal Write-Off | 8 | - | Principal Write-Off | ||||||||
IN | - | Industrial | SS | - | Self Storage | 4 | - | Extension | 9 | - | Pending Return | 12 | - | Reps and Warranties | 4 | - | Blank | 9 | - | Combination | ||||||||
WH | - | Warehouse | OT | - | Other | 5 | - | Note Sale | to Master Servicer | 13 | - | Other or TBD | 5 | - | Temporary Rate Reduction | |||||||||||||
MH | - | Mobile Home Park | ||||||||||||||||||||||||||
F-11 | Page 10 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
NOI Detail | |||||||||||
Loan Number | ODCR | Property Type | City | State | Ending Scheduled Balance | Most Recent Fiscal NOI | Most Recent NOI | Most Recent NOI Start Date | Most Recent NOI End Date | ||
| |||||||||||
Total | |||||||||||
F-12 | Page 11 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Principal Prepayment Detail | ||||||||
Loan Number | Loan Group | Offering Document Cross-Reference | Principal Prepayment Amount | Prepayment Penalties | ||||
Payoff Amount | Curtailment Amount | Prepayment Premium | Yield Maintenance Premium | |||||
Totals | ||||||||
F-13 | Page 12 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Historical Detail | ||||||||||||
Delinquencies | Prepayments | Rate and Maturities | ||||||||||
Distribution Date | 30-59 Days # Balance | 60-89 Days # Balance | 90 Days or More # Balance | Foreclosure # Balance | REO # Balance | Modifications # Balance | Curtailments # Balance | Payoff # Balance | Next Weighted Avg. Coupon Remit | WAM | ||
Note: Foreclosure and REO Totals are excluded from the delinquencies. | ||||||||||||
F-14 | Page 13 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Delinquency Loan Detail | |||||||||||||||
Loan Number | Offering Document Cross-Reference | # of Months Delinq. | Paid Through Date | Current P & I Advances | Outstanding P & I Advances ** | Status of Mortgage Loan (1) | Resolution Strategy Code (2) | Servicing Transfer Date | Foreclosure Date | Actual Principal Balance | Outstanding Servicing Advances | Bankruptcy Date | REO Date | ||
Totals |
(1) Status of Mortgage Loan | (2) Resolution Strategy Code | |||||||||||||||||||||||
A | - | Payment Not Received | 0 | - | Current | 4 | - | Assumed Scheduled Payment | 1 | - | Modification | 6 | - | DPO | 10 | - | Deed In Lieu Of | |||||||
But Still in Grace Period | 1 | - | One Month Delinquent | (Performing Matured Balloon) | 2 | - | Foreclosure | 7 | - | REO | Foreclosure | |||||||||||||
Or Not Yet Due | 2 | - | Two Months Delinquent | 5 | - | Non Performing Matured Balloon | 3 | - | Bankruptcy | 8 | - | Resolved | 11 | - | Full Payoff | |||||||||
B | - | Late Payment But Less | 3 | - | Three or More Months Delinquent | 4 | - | Extension | 9 | - | Pending Return | 12 | - | Reps and Warranties | ||||||||||
Than 1 Month Delinquent | 5 | - | Note Sale | to Master Servicer | 13 | - | Other or TBD | |||||||||||||||||
** Outstanding P & I Advances include the current period advance. | ||||||||||||||||||||||||
F-15 | Page 14 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Specially Serviced Loan Detail - Part 1 | |||||||||||||||||
Distribution Date | Loan Number | Offering Document Cross-Reference | Servicing Transfer Date | Resolution Strategy Code (1) | Scheduled Balance | Property Type (2) | State | Interest Rate | Actual Balance | Net Operating Income | NOI Date | DSCR | Note Date | Maturity Date | Remaining Amortization Term | ||
(1) Resolution Strategy Code | (2) Property Type Code | |||||||||||||||||||
1 | - | Modification | 6 | - | DPO | 10 | - | Deed In Lieu Of | MF | - | Multi-Family | OF | - | Office | ||||||
2 | - | Foreclosure | 7 | - | REO | Foreclosure | RT | - | Retail | MU | - | Mixed use | ||||||||
3 | - | Bankruptcy | 8 | - | Resolved | 11 | - | Full Payoff | HC | - | Health Care | LO | - | Lodging | ||||||
4 | - | Extension | 9 | - | Pending Return | 12 | - | Reps and Warranties | IN | - | Industrial | SS | - | Self Storage | ||||||
5 | - | Note Sale | to Master Servicer | 13 | - | Other or TBD | WH MH | - - | Warehouse Mobile Home Park | OT | - | Other |
F-16 | Page 15 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Specially Serviced Loan Detail - Part 2 | |||||||||||
Distribution Date | Loan Number | Offering Document Cross-Reference | Resolution Strategy Code (1) | Site Inspection Date | Phase 1 Date | Appraisal Date | Appraisal Value | Other REO Property Revenue | Comment | ||
(1) Resolution Strategy Code | |||||||||||
1 | - | Modification | 6 | - | DPO | 10 | - | Deed In Lieu Of | |||
2 | - | Foreclosure | 7 | - | REO | Foreclosure | |||||
3 | - | Bankruptcy | 8 | - | Resolved | 11 | - | Full Payoff | |||
4 | - | Extension | 9 | - | Pending Return | 12 | - | Reps and Warranties | |||
5 | - | Note Sale | to Master Servicer | 13 | Other or TBD |
F-17 | Page 16 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Advance Summary | ||||||
Current P&I Advances | Outstanding P&I Advances | Outstanding Servicing Advances | Current Period Interest on P&I and Servicing Advances Paid | |||
Totals | 0.00 | 0.00 | 0.00 | 0.00 | ||
F-18 | Page 17 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Modified Loan Detail | |||||||||
Loan Number | Offering Document Cross-Reference | Pre-Modification Balance | Post-Modification Balance | Pre-Modification Interest Rate | Post-Modification Interest Rate | Modification Date | Modification Description | ||
Totals | |||||||||
F-19 | Page 18 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Historical Liquidated Loan Detail | ||||||||||||||
Distribution Date | ODCR | Beginning Scheduled Balance | Fees, Advances, and Expenses * | Most Recent Appraised Value or BPO | Gross Sales Proceeds or Other Proceeds | Net Proceeds Received on Liquidation | Net Proceeds Available for Distribution | Realized Loss to Trust | Date of Current Period Adj. to Trust | Current Period Adjustment to Trust | Cumulative Adjustment to Trust | Loss to Loan with Cum Adj. to Trust | ||
Current Total | ||||||||||||||
Cumulative Total | ||||||||||||||
* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.). | ||||||||||||||
F-20 | Page 19 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Historical Bond/Collateral Loss Reconciliation Detail | |||||||||||||
Distribution Date | Offering Document Cross- Reference | Beginning Balance at Liquidation | Aggregate Realized Loss on Loans | Prior Realized Loss Applied to Certificates | Amounts Covered by Credit Support | Interest (Shortages)/ Excesses | Modification /Appraisal Reduction Adj. | Additional (Recoveries) /Expenses | Realized Loss Applied to Certificates to Date | Recoveries of Realized Losses Paid as Cash | (Recoveries)/ Losses Applied to Certificate Interest | ||
Totals | |||||||||||||
F-21 | Page 20 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Interest Shortfall Reconciliation Detail - Part 1 | ||||||||||||
Offering Document Cross-Reference | Stated Principal Balance at Contribution | Current Ending Scheduled Balance | Special Servicing Fees | Non-Recoverable (Scheduled Interest) | Interest on Advances | Modified Interest Rate (Reduction) /Excess | ||||||
Monthly | Liquidation | Work Out | ASER | (PPIS) Excess | ||||||||
Totals | ||||||||||||
F-22 | Page 21 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Interest Shortfall Reconciliation Detail - Part 2 | ||||||||
Offering Document Cross-Reference | Stated Principal Balance at Contribution | Current Ending Scheduled Balance | Reimb of Advances to the Servicer | Other (Shortfalls)/ Refunds | ||||
Current Month | Left to Reimburse | Comments | ||||||
Master Servicer | ||||||||
Totals | ||||||||
Interest Shortfall Reconciliation Detail Part 2 Total | 0.00 | |||||||
Interest Shortfall Reconciliation Detail Part 1 Total | 0.00 | |||||||
Total Interest Shortfall Allocated to Trust | 0.00 | |||||||
F-23 | Page 22 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Defeased Loan Detail | |||||||
Loan Number | Offering Document Cross-Reference | Ending Scheduled Balance | Maturity Date | Note Rate | Defeasance Status | ||
Totals | |||||||
F-24 | Page 23 of 24 |
Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747 | WFRBS Commercial Mortgage Trust 2012-C8 Commercial Mortgage Pass-Through Certificates Series 2012-C8 | For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com | |||
Payment Date: | 09/17/2012 | ||||
Record Date: | 08/31/2012 | ||||
Determination Date: | 09/11/2012 |
Supplemental Reporting | ||
F-25 | Page 24 of 24 |
Distribution Date | Class A-SB Planned Principal Balance ($) | Distribution Date | Class A-SB Planned Principal Balance ($) | |
September 2012 | 96,932,000.00 | July 2017 | 96,931,858.07 | |
October 2012 | 96,932,000.00 | August 2017 | 95,410,662.44 | |
November 2012 | 96,932,000.00 | September 2017 | 93,882,880.03 | |
December 2012 | 96,932,000.00 | October 2017 | 92,223,539.43 | |
January 2013 | 96,932,000.00 | November 2017 | 90,681,959.41 | |
February 2013 | 96,932,000.00 | December 2017 | 89,009,208.14 | |
March 2013 | 96,932,000.00 | January 2018 | 87,453,712.02 | |
April 2013 | 96,932,000.00 | February 2018 | 85,891,479.76 | |
May 2013 | 96,932,000.00 | March 2018 | 83,951,002.23 | |
June 2013 | 96,932,000.00 | April 2018 | 82,373,610.51 | |
July 2013 | 96,932,000.00 | May 2018 | 80,666,051.86 | |
August 2013 | 96,932,000.00 | June 2018 | 79,074,436.56 | |
September 2013 | 96,932,000.00 | July 2018 | 77,353,053.20 | |
October 2013 | 96,932,000.00 | August 2018 | 75,747,092.15 | |
November 2013 | 96,932,000.00 | September 2018 | 74,134,175.19 | |
December 2013 | 96,932,000.00 | October 2018 | 72,392,087.53 | |
January 2014 | 96,932,000.00 | November 2018 | 70,764,641.84 | |
February 2014 | 96,932,000.00 | December 2018 | 69,008,432.89 | |
March 2014 | 96,932,000.00 | January 2019 | 67,366,333.68 | |
April 2014 | 96,932,000.00 | February 2019 | 65,717,121.15 | |
May 2014 | 96,932,000.00 | March 2019 | 63,697,738.61 | |
June 2014 | 96,932,000.00 | April 2019 | 62,032,644.11 | |
July 2014 | 96,932,000.00 | May 2019 | 60,239,842.13 | |
August 2014 | 96,932,000.00 | June 2019 | 58,559,770.74 | |
September 2014 | 96,932,000.00 | July 2019 | 56,752,411.84 | |
October 2014 | 96,932,000.00 | August 2019 | 55,057,234.89 | |
November 2014 | 96,932,000.00 | September 2019 | 53,354,713.39 | |
December 2014 | 96,932,000.00 | October 2019 | 46,223,903.48 | |
January 2015 | 96,932,000.00 | November 2019 | 44,529,060.27 | |
February 2015 | 96,932,000.00 | December 2019 | 42,708,921.65 | |
March 2015 | 96,932,000.00 | January 2020 | 40,998,875.03 | |
April 2015 | 96,932,000.00 | February 2020 | 39,281,430.05 | |
May 2015 | 96,932,000.00 | March 2020 | 37,322,092.68 | |
June 2015 | 96,932,000.00 | April 2020 | 35,588,746.50 | |
July 2015 | 96,932,000.00 | May 2020 | 33,731,184.85 | |
August 2015 | 96,932,000.00 | June 2020 | 31,982,304.95 | |
September 2015 | 96,932,000.00 | July 2020 | 30,109,645.27 | |
October 2015 | 96,932,000.00 | August 2020 | 28,345,098.37 | |
November 2015 | 96,932,000.00 | September 2020 | 26,572,916.00 | |
December 2015 | 96,932,000.00 | October 2020 | 24,677,607.41 | |
January 2016 | 96,932,000.00 | November 2020 | 22,889,558.07 | |
February 2016 | 96,932,000.00 | December 2020 | 20,978,827.54 | |
March 2016 | 96,932,000.00 | January 2021 | 19,174,775.09 | |
April 2016 | 96,932,000.00 | February 2021 | 17,362,915.25 | |
May 2016 | 96,932,000.00 | March 2021 | 15,200,697.94 | |
June 2016 | 96,932,000.00 | April 2021 | 13,371,649.50 | |
July 2016 | 96,932,000.00 | May 2021 | 11,421,069.75 | |
August 2016 | 96,932,000.00 | June 2021 | 9,575,666.39 | |
September 2016 | 96,932,000.00 | July 2021 | 7,609,190.42 | |
October 2016 | 96,932,000.00 | August 2021 | 5,747,291.77 | |
November 2016 | 96,932,000.00 | September 2021 | 3,877,333.98 | |
December 2016 | 96,932,000.00 | October 2021 | 1,886,992.24 | |
January 2017 | 96,932,000.00 | November 2021 | 328.40 | |
February 2017 | 96,932,000.00 | December 2021 and thereafter | 0.00 | |
March 2017 | 96,932,000.00 | |||
April 2017 | 96,932,000.00 | |||
May 2017 | 96,932,000.00 | |||
June 2017 | 96,932,000.00 |
G-1 |
PROSPECTUS
Commercial Mortgage Pass-Through Certificates
(Issuable in Series)
Wells Fargo Commercial Mortgage Securities, Inc.
Depositor
Wells Fargo Commercial Mortgage Securities, Inc. will periodically offer certificates in one or more series. Each series of certificates will represent the entire beneficial ownership interest in a trust fund. Distributions on the certificates of any series will be made only from the assets of the related trust fund.
Neither the certificates nor any assets in the related issuing entity will be obligations of, or be guaranteed by, the depositor, any servicer or any of their respective affiliates. Neither the certificates nor any assets in the related trust fund will be guaranteed or insured by any governmental agency or instrumentality or by any person, unless otherwise provided in the accompanying prospectus supplement.
The primary assets of the trust fund may include:
● | multifamily and commercial mortgage loans; |
● | mortgage-backed securities evidencing interests in or secured by multifamily and commercial mortgage loans, and other mortgage-backed securities; |
● | direct obligations of the United States or other government agencies; or |
● | a combination of the assets described above. |
Investing in the offered certificates involves risks. You should review the information appearing under the caption “Risk Factors” on page 8 and in the accompanying prospectus supplement before purchasing any offered certificate.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the offered certificates or determined that this prospectus or the accompanying prospectus supplement is accurate or complete. Any representation to the contrary is unlawful.
July 20, 2012
TABLE OF CONTENTS
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT | v | |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | vi | |
WHERE YOU CAN FIND MORE INFORMATION | vi | |
SUMMARY OF PROSPECTUS | 1 | |
RISK FACTORS | 8 | |
Your Ability to Resell Certificates May Be Limited Because of Their Characteristics | 8 | |
The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates | 8 | |
Prepayments and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield | 8 | |
Loans Not Insured or Guaranteed | 9 | |
Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss | 10 | |
Book-Entry Registration May Hinder the Exercise of Investor Remedies | 10 | |
Unused Amounts in Pre-Funding Accounts May Be Returned to You as a Prepayment | 10 | |
Additional Compensation and Certain Reimbursements to the Servicer Will Affect Your Right to Receive Distributions | 10 | |
Additional Mortgage Assets Acquired in Connection with the Use of a Pre-Funding Account May Change the Aggregate Characteristics of a Trust Fund | 10 | |
Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans | 11 | |
Future Cash Flow and Property Values Are Not Predictable | 11 | |
Nonrecourse Loans Limit the Remedies Available Following a Mortgagor Default | 13 | |
Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment | 13 | |
Risks Associated with Commercial Lending May Be Different Than for Residential Lending | 13 | |
Special Risks of Mortgage Loans Secured by Multifamily Properties | 14 | |
Special Risks of Mortgage Loans Secured by Retail Properties | 15 | |
Special Risks of Mortgage Loans Secured by Hospitality Properties | 16 | |
Special Risks of Mortgage Loans Secured by Office Properties | 17 | |
Special Risks Associated with Residential Healthcare Facilities | 18 | |
Special Risks of Mortgage Loans Secured by Healthcare-Related Properties | 19 | |
Special Risks of Mortgage Loans Secured by Warehouse and Self Storage Facilities | 21 | |
Special Risks of Mortgage Loans Secured by Industrial and Mixed-Use Facilities | 21 | |
Special Risks Associated with Manufactured Housing Properties | 22 | |
Poor Property Management Will Adversely Affect the Performance of the Related Mortgaged Property | 23 | |
Property Managers May Experience Conflicts of Interest in Managing Multiple Properties | 23 | |
Condemnations of Mortgaged Properties May Result in Losses | 23 | |
Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default | 24 | |
The Servicer Will Have Discretion to Handle or Avoid Obligor Defaults in a Manner Which May Be Adverse to Your Interests | 24 | |
Proceeds Received upon Foreclosure of Mortgage Loans Secured Primarily by Junior Mortgages May Result in Losses | 25 | |
Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates | 25 | |
Mortgagors of Commercial Mortgage Loans Are Sophisticated and May Take Actions Adverse to Your Interests | 25 | |
Assignment of Leases and Rents to Provide Further Security for Mortgage Loans Poses Special Risks | 25 | |
Inclusion in a Trust Fund of Delinquent Mortgage Loans May Adversely Affect the Rate of Defaults and Prepayments on the Mortgage Loans | 26 | |
Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs | 26 | |
State and Federal Laws Applicable to Foreclosure Actions May Affect the Timing of Distributions on Your Certificates | 28 |
i |
We Have Not Re-Underwritten Any of the Mortgage Loans | 28 | |
Foreclosure on Mortgaged Properties May Result in Adverse Tax Consequences | 28 | |
Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses | 29 | |
Rights Against Tenants May Be Limited if Leases Are Not Subordinate to the Mortgage or Do Not Contain Attornment Provisions | 30 | |
The Borrower’s Form of Entity May Cause Special Risks | 30 | |
Bankruptcy Proceedings Entail Certain Risks | 32 | |
If Mortgaged Properties Are Not in Compliance With Current Zoning Laws, You May Not Be Able to Restore Compliance Following a Casualty Loss | 33 | |
Restrictions on Certain of the Mortgaged Properties May Limit Their Use | 33 | |
Enforceability of Due-on-Sale Clauses and Assignments of Leases and Rents is Limited | 33 | |
Inspections of the Mortgaged Properties Were Limited | 34 | |
Litigation Concerns | 34 | |
DESCRIPTION OF THE TRUST FUNDS | 35 | |
General | 35 | |
Mortgage Loans—Leases | 35 | |
CMBS | 39 | |
Collection Accounts | 40 | |
Credit Support | 40 | |
Cash Flow Agreements | 40 | |
Pre-Funding | 40 | |
YIELD CONSIDERATIONS | 41 | |
General | 41 | |
Pass-Through Rate | 41 | |
Payment Delays | 41 | |
Shortfalls in Collections of Interest Resulting from Prepayments | 41 | |
Prepayment Considerations | 42 | |
Weighted Average Life and Maturity | 43 | |
Controlled Amortization Classes and Companion Classes | 44 | |
Other Factors Affecting Yield, Weighted Average Life and Maturity | 45 | |
THE SPONSOR | 46 | |
THE DEPOSITOR | 47 | |
USE OF PROCEEDS | 47 | |
DESCRIPTION OF THE CERTIFICATES | 48 | |
General | 48 | |
Distributions | 48 | |
Distributions of Interest on the Certificates | 49 | |
Distributions of Principal on the Certificates | 50 | |
Components | 50 | |
Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations | 51 | |
Allocation of Losses and Shortfalls | 51 | |
Advances in Respect of Delinquencies | 51 | |
Reports to Certificateholders | 52 | |
Voting Rights | 53 | |
Termination | 53 | |
Book-Entry Registration and Definitive Certificates | 54 | |
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS | 56 | |
General | 56 | |
Assignment of Mortgage Assets; Repurchases | 57 | |
Representations and Warranties; Repurchases | 58 | |
Collection Account | 59 | |
Collection and Other Servicing Procedures | 62 | |
Realization upon Defaulted Mortgage Loans | 63 |
ii |
Hazard Insurance Policies | 64 | |
Due-on-Sale and Due-on-Encumbrance Provisions | 65 | |
Servicing Compensation and Payment of Expenses | 65 | |
Evidence as to Compliance | 66 | |
Certain Matters Regarding the Master Servicer and the Depositor | 67 | |
Events of Default | 68 | |
Rights upon Event of Default | 68 | |
Amendment | 69 | |
List of Certificateholders | 69 | |
The Trustee and Certificate Administrator | 69 | |
Duties of the Trustee | 69 | |
Certain Matters Regarding the Trustee | 70 | |
Resignation and Removal of the Trustee | 70 | |
DESCRIPTION OF CREDIT SUPPORT | 70 | |
General | 70 | |
Subordinate Certificates | 71 | |
Cross-Support Provisions | 71 | |
Insurance or Guarantees with Respect to Mortgage Loans | 72 | |
Letter of Credit | 72 | |
Certificate Insurance and Surety Bonds | 72 | |
Reserve Funds | 72 | |
Credit Support with Respect to CMBS | 73 | |
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES | 73 | |
General | 73 | |
Types of Mortgage Instruments | 74 | |
Leases and Rents | 74 | |
Personalty | 74 | |
Cooperative Loans | 74 | |
Junior Mortgages; Rights of Senior Lenders | 76 | |
Foreclosure | 77 | |
Bankruptcy Laws | 80 | |
Environmental Considerations | 83 | |
Due-on-Sale and Due-on-Encumbrance | 84 | |
Subordinate Financing | 85 | |
Default Interest and Limitations on Prepayments | 85 | |
Certain Laws and Regulations; Types of Mortgaged Properties | 85 | |
Applicability of Usury Laws | 85 | |
Servicemembers Civil Relief Act | 86 | |
Americans with Disabilities Act | 86 | |
Forfeiture in Drug, RICO and Money Laundering Proceedings | 86 | |
Federal Deposit Insurance Act; Commercial Mortgage Loan Servicing | 87 | |
MATERIAL FEDERAL INCOME TAX CONSEQUENCES | 87 | |
General | 87 | |
REMICs | 89 | |
Taxation of Owners of REMIC Regular Certificates | 91 | |
Taxation of Owners of REMIC Residual Certificates | 97 | |
Grantor Trusts | 112 | |
Characterization of Investments in Grantor Trust Certificates | 113 | |
Taxation of Owners of Grantor Trust Fractional Interest Certificates | 113 | |
STATE AND OTHER TAX CONSEQUENCES | 122 | |
ERISA CONSIDERATIONS | 123 | |
General | 123 | |
Prohibited Transaction Exemptions | 124 |
iii |
LEGAL INVESTMENT | 126 | |
METHOD OF DISTRIBUTION | 127 | |
LEGAL MATTERS | 128 | |
FINANCIAL INFORMATION | 128 | |
RATINGS | 128 | |
GLOSSARY | 129 |
iv |
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
We provide information to you about the offered certificates in two separate documents that provide progressively more detail:
● | this prospectus, which provides general information, some of which may not apply to your series of certificates; and |
● | the accompanying prospectus supplement, which describes the specific terms of your series of certificates. |
If the description of your certificates in the accompanying prospectus supplement differs from the related description in this prospectus, you should rely on the information in the accompanying prospectus supplement.
Some capitalized terms used in this prospectus are defined in the Glossary beginning on page 129 in this prospectus.
In this prospectus, the terms “depositor”, “we”, “us” and “our” refer to Wells Fargo Commercial Mortgage Securities, Inc.
Until 90 days after the date of each prospectus supplement, all dealers effecting transactions in the offered certificates covered by that prospectus supplement, whether or not participating in the distribution thereof, may be required to deliver such prospectus supplement and this prospectus. This is in addition to the obligation of dealers to deliver a prospectus and prospectus supplement when acting as underwriters and with respect to their unsold allotments or subscriptions.
You should rely only on any information or representations contained or incorporated by reference in this prospectus and the accompanying prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer would be unlawful.
v |
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
With respect to each series of certificates offered by this prospectus, there are incorporated in this prospectus and in the accompanying prospectus supplement by reference all documents and reports filed or caused to be filed by the depositor with respect to a trust fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (other than Annual Reports on Form 10-K), that relate specifically to the related series of certificates. The depositor will provide, or cause to be provided, without charge to each person to whom this prospectus is delivered in connection with the offering of one or more classes of offered certificates, upon written or oral request of that person, a copy of any or all documents or reports incorporated in this prospectus by reference, in each case to the extent the documents or reports relate to one or more of the classes of offered certificates, other than the exhibits to those documents (unless the exhibits are specifically incorporated by reference in those documents). Requests to the depositor should be directed in writing to its principal executive offices at 301 South College Street, Charlotte, North Carolina 28288-0166, Attention: Secretary, or by telephone at 704-715-6133.
The depositor filed a registration statement (the “Registration Statement”) relating to the certificates with the Securities and Exchange Commission. This prospectus is part of the Registration Statement, but the Registration Statement includes additional information.
WHERE YOU CAN FIND MORE INFORMATION
Copies of the Registration Statement and other filed materials, including distribution reports on Form 10-D, annual reports on Form 10-K, current reports on Form 8-K and any amendments for these reports, may be read and copied at the Public Reference Room of the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains a site on the World Wide Web at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. The depositor has filed the Registration Statement, including all exhibits thereto, through the EDGAR system, so the materials should be available by logging onto the Securities and Exchange Commission’s website. The Securities and Exchange Commission maintains computer terminals providing access to the EDGAR system at each of the offices referred to above.
If so specified in the accompanying prospectus supplement, copies of all filings through the EDGAR system of the related issuing entity on Forms 10-D, 10-K and 8-K will be made available on the applicable trustee’s or other identified party’s website.
vi |
SUMMARY OF PROSPECTUS | ||||
The following summary is a brief description of the main terms of the offered certificates. For this reason, the summary does not contain all the information that may be important to you. You will find a detailed description of the terms of the offered certificates following this summary and in the accompanying prospectus supplement. | ||||
The Trust Assets | Each series of certificates will represent the entire beneficial ownership interest in a trust fund consisting primarily of any of the following: | |||
● | mortgage assets; | |||
● | collection accounts; | |||
● | forms of credit support; | |||
● | cash flow agreements; and | |||
● | amounts on deposit in a pre-funding account. | |||
The Mortgage Assets | The mortgage assets with respect to each series of certificates may consist of any of the following: | |||
● | multifamily and commercial mortgage loans; | |||
● | commercial mortgage-backed securities; | |||
● | direct obligations of the United States or other government agencies; and | |||
● | a combination of the assets described above. | |||
The mortgage loans will not be guaranteed or insured by us or any of our affiliates or, unless otherwise provided in the accompanying prospectus supplement, by any governmental agency or instrumentality or other person. The mortgage loans will be primarily secured by first or junior liens on, or security interests in fee simple, leasehold or a similar interest in, any of the following types of properties: | ||||
● | residential properties consisting of five or more rental or cooperatively owned dwelling units; | |||
● | shopping centers; | |||
● | retail buildings or centers; | |||
● | hotels, motels and other hospitality properties; | |||
● | office buildings; | |||
● | nursing homes, assisted living facilities and similar properties; | |||
● | hospitals or other healthcare related facilities; | |||
● | industrial properties; | |||
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● | owner-occupied commercial properties; | |||
● | warehouse, mini-warehouse, cold storage, or self storage facilities; | |||
● | recreational vehicle and mobile home parks; | |||
● | manufactured housing communities; | |||
● | parking lots; | |||
● | commercial properties occupied by one or more tenants; | |||
● | entertainment or sports arenas; | |||
● | restaurants; | |||
● | marinas; | |||
● | mixed use properties; | |||
● | movie theaters; | |||
● | amusement and theme parks; | |||
● | destination resorts, golf courses and similar properties; | |||
● | educational centers; | |||
● | casinos; | |||
● | bank branches; and | |||
● | unimproved land. | |||
Some or all of the mortgage loans may also be secured by an assignment of one or more leases of all or a portion of the related mortgaged properties. A significant or the sole source of payments on certain mortgage loans will be the rental payments due under the related leases. | ||||
However, some of the mortgage loans may be secured by liens on real properties located outside the United States, its territories and possessions, provided that foreign mortgage loans do not represent 10% or more of the related mortgage asset pool, by balance. | ||||
A mortgage loan may have an interest rate that has any of the following features: | ||||
● | is fixed over its term; | |||
● | adjusts from time to time; | |||
● | is partially fixed and partially floating; | |||
● | is floating based on one or more formulae or indices; | |||
● | may be converted from a floating to a fixed interest rate; | |||
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● | may be converted from a fixed to a floating interest rate; or | |||
● | interest is not paid currently but is accrued and added to the principal balance. | |||
A mortgage loan may provide for any of the following: | ||||
● | scheduled payments to maturity; | |||
● | payments that adjust from time to time; | |||
● | negative amortization or accelerated amortization; | |||
● | full amortization or require a balloon payment due on its stated maturity date; | |||
● | prohibitions on prepayment; | |||
● | releases or substitutions of collateral, including defeasance thereof with direct obligations of the United States; and | |||
● | payment of a premium or a yield maintenance penalty in connection with a principal prepayment. | |||
Unless otherwise described in the accompanying prospectus supplement for a series of certificates: | ||||
● | the mortgaged properties may be located in any one of the 50 states, the District of Columbia or the Commonwealth of Puerto Rico; | |||
● | all mortgage loans will have original terms to maturity of not more than 40 years; | |||
● | all mortgage loans will have individual principal balances at origination of not less than $100,000; | |||
● | all mortgage loans will have been originated by persons other than the depositor; and | |||
● | all mortgage assets will have been purchased, either directly or indirectly, by the depositor on or before the date of initial issuance of the related series of certificates. | |||
Any commercial mortgage-backed securities included in a trust fund will evidence ownership interests in or be secured by mortgage loans similar to those described above and other mortgage-backed securities. Some commercial mortgage-backed securities included in a trust fund may be guaranteed or insured by an affiliate of the depositor, Freddie Mac, Fannie Mae, Ginnie Mae, Farmer Mac or any other person specified in the accompanying prospectus supplement. | ||||
Collection Accounts | Each trust fund will include one or more accounts established and maintained on behalf of the certificateholders. All payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund will be deposited into those accounts. A collection account may be | |||
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maintained as an interest bearing or a non-interest bearing account, and funds may be held as cash or reinvested. | ||||
Credit Support | The following types of credit support may be used to enhance the likelihood of distributions on certain classes of certificates: | |||
● | subordination of one or more classes of certificates; | |||
● | over-collateralization; | |||
● | letters of credit; | |||
● | insurance policies; | |||
● | bonds; | |||
● | repurchase obligations; | |||
● | guarantees; | |||
● | reserve funds; and/or | |||
● | a combination of any of the above. | |||
Cash Flow Agreements | Cash flow agreements are used to reduce the effects of interest rate or currency exchange rate fluctuations on the underlying mortgage assets or on one or more classes of certificates and increase the likelihood of timely distributions on the certificates or such classes of certificates, as the case may be. The trust fund may include any of the following types of cash flow agreements: | |||
● | guaranteed investment contracts; | |||
● | interest rate swap or exchange contracts; | |||
● | interest rate cap or floor agreements; | |||
● | currency exchange agreements; and/or | |||
● | yield supplement agreements. | |||
Pre-Funding Account; | ||||
Capitalized Interest Account | A trust fund may use monies deposited into a pre-funding account to acquire additional mortgage assets following a closing date for the related series of certificates. The amount on deposit in a pre-funding account will not exceed 25% of the pool balance of the trust fund as of the cut-off date on which the ownership of the mortgage loans and rights to payment thereon are deemed transferred to the trust fund, as specified in the accompanying prospectus supplement. The depositor will select any additional mortgage assets using criteria that is substantially similar to the criteria used to select the mortgage assets included in the trust fund on the closing date. | |||
If provided in the accompanying prospectus supplement, a trust fund also may include amounts on deposit in a separate capitalized interest account. The depositor may use amounts on deposit in a capitalized interest account to supplement investment earnings, if any, of amounts on deposit in the | ||||
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pre-funding account, supplement interest collections of the trust fund, or such other purpose as specified in the accompanying prospectus supplement. | ||||
Amounts on deposit in any pre-funding account or any capitalized interest account will be held in cash or invested in short-term investment grade obligations. Amounts remaining on deposit in any pre-funding account and any capitalized interest account after the end of the related pre-funding period will be distributed to certificateholders as described in the accompanying prospectus supplement. | ||||
Description of Certificates | Each series of certificates will include one or more classes. Each series of certificates will represent in the aggregate the entire beneficial ownership interest in the related trust fund. The offered certificates are the classes of certificates being offered to you pursuant to the accompanying prospectus supplement. The non-offered certificates are the classes of certificates not being offered to you pursuant to the accompanying prospectus supplement. Information on the non-offered certificates included herein or in any accompanying prospectus supplement is being provided solely to assist you in your understanding of the offered certificates. | |||
Distributions on Certificates | The certificates may provide for different methods of distributions to specific classes. Any class of certificates may: | |||
● | provide for the accrual of interest thereon based on fixed, variable or floating rates; | |||
● | be senior or subordinate to one or more other classes of certificates with respect to interest or principal distribution and the allocation of losses on the assets of the trust fund; | |||
● | be entitled to principal distributions, with disproportionately low, nominal or no interest distributions; | |||
● | be entitled to interest distributions, with disproportionately low, nominal or no principal distributions; | |||
● | provide for distributions of principal or accrued interest only after the occurrence of certain events, such as the retirement of one or more other classes of certificates; | |||
● | provide for distributions of principal to be made at a rate that is faster or slower than the rate at which payments are received on the mortgage assets in the related trust fund; | |||
● | provide for distributions of principal sequentially, based on specified payment schedules or other methodologies; and | |||
● | provide for distributions based on a combination of any of the above features. | |||
Interest on each class of offered certificates of each series will accrue at the applicable pass-through rate on the outstanding principal balance or notional amount. Distributions of interest with respect to one or more classes of certificates may be |
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reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and the accompanying prospectus supplement. | ||||
The principal balance of a certificate outstanding from time to time represents the maximum amount that the holder thereof is then entitled to receive in respect of principal from future cash flow on the assets in the related trust fund. Unless otherwise specified in the accompanying prospectus supplement, distributions of principal will be made on each distribution date to the class or classes of certificates entitled thereto until the principal balance of such certificates is reduced to zero. Distributions of principal to any class of certificates will be made on a pro rata basis among all of the certificates of such class. | ||||
Advances | A servicer may be obligated as part of its servicing responsibilities to make certain advances with respect to delinquent scheduled payments and property related expenses which it deems recoverable. The trust fund may be charged interest for any advance. We will not have any responsibility to make such advances. One of our affiliates may have the responsibility to make such advances, but only if that affiliate is acting as a master servicer or trustee for the related series of certificates. | |||
Termination | A series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the related trust fund. | |||
Registration of Certificates | One or more classes of the offered certificates may be initially represented by one or more certificates registered in the name of Cede & Co. as the nominee of The Depository Trust Company. If your offered certificates are so registered, you will not be entitled to receive a definitive certificate representing your interest except in the event that physical certificates are issued under the limited circumstances described in this prospectus and the accompanying prospectus supplement. | |||
Tax Status of the Certificates | The certificates of each series will constitute either: | |||
● | “regular interests” or “residual interests” in a trust fund treated as a “real estate mortgage investment conduit” under the Internal Revenue Code of 1986, as amended; | |||
● | interests in a trust fund treated as a grantor trust under applicable provisions of the Internal Revenue Code of 1986, as amended; or | |||
● | any combination of any of the above features. | |||
ERISA Considerations | If you are a fiduciary of an employee benefit plan or other retirement plan or arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or any materially similar federal, state or local law, or any person who proposes to use “plan assets” of any of these plans to acquire any offered certificates, you should carefully review with your legal counsel whether the |
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purchase or holding of any offered certificates could give rise to transactions not permitted under these laws. The accompanying prospectus supplement will specify if investment in some certificates may require a representation that the investor is not (or is not investing on behalf of) a plan or similar arrangement or if other restrictions apply. | ||||
Legal Investment | The accompanying prospectus supplement will specify whether the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See “Legal Investment” herein.
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RISK FACTORS
You should consider the following risk factors, in addition to the risk factors in the accompanying prospectus supplement, in deciding whether to purchase any of the offered certificates. The risks and uncertainties described below, together with those described in the accompanying prospectus supplement under “Risk Factors”, summarize the material risks relating to your certificates. In general, to the extent that the factors discussed below pertain to or are influenced by the characteristics or behavior of mortgage loans included in a particular trust fund, they would similarly pertain to and be influenced by the characteristics or behavior of the mortgage loans underlying any CMBS included in a trust fund.
Your Ability to Resell Certificates May Be Limited Because of Their Characteristics
You may not be able to resell your certificates and the value of your certificates may be less than you anticipated for a variety of reasons including:
● | a secondary market for your certificates may not develop; |
● | interest rate fluctuations; |
● | the absence of redemption rights; and |
● | the limited sources of information about the certificates other than that provided in this prospectus, the accompanying prospectus supplement and the monthly report to certificateholders. |
The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates
Unless otherwise specified in the accompanying prospectus supplement, neither the offered certificates of any series nor the mortgage assets in the related trust fund will be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person. No offered certificate of any series will represent a claim against or security interest in the trust fund for any other series. Accordingly, if the related trust fund has insufficient assets to make payments on the certificates, there will be no other assets available for payment of the deficiency.
Additionally, the certificate administrator, trustee, master servicer, special servicer or other specified person may under certain circumstances withdraw some amounts on deposit in certain funds or accounts constituting part of a trust fund, including the collection account and any accounts maintained as credit support, as described in the accompanying prospectus supplement. The certificate administrator, trustee, master servicer, special servicer or other specified person may have the authority to make these withdrawals for purposes other than the payment of principal of or interest on the related series of certificates.
The accompanying prospectus supplement for a series of certificates may provide for one or more classes of certificates that are subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates. On any distribution date in which the related trust fund has incurred losses or shortfalls in collections on the mortgage assets, the subordinate certificates initially will bear the amount of such losses or shortfalls and, thereafter, the remaining classes of certificates will bear the remaining amount of such losses or shortfalls. The priority, manner and limitations on the allocation of losses and shortfalls will be specified in the accompanying prospectus supplement.
Prepayments and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield
Prepayments (including those caused by defaults on the mortgage loans and repurchases for breach of representation or warranty) on the mortgage loans in a trust fund generally will result in a
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faster rate of principal payments on one or more classes of the related certificates than if payments on such mortgage loans were made as scheduled. Thus, the prepayment experience on the mortgage assets may affect the average life of each class of related certificates. The rate of principal payments on mortgage loans varies between pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax, legal and other factors.
We cannot provide any assurance as to the rate of prepayments on the mortgage loans in any trust fund or that such rate will conform to any model described in this prospectus or in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans in any trust fund, the retirement of any class of certificates could occur significantly earlier or later than you expected.
The rate of voluntary prepayments will also be affected by:
● | the voluntary prepayment terms of the mortgage loan, including prepayment lock-out periods and prepayment premiums; |
● | then-current interest rates being charged on similar mortgage loans; and |
● | the availability of mortgage credit. |
A series of certificates may include one or more classes of certificates with entitlements to payments prior to other classes of certificates. As a result, yields on classes of certificates with a more senior priority of payment, including classes of offered certificates, of such series may be more sensitive to prepayments on mortgage assets. A series of certificates may include one or more classes offered at a significant premium or discount. Yields on such classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on mortgage assets and, where the amount of interest payable with respect to a class is disproportionately high, as compared to the amount of principal, a holder might, in some prepayment scenarios, fail to recoup its original investment.
If a mortgage loan is in default, it may not be possible to collect a prepayment premium. No person will be required to pay any premium if a mortgage loan is repurchased for a breach of representation or warranty.
The yield on your certificates may be less than anticipated because:
● | the prepayment premium or yield maintenance required under certain prepayment scenarios may not be enforceable in some states or under federal bankruptcy laws; and |
● | some courts may consider the prepayment premium to be usurious. |
Loans Not Insured or Guaranteed
Generally, the mortgage assets included in the trust fund will not be an obligation of, or be insured or guaranteed by, any governmental entity, by any private mortgage insurer, or by the depositor, the sponsor, the mortgage loan sellers, the underwriters, the master servicer, the special servicer, the trustee the certificate administrator, the trust advisor or any of their respective affiliates.
However, in certain circumstances a mortgage loan seller will be obligated to repurchase or substitute a mortgage loan sold by it if:
● | there is a defect or omission with respect to certain of the documents relating to such mortgage loan, and such defect or omission materially and adversely affects the value of a mortgage loan or the interests of certificateholders therein (or has such other effect specified in the related prospectus supplement); or |
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● | certain of their respective representations or warranties concerning such mortgage loan are breached, and such defect or breach materially and adversely affects the value of such mortgage loan or the interests of the certificateholders therein (or has such other effect specified in the related prospectus supplement) and is not cured as required. |
We cannot provide assurance that the applicable mortgage loan seller will be in a financial position to make such a repurchase or substitution.
Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss
A series of certificates may be subject to optional early termination by means of the repurchase of the mortgage assets in the related trust fund. We cannot assure you that the proceeds from a sale of the mortgage assets will be sufficient to distribute the outstanding principal balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of such certificates may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment.
Book-Entry Registration May Hinder the Exercise of Investor Remedies
Each series of certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in the name of an individual investor. As a result, investors will not be recognized as a certificateholder, or holder of record of their certificates. As a consequence, investors may experience difficulties in identifying or communicating with other investors in the certificates for the purpose of exercising remedies, taking collective action or otherwise.
Unused Amounts in Pre-Funding Accounts May Be Returned to You as a Prepayment
The accompanying prospectus supplement will disclose when we are using a pre-funding account to purchase additional mortgage assets in connection with the issuance of certificates. Amounts on deposit in a pre-funding account that are not used to acquire additional mortgage assets by the end of the pre-funding period for a series of certificates may be distributed to holders of those certificates as a prepayment of principal, which may materially and adversely affect the yield on those certificates.
Additional Compensation and Certain Reimbursements to the Servicer Will Affect Your Right to Receive Distributions
To the extent described in the accompanying prospectus supplement, the master servicer, the special servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances and unreimbursed servicing expenses. The right of the master servicer, the special servicer or the trustee to receive such payments of interest is senior to the rights of certificateholders to receive distributions on the offered certificates and, consequently, may result in additional trust fund expenses being allocated to the offered certificates that would not have resulted absent the accrual of such certificates that would not have resulted absent the accrual of such interest. In addition, the special servicer will receive a fee with respect to each specially serviced mortgage loan and any collections thereon, including specially serviced mortgage loans which have been returned to performing status. This will result in shortfalls which may be allocated to the offered certificates.
Additional Mortgage Assets Acquired in Connection with the Use of a Pre-Funding Account May Change the Aggregate Characteristics of a Trust Fund
Any additional mortgage assets acquired by a trust fund with funds in a pre-funding account may possess substantially different characteristics than the mortgage assets in the trust fund on the closing date for a series of certificates. Therefore, the aggregate characteristics of a trust fund
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following the pre-funding period may be substantially different than the characteristics of a trust fund on the closing date for that series of certificates.
Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans
The value of a mortgage loan secured by a multifamily or commercial property is directly related to the net operating income derived from that property because the ability of a borrower to repay a loan secured by an income-producing property typically depends primarily upon the successful operation of that property rather than upon the existence of independent income or assets of the borrower. The reduction in the net operating income of the property may impair the borrower’s ability to repay the loan.
Many of the mortgage loans included in a trust fund may be secured by liens on owner-occupied mortgaged properties or on mortgaged properties leased to a single tenant. Accordingly, a decline in the financial condition of the borrower or single tenant may have a disproportionately greater effect on the net operating income from such mortgaged properties than would be the case with respect to mortgaged properties with multiple tenants.
Future Cash Flow and Property Values Are Not Predictable
A number of factors, many beyond the control of the property owner, may affect the ability of an income producing real estate project to generate sufficient net operating income to pay debt service and/or to maintain its value. Among these factors are:
● | economic conditions generally and in the area of the project; |
● | the age, quality, functionality and design of the project; |
● | the degree to which the project competes with other projects in the area; |
● | changes or continued weakness in specific industry segments; |
● | increases in operating costs; |
● | the willingness and ability of the owner to provide capable property management and maintenance; |
● | the degree to which the project’s revenue is dependent upon a single tenant or user, a small group of tenants, tenants concentrated in a particular business or industry and the competition to any such tenants; |
● | an increase in the capital expenditures needed to maintain the properties or make improvements; |
● | a decline in the financial condition of a major tenant; |
● | the location of a mortgaged property; |
● | whether a mortgaged property can be easily converted (or converted at all) to alternative uses; |
● | an increase in vacancy rates; |
● | perceptions regarding the safety, convenience and attractiveness of such properties; |
● | vulnerability to litigation by tenants and patrons; and |
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● | environmental contamination. |
Many of the mortgaged properties securing mortgage loans included in the trust fund have leases that expire or may be subject to tenant termination rights prior to the maturity date of the related mortgage loan. Certain of such mortgage loans may be leased entirely to a single tenant.
If leases are not renewed or replaced, if tenants default, if rental rates fall and/or if operating expenses increase, the borrower’s ability to repay the mortgage loan may be impaired and the resale value of the mortgaged property, which is substantially dependent upon the mortgaged property’s ability to generate income, may decline.
Even if borrowers successfully renew leases or relet vacated space, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, can exceed the amount of any reserves maintained for that purpose and reduce cash from the mortgaged properties. Although some of the mortgage loans included in the trust fund related to a particular series of certificates require the borrower to maintain escrows for leasing expenses, there is no guarantee that these reserves will be sufficient. In addition, there are other factors, including changes in zoning or tax laws, restrictive covenants, tenant exclusives and rights of first refusal to lease or purchase, the availability of credit for refinancing and changes in interest rate levels that may adversely affect the value of a project (and/or the borrower’s ability to sell or refinance) without necessarily affecting the ability to generate current income. In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases at any time for, among other reasons, lack of appropriations.
Other factors are more general in nature, such as:
● | national, regional or local economic conditions (including plant and military installation closings, industry slowdowns and unemployment rates); |
● | local real estate conditions (such as an oversupply of retail space, office space or multifamily housing); |
● | demographic factors; |
● | consumer confidence; |
● | consumer tastes and preferences; and |
● | changes in building codes and other applicable laws. |
The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:
● | the length of tenant leases; |
● | the creditworthiness of tenants; |
● | in the case of rental properties, the rate at which new rentals occur; |
● | the property’s “operating leverage” (i.e., the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues and the level of capital expenditures required to maintain the mortgaged property and to retain or replace tenants); and |
● | a decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of mortgaged properties with |
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short-term revenue sources, such as short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults. |
Nonrecourse Loans Limit the Remedies Available Following a Mortgagor Default
The mortgage assets will not be an obligation of, or be insured or guaranteed by, any governmental entity, by any private mortgage insurer, or by the depositor, the mortgage loan sellers, the originators, the master servicer, the special servicer, the trustee, the certificate administrator, or the trust advisor or any of their respective affiliates.
Each mortgage loan included in a trust fund generally will be a nonrecourse loan. If there is a default (other than a default resulting from voluntary bankruptcy, fraud or willful misconduct) there will generally only be recourse against the specific mortgaged properties and other assets that have been pledged to secure such mortgage loan. Even if a mortgage loan provides for recourse to a mortgagor or its affiliates, it is unlikely the trust fund ultimately could recover any amounts not covered by the mortgaged property.
Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment
On September 11, 2001, the United States was subjected to multiple terrorist attacks which resulted in considerable uncertainty in the world financial markets. The full impact of these events is not yet known but could include, among other things, increased volatility in the price of securities including your certificates. The terrorist attacks may also adversely affect the revenues or costs of operation of the mortgaged properties. The terrorist attacks on the World Trade Center and the Pentagon suggest an increased likelihood that large public areas such as shopping malls or large office buildings could become the target of terrorist attacks in the future. The possibility of such attacks could (i) lead to damage to one or more of the mortgaged properties if any such attacks occur, (ii) result in higher costs for security and insurance premiums, particularly for large mortgaged properties, which could adversely affect the cash flow at those mortgaged properties, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue and mall traffic and percentage rent. As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected. See “—Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses” in this prospectus.
Terrorist attacks in the United States, incidents of terrorism occurring outside the United States and military conflicts may significantly reduce air travel throughout the United States, and, therefore, continue to have a negative effect on revenues in areas heavily dependent on tourism. Any decrease in air travel may have a negative effect on certain of the mortgaged properties, including hotel mortgaged properties and those mortgaged properties located in tourist areas, which could reduce the ability of such mortgaged properties to generate cash flow.
It is uncertain what continued effect armed conflicts involving the United States, including the recent war between the United States and Iraq, continued military operations in Afghanistan or any future conflict with any other country, will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments. Foreign or domestic conflicts of any kind could have an adverse effect on the mortgaged properties.
Accordingly, these disruptions, uncertainties and costs could materially and adversely affect an investor’s investment in the certificates.
Risks Associated with Commercial Lending May Be Different Than for Residential Lending
Commercial and multifamily lending is generally viewed as exposing a lender (and your investment in the trust fund) to a greater risk of loss than lending which is secured by single family residences, in part because it typically involves making larger mortgage loans to single borrowers or groups of related mortgagors. In addition, unlike mortgage loans which are secured by single family residences, repayment of mortgage loans secured by commercial and multifamily properties depends upon the ability of the related real estate project:
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● | to generate income sufficient to pay debt service, operating expenses and leasing commissions and to make necessary repairs, tenant improvements and capital improvements; and |
● | in the case of mortgage loans that do not fully amortize over their terms, to retain sufficient value to permit the borrower to pay off the mortgage loan at maturity through a sale or refinancing of the mortgaged property. |
Special Risks of Mortgage Loans Secured by Multifamily Properties
Multifamily projects are part of a market that, in general, is characterized by low barriers to entry. Thus, a particular apartment market with historically low vacancies could experience substantial new construction and a resultant oversupply of units in a relatively short period of time. Since multifamily apartment units are typically leased on a short term basis, the tenants who reside in a particular project within such a market may easily move to alternative projects with more desirable amenities or locations. Additionally, mortgage loans secured by multifamily properties may constitute a material concentration of the mortgage loans in a trust fund. Adverse economic conditions, either local, regional or national, may limit the amount of rent that a borrower may charge for rental units, and may result in a reduction in timely rent payments or a reduction in occupancy levels. Occupancy and rent levels may also be affected by:
● | the construction of additional housing units; |
● | the physical attributes of the apartment building (for example, its age, appearance and construction quality); |
● | the location of the mortgaged property (for example, a change in the neighborhood over time); |
● | the ability of management to provide adequate maintenance and insurance; |
● | the types of services and amenities that the mortgaged property provides; |
● | the mortgaged property’s reputation; |
● | the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or personnel from a local military base; |
● | dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs or tax credits to developers to provide certain types of development; |
● | the presence of competing properties; |
● | state or local regulations; |
● | adverse local or national economic conditions; |
● | local military base closings; |
● | developments at local colleges and universities; |
● | national, regional and local politics, including, in the case of multifamily rental properties, current or future rent stabilization and rent control laws and agreements; |
● | the level of mortgage interest rates, which may encourage tenants in multifamily rental properties to purchase housing; and |
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● | the possibility that some eligible tenants may not find any differences in rents between subsidized or supported properties and other multifamily rental properties in the same area to be a sufficient economic incentive to reside at a subsidized or supported property, which may have fewer amenities or otherwise be less attractive as a residence. |
Furthermore, multifamily projects may be subject to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs. The limitations and restrictions imposed by these programs could result in realized loses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include:
● | rent limitations that could adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses; and |
● | tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates. |
The differences in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property.
All of these conditions and events may increase the possibility that a borrower may be unable to meet its obligations under its mortgage loan.
Special Risks of Mortgage Loans Secured by Retail Properties
Mortgage loans secured by retail properties may constitute a material concentration of the mortgage loans in a trust fund. In the case of retail properties, the failure of an anchor, shadow anchor or major tenant to renew its lease, the termination of an anchor, shadow anchor or major tenant’s lease, the bankruptcy or economic decline of an anchor, shadow anchor or major tenant, or the cessation of the business of an anchor, shadow anchor or major tenant at its store, notwithstanding that such tenant may continue payment of rent after “going dark,” may have a particularly negative effect on the economic performance of a retail property given the importance of anchor tenants, shadow anchor tenants and major tenants in attracting traffic to other stores within the same shopping center. In addition, the failure of one or more major tenants, such as an anchor or shadow anchor tenant, to operate from its premises may entitle other tenants to rent reductions or the right to terminate their leases. Significant factors determining the value of retail properties are:
● | the quality of the tenants; and |
● | the fundamental aspects of real estate such as location and market demographics. |
The correlation between the success of tenant businesses and property value is more direct with respect to retail properties than other types of commercial property because a significant component of the total rent paid by retail tenants is often tied to a percentage of gross sales. Significant tenants at a retail property play an important part in generating customer traffic and making a retail property a desirable location for other tenants at that property. Accordingly, retail properties may be adversely affected if a significant tenant ceases operations at those locations, which may occur on account of a voluntary decision not to renew a lease, bankruptcy or insolvency of the tenant, the tenant’s general cessation of business activities or for other reasons. In addition, some tenants at retail properties may be entitled to terminate their leases or pay reduced rent if an anchor tenant ceases operations at the property. In those cases, we cannot provide assurance that any anchor tenants will continue to occupy space in the related shopping centers.
Shopping centers, in general, are affected by the health of the retail industry. In addition, a shopping center may be adversely affected by the bankruptcy or decline in drawing power of an anchor tenant, the risk that an anchor tenant may vacate notwithstanding that tenant’s continuing
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obligation to pay rent, a shift in consumer demand due to demographic changes (for example, population decreases or changes in average age or income) and/or changes in consumer preference (for example, to discount retailers).
Unlike other income producing properties, retail properties also face competition from sources outside a given real estate market, such as:
● | catalogue retailers; |
● | home shopping networks; |
● | the internet; |
● | telemarketing; and |
● | outlet centers. |
Continued growth of these alternative retail outlets (which are often characterized by lower operating costs) could adversely affect the rents collectible at the retail properties which secure mortgage loans in a trust fund.
Special Risks of Mortgage Loans Secured by Hospitality Properties
Hospitality properties are affected by various factors, including:
● | location; |
● | quality; |
● | management ability; |
● | amenities; |
● | franchise affiliation (or lack thereof); |
● | continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives; |
● | a deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel; |
● | changes in travel patterns caused by changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors; |
● | adverse economic conditions, either local, regional or national, which may limit the amount that may be charged for a room and may result in a reduction in occupancy levels; and |
● | construction of competing hotels or motels, which may also limit the amount that may be charged for a room and may result in a reduction in occupancy levels. |
Because hotel rooms generally are rented for short periods of time, hospitality properties tend to be affected more quickly by adverse economic conditions and competition than other commercial properties.
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The performance of a hotel property affiliated with a franchise or hotel management company depends in part on:
● | the continued existence and financial strength of the franchisor or hotel management company; |
● | the public perception of the franchise or hotel chain service mark; and |
● | the duration of the franchise licensing or management agreements. |
Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable. Replacement franchises may require significantly higher fees.
The transferability of franchise license agreements may be restricted. In the event of a foreclosure, the lender or its agent may not have the right to use the franchise license without the franchisor’s consent. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace following a foreclosure.
Furthermore, the ability of a hotel to attract customers, and some of such hotel’s revenues, may depend in large part on its having a liquor license. Such a license may not be transferable (for example, in connection with a foreclosure).
Moreover, the hotel and lodging industry is generally seasonal in nature; different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. In addition, actual or potential acts of terrorism may have an adverse impact on the tourism and convention industry. See “—Terrorist Attacks and Military Conflicts May Adversely Affect Your Investment” above.
Special Risks of Mortgage Loans Secured by Office Properties
Mortgage loans secured by office properties may constitute a material concentration of the mortgage loans in a trust fund. Significant factors determining the value of office buildings include:
● | the quality of an office building’s tenants; |
● | the physical attributes of the building in relation to competing buildings; |
● | the desirability of the area as a business location; and |
● | the strength, stability and nature of the local economy (including labor costs and quality, tax environment and quality of life for employees). |
An economic decline in the business operated by the tenants may adversely affect an office building. That risk is increased if revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry.
Office buildings are also subject to competition with other office properties in the same market. Competition is affected by a property’s:
● | age; |
● | condition; |
● | design (e.g., floor sizes and layout); |
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● | access to transportation; and |
● | ability or inability to offer certain amenities to its tenants, including sophisticated building systems (such as fiber optic cables, satellite communications or other base building technological features). |
The success of an office building also depends on the local economy. A company’s decision to locate office headquarters in a given area, for example, may be affected by such factors as labor cost and quality, tax environment and quality of life issues such as schools and cultural amenities. A central business district may have an economy which is markedly different from that of a suburb. The local economy and the financial condition of the owner will impact on an office building’s ability to attract stable tenants on a consistent basis. In addition, the cost of refitting office space for a new tenant is often more costly than for other property types.
Special Risks Associated with Residential Healthcare Facilities
Residential healthcare facilities pose risks not associated with other types of income-producing real estate. Providers of long-term nursing care, assisted living and other medical services are subject to federal and state laws that relate to the adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies and additions to and maintenance of facilities and services. Providers also are affected by the reimbursement policies of private insurers to the extent that providers are dependent on patients whose fees are reimbursed by such insurers.
The failure of a borrower to maintain or renew any required license or regulatory approval could prevent it from continuing operations at a mortgaged property (in which case no revenues would be received from such mortgaged property or portion thereof requiring licensing) or, if applicable, bar it from participation in government reimbursement programs.
In the event of foreclosure, we cannot ensure that the trustee or any other purchaser at a foreclosure sale would be entitled to the rights under such licenses and such party may have to apply in its own right for such a license.
We also cannot provide assurance that a new license could be obtained or that the related mortgaged property would be adaptable to other uses following a foreclosure.
To the extent any residential healthcare facility receives a significant portion of its revenues from government reimbursement programs, primarily Medicaid and Medicare, such revenue may be subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings, policy interpretations, delays by fiscal intermediaries and government funding restrictions.
Governmental payors have employed cost-containment measures that limit payments to healthcare providers, and there are currently under consideration various proposals in the United States Congress that could materially change or curtail those payments. Accordingly, we can give no assurance that payments under government reimbursement programs will, in the future, be sufficient to fully reimburse the cost of caring for program beneficiaries. If not, net operating income of the mortgaged properties that receive substantial revenues from those sources, and consequently the ability of the related borrowers to meet their mortgage loan obligations, could be adversely affected.
Under applicable federal and state laws and regulations, including those that govern Medicare and Medicaid programs, only the provider who actually furnished the related medical goods and services may sue for or enforce its right to reimbursement. Accordingly, in the event of foreclosure, none of the trustee, the master servicer or a subsequent lessee or operator of the mortgaged property would generally be entitled to obtain from federal or state governments any outstanding reimbursement payments relating to services furnished at the respective properties prior to such foreclosure.
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Other factors that may adversely affect the value and successful operation of a residential healthcare property include:
● | increasing governmental regulation and supervision; |
● | a decline in the financial health, skill or reputation of the operator; |
● | increased operating expenses; and |
● | competing facilities owned by non-profit organizations or government agencies supported by endowments, charitable contributions, tax revenues, or other sources. |
Special Risks of Mortgage Loans Secured by Healthcare-Related Properties
The mortgaged properties may include healthcare-related facilities, including senior housing, assisted living facilities, skilled nursing facilities and acute care facilities.
● | Senior housing generally consists of facilities with respect to which the residents are ambulatory, handle their own affairs and typically are couples whose children have left the home and at which the accommodations are usually apartment style; |
● | Assisted living facilities are typically single or double room occupancy, dormitory-style housing facilities which provide food service, cleaning and some personal care and with respect to which the tenants are able to medicate themselves but may require assistance with certain daily routines; |
● | Skilled nursing facilities provide services to post trauma and frail residents with limited mobility who require extensive medical treatment; and |
● | Acute care facilities generally consist of hospital and other facilities providing short-term, acute medical care services. |
Certain types of healthcare-related properties, particularly acute care facilities, skilled nursing facilities and some assisted living facilities, typically receive a substantial portion of their revenues from government reimbursement programs, primarily Medicaid and Medicare. Medicaid and Medicare are subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings, policy interpretations, delays by fiscal intermediaries and government funding restrictions. Moreover, governmental payors have employed cost-containment measures that limit payments to healthcare providers, and there exist various proposals for national healthcare reform that could further limit those payments. Accordingly, we cannot provide assurance that payments under government reimbursement programs will, in the future, be sufficient to fully reimburse the cost of caring for program beneficiaries. If those payments are insufficient, net operating income of healthcare-related facilities that receive revenues from those sources may decline, which consequently could have an adverse affect on the ability of the related borrowers to meet their obligations under any mortgage loans secured by healthcare-related facilities.
Moreover, healthcare-related facilities are generally subject to federal and state laws that relate to the adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies and additions to facilities and services. In addition, facilities where such care or other medical services are provided are subject to periodic inspection by governmental authorities to determine compliance with various standards necessary to continued licensing under state law and continued participation in the Medicaid and Medicare reimbursement programs. Furthermore, under applicable federal and state laws and regulations, Medicare and Medicaid reimbursements are generally not permitted to be made to any person other than the provider who actually furnished the related medical goods and services. Accordingly, in the event of foreclosure, the trustee, the master servicer, the special servicer or a subsequent lessee or operator of any healthcare-related facility securing a defaulted mortgage loan generally would not be entitled to obtain from federal or state governments any outstanding reimbursement payments relating to services
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furnished at such property prior to foreclosure. Any of the aforementioned events may adversely affect the ability of the related borrowers to meet their mortgage loan obligations.
Providers of assisted living services are also subject to state licensing requirements in certain states. The failure of an operator to maintain or renew any required license or regulatory approval could prevent it from continuing operations at a healthcare-related facility or, if applicable, bar it from participation in government reimbursement programs. In the event of foreclosure, we cannot provide assurance that the trustee or any other purchaser at a foreclosure sale would be entitled to the rights under the licenses, and the trustee or other purchaser may have to apply in its own right for the applicable license. We cannot provide assurance that the trustee or other purchaser could obtain the applicable license or that the related mortgaged property would be adaptable to other uses.
Government regulation applying specifically to acute care facilities, skilled nursing facilities and certain types of assisted living facilities includes health planning legislation, enacted by most states, intended, at least in part, to regulate the supply of nursing beds. The most common method of control is the requirement that a state authority first make a determination of need, evidenced by its issuance of a certificate of need, before a long-term care provider can establish a new facility, add beds to an existing facility or, in some states, take certain other actions (for example, acquire major medical equipment, make major capital expenditures, add services, refinance long-term debt, or transfer ownership of a facility). States also regulate nursing bed supply in other ways. For example, some states have imposed moratoria on the licensing of new beds, or on the certification of new Medicaid beds, or have discouraged the construction of new nursing facilities by limiting Medicaid reimbursements allocable to the cost of new construction and equipment. In general, a certificate of need is site specific and operator specific; it cannot be transferred from one site to another, or to another operator, without the approval of the appropriate state agency. Accordingly, in the case of foreclosure upon a mortgage loan secured by a lien on a healthcare-related mortgaged property, the purchaser at foreclosure might be required to obtain a new certificate of need or an appropriate exemption. In addition, compliance by a purchaser with applicable regulations may in any case require the engagement of a new operator and the issuance of a new operating license. Upon a foreclosure, a state regulatory agency may be willing to expedite any necessary review and approval process to avoid interruption of care to a facility’s residents, but we cannot provide assurance that any state regulatory agency will do so or that the state regulatory agency will issue any necessary licenses or approvals.
Federal and state government “fraud and abuse” laws also apply to healthcare-related facilities. “Fraud and abuse” laws generally prohibit payment or fee-splitting arrangements between healthcare providers that are designed to induce or encourage the referral of patients to, or the recommendation of, a particular provider for medical products or services. Violation of these restrictions can result in license revocation, civil and criminal penalties, and exclusion from participation in Medicare or Medicaid programs. The state law restrictions in this area vary considerably from state to state. Moreover, the federal anti-kickback law includes broad language that potentially could be applied to a wide range of referral arrangements, and regulations designed to create “safe harbors” under the law provide only limited guidance. Accordingly, we cannot provide assurance that such laws will be interpreted in a manner consistent with the practices of the owners or operators of the healthcare-related mortgaged properties that are subject to those laws.
The operators of healthcare-related properties are likely to compete on a local and regional basis with others that operate similar facilities, some of which competitors may be better capitalized, may offer services not offered by such operators, or may be owned by non-profit organizations or government agencies supported by endowments, charitable contributions, tax revenues and other sources not available to such operators. The successful operation of a healthcare-related property will generally depend upon:
● | the number of competing facilities in the local market; |
● | the facility’s age and appearance; |
● | the reputation and management of the facility; |
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● | the types of services the facility provides; and |
● | where applicable, the quality of care and the cost of that care. |
The inability of a healthcare-related property to flourish in a competitive market may increase the likelihood of foreclosure on the related mortgage loan, possibly affecting the yield on one or more classes of the related series of offered certificates.
Special Risks of Mortgage Loans Secured by Warehouse and Self Storage Facilities
Mortgage loans secured by warehouse and self storage facilities may constitute a material concentration of the mortgage loans in a trust fund. The storage facilities market contains low barriers to entry.
Increased competition among self storage facilities may reduce income available to repay mortgage loans secured by a self storage facility. In addition, due to the short-term nature of self storage leases, mortgage loans secured by self storage properties also may be subject to more volatility in terms of supply and demand than loans secured by other types of properties.
Because of the construction utilized in connection with certain self storage facilities, it might be difficult or costly to convert such a facility to an alternative use. Thus, the liquidation value of self storage properties may be substantially less than would be the case if the same were readily adaptable to other uses.
In addition, it is difficult to assess the environmental risks posed by such facilities due to tenant privacy, anonymity and unsupervised access to such facilities. Therefore, such facilities may pose additional environmental risks to investors. The environmental site assessments discussed in the accompanying prospectus supplement did not include an inspection of the contents of the self storage units included in the self storage properties. We therefore cannot provide assurance that all of the units included in the self storage properties are free from hazardous substances or other pollutants or contaminants or will remain so in the future. See “—Environmental Conditions of the Mortgaged Properties May Subject the Trust Fund to Liability Under Federal and State Laws, Reducing the Value and Cash Flow of the Mortgaged Properties, Which May Result in Reduced Distributions on Your Offered Certificates” in the accompanying prospectus supplement.
In addition, to the extent that a self storage facility becomes a “real estate owned” property pursuant to the terms of the pooling and servicing agreement and is operated by the trust fund directly, all or some portion of net operating income, if any, earned with respect to such “real estate owned” property may be from the sale of personal property or the provision of services, and thus could be subject to tax at a 35% rate as “net income from foreclosure property”, or even possibly to the 100% tax rate applicable to “prohibited transactions” income of a REMIC.
Special Risks of Mortgage Loans Secured by Industrial and Mixed-Use Facilities
Mortgage loans secured by industrial and mixed-use facilities may constitute a material concentration of the mortgage loans in a trust fund. Significant factors determining the value of industrial properties include:
● | the quality of tenants; |
● | building design and adaptability; and |
● | the location of the property. |
Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties are more frequently dependent on a
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single tenant. In addition, properties used for many industrial purposes are more prone to environmental concerns than other property types.
Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are valuable to an industrial property include clear heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.
Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (e.g. a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for shorter periods of time and may result in a substantial percentage of leases expiring in the same year at any particular industrial property.
Special Risks Associated with Manufactured Housing Properties
Mortgage loans secured by liens on manufactured housing properties pose risks not associated with mortgage loans secured by liens on other types of income-producing real estate.
The successful operation of a manufactured housing property may depend upon the number of other competing residential developments in the local market, such as:
● | other manufactured housing properties; |
● | apartment buildings; and |
● | site-built single family homes. |
Other factors affecting the successful operation of a manufactured housing property may also include:
● | the physical attributes of the community, including its age and appearance; |
● | the location of the manufactured housing property; |
● | the ability of management to provide adequate maintenance and insurance; |
● | the types of services or amenities it provides; |
● | the property’s reputation; and |
● | state and local regulations, including rent control and rent stabilization. |
Manufactured housing properties are “special purpose” properties that generally can not be readily converted to general residential, retail or office use. Thus, if the operation of any of the manufactured housing properties becomes unprofitable due to competition, age of the improvements or other factors such that the borrower becomes unable to meet its obligations on the related mortgage loan, the liquidation value of that manufactured housing property may be substantially less, relative to the amount owing on the related mortgage loan, than would be the case if the manufactured housing property were readily adaptable to other uses.
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Poor Property Management Will Adversely Affect the Performance of the Related Mortgaged Property
Each mortgaged property securing a mortgage loan which has been sold into a trust fund is managed by a property manager (which generally is an affiliate of the borrower) or by the borrower itself. The successful operation of a real estate project is largely dependent on the performance and viability of the management of such project. The property manager is responsible for:
● | operating the property; |
● | providing building services; |
● | responding to changes in the local market; and |
● | planning and implementing the rental structure, including establishing levels of rent payments and advising the borrowers so that maintenance and capital improvements can be carried out in a timely fashion. |
We cannot provide assurance regarding the performance of any operators, leasing agents and/or property managers or persons who may become operators and/or property managers upon the expiration or termination of management agreements or following any default or foreclosure under a mortgage loan. In addition, the property managers are usually operating companies and unlike limited purpose entities, may not be restricted from incurring debt and other liabilities in the ordinary course of business or otherwise. There can be no assurance that the property managers will at all times be in a financial condition to continue to fulfill their management responsibilities under the related management agreements throughout the terms of those agreements.
Property Managers May Experience Conflicts of Interest in Managing Multiple Properties
The managers of the mortgaged properties securing mortgage loans included in the trust fund related to a particular series of certificates and the related borrowers may experience conflicts of interest in the management and/or ownership of such properties because:
● | a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers; |
● | these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties securing the mortgage loans included in the trust fund; and |
● | affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties. |
Condemnations of Mortgaged Properties May Result in Losses
From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing mortgage loans included in the trust fund related to a particular series of certificates. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generation from, the affected mortgaged property. Therefore, we cannot give assurances that the occurrence of any condemnation will not have a negative impact upon distributions on a particular series of certificates.
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Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default
Some of the mortgage loans included in a trust fund may not be fully amortizing (or may not amortize at all) over their terms to maturity and, thus, will require substantial principal payments (that is, balloon payments) at their stated maturity. Mortgage loans of this type involve a greater degree of risk than self-amortizing loans because the ability of a borrower to make a balloon payment typically will depend upon either:
● | its ability to fully refinance the mortgage loan; or |
● | its ability to sell the related mortgaged property at a price sufficient to permit the borrower to make the balloon payment. |
The ability of a borrower to accomplish either of these goals will be affected by a number of factors, including:
● | the value of the related mortgaged property; |
● | the level of available mortgage interest rates at the time of sale or refinancing; |
● | the borrower’s equity in the related mortgaged property; |
● | the financial condition and operating history of the borrower and the related mortgaged property; |
● | tax laws; |
● | rent control laws (with respect to certain residential properties); |
● | Medicaid and Medicare reimbursement rates (with respect to hospitals and nursing homes) (see “—Special risks Associated with Residential Healthcare Facilities” and “—Special Risks of Mortgage Loans Secured by Healthcare-Related Properties” above.); |
● | prevailing general economic conditions; and |
● | the availability of credit for loans secured by commercial or multifamily, as the case may be, real properties generally. |
Neither we nor our affiliates will be required to refinance any mortgage loan.
The Servicer Will Have Discretion to Handle or Avoid Obligor Defaults in a Manner Which May Be Adverse to Your Interests
If and to the extent specified in the accompanying prospectus supplement, the related pooling and servicing agreement will permit (within prescribed limits) the master servicer or a special servicer to extend and modify mortgage loans. We cannot provide assurance that any such extension or modification will increase the present value of receipts from or proceeds of the affected mortgage loans.
In addition, a master servicer or a special servicer may receive a workout fee based on receipts from or proceeds of such mortgage loans that would otherwise be payable to the certificateholders.
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Proceeds Received upon Foreclosure of Mortgage Loans Secured Primarily by Junior Mortgages May Result in Losses
To the extent specified in the accompanying prospectus supplement, some of the mortgage loans included in a trust fund may be secured primarily by junior mortgages. When liquidated, mortgage loans secured by junior mortgages are entitled to satisfaction from proceeds that remain from the sale of the related mortgaged property after the mortgage loans senior to such mortgage loans have been satisfied. If there are insufficient funds to satisfy both the junior mortgage loans and senior mortgage loans, the junior mortgage loans would suffer a loss and, accordingly, one or more classes of certificates would bear such loss. Therefore, any risks of deficiencies associated with first mortgage loans will be greater with respect to junior mortgage loans.
Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates
The prospectus supplement for the offered certificates of each series will describe any credit support provided with respect to those certificates. Use of credit support will be subject to the conditions and limitations described in this prospectus and in the accompanying prospectus supplement. Moreover, credit support may not cover all potential losses or risks; for example, credit support may or may not cover fraud or negligence by a mortgage loan originator or other parties.
A series of certificates may include one or more classes of subordinate certificates (which may include offered certificates), if so provided in the accompanying prospectus supplement. Although subordination is intended to reduce the risk to holders of senior certificates of delinquent distributions or ultimate losses, the amount of subordination will be limited and may decline under certain circumstances. In addition, if principal payments on one or more classes of certificates of a series are made in a specified order of priority, any limits with respect to the aggregate amount of claims under any related credit support may be exhausted before the principal of the lower priority classes of certificates of such series has been fully repaid. As a result, the impact of losses and shortfalls experienced with respect to the mortgage loans may fall primarily upon those classes of certificates having a lower priority of payment. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that such credit support will be exhausted by the claims of the holders of certificates of one or more other series.
Regardless of the form of credit enhancement provided, the amount of coverage will be limited in amount and in most cases will be subject to periodic reduction in accordance with a schedule or formula. The master servicer will generally be permitted to reduce, terminate or substitute all or a portion of the credit enhancement for any series of certificates if all rating agencies hired by us to rate any class of the certificates indicate that the then-current rating of those certificates will not be adversely affected. None of the depositor, the master servicer or any of our or the master servicer’s affiliates will have any obligation to replace or supplement any credit enhancement.
Mortgagors of Commercial Mortgage Loans Are Sophisticated and May Take Actions Adverse to Your Interests
Mortgage loans made to partnerships, corporations or other entities may entail risks of loss from delinquency and foreclosure that are greater than those of mortgage loans made to individuals. The mortgagor’s sophistication and form of organization may increase the likelihood of protracted litigation or bankruptcy in default situations.
Assignment of Leases and Rents to Provide Further Security for Mortgage Loans Poses Special Risks
The mortgage loans included in any trust fund typically will be secured by an assignment of leases and rents pursuant to which the borrower assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived therefrom, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect
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rents. Such assignments are typically not perfected as security interests prior to the mortgagee’s taking possession of the related mortgaged property and/or appointment of a receiver. Some state laws may require that the mortgagee take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, bankruptcy or the commencement of similar proceedings by or in respect of the borrower may adversely affect the lender’s ability to collect the rents. See “Certain Legal Aspects of Mortgage Loans and Leases—Leases and Rents” in this prospectus.
Inclusion in a Trust Fund of Delinquent Mortgage Loans May Adversely Affect the Rate of Defaults and Prepayments on the Mortgage Loans
If so provided in the accompanying prospectus supplement, the trust fund for a series of certificates may include mortgage loans that are delinquent as of the date they are deposited in the trust fund. A mortgage loan will be considered “delinquent” if it is 30 days or more past its most recently contractual scheduled payment date in payment of all amounts due according to its terms. In any event, at the time of its creation, the trust fund will not include delinquent loans which by principal amount are more than 20% of the aggregate principal amount of all mortgage loans in the trust fund related to a particular series of certificates. If so specified in the accompanying prospectus supplement, the servicing of such mortgage loans will be performed by a special servicer.
Credit support provided with respect to a series of certificates may not cover all losses related to delinquent mortgage loans, and investors should consider the risk that the inclusion of such mortgage loans in the trust fund may adversely affect the rate of defaults and prepayments on the mortgage loans in the trust fund and the yield on the offered certificates of such series.
Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs
If an adverse environmental condition exists with respect to a mortgaged property securing a mortgage loan included in a trust fund, the trust fund may be subject to certain risks including the following:
● | a reduction in the value of such mortgaged property which may make it impractical or imprudent to foreclose against such mortgaged property; |
● | the potential that the related borrower may default on the related mortgage loan due to such borrower’s inability to pay high remediation costs or costs of defending lawsuits due to an environmental impairment or difficulty in bringing its operations into compliance with environmental laws; |
● | liability for clean-up costs or other remedial actions, which could exceed the value of such mortgaged property or the unpaid balance of the related mortgage loan; and |
● | the inability to sell the related mortgage loan in the secondary market or to lease such mortgaged property to potential tenants. |
Under certain federal, state and local laws, federal, state and local agencies may impose a statutory lien over affected property to secure the reimbursement of remedial costs incurred by these agencies to correct adverse environmental conditions. This lien may be superior to the lien of an existing mortgage. Any such lien arising with respect to a mortgaged property securing a mortgage loan included in the trust fund would adversely affect the value of such mortgaged property and could make impracticable the foreclosure by the special servicer on such mortgaged property in the event of a default by the related borrower.
Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property, as well as certain other types of parties, may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances on, under, adjacent to or in
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such property. The cost of any required investigation, delineation and/or remediation and the owner’s liability therefore is generally not limited under applicable laws.
Such liability could exceed the value of the property and/or the aggregate assets of the owner. Under some environmental laws, a secured lender (such as the trust fund) may be found to be an “owner” or “operator” of the related mortgaged property if it is determined that the lender actually participated in the hazardous waste management of the borrower, regardless of whether the borrower actually caused the environmental damage. In such cases, a secured lender may be liable for the costs of any required investigation, removal or remediation of hazardous substances. The trust fund’s potential exposure to liability for environmental costs will increase if the trust fund, or an agent of the trust fund, actually takes possession of a mortgaged property or control of its day-to-day operations. See “Certain Legal Aspects of Mortgage Loans and Leases—Environmental Considerations” in this prospectus and “Description of the Mortgage Pool—Assessments of Property Value and Condition—Environmental Assessments” in the accompanying prospectus supplement.
A third-party environmental consultant conducted an environmental site assessment (or updated a previously conducted environmental site assessment) with respect to each mortgaged property securing a mortgage loan included in the trust fund related to a particular series of certificates.
Such assessments do not generally include invasive environmental testing. In each case where the environmental site assessment or update revealed a material adverse environmental condition or circumstance at any mortgaged property, then (depending on the nature of the condition or circumstance) one or more of the following actions has been or is expected to be taken:
● | an environmental consultant investigated those conditions and recommended no further investigations or remediation; |
● | an environmental insurance policy, having the characteristics described below, was obtained from a third-party insurer; |
● | either (i) an operations and maintenance program, including, in several cases, with respect to asbestos-containing materials, lead-based paint, microbial matter and/or radon, or periodic monitoring of nearby properties, has been or is expected to be implemented in the manner and within the time frames specified in the related loan documents, or (ii) remediation in accordance with applicable law or regulations has been performed, is currently being performed or is expected to be performed either by the borrower or by the party responsible for the contamination; |
● | an escrow or reserve was established to cover the estimated cost of remediation, with each remediation required to be completed within a reasonable time frame in accordance with the related loan documents; |
● | the related borrower or other responsible party having financial resources reasonably estimated to be adequate to address the related condition or circumstance is required to take (or is liable for the failure to take) actions, required by the applicable governmental regulatory authority or any environmental law or regulation; or |
● | any other actions described in the related prospectus supplement. |
We cannot provide assurance, however, that the environmental assessments identified all environmental conditions and risks, that the related borrowers will implement all recommended operations and maintenance plans, that such plans will adequately remediate the environmental condition, or that any environmental indemnity, insurance or escrow will fully cover all potential environmental conditions and risks. In addition, the environmental condition of the underlying real properties could be adversely affected by tenants or by the condition of land or operations in the vicinity of the properties, such as underground storage tanks.
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The pooling and servicing agreement will require that the special servicer obtain an environmental site assessment of a mortgaged property securing a mortgage loan included in the trust fund prior to taking possession of the property through foreclosure or otherwise or assuming control of its operation. Such requirement effectively precludes enforcement of the security for the related mortgage note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust fund will become liable for a material adverse environmental condition at the mortgaged property. However, we cannot give assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust fund from potential liability for a materially adverse environmental condition at any mortgaged property. See “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” and “Certain Legal Aspects of Mortgage Loans and Leases—Environmental Considerations” in this prospectus and “Risk Factors—Environmental Conditions of the Mortgaged Properties May Subject the Trust Fund to Liability Under Federal and State Laws, Reducing the Value and Cash Flow of the Mortgaged Properties, Which May Result in Reduced Distributions on Your Offered Certificates” in the accompanying prospectus supplement.
State and Federal Laws Applicable to Foreclosure Actions May Affect the Timing of Distributions on Your Certificates
The ability to realize upon the mortgage loans may be limited by the application of state laws. For example, some states, including California, have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. The special servicer may need to obtain advice of counsel prior to enforcing any of the trust fund’s rights under any of the mortgage loans that include mortgaged properties where the rule could be applicable. In the case of a mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure. The application of other state and federal laws may delay or otherwise limit the ability to realize on the mortgage loans.
We Have Not Re-Underwritten Any of the Mortgage Loans
We have not re-underwritten the mortgage loans included in the trust fund related to a particular series of certificates. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the mortgage loan sellers’ respective obligations to repurchase, cure or substitute a mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the interests of the certificateholders. These representations and warranties do not cover all of the matters that we would review in underwriting a mortgage loan and you should not view them as a substitute for re-underwriting the mortgage loans. If we had re-underwritten the mortgage loans included in the trust fund, it is possible that the re-underwriting process may have revealed problems with a mortgage loan not covered by the representations or warranties given by the mortgage loan sellers. In addition, we cannot provide assurance that the mortgage loan sellers will be able to repurchase or substitute a mortgage loan if a representation or warranty has been breached. See “Description of the Mortgage Pool—Representations and Warranties” and “—Cures, Repurchases and Substitutions” in the accompanying prospectus supplement.
Foreclosure on Mortgaged Properties May Result in Adverse Tax Consequences
One or more of the REMICs established under the pooling and servicing agreement related to any series of certificates might become subject to federal (and possibly state or local) tax on certain of its net income from the operation and management of a mortgaged property subsequent to the trust fund’s acquisition of a mortgaged property pursuant to a foreclosure or deed in lieu of foreclosure. Any such tax would substantially reduce net proceeds available for distribution to that series of certificates. See “Material Federal Income Tax Consequences—REMICs—Taxation of Owners of REMIC Regular Certificates” and “—Taxation of Owners of REMIC Residual Certificates” in this prospectus.
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State and Local Transfer Taxes May Apply to Transfers of Property in a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds
Many jurisdictions impose real property transfer taxes or recording fees on transfers of real property in a foreclosure, by a deed in lieu of foreclosure or by similar process, and make the transferee either jointly liable with the transferor for the tax or fee, or liable for the tax or fee in the event the transferor fails to pay it. Such taxes and fees can be significant in amount, and in those jurisdictions in which they are imposed, reduce the net proceeds realized by a lender in liquidating the real property securing the related mortgage loan.
Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses
The master servicer and/or special servicer will generally be required to cause the borrower on each mortgage loan included in the trust fund related to any series of certificates and serviced by it to maintain such insurance coverage on the related mortgaged property as is required under the related mortgage, including hazard insurance; provided that each of the master servicer and/or the special servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any mortgaged property by acquiring a blanket or master single interest insurance policy. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements on the related mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. The mortgage loans generally do not require earthquake insurance.
Although the policies covering the mortgaged properties are underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore do not contain identical terms and conditions, most such policies typically may not cover any physical damage resulting from:
● | war; |
● | terrorism; |
● | revolution; |
● | governmental actions; |
● | floods, and other water-related causes; |
● | earth movement (including earthquakes, landslides and mud flows); |
● | wet or dry rot; |
● | vermin; |
● | domestic animals; |
● | sink holes or similarly occurring soil conditions; and |
● | other kinds of risks not specified in the preceding paragraph. |
Pursuant to the terms of the pooling and servicing agreement, the master servicer or the special servicer may not be required to maintain insurance covering terrorist or similar acts, nor will it be required to call a default under a mortgage loan, if the related borrower fails to maintain such insurance (even if required to do so under the related loan documents) if a determination is made that either—
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● | such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the region in which such mortgaged property is located; or |
● | such insurance is not available at any rate. |
In addition, with respect to certain mortgage loans, the mortgagee may have waived the right to require terrorism insurance or may have limited the circumstances under which terrorism insurance is required.
Any losses incurred with respect to mortgage loans included in the trust fund due to uninsured risks or insufficient hazard insurance proceeds could adversely affect distributions on your certificates. See “Risk Factors—Risks Related to the Mortgage Loans—The Absence of or Inadequacy of Insurance Coverage on the Property May Adversely Affect Distributions on Your Certificates” in the accompanying prospectus supplement.
Rights Against Tenants May Be Limited if Leases Are Not Subordinate to the Mortgage or Do Not Contain Attornment Provisions
Some (but not all) of the tenant leases contain provisions that require the tenant to attorn to (that is, recognize as landlord under the lease) a successor owner of the property following foreclosure. Some (but not all) of the leases may be either subordinate to the liens created by the mortgage loans or else contain a provision that requires the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement.
In some states, if tenant leases are subordinate to the liens created by the mortgage loans and such leases do not contain attornment provisions, such leases may terminate upon the transfer of the property to a foreclosing lender or purchaser at foreclosure. Accordingly, in the case of the foreclosure of a mortgaged property located in such a state and leased to one or more desirable tenants under leases that do not contain attornment provisions, such mortgaged property could experience a further decline in value if such tenants’ leases were terminated (e.g., if such tenants were paying above-market rents).
If a lease is senior to a mortgage, the lender will not (unless it has otherwise agreed with the tenant) possess the right to dispossess the tenant upon foreclosure of the property, and if the lease contains provisions inconsistent with the mortgage (e.g., provisions relating to application of insurance proceeds or condemnation awards), the provisions of the lease will take precedence over the provisions of the mortgage.
The Borrower’s Form of Entity May Cause Special Risks
Most of the borrowers for mortgage loans related to a particular series of certificates are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally do not have personal assets and creditworthiness at stake. Terms of mortgage loans to legal entities generally, but not in all cases, require that the borrowers covenant to be single-purpose entities, although in many cases the borrowers are not required to observe all covenants and conditions that typically are required in order for them to be viewed under standard rating agency criteria as “single-purpose entities”.
In general, but not in all cases, borrowers’ organizational documents or the terms of mortgage loans made to legal entities limit their activities to the ownership of only the related property or properties and limit the borrowers’ ability to incur additional indebtedness or create or allow any encumbrance on the properties to secure additional indebtedness or obligations of other entities. These provisions are designed to mitigate the possibility that the borrowers’ financial condition would be adversely impacted by factors unrelated to the mortgaged property and the mortgage loan in the pool. However, we cannot assure you that the related borrowers will comply with these requirements.
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Also, although a borrower may currently be a single-purpose entity, in many cases, that borrower may not have originally been a single-purpose entity, but at origination of the related mortgage loan its organizational documents were amended. That borrower may also have previously owned property other than the related property or it is a “recycled” single-purpose vehicle, that previously had other liabilities. In addition, in some cases, during the period prior to the origination of the mortgage loan, that borrower did not observe all covenants that typically are required to consider a borrower a “single-purpose entity”. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage.
Many of the borrowers for mortgage loans related to a particular series of certificates are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be:
● | operating entities with businesses distinct from the operation of the mortgaged property with the associated liabilities and risks of operating an ongoing business; or |
● | individuals that have personal liabilities unrelated to the mortgaged property. |
However, any borrower, even a single-purpose entity structured to limit the possibility of becoming insolvent or bankrupt, will be subject to certain potential liabilities and risks. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.
The organizational documents of a borrower may also contain requirements that there be one or two independent directors, managers or trustees (depending on the entity form of such borrower) whose vote is required before the borrower files a voluntary bankruptcy or insolvency petition or otherwise institutes insolvency proceedings. Generally, but not always, the independent directors, managers or trustees may only be replaced by certain other independent successors. Although the requirement of having independent directors, managers or trustees is designed to lessen the risk of a voluntary bankruptcy filing by a solvent borrower, the independent directors, managers or trustees may determine in the exercise of their fiduciary duties to the applicable borrower that a bankruptcy filing is an appropriate course of action to be taken by such borrower. Such determination might take into account the interests and financial condition of such borrower’s parent entities and such parent entities’ other subsidiaries in addition to those of the borrower, such that the financial distress of an affiliate of a borrower might increase the likelihood of a bankruptcy filing by a borrower. In any event, we cannot assure you that a borrower will not file for bankruptcy protection, that creditors of a borrower will not initiate a bankruptcy or similar proceeding against such borrower, or that, if initiated, a bankruptcy case of the borrower could be dismissed. For example, in the recent bankruptcy case ofIn Re General Growth Properties, Inc., notwithstanding that the subsidiaries were special purpose entities with independent directors, the parent entity caused numerous property-level, special purpose subsidiaries to file for bankruptcy protection. Nonetheless, the United States Bankruptcy Court for the Southern District of New York denied various lenders’ motions to dismiss the special purpose entity subsidiaries’ cases as bad faith filings. In denying the motions, the bankruptcy court stated that the fundamental and bargained-for creditor protections embedded in the special purpose entity structures at the property level would remain in place during the pendency of the chapter 11 cases. Those protections included adequate protection of the lenders’ interest in their collateral and protection against the substantive consolidation of the property-level debtors with any other entities. The moving lenders had argued that the 20 property-level bankruptcy filings were premature and improperly sought to restructure the debt of solvent entities for the benefit of equity holders. However, the Bankruptcy Code does not require that a voluntary debtor be insolvent or unable to pay its debts currently in order to be eligible for relief and generally a bankruptcy petition will not be dismissed for bad faith if the debtor has a legitimate rehabilitation objective. Accordingly, after finding that the relevant debtors were experiencing varying degrees of financial distress due to factors such as cross-defaults, a need to refinance in the near term (i.e., within one to four years), and other
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considerations, the bankruptcy court noted that it was not required to analyze in isolation each debtor’s basis for filing. In the court’s view, the critical issue was whether a parent company that had filed its bankruptcy case in good faith could include in the filing subsidiaries that were crucial to the parent’s reorganization. As demonstrated in the General Growth Properties bankruptcy case, although special purpose entities are designed to mitigate the bankruptcy risk of a borrower, special purpose entities can become debtors in bankruptcy under various circumstances.
Furthermore, with respect to any affiliated borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates. See “Certain Legal Aspects of Mortgage Loans and Leases—Bankruptcy Laws” in this prospectus.
Bankruptcy Proceedings Entail Certain Risks
Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a mortgagee from foreclosing on the mortgaged property (subject to certain protections available to the mortgagee). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property, which would make the mortgagee a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) otherwise alter the mortgage loan’s repayment schedule.
Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower’s trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.
Under federal bankruptcy law, the mortgagee will be stayed from enforcing a borrower’s assignment of rents and leases. Federal bankruptcy law also may interfere with the master servicer’s or special servicer’s ability to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses.
Additionally, pursuant to subordination agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the event of the borrower’s bankruptcy, a court will enforce such restrictions against a subordinated lender.
In its decision inIn re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee’s claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender’s objections.
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As a result of the foregoing, the trustee’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed.
If Mortgaged Properties Are Not in Compliance With Current Zoning Laws, You May Not Be Able to Restore Compliance Following a Casualty Loss
Due to changes in applicable building and zoning ordinances and codes which have come into effect after the construction of improvements on certain of the mortgaged properties, some improvements may not comply fully with current zoning laws (including density, use, parking and set-back requirements) but may qualify as permitted non-conforming uses. Such changes may limit the ability of the related mortgagor to rebuild the premises “as is” in the event of a substantial casualty loss. Such limitations may adversely affect the ability of the mortgagor to meet its mortgage loan obligations from cash flow. Insurance proceeds may not be sufficient to pay off such mortgage loan in full. In addition, if the mortgaged property were to be repaired or restored in conformity with then current law, its value could be less than the remaining balance on the mortgage loan and it may produce less revenue than before such repair or restoration.
Restrictions on Certain of the Mortgaged Properties May Limit Their Use
Certain of the mortgaged properties securing mortgage loans included in the trust fund related to a particular series of certificates which are non-conforming may not be “legal non-conforming” uses. The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming” use may adversely affect the market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used.
In addition, certain of the mortgaged properties securing mortgage loans included in the trust fund related to a particular series of certificates may be subject to certain use restrictions imposed pursuant to restrictive covenants, governmental requirements, reciprocal easement agreements or, in the case of those mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where the mortgaged property does not represent the entire condominium building or operating agreements. Such use restrictions may include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.
Enforceability of Due-on-Sale Clauses and Assignments of Leases and Rents is Limited
The mortgages securing the mortgage loans included in the trust fund related to a particular series of certificates generally contain due-on-sale clauses, which permit the acceleration of the maturity of the related mortgage loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property in a prohibited manner without the consent of the mortgagee. There also may be limitations on the enforceability of such clauses. The mortgages also generally include a debt-acceleration clause, which permits the acceleration of the related mortgage loan upon a monetary or non-monetary default by the borrower. The courts of all states will generally enforce clauses providing for acceleration in the event of a material payment default, but may refuse the foreclosure of a mortgaged property when acceleration of the indebtedness would be inequitable or unjust or the circumstances would render acceleration unconscionable. However, certain of the mortgage loans included in the trust fund related to a particular series of certificates permit one or more transfers of the related mortgaged property or transfer of a controlling interest in the related borrower to pre-approved transferees or pursuant to pre-approved conditions set forth in the related mortgage loan documents without the mortgagee’s approval. See “Certain Legal Aspects of Mortgage Loans and Leases—Due-on-Sale and Due-on-Encumbrance” above.
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The mortgage loans included in the trust fund related to a particular series of certificates may also be secured by an assignment of leases and rents, which pose special risks as described above under “—Assignment of Leases and Rents to Provide Further Security for Mortgage Loans Poses Special Risks” in this prospectus.
Inspections of the Mortgaged Properties Were Limited
The mortgaged properties related to mortgage loans included in the trust fund related to a particular series of certificates were inspected by licensed engineers in connection with the origination of the mortgage loans to assess the structure, exterior walls, roofing interior construction, mechanical and electrical systems and general condition of the site, buildings and other improvements located on the mortgaged properties. We cannot provide assurance that all conditions requiring repair or replacement have been identified in such inspections.
Litigation Concerns
From time to time, there may be legal proceedings pending, threatened against the borrowers, managers, sponsors and their respective affiliates relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors and respective affiliates, and certain of the borrowers, managers, sponsors and their respective affiliates are subject to legal proceedings relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors or their respective affiliates. In addition, certain borrowers, managers and their respective affiliates may be or have been subject to investigation, civil penalty, criminal penalty or enforcement. It is possible that such proceedings may have a material adverse effect on any borrower’s, manager’s or sponsor’s ability to meet their obligations under the related mortgage loan and, thus, on distributions on your certificates.
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DESCRIPTION OF THE TRUST FUNDS
General
The primary assets of each trust fund will consist of mortgage assets which include (i) one or more multifamily and/or commercial mortgage loans, (ii) CMBS, (iii) direct obligations of the United States or other government agencies, or (iv) a combination of the assets described in clauses (i), (ii) and (iii). Each trust fund will be established by the depositor. Each mortgage asset will be selected by the depositor for inclusion in a trust fund from among those purchased, either directly or indirectly, from a prior holder thereof, which may or may not be the originator of such mortgage loan or the issuer of such CMBS and may be an affiliate of the depositor. The mortgage loans will not be guaranteed or insured by the depositor or any of its affiliates or, unless otherwise provided in the accompanying prospectus supplement, by any governmental agency or instrumentality or by any other person. The discussion below under the heading “—Mortgage Loans—Leases”, unless otherwise noted, applies equally to mortgage loans underlying any CMBS included in a particular trust fund.
Mortgage Loans—Leases
General. The mortgage loans will be evidenced by mortgage notes secured by mortgages or deeds of trust or similar security instruments that create first or junior liens on, or installment contracts for the sale of, mortgaged properties consisting of (i) multifamily properties, which are residential properties consisting of five or more rental or cooperatively owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures, or (ii) commercial properties, which include office buildings, retail stores, hotels or motels, nursing homes, hospitals or other healthcare-related facilities, mobile home parks and manufactured housing communities, warehouse facilities, mini-warehouse facilities, self storage facilities, industrial plants, mixed use or other types of income-producing properties or unimproved land. The multifamily properties may include mixed commercial and residential structures and may include apartment buildings owned by private cooperative housing corporations. If so specified in the accompanying prospectus supplement, each mortgage will create a first priority mortgage lien on a mortgaged property. A mortgage may create a lien on a borrower’s leasehold estate in a property; however, unless otherwise specified in the accompanying prospectus supplement, the term of any such leasehold will exceed the term of the mortgage note by at least ten years. Each mortgage loan will have been originated by a person other than the depositor; however, the originator of any mortgage loan may be or may have been one of the depositor’s affiliates.
If so specified in the accompanying prospectus supplement, mortgage assets for a series of certificates may include mortgage loans made on the security of real estate projects under construction. In that case, the accompanying prospectus supplement will describe the procedures and timing for making disbursements from construction reserve funds as portions of the related real estate project are completed. In addition, the mortgage assets may include mortgage loans that are delinquent as of the date of issuance of a series of certificates. In that case, the accompanying prospectus supplement will set forth, as to each such mortgage loan, available information as to the period of such delinquency, any forbearance arrangement then in effect, the condition of the related mortgaged property and the ability of the mortgaged property to generate income to service the mortgage debt.
Leases. To the extent specified in the accompanying prospectus supplement, the commercial properties may be leased to lessees that occupy all or a portion of such properties. Pursuant to a lease assignment, the borrower may assign its right, title and interest as lessor under each lease and the income derived therefrom to the mortgagee, while retaining a license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the mortgagee or its agent is entitled to collect the rents from the lessee for application to the monetary obligations of the borrower. State law may limit or restrict the enforcement of the lease assignments by a mortgagee until it takes possession of the mortgaged property and/or a receiver is appointed. See “Certain Legal Aspects of Mortgage Loans and Leases—Leases and Rents” in this prospectus. Alternatively, to the
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extent specified in the accompanying prospectus supplement, the borrower and the mortgagee may agree that payments under leases are to be made directly to a servicer.
To the extent described in the accompanying prospectus supplement, the leases, which may include “bond-type” or “credit-type” leases, may require the lessees to pay rent that is sufficient in the aggregate to cover all scheduled payments of principal and interest on the mortgage loans and, in certain cases, their pro rata share of the operating expenses, insurance premiums and real estate taxes associated with the mortgaged properties. A “bond-type” lease is a lease between a lessor and a lessee for a specified period of time with specified rent payments that are at least sufficient to repay the related note(s). A bond-type lease requires the lessee to perform and pay for all obligations related to the leased premises and provides that, no matter what occurs with regard to the leased premises, the lessee is obligated to continue to pay its rent. A “credit-type” lease is a lease between a lessor and a lessee for a specified period of time with specified rent payments at least sufficient to repay the related note(s). A credit-type lease requires the lessee to perform and pay for most of the obligations related to the leased premises, excluding only a few landlord duties which remain the responsibility of the borrower/lessor. Leases (other than bond-type leases) may require the borrower to bear costs associated with structural repairs and/or the maintenance of the exterior or other portions of the mortgaged property or provide for certain limits on the aggregate amount of operating expenses, insurance premiums, taxes and other expenses that the lessees are required to pay.
If so specified in the accompanying prospectus supplement, under certain circumstances the lessees may be permitted to set off their rental obligations against the obligations of the borrowers under the leases. In those cases where payments under the leases (net of any operating expenses payable by the borrowers) are insufficient to pay all of the scheduled principal and interest on the mortgage loans, the borrowers must rely on other income or sources generated by the mortgaged property to make payments on the mortgage loan. To the extent specified in the accompanying prospectus supplement, some commercial properties may be leased entirely to one lessee. This is generally the case in bond-type leases and credit-type leases. In such cases, absent the availability of other funds, the borrower must rely entirely on rent paid by such lessee in order for the borrower to pay all of the scheduled principal and interest on the related commercial loan. To the extent specified in the accompanying prospectus supplement, some leases (not including bond-type leases) may expire prior to the stated maturity of the mortgage loan. In such cases, upon expiration of the leases the borrowers will have to look to alternative sources of income, including rent payment by any new lessees or proceeds from the sale or refinancing of the mortgaged property, to cover the payments of principal and interest due on the mortgage loans unless the lease is renewed. Some leases may provide that upon the occurrence of a casualty affecting a mortgaged property, the lessee will have the right to terminate its lease, unless the borrower, as lessor, is able to cause the mortgaged property to be restored within a specified period of time. Some leases may provide that it is the lessor’s responsibility to restore the mortgaged property to its original condition after a casualty. Some leases may provide that it is the lessee’s responsibility to restore the mortgaged property to its original condition after a casualty. Some leases may provide a right of termination to the lessee if a taking of a material or specified percentage of the leased space in the mortgaged property occurs, or if the ingress or egress to the leased space has been materially impaired.
Default and Loss Considerations with Respect to the Mortgage Loans. Mortgage loans secured by liens on income-producing properties are substantially different from loans which are secured by owner-occupied single-family homes. The repayment of a loan secured by a lien on an income producing property is typically dependent upon the successful operation of such property (that is, its ability to generate income). Moreover, some or all of the mortgage loans included in a trust fund may be non-recourse loans, which means that, absent special facts, recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that the borrower pledged to secure repayment of the mortgage loan.
Lenders typically look to the debt service coverage ratio of a loan secured by income-producing property as an important measure of the risk of default on such a loan. The “debt service coverage ratio” of a mortgage loan at any given time generally is the ratio of (i) the net operating income of the mortgaged property for a twelve-month period to (ii) the annualized debt service on the mortgage loan and on any other loan that is secured by a lien on the mortgaged property prior to the
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lien of the mortgage. As used herein, “net operating income” generally means, for any given period, the revenue derived from the use and operation of a mortgaged property, consisting primarily of rental income, less the sum of (a) assumed operating expenses (such as utilities, administrative expenses, repairs and maintenance, management fees and advertising), (b) fixed expenses, such as insurance, real estate taxes and, if applicable, ground lease payments, and (c) reserves for capital expenditures, including tenant improvement costs and leasing commissions. Net cash flow generally does not reflect interest expenses, non-cash items such as depreciation and amortization and other non-reoccurring expenses. An insufficiency of net operating income can be compounded or solely caused by an adjustable rate mortgage loan. As the primary source of the operating revenues of a non-owner occupied income-producing property, the condition of the applicable real estate market and/or area economy may effect rental income (and maintenance payments from tenant-stockholders of a private cooperative housing corporation). In addition, properties typically leased, occupied or used on a short-term basis, such as certain healthcare-related facilities, hotels and motels, and mini warehouse and self storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties typically leased, occupied or used for longer periods, such as warehouses, retail stores, office buildings and industrial plants. Commercial loans may be secured by owner-occupied mortgaged properties or mortgaged properties leased to a single tenant. Accordingly, a decline in the financial condition of the mortgagor or single tenant, as applicable, may have a disproportionately greater effect on the net operating income from such mortgaged properties than the case of mortgaged properties with multiple tenants.
The debt service coverage ratio should not be relied upon as the sole measure of the risk of default of any mortgage loan, however, since other factors may outweigh a high debt service coverage ratio. With respect to a balloon mortgage loan, for example, the risk of default as a result of the unavailability of a source of funds to finance the related balloon payment at maturity on terms comparable to or better than those of the balloon mortgage loans could be significant even though the related debt service coverage ratio is high.
Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or changes in governmental rules, regulations and fiscal policies may also affect the risk of default on a mortgage loan. In some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/landlord, is responsible for payment of operating expenses. However, the existence of such “net of expense” provisions will result in stable net operating income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while continuing to make rent payments. See “—Leases” above.
While the duration of leases and the existence of any “net of expense” provisions are often viewed as the primary considerations in evaluating the credit risk of mortgage loans secured by certain income-producing properties, such risk may be affected equally or to a greater extent by changes in government regulation of the operator of the related mortgaged property. Examples of the latter include mortgage loans secured by healthcare-related facilities, the income from which and the operating expenses of which are subject to state and/or federal regulations, such as Medicare and Medicaid, and multifamily properties and mobile home parks, which may be subject to state or local rent control regulation and, in certain cases, restrictions on changes in use of the property. Low- and moderate-income housing in particular may be subject to legal limitations and regulations but, because of such regulations, may also be less sensitive to fluctuations in market rents generally.
Lenders also look to the loan-to-value ratio of a mortgage loan as a measure of risk of loss if a property must be liquidated following a default. The “loan-to-value ratio” for a mortgage loan at any given time generally is the ratio (expressed as a percentage) of (i) the then outstanding principal balance of the mortgage loan and the outstanding principal balance of any loan secured by a lien on the mortgaged property prior to the lien of the mortgage, to (ii) the value of the mortgaged property, which is generally its fair market value determined in an appraisal obtained by the originator at the origination of such mortgage loan. The lower the loan-to-value ratio, the greater the percentage of the borrower’s equity in a mortgaged property, and thus the greater the cushion provided to the lender against loss on liquidation following a default.
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Loan-to-value ratios will not necessarily constitute an accurate measure of the risk of liquidation loss in a pool of mortgage loans. For example, the value of a mortgaged property as of the date of initial issuance of the related series of certificates may be less than the fair market value of the mortgaged property determined in an appraisal determined at loan origination, and will likely continue to fluctuate from time to time based upon changes in economic conditions and the real estate market. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-producing properties are generally based on the market comparison method (recent resale value of comparable properties at the date of the appraisal), the cost replacement method (the cost of replacing the property at such date), the income capitalization method (a projection of value based upon the property’s projected net cash flow), or upon a selection from or interpolation of the values derived from such methods. Each of these appraisal methods can present analytical difficulties. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate. Where more than one of these appraisal methods are used and provide significantly different results, an accurate determination of value and, correspondingly, a reliable analysis of default and loss risks, is even more difficult.
While the depositor believes that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, there is no assurance that all of such factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See “Risk Factors—Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans” and “—Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default” in this prospectus.
Payment Provisions of the Mortgage Loans. Unless otherwise specified in the accompanying prospectus supplement, all of the mortgage loans will have original terms to maturity of not more than 40 years and will provide for scheduled payments of principal, interest or both, to be made on specified dates that occur monthly or quarterly or at such other interval as is specified in the accompanying prospectus supplement. A mortgage loan (i) may provide for no accrual of interest or for accrual of interest thereon at an interest rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed interest rate, or from a fixed to an adjustable interest rate, (ii) may provide for the formula, index or other method by which the interest rate will be calculated, (iii) may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization or accelerated amortization, (iv) may be fully amortizing over its term to maturity, or may provide for little or no amortization over its term and thus require a balloon payment on its stated maturity date, and (v) may contain a prohibition on prepayment for a specified lockout period or require payment of a prepayment premium or a yield maintenance penalty in connection with a prepayment, in each case as described in the accompanying prospectus supplement. A mortgage loan may also contain an equity participation provision that entitles the lender to a share of profits realized from the operation or disposition of the mortgaged property, as described in the accompanying prospectus supplement. If holders of any series or class of offered certificates will be entitled to all or a portion of a prepayment premium or an equity participation, the accompanying prospectus supplement will describe the prepayment premium and/or equity participation and the method or methods by which any such amounts will be allocated to holders.
Mortgage Loan Information in Prospectus Supplements. Each prospectus supplement will contain certain information pertaining to the mortgage loans in the related trust fund which will generally be current as of a date specified therein and, to the extent then applicable and known, will include the following: (i) the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans as of the applicable Cut-off Date, (ii) the type or types of property that provide security for repayment of the mortgage loans, (iii) the original and remaining terms to maturity of the mortgage loans and the seasoning of the mortgage loans, (iv) the earliest and latest origination date and maturity date and weighted average original and remaining terms to maturity of the mortgage loans, (v) the Cut-off Date loan-to-value ratio of each
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mortgage loan, (vi) the mortgage interest rates or range of mortgage interest rates and the weighted average mortgage interest rate carried by the mortgage loans, (vii) the geographic distribution of the mortgaged properties on a state-by-state basis, (viii) information with respect to the prepayment provisions, if any, of the mortgage loans, (ix) with respect to adjustable rate mortgage loans, the index or indices upon which such adjustments are based, the adjustment dates, the range of gross margins and the weighted average gross margin, and any limits on mortgage interest rate adjustments at the time of any adjustment and over the life of the adjustable rate mortgage loans, (x) underwritten debt service coverage ratios and (xi) information regarding the payment characteristics of the mortgage loans, including without limitation balloon payment and other amortization provisions. In appropriate cases, the accompanying prospectus supplement will also contain certain information available to the depositor that pertains to the provisions of leases and the nature of tenants of the mortgaged properties.
CMBS
CMBS may include (i) private (that is, not guaranteed or insured by the United States or any agency or instrumentality thereof) mortgage pass-through certificates or other mortgage-backed securities such as mortgage-backed securities that are similar to a series of certificates or (ii) certificates insured or guaranteed by Freddie Mac, Fannie Mae, Ginnie Mae or Farmer Mac, provided that each CMBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus.
The CMBS may have been issued in one or more classes with characteristics similar to the classes of certificates described in this prospectus. Distributions in respect of the CMBS will be made by the CMBS servicer, the CMBS trustee or CMBS certificate administrator on the dates specified in the accompanying prospectus supplement. The CMBS issuer or the CMBS servicer or another person specified in the accompanying prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the CMBS after a certain date or under other circumstances specified in the accompanying prospectus supplement.
Reserve funds, subordination or other credit support similar to that described for the certificates under “Description of Credit Support” in this prospectus may have been provided with respect to the CMBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have been hired by us to assign a rating to the CMBS, or by the initial purchasers of the CMBS.
Each prospectus supplement for certificates that evidence interests in CMBS will specify, to the extent available and deemed material, (i) the aggregate approximate initial and outstanding principal amount and type of the CMBS to be included in the trust fund, (ii) the original and remaining term to stated maturity of the CMBS, if applicable, (iii) the pass-through or bond rate of the CMBS or the formula for determining such rates, (iv) the payment characteristics of the CMBS, (v) the CMBS issuer, CMBS servicer, CMBS trustee and CMBS certificate administrator, (vi) a description of the credit support, if any, (vii) the circumstances under which the related underlying mortgage loans, or the CMBS themselves, may be purchased prior to their maturity, (viii) the terms on which mortgage loans may be substituted for those originally underlying the CMBS, (ix) the servicing fees payable under the CMBS agreement, (x) the type of information in respect of the underlying mortgage loans described under “—Mortgage Loans—Leases—Mortgage Loan Information in Prospectus Supplements” above and (xi) the characteristics of any cash flow agreements that relate to the CMBS.
To the extent required under the securities laws, CMBS included among the assets of a trust fund will (i) either have been registered under the Securities Act of 1933, as amended (the “Securities Act”), or be eligible for resale under Rule 144(k) under the Securities Act, and (ii) have been acquired in a bona fide secondary market transaction and not from the issuer or an affiliate.
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Collection Accounts
Each trust fund will include one or more collection accounts established and maintained on behalf of the certificateholders into which the person or persons designated in the accompanying prospectus supplement will, to the extent described in this prospectus and in the accompanying prospectus supplement, deposit all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund. A collection account may be maintained as an interest bearing or a non-interest bearing account, and funds held therein may be held as cash or invested in certain short-term, investment grade obligations, in each case as described in the accompanying prospectus supplement.
Credit Support
If so provided in the accompanying prospectus supplement, partial or full protection against certain defaults and losses on the mortgage assets in the trust fund may be provided to one or more classes of certificates in the form of subordination of one or more other classes of certificates or by one or more other types of credit support, such as overcollateralization, a letter of credit, insurance policy, guarantee or reserve fund, or through bonds, repurchase obligations or by a combination thereof. The amount and types of credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of credit support, if any, will be set forth in the accompanying prospectus supplement for the certificates of each series. The accompanying prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe in the same fashion any similar forms of credit support that are provided by or with respect to, or are included as part of the trust fund evidenced by or providing security for, such CMBS to the extent information is available and deemed material. The type, characteristic and amount of credit support will be determined based on the characteristics of the mortgage assets and other factors and will be established, in part, on the basis of requirements of each rating agency hired by us to rate a series of certificates. If so specified in the accompanying prospectus supplement, any credit support may apply only in the event of certain types of losses or delinquencies and the protection against losses or delinquencies provided by such credit support will be limited. See “Risk Factors—Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates” and “Description of Credit Support” in this prospectus.
Cash Flow Agreements
If so provided in the accompanying prospectus supplement, the trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate. The trust fund may also include interest rate exchange agreements, interest rate cap or floor agreements, currency exchange agreements or similar agreements designed to reduce the effects of interest rate or currency exchange rate fluctuations on the mortgage assets or on one or more classes of certificates. The principal terms of any guaranteed investment contract or other agreement, and the identity of the obligor under any guaranteed investment contract or other agreement, will be described in the accompanying prospectus supplement.
Pre-Funding
If so provided in the accompanying prospectus supplement, a trust fund may include amounts on deposit in a separate pre-funding account that may be used by the trust fund to acquire additional mortgage assets. Amounts in a pre-funding account will not exceed 25% of the pool balance of the trust fund as of the Cut-off Date. Additional mortgage assets will be selected using criteria that are substantially similar to the criteria used to select the mortgage assets included in the trust fund on the closing date. The trust fund may acquire such additional mortgage assets for a period of time of not more than 120 days after the closing date for the related series of certificates. Amounts on deposit in the pre-funding account after the end of the pre-funding period will be distributed to certificateholders or such other person as set forth in the accompanying prospectus supplement.
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In addition, a trust fund may include a separate capitalized interest account. Amounts on deposit in the capitalized interest account may be used to supplement investment earnings, if any, of amounts on deposit in the pre-funding account, supplement interest collections of the trust fund, or such other purpose as specified in the accompanying prospectus supplement. Amounts on deposit in the capitalized interest account and pre-funding account generally will be held in cash or invested in short-term investment grade obligations. Any amounts on deposit in the capitalized interest account will be released after the end of the pre-funding period as specified in the accompanying prospectus supplement. See “Risk Factors—Unused Amounts in Pre-Funding Accounts May Be Returned to You as a Prepayment” in this prospectus.
YIELD CONSIDERATIONS
General
The yield on any offered certificate will depend on the price paid by the certificateholder, the pass-through rate of the certificate and the amount and timing of distributions on the certificate. See “Risk Factors—Prepayments and Repurchases of the Mortgage Loans Will Affect the Timing of Your Cash Flow and May Affect Your Yield” in this prospectus. The following discussion contemplates a trust fund that consists solely of mortgage loans. While you generally can expect the characteristics and behavior of mortgage loans underlying CMBS to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the CMBS. If a trust fund includes CMBS, the accompanying prospectus supplement will discuss the effect that the CMBS payment characteristics may have on the yield to maturity and weighted average lives of the offered certificates.
Pass-Through Rate
The certificates of any class within a series may have a fixed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The accompanying prospectus supplement will specify the pass-through rate for each class of certificates or, in the case of a class of offered certificates with a variable or adjustable pass-through rate, the method of determining the pass-through rate; the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certificates; and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a cash flow agreement.
Payment Delays
A period of time will elapse between the date upon which payments on the mortgage loans in the related trust fund are due and the distribution date on which such payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certificateholders on or near the date they were due.
Shortfalls in Collections of Interest Resulting from Prepayments
When a borrower makes a principal prepayment on a mortgage loan in full or in part, the borrower is generally charged interest only for the period from the date on which the preceding scheduled payment was due up to the date of such prepayment, instead of for the full accrual period, that is, the period from the due date of the preceding scheduled payment up to the due date for the next scheduled payment. However, interest accrued on any series of certificates and distributable thereon on any distribution date will generally correspond to interest accrued on the principal balance of mortgage loans for their respective full accrual periods. Consequently, if a prepayment on any mortgage loan is distributable to certificateholders on a particular distribution date, but such prepayment is not accompanied by interest thereon for the full accrual period, the interest charged to the borrower (net of servicing and administrative fees) may be less than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If and to the extent
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that any prepayment interest shortfall is allocated to a class of offered certificates, the yield on the offered certificates will be adversely affected. The accompanying prospectus supplement will describe the manner in which any prepayment interest shortfalls will be allocated among the classes of certificates. If so specified in the accompanying prospectus supplement, the master servicer will be required to apply some or all of its servicing compensation for the corresponding period to offset the amount of any prepayment interest shortfalls. The accompanying prospectus supplement will also describe any other amounts available to offset prepayment interest shortfalls. See “Description of the Pooling and Servicing Agreements—Servicing Compensation and Payment of Expenses” in this prospectus.
Prepayment Considerations
A certificate’s yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation of those principal payments to reduce the principal balance (or notional amount, if applicable) of the certificate. The rate of principal payments on the mortgage loans will in turn be affected by the amortization schedules of the mortgage loans (which, in the case of adjustable rate mortgage loans, will change periodically to accommodate adjustments to their mortgage interest rates), the dates on which any balloon payments are due, and the rate of principal prepayments or other unscheduled collections on them (including for this purpose, any prepayments occurring by application of earnout reserves or performance holdback amounts if leasing criteria are not satisfied, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged properties, sales of mortgage loans following default or purchases or other removals of mortgage loans from the trust fund). In some cases, a mortgage loan’s amortization schedule will be recast upon the occurrence of certain events, including prepayments in connection with property releases. Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as discussed more fully below), it is impossible to predict with assurance a certificate’s yield to maturity.
The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certificates (or, in the case of a class of Stripped Interest Certificates, result in the reduction of the notional amount of the Stripped Interest Certificate). Further, an investor should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans in the trust fund could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a prepayment of principal on the mortgage loans is distributed on an offered certificate purchased at a discount or premium (or, if applicable, is allocated in reduction of the notional amount thereof), the greater will be the effect on the investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments (to the extent distributable in reduction of the principal balance or notional amount of the investor’s offered certificates) occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.
A class of certificates, including a class of offered certificates, may provide that on any distribution date the holders of certificates are entitled to a pro rata share of the prepayments (including prepayments occasioned by defaults) on the mortgage loans in the related trust fund that are distributable on that date, to a disproportionately large share (which, in some cases, may be all) of such prepayments, or to a disproportionately small share (which, in some cases, may be none) of the prepayments. As and to the extent described in the accompanying prospectus supplement, the entitlements of the various classes of certificateholders of any series to receive payments (and, in particular, prepayments) of principal of the mortgage loans in the related trust fund may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of a series of
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certificates) or subject to certain contingencies (e.g., prepayment and default rates with respect to the mortgage loans).
In general, the notional amount of a class of Stripped Interest Certificates will either (i) be based on the principal balances of some or all of the mortgage assets in the related trust fund or (ii) equal the principal balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on such Stripped Interest Certificates will be directly related to the amortization of the mortgage assets or classes of certificates, as the case may be. Thus, if a class of certificates of any series consists of Stripped Interest Certificates or Stripped Principal Certificates, a lower than anticipated rate of principal prepayments on the mortgage loans in the related trust fund will negatively affect the yield to investors in Stripped Principal Certificates, and a higher than anticipated rate of principal prepayments on the mortgage loans will negatively affect the yield to investors in Stripped Interest Certificates.
The depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of multifamily or commercial mortgage loans. However, the extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation, the availability of mortgage credit, the relative economic vitality of the area in which the mortgaged properties are located, the quality of management of the mortgaged properties, the servicing of the mortgage loans, possible changes in tax laws and other opportunities for investment. In addition, the rate of principal payments on the mortgage loans in any trust fund may be affected by the existence of lockout periods and requirements that principal prepayments be accompanied by prepayment premiums, and by the extent to which such provisions may be practicably enforced.
The rate of prepayment on a pool of mortgage loans is also affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. In addition, as prevailing market interest rates decline, even borrowers with adjustable rate mortgage loans that have experienced a corresponding interest rate decline may have an increased incentive to refinance for purposes of either (i) converting to a fixed rate loan and thereby “locking in” such rate or (ii) taking advantage of the initial “teaser rate” (a mortgage interest rate below what it would otherwise be if the applicable index and gross margin were applied) on another adjustable rate mortgage loan.
Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits. The depositor will make no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of the mortgage loans that will be paid as of any date or as to the overall rate of prepayment on the mortgage loans.
Weighted Average Life and Maturity
The rate at which principal payments are received on the mortgage loans in a trust fund will affect the ultimate maturity and the weighted average life of one or more classes of a series of certificates. Weighted average life refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar of the principal amount of such instrument is repaid to the investor.
The weighted average life and maturity of a class of certificates of a series will be influenced by the rate at which principal on the mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term “prepayment” includes voluntary prepayments, liquidations due to default and purchases of mortgage loans out of the trust fund), is paid to that class of certificateholders. Prepayment rates on loans are commonly measured relative to a prepayment
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standard or model, such as the CPR prepayment model or the SPA prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans for the life of those loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of loans in the first month of the life of the loans and an additional 0.2% per annum in each following month until the 30th month. Beginning in the 30th month, and in each following month during the life of the loans, 100% of SPA assumes a constant prepayment rate of 6% per annum each month.
Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA.
The accompanying prospectus supplement for each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates and the percentage of the initial principal balance of each class that would be outstanding on specified distribution dates based on the assumptions stated in the accompanying prospectus supplement, including assumptions that borrowers make prepayments on the mortgage loans at rates corresponding to various percentages of CPR or SPA, or at such other rates specified in the accompanying prospectus supplement. The tables and assumptions will illustrate the sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates.
Controlled Amortization Classes and Companion Classes
A series of certificates may include one or more controlled amortization classes that are designed to provide increased protection against prepayment risk by transferring that risk to one or more companion classes. Unless otherwise specified in the accompanying prospectus supplement, each controlled amortization class will either be a planned amortization class or a targeted amortization class. In general, distributions of principal on a planned amortization class of certificates are made in accordance with a specified amortization schedule so long as prepayments on the underlying mortgage loans occur within a specified range of constant prepayment rates and, as described below, so long as one or more companion classes remain to absorb excess cash flows and make up for shortfalls. For example, if the rate of prepayments is significantly higher than expected, the excess prepayments will be applied to retire the companion classes prior to reducing the principal balance of a planned amortization class. If the rate of prepayments is significantly lower than expected, a disproportionately large portion of prepayments may be applied to a planned amortization class. Once the companion classes for a planned amortization class are retired, the planned amortization class of certificates will have no further prepayment protection. A targeted amortization class of certificates is similar to a planned amortization class of certificates, but a targeted amortization class structure generally does not draw on companion classes to make up cash flow shortfalls, and will generally not provide protection to the targeted amortization class against the risk that prepayments occur more slowly than expected.
In general, the reduction of prepayment risk afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series (any of which may also be a class of offered certificates) which absorb a disproportionate share of the overall prepayment risk of a given structure. As more particularly described in the accompanying prospectus supplement, the holders of a companion class will receive a disproportionately large share of prepayments when the rate of prepayment exceeds the rate assumed in structuring the controlled amortization class, and (in the case of a companion class that supports a planned amortization class of certificates) a disproportionately small share of prepayments (or no prepayments) when the rate of prepayment falls
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below that assumed rate. Thus, as and to the extent described in the accompanying prospectus supplement, a companion class will absorb a disproportionate share of the risk that a relatively fast rate of prepayments will result in the early retirement of the investment, that is, “call risk,” and, if applicable, the risk that a relatively slow rate of prepayments will extend the average life of the investment, that is, “extension risk”, that would otherwise be allocated to the related controlled amortization class. Accordingly, companion classes can exhibit significant average life variability.
Other Factors Affecting Yield, Weighted Average Life and Maturity
Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the mortgage loan or to sell the related mortgaged property, there is a risk that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or a special servicer, to the extent and under the circumstances set forth in this prospectus and in the accompanying prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of the certificates and, if the certificates were purchased at a discount, reduce the yield thereon.
Negative Amortization. Mortgage loans that permit negative amortization can affect the weighted average life of a class of certificates. In general, mortgage loans that permit negative amortization by their terms limit the amount by which scheduled payments may adjust in response to changes in mortgage interest rates and/or provide that scheduled payment amounts will adjust less frequently than the mortgage interest rates. Accordingly, during a period of rising interest rates, the scheduled payment on a mortgage loan that permits negative amortization may be less than the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate. In that case, the mortgage loan balance would amortize more slowly than necessary to repay it over its schedule and, if the amount of scheduled payment were less than the amount necessary to pay current interest at the applicable mortgage interest rate, the mortgage loan balance would negatively amortize to the extent of the amount of the interest shortfall. Conversely, during a period of declining interest rates, the scheduled payment on a mortgage loan that permits negative amortization may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate. In that case, the excess would be applied to principal, thereby resulting in amortization at a rate faster than necessary to repay the mortgage loan balance over its schedule.
A slower or negative rate of mortgage loan amortization would correspondingly be reflected in a slower or negative rate of amortization for one or more classes of certificates of the related series. Accordingly, the weighted average lives of mortgage loans that permit negative amortization (and that of the classes of certificates to which any such negative amortization would be allocated or which would bear the effects of a slower rate of amortization on the mortgage loans) may increase as a result of such feature. A faster rate of mortgage loan amortization will shorten the weighted average life of the mortgage loans and, correspondingly, the weighted average lives of those classes of certificates then entitled to a portion of the principal payments on those mortgage loans. The accompanying prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series.
Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment
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plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series.
Losses and Shortfalls on the Mortgage Loans. The yield to holders of the offered certificates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage loans in the related trust fund and the timing of such losses and shortfalls. In general, the earlier that any such loss or shortfall occurs, the greater will be the negative effect on yield for any class of certificates that is required to bear the effects of the loss or shortfall.
The amount of any losses or shortfalls in collections on the mortgage loans in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support) will be allocated among the classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the accompanying prospectus supplement. As described in the accompanying prospectus supplement, such allocations may result in reductions in the entitlements to interest and/or principal balances of one or more classes of certificates, or may be effected simply by a prioritization of payments among the classes of certificates. The yield to maturity on a class of subordinate certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage assets in the related trust fund.
Additional Certificate Amortization. In addition to entitling certificateholders to a specified portion (which may range from none to all) of the principal payments received on the mortgage loans in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of a series, may provide for distributions of principal from (i) amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certificates, (ii) excess funds or (iii) any other amounts described in the accompanying prospectus supplement. In general, “excess funds” as used above will represent that portion of the amounts distributable in respect of the certificates of any series on any distribution date that represent (i) interest received or advanced on the mortgage loans in the related trust fund that is in excess of the interest currently distributable on that series of certificates, as well as any interest accrued but not currently distributable on any Accrual Certificates of that series or (ii) prepayment premiums, payments from equity participations entitling the lender to a share of profits realized from the operation or disposition of the mortgaged property, or any other amounts received on the mortgage assets in the trust fund that do not constitute interest thereon or principal thereof.
The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of certificates and, if those certificates were purchased at a premium, reduce the yield on those certificates. The accompanying prospectus supplement will discuss the relevant factors that you should consider in determining whether distributions of principal of any class of certificates out of such sources would have any material effect on the rate at which your certificates are amortized.
THE SPONSOR
The accompanying prospectus supplement will identify the sponsor or sponsors of the applicable series. Wells Fargo Bank, National Association (“Wells Fargo”), a national banking association, may be a sponsor. Wells Fargo is a national banking association and acquires and originates mortgage loans for public and private securitizations. Wells Fargo may also act as a mortgage loan seller and may act as the servicer, and/or the certificate administrator and/or the provider of any cashflow agreements with respect to the offered certificates. Wells Fargo is chartered and its business is subject to examination and regulation by the Office of the Comptroller of the Currency. Wells Fargo is a wholly-owned subsidiary of Wells Fargo & Company, which is a diversified financial services company organized under the laws of the State of Delaware and registered as a financial holding company and a bank holding company under the Bank Holding Company Act of 1956, as amended.
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Wells Fargo is an affiliate of the depositor and Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), which may be an underwriter with respect to one or more series of offered certificates.
Wells Fargo is also the successor by merger to Wachovia Bank, National Association, which, together with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), was previously a subsidiary of Wachovia Corporation. On December 31, 2008, Wachovia Corporation merged with and into Wells Fargo & Company. As a result of this transaction, the depositor, Wachovia Bank, National Association and Wells Fargo Securities, LLC became wholly owned subsidiaries of Wells Fargo & Company, and affiliates of Wells Fargo. On March 27, 2010, Wachovia Bank, National Association merged with and into Wells Fargo.
Additional information, including the most recent Form 10-K and Annual Report of Wells Fargo & Company, and additional annual, quarterly and current reports filed or furnished with the Securities and Exchange Commission (the “SEC”) by Wells Fargo & Company, as they become available, may be obtained without charge by each person to whom this prospectus is delivered upon written request of any such person to Corporate Secretary, Wells Fargo & Company, Wells Fargo Center, MAC #N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479.
THE DEPOSITOR
Wells Fargo Commercial Mortgage Securities, Inc., the depositor, is a North Carolina corporation organized on August 17, 1988. The depositor is an indirect, wholly-owned subsidiary of Wells Fargo & Company, an affiliate of Wells Fargo, which may be a sponsor, a mortgage loan seller, the servicer and/or the provider of any cashflow agreements with respect to one or more series of the offered certificates, and an affiliate of Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), which may be an underwriter with respect to one or more series of offered certificates.
The depositor was formerly known as Wachovia Commercial Mortgage Securities, Inc. The depositor is a direct, wholly-owned subsidiary of Wells Fargo as successor by merger to Wachovia Bank, National Association, which, together with Wells Fargo Securities, LLC (formerly known as Wachovia Capital Markets, LLC), was previously a subsidiary of Wachovia Corporation. On December 31, 2008, Wachovia Corporation merged with and into Wells Fargo & Company. As a result of this transaction, the depositor, Wachovia Bank, National Association and Wells Fargo Capital Markets, LLC became wholly owned subsidiaries of Wells Fargo & Company, and affiliates of Wells Fargo. On March 27, 2010, Wachovia Bank, National Association merged with and into Wells Fargo.
The depositor’s principal business is to acquire, hold and/or sell or otherwise dispose of cash flow assets, usually in connection with the securitization of those assets. The depositor is generally not engaged in any activities except those related to the securitization of assets. The depositor maintains its principal office at 301 South College Street, Charlotte, North Carolina 28288-0166. Its telephone number is 704-715-6133. There can be no assurance that the depositor will have any significant assets.
USE OF PROCEEDS
The net proceeds to be received from the sale of certificates will be applied by the depositor to the purchase of trust assets or will be used by the depositor for general corporate purposes. The depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will depend on a number of factors, including the volume of mortgage assets acquired by the depositor, prevailing interest rates, availability of funds and general market conditions.
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DESCRIPTION OF THE CERTIFICATES
General
In the aggregate, the certificates of each series of certificates will represent the entire beneficial ownership interest in the trust fund created pursuant to the related pooling and servicing agreement. Each series of certificates may consist of one or more classes of certificates (including classes of offered certificates), and such class or classes may (i) provide for the accrual of interest thereon at a fixed, variable or adjustable rate; (ii) be senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates; (iii) be entitled, as Stripped Principal Certificates, to distributions of principal with disproportionately small, nominal or no distributions of interest; (iv) be entitled, as Stripped Interest Certificates, to distributions of interest with disproportionately small, nominal or no distributions of principal; (v) provide for distributions of principal and/or interest thereon that commence only after the occurrence of certain events such as the retirement of one or more other classes of certificates of such series; (vi) provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund; (vii) provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology; and/or (viii) provide for distributions based on a combination of two or more components thereof with one or more of the characteristics described in this paragraph, including a Stripped Principal Certificate component and a Stripped Interest Certificate component, to the extent of available funds, in each case as described in the accompanying prospectus supplement. Any such classes may include classes of offered certificates. With respect to certificates with two or more components, references in this prospectus to principal balance, notional amount and pass-through rate refer to the principal balance, if any, notional amount, if any, and the pass-through rate, if any, for that component.
Each class of offered certificates of a series will be issued in minimum denominations corresponding to the principal balances or, in the case of Stripped Interest Certificates or REMIC residual certificates, notional amounts or percentage interests specified in the accompanying prospectus supplement. One or more classes of offered certificates of any series may be issued in fully registered, definitive form or may be offered in book-entry format through the facilities of DTC. The offered certificates of each series (if issued as definitive certificates) may be transferred or exchanged, subject to certain restrictions, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith. Interests in a class of book-entry certificates will be transferred on the book-entry records of DTC and its participating organizations. See “Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics” and “—The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates” in this prospectus.
Distributions
Distributions on the certificates of each series will be made by or on behalf of the trustee, or the certificate administrator or master servicer on each distribution date as specified in the accompanying prospectus supplement from the Available Distribution Amount for such series and such distribution date. The particular components of the Available Distribution Amount for any series on each related distribution date will be more specifically described in the related prospectus supplement.
Except as otherwise specified in the accompanying prospectus supplement, distributions on the certificates of each series (other than the final distribution in retirement of any certificate) will be made to the persons in whose names those certificates are registered on the record date, which is the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs, and the amount of each distribution will be determined as of the close of business on the determination date that is specified in the accompanying prospectus supplement. All distributions with respect to each class of certificates on each distribution date will be allocated pro rata among the outstanding certificates in that class. The trustee will make payments either by wire transfer in immediately available funds to the account of a certificateholder at a bank or other entity having appropriate facilities therefor, if such certificateholder has provided the trustee or other
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person required to make such payments with wiring instructions (which may be provided in the form of a standing order applicable to all subsequent distributions) no later than the date specified in the accompanying prospectus supplement (and, if so provided in the accompanying prospectus supplement, such certificateholder holds certificates in the requisite amount or denomination specified in the accompanying prospectus supplement), or by check mailed to the address of the certificateholder as it appears on the certificate register; provided, however, that the trustee will make the final distribution in retirement of any class of certificates (whether definitive certificates or book-entry certificates) only upon presentation and surrender of the certificates at the location specified in the notice to certificateholders of such final distribution.
Distributions of Interest on the Certificates
Each class of certificates of each series (other than certain classes of Stripped Principal Certificates and certain REMIC Residual Certificates that have no pass-through rate) may have a different pass-through rate which may be fixed, variable or adjustable. The accompanying prospectus supplement will specify the pass-through rate or, in the case of a variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class. The variable pass-through rates for any class of certificates in a particular series may be based on indices tied to the prime lending rate, the London inter-bank offered rate, the federal funds rate, the U.S. government Treasury bill rate (3-month or 6-month) or a standard index that measures interest in debt transactions. Unless otherwise specified in the accompanying prospectus supplement, interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
Distributions of interest in respect of the certificates of any class (other than any class of Accrual Certificates that will be entitled to distributions of accrued interest commencing only on the distribution date, or under the circumstances specified in the accompanying prospectus supplement, and other than any class of Stripped Principal Certificates or REMIC Residual Certificates that is not entitled to any distributions of interest) will be made on each distribution date based on the Accrued Certificate Interest for such class and such distribution date, subject to the sufficiency of the portion of the Available Distribution Amount allocable to such class on such distribution date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on that class will be added to the principal balance of that class on each distribution date. With respect to each class of certificates (other than some classes of Stripped Interest Certificates and REMIC Residual Certificates), Accrued Certificate Interest for each distribution date will be equal to interest at the applicable pass-through rate accrued for a specified period (generally the period between distribution dates) on the outstanding principal balance thereof immediately prior to such distribution date. Unless otherwise provided in the accompanying prospectus supplement, Accrued Certificate Interest for each distribution date on Stripped Interest Certificates will be similarly calculated except that it will accrue on a notional amount that is either (i) based on the principal balances of some or all of the mortgage assets in the related trust fund or (ii) equal to the principal balances of one or more other classes of certificates of the same series. Reference to a notional amount with respect to a class of Stripped Interest Certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal.
If so specified in the accompanying prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the principal balance of) one or more classes of the certificates of a series will be reduced to the extent that any prepayment interest shortfalls, as described under “Yield Considerations—Shortfalls in Collections of Interest Resulting from Prepayments”, exceed the amount of any sums (including, if and to the extent specified in the accompanying prospectus supplement, the master servicer’s servicing compensation) that are applied to offset such shortfalls. The particular manner in which prepayment interest shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the accompanying prospectus supplement. The accompanying prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the principal balance of) a class of offered certificates may be reduced as a result of any other contingencies, including delinquencies, losses and deferred interest on or in respect of the
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mortgage assets in the related trust fund. Unless otherwise provided in the accompanying prospectus supplement, any reduction in the amount of Accrued Certificate Interest otherwise distributable on a class of certificates by reason of the allocation to such class of a portion of any deferred interest on or in respect of the mortgage loans in the related trust fund may result in a corresponding increase in the principal balance of that class. See “Risk Factors—Prepayment and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield” and “Yield Considerations” in this prospectus.
Distributions of Principal on the Certificates
Each class of certificates of each series (other than certain classes of Stripped Interest Certificates or REMIC Residual Certificates) will have a principal balance which, at any time, will equal the then maximum amount that the holders of certificates of that class will be entitled to receive in respect of principal out of the future cash flow on the mortgage loans and other assets included in the related trust fund. The outstanding principal balance of a class of certificates will be reduced by distributions of principal made on those certificates from time to time and, if so provided in the accompanying prospectus supplement, further by any losses realized or certain trust fund expenses incurred in respect of the related mortgage assets allocated to those certificates from time to time. In turn, the outstanding principal balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets that is allocated to those certificates from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the distribution date on which distributions of interest on those Accrual Certificates are required to commence, by the amount of any Accrued Certificate Interest in respect thereof (reduced as described above). Unless otherwise provided in the accompanying prospectus supplement, the initial aggregate principal balance of all classes of a series of certificates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of the applicable Cut-off Date, after application of scheduled payments due on or before such date, whether or not received.
As and to the extent described in the accompanying prospectus supplement, distributions of principal with respect to a series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series entitled to distributions until the principal balances of those certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund, may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on such mortgage assets. In addition, distributions of principal with respect to one or more classes of controlled amortization certificates may be made, subject to available funds, based on a specified principal payment schedule and, with respect to one or more classes of companion classes of certificates, may be contingent on the specified principal payment schedule for a controlled amortization class of certificates of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Unless otherwise specified in the accompanying prospectus supplement, distributions of principal of any class of certificates will be made on a pro rata basis among all of the certificates belonging to that class.
Components
To the extent specified in the accompanying prospectus supplement, distribution on a class of certificates may be based on a combination of two or more different components as described under “—General” above. To that extent, the descriptions set forth under “—Distributions of Interest on the Certificates” and “—Distributions of Principal of the Certificates” above also relate to components of such a class of certificates. In such case, reference in those sections to principal balance and pass-through rate refer to the principal balance, if any, of any of the components and the pass-through rate, if any, on any component, respectively.
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Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations
If so provided in the accompanying prospectus supplement, prepayment premiums or payments in respect of equity participations entitling the lender to a share of profits realized from the operation or disposition of the mortgaged property received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in the accompanying prospectus supplement.
Allocation of Losses and Shortfalls
If so provided in the accompanying prospectus supplement for a series of certificates consisting of one or more classes of subordinate certificates, on any distribution date in respect of which losses or shortfalls in collections on the mortgage assets have been incurred, the amount of such losses or shortfalls will be borne first by a class of subordinate certificates in the priority and manner and subject to the limitations specified in the accompanying prospectus supplement. See “Description of Credit Support” in this prospectus for a description of the types of protection that may be included in shortfalls on mortgage assets comprising the trust fund.
Advances in Respect of Delinquencies
With respect to any series of certificates evidencing an interest in a trust fund, to the extent described in the accompanying prospectus supplement, a servicer or another entity described therein will be required as part of its servicing responsibilities to advance on or before each distribution date its own funds or funds held in the related collection account that are not required to be paid on the certificates on such distribution date, in an amount equal to the aggregate of payments of principal (other than any balloon payments) and interest (net of related servicing fees) that were due on the mortgage loans in the trust fund and were delinquent on the related determination date, subject to the servicer’s (or another entity’s) good faith determination that such advances will be reimbursable from the loan proceeds. In the case of a series of certificates that includes one or more classes of subordinate certificates and, if so provided in the accompanying prospectus supplement, each servicer’s (or another entity’s) advance obligation may be limited only to the portion of such delinquencies necessary to make the required distributions on one or more classes of senior certificates and/or may be subject to the servicer’s (or another entity’s) good faith determination that such advances will be reimbursable not only from the loan proceeds but also from collections on other trust assets otherwise distributable on one or more classes of subordinate certificates. See “Description of Credit Support” in this prospectus.
Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure against losses. Unless otherwise provided in the accompanying prospectus supplement, advances of a servicer’s (or another entity’s) funds will be reimbursable only out of recoveries on the mortgage loans (including amounts received under any form of credit support) respecting which advances were made and, if so provided in the accompanying prospectus supplement, out of any amounts otherwise distributable on one or more classes of subordinate certificates of such series; provided, however, that any advance will be reimbursable from any amounts in the related collection account prior to any distributions being made on the certificates to the extent that a servicer (or such other entity) shall determine in good faith that such advance is not ultimately recoverable from related proceeds on the mortgage loans or, if applicable, from collections on other trust assets otherwise distributable on the subordinate certificates.
If advances have been made from excess funds in a collection account, the master servicer (or other entity that advanced such funds will be required to replace such funds in the collection account on any future distribution date to the extent that funds then in the collection account are insufficient to permit full distributions to certificateholders on that date. If so specified in the accompanying prospectus supplement, the obligation of a servicer or other specified entity to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, we will provide in the
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accompanying prospectus supplement information regarding the characteristics of, and the identity of any obligor on, any such surety bond.
If and to the extent so provided in the accompanying prospectus supplement, any entity making advances will be entitled to receive interest on those advances for the period that such advances are outstanding at the rate specified therein and will be entitled to pay itself that interest periodically from general collections on the mortgage assets prior to any payment to certificateholders as described in the accompanying prospectus supplement.
The accompanying prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe any comparable advancing obligation of a party to the related pooling and servicing agreement or of a party to the related CMBS agreement.
Reports to Certificateholders
On each distribution date a master servicer, trustee or certificate administrator will forward to the holder of certificates of each class of a series a distribution date statement accompanying the distribution of principal and/or interest to those holders. As further provided in the accompanying prospectus supplement, the distribution date statement for each class will set forth to the extent applicable and available:
(i) the amount of such distribution on the distribution date to holders of certificates of such class applied to reduce the principal balance thereof;
(ii) the amount of such distribution on the distribution date to holders of certificates of each class allocable to interest distributable on that class of certificates;
(iii) the amount, if any, of such distribution to holders of certificates of such class allocable to yield maintenance changes and/or prepayment premiums;
(iv) the amount of servicing compensation received by each servicer and such other customary information as the master servicer or the trustee deems necessary or desirable, or that a certificateholder reasonably requests, to enable certificateholders to prepare their tax returns;
(v) the aggregate amount of debt service advances included in such distribution for such distribution date;
(vi) the aggregate principal balance of the related mortgage loans on, or as of a specified date shortly prior to, such distribution date;
(vii) the number and aggregate principal balance of any mortgage loans in respect of which (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C) are delinquent 90 or more days and (D) are current but specially serviced or for which foreclosure proceedings have been commenced;
(viii) with respect to any mortgage loan liquidated during the related collection period (other than a payment in full), (A) the loan number, (B) the aggregate amount of liquidation proceeds received and (C) the amount of any loss to certificateholders;
(ix) with respect to any REO Property sold during the related collection period, (A) the loan number of the related mortgage loan, (B) the aggregate amount of sales proceeds and (C) the amount of any loss to certificateholders in respect of the related mortgage loan;
(x) the principal balance or notional amount of each class of certificates immediately before and immediately after such distribution date, separately identifying any
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reduction in the principal balance due to the allocation of any losses realized or certain trust fund expenses in respect of the related mortgage loans;
(xi) the aggregate amount of principal prepayments made on the mortgage loans during the related collection period;
(xii) if such class of offered certificates has a pass-through rate the pass-through rate applicable thereto for such distribution date; and
(xiii) any material modifications, extensions or waivers to mortgage loan terms.
In the case of information furnished pursuant to subclauses (i)-(iv) above, the amounts will be expressed as a dollar amount per minimum denomination of the relevant class of offered certificates or per a specified portion of such minimum denomination. The accompanying prospectus supplement for each series of offered certificates will describe any additional information to be included in reports to the holders of such certificates.
Within a reasonable period of time after the end of each calendar year, the related master servicer, trustee or certificate administrator, as the case may be, will be required to furnish to each person who at any time during the calendar year was a holder of an offered certificate a statement containing the information set forth in subclauses (i)-(iv) above, aggregated for such calendar year or the applicable portion thereof during which such person was a certificateholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. See, however, “Description of the Certificates—Book-Entry Registration and Definitive Certificates” in this prospectus.
If the trust fund for a series of certificates includes CMBS, the ability of the related master servicer, trustee or certificate administrator, as the case may be, to include in any distribution date statement information regarding the mortgage loans underlying such CMBS will depend on the reports received with respect to such CMBS. In such cases, the accompanying prospectus supplement will describe the loan-specific information to be included in the distribution date statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them.
Voting Rights
The voting rights evidenced by each series of certificates will be allocated among the respective classes of such series in the manner described in the accompanying prospectus supplement.
Certificateholders will generally have a right to vote only with respect to required consents to certain amendments to the related pooling and servicing agreement and as otherwise specified in the accompanying prospectus supplement. See “Description of the Pooling and Servicing Agreements—Amendment” in this prospectus. The holders of specified amounts of certificates of a particular series will have the collective right to remove the related trustee and also to cause the removal of the related master servicer in the case of an event of default under the related pooling and servicing agreement on the part of the master servicer. See “Description of the Pooling and Servicing Agreements—Events of Default”, “—Rights upon Event of Default” and “—Resignation and Removal of the Trustee” in this prospectus.
Termination
The obligations created by the pooling and servicing agreement for each series of certificates will terminate upon the payment (or provision for payment) to certificateholders of that series of all amounts held in the related collection account, or otherwise by the related master servicer, trustee or certificate administrator, or by a special servicer, and required to be paid to such certificateholders pursuant to such pooling and servicing agreement following the earlier of (i) the final payment or other liquidation of the last mortgage asset subject to the pooling and servicing agreement or the
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disposition of all property acquired upon foreclosure of any mortgage loan subject to the pooling and servicing agreement and (ii) the purchase of all of the assets of the related trust fund by the party entitled to effect such termination, under the circumstances and in the manner that will be described in the accompanying prospectus supplement. Written notice of termination of a pooling and servicing agreement will be given to each certificateholder of the related series, and the final distribution will be made only upon presentation and surrender of the certificates of such series at the location to be specified in the notice of termination.
If so specified in the accompanying prospectus supplement, a series of certificates will be subject to optional early termination through the repurchase of the assets in the related trust fund by a party that will be specified in the accompanying prospectus supplement, under the circumstances and in the manner set forth in the accompanying prospectus supplement. If so provided in the accompanying prospectus supplement, upon the reduction of the principal balance of a specified class or classes of certificates by a specified percentage or amount, a party identified in the accompanying prospectus supplement will be authorized or required to solicit bids for the purchase of all the assets of the related trust fund, or of a sufficient portion of such assets to retire such class or classes, under the circumstances and in the manner set forth in the accompanying prospectus supplement. In any event, unless otherwise disclosed in the accompanying prospectus supplement, any such repurchase or purchase shall be at a price or prices that are generally based upon the unpaid principal balance of, plus accrued interest on, all mortgage loans (other than mortgage loans secured by REO properties) then included in a trust fund and the fair market value of all REO properties then included in the trust fund, which may or may not result in full payment of the aggregate principal balance plus accrued interest and any undistributed shortfall in interest for the then outstanding certificates. Any sale of trust fund assets will be without recourse to the trust and/or certificateholders, provided, however, that there can be no assurance that in all events a court would accept such a contractual stipulation.
Book-Entry Registration and Definitive Certificates
If so provided in the accompanying prospectus supplement, one or more classes of the offered certificates of any series will be offered in book-entry format through the facilities of DTC, and each such class will be represented by one or more global certificates registered in the name of DTC or its nominee.
The holders of one or more classes of the offered certificates may hold their certificates through DTC (in the United States) or Clearstream Banking, société anonyme, (“Clearstream”) or Euroclear Bank S.A./N.V., as operator (the “Euroclear Operator”) of the Euroclear System (the “Euroclear System”) (in Europe) if they are participants of such respective system (“Participants”), or indirectly through organizations that are Participants in such systems. Clearstream and the Euroclear Operator will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in the name of Clearstream and the Euroclear Operator on the books of the respective depositaries (collectively, the “Depositaries”) which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).
Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures.
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Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, the Euroclear Operator or Clearstream, as the case may be, will then deliver instructions to the Depositary to take action to effect final settlement on its behalf.
Because of time-zone differences, it is possible that credits of securities in Clearstream or the Euroclear Operator as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or the Euroclear Operator as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date, due to time-zone differences may be available in the relevant Clearstream or the Euroclear Operator cash account only as of the business day following settlement in DTC.
The holders of one or more classes of the offered certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, offered certificates may do so only through Participants and Indirect Participants. In addition, holders of the offered certificates will receive all distributions of principal and interest from the trustee through the Participants who in turn will receive them from DTC. Similarly, reports distributed to certificateholders pursuant to the pooling and servicing agreement and requests for the consent of certificateholders will be delivered to beneficial owners only through DTC, the Euroclear Operator, Clearstream and their respective Participants. Under a book-entry format, holders of offered certificates may experience some delay in their receipt of payments, reports and notices, since such payments, reports and notices will be forwarded by the trustee to Cede & Co., as nominee for DTC. DTC will forward such payments, reports and notices to its Participants, which thereafter will forward them to Indirect Participants, Clearstream, the Euroclear Operator or holders of offered certificates, as applicable.
Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers of offered certificates among Participants on whose behalf it acts with respect to the offered certificates and to receive and transmit distributions of principal of, and interest on, the offered certificates. Participants and Indirect Participants with which the holders of offered certificates have accounts with respect to the offered certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of offered certificates. Accordingly, although the holders of offered certificates will not possess the offered certificates, the Rules provide a mechanism by which Participants will receive payments on offered certificates and will be able to transfer their interest.
Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of offered certificates to pledge such certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such certificates, may be limited due to the lack of a physical certificate for such certificates.
DTC has advised the depositor that it will take any action permitted to be taken by a holder of an offered certificate under the pooling and servicing agreement only at the direction of one or more Participants to whose accounts with DTC the offered certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.
Except as required by law, none of the depositor, the underwriters, the master servicer, the trustee and the certificate administrator will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the offered certificates held by Cede
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& Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Clearstream is a limited liability company (a société anonyme) organized under the laws of Luxembourg. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.
The Euroclear System was created in 1968 to hold securities for participants of Euroclear (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment. The Euroclear System is owned by Euroclear.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System.
The information in this prospectus concerning DTC, Clearstream or the Euroclear Operator and their book-entry systems has been obtained from sources believed to be reliable, but there can be no assurance that such information has not been changed or updated since the date hereof.
Offered certificates initially issued in book entry form will thereafter be issued in fully registered, certificated form to applicable beneficial owners or their nominees, rather than to DTC or its nominee, only—
● if we advise the certificate administrator, the trustee and the certificate registrar in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository with respect to those certificates and we are unable to locate a qualified successor, or
● if we, at our option, notify DTC of our intent to terminate the book entry system through DTC with respect to those certificates, and, upon receipt of notice of such intent from DTC, the participants holding beneficial interests in those certificates agree to initiate the termination.
Upon the occurrence of either of the events described in the first two bullets of the preceding sentence, the certificate administrator will be required to notify, in accordance with DTC’s procedures, all DTC Participants (as identified in a listing of DTC Participant accounts to which each class of book-entry certificates is credited) through DTC of the availability of such definitive certificates. Upon surrender by DTC of the book-entry certificates, together with instructions for re-registration, the certificate administrator or other designated party will be required to execute and deliver, or cause to be executed and delivered, to the beneficial owners identified in those instructions the definitive certificates to which they are entitled, and thereafter the holders of those definitive certificates will be recognized as certificateholders under the pooling and servicing agreement.
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS
General
The certificates of each series will be issued pursuant to a pooling and servicing agreement or other agreement specified in the accompanying prospectus supplement. In general, the parties to a pooling and servicing agreement will include the depositor, the trustee, the certificate administrator, the master servicer and, in some cases, a special servicer appointed as of the date of the pooling and servicing agreement. However, a pooling and servicing agreement that relates to a trust fund that consists solely of CMBS may not include a master servicer or other servicer as a party. All parties to
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each pooling and servicing agreement under which certificates of a series are issued will be identified in the accompanying prospectus supplement.
A form of a pooling and servicing agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. However, the provisions of each pooling and servicing agreement will vary depending upon the nature of the certificates to be issued thereunder and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a pooling and servicing agreement under which certificates that evidence interests in mortgage loans will be issued. The accompanying prospectus supplement for a series of certificates will describe any provision of the related pooling and servicing agreement that materially differs from the description thereof contained in this prospectus and, if the related trust fund includes CMBS, will summarize all of the material provisions of the related pooling and servicing agreement. The summaries in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the pooling and servicing agreement for each series of certificates and the description of such provisions in the accompanying prospectus supplement. As used in this prospectus with respect to any series, the term “certificate” refers to all of the certificates of that series, whether or not offered hereby and by the accompanying prospectus supplement, unless the context otherwise requires.
Assignment of Mortgage Assets; Repurchases
As set forth in the accompanying prospectus supplement, generally at the time of issuance of any series of certificates, the depositor will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, unless otherwise specified in the accompanying prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-off Date, other than principal and interest due on or before the Cut-off Date. The trustee will, concurrently with such assignment, deliver the certificates to or at the direction of the depositor in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identified in a schedule appearing as an exhibit to the related pooling and servicing agreement. Such schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include the address of the related mortgaged property and type of such property; the mortgage interest rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information; the original and remaining term to maturity; the original amortization term; the original and outstanding principal balance; and the Loan-to-Value Ratio and Debt Service Coverage Ratio as of the date indicated.
With respect to each mortgage loan to be included in a trust fund, the depositor will deliver (or cause to be delivered) to the related trustee (or to a custodian appointed by the trustee) certain loan documents which will include the original mortgage note (or lost note affidavit) endorsed, without recourse, to the order of the trustee, the original mortgage (or a certified copy thereof) with evidence of recording indicated thereon and an assignment of the mortgage to the trustee in recordable form. The related pooling and servicing agreement will require that the depositor or other party thereto promptly cause each such assignment of mortgage to be recorded in the appropriate public office for real property records.
The related trustee (or the custodian appointed by the trustee) will be required to review the mortgage loan documents within a specified period of days after receipt thereof, and the trustee (or the custodian) will hold such documents in trust for the benefit of the certificateholders of the related series. Unless otherwise specified in the accompanying prospectus supplement, if any document is found to be missing or defective, in either case such that interests of the certificateholders are materially and adversely affected, the trustee (or such custodian) will be required to notify the master servicer and the depositor, and the master servicer will be required to notify the relevant mortgage loan seller. In that case, and if the mortgage loan seller cannot deliver the document or cure the defect within a specified number of days after receipt of such notice, then unless otherwise specified in the accompanying prospectus supplement, the mortgage loan seller will be obligated to replace the related mortgage loan or repurchase it from the trustee at a price that will be described in the accompanying prospectus supplement.
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If so provided in the accompanying prospectus supplement, the depositor will, as to some or all of the mortgage loans, assign or cause to be assigned to the trustee the related lease assignments. In certain cases, the trustee, or master servicer, as applicable, may collect all moneys under the related leases and distribute amounts, if any, required under the leases for the payment of maintenance, insurance and taxes, to the extent specified in the related leases. The trustee, or if so specified in the accompanying prospectus supplement, the master servicer, as agent for the trustee, may hold the leases in trust for the benefit of the certificateholders.
With respect to each CMBS in certificate form, the depositor will deliver or cause to be delivered to the trustee (or the custodian) the original certificate or other definitive evidence of such CMBS together with bond power or other instruments, certifications or documents required to transfer fully such CMBS to the trustee for the benefit of the certificateholders. With respect to each CMBS in uncertificated or book-entry form or held through a “clearing corporation” within the meaning of the New York Uniform Commercial Code, the depositor and the trustee will cause such CMBS to be registered directly or on the books of such clearing corporation or of a financial intermediary in the name of the trustee for the benefit of the certificateholders. Unless otherwise provided in the accompanying prospectus supplement, the related pooling and servicing agreement will require that either the depositor or the trustee promptly cause any CMBS in certificated form not registered in the name of the trustee to be reregistered, with the applicable persons, in the name of the trustee.
Representations and Warranties; Repurchases
Unless otherwise provided in the prospectus supplement for a series of certificates, the depositor will, with respect to each mortgage loan in the related trust fund, make or assign certain representations and warranties made by the warranting party, covering, by way of example: (i) the accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related pooling and servicing agreement; (ii) the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage; (iii) the warranting party’s title to the mortgage loan and the authority of the warranting party to sell the mortgage loan; and (iv) the payment status of the mortgage loan. It is expected that in most cases the warranting party will be the related mortgage loan seller. However, the warranting party may also be an affiliate of the related mortgage loan seller acceptable to the depositor. Each warranting party will be identified in the accompanying prospectus supplement.
Each pooling and servicing agreement generally will provide that the master servicer and/or trustee will be required to notify promptly any warranting party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the related certificateholders. If such warranting party cannot cure such breach within a specified period following the date on which it was notified of such breach, then, unless otherwise provided in the accompanying prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee within a specified period at a price that will be specified in the accompanying prospectus supplement. If so provided in the accompanying prospectus supplement for a series of certificates, a warranting party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the accompanying prospectus supplement. This repurchase or substitution obligation may constitute the sole remedy available to holders of certificates of any series for a breach of representation and warranty by a warranting party. Moreover, neither the depositor (unless it is the warranting party) nor any entity acting solely in its capacity as the master servicer will be obligated to purchase or replace a mortgage loan if a warranting party defaults on its obligation to do so.
The dates as of which representations and warranties have been made by a warranting party will be specified in the accompanying prospectus supplement. In some cases, such representations and warranties will have been made as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certificates if anything has come to the depositor’s attention that would cause it to believe
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that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of such date of issuance.
Collection Account
General. The master servicer and/or the trustee will, as to each trust fund, establish and maintain or cause to be established and maintained collection accounts for the collection of payments on the related mortgage loans, which will be established so as to comply with the standards of each rating agency hired by us to rate any one or more classes of certificates of the related series. As described in the accompanying prospectus supplement, a collection account may be maintained either as an interest-bearing or a non-interest-bearing account, and the funds held therein may be held as cash or invested in permitted investments, such as United States government securities and other investment grade obligations specified in the related pooling and servicing agreement. Any interest or other income earned on funds in the collection account will be paid to the related master servicer or trustee as additional compensation. A collection account may be maintained with the related servicer, special servicer or mortgage loan seller or with a depository institution that is our affiliate or an affiliate of any of the foregoing. If permitted by such rating agency or agencies and so specified in the accompanying prospectus supplement, a collection account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or serviced by it on behalf of others.
Deposits. Unless otherwise provided in the related pooling and servicing agreement and described in the accompanying prospectus supplement, the related master servicer, trustee, certificate administrator or special servicer will be required to deposit or cause to be deposited in the collection account for each trust fund within a certain period following receipt (in the case of collections and payments), the following payments and collections received, or advances made, by the master servicer, the trustee or any special servicer subsequent to the Cut-off Date (other than payments due on or before the Cut-off Date):
(i) all payments (from whatever source) on account of principal, including principal prepayments, on the mortgage loans;
(ii) all payments (from whatever source) on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion thereof retained by the master servicer, any special servicer or sub-servicer as its servicing compensation or as compensation to the trustee;
(iii) all insurance proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan (other than proceeds applied to the restoration of the property or released to the related borrower in accordance with the customary servicing practices of the master servicer (or, if applicable, a special servicer) and/or the terms and conditions of the related mortgage and all other liquidation proceeds received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect thereof, by foreclosure or otherwise, together with the Net Operating Income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise;
(iv) any amounts paid under any instrument or drawn from any fund that constitutes credit support for the related series of certificates as described under “Description of Credit Support” in this prospectus;
(v) any advances made as described under “Description of the Certificates—Advances in Respect of Delinquencies” in this prospectus;
(vi) any amounts paid under any cash flow agreement, as described under “Description of the Trust Funds—Cash Flow Agreements” in this prospectus;
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(vii) all liquidation proceeds resulting from the purchase of any mortgage loan, or property acquired in respect thereof, by the depositor, any mortgage loan seller or any other specified person as described under “—Assignment of Mortgage Loans; Repurchases” and “—Representations and Warranties; Repurchases” above, all liquidation proceeds resulting from the purchase of any defaulted mortgage loan as described under “—Realization upon Defaulted Mortgage Loans” below; and all liquidation proceeds resulting from any mortgage asset purchased as described under “Description of the Certificates—Termination” in this prospectus;
(viii) any amounts paid by the master servicer to cover prepayment interest shortfalls arising out of the prepayment of mortgage loans as described under “—Servicing Compensation and Payment of Expenses” below;
(ix) to the extent that any such item does not constitute additional servicing compensation to the master servicer or a special servicer, any payments on account of modification or assumption fees, late payment charges, prepayment premiums or lenders’ equity participations on the mortgage loans;
(x) all payments required to be deposited in the collection account with respect to any deductible clause in any blanket insurance policy described under “—Hazard Insurance Policies” below;
(xi) any amount required to be deposited by the master servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer or the trustee, as the case may be, of funds held in the collection account; and
(xii) any other amounts required to be deposited in the collection account as provided in the related pooling and servicing agreement and described in the accompanying prospectus supplement.
Withdrawals. Unless otherwise provided in the related pooling and servicing agreement and described in the accompanying prospectus supplement, the master servicer, trustee, certificate administrator or special servicer may make withdrawals from the collection account for each trust fund for any of the following purposes:
(i) to make distributions to the certificateholders on each distribution date;
(ii) to reimburse the master servicer or any other specified person for unreimbursed amounts advanced by it as described under “Description of the Certificates—Advances in Respect of Delinquencies” in this prospectus, such reimbursement to be made out of amounts received which were identified and applied by the master servicer as late collections of interest (net of related servicing fees) on and principal of the particular mortgage loans with respect to which the advances were made or out of amounts drawn under any form of credit support with respect to such mortgage loans;
(iii) to reimburse the master servicer or a special servicer for unpaid servicing fees earned by it and certain unreimbursed servicing expenses incurred by it with respect to mortgage loans in the trust fund related to a particular series of certificates and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent liquidation proceeds and insurance proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which such fees were earned or such expenses were incurred or out of amounts drawn under any form of credit support with respect to such mortgage loans and properties;
(iv) to reimburse the master servicer or any other specified person for any advances described in clause (ii) above made by it, any servicing expenses referred to in clause (iii) above incurred by it and any servicing fees earned by it, which, in the good faith judgment of the master servicer or such other person, will not be recoverable from the amounts described in clauses (ii) and (iii), respectively, such reimbursement to be made from
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amounts collected on other mortgage loans in the related trust fund or, if and to the extent so provided by the related pooling and servicing agreement and described in the accompanying prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of subordinate certificates of the related series;
(v) if and to the extent described in the accompanying prospectus supplement, to pay the master servicer, a special servicer or another specified entity (including a provider of credit support) interest accrued on the advances described in clause (ii) above made by it and the servicing expenses described in clause (iii) above incurred by it while such remain outstanding and unreimbursed;
(vi) to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under “—Realization upon Defaulted Mortgage Loans” below;
(vii) to reimburse the master servicer, the depositor, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under “—Certain Matters Regarding the Master Servicer and the Depositor” below;
(viii) if and to the extent described in the accompanying prospectus supplement, to pay the fees of the trustee;
(ix) to reimburse the trustee or any of its directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under “—Certain Matters Regarding the Trustee” below;
(x) to pay the master servicer or the trustee, as additional compensation, interest and investment income earned in respect of amounts held in the collection account and, to the extent described in the accompanying prospectus supplement, prepayment interest excesses collected from borrowers in connection with prepayments of mortgage loans and late charges and default interest collected from borrowers;
(xi) to pay (generally from related income) for costs incurred in connection with the operation, management and maintenance of any mortgaged property acquired by the trust fund by foreclosure or otherwise;
(xii) if one or more elections have been made to treat the trust fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to the extent described under “Material Federal Income Tax Consequences—Taxation of Owners of REMIC Residual Certificates” and “—Prohibited Transactions Tax and Other Taxes” in this prospectus;
(xiii) to pay for the cost of an independent appraiser or other expert in real estate matters retained to determine a fair sale price for a defaulted mortgage loan or a mortgaged property acquired in respect thereof in connection with the liquidation of such mortgage loan or mortgaged property;
(xiv) to pay for the cost of various opinions of counsel obtained pursuant to the related pooling and servicing agreement for the benefit of certificateholders;
(xv) to pay for the cost of recording the related pooling and servicing agreement if recorded in accordance with the related pooling and servicing agreement;
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(xvi) to make any other withdrawals permitted by the related pooling and servicing agreement and described in the accompanying prospectus supplement; and
(xvii) to clear and terminate the collection account upon the termination of the trust fund.
Collection and Other Servicing Procedures
Master Servicer. The master servicer for any mortgage pool, directly or through sub-servicers, will be required to make reasonable efforts to collect all scheduled mortgage loan payments and will be required to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided such procedures are consistent with (i) the terms of the related pooling and servicing agreement and any related instrument of credit support included in the related trust fund, (ii) applicable law and (iii) the servicing standard specified in the related pooling and servicing agreement.
The master servicer will also be required to perform other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts for payment of taxes, insurance premiums and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; conducting property inspections on a periodic or other basis; managing REO properties; and maintaining servicing records relating to the mortgage loans. Generally, the master servicer will be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of credit support. See “Description of Credit Support” in this prospectus.
A master servicer may agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the servicing standard specified in the pooling and servicing agreement; provided that the modification, waiver or amendment will not (i) affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan or (ii) in the judgment of the master servicer, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due thereon. A master servicer also may agree to any other modification, waiver or amendment if, in its judgment (x) a material default on the mortgage loan has occurred or a payment default is imminent and (y) such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan on a present value basis than would liquidation.
Sub-Servicers. A master servicer may delegate its servicing obligations in respect of the mortgage loans serviced by it to one or more third-party sub-servicers, but the master servicer will remain liable for such obligations under the related pooling and servicing agreement unless otherwise provided in the accompanying prospectus supplement. Unless otherwise provided in the accompanying prospectus supplement, each sub-servicing agreement between a master servicer and a sub-servicer must provide that, if for any reason the master servicer is no longer acting in such capacity, the trustee or any successor master servicer may assume the master servicer’s rights and obligations under such sub-servicing agreement.
Generally, the master servicer will be solely liable for all fees owed by it to any sub-servicer, irrespective of whether the master servicer’s compensation pursuant to the related pooling and servicing agreement is sufficient to pay such fees. Each sub-servicer will be reimbursed by the master servicer for certain expenditures which it makes, generally to the same extent the master servicer would be reimbursed under a pooling and servicing agreement. See “—Collection Account” above and “—Servicing Compensation and Payment of Expenses” below.
Special Servicers. If and to the extent specified in the accompanying prospectus supplement, a special servicer may be a party to the related pooling and servicing agreement or may be appointed by the master servicer or another specified party to perform certain specified duties (for example, the servicing of defaulted mortgage loans) in respect of the servicing of the related mortgage loans. The special servicer under a pooling and servicing agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor’s affiliates. The master
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servicer will be liable for the performance of a special servicer only if, and to the extent, set forth in the accompanying prospectus supplement.
Each pooling and servicing agreement may provide that neither the special servicer nor any director, officer, employee or agent of the special servicer will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the pooling and servicing agreement or for errors in judgment; provided, however, that neither the special servicer nor any such person will be protected against any breach of a representation, warranty or covenant made in such pooling and servicing agreement, or against any expense or liability that such person is specifically required to bear pursuant to the terms of such pooling and servicing agreement, or against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties thereunder.
Realization upon Defaulted Mortgage Loans
A borrower’s failure to make required mortgage loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a borrower that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and to otherwise maintain and insure the related mortgaged property. In general, the related master servicer will be required to monitor any mortgage loan that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related mortgaged property, initiate corrective action in cooperation with the borrower if cure is likely, inspect the related mortgaged property and take such other actions as are consistent with the servicing standard specified in the pooling and servicing agreement. A significant period of time may elapse before the master servicer is able to assess the success of any such corrective action or the need for additional initiatives.
The time within which the special servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certificateholders may vary considerably depending on the particular mortgage loan, the mortgaged property, the borrower, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a borrower files a bankruptcy petition, the master servicer may not be permitted to accelerate the maturity of the related mortgage loan or to foreclose on the mortgaged property for a considerable period of time. See “Certain Legal Aspects of Mortgage Loans and Leases” in this prospectus.
A pooling and servicing agreement may grant to the master servicer, a special servicer, a provider of credit support and/or the holder or holders of certain classes of certificates of the related series a right of first refusal to purchase from the trust fund, at a predetermined purchase price (which, if insufficient to fully fund the entitlements of certificateholders to principal and interest thereon, will be specified in the accompanying prospectus supplement), any mortgage loan as to which a specified number of scheduled payments are delinquent. In addition, the accompanying prospectus supplement may specify other methods for the sale or disposal of defaulted mortgage loans pursuant to the terms of the related pooling and servicing agreement.
If a default on a mortgage loan has occurred, the special servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related mortgaged property, by operation of law or otherwise, if such action is consistent with the servicing standard specified in the pooling and servicing agreement. Unless otherwise specified in the accompanying prospectus supplement, the special servicer may not, however, acquire title to any mortgaged property or take any other action that would cause the trustee, for the benefit of certificateholders of the related series, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of, such mortgaged property within the meaning of certain federal environmental laws, unless the special servicer has previously determined,
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based on a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund), that:
(i) either the mortgaged property is in compliance with applicable environmental laws and regulations or, if not, that taking such actions as are necessary to bring the mortgaged property into compliance therewith is reasonably likely to produce a greater recovery on a present value basis than not taking such actions; and
(ii) either there are no circumstances or conditions present at the mortgaged property relating to the use, management or disposal of hazardous materials for which investigation, testing, monitoring, containment, cleanup or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could reasonably be expected to be required, taking such actions with respect to the mortgaged property is reasonably likely to produce a greater recovery on a present value basis than not taking such actions. See “Certain Legal Aspects of Mortgage Loans and Leases—Environmental Considerations” in this prospectus.
If title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the special servicer, on behalf of the trust fund, will be required to sell the mortgaged property by the end of the third calendar year following the year of acquisition or unless (i) the Internal Revenue Service grants an extension of time to sell such property or (ii) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the trust fund or cause the trust fund to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing, the special servicer will generally be required to solicit bids for any mortgaged property so acquired in such a manner as will be reasonably likely to realize a fair price for such property. If the trust fund acquires title to any mortgaged property, the special servicer, on behalf of the trust fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the special servicer of its obligation to manage such mortgaged property in a manner consistent with the servicing standard specified in the pooling and servicing agreement.
If liquidation proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the special servicer with respect to such mortgage loan, the trust fund will realize a loss in the amount of such difference. The special servicer will be entitled to reimbursement from the liquidation proceeds recovered on any defaulted mortgage loan (prior to the distribution of such liquidation proceeds to certificateholders), amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan.
Hazard Insurance Policies
Each pooling and servicing agreement may require the related servicer to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder thereof to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the requirements of the servicing standard specified in the pooling and servicing agreement. Such coverage generally will be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the mortgaged property, but in either case not less than the amount necessary to avoid the application of any co-insurance clause contained in the hazard insurance policy. The ability of the related servicer to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by the related servicer under any such policy (except for amounts to be applied to the restoration or repair of the mortgaged property or released to the borrower in accordance with the
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related servicer’s normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related collection account. The pooling and servicing agreement may provide that the related servicer may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on all of the mortgage loans in the related trust fund. If such blanket policy contains a deductible clause, the related servicer will be required, in the event of a casualty covered by such blanket policy, to deposit in the related collection account all sums that would have been deposited therein but for such deductible clause.
In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although the policies covering the mortgaged properties will be underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore will not contain identical terms and conditions, most such policies typically do not cover any physical damage resulting from war, revolution, governmental actions, terrorism, floods and other water-related causes, earth movement (including earthquakes, landslides and mudflows), wet or dry rot, vermin, domestic animals and certain other kinds of risks.
The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, such clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of (i) the replacement cost of the improvements less physical depreciation and (ii) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements.
Due-on-Sale and Due-on-Encumbrance Provisions
Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender’s consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. The master servicer will determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the servicing standard specified in the pooling and servicing agreement. Unless otherwise specified in the accompanying prospectus supplement, the master servicer will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See “Certain Legal Aspects of Mortgage Loans and Leases—Due-on-Sale and Due-on-Encumbrance” in this prospectus.
Servicing Compensation and Payment of Expenses
Generally, a master servicer’s primary servicing compensation with respect to a series of certificates will come from the periodic payment to it of a portion of the interest payments on each mortgage loan in the related trust fund. Any special servicer’s compensation with respect to a series of certificates will come from payments or other collections on or with respect to the related specially serviced mortgage loan and/or REO property. Since that compensation is generally based on a percentage of the principal balance of each such mortgage loan outstanding from time to time, it will decrease in accordance with the amortization of the mortgage loans. The accompanying prospectus supplement with respect to a series of certificates may provide that, as additional compensation, the master servicer may retain all or a portion of late payment charges, prepayment premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the collection account. Any sub-servicer will receive a portion of the master servicer’s compensation as its sub-servicing compensation.
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In addition to amounts payable to any sub-servicer, a master servicer may be required, to the extent provided in the accompanying prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants and payment of expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the accompanying prospectus supplement, interest on such expenses at the rate specified therein, and the fees of the trustee and any special servicer, may be required to be borne by the trust fund.
If and to the extent provided in the accompanying prospectus supplement, the master servicer may be required to apply a portion of the servicing compensation otherwise payable to it in respect of any period to prepayment interest shortfalls.
See “Yield Considerations—Shortfalls in Collections of Interest Resulting from Prepayments” in this prospectus.
Evidence as to Compliance
The accompanying prospectus supplement will identify each party that will be required to deliver annually to the trustee, master servicer or us, as applicable, on or before the date specified in the related pooling and servicing agreement, an officer’s certificate stating that (i) a review of that party’s servicing activities during the preceding calendar year and of performance under the related pooling and servicing agreement has been made under the supervision of the officer, and (ii) to the best of the officer’s knowledge, based on the review, such party has fulfilled all its obligations under the related pooling and servicing agreement throughout the year, or, if there has been a default in the fulfillment of any obligation, specifying the default known to the officer and the nature and status of the default.
In addition, each party that participates in the servicing and administration of more than 5% of the mortgage loans and other assets comprising a trust for any series will be required to deliver annually to us and/or the trustee, a report (an “Assessment of Compliance”) that assesses compliance by that party with the servicing criteria set forth in Item 1122(d) of Regulation AB (17 CFR 229.1122) that contains the following:
(a) a statement of the party’s responsibility for assessing compliance with the servicing criteria applicable to it;
(b) a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;
(c) the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar year, setting forth any material instance of noncompliance identified by the party; and
(d) a statement that a registered public accounting firm has issued an attestation report on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the prior calendar year.
Each party that is required to deliver an Assessment of Compliance will also be required to simultaneously deliver a report (an “Attestation Report”) of a registered public accounting firm, prepared in accordance with the standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, that expresses an opinion, or states that an opinion cannot be expressed, concerning the party’s assessment of compliance with the applicable servicing criteria.
Unless otherwise specified in an accompanying prospectus supplement, each pooling and servicing agreement will also require, on or before a specified date in each year, the master servicer
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to furnish to the trustee a statement signed by one or more officers of the master servicer to the effect that the master servicer has fulfilled its material obligations under that pooling and servicing agreement throughout the preceding calendar year or other specified twelve month period.
Certain Matters Regarding the Master Servicer and the Depositor
The master servicer under a pooling and servicing agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor’s affiliates. The related pooling and servicing agreement may permit the master servicer to resign from its obligations thereunder upon a determination that such obligations are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it at the date of the pooling and servicing agreement. Unless applicable law requires the master servicer’s resignation to be effective immediately, no such resignation will become effective until the trustee or a successor servicer has assumed the master servicer’s obligations and duties under the pooling and servicing agreement. The related pooling and servicing agreement may also provide that the master servicer may resign at any other time provided that (i) a willing successor master servicer has been found, (ii) each of the rating agencies hired by us to rate any one or more classes of certificates of the related series confirms in writing that the successor’s appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any such class of certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. Unless otherwise specified in the accompanying prospectus supplement, the master servicer will also be required to maintain a fidelity bond and errors and omissions policy that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds, errors and omissions or negligence, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions.
Each pooling and servicing agreement may further provide that none of the master servicer, the depositor and any director, officer, employee or agent of either of them will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the pooling and servicing agreement or for errors in judgment; provided, however, that none of the master servicer, the depositor and any such person will be protected against any breach of a representation, warranty or covenant made in such pooling and servicing agreement, or against any expense or liability that such person is specifically required to bear pursuant to the terms of such pooling and servicing agreement, or against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties thereunder. Unless otherwise specified in the accompanying prospectus supplement, each pooling and servicing agreement will further provide that the master servicer, the depositor and any director, officer, employee or agent of either of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with the pooling and servicing agreement or the related series of certificates; provided, however, that such indemnification will not extend to any loss, liability or expense (i) that such person is specifically required to bear pursuant to the terms of such agreement, and is not reimbursable pursuant to the pooling and servicing agreement; (ii) incurred in connection with any breach of a representation, warranty or covenant made in the pooling and servicing agreement; (iii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of obligations or duties under the pooling and servicing agreement or by reason of reckless disregard of its obligations and duties thereunder. In addition, each pooling and servicing agreement will provide that neither the master servicer nor the depositor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the pooling and servicing agreement and, unless it has received sufficient assurance as to the reimbursement of the costs and liabilities of such legal action or, in its opinion such legal action does not involve it in any expense or liability. However, each of the master servicer and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the pooling and servicing agreement and the interests of the certificateholders thereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the certificateholders, and the
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master servicer or the depositor, as the case may be, will be entitled to charge the related collection account therefor.
Subject, in certain circumstances, to the satisfaction of certain conditions that may be required in the related pooling and servicing agreement, any person into which the master servicer or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer or the depositor is a party, or any person succeeding to the business of the master servicer or the depositor, will be the successor of the master servicer or the depositor, as the case may be, under the related pooling and servicing agreement.
Events of Default
The events of default for a series of certificates under the related pooling and servicing agreement generally will include (i) any failure by the master servicer to distribute or cause to be distributed to certificateholders, or to remit to the trustee for distribution to certificateholders in a timely manner, any amount required to be so distributed or remitted, which failure continues unremedied for one business day following the date on which such deposit was required, (ii) any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the pooling and servicing agreement which continues unremedied for 30 days after written notice of such failure has been given to the master servicer or the special servicer, as applicable, by any party to the pooling and servicing agreement, or to the master servicer or the special servicer, as applicable, by certificateholders entitled to not less than 25% (or such other percentage specified in the accompanying prospectus supplement) of the voting rights for such series (subject to certain extensions provided in the related pooling and servicing agreement); and (iii) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the master servicer or the special servicer and certain actions by or on behalf of the master servicer or the special servicer indicating its insolvency or inability to pay its obligations. Material variations to the foregoing events of default (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the accompanying prospectus supplement.
Rights upon Event of Default
So long as an event of default under a pooling and servicing agreement remains unremedied, the trustee will be authorized, and at the direction of certificateholders entitled to not less than 25% (or such other percentage specified in the accompanying prospectus supplement) of the voting rights for such series, the trustee will be required, to terminate all of the rights and obligations of the master servicer as master servicer under the pooling and servicing agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the master servicer under the pooling and servicing agreement (except that if the master servicer is required to make advances in respect of mortgage loan delinquencies, but the trustee is prohibited by law from obligating itself to do so, or if the accompanying prospectus supplement so specifies, the trustee will not be obligated to make such advances) and will be entitled to similar compensation arrangements. If the trustee is unwilling or unable so to act, it may (or, at the written request of certificateholders entitled to at least a majority (or such other percentage specified in the accompanying prospectus supplement) of the voting rights for such series, it will be required to) appoint, or petition a court of competent jurisdiction to appoint, a loan servicing institution that (unless otherwise provided in the accompanying prospectus supplement) is acceptable to each rating agency hired by us to assigned ratings to the offered certificates of such series to act as successor to the master servicer under the pooling and servicing agreement. Pending such appointment, the trustee will be obligated to act in such capacity.
No certificateholder will have the right under any pooling and servicing agreement to institute any proceeding with respect thereto unless such holder previously has given to the trustee written notice of default and unless certificateholders entitled to at least 25% (or such other percentage specified in the accompanying prospectus supplement) of the voting rights for the related series shall have made written request upon the trustee to institute such proceeding in its own name as trustee thereunder and shall have offered to the trustee reasonable indemnity, and the trustee for 60 days (or such other period specified in the accompanying prospectus supplement) shall have neglected or
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refused to institute any such proceeding. The trustee, however, will be under no obligation to exercise any of the trusts or powers vested in it by any pooling and servicing agreement or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of certificates of the related series, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.
Amendment
Each pooling and servicing agreement may be amended by the parties thereto, without the consent of any of the holders of the related certificates, for those purposes described in the accompanying prospectus supplement, which, among others, may include (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision in the pooling and servicing agreement that may be inconsistent with any other provision therein, (iii) to conform such pooling and servicing agreement to the related prospectus supplement, (iv) to add any other provisions with respect to matters or questions arising under the pooling and servicing agreement that are not inconsistent with the provisions thereof or (v) to comply with any requirements imposed by the Code; provided that such amendment (other than an amendment for the purpose specified in clause (v) above) may not (as evidenced by an opinion of counsel to such effect satisfactory to the trustee) adversely affect in any material respect the interests of any such holder. Each pooling and servicing agreement may also be amended for any purpose by the parties, with the consent of certificateholders entitled to the percentage specified in the accompanying prospectus supplement of the voting rights for the related series allocated to the affected classes; provided, however, that the accompanying prospectus supplement may provide that no such amendment may (w) reduce in any manner the amount of, or delay the timing of, payments received on any certificate without the consent of the holder of such certificate, (x) reduce the voting rights which are required to consent to any such amendment, without the consent of the holders of all certificates of class affected thereby, (y) adversely affect the status of any REMIC without the consent of 100% of the affected certificateholders or (z) modify the provisions of the pooling and servicing agreement described in this paragraph without the consent of the holders of all certificates of the related series. However, unless otherwise specified in the related pooling and servicing agreement, the trustee will be prohibited from consenting to any amendment of a pooling and servicing agreement pursuant to which a REMIC election is to be or has been made unless the trustee shall first have received an opinion of counsel to the effect that such amendment will not result in the imposition of a tax on the related trust fund or cause the related trust fund to fail to qualify as a REMIC at any time that the related certificates are outstanding.
List of Certificateholders
Upon written request of any certificateholder of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related pooling and servicing agreement, the trustee or other specified person will afford such certificateholder access, during normal business hours, to the most recent list of certificateholders of that series then maintained by such person.
The Trustee and Certificate Administrator
The trustee (or any certificate administrator designated thereunder) under each pooling and servicing agreement will be named in the accompanying prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee or certificate administrator may have typical banking relationships with the depositor and its affiliates and with any master servicer and its affiliates. To the extent specified in the related prospectus supplement, the certificate administrator and/or a tax administrator may perform certain of the duties of the trustee.
Duties of the Trustee
The trustee for a series of certificates will make no representation as to the validity or sufficiency of the related pooling and servicing agreement, the certificates or any mortgage loan or
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related document and will not be accountable for the use or application by or on behalf of any master servicer of any funds paid to the master servicer or any special servicer in respect of the certificates or the mortgage loans, or any funds deposited into or withdrawn from the collection account or any other account by or on behalf of the master servicer or any special servicer. If no event of default under a related pooling and servicing agreement has occurred and is continuing, the trustee will be required to perform only those duties specifically required under the related pooling and servicing agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the pooling and servicing agreement, the trustee will be required to examine such documents and to determine whether they conform to the requirements of the pooling and servicing agreement.
Certain Matters Regarding the Trustee
The trustee for a series of certificates may be entitled to indemnification, from amounts held in the related collection account, for any loss, liability or expense incurred by the trustee in connection with the trustee’s acceptance or administration of its trusts under the related pooling and servicing agreement; provided, however, that such indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee pursuant to the pooling and servicing agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of the trustee in the performance of its obligations and duties thereunder, or by reason of its reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the trustee made in the pooling and servicing agreement. As and to the extent described in the accompanying prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund.
Resignation and Removal of the Trustee
The trustee for a series of certificates will be permitted at any time to resign from its obligations and duties under the related pooling and servicing agreement by giving written notice thereof to the depositor. Upon receiving such notice of resignation, the master servicer (or such other person as may be specified in the accompanying prospectus supplement) will be required to use reasonable efforts to promptly appoint a successor trustee. If no successor trustee shall have accepted an appointment within a specified period after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction to appoint a successor trustee.
Unless otherwise provided in the accompanying prospectus supplement, if at any time the trustee ceases to be eligible to continue as such under the related pooling and servicing agreement, or if at any time the trustee becomes incapable of acting, or if certain events of (or proceedings in respect of) bankruptcy or insolvency occur with respect to the trustee, the depositor will be authorized to remove the trustee and appoint a successor trustee. In addition, unless otherwise provided in the accompanying prospectus supplement, holders of the certificates of any series entitled to more than 50% (or such other percentage specified in the accompanying prospectus supplement) of the voting rights for such series may at any time (with or without cause) remove the trustee and appoint a successor trustee.
Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee.
DESCRIPTION OF CREDIT SUPPORT
General
Credit support may be provided with respect to one or more classes of the certificates of any series, or with respect to the related mortgage loans or CMBS. Credit support may be in the form of overcollateralization, a letter of credit, the subordination of one or more classes of certificates, the use of a pool insurance policy or guarantee insurance, the establishment of one or more reserve funds or through bonds, repurchase obligations or any combination of the foregoing. If so provided in the
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accompanying prospectus supplement, any form of credit support may provide credit enhancement for more than one series of certificates to the extent described in the accompanying prospectus supplement.
The credit support generally will not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related pooling and servicing agreement. If losses or shortfalls occur that exceed the amount covered by the credit support or that are not covered by the credit support, certificateholders will bear their allocable share of deficiencies. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that such credit support will be exhausted by the claims of the holders of certificates of one or more other series before the former receive their intended share of such coverage.
If credit support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage loans or CMBS, the accompanying prospectus supplement will include a description of (i) the nature and amount of coverage under such credit support, (ii) any conditions to payment thereunder not otherwise described in this prospectus, (iii) the conditions (if any) under which the amount of coverage under such credit support may be reduced and under which such credit support may be terminated or replaced and (iv) the material provisions relating to such credit support. Additionally, the accompanying prospectus supplement will set forth certain information with respect to the obligor under any instrument of credit support, generally including (w) a brief description of its principal business activities, (x) its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business, (y) if applicable, the identity of the regulatory agencies that exercise primary jurisdiction over the conduct of its business and (z) its total assets, and its stockholders equity or policyholders’ surplus, if applicable, as of a date that will be specified in the accompanying prospectus supplement. See “Risk Factors—Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates” in this prospectus.
If the provider of the credit enhancement is liable or contingently liable to provide payments representing 10% or more of the cash flow supporting any offered class of certificates, the applicable prospectus supplement will disclose the name of the provider, the organizational form of the provider, the general character of the business of the provider and the financial information required by Item 1114(b)(2) of Regulation AB. See “Description of the Offered Certificates—Credit Enhancement Provider” in the accompanying prospectus supplement, if applicable.
Subordinate Certificates
If so specified in the accompanying prospectus supplement, one or more classes of certificates of a series may be subordinate certificates which are subordinated in right of payment to one or more other classes of senior certificates. If so provided in the accompanying prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses or shortfalls. The accompanying prospectus supplement will set forth information concerning the amount of subordination provided by a class or classes of subordinate certificates in a series, the circumstances under which such subordination will be available and the manner in which the amount of subordination will be made available.
Cross-Support Provisions
If the mortgage loans or CMBS in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of a series, credit support may be provided by cross-support provisions requiring that distributions be made on senior certificates evidencing interests in one group of mortgage assets prior to distributions on subordinate certificates evidencing interests in a different group of mortgage loans or CMBS within the trust fund related to a particular series of certificates. The accompanying prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions.
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Insurance or Guarantees with Respect to Mortgage Loans
If so provided in the accompanying prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. A copy of each such instrument will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.
Letter of Credit
If so provided in the accompanying prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof may be covered by one or more letters of credit, issued by a bank or financial institution specified in the accompanying prospectus supplement. Under a letter of credit, the bank or financial institution providing the letter of credit will be obligated to honor draws thereunder in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage specified in the accompanying prospectus supplement of the aggregate principal balance of the mortgage assets on the related Cut-off Date or of the initial aggregate principal balance of one or more classes of certificates. If so specified in the accompanying prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments thereunder and may otherwise be reduced as described in the accompanying prospectus supplement. The obligations of the bank or financial institution providing the letter of credit for each series of certificates will expire at the earlier of the date specified in the accompanying prospectus supplement or the termination of the trust fund. A copy of any such letter of credit will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.
Certificate Insurance and Surety Bonds
If so provided in the accompanying prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by insurance policies and/or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest and/or full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the accompanying prospectus supplement. A copy of any such instrument will accompany the Current Report on Form 8-K to be filed with the SEC within 15 days of issuance of the certificates of the related series.
Reserve Funds
If so provided in the accompanying prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered (to the extent of available funds) by one or more reserve funds in which cash, a letter of credit, permitted investments, a demand note or a combination thereof will be deposited, in the amounts specified in the accompanying prospectus supplement. If so specified in the accompanying prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of the collections received on the related mortgage assets.
Amounts on deposit in any reserve fund for a series, together with the reinvestment income thereon, if any, will be applied for the purposes, in the manner, and to the extent specified in the accompanying prospectus supplement. If so specified in the accompanying prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained in the reserve fund may be released from the reserve fund under the conditions and to the extent specified in the accompanying prospectus supplement.
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If so specified in the accompanying prospectus supplement, amounts deposited in any reserve fund will be invested in permitted investments, such as United States government securities and other investment grade obligations specified in the related pooling and servicing agreement. Unless otherwise specified in the accompanying prospectus supplement, any reinvestment income or other gain from such investments will be credited to the related reserve fund for such series, and any loss resulting from such investments will be charged to such reserve fund. However, such income may be payable to any related master servicer or another service provider as additional compensation for its services. The reserve fund, if any, for a series will not be a part of the trust fund unless otherwise specified in the accompanying prospectus supplement.
Credit Support with Respect to CMBS
If so provided in the accompanying prospectus supplement for a series of certificates, any CMBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of credit support described in this prospectus. The accompanying prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe any similar forms of credit support that are provided by or with respect to, or are included as part of the trust fund evidenced by or providing security for, such CMBS. The type, characteristic and amount of credit support will be determined based on the characteristics of the mortgage assets and other factors and will be established, in part, on the basis of requirements of each rating agency hired by us to rate the certificates of such series. If so specified in the accompanying prospectus supplement, any such credit support may apply only in the event of certain types of losses or delinquencies and the protection against losses or delinquencies provided by such credit support will be limited.
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES
The following discussion contains general summaries of certain legal aspects of loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable state law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states in which the security for the mortgage loans (or mortgage loans underlying any CMBS) is situated. Accordingly, the summaries are qualified in their entirety by reference to the applicable laws of those states. See “Description of the Trust Funds—Mortgage Loans—Leases” in this prospectus. For purposes of the following discussion, “mortgage loan” includes a mortgage loan underlying a CMBS.
General
Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are collectively referred to as “mortgages” in this prospectus and, unless otherwise specified, in the accompanying prospectus supplement. A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers. Additionally, in some states, mechanic’s and materialman’s liens have priority over mortgage liens.
The mortgagee’s authority under a mortgage, the beneficiary’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws
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(including, without limitation, the Servicemembers Civil Relief Act) and, in some deed of trust transactions, the trustee’s authority is further limited by the directions of the beneficiary.
Types of Mortgage Instruments
There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In a mortgage, the mortgagor grants a lien on the subject property in favor of the mortgagee. A deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property to the trustee, in trust, irrevocably until the debt is paid, and generally with a power of sale. A deed to secure debt typically has two parties. The borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party to a mortgage instrument because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower generally executes a separate undertaking to make payments on the mortgage note. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.
Leases and Rents
Mortgages that encumber income-producing property often contain an assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived therefrom, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents. Lenders that actually take possession of the property, however, may incur potentially substantial risks attendant to being a mortgagee in possession. Such risks include liability for environmental clean-up costs and other risks inherent in property ownership. See “—Environmental Considerations” below. In most states, hotel and motel room receipts/revenues are considered accounts receivable under the Uniform Commercial Code; in cases where hotels or motels constitute loan security, the receipts/revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the receipts/revenues and must file continuation statements, generally every five years, to maintain perfection of such security interest. Even if the lender’s security interest in room receipts/revenues is perfected under the Uniform Commercial Code, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to collect the room receipts/revenues following a default. See “—Bankruptcy Laws” below.
Personalty
In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the Uniform Commercial Code. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file Uniform Commercial Code financing statements in order to perfect its security interest therein, and must file continuation statements, generally every five years, to maintain that perfection.
Cooperative Loans
If specified in the accompanying prospectus supplement, the mortgage loans may consist of loans secured by “blanket mortgages” on the property owned by cooperative housing corporations. If specified in the accompanying prospectus supplement, the mortgage loans may consist of cooperative
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loans secured by security interests in shares issued by private cooperative housing corporations and in the related proprietary leases or occupancy agreements granting exclusive rights to occupy specific dwelling units in the cooperatives’ buildings. The security agreement will create a lien upon, or grant a title interest in, the property which it covers, the priority of which will depend on the terms of the particular security agreement as well as the order of recordation of the agreement in the appropriate recording office. Such a lien or title interest is not prior to the lien for real estate taxes and assessments and other charges imposed under governmental police powers.
A cooperative generally owns in fee or has a leasehold interest in land and owns in fee or leases the building or buildings thereon and all separate dwelling units in the buildings. The cooperative is owned by tenant-stockholders who, through ownership of stock or shares in the corporation, receive proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, a tenant-stockholder of a cooperative must make a monthly payment to the cooperative representing such tenant-stockholder’spro rata share of the cooperative’s payments for its blanket mortgage, real property taxes, maintenance expenses and other capital or ordinary expenses. The cooperative is directly responsible for property management and, in most cases, payment of real estate taxes, other governmental impositions and hazard and liability insurance. If there is a blanket mortgage or mortgages on the cooperative apartment building or underlying land, as is generally the case, or an underlying lease of the land, as is the case in some instances, the cooperative, as property mortgagor, or lessee, as the case may be, is also responsible for meeting these mortgage or rental obligations. A blanket mortgage is ordinarily incurred by the cooperative in connection with either the construction or purchase of the cooperative’s apartment building or obtaining of capital by the cooperative. The interest of the occupant under proprietary leases or occupancy agreements as to which that cooperative is the landlord are generally subordinate to the interest of the holder of a blanket mortgage and to the interest of the holder of a land lease. If the cooperative is unable to meet the payment obligations (i) arising under a blanket mortgage, the mortgagee holding a blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements, or (ii) arising under its land lease, the holder of the landlord’s interest under the land lease could terminate it and all subordinate proprietary leases and occupancy agreements. Also, a blanket mortgage on a cooperative may provide financing in the form of a mortgage that does not fully amortize, with a significant portion of principal being due in one final payment at maturity. The inability of the cooperative to refinance a mortgage and its consequent inability to make such final payment could lead to foreclosure by the mortgagee and termination of all proprietary leases and occupancy agreements. Similarly, a land lease has an expiration date and the inability of the cooperative to extend its term, or, in the alternative, to purchase the land, could lead to termination of the cooperatives’ interest in the property and termination of all proprietary leases and occupancy agreements. Upon foreclosure of a blanket mortgage on a cooperative, the lender would normally be required to take the mortgaged property subject to state and local regulations that afford tenants who are not shareholders various rent control and other protections. A foreclosure by the holder of a blanket mortgage or the termination of the underlying lease could eliminate or significantly diminish the value of any collateral held by a party who financed the purchase of cooperative shares by an individual tenant stockholder.
An ownership interest in a cooperative and accompanying occupancy rights are financed through a cooperative share loan evidenced by a promissory note and secured by an assignment of and a security interest in the occupancy agreement or proprietary lease and a security interest in the related cooperative shares. The lender generally takes possession of the share certificate and a counterpart of the proprietary lease or occupancy agreement and financing statements covering the proprietary lease or occupancy agreement and the cooperative shares are filed in the appropriate state and local offices to perfect the lender’s interest in its collateral. Subject to the limitations discussed below, upon default of the tenant-stockholder, the lender may sue for judgment on the promissory note, dispose of the collateral at a public or private sale or otherwise proceed against the collateral or tenant-stockholder as an individual as provided in the security agreement covering the assignment of the proprietary lease or occupancy agreement and the pledge of cooperative shares. See “—Foreclosure—Cooperative Loans” below.
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Junior Mortgages; Rights of Senior Lenders
Some of the mortgage loans included in a trust fund may be secured by mortgage instruments that are subordinate to mortgage instruments held by other lenders. The rights of the trust fund (and therefore the certificateholders), as holder of a junior mortgage instrument, are subordinate to those of the senior lender, including the prior rights of the senior lender to receive rents, hazard insurance and condemnation proceeds and to cause the mortgaged property to be sold upon borrower’s default and thereby extinguish the trust fund’s junior lien unless the master servicer or special servicer satisfies the defaulted senior loan, or, if permitted, asserts its subordinate interest in a property in foreclosure litigation. As discussed more fully below, in many states a junior lender may satisfy a defaulted senior loan in full, adding the amounts expended to the balance due on the junior loan. Absent a provision in the senior mortgage instrument, no notice of default is required to be given to the junior lender.
The form of the mortgage instrument used by many institutional lenders confers on the lender the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and (subject to any limits imposed by applicable state law) to apply such proceeds and awards to any indebtedness secured by the mortgage instrument in such order as the lender may determine. Thus, if improvements on a property are damaged or destroyed by fire or other casualty, or if the property is taken by condemnation, the holder of the senior mortgage instrument will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and to apply the same to the senior indebtedness. Accordingly, only the proceeds in excess of the amount of senior indebtedness will be available to be applied to the indebtedness secured by a junior mortgage instrument.
The form of mortgage instrument used by many institutional lenders typically contains a “future advance” clause, which provides, in general, that additional amounts advanced to or on behalf of the mortgagor or trustor by the mortgagee or beneficiary are to be secured by the mortgage instrument. While such a clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an “obligatory” or an “optional” advance. If the lender is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as the amounts advanced at origination, notwithstanding that intervening junior liens may have been recorded between the date of recording of the senior mortgage instrument and the date of the future advance, and notwithstanding that the senior lender had actual knowledge of such intervening junior liens at the time of the advance. Where the senior lender is not obligated to advance the additional amounts and has actual knowledge of the intervening junior liens, the advance may be subordinate to such intervening junior liens. Priority of advances under a “future advance” clause rests, in many other states, on state law giving priority to all advances made under the loan agreement up to a “credit limit” amount stated in the recorded mortgage.
Another provision typically found in the form of mortgage instrument used by many institutional lenders permits the lender to itself perform certain obligations of the borrower (for example, the obligations to pay when due all taxes and assessments on the property and, when due, all encumbrances, charges and liens on the property that are senior to the lien of the mortgage instrument, to maintain hazard insurance on the property, and to maintain and repair the property) upon a failure of the borrower to do so, with all sums so expended by the lender becoming part of the indebtedness secured by the mortgage instrument.
The form of mortgage instrument used by many institutional lenders typically requires the borrower to obtain the consent of the lender in respect of actions affecting the mortgaged property, including the execution of new leases and the termination or modification of existing leases, the performance of alterations to buildings forming a part of the mortgaged property and the execution of management and leasing agreements for the mortgaged property. Tenants will often refuse to execute leases unless the lender executes a written agreement with the tenant not to disturb the tenant’s possession of its premises in the event of a foreclosure. A senior lender may refuse to consent to matters approved by a junior lender, with the result that the value of the security for the junior mortgage instrument is diminished.
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Foreclosure
General. Foreclosure is a legal procedure that allows the lender to seek to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage in respect of the mortgaged property. If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.
Foreclosure Procedures Vary From State to State. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and non-judicial foreclosure pursuant to a power of sale usually granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.
A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires years to complete. Moreover, the filing by or against the borrower-mortgagor of a bankruptcy petition would impose an automatic stay on such proceedings and could further delay a foreclosure sale.
Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating proper defendants. As stated above, if the lender’s right to foreclose is contested by any defendant, the legal proceedings may be time-consuming. In addition, judicial foreclosure is a proceeding in equity and, therefore, equitable defenses may be raised against the foreclosure. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.
Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust or mortgage allows a non-judicial public sale to be conducted generally following a request from the beneficiary/lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party which has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or a junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. In addition to such cure rights, in most jurisdictions, the borrower-mortgagor or a subordinate lienholder can seek to enjoin the non-judicial foreclosure by commencing a court proceeding. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.
Both judicial and non-judicial foreclosures may result in the termination of leases at the mortgaged property, which in turn could result in the reduction in the income for such property. Some of the factors that will determine whether or not a lease will be terminated by a foreclosure are: the provisions of applicable state law, the priority of the mortgage vis-a-vis the lease in question, the
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terms of the lease and the terms of any subordination, non-disturbance and attornment agreement between the tenant under the lease and the mortgagee.
Equitable Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a non-monetary default, such as a failure to adequately maintain the mortgaged property or placing a subordinate mortgage or other encumbrance upon the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.
Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale for a number of reasons, including the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. For these reasons, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished. Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. The costs involved in a foreclosure process can often be quite expensive; such costs may include, depending on the jurisdiction involved, legal fees, court administration fees, referee fees and transfer taxes or fees. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The lender also will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender’s investment in the property. Moreover, because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.
The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness, including penalty fees and court costs, or face foreclosure.
Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption.” The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of the foreclosing lender have an equity of redemption and may redeem the property by paying the entire debt with interest. Those having an equity of redemption must
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generally be made parties and joined in the foreclosure proceeding in order for their equity of redemption to be terminated.
The equity of redemption is a common law (non-statutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.
Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following a non-judicial foreclosure. A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the judicially determined fair market value of the property at the time of the sale.
Leasehold Risks. Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default or the bankruptcy of the lessee or the lessor, the leasehold mortgagee would lose its security. This risk may be substantially lessened if the ground lease contains provisions protective of the leasehold mortgagee, such as a provision that requires the ground lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, a provision that permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, a provision that gives the leasehold mortgagee the right to enter into a new ground lease with the ground lessor on the same terms and conditions as the old ground lease or a provision that prohibits the ground lessee/borrower from treating the ground lease as terminated in the event of the ground lessor’s bankruptcy and rejection of the ground lease by the trustee for the debtor/ground lessor. Certain mortgage loans, however, may be secured by liens on ground leases that do not contain all or some of these provisions.
Regulated Healthcare Facilities. A mortgage loan may be secured by a mortgage on a nursing home or other regulated healthcare facility. In most jurisdictions, a license (which is nontransferable and may not be assigned or pledged) granted by the appropriate state regulatory authority is required to operate a regulated healthcare facility. Accordingly, the ability of a person acquiring this type of property upon a foreclosure sale to take possession of and operate the same as a regulated healthcare facility may be prohibited by applicable law. Notwithstanding the foregoing, however, in certain jurisdictions the person acquiring this type of property at a foreclosure sale may have the right to
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terminate the use of the same as a regulated healthcare facility and convert it to another lawful purpose.
Cross-Collateralization. Certain of the mortgage loans may be secured by more than one mortgage covering mortgaged properties located in more than one state. Because of various state laws governing foreclosure or the exercise of a power of sale and because, in general, foreclosure actions are brought in state court and the courts of one state cannot exercise jurisdiction over property in another state, it may be necessary upon a default under a cross-collateralized mortgage loan to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of the mortgages is not impaired or released.
Cooperative Loans. The cooperative shares owned by the tenant-stockholder and pledged to the lender are, in almost all cases, subject to restrictions on transfer as set forth in the cooperative’s certificate of incorporation and by-laws, as well as the proprietary lease or occupancy agreement, and may be cancelled by the cooperative for failure by the tenant-stockholder to pay rent or other obligations or charges owed by such tenant-stockholder, including mechanics’ liens against the cooperative apartment building incurred by such tenant-stockholder. The proprietary lease or occupancy agreement generally permit the cooperative to terminate such lease or agreement in the event an obligor fails to make payments or defaults in the performance of covenants required thereunder. Typically, the lender and the cooperative enter into a recognition agreement which establishes the rights and obligations of both parties in the event of a default by the tenant-stockholder. A default under the proprietary lease or occupancy agreement will usually constitute a default under the security agreement between the lender and the tenant-stockholder.
The recognition agreement generally provides that, in the event that the tenant-stockholder has defaulted under the proprietary lease or the occupancy agreement is terminated, the cooperative will recognize the lender’s lien against proceeds from the sale of the cooperative apartment, subject, however, to the cooperative’s right to sums due under such proprietary lease or occupancy agreement. The total amount owed to the cooperative by the tenant-stockholder, which the lender generally cannot restrict and does not monitor, could reduce the value of the collateral below the outstanding principal balance of the cooperative loan and accrued and unpaid interest thereon.
Recognition agreements also provide that in the event of a foreclosure on a cooperative loan, the lender must obtain the approval or consent of the cooperative as required by the proprietary lease before transferring the cooperative shares or assigning the proprietary lease. Generally, the lender is not limited in any rights it may have to dispossess the tenant-stockholders.
In some states, foreclosure on the cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the Uniform Commercial Code and the security agreement relating to those shares. Article 9 of the Uniform Commercial Code requires that a sale be conducted in a “commercially reasonable” manner. Whether a foreclosure sale has been conducted in a “commercially reasonable” manner will depend on the facts in each case. In determining commercial reasonableness, a court will look to the notice given the debtor and the method, manner, time, place and terms of the foreclosure. Generally, a sale conducted according to the usual practice of banks selling similar collateral will be considered reasonably conducted.
Article 9 of the Uniform Commercial Code provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. The recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperatives to receive sums due under the proprietary lease or occupancy agreement. If there are proceeds remaining, the lender must account to the tenant-stockholder for the surplus. Conversely, if a portion of the indebtedness remains unpaid, the tenant-stockholder is generally responsible for the deficiency.
Bankruptcy Laws
Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example,
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under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) to collect a debt are automatically stayed upon the filing of the bankruptcy petition and, often, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by the automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienholder would stay the senior lender from proceeding with any foreclosure action.
Under the Bankruptcy Code, provided certain substantive and procedural safeguards protective of the lender’s secured claim are met, the amount and terms of a mortgage loan secured by a lien on property of the debtor may be modified under certain circumstances. For example, if the loan is undersecured, the outstanding amount of the loan which would remain secured may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender’s security interest) pursuant to a confirmed plan, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment by means of a reduction in the rate of interest and/or an alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or by an extension (or shortening) of the term to maturity. Some bankruptcy courts have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years. Also under federal bankruptcy law, a bankruptcy court may permit a debtor through its rehabilitative plan to de-accelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the full amount due under the original loan is never repaid.
Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in the lease to such effect or because of certain other similar events. This prohibition could limit the ability of the trustee for a series of certificates to exercise certain contractual remedies with respect to the leases. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate. This may delay a trustee’s exercise of such remedies for a related series of certificates in the event that a related lessee or a related mortgagor becomes the subject of a proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed from enforcing a lease assignment by a mortgagor related to a mortgaged property if the related mortgagor was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in a bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the lease that occurred prior to the filing of the lessee’s petition. Rents and other proceeds of a mortgage loan may also escape an assignment thereof if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding. See “—Leases and Rents” above.
In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. Such remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, such rejection generally constitutes a breach of the executory contract or unexpired lease immediately before the date of filing the petition. As a consequence, the other party or parties to such lease, such as the mortgagor, as lessor under a lease, would have only an unsecured claim against the debtor for damages resulting from such breach which could adversely affect the security for the related mortgage loan. In addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a
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lessor’s damages for lease rejection in respect of future rent installments are limited to the rent reserved by the lease, without acceleration, for the greater of one year or 15% of the remaining term of the lease, but not more than three years.
If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat such lease as terminated by such rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of such term, and for any renewal or extension of such term that is enforceable by the lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after such a rejection of a lease, the lessee may offset any damages occurring after such date caused by the nonperformance of any obligation of the lessor under the lease after such date against rents reserved under the lease. To the extent provided in the accompanying prospectus supplement, the lessee will agree under certain leases to pay all amounts owing thereunder to the master servicer without offset. To the extent that such a contractual obligation remains enforceable against the lessee, the lessee would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the Bankruptcy Code.
In a bankruptcy or similar proceeding of a mortgagor, action may be taken seeking the recovery, as a preferential transfer or on other grounds, of any payments made by the mortgagor, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long-term debt may be protected from recovery as preferences if they are payments in the ordinary course of business made on debts incurred in the ordinary course of business. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.
A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a mortgagor with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors.
Certain of the mortgagors may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the mortgagors may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partner to agree within a specified time frame (often 60 days) after such withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of such partnerships triggers the dissolution of such partnership, the winding up of its affairs and the distribution of its assets. Such state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a mortgagor, the winding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligation under a related mortgage loan, which may reduce the yield on the related series of certificates in the same manner as a principal prepayment.
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In addition, the bankruptcy of the general partner of a mortgagor that is a partnership may provide the opportunity for a trustee in bankruptcy for such general partner, such general partner as a debtor-in-possession, or a creditor of such general partner to obtain an order from a court consolidating the assets and liabilities of the general partner with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the mortgaged property could become property of the estate of such bankrupt general partner. Not only would the mortgaged property be available to satisfy the claims of creditors of such general partner, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to such mortgaged property. However, such an occurrence should not affect the trustee’s status as a secured creditor with respect to the mortgagor or its security in the mortgaged property.
Environmental Considerations
General. A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military, disposal or certain commercial activities. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions and natural resource damages that could exceed the value of the property or the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for such costs.
Superlien Laws. Under certain federal and state laws, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien.”
CERCLA. The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. Excluded from CERCLA’s definition of “owner” or “operator,” however, is a lender that, “without participating in the management” of a facility holds indicia of ownership primarily to protect his security interest in the facility. This secured creditor exemption is intended to provide a lender certain protections from liability under CERCLA as an owner or operator of contaminated property. However, a secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender are deemed to have actually participated in the management of such mortgaged property or the operations of the borrower. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability, if incurred, would not be limited to, and could substantially exceed, the original or unamortized principal balance of a loan or to the value of the property securing a loan.
In addition, lenders may face potential liability for remediation of releases of petroleum or hazardous wastes from underground storage tanks under the federal Resource Conservation and Recovery Act (“RCRA”), if they are deemed to be the “owners” or “operators” of facilities in which they have a security interest or upon which they have foreclosed.
The federal Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “Lender Liability Act”) seeks to clarify the actions a lender may take without incurring liability as an “owner” or “operator” of contaminated property or underground petroleum storage tanks. The Lender Liability Act amends CERCLA and RCRA to provide guidance on actions that do or do not constitute “participation in management.” However, the protections afforded by these amendments are subject to terms and conditions that have not been clarified by the courts. Moreover, the Lender Liability Act does not, among other things: (1) eliminate potential liability to lenders under CERCLA or RCRA, (2) necessarily reduce credit risks associated with lending to borrowers having significant environmental liabilities or potential liabilities, (3) eliminate environmental risks associated with taking possession of contaminated property or underground storage tanks or assuming control of the operations thereof, or (4) necessarily affect liabilities or potential liabilities under state environmental
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laws which may impose liability on “owners or operators” but do not incorporate the secured creditor exemption.
Certain Other State Laws. Many states have statutes similar to CERCLA and RCRA, and not all of those statutes provide for a secured creditor exemption.
In a few states, transfers of some types of properties are conditioned upon cleanup of contamination. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to enter into an agreement with the state providing for the cleanup of the contamination before selling or otherwise transferring the property.
Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury, or damage to property) related to hazardous environmental conditions on a property. While a party seeking to hold a lender liable in such cases may face litigation difficulties, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations.
Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against other potentially liable parties, but such parties may be bankrupt or otherwise judgment proof. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certificateholders.
To reduce the likelihood of such a loss, unless otherwise specified in the accompanying prospectus supplement, the pooling and servicing agreement will provide that the master servicer, acting on behalf of the trustee, may not take possession of a mortgaged property or take over its operation unless the master servicer, based solely on a report (as to environmental matters) prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so, as described under “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” in this prospectus.
If a lender forecloses on a mortgage secured by a property, the operations of which are subject to environmental laws and regulations, the lender may be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.
In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may result in the imposition of certain investigation or remediation requirements and/or decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure.
Due-on-Sale and Due-on-Encumbrance
Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses in many states. By virtue, however, of the Garn-St. Germain Depository Institutions Act of 1982 (the “Garn-St Germain Act”), effective October 15, 1982 (which purports to preempt state laws that prohibit the enforcement of due-on-sale clauses by providing, among other matters, that “due-on-sale” clauses in certain loans made after the effective date of the Garn-St Germain Act are enforceable, within certain limitations as set forth in the Garn-St Germain Act and the regulations promulgated thereunder), a master servicer may nevertheless have the right to accelerate the maturity of a mortgage loan that contains a “due-on-sale” provision upon transfer of an interest in the property, regardless of the master servicer’s ability to demonstrate that a sale threatens its legitimate security interest.
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Subordinate Financing
Certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.
Default Interest and Limitations on Prepayments
Notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.
Certain Laws and Regulations; Types of Mortgaged Properties
The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses for a particular mortgaged property (e.g., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan. Mortgages on properties which are owned by the mortgagor under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged properties which are hotels or motels may present additional risk in that hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be limited by the operator. In addition, the transferability of the hotel’s liquor and other licenses to an entity acquiring the hotel either through purchases or foreclosure is subject to the vagaries of local law requirements. In addition, mortgaged properties which are multifamily residential properties may be subject to rent control laws, which could impact the future cash flows of such properties.
Applicability of Usury Laws
Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations shall not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to reimpose interest rate limits by adopting, before April 1, 1983, a law or constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.
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No mortgage loan originated in any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms thereof are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that such choice of law provision would be given effect.
Servicemembers Civil Relief Act
Under the terms of the Servicemembers Civil Relief Act (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), upon notification by such borrower, may not be charged interest (including fees and charges) above an annual rate of 6% during the period of such borrower’s active duty status. In addition to adjusting the interest, the lender must forgive any such interest in excess of 6%, unless a court or administrative agency orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or the National Oceanic and Atmospheric Administration assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of any servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or, unless otherwise specified in the accompanying prospectus supplement, any form of credit support provided in connection with such certificates. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status and, under certain circumstances, during an additional three-month period thereafter.
Americans with Disabilities Act
Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers that are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. The requirements of the ADA may also be imposed on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.
Forfeiture in Drug, RICO and Money Laundering Proceedings
Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001
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(the “USA Patriot Act”) and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.
In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (1) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (2) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.
Federal Deposit Insurance Act; Commercial Mortgage Loan Servicing
Under the Federal Deposit Insurance Act, federal bank regulatory authorities, including the Office of the Comptroller of the Currency (OCC), have the power to determine if any activity or contractual obligation of a bank constitutes an unsafe or unsound practice or violates a law, rule or regulation applicable to such bank. If Wells Fargo or another bank is a servicer and/or a mortgage loan seller for a series and the OCC, which has primary regulatory authority over Wells Fargo and other banks, were to find that any obligation of Wells Fargo or such other bank under the related pooling and servicing agreement or other agreement or any activity of Wells Fargo or such other bank constituted an unsafe or unsound practice or violated any law, rule or regulation applicable to it, the OCC could order Wells Fargo or such other bank, among other things, to rescind such contractual obligation or terminate such activity.
In March 2003, the OCC issued a temporary cease and desist order against a national bank (which was converted to a consent order in April 2003) asserting that, contrary to safe and sound banking practices, the bank was receiving inadequate servicing compensation in connection with several credit card securitizations sponsored by its affiliates because of the size and subordination of the contractual servicing fee, and ordered the bank, among other things, to immediately resign as servicer, to cease all servicing activity within 120 days and to immediately withhold funds from collections in an amount sufficient to compensate it for its actual costs and expenses of servicing (notwithstanding the priority of payments in the related securitization agreements). Although, at the time the 2003 temporary cease and desist order was issued, no conservator or receiver had been appointed with respect to the national bank, the national bank was already under a consent cease and desist order issued in May 2002 covering numerous matters, including a directive that the bank develop and submit a plan of disposition providing for the sale or liquidation of the bank, imposing general prohibitions on the acceptance of new credit card accounts and deposits in general, and placing significant restrictions on the bank’s transactions with its affiliates.
While the depositor does not believe that the OCC would consider, with respect to any series, (i) provisions relating to Wells Fargo or another bank acting as a servicer under the related pooling and servicing agreement, (ii) the payment or amount of the servicing compensation payable to Wells Fargo or another bank or (iii) any other obligation of Wells Fargo or another bank under the related pooling and servicing agreement or other contractual agreement under which the depositor may purchase mortgage loans from Wells Fargo or another bank, to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that the OCC in the future would not conclude otherwise. If the OCC did reach such a conclusion, and ordered Wells Fargo or another bank to rescind or amend any such agreement, payments on certificates could be delayed or reduced.
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
General
This is a general discussion of the anticipated material federal income tax consequences of purchasing, owning and transferring the offered certificates. This discussion is directed to certificateholders that acquire the offered certificates in the initial offering and hold the offered certificates as capital assets within the meaning of section 1221 of the Internal Revenue Code of 1986
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(the “Code”). It does not discuss all federal income tax consequences that may be relevant to owners of offered certificates, particularly investors subject to special treatment under the Code, including:
● | banks, |
● | insurance companies, |
● | foreign investors. |
● | tax exempt investors, |
● | holders whose “functional currency” is not the United States dollar, |
● | United States expatriates, and |
● | holders holding the offered certificates as part of a hedge, straddle, or conversion transaction. |
Further, this discussion and any legal opinions referred to in this discussion are based on current provisions and interpretations of the Code and the accompanying Treasury regulations and on current judicial and administrative rulings. All of these authorities are subject to change and any change can apply retroactively. No rulings have been or will be sought from the Internal Revenue Service (the “IRS”) with respect to any of the federal income tax consequences discussed below. Accordingly, the IRS may take contrary positions.
Investors and preparers of tax returns should be aware that under applicable Treasury regulations a provider of advice on specific issues of law is not considered an income tax return preparer unless the advice is—
● | given with respect to events that have occurred at the time the advice is rendered, and |
● | is directly relevant to the determination of an entry on a tax return. |
Accordingly, even if this discussion addresses an issue regarding the tax treatment of the owner of the offered certificates, investors are encouraged to consult their own tax advisors regarding that issue. Investors should do so not only as to federal taxes, but also as to state and local taxes. See “State and Other Tax Consequences.”
The following discussion addresses securities of two general types:
● | REMIC certificates, representing interests in a trust, or a portion of the assets of that trust, as to which a specified person or entity will make a real estate mortgage investment conduit, or REMIC, election under sections 860A through 860G of the Code; and |
● | grantor trust certificates, representing interests in a trust, or a portion of the assets of that trust, as to which no REMIC election will be made. |
We will indicate in the prospectus supplement for each series of offered certificates whether the related trustee, another party to the related pooling and servicing agreement or an agent appointed by that trustee or other party will act as tax administrator for the related trust. If the related tax administrator is required to make a REMIC election, we also will identify in the related prospectus supplement all regular interests and residual interests in the REMIC.
The following discussion is limited to certificates offered under this prospectus. In addition, this discussion applies only to the extent that the related trust holds only mortgage loans. If a trust holds assets other than mortgage loans, such as mortgage-backed securities, we will disclose in the related prospectus supplement the tax consequences associated with those other assets being included. In addition, if agreements other than guaranteed investment contracts are included in a
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trust to provide interest rate protection for the related offered certificates, the anticipated material tax consequences associated with those agreements will also be discussed in the related prospectus supplement.
The following discussion is based in part on the rules governing original issue discount in sections 1271 through 1273 and 1275 of the Code and in the Treasury regulations issued under those sections. It is also based in part on the rules governing REMICs in sections 860A through 860G of the Code and in the Treasury regulations issued or proposed under those sections. The regulations relating to original issue discount do not adequately address all issues relevant to, and in some instances provide that they are not applicable to, securities such as the offered certificates.
REMICs
General. With respect to each series of offered certificates for which the related tax administrator will make a REMIC election, our counsel will deliver its opinion generally to the effect that, assuming compliance with all provisions of the related pooling and servicing agreement and any related intercreditor agreements, and subject to any other assumptions set forth in the opinion:
● | the related trust, or the relevant designated portion of the trust, will qualify as a REMIC, and |
● | any and all offered certificates representing interests in a REMIC will be either— |
1. | regular interests in the REMIC, or |
2. | residual interests in the REMIC. |
If an entity electing to be treated as a REMIC fails to comply with the ongoing requirements of the Code for REMIC status, it may lose its REMIC status. If so, the entity may become taxable as a corporation. Therefore, the related certificates may not be given the tax treatment summarized below. Although the Code authorizes the Treasury Department to issue regulations providing relief in the event of an inadvertent termination of REMIC status, the Treasury Department has not done so. Any relief mentioned above, moreover, may be accompanied by sanctions. These sanctions could include the imposition of a corporate tax on all or a portion of a trust’s income for the period in which the requirements for REMIC status are not satisfied. The pooling and servicing agreement with respect to each REMIC will include provisions designed to maintain its status as a REMIC under the Code.
Characterization of Investments in REMIC Certificates. Unless we state otherwise in the related prospectus supplement, the offered certificates that are REMIC certificates will be treated as—
● | “real estate assets” within the meaning of section 856(c)(5)(B) of the Code in the hands of a real estate investment trust, and |
● | “loans secured by an interest in real property” or other assets described in section 7701(a)(19)(C) of the Code in the hands of a thrift institution, |
in the same proportion that the assets of the related REMIC are so treated.
However, to the extent that the REMIC assets constitute mortgage loans on property not used for residential or other prescribed purposes, the related offered certificates will not be treated as assets qualifying under section 7701(a)(19)(C) of the Code. If 95% or more of the assets of the REMIC qualify for any of the foregoing characterizations at all times during a calendar year, the related offered certificates will qualify for the corresponding status in their entirety for that calendar year.
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In addition, unless we state otherwise in the related prospectus supplement, offered certificates that are REMIC regular certificates will be “qualified mortgages” within the meaning of section 860G(a)(3) of the Code in the hands of another REMIC.
Finally, interest, including original issue discount, on offered certificates that are REMIC regular certificates, and income allocated to offered certificates that are REMIC residual certificates, will be interest described in section 856(c)(3)(B) of the Code if received by a real estate investment trust, to the extent that these certificates are treated as “real estate assets” within the meaning of section 856(c)(5)(B) of the Code.
The related tax administrator will determine the percentage of the REMIC’s assets that constitute assets described in the above-referenced sections of the Code with respect to each calendar quarter based on the average adjusted basis of each category of the assets held by the REMIC during that calendar quarter. The related tax administrator will report those determinations to certificateholders in the manner and at the times required by applicable Treasury regulations.
The assets of the REMIC will include, in addition to mortgage loans—
● | collections on mortgage loans held pending payment on the related offered certificates, and |
● | any property acquired by foreclosure held pending sale, and may include amounts in reserve accounts. |
It is unclear whether property acquired by foreclosure held pending sale, and amounts in reserve accounts, would be considered to be part of the mortgage loans, or whether these assets otherwise would receive the same treatment as the mortgage loans for purposes of the above-referenced sections of the Code. In addition, in some instances, the mortgage loans may not be treated entirely as assets described in those sections of the Code. If so, we will describe in the related prospectus supplement those mortgage loans that are characterized differently. The Treasury regulations do provide, however, that cash received from collections on mortgage loans held pending payment is considered part of the mortgage loans for purposes of section 856(c)(5)(B) of the Code, relating to real estate investment trusts.
To the extent a REMIC certificate represents ownership of an interest in a mortgage loan that is secured in part by the related borrower’s interest in a bank account, that mortgage loan is not secured solely by real estate. Accordingly:
● | a portion of that certificate may not represent ownership of “loans secured by an interest in real property” or other assets described in section 7701(a)(19)(C) of the Code; |
● | a portion of that certificate may not represent ownership of “real estate assets” under section 856(c)(5)(B) of the Code; and |
● | the interest on that certificate may not constitute “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Code. |
Tiered REMIC Structures. For some series of REMIC certificates, the related tax administrator may make two or more REMIC elections as to the related trust for federal income tax purposes. As to each of these series of REMIC certificates, our counsel will opine that each portion of the related trust for which a REMIC election is to be made will qualify as a REMIC. Each of these series will be treated as interests in one REMIC solely for purposes of determining:
● | whether the related REMIC certificates will be “real estate assets” within the meaning of section 856(c)(5)(B) of the Code, |
● | whether the related REMIC certificates will be “loans secured by an interest in real property” under section 7701(a)(19)(C) of the Code, and |
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● | whether the interest/income on the related REMIC certificates is interest described in section 856(c)(3)(B) of the Code. |
Taxation of Owners of REMIC Regular Certificates.
General. Except as otherwise stated in this discussion, the Code treats REMIC regular certificates as debt instruments issued by the REMIC and not as ownership interests in the REMIC or its assets. Holders of REMIC regular certificates that otherwise report income under the cash method of accounting must nevertheless report income with respect to REMIC regular certificates under the accrual method.
Original Issue Discount. Some REMIC regular certificates may be issued with original issue discount within the meaning of section 1273(a) of the Code. Any holders of REMIC regular certificates issued with original issue discount generally will have to include original issue discount in income as it accrues, in accordance with a constant yield method, prior to the receipt of the cash attributable to that income. The Treasury Department has issued regulations under sections 1271 through 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Section 1272(a)(6) of the Code provides special rules applicable to the accrual of original issue discount on, among other instruments, REMIC regular certificates. The Treasury Department has not issued regulations under that section. You should be aware, however, that section 1272(a)(6) and the regulations under sections 1271 to 1275 of the Code do not adequately address all issues relevant to, or are not applicable to, prepayable securities such as the offered certificates. We recommend that you consult with your own tax advisor concerning the tax treatment of your offered certificates.
The Code requires, in computing the accrual of original issue discount on REMIC regular certificates, that a reasonable assumption be used concerning the rate at which borrowers will prepay the mortgage loans held by the related REMIC. Further, adjustments must be made in the accrual of that original issue discount to reflect differences between the prepayment rate actually experienced and the assumed prepayment rate. The prepayment assumption is to be determined in a manner prescribed in Treasury regulations that the Treasury Department has not yet issued. The Conference Committee Report accompanying the Tax Reform Act of 1986 (the “Committee Report”) indicates that the regulations should provide that the prepayment assumption used with respect to a REMIC regular certificate is determined once, at initial issuance, and must be the same as that used in pricing. The prepayment assumption used in reporting original issue discount for each series of REMIC regular certificates will be consistent with this standard and will be disclosed in the related prospectus supplement. However, neither we nor any other person will make any representation that the mortgage loans underlying any series of REMIC regular certificates will in fact prepay at a rate conforming to the prepayment assumption or at any other rate or that the IRS will not challenge on audit the prepayment assumption used.
The original issue discount, if any, on a REMIC regular certificate will be the excess of its stated redemption price at maturity over its issue price.
The issue price of a particular class of REMIC regular certificates will be the first cash price at which a substantial amount of those certificates are sold, excluding sales to bond houses, brokers and underwriters. If less than a substantial amount of a particular class of REMIC regular certificates is sold for cash on or prior to the related date of initial issuance of those certificates, then the issue price for that class will be the fair market value of that class on the date of initial issuance.
Under the Treasury regulations, the stated redemption price of a REMIC regular certificate is equal to the total of all payments to be made on that certificate other than qualified stated interest. Qualified stated interest is interest that is unconditionally payable at least annually, during the entire term of the instrument, at:
● | a single fixed rate, |
● | a “qualified floating rate,” |
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● | an “objective rate,” |
● | a combination of a single fixed rate and one or more “qualified floating rates,” |
● | a combination of a single fixed rate and one “qualified inverse floating rate,” or |
● | a combination of “qualified floating rates” that does not operate in a manner that accelerates or defers interest payments on the REMIC regular certificate. |
In the case of REMIC regular certificates bearing adjustable interest rates, the determination of the total amount of original issue discount and the timing of the inclusion of that discount will vary according to the characteristics of those certificates. If the original issue discount rules apply to those certificates, we will describe in the related prospectus supplement the manner in which those rules will be applied with respect to those certificates in preparing information returns to the certificateholders and the IRS.
Some classes of REMIC regular certificates may provide that the first interest payment with respect to those certificates be made more than one month after the date of initial issuance, a period that is longer than the subsequent monthly intervals between interest payments. Assuming the accrual period for original issue discount is the monthly period that ends on each distribution date, then, as a result of this long first accrual period, some or all interest payments may be required to be included in the stated redemption price of the REMIC regular certificate and accounted for as original issue discount. Because interest on REMIC regular certificates must in any event be accounted for under an accrual method, applying this analysis would result in only a slight difference in the timing of the inclusion in income of the yield on the REMIC regular certificates.
In addition, if the accrued interest to be paid on the first distribution date is computed with respect to a period that begins prior to the date of initial issuance, a portion of the purchase price paid for a REMIC regular certificate will reflect that accrued interest. In those cases, information returns provided to the certificateholders and the IRS will be based on the position that the portion of the purchase price paid for the interest accrued prior to the date of initial issuance is treated as part of the overall cost of the REMIC regular certificate. Therefore, the portion of the interest paid on the first distribution date in excess of interest accrued from the date of initial issuance to the first distribution date is included in the stated redemption price of the REMIC regular certificate. However, the Treasury regulations state that all or some portion of this accrued interest may be treated as a separate asset, the cost of which is recovered entirely out of interest paid on the first distribution date. It is unclear how an election to do so would be made under these regulations and whether this election could be made unilaterally by a certificateholder.
Notwithstanding the general definition of original issue discount, original issue discount on a REMIC regular certificate will be considered to bede minimis if it is less than 0.25% of the stated redemption price of the certificate multiplied by its weighted average maturity. For this purpose, the weighted average maturity of a REMIC regular certificate is computed as the sum of the amounts determined, for each payment included in the stated redemption price of the certificate, by multiplying:
● | the number of complete years, rounding down for partial years, from the date of initial issuance, until that payment is expected to be made, presumably taking into account the prepayment assumption, by |
● | a fraction— |
1. | the numerator of which is the amount of the payment, and |
2. | the denominator of which is the stated redemption price at maturity of the certificate. |
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Under the Treasury regulations, original issue discount of only ade minimis amount, other thande minimis original issue discount attributable to a so-called “teaser” interest rate or an initial interest holiday, will be included in income as each payment of stated principal is made, based on the product of:
● | the total amount of thede minimisoriginal issue discount, and |
● | a fraction— |
1. | the numerator of which is the amount of the principal payment, and |
2. | the denominator of which is the outstanding stated principal amount of the subject REMIC regular certificate. |
The Treasury regulations also would permit you to elect to accruede minimis original issue discount into income currently based on a constant yield method. See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Market Discount” below for a description of that election under the applicable Treasury regulations.
If original issue discount on a REMIC regular certificate is in excess of ade minimis amount, the holder of the certificate must include in ordinary gross income the sum of the daily portions of original issue discount for each day during its taxable year on which it held the certificate, including the purchase date but excluding the disposition date. In the case of an original holder of a REMIC regular certificate, the daily portions of original issue discount will be determined as described below in this “—Original Issue Discount” subsection.
As to each accrual period, the related tax administrator will calculate the original issue discount that accrued during that accrual period. For these purposes, an accrual period is, unless we otherwise state in the related prospectus supplement, the period that begins on a date that corresponds to a distribution date, or in the case of the first accrual period, begins on the date of initial issuance, and ends on the day preceding the next following distribution date. The portion of original issue discount that accrues in any accrual period will equal the excess, if any, of:
● | the sum of: |
1. | the present value, as of the end of the accrual period, of all of the payments remaining to be made on the subject REMIC regular certificate, if any, in future periods, taking into account the prepayment assumption, and |
2. | the payments made on that certificate during the accrual period of amounts included in the stated redemption price, over |
● | the adjusted issue price of the subject REMIC regular certificate at the beginning of the accrual period. |
The adjusted issue price of a REMIC regular certificate is:
● | the issue price of the certificate, increased by |
● | the total amount of original issue discount previously accrued on the certificate, reduced by |
● | the amount of all prior payments of amounts included in its stated redemption price. |
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The present value of the remaining payments referred to in item 1. of the second preceding sentence will be calculated:
● | assuming that payments on the REMIC regular certificate will be received in future periods based on the related mortgage loans being prepaid at a rate equal to the prepayment assumption; |
● | using a discount rate equal to the original yield to maturity of the certificate, based on its issue price and the assumption that the related mortgage loans will be prepaid at a rate equal to the prepayment assumption; and |
● | taking into account events, including actual prepayments, that have occurred before the close of the accrual period. |
The original issue discount accruing during any accrual period, computed as described above, will be allocated ratably to each day during the accrual period to determine the daily portion of original issue discount for that day.
A subsequent purchaser of a REMIC regular certificate that purchases the certificate at a cost, excluding any portion of that cost attributable to accrued qualified stated interest, that is less than its remaining stated redemption price, will also be required to include in gross income the daily portions of any original issue discount with respect to the certificate. However, the daily portion will be reduced, if the cost is in excess of its adjusted issue price, in proportion to the ratio that the excess bears to the total original issue discount remaining to be accrued on the certificate. The adjusted issue price of a REMIC regular certificate, as of any date of determination, equals the sum of:
● | the adjusted issue price or, in the case of the first accrual period, the issue price, of the certificate at the beginning of the accrual period which includes that date of determination, and |
● | the daily portions of original issue discount for all days during that accrual period prior to that date of determination |
● | less any amounts included in its stated redemption price paid during the accrual period prior to the date of determination. |
If the foregoing method for computing original issue discount results in a negative amount of original issue discount as to any accrual period with respect to a REMIC regular certificate held by you, the amount of original issue discount accrued for that accrual period will be zero. You may not deduct the negative amount currently. Instead, you will only be permitted to offset it against future positive original issue discount, if any, attributable to the certificate. Although not free from doubt, it is possible that you may be permitted to recognize a loss to the extent your basis in the certificate exceeds the maximum amount of payments that you could ever receive with respect to the certificate. However, the loss may be a capital loss, which is limited in its deductibility. The foregoing considerations are particularly relevant to certificates that have no, or a disproportionately small, amount of principal because they can have negative yields if the mortgage loans held by the related REMIC prepay more quickly than anticipated.
The Treasury regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that used by the issuer. Accordingly, it is possible that you may be able to select a method for recognizing original issue discount that differs from that used by the trust in preparing reports to you and the IRS. Prospective purchasers of the REMIC regular certificates are encouraged to consult their tax advisors concerning the tax treatment of the certificates in this regard.
The Treasury Department has proposed regulations that would create a special rule for accruing original issue discount on REMIC regular certificates that provide for a delay between record and distribution dates, such that the period over which original issue discount accrues coincides with
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the period over which the certificate holder’s right to interest payment accrues under the governing contract provisions rather than over the period between distribution dates. If the proposed regulations are adopted in the same form as proposed, certificate holders would be required to accrue interest from the issue date to the first record date, but would not be required to accrue interest after the last record date. The proposed regulations are limited to REMIC regular certificates with delayed payment periods of fewer than 32 days. The proposed regulations are proposed to apply to any REMIC regular certificate issued after the date the final regulations are published in the Federal Register. The proposed regulations provide automatic consent for the holder of a REMIC regular certificate to change its method of accounting for original issue discount under the final regulations. The change is proposed to be made on a cut-off basis and, thus, does not affect REMIC regular interests certificates issued before the date the final regulations are published in the Federal Register.
The Treasury Department has issued a notice of proposed rulemaking on the timing of income and deductions attributable to interest-only regular interests in a REMIC. In this notice, the Treasury Department and the IRS requested comments on whether to adopt special rules for taxing regular interests in a REMIC that are entitled only to a specified portion of the interest in respect of one or more mortgage loans held by the REMIC (“REMIC IOs”), high-yield REMIC regular interests, and apparent negative-yield instruments. The Treasury Department and the IRS also requested comments on different methods for taxing the foregoing instruments, including the possible recognition of negative amounts of original issue discount, the formulation of special guidelines for the application of section 166 of the Code, relating to bad debt deductions to REMIC IOs and similar instruments, and the adoption of a new alternative method applicable to REMIC IOs and similar instruments. It is uncertain whether IRS actually will propose any regulations as a consequence of the solicitation of comments and when any resulting new rules would be effective.
Market Discount. You will be considered to have purchased a REMIC regular certificate at a market discount if—
● | in the case of a certificate issued without original issue discount, you purchased the certificate at a price less than its remaining stated principal amount, or |
● | in the case of a certificate issued with original issue discount, you purchased the certificate at a price less than its adjusted issue price. |
If you purchase a REMIC regular certificate with more than ade minimis amount of market discount, you will recognize gain upon receipt of each payment representing stated redemption price. Under section 1276 of the Code, you generally will be required to allocate the portion of each payment representing some or all of the stated redemption price first to accrued market discount not previously included in income. You must recognize ordinary income to that extent. You may elect to include market discount in income currently as it accrues rather than including it on a deferred basis in accordance with the foregoing. If made, this election will apply to all market discount bonds acquired by you on or after the first day of the first taxable year to which this election applies.
Each of the elections described above to accrue interest and discount, and to amortize premium, with respect to a certificate on a constant yield method or as interest would be irrevocable except with the approval of the IRS.
Market discount with respect to a REMIC regular certificate will be considered to bede minimis for purposes of section 1276 of the Code if the market discount is less than 0.25% of the remaining stated redemption price of the certificate multiplied by the number of complete years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the Treasury regulations refer to the weighted average maturity of obligations. It is likely that the same rule will be applied with respect to market discount, taking into account the prepayment assumption. If market discount is treated asde minimis under this rule, it appears that the actual discount would be treated in a manner similar to original issue discount of ade minimis amount. See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above. This treatment would result in discount being included in income at a
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slower rate than discount would be required to be included in income using the method described above.
Section 1276(b)(3) of the Code specifically authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until regulations are issued by the Treasury Department, the relevant rules described in the Committee Report apply. The Committee Report indicates that in each accrual period, you may accrue market discount on a REMIC regular certificate held by you, at your option:
● | on the basis of a constant yield method, |
● | in the case of a certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid in the accrual period bears to the total amount of stated interest remaining to be paid on the certificate as of the beginning of the accrual period, or |
● | in the case of a certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total amount of original issue discount remaining on the certificate at the beginning of the accrual period. |
The prepayment assumption used in calculating the accrual of original issue discount is also used in calculating the accrual of market discount.
To the extent that REMIC regular certificates provide for monthly or other periodic payments throughout their term, the effect of these rules may be to require market discount to be includible in income at a rate that is not significantly slower than the rate at which the discount would accrue if it were original issue discount. Moreover, in any event a holder of a REMIC regular certificate generally will be required to treat a portion of any gain on the sale or exchange of the certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income.
Further, section 1277 of the Code may require you to defer a portion of your interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry a REMIC regular certificate purchased with market discount. For these purposes, thede minimis rule referred to above applies. Any deferred interest expense would not exceed the market discount that accrues during the related taxable year and is, in general, allowed as a deduction not later than the year in which the related market discount is includible in income. If you have elected, however, to include market discount in income currently as it accrues, the interest deferral rule described above would not apply.
Premium. A REMIC regular certificate purchased at a cost, excluding any portion of the cost attributable to accrued qualified stated interest, that is greater than its remaining stated redemption price will be considered to be purchased at a premium. You may elect under section 171 of the Code to amortize the premium over the life of the certificate. If you elect to amortize bond premium, bond premium would be amortized on a constant yield method and would be applied as an offset against qualified stated interest. If made, this election will apply to all debt instruments having amortizable bond premium that you own or subsequently acquire. The IRS has issued regulations on the amortization of bond premium, but they specifically do not apply to holders of REMIC regular certificates.
The Treasury regulations also permit you to elect to include all interest, discount and premium in income based on a constant yield method, further treating you as having made the election to amortize premium generally. See “—Taxation of Owners of REMIC Regular Certificates—Market Discount” above. The Committee Report states that the same rules that apply to accrual of market discount and require the use of a prepayment assumption in accruing market discount with respect to
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REMIC regular certificates without regard to whether those certificates have original issue discount, will also apply in amortizing bond premium under section 171 of the Code.
Whether you will be treated as holding a REMIC regular certificate with amortizable bond premium will depend on—
● | the purchase price paid for your offered certificate, and |
● | the payments remaining to be made on your offered certificate at the time of its acquisition by you. |
If you acquire an interest in any class of REMIC regular certificates issued at a premium, you are encouraged to consider consulting your own tax advisor regarding the possibility of making an election to amortize the premium.
Constant Yield Election. The Treasury regulations also permit you to elect to accrue all interest and discount, including de minimis market or original issue discount, in income as interest, and to amortize premium, based on a constant yield method. Your making this election with respect to a REMIC regular certificate with market discount would be deemed to be an election to include currently market discount in income with respect to all other debt instruments with market discount that you acquire on or after the first day of the first taxable year to which this election applies. Similarly, your making this election as to a certificate acquired at a premium would be deemed to be an election to amortize bond premium, with respect to all debt instruments having amortizable bond premium that you own or acquire on or after the first day of the first taxable year to which this election applies See “—REMICs —Taxation of Owners of REMIC Regular Certificates—Premium” above.
Realized Losses. Under section 166 of the Code, if you are either a corporate holder of a REMIC regular certificate or a noncorporate holder of a REMIC regular certificate that acquires the certificate in connection with a trade or business, you should be allowed to deduct, as ordinary losses, any losses sustained during a taxable year in which your offered certificate becomes wholly or partially worthless as the result of one or more realized losses on the related mortgage loans. However, if you are a noncorporate holder that does not acquire a REMIC regular certificate in connection with a trade or business, it appears that—
● | you will not be entitled to deduct a loss under section 166 of the Code until your offered certificate becomes wholly worthless, which is when its principal balance has been reduced to zero, and |
● | the loss will be characterized as a short-term capital loss. |
You will also have to accrue interest and original issue discount with respect to your REMIC regular certificate, without giving effect to any reductions in payments attributable to defaults or delinquencies on the related mortgage loans, until it can be established that those payment reductions are not recoverable. As a result, your taxable income in a period could exceed your economic income in that period. If any of those amounts previously included in taxable income are not ultimately received due to a loss on the related mortgage loans, you should be able to recognize a loss or reduction in income. However, the law is unclear with respect to the timing and character of this loss or reduction in income.
Taxation of Owners of REMIC Residual Certificates.
General. Although a REMIC is a separate entity for federal income tax purposes, the Code does not subject a REMIC to entity-level taxation, except with regard to prohibited transactions and the other transactions described under “—REMICs—Prohibited Transactions Tax and Other Taxes” below. Rather, a holder of REMIC residual certificates must generally include in income the taxable income or net loss of the related REMIC. Accordingly, the Code treats the REMIC residual certificates much differently than it would if they were direct ownership interests in the related mortgage loans or debt instruments issued by the related REMIC.
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Holders of REMIC residual certificates generally will be required to report their daily portion of the taxable income or, subject to the limitations noted in this discussion, the net loss of the related REMIC, for each day during a calendar quarter that they own those certificates. For this purpose, the taxable income or net loss of the REMIC will be allocated to each day in the calendar quarter ratably using a “30 days per month/90 days per quarter/360 days per year” convention unless we disclose otherwise in the related prospectus supplement. These daily amounts then will be allocated among the holders of the REMIC residual certificates in proportion to their respective ownership interests on that day. Any amount included in the residual certificateholders’ gross income or allowed as a loss to them by virtue of this paragraph will be treated as ordinary income or loss. The taxable income of the REMIC will be determined under the rules described below in “—REMICs—Taxation of Owners of REMIC Residual Certificates—Taxable Income of the REMIC.” Holders of REMIC residual certificates must report the taxable income of the related REMIC without regard to the timing or amount of cash payments by the REMIC until the REMIC’s termination. Income derived from the REMIC residual certificates will be “portfolio income” for the purposes of the limitations under section 469 of the Code on the deductibility of “passive losses.”
A holder of a REMIC residual certificate that purchased the certificate from a prior holder also will be required to report on its federal income tax return amounts representing its daily share of the taxable income, or net loss, of the related REMIC for each day that it holds the REMIC residual certificate. These daily amounts generally will equal the amounts of taxable income or net loss determined as described above. The Committee Report indicates that modifications of the general rules may be made, by regulations, legislation or otherwise to reduce, or increase, the income of a holder of a REMIC residual certificate. These modifications would occur when a holder purchases the REMIC residual certificate from a prior holder at a price other than the adjusted basis that the REMIC residual certificate would have had in the hands of an original holder of that certificate. The Treasury regulations, however, do not provide for these modifications.
Inducement Fees. Any payments that a holder receives from the seller of a REMIC residual certificate in connection with the acquisition of that certificate (“inducement fees”) must be included in income over a period reasonably related to the period in which the related REMIC residual interest is expected to generate taxable income or net loss to the holder. Regulations provide two safe harbor methods which permit transferees to include inducement fees in income, either (a) in the same amounts and over the same period that the taxpayer uses for financial reporting purposes, provided that such period is not shorter than the period the REMIC is expected to generate taxable income or (b) ratably over the remaining anticipated weighted average life of all the regular and residual interests issued by the REMIC, determined based on actual distributions projected as remaining to be made on such interests under the prepayment assumption. If the holder of a REMIC residual interest sells or otherwise disposes of the residual certificate, any unrecognized portion of the inducement fee must be taken into account at the time of the sale or disposition. Regulations also provide that an inducement fee shall be treated as income from sources within the United States. In addition, the IRS has issued administrative guidance addressing the procedures by which transferees of noneconomic REMIC residual interests may obtain automatic consent from the IRS to change the method of accounting for REMIC inducement fee income to one of the safe harbor methods provided in the regulations (including a change from one safe harbor method to the other safe harbor method). Prospective purchasers of the REMIC residual certificates are encouraged to consult with their tax advisors regarding the effect of the regulations and the related guidance regarding the procedures for obtaining automatic consent to change the method of accounting.
Tax Liability. Tax liability with respect to the amount of income that holders of REMIC residual certificates will be required to report, will often exceed the amount of cash payments received from the related REMIC for the corresponding period. Consequently, you should have—
● | other sources of funds sufficient to pay any federal income taxes due as a result of your ownership of REMIC residual certificates, or |
● | unrelated deductions against which income may be offset. |
See, however, the rules discussed below relating to:
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● | excess inclusions, |
● | residual interests without significant value, and |
● | noneconomic residual interests. |
The fact that the tax liability associated with this income allocated to you may exceed the cash payments received by you for the corresponding period may significantly and adversely affect their after-tax rate of return. This disparity between income and payments may not be offset by corresponding losses or reductions of income attributable to your REMIC residual certificates until subsequent tax years. Even then, the extra income may not be completely offset due to changes in the Code, tax rates or character of the income or loss. Therefore, REMIC residual certificates will ordinarily have a negative value at the time of issuance.
Taxable Income of the REMIC. The taxable income of a REMIC will equal:
● | the income from the mortgage loans and other assets of the REMIC; plus |
● | any cancellation of indebtedness income due to the allocation of realized losses to those REMIC certificates constituting regular interests in the REMIC; less the following items— |
1. | the deductions allowed to the REMIC for interest, including original issue discount but reduced by any premium on issuance, on any class of REMIC certificates constituting regular interests in the REMIC, whether offered or not, |
2. | amortization of any premium on the mortgage loans held by the REMIC, |
3. | bad debt losses with respect to the mortgage loans held by the REMIC, and |
4. | except as described below in this “—Taxable Income of the REMIC” subsection, servicing, administrative and other expenses. |
For purposes of determining its taxable income, a REMIC will have an initial aggregate basis in its assets equal to the sum of the issue prices of all REMIC certificates, or in the case of REMIC certificates not sold initially, their fair market values. The aggregate basis will be allocated among the mortgage loans and the other assets of the REMIC in proportion to their respective fair market values. The issue price of any REMIC certificates offered hereby will be determined in the manner described above under “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount.” The issue price of a REMIC certificate received in exchange for an interest in mortgage loans or other property will equal the fair market value of the interests in the mortgage loans or other property. Accordingly, if one or more classes of REMIC certificates are retained initially rather than sold, the related tax administrator may be required to estimate the fair market value of these interests in order to determine the basis of the REMIC in the mortgage loans and other property held by the REMIC.
Subject to possible application of thede minimis rules, the method of accrual by a REMIC of original issue discount income and market discount income with respect to mortgage loans that it holds will be equivalent to the method for accruing original issue discount income for holders of REMIC regular certificates. That method is a constant yield method taking into account the prepayment assumption. However, a REMIC that acquires loans at a market discount must include that market discount in income currently, as it accrues, on a constant yield basis. See “—REMICs—Taxation of Owners of REMIC Regular Certificates” above, which describes a method for accruing the discount income that is analogous to that required to be used by REMICs for mortgage loans with market discount.
A REMIC will acquire a mortgage loan with discount, or premium, to the extent that the REMIC’s basis, determined as described in the preceding paragraph, is different from the mortgage loan’s stated redemption price. Discount will be includible in the income of the REMIC as it accrues, in
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advance of receipt of the cash attributable to that income, under a method similar to the method described above for accruing original issue discount on the REMIC regular certificates. A REMIC probably will elect under section 171 of the Code to amortize any premium on the mortgage loans that it holds. Premium on any mortgage loan to which this election applies may be amortized under a constant yield method, taking into account the prepayment assumption.
A REMIC will be allowed deductions for interest, including original issue discount, on all of the certificates that constitute regular interests in the REMIC, whether or not offered hereby, as if those certificates were indebtedness of the REMIC. Original issue discount will be considered to accrue for this purpose as described above under “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount.” However, thede minimis rule described in that section will not apply in determining deductions.
If a class of REMIC regular certificates is issued at a price in excess of the stated redemption price of that class, the net amount of interest deductions that are allowed to the REMIC in each taxable year with respect to those certificates will be reduced by an amount equal to the portion of that excess that is considered to be amortized in that year. It appears that this excess should be amortized under a constant yield method in a manner analogous to the method of accruing original issue discount described above under “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount.”
As a general rule, the taxable income of a REMIC will be determined as if the REMIC were an individual having the calendar year as its taxable year and using the accrual method of accounting. However, no item of income, gain, loss or deduction allocable to a prohibited transaction will be taken into account. See “—REMICs—Prohibited Transactions Tax and Other Taxes” below. Further, the limitation on miscellaneous itemized deductions imposed on individuals by section 67 of the Code will not be applied at the REMIC level so that the REMIC will be allowed full deductions for servicing, administrative and other non-interest expenses in determining its taxable income. All those expenses will be allocated as a separate item to the holders of the related REMIC certificates, subject to the limitation of section 67 of the Code. See “—REMICs—Taxation of Owners of REMIC Residual Certificates—Possible Pass-Through of Miscellaneous Itemized Deductions” below. If the deductions allowed to the REMIC exceed its gross income for a calendar quarter, the excess will be a net loss for the quarter.
Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC residual certificate will be equal to:
● | the amount paid for that REMIC residual certificate, |
● | increased by amounts included in the income of the holder of that REMIC residual certificate, and |
● | decreased, but not below zero, by payments made, and by net losses allocated, to the holder of the REMIC residual certificate. |
A holder of a REMIC residual certificate is not allowed to take into account any net loss for any calendar quarter to the extent that the net loss exceeds the adjusted basis to that holder as of the close of that calendar quarter, determined without regard to the net loss. Any loss that is not currently deductible by reason of this limitation may be carried forward indefinitely to future calendar quarters and, subject to the same limitation, may be used only to offset income to such holder from the REMIC residual certificate.
Any distribution on a REMIC residual certificate will be treated as a nontaxable return of capital to the extent it does not exceed the holder’s adjusted basis in the REMIC residual certificate. To the extent a distribution on a REMIC residual certificate exceeds the holder’s adjusted basis, it will be treated as gain from the sale of that REMIC residual certificate.
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A holder’s basis in a REMIC residual certificate will initially equal the amount (if any) paid by the holder for the certificate and will be increased by that holder’s allocable share of taxable income of the related REMIC. However, these increases in basis may not occur until the end of the calendar quarter, or perhaps the end of the calendar year, with respect to which the related REMIC’s taxable income is allocated to that holder. To the extent the initial basis of the holder of a REMIC residual certificate is less than the distributions to that holder, and increases in the initial basis either occur after these distributions or, together with the initial basis, are less than the amount of these payments, gain will be recognized to that holder on these distributions. This gain will be treated as gain from the sale of its REMIC residual certificate.
The effect of these rules is that a holder of a REMIC residual certificate may not amortize its basis in a REMIC residual certificate, but may only recover its basis:
● | through distributions, |
● | through the deduction of any net losses of the REMIC, or |
● | upon the sale of its REMIC residual certificate. |
See “—REMICs—Sales of REMIC Certificates” below.
For a discussion of possible modifications of these rules that may require adjustments to income of a holder of a REMIC residual certificate other than an original holder see “—REMICs—Taxation of Owners of REMIC Residual Certificates—General” above. These adjustments could require a holder of a REMIC residual certificate to account for any difference between the cost of the certificate to the holder and the adjusted basis of the certificate would have been in the hands of an original holder.
Excess Inclusions. Any excess inclusions with respect to a REMIC residual certificate will be subject to federal income tax in all events. In general, the excess inclusions with respect to a REMIC residual certificate for any calendar quarter will be the excess, if any, of:
● | the daily portions of REMIC taxable income allocable to that certificate, over |
● | the sum of the daily accruals for each day during the quarter that the certificate was held by that holder. |
The daily accruals of a holder of a REMIC residual certificate will be determined by allocating to each day during a calendar quarter its ratable portion of a numerical calculation. That calculation is the product of the adjusted issue price of the REMIC residual certificate at the beginning of the calendar quarter and 120% of the long-term Federal rate in effect on the date of initial issuance. For this purpose, the adjusted issue price of a REMIC residual certificate as of the beginning of any calendar quarter will be equal to:
● | the issue price of the certificate, increased by |
● | the sum of the daily accruals for all prior quarters, and decreased, but not below zero, by |
● | any payments made with respect to the certificate before the beginning of that quarter. |
The issue price of a REMIC residual certificate is the initial offering price to the public at which a substantial amount of the REMIC residual certificates were sold, but excluding sales to bond houses, brokers and underwriters or, if no sales have been made, their initial value. The long-term Federal rate is an average of current yields on Treasury securities with a remaining term of greater than nine years, computed and published monthly by the IRS.
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Although it has not done so, the Treasury Department has authority to issue regulations that would treat the entire amount of income accruing on a REMIC residual certificate as excess inclusions if the REMIC residual interest evidenced by that certificate is considered not to have significant value.
For holders of REMIC residual certificates, excess inclusions:
● | will not be permitted to be offset by deductions, losses or loss carryovers from other activities, |
● | will be treated as unrelated business taxable income to an otherwise tax-exempt organization, and |
● | will not be eligible for any rate reduction or exemption under any applicable tax treaty with respect to the 30% United States withholding tax imposed on payments to holders of REMIC residual certificates that are foreign investors. |
See, however, “—REMICs—Foreign Investors in REMIC Certificates” below.
Furthermore, for purposes of the alternative minimum tax:
● | excess inclusions will not be permitted to be offset by the alternative tax net operating loss deduction, and |
● | alternative minimum taxable income may not be less than the taxpayer’s excess inclusions. |
This last rule has the effect of preventing non-refundable tax credits from reducing the taxpayer’s income tax to an amount lower than the alternative minimum tax on excess inclusions.
In the case of any REMIC residual certificates held by a real estate investment trust, or REIT, the total excess inclusions with respect to these REMIC residual certificates will be allocated among the shareholders of the REIT in proportion to the dividends received by the shareholders from the REIT. Any amount so allocated will be treated as an excess inclusion with respect to a REMIC residual certificate as if held directly by the shareholder. The total excess inclusions referred to in the previous sentence will be reduced, but not below zero, by any REIT taxable income, within the meaning of section 857(b)(2) of the Code, other than any net capital gain. A Treasury Notice dated October 27, 2006, applies a similar rule to:
● | regulated investment companies, |
● | common trusts, and |
● | some cooperatives. |
Noneconomic REMIC Residual Certificates. Under the Treasury regulations, transfers of noneconomic REMIC residual certificates will be disregarded for all federal income tax purposes if “a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax.” If a transfer is disregarded, the purported transferor will continue to remain liable for any taxes due with respect to the income on the noneconomic REMIC residual certificate. The Treasury regulations provide that a REMIC residual certificate is noneconomic unless, based on the prepayment assumption and on any required or permitted clean up calls, or required liquidation provided for in the related pooling and servicing agreement:
● | the present value of the expected future payments on the REMIC residual certificate equals at least the present value of the expected tax on the anticipated excess inclusions, and |
● | the transferor reasonably expects that the transferee will receive payments with respect to the REMIC residual certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. |
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The present value calculation referred to above is calculated using the applicable Federal rate for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC residual certificate. This rate is computed and published monthly by the IRS.
Accordingly, all transfers of REMIC residual certificates that may constitute noneconomic residual interests will be subject to restrictions under the terms of the related pooling and servicing agreement that are intended to reduce the possibility of any transfer being disregarded. These restrictions, which are based on a “safe harbor” for transfers in Treasury regulations, will require an affidavit:
● | from each party to the transfer, stating that no purpose of the transfer is to impede the assessment or collection of tax, |
● | from the prospective transferee, providing representations as to its financial condition and that it understands that, as the holder of a non-economic REMIC residual certificate, it may incur tax liabilities in excess of any cash flows generated by the REMIC residual certificate and that such transferee intends to pay its taxes associated with holding such REMIC residual certificate as they become due, and |
● | from the prospective transferor, stating that it has made a reasonable investigation to determine the transferee’s historic payment of its debts and ability to continue to pay its debts as they come due in the future. |
In addition, transfers of noneconomic residual interests must meet certain additional requirements to qualify for the regulatory safe harbor: (a) the transferee must represent that it will not cause income from the noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty, hereafter a “foreign branch”) of the transferee or another U.S. taxpayer, and (b) the transfer must satisfy either an “asset test” or a “formula test” provided under the REMIC Regulations. A transfer to an “eligible corporation,” generally a domestic corporation, will satisfy the asset test if: at the time of the transfer, and at the close of each of the transferee’s two fiscal years preceding the transferee’s fiscal year of transfer, the transferee’s gross and net assets for financial reporting purposes exceed $100 million and $10 million, respectively, in each case, exclusive of any obligations of certain related persons, the transferee agrees in writing that any subsequent transfer of the interest will be to another eligible corporation in a transaction that satisfies the asset test, and the transferor does not know or have reason to know, that the transferee will not honor these restrictions on subsequent transfers, and a reasonable person would not conclude, based on the facts and circumstances known to the transferor on or before the date of the transfer (specifically including the amount of consideration paid in connection with the transfer of the noneconomic residual interest) that the taxes associated with the residual interest will not be paid. In addition, the direct or indirect transfer of the residual interest to a foreign branch of a domestic corporation is not treated as a transfer to an eligible corporation under the asset test. The “formula test” makes the regulatory safe harbor unavailable unless the present value of the anticipated tax liabilities associated with holding the residual interest did not exceed the sum of:
● | the present value of any consideration given to the transferee to acquire the interest, |
● | the present value of the expected future distributions on the interest, and |
● | the present value of the anticipated tax savings associated with the holding of the interest as the REMIC generates losses. |
Present values must be computed using a discount rate equal to the applicable Federal short-term rate.
If the transferee has been subject to the alternative minimum tax in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax
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rate, then it may use the alternative minimum tax rate in lieu of the corporate tax rate. In addition, the direct or indirect transfer of the residual interest to a foreign branch of a domestic corporation is not treated as a transfer to an eligible corporation under the formula test.
The pooling and servicing agreement will require that all transferees of residual certificates furnish an affidavit as to the applicability of one of the safe harbors of the Safe Harbor Regulations, unless the transferor has waived the requirement that the transferee do so.
Prospective investors are encouraged to consult their own tax advisors on the applicability and effect of these alternative safe harbor tests.
Prior to purchasing a REMIC residual certificate, prospective purchasers should consider the possibility that a purported transfer of a REMIC residual certificate to another party at some future date may be disregarded in accordance with the above-described rules. This would result in the retention of tax liability by the transferor with respect to that purported transfer.
We will disclose in the related prospectus supplement whether the offered REMIC residual certificates may be considered noneconomic residual interests under the Treasury regulations. However, we will base any disclosure that a REMIC residual certificate will not be considered noneconomic upon various assumptions. Further, we will make no representation that a REMIC residual certificate will not be considered noneconomic for purposes of the above-described rules.
See “—REMICs—Foreign Investors in REMIC Certificates” below for additional restrictions applicable to transfers of REMIC residual certificates to foreign persons.
Mark-to-Market Rules. Regulations under section 475 of the Code require that a securities dealer mark to market securities held for sale to customers. This mark-to-market requirement applies to all securities owned by a dealer, except to the extent that the dealer has specifically identified a security as held for investment. The regulations provide that for purposes of this mark-to-market requirement, a REMIC residual certificate is not treated as a security for purposes of section 475 of the Code. Thus, a REMIC residual certificate is not subject to the mark-to-market rules. We recommend that prospective purchasers of a REMIC residual certificate consult their tax advisors regarding these regulations.
Transfers of REMIC Residual Certificates to Investors That Are Foreign Persons. Unless we otherwise state in the related prospectus supplement, transfers of REMIC residual certificates to investors that are foreign persons under the Code will be prohibited under the related pooling and servicing agreements.
Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a REMIC generally will be allocated to the holders of the related REMIC residual certificates. The applicable Treasury regulations indicate, however, that in the case of a REMIC that is similar to a single class grantor trust, all or a portion of these fees and expenses should be allocated to the holders of the related REMIC regular certificates. Unless we state otherwise in the related prospectus supplement, however, these fees and expenses will be allocated to holders of the related REMIC residual certificates in their entirety and not to the holders of the related REMIC regular certificates.
If the holder of a REMIC certificate receives an allocation of fees and expenses in accordance with the preceding discussion, and if that holder is:
● | an individual, |
● | an estate or trust, or |
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● | a Pass-Through Entity beneficially owned by one or more individuals, estates or trusts, then— |
an amount equal to this individual’s, estate’s or trust’s share of these fees and expenses will be added to the gross income of this holder, and
the individual’s, estate’s or trust’s share of these fees and expenses will be treated as a miscellaneous itemized deduction allowable subject to the limitation of section 67 of the Code, which permits the deduction of these fees and expenses only to the extent they exceed, in total, 2% of a taxpayer’s adjusted gross income.
In addition, section 68 of the Code currently provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced. Such reduction is currently not in effect, but in the absence of further legislation, the limitation under section 68 of the Code will again apply, in full, starting in 2014.
Furthermore, in determining the alternative minimum taxable income of a holder of a REMIC certificate that is—
● | an individual, |
● | an estate or trust, or |
● | a Pass-Through Entity beneficially owned by one or more individuals, estates or trusts, |
no deduction will be allowed for the holder’s allocable portion of servicing fees and other miscellaneous itemized deductions of the REMIC, even though an amount equal to the amount of these fees and other deductions will be included in the holder’s gross income.
The amount of additional taxable income reportable by holders of REMIC certificates that are subject to the limitations of either section 67 or section 68 of the Code, or the complete disallowance of the related expenses for alternative minimum tax purposes, may be substantial.
Accordingly, REMIC certificates to which these expenses are allocated will generally not be appropriate investments for:
● | an individual, |
● | an estate or trust, or |
● | a Pass-Through Entity beneficially owned by one or more individuals, estates or trusts. |
We recommend that those prospective investors consult with their tax advisors prior to making an investment in a REMIC certificate to which these expenses are allocated.
Sales of REMIC Certificates. If a REMIC certificate is sold, the selling certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC certificate. The adjusted basis of a REMIC regular certificate generally will equal:
● | the cost of the certificate to that certificateholder, increased by |
● | income reported by that certificateholder with respect to the certificate, including original issue discount and market discount income, and reduced, but not below zero, by |
● | payments of amounts included in the stated redemption price of the certificate received by that certificateholder, amortized premium and realized losses allocated to the certificate and previously deducted by the certificateholder. |
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The adjusted basis of a REMIC residual certificate will be determined as described above under “—REMICs—Taxation of Owners of REMIC Residual Certificates—Basis Rules, Net Losses and Distributions.” Except as described below in this “—Sales of REMIC Certificates” subsection, any gain or loss from your sale of a REMIC certificate will be capital gain or loss, provided that you hold the certificate as a capital asset within the meaning of section 1221 of the Code, which is generally property held for investment.
In addition to the recognition of gain or loss on actual sales, the Code requires the recognition of gain, but not loss, upon the constructive sale of an appreciated financial position. A constructive sale of an appreciated financial position occurs if a taxpayer enters into a transaction or series of transactions that have the effect of substantially eliminating the taxpayer’s risk of loss and opportunity for gain with respect to the financial instrument. Debt instruments that—
● | entitle the holder to a specified principal amount, |
● | pay interest at a fixed or variable rate, and |
● | are not convertible into the stock of the issuer or a related party, |
cannot be the subject of a constructive sale for this purpose. Because most REMIC regular certificates meet this exception, section 1259 will not apply to most REMIC regular certificates. However, REMIC regular certificates that have no, or a disproportionately small, amount of principal, can be the subject of a constructive sale.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include the net capital gain in total net investment income for the taxable year. A taxpayer would do so because of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer’s net investment income.
As of the date of this prospectus, the Code provides for lower rates on long-term capital gains than on short-term capital gains and ordinary income recognized or received by individuals. No similar rate differential exists for corporations. In addition, the distinction between a capital gain or loss and ordinary income or loss is relevant for other purposes to both individuals and corporations.
Gain from the sale of a REMIC regular certificate that might otherwise be a capital gain will be treated as ordinary income to the extent that the gain does not exceed the excess, if any, of:
● | the amount that would have been includible in the seller’s income with respect to that REMIC regular certificate assuming that income had accrued on the certificate at a rate equal to 110% of the applicable Federal rate determined as of the date of purchase of the certificate, which is a rate based on an average of current yields on Treasury securities having a maturity comparable to that of the certificate based on the application of the prepayment assumption to the certificate, over |
● | the amount of ordinary income actually includible in the seller’s income prior to that sale. |
In addition, gain recognized on the sale of a REMIC regular certificate by a seller who purchased the certificate at a market discount will be taxable as ordinary income in an amount not exceeding the portion of that discount that accrued during the period the certificate was held by the seller, reduced by any market discount included in income under the rules described above under “—REMICs—Taxation of Owners of REMIC Regular Certificates—Market Discount” and “—Premium.”
REMIC certificates will be “evidences of indebtedness” within the meaning of section 582(c)(1) of the Code, so that gain or loss recognized from the sale of a REMIC certificate by a bank or thrift institution to which that section of the Code applies will be ordinary income or loss.
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A portion of any gain from the sale of a REMIC regular certificate that might otherwise be capital gain may be treated as ordinary income to the extent that a holder holds the certificate as part of a “conversion transaction” within the meaning of section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer’s return is attributable to the time value of the taxpayer’s net investment in that transaction. The amount of gain so realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer’s net investment at 120% of the appropriate applicable Federal rate at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction.
Except as may be provided in Treasury regulations yet to be issued, a loss realized on the sale of a REMIC residual certificate will be subject to the “wash sale” rules of section 1091 of the Code, if during the period beginning six months before and ending six months after the date of that sale, the seller of that certificate:
● | reacquires that same REMIC residual certificate, |
● | acquires any other residual interest in a REMIC, or |
● | acquires any similar interest in a taxable mortgage pool, as defined in section 7701(i) of the Code. |
In that event, any loss realized by the holder of a REMIC residual certificate on the sale will not be recognized or deductible currently, but instead will be added to that holder’s adjusted basis in the newly-acquired asset.
Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on REMICs equal to 100% of the net income derived from prohibited transactions. In general, subject to specified exceptions, a prohibited transaction includes:
● | the disposition of a non-defaulted mortgage loan, |
● | the receipt of income from a source other than a mortgage loan or other permitted investments, |
● | the receipt of compensation for services, or |
● | the gain from the disposition of an asset purchased with collections on the mortgage loans for temporary investment pending payment on the REMIC certificates. |
Although the significant modification of a non-defaulted mortgage loan is ordinarily treated as a prohibited transaction, because of current financial conditions, the IRS and Treasury have issued guidance with respect to commercial mortgages expanding the types of modifications that may be accomplished without implicating a prohibited transactions tax or jeopardizing a REMIC’s special tax status. This guidance applies to both future and current REMICs.
It is not anticipated that any REMIC will engage in any prohibited transactions for which it would be subject to this tax.
In addition, some contributions to a REMIC made after the day on which the REMIC issues all of its interests could result in the imposition of a tax on the REMIC equal to 100% of the value of the contributed property. The related pooling and servicing agreement will include provisions designed to prevent the acceptance of any contributions that would be subject to this tax.
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REMICs also are subject to federal income tax at the highest corporate rate on Net Income From Foreclosure Property, determined by reference to the rules applicable to REITs. The related pooling and servicing agreements may permit the special servicer to conduct activities with respect to a mortgaged property acquired by one of our trusts in a manner that causes the trust to incur this tax, if doing so would, in the reasonable discretion of the special servicer, maximize the net after-tax proceeds to certificateholders. However, under no circumstance may the special servicer allow the acquired mortgaged property to cease to be a “permitted investment” under section 860G(a)(5) of the Code.
Unless we state otherwise in the related prospectus supplement, and to the extent permitted by then applicable laws, any tax on prohibited transactions, particular contributions or Net Income From Foreclosure Property, and any state or local income or franchise tax, that may be imposed on the REMIC will be borne by the related trustee, tax administrator, master servicer, special servicer or manager, in any case out of its own funds, provided that—
● | the person has sufficient assets to do so, and |
● | the tax arises out of a breach of that person’s obligations under select provisions of the related pooling and servicing agreement. |
Any tax not borne by one of these persons would be charged against the related trust resulting in a reduction in amounts payable to holders of the related REMIC certificates.
Tax and Restrictions on Transfers of REMIC Residual Certificates to Particular Organizations. If a REMIC residual certificate is transferred to a Disqualified Organization, a tax will be imposed in an amount equal to the product of:
● | the present value of the total anticipated excess inclusions with respect to the REMIC residual certificate for periods after the transfer, and |
● | the highest marginal federal income tax rate applicable to corporations. |
The value of the anticipated excess inclusions is discounted using the applicable Federal rate for obligations whose term ends on the close of the last quarter in which excess inclusions are expected to accrue with respect to the REMIC residual certificate.
The anticipated excess inclusions must be determined as of the date that the REMIC residual certificate is transferred and must be based on:
● | events that have occurred up to the time of the transfer, |
● | the prepayment assumption, and |
● | any required or permitted clean up calls or required liquidation provided for in the related pooling and servicing agreement. |
The tax on transfers to Disqualified Organizations generally would be imposed on the transferor of the REMIC residual certificate, except when the transfer is through an agent for a Disqualified Organization. In that case, the tax would instead be imposed on the agent. However, a transferor of a REMIC residual certificate would in no event be liable for the tax with respect to a transfer if:
● | the transferee furnishes to the transferor an affidavit that the transferee is not a Disqualified Organization, and |
● | as of the time of the transfer, the transferor does not have actual knowledge that the affidavit is false. |
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In addition, if a Pass-Through Entity includes in income excess inclusions with respect to a REMIC residual certificate, and a Disqualified Organization is the record holder of an interest in that entity, then a tax will be imposed on that entity equal to the product of:
● | the amount of excess inclusions on the certificate that are allocable to the interest in the Pass-Through Entity held by the Disqualified Organization, and |
● | the highest marginal federal income tax rate imposed on corporations. |
A Pass-Through Entity will not be subject to this tax for any period, however, if each record holder of an interest in that Pass-Through Entity furnishes to that Pass-Through Entity:
the holder’s social security number and a statement under penalties of perjury that the social security number is that of the record holder, or
a statement under penalties of perjury that the record holder is not a Disqualified Organization.
If an Electing Large Partnership holds a REMIC residual certificate, all interests in the Electing Large Partnership are treated as held by Disqualified Organizations for purposes of the tax imposed on pass-through entities described in the second preceding paragraph. This tax on Electing Large Partnerships must be paid even if each record holder of an interest in that partnership provides a statement mentioned in the prior paragraph.
In addition, a person holding an interest in a Pass-Through Entity as a nominee for another person will, with respect to that interest, be treated as a Pass-Through Entity.
Moreover, an entity will not qualify as a REMIC unless there are reasonable arrangements designed to ensure that:
● | the residual interests in the entity are not held by Disqualified Organizations, and |
● | the information necessary for the application of the tax described in this prospectus will be made available. |
We will include in the related pooling and servicing agreement restrictions on the transfer of REMIC residual certificates and other provisions that are intended to meet this requirement, and we will discuss those restrictions and provisions in any prospectus supplement relating to the offering of any REMIC residual certificate.
Termination. A REMIC will terminate immediately after the distribution date following receipt by the REMIC of the final payment with respect to the related mortgage loans or upon a sale of the REMIC’s assets following the adoption by the REMIC of a plan of complete liquidation. The last payment on a REMIC regular certificate will be treated as a payment in retirement of a debt instrument. In the case of a REMIC residual certificate, if the last payment on that certificate is less than the REMIC residual certificateholder’s adjusted basis in the certificate, that holder should, but may not, be treated as realizing a capital loss equal to the amount of that difference.
Reporting and Other Administrative Matters. Solely for purposes of the administrative provisions of the Code, a REMIC will be treated as a partnership and holders of the related REMIC residual certificates will be treated as partners. Unless we otherwise state in the related prospectus supplement, the related tax administrator will file REMIC federal income tax returns on behalf of the REMIC, and will be designated as and will act as or on behalf of the tax matters person with respect to the REMIC in all respects.
As, or as agent for, the tax matters person, the related tax administrator, subject to applicable notice requirements and various restrictions and limitations, generally will have the authority to act on
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behalf of the REMIC and the holders of the REMIC residual certificates in connection with the administrative and judicial review of the REMIC’s—
● | income, |
● | deductions, |
● | gains, |
● | losses, and |
● | classification as a REMIC. |
Holders of REMIC residual certificates generally will be required to report these REMIC items consistently with their treatment on the related REMIC’s tax return. In addition, these holders may in some circumstances be bound by a settlement agreement between the related tax administrator, as, or as agent for, the tax matters person, and the IRS concerning any REMIC item. Adjustments made to the REMIC’s tax return may require these holders to make corresponding adjustments on their returns. An audit of the REMIC’s tax return, or the adjustments resulting from that audit, could result in an audit of a holder’s return.
No REMIC will be registered as a tax shelter under section 6111 of the Code. Any person that holds a REMIC residual certificate as a nominee for another person may be required to furnish to the related REMIC, in a manner to be provided in Treasury regulations, the name and address of that other person, as well as other information.
Reporting of interest income, including any original issue discount, with respect to REMIC regular certificates is required annually, and may be required more frequently under Treasury regulations. These information reports generally are required to be sent or made readily available through electronic means to individual holders of REMIC regular certificates and the IRS. Holders of REMIC regular certificates that are—
● | corporations, |
● | trusts, |
● | securities dealers, and |
● | various other non-individuals, |
will be provided interest and original issue discount income information and the information set forth in the following paragraphs. This information will be provided upon request in accordance with the requirements of the applicable regulations. The information must be provided by the later of:
● | 30 days after the end of the quarter for which the information was requested, or |
● | two weeks after the receipt of the request. |
● | Reporting with respect to REMIC residual certificates, including— |
● | income, |
● | excess inclusions, |
● | investment expenses, and |
● | relevant information regarding qualification of the REMIC’s assets, |
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will be made as required under the Treasury regulations, generally on a quarterly basis.
As applicable, the REMIC regular certificate information reports will include a statement of the adjusted issue price of the REMIC regular certificate at the beginning of each accrual period. In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount. Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder’s purchase price that the REMIC may not have, the regulations only require that information pertaining to the appropriate proportionate method of accruing market discount be provided. See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Market Discount.”
Unless we otherwise specify in the related prospectus supplement, the responsibility for complying with the foregoing reporting rules will be borne by the related tax administrator for the subject REMIC.
Backup Withholding with Respect to REMIC Certificates. Payments of interest and principal, as well as payments of proceeds from the sale of REMIC certificates, may be subject to the backup withholding tax under section 3406 of the Code if recipients of these payments:
● | fail to furnish to the payor information regarding, among other things, their taxpayer identification numbers, or |
● | otherwise fail to establish an exemption from this tax. |
Any amounts deducted and withheld from a payment to a recipient would be allowed as a credit against the recipient’s federal income tax. Furthermore, penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner.
Foreign Investors in REMIC Certificates. Unless we otherwise disclose in the related prospectus supplement, a holder of a REMIC regular certificate that is—
● | a foreign person, and |
● | not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of that certificate, |
will normally not be subject to United States federal income or withholding tax with respect to a payment on a REMIC regular certificate. To avoid withholding or tax, that holder must comply with applicable identification requirements. These requirements include delivery of a statement, signed by the certificateholder under penalties of perjury, certifying that the certificateholder is a foreign person and providing the name, address and such other information with respect to the certificateholder as may be required by regulations issued by the Treasury Department. Special rules apply to partnerships, estates and trusts, and in certain circumstances certifications as to foreign status and other matters may be required to be provided by partners and beneficiaries thereof.
For these purposes, a foreign person is anyone other than a U.S. Person.
It is possible that the IRS may assert that the foregoing tax exemption should not apply with respect to a REMIC regular certificate held by a person or entity that owns directly or indirectly a 10% or greater interest in the related REMIC residual certificates. If the holder does not qualify for exemption, payments of interest, including payments in respect of accrued original issue discount, to that holder may be subject to a tax rate of 30%, subject to reduction under any applicable tax treaty.
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It is possible, under regulations promulgated under section 881 of the Code concerning conduit financing transactions, that the exemption from withholding taxes described above may also not be available to a holder who is a foreign person and either—
● | owns 10% or more of one or more underlying mortgagors, or |
● | if the holder is a controlled foreign corporation, is related to one or more mortgagors in the applicable trust. |
Further, it appears that a REMIC regular certificate would not be included in the estate of a nonresident alien individual and would not be subject to United States estate taxes. However, it is recommended that certificateholders who are nonresident alien individuals consult their tax advisors concerning this question.
Unless we otherwise state in the related prospectus supplement, the related pooling and servicing agreement will prohibit transfers of REMIC residual certificates to investors that are:
● | foreign persons, or |
● | U.S. Persons, if classified as a partnership under the Code, unless all of their beneficial owners are (and are required to be) U.S. Persons. |
Grantor Trusts
Classification of Grantor Trusts. With respect to each series of grantor trust certificates, our counsel will deliver its opinion to the effect that, assuming compliance with all provisions of the related pooling and servicing agreement, the related trust, or relevant portion of that trust, will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as a partnership or an association taxable as a corporation. Ordinarily, the ability of a trust to modify a mortgage loan is treated as a power to vary the investments of the trust, which requires it to instead be classified either as a partnership or corporation. As discussed earlier, the IRS and the Treasury Department have issued regulations enabling REMICs to modify commercial loans without jeopardizing their tax status as REMICs; and, because of current financial conditions, the IRS and the Treasury Department have asked for taxpayer comments on whether trusts should be able to make the same modifications without jeopardizing their tax status as trusts. If the IRS and Treasury determine to adopt the REMIC rules for trusts, that guidance would apply to future trusts and likely would apply to current trusts.
A grantor trust certificate may be classified as either of the following types of certificate:
● | a grantor trust fractional interest certificate representing an undivided equitable ownership interest in the principal of the mortgage loans constituting the related grantor trust, together with interest, if any, on those loans at a pass-through rate; or |
● | a grantor trust strip certificate representing ownership of all or a portion of the difference between— |
1. | interest paid on the mortgage loans constituting the related grantor trust, minus |
2. | the sum of: |
● | normal administration fees, and |
● | interest paid to the holders of grantor trust fractional interest certificates issued with respect to that grantor trust |
A grantor trust strip certificate may also evidence a nominal ownership interest in the principal of the mortgage loans constituting the related grantor trust.
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Characterization of Investments in Grantor Trust Certificates.
Grantor Trust Fractional Interest Certificates. Unless we otherwise disclose in the related prospectus supplement, any offered certificates that are grantor trust fractional interest certificates will generally represent interests in:
● | “loans. . . secured by an interest in real property” within the meaning of section 7701(a)(19)(C)(v) of the Code, but only to the extent that the underlying mortgage loans have been made with respect to property that is used for residential or other prescribed purposes; |
● | “obligation[s] (including any participation or certificate of beneficial ownership therein) which. . . [are] principally secured by an interest in real property” within the meaning of section 860G(a)(3) of the Code; and |
● | “real estate assets” within the meaning of section 856(c)(5)(B) of the Code. |
In addition, interest on offered certificates that are grantor trust fractional interest certificates will, to the same extent, be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of section 856(c)(3)(B) of the Code.
Grantor Trust Strip Certificates. Even if grantor trust strip certificates evidence an interest in a grantor trust—
● | consisting of mortgage loans that are “loans. . . secured by an interest in real property” within the meaning of section 7701(a)(19)(C)(v) of the Code, |
● | consisting of mortgage loans that are “real estate assets” within the meaning of section 856(c)(5)(B) of the Code, and |
● | the interest on which is “interest on obligations secured by mortgages on real property” within the meaning of section 856(c)(3)(B) of the Code, |
it is unclear whether the grantor trust strip certificates, and the income from those certificates, will be so characterized. We recommend that prospective purchasers to which the characterization of an investment in grantor trust strip certificates is material consult their tax advisors regarding whether the grantor trust strip certificates, and the income from those certificates, will be so characterized.
The grantor trust strip certificates will be “obligation[s] (including any participation or certificate of beneficial ownership therein) which. . . [are] principally secured by an interest in real property” within the meaning of section 860G(a)(3)(A) of the Code.
Taxation of Owners of Grantor Trust Fractional Interest Certificates.
General. Holders of a particular series of grantor trust fractional interest certificates generally:
● | will be required to report on their federal income tax returns their shares of the entire income from the underlying mortgage loans, including amounts used to pay reasonable servicing fees and other expenses, and |
● | will be entitled to deduct their shares of any reasonable servicing fees and other expenses subject to any limitations imposed under sections 67 and 68 of the Code. |
If a fractional interest certificate is treated as a strip certificate, and because the mortgage loans underlying a fractional interest certificate may bear original issue discount or be purchased with, market or original issue discount, or premium, the amount includible in income on account of a
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grantor trust fractional interest certificate may differ significantly from interest paid or accrued on the underlying mortgage loans.
Limits on Deducting Fees and Expenses. Section 67 of the Code allows an individual, estate or trust holding a grantor trust fractional interest certificate directly or through some types of pass-through entities a deduction for any reasonable servicing fees and expenses only to the extent that the total of the holder’s miscellaneous itemized deductions exceeds two percent of the holder’s adjusted gross income.
Section 68 of the Code currently reduces the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount. Such reduction is currently not in effect, but in the absence of further legislation, the limitation under section 68 of the Code will again apply, in full, starting in 2014.
The amount of additional taxable income reportable by holders of grantor trust fractional interest certificates who are subject to the limitations of either section 67 or section 68 of the Code may be substantial. Further, certificateholders, other than corporations, subject to the alternative minimum tax may not deduct miscellaneous itemized deductions in determining their alternative minimum taxable income.
Allocating Fees and Expenses. Although it is not entirely clear, it appears that in transactions in which multiple classes of grantor trust certificates, including grantor trust strip certificates, are issued, any fees and expenses should be allocated among those classes of grantor trust certificates. The method of this allocation should recognize that each class benefits from the related services. In the absence of statutory or administrative clarification of the method to be used, we currently expect that information returns or reports to the IRS and certificateholders will be based on a method that allocates these fees and expenses among classes of grantor trust certificates with respect to each period based on the payments made to each class during that period.
Application of Stripping Rules. The federal income tax treatment of grantor trust fractional interest certificates of any series will depend on whether they are subject to the stripped bond rules of section 1286 of the Code. Grantor trust fractional interest certificates may be subject to those rules if:
● | a class of grantor trust strip certificates is issued as part of the same series, or |
● | we or any of our affiliates retain, for our or its own account or for purposes of resale, a right to receive a specified portion of the interest payable on an underlying mortgage loan. |
Further, the IRS has ruled that an unreasonably high servicing fee retained by a seller or servicer will be treated as a retained ownership interest in mortgage loans that constitutes a stripped coupon. We will include in the related prospectus supplement information regarding servicing fees paid out of the assets of the related trust to:
● | a master servicer, |
● | a special servicer, |
● | any sub-servicer, or |
● | their respective affiliates. |
With respect to certain categories of debt instruments, section 1272(a)(6) of the Code requires the use of a reasonable prepayment assumption in accruing original issue discount, and adjustments in the accrual of original issue discount when prepayments do not conform to the prepayment assumption.
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Section 1272(a)(6) also applies to investments in any pool of debt instruments the yield on which may be affected by reason of prepayments. The precise application of section 1272(a)(6) of the Code to pools of debt instruments is unclear in certain respects. For example, it is uncertain whether a prepayment assumption will be applied collectively to all of a taxpayer’s investments in these pools of debt instruments, or on an investment-by-investment basis. Similarly, it is not clear whether the assumed prepayment rate for investments in grantor trust fractional interest certificates is to be determined based on conditions at the time of the first sale of the certificate or, with respect to any holder, at the time of purchase of the certificate by that holder.
We recommend that certificateholders consult their tax advisors concerning reporting original issue discount, market discount and premium with respect to grantor trust fractional interest certificates.
If Stripped Bond Rules Apply to Fractional Interest Certificates. If the stripped bond rules apply, each grantor trust fractional interest certificate will be treated as having been issued with original issue discount within the meaning of section 1273(a) of the Code. This is subject, however, to the discussion below regarding:
● | the treatment of some stripped bonds as market discount bonds, and |
● | de minimis market discount. |
See “—Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates— Market Discount” below.
The holder of a grantor trust fractional interest certificate will report interest income from its grantor trust fractional interest certificate for each month if and to the extent it constitutes “qualified stated interest” in accordance with its normal method of accounting. See “REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” in this prospectus for a description of qualified stated interest.
The original issue discount on a grantor trust fractional interest certificate will be the excess of the certificate’s stated redemption price over its issue price. The issue price of a grantor trust fractional interest certificate as to any purchaser will be equal to the price paid by that purchaser of the grantor trust fractional interest certificate. The stated redemption price of a grantor trust fractional interest certificate will be the sum of all payments to be made on that certificate, other than qualified stated interest, if any, and the certificate’s share of reasonable servicing fees and other expenses.
See “—Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—If Stripped Bond Rules Do Not Apply” for a definition of “qualified stated interest.” In general, the amount of that income that accrues in any month would equal the product of:
● | the holder’s adjusted basis in the grantor trust fractional interest certificate at the beginning of the related month, as defined in “—Grantor Trusts—Sales of Grantor Trust Certificates,” and |
● | the yield of that grantor trust fractional interest certificate to the holder. |
The yield would be computed at the rate, that, if used to discount the holder’s share of future payments on the related mortgage loans, would cause the present value of those future payments to equal the price at which the holder purchased the certificate. This rate is compounded based on the regular interval between distribution dates. In computing yield under the stripped bond rules, a certificateholder’s share of future payments on the related mortgage loans will not include any payments made with respect to any ownership interest in those mortgage loans retained by us, a master servicer, a special servicer, a sub-servicer or our or their respective affiliates, but will include the certificateholder’s share of any reasonable servicing fees and other expenses and is based generally on the method described in section 1272(a)(6) of the Code. The precise means of applying
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that method is uncertain in various respects. See “—Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—General.”
In the case of a grantor trust fractional interest certificate acquired at a price equal to the principal amount of the related mortgage loans allocable to that certificate, the use of a prepayment assumption generally would not have any significant effect on the yield used in calculating accruals of interest income. In the case, however, of a grantor trust fractional interest certificate acquired at a price less than or greater than the principal amount, respectively, the use of a reasonable prepayment assumption would increase or decrease the yield. Therefore, the use of this prepayment assumption would accelerate or decelerate, respectively, the reporting of income.
In the absence of statutory or administrative clarification, we currently expect that information reports or returns to the IRS and certificateholders will be based on:
● | a prepayment assumption determined when certificates are offered and sold hereunder, which we will disclose in the related prospectus supplement, and |
● | a constant yield computed using a representative initial offering price for each class of certificates. |
However, neither we nor any other person will make any representation that—
● | the mortgage loans in any of our trusts will in fact prepay at a rate conforming to the prepayment assumption used or any other rate, or |
● | the prepayment assumption will not be challenged by the IRS on audit. |
Certificateholders also should bear in mind that the use of a representative initial offering price will mean that the information returns or reports that we send, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders of each series who bought at that price.
Under Treasury regulation section 1.1286-1, some stripped bonds are to be treated as market discount bonds. Accordingly, any purchaser of that bond is to account for any discount on the bond as market discount rather than original issue discount. This treatment only applies, however, if immediately after the most recent disposition of the bond by a person stripping one or more coupons from the bond and disposing of the bond or coupon:
● | there is no original issue discount or only a less thande minimis amount of original issue discount, or |
● | the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the related mortgage loans, before subtracting any servicing fee or any stripped coupon. |
If interest payable on a grantor trust fractional interest certificate is more than one percentage point lower than the gross interest rate payable on the related mortgage loans, we will disclose that fact in the related prospectus supplement. If the original issue discount or market discount on a grantor trust fractional interest certificate determined under the stripped bond rules is less than the product of:
● | 0.25% of the stated redemption price, and |
● | the weighted average maturity of the related mortgage loans, |
then the original issue discount or market discount will be considered to be less thande minimis. Original issue discount or market discount of only a less thande minimis amount will be included in
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income in the same manner as less thande minimis original issue discount and market discount described in “—Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—If Stripped Bond Rules Do Not Apply” and “—Market Discount” below.
If Stripped Bond Rules Do Not Apply to Fractional Interest Certificates. Subject to the discussion below on original issue discount, if the stripped bond rules do not apply to a grantor trust fractional interest certificate, the certificateholder will be required to report its share of the interest income on the related mortgage loans in accordance with the certificateholder’s normal method of accounting. In that case, the original issue discount rules will apply, even if the stripped bond rules do not apply, to a grantor trust fractional interest certificate to the extent it evidences an interest in mortgage loans issued with original issue discount.
The original issue discount, if any, on mortgage loans will equal the difference between:
● | the stated redemption price of the mortgage loans, and |
● | their issue price. |
For a definition of “stated redemption price,” see “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above. In general, the issue price of a mortgage loan will be the amount received by the borrower from the lender under the terms of the mortgage loan. If the borrower separately pays points to the lender that are not paid for services provided by the lender, such as commitment fees or loan processing costs, the amount of those points paid reduces the issue price.
The stated redemption price of a mortgage loan will generally equal its principal amount. The determination of whether original issue discount will be considered to be less thande minimis will be calculated using the same test as in the REMIC discussion. See “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above.
In the case of mortgage loans bearing adjustable or variable interest rates, we will describe in the related prospectus supplement the manner in which these rules will be applied with respect to the mortgage loans by the related trustee or master servicer, as applicable, in preparing information returns to certificateholders and the IRS.
If original issue discount is ade minimis amount or more, all original issue discount with respect to a mortgage loan will be required to be accrued and reported in income each month, based generally on the method described in section 1272(a)(6) of the Code. The precise means of applying that method is uncertain in various respects, however. See “—Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—General.”
A purchaser of a grantor trust fractional interest certificate may purchase the grantor trust fractional interest certificate at a cost less than the certificate’s allocable portion of the total remaining stated redemption price of the underlying mortgage loans. In that case, the purchaser will also be required to include in gross income the certificate’s daily portions of any original issue discount with respect to those mortgage loans. However, each daily portion will be reduced, if the cost of the grantor trust fractional interest certificate to the purchaser is in excess of the certificate’s allocable portion of the aggregate adjusted issue prices of the underlying mortgage loans. The reduction will be approximately in proportion to the ratio that the excess bears to the certificate’s allocable portion of the total original issue discount remaining to be accrued on those mortgage loans.
The adjusted issue price of a mortgage loan on any given day equals the sum of:
● | the adjusted issue price or the issue price, in the case of the first accrual period, of the mortgage loan at the beginning of the accrual period that includes that day, and |
● | the daily portions of original issue discount for all days during the accrual period prior to that day. |
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● | the amount of any payments made on the mortgage loan during the accrual period prior to that date of amounts included in its stated redemption price. |
The adjusted issue price of a mortgage loan at the beginning of any accrual period will equal:
● | the issue price of the mortgage loan, increased by |
● | the total amount of original issue discount with respect to the mortgage loan that accrued in prior accrual periods, and reduced by |
● | the amount of any payments made on the mortgage loan in prior accrual periods of amounts included in its stated redemption price. |
In the absence of statutory or administrative clarification, we currently expect that information reports or returns to the IRS and certificateholders will be based on:
● | a prepayment assumption determined when the certificates are offered and sold hereunder and disclosed in the related prospectus supplement, and |
● | a constant yield computed using a representative initial offering price for each class of certificates. |
However, neither we nor any other person will make any representation that—
● | the mortgage loans will in fact prepay at a rate conforming to the prepayment assumption or any other rate, or |
● | the prepayment assumption will not be challenged by the IRS on audit. |
Certificateholders also should bear in mind that the use of a representative initial offering price will mean that the information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders of each series who bought at that price.
Market Discount. If the stripped bond rules do not apply to a grantor trust fractional interest certificate, a certificateholder may be subject to the market discount rules of sections 1276 through 1278 of the Code to the extent an interest in a mortgage loan is considered to have been purchased at a market discount. A mortgage loan is considered to have been purchased at a market discount if—
● | in the case of a mortgage loan issued without original issue discount, it is purchased at a price less than its remaining stated redemption price, or |
● | in the case of a mortgage loan issued with original issue discount, it is purchased at a price less than its adjusted issue price. |
If market discount is equal to or more than ade minimis amount, the holder generally must include in income in each month the amount of the discount that has accrued, under the rules described below, through that month that has not previously been included in income. However, the inclusion will be limited, in the case of the portion of the discount that is allocable to any mortgage loan, to the payment of stated redemption price on the mortgage loan that is received by or, for accrual method certificateholders, due to the trust in that month. A certificateholder may elect to include market discount in income currently as it accrues, under a constant yield method based on the yield of the certificate to the holder, rather than including it on a deferred basis in accordance with the foregoing. Such market discount will be accrued based generally on the method described in section 1272(a)(6) of the Code. The precise means of applying that method is uncertain in various respects, however. See “Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—General.”
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We recommend that certificateholders consult their own tax advisors concerning accrual of market discount with respect to grantor trust fractional interest certificates. Certificateholders should also refer to the related prospectus supplement to determine whether and in what manner the market discount will apply to the underlying mortgage loans purchased at a market discount.
To the extent that the underlying mortgage loans provide for periodic payments of stated redemption price, you may be required to include market discount in income at a rate that is not significantly slower than the rate at which that discount would be included in income if it were original issue discount.
Market discount with respect to mortgage loans may be considered to bede minimis and, if so, will be includible in income underde minimis rules similar to those described under “—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” above.
Further, under the rules described under “—REMICs—Taxation of Owners of REMIC Regular Certificates—Market Discount” above, any discount that is not original issue discount and exceeds ade minimis amount may require the deferral of interest expense deductions attributable to accrued market discount not yet includible in income, unless an election has been made to report market discount currently as it accrues. This rule applies without regard to the origination dates of the underlying mortgage loans.
Premium. If a certificateholder is treated as acquiring the underlying mortgage loans at a premium, which is a price in excess of their remaining stated redemption price, the certificateholder may elect under section 171 of the Code to amortize the portion of that premium allocable to mortgage loans originated after September 27, 1985 using a constant yield method. Amortizable premium is treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. However, premium allocable to mortgage loans originated before September 28, 1985 or to mortgage loans for which an amortization election is not made, should:
● | be allocated among the payments of stated redemption price on the mortgage loan, and |
● | be allowed as a deduction as those payments are made or, for an accrual method certificateholder, due. |
It appears that a prepayment assumption should be used in computing amortization of premium allowable under section 171 of the Code similar to that described for calculating the accrual of market discount of grantor trust fractional interest certificates based generally on the method described in section 1272(a)(6) of the Code. The precise means of applying that method is uncertain in various respects, however. See “Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—General.”
Taxation of Owners of Grantor Trust Strip Certificates. The stripped coupon rules of section 1286 of the Code will apply to the grantor trust strip certificates. Except as described above under “—Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—If Stripped Bond Rules Apply,” no regulations or published rulings under section 1286 of the Code have been issued and some uncertainty exists as to how it will be applied to securities, such as the grantor trust strip certificates. Accordingly, we recommend that you consult your tax advisors concerning the method to be used in reporting income or loss with respect to those certificates.
The Treasury regulations promulgated under the original discount rules do not apply to stripped coupons, although they provide general guidance as to how the original issue discount sections of the Code will be applied.
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Under the stripped coupon rules, it appears that original issue discount will be required to be accrued in each month on the grantor trust strip certificates based on a constant yield method. In effect, you would include as interest income in each month an amount equal to the product of your adjusted basis in the grantor trust strip certificate at the beginning of that month and the yield of the grantor trust strip certificate to you. This yield would be calculated based on:
● | the price paid for that grantor trust strip certificate by you, and |
● | the projected payments remaining to be made on that grantor trust strip certificate at the time of the purchase, plus |
● | an allocable portion of the projected servicing fees and expenses to be paid with respect to the underlying mortgage loans. |
Such yield will accrue based generally on the method described in section 1272(a)(6) of the Code. The precise means of applying that method is uncertain in various respects, however. See “Grantor Trusts—Taxation of Owners of Grantor Trust Fractional Interest Certificates—General.”
If the method for computing original issue discount under section 1272(a)(6) results in a negative amount of original issue discount as to any accrual period with respect to a grantor trust strip certificate, the amount of original issue discount allocable to that accrual period will be zero. That is, no current deduction of the negative amount will be allowed to you. You will instead only be permitted to offset that negative amount against future positive original issue discount, if any, attributable to that certificate. Although not free from doubt, it is possible that you may be permitted to deduct a loss to the extent his or her basis in the certificate exceeds the maximum amount of payments you could ever receive with respect to that certificate. However, the loss may be a capital loss, which is limited in its deductibility. The foregoing considerations are particularly relevant to grantor trust certificates with no, or disproportionately small, amounts of principal, which can have negative yields under circumstances that are not default related.
The accrual of income on the grantor trust strip certificates will be significantly slower using a prepayment assumption than if yield is computed assuming no prepayments. In the absence of statutory or administrative clarification, we currently expect that information returns or reports to the IRS and certificateholders will be based on:
● | the prepayment assumption we will disclose in the related prospectus supplement, and |
● | a constant yield computed using a representative initial offering price for each class of certificates. |
However, neither we nor any other person will make any representation that—
● | the mortgage loans in any of our trusts will in fact prepay at a rate conforming to the prepayment assumption or at any other rate or |
● | the prepayment assumption will not be challenged by the IRS on audit. |
We recommend that prospective purchasers of the grantor trust strip certificates consult their tax advisors regarding the use of the prepayment assumption.
Certificateholders also should bear in mind that the use of a representative initial offering price will mean that the information returns or reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders of each series who bought at that price.
Sales of Grantor Trust Certificates. Any gain or loss recognized on the sale or exchange of a grantor trust certificate by an investor who holds that certificate as a capital asset, will be capital gain
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or loss, except as described below in this “—Sales of Grantor Trust Certificates” subsection. The amount recognized equals the difference between:
● | the amount realized on the sale or exchange of a grantor trust certificate, and |
● | its adjusted basis. |
The adjusted basis of a grantor trust certificate generally will equal:
● | its cost, increased by |
● | any income reported by the seller, including original issue discount and market discount income, and reduced, but not below zero, by |
● | any and all previously reported losses, amortized premium, and payments (other than payments of ordinary interest) with respect to that grantor trust certificate. |
As of the date of this prospectus, the Code provides for lower rates as to long-term capital gains than those applicable to the short-term capital gains and ordinary income realized or received by individuals. No similar rate differential exists for corporations. In addition, the distinction between a capital gain or loss and ordinary income or loss remains relevant for other purposes.
Gain or loss from the sale of a grantor trust certificate may be partially or wholly ordinary and not capital in some circumstances. Gain attributable to accrued and unrecognized market discount will be treated as ordinary income. Gain or loss recognized by banks and other financial institutions subject to section 582(c) of the Code will be treated as ordinary income.
Furthermore, a portion of any gain that might otherwise be capital gain may be treated as ordinary income to the extent that the grantor trust certificate is held as part of a “conversion transaction” within the meaning of section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk, if substantially all of the taxpayer’s return is attributable to the time value of the taxpayer’s net investment in the transaction. The amount of gain realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer’s net investment at 120% of the appropriate applicable Federal rate at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction.
The Code requires the recognition of gain upon the constructive sale of an appreciated financial position. A constructive sale of an appreciated financial position occurs if a taxpayer enters into a transaction or series of transactions that have the effect of substantially eliminating the taxpayer’s risk of loss and opportunity for gain with respect to the financial instrument. Debt instruments that—
● | entitle the holder to a specified principal amount, |
● | pay interest at a fixed or variable rate, and |
● | are not convertible into the stock of the issuer or a related party, |
cannot be the subject of a constructive sale for this purpose. Because most grantor trust certificates meet this exception, section 1258 will not apply to most grantor trust certificates. However, some grantor trust certificates have no, or a disproportionately small amount of, principal and these certificates can be the subject of a constructive sale.
Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include the net capital gain in total net investment income for the
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relevant taxable year. This election would be done for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer’s net investment income.
Grantor Trust Reporting. Unless otherwise provided in the related prospectus supplement, the related tax administrator will furnish or make readily available through electronic means to each holder of a grantor trust certificate with each payment a statement setting forth the amount of the payment allocable to principal on the underlying mortgage loans and to interest on those loans at the related pass-through rate. In addition, the related tax administrator will furnish, within a reasonable time after the end of each calendar year, to each person or entity that was the holder of a grantor trust certificate at any time during that year, information regarding:
● | the amount of servicing compensation received by a master servicer or special servicer, and |
● | all other customary factual information the reporting party deems necessary or desirable to enable holders of the related grantor trust certificates to prepare their tax returns. |
The reporting party will furnish comparable information to the IRS as and when required by law to do so.
Because the rules for accruing discount and amortizing premium with respect to grantor trust certificates are uncertain in various respects, there is no assurance the IRS will agree with the information reports of those items of income and expense. Moreover, those information reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders that bought their certificates at the representative initial offering price used in preparing the reports.
Regulations, that establish a reporting framework for interests in “widely held fixed investment trusts” place the responsibility of reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as any entity classified as a “trust” under Treasury regulation section 301.7701-4(c) in which any interest is held by a middleman, which includes, but is not limited to:
● | a custodian of a person’s account, |
● | a nominee, and |
● | a broker holding an interest for a customer in street name. |
Backup Withholding. In general, the rules described under “—REMICs—Backup Withholding with Respect to REMIC Certificates” above will also apply to grantor trust certificates.
Foreign Investors. In general, the discussion with respect to REMIC regular certificates under “—REMICs—Foreign Investors in REMIC Certificates” above applies to grantor trust certificates. However, unless we otherwise specify in the related prospectus supplement, grantor trust certificates will be eligible for exemption from U.S. withholding tax, subject to the conditions described in the discussion above, only to the extent the related mortgage loans were originated after July 18, 1984.
To the extent that interest on a grantor trust certificate would be exempt under sections 871(h)(1) and 881(c) of the Code from United States withholding tax, and the certificate is not held in connection with a certificateholder’s trade or business in the United States, the certificate will not be subject to United States estate taxes in the estate of a nonresident alien individual.
STATE AND OTHER TAX CONSEQUENCES
In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences,” potential investors should consider the state and local tax consequences of the
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acquisition, ownership and disposition of the offered certificates. State and local tax law may differ substantially from the corresponding federal tax law, and neither this prospectus nor the prospectus supplement for any series of certificates purports to describe any aspects of the income tax laws of the states or localities in which the mortgaged properties are located or of any other applicable state or locality.
It is possible that one or more jurisdictions may attempt to tax nonresident holders of a series of certificates solely by reason of the location in that jurisdiction of the depositor, the trustee, the related borrower or the mortgaged properties or on some other basis, may require nonresident holders of such certificates to file returns in such jurisdiction or may attempt to impose penalties for failure to file such returns; and it is possible that any such jurisdiction will ultimately succeed in collecting such taxes or penalties from nonresident holders of such certificates. We cannot assure you that holders of any series of certificates will not be subject to tax in any particular state or local taxing jurisdiction.
If any tax or penalty is successfully asserted by any state or local taxing jurisdiction, none of the depositor, the related borrower, the trustee, the certificate administrator, any master servicer, any special servicer or any other party will be obligated to indemnify or otherwise to reimburse any affected holders of certificates therefor.
Prospective purchasers should consult their own tax advisors with respect to the various state and local tax consequences of an investment in the certificates.
ERISA CONSIDERATIONS
General
Title I of ERISA and Section 4975 of the Code impose certain requirements on retirement plans and other employee benefit plans or arrangements, including individual retirement accounts, individual retirement annuities, medical savings accounts, Keogh plans, collective investment funds and separate and some insurance company general accounts in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all of which are referred to in this prospectus as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements or Section 4975 of the Code. However, such plans may be subject to the provisions of other applicable federal, state or local law (which may contain restrictions substantially similar to those in ERISA and the Code).
ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties-in-Interest”) who have certain specified relationships to the Plan, unless a statutory, regulatory or administrative exemption is available. Certain Parties-in-Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code.
Plan Asset Regulations. A Plan’s investment in offered certificates may cause the trust assets to be deemed “plan assets” of a Plan. Section 2510.3-101 of the regulations of the United States Department of Labor (the “DOL”) and Section 3(42) of ERISA provide that when a Plan acquires an equity interest in an entity, the Plan’s assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the entity by “benefit plan investors” (defined generally as employee benefit plans subject to the fiduciary duty requirements of Title I of ERISA, plans to which Code Section 4975 applies, and any entity whose underlying assets include assets of
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such employee benefit plans or plans by reason of an employee benefit plan’s or plan’s investment in the entity) is not “significant.” For this purpose, in general, equity participation in a trust fund will be “significant” on any date if, immediately after the most recent acquisition of any certificate, 25% or more of any class of certificates is held by benefit plan investors (excluding for this calculation any person, other than a benefit plan investor, who has discretionary authority or control, or provides investment advice (direct or indirect) for a fee with respect to the assets of the trust fund, or any affiliate thereof).
Any person who has discretionary authority or control respecting the management or disposition of plan assets of a Plan, and any person who provides investment advice with respect to such assets for a fee, will generally be a fiduciary of the investing plan. If the trust assets constitute plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code. In addition, if the trust assets constitute plan assets, the purchase of certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA and the Code.
Prohibited Transaction Exemptions
A predecessor to Wells Fargo & Company (“WFC”) has received from the DOL an individual prohibited transaction exemption (the “Exemption”), which generally exempts from the application of the prohibited transaction provisions of sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools and the purchase, sale and holding of mortgage pass-through certificates underwritten by an underwriter, provided that certain conditions set forth in the Exemption application are satisfied. For purposes of this Section, “ERISA Considerations”, the term “underwriter” includes (i) WFC, (ii) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with WFC, and (iii) any member of the underwriting syndicate or selling group of which WFC or a person described in (ii) is a manager or co-manager with respect to a class of certificates. See “Method of Distribution” in this prospectus.
The Exemption sets forth five general conditions which, among others, must be satisfied for a transaction involving the purchase, sale and holding of offered certificates by a Plan to be eligible for exemptive relief under the Exemption:
First, the acquisition of offered certificates by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party.
Second, the offered certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by at least one of several specified credit rating agencies.
Third, the trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the depositor, the trustee, the master servicer, the special servicer, any sub-servicer, any swap counterparty, the provider of any credit support and any obligor with respect to mortgage assets constituting more than 5% of the aggregate unamortized principal balance of the mortgage assets in the related trust fund as of the date of initial issuance of the certificates.
Fourth, the sum of all payments made to and retained by the underwriter(s) in connection with the distribution or placement of certificates must represent not more than reasonable compensation for underwriting or placing the certificates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage assets to the related trust fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the master servicer and any sub-servicer must represent not more than reasonable compensation for such person’s services under the related pooling and servicing agreement and reimbursement of such person’s reasonable expenses in connection therewith.
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Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act.
In the event the obligations used to fund the trust fund have not all been transferred to the trust fund on the closing date, additional obligations meeting certain requirements as specified in the Exemption may be transferred to the trust fund in exchange for the amounts credited to the Pre-Funding Account (as defined in the Exemption) during a period required by the Exemption, commencing on the closing date and ending no later than the earliest to occur of: (i) the date the amount on deposit in the Pre-Funding Account is less than the minimum dollar amount specified in the pooling and servicing agreement; (ii) the date on which an event of default occurs under the pooling and servicing agreement; or (iii) the date which is the later of three months or 90 days after the closing date. In addition, the amount in the Pre-Funding Account may not exceed 25% of the aggregate principal amount of the offered certificates. Certain other conditions of the Exemption relating to pre-funding accounts must also be met, in order for the Exemption to apply. The accompanying prospectus supplement will discuss whether pre-funding accounts will be used.
The Exemption also requires that the trust fund meet the following requirements: (i) the trust fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates in such other investment pools must have been rated in one of the four highest categories of at least one of several specified credit rating agencies for at least one year prior to the Plan’s acquisition of certificates; and (iii) certificates in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of certificates.
The Exemption generally applies to mortgage loans such as the mortgage loans to be included in any trust fund. If a mortgage loan is secured by a ground lease, the ground lease term must be at least 10 years longer than the term of the mortgage loan.
If the general conditions set forth in the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (i) the direct or indirect sale, exchange or transfer of offered certificates acquired by a Plan upon issuance from the depositor or underwriter when the depositor, underwriter, master servicer, special servicer, sub-servicer, trustee, provider of credit support, or obligor with respect to mortgage assets is a “Party in Interest” under ERISA with respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of offered certificates by a Plan and (iii) the holding of offered certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For this purpose, an Excluded Plan is a Plan sponsored by any member of the Restricted Group.
If certain specific conditions set forth in the Exemption are also satisfied, the Exemption may provide relief from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code to an obligor acting as a fiduciary with respect to the investment of a Plan’s assets in the certificates (or such obligor’s affiliate) only if, among other requirements (i) such obligor (or its affiliate) is an obligor with respect to 5% percent or less of the fair market value of the assets contained in the trust fund and is otherwise not a member of the Restricted Group, (ii) a Plan’s investment in certificates does not exceed 25% of all of the certificates outstanding at the time of the acquisition, (iii) immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in trusts (including the trust fund) containing assets sold or serviced by the depositor or a servicer and (iv) in the case of the acquisition of the certificates in connection with their initial issuance, at least 50% of the certificates are acquired by persons independent of the Restricted Group and at least 50% of the aggregate interest in the trust fund is acquired by persons independent of the Restricted Group.
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The Exemption also applies to transactions in connection with the servicing, management and operation of the trust fund, provided that, in addition to the general requirements described above, (a) such transactions are carried out in accordance with the terms of a binding pooling and servicing agreement, (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus or private placement memorandum provided to, investing Plans before their purchase of certificates issued by the trust fund and (c) the terms and conditions for the defeasance of a mortgage obligation and substitution of a new mortgage obligation, as so directed, have been approved by at least one of several specified credit rating agencies and do not result in any certificates receiving a lower credit rating from such credit rating agency than the current rating. The pooling and servicing agreements will each be a “Pooling and Servicing Agreement” as defined in the Exemption. Each pooling and servicing agreement will provide that all transactions relating to the servicing, management and operations of the trust fund must be carried out in accordance with the pooling and servicing agreement.
The DOL has issued a Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”), which provides relief from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code for transactions in connection with the servicing, management and operation of a trust in which an insurance company general account has an interest as a result of its acquisition of certificates issued by such trust, provided that certain conditions are satisfied. Insurance company general accounts meeting the specified conditions may generally purchase, in reliance on PTCE 95-60, classes of certificates that do not meet the requirements of the Exemption solely because they have not received a rating at the time of the acquisition in one of the four highest rating categories from at least one of several specified credit rating agencies. In addition to PTCE 95-60, relief may be available to certain insurance company general accounts, which support policies issued by any insurer on or before December 31, 1998 to or for the benefit of employee benefit plans, under regulations published by the DOL under Section 401(c) of ERISA, that became applicable on July 5, 2001.
Any Plan fiduciary considering the purchase of certificates should consult with its counsel with respect to the applicability of the Exemption and other issues and determine on its own whether all conditions have been satisfied and whether the certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans or church plans, under applicable federal, state or local law). The accompanying prospectus supplement will specify the representations required by purchasers of certificates, but generally, each purchaser using the assets of one or more Plans to purchase a certificate shall be deemed to represent that each such Plan qualifies as an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act, and no Plan will be permitted to purchase or hold such certificates unless such certificates are rated in one of the top four rating categories by at least one rating agency at the time of such purchase, unless such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of PTCE 95-60. Each purchaser of classes of certificates that are not rated at the time of purchase in one of the top four rating categories by at least one rating agency shall be deemed to represent that it is eligible for, and meets all of the requirements of, Sections I and III of PTCE 95-60. The accompanying prospectus supplement with respect to a series of certificates may contain additional information regarding the application of the Exemption or any other exemption, with respect to the certificates offered thereby.
LEGAL INVESTMENT
If so specified in the accompanying prospectus supplement, certain classes of the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended (“SMMEA”). Generally, the only classes of offered certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act (an “NRSRO”) and (2) are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate.
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While Section 939(e) of the Dodd-Frank Wall Street Reform and Consumer Protection Act amended SMMEA, effective July 21, 2012, so as to require the SEC to establish creditworthiness standards by that date in substitution for the foregoing ratings test, the SEC has neither proposed nor adopted a rule establishing new creditworthiness standards for purposes of SMMEA as of the date of this Prospectus. However, the SEC has issued a transitional interpretation (Release No. 34-67448 (effective July 20, 2012)), which provides that, until such time as final rules establishing new standards of creditworthiness become effective, the standard of creditworthiness for purposes of the definition of the term “mortgage related security” is a security that is rated in one of the two highest rating categories by at least one NRSRO. Depending on the standards of creditworthiness that are ultimately established by the SEC, it is possible that certain classes of offered certificates specified to be “mortgage related securities” for purposes of SMMEA in the applicable prospectus supplement, may no longer qualify as such as of the time such new standards are effective.
The appropriate characterization of the offered certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the offered certificates, may be subject to significant interpretive uncertainties. Except as to the status of certain classes of offered certificates as “mortgage related securities,” no representations are made as to the proper characterization of the offered certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase offered certificates under applicable legal investment restrictions. Further, any ratings downgrade of any class of the offered certificates below an “investment grade” rating by an NRSRO may affect the ability of an investor to purchase or retain, or otherwise impact the regulatory characteristics of, that class. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity and market value of the offered certificates.
Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates constitute legal investments or are subject to investment, capital or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to such investor.
METHOD OF DISTRIBUTION
The offered certificates offered by the prospectus and the accompanying prospectus supplements will be offered in series. The distribution of the offered certificates may be effected from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale or at the time of commitment therefor. The accompanying prospectus supplement for the offered certificates of each series will, as to each class of such certificates, set forth the method of the offering, either the initial public offering price or the method by which the price at which the certificates of such class will be sold to the public can be determined, any class or classes of offered certificates, or portions thereof, that will be sold to affiliates of the depositor, the amount of any underwriting discounts, concessions and commissions to underwriters, any discounts or commissions to be allowed to dealers and the proceeds of the offering to the depositor. If so specified in the accompanying prospectus supplement, the offered certificates of a series will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by Wells Fargo Securities, LLC, an affiliate of the depositor, acting as underwriter with other underwriters, if any, named in the accompanying prospectus supplement. Alternatively, the accompanying prospectus supplement may specify that offered certificates will be distributed by Wells Fargo Securities, LLC acting as agent. If Wells Fargo Securities, LLC acts as agent in the sale of offered certificates, Wells Fargo Securities, LLC will receive a selling commission with respect to such offered certificates, depending on market conditions, expressed as a percentage of the aggregate principal balance or notional amount of such offered certificates as of the date of issuance. The exact percentage for each series of certificates will be disclosed in the accompanying prospectus supplement. To the extent that Wells Fargo Securities, LLC elects to purchase offered certificates as principal, Wells Fargo Securities, LLC may realize losses or profits based upon the difference between its purchase price and the sales price. The accompanying prospectus supplement with respect to any
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series offered other than through underwriters will contain information regarding the nature of such offering and any agreements to be entered into between the depositor or any affiliate of the depositor and purchasers of offered certificates of such series.
If so specified in the accompanying prospectus supplement, all or a portion of one or more classes of the offered certificates identified in the accompanying prospectus supplement may be retained or sold by the depositor either directly or indirectly through an underwriter, including Wells Fargo Securities, LLC, to one or more affiliates of the depositor. This prospectus and any prospectus supplements may be used by any such affiliate to resell offered certificates publicly or privately to affiliated or unaffiliated parties either directly or indirectly through an underwriter, including Wells Fargo Securities, LLC.
The depositor will agree to indemnify Wells Fargo Securities, LLC and any underwriters and their respective controlling persons against certain civil liabilities, including liabilities under the Securities Act, or will contribute to payments that any such person may be required to make in respect thereof.
In the ordinary course of business, Wells Fargo Securities, LLC and the depositor may engage in various securities and financing transactions, including repurchase agreements to provide interim financing of the depositor’s mortgage loans pending the sale of such mortgage loans or interests therein, including the certificates.
The depositor anticipates that the offered certificates will be sold primarily to institutional investors, which may include affiliates of the depositor. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be “underwriters” within the meaning of the Securities Act, in connection with reoffers and sales by them of offered certificates. Certificateholders should consult with their legal advisors in this regard prior to any such reoffer or sale.
Any class of certificates not offered by this prospectus may be initially retained by the depositor, and may be sold by the depositor at any time to one or more institutional investors.
Underwriters or agents and their associates may be customers of (including borrowers from), engage in transactions with, and/or perform services for the depositor, its affiliates, and the trustee in the ordinary course of business.
LEGAL MATTERS
Unless otherwise specified in the accompanying prospectus supplement, certain legal matters in connection with the certificates of each series, including certain federal income tax consequences, will be passed upon for the depositor by Sidley Austinllp, New York, New York, or by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina.
FINANCIAL INFORMATION
A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this prospectus or in the accompanying prospectus supplement.
RATINGS
Unless the offering of the certificates of a series may be made consistent with the eligibility requirements for use of the registration statement pursuant to which the offering is being made, it is a condition to the issuance of the certificates of each series offered by means of this prospectus and the related prospectus supplement that at least one NRSRO shall have rated the certificates in one of the four highest rating categories.
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Ratings on mortgage backed securities address the likelihood of receipt by securityholders of all distributions on the underlying mortgage loans or other assets. These ratings address the structural, legal and issuer related aspects associated with such securities, the nature of the underlying mortgage loans or other assets and the credit quality of the guarantor, if any. Ratings on mortgage backed securities do not represent any assessment of the likelihood of principal prepayments by mortgagors or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of stripped certificates under certain scenarios might fail to recoup their underlying investments.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning NRSRO. You should evaluate each security rating independently of any other security rating.
It is a condition to the issuance of any class of offered certificates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one rating agency.
Ratings on mortgage pass-through certificates address the likelihood of receipt by the holders of those certificates of all collections on the underlying mortgage assets to which those holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with those certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which those prepayments might differ from those originally anticipated. As a result, you might suffer a lower than anticipated yield, and, in addition, holders of stripped interest certificates in extreme cases might fail to recoup their initial investments.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating.
GLOSSARY
“Accrual Certificates” means certificates which provide for distributions of accrued interest thereon commencing only following the occurrence of certain events, such as the retirement of one or more other classes of certificates of such series.
“Accrued Certificate Interest” means, with respect to each class of certificates and each distribution date, other than certain classes of Stripped Interest Certificates and REMIC Residual certificates, the amount equal to the interest accrued for a specified period (generally the period between distribution dates) on the outstanding principal balance of those certificates immediately prior to such distribution date, at the applicable pass-through rate, as described under “Description of the Certificates—Distributions of Interest on the Certificates” in this prospectus.
“Available Distribution Amount” means, for any series of certificates and any distribution date, the total of all payments or other collections (or advances in lieu thereof) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the certificateholders of that series on that date. The particular components of the Available Distribution Amount for any series on each distribution date will be more specifically described in the accompanying prospectus supplement.
“Code” means the Internal Revenue Code of 1986, as amended.
“Constant Prepayment Rate” or “CPR” means a rate that represents an assumed constant rate of prepayment each month (which is expressed on a per annum basis) relative to the outstanding principal balance of a pool of mortgage loans for the life of such mortgage loans.
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“Cut-off Date” means the date on which the ownership of the mortgage loans of a related series of certificates and rights to payment thereon are deemed transferred to the trust fund, as specified in the accompanying prospectus supplement.
“DTC” means The Depository Trust Company.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
“Farmer Mac” or “FAMC” means the Federal Agricultural Mortgage Corporation.
“REMIC” means a “real estate mortgage investment conduit” under the Code.
“REMIC Certificate” means a certificate issued by a trust fund relating to a series of certificate where an election is made to treat the trust fund as a REMIC.
“REMIC Residual Certificate” means a certificate that evidences ownership of a residual interest in a REMIC where an election is made to treat the trust fund as a REMIC.
“REO Property” means any mortgaged property acquired on behalf of the trust fund in respect of a defaulted mortgage loan through foreclosure, deed in lieu of foreclosure or otherwise.
“SEC” means the U.S. Securities and Exchange Commission or any successor thereto.
“SMMEA” means the Secondary Mortgage Market Enhancement Act of 1984, as amended.
“Standard Prepayment Assumption” or “SPA” means a rate that represents an assumed variable rate of prepayment each month (which is expressed on a per annum basis) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA.
“Stripped Interest Certificates” means certificates which are entitled to interest distributions with disproportionately small, nominal or no principal distributions.
“Stripped Principal Certificates” means certificates which are entitled to principal distributions with disproportionately small, nominal or no interest distributions.
“U.S. Person” means (a) a citizen or resident of the United States; (b) a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any state or the District of Columbia; (c) an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States; or (d) a trust as to which (1) a court in the United States is able to exercise primary supervision over the administration of the trust, and (2) one or more United States Persons have the authority to control all substantial decisions of the trust. In addition, to the extent provided in the Treasury Regulations, a trust will be a U.S. Person if it was in existence on August 20, 1996 and it elected to be treated as a U.S. Person.
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No dealer, salesman or other person is authorized to give any information or to represent anything contained in this prospectus supplement. You must not rely on any unauthorized information or representations. This prospectus supplement is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement is current only as of its date. | $1,020,079,000 (Approximate) WFRBS COMMERCIAL MORTGAGE TRUST 2012-C8 as Issuing Entity COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-C8 Wells Fargo Commercial Mortgage Securities, Inc. as Depositor Wells Fargo Bank, National Association The Royal Bank of Scotland Liberty Island Group I LLC C-III Commercial Mortgage LLC Basis Real Estate Capital II, LLC as Sponsors and Mortgage Loan Sellers PROSPECTUS SUPPLEMENT Wells Fargo Securities RBS Citigroup | ||
TABLE OF CONTENTS | |||
Prospectus supplement | |||
IMPORTANT NOTICE ABOUT INFORMATION | |||
PRESENTED IN THIS PROSPECTUS SUPPLEMENT | |||
AND THE ACCOMPANYING PROSPECTUS | viii | ||
IMPORTANT NOTICE REGARDING THE OFFERED | |||
CERTIFICATES | x | ||
FORWARD-LOOKING STATEMENTS | xi | ||
SUMMARY | S-1 | ||
RISK FACTORS | S-47 | ||
CAPITALIZED TERMS USED IN THIS PROSPECTUS | |||
SUPPLEMENT | S-106 | ||
DESCRIPTION OF THE MORTGAGE POOL | S-106 | ||
TRANSACTION PARTIES | S-153 | ||
DESCRIPTION OF THE OFFERED CERTIFICATES | S-204 | ||
YIELD AND MATURITY CONSIDERATIONS | S-252 | ||
SERVICING OF THE MORTGAGE LOANS AND | |||
ADMINISTRATION OF THE TRUST FUND | S-263 | ||
USE OF PROCEEDS | S-324 | ||
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS | S-325 | ||
MATERIAL FEDERAL INCOME TAX CONSEQUENCES | S-326 | ||
STATE AND OTHER TAX CONSEQUENCES | S-329 | ||
ERISA CONSIDERATIONS | S-330 | ||
LEGAL INVESTMENT | S-333 | ||
METHOD OF DISTRIBUTION (UNDERWRITER | |||
CONFLICTS OF INTEREST) | S-334 | ||
LEGAL MATTERS | S-335 | ||
RATINGS | S-336 | ||
INDEX OF DEFINED TERMS | S-338 | ||
Prospectus | |||
Summary of Prospectus | 1 | ||
Risk Factors | 8 | ||
Description of the Trust Funds | 35 | ||
Yield Considerations | 41 | ||
The Sponsor | 46 | ||
The Depositor | 47 | ||
Use of Proceeds | 47 | ||
Description of the Certificates | 48 | ||
Description of the Pooling and Servicing Agreements | 56 | ||
Description of Credit Support | 70 | ||
Certain Legal Aspects of Mortgage Loans and Leases | 73 | ||
Material Federal Income Tax Consequences | 87 | ||
State and Other Tax Consequences | 122 | ||
ERISA Considerations | 123 | ||
Legal Investment | 126 | ||
Method of Distribution | 127 | ||
Legal Matters | 128 | ||
Financial Information | 128 | ||
Ratings | 128 | ||
Glossary | 129 | ||
Dealers will be required to deliver a prospectus supplement and prospectus when acting as underwriters of these Certificates and with respect to unsold allotments or subscriptions. In addition, all dealers selling these Certificates will deliver a prospectus supplement and a prospectus until October 20, 2012. |