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Bank 2021-BNK36

Filed: 20 Sep 21, 4:19pm

  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-228375-07
   

 

(GRAPHIC)IMAGE OMITTEDIMAGE OMITTED

 

BANK 2021-BNK36

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

$1,276,054,015

(Approximate Total Mortgage Pool Balance)

 

$1,060,719,000

(Approximate Offered Certificates)

 

Banc of America Merrill Lynch Commercial Mortgage Inc.

 

as Depositor

 

Bank of America, National Association

Morgan Stanley Mortgage Capital Holdings LLC

 Wells Fargo Bank, National Association

National Cooperative Bank, N.A.

 as Sponsors and Mortgage Loan Sellers

 

 

 

Commercial Mortgage Pass-Through Certificates

Series 2021-BNK36

 

 September 20, 2021

 

BofA SECURITIES

Co-Lead Bookrunner Manager

WELLS FARGO SECURITIES

Co-Lead Bookrunner Manager

MORGAN STANLEY

Co-Lead Bookrunner Manager

   

Academy Securities, Inc.

Co-Manager

 

Drexel Hamilton

Co-Manager

 

 

 

STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

 

The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-228375) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-294-1322 or by email to dg.Prospectus_Requests@baml.com.

 

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

 

 

 

BANK 2021-BNK36 

 

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communication relating to the securities described herein; provided, that the information contained herein will be superseded by similar information delivered to you as part of the Preliminary Prospectus.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

 

BofA Securities is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation, including, in the United States, BofA Securities, Inc., which is a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”), and, in other jurisdictions, locally registered entities.

 

Wells Fargo Securities is the trade name for the capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, a member of the New York Stock Exchange, FINRA, the National Futures Association (“NFA”) and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, and Wells Fargo Bank, National Association. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC are distinct entities from affiliated banks and thrifts.

 

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

 

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

 

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

 

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

 

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

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BANK 2021-BNK36Structural Overview

 

Offered Certificates

 

         
ClassExpected Ratings
(Fitch/KBRA/S&P)(1)
Approximate Initial Certificate Balance or Notional Amount(2)Approximate Initial Credit Support(3)Pass-Through  Rate DescriptionExpected Weighted Average Life (Years)(4)Expected Principal
Window
(Months)(4)
Certificate Principal UW NOI Debt Yield(5)Certificate
Principal
to Value
Ratio(6)
Class A-1AAAsf/AAA(sf)/AAA(sf)$27,581,00030.000%(7)2.661 – 5719.9%36.3%
Class A-2AAAsf/AAA(sf)/AAA(sf)$157,181,00030.000%(7)4.9057 – 6019.9%36.3%
Class A-3AAAsf/AAA(sf)/AAA(sf)$10,640,00030.000%(7)6.9483 – 8319.9%36.3%
Class A-SBAAAsf/AAA(sf)/AAA(sf)$27,535,00030.000%(7)7.1560 – 10919.9%36.3%
Class A-4(8)AAAsf/AAA(sf)/AAA(sf)(8)(9)30.000%(7)(8)(9)(9)19.9%36.3%
Class A-5(8)AAAsf/AAA(sf)/AAA(sf)(8)(9)30.000%(7)(8)(9)(9)19.9%36.3%
Class X-AAAAsf/AAA(sf)/AAA(sf)$848,575,000(10)N/AVariable IO(11)N/AN/AN/AN/A
Class X-BA-sf/AAA(sf)/A+(sf)$212,144,000(10)N/AVariable IO(11)N/AN/AN/AN/A
Class A-S(8)AAAsf/AAA(sf)/AAA(sf)$107,588,000(8)21.125%(7)(8)9.99119 – 12017.6%40.9%
Class B(8)AA-sf/AA(sf)/AAA(sf)$53,036,000(8)16.750%(7)(8)10.02120 – 12016.7%43.1%
Class C(8)A-sf/A-(sf)/A+(sf)$51,520,000(8)12.500%(7)(8)10.02120 – 12015.9%45.3%

 

Privately Offered Certificates(12)

 

         
ClassExpected Ratings
(Fitch/KBRA/S&P)(1)
Approximate Initial Certificate Balance or Notional Amount(2)Approximate
Initial Credit
Support(3)
Pass-Through  Rate DescriptionExpected Weighted Average Life (Years)(4)Expected Principal
Window (Months)(4)
Certificate
Principal UW NOI Debt
Yield(5)
Certificate
Principal
to Value
Ratio(6)
Class X-DBBB-sf/BBB-(sf)/NR$65,159,000(10)N/AVariable IO(11)N/AN/AN/AN/A
Class X-FBB-sf/B+(sf)/NR$28,791,000(10)N/AVariable IO(11)N/AN/AN/AN/A
Class X-GB-sf/B-(sf)/NR$12,122,000(10)N/AVariable IO(11)N/AN/AN/AN/A
Class X-HNR/NR/NR$45,460,314(10)N/AVariable IO(11)N/AN/AN/AN/A
Class DBBBsf/BBB+(sf)/NR$34,853,0009.625%(7)10.02120 – 12015.4%46.8%
Class EBBB-sf/BBB-(sf)/NR$30,306,0007.125%(7)10.02120 – 12015.0%48.1%
Class FBB-sf/B+(sf)/NR$28,791,0004.750%(7)10.02120 – 12014.6%49.3%
Class GB-sf/B-(sf)/NR$12,122,0003.750%(7)10.02120 – 12014.5%49.9%
Class HNR/NR/NR$45,460,3140.000%(7)10.02120 – 12013.9%51.8%

 

Non-Offered Eligible Vertical Interest(12)

 

ClassExpected Ratings
(Fitch/KBRA/S&P)(1)
Approximate Initial Certificate Balance or Notional Amount(2)Approximate
Initial Credit
Support(3)
Pass-
Through
Rate
Description
Expected
Weighted
Average Life (Years)(4)
Expected
Principal

Window
(Months)(4)
Certificate
Principal
UW NOI
Debt

Yield(5)
Certificate
Principal
to Value
Ratio(6)
RR InterestNR/NR/NR$63,802,700.76N/A(13)9.011 – 120N/AN/A

 

 

 

(1)Ratings shown are those of Fitch Ratings, Inc. (“Fitch”), Kroll Bond Rating Agency, LLC (“KBRA”) and S&P Global Ratings (“S&P”). Certain nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, or otherwise to rate the certificates. There can be no assurance as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings” in the Preliminary Prospectus to be dated on or about the date hereof (the “Preliminary Prospectus”). Capitalized terms used but not defined herein have the meanings assigned to such terms in the Preliminary Prospectus.

 

(2)Approximate, subject to a permitted variance of plus or minus 5% and further subject to the discussion in footnote (9) below. In addition, the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H certificates may vary depending upon the final pricing of the classes of principal balance certificates or trust components whose certificate or principal balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of any class of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G or Class X-H certificates, as applicable, would be equal to zero at all times, such class of certificates will not be issued on the closing date of this securitization.

 

(3)The approximate initial credit support percentages set forth for the certificates are approximate and, for the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates, are presented in the aggregate, taking into account the principal balances of the Class A-4 and Class A-5 trust components. The approximate initial credit support percentage set forth for each class of the Class A-S, Class B and Class C certificates represents the approximate credit support for the underlying trust component with the same alphanumeric designation. The RR Interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the underlying mortgage loans, which such losses are allocated between it, on the one hand, and to the Non-Retained Certificates, on the other hand, pro rata in accordance with their respective Percentage Allocation Entitlements (as defined below). See “Credit Risk Retention” in the Preliminary Prospectus.

 

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

T-3

 

 

BANK 2021-BNK36Structural Overview

 

(4)The Expected Weighted Average Life and Expected Principal Window during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates having a certificate balance are based on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates or anticipated repayment dates of the mortgage loans.

 

(5)Certificate Principal UW NOI Debt Yield for any class of principal balance certificates shown in the table above (other than the RR Interest) is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the aggregate initial certificate or principal balance of all the principal balance certificates, and the denominator of which is the sum of (x) the aggregate initial certificate or principal balance of the subject class of principal balance certificates (or, with respect to the Class A-4, Class A-5, Class A-S, Class B or Class C certificates, the trust component with the same alphanumeric designation) and all other classes of principal balance certificates (other than the RR Interest), if any, that are senior to such class and (y) the outstanding certificate balance of the RR Interest, multiplied by the applicable RR Interest Computation Percentage. The Certificate Principal UW NOI Debt Yields of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates are calculated in the aggregate for those classes as if they were a single class. With respect to any class of principal balance certificates, the “RR Interest Computation Percentage” is equal to a fraction, expressed as a percentage, the numerator of which is the total initial certificate or principal balance of the subject class of principal balance certificates (or, with respect to the Class A-4, Class A-5, Class A-S, Class B or Class C certificates, the trust component with the same alphanumeric designation) and all other classes of principal balance certificates (other than the RR Interest), if any, that are senior to such class, and the denominator of which is the sum of the aggregate initial certificate or principal balance of all the principal balance certificates (other than the RR Interest).

 

(6)Certificate Principal to Value Ratio for any class of principal balance certificates shown in the table above (other than the RR Interest) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the sum of (x) the aggregate initial certificate or principal balance of the subject class of principal balance certificates (or, with respect to the Class A-4, Class A-5, Class A-S, Class B or Class C certificates, the trust component with the same alphanumeric designation) and all other classes of principal balance certificates (other than the RR Interest), if any, that are senior to such class and (y) the outstanding certificate balance of the RR Interest, multiplied by the applicable RR Interest Computation Percentage, and the denominator of which is the aggregate initial certificate or principal balance of all the principal balance certificates. The Certificate Principal to Value Ratios of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4 and Class A-5 certificates are calculated in the aggregate for those classes as if they were a single class.

 

(7)The pass-through rate for each class of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class H certificates will be one of the following: (i) a fixed rate per annum, (ii) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, (iii) a variable rate per annum equal to the lesser of (a) a fixed rate and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date or (iv) a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date minus a specified percentage. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the net mortgage interest rates will be adjusted as necessary to a 30/360 basis.

 

(8)The Class A-4-1, Class A-4-2, Class A-4-X1, Class A-4-X2, Class A-5-1, Class A-5-2, Class A-5-X1, Class A-5-X2, Class A-S-1, Class A-S-2, Class A-S-X1, Class A-S-X2, Class B-1, Class B-2, Class B-X1, Class B-X2, Class C-1, Class C-2, Class C-X1 and Class C-X2 certificates are also offered certificates. Such classes of certificates, together with the Class A-4, Class A-5, Class A-S, Class B and Class C certificates, constitute the “Exchangeable Certificates”. The Class A-1, Class A-2, Class A-3, Class A-SB, Class D, Class E, Class F, Class G and Class H certificates, together with the RR Interest and the Exchangeable Certificates with a certificate balance, are referred to as the “principal balance certificates.”

 

(9)The exact initial principal balances or notional amounts of the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1 and Class A-5-X2 trust components (and consequently, the exact aggregate initial certificate balances or notional amounts of the Exchangeable Certificates with an “A-4” or “A-5” designation) are unknown and will be determined based on the final pricing of the certificates. However, the initial principal balances, weighted average lives and principal windows of the Class A-4 and Class A-5 trust components are expected to be within the applicable ranges reflected in the following chart. The aggregate initial principal balance of the Class A-4 and Class A-5 trust components is expected to be approximately $625,638,000, subject to a variance of plus or minus 5%. The Class A-4-X1 and Class A-4-X2 trust components will have initial notional amounts equal to the initial principal balance of the Class A-4 trust component. The Class A-5-X1 and Class A-5-X2 trust components will have initial notional amounts equal to the initial principal balance of the Class A-5 trust component. In the event that the Class A-5 trust component is issued with an initial certificate balance of $625,638,000, the Class A-4 trust component (and, correspondingly, the Class A-4 Exchangeable Certificates) will not be issued.

 

Trust ComponentsExpected Range of Initial Principal BalanceExpected Range of Weighted Average Life (Years)Expected Range of Principal Window (Months)
Class A-4$0 - $300,000,000NAP – 9.79NAP / 109 – 118
Class A-5$325,638,000 - $625,638,0009.86 – 9.93109 – 119 / 118 – 119

 

(10)The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H certificates (collectively referred to as the “Class X certificates”) are notional amount certificates and will not be entitled to distributions of principal. The notional amount of the Class X-A certificates will be equal to the aggregate certificate or principal balance of the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 and Class A-5 trust components. The notional amount of the Class X-B certificates will be equal to the aggregate principal balance of the Class A-S, Class B and Class C trust components. The notional amount of the Class X-D certificates will be equal to the aggregate certificate balance of the Class D and Class E certificates. The notional amount of each class of the Class X-F, Class X-G and Class X-H certificates will be equal to the certificate balance of the class of principal balance certificates that, with the addition of “X-,” has the same alphabetical designation as the subject class of Class X certificates.

 

(11)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, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1 and Class A-5-X2 trust components for the related distribution date, weighted on the basis of their respective certificate or principal balances or notional amounts outstanding immediately prior to that distribution date (but excluding trust components with a notional amount in the denominator of such weighted average calculation). 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 weighted average of the pass-through rates on the Class A-S, Class A-S-X1, Class A-S-X2, Class B, Class B-X1, Class B-X2, Class C, Class C-X1 and Class C-X2 trust components for the related distribution date, weighted on the basis of their respective principal balances or notional amounts outstanding immediately prior to that distribution date (but excluding trust components with a notional amount in the denominator of such weighted average calculation). The pass-through rate for the Class X-D 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 D and Class E certificates for the related distribution date, weighted on the basis of their respective certificate balances outstanding immediately prior to that distribution date. The pass-through rate for each class of the Class X-F, Class X-G and Class X-H 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 for the related distribution date on the

 

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

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BANK 2021-BNK36Structural Overview

 

 class of principal balance certificates that, with the addition of “X-,” has the same alphabetical designation as the subject class of Class X certificates. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the net mortgage interest rates will be adjusted as necessary to a 30/360 basis.

 

(12)Not offered pursuant to the Preliminary Prospectus or this Term Sheet. Information provided in this Term Sheet regarding the characteristics of these certificates is provided only to enhance your understanding of the offered certificates. The privately offered certificates also include the Class V and Class R certificates, which do not have a certificate balance, notional amount, credit support, pass-through rate, rating, assumed final distribution date or rated final distribution date, and which are not shown in the chart. The Class V certificates represent a beneficial ownership interest held through the grantor trust in a specified percentage of certain excess interest in respect of mortgage loans having anticipated repayment dates, if any. The Class R certificates represent the beneficial ownership of the residual interest in each of the real estate mortgage investment conduits, as further described in the Preliminary Prospectus.

 

(13)Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective pass-through rate for the RR Interest will be a variable rate per annum equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months).

 

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

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BANK 2021-BNK36Structural Overview

 

Issue Characteristics

Offered Certificates:$1,060,719,000 (approximate) monthly pay, multi-class, commercial mortgage pass-through certificates, consisting of 19 principal balance classes (Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1, Class A-5-2, Class A-S, Class A-S-1, Class A-S-2, Class B, Class B-1, Class B-2, Class C, Class C-1 and Class C-2) and 12 interest-only classes (Class A-4-X1, Class A-4-X2, Class A-5-X1, Class A-5-X2, Class X-A, Class X-B, Class A-S-X1, Class A-S-X2, Class B-X1, Class B-X2, Class C-X1 and Class C-X2)
Co-Lead Managers and Joint Bookrunners:BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC
Co-Managers:Academy Securities, Inc. and Drexel Hamilton, LLC
Mortgage Loan Sellers:Bank of America, National Association, Morgan Stanley Mortgage Capital Holdings LLC, Wells Fargo Bank, National Association and National Cooperative Bank, N.A.
Rating Agencies:Fitch, KBRA and S&P
Master Servicers:Wells Fargo Bank, National Association and National Cooperative Bank, N.A.
Special Servicers:Rialto Capital Advisors, LLC and National Cooperative Bank, N.A.
Certificate Administrator/ Certificate Registrar/Custodian:Wells Fargo Bank, National Association
Trustee:Wilmington Trust, National Association
Operating Advisor:Pentalpha Surveillance LLC
Asset Representations Reviewer:Pentalpha Surveillance LLC
Initial Directing Certificateholder:RREF IV Debt AIV, LP
Risk Retention Consultation Party:

Bank of America, National Association

U.S. Credit Risk Retention:For a discussion on the manner in which the U.S. credit risk retention requirements will be addressed by Bank of America, National Association, as the retaining sponsor, see “Credit Risk Retention” in the Preliminary Prospectus.
EU Risk Retention:None of the sponsors, the depositor or the underwriters or their respective affiliates, or any other person, intends to retain a material net economic interest in the securitization constituted by the issue of the certificates, or to take any other action in respect of such securitization, in a manner prescribed or contemplated by the EU Securitization Regulation or the UK Securitization Regulation. In particular, no such person undertakes to take any action which may be required by any potential investor or certificateholder for the purposes of its compliance with any requirement of the EU Securitization Regulation or the UK Securitization Regulation. In addition, the arrangements described under “Credit Risk Retention” in the Preliminary Prospectus have not been structured with the objective of ensuring compliance by any person with any requirement of the EU Securitization Regulation or the UK Securitization Regulation.  Consequently, the Offered Certificates may not be a suitable investment for investors that are subject to any requirement of the EU Securitization Regulation or the UK Securitization Regulation.  See “Risk Factors—Other Risks Relating to the Certificates—EU Securitization Regulation and UK Securitization Regulation” in the Preliminary Prospectus.
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 respective due date for the monthly debt service payment that is due in October 2021 (or, in the case of any mortgage loan that has its first due date after October 2021, the date that would have been its due date in October 2021 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
Expected Pricing Date:Week of September 20, 2021
Expected Closing Date:October 7, 2021
Determination Dates:The 11th day of each month or, if the 11th day is not a business day, then the business day immediately following such 11th day.
Distribution Dates:The 4th business day following each determination date. The first distribution date will be in November 2021.
Rated Final Distribution Date:The distribution date in September 2064
Interest Accrual Period:Preceding calendar month
Payment Structure:Sequential pay
Tax Treatment:REMIC, except that the Exchangeable Certificates will evidence interests in a grantor trust
Optional Termination:1.00% clean-up call
Minimum Denominations:$10,000 for each class of Offered Certificates (other than Class X-A and Class X-B certificates); $1,000,000 for the Class X-A and Class X-B certificates
Settlement Terms:DTC, Euroclear and Clearstream

 

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

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BANK 2021-BNK36Structural Overview

 

Legal/Regulatory Status:Each class of Offered Certificates is expected to be eligible for exemptive relief under ERISA. No class of Offered Certificates is SMMEA eligible.
Analytics:The certificate administrator is expected to make available all distribution date statements, CREFC® reports and supplemental notices received by it to certain modeling financial services as described in the Preliminary Prospectus.
Bloomberg Ticker:BANK 2021-BN36<MTGE><GO>
Risk Factors:THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE “RISK FACTORS” SECTION OF THE PRELIMINARY PROSPECTUS.

 

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

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BANK 2021-BNK36Structural Overview

 

Structural Overview 

 

Allocation Between the RR Interest and the Non-Retained Certificates: The aggregate amount available for distributions to the holders of the Certificates (including the RR Interest) on each distribution date (net of specified expenses of the issuing entity, including fees payable to, and costs and expenses reimbursable to, each applicable master servicer, primary servicer and special servicer, the certificate administrator, the trustee, the operating advisor, the asset representations reviewer and CREFC®) will be allocated between amounts available for distribution to the holders of the RR Interest, on the one hand, and to all other Certificates (other than the Class V and Class R Certificates), referred to herein as the “Non-Retained Certificates”, on the other hand.  The portion of such amount allocable to (a) the RR Interest will at all times be the product of such amount multiplied by 5% and (b) the Non-Retained Certificates will at all times be the product of such amount multiplied by the difference between 100% and the percentage set forth in clause (a) (each, the respective “Percentage Allocation Entitlement”).
   
Accrual: Each class of Offered Certificates will accrue interest on a 30/360 basis.
   
Amount and Order of Distributions: 

On each distribution date, the Non-Retained Certificates’ Percentage Allocation Entitlement of funds available for distribution from the mortgage loans, net of (i) any yield maintenance charges and prepayment premiums and (ii) any excess interest, will be distributed in the following amounts and order of priority:

 

First, to the Class A-1, Class A-2, Class A-3, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-H certificates and the Class A-4, Class A-4-X1, Class A-4-X2, Class A-5, Class A-5-X1 and Class A-5-X2 trust components, in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those classes of certificates and trust components;

 

Second, to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 and Class A-5 trust components as follows, to the extent of applicable available funds allocated to principal: either (i)(a) first, to principal on the Class A-SB certificates, until the certificate balance of the Class A-SB certificates is reduced to the planned principal balance for the related distribution date set forth in Annex E to the Preliminary Prospectus, and (b) second, to principal on the Class A-1 certificates, the Class A-2 certificates, the Class A-3 certificates, the Class A-4 trust component, the Class A-5 trust component and the Class A-SB certificates, in that order, in each case until the certificate or principal balance of such class of certificates or trust component has been reduced to zero, or (ii) if the certificate or principal balance of each class of principal balance certificates and trust components other than the Class A-1, Class A-2, Class A-3 and Class A-SB certificates, the Class A-4 and Class A-5 trust components and the RR Interest has been reduced to zero as a result of the allocation of losses on the mortgage loans to those certificates, to principal on the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 and Class A-5 trust components, pro rata, without regard to the distribution priorities described above or the planned principal balance of the Class A-SB certificates;

 

Third, to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 and Class A-5 trust components, first, up to an amount equal to, and pro rata based on, any previously unreimbursed losses on the mortgage loans allocable to principal that were previously borne by each such class or trust component and then in the amount of interest thereon;

 

Fourth, to the Class A-S, Class A-S-X1 and Class A-S-X2 trust components, as follows: (a) to each such trust component in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those trust components; (b) to the extent of applicable available funds allocable to principal remaining after distributions in respect of principal to each class of certificates or trust component with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class A-S trust component until its principal balance has been reduced to zero; and (c) to reimburse the Class A-S trust component, first, in the amount of any previously unreimbursed losses on the mortgage loans that were previously allocated thereto, then in the amount of interest thereon;

 

Fifth, to the Class B, Class B-X1 and Class B-X2 trust components, as follows: (a) to each such trust component in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those trust components; (b) to the extent of applicable available funds allocable to principal remaining after distributions in respect of principal to each class of certificates or trust component with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class B trust component until its principal balance has been reduced to zero; and (c) to reimburse the Class B trust component, first, in the amount of any previously unreimbursed losses on the mortgage loans that were previously allocated thereto, then in the amount of interest thereon;

 

Sixth, to the Class C, Class C-X1 and Class C-X2 trust components, as follows: (a) to each such trust component in respect of interest, up to an amount equal to, and pro rata in accordance with, the interest entitlements for those trust components; (b) to the extent of applicable available funds allocable to principal remaining after distributions in respect of principal to each class of certificates or trust component with a higher priority (as set forth in prior enumerated clauses set forth above), to principal on the Class C trust component until its principal balance has been reduced to zero; and (c) to reimburse the Class C trust component, first, in the amount of any previously unreimbursed losses on the mortgage loans that were previously allocated thereto, then in the amount of interest thereon;

 

Seventh, to the Class D, Class E, Class F, Class G and Class H certificates in the amounts and order of priority described in “Description of the Certificates—Distributions” in the Preliminary Prospectus; and

 

Eighth, to the Class R certificates, any remaining amounts.

 

Principal and interest payable on each trust component will be distributed pro rata to the corresponding classes of Exchangeable Certificates representing interests therein in accordance with their Class Percentage Interests therein as described below under “Exchangeable Certificates.”

 

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

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Interest and Principal Entitlements: 

The interest entitlement of each class of Offered Certificates on each distribution date generally will be the interest accrued during the related interest accrual period on the related certificate balance or notional amount at the related pass-through rate, net of any prepayment interest shortfalls allocated to that class for such distribution date as described below. If prepayment interest shortfalls arise from voluntary prepayments on serviced mortgage loans during any collection period, the applicable master servicer is required to make a limited compensating interest payment to offset those shortfalls. See “Description of the Certificates—Prepayment Interest Shortfalls” in the Preliminary Prospectus. The remaining amount of prepayment interest shortfalls will be allocated between the RR Interest, on one hand, and the Non-Retained Certificates, on the other hand, in accordance with their respective Percentage Allocation Entitlements. The prepayment interest shortfalls allocated to the Non-Retained Certificates will be allocated among such classes of certificates (other than the Exchangeable Certificates) and trust components that are entitled to interest, on a pro rata basis, based on their respective amounts of accrued interest for the related distribution date, to reduce the interest entitlement on each such class of certificates and trust components. For any distribution date, prepayment interest shortfalls allocated to a trust component will be allocated among the related classes of Exchangeable Certificates, pro rata, in accordance with their respective class percentage interests for that distribution date. If a class of certificates or trust component receives less than the entirety of its interest entitlement on any distribution date, then the shortfall (excluding any shortfall due to prepayment interest shortfalls), together with interest thereon, will be added to its interest entitlement for the next succeeding distribution date.

 

The aggregate principal distribution amount for each distribution date generally will be the aggregate amount of principal received or advanced in respect of the mortgage loans, net of any non-recoverable advances and interest thereon and any workout-delayed reimbursement amounts that are reimbursed to the applicable master servicer or the trustee during the related collection period. Non-recoverable advances and interest thereon are reimbursable from principal collections before reimbursement from other amounts. Workout-delayed reimbursement amounts will be reimbursable from principal collections. The Non-Retained Certificates and the RR Interest will be entitled to their respective Percentage Allocation Entitlements of the aggregate principal distribution amount.

   
Exchangeable Certificates: Certificates of each class of Exchangeable Certificates may be exchanged for certificates of the corresponding classes of Exchangeable Certificates set forth next to such class in the table below, and vice versa. Following any exchange of certificates of one or more classes of Exchangeable Certificates (the applicable “Surrendered Classes”) for certificates of one or more classes of other Exchangeable Certificates (the applicable “Received Classes”), the Class Percentage Interests (as defined below) of the outstanding principal balances or notional amounts of the Corresponding Trust Components that are represented by the Surrendered Classes (and consequently their related certificate balances or notional amounts) will be decreased, and those of the Received Classes (and consequently their related certificate balances or notional amounts) will be increased.  The dollar denomination of the certificates of each of the Received Classes must be equal to the dollar denomination of the certificates of each of the Surrendered Classes.  No fee will be required with respect to any exchange of Exchangeable Certificates.

 

 Surrendered Classes (or Received Classes) of CertificatesReceived Classes (or Surrendered Classes) of Certificates
 Class A-4Class A-4-1, Class A-4-X1
 Class A-4Class A-4-2, Class A-4-X2
 Class A-5Class A-5-1, Class A-5-X1
 Class A-5Class A-5-2, Class A-5-X2
 Class A-SClass A-S-1, Class A-S-X1
 Class A-SClass A-S-2, Class A-S-X2
 Class BClass B-1, Class B-X1
 Class BClass B-2, Class B-X2
 Class CClass C-1, Class C-X1
 Class CClass C-2, Class C-X2

 

  On the closing date, the issuing entity will issue the following “trust components,” each with the initial principal balance (or, if such trust component has an “X” suffix, notional amount) and pass-through rate set forth next to it in the table below. Each trust component with an “X” suffix will not be entitled to distributions of principal.

 

 Trust ComponentInitial Principal Balance
or Notional Amount
Pass-Through Rate
 Class A-4See footnote (9) to the first table above under “Structural Overview”Class A-4 certificate pass-through rate minus 1.00%
 Class A-4-X1Equal to Class A-4 trust component principal balance0.50%
 Class A-4-X2Equal to Class A-4 trust component principal balance0.50%
 Class A-5See footnote (9) to the first table above under “Structural Overview”Class A-5 certificate pass-through rate minus 1.00%
 Class A-5-X1Equal to Class A-5 trust component principal balance0.50%
 Class A-5-X2Equal to Class A-5 trust component principal balance0.50%

 

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

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 Class A-S$107,588,000Class A-S certificate pass-through rate minus 1.00%
 Class A-S-X1Equal to Class A-S trust component principal balance0.50%
 Class A-S-X2Equal to Class A-S trust component principal balance0.50%
 Class B$53,036,000Class B certificate pass-through rate minus 1.00%
 Class B-X1Equal to Class B trust component principal balance0.50%
 Class B-X2Equal to Class B trust component principal balance0.50%
 Class C$51,520,000Class C certificate pass-through rate minus 1.00%
 Class C-X1Equal to Class C trust component principal balance0.50%
 Class C-X2Equal to Class C trust component principal balance0.50%

 

  Each class of Exchangeable Certificates represents an undivided beneficial ownership interest in the trust components set forth next to it in the table below (the “Corresponding Trust Components”). Each class of Exchangeable Certificates has a pass-through rate equal to the sum of the pass-through rates of the Corresponding Trust Components and represents a percentage interest (the related “Class Percentage Interest”) in each Corresponding Trust Component, including principal and interest payable thereon (and reimbursement of losses allocable thereto), equal to (x) the certificate balance (or, if such class has an “X” suffix, notional amount) of such class of certificates, divided by (y) the principal balance of the Class A-4 trust component (if such class of Exchangeable Certificates has an “A-4” designation), the Class A-5 trust component (if such class of Exchangeable Certificates has an “A-5” designation), the Class A-S trust component (if such class of Exchangeable Certificates has an “A-S” designation), the Class B trust component (if such class of Exchangeable Certificates has a “B” designation), or the Class C trust component (if such class of Exchangeable Certificates has a “C” designation).

 

 Group of Exchangeable CertificatesClass of Exchangeable CertificatesCorresponding Trust Components
  Class A-4Class A-4, Class A-4-X1, Class A-4-X2
  Class A-4-1Class A-4, Class A-4-X2
 “Class A-4 Exchangeable Certificates”Class A-4-2Class A-4
  Class A-4-X1Class A-4-X1
  Class A-4-X2Class A-4-X1, Class A-4-X2
  Class A-5Class A-5, Class A-5-X1, Class A-5-X2
  Class A-5-1Class A-5, Class A-5-X2
 “Class A-5 Exchangeable Certificates”Class A-5-2Class A-5
  Class A-5-X1Class A-5-X1
  Class A-5-X2Class A-5-X1, Class A-5-X2
  Class A-SClass A-S, Class A-S-X1, Class A-S-X2
  Class A-S-1Class A-S, Class A-S-X2
 “Class A-S Exchangeable Certificates”Class A-S-2Class A-S
  Class A-S-X1Class A-S-X1
  Class A-S-X2Class A-S-X1, Class A-S-X2
  Class BClass B, Class B-X1, Class B-X2
  Class B-1Class B, Class B-X2
 “Class B Exchangeable Certificates”Class B-2Class B
  Class B-X1Class B-X1
  Class B-X2Class B-X1, Class B-X2
  Class CClass C, Class C-X1, Class C-X2
  Class C-1Class C, Class C-X2
 “Class C Exchangeable Certificates”Class C-2Class C
  Class C-X1Class C-X1
  Class C-X2Class C-X1, Class C-X2

 

 The maximum certificate balance or notional amount of each class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates or Class C Exchangeable Certificates that could be issued in an exchange is equal to the principal balance of the Class A-4, Class A-5, Class A-S, Class B or Class C trust component, respectively. The maximum certificate balances of Class A-4, Class A-5, Class A-S, Class B and Class C certificates (subject to the constraint on the aggregate initial principal balance of the Class A-4 and Class A-5 trust components discussed in footnote (9) to the first table above under “Structural Overview”) will be issued on the closing date, and the certificate balance or notional amount of each other class of Exchangeable Certificates will be equal to zero on the closing date.

 

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

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BANK 2021-BNK36Structural Overview

 

 Each class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates and Class C Exchangeable Certificates will have a certificate balance or notional amount equal to its Class Percentage Interest multiplied by the principal balance of the Class A-4, Class A-5, Class A-S, Class B or Class C trust component, respectively. Each class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates and Class C Exchangeable Certificates with a certificate balance will have the same approximate initial credit support percentage, Expected Weighted Average Life, Expected Principal Window, Certificate Principal UW NOI Debt Yield and Certificate Principal to Value Ratio as the Class A-4, Class A-5, Class A-S, Class B or Class C certificates, respectively, shown above.

 

Special Servicer Compensation: 

The principal compensation to be paid to a special servicer in respect of its special servicing activities will be the special servicing fee, the workout fee and the liquidation fee.

 

The special servicing fee for each distribution date is calculated based on the outstanding principal balance of each serviced mortgage loan that is a specially serviced mortgage loan (and any related serviced companion loan) or as to which the related mortgaged property has become an REO property at the special servicing fee rate, which will be a rate equal to (a) with respect to Rialto Capital Advisors, LLC, the greater of 0.25000% per annum and the per annum rate that would result in a special servicing fee for the related month of $5,000, and (b) with respect to National Cooperative Bank, N.A., the greater of 0.25000% per annum and the per annum rate that would result in a special servicing fee of $1,000 for the related month. The special servicing fee will be payable monthly, first, from liquidation proceeds, insurance and condemnation proceeds, and other collections in respect of the related specially serviced mortgage loan or REO property and, then, from general collections on all the mortgage loans and any REO properties.

 

Each applicable special servicer will also be entitled to (i) liquidation fees generally equal to 1.0% (or, if such rate would result in an aggregate liquidation fee less than $25,000, then the liquidation fee rate will be equal to the lesser of (i) 3.0% and (ii) such lower rate as would result in an aggregate liquidation fee equal to $25,000) of liquidation proceeds and certain other collections in respect of a specially serviced mortgage loan (and any related serviced companion loan) or related REO property and of amounts received in respect of mortgage loan repurchases by the related mortgage loan sellers and (ii) workout fees generally equal to 1.0% of interest (other than post-ARD excess interest on mortgage loans with anticipated repayment dates and other than default interest) and principal payments made in respect of a rehabilitated mortgage loan (and any related serviced companion loan), subject to a floor of $25,000 with respect to any mortgage loan, whole loan or related REO property, and in the case of each of clause (i) and (ii), subject to certain adjustments and exceptions as described in the Preliminary Prospectus under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses—Special Servicing Compensation”.

 

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

 

Prepayment Premiums/Yield Maintenance Charges: If any yield maintenance charge or prepayment premium is collected during any collection period with respect to any mortgage loan, then on the immediately succeeding distribution date, the certificate administrator will pay:

 

 (1) to the Non-Retained Certificates, in the following amounts:

 

(a) to the holders of each class of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-4-1, Class A-4-2, Class A-5, Class A-5-1, Class A-5-2, Class A-S, Class A-S-1, Class A-S-2, Class B, Class B-1, Class B-2, Class C, Class C-1, Class C-2, Class D and Class E certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) the related Base Interest Fraction for such class and the applicable principal prepayment, and (z) a fraction, the numerator of which is equal to the amount of principal distributed to such class for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date,

 

(b) to the holders of the Class A-4-X1 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-1 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class A-4 certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class A-4-1 certificates and the applicable principal prepayment,

 

(c) to the holders of the Class A-4-X2 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-4-2 certificates for that distribution date, and the denominator of which is the total amount of principal

 

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

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distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class A-4 certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class A-4-2 certificates and the applicable principal prepayment,

 

(d) to the holders of the Class A-5-X1 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-5-1 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class A-5 certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class A-5-1 certificates and the applicable principal prepayment,

 

(e) to the holders of the Class A-5-X2 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-5-2 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class A-5 certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class A-5-2 certificates and the applicable principal prepayment,

 

(f) to the holders of the Class A-S-X1 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-1 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class A-S certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class A-S-1 certificates and the applicable principal prepayment,

 

(g) to the holders of the Class A-S-X2 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S-2 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class A-S certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class A-S-2 certificates and the applicable principal prepayment,

 

(h) to the holders of the Class B-X1 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class B-1 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class B certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class B-1 certificates and the applicable principal prepayment,

 

(i) to the holders of the Class B-X2 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class B-2 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class B certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class B-2 certificates and the applicable principal prepayment,

 

(j) to the holders of the Class C-X1 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class C-1

 

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

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certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class C certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class C-1 certificates and the applicable principal prepayment,

 

(k) to the holders of the Class C-X2 certificates, the product of (x) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium, (y) a fraction, the numerator of which is equal to the amount of principal distributed to the Class C-2 certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and (z) the difference between (1) the Base Interest Fraction for the Class C certificates and the applicable principal prepayment and (2) the Base Interest Fraction for the Class C-2 certificates and the applicable principal prepayment,

 

(l) to the holders of the Class X-A certificates, the excess, if any, of (x) the product of (1) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium and (2) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 Exchangeable Certificates and the Class A-5 Exchangeable Certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, over (y) the total amount of such yield maintenance charge or prepayment premium distributed to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 Exchangeable Certificates and the Class A-5 Exchangeable Certificates as described above,

 

(m) to the holders of the Class X-B certificates, the excess, if any, of (x) the product of (1) the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium and (2) a fraction, the numerator of which is equal to the total amount of principal distributed to the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, and the denominator of which is the total amount of principal distributed to the Class A-1, Class A-2, Class A-3, Class A-SB, Class D and Class E certificates and the Class A-4 Exchangeable Certificates, the Class A-5 Exchangeable Certificates, the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and the Class C Exchangeable Certificates for that distribution date, over (y) the total amount of such yield maintenance charge or prepayment premium distributed to the Class A-S Exchangeable Certificates, the Class B Exchangeable Certificates and Class C Exchangeable Certificates as described above,

 

and (n) to the holders of the Class X-D certificates, any remaining portion of the Non-Retained Certificates’ Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium not distributed as described above in this clause (1),

 

 and (2) to the RR Interest, its Percentage Allocation Entitlement of such yield maintenance charge or prepayment premium. All yield maintenance charges and prepayment premiums referred to above will be net of any liquidation fees payable therefrom.

 

 No yield maintenance charges or prepayment premiums will be distributed to the holders of the Class X-F, Class X-G, Class X-H, Class F, Class G, Class H, Class V or Class R Certificates.

 

 “Base Interest Fraction” means, with respect to any principal prepayment of any mortgage loan that provides for the payment of a yield maintenance charge or prepayment premium, and with respect to any class of principal balance certificates (other than the RR Interest), a fraction (A) the numerator of which is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that class, and (ii) the applicable discount rate and (B) the denominator of which is the difference between (i) the mortgage interest rate on the related mortgage loan and (ii) the applicable discount rate; provided, that: under no circumstances will the Base Interest Fraction be greater than one; if the discount rate referred to above is greater than or equal to both the mortgage interest rate on the related mortgage loan and 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 will be equal to 1.0.

 

 Consistent with the foregoing, the Base Interest Fraction is equal to:

 

  (Pass-Through Rate – Discount Rate) 
  (Mortgage Rate – Discount Rate) 

 

Realized Losses: 

On each distribution date, immediately following the distributions to be made to the certificateholders on that date, the certificate administrator is required to calculate the amount, if any, by which (i) the aggregate stated principal balance of the mortgage loans, including any successor REO loans, expected to be outstanding immediately following that distribution date is less than (ii) the then aggregate certificate balance of the principal

 

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

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balance certificates after giving effect to distributions of principal on that distribution date. The Non-Retained Certificates’ Percentage Allocation Entitlement of such amount will be applied to the Class H, Class G, Class F, Class E and Class D certificates and the Class C, Class B and Class A-S trust components, in that order, in each case until the related certificate or principal balance has been reduced to zero, and then to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 and Class A-5 trust components, pro rata based upon their respective certificate or principal balances, until their respective certificate or principal balances have been reduced to zero. The RR Interest’s Percentage Allocation Entitlement of such amount will be applied to the RR Interest until the related RR Interest balance has been reduced to zero.

   
  

Any portion of such amount applied to the Class A-4, Class A-5, Class A-S, Class B or Class C trust component will reduce the certificate balance or notional amount of each class of certificates in the related group of Exchangeable Certificates by an amount equal to the product of (x) its certificate balance or notional amount, divided by the principal balance of such trust component prior to the applicable reduction, and (y) the amount applied to such trust component.

   
Serviced Whole Loans: 

Each of the following mortgaged properties or portfolio of mortgaged properties secures a mortgage loan and, in some cases, one or more pari passu promissory notes and, in some cases, one or more generally subordinate promissory notes (each, a “serviced companion loan”) that will be serviced pursuant to the related intercreditor agreement and the pooling and servicing agreement for this transaction: One North Wacker, Arizona Mills and Suarez Puerto Rico Industrial Portfolio. With respect to each such mortgaged property or portfolio of mortgaged properties, the related mortgage loan, together with the related serviced companion loan(s), is referred to herein (for so long as it is serviced under the pooling and servicing agreement for this transaction) as a “serviced whole loan.” Each serviced companion loan is not part of the mortgage pool and may be contributed to one or more future securitization transactions (if not already securitized) or may be otherwise transferred at any time, subject to compliance with the related intercreditor agreement. See the tables below entitled “Mortgage Loans with Pari Passu Companion Loans” and “Mortgage Loans with Subordinate Debt” as well as “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus, for additional information regarding each such whole loan.

 

With respect to the Raymour & Flannigan Campus whole loan (a “servicing shift whole loan”), the pooling and servicing agreement for this transaction will govern servicing of such whole loan until the securitization of the related Note A-1; however, servicing of such whole loan will generally be directed by the holder of the related control note (which is not included in this securitization), and such holder will have the right to replace the special servicer with respect to the related whole loan with or without cause. With respect to the servicing shift whole loan, after the securitization of the related Note A-1, such servicing shift whole loan will cease to be a serviced whole loan and will be serviced pursuant to the pooling and servicing agreement for another securitization transaction (see “—Non-Serviced Whole Loans” below).

   
Non-Serviced Whole Loans: Each of the following mortgaged properties or portfolio of mortgaged properties secures a mortgage loan (each, a “non-serviced mortgage loan”), one or more pari passu promissory notes and, in some cases, one or more generally subordinate promissory notes (each such promissory note, a “non-serviced companion loan”) that will be serviced pursuant to the related intercreditor agreement and the pooling and servicing agreement or trust and servicing agreement (referred to herein as a related “pooling and servicing agreement”) for another securitization transaction:  Newport Pavilion, Metro Crossing, McDonald's Global HQ and Velocity Industrial Portfolio. With respect to each such mortgaged property or portfolio of mortgaged properties, the related mortgage loan, together with the related non-serviced companion loan(s), is referred to herein (for so long as it is serviced under the pooling and servicing agreement for another securitization transaction) as a “non-serviced whole loan.”  Each non-serviced companion loan is not part of the mortgage pool and may be contributed to one or more future securitization transactions (if not already securitized) or may be otherwise transferred at any time, subject to compliance with the related intercreditor agreement.  Servicing of each non-serviced whole loan will generally be directed by the holder of the related control note (or, if such control note is included in a securitization, the directing certificateholder thereunder (or other party designated thereunder to exercise the rights of such control note)), and such holder will have the right to replace the special servicer with respect to the related whole loan with or without cause. See the tables below entitled “Mortgage Loans with Pari Passu Companion Loans” and “Mortgage Loans with Subordinate Debt,” as well as “Description of the Mortgage PoolThe Whole Loans” in the Preliminary Prospectus, for additional information regarding each such whole loan.
   
Directing Certificateholder/ Controlling Class: 

The “Directing Certificateholder” will be (i) with respect to a servicing shift mortgage loan, the related Loan-Specific Directing Certificateholder, and (ii) with respect to each other mortgage loan, the Controlling Class Certificateholder (or its representative) selected by more than 50% (by certificate balance) of the Controlling Class Certificateholders; provided, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders (by certificate balance) that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate certificate balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, that (a) in the case of clause (3), if no one holder owns the largest aggregate certificate balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the pooling and servicing agreement, and (b) the certificate administrator and the other parties to the pooling and servicing agreement will be entitled to assume that the identity of the Directing Certificateholder has not changed until such parties receive written notice of a replacement of the Directing Certificateholder from a party holding the requisite interest in the Controlling Class (as confirmed by the certificate registrar), or the resignation of the then current Directing Certificateholder.

 

As used herein, the term “Directing Certificateholder,” unless used in relation to a Servicing Shift Mortgage Loan, means the entity determined pursuant to clause (ii) of the definition of such term.

 

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

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The “Loan-Specific Directing Certificateholder” with respect to a servicing shift mortgage loan is the “controlling holder”, the “directing certificateholder”, the “directing holder”, “directing lender” or any analogous concept under the related intercreditor agreement. Prior to the securitization of the related control note, the Loan-Specific Directing Certificateholder with respect to a servicing shift mortgage loan will be the holder of the related control note. On and after the securitization of the related control note, there will be no Loan-Specific Directing Certificateholder under the PSA with respect to such servicing shift mortgage loan.

 

The “Controlling Class” will be, as of any time of determination, the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate certificate balance (as notionally reduced by any Cumulative Appraisal Reduction Amounts (as defined below) allocable to such class) at least equal to 25% of the initial certificate balance of that class; provided, that if at any time the certificate balances of the certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate class of Control Eligible Certificates that has a certificate balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the closing date will be the Class H certificates.

 

The “Control Eligible Certificates” will be any of the Class G and Class H certificates.

   
Control Rights: 

Prior to a Control Termination Event, the Directing Certificateholder will have certain consent and consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Control Termination Event” will occur when (i) the Class G certificates have a certificate balance (taking into account the application of the allocable portion of any Cumulative Appraisal Reduction Amounts to notionally reduce the certificate balance thereof) of less than 25% of the initial certificate balance of that class or (ii) a holder of the Class G certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder; provided that no Control Termination Event may occur with respect to the Loan-Specific Directing Certificateholder, and the term “Control Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder; provided, further, that a Control Termination Event will be deemed not continuing in the event that the certificate balances of the principal balance certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the mortgage loans.

 

After the occurrence of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder will not have any consent rights, but the Directing Certificateholder will have certain non-binding consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Consultation Termination Event” will occur when (i) no class of Control Eligible Certificates has a certificate balance (without regard to the application of the allocable portion of any Cumulative Appraisal Reduction Amounts) at least equal to 25% of the initial certificate balance of that class; or (ii) a holder of the Class G certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder; provided that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class G certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, further, that no Consultation Termination Event may occur with respect to the Loan-Specific Directing Certificateholder, and the term “Consultation Termination Event” will not be applicable to the Loan-Specific Directing Certificateholder; provided, further, that a Consultation Termination Event will be deemed not continuing in the event that the certificate balances of the principal balance certificates other than the Control Eligible Certificates and the RR Interest have been reduced to zero as a result of principal payments on the mortgage loans.

 

In the event of any transfer of the Class G certificates by a Controlling Class Certificateholder that had irrevocably waived its rights, the successor Controlling Class Certificateholder that purchased such Class G certificates, even if it does not waive its rights, will not have any consent rights with respect to any Mortgage Loan that became a Specially Serviced Loan prior to such successor Controlling Class Certificateholder’s purchase of such Class G certificates and had not become a Corrected Loan prior to such purchase until such Mortgage Loan becomes a Corrected Loan.

 

After the occurrence of a Consultation Termination Event, the Directing Certificateholder will not have any consent or consultation rights, except with respect to any rights expressly set forth in the pooling and servicing agreement, and the operating advisor will retain certain non-binding consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters.

 

Notwithstanding the proviso to the definitions of “Control Termination Event” and “Consultation Termination Event”, a Control Termination Event and a Consultation Termination Event will each be deemed to have occurred with respect to any Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, and neither the Directing Certificateholder nor any Controlling Class Certificateholder will have any consent or consultation rights with respect to the servicing of such Excluded Loan.

 

An “Excluded Loan” means (a) with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class, a mortgage loan or whole loan with respect to which, as of any date of determination, the Directing Certificateholder or the holder of the majority of the Controlling Class is a Borrower Party or (b) with respect to the Risk Retention Consultation Party or the holder of the majority of the RR Interest, a mortgage loan or whole loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or the holder of the majority of the RR Interest is a Borrower Party. It is expected that there will be no Excluded Loans with respect to this securitization on the closing date.

 

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

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“Borrower Party” means a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, or any Borrower Party Affiliate. With respect to a mortgage loan secured by a residential cooperative property, a person will not be considered a “Borrower Party” solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related borrower or owning one or more residential cooperative units comprising the related mortgaged property as a result of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s).

 

“Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a mortgaged property or the holder of a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure the related mezzanine loan, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or mezzanine lender, as applicable, or (b) any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or mezzanine lender, as applicable. For the purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

Notwithstanding any of the foregoing to the contrary, if any mortgage loan is part of a whole loan, the Directing Certificateholder’s consent and/or consultation rights with respect thereto may be limited as described in the Preliminary Prospectus. In particular, with respect to each non-serviced whole loan and each servicing shift whole loan, the Directing Certificateholder (other than a Loan-Specific Directing Certificateholder) will only have certain consultation rights with respect to certain major decisions and other matters related to such whole loan, in each case only prior to a Control Termination Event or Consultation Termination Event, as applicable, and the Loan-Specific Directing Certificateholder will be entitled to similar consent and/or consultation rights with respect to such whole loan. In addition, with respect to any serviced A/B whole loan, for so long as the holder of the related subordinate companion loan is the controlling note holder, the holder of such subordinate companion loan (rather than the Directing Certificateholder) will be entitled to exercise such consent and consultation rights with respect to such whole loan.

   
Appraisal Reduction Amounts and Collateral Deficiency Amounts: 

An “Appraisal Reduction Amount” generally will be created in the amount, if any, by which the principal balance of a required appraisal loan (which is a mortgage loan with respect to which certain defaults, modifications or insolvency events have occurred as further described in the Preliminary Prospectus) plus other amounts overdue or advanced in connection with such mortgage loan exceeds 90% of the appraised value of the related mortgaged property plus certain escrows and reserves (including letters of credit) held with respect to the mortgage loan.

 

A mortgage loan will cease to be subject to an Appraisal Reduction Amount when it has been brought current for at least three consecutive months, no additional event of default is foreseeable in the reasonable judgment of the applicable special servicer and no other circumstances exist that would cause such mortgage loan or any related companion loan to be a specially serviced loan; however, a “Collateral Deficiency Amount” may exist with respect to any mortgage loan that is modified into an AB loan structure (an “AB Modified Loan”) and remains a corrected mortgage loan and, if so, will generally equal the excess of (i) the stated principal balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a whole loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent appraised value for the related mortgaged property or mortgaged properties, plus (y) solely to the extent not reflected or taken into account in such appraised value (or in the calculation of any related Appraisal Reduction Amount) and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan became (and as part of the modification related thereto) such AB Modified Loan for the benefit of the related mortgaged property or mortgaged properties (provided that in the case of an non-serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the applicable special servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y) and solely to the extent not reflected or taken into account in the calculation of any related Appraisal Reduction Amount) held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess, for the avoidance of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts.

 

As used herein, a “Cumulative Appraisal Reduction Amount” will be the sum of any Appraisal Reduction Amounts and any Collateral Deficiency Amounts.

 

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

 

If any mortgage loan is part of a whole loan, any Appraisal Reduction Amount or Collateral Deficiency Amount will (or effectively will) be calculated in respect of such whole loan taken as a whole and allocated, to the extent provided in the related intercreditor agreement and the related pooling and servicing agreement, first, to any related subordinate companion loan, and second, to the related mortgage loan and any pari passu companion loan on a pro rata basis by unpaid principal balance.

 

Appraisal Reduction Amounts will proportionately reduce the interest portion of debt service advances required to be made in respect of the related mortgage loan. Appraisal Reduction Amounts and Collateral Deficiency Amounts (in each case, to the extent of the Non-Retained Certificates’ Percentage Allocation Entitlement

 

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

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thereof) will be (i) taken into account in determining the identity of the controlling class entitled to appoint the Directing Certificateholder, the existence of a Control Termination Event and the allocation and/or exercise of voting rights for certain purposes (see “Directing Certificateholder/Controlling Class” above) and (ii) allocated to the following classes of certificates and trust components, in each case to notionally reduce their certificate balances or principal balances until the certificate balance or principal balance of each such class or trust component is notionally reduced to zero: the Class H, Class G, Class F, Class E and Class D certificates and the Class C, Class B and Class A-S trust components, in that order, and then pro rata to the Class A-1, Class A-2, Class A-3 and Class A-SB certificates and the Class A-4 and Class A-5 trust components. Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Class A-4, Class A-5, Class A-S, Class B or Class C trust component will be allocated to the corresponding classes of Exchangeable Certificates with certificate balances pro rata to notionally reduce their certificate balances in accordance with their Class Percentage Interests therein.

 

Neither (i) a Payment Accommodation with respect to any mortgage loan or serviced whole loan nor (ii) any default or delinquency that would have existed but for such Payment Accommodation will constitute an appraisal reduction event, for so long as the related borrower is complying with the terms of such Payment Accommodation.

 

A “Payment Accommodation” for any mortgage loan or serviced whole loan means the entering into of any temporary forbearance agreement as a result of the COVID-19 emergency (and qualification as a COVID-19 emergency forbearance will be determined by the special servicer in its sole and absolute discretion in accordance with the Servicing Standard) relating to payment obligations or operating covenants under the related mortgage loan documents or the use of funds on deposit in any reserve account or escrow account for any purpose other than the explicit purpose described in the related mortgage loan documents, that in each case (i) is entered into by September 30, 2021, (ii) defers no greater than 3 monthly debt service payments (but no greater than 9 monthly debt service payments in the aggregate with any other Payment Accommodations) and (iii) requires full repayment of deferred payments, reserves and escrows by the date that is 12 months following the date of the first Payment Accommodation for such mortgage loan or serviced whole loan.

   
Appraised-Out Class: An “Appraised-Out Class” is any class of Control Eligible Certificates, the certificate balance of which (taking into account the application of the Non-Retained Certificates’ Percentage Allocation Entitlement of any Appraisal Reduction Amounts or Collateral Deficiency Amounts to notionally reduce the certificate balance of such class) has been reduced to less than 25% of its initial certificate balance.  Any Appraised-Out Class may not exercise any direction, control, consent and/or similar rights of the Controlling Class until such time, if any, as such class is reinstated as the Controlling Class, and the rights of the Controlling Class will be exercised by the next most senior class of Control Eligible Certificates that is not an Appraised-Out Class, if any, during such period.
   
Appraisal Remedy: 

The holders of the majority (by certificate balance) of an Appraised-Out Class (such holders, the “Requesting Holders”) will have the right, at their sole expense, to require the applicable special servicer to order (or, with respect to a non-serviced mortgage loan, require the applicable special servicer to request from the applicable non-serviced special servicer) a second appraisal of any mortgage loan (or serviced whole loan) for which an appraisal reduction event has occurred or as to which there exists a Collateral Deficiency Amount. With respect to any serviced mortgage loan, the applicable special servicer will be required to use its reasonable efforts to ensure that such appraisal is delivered within 30 days from receipt of the Requesting Holders’ written request and will be required to cause such appraisal to be prepared on an “as-is” basis by an MAI appraiser. With respect to any non-serviced mortgage loan, the applicable special servicer will be required to use commercially reasonable efforts to obtain such second appraisal from the applicable non-serviced special servicer.

 

In addition, the Requesting Holders of any Appraised-Out Class will have the right to challenge the Appraisal Reduction Amount and to require the applicable special servicer to order an additional appraisal of any serviced mortgage loan as to which there exists a Collateral Deficiency Amount if an event has occurred at, or with respect to, the related mortgaged property or mortgaged properties that would have a material effect on its or their appraised value, and such special servicer is required to use reasonable efforts to obtain an appraisal from an MAI appraiser reasonably acceptable to such special servicer within 30 days from receipt of the Requesting Holders’ written request.

 

Upon receipt of such supplemental appraisal, the applicable special servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such supplemental appraisal, any recalculation of the applicable Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, such person will be required to recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such supplemental appraisal as described above. If required by any such recalculation, the applicable Appraised-Out Class will be reinstated as the Controlling Class and each Appraised-Out Class will, if applicable, have its related certificate balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable.

   
Sale of Defaulted Loans: 

Under certain circumstances the applicable special servicer may be required to use reasonable efforts to solicit offers for a defaulted serviced mortgage loan (and any related companion loan (to the extent provided under the related intercreditor agreement) and/or related REO properties).

 

The Directing Certificateholder will not have a right of first refusal to purchase a defaulted loan.

 

If the applicable special servicer does not receive an offer at least equal to the outstanding principal balance plus all accrued and unpaid interest and outstanding costs and expenses and certain other amounts specified in the pooling and servicing agreement (the “Par Purchase Price”), the applicable special servicer may purchase the defaulted loan or REO property at the Par Purchase Price or may accept the first cash offer received from any person that is determined to be a fair price for such defaulted loan or REO property. If multiple offers are received during the period designated by the applicable special servicer for receipt of offers, such special

 

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

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servicer is generally required to select the highest offer. The applicable special servicer will be required to determine whether any cash offer constitutes a fair price for any defaulted loan or REO property if the highest offeror is a person other than a party to the pooling and servicing agreement for this transaction (the “PSA”), the Directing Certificateholder, the Risk Retention Consultation Party, any sponsor, any Borrower Party, any independent contractor engaged by a special servicer, the trustee for the securitization of a related companion loan (with respect to a whole loan if it is a defaulted loan), any related companion loan holder or its representative, any holder of a related mezzanine loan or any known affiliate of any of the preceding entities (each, an “Interested Person”). If an offer is made by an Interested Person, the trustee will be required to determine (based upon the most recent appraisal conducted in accordance with the terms of the PSA) whether the offer constitutes a fair price for the defaulted loan or REO property unless (i) the offer is equal to or greater than the applicable Par Purchase Price and (ii) the offer is the highest offer received. Absent an offer at least equal to the Par Purchase Price, no offer from an Interested Person will constitute a fair price unless (x) it is the highest offer received and (y) at least two other offers are received from independent third parties. Neither the trustee nor any of its affiliates may make an offer for or purchase any specially serviced loan or REO property.

 

Notwithstanding any of the foregoing to the contrary, the applicable special servicer is not required to accept the highest offer and may accept a lower offer for a defaulted loan or REO property if such special servicer determines, in accordance with the Servicing Standard (and subject to the requirements of any related intercreditor agreement), that a rejection of such offer would be in the best interests of the certificateholders and any related companion loan holders as a collective whole as if they constituted a single lender (and with respect to a serviced A/B whole loan, taking into account the subordinate nature of any related subordinate companion loan), so long as such lower offer was not made by such special servicer or any of its affiliates.

 

If title to any mortgaged property is acquired by the trust fund, the applicable special servicer will generally be required to sell such mortgaged property prior to the close of the third calendar year beginning after the year of acquisition.

 

The foregoing applies to mortgage loans serviced under the PSA. With respect to any non-serviced whole loan, if the special servicer under the applicable pooling and servicing agreement determines to sell the related controlling companion loan if it becomes a defaulted loan, then the applicable special servicer will be required to sell the related whole loan, including the related mortgage loan included in the BANK 2021-BNK36 securitization trust and the related pari passu companion loan(s) and, under certain circumstances, any subordinate companion loan(s), as a single loan. In connection with any such sale, the special servicer under the applicable pooling and servicing agreement will be required to follow procedures substantially similar to those set forth above.

   
Risk Retention Consultation Party: A risk retention consultation party may be appointed by the holder or holders of more than 50% of the RR Interest, by certificate balance.  The majority RR Interest holder will have a continuing right to appoint, remove or replace the risk retention consultation party in its sole discretion.  This right may be exercised at any time and from time to time. Except with respect to an Excluded Loan as to such party or the holder of the majority of the RR Interest, the risk retention consultation party will be entitled to consult with the applicable special servicer, upon request of the risk retention consultation party, with respect to certain material servicing actions proposed by such special servicer; provided, that prior to the occurrence and continuance of a Consultation Termination Event, such mortgage loan must also be a specially serviced mortgage loan.
   
Appointment and Replacement of each Special Servicer: 

The Directing Certificateholder will appoint each initial special servicer as of the closing date. Prior to the occurrence and continuance of a Control Termination Event, any special servicer may generally be replaced by the Directing Certificateholder with or without cause at any time.

 

After the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of holders of principal balance certificates evidencing not less than 25% of the voting rights of all classes of certificates (other than the RR Interest) entitled to principal (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the certificate balances of classes to which such Cumulative Appraisal Reduction Amounts are allocable) requesting a vote to replace the applicable special servicer with a replacement special servicer, (b) payment by such requesting holders to the certificate administrator of all reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote and (c) delivery by such holders of a rating agency confirmation from each applicable rating agency, the certificate administrator will be required to promptly post such notice on its internet website and by mail and conduct the solicitation of votes of all certificates in such regard, which requisite affirmative votes must be received within 180 days of the posting of such notice. Upon the written direction of holders of at least 66 2/3% of a Certificateholder Quorum, the trustee will be required to immediately replace the applicable special servicer with a qualified replacement special servicer designated by such holders of certificates.

 

After the occurrence and during the continuance of a Consultation Termination Event, if the operating advisor determines that the applicable 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, the operating advisor may also recommend the replacement of such special servicer. The operating advisor’s recommendation to replace such special servicer must be confirmed by an affirmative vote of holders of principal balance certificates evidencing at least a majority of the aggregate voting rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the respective certificate balances) of all principal balance certificates on an aggregate basis (which requisite affirmative vote must be received within 180 days of posting of the notice of the operating advisor’s recommendation to the certificate administrator’s website).

 

A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of a special servicer or the asset representations reviewer, the holders of certificates evidencing at least 50% of the aggregate voting rights (taking into account the application of realized losses and, other than

 

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

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BANK 2021-BNK36Structural Overview

 

  

with respect to the termination of the asset representations reviewer, any Cumulative Appraisal Reduction Amounts to notionally reduce the certificate balance of the certificates) of all classes of certificates entitled to principal (other than the RR Interest) on an aggregate basis.

 

With respect to each serviced whole loan, any holder of a related pari passu companion loan, following a servicer termination event with respect to the applicable special servicer that affects such holder, will be entitled to direct the trustee (and the trustee will be required) to terminate such special servicer solely with respect to such serviced whole loan. A replacement special servicer will be selected by the trustee or, prior to a Control Termination Event, by the Directing Certificateholder; provided, that any successor special servicer appointed to replace the special servicer with respect to such whole loan cannot be the entity (or its affiliate) that was terminated at the direction of the holder of the related pari passu companion loan.

 

Notwithstanding any of the foregoing to the contrary, with respect to each servicing shift whole loan and any serviced A/B whole loans as to which a subordinate companion loan holder is the related controlling note holder, the holder of the related control note will be entitled to replace the applicable special servicer with respect to such whole loan at any time, with or without cause, and while it is a serviced whole loan, no other party may replace the applicable special servicer for such whole loan unless there is a servicer termination event with respect thereto.

 

With respect to any non-serviced whole loan, subject to conditions or restrictions in the applicable intercreditor agreement, the BANK 2021-BNK36 trust, as holder of the related mortgage loan, has the right to terminate the applicable special servicer under the related pooling and servicing agreement if a servicer termination event occurs, with respect to such special servicer that affects the trust in its capacity as such holder. Such rights may be exercised by the Directing Certificateholder prior to a Consultation Termination Event (or the applicable special servicer, following the occurrence and during the continuance of a Consultation Termination Event). The successor special servicer will be selected pursuant to the applicable pooling and servicing agreement by the related directing holder prior to a control termination event under such pooling and servicing agreement.

   
Servicing Standard: Each applicable master servicer and each applicable special servicer is obligated to service and administer the mortgage loans (and, if applicable, the serviced companion loans) in accordance with the definition of the “Servicing Standard” described in the Preliminary Prospectus and the terms of the pooling and servicing agreement, provided that each non-serviced mortgage loan, if any, will be serviced by another master servicer or special servicer under the pooling and servicing agreement with respect to the securitization of a related companion loan, which entities will be obligated to service and administer such non-serviced mortgage loan pursuant to a similar standard set forth in the related pooling and servicing agreement.
   
Excluded Special Servicer: If a special servicer obtains knowledge that it has become a Borrower Party with respect to any mortgage loan (an “Excluded Special Servicer Loan”), such special servicer will be required to resign as special servicer of that Excluded Special Servicer Loan.  Prior to the occurrence and continuance of a Control Termination Event, the Directing Certificateholder will be required to appoint (and may remove and replace with or without cause) a separate special servicer that is not a Borrower Party (an “Excluded Special Servicer”) with respect to any Excluded Special Servicer Loan, unless such Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class. For avoidance of doubt, with respect to a mortgage loan secured by a residential cooperative property, a person will not be considered a Borrower Party solely by reason of such person holding one or more cooperative unit loans that are secured by direct equity interests in the related borrower or owning one or more residential cooperative units comprising the related mortgaged property as a result of any foreclosure, transfer in lieu of foreclosure or other exercise of remedies with respect to any such unit loan(s). After the occurrence and during the continuance of a Control Termination Event, if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan with respect to the Directing Certificateholder or the holder of the majority of the Controlling Class or if the Directing Certificateholder is entitled to appoint the Excluded Special Servicer but does not so appoint within 30 days of notice of such resignation, the resigning special servicer will be required to use reasonable efforts to select the related Excluded Special Servicer.  Any Excluded Special Servicer will be required to perform all of the obligations of the applicable special servicer and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned while the related mortgage loan is an Excluded Special Servicer Loan.
   
Liquidated
Loan Waterfall:
 On liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan (but not any related companion loan) will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any delinquent interest that was not advanced as a result of Appraisal Reduction Amounts (or would not have been advanced in the absence of a non-recoverability determination) or accrued on the portion of the stated principal balance thereof equal to any related Collateral Deficiency Amount in effect from time to time and as to which no advance was made (collectively, the “Subordinated Interest Amount”). After the adjusted interest amount is so allocated, any remaining liquidation proceeds will be allocated to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining liquidation proceeds will then be allocated to pay the Subordinated Interest Amount.
   
Operating Advisor: 

The operating advisor will be required to perform certain review duties if a Control Termination Event has occurred and is continuing, which will generally include a limited annual review of, and the preparation of a report regarding, certain actions of the applicable special servicer with respect to the resolution and/or liquidation of specially serviced loans. The review and report generally will be based on any asset status reports and additional information delivered to the operating advisor by such special servicer. In addition, if a Control Termination Event has occurred and is continuing, the applicable special servicer must consult with the operating advisor (in addition to the Directing Certificateholder if no Consultation Termination Event has occurred and is continuing) in connection with major decisions with respect to mortgage loans. Furthermore,

 

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

T-19

 

 

BANK 2021-BNK36Structural Overview

 

  

under certain circumstances, but only if a Consultation Termination Event has occurred and is continuing, the operating advisor may recommend the replacement of the applicable special servicer as described above under “—Appointment and Replacement of each Special Servicer”; however, the operating advisor will not have any rights or obligations with respect to a non-serviced whole loan.

 

If a Consultation Termination Event has occurred and is continuing, the operating advisor may be removed and replaced without cause upon the affirmative direction of certificates owners holding not less than 75% of the voting rights of all certificates (taking into account the application of Cumulative Appraisal Reduction Amounts), following a proposal from certificate owners holding not less than 25% of the voting rights of all certificates (taking into account the application of Cumulative Appraisal Reduction Amounts). The certificateholders who initiate a vote on a termination and replacement of the operating advisor without cause must cause the payment of the fees and expenses incurred in the replacement. In addition, in the event there are no classes of certificates outstanding other than the Control Eligible Certificates, the RR Interest and the Class X-F, Class F, Class X-G, Class X-H, Class V and Class R certificates, then all of the rights and obligations of the operating advisor under the PSA will terminate without payment of any penalty or termination fee (other than any rights or obligations that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such termination). See “Pooling and Servicing AgreementThe Operating AdvisorTermination of the Operating Advisor Without Cause” in the Preliminary Prospectus.

   
Asset Representations Reviewer: 

The asset representations reviewer will be required to review certain delinquent mortgage loans (excluding a mortgage loan for which a Payment Accommodation has been made and the related borrower is complying with the terms of such Payment Accommodation) after a specified delinquency threshold has been met and the required percentage of certificateholders vote to direct a review as described below. The asset representations reviewer will be entitled to the Asset Representations Reviewer Fee with respect to such review. See “Pooling and Servicing AgreementThe Asset Representations Reviewer” in the Preliminary Prospectus.

 

The certificate administrator will be required to notify certificateholders if the specified delinquency threshold has been met as described in the Preliminary Prospectus under “—The Asset Representations Reviewer”.

 

If certificateholders evidencing not less than 5.0% of the voting rights request a vote to commence an asset review, and if subsequently (i) a majority of those certificateholders who cast votes and (ii) a majority of an Asset Review Quorum authorizes an asset review within 150 days of the request for a vote, the asset representations reviewer will be required to conduct an asset review of delinquent loans.

 

The asset representations reviewer may be terminated and replaced without cause. Upon (i) the written direction of certificateholders evidencing not less than 25% of the voting rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the asset representations reviewer with a proposed successor asset representations reviewer that is an eligible asset representations reviewer, and (ii) payment by such holders to the certificate administrator of the reasonable fees and expenses to be incurred by the certificate administrator in connection with administering such vote, the certificate administrator will be required to promptly provide notice to all certificateholders and the asset representations reviewer of such request by posting such notice on its internet website, and by mailing such notice to all certificateholders and the asset representations reviewer. Upon the written direction of certificateholders evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the trustee will be required to terminate all of the rights and obligations of the asset representations reviewer under the pooling and servicing agreement (other than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior to such termination) by written notice to the asset representations reviewer, and the proposed successor asset representations reviewer will be appointed. See “Pooling and Servicing AgreementThe Asset Representations Reviewer” in the Preliminary Prospectus.

 

An “Asset Review Quorum” means, in connection with any solicitation of votes to authorize an Asset Review as described above, the holders of certificates evidencing at least 5.0% of the aggregate voting rights represented by all certificates that have voting rights.

 

Dispute Resolution Provisions: 

The mortgage loan sellers will be subject to the dispute resolution provisions set forth in the PSA to the extent those provisions are triggered with respect to any mortgage loan sold to the depositor by a mortgage loan seller, and such mortgage loan seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result. Generally, in the event that a Repurchase Request is not “Resolved” within 180 days after the related mortgage loan seller receives such Repurchase Request, then the enforcing servicer will be required to send a notice to the first certificateholder (or beneficial owner) to deliver a certificateholder repurchase request with respect to the mortgage loan (the “Initial Requesting Certificateholder”) (if any) and to the certificate administrator (which will be required to make such notice available to certificateholders via the certificate administrator’s website) indicating the enforcing servicer’s intended course of action with respect to the Repurchase Request. If (a) the enforcing servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the enforcing servicer’s intended course of action is to pursue further action to exercise rights against the related mortgage loan seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other certificateholder or certificate owner does not agree with the dispute resolution method selected by the enforcing servicer, then the Initial Requesting Certificateholder, if any, or such other certificateholder or certificate owner may deliver a written notice to the enforcing servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

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

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BANK 2021-BNK36Structural Overview

 

  

“Resolved” means, with respect to a Repurchase Request, (i) that the related material defect or breach has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable mortgage loan seller has made a loss of value payment, (v) a contractually binding agreement has been entered into between the enforcing servicer, on behalf of the issuing entity, and the related mortgage loan seller that settles the related mortgage loan seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the pooling and servicing agreement. See “Pooling and Servicing Agreement—Dispute Resolution Provisions” in the Preliminary Prospectus.

   
Investor Communications: The certificate administrator is required to include on any Form 10-D any request received from a certificateholder to communicate with other certificateholders related to certificateholders exercising their rights under the terms of the PSA. Any certificateholder wishing to communicate with other certificateholders regarding the exercise of its rights under the terms of the PSA will be able to deliver a written request signed by an authorized representative of the requesting investor to the certificate administrator.
   
Deal Website: The certificate administrator will be required to maintain a deal website which will include, among other items: (a) summaries of asset status reports prepared by a special servicer, (b) inspection reports, (c) appraisals, (d) various “special notices” described in the Preliminary Prospectus, (e) the “Investor Q&A Forum” and (f) a voluntary “Investor Registry”. Investors may access the deal website following execution of a certification and confidentiality agreement.  

 

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

T-21

 

 

BANK 2021-BNK36Collateral Overview

 

Mortgage Loan SellersNo. of
Mortgage
Loans
No. of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool(1)
Bank of America, National Association2356$497,276,54839.0%
Morgan Stanley Mortgage Capital Holdings LLC2022$316,981,90524.8%
Wells Fargo Bank, National Association1718$265,964,07220.8%
National Cooperative Bank, N.A.(2)3131$120,943,4189.5%
Bank of America, National Association/Wells Fargo Bank, National Association(3)11$74,888,0725.9%
Total:92128$1,276,054,015100.0%

 

Pool Statistics 
Aggregate Cut-off Date Balance:$1,276,054,015
Number of Mortgage Loans:92
Average Cut-off Date Balance per Mortgage Loan:$13,870,152
Number of Mortgaged Properties:128
Average Cut-off Date Balance per Mortgaged Property:$9,969,172
Weighted Average Mortgage Rate:3.2249%
% of Pool Secured by 5 Largest Mortgage Loans:30.9%
% of Pool Secured by 10 Largest Mortgage Loans:49.1%
% of Pool Secured by ARD Loans(4):0.0%
Weighted Average Original Term to Maturity (months)(4):112
Weighted Average Remaining Term to Maturity (months)(4):110
Weighted Average Seasoning (months):1
% of Pool Secured by Single Tenant Mortgaged Properties:15.4%
% of Pool Secured by Refinance Loans:68.4%
% of Pool Secured by Acquisition Loans:30.6%
% of Pool Secured by Recapitalization Loans:1.0%

 

Additional Debt 
% of Pool with Pari Passu Mortgage Debt:22.9%
% of Pool with Subordinate Mortgage Debt(5):5.8%
% of Pool with Mezzanine Debt:0.8%

 

Credit Statistics(6)(7) 
Weighted Average UW NOI DSCR:3.64x
Weighted Average UW NOI Debt Yield(8):13.9%
Weighted Average UW NCF DSCR:3.43x
Weighted Average UW NCF Debt Yield(8):13.1%
Weighted Average Cut-off Date LTV Ratio(8)(9):51.8%
Weighted Average Maturity Date LTV Ratio(4)(9):49.7%

 

 

Footnotes are set forth on the following page.

 

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

T-22

 

 

BANK 2021-BNK36Collateral Overview

 

Amortization 
Weighted Average Original Amortization Term (months)(10):368
Weighted Average Remaining Amortization Term (months)(10):366
% of Pool Interest Only through Maturity:70.0%
% of Pool Amortizing Balloon:19.1%
% of Pool Interest Only followed by Amortizing Balloon:10.7%
% of Pool Fully Amortizing:0.2%

Lockboxes 
% of Pool with Hard Lockboxes:59.0%
% of Pool with Springing Lockboxes:28.4%
% of Pool with No Lockboxes:9.5%
% of Pool with Soft Lockboxes:3.1%

Reserves 
% of Pool Requiring Tax Reserves:58.9%
% of Pool Requiring Insurance Reserves:20.9%
% of Pool Requiring Replacement Reserves:67.9%
% of Pool Requiring TI/LC Reserves(11):46.7%

Call Protection 
% of Pool with lockout period, followed by defeasance until open period:54.3%
% of Pool with lockout period, followed by greater of a prepayment premium and yield maintenance until open period:17.4%
% of Pool with lockout period, followed by defeasance or the greater of a prepayment premium and yield maintenance until open period:13.8%
% of Pool with no lockout period. Greater of a prepayment premium and yield maintenance followed by prepayment premium until open period:9.5%
% of Pool with no lockout period, followed by yield maintenance, followed by defeasance or yield maintenance until open period:4.7%
% of Pool with lockout period, followed by greater of a prepayment premium and yield maintenance, followed by defeasance or the greater of a prepayment premium and yield maintenance until open period:0.3%

 

 

(1)Unless otherwise indicated, all references to “% of Pool” in this Term Sheet reflect a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to October 2021.

(2)Twenty three (23) of the thirty one (31) mortgage loans for which National Cooperative Bank, N.A. is the mortgage loan seller were originated by its parent company, National Consumer Cooperative Bank, and transferred to National Cooperative Bank, N.A. Each such mortgage loan originated by National Consumer Cooperative Bank was underwritten pursuant to National Cooperative Bank, N.A.’s underwriting guidelines.

(3)The Arizona Mills mortgage loan was co-originated by Bank of America, N.A. and Wells Fargo Bank, National Association. Such mortgage loan is evidenced by three promissory notes: (i) note A-1, with an outstanding principal balance of $38,442,543 as of the Cut-off Date, as to which Bank of America, N.A. is acting as mortgage loan seller; (ii) note A-2, with an outstanding principal balance of $31,452,990 as of the Cut-off Date, as to which Wells Fargo Bank, National Association is acting as mortgage loan seller; and (iii) note A-3-2, with an outstanding principal balance of $4,992,538 as of the Cut-off Date, as to which Bank of America, N.A. is acting as mortgage loan seller

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

(5)Twenty four (24) of the mortgage loans, each of which is secured by a residential cooperative property, currently have in place subordinate secured lines of credit to the related mortgage borrowers that permit future advances (such loans, collectively, the “Subordinate Coop LOCs”). The percentage figure expressed as “% of Pool with Subordinate Mortgage Debt” is determined as a percentage of the initial pool balance and does not take into account any Subordinate Coop LOCs and future subordinate debt (whether or not secured by the mortgaged property), if any, that may be permitted under the terms of any mortgage loan or the pooling and servicing agreement. See “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness” and “Description of the Mortgage Pool—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives” in the Preliminary Prospectus.

(6)With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations in this Term Sheet include any related pari passu companion loans and exclude any subordinate companion loans, as applicable. Additionally, LTV, DSCR and Debt Yield figures in this Term Sheet are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. For mortgaged properties securing residential cooperative mortgage loans all LTV, DSCR and Debt Yield calculations do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan. With respect to any leased fee loans, the SF/Units and Balance per SF/Unit figures in this Term Sheet are based on the size of the non-collateral improvements.

(7)For mortgaged properties securing residential cooperative mortgage loans, all DSCR and Debt Yield calculations for each such mortgaged property is calculated using underwritten net operating Income or underwritten net cash flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, 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. All LTV ratio calculations are based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property (other than for the Waldo Gardens, Inc. mortgage loan). In the case of the residential cooperative property securing the Waldo Gardens, Inc., mortgage loan, the LTV ratio calculations for such mortgage loan are determined as if such residential cooperative property is operated as a market rate multifamily rental property.

(8)With respect to certain mortgage loans, debt yields and LTVs (such as, for example, UW NOI Debt Yield, UW NCF Debt Yield or Cut-off Date LTV Ratio) have been calculated based on a principal balance that is net of a holdback or earnout reserve. Such mortgage loans are identified under the definitions of “Underwritten NOI Debt Yield”, “Underwritten NCF Debt Yield” and “Cut-off Date LTV Ratio” set forth under “Description of the Mortgage PoolCertain Calculations and Definitions” in the Preliminary Prospectus.

(9)The LTV ratios set forth in this Term Sheet are generally based on the “as-is” values of the related mortgaged properties; provided that the “as-is” value for a portfolio of mortgaged properties may include a premium relating to the valuation of the mortgaged properties as a whole rather than as the sum of individually valued mortgaged properties; provided, further, that such LTV ratios may be based on “as-stabilized”, “as complete” or other contingent values in certain cases in which reserves have been established at origination for the applicable condition or circumstance that is expected to result in stabilization provided, further, that such LTV ratios may have been calculated based on a principal balance that is net of a holdback or earnout reserve. See the definition of “Appraised Value” under “Description of the Mortgage PoolCertain Calculations and Definitions” in the Preliminary Prospectus.

(10)Excludes mortgage loans that provide for payments of interest only through the related maturity date or anticipated repayment date, as applicable.

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

 

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

T-23

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

COVID-19 Update(1) 

The following table contains information regarding the status of the mortgage loans and mortgaged properties provided by the respective borrowers as of the date set forth in the “Information as of Date” column. The cumulative effects of the COVID-19 emergency on the global economy may cause tenants to be unable to pay their rent and borrowers to be unable to pay debt service under the mortgage loans. As a result, we cannot assure you that the information in the following table is indicative of future performance or that tenants or borrowers will not seek rent or debt service relief (including forbearance arrangements) or other lease or loan modifications in the future. Such actions may lead to shortfalls and losses on the certificates. Any information in the following table will be superseded by the information contained under the heading “Description of the Mortgage Pool—COVID Considerations” in the prospectus.

 

Loan No.Mortgage Loan SellerInformation as of DateOrigination DateProperty Name(1)Property TypeRent Relief Outstanding (Y/N)Tenants Making Full July Rent Payment (% NRA/Units)(2)Tenants Making Full July Rent Payment (% of UW rent)(2)Tenants Making Full August Rent Payment (% NRA/Units)(2)Tenants Making Full August Rent Payment (% of UW rent)(2)
1BANA9/9/20219/10/2021One North WackerOfficeY(3)100.0%96.9%100.0%99.5%
2BANA/WFB9/10/20218/31/2021Arizona MillsRetail(4)(4)(4)(4)(4)
3BANA9/1/20219/10/2021ExchangeRight Portfolio 50VariousN100.0%100.0%100.0%100.0%
4BANA8/19/20218/11/2021International Plaza IOfficeN100.0%100.0%100.0%100.0%
5MSMCH8/24/20218/24/2021Suarez Puerto Rico Industrial PortfolioVariousNNAVNAVNAVNAV
6BANA9/1/20216/25/2021The Court at Oxford ValleyRetailY(5)100.0%100.0%100.0%100.0%
7BANA8/31/20218/12/2021Plaza at Imperial ValleyRetailN100.0%100.0%100.0%100.0%
8WFB9/1/20219/3/2021Tides Folly BeachHospitalityNNAV(6)NAV(6)NAV(6)NAV(6)
9MSMCH8/16/20219/15/2021Corporate Research CenterIndustrialN100.0%100.0%100.0%100.0%
10MSMCH8/16/20219/9/2021Lightwave Corporate CenterIndustrialN100.0%100.0%100.0%100.0%
11WFB9/2/20217/9/2021La Brea & San VicenteRetailN100.0%100.0%100.0%100.0%
12WFB9/1/20216/29/2021Norwalk Town SquareRetailY(7)86.9%89.0%86.9%89.0%
13BANA8/30/20219/9/2021Raymour & Flanigan CampusIndustrialN100.0%100.0%100.0%100.0%
14MSMCH9/1/20217/20/2021Tomball Town CenterRetailN100.0%100.0%100.0%100.0%
15WFB9/1/20218/12/2021Lake Pointe Corporate CentreOfficeN100.0%100.0%100.0%100.0%
16MSMCH 8/24/20216/16/2021Newport PavilionRetailY(8)100.0%100.0%NAVNAV
17WFB8/26/20218/5/20211925 MapleOfficeN100.0%100.0%100.0%100.0%
18MSMCH9/3/20218/24/2021University Square Shopping CenterRetailY(9)(10)(10)(10)(10)
19NCB8/20/20217/28/2021Netherland Gardens Corp. f/k/a Netherland Tenants Corp.MultifamilyN92.2%(17)N/A(18)85.2%(17)N/A(18)
20WFB8/25/20218/6/2021Central San Rafael StorageSelf-StorageNNAV100.0%NAV100.0%
21BANA9/3/20219/7/2021Southern Flexible Apartment Portfolio IIMultifamily(11)(11)(11)(11)(11)
22WFB9/3/20216/17/2021Metro CrossingRetailY(12)100.0%100.0%100.0%100.0%
23BANA9/2/202110/29/2020McDonald’s Global HQOfficeN100.0%100.0%100.0%100.0%
24WFB9/3/20219/1/2021Zions BankOfficeY(13)100.0%100.0%100.0%100.0%
25MSMCH9/3/20218/31/20212707 SedgwickMixed UseN98.0%98.0%97.0%97.0%
26MSMCH9/1/20217/2/2021South Main Shopping CenterRetailY(14)100.0%100.0%100.0%100.0%
27MSMCH9/3/20217/30/20212800 BaileyMixed UseNNAVNAVNAVNAV
28WFB8/24/20219/1/2021Davidsohn Industrial ParkIndustrialN96.6%96.3%96.6%96.3%
29MSMCH8/26/20217/15/2021Longford ShoppesRetailN100.0%100.0%100.0%100.0%
30NCB8/31/20217/30/2021Fairfield Commons Owners Corp.MultifamilyN97.7%(17)N/A(18)94.9%(17)N/A(18)
31NCB8/27/20217/29/20212400 Johnson Avenue Owners, Inc.MultifamilyN98.4%(17)N/A(18)92.9%(17)N/A(18)
32MSMCH9/3/20217/14/2021290 Tunxis HillRetailNNAVNAV100.0%100.0%
33WFB9/1/20216/28/2021Velocity Industrial PortfolioIndustrialN100.0%100.0%100.0%100.0%
34BANA8/31/20218/27/2021Legacy Business ParkOfficeN100.0%100.0%95.5%95.3%
35WFB8/26/20218/26/2021Park City Self Storage UTSelf-StorageN99.6%99.9%98.7%99.1%
36WFB9/7/20215/10/2021Grandview CourtRetailN82.5%97.9%84.2%98.0%
37MSMCH8/18/20217/21/2021Anaheim Hills Medical OfficeOfficeN100.0%100.0%100.0%100.0%
38NCB8/19/20217/30/2021415 East 80th Street Housing CorporationMultifamilyN100.0%(17)N/A(18)100.0%(17)N/A(18)
39WFB8/26/20218/26/2021Village At Dos VientosMixed UseY(15)100.0%100.0%            100.0%           100.0%
40WFB8/25/20218/19/2021Arville Commerce CenterIndustrialN100.0%100.0%100.0%100.0%
41MSMCH8/23/20217/2/2021Boulder CrossroadsRetailY(16)100.0%100.0%100.0%100.0%
42MSMCH8/30/20219/1/2021The Platform Santa BarbaraMixed UseN100.0%100.0%100.0%100.0%
43BANA9/9/20219/9/2021Sprague Self StorageSelf StorageN94.5%92.9%NAVNAV
44BANA9/1/20218/20/2021Bella Road Self StorageSelf StorageN100.0%99.5%97.1%92.7%
45BANA8/31/20219/1/2021Western Skies Business CenterOfficeN100.0%100.0%100.0%100.0%

 

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

T-24

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

Loan No.Mortgage Loan SellerInformation as of DateOrigination DateProperty Name(1)Property TypeRent Relief Outstanding (Y/N)Tenants Making Full July Rent Payment (% NRA/Units)(2)Tenants
Making Full
July Rent
Payment (%
of UW rent)(2)
Tenants Making Full August Rent Payment (% NRA/Units)(2)Tenants Making Full August Rent Payment (% of UW rent)(2)
46MSMCH9/13/20219/3/2021Titan Self StorageSelf StorageN100.0%100.0%  100.0%  100.0%
47BANA9/7/20218/5/20213508-3510 Johnson AvenueMixed UseN100.0%100.0%100.0%100.0%
48BANA8/31/20218/6/2021Matteson Ground LeaseOtherN100.0%100.0%100.0%100.0%
49NCB8/23/20217/30/2021Waldo Gardens, Inc.MultifamilyN98.2%(17)N/A(18)90.0%(17)N/A(18)
50MSMCH8/13/20217/15/2021Kings Automall Shopping CenterRetailN100.0%100.0%100.0%100.0%
51WFB8/31/20216/17/2021Walgreens - YakimaRetailN100.0%100.0%100.0%100.0%
52NCB8/30/20218/2/2021The Renee Owners Inc. a/k/a The Renee Owners, Inc.MultifamilyN96.6%(17)N/A(18)95.0%(17)N/A(18)
53NCB8/31/20218/31/2021Hudson House Tenants CorporationMultifamilyN98.8%(17)N/A(18)89.3%(17)N/A(18)
54WFB9/7/20217/7/2021U-Stor-It – Melrose ParkSelf-StorageN98.8%98.8%96.2%96.2%
55BANA9/9/20219/9/2021Lincoln MHCManufactured HousingN100.0%100.0%NAVNAV
56WFB8/31/20216/17/2021WAG Hudson ,WIRetailN100.0%100.0%100.0%100.0%
57NCB8/30/20217/21/202160 West Broad Street, Inc.MultifamilyN93.8%(17)N/A(18)84.0%(17)N/A(18)
58BANA9/2/20218/9/2021Monte Cristo Adult CommunityManufactured HousingN100.0%100.0%100.0%100.0%
59BANA9/7/20218/31/2021BuxBear Self StorageSelf StorageN98.8%99.8%95.9%95.9%
60BANA9/2/20217/20/2021Tomball Self StorageSelf StorageN87.9%87.3%93.5%93.4%
61NCB8/26/20218/27/202112 West 17th St. Tenants’ Corp.MultifamilyN100.0%(17)N/A(18)100.0%(17)N/A(18)
62 8/18/20218/26/2021Broad Street PortfolioMultifamilyN100.0%100.0%100.0%100.0%
63NCB8/31/20218/25/2021Oakhurst Gardens Corp.MultifamilyN93.2%(17)N/A(18)88.1%(17)N/A(18)
64BANA9/1/20219/1/2021Lakeside Villa & Glacier ViewManufactured HousingN100.0%100.0%98.9%98.8%
65BANA9/9/20219/10/2021Lindon Self StorageSelf StorageN98.7%94.1%NAVNAV
66MSMCH8/22/20217/15/2021RVacation RV ParkManufactured HousingN100.0%100.0%100.0%100.0%
67NCB8/30/20217/29/2021Archer Cooperative, Inc.MultifamilyN94.0%(17)N/A(18)87.5%(17)N/A(18)
68NCB8/31/20219/3/2021Caribbean House, Inc.MultifamilyN96.8%(17)N/A(18)88.7%(17)N/A(18)
69NCB8/30/20217/27/2021111-127 Cabrini Apartments Corp.MultifamilyN100.0%(17)N/A(18)97.2%(17)N/A(18)
70NCB8/31/20217/28/202194-102 Hamilton Place Housing Development Fund CorporationMultifamilyN88.9%(17)N/A(18)88.3%(17)N/A(18)
71MSMCH8/12/20216/3/20214601 S Indiana AvenueMultifamilyN100.0%100.0%100.0%100.0%
72NCB8/31/20217/30/2021250 North Village Owners, Inc.MultifamilyN100.0%(17)N/A(18)100.0%(17)N/A(18)
73NCB8/31/20218/20/2021White Oak Cooperative Housing Corp.MultifamilyN93.6%(17)N/A(18)89.2%(17)N/A(18)
74BANA9/1/20218/17/2021Brookville MHCManufactured HousingN100.0%100.0%100.0%100.0%
75NCB8/25/20218/26/2021NW-Mad 95 Owners Corp. a/k/a N W Mad-95 Owners Corp.MultifamilyN100.0%(17)N/A(18)87.5%(17)N/A(18)
76NCB8/25/20218/25/2021Garden Lofts Corp.MultifamilyN100.0%(17)N/A(18)95.7%(17)N/A(18)
77NCB8/31/20217/27/2021Crescent Tenants Corp.MultifamilyN96.6%(17)N/A(18)73.3%(17)N/A(18)
78NCB8/19/20218/26/2021Jackson Manor Inc.MultifamilyN98.2%(17)N/A(18)97.3%(17)N/A(18)
79NCB8/30/20218/16/2021Midland Manor Owners Corp.MultifamilyN94.8%(17)N/A(18)84.5%(17)N/A(18)
80MSMCH8/25/20217/8/2021Load & Lock Mini StorageSelf StorageN98.6%98.6%NAVNAV
81NCB8/30/20218/31/202135 East Tenants Corp.MultifamilyN92.5%(17)N/A(18)90.0%(17)N/A(18)
82NCB8/31/20218/31/2021Hudson Park Co-operative Apts., Inc., a/k/a Hudson Park Cooperative Apts., Inc.MultifamilyN98.3%(17)N/A(18)93.2%(17)N/A(18)
83BANA9/9/20219/9/2021Sunset View MHCManufactured HousingN100.0%100.0%NAVNAV
84NCB8/25/20217/30/2021Greene Street Associates, Inc. A/K/A Greenestreet Associates, Inc.MultifamilyN100.0%(17)N/A(18)100.0%(17)N/A(18)
85NCB8/30/20217/29/2021Cherry Lane Owners Corp.MultifamilyN97.2%(17)N/A(18)94.4%(17)N/A(18)
86NCB8/30/20217/26/2021Delano Tenants Corp.MultifamilyN96.2%(17)N/A(18)96.2%(17)N/A(18)

 

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

T-25

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

Loan No.Mortgage Loan SellerInformation as of DateOrigination DateProperty Name(1)Property TypeRent Relief Outstanding (Y/N)Tenants Making Full July Rent Payment (% NRA/Units)(2)Tenants Making Full July Rent Payment (% of UW rent)(2)Tenants Making Full August Rent Payment (% NRA/Units)(2)Tenants Making Full August Rent Payment (% of UW rent)(2)
87BANA9/9/20219/9/2021Arroyo MHCManufactured HousingN100.0%100.0%NAVNAV
88NCB8/27/20217/29/202125 Indian Road Owners Corp.MultifamilyN93.9%(17)N/A(18)93.9%(17)N/A(18)
89NCB8/30/20218/26/2021Village Gardens Tenants Corp.MultifamilyN100.0%(17)N/A(18)97.1%(17)N/A(18)
90NCB8/19/20217/20/2021482 East 74th Street Apartment Corp.MultifamilyN100.0%(17)N/A(18)100.0%(17)N/A(18)
91NCB8/31/20218/17/2021Sherwood Village Cooperative B, Inc.MultifamilyN92.5%(17)N/A(18)88.1%(17)N/A(18)
92NCB8/31/20218/23/2021 22321 Owners Corp.MultifamilyN100.0%(17)N/A(18)94.5%(17)N/A(18)

 

 

(1)All loans are current on their debt service payments or have a first payment date on October or November 2021. For all NCB mortgage loans that have the first payment as either October 1, 2021 or November 1, 2021, each payment is subject to a 10-day grace period, and therefore may not be received until the 10th day of each month.

(2)Tenants Making Full July Rent Payment (% NRA/Units), Tenants Making Full August Rent Payment (% NRA/Units), Tenants Making Full July Rent Payment (% of UW rent) and Tenants Making Full August Rent Payment (% of UW rent) for multifamily, self storage and mixed use properties are based on the percentage of total billed rent collected.

(3)With respect to the One North Wacker mortgaged property, the borrower sponsor granted COVID-19 related rent relief to two food-service tenants, which rent relief is no longer outstanding other than approximately $10,260 of abated rent due to Munchies as of the closing date of the One North Wacker Whole Loan.

(4)With respect to the Arizona Mills mortgaged property, 99.0% of the expected rents in July and August were received. Rents for open and billed tenants, which may or may not include percent in lieu rent tenants, were adjusted for active amendments, bankruptcies, write-offs and tenant credits. 

(5)With respect to The Court at Oxford Valley Property mortgaged property, during the period of store closures, approximately 76% of the tenants at The Court at Oxford Valley Property requested rent relief. The borrower sponsors successfully negotiated rent deferrals and 96.9% of that deferred rent will be paid by year end 2021. Old Navy and Famous Footwear received rental rate abatements, and Crunch Fitness restructured its lease. All tenants are current in their rent obligations, including deferred rent.

(6)With respect to the Tides Folly Beach mortgaged property, for the month of June 2021, the mortgaged property reported an Occupancy, ADR and RevPAR of 98.6%, $338.03, and $333.17, respectively. For the month of July 2021, the mortgaged property reported an Occupancy, ADR and RevPAR of 98.1%, $360.99, and $354.20, respectively. August 2021 operating information is not yet available.

(7)With respect to the Norwalk Town Square mortgaged property, four tenants totaling approximately 5.9% of net rentable area and approximately 7.3% of underwritten base rent have ongoing lease modifications or existing rent relief.

(8)With respect to the Newport Pavilion mortgaged property, ten tenants (37.1% of the NRA and 43.4% of underwritten rent) were given some form of rent relief either in the form of deferred rent or abated rent. Six tenants (14.4% of the SF and 19.4% of underwritten rent) were given rent relief in the form of deferred rent ranging between two and three months and four tenants (22.7% of the SF and 24.0% of underwritten rent) were given rent relief in the form of an abatement. Approximately 48.2% of the deferred rent has already been repaid.

(9)With respect to the University Square Shopping Center mortgaged property, two tenants (21.0% of NRA and 17.5% of underwritten rent) received rent relief and both tenants have repayment plans in place.

(10)With respect to the University Square Shopping Center mortgaged property, the borrower purchased the mortgaged property in March 2021 and does not have monthly reporting available. All tenant estoppels were received within 60 days of loan origination and none of the estoppels showed delinquent rent.

(11)With respect to the Southern Flexible Apartment Portfolio II mortgaged properties, aging reports are not utilized by property management as tenants typically pre-pay for their stays and are subsequently evicted if past their paid stay period.

(12)With respect to the Metro Crossing mortgaged property, 18 tenants, representing 33.3% of net rentable area and 41.0% of underwritten base rent requested and received rent relief.

(13)With respect to the Zions Bank mortgaged property, 1 tenant totaling approximately 15.5% net rentable area and 16.9% underwritten base rent requested and received rent relief.

(14)With respect to the South Main Shopping Center mortgaged property, two tenants (3.2% of NRA and 5.2% of underwritten rent) received rent relief and both tenants have repayment plans in place.

(15)With respect to the Village at Dos Vientos mortgaged property, two tenants totaling approximately 3.9% of net rentable area and 3.3% of underwritten base rent have outstanding rent relief lease modifications.

(16)With respect to the Boulder Crossroads mortgaged property, four tenants (18.5% of NRA and 18.7% of underwritten rent) received rent relief and all four tenants have repayment plans in place between January and December 2021.

(17)For residential cooperative properties, the percentages reported were determined based on available cooperative maintenance receivables reports provided from the borrowers. Generally, this information is not tracked for residential cooperative properties and the borrowers are not required, pursuant to the loan documents, to report this data on a monthly basis. In addition, for residential cooperative properties, the figures reported were determined based on revenue derived from maintenance charges payable by tenant-shareholders, and not based on rental income for commercial units as to which cooperative shares have not been allocated. Further, with respect to certain residential cooperative properties, the related cooperative borrower may have entered into a primary master lease with a third-party or the cooperative’s sponsor. Generally, however, information regarding subleases under such primary master leases are not tracked for residential cooperative properties.

(18)This information is not presented for residential cooperative properties. The base rent represented in the underwritten cash flow for residential cooperative properties is the hypothetical income derived from the appraisal. Residential cooperative properties are structured to allow for an increase in unit owner maintenance charges or the assessment of additional charges to cover operating deficits, including deficits resulting from unpaid or delinquent rents or maintenance charges.

 

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

T-26

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

Top 10 Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans(1)
              
Loan
No.
Mortgage
Loan
Seller
Property NameCityStateProperty TypeCut-off Date
Balance
% of
Pool
SF/RoomsCut-off Date Balance per SF/RoomsUW
NCF
DSCR
UW NOI
Debt
Yield
Cut-off
Date LTV
Maturity Date LTV
1BANAOne North WackerChicagoILOffice$127,000,00010.0%1,412,035$249.992.96x8.9%53.2%53.2%
2BANA/WFBArizona MillsTempeAZRetail$74,888,0725.9%1,234,669$80.874.27x25.6%32.4%29.4%
3BANAExchangeRight Portfolio 50VariousVariousVarious$66,940,0005.2%388,591$172.262.60x8.9%61.3%61.3%
4BANAInternational Plaza IFarmers BranchTXOffice$65,400,0005.1%392,201$166.754.84x13.0%40.9%40.9%
5MSMCHSuarez Puerto Rico Industrial PortfolioVariousPRVarious$60,000,0004.7%904,406$66.343.53x14.4%54.7%54.7%
6BANAThe Court at Oxford ValleyFairless HillsPARetail$55,000,0004.3%456,286$120.541.97x10.8%65.9%56.0%
7BANAPlaza at Imperial ValleyEl CentroCARetail$49,500,0003.9%367,828$134.572.16x9.0%65.0%65.0%
8WFBTides Folly BeachFolly BeachSCHospitality$45,931,4963.6%132$347,965.882.27x14.0%60.4%47.9%
9MSMCHCorporate Research CenterHaywardCAMixed Use$44,500,0003.5%293,292$151.733.89x11.1%46.8%46.8%
10MSMCHLightwave Corporate CenterSan DiegoCAMixed Use$37,125,0002.9%166,892$222.454.62x12.8%49.5%49.5%
  Total/Wtd. Avg.   $626,284,56849.1%  3.29x12.8%52.3%50.2%

 

 

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

 

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

T-27

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

Mortgage Loans with Pari Passu Companion Loans
Loan
No.
Mortgage
Loan Seller
Property Name
Mortgage Loan Cut-off Date
Balance
Aggregate Pari Passu Companion Loan Cut-off Date Balance
Combined
Cut-off Date Balance
Lead Servicing AgreementMaster ServicerSpecial ServicerControl RightsCombined
UW NCF
DSCR(1)
Combined
UW NOI
Debt Yield(1)
Combined
Cut-off
Date LTV(1)
1BANAOne North Wacker$127,000,000$226,000,000$353,000,000BANK 2021-BNK36Wells FargoRialtoBANK 2021-BNK362.96x8.9%53.2%
2BANA/WFBArizona Mills$74,888,072$24,962,691$99,850,762BANK 2021-BNK36Wells FargoRialtoBANK 2021-BNK364.27x25.6%32.4%
12BANARaymour & Flanigan Campus$30,000,000$57,000,000$87,000,000BANK 2021-BNK36Wells FargoRialtoFuture Securitization(s)3.03x9.7%58.4%
16MSMCHNewport Pavilion$21,590,000$30,000,000$51,590,000BANK 2021-BNK35Wells FargoKeyBankBANK 2021-BNK353.16x10.5%69.8%
22WFBMetro Crossing$14,382,576$19,906,679$34,289,255WFCM 2021-C60Wells FargoMidlandWFCM 2021-C602.05x12.0%63.9%
23BANAMcDonald’s Global HQ$14,287,548$147,637,996$271,925,544BANK 2020-BNK30Wells FargoGreystoneBANK 2020-BNK301.45x12.4%39.6%
33WFBVelocity Industrial Portfolio$10,000,000$65,000,000$75,000,000WFCM 2021-C60Wells FargoMidlandWFCM 2021-C602.72x9.4%57.8%

 

 

(1)DSCR, Debt Yield and LTV calculations include any related pari passu companion loans and exclude any subordinate companion loans, as applicable.

  

Mortgage Loans with Subordinate Debt(1)
Loan
No.
Mortgage
Loan Seller
Property Name
Mortgage Loan Cut-off Date
Balance
Cut-off Date Balance per SF
Subordinate Debt Cut-off Date Balance
UW NCF DSCRUW NOI Debt YieldCut-off Date LTVWhole Loan UW NCF DSCR(2)Whole Loan UW NOI Debt Yield(2)Whole Loan Cut-off Date LTV(2)
5MSMCHSuarez Puerto Rico Industrial Portfolio$60,000,000$66.34$24,950,0003.53x14.4%54.7%2.00x10.1%77.4%
23BANAMcDonald’s Global HQ$14,287,548$281.60$110,000,0001.45x12.4%39.6%1.17x7.4%66.5%

 

 

(1)In addition, twenty four (24) of the mortgage loans, each of which is secured by a residential cooperative property, currently have in place Subordinate Coop LOCs that permit future advances. See “Description of the Mortgage Pool—Additional Indebtedness—Other Secured Indebtedness” and “Description of the Mortgage Pool—Additional Debt Financing for Mortgage Loans Secured by Residential Cooperatives” in the Preliminary Prospectus.

(2)Whole Loan UW NCF DSCR, Whole Loan UW NOI Debt Yield and Whole Loan Cut-off Date LTV figures shown above are calculated based on any related pari passu notes and any related subordinate note(s).

 

Mortgage Loans with Mezzanine Debt
Loan
No.
Mortgage
Loan Seller
Property Name
Mortgage Loan Cut-off Date
Balance
Cut-off Date Balance per SF
Cut-off Date Mezzanine Debt Balance
UW NCF DSCRUW NOI Debt YieldCut-off Date LTVTotal Debt UW NCF DSCR(1)Total Debt UW NOI Debt Yield(1)Total Debt Cut-off Date LTV(1)
33WFBVelocity Industrial Portfolio$10,000,000$66.33$10,000,0002.72x9.4%57.8%1.92x8.3%65.5%

 

(1)Total Debt UW NCF DSCR, Total Debt UW NOI Debt Yield and Total Debt Cut-off Date LTV figures shown above are calculated based on any related pari passu notes and any related subordinate note(s) and mezzanine note(s).

 

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

T-28

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

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

Class A-2 ($157,181,000)
Loan
No.
Mortgage
Loan
Seller
Property NameStateProperty TypeCut-off
Date
Balance
% of
Pool
Maturity Date Balance% of
Class A-2
Certificate
Principal
Balance
SF/PadsCut-off
Date
Balance per
SF/Pads
UW
NCF
DSCR
UW
NOI
Debt
Yield
Cut-off
Date
LTV
Maturity Date LTVRem. IO Period
(mos.)
Rem.
Term to
Maturity
(mos.)
2BANA/WFBArizona MillsAZRetail$74,888,0725.9%$67,958,76843.2%1,234,669$80.874.27x25.6%32.4%29.4%059
5MSMCHSuarez Puerto Rico Industrial PortfolioPRVarious$60,000,0004.7%$60,000,00038.2%904,406$66.343.53x14.4%54.7%54.7%5959
16MSMCHNewport PavilionKYRetail$21,590,0001.7%$21,590,00013.7%332,311$155.253.16x10.5%69.8%69.8%5757
22WFBMetro CrossingIARetail$14,382,5761.1%$12,993,3048.3%310,130$110.562.05x12.0%63.9%57.7%057
87BANAArroyo MHCNMManufactured Housing$1,300,0000.1%$1,300,0000.8%61$21,311.482.63x10.1%65.0%65.0%6060
  Total/Wtd. Avg.  $172,160,64713.5%$163,842,072104.2%  3.68x18.5%47.7%45.9%2859

 

 

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

 

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

Class A-3 ($10,640,000)
Loan
No.
Mortgage
Loan
Seller
Property NameStateProperty TypeCut-off
Date
Balance
% of
Pool
Maturity Date Balance% of
Class A-3
Certificate
Principal
Balance
SFCut-off
Date
Balance per
SF
UW
NCF
DSCR
UW
NOI
Debt
Yield
Cut-off
Date
LTV
Maturity Date LTVRem. IO Period
(mos.)
Rem.
Term to
Maturity
(mos.)
45BANAWestern Skies Business CenterAZOffice$6,700,0000.5%$6,700,00063.0%71,690$93.463.86x13.5%55.8%55.8%8383
59BANABuxBear Self StorageIDSelf Storage$4,500,0000.4%$4,500,00042.3%67,705$66.462.54x9.4%60.8%60.8%8383
  Total/Wtd. Avg.  $11,200,0000.9%$11,200,000105.3%  3.33x11.9%57.8%57.8%8383

 

 

(1)The table above reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-3 certificates, assuming (i) that none of the mortgage loans experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates; and (iii) each mortgage loan is paid in full on its stated maturity date or, in the case of any mortgage loan with an anticipated repayment date, on such anticipated repayment date. The table above is otherwise based on the Structuring Assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus.

 

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

T-29

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

Prior Securitization History(1)
Loan
No.
Mortgage
Loan
Seller
Property NameCityStateProperty
Type
Cut-off
Date
Balance
% of
Pool
SF/Unit/PadCut-off
Date
Balance per SF/Unit/Pad(2)
UW
NCF
DSCR(2)(3)
UW NOI
Debt
Yield(2)(3)
Cut-off
Date
LTV(2)(3)
Maturity Date
LTV(2)(3)
Prior Securitization
2BANA/WFBArizona MillsTempeAZRetail$74,888,0725.9%1,234,669$80.874.27x25.6%32.4%29.4% JPMCC 2010-C2
6BANAThe Court at Oxford ValleyFairless HillsPARetail$55,000,0004.3%456,286$120.541.97x10.8%65.9%56.0% JPMCC 2012-CBX
7BANAPlaza at Imperial ValleyEl CentroCARetail$49,500,0003.9%367,828$134.572.16x9.0%65.0%65.0%UBSBB 2012-C3
9MSMCHCorporate Research CenterHaywardCAMixed Use$44,500,0003.5%293,292$151.733.89x11.1%46.8%46.8%COMM 2013-CR8
13WFBNorwalk Town SquareNorwalkCARetail$30,000,0002.4%232,987$128.763.04x10.9%56.9%56.9%WFRBS 2012-C6
15WFBLake Pointe Corporate CentreWest Valley CityUTOffice$25,300,0002.0%182,121$138.923.51x11.3%65.7%65.7%JPMDB 2016-C4
21.03BANASiegel Select AlexandriaAlexandriaLAMultifamily$2,800,0000.2%113$32,307.692.55x15.4%59.6%53.9%COMM 2015-CR27
37MSMCHAnaheim Hills Medical OfficeAnaheimCAOffice$9,250,0000.7%43,944$210.502.74x10.7%60.1%60.1%MSBAM 2013-C9
49NCBWaldo Gardens, Inc.BronxNYMultifamily$5,588,6590.4%170$32,874.4710.67x47.6%12.0%10.3%WFRBS 2013-C12
51WFBWalgreens - YakimaYakimaWARetail$5,200,0000.4%14,738$352.832.15x8.3%63.4%63.4%MSBAM 2012-C6
57WFBWAG Hudson, WIHudsonWIRetail$4,700,0000.4%14,490$324.362.51x9.0%55.7%55.7%MSBAM 2012-C6
60BANATomball Self StorageTomballTXSelf Storage$4,394,0000.3%70,110$62.672.51x9.4%60.8%60.8% GSMS 2013-GC13
61NCB12 West 17th St. Tenants’ Corp.New YorkNYMultifamily$4,295,4340.3%11$390,493.964.59x20.2%11.9%10.3%WFCM 2015-C29
67NCBArcher Cooperative, Inc.BronxNYMultifamily$3,250,0000.3%168$19,345.2419.00x62.8%9.7%9.7%WFRBS 2013-C15
68NCBCaribbean House, Inc.EdgewaterNJMultifamily$3,200,0000.3%62$51,612.905.98x31.7%17.7%13.7%WFRBS 2013-C13
74BANABrookville MHCIndianapolisINManufactured Housing$2,550,0000.2%156$16,346.154.30x15.8%40.0%40.0% WFRBS 2013-C16
75NCBGarden Lofts Corp.New YorkNYMultifamily$2,500,0000.2%23$108,695.659.28x29.2%8.1%8.1%WFRBS 2014-C23
85NCBCherry Lane Owners Corp.FlushingNYMultifamily$1,644,6290.1%71$23,163.7812.97x68.1%6.4%5.0%WFRBS 2013-C12
  Total   $328,560,79325.7%       

 

 

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

 

(2)For properties that are part of a portfolio, the Cut-off Date Balance Per SF/Unit/Pad, UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations reflect the values of the portfolio as a whole.

 

(3)For mortgaged properties securing residential cooperative mortgage loans, the UW NCF DSCR and UW NOI Debt Yield for each such mortgaged property is calculated using underwritten net operating income or underwritten net cash flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, 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. LTV calculations are based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property (other than for the Waldo Gardens, Inc. mortgage loan). In the case of the residential cooperative property securing the Waldo Gardens, Inc., mortgage loan, the LTV ratio calculations for such mortgage loan are determined as if such residential cooperative property is operated as a market rate multifamily rental property. The UW NCF DSCR, UW NOI Debt Yield and LTV calculations do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan.

 

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

T-30

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

(GRAPHIC) 

 

Property Type Distribution(1)
Property TypeNumber of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool
Wtd. Avg. Mortgage RateWtd. Avg. UW NCF DSCRWtd. Avg.
UW NOI
Debt Yield
Wtd. Avg. Cut-off
Date LTV
Wtd. Avg. Maturity
Date LTV
Retail41$440,647,28634.5%3.4635%2.73x12.6%57.7%55.3%
Anchored13$321,248,14725.2%3.4384%2.86x13.8%55.9%52.6%
Single Tenant26$62,399,1394.9%3.3284%2.56x8.9%61.1%61.1%
Power Center1$49,500,0003.9%3.7500%2.16x9.0%65.0%65.0%
Shadow Anchored1$7,500,0000.6%3.7700%2.73x11.6%57.0%57.0%
Office15$303,728,40923.8%2.8332%3.29x10.5%52.3%50.9%
CBD3$154,837,54812.1%2.7806%2.85x9.4%52.5%50.4%
Suburban4$115,200,0009.0%2.7402%4.16x12.2%49.2%49.2%
Medical8$33,690,8612.6%3.3928%2.37x9.9%61.8%59.0%
Multifamily37$142,543,41811.2%3.1898%6.95x32.5%22.5%19.8%
Cooperative31$120,943,4189.5%3.0748%7.78x36.0%15.6%13.2%
Flexible Apartments4$14,700,0001.2%3.7500%2.55x15.4%59.6%53.9%
Garden1$4,100,0000.3%3.5100%2.08x7.5%63.1%63.1%
Low Rise1$2,800,0000.2%4.7500%1.37x8.9%69.6%61.4%
Mixed Use7$129,815,00010.2%2.8441%3.62x11.0%52.1%51.6%
Industrial/Office2$81,625,0006.4%2.5445%4.22x11.9%48.0%48.0%
Multifamily/Retail2$26,500,0002.1%3.1538%2.95x9.5%60.2%60.2%
Retail/Office1$8,300,0000.7%3.7810%1.74x10.4%59.3%51.1%
Industrial/Office/Retail1$7,000,0000.5%3.4100%2.52x9.3%50.0%50.0%
Office/Retail1$6,390,0000.5%3.5500%2.26x8.3%63.9%63.9%
Industrial7$119,705,5929.4%3.3745%3.08x11.9%56.8%56.1%
Warehouse3$50,188,3463.9%3.5711%3.37x13.4%55.3%55.3%
Flex3$39,517,2453.1%3.4660%2.75x11.7%57.5%55.4%
Warehouse Distribution1$30,000,0002.4%2.9250%3.03x9.7%58.4%58.4%
Self Storage10$64,893,4055.1%3.4184%2.59x9.5%56.7%55.6%
Self Storage10$64,893,4055.1%3.4184%2.59x9.5%56.7%55.6%
Hospitality1$45,931,4963.6%3.8140%2.27x14.0%60.4%47.9%
Full Service1$45,931,4963.6%3.8140%2.27x14.0%60.4%47.9%
Manufactured Housing8$22,070,0001.7%3.7412%2.73x10.4%48.5%48.5%
Manufactured Housing8$22,070,0001.7%3.7412%2.73x10.4%48.5%48.5%
Leased Fee2$6,719,4080.5%3.1316%2.29x7.4%73.5%73.5%
Leased Fee2$6,719,4080.5%3.1316%2.29x7.4%73.5%73.5%
Total/Wtd. Avg.128$1,276,054,015100.0%3.2249%3.43x13.9%51.8%49.7%

 

 

(1)All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total” due to rounding. With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations include any related pari passu companion loans and exclude any related subordinate companion loans, as applicable. For mortgaged properties securing residential cooperative mortgage loans, the UW NCF DSCR and UW NOI Debt Yield for each such mortgaged property is calculated using underwritten net operating income or underwritten net cash flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, 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. All LTV ratio calculations are based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property (other than for the Waldo Gardens, Inc. mortgage loan). In the case of the residential cooperative property securing the Waldo Gardens, Inc., mortgage loan, the LTV ratio calculations for such mortgage loan are determined as if such residential cooperative property is operated as a market rate multifamily rental property. The UW NCF DSCR, UW NOI Debt Yield and LTV calculations do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan.

 

 

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

T-31

 

 

BANK 2021-BNK36Characteristics of the Mortgage Loans

 

(GRAPHIC) 

 

Geographic Distribution(1)
State or Other JurisdictionNumber of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool
Wtd. Avg.
Mortgage
Rate
Wtd. Avg.
UW NCF
DSCR
Wtd. Avg.
UW NOI
Debt Yield
Wtd. Avg. Cut-off
Date LTV
Wtd. Avg. Maturity
Date LTV
California13$264,873,47420.8%3.2113%2.98x10.1%56.0%55.7%
Northern California(2)5$74,398,4745.8%2.9157%3.29x10.0%50.9%50.9%
Southern California(2)8$190,475,00014.9%3.3267%2.86x10.1%57.9%57.6%
Illinois12$181,853,78114.3%2.8883%2.70x9.3%53.8%51.4%
New York34$180,633,41814.2%3.0752%6.12x26.8%30.9%29.4%
Texas7$114,830,5189.0%2.8922%3.72x11.4%50.8%50.0%
Arizona2$81,588,0726.4%3.7398%4.24x24.6%34.3%31.6%
Pennsylvania5$68,294,2925.4%3.2075%2.11x10.5%64.5%56.5%
Puerto Rico3$60,000,0004.7%3.6560%3.53x14.4%54.7%54.7%
South Carolina2$52,431,4964.1%3.8061%2.30x14.2%60.3%48.6%
Utah4$52,300,0004.1%3.1383%3.22x10.7%58.9%58.9%
Nevada5$49,887,5003.9%3.5030%2.10x9.6%61.6%58.2%
Colorado3$23,100,0001.8%3.2561%2.89x10.4%61.9%61.9%
Kentucky1$21,590,0001.7%3.0400%3.16x10.5%69.8%69.8%
Washington5$19,717,3481.5%3.4930%2.66x9.6%56.9%56.9%
Iowa2$15,485,7811.2%3.3513%2.09x11.8%63.7%58.0%
Ohio5$12,885,5941.0%3.6867%2.17x10.6%66.7%60.2%
Alabama2$11,130,4800.9%3.3751%2.59x10.4%60.9%59.6%
Connecticut1$11,000,0000.9%3.3000%3.56x12.9%52.3%52.3%
Louisiana3$8,836,9800.7%3.4178%2.58x11.0%60.8%59.0%
Indiana3$8,749,8100.7%3.3326%3.10x10.9%55.1%55.1%
New Jersey3$8,617,7170.7%3.3758%3.61x16.7%46.0%44.5%
Mississippi3$5,148,3420.4%3.5329%2.57x12.5%60.4%57.2%
Wisconsin1$4,700,0000.4%3.5400%2.51x9.0%55.7%55.7%
Idaho1$4,500,0000.4%3.5730%2.54x9.4%60.8%60.8%
North Carolina2$3,976,0300.3%3.6310%3.43x12.9%59.2%59.2%
Maryland1$3,003,1680.2%3.2637%2.60x8.9%61.3%61.3%
Florida1$2,335,1160.2%3.2637%2.60x8.9%61.3%61.3%
Oklahoma2$2,243,1830.2%3.2637%2.60x8.9%61.3%61.3%
New Mexico1$1,300,0000.1%3.7170%2.63x10.1%65.0%65.0%
North Dakota1$1,041,9150.1%3.2637%2.60x8.9%61.3%61.3%
Total/Wtd. Avg.128$1,276,054,015100.0%3.2249%3.43x13.9%51.8%49.7%

 

 

(1)All numerical information concerning the mortgage loans is approximate and, in the case of mortgage loans secured by multiple properties, is based on allocated loan amounts with respect to such properties. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date or, in the case of mortgage loans secured by multiple properties, allocated loan amounts. The sum of numbers and percentages in columns may not match the “Total” due to rounding. With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations include any related pari passu companion loans and exclude any related subordinate companion loans, as applicable. For mortgaged properties securing residential cooperative mortgage loans, the UW NCF DSCR and UW NOI Debt Yield for each such mortgaged property is calculated using underwritten net operating income or underwritten net cash flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, 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. All LTV ratio calculations are based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property (other than for the Waldo Gardens, Inc. mortgage loan). In the case of the residential cooperative property securing the Waldo Gardens, Inc., mortgage loan, the LTV ratio calculations for such mortgage loan are determined as if such residential cooperative property is operated as a market rate multifamily rental property. The UW NCF DSCR, UW NOI Debt Yield and LTV calculations do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan.

 

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

 

 

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

T-32

 

 

BANK 2021-BNK36Collateral Statistics

 

Collateral Statistics(1) 

Cut-off Date Balance ($)

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
992,951 - 5,000,000 41 120,920,421 9.5 
5,000,001 - 15,000,000 32 313,613,842 24.6 
15,000,001 - 25,000,000 4 72,335,184 5.7 
25,000,001 - 35,000,000 5 142,900,000 11.2 
35,000,001 - 55,000,000 5 232,056,496 18.2 
55,000,001 - 75,000,000 4 267,228,072 20.9 
75,000,001 - 127,000,000 1 127,000,000 10.0 
Total: 92 $1,276,054,015 100.0%
Min: $992,951 Max: $127,000,000    Avg: $13,870,152

State or Other Jurisdiction(2) 

  No. of
Mortgaged
Properties
 Aggregate
Cut-off Date
Balance ($)
 

% of
Pool

 

California 13 264,873,474 20.8 
Northern California(3) 5 74,398,474 5.8 
Southern California(3) 8 190,475,000 14.9 
Illinois 12 181,853,781 14.3 
New York 34 180,633,418 14.2 
Texas 7 114,830,518 9.0 
Arizona 2 81,588,072 6.4 
Pennsylvania 5 68,294,292 5.4 
Puerto Rico 3 60,000,000 4.7 
South Carolina 2 52,431,496 4.1 
Utah 4 52,300,000 4.1 
Nevada 5 49,887,500 3.9 
Colorado 3 23,100,000 1.8 
Kentucky 1 21,590,000 1.7 
Washington 5 19,717,348 1.5 
Iowa 2 15,485,781 1.2 
Ohio 5 12,885,594 1.0 
Alabama 2 11,130,480 0.9 
Connecticut 1 11,000,000 0.9 
Louisiana 3 8,836,980 0.7 
Indiana 3 8,749,810 0.7 
New Jersey 3 8,617,717 0.7 
Mississippi 3 5,148,342 0.4 
Wisconsin 1 4,700,000 0.4 
Idaho 1 4,500,000 0.4 
North Carolina 2 3,976,030 0.3 
Maryland 1 3,003,168 0.2 
Florida 1 2,335,116 0.2 
Oklahoma 2 2,243,183 0.2 
New Mexico 1 1,300,000 0.1 
North Dakota 1 1,041,915 0.1 
Total: 128 $1,276,054,015 100.0%

Property Type(2) 

  No. of
Mortgaged
Properties
 Aggregate
Cut-off Date Balance ($)
 % of
Pool
 
Retail 41 440,647,286 34.5 
Anchored 13 321,248,147 25.2 
Single Tenant 26 62,399,139 4.9 
Power Center 1 49,500,000 3.9 
Shadow Anchored 1 7,500,000 0.6 
Office 15 303,728,409 23.8 
CBD 3 154,837,548 12.1 
Suburban 4 115,200,000 9.0 
Medical 8 33,690,861 2.6 
Multifamily 37 142,543,418 11.2 
Cooperative 31 120,943,418 9.5 
Flexible Apartments 4 14,700,000 1.2 
Garden 1 4,100,000 0.3 
Low Rise 1 2,800,000 0.2 
Mixed Use 7 129,815,000 10.2 
Industrial/Office 2 81,625,000 6.4 
Multifamily/Retail 2 26,500,000 2.1 
Retail/Office 1 8,300,000 0.7 
Industrial/Office/Retail 1 7,000,000 0.5 
Office/Retail 1 6,390,000 0.5 
Industrial 7 119,705,592 9.4 
Warehouse 3 50,188,346 3.9 
Flex 3 39,517,245 3.1 
Warehouse Distribution 1 30,000,000 2.4 
Self Storage 10 64,893,405 5.1 
Self Storage 10 64,893,405 5.1 
Hospitality 1 45,931,496 3.6 
Full Service 1 45,931,496 3.6 
Manufactured Housing 8 22,070,000 1.7 
Manufactured Housing 8 22,070,000 1.7 
Leased Fee 2 6,719,408 0.5 
Leased Fee 2 6,719,408 0.5 
Total: 128 $1,276,054,015 100.0%
     

 

Mortgage Rate (%) 

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
2.4350 - 2.9999 12 370,391,795 29.0%
3.0000 - 3.4999 55 550,041,747 43.1%
3.5000 - 4.7500 25 355,620,473 27.9%
 Total: 92 $1,276,054,015 100.0%
 Min: 2.4350% Max: 4.7500%  Wtd Avg: 3.2249%

Original Term to Maturity or ARD (mos.)  

 No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
60 5 172,160,647 13.5 
84 2 11,200,000 0.9 
120 85 1,092,693,368 85.6 
 Total: 92 $1,276,054,015 100.0%
Min: 60 mos. Max: 120 mos.  Wtd Avg: 112 mos.

Remaining Term to Maturity or ARD (mos.)  

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
57 - 60 5 172,160,647 13.5%
83 - 84 2 11,200,000 0.9 
106 - 120 85 1,092,693,368 85.6%
 Total: 92 $1,276,054,015 100.0%
Min: 57 mos. Max: 120 mos.  Wtd Avg: 110 mos.

Original Amortization Term (mos.)  

 No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
Interest Only 53 893,371,500 70.0%
120 2 2,274,619 0.2 
270 1 14,287,548 1.1 
360 30 326,792,139 25.6%
480 6 39,328,209 3.1 
 Total: 92 $1,276,054,015 100.0%
Min: 120 mos. Max: 480 mos.  Wtd Avg: 368 mos.

Remaining Amortization Term (mos.)  

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
Interest Only 53 893,371,500 70.0 
118 - 120 2 2,274,619 0.2 
121 - 270 1 14,287,548 1.1 
271 - 360 30 326,792,139 25.6%
361 - 479 6 39,328,209 3.1 
 Total: 92 $1,276,054,015 100.0%
Min: 118 mos. Max: 479 mos.  Wtd Avg: 366 mos.

Mortgage Loan Sellers 

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
BANA 23 497,276,548 39.0 
MSMCH 20 316,981,905 24.8 
WFB 17 265,964,072 20.8 
NCB 31 120,943,418 9.5 
BANA/WFB 1 74,888,072 5.9 
Total: 92 $1,276,054,015 100.0%
     

 

Amortization Type 

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
Interest Only 53 893,371,500 70.0 
Amortizing Balloon 27 244,307,896 19.1 
Interest Only, Amortizing Balloon 10 136,100,000 10.7 
Fully Amortizing 2 2,274,619 0.2 
Total: 92 $1,276,054,015 100.0%

Cut-off Date LTV Ratio (%) 

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
2.0 - 30.0 30 116,208,996 9.1 
30.1 - 40.0 5 100,160,042 7.8 
40.1 - 50.0 9 178,715,000 14.0
50.1 - 60.0 20 403,380,000 31.6
60.1 - 65.0 18 316,925,572 24.8
65.1 - 75.0 10 160,664,405 12.6
Total: 92 $1,276,054,015 100.0%
Min: 2.0% Max: 75.0%Wtd Avg: 51.8%   

Maturity Date or ARD LTV Ratio (%)  

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
0.0 - 30.0 33 210,119,038 16.5
30.1 - 45.0 5 85,500,000 6.7 
45.1 - 55.0 17 418,046,496 32.8
55.1 - 60.0 17 234,911,981 18.4
60.1 - 75.0 20 327,476,500 25.7
Total: 92 $1,276,054,015 100.0%
Min: 0.0% Max: 75.0%Wtd Avg: 49.7%   

UW NCF DSCR (x)  

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
1.37 - 1.70 6 57,237,548 4.5 
1.71 - 2.10 8 103,731,981 8.1 
2.11 - 2.50 11 216,433,996 17.0
2.51 - 3.50 25 433,964,000 34.0
3.51 - 4.50 15 272,300,296 21.3
4.51 - 28.86 27 192,386,194 15.1
Total: 92 $1,276,054,015 100.0%
Min: 1.37x Max: 28.86x Wtd Avg: 3.43x   

UW NOI Debt Yield (%)  

  No. of
Mortgage
Loans
 Aggregate
Cut-off Date
Balance ($)
 % of
Pool
 
6.8 - 9.0 17 390,292,500 30.6
9.1 - 10.0 11 106,184,000 8.3 
10.1 - 11.0 16 212,239,405 16.6
11.1 - 14.0 14 302,856,620 23.7
14.1 - 24.0 10 108,345,989 8.5 
24.1 - 153.4 24 156,135,500 12.2
Total: 92 $1,276,054,015 100.0%
Min: 6.8% Max: 153.4% Wtd Avg: 13.9%   

 

 
(1)All numerical information concerning the mortgage loans is approximate. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date. The sum of numbers and percentages in columns may not match the “Total” due to rounding. With respect to any mortgage loan that is part of a whole loan, unless otherwise indicated, all LTV, DSCR and Debt Yield calculations include any related pari passu companion loans and exclude any related subordinate companion loans, as applicable. For mortgaged properties securing residential cooperative mortgage loans, the UW NCF DSCR and UW NOI Debt Yield for each such mortgaged property is calculated using underwritten net operating income or underwritten net cash flow, as applicable, for the related residential cooperative property which is the projected net operating income or net cash flow, as applicable, 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. All LTV ratio calculations are based upon the appraised value of the residential cooperative property determined as if such residential cooperative property is operated as a residential cooperative, inclusive of the amount of the underlying debt encumbering such residential cooperative property (other than for the Waldo Gardens, Inc. mortgage loan). In the case of the residential cooperative property securing the Waldo Gardens, Inc., mortgage loan, the LTV ratio calculations for such mortgage loan are determined as if such residential cooperative property is operated as a market rate multifamily rental property. The UW NCF DSCR, UW NOI Debt Yield and LTV calculations do not take into account any subordinate debt (whether or not secured by the related mortgaged property), that currently exists or is allowed under the terms of any mortgage loan.
(2)In the case of mortgage loans secured by multiple properties, cut-off date balance information is based on allocated loan amounts with respect to such properties.
(3)“Northern California” includes zip codes above 93600, and “Southern California” includes zip codes at or below 93600.

 

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

T-33

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

 

 

 

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

T-34

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

 

 

 

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

T-35

 

  

Mortgage Loan No. 1 – One North Wacker
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:BANA Single Asset/Portfolio:Single Asset
Credit Assessment (Fitch/KBRA/S&P):NR/NR/NR Location:Chicago, IL 60606
Original Balance(1):$127,000,000 General Property Type:Office
Cut-off Date Balance(1):$127,000,000 Detailed Property Type:CBD
% of Initial Pool Balance:9.95% Title Vesting:Fee
Loan Purpose:Refinance Year Built/Renovated:2001 / NAP
Borrower Sponsor:The Irvine Company Size:1,412,035 SF
Guarantor:71 South Wacker Drive Holdings LLC Cut-off Date Balance PSF(1):$250
Mortgage Rate:2.7185% Maturity Date Balance PSF(1):$250
Note Date:9/10/2021 Property Manager:Hines Interests Limited Partnership
First Payment Date:11/1/2021   
Maturity Date:10/1/2031   
Original Term to Maturity:120 months   
Original Amortization Term:0 months Underwriting and Financial Information(5)
IO Period:120 months UW NOI:$31,276,370
Seasoning:0 months UW NOI Debt Yield(1):8.9%
Prepayment Provisions(2):L(24),DorYM1(91),O(5) UW NOI Debt Yield at Maturity(1):8.9%
Lockbox/Cash Mgmt Status:Hard/Springing UW NCF DSCR(1):2.96x
Additional Debt Type(1):Pari Passu Most Recent NOI:$30,737,245 (7/31/2021)
Additional Debt Balance(1):$226,000,000 2nd Most Recent NOI:$36,156,466 (6/30/2020)
Future Debt Permitted (Type):No (NAP) 3rd Most Recent NOI:$32,913,965 (6/30/2019)
Reserves(3) Most Recent Occupancy:81.3% (9/1/2021)
TypeInitialMonthlyCap 2nd Most Recent Occupancy:93.0% (6/30/2020)
RE Taxes:$0SpringingNAP 3rd Most Recent Occupancy:89.2% (6/28/2019)
Insurance:$0SpringingNAP Appraised Value (as of):$664,000,000 (8/10/2021)
Replacement Reserve:$0Springing$299,964 Appraised Value PSF:$470
TI/LC Reserve:$0Springing$5,600,000 Cut-off Date LTV Ratio(1):53.2%
Other Reserve(4):$6,501,426$0NAP Maturity Date LTV Ratio(1):53.2%
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan Amount(1):$353,000,00098.1% Loan Payoff:$352,858,83398.0%
Borrower Equity:$6,961,9611.9% Reserves:$6,501,4261.8%
    Closing Costs:$601,7020.2%
Total Sources:$359,961,961100.0% Total Uses:$359,961,961100.0%

 

 

(1)The One North Wacker Mortgage Loan (as defined below) is part of the One North Wacker Whole Loan (as defined below), which is evidenced by seven pari passu promissory notes with an aggregate principal balance of $353,000,000. The Cut-off Date Balance PSF, Maturity Date Balance PSF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the One North Wacker Whole Loan.

(2)Defeasance of the One North Wacker Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last portion of the One North Wacker Whole Loan to be securitized and (b) November 1, 2024. The assumed prepayment lockout period of 24 payments is based on the closing date of this transaction in October 2021.

(3)See “Escrows and Reserves” below for further discussion of reserve information. The borrower is permitted to provide a letter of credit or guaranty in lieu of certain monthly reserves.

(4)Other Reserve consists of a free rent reserve ($1,915,596) and a landlord obligations reserve ($4,585,830).

(5)The novel coronavirus pandemic is an evolving situation and could impact the One North Wacker Whole Loan more severely than assumed in the underwriting of the One North Wacker Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above and herein. See "Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the prospectus.

 

The Mortgage Loan. The largest mortgage loan (the “One North Wacker Mortgage Loan”) is part of a whole loan (the “One North Wacker Whole Loan”) that is evidenced by seven pari passu promissory notes in the aggregate original principal amount of $353,000,000 and secured by a first priority fee mortgage encumbering a 1,412,035 SF Class A office tower located in Chicago, Illinois (the “One North Wacker Property”). The One North Wacker Mortgage Loan is evidenced by the controlling Note A-1 and the non-controlling Note A-7, with an aggregate original principal amount of $127,000,000. The remaining promissory notes comprising the One North Wacker Whole Loan are summarized in the below table. The One North Wacker Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2021-BNK36 securitization. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the prospectus.

 

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

T-36

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

  

 One North Wacker Whole Loan Summary


Note

Original BalanceCut-off Date BalanceNote HolderControlling Piece
A-1$122,000,000$122,000,000BANK 2021-BNK36Yes
A-2$95,000,000$95,000,000Bank of America, N.A.No
A-3$80,000,000$80,000,000Bank of America, N.A.No
A-4$20,500,000$20,500,000Bank of America, N.A.No
A-5$15,500,000$15,500,000Bank of America, N.A.No
A-6$15,000,000$15,000,000Bank of America, N.A.No
A-7$5,000,000$5,000,000BANK 2021-BNK36No
Total$353,000,000$353,000,000  

 

The Borrower and the Borrower Sponsor. The borrower is One North Wacker LLC, a Delaware limited liability company and single purpose entity with two independent directors.

 

The borrower sponsor is The Irvine Company, a private real estate developer, operator and investor headquartered in Newport Beach, California. The Irvine Company acquired the One North Wacker Property in two transactions in 2011 and 2015 for a purchase price of approximately $539 million and, after capital expenditures and leasing costs, maintains a current cost basis of $805 million. The non-recourse carveout guarantor is 71 South Wacker Drive Holdings LLC, an affiliate of the borrower sponsor.

 

The Property. The One North Wacker Property is a 51-story, 1,412,035 SF, Class A, LEED Platinum certified office tower located in Chicago, Illinois. Originally constructed in 2001, the One North Wacker Property features a three story glass atrium lobby, column-free floor plates with floor-to-ceiling glass windows, a landscaped plaza, an on-site sundry shop, a 9,597 SF conference center, a private fitness center and the One North Kitchen restaurant and bar. The One North Wacker Property also includes a two-story, 210-space below grade parking garage.

 

As of September 1, 2021, the One North Wacker Property was 81.3% leased to a granular rent roll of 48 tenants from a wide range of industries. The One North Wacker Property’s two largest tenants by NRA, Pricewaterhouse Coopers, LLP and UBS Americas Inc, are established, multinational corporations that have occupied the One North Wacker Property since its original construction in 2001. None of the remaining tenants contribute more than 9.5% to the underwritten base rent at the One North Wacker Property. Between 2013 and 2021, the property has maintained an average occupancy of 90%.

 

Major Tenants.

 

Pricewaterhouse Coopers, LLP (316,840 SF, 22.4% of NRA, 27.9% of underwritten base rent). Pricewaterhouse Coopers, LLP (“PWC”) is one of the world’s largest accounting firms and one of the largest privately held firms in the United States. PWC employs over 284,000 employees in 155 countries. PWC’s professional services include audit, tax and consulting in various industries. PWC occupies 316,840 SF at the One North Wacker Property on a lease that expires in October 2028, with three, five-year renewal options. PWC has the option to terminate its lease effective October 31, 2025, if notice is given by April 30, 2024. PWC is reportedly currently seeking to sublease 70,082 SF (22.1% of its space). The One North Wacker Whole Loan is structured with a cash sweep period that will commence upon the earlier of (i) PWC’s failure to exercise its extension option for all of its leased space prior to the earlier of (x) the date that PWC is required to exercise such option under its lease and (y) the date that is 15 months prior to the then applicable expiration date of its lease; and (ii) PWC providing formal written notice that it relinquishes its lease renewal option with respect to all or a portion of its leased space. See “Lockbox and Cash Management” below.

 

UBS Americas Inc (138,445 SF, 9.8% of NRA, 14.9% of underwritten base rent). Founded in 1862 and headquartered in Zurich, Switzerland, UBS Group AG is an international financial services company offering a full range of wealth management and investment services. UBS Americas Inc, a subsidiary of UBS Group AG, has been a tenant at the One North Wacker Property since 2001 and currently occupies 138,445 SF. UBS Americas Inc recently renewed its lease through September 2032, which renewal will be effective October 1, 2022, and has two, five-year renewal options remaining. In connection with the ten-year renewal, UBS Americas Inc committed to a 2.5% annual rent increase and received $40.00 PSF in tenant improvement allowances from the landlord and five months of abated rent from October 1, 2022 through February 28, 2023.

 

Barnes & Thornburg LLP (95,475 SF, 6.8% of NRA, 9.5% of underwritten base rent). Barnes & Thornburg LLP is a national, full-service law firm that employs approximately 600 attorneys and operates 19 offices in the continental United States. Barnes & Thornburg LLP occupies 95,475 SF at the One North Wacker Property on a lease that expires in February 2030, with two, five-year renewal options. Barnes & Thornburg currently subleases 27,747 SF to Baker & Hostetler through April 30, 2024.

 

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

T-37

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

 

The following table presents certain information relating to the tenancy at the One North Wacker Property:

 

Tenant Summary(1)
Tenant NameCredit Rating (Fitch/Moody's/S&P)(2)Tenant SFApprox. % of SFAnnual UW Rent% of Total Annual UW RentAnnual UW Rent PSFLease Exp.Renewal OptionsTerm. Option (Y/N)
Pricewaterhouse Coopers, LLPNR/NR/NR316,84022.4%$10,354,15927.9%$32.6810/31/20283 x 5 yrY(3)
UBS Americas Inc(4)NR/Aa3/A+138,4459.8%$5,543,62714.9%$40.049/30/20322 x 5 yrN
Barnes & Thornburg LLP(5)NR/NR/NR95,4756.8%$3,528,0089.5%$36.952/28/20302 x 5 yrN
Fitch Group, Inc.NR/NR/NR65,3924.6%$1,923,8285.2%$29.4212/31/20312 x 5 yrY(6)
The McQuade Financial Group(7)NR/NR/NR50,3423.6%$2,043,8855.5%$40.608/31/20272 x 5 yrN
Adams Street Partners, LLCNR/NR/NR40,4442.9%$1,250,1243.4%$30.919/30/20302 x 5 yrY(8)
B.C. Ziegler and CompanyNR/NR/NR32,4452.3%$966,9602.6%$29.807/31/20302 x 5 yrY(9)
Stifel, Nicolaus & CompanyBBB/NR/BBB-29,4772.1%$840,0952.3%$28.506/30/2034NAPY(10)
The Irvine Company(11)NR/NR/NR25,1161.8%$00.0%$0.00Various(4)NAPN
WipfliNR/NR/NR

24,359 

1.7%

$682,052 

1.8%

$28.00

11/30/2029

2 x 5 yr +

1 x 10 yr

 

Y(12)
Subtotal/Wtd. Avg. 818,33558.0%$27,132,73873.0%$33.16     
          
Other Tenants 330,25123.4%$10,032,08527.0%$30.38     
Vacant Space 

263,449

18.7%

$0

0.0%

$0.00

   
Total/Wtd. Avg. 1,412,035100.0%$37,164,823100.0%$32.36(13)   

 

 

(1)Information is based on the underwritten rent roll dated September 1, 2021.

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

(3)Pricewaterhouse Coopers, LLP has the option to terminate its lease effective October 31, 2025, if notice is given by April 30, 2024.

(4)In connection with its lease renewal, UBS Americas Inc received five months of abated rent from October 1, 2022 through February 28, 2023.

(5)Barnes & Thornburg LLP currently subleases 27,747 SF to Baker & Hostetler through April 30, 2024.

(6)Fitch Group, Inc. has the option to terminate its lease effective December 31, 2029, with 12 months’ notice and payment of a termination fee equal to $3,734,090.

(7)The McQuade Financial Group currently subleases 3,456 SF to Waitzman Voigt, D’Aquila through August 31, 2027.

(8)Adams Street Partners, LLC has the option to terminate its lease effective September 30, 2027, with 12 months’ notice and payment of a termination fee equal to $1,929,294.

(9)B.C. Ziegler and Company has the option to terminate its lease effective July 31, 2025, with 12 months’ notice and payment of a termination fee equal to $3,618,303.

(10)Stifel, Nicolaus & Company has the option to terminate its lease effective December 31, 2030, with 12 months’ notice and payment of a termination fee equal to $2,240,918.

(11)The Irvine Company is sponsor affiliated. The Irvine Company occupies 17,379 SF expiring on July 31, 2024 and 7,737 SF expiring on October 31, 2026.

(12)Wipfli has the option to terminate its lease effective May 31, 2026, with 12 months’ notice and payment of a termination fee equal to $2,032,058.

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

 

The following table presents certain information relating to the lease rollover schedule at the One North Wacker Property:

 

Lease Rollover Schedule(1)(2)
Year# of Leases RollingSF RollingUW Rent PSF RollingApprox. % of Total SF RollingApprox. Cumulative % of SF RollingTotal UW Rent RollingApprox. % of Total Rent RollingApprox. Cumulative % of Total Rent Rolling
MTM / 202122,528$34.800.2%0.2%$87,9740.2%0.2%
2022633,154$29.632.3%2.5%$982,4722.6%2.9%
202328,964$29.540.6%3.2%$264,7790.7%3.6%
2024966,083$24.534.7%7.8%$1,621,0424.4%8.0%
2025747,400$30.423.4%11.2%$1,441,8223.9%11.8%
2026556,331$27.314.0%15.2%$1,538,5954.1%16.0%
2027680,313$38.725.7%20.9%$3,109,6508.4%24.3%
20287363,072$32.5525.7%46.6%$11,817,77031.8%56.1%
2029232,112$29.742.3%48.9%$954,9262.6%58.7%
20308203,448$34.5914.4%63.3%$7,038,24318.9%77.6%
2031165,392$29.424.6%67.9%$1,923,8285.2%82.8%
2032 & Beyond4189,789$33.6413.4%81.3%$6,383,72217.2%100.0%
Vacant0263,449$0.0018.7%100.0%$00.0%100.0%
Total/Wtd. Avg.591,412,035$32.36(3)100.0% $37,164,823100.0% 

 

 

(1)Information is based on the underwritten rent roll dated September 1, 2021.

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

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

 

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

T-38

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

 

COVID-19 Update. The first debt service payment on the One North Wacker Whole Loan is due in November 2021 and, as of September 15, 2021, the One North Wacker Whole Loan is not subject to any forbearance, modification or debt service relief request. As of September 9, 2021, the borrower sponsor has reported that 100.0% of the expected July and August 2021 rent payments were received. The borrower sponsor granted COVID-19 related rent relief to two food-service tenants, which rent relief is no longer outstanding other than approximately $10,260 of abated rent due to Munchies as of the closing date of the One North Wacker Whole Loan.

 

The Market. The One North Wacker Property is situated at the northeast corner of Wacker Drive and Madison Street along the west side of North Franklin Street in the West Loop submarket of Chicago. The site is within walking distance of several public transportation options, including Chicago Transit Authority bus and “L” systems, Union Station and Ogilvie Transportation Center. Additionally, two interstates, I-90 and I-290, are accessible in close proximity to the One North Wacker Property.

 

The One North Wacker Property is located in the West Loop office submarket, within the Downtown Chicago office market. At the end of the second quarter of 2021, the West Loop office submarket was 84.9% Class A space, with inventory of 52,058 SF, a vacancy rate of 15.2% and average asking rent of $44.69 PSF. From 2016 to 2020, the Class A submarket added 6,332 SF, vacancy ranged from 11.75% to 13.63% and asking rent increased by 17.0%.

 

The One North Wacker Property benefits from the area’s population density. The estimated 2021 population within a 1-, 3- and 5-mile radius of the One North Wacker Property was 80,323, 375,627 and 850,278, respectively. The estimated 2021 average household income within the same radii was $165,806, $145,096 and $124,630, respectively.

 

The following table presents the comparable office properties to the One North Wacker Property:

 

Comparable Property Summary

Property Name  

Address 

Year BuiltRentable Area (SF)OccupancyAsking RentMajor Tenants

One North Wacker 

1 North Wacker Drive 

20011,412,035(1)81.3%(1)$32.36(1)Pricewaterhouse Coopers, LLP, UBS Americas Inc, Barnes & Thornburg LLP, Fitch Group, Inc., The McQuade Financial Group

Bank of America Tower 

110 North Wacker Drive 

20201,546,90976.4%-Bank of America, Lincoln International, Regus 18, Perkins Coie

River Point 

444 West Lake Street 

20161,081,70299.4%$46.05McDermott Will and Emery, DLA Piper, LLP, Mead Johnson, Harrison Street Capital
300 North LaSalle Street20091,302,90197.7%$40.04Aviva USA Corporation, Hub International, PSP Capital Partners

Mesirow Financial Building 

353 North Clark Street 

20091,184,25591.6%-Intercontinental Exchange, Inc., Insight Global LLC, American Board of Medical Specialties
155 North Wacker Drive20091,152,95392.3%$38.34The Savo Group Ltd, Broker’s Risk Placement Service, Ogletree,Deakins,Nash

Hyatt Center 

71 South Wacker Drive 

20051,687,71095.9%$30.16Mayer Brown, LLP, IBM Corporation, iManage, Towers Watson, Milliman

One Eleven South Wacker 

111 South Wacker Drive 

20041,213,32295%$28.79Houlihan Lokey, Harris Associates, RBC Wealth Management

  

 

Source: Appraisal 

(1)Information is based on the underwritten rent roll dated September 1, 2021.

 

The following table presents certain information relating to the appraisal’s market rent conclusion for the One North Wacker Property:

 

Market Rent Summary
 Market Rent PSFLease Term (Mos.)Rent Increase ProjectionLease Type
Low-Rise Office <10k SF$26.00602.5% per annumNNN
Low-Rise Office >10k SF$26.001202.5% per annumNNN
Mid-Rise Office <10k SF$27.00842.5% per annumNNN
Mid-Rise Office >10k SF$27.001202.5% per annumNNN
High-Rise Office <10k SF$33.00842.5% per annumNNN
High-Rise Office >10k SF$33.001202.5% per annumNNN
Retail$50.00120NoneNNN

 

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

T-39

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

 

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

 

Cash Flow Analysis
 

2018(1) 

2019(1)2020(1)TTM 7/31/2021

UW 

UW PSF
Gross Potential Rent(2)$36,368,825$37,210,886$39,255,102$37,501,013$44,602,883$31.59
Reimbursements$27,554,940$26,297,908$28,082,091$28,380,399$39,387,779$27.89
Parking Income$885,253$854,306$687,047$262,917$450,597$0.32
Other Income$1,415,339$1,189,211$1,029,114$598,902$1,110,080$0.79
(Vacancy & Concessions)

$0

$0

$0

$0

($14,779,360)

(10.47)

Effective Gross Income$66,224,357$65,552,311$69,053,354$66,743,231$70,771,979$50.12
       
Real Estate Taxes$20,814,040$20,212,039$20,586,725$24,744,256$25,436,918$18.01
Insurance$473,195$494,509$502,621$555,747$698,712$0.49
Other Operating Expenses

$12,059,082

$11,931,798

$11,807,543

$10,705,982

$13,359,979

$9.46

Total Operating Expenses$33,346,317$32,638,346$32,896,888$36,005,986$39,495,609$27.97
       
Net Operating Income$32,878,040$32,913,965$36,156,466$30,737,245$31,276,370$22.15
Replacement Reserves$0$0$0$0$299,964$0.21
TI/LC

$0

$0

$0

$0

$2,142,602

$1.52

Net Cash Flow$32,878,040$32,913,965$36,156,466$30,737,245$28,833,804$20.42
       
Occupancy %83.0%89.2%(3)93.0%81.3%(4)82.4%(5) 
NOI DSCR(6)3.38x3.38x3.72x3.16x3.21x 
NCF DSCR(6)3.38x3.38x3.72x3.16x2.96x 
NOI Debt Yield(6)9.3%9.3%10.2%8.7%8.9% 
NCF Debt Yield(6)9.3%9.3%10.2%8.7%8.2% 

 

 

(1)Represents trailing 12 months as of June 30 for each respective year.

(2)UW Gross Potential Rent includes contractual rent steps through October 1, 2022 ($751,146) and straight line averaged rent for investment grade rated tenants ($542,907).

(3)Represents occupancy as of June 28, 2019.

(4)Represents occupancy as of September 1, 2021.

(5)Represents economic occupancy.

(6)Debt service coverage ratios and debt yields are based on the One North Wacker Whole Loan.

 

Escrows and Reserves.

 

Real Estate Taxes – The borrower is required to deposit monthly to a real estate tax reserve 1/12 of the annual estimated real estate taxes (i) during a Cash Trap Event Period, (ii) during a DSCR Trigger Event Period, or (iii) upon the borrower’s failure to provide the lender evidence of timely payment of taxes. Provided no event of default is continuing, in lieu of monthly deposits to the real estate tax reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from a borrower affiliate approved by the lender.

 

Insurance – The borrower is required to deposit monthly 1/12 of the annual estimated insurance premiums to the insurance reserve (i) during a Cash Trap Event Period, (ii) during a DSCR Trigger Event Period, or (iii) upon the borrower’s failure to provide the lender evidence of the renewal of a blanket policy to the extent the borrower maintains insurance pursuant to a blanket policy. Provided no event of default is continuing, in lieu of monthly deposits to the insurance reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from a borrower affiliate approved by the lender.

 

Replacement Reserve – During either a Cash Trap Event Period or a DSCR Trigger Event Period, the borrower is required to deposit monthly $24,997 to a reserve for replacements to the One North Wacker Property, subject to a cap of $299,964. Provided no event of default is continuing, in lieu of monthly deposits to the replacement reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from a borrower affiliate approved by the lender.

 

TI/LC Reserve – During a DSCR Trigger Event Period, the borrower is required to deposit monthly $178,550 for future tenant improvements and leasing commissions, subject to a cap of $5,600,000. Provided no event of default is continuing, in lieu of monthly deposits to the TI/LC reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from a borrower affiliate approved by the lender.

 

Free Rent Reserve – At loan origination, the borrower deposited $1,915,596 into a free rent reserve for outstanding obligations relating to The Alexander Group, Inc through April 1, 2022 and to Stifel, Nicolaus & Company through October 1, 2022. Funds in the free rent reserve account are required to be disbursed monthly as rent becomes due under each applicable lease.

 

Landlord Obligations Reserve – At loan origination, the borrower deposited $4,585,830 into a landlord obligation reserve for outstanding obligations to The Alexander Group, Inc, Stifel, Nicolaus & Company, Boyd Watterson Asset Management LLC and The Jordan Company, L.P. Upon request from the borrower, the lender will be required to disburse funds to reimburse the borrower for costs and expenses incurred in the performance of certain unfunded landlord obligations set forth in the One North Wacker Whole Loan documents.

 

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

T-40

 

 

Office – CBDLoan # 1Cut-off Date Balance: $127,000,000
1 North Wacker DriveOne North WackerCut-off Date LTV: 53.2%
Chicago, IL 60606 UW NCF DSCR: 2.96x
  UW NOI Debt Yield: 8.9%

  

A “DSCR Trigger Event Period” will commence upon the date, tested quarterly, that the amortizing debt service coverage ratio is less than 1.15x and will expire on the date, tested quarterly, that the amortizing debt service coverage ratio is equal to or greater than 1.15x for two consecutive calendar quarters.

 

Lockbox and Cash Management. The One North Wacker Whole Loan is structured with a hard lockbox and springing cash management. All rents from the One North Wacker Property are required to be deposited directly to the lockbox account and, so long as a Cash Trap Event Period is not continuing, funds in the lockbox account will be transferred to the borrower’s operating account. During a Lockbox Event Period, the borrower will not have access to the funds in the lockbox account and such funds will be transferred to the lender-controlled cash management account and disbursed according to the One North Wacker Whole Loan documents. During a Lockbox Event Period, all excess cash is required to be held by the lender as additional security for the One North Wacker Whole Loan; provided that excess cash will be disbursed at the direction of the borrower if a PWC Excess Cash Flow Sweep Stop is in effect.

 

A “Cash Trap Event Period” will (a) commence upon (i) the occurrence of an event of default, (ii) PWC failing to exercise its extension option with respect to all of the PWC space prior to the earlier of (x) the date by which PWC is required to exercise such option pursuant to the lease and (y) 15 months prior to the then applicable lease expiration date, (iii) PWC providing notice that it is relinquishing its option to renew its lease with respect to all or a portion of the PWC space, (iv) PWC defaulting in the payment of rent for more than 45 days, or (v) PWC becoming subject of any proceedings as a debtor and (b) terminate when (i) with respect to clause (a)(i), the lender accepts a cure of such event of default, (ii) with respect to clause (a)(ii), PWC exercises its renewal option or one or more replacement tenants lease its space, (iii) with respect to clause (a)(iii), one or more replacement tenants lease PWC’s space, (iv) with respect to clause (a)(iv), PWC has cured such default or one or more tenants lease its space, (v) with respect to clause (a)(v), PWC is no longer subject to any proceedings as a debtor or one or more tenants lease its space.

 

A “PWC Excess Cash Flow Sweep Stop” will be in effect if, as of any monthly payment date during a Cash Trap Event Period, (a) no event of default exists and (b) total undisbursed funds then on deposit in the excess cash flow account on such monthly payment date are not less than an amount equal to the product of (x) the applicable square footage impacted by PWC’s non-renewal, default or bankruptcy multiplied by (y) $30.

 

Additional Secured Indebtedness (not including trade debts). None.

 

Mezzanine Loan and Preferred Equity. None.

 

Release of Property. None.

 

Letter of Credit. None.

 

Right of First Offer/Right of First Refusal. None.

 

Ground Lease. None.

 

Terrorism InsuranceThe borrower is required to obtain and maintain property insurance and business interruption insurance for 24 months plus a 365-day extended period of indemnity. Such insurance is required to cover perils of terrorism and acts of terrorism; provided that the borrower is permitted to maintain terrorism coverage with a licensed captive insurance company that is affiliated with the borrower sponsor if certain conditions set forth in the related Whole Loan documents are satisfied, and if the Terrorism Risk Insurance Program Reauthorization Act of 2019 is not in effect, the borrowers will only be required to pay for terrorism insurance through such captive insurance company a maximum of two times the annual insurance premiums payable for the One North Wacker Property at the time with respect to the property and business interruption policies (excluding the terrorism, named storm and earthquake components of such premiums). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

 

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

T-41

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

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

T-42

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

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

T-43

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

img 

 

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

T-44

 

  

Mortgage Loan No. 2 – Arizona Mills

 

Mortgage Loan Information Property Information
Mortgage Loan Sellers:BANA/WFB Single Asset/Portfolio:Single Asset
Credit Assessment (Fitch/KBRA/S&P):NR/NR/NR Location:Tempe, AZ 85282
Original Balance(1):$75,000,000 General Property Type:Retail
Cut-off Date Balance(1):$74,888,072 Detailed Property Type:Anchored
% of Initial Pool Balance:5.9% Title Vesting:Fee
Loan Purpose:Refinance Year Built/Renovated:1997 / NAP
Borrower Sponsor:Simon Property Group, L.P. Size:1,234,669 SF
Guarantor:Simon Property Group, L.P. Cut-off Date Balance PSF(1):$81
Mortgage Rate:3.8020% Maturity Date Balance PSF(1):$73
Note Date:8/31/2021 Property Manager:Simon Management Associates II, LLC
First Payment Date:10/1/2021  (borrower-related)
Maturity Date:9/1/2026   
Original Term to Maturity:60 months Underwriting and Financial Information(5)
Original Amortization Term:360 months UW NOI:$25,527,454
IO Period:0 months UW NOI Debt Yield(1):25.6%
Seasoning:1 month UW NOI Debt Yield at Maturity(1):28.2%
Prepayment Provisions(2)(3):L(25),D(28),O(7) UW NCF DSCR(1):4.27x
Lockbox/Cash Mgmt Status:Hard/Springing Most Recent NOI(3):$23,498,242 (7/31/2021)
Additional Debt Type(1):Pari Passu 2nd Most Recent NOI:$19,076,941 (12/31/2020)
Additional Debt Balance(1):$24,962,691 3rd Most Recent NOI:$26,629,811 (12/31/2019)
Future Debt Permitted (Type):No (NAP) Most Recent Occupancy:84.4% (8/23/2021)
Reserves(4) 2nd Most Recent Occupancy:82.6% (12/31/2020)
TypeInitialMonthlyCap 3rd Most Recent Occupancy:99.8% (12/31/2019)
RE Taxes:$0SpringingNAP Appraised Value (as of):$308,000,000 (8/23/2021)
Insurance:$0SpringingNAP Appraised Value PSF:$249
Replacement Reserve:$0Springing$814,882 Cut-off Date LTV Ratio(1):32.4%
TI/LC Reserve:$0Springing$3,704,007 Maturity Date LTV Ratio(1):29.4%
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan Amount(1):$100,000,00067.9% Loan Payoff:$146,739,42299.7%
Cash Equity Contribution:$47,212,167 32.1% Closing Costs:$472,745 0.3%
Total Sources:$147,212,167100.0% Total Uses:$147,212,167100.0%

 

 

(1)The Arizona Mills Mortgage Loan (as defined below) is part of the Arizona Mills Whole Loan (as defined below), which is evidenced by five pari passu promissory notes with an aggregate principal balance of $100,000,000. The Cut-off Date Balance PSF, Maturity Date Balance PSF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the aggregate principal balance of the promissory notes comprising the Arizona Mills Whole Loan.

(2)Defeasance of the Arizona Mills Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last portion of the Arizona Mills Whole Loan to be securitized and (b) March 1, 2025. The assumed prepayment lockout period of 25 payments is based on the closing date of this transaction in October 2021.

(3)Partial defeasance is permitted in connection with a partial release in connection with Joe’s Crab Shack exercising its option to purchase its leased premises. See “Release of Property” below.

(4)See “Escrows and Reserves” below for further discussion of reserve information. The borrower is permitted to provide a letter of credit or guaranty from the non-recourse carveout guarantor in lieu of certain monthly reserves.

(5)The novel coronavirus pandemic is an evolving situation and could impact the Arizona Mills Whole Loan more severely than assumed in the underwriting of the Arizona Mills Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above and herein. See “Risk Factors-—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the prospectus.

 

The Mortgage Loan. The second largest mortgage loan (the “Arizona Mills Mortgage Loan”) is part of a whole loan (the “Arizona Mills Whole Loan”) that is evidenced by five pari passu promissory notes in the aggregate original principal amount of $100,000,000 and secured by a first priority fee mortgage encumbering a 1,234,669 SF retail development located in Tempe, Arizona (the “Arizona Mills Property”). The Arizona Mills Whole Loan was co-originated by Bank of America, N.A. and Wells Fargo Bank, National Association. The Arizona Mills Mortgage Loan, with an aggregate original principal amount of $75,000,000, is evidenced by the controlling Note A-1 and the non-controlling Note A-3-2, contributed by Bank of America, N.A., and the non-controlling Note A-2, contributed by Wells Fargo Bank, National Association. The remaining promissory notes comprising the Arizona Mills Whole Loan are summarized in the below table. The Arizona Mills Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2021-BNK36 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement” in the prospectus. The Arizona Mills Whole Loan is refinancing a loan previously included in the JPMCC 2010-C2 securitization transaction.

 

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

T-45

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

Arizona Mills Whole Loan Summary
NoteOriginal BalanceCut-off Date BalanceNote HolderControlling Piece
A-1$38,500,000 $38,442,543 BANK 2021-BNK36Yes
A-2$31,500,000 $31,452,990 BANK 2021-BNK36No
A-3-1$11,500,000 $11,482,838 BANANo
A-3-2$5,000,000 $4,992,538 BANK 2021-BNK36No
A-4$13,500,000 $13,479,853 WFBNo
Total$100,000,000 $99,850,762   

 

The Borrower and the Borrower Sponsor. The borrower is Arizona Mills Mall, LLC, a Delaware limited liability company and single purpose entity with two independent directors.

 

The borrower sponsor and non-recourse carveout guarantor is Simon Property Group, L.P. (“Simon”). Simon owns shopping, dining, entertainment and mixed-use destinations, with properties across North America, Europe and Asia. Simon is an S&P 100 company, publicly traded under the ticker “SPG”, and rated A3/A- by Moody’s/S&P. As of March 31, 2021, Simon owned or held an interest in 202 properties in 37 U.S. states and Puerto Rico, including 98 malls, 69 Premium Outlet branded centers, 14 Mills branded centers, 4 lifestyle centers and 17 other retail properties, along with 31 Premium Outlets and Designer Outlet branded properties primarily located in Asia, Europe and Canada. Simon also owns an 80% non-controlling interest in the Taubman Realty Group, LLC, which, as of January 2020, had an interest in 26 regional, super-regional, and outlet malls in the United States and Asia. Simon’s liability as the non-recourse carveout guarantor is limited to 20% ($20,000,000) of the original principal amount of the Arizona Mills Whole Loan, plus all reasonable out-of-pocket costs and expenses incurred in the enforcement of the guaranty or preservation of the lender’s rights under the guaranty.

 

The Arizona Mills Property was originally developed in 1997 by a partnership with the Taubman Group and the Mills Corporation. Simon acquired The Mills Corporation in 2007, increased its ownership interest in the Arizona Mills Property in 2012 and, in 2014, became the 100% owner. Simon maintains a cost basis of approximately $361 million in the Arizona Mills Property including approximately $20.9 million spent in modernizing the interior and exterior and re-tenanting.

 

The Property. The Arizona Mills Property is a 1,234,669 SF indoor outlet, value-retail and entertainment destination located in Tempe, Arizona. The Arizona Mills Property attracts over 12 million visitors a year with its unique array of entertainment concepts and value-oriented shopping options. The Arizona Mills Property is anchored by Burlington, Harkins Theatres/IMAX and LEGOLAND Discovery Center. Other major tenants include: Conn’s, Tilt, Overtime by Dick’s Sporting Goods, Marshalls, Forever 21 and Ross Dress for Less. The Arizona Mills Property includes 27 sit-down dining, food court and grab-and-go options, including Rainforest Café, Garcia’s Mexican Restaurant, Joe’s Crab Shack, Rocky Mountain Chocolate Factory, Auntie Annie, Johnny Rockets, Pretzel Wetzels, Starbucks Coffee and Dairy Queen. The Arizona Mills Property underwent an approximately $10 million redevelopment in 2016 and 2017 to create a family-friendly entertainment wing with several unique-to-Arizona tenants, including LEGOLAND Discovery Center, SEA LIFE Arizona Aquarium, Rainforest Cafe and Tilt.

 

The Arizona Mills Property has consistently generated strong sales. Since business restrictions in Arizona were lifted in March 2021, sales production between March and May 2021 was 36% higher than it was for the same period in 2019. The Arizona Mills Property has a strong occupancy history, with a 10-year average occupancy of 94% (excluding temporary tenants). Including temporary tenants, the 10-year average historical occupancy is 97%. The Arizona Mills Property has a granular rent roll, with no tenant occupying more than 7.5% of total rentable square feet and no tenant contributing more than 8.0% of underwritten base rent. The top 10 tenants at the Arizona Mills Property represent only 38.1% of the rentable area and 24.6% of the gross potential rent. As of August 23, 2021, the Arizona Mills Property was 84.4% leased to 144 tenants.

 

The following table contains inline sales history for the Arizona Mills Property:

 

Inline Sales History(1)
 201820192020(2)7/31/2021 TTMAvg. 3/21-7/21
Sales PSF (Inline < 10,000 SF)$350$361$312$423$512
Occupancy Cost (Inline < 10,000 SF)14.9%13.6%16.0%13.0%NAV

      

(1)Information is as of July 31, 2021, as provided by the borrower sponsor, and only includes tenants reporting sales.

(2)The Arizona Mills Property was closed between March 18 and May 16, 2020 due to COVID-19 restrictions.

 

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

T-46

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

The following table contains anchor and major tenant sales history for the Arizona Mills Property:

 

Major Tenant Sales History(1)
TenantSF

2018 Sales PSF 

2019 Sales PSF

2020 Sales PSF(2) 

7/31/2021 TTM Sales PSF
Burlington80,426$194$205$151$223
Ross Dress For Less29,734$434$417$302$349
Nike Clearance Store13,222$908$870$692$950
Harkins Theaters/IMAX(3)92,253$631,679$591,385$39,359$202,694
Victoria’s Secret11,024$570$630$398$614
Marshalls31,315$206$207$153$123
Vans Outlet4,169$1,305$1,466$786$1,259
Forever 2130,822$220$182$107$196
Foot Locker Outlet7,391$556$581$547$707
LEGOLAND Discovery Center65,013$67$65$31$66
H&M17,968$194$215$143$198
Bath & Body Works3,282$1,022$1,110$983$1,419
Levi’s/Dockers Outlet6,005$557$596$417$661
Old Navy15,388$239$229$130$180
Rainforest Cafe20,057$168$154$92$131
Champs Sports5,097$562$586$600$812
Animal Kingdom3,056$904$959$945$1,595
Shoe Palace4,113$534$667$778$909
Disney Store Outlet5,761$422$456$348$648
The Finish Line5,371$356$412$439$578
Tommy Hilfiger5,533$406$387$295$334
Sea Life Centre25,590$85$80$40$95
adidas Clearance9,652$0$185$319$423

 

 

(1)Information is as of July 31, 2021, as provided by the borrower sponsor.

(2)The Arizona Mills Property was closed between March 18 and May 16, 2020 due to COVID-19 restrictions.

(3)Sales for Harkins Theaters/IMAX reflect Sales per screen (18 screens).

 

Major Tenants.

 

Harkins Theaters/IMAX (92,253 SF, 7.5% of NRA, 8.0% of underwritten base rent). Founded in 1933, Harkins Theaters is a chain of movie theaters that primarily operates in the southwestern United States. It is a private subsidiary of Harkins Enterprises, LLC and is headquartered in Scottsdale, Arizona. The company presently operates 34 theaters in five states and is the dominant movie exhibitor in Phoenix, Arizona. Harkins Theaters/IMAX has been a tenant since 2000 and operates 17 screens plus 1 IMAX screen at the Arizona Mills Property, on a lease that expires in July 2035, with three, five-year renewal options. In March 2021, the tenant completed a reported $10 million renovation and extended its lease for 15 years. Sales for Harkins Theaters/IMAX at the Arizona Mills Property were reported at $631,679 per screen, $591,385 per screen, $39,359 per screen and $202,694 for 2018, 2019, 2020 and 7/31/2021 TTM, respectively. The Harkins Theaters/IMAX lease is guaranteed by Harkins Amusement Enterprises, Inc.

 

Burlington (80,426 SF, 6.5% of NRA, 2.3% of underwritten base rent). Burlington Coat Factory (NYSE: BURL) is a value priced department store chain. The clothing retailer, which made its name selling coats, operates 700-plus no-frills retail stores (averaging 65,000 SF) offering off-price current, brand-name clothing in 45 states plus Puerto Rico. Although it is one of the nation’s largest coat sellers, the stores also sell a wide array of products, including children’s apparel, bath items, furniture, gifts jewelry, linens and shoes. Burlington has been a tenant at the Arizona Mills Property since November 1997. Burlington’s lease term extends through January 2023, with one, five-year renewal option. Burlington pays $6.00 PSF of base rent plus overage rent equal to 1.5% of annual sales over $15,079,875. Sales for Burlington at the Arizona Mills Property were reported at $194 PSF, $205 PSF, $151 PSF and $223 PSF for 2018, 2019, 2020 and 7/31/2021 TTM, respectively. The Burlington lease is guaranteed by Burlington Coat Factory Warehouse Corporation.

 

LEGOLAND Discovery Center (65,013 SF, 5.3% of NRA, 0.9% of underwritten base rent). Founded in 1999 and headquartered in Carlsbad, California, LEGOLAND Discovery Center is a chain of family amusement centers centered on the Lego construction toy system. Attractions include interactive exhibits, a Lego 4D cinema, themed rides, and creative workshops. Currently, LEGOLAND Discovery Center currently operates 20 locations in the United States. LEGOLAND Discovery Center has been a tenant at the Arizona Mills Property since April 2016 and occupies 65,013 SF on a lease that expires in December 2031, with three, five-year renewal options. Sales for LEGOLAND Discovery Center at the Arizona Mills Property were reported at $67 PSF, $65 PSF, $31 PSF and $66 PSF for 2018, 2019, 2020 and 7/31/2021 TTM, respectively.

 

Conn’s (40,057 SF, 3.2% of NRA, 2.6% of underwritten base rent). Conn’s operates as a specialty retailer of durable consumer goods and related services in the United States. It operates through two segments, Retail and Credit. The company’s stores offer furniture and mattresses, including furniture and related accessories for the living room, dining room, and bedroom, as well as traditional and specialty mattresses; and home appliances, such as refrigerators, freezers, washers, dryers, dishwashers, and ranges. Conn’s currently operates more than 140 retail locations in 14 states. Conn’s has been a tenant at the Arizona Mills Property since July 2013 on a lease that extends through June 2023, with four, five-year renewal options. Conn’s is not required to report sales.

 

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

T-47

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

Tilt (37,348 SF, 3.0% of NRA, 0.6% of underwritten base rent). Tilt features a dynamic roster of more than 150 classic and modern interactive video and redemption prize games for all skill levels. Tilt also offers an array of American and regional cuisine at the BYO Craft Kitchen & Bar, and offers beer, wine and specialty cocktails at the Taproom at Tilt Studio Bar. Tilt has been a tenant since August 2016 on a lease that extends through August 2026 with one, five-year renewal option.

 

The following table presents certain information relating to the tenancy at the Arizona Mills Property:

 

Tenant Summary(1)
7/31/2021 TTM Sales
Tenant NameCredit Rating (Fitch/Moody’s/ S&P)(2)Tenant SF% of Total SFAnnual UW Rent% of Total Annual
UW Rent
Annual UW Rent PSF

Sales $

Sales PSF / Screen

Occ Cost %

Lease ExpirationRenewal Options
Anchor Tenants
Harkins Theaters/IMAXNR/NR/NR92,2537.5%$1,867,2018.0%$20.24$3,648,494$202,69451.4%7/31/20353 x 5 yr
Burlington(3)NR/NR/BB+80,4266.5%$525,4072.3%$6.53$17,936,607$2234.4%1/31/20231 x 5 yr
LEGOLAND Discovery CenterNR/NR/CCC+65,0135.3%$213,6000.9%$3.29$4,272,004$666.1%12/31/20313 x 5 yr
Conn’sNR/B1/B40,0573.2%$600,8552.6%$15.00NAVNAVNAV6/30/20234 x 5 yr
TiltNR/NR/NR37,3483.0%$142,8790.6%$3.83NAVNAVNAV8/31/20261 x 5 yr
Overtime by Dick’s Sporting GoodsNR/NR/NR34,3412.8%$343,4101.5%$10.00NAVNAVNAV1/31/20263 x 5 yr
MarshallsNR/A2/A31,3152.5%$360,1231.5%$11.50$3,842,977$12312.8%12/31/20263 x 5 yr
Forever 21NR/NR/NR

30,822

2.5%

$902,076

3.9%

$29.27

$6,042,037$19616.7%1/31/2023NAP
Anchor Subtotal/Wtd. Avg.411,57533.3%$4,955,55021.3%$12.04
Junior Anchor Tenants
Ross Dress For LessNR/A2/ BBB+29,7342.4%$416,2761.8%$14.00$10,369,347$3495.3%1/31/2023NAP
American FreightNR/NR/NR29,3902.4%$337,9851.5%$11.50NAVNAVNAV9/16/2022NAP
Sea Life CentreNR/NR/CCC+25,5902.1%$307,4681.3%$12.02$2,434,633$9516.1%12/31/20253 x 5 yr
Camille La VieNR/NR/NR22,7741.8%$120,0000.5%$5.27NAVNAVNAV12/31/2028NAP
dd’s(4)NR/A2/BBB+21,0001.7%$255,1501.1%$12.15NAVNAVNAV12/31/2031NAP
Rainforest CafeNR/Caa2/NR

20,057

1.6%

$220,000

0.9%

$10.97

$2,626,274$1318.4%12/31/2023NAP
Junior Anchor Subtotal/Wtd. Avg.148,54512.0%$1,656,8797.1%$11.15
In-Line/Pad Tenants481,45639.0%$16,628,12171.5%$34.54
Vacant Space

193,093

15.6%

$0

0.0%

$0.00

Total/Wtd. Avg.1,234,669100.0%$23,240,551100.0%$22.31(5)

 

 

(1)Information is based on the underwritten rent roll dated August 23, 2021.

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

(3)Annual UW Rent for Burlington includes 1.5% of gross sales in excess of $15,079,875, which equates to an additional $0.53 PSF based on 7/31/2021 TTM sales.

(4)dd’s has an executed lease and is expected to open for operations in December 2021.

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

 

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

T-48

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

The following table presents certain information relating to the lease rollover schedule at the Arizona Mills Property:

 

Lease Rollover Schedule(1)(2)
Year# of Leases RollingSF RollingUW Rent PSF RollingApprox. % of Total SF RollingApprox. Cumulative % of SF RollingTotal UW Rent RollingApprox. % of Total Rent RollingApprox. Cumulative % of Total Rent Rolling
MTM / 20211324,573$53.342.0%2.0%$1,310,6085.6%5.6%
202221133,265$26.7410.8%12.8%$3,563,34815.3%21.0%
202339339,471$22.0027.5%40.3%$7,467,15332.1%53.1%
20241752,615$37.984.3%44.5%$1,998,1328.6%61.7%
20251676,548$27.606.2%50.7%$2,112,5239.1%70.8%
202618154,743$15.6212.5%63.3%$2,416,95510.4%81.2%
2027311,130$23.760.9%64.2%$264,4911.1%82.3%
2028426,156$11.062.1%66.3%$289,1901.2%83.6%
2029212,834$30.561.0%67.3%$392,1791.7%85.3%
2030727,174$33.442.2%69.5%$908,8343.9%89.2%
2031590,813$7.167.4%76.9%$649,9372.8%92.0%
2032 & Beyond492,254$20.247.5%84.4%$1,867,2018.0%100.0%
Vacant0193,093$0.0015.6%100.0%$00.0%100.0%
Total/Wtd. Avg.1491,234,669$22.31(3)100.0% $23,240,551100.0% 

 

 

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

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

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

 

COVID-19 Update. The first debt service payment on the Arizona Mills Whole Loan is due in October 2021 and, as of September 15, 2021, the Arizona Mills Whole Loan is not subject to any forbearance, modification or debt service relief request. On March 19, 2020, after extensive discussions with federal, state and local officials and in recognition of the need to address the spread of COVID-19, Simon closed all of its retail properties in the United States. The Arizona Mills Property re-opened on May 18, 2020. Rent collections from April through December 2020 were approximately 94%, while collections in 2021 have been over 96% and are back at typical pre-COVID-19 levels. As of September 10, 2021, the borrower sponsor has reported that 99.0% of the expected July and August 2021 rent payments were received.

 

The Market. The Arizona Mills Property is located at the intersection of Interstate 10 (I-10) and US Route 60 (US 60), two of the major thoroughfares in the Phoenix metropolitan statistical area. Bordered by Mesa to the east, Scottsdale to the north and Guadalupe and Chandler to the south, the Arizona Mills Property is located approximately 4.5 miles south of Phoenix Sky Harbor Airport and approximately 3.5 miles from Arizona State University, which has an enrollment of over 70,000 students. The Arizona Mills Property is approximately 1.8 miles from the baseball spring training facility Tempe Diablo Stadium, and also benefits from an adjacent cluster of hotels including the Holiday Inn Express & Suites Tempe, Sonesta ES Suites Tempe, SpringHill Suites by Marriott Tempe at Arizona Mills Mall, Hotel Tempe/Phoenix Airport InnSuites Hotel & Suites, Sonesta Simply Suites Phoenix Tempe, Ramada by Wyndham Tempe/At Arizona Mills Mall, Tempe by the Mall Phoenix Airport Hotel and TownPlace Suites by Marriott Tempe at Arizona Mills.

 

The Arizona Mills Property serves the greater 2,000 square-mile Phoenix area, which includes the cities of Chandler, Glendale, Scottsdale and Tempe among others. The City of Tempe continues to grow, bringing in company headquarters such as Carvana and State Farm. The Arizona Mills Property is part of the greater Phoenix area retail market and the Tempe, AZ retail submarket. According to a third party market report, the Phoenix retail market average asking rents are $19.73 and market vacancy is 7.6%. According to a third party market report, the Tempe, AZ retail submarket average asking rents are $19.17 and vacancy is 6.5%. The Arizona Mills Property benefits from strong demographics in terms of population density. The estimated 2021 population within a 1-, 3- and 5-mile radius of the Arizona Mills Property was 19,537, 119,619 and 294,558, respectively. The estimated 2021 average household income within the same radii was $63,802, $76,801 and $85,570, respectively.

 

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

T-49

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

The following table presents certain information relating to the appraisal’s market rent conclusion for the Arizona Mills Property:

 

Market Rent Summary
Tenant TypeMarket Rent (PSF)Lease Term (Yrs)Rental Increase Projection
Less than 1,000 SF$65.0073.0%
1,000-1,999 SF$55.0073.0%
2,000-2,999 SF$42.5073.0%
3,000-4,999 SF$35.0073.0%
5,000-9,999 SF$30.0073.0%
Over 10,000 SF$25.0073.0%
Jewelry$100.0073.0%
Food Court$125.0073.0%
Kiosk$750.0073.0%
Restaurant$25.001010% Mid-term
ATM$250.007Flat
Major$11.501010% Mid-term
Theater$20.001010% Mid-term
Anchor$7.501010% Mid-term

 

The following table presents information regarding certain competitive properties to the Arizona Mills Property:

 

Competitive Property Summary

Property 

Address 

Detailed Property Type 

Year Built / Renovated

Size (SF) 

Occ%Major Tenants             Distance From Subject

Arizona Mills

5000 South Arizona Mills Circle

Tempe, AZ

Anchored1997 / NAP1,234,669(1)84.4%(1)Harkins Theater, Burlington, LEGOLAND Discovery Center, Conn’s HomePlus, Tilt Studio, Overtime by Dick’s Sporting Goods, Marshalls, Forever 21, Ross Dress for Less, American Freight, Sea Life Centre(1)NAP

Arrowhead Towne Center

7700 West Arrowhead Towne Center Drive

Glendale, AZ

Super Regional Mall1993 / 20151,197,000100.0%Dick’s Sporting Goods, Dillard’s, JC Penney, Macy’s, H&M35.7 mi

Biltmore Fashion Park

2502 East Camelback Road

Phoenix, AZ

Regional Mall1963 / 2006622,000100.0%Macy’s, Saks Fifth Avenue, Arhaus, Life Time Fitness12.4 mi

Scottsdale Fashion Square

6900 East Camelback Road

Scottsdale, AZ

Super Regional Mall1964 / 20181,845,00099.9%Dillard’s, Nordstrom, Crate & Barrel, Forever 21, H&M, Harkins Theater, Neiman Marcus9.3 mi

Chandler Fashion Center

3101-3199 West Chandler Boulevard

Chandler, AZ

Super Regional Mall2001 / NAP1,318,000100.0%Barnes & Noble, Dillard’s, Macy’s, Forever 21, Harkins Theater9.7 mi

Kierland Commons

15220-15230 North Scottsdale Road

Scottsdale, AZ

Lifestyle Center1999 / 2005367,07587.7%Arhaus, Crate & Barrel24.3 mi

Desert Sky Mall

7535-7835 West Thomas Road

Phoenix, AZ

Super Regional Mall1980 / 2007844,98083.1%Burlington, Curacao, Dillard’s, Mercado de los Cielos21.3 mi

Village Square at Dana Park

1758 South Val Vista Drive

Mesa, AZ

Community Center2001 / 2009366,26282.5%AJ’s Fine Foods, Barnes & Noble12.6 mi

 

 

Source: Appraisal 

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

 

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

T-50

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

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

 

Cash Flow Analysis
2018201920207/31/2021 TTMUWUW PSF
Base Rent(1)$22,547,536$21,299,749$19,222,186$18,776,078$19,391,064$15.71
Contractual Rent Steps(2)$0$0$0$0$191,943$0.16
Income from Vacant Units$0$0$0$0$6,660,907$5.39
Overage Rent(3)$515,507$538,530$338,376$1,556,650$1,964,680$1.59
Percent In Lieu(3)$438,206$439,359$857,691$954,377$1,692,865$1.37
Expense Reimbursement

$11,371,247

$11,303,201

$10,415,098

$10,039,140

$9,464,363

$7.67

Net Rental Income$34,872,496$33,580,839$30,833,351$31,326,245$39,365,821$31.88
Temp / Specialty Leasing Income$3,437,567$3,505,644$2,494,953$2,815,844$3,072,323$2.49
Other Income(4)$623,994$625,632$353,015$414,783$396,573$0.32
(Vacancy & Credit Loss)

($72,683)

($79,354)

($5,362,228)

($1,491,485)

($6,660,907)

($5.39)

Effective Gross Income$38,861,374$37,632,761$28,319,091$33,065,387$36,173,810$29.30
Real Estate Taxes$2,813,372$2,751,446$2,808,093$2,575,788$2,939,737$2.38
Insurance$432,436$457,171$529,032$545,392$583,936$0.47
Other Operating Expenses

$7,904,199

$7,794,333

$5,905,025

$6,445,965

$7,122,683

$5.77

Total Operating Expenses$11,150,007$11,002,950$9,242,150$9,567,145$10,646,356$8.62
Net Operating Income$27,711,367$26,629,811$19,076,941$23,498,242$25,527,454$20.68
Replacement Reserves$0$0$0$0$407,441$0.33
TI/LC

$0

$0

$0

$0

$1,234,669

$1.00

Net Cash Flow$27,711,367$26,629,811$19,076,941$23,498,242$23,885,344$19.35
Occupancy %99.8%99.8%82.6%84.4%(5)83.1%(7)
NOI DSCR(6)4.95x4.76x3.41x4.20x4.56x
NCF DSCR(6)4.95x4.76x3.41x4.20x4.27x
NOI Debt Yield(6)27.8%26.7%19.1%23.5%25.6%
NCF Debt Yield(6)27.8%26.7%19.1%23.5%23.9%

 

 

(1)UW Base Rent is based on the underwritten rent roll dated August 23, 2021, with adjustments made for executed leases and tenants that have given notice to vacate.

(2)UW Contractual Rent Steps were taken through October 2022 ($191,943).

(3)UW Overage Rent and UW Percent In Lieu are based on the terms of applicable leases using TTM July 2021 sales figures.

(4)UW Other Income includes income from ATMs, rooftop cellular antenna income, stroller rentals, beverage case rentals, sponsorships, food court digital display income and other miscellaneous income.

(5)Represents occupancy as of August 23, 2021.

(6)Debt service coverage ratios and debt yields are based on the Arizona Mills Whole Loan.
(7)Represents economic occupancy.

 

Escrows and Reserves.

 

Real Estate Taxes – The borrower is required to deposit monthly to a real estate tax reserve 1/12 of the annual estimated real estate taxes. Provided no event of default is continuing, in lieu of monthly deposits to the real estate tax reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from the non-recourse carveout guarantor.

 

Insurance – Unless the Arizona Mills Property is covered by a blanket policy, the borrower is required to deposit monthly 1/12 of the annual estimated insurance premiums to the insurance reserve. Provided no event of default is continuing, in lieu of monthly deposits to the insurance reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from the non-recourse carveout guarantor.

 

Replacement Reserve – The borrower is required to deposit monthly $33,953 for replacements to the Arizona Mills Property, subject to a cap of $814,882 (except such cap will not apply during a Lockbox Event Period (as defined below)). Provided no event of default is continuing, in lieu of monthly deposits to the replacement reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from the non-recourse carveout guarantor.

 

TI/LC Reserve – The borrower is required to deposit monthly $154,334 for future tenant improvements and leasing commissions, subject to a cap of $3,704,007 (except such cap will not apply during a Lockbox Event Period). Provided no event of default is continuing, in lieu of monthly deposits to the TI/LC reserve, the borrower is permitted to provide a letter of credit or a guaranty for such amounts from the non-recourse carveout guarantor.

 

Lockbox and Cash Management. The Arizona Mills Whole Loan is structured with a hard lockbox and springing cash management. All rents from the Arizona Mills Property are required to be deposited directly to the lockbox account and so long as a Lockbox Event Period is not continuing, funds in the lockbox account will be transferred to the borrower’s operating account. During a Lockbox Event Period, the borrower will not have access to the funds in the lockbox account and such funds will be transferred weekly to the lender-controlled cash management account and disbursed according to the Arizona

 

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

T-51

 

 

Retail – AnchoredLoan # 2Cut-off Date Balance: $74,888,072
5000 South Arizona Mills CircleArizona MillsCut-off Date LTV: 32.4%
Tempe, AZ 85282 UW NCF DSCR: 4.27x
  UW NOI Debt Yield: 25.6%

  

Mills Whole Loan documents. During a Lockbox Event Period, all excess cash is required to be held by the lender as additional security for the Arizona Mills Whole Loan.

 

A “Lockbox Event Period” will occur during any of (i) the period commencing upon the occurrence of an event of default and continuing until cured, (ii) anytime after any bankruptcy action by the borrower, (iii) the period commencing upon any bankruptcy action by the property manager if the property manager is an affiliate of the borrower, and continuing until cured by either (x) the discharge or dismissal of the bankruptcy action without any adverse consequences to the Arizona Mills Property within 90 days or (y) the replacement of the manager by a qualified manager within 60 days, or (iv) the period commencing when the trailing four- calendar quarter debt yield on the Arizona Mills Whole Loan is less than 15.0% for two consecutive calendar quarters until cured by the trailing four- calendar quarter debt yield on the Arizona Mills Whole Loan being greater than or equal to 15.0% for two consecutive calendar quarters. A Lockbox Event Period may not be cured more than five times during the term of the Arizona Mills Whole Loan.

 

Additional Secured Indebtedness (not including trade debts). None.

 

Mezzanine Loan and Preferred Equity. None.

 

Release of Property. In the event that the tenant Joe’s Crab Shack exercises its option to purchase its leased premises, the borrower may obtain the release of the related parcel upon the satisfaction of certain conditions, including (i) if the release occurs during the REMIC prohibition period, the borrower pays a release price of $1,000,000 and a yield maintenance premium or (ii) if the release occurs after the expiration of the REMIC prohibition period, the borrower partially defeases the Arizona Mills Whole Loan in the amount of $1,000,000.

 

Letter of Credit. None.

 

Right of First Offer/Right of First Refusal. None.

 

Ground Lease. None.

 

Terrorism InsuranceThe borrower is required to obtain and maintain property insurance and business interruption insurance for 18 months plus a 365-day extended period of indemnity. Such insurance is required to cover perils of terrorism and acts of terrorism; provided that, if the Terrorism Risk Insurance Program Reauthorization Act of 2015 is not in effect and such policies contain an exclusion for acts of terrorism, the borrower will only be required to pay for terrorism insurance a maximum of two times the annual insurance premiums payable for the Arizona Mills Property at the time with respect to the property and business interruption policies (excluding the earthquake components of such premiums) on a stand-alone basis. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

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

T-52

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK) 

 

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

T-53

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

 

 

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

T-54

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

 

 

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

T-55

 

 

Mortgage Loan No. 3 – ExchangeRight Portfolio 50

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:BANA Single Asset/Portfolio:Portfolio
Credit Assessment (Fitch/KBRA/S&P):NR/NR/NR Location(3):Various
Original Balance:$66,940,000 General Property Type(3):Various
Cut-off Date Balance:$66,940,000 Detailed Property Type(3):Various
% of Initial Pool Balance:5.2% Title Vesting:Fee
Loan Purpose:Acquisition Year Built/Renovated(3):Various/Various
Borrower Sponsor:ExchangeRight Real Estate, LLC Size:388,591 SF
Guarantors:David Fisher, Joshua Ungerecht and Cut-off Date Balance PSF:$172
 Warren Thomas Maturity Date Balance PSF:$172
Mortgage Rate:3.2637% Property Manager:NLP Management, LLC
Note Date:9/10/2021  (borrower-related)
First Payment Date:11/1/2021   
Maturity Date:10/1/2031   
Original Term to Maturity:120 months   
Original Amortization Term:0 months   
IO Period:120 months Underwriting and Financial Information(4)
Seasoning:0 months UW NOI:$5,956,582
Prepayment Provisions:L(24),D(93),O(3) UW NOI Debt Yield:8.9%
Lockbox/Cash Mgmt Status:Hard/Springing UW NOI Debt Yield at Maturity:8.9%
Additional Debt Type:No UW NCF DSCR:2.60x  
Additional Debt Balance:NAP Most Recent NOI(5):NAP
Future Debt Permitted (Type):No (NAP) 2nd Most Recent NOI(5):NAP
Reserves(1) 3rd Most Recent NOI(5):NAP
TypeInitialMonthlyCap Most Recent Occupancy:100.0% (10/1/2021)
RE Taxes:$262,209$47,888NAP 2nd Most Recent Occupancy(5):NAP
Insurance:$1,939$646NAP 3rd Most Recent Occupancy(5):NAP
Replacement Reserve:$360,000$2,730NAP Appraised Value (as of)(6)(7):$109,220,000 (Various)
Deferred Maintenance:$76,699$0NAP Appraised Value PSF(6)(7):$281
TI/LC Reserve:$500,000SpringingNAP Cut-off Date LTV Ratio(7):61.3%
Other Reserve(2):$413,750$0NAP Maturity Date LTV Ratio(7):61.3%
       
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount:$66,940,00060.4% Purchase Price:$107,870,65897.3%
Borrower Equity:$43,903,37939.6% Closing Costs:$1,358,1241.2%
    Reserves:$1,614,5971.5%
Total Sources:$110,843,379100.0% Total Uses:$110,843,379100.0%

 

 

(1)See “Escrows and Reserves” section below for further discussion of reserve requirements.
(2)Other reserve consists of an environmental reserve ($403,750) and a reserve related to the Dollar General - Marietta (River), PA property ($10,000).
(3)See “The Properties” section below.
(4)The novel coronavirus pandemic is an evolving situation and could impact the ExchangeRight Portfolio 50 Mortgage Loan (as defined below) more severely than assumed in the underwriting of the ExchangeRight Portfolio 50 Mortgage Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above and herein. See “Risk Factors-Risks Related to Market Conditions and Other External FactorsThe Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the prospectus.
(5)Historical occupancy and NOI are unavailable because the ExchangeRight Properties (as defined below) were acquired by the borrower sponsor between February 10, 2021 and August 20, 2021.
(6)The individual appraised value as-of dates are between July 6, 2021 and August 23, 2021.
(7)The appraiser also provided as-dark values assuming the ExchangeRight Properties are unoccupied, which aggregate as-dark value for the portfolio was $72,130,000, resulting in a Cut-off Date LTV Ratio and Maturity Date LTV Ratio of 93.0%.

 

The Mortgage Loan. The third largest mortgage loan (the “ExchangeRight Portfolio 50 Mortgage Loan”) is evidenced by a promissory note in the original principal amount of $66,940,000 and secured by the fee interests in 30 net leased, single-tenant retail and medical office properties located in seventeen states (the “ExchangeRight Properties”).

 

The Borrower and the Borrower Sponsor. The borrower for the ExchangeRight Portfolio 50 Mortgage Loan is ExchangeRight Net-Leased Portfolio 50 DST (the “ExchangeRight Portfolio 50 Borrower”), a Delaware statutory trust. The borrower sponsor is ExchangeRight Real Estate, LLC, which has more than 14 million SF of commercial properties under management and owns more than 900 properties located in 40 states. David Fisher, Joshua Ungerecht and Warren Thomas (collectively, the “Individual Guarantors”) are the guarantors of certain non-recourse carveout liabilities under the ExchangeRight Portfolio 50 Mortgage Loan and the owners of ExchangeRight Real Estate, LLC. The ExchangeRight Portfolio 50 Borrower has master leased the ExchangeRight Properties to a master tenant (the “ExchangeRight Portfolio 50 Master Tenant”) owned by ExchangeRight Real Estate, LLC, which is in turn owned by the Individual Guarantors. The ExchangeRight Portfolio 50 Master Tenant is a Delaware limited liability company structured to be bankruptcy-remote, with one independent director. The master lease generally imposes responsibility on the ExchangeRight Portfolio 50 Master Tenant for the operation, maintenance and management of the ExchangeRight Properties and payment of all expenses incurred in the maintenance and repair of

 

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

T-56

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

the Exchange Right Properties, other than capital expenses. The ExchangeRight Portfolio 50 Master Tenant’s interest in all tenant rents was assigned to the ExchangeRight Portfolio 50 Borrower, which in turn collaterally assigned its interest to the lender. The master lease is subordinate to the ExchangeRight Portfolio 50 Mortgage Loan and, upon an event of default under the ExchangeRight Portfolio 50 Mortgage Loan, the lender has the right to cause the ExchangeRight Portfolio 50 Borrower to terminate the master lease. A default under the master lease is an event of default under the ExchangeRight Portfolio 50 Mortgage Loan and gives rise to recourse liability to the non-recourse carveout guarantors for losses, unless such default arises solely in connection with the failure of the ExchangeRight Portfolio 50 Master Tenant to pay rent as a result of the ExchangeRight Properties not generating sufficient cash flow for the payment of such rent.

 

The lender has the right to require the ExchangeRight Portfolio 50 Borrower to convert from a Delaware statutory trust to a limited liability company upon (i) an event of default or the lender’s good faith determination of imminent default under the ExchangeRight Portfolio 50 Mortgage Loan, (ii) the lender’s good faith determination that the ExchangeRight Portfolio 50 Borrower will be unable to make a material decision or take a material action required in connection with the operation and maintenance of any ExchangeRight Property, and (iii) 90 days prior to the maturity date of the ExchangeRight Portfolio 50 Mortgage Loan, if an executed commitment from an institutional lender to refinance the ExchangeRight Portfolio 50 Mortgage Loan is not delivered to the lender.

 

At any time after September 10, 2022, the borrower sponsor has the right to effect a one-time transfer of all (but not less than all) of the outstanding ownership interests in the ExchangeRight Portfolio 50 Borrower to an Approved Transferee (as defined below) and to replace the non-recourse carveout guarantors with a person or entity affiliated with such Approved Transferee or with an Approved Replacement Guarantor (as defined below); provided that certain conditions are satisfied, including among others: (i) no event of default has occurred and is continuing, (ii) the Approved Transferee or Approved Replacement Guarantor owns not less than 51% of the beneficial ownership interests in, and controls, the ExchangeRight Portfolio 50 Borrower and ExchangeRight Portfolio 50 Master Tenant, (iii) the Approved Replacement Guarantor executes a non-recourse carveout guaranty and environmental indemnity pursuant to which it agrees to be liable (from and after the transfer) for all indemnity obligations (including environmental liabilities and obligations) for which the existing non-recourse carveout guarantors are liable under the non-recourse carveout guaranty and environmental indemnity, (iv) the delivery of a REMIC opinion, a non-consolidation opinion and other opinions required by the lender and (v) the receipt of confirmation from each rating agency that such transfer and guarantor replacement will not result in a downgrade of the respective ratings assigned to the BANK 2021-BNK36 certificates (such a transfer and replacement, a “Qualified Transfer”). A Cash Management Period (as defined below) will be triggered if a Qualified Transfer does not occur by October 1, 2028 (36 months prior to the maturity date of the ExchangeRight Portfolio 50 Mortgage Loan). See “Lockbox and Cash Management” below.

 

In addition, to cure a Qualified Transfer Trigger Event (such event being the monthly payment date that is thirty-six (36) months prior to the loan maturity date), the ExchangeRight Portfolio 50 Borrower may elect to convert from a Delaware statutory trust to a limited liability company to effectuate a Qualified Transfer to an Approved Transferee. Provided however that, any such Approved Transferee, in addition to all other attributes set forth in the Approved Transferee definition, is required to (i) have a minimum net worth of at least $200,000,000 and total assets of at least $400,000,000, each as determined by the lender, or an investment grade rating, (ii) in lieu of executing the replacement non-recourse carveout guaranty, and prior to any release of any guarantor, execute and deliver to the lender a full recourse guaranty, in a form reasonably acceptable to the lender, guaranteeing payment of the entire amount of the ExchangeRight Portfolio 50 Mortgage Loan, (iii) at all times own no less than 100% of the legal and beneficial ownership interests in the ExchangeRight Portfolio 50 Borrower, (iv) not be a Delaware statutory trust, and (v) cause the ExchangeRight Portfolio 50 Borrower to effectuate a conversion pursuant to the terms of the loan documents. Notwithstanding the foregoing, a conversion will not be required to cure the Qualified Transfer Trigger Event if the ExchangeRight Portfolio 50 Borrower (i) is solely owned by a person under the control of the Individual Guarantors, (ii) is no longer treated as an investment trust pursuant to Regulation Section 301.7701-4(c) of the Internal Revenue Code, (iii) is no longer subject to any operating restrictions contained in its trust agreement and (iv) has delivered to the lender other documentation and opinions reasonably requested by the lender.

 

“Approved Transferee” means (A) a depository institution that satisfies certain ratings criteria and is wholly-owned and controlled by a bank, savings and loan association, investment bank, insurance company, trust company, Approved REIT, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan or institution similar to any of the foregoing or (B) any person that (1)(i) has never been indicted or convicted of, or pled guilty or no contest to a felony, (ii) has never been indicted or convicted of, or pled guilty or no contest to a Patriot Act offense and is not on any government watch list, (iii) has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding and (iv) has no material outstanding judgments, litigations or regulatory actions against it or its interests, (2) is regularly engaged in the business of owning or operating commercial properties, or interests therein, which are similar to the ExchangeRight Properties, (3) owns interests in, or operates, at least five properties with a minimum of 750,000 SF in the aggregate and (4) satisfies certain net worth or ratings criteria.

 

“Approved Replacement Guarantor” means (A) any person that (1)(i) has never been indicted or convicted of, or pled guilty or no contest to a felony, (ii) has never been indicted or convicted of, or pled guilty or no contest to a Patriot Act offense and is not on any government watch list, (iii) has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) bankruptcy proceeding and (iv) has no material outstanding judgments, litigations or regulatory actions against it or its interests, (2) who either (i) possesses the experience and enjoys a reputation and standing in the business community, which in the lender’s discretion and based on underwriting and credit criteria typically applied to similar loans which are sold in the secondary market, is sufficient and comparable to others who own and operate properties similar in size, use, value and location to the ExchangeRight Property, or (ii) is at all times (y) collectively owned, directly or indirectly, by David Fisher, Joshua Ungerecht and Warren Thomas in an amount not less than one percent (1%) and (z) Controlled by David Fisher, Joshua Ungerecht and Warren Thomas, (3) possesses the financial strength which in the lender’s discretion and based on underwriting and credit criteria typically applied to similar loans which are sold in the secondary market, is sufficient and comparable to others who own and operate properties similar in size, use, value and location to the Property and (4) whose approval, at the lender’s option, may be conditioned upon the lender’s receipt of rating agency confirmation.

 

“Approved REIT” means a real estate investment trust, or the operating partnership that such real estate investment trust controls, that (i) is a qualified transferee, (ii) is not a sanctioned entity, (iii) is at all times (a) owned, directly or indirectly, by David Fisher, Joshua Ungerecht and Warren Thomas, in a combined amount that is not less than 1% of all equity interests (provided, however, that if the value of such direct or indirect equity interests at the time of the transfer is at least equal to $15,000,000, such 1% requirement will be reduced to the pro rata percentage which $15,000,000 equates to (i.e., if the value of the REIT is $1,750,000,000, such percentage would be 0.857% ($15,000,000/$1,750,000,000), so that guarantor owns an equity interest equal to a value of at least $15,000,000), and (b) controlled by David Fisher, Joshua Ungerecht and Warren Thomas.

 

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

T-57

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

The Properties. The ExchangeRight Properties are comprised of 30 single-tenant properties including eleven discount retailers, six medical offices, six pharmacies, four bank branches, two paint stores and one grocery store, totaling 388,591 SF and located across seventeen states. No property releases are permitted. Built between 1924 and 2021, with 8 of the 30 properties built between 2019 and 2021 (inclusive), the ExchangeRight Properties range in size from 4,809 SF to 54,340 SF. The ExchangeRight Properties are net leased to the following eleven nationally recognized tenants operating in diverse segments: Walgreens, Dollar General, Publix, First Midwest Bank, WellMed, Octapharma, Dollar Tree, Family Dollar, Sherwin Williams, Fresenius Kidney Care and CVS Pharmacy. 27 of the 30 properties are leased to investment grade rated tenants. The ExchangeRight Properties have a weighted average remaining lease term of approximately 11.5 years. Leases representing 51.0% of NRA and 46.5% of the underwritten base rent expire after the maturity date of the ExchangeRight Portfolio 50 Mortgage Loan. For the purposes of the preceding two sentences, the Walgreens leases that grant early termination rights to Walgreens, and the Octapharma - Riverdale (Riverdale), MD lease that grants a one-time termination option to Octapharma, were assumed to expire on the date when the earliest termination right under the lease, if exercised, would be effective.

 

The following table presents certain information relating to the state locations of the ExchangeRight Properties:

 

Location Summary(1)
StateNo. of PropertiesApprox.
% of SF
Approx. %
of Total Annual
UW Base Rent
Illinois515.6% 16.9% 
Alabama114.0% 11.3% 
Ohio38.3% 8.0% 
Texas38.0% 7.8% 
Louisiana27.5% 8.8% 
Indiana26.8% 10.1% 
Mississippi25.1% 3.3% 
Pennsylvania25.0% 4.7% 
Maryland14.7% 4.3% 
Oklahoma23.9% 3.5% 
Florida13.8% 3.7% 
Washington13.8% 5.3% 
California13.8% 5.8% 
New Jersey13.3% 2.0% 
North Carolina12.3% 1.3% 
North Dakota12.3% 1.5% 
Iowa11.5% 1.6% 
Total/Wtd. Avg.30100.0% 100.0% 

 

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

 

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

T-58

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

The following table presents certain information relating to the ExchangeRight Properties, which are presented in descending order of their Appraised Values.

 

ExchangeRight Properties Summary 

Property Name 

Year Built/

Renovated

Tenant NRSF%of
Portfolio NRSF
Lease Expiration
Date(1)
Appraised
Value
% of
Portfolio Appraised Value
Annual
UW Base
  Rent
Annual
UW Base Rent PSF
% of Annual
UW Base Rent
Renewal Options(2)
Publix- Madison Commons - Madison (Hughes), AL2019 / NAP54,34014.0%10/31/2038$14,000,000(3)12.8%$733,590$13.5011.3%8 x 5 yr
First Midwest Bank - Highland (Indianapolis), IN1997 / 200515,8384.1%9/30/2030$7,150,0006.5%$452,328$28.567.0%5 x 5 yr
Walgreens - Fresno (Blackstone), CA2008 / NAP14,7403.8%7/31/2033$6,200,0005.7%$375,000$25.445.8%50 x 1 yr
Walgreens - Vancouver (114th), WA2005 / NAP14,8203.8%2/7/2031$6,000,0005.5%$345,000$23.285.3%10 x 5 yr
Walgreens - Broussard (Saint Nazaire), LA2008 / NAP14,4903.7%1/31/2033$5,210,0004.8%$302,004$20.844.7%5 x 10 yr
First Midwest Bank - Joliet (2801 Jefferson), IL1976 / NAP17,6684.5%9/30/2030$5,070,0004.6%$325,166$18.405.0%5 x 5 yr
Walgreens - New Albany (New Albany), OH2006 / NAP14,7313.8%9/30/2031$5,000,0004.6%$301,500$20.474.7%10 x 5 yr
Octapharma - Riverdale (Riverdale), MD1971 / 202018,2004.7%2/29/2032$4,900,0004.5%$280,800$15.434.3%3 x 5 yr
Walgreens - Bossier City (Airline), LA2006 / NAP14,8203.8%2/28/2031$4,640,0004.2%$266,740$18.004.1%None
Octapharma - Chicago (95th), IL1949 / 202015,0253.9%12/31/2031$4,450,0004.1%$253,760$16.893.9%3 x 5 yr
First Midwest Bank - Mundelein (Allanson), IL2002 / NAP4,8091.2%9/30/2030$4,290,0003.9%$272,597$56.684.2%5 x 5 yr
WellMed - El Paso (Yarbrough), TX1988; 2017 / 201813,7573.5%10/31/2030$4,000,0003.7%$254,394$18.493.9%2 x 5 yr
WellMed - Plant City (Alexander), FL1998 / 201714,9433.8%7/31/2030$3,810,0003.5%$238,357$15.953.7%2 x 5 yr
CVS Pharmacy - Erie (Peninsula) PA2000 / NAP10,2822.6%1/1/2031$3,200,0002.9%$175,000$17.022.7%2 x 5 yr
Fresenius Kidney Care - Anderson (Jackson), IN2011 / NAP10,7502.8%2/28/2033$3,100,0002.8%$200,373$18.643.1%2 x 5 yr
WellMed - San Antonio (Military), TX1985 / 20158,3922.2%11/1/2030$2,420,0002.2%$145,200$17.302.2%2 x 5 yr
First Midwest Bank - McHenry (Richmond), IL1979 / NAP8,0452.1%9/30/2030$2,260,0002.1%$144,342$17.942.2%5 x 5 yr
Dollar General - Marietta (River), PA2020 / NAP9,1292.3%6/30/2036$2,175,0002.0%$126,997$13.912.0%3 x 5 yr
Dollar General - Pine Hill (Erial), NJ1924 / 1962; 1974; 2020-202112,9283.3%4/30/2031$2,150,0002.0%$129,978$10.052.0%4 x 5 yr
Dollar General - Purvis (Old US 11), MS2021 / NAP10,7952.8%6/1/2036$2,050,0001.9%$115,938$10.741.8%None
Family Dollar - South Point (Solida), OH2016 / NAP9,1802.4%3/31/2032$1,900,0001.7%$114,126$12.431.8%6 x 5 yr
Dollar Tree - Glenpool (Waco), OK2021 / NAP9,1202.3%6/30/2031$1,860,0001.7%$116,100$12.731.8%3 x 5 yr
Sherwin Williams (Broken Arrow), OK2006 / NAP6,0001.5%5/1/2031$1,800,0001.6%$107,584$17.931.7%5 x 5 yr
Sherwin Williams - Ames (16th), IA2021 / NAP5,9801.5%2/1/2032$1,800,0001.6%$102,175$17.091.6%2 x 5 yr
Family Dollar - Warren (Youngstown), OH2016 / NAP8,3532.1%3/31/2032$1,725,0001.6%$103,844$12.431.6%6 x 5 yr
Dollar General - Lake Cormorant (Highway 301), MS2021 / NAP9,1002.3%6/30/2036$1,700,0001.6%$95,103$10.451.5%5 x 5 yr
Dollar General - Bismarck (Lincoln), ND2021 / NAP9,0262.3%7/23/2036$1,700,0001.6%$98,628$10.931.5%4 x 5 yr
Dollar General - Pharr (Minnesota), TX2021 / NAP9,1242.3%4/30/2036$1,650,0001.5%$103,413$11.331.6%5 x 5 yr
Dollar Tree – Richton Park (Sauk), IL2000 / 202115,1203.9%6/30/2031$1,640,0001.5%$98,280$6.501.5%None
Dollar General - Rocky Mount (Goldrock), NC2010 / NAP9,0862.3%5/31/2031$1,370,0001.3%$85,688$9.431.3%5 x 5 yr
Total/Weighted Average 388,591100.0% $109,220,000100.00%$6,464,006$16.63100.0% 

 

 

Source: Appraisals and underwritten rent roll.

(1)For the purposes of the table and loan underwriting, the Walgreens leases that grant early termination rights to Walgreens, and the Octapharma - Riverdale (Riverdale), MD lease, that grants a one-time termination option to Octapharma, were assumed to expire on the date when the earliest termination right under the lease, if exercised, would be effective.
(2)Where any termination right effective date has been assumed to be the lease expiration date, the Renewal Options as shown reflect periods between subsequent termination right effective dates.
(3)The City of Madison provided an incentive to bring Publix to the market, which incentive is paid quarterly to the landlord based on a percentage of the tax revenue from Publix’s sales. The incentive began in November 2018, with a maximum term of ten years and a maximum aggregate amount of $1.9M. The lender did not underwrite these benefits and the $14,000,000 Appraised Value excludes these benefits.

 

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

T-59

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

The following table presents a summary regarding the tenants at the ExchangeRight Properties:

 

Tenant Summary(1)
Tenant Name

Credit Rating

(S&P/ Moody’s/Fitch)(2)

No. of
Properties
Tenant SFApprox.% of SFAnnual UW Base
Rent
Annual UW
Base Rent
PSF
Approx. % of Total
Annual UW Base Rent
WalgreensBBB / Baa2 / BBB-573,60118.9%$1,590,244$21.6124.6%
Dollar GeneralBBB / Baa2 / NR769,18817.8%$755,745$10.9211.7%
PublixNR / NR / NR154,34014.0%$733,590$13.5011.3%
First Midwest BankBBB- / Baa2 / NR446,36011.9%$1,194,434$25.7618.5%
WellMedA+ / A3 / NR337,0929.5%$637,951$17.209.9%
OctapharmaNR / NR / NR233,2258.6%$534,560$16.098.3%
Dollar TreeBBB / Baa2 / NR224,2406.2%$214,380$8.843.3%
Family DollarBBB / Baa2 / NR217,5334.5%$217,970$12.433.4%
Sherwin WilliamsBBB / Baa2 / BBB211,9803.1%$209,758$17.513.2%
Fresenius Kidney CareBBB / Baa3 / BBB-110,7502.8%$200,373$18.643.1%
CVS PharmacyBBB / Baa2 / NR

1

10,282

2.6%

$175,000

$17.02

2.7%

Subtotal/Wtd. Avg.30388,591100.0%$6,464,006$16.63100.0%
Vacant Space

0

0

0.0%

Total/Wtd. Avg.30388,591100.0%

 

 

(1)Information is based on the underwritten rent roll.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

The following table presents certain information relating to the lease rollover at the ExchangeRight Properties:

 

Lease Rollover Schedule(1)(2)(3)
Year# of Leases
Rolling
SF RollingAnnual UW
Base Rent
PSF Rolling
Approx. %
of Total SF
Rolling
Approx.
Cumulative % of
SF Rolling
Total UW
Base Rent
Rolling
Approx. %
of Total UW
Base Rent
Rolling
Approx. Cumulative
% of Total UW Base
Rent Rolling
202100$0.000.0%0.0%$00.0%0.0%
202200$0.000.0%0.0%$00.0%0.0%
202300$0.000.0%0.0%$00.0%0.0%
202400$0.000.0%0.0%$00.0%0.0%
202500$0.000.0%0.0%$00.0%0.0%
202600$0.000.0%0.0%$00.0%0.0%
202700$0.000.0%0.0%$00.0%0.0%
202800$0.000.0%0.0%$00.0%0.0%
202900$0.000.0%0.0%$00.0%0.0%
2030783,452$21.9621.5%21.5%$1,832,38628.3%28.3%
203110121,932$15.4231.4%52.9%$1,879,63029.1%57.4%
2032 & Beyond13183,207$15.0247.1%100.0%$2,751,99142.6%100.0%
Vacant00$0.000.0%100.0%$00.0%100.0%
Total/Wtd. Avg.30388,591$16.63100.0% $6,464,006100.0% 

 

 
(1)Information is based on the underwritten rent roll.
(2)Certain tenants may have lease termination options that are exercisable prior to the stated expiration date of the subject lease or leases which are not considered in the lease rollover schedule.
(3)For the purposes of the table and loan underwriting, the Walgreens leases that grant early termination rights to Walgreens, and the Octapharma - Riverdale (Riverdale), MD lease, that grants a one-time termination option to Octapharma, were assumed to expire on the date when the earliest termination right under the lease, if exercised, would be effective.

 

COVID-19 Update. The first debt service payment on the ExchangeRight Portfolio 50 Mortgage Loan is due in November 2021 and, as of September 15, 2021, the ExchangeRight Portfolio 50 Mortgage Loan is not subject to any forbearance, modification or debt service relief request. As of September 1, 2021, 100.0% of the ExchangeRight Properties are open and operating, all tenants have remained current on all rent and lease obligations, and no lease modification or rent relief requests have been received.

 

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

T-60

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the ExchangeRight Properties:

 

Cash Flow Analysis(1)
 UWUW PSF
Gross Potential Rent(2)$6,464,006$16.63
Less Vacancy & Credit Loss

($323,200)

($0.83)

Effective Gross Income$6,140,806$15.80
   
Management Fee$184,224$0.47
Total Expenses

$184,224

$0.47

   
Net Operating Income$5,956,582$15.33
CapEx$32,762$0.08
TI/LC$174,971$0.45
Net Cash Flow

$5,748,848

$14.79

   
Occupancy %(3)95.0% 
NOI DSCR2.69x 
NCF DSCR2.60x 
NOI Debt Yield8.9% 
NCF Debt Yield8.6% 
   
   
(1) Historical financial information is not available because the ExchangeRight Properties were recently acquired by the borrower sponsor between February 10, 2021 and August 20, 2021.
(2)Gross Potential Rent includes straight-line average rent over the lesser of: (i) the loan term and (ii) the remaining lease term for investment grade tenants that have rent increases occurring during the applicable term, totaling $92,897.
(3)Occupancy % represents economic occupancy at the ExchangeRight Properties. As of October 1, 2021, the ExchangeRight Properties were 100.0% occupied.

 

Escrows and Reserves.

 

Real Estate Taxes – The ExchangeRight Portfolio 50 Borrower deposited at loan origination $262,209 for real estate taxes and is required to deposit monthly 1/12th of estimated annual real estate taxes (currently $47,888). For the properties where the tenant is responsible for paying taxes directly, commencing upon any of (i) an event of default under the ExchangeRight Portfolio 50 Mortgage Loan, (ii) an event of default under a tenant lease with respect to the applicable individual property, (iii) a tenant no longer being liable to pay property taxes directly to the taxing authority, or (iv) the ExchangeRight Portfolio 50 Borrower failing to provide evidence that such property taxes have been paid in full on or prior to the date when due, the ExchangeRight Portfolio 50 Borrower will be required to make monthly deposits for real estate taxes with respect to the applicable individual property (or, in the case of clause (i), all of the properties) in an amount equal to 1/12th of the estimated annual amount due.

 

Insurance – The ExchangeRight Portfolio 50 Borrower deposited at loan origination $1,939 for flood insurance and is required to deposit monthly 1/12th of estimated annual flood insurance premiums (currently $646). Unless waived due to a blanket policy acceptable to the lender being in place or any tenant being responsible for maintaining the required insurance, the ExchangeRight Portfolio 50 Mortgage Loan documents require that the ExchangeRight Portfolio 50 Borrower make monthly escrows of 1/12th of the estimated annual insurance premiums due.

 

Replacement Reserve – The ExchangeRight Portfolio 50 Borrower deposited at loan origination $360,000 and is required to deposit $2,730 monthly for replacements.

 

TI/LC Reserve – The ExchangeRight Portfolio 50 Borrower deposited at loan origination $500,000 for tenant improvements and leasing commissions. During an event of default, the ExchangeRight Portfolio 50 Borrower will be required to make monthly deposits in the amount of $14,581 for tenant improvements and leasing commissions.

 

Deferred Maintenance – The ExchangeRight Portfolio 50 Borrower deposited at loan origination $76,699 (representing 125% of the estimated cost of repairs) for specified repairs at each of the Dollar General - Pine Hill (Erial), NJ, Dollar Tree – Richton Park (Sauk), IL, WellMed - El Paso (Yarbrough), TX, WellMed - San Antonio (Military), TX, WellMed - Plant City (Alexander), FL, Octapharma - Riverdale (Riverdale), MD, Fresenius Kidney Care - Anderson (Jackson), IN, Sherwin Williams (Broken Arrow), OK and CVS Pharmacy - Erie (Peninsula) PA properties.

 

Environmental Reserve – The ExchangeRight Portfolio 50 Borrower deposited at loan origination $403,750, representing 125% of the estimated cost of environmental remediation at each of the First Midwest Bank - Joliet (2801 Jefferson), IL, CVS Pharmacy - Erie (Peninsula) PA and Octapharma - Chicago (95th), IL properties.

 

Marietta Reserve – The ExchangeRight Portfolio 50 Mortgage Loan documents require an upfront reserve in the amount of $10,000 with respect to the Dollar General - Marietta (River), PA property. Such funds will be released to the borrower upon the satisfaction of certain conditions, including (i) no event of default exists and (ii) delivery by the borrower of (a) written evidence that all of the required work has been completed for the issuance of the well permit, (b) an estoppel certificate and (c) a certificate of occupancy.

 

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

T-61

 

 

Property Types – VariousLoan #3Cut-off Date Balance: $66,940,000
Property Addresses – VariousExchangeRight Portfolio 50Cut-off Date LTV: 61.3%
  U/W NCF DSCR: 2.60x
  U/W NOI Debt Yield: 8.9%

 

Lockbox and Cash Management. The ExchangeRight Portfolio 50 Mortgage Loan is structured with a hard lockbox and springing cash management. The ExchangeRight Portfolio 50 Borrower is required to (or to cause the ExchangeRight Portfolio 50 Master Tenant or property manager to) cause all rents relating to the ExchangeRight Properties to be transmitted directly by the tenants of each property into the lockbox account and, to the extent that such rents are received by the ExchangeRight Portfolio 50 Borrower (or ExchangeRight Portfolio 50 Master Tenant or property manager), cause such amounts to be deposited into the lockbox account within one business day following receipt. The lockbox account bank is required to sweep such funds into the ExchangeRight Portfolio 50 Master Tenant’s operating account on each business day other than during a Cash Management Period. During a Cash Management Period, and provided no event of default is continuing, funds in the cash management account are required to be applied (i) to make the next monthly deposits (to the extent required) into the real estate taxes and insurance reserves as described above under “Escrows and Reserves”, (ii) to reserve the next monthly debt service payment due on the ExchangeRight Portfolio 50 Mortgage Loan, (iii) to make the next monthly deposits into the replacement reserve and the TI/LC reserve (to the extent required) as described above under “Escrows and Reserves”, (iv) to pay operating expenses set forth in the annual budget (which is required to be reasonably approved by the lender during a Cash Management Period) and additional operating expenses reasonably approved by the lender and (v) to deposit any remainder into a cash collateral subaccount to be held as additional security for the ExchangeRight Portfolio 50 Mortgage Loan during such Cash Management Period. Upon cessation of a Cash Management Period, all available amounts on deposit in the cash management account must be released to the ExchangeRight Portfolio 50 Borrower or ExchangeRight Portfolio 50 Master Tenant.

 

A “Cash Management Period” means a period:

(i)commencing when the debt service coverage ratio (based on net cash flow for the trailing 12 months) as of the end of any calendar quarter is less than 1.50x and ending when the debt service coverage ratio (based on net cash flow for the trailing 12 months) is at least 1.55x as of the end of each of two consecutive calendar quarters, or

(ii)commencing on October 1, 2028 (36 months before the maturity date of the ExchangeRight Portfolio 50 Mortgage Loan), unless a Qualified Transfer has occurred as of such date (see “The Borrower and the Borrower Sponsor” above), and ending when a Qualified Transfer occurs.

 

Additional Secured Indebtedness (not including trade debts). None.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Real Estate Substitution. Not permitted.

 

Letter of Credit. None.

 

Right of First Offer/Right of First Refusal. The related single tenant at each of the following five ExchangeRight Properties has a right of first refusal (“ROFR”) to purchase the related ExchangeRight Property: Walgreens - Bossier City (Airline), LA, Family Dollar - South Point (Solida), OH, Family Dollar - Warren (Youngstown), OH, Walgreens - Broussard (Saint Nazaire), LA, Walgreens - Fresno (Blackstone), CA. In addition, the related single tenant at the following five ExchangeRight Properties has a right of first offer (“ROFO”) to purchase the related ExchangeRight Property: First Midwest Bank - Highland (Indianapolis), IN, First Midwest Bank - Joliet (2801 Jefferson), IL, First Midwest Bank - McHenry (Richmond), IL, First Midwest Bank - Mundelein (Allanson), IL, Walgreens - New Albany (New Albany), OH. No such ROFR or ROFO will apply to the mortgagee or any other party that acquires title or right of possession to the leased premises through a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the applicable mortgage, but each such ROFR or ROFO will apply to subsequent purchasers of the applicable ExchangeRight Property. See “Description of the Mortgage Pool—Tenant Issues—Purchase Options and Rights of First Refusal” in the prospectus.

 

Ground Lease. None.

 

Terrorism Insurance. The ExchangeRight Portfolio 50 Mortgage Loan documents require the borrower to obtain and maintain property insurance and business interruption insurance for 18 months plus a 12 month extended period of indemnity. Such insurance is required to cover perils of terrorism and acts of terrorism. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

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

T-62

 

 

(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

T-63

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

 

 

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

T-64

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

 

 

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

T-65

 

 

Mortgage Loan No. 4 – International Plaza I

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:BANA Single Asset/Portfolio:Single Asset
Credit Assessment (Fitch/KBRA/S&P):NR/NR/NR Location:Farmers Branch, TX 75254
Original Balance:$65,400,000 General Property Type:Office
Cut-off Date Balance:$65,400,000 Detailed Property Type:Suburban
% of Initial Pool Balance:5.1% Title Vesting:Fee
Loan Purpose:Acquisition Year Built/Renovated:1998 / 2020
Borrower Sponsor:Related Fund Management, LLC Size(3):392,201 SF
Guarantor(1):International Plaza I Owner LLCCut-off Date Balance PSF(3):$167
Mortgage Rate:2.4350%Maturity Date Balance PSF(3):$167
Note Date:8/11/2021 Property Manager:RFM Development Manager, LLC
First Payment Date:10/1/2021  (Manager - borrower-related); Cushman
Maturity Date:9/1/2031  & Wakefield U.S., Inc. (Sub-manager)
Original Term to Maturity:120 months   
Original Amortization Term:0 months Underwriting and Financial Information(4)
IO Period:120 months UW NOI:$8,495,329
Seasoning:1 month UW NOI Debt Yield:13.0%
Prepayment Provisions:L(25), D(88), O(7) UW NOI Debt Yield at Maturity:13.0%
Lockbox/Cash Mgmt Status:Hard/Springing UW NCF DSCR:4.84x
Additional Debt Type:NAP Most Recent NOI(5):NAP
Additional Debt Balance:NAP 2nd Most Recent NOI(5):NAP
Future Debt Permitted (Type):No (NAP) 3rd Most Recent NOI(5):NAP
Reserves(2) Most Recent Occupancy:100.0% (10/1/2021)
TypeInitialMonthlyCap 2nd Most Recent Occupancy(5):NAP
RE Taxes:$0SpringingNAP 3rd Most Recent Occupancy(5):NAP
Insurance:$0SpringingNAP Appraised Value (as of)(6):$160,000,000 (7/13/2021)
Replacement Reserve:$0SpringingNAP Appraised Value PSF(3):$408
TI/LC Reserve:$0SpringingNAP Cut-off Date LTV Ratio(6):40.9%
Free Rent Reserve$1,699,442$0NAP Maturity Date LTV Ratio(6):40.9%
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount:$65,400,00040.7% Purchase Price:$157,500,00098.1%
Borrower Equity:$95,157,33659.3% Reserves:$1,699,4421.1%
    Closing Costs:$1,357,8940.8%
Total Sources:$160,557,336100.0% Total Uses:$160,557,336100.0%

 

 
(1)There is no non-recourse carveout guarantor and no environmental indemnitor (other than the borrower) for the International Plaza I Mortgage Loan (as defined below). While the borrower is obligated under the non-recourse carveout provisions in the loan agreement, no separate guaranty was executed by the borrower.
(2)See “Escrows and Reserves” below for further discussion of reserve information.
(3)The International Plaza I Property (as defined below) is comprised of a 371,974 SF office building leased to a single tenant, Tenet Healthcare. Tenet Healthcare’s lease also encumbers an allocated 20,227 SF of amenity space available via a reciprocal easement agreement with the adjacent International Plaza II building. The lender’s underwriting and all PSF metrics as presented are based on the total area leased by Tenet Healthcare of 392,201 SF.
(4)The novel coronavirus pandemic is an evolving situation and could impact the International Plaza I Mortgage Loan more severely than assumed in the underwriting of the International Plaza I Mortgage Loan. The pandemic and resulting economic disruption could also adversely affect the NOI, NCF and occupancy information, as well as the appraised value and DSCR, LTV and Debt Yield metrics presented above and herein. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the prospectus.
(5)Further historical information is not available for the International Plaza I Property because the single tenant, Tenet Healthcare, had a lease commencement date of February 29, 2020. The rents for Tenet Healthcare have been partially abated for the first three years of the lease. For the first lease year, full rent was abated through February 28, 2021. In the current (second) lease year, base rent is abated on 92,201 SF through February 28, 2022. For the third lease year (March 1, 2022 - February 28, 2023), the base rent is abated on 42,201 SF. At loan origination, the lender reserved $1,699,442, which represents the full amount of outstanding rent abatements.
(6)The appraisal also provided a “Hypothetical Go Dark” value of $82,600,000 as of July 13, 2021, which value would result in an Appraised Value PSF, Cut-off Date LTV Ratio and Maturity Date/ARD LTV Ratio of $211, 79.2% and 79.2%, respectively, based on the principal balance of the International Plaza I Mortgage Loan.

 

The Mortgage Loan. The fourth largest mortgage loan (the “International Plaza I Mortgage Loan”) is evidenced by a promissory note in the original principal balance of $65,400,000. The International Plaza I Mortgage Loan is secured by a first priority fee mortgage encumbering a 371,974 SF suburban office property located in Farmers Branch, Texas (the “International Plaza I Property”).

 

The Borrower and the Borrower Sponsor. The borrower is International Plaza I Owner LLC, a Delaware limited liability company structured to be bankruptcy-remote with at least two independent directors. The borrower sponsor is Related Fund Management, LLC.

 

The borrowing entity and the borrower sponsor are affiliates of Related Companies, L.P. The Related Companies, L.P. is a New York City based, vertically integrated real estate firm that was founded in 1972. The firm has an extensive track record in the development, construction, acquisition, finance and management of real estate assets. Over the course of its 49-year history, Related Companies, L.P has invested in major urban markets such as Boston, Chicago, Los Angeles, Miami, New York and San Francisco.

 

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

T-66

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

The Property. The International Plaza I Property is a 13-story, 371,974 SF suburban office property, with a 1,133-space parking deck, located on a 4.04-acre site in Farmers Branch, Dallas County, Texas. The International Plaza I Property is part of a three-building office campus (comprised of International Plaza I, II & III). International Plaza I is 100% leased to Tenet Healthcare. Tenet Healthcare’s lease encumbers a total of 392,201 SF, which includes the entire International Plaza I Property plus an allocated 20,227 SF of amenity space available via a reciprocal easement agreement with the adjacent (and connected) International Plaza II building. The total amenity space is 41,390 SF, of which Tenet Healthcare pays rent for 48.87% or an allocated 20,227 SF. The amenities include a fitness center with locker rooms and towel service, café and bar with indoor and outdoor seating, conference centers, full-floor food hall, tenant lounges, and the Lake House, an indoor and outdoor gathering space. Other amenities include 24/7 lobby security, as well as parking deck patrol and security and surveillance cameras surrounding the International Plaza I Property.

 

The International Plaza I Property was originally built in 1998 and was renovated in 2020 by the previous owner and the sole tenant, Tenet Healthcare. For the renovation of its leased space, the tenant reportedly contributed $29.5 million ($75 PSF) in addition to the $29.4 million provided by the landlord.

 

Single Tenant.

 

Tenet Healthcare (392,201 SF, 100.0% of NRA, 100.0% of underwritten base rent). Tenet Healthcare (NYSE: THC), founded in 1969, is a Fortune 500 nationally diversified healthcare services company. Through an expansive care network that includes United Surgical Partners International (“USPI”) and Conifer Health Solutions (“Conifer”), the company operates 65 hospitals and approximately 500 other healthcare facilities, including surgical hospitals, ambulatory surgery centers, urgent care, imaging centers and other outpatient facilities. Tenet Healthcare owns USPI and Conifer. USPI operates the largest ambulatory platform in the country. With over 400 facilities across the United States, USPI serves over 2.7 million patients each year. Conifer provides revenue cycle management and value-based care services to hospitals, health systems, physician practices, employers and other customers, and helps more than 680 unique client entities in 135 local regions across the nation. Conifer manages more than $25 billion in net patient revenue annually, supports management for more than 5.9 million people and has 110,000 employees supporting clients across multiple healthcare industries. Tenet Healthcare reported revenue of $17.6 billion, net earnings of $399 million and liquidity of $2.4 billion as of year-end 2020.

 

Tenet Healthcare occupies the International Plaza I Property for use as its corporate headquarters. Tenet Healthcare also operates a 2,300 SF urgent care facility on the ground floor. The tenant’s lease is on a triple net basis, commenced in February 2020 and expires in March 2036, with no termination or contraction options. Tenet Healthcare has the right to extend the term for one additional period of 10 years and following that expiration, one additional option to extend for either 5 or 10 years, at market rate upon 12 months’ prior notice. Tenet Healthcare is currently paying $23.00 PSF, which will increase to $23.52 in March 2022. The lease is structured with 2.2% - 2.3% annual rent increases. The rents for Tenet Healthcare have been fully abated for the first year of the lease and partially abated for the second and third years of the lease. In the current (second) lease year, base rent is abated on 92,201 SF through February 28, 2022. For the third lease year (March 1, 2022 - February 28, 2023), the base rent is abated on 42,201 SF. At loan origination, the lender reserved $1,699,442, which represents the full amount of outstanding rent abatements. Tenet Healthcare’s lease is guaranteed by Tenet Healthcare Corporation.

 

The following table presents certain information relating to the single tenant at the International Plaza I Property:

 

Tenant Summary(1)
Tenant NameCredit Rating (Fitch/
Moody’s/ S&P)(2)
Tenant SFApprox. %
of SF
Annual UW
Rent
% of Total
Annual

UW Rent
Annual
UW Rent
PSF

Lease

Exp.

Renewal
Options

Term.

Options

Tenet HealthcareB+/B1/B392,201100.0%$9,224,568100.0%$23.523/31/2036Y(3)N

 

 

(1)Information is based on the underwritten rent roll.
(2)Ratings are of the parent company, Tenet Healthcare Corporation, who guarantees the lease.
(3)Tenet Healthcare has the right to extend the term of its lease for one additional period of 10 years and following that expiration, one additional option to extend for either 5 or 10 years upon 12 months’ prior written notice.

 

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

T-67

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

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

 

Lease Rollover Schedule(1)
Year# of
Leases Rolling
SF RollingUW Rent PSF
Rolling
Approx. % of
Total SF Rolling
Approx.
Cumulative %
of SF Rolling
Total UW Rent
Rolling
Approx. % of
Total Rent
Rolling
Approx.
Cumulative %
of Total Rent
Rolling
202100$0.000.0%0.0%$00.0%0.0%
202200$0.000.0%0.0%$00.0%0.0%
202300$0.000.0%0.0%$00.0%0.0%
202400$0.000.0%0.0%$00.0%0.0%
202500$0.000.0%0.0%$00.0%0.0%
202600$0.000.0%0.0%$00.0%0.0%
202700$0.000.0%0.0%$00.0%0.0%
202800$0.000.0%0.0%$00.0%0.0%
202900$0.000.0%0.0%$00.0%0.0%
203000$0.000.0%0.0%$00.0%0.0%
203100$0.000.0%0.0%$00.0%0.0%
2032 & Beyond1392,201$23.52100.0%100.0%$9,224,568100.0%100.0%
Vacant00$0.000.0%100.0%$00.0%100.0%
Total/Wtd. Avg.1392,201$23.52100.0% $9,224,568100.0% 

 

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

 

COVID-19 Update. The first debt service payment on the International Plaza I Mortgage Loan is due in October 2021 and, as of September 15, 2021, the International Plaza I Mortgage Loan is not subject to any forbearance, modification or debt service relief request. As of August 19, 2021, the single tenant, Tenet Healthcare, was open and operating, has remained current on all rent and lease obligations, and has not requested any lease modification or rent relief.

 

The Market. The International Plaza I Property is located within the Dallas/Ft. Worth office market and the Quorum/Bent Tree office submarket and is 13.4 miles from Dallas, Texas. The International Plaza I Property is located at 14201 Dallas Parkway and is within 2 miles of I-635 and approximately a half mile from the Dallas North Tollway, which the International Plaza I Property fronts. The surrounding land uses include International Plaza Buildings II and III to the north, Providence Towers Executive Suites to the south, and Chase Bank to the east. There is significant development in the immediate area, consisting of office and industrial uses as well as multifamily complexes and single-family residential developments.

 

The Dallas-Fort Worth-Arlington metropolitan statistical area (the “Dallas-Fort Worth Metroplex”) is home to over 18 Fortune 500 Companies. According to a third-party market data report, the Dallas-Fort Worth Metroplex was top in the nation for total and percent job growth and ranked second in the nation for fastest growing economy. The Dallas-Fort Worth Metroplex recently surpassed Chicago to become the second-largest financial services hub in the nation, as Bank of America, JP Morgan Chase, Liberty Mutual, Goldman Sachs, State Farm, TD Ameritrade, Charles Schwab and Fidelity Investments maintain significant operations in the area. The Dallas-Fort Worth Metroplex also contains the largest information technology (“IT”) industry base in the state. This area has a large number of corporate IT projects and the presence of numerous electronics, computing and telecommunication firms such as Microsoft, Texas Instruments, HP Enterprise Services, Dell Services, Samsung, Nokia, Cisco, Fujitsu, i2, Frontier, Alcatel, Ericsson, CA, Google, and Verizon. AT&T is headquartered at the Whitacre Tower in downtown Dallas.

 

According to the appraisal, as of the first quarter of 2021, the Quorum/Bent Tree office submarket contained approximately 24.3 million SF of office space, with a vacancy of 21.7% and an average asking rent of $26.22 PSF. The estimated 2020 population within a one, three and five-mile radius of the International Plaza I Property was 26,452, 127,462 and 388,420, respectively, and the estimated 2020 average household income within the same radii was $74,184, $113,710 and $105,971, respectively.

 

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

T-68

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

The following table presents recent sales data for comparable single-tenant office properties to the International Plaza I Property:

 

Comparable Office Sales

Property Name

Location

Year Built /
Renov.
Rentable
Area (SF)
Distance from
Subject (miles)
Sale PriceSale DateSale Price
(PSF)
Cap Rate

International Plaza I Drive

Dallas, TX

1998 / 2020

 

392,201(1)

-

 

$157,500,000

Jun-2021$4025.39%(2)

Legacy Central IV

Plano, TX

1985 / 2017

 

215,938

11.4

 

$88,500,000

Oct-20$4105.25%

8454 Parkwood Boulevard

Plano, TX

2016 / NAP

 

39,324

10.4

 

$14,700,000

May-20$3746.28%

Lone Star Building

Farmers TX

2012 / NAP

 

135,999

0.8

 

$35,000,000

Jun-20$2576.00%

Pioneer Natural Resources Headquarters

Irving, TX

2019 / NAP

 

1,125,366

8.8

 

$584,200,000

Dec-19$5195.60%

14372 Heritage Parkway

Fort Worth, TX

2019 / NAP

 

200,351

28.0

 

$64,000,000

Jul-19$3195.92%

USAA Campus

Plano, TX

1998 / NAP

 

384,071

9.6

 

$175,000,000

Jul-19$4565.60%

 

 

Source: Appraisal.

(1)Information obtained from underwritten rent roll. SF for Tenet Healthcare includes an allocated 20,227 SF of amenity space available via a reciprocal easement agreement with the adjacent International Plaza II building.

(2)Cap Rate calculated based on the lender’s underwritten net operating income.

 

The following table presents recent leasing data at comparable properties to the International Plaza I Property:

 

Comparable Office Leases

Property Name

Location

Year
Built
Total NRA
(SF)
Distance from Subject (miles)

Tenant

Lease Date/

Term (yrs)

Lease Size
(SF)
Base Rent
PSF

Escalations /

Free rent

International Plaza I

Dallas, TX

1998392,201(1)-Tenet HealthcareJun-19 / 17.0(1)392,201(1)$23.52(1)2.2%-2.3% Annual / 36 months(2)

8454 Parkwood Boulevard

Plano, TX

201639,32410.4

C.H. Robinson

Worldwide, Inc.

Jan-20 / 10.039,324$23.502.5% Annual / NAP

Legacy Central IV

Plano, TX

1985215,93811.4

Samsung Electronics

America

Feb-19 / 11.0215,938$21.502.5% Annual / 12 months

5401 North Beach Street

Fort Worth, TX

1994431,57928.1

Lockheed Martin

Corporation

May-19 / 6.0431,579$17.25NAP / NAP

14372 Heritage Parkway

Fort Worth, TX

2019200,35128.0

Mercedes-Benz

Financial Services USA LLC

Apr-19 / 10.3200,351$18.922.0% Annual / NAP

NetScout at One Bethany

Allen, TX

2018145,00013.3NetScout Systems Texas, LLCAug-18 / 12.0145,000$24.50

2.0% Annual /

0 months

Steward Health Care System

Richardson, TX

1997165,3007.5

Steward Health

Care System

Apr-18 / 10.0165,300$19.75

NAP /

0 months

 

 

Source: Appraisal.

(1)Information obtained from the underwritten rent roll. SF for Tenet Healthcare includes an allocated 20,227 SF of amenity space available via a reciprocal easement agreement with the adjacent International Plaza II building. The appraiser concluded a market rent of $24.00 PSF.
(2)The rents for Tenet Healthcare have been fully abated for the first year of the lease and partially abated for the second and third year of the lease. In the current (second) lease year, base rent is abated on 92,201 SF through February 28, 2022. For the third lease year (March 1, 2022 - February 28, 2023), the base rent is abated on 42,201 SF.

 

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

T-69

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

Underwritten Net Cash Flow. The following table presents certain information relating to the Underwritten Net Cash Flow at the International Plaza I Property:

 

Cash Flow Analysis(1)

UW

UW PSF
Gross Potential Rent(2)$9,224,568$23.52
Reimbursements$5,298,991$13.51
Other Income$0$0.00
(Vacancy & Concessions)

($726,178)

($1.85)

Effective Gross Income$13,797,381$35.18
Real Estate Taxes$2,062,989$5.26
Insurance$91,297$0.23
Other Operating Expenses

$3,147,766

$8.03

Total Operating Expenses$5,302,052$13.52
Net Operating Income$8,495,329$21.66
Replacement Reserves$98,050$0.25
TI/LC

$588,302

$1.50

Net Cash Flow$7,808,977$19.91
Occupancy %95.0%(3)
NOI DSCR5.26x
NCF DSCR4.84x
NOI Debt Yield13.0%
NCF Debt Yield11.9%

 

   
(1)Historical information is not available for the International Plaza I Property because the single tenant, Tenet Healthcare, had a lease commencement date of February 2020.

(2)UW Gross Potential Rent is $23.52 PSF based on a rent increase that will occur in March 2022. The rents at the property have been fully abated for the first year, and partially abated for the second and third years of the lease. Base rent is abated on 92,201 SF from March 1, 2021 through February 28, 2022 and will be abated on 42,201 SF from March 1, 2022 through February 28, 2023. At origination, the lender reserved $1,699,442, which represents the full outstanding amount of rent abatements.

(3)Represents economic occupancy. The International Plaza I Property is currently 100.0% occupied.

 

Escrows and Reserves.

 

Real Estate Taxes – During a Cash Sweep Period (as defined below), ongoing monthly real estate tax reserves are required in an amount equal to 1/12th of the real estate taxes that the lender estimates will be payable during the next 12 months.

 

Insurance – In the event the International Plaza I Property is no longer covered by a blanket insurance policy, during a Cash Sweep Period, the borrower is required to deposit 1/12th of the annual estimated insurance premiums monthly.

 

Replacement Reserve – During a Cash Sweep Period, ongoing monthly replacement reserves are required in an amount currently estimated at $8,171.

 

TI/LC Reserve – During a Cash Sweep Period, ongoing monthly tenant improvement and leasing commission reserves are required in an amount equal to approximately $49,025.

 

Free Rent Reserve – The International Plaza I Mortgage Loan documents require an upfront reserve of $1,699,442 related to rent concessions through February 2023.

 

Lockbox and Cash Management. The International Plaza I Mortgage Loan is structured with a hard lockbox and springing cash management upon a Cash Sweep Period. Revenues from the International Plaza I Property are required to be deposited by tenants directly into the lockbox account. During a Cash Sweep Period, funds will be transferred on each business day to the lender-controlled cash management account and disbursed according to the International Plaza I Mortgage Loan documents.

 

A “Cash Sweep Period” will occur during (i) the period commencing upon the occurrence of an event of default and ending upon the cure of such event of default, (ii) the period commencing at such time as the debt service coverage ratio falls below 3.00x on a trailing twelve month basis (tested quarterly), and ending upon the debt service coverage ratio being at least 3.00x on a trailing twelve month basis (tested quarterly) for two consecutive calendar quarters, and (iii) a Lease Sweep Period (as defined below); provided that the borrower may avoid any cash sweep trigger by posting cash or a letter of credit in in an amount equal to the amount that would otherwise have been collected during a Cash Sweep Period.

 

A “Lease Sweep Period” will occur during any period (i) commencing upon the date on which Tenet Healthcare vacates or gives notice of its intent to vacate or terminate, or goes dark, and ending upon (a) the execution and delivery of a replacement lease (or assumption of all or the applicable portion

 

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

T-70

 

 

Office – SuburbanLoan # 4Cut-off Date Balance: $65,400,000
14201 Dallas ParkwayInternational Plaza ICut-off Date LTV: 40.9%
Farmers Branch, TX 75254 UW NCF DSCR: 4.84x
  UW NOI Debt Yield: 13.0%

 

of the existing lease)with an investment grade-rated entity, or any other entity acceptable to the lender, covering the applicable space (a “Replacement Tenant Cure”), or (b) $50.00 PSF on the affected space is swept into the excess cash reserve, (ii) commencing upon Tenet Healthcare defaulting on its lease and ending upon the cure of such event of default or a Replacement Tenant Cure, or (iii) commencing upon Tenet Healthcare or its parent becoming subject to insolvency proceedings and ending upon Tenet Healthcare or its parent no longer being subject to such proceedings and the Tenet Healthcare lease being affirmed or a Replacement Tenant Cure.

 

Additional Secured Indebtedness (not including trade debts). None.

 

Mezzanine Loan and Preferred Equity. Not permitted.

 

Release of Property. Not permitted.

 

Letter of Credit. None.

 

Right of First Offer/Right of First Refusal. None.

 

Ground Lease. None.

 

Terrorism Insurance. The borrower is required to obtain and maintain property insurance and business interruption insurance for 18 months plus a 6-month extended period of indemnity. Such insurance is required to cover perils of terrorism and acts of terrorism; provided that if TRIPRA is in effect and covers both foreign and domestic acts of terror, TRIPRA will determine the acts of terrorism for which coverage is required and the borrower will not be required to spend on terrorism insurance overage more than two times the amount of the then-current insurance premium that is payable with respect to the required property and rental loss/business income insurance (exclusive of the cost of the terrorism component of such insurance). See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the prospectus.

 

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

T-71

 

 

Property Types – VariousLoan #5Cut-off Date Balance: $60,000,000
Property Addresses –- VariousSuarez Puerto Rico Industrial PortfolioCut-off Date LTV: 54.7%
  U/W NCF DSCR: 3.53x
  U/W NOI Debt Yield: 14.4%

 

 

 

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

T-72

 

 

Property Types – VariousLoan #5Cut-off Date Balance: $60,000,000
Property Addresses –- VariousSuarez Puerto Rico Industrial PortfolioCut-off Date LTV: 54.7%
  U/W NCF DSCR: 3.53x
  U/W NOI Debt Yield: 14.4%

 

 

 

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

T-73

 

 

Property Types – VariousLoan #5Cut-off Date Balance: $60,000,000
Property Addresses –- VariousSuarez Puerto Rico Industrial PortfolioCut-off Date LTV: 54.7%
  U/W NCF DSCR: 3.53x
  U/W NOI Debt Yield: 14.4%

 

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

T-74

 

 

Mortgage Loan No. 5 – Suarez Puerto Rico Industrial Portfolio

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:MSMCH Single Asset/Portfolio:Portfolio
Credit Assessment (Fitch/KBRA/S&P):NR/NR/NR Location:Various, PR
Original Balance(1):$60,000,000 General Property Type:Various
Cut-off Date Balance(1):$60,000,000 Detailed Property Type:Various
% of Initial Pool Balance:4.7% Title Vesting:Fee
Loan Purpose:Acquisition Year Built/Renovated:Various / NAP
Borrower Sponsors:LatAm Property Group LLC and Size:904,406 SF
 Cerberus Real Estate Capital Management, LLC Cut-off Date Balance PSF(1):$66
Guarantors(2):NAP Maturity Balance PSF(1):$66
Mortgage Rate(3):3.6560% Property Manager:KPM Realty Advisors, Inc. dba
Note Date:8/24/2021  Cushman & Wakefield/Property
First Payment Date:10/1/2021  Concepts Commercial
Maturity Date:9/1/2026   
Original Term to Maturity:60 months   
Original Amortization Term:0 months Underwriting and Financial Information(6)
IO Period:60 months UW NOI:$8,612,032
Seasoning:1 month UW NOI Debt Yield(1):14.4%
Prepayment Provisions:YM(25),DorYM(16),O(19) UW NOI Debt Yield at Maturity(1):14.4%
Lockbox/Cash Mgmt Status:Hard/In Place UW NCF DSCR(1):3.53x
Additional Debt Type(1)(4):Subordinate Debt Most Recent NOI:$9,467,897 (12/31/2020)
Additional Debt Balance(1)(4):$24,950,000 2nd Most Recent NOI:$9,193,587 (12/31/2019)
Future Debt Permitted (Type):No (NAP) 3rd Most Recent NOI:NAP
Reserves(5) Most Recent Occupancy:92.9% (8/10/2021)
TypeInitialMonthlyCap 2nd Most Recent Occupancy:98.3% (12/31/2020)
RE Taxes:$0$63,497NAP 3rd Most Recent Occupancy:98.9% (12/31/2019)
Insurance:$0SpringingNAP Appraised Value (as of):$109,700,000 (4/6/2021)
Required Repairs Reserve:$248,930$0NAP Appraised Value PSF:$121
Cap Ex and TI/LC Reserve:$0$37,684$1,000,000 Cut-off Date LTV Ratio(1):54.7%
Unfunded Obligations Reserve:$50,000$0NAP Maturity Date LTV Ratio(1):54.7%
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Loan Amount(1):$60,000,00052.1% Purchase Price:$107,000,00093.0%
Subordinate Loan Amount(1):$24,950,00021.7% Closing Costs:$7,269,8416.3%
Borrower Equity:$30,135,65626.2% Reserves:$815,8150.7%
Total Sources:$115,085,656100.0% Total Uses:$115,085,656100.0%

 

 

(1)The Suarez Puerto Rico Industrial Portfolio Mortgage Loan (as defined below) is part of the Suarez Puerto Rico Industrial Portfolio Whole Loan (as defined below), which is comprised of one senior promissory note with an original principal balance of $60,000,000, and one subordinate promissory note with an original principal balance of $24,950,000 (the “Suarez Puerto Rico Industrial Portfolio Subordinate Companion Loan”). The Cut-off Date Balance PSF, Maturity Date Balance PSF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers presented above are based on the Cut-off Date principal balance of the Suarez Puerto Rico Industrial Portfolio Mortgage Loan, without regard to the Suarez Puerto Rico Industrial Portfolio Subordinate Companion Loan. The Cut-off Date Balance PSF, Maturity Date Balance PSF, UW NOI Debt Yield, UW NOI Debt Yield at Maturity, UW NCF DSCR, Cut-off Date LTV Ratio and Maturity Date LTV Ratio numbers based on the entire Suarez Puerto Rico Industrial Portfolio Whole Loan are $94, $94, 10.1%, 10.1%, 2.00x, 77.4% and 77.4%, respectively.

(2)There is no non-recourse carveout guarantor, and no environmental indemnitor (other than the single purpose entity borrowers), for the Suarez Puerto Rico Industrial Portfolio Whole Loan.

(3)Reflects the Suarez Puerto Rico Industrial Portfolio Mortgage Loan only. The Suarez Puerto Rico Industrial Portfolio Subordinate Companion Loan bears interest at the rate of 6.75% per annum.

(4)See "The Mortgage Loan" and "Additional Secured Indebtedness (not including trade debts)" below for further discussion of additional debt.

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

(6)The novel coronavirus pandemic is an evolving situation and could impact the Suarez Puerto Rico Industrial Portfolio Whole Loan more severely than assumed in the underwriting of the Suarez Puerto Rico Industrial Portfolio Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above and herein. See "Risk FactorsRisks Related to Market Conditions and Other External FactorsThe Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the prospectus.

 

The Mortgage Loan. The fifth largest mortgage loan (the “Suarez Puerto Rico Industrial Portfolio Mortgage Loan”) is part of a whole loan (the “Suarez Puerto Rico Industrial Portfolio Whole Loan”) in the original principal balance of $84,950,000. The Suarez Puerto Rico Industrial Portfolio Whole Loan is comprised of the Suarez Puerto Rico Industrial Portfolio Mortgage Loan, evidenced by promissory note A in the original principal amount of $60,000,000, and the Suarez Puerto Rico Industrial Portfolio Subordinate Companion Loan, evidenced by promissory note B in the original principal amount of $24,950,000. The Suarez Puerto Rico Industrial Portfolio Whole Loan was originated by Morgan Stanley Bank, N.A., as to the Suarez Puerto Rico Industrial Portfolio Mortgage Loan, and Morgan Stanley Mortgage Capital Holdings LLC, as to the Suarez Puerto Rico Industrial Portfolio Subordinate Companion Loan. The Suarez Puerto Rico Industrial Portfolio Whole Loan is secured by a first priority fee mortgage encumbering a portfolio of two industrial properties and one leased fee property totaling 904,406 SF, which are located in Guaynabo, Puerto Rico and Caguas, Puerto Rico (the “Suarez Puerto Rico Industrial Portfolio” or the “Suarez Puerto Rico Industrial Portfolio Properties”). The Suarez Puerto Rico Industrial Portfolio Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BANK 2021-BNK36 securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Suarez Puerto Rico Industrial Portfolio A/B Whole Loan” in the prospectus.

 

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

T-75

 

 

Property Types – VariousLoan #5Cut-off Date Balance: $60,000,000
Property Addresses –- VariousSuarez Puerto Rico Industrial PortfolioCut-off Date LTV: 54.7%
  U/W NCF DSCR: 3.53x
  U/W NOI Debt Yield: 14.4%

 

Suarez Puerto Rico Industrial Portfolio Whole Loan Summary
 NotesOriginal BalanceCut-off Date BalanceNote HolderControlling  Piece
A$60,000,000$60,000,000BANK 2021-BNK36No
B$24,950,000$24,950,000Third party holderYes(1)
Total Whole Loan$84,950,000$84,950,000  

 

 

(1)Pursuant to the related co-lender agreement, the holder of Note B is the controlling noteholder unless a “control appraisal period” has occurred and is continuing under the co-lender agreement, in which case Note A will become the controlling noteholder. See “Description of the Mortgage Pool—The Whole Loans—The Suarez Puerto Rico Industrial Portfolio A/B Whole Loan” in the prospectus.

 

The Borrowers and the Borrower Sponsors. The borrowers are CLPG SJIP 1 LLC, CLPG SJIP 2 LLC and CLPG Rexco LLC, each a single purpose Puerto Rico limited liability company structured to be bankruptcy remote with two independent directors in its organizational structure. There is no non-recourse carveout guarantor, and no environmental indemnitor (other than the single purpose entity borrowers), for the Suarez Puerto Rico Industrial Portfolio Whole Loan. The borrower sponsors are LatAm Property Group LLC and Cerberus Real Estate Capital Management, LLC. Cerberus Real Estate Capital Management, LLC, founded in 1992, is an investment firm that manages credit, private equity and real estate assets worldwide. Cerberus Real Estate Capital Management, LLC is headquartered in New York City and has more than 785 employees working from 23 offices worldwide. LatAm Property Group LLC was founded in 2017 by Barry Breeman, Gary M. Kravetz and Mark Lipschutz and is an investment firm that specializes in real estate investments in Latin America. Since 1998, Barry Breeman has solely concentrated on the acquisition, finance, operation and disposition of real property and real estate related assets in Puerto Rico, other Caribbean islands and Central America. Prior to founding LatAm Property Group, Gary M. Kravetz served as General Counsel and Chief Compliance Officer of Jadian Capital, LP, as well as Managing Director of Tishman Speyer and General Counsel for its Emerging Markets Group.

 

The Properties. The Suarez Puerto Rico Industrial Portfolio Properties are comprised of two multi-tenant industrial properties and one leased fee property totaling approximately 904,406 SF, located in two cities, in Puerto Rico, including Caguas (57.2% of NRA; 65.6% of underwritten base rent), and Guaynabo (42.8% of total NRA; 34.4% of underwritten base rent). The Suarez Puerto Rico Industrial Portfolio Properties have 24 tenants, with no single tenant accounting for more than 33.6% of the Suarez Puerto Rico Industrial Portfolio NRA. The Suarez Puerto Rico Industrial Portfolio’s ten largest tenants by underwritten base rent comprise 81.3% of NRA and 89.7% of the underwritten base rent. The largest three tenants in the Suarez Puerto Rico Industrial Portfolio, Cesar Castillo, FEMA and Islandwide, comprise 53.6% of Suarez Puerto Rico Industrial Portfolio NRA and 59.1% of Suarez Puerto Rico Industrial Portfolio underwritten base rent.

 

San Juan Industrial Park 

The San Juan Industrial Park property is comprised of two industrial warehouse buildings totaling 517,536 SF of industrial and office space situated on an approximately 37.86-acre site. The San Juan Industrial Park property is located in the Quebrada Arenas Ward of Caguas, Puerto Rico. Built in 2005, the San Juan Industrial Park property features 519 automobile parking spaces and 134 trailer parking spaces. There is a non-collateral vacant lot adjacent to the property where an additional building is expected to be developed. The San Juan Industrial Park property is currently 100.0% leased to six tenants. With respect to the San Juan Industrial Park property, industrial warehouse tenants account for 93.7% of NRA and 90.2% of underwritten base rent and office tenants account for 6.3% of NRA and 9.8% of underwritten base rent. The largest tenant, Cesar Castillo, leases 304,091 SF, and represents 33.6% of Suarez Puerto Rico Industrial Portfolio NRA and 32.4% of Suarez Puerto Rico Industrial Portfolio underwritten base rent, and has a lease expiration of May 31, 2030. The second largest tenant, FEMA, leases 116,295 SF, and represents 12.9% of Suarez Puerto Rico Industrial Portfolio NRA and 21.5% of Suarez Puerto Rico Industrial Portfolio underwritten base rent, and has 32,000 SF expiring October 30, 2021, and 84,295 SF expiring February 28, 2022, and has an ongoing right to terminate its leases as set forth below under “Tenant Summary.”

 

Rexco Industrial Park

The Rexco Industrial Park property is comprised of seven industrial warehouse buildings, two office buildings and four surface parking lots totaling 386,869 SF situated on an approximately 20.48-acre site. The Rexco Industrial Park property is located in Guaynabo, Puerto Rico. Built in stages between 1963 and 1983, the Rexco Industrial Park property features 800 parking spaces. The Rexco Industrial Park property is currently 83.5% leased to 17 tenants. With respect to the Rexco Industrial Park property, industrial warehouse tenants account for 75.7% of NRA and 86.0% of underwritten base rent and office tenants account for 7.8% of NRA and 14.0% of underwritten base rent. The largest tenant, Islandwide, leases 64,553 SF, represents 7.1% of Suarez Puerto Rico Industrial Portfolio NRA and 5.3% of Suarez Puerto Rico Industrial Portfolio underwritten base rent, and has a lease expiration of February 28, 2025. The second largest tenant, Drouyn Co., leases 49,697 SF, represents 5.5% of Suarez Puerto Rico Industrial Portfolio NRA and 4.9% of Suarez Puerto Rico Industrial Portfolio underwritten base rent, and has 7,853 SF expiring January 31, 2025 and 41,844 SF expiring June 30, 2025.

 

Wendy's

The Wendy’s property consists of a parcel of land located in Caguas, Puerto Rico, behind the San Juan Industrial Park, which is encumbered by a ground lease with Wendco of Puerto Rico, Inc. (“Wendy’s”), that commenced on January 1, 2010 and expires on December 31, 2030, with three five-year extension options (the “Ground Lease”). Wendy’s owns the improvements currently located on the Wendy’s property during the term of the Ground Lease. Wendy’s is required to pay annual ground rent in the current amount of $103,950.

 

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

T-76

 

 

Property Types – VariousLoan #5Cut-off Date Balance: $60,000,000
Property Addresses –- VariousSuarez Puerto Rico Industrial PortfolioCut-off Date LTV: 54.7%
  U/W NCF DSCR: 3.53x
  U/W NOI Debt Yield: 14.4%

 

The following table presents certain information relating to the three properties in the Suarez Puerto Rico Industrial Portfolio.

 

Portfolio Summary

Property

City, State

Property
Sub-Type
Year Built / RenovatedSF(1)Occ %ALA(2)% of
ALA(2)
% of
Total
UW
Base Rent(3)
Appraised
Value
UW NOI

% of

Total

UW
NOI

San Juan Industrial Park

Caguas, Puerto Rico

Warehouse2005/ NAP517,536100.0%$40,188,34667.0%64.5%$64,300,000$5,523,95964.1%

Rexco Industrial Park

Guaynabo, Puerto Rico

Flex1963 -1983/ NAP386,86983.5%$19,317,24532.2%34.4%$44,200,000$3,028,77035.2%

Wendy’s

Caguas, Puerto Rico

Leased Fee2011/ NAP1100.0%$494,4080.8%1.1%$1,200,000$59,3030.7%
Total  904,406 $60,000,000100.0%100.0%$109,700,000$8,612,032100.0%

 

 

(1)Wendy’s is a leased fee interest and is assigned 1 SF of NRA.
(2)Based solely on the Suarez Puerto Rico Industrial Portfolio Mortgage Loan, and excludes the Suarez Puerto Rico Industrial Portfolio Subordinate Companion Loan.
(3)% of Total UW Base Rent is based on the underwritten rent roll dated as of August 10, 2021.

 

The following table presents a summary regarding the major tenants at the Suarez Puerto Rico Industrial Portfolio Properties:

 

Tenant Summary
TenantProperty Name

Credit Ratings

(Moody’s/Fitch/
S&P)(1)

Tenant SFApprox.% of Total Portfolio SFAnnual UW Base Rent(2)Annual UW Base Rent PSFApp. % of Total Portfolio Annual UW Base RentTermination OptionsLease Expiration
Cesar CastilloSan Juan Industrial ParkNR / NR / NR304,09133.6%$2,979,659$9.80    32.4%    N5/31/30
FEMASan Juan Industrial ParkAaa / AAA / AA+116,29512.9%$1,974,454$16.98    21.5%    Y(3)(4)
IslandwideRexco Industrial ParkNR / NR / NR64,5537.1%$484,148$7.50    5.3%    N2/28/25
ElectroluxSan Juan Industrial ParkNR / NR / A-50,3235.6%$447,875$8.90    4.9%    N6/30/23
Drouyn Co.Rexco Industrial ParkNR / NR / NR49,6975.5%$452,243$9.10    4.9%    N(5)
TraneSan Juan Industrial ParkBaa2 / NR / BBB41,6284.6%$478,722$11.50    5.2%    Y(6)2/28/23
Baxter Sales & Dist. Corp.Rexco Industrial ParkNR / NR / NR33,4763.7%$435,188$13.00    4.7%    N2/28/25
ConduentRexco Industrial ParkNR / NR / B+30,1323.3%$444,447$14.75    4.8%    Y(7)12/31/22
Honeywell InternationalRexco Industrial ParkA2 / A / A29,4783.3%$336,585$11.42    3.7%    Y(8)(9)
Destileria SerrallesRexco Industrial ParkNR / NR / NR

15,222

1.7%

$219,958

$14.45    

2.4%    

N7/31/26
Subtotal / Wtd. Avg.  734,89581.3%$8,253,278$11.23    89.7%      
          
Remaining Tenants  

105,564

11.7%

$946,724

$8.97    

10.3%    

  
Subtotal / Wtd. Avg. Occupied  840,45992.9%$9,200,002$10.94    100.0%      
Vacant Space  

63,947

7.1%

     
Total/Wtd. Avg.  904,406100.0%     

 

 

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

(2)Annual UW Base Rent is based on the underwritten rent roll dated as of August 10, 2021.

(3)FEMA has the right to terminate its 84,295 SF lease at any time upon 120 days’ notice, without payment of a termination fee, and has the right to terminate its 32,000 SF lease at any time upon 30 days’ notice, without payment of a termination fee. In addition, if FEMA fails to occupy its space for any period, rent for such period will be reduced by the portion of costs PSF of operating rent not required to maintain the space.

(4)FEMA leases three suites at the San Juan Industrial Park. The lease for suite M3 (32,000 SF) has an expiration date of October 30, 2021, and the leases for suite M4a (72,615 SF) and suite M4b (11,680 SF) have an expiration date of February 28, 2022.

(5)Drouyn Co. leases four suites at the San Juan Industrial Park. The lease for suite Anx3-1 (7,853 SF) has an expiration date of January 31, 2025, and the leases for suite SM5-2 (18,457 SF), suite GW-4 (12,103 SF) and suite GW-5 (11,284 SF) have an expiration date of June 30, 2025.

(6)Trane has the right to terminate its 41,628 SF lease at any time upon 180 days’ notice, with payment of a termination fee equal to 6 months of the monthly base rental amount in effect as of the date of the termination notice.

(7)Conduent has the right to terminate its lease at any time upon 90 days’ notice and payment of an early termination penalty equal to two months of base rent plus operating expenses, unamortized broker commissions and unamortized tenant improvement allowances at an interest rate equal to the prime rate based on New York City plus 1%.

(8)Honeywell International has the right to terminate its 12,525 SF lease at any time upon 4 months’ notice, with payment of a termination fee equal to the sum of (a) the unamortized portion of the leasing commissions paid by the landlord in connection with the lease, (b) the unamortized portion of the landlord’s contribution, and (c) 6 months of base rent.

(9)Honeywell International leases two suites at the Rexco Industrial Park. The lease for suite SM1-2 (16,953 SF) has an expiration date of June 30, 2022, and the lease for suite Anx3-3 (12,525 SF) has an expiration date of November 30, 2021.

 

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

T-77

 

 

Property Types – VariousLoan #5Cut-off Date Balance: $60,000,000
Property Addresses –- VariousSuarez Puerto Rico Industrial PortfolioCut-off Date LTV: 54.7%
  U/W NCF DSCR: 3.53x
  U/W NOI Debt Yield: 14.4%

 

The following table presents certain information relating to the lease rollover at the Suarez Puerto Rico Industrial Portfolio Properties:

 

Lease Rollover Schedule(1)(2)
Year

# of Leases

Rolling

SF Rolling

Annual UW

Rent PSF

Rolling

Approx. %

of Total SF

Rolling

Approx.

Cumulative %

of SF Rolling

Total UW
Rent

Rolling

Approx. %

of Total

Rent

Rolling

Approx.

Cumulative % of

Total Rent

Rolling

2021447,604$14.495.3%5.3%$689,6527.5%7.5%
20226152,427$14.8116.9%22.1%$2,257,25224.5%32.0%
20235104,868$9.8611.6%33.7%$1,034,49011.2%43.3%
202400$0.000.0%33.7%$00.0%43.3%
20256182,171$8.9520.1%53.9%$1,630,65517.7%61.0%
2026338,621$10.994.3%58.1%$424,2744.6%65.6%
202700$0.000.0%58.1%$00.0%65.6%
2028110,676$7.501.2%59.3%$80,0700.9%66.5%
202900$0.000.0%59.3%$00.0%66.5%
20302304,092$10.1433.6%92.9%$3,083,60933.5%100.0%
203100$0.000.0%92.9%$00.0%100.0%
2032 & Thereafter00$0.000.0%92.9%$00.0%100.0%
Vacant063,947$0.007.1%100.0%$00.0%              100.0%
Total / Wtd. Avg.27904,406$10.95(3)100.0% $9,200,002100.0% 

 

 

(1)Information is based on the underwritten rent roll dated August 10, 2021.
(2)Certain tenants may have lease termination options that are not reflected in the Lease Rollover Schedule.
(3)Wtd. Avg. Annual UW Rent PSF Rolling excludes vacant space.

 

COVID-19 Update. As of August 24, 2021, the Suarez Puerto Rico Industrial Portfolio Properties are open and operating and no underwritten tenants requested rent relief. The first debt service payment on the Suarez Puerto Rico Industrial Portfolio Whole Loan is due in October 2021 and, as of August 24, 2021, the Suarez Puerto Rico Industrial Portfolio Whole Loan is not subject to any forbearance, modification or debt service relief request.

 

The Market. The Suarez Puerto Rico Industrial Portfolio Properties are located in Caguas, Puerto Rico and Guaynabo, Puerto Rico within the Warehouse market in the San Juan metropolitan statistical area. The San Juan metropolitan statistical area spans 358 miles. According to the appraisals, the warehouse industrial market within the San Juan metropolitan statistical area comprises six municipalities, each of which constitutes a submarket: Carolina, Bayamón, Cataño, Guaynabo, Trujillo Alto and San Juan. Access to the San Juan Industrial Park and Wendy’s is provided by Baldorioty de Castro Expressway, the 65th Infantry Highway, De Diego Expressway, Las Américas Expressway, the Luis A Ferré Expressway, and Road PR-2. Access to the Rexco Industrial Park is provided by Road PR-2 and the De Diego Expressway. According to the appraisal, as of 2020, there was approximately 540,000 SF of vacant warehouse space in the San Juan Warehouse market.

 

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  Geographic Summary(1)
SubmarketMedian Household IncomePopulation