FWP 1 n799_ts-x4.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206361-07
     

 

November 23, 2016  JPMCC 2016-JP4

 

Free Writing Prospectus

 

Structural and Collateral Term Sheet

 

 

JPMCC 2016-JP4 

 

 

 

$997,640,641

(Approximate Mortgage Pool Balance)

 

$869,194,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 

 

 

Commercial Mortgage Pass-Through Certificates

Series 2016-JP4

 

 

 

JPMorgan Chase Bank, National Association

Starwood Mortgage Funding VI LLC

Benefit Street Partners CRE Finance LLC

Ladder Capital Finance LLC

Mortgage Loan Sellers

 

J.P. Morgan  
Lead Manager and Sole Bookrunner
 
Drexel Hamilton

 

 

Co-Managers

 

Academy Securities

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.


 

 

November 23, 2016  JPMCC 2016-JP4

 

This material is for your information, and none of J.P. Morgan Securities LLC (“JPMS”), Drexel Hamilton, LLC (“Drexel”) or Academy Securities, Inc. (“Academy Securities”) (each individually, an “Underwriter”, and together, the ‘‘Underwriters’’) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

 

The Depositor has filed a registration statement (including a prospectus) with the SEC (SEC File no. 333-206361) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the Depositor has filed with the SEC for more complete information about the Depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Website 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 (866) 669-7629 or by emailing the ABS Syndicate Desk at abs_synd@jpmorgan.com.

 

Neither this document nor anything contained in this document shall form the basis for any contract or commitment whatsoever. The information contained in this document is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale. These materials are subject to change, completion or amendment from time to time.

 

This document has been prepared by the Underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended) and/or Part VI of the Financial Services and Markets Act 2000 (as amended) or other offering document.

 

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) that have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected in this document. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these certificates. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the Computational Materials. The specific characteristics of the certificates may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any certificate described in the Computational Materials are subject to change prior to issuance. None of the Underwriters nor any of their respective affiliates make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the certificates.

 

This information is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change.

 

This document contains forward-looking statements. Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth in this document. While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of their dates, the Depositor undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Investors should not place undue reliance on forward-looking statements and are advised to make their own independent analysis and determination with respect to the forecasted periods, which reflect the Depositor’s view only as of the date of this document.

 

J.P. Morgan is the marketing name for the investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by JPMS and its securities affiliates, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, National Association and its banking affiliates. JPMS is a member of SIPC and the NYSE.

 

Capitalized terms used in this material but not defined herein shall have the meanings ascribed to them in the Preliminary Prospectus (as defined below).

 

THE CERTIFICATES REFERRED TO IN THESE MATERIALS ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS.

 

THE UNDERWRITERS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR AFFILIATES OR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CERTIFICATE OR CONTRACT DISCUSSED IN THESE MATERIALS.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Indicative Capital Structure

 

Publicly Offered Certificates

Class Expected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional Amount(1) Approximate Initial Credit Support(2) Expected Weighted Avg. Life (years)(3) Expected Principal Window(3) Certificate Principal to Value Ratio(4) Underwritten NOI Debt Yield(5)
 A-1 Aaa(sf) / AAAsf / AAA(sf) $35,667,000 30.000% 2.68 1/17 – 9/21 40.4% 16.0%
 A-2 Aaa(sf) / AAAsf / AAA(sf) $129,067,000 30.000% 4.91 9/21 – 12/21 40.4% 16.0%
 A-3 Aaa(sf) / AAAsf / AAA(sf) $215,000,000 30.000% 9.73 7/26 – 10/26 40.4% 16.0%
 A-4 Aaa(sf) / AAAsf / AAA(sf) $266,136,000 30.000% 9.89 10/26 – 11/26 40.4% 16.0%
 A-SB Aaa(sf) / AAAsf / AAA(sf) $52,478,000 30.000% 7.44 12/21 – 7/26 40.4% 16.0%
 X-A(6) Aa1(sf) / AAAsf / AAA(sf) $758,206,000 N/A N/A N/A N/A N/A
 X-B(6) Aa3(sf) / AA-sf / AAA(sf) $61,106,000 N/A N/A N/A N/A N/A
 A-S Aa1(sf) / AAAsf / AAA(sf)

$59,858,000

24.000% 9.90 11/26 – 11/26 43.9% 14.7%
 B Aa3(sf) / AA-sf / AA-(sf) $61,106,000 17.875% 9.93 11/26 – 12/26 47.4% 13.6%
 C  NR / A-sf / A-(sf) $49,882,000 12.875% 9.98 12/26 – 12/26 50.3% 12.9%

 

Privately Offered Certificates(7)

Class Expected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional Amount(1) Approximate Initial Credit Support Expected Weighted Avg. Life (years)(3) Expected Principal Window(3) Certificate Principal to Value Ratio(4) Underwritten NOI Debt Yield(5)
 X-C(6) NR / BBB-sf / BBB-(sf) $105,999,000 N/A N/A N/A N/A N/A
 D NR / BBB-sf / BBB-(sf) $56,117,000 7.250% 10.00 12/26 – 1/27 53.5% 12.1%
 E NR / BB-sf / BB(sf) $22,447,000 5.000% 10.08 1/27 – 4/27 54.8% 11.8%
 F NR / NR / B-(sf) $17,459,000 3.250% 10.31 4/27 – 4/27 55.8% 11.6%
 NR NR / NR / NR $32,423,640 0.000% 10.31 4/27 – 4/27 57.7% 11.2%
(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%.

(2)The credit support percentages set forth for Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates represent the approximate initial credit support for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates in the aggregate.

(3)Assumes 0% CPR / 0% CDR and a December 22, 2016 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated November 23, 2016 (the “Preliminary Prospectus”).

(4)The “Certificate Principal to Value Ratio” for any Class (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates. The Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificate Principal to Value Ratios are calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.

(5)The “Underwritten NOI Debt Yield” for any Class (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates) is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage loans and (b) the total initial Certificate Balance of all of the Classes of Principal Balance Certificates divided by the total initial Certificate Balance for such Class and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

(6)The Class X-A, Class X-B and Class X-C Notional Amounts are defined in the Preliminary Prospectus.

(7)The Class X-C, Class D, Class E, Class F and Class NR Certificates are not being offered by the Preliminary Prospectus and this Term Sheet. The Class R and Class Z Certificates are not shown above.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summary of Transaction Terms

 

Securities Offered: $869,194,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Lead Manager and Sole Bookrunner: J.P. Morgan Securities LLC.
Co-Managers: Drexel Hamilton, LLC and Academy Securities, Inc.
Mortgage Loan Sellers: JPMorgan Chase Bank, National Association (“JPMCB”) (63.5%), Starwood Mortgage Funding VI LLC (“SMF VI”) (15.1%), Benefit Street Partners CRE Finance LLC (“BSP”) (11.2%) and Ladder Capital Finance LLC (“LCF”) (10.2%).
Master Servicer: Wells Fargo Bank, National Association.
Special Servicer: LNR Partners, LLC (“LNR”).
Directing Certificateholder: LNR Securities Holdings, LLC (or its affiliate).
Trustee: Wilmington Trust, National Association.
Certificate Administrator: Wells Fargo Bank, National Association.
Operating Advisor: Pentalpha Surveillance LLC.
Asset Representations Reviewer: Pentalpha Surveillance LLC.
Rating Agencies: Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, Inc. (“KBRA”).
Pricing Date: On or about December 2, 2016.
Closing Date: On or about December 22, 2016.
Cut-off Date: With respect to each mortgage loan, the related due date in December 2016, or with respect to any mortgage loan that has its first due date in January 2017, the date that would otherwise have been the related due date in December 2016.
Distribution Date: The 4th business day after the Determination Date in each month, commencing in January 2017.
Determination Date: 11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in January 2017.
Assumed Final Distribution Date: The Distribution Date in April 2027 which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date: The Distribution Date in December 2049.
Tax Treatment: The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.
Form of Offering: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Publicly Offered Certificates”) will be offered publicly. The Class X-C, Class D, Class E, Class F, Class NR, Class R and Class Z Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors and to institutions that are not U.S. Persons pursuant to Regulation S.
SMMEA Status: The Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
ERISA: The Publicly Offered Certificates are expected to be ERISA eligible.
Optional Termination: On any Distribution Date on which the aggregate principal balance of the pool of mortgage loans is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date, or (ii) if any of the mortgage loans identified on Annex A-1 to the Preliminary Prospectus as “Moffett Gateway”, “Walgreens Pool 3” or “Walgreens Pool 6” is an asset of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of the mortgage loan(s) identified on Annex A-1 to the Preliminary Prospectus as “Moffett Gateway”, “Walgreens Pool 3” or “Walgreens Pool 6” that remain outstanding on such date of determination and 1% of the aggregate principal balance of the mortgage loans as of the cut-off date by (B) the aggregate principal balance of the mortgage loans as of the Cut-off Date, certain entities specified in the Preliminary Prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus (provided, however, that the termination right will not be exercisable in connection with the percentage threshold in (ii) above prior to the Distribution Date in January 2027). Refer to “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus.
Minimum Denominations: The Publicly Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A and Class X-B Certificates will be issued in minimum denominations of $1,000,000 and in integral multiples of $1 in excess of $1,000,000.
Settlement Terms: DTC, Euroclear and Clearstream Banking.
Analytics: The transaction is expected to be modeled by Intex Solutions, Inc. and Trepp, LLC and is expected to be available on Bloomberg L.P., Blackrock Financial Management Inc., Interactive Data Corporation, CMBS.com, Moody’s Analytics, Markit Group Limited and Thomson Reuters Corporation.
Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. REFER TO THE “RISK FACTORS” SECTION OF THE PRELIMINARY PROSPECTUS.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Collateral Characteristics

 

Loan Pool  
  Initial Pool Balance (“IPB”): $997,640,641
  Number of Mortgage Loans: 40
  Number of Mortgaged Properties: 72
  Average Cut-off Date Balance per Mortgage Loan: $24,941,016
  Weighted Average Current Mortgage Rate: 4.22948%
  10 Largest Mortgage Loans as % of IPB: 56.3%
  Weighted Average Remaining Term to Maturity: 111 months
  Weighted Average Seasoning: 1 month
     
Credit Statistics  
  Weighted Average UW NCF DSCR(1)(2): 2.22x
  Weighted Average UW NOI Debt Yield(1): 11.2%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(1)(3): 57.7%
  Weighted Average Maturity Date LTV(1)(2)(3)(4): 51.4%
     
Other Statistics  
  % of Mortgage Loans with Additional Debt: 28.0%
  % of Mortgaged Properties with Single Tenants: 12.1%
     
Amortization  
  Weighted Average Original Amortization Term(5): 359 months
  Weighted Average Remaining Amortization Term(5): 358 months
  % of Mortgage Loans with Interest-Only: 36.8%
  % of Mortgage Loans with Amortizing Balloon: 34.7%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 28.3%
  % of Mortgage Loans with Interest-Only followed by ARD Structure: 0.2%
     
Cash Management(6)  
  % of Mortgage Loans with In-Place, CMA Lockboxes: 47.9%
  % of Mortgage Loans with Springing Lockboxes: 33.4%
  % of Mortgage Loans with In-Place, Hard Lockboxes: 18.7%
     
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 69.7%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 30.5%
  % of Mortgage Loans Requiring Monthly CapEx Reserves(7): 63.8%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(8): 45.2%
     
(1)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 9, 14, 18, 22 and 23, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(2)In the case of Loan No. 5, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the Mortgage Loan UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.

(3)In the case of Loan Nos. 5, 8, 13 and 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(4)In the case of Loan Nos. 39 and 40, each with an anticipated repayment date, Maturity Date LTV is as of the related anticipated repayment date.

(5)Excludes nine mortgage loans that are interest-only for the entire term or until the anticipated repayment date.

(6)For a more detailed description of Cash Management, refer to “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Mortgaged Property Accounts” in the Preliminary Prospectus.

(7)CapEx Reserves include FF&E reserves for hotel properties.

(8)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by retail, industrial and office properties or properties that have a retail, office or industrial component.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Collateral Characteristics

 

Mortgage Loan Seller

Number of
Mortgage Loans

Number of
Mortgaged
Properties

Aggregate
Cut-off Date
Balance

% of
IPB

JPMCB(1) 16 21  $633,695,271 63.5%
SMF VI 13 23  150,641,255 15.1  
BSP   5    5   112,039,114 11.2  
LCF(2)   6 23  101,265,000 10.2  
Total: 40 72

$997,640,641

100.0%
(1)In the case of Loan No. 1, the whole loan was co-originated by JPMCB, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A. In the case of Loan No. 2, the whole loan was co-originated by JPMCB and Société Générale.

(2)In the case of Loan No. 18, the whole loan was co-originated by LCF and Citigroup Global Markets Realty Corp.

 

Ten Largest Mortgage Loans
 
No. Loan Name Mortgage
Loan
Seller
No.
of
Prop.
Cut-off Date
Balance
% of
IPB
SF/Rooms/
Pads/Units
Property
Type

UW

NCF DSCR(1)(3)

UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(2)
Maturity
Date
LTV(1)(2)
1 Hilton Hawaiian Village JPMCB 1 $94,000,000 9.4% 2,860 Hotel 4.47x 19.0% 31.2% 31.2%
2 Fresno Fashion Fair Mall JPMCB 1 $80,000,000 8.0% 536,093 Retail 2.14x 8.1% 57.5% 57.5%
3 9 West 57th Street JPMCB 1 $63,000,000 6.3% 1,680,218 Office 3.64x 10.6% 29.8% 29.8%
4 Riverway JPMCB 1 $63,000,000 6.3% 869,120 Office 1.42x 10.3% 72.6% 59.6%
5 Moffett Gateway JPMCB 1 $60,000,000 6.0% 612,691 Office 1.95x 11.9% 46.3% 39.3%
6 Summit Mall JPMCB 1 $50,000,000 5.0% 528,234 Retail 4.50x 15.8% 41.5% 41.5%
7 North Hills Village JPMCB 1 $44,100,000 4.4% 560,826 Retail 1.64x 10.1% 65.3% 60.6%
8 Hotel Palomar San Diego JPMCB 1 $38,000,000 3.8% 211 Hotel 2.55x 11.8% 47.4% 47.4%
9 Redwood MHC Portfolio LCF 18 $37,000,000 3.7% 4,007 Manufactured Housing 1.38x 8.2% 71.8% 61.5%
10 925 Common BSP 1 $32,500,000 3.3% 199 Multifamily 1.23x 8.3% 55.0% 46.7%
                       
  Top 3 Total/Weighted Average 3 $237,000,000 23.8%     3.46x 13.1% 39.7% 39.7%
  Top 5 Total/Weighted Average 5 $360,000,000 36.1%     2.85x 12.4% 46.6% 43.1%
  Top 10 Total/Weighted Average 27 $561,600,000 56.3%     2.69x 12.0% 49.8% 46.1%
                           
(1)In the case of Loan Nos. 1, 2, 3, 4, 5, 6 and 9, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include any related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(2)In the case of Loan Nos. 5 and 8, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(3)In the case of Loan No. 5, the Mortgage Loan UW NCF DSCR and Total Debt UW NCF DSCR are calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedules provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the Mortgage Loan UW NCF DSCR and Total Debt UW NCF DSCR are calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Collateral Characteristics

 

Pari Passu Companion Loan Summary
   

No.

Loan Name

Trust Cut-off Date
Balance

Pari Passu Loan(s) Cut-off Date Balance

Total Mortgage Loan Cut-off
Date Balance(1)

Controlling
Pooling &
Servicing
Agreement

Master Servicer

Special Servicer

Voting Rights

1 Hilton Hawaiian Village $94,000,000 $602,600,000 $696,600,000 Hilton USA Trust 2016-HHV Wells Fargo Aegon Hilton USA Trust 2016-HHV
2 Fresno Fashion Fair Mall $80,000,000 $245,000,000 $325,000,000 JPMDB 2016-C4 Wells Fargo Midland JPMDB 2016-C4
3 9 West 57th Street $63,000,000 $950,724,000 $1,013,724,000 JPMCC 2016-NINE Wells Fargo Wells Fargo JPMCC 2016-NINE
4 Riverway $63,000,000 $65,000,000 $128,000,000 JPMCC 2016-JP4 Wells Fargo LNR JPMCC 2016-JP4
5 Moffett Gateway $60,000,000 $183,000,000 $243,000,000 JPMCC 2016-JP4 Wells Fargo LNR JPMCC 2016-JP4
6 Summit Mall $50,000,000 $35,000,000 $85,000,000 JPMCC 2016-JP4 Wells Fargo LNR JPMCC 2016-JP4
9 Redwood MHC Portfolio $37,000,000 $59,000,000 $96,000,000  (2) Wells Fargo(2) LNR(2) (2)
14 1140 Avenue of the Americas $24,000,000 $75,000,000 $99,000,000 (2) Wells Fargo(2) LNR(2) (2)
18 80 Park Plaza $20,500,000 $112,500,000 $133,000,000 CGCMT 2016-C3 Midland Rialto CGCMT 2016-C3
22 Salesforce Tower $18,000,000 $90,000,000 $108,000,000 JPMCC 2016-JP3 Midland Torchlight JPMCC 2016-JP3
23 Dick’s Sporting Goods Portfolio $17,976,072 $12,982,719 $30,958,791 JPMCC 2016-JP4 Wells Fargo LNR JPMCC 2016-JP4
                   
(1)In the case of Loan Nos. 1, 3 and 5, the Total Mortgage Loan Cut-off Date Balance excludes the related Subordinate Companion Loan(s).

(2)In the case of Loan Nos. 9 and 14, the related whole loans are expected to be serviced pursuant to the securitization of the related controlling pari passu companion loan. The parties identified are those expected to be related to such securitization.

 

Additional Debt Summary(1)

 

No.

Loan Name

Trust
Cut-off Date Balance

Subordinate Debt Cut-off Date Balance(2)

Total Debt Cut-off Date Balance

Mortgage

Loan

UW NCF DSCR(2)(3)

Total Debt UW NCF DSCR(3)

Mortgage Loan
Cut-off Date LTV(2)(4)

Total Debt Cut-off Date LTV(4)

Mortgage Loan UW NOI Debt Yield(2)

Total Debt UW NOI Debt Yield

1 Hilton Hawaiian Village $94,000,000 $578,400,000 $1,275,000,000 4.47x 2.44x 31.2% 57.2% 19.0% 10.4%
3 9 West 57th Street $63,000,000 $186,276,000 $1,200,000,000 3.64x 3.08x 29.8% 35.3% 10.6%   9.0%
5 Moffett Gateway $60,000,000 $152,000,000 $395,000,000 1.95x 1.22x 46.3% 75.2% 11.9%   7.3%
7 North Hills Village $44,100,000 $9,500,000 $53,600,000 1.64x 1.14x 65.3% 79.4% 10.1%   8.3%
22 Salesforce Tower $18,000,000 $24,029,583 $132,029,583 2.47x 1.41x 59.6% 72.9% 12.7% 10.4%
(1)In the case of Loan Nos. 1, 3 and 7, subordinate debt represents one or more Subordinate Companion Loans. In the case of Loan No. 5, subordinate debt represents a Subordinate Companion Loan and a mezzanine loan. In the case of Loan No. 22, subordinate debt represents a mezzanine loan.

(2)In the case of Loan Nos. 1, 3, 5, 7 and 22, Mortgage Loan UW NCF DSCR, Mortgage Loan Cut-off Date LTV and Mortgage Loan UW NOI Debt Yield calculations include any related Pari Passu Companion Loans, where applicable, but exclude the related Subordinate Companion Loan(s).

(3)In the case of Loan No. 5, the Mortgage Loan UW NCF DSCR and Total Debt UW NCF DSCR are calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedules provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the Mortgage Loan UW NCF DSCR and Total Debt UW NCF DSCR are calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.

(4)In the case of Loan Nos. 5 and 22, the Mortgage Loan Cut-off Date LTV and the Total Debt Cut-off Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Collateral Characteristics

 

Mortgaged Properties by Type(1)

 

           

Weighted Average

Property Type  Property Subtype Number of Properties Cut-off Date Principal
Balance
% of
IPB
Occupancy UW
NCF
DSCR(2)(3)
UW
NOI Debt Yield(2)
Cut-off
Date LTV(2)(4)
Maturity
Date LTV(2)(4)(5)
Retail Anchored 7 $135,372,003 13.6% 93.0% 1.47x 9.5% 67.6% 60.0%
  Super Regional Mall 1 80,000,000 8.0  88.2% 2.14x 8.1% 57.5% 57.5%
  Regional Mall 1 50,000,000 5.0  92.3% 4.50x 15.8% 41.5% 41.5%
  Freestanding 16 47,662,554 4.8  100.0% 1.30x 8.1% 65.7% 53.9%
  Shadow Anchored 5 39,990,429 4.0  97.8% 1.53x 10.0% 72.4% 60.4%
  Unanchored 3 13,630,013 1.4  100.0% 1.43x 9.7% 68.9% 57.5%
  Subtotal: 33 $366,654,999 36.8% 93.5% 2.01x 9.9% 62.2% 56.1%
                   
Office Suburban 6 $211,221,809 21.2% 93.9% 1.58x 10.8% 64.0% 54.0%
  CBD 4  125,500,000 12.6   75.6% 2.84x 10.5% 46.3% 44.7%
  Subtotal: 10 $336,721,809 33.8% 87.1% 2.05x 10.7% 57.4% 50.5%
                   
Hotel Full Service 3 $156,905,313 15.7% 88.7% 3.63x 16.3% 40.8% 38.8%
  Limited Service 2  18,916,965   1.9 74.9% 2.52x 14.9% 60.5% 48.7%
  Extended Stay 1  8,570,821   0.9 73.9% 2.18x 14.9% 61.2% 45.4%
  Subtotal: 6 $184,393,100 18.5% 86.6% 3.45x 16.1% 43.8% 40.1%
                   
Multifamily High Rise 1 $32,500,000 3.3% 93.5% 1.23x 8.3% 55.0% 46.7%
  Garden 2 25,781,867    2.6 94.7% 1.36x 9.1% 73.1% 64.3%
  Subtotal: 3 $58,281,867 5.8% 94.0% 1.29x 8.7% 63.0% 54.5%
                   
Manufactured Housing Manufactured Housing 15 $29,279,911 2.9% 80.2% 1.38x 8.2% 71.8% 61.5%
  Recreational Vehicle Park 3 7,720,089    0.8 76.6% 1.38x 8.2% 71.8% 61.5%
  Subtotal: 18 $37,000,000 3.7% 79.5% 1.38x 8.2% 71.8% 61.5%
                   
Industrial Flex 2 $14,588,866 1.5% 88.2% 1.52x 10.5% 67.6% 55.1%
  Subtotal: 2 $14,588,866 1.5% 88.2% 1.52x 10.5% 67.6% 55.1%
                   
  Total / Weighted Average: 72 $997,640,641 100.0% 89.5%  2.22x 11.2% 57.7% 51.4%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 9, 14, 18, 22 and 23, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(3)In the case of Loan No. 5, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the expiration of the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.

(4)In the case of Loan Nos. 5, 8, 13 and 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 39 and 40, each with an anticipated repayment date, Maturity Date LTV is as of the related anticipated repayment date.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Collateral Characteristics

 

 (MAP)

 

Mortgaged Properties by Location(1)
 
       

Weighted Average

 

State

Number of Properties

Cut-off Date Principal Balance

% of
IPB

Occupancy

UW
NCF DSCR(2)(3)

UW
NOI Debt
Yield(2)

Cut-off Date LTV(2)(4)

Maturity Date LTV(2)(4)(5)

 
California 3 $178,000,000 17.8% 90.4% 2.16x 10.2% 51.6% 49.2%  
Hawaii 1 94,000,000 9.4 94.6% 4.47x 19.0% 31.2% 31.2%  
New York 2 87,000,000 8.7 71.0% 3.23x 10.3% 36.8% 36.8%  
Pennsylvania 3 72,787,741 7.3 95.1% 1.59x 10.2% 65.1% 59.3%  
Illinois 3 68,292,873 6.8 95.4% 1.41x 10.2% 72.2% 59.2%  
Ohio 3 66,934,250 6.7 93.2% 3.75x 14.4% 49.1% 46.2%  
Texas 6 62,575,188 6.3 92.8% 1.46x 9.6% 72.0% 63.1%  
Florida 6 60,916,548 6.1 87.2% 1.74x 10.8% 68.6% 57.6%  
Georgia 3 35,432,019 3.6 89.5% 1.91x 11.6% 67.5% 57.9%  
Louisiana 1 32,500,000 3.3 93.5% 1.23x 8.3% 55.0% 46.7%  
Minnesota 2 31,058,010 3.1 85.2% 1.32x 9.9% 73.1% 61.9%  
Nevada 2 29,660,675 3.0 92.4% 1.59x 10.7% 66.5% 53.4%  
Washington 1 26,964,703 2.7 82.2% 1.35x 8.8% 69.1% 56.0%  
New Jersey 1 20,500,000 2.1 85.8% 1.52x 9.4% 75.0% 65.6%  
Indiana 2 20,093,343 2.0 87.5% 2.36x 12.4% 60.8% 59.3%  
Iowa 5 18,653,199 1.9 100.0% 1.27x 7.9% 64.5% 52.3%  
Oklahoma 1 17,650,000 1.8 73.9% 1.36x 11.7% 70.3% 65.1%  
Kansas 3 12,971,006 1.3 86.8% 1.76x 11.1% 62.7% 50.9%  
Arizona 5 10,748,147 1.1 88.3% 1.32x 8.0% 67.9% 56.5%  
New Hampshire 3 9,881,041 1.0 100.0% 1.40x 9.5% 70.8% 57.2%  
Maryland 3 7,271,656 0.7 95.4% 1.38x 8.2% 71.8% 61.5%  
Michigan 3 6,941,354 0.7 61.8% 1.38x 8.2% 71.8% 61.5%  
Colorado 2 6,829,286 0.7 100.0% 1.27x 7.9% 64.5% 52.3%  
Kentucky 1 5,886,671 0.6 100.0% 1.45x 10.1% 69.3% 57.1%  
Connecticut 4 5,383,885 0.5 95.6% 1.38x 8.2% 71.8% 61.5%  
Alabama 1 4,891,087 0.5 100.0% 1.47x 11.4% 66.1% 48.5%  
Virginia 1 2,775,459 0.3 100.0% 1.27x 7.9% 64.5% 52.3%  
Missouri 1 1,042,500 0.1 100.0% 1.55x 8.4% 75.0% 75.0%  
Total / Wtd. Avg: 72 $997,640,641 100.0%   89.5% 2.22x   11.2% 57.7% 51.4%  
                         
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 9, 14, 18, 22 and 23, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(3)In the case of Loan No. 5, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the UW NCF DSCR are calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.

(4)In the case of Loan Nos. 5, 8, 13 and 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 39 and 40, each with an anticipated repayment date, Maturity Date LTV is as of the related anticipated repayment date.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

       

Weighted Average 

Range of Cut-off Date
Principal Balances
Number of Loans Cut-off Date
Principal Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
$1,042,500  - $9,999,999 10 $54,187,391     5.4% 4.60622% 119 1.69x 11.4% 66.2% 54.2%
$10,000,000  - $19,999,999 11 173,088,357 17.3 4.67712% 101 1.61x 10.4% 67.6% 59.0%
$20,000,000  - $24,999,999 7 153,300,190 15.4 4.36475% 118 1.67x 9.8% 67.3% 58.4%
$25,000,000  - $49,999,999 6 207,064,703 20.8 4.59773% 95 1.61x 9.6% 63.1% 55.7%
$50,000,000  - $94,000,000 6 410,000,000 41.1 3.75416% 119 3.05x 12.8% 45.9% 42.9%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Mortgage Interest Rates

 

       

Weighted Average 

Range of
Mortgage Interest Rates
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
2.85950%  - 3.99999% 5 $273,700,000     27.4% 3.34073% 120 2.83x 11.0% 46.6% 44.4%
4.00000%  - 4.49999% 16 363,859,853 36.5 4.28020% 111 2.40x 12.3% 58.3% 52.3%
4.50000%  - 4.94999% 11 239,759,509 24.0 4.70440% 110 1.69x 10.4% 65.3% 54.6%
4.95000%  - 5.35000% 8 120,321,278 12.1 5.15145% 93 1.35x 9.8% 65.6% 58.0%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Original Term to Maturity in Months

 

       

Weighted Average 

Original Term to
Maturity in Months
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
60 5 $133,419,608    13.4% 4.71907% 59 1.82x 10.8% 61.0% 57.5%
120 32 764,037,307 76.6 4.19176% 119 2.36x 11.4% 57.6% 51.2%
122 2 40,183,726  4.0 4.68000% 121 1.27x 7.9% 64.5% 52.3%
126 1 60,000,000  6.0 3.31940% 124 1.95x 11.9% 46.3% 39.3%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Remaining Term to Maturity in Months

 

       

Weighted Average 

Range of Remaining Term to Maturity in Months Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
57 - 60 5 $133,419,608    13.4% 4.71907% 59 1.82x 10.8% 61.0% 57.5%
61 - 124 35   864,221,033 86.6 4.15390% 119 2.28x 11.3% 57.1% 50.4%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

  (1) In the case of Loan Nos. 39 and 40, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are as of the related anticipated repayment date.
  (2) In the case of Loan Nos.1, 2, 3, 4, 5, 6, 9, 14, 18, 22 and 23 the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).
  (3) In the case of Loan No. 5, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.
  (4) In the case of Loan Nos. 5, 8, 13 and 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Collateral Characteristics

 

Original Amortization Term in Months

 

       

Weighted Average 

Original
Amortization
Term in Months
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
Interest Only 9 $369,115,000    37.0% 3.76331% 112 3.37x 13.1% 42.9% 42.9%
300 2 13,461,908 1.3 4.60643% 118 1.92x 13.6% 63.0% 46.5%
360 29 615,063,732 61.7 4.50100% 110 1.54x 10.0% 66.4% 56.5%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Remaining Amortization Term in Months

 

       

Weighted Average 

Range of Remaining
Amortization Term in Months
Number of Loans

Cut-off Date

Principal Balance

% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)

Interest Only

9 $369,115,000    37.0% 3.76331% 112 3.37x 13.1% 42.9% 42.9%
298 - 300 2 13,461,908  1.3 4.60643% 118 1.92x 13.6% 63.0% 46.5%
357 - 360 29 615,063,732 61.7 4.50100% 110 1.54x 10.0% 66.4% 56.5%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Amortization Types

 

       

Weighted Average 

Amortization Types Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
Interest Only 7 $367,000,000   36.8% 3.75442% 112 3.38x 13.1% 42.7% 42.7%
Balloon 18 346,675,641 34.7 4.69145% 103 1.56x 10.4% 67.6% 56.8%
IO-Balloon 13 281,850,000 28.3 4.27178% 120 1.52x 9.7% 64.8% 55.7%
ARD-Interest Only 2 2,115,000   0.2 5.30564% 116 1.53x 8.4% 75.0% 75.0%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios(1)(2)

 

       

Weighted Average 

Range of Underwritten Net
Cash Flow Debt Service
Coverage Ratios
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
1.23x  - 1.24x 2 $42,800,000       4.3% 5.04644% 120 1.23x 8.2% 59.0% 49.4%
1.25x  - 1.74x 26 475,447,541  47.7 4.60850% 107 1.44x 9.6% 69.8% 59.8%
1.75x  - 2.24x 6 203,661,080  20.4 3.76932% 120 2.09x 10.5% 55.2% 50.7%
2.25x  - 2.74x 3 68,732,019    6.9 4.42516% 85 2.55x 12.7% 53.3% 51.0%
2.75x  - 4.50x 3 207,000,000  20.7 3.57779% 118 4.22x 15.7% 33.3% 33.3%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%
  (1) In the case of Loan Nos. 39 and 40, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are as of the related anticipated repayment date.
  (2) In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 9, 14, 18, 22 and 23 the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).
  (3) In the case of Loan No. 5, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan.
  (4) In the case of Loan Nos. 5, 8, 13 and 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Collateral Characteristics

 

LTV Ratios as of the Cut-off Date(1)(3)

 

       

Weighted Average 

Range of
Cut-off Date LTVs
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
29.8% - 49.9% 5 $305,000,00     30.6% 3.64871% 112 3.57x 14.4% 37.6% 36.2%
50.0% - 59.9% 6 178,872,687 17.9 4.21625% 112 1.95x 9.3% 57.0% 54.7%
60.0% - 64.9% 4 61,486,567   6.2 4.56543% 120 1.68x 10.4% 63.6% 50.8%
65.0% - 69.9% 10 169,058,449  16.9 4.42150% 103 1.62x 10.4% 67.2% 56.9%
70.0% - 76.1% 15 283,222,939  28.4 4.67572% 112 1.41x 9.6% 72.7% 62.3%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

LTV Ratios as of the Maturity Date(1)(3)

 

       

Weighted Average 

Range of
Maturity Date/ARD LTVs
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
29.8% - 44.9% 4 $267,000,000    26.8% 3.51972% 119 3.71x 14.8% 36.2% 34.6%
45.0% - 49.9% 6 102,878,873 10.3 4.71225% 97 2.04x 11.5% 54.3% 47.3%
50.0% - 54.9% 6 112,937,456 11.3 4.66846% 109 1.58x 10.2% 64.7% 53.4%
55.0% - 59.9% 11 278,777,445 27.9 4.27804% 119 1.75x 9.4% 64.9% 57.9%
60.0% -

75.0%

13 236,046,867 23.7 4.55453% 99 1.46x 9.6% 71.5% 63.3%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Prepayment Protection

 

       

Weighted Average 

Prepayment Protection Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
Defeasance(5) 24 $563,188,239    56.5% 4.22478% 115 2.10x 11.1% 59.1% 51.0%
Defeasance or Yield Maintenance 8 238,998,726 24.0 4.10030% 119 2.84x 12.5% 49.7% 46.9%
Yield Maintenance 8 195,453,676 19.6 4.40099% 89 1.79x 10.0% 63.3% 57.9%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%

 

Loan Purpose

 

       

Weighted Average 

Loan Purpose Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term(1) UW
NCF DSCR(2)(3)
UW
NOI
DY(2)
Cut-off
Date LTV(2)(4)
Maturity
Date
LTV(1)(2)(4)
Refinance 29 $734,982,586    73.7% 4.19029% 110 2.35x 11.7% 55.4% 48.9%
Acquisition 10 182,658,054 18.3 4.66859% 112 1.74x 10.7% 66.9% 58.6%
Recapitalization 1 80,000,000   8.0 3.58700% 119 2.14x 8.1% 57.5% 57.5%
Total / Weighted Average: 40 $997,640,641  100.0% 4.22948% 111 2.22x 11.2% 57.7% 51.4%
  (1) In the case of Loan Nos. 39 and 40, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are as of the related anticipated repayment date.
  (2) In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 9, 14, 18, 22 and 23 the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 5 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).
  (3) In the case of Loan No. 5, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 7, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion of principal payable on the related Whole Loan.
  (4) In the case of Loan Nos. 5, 8, 13 and 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.
  (5) In the case of Loan Nos. 4, 5, 6 and 22, in each case, the loan documents permit the borrowers to prepay the related loan with yield maintenance premium in the event the defeasance lockout period has not expired after certain dates. See the individual write-ups in this term sheet and “Description of the Mortgage Pool – Certain Terms of the Mortgage Loans - Defeasance; Collateral Substitution” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Collateral Characteristics

 

Previous Securitization History(1)

 

   No. Loan Name Location Property Type Previous Securitization
  1 Hilton Hawaiian Village Honolulu, HI Hotel HILT 2013-HLT
  3 9 West 57th Street New York, NY Office COMM 2012-9W57
  6 Summit Mall Fairlawn, OH Retail JPMCC 2007-LD12
  9 Redwood MHC Portfolio Various Manufactured Housing Various(2)
 11 International Plaza Bloomington, MN Office CWCI 2006-C1
 12 Everett Plaza Everett, WA Retail MSC 2007-IQ14
 13 Bilmar Beach Resort Treasure Island, FL Hotel JPMBB 2014-C19
 17 PGA Financial Plaza Palm Beach Gardens, FL Office JPMCC 2007-LD11
 19 Walgreens Pool 3 Various Retail BACM 2006-5
 20 Walgreens Pool 6 Various Retail BACM 2006-5
23.01 Dick’s Keene Keene, NH Retail BACM 2006-1
23.02 Dick’s Concord Concord, NH Retail CGCMT 2006-C5
23.03 Dick’s Wichita Wichita, KS Retail CGCMT 2006-C5
23.04 Dick’s Bloomingdale Bloomingdale, IL Retail CGCMT 2006-C5
23.06 PetSmart Concord Concord, NH Retail CGCMT 2006-C5
 24 Tech Ridge Office Park Tulsa, OK Office NLY 2014-FL1
 25 Twelve Oaks Savannah, GA Retail WBCMT 2006-C29
 26 Market at Hilliard Hilliard, OH Retail MSC 2007-T25
 28 HGI Kennesaw Kennesaw, GA Hotel MSC 2007-IQ13
 29 Buckhorn Plaza Bloomsburg, PA Retail MSC 2007-T25
 30 Timbergrove Heights Houston, TX Multifamily MSC 2007-T25
 32 Southwest Business Center Las Vegas, NV Industrial JPMCC 2007-CIBC18(3)
 33 Hinesville Central Hinesville, GA Retail WBCMT 2007-C30
 34 Presidents Industrial Orlando, FL Industrial GSMS 2012-GCJ7
 36 Townley Park Center Retail Lexington, KY Retail CSMC 2006-C5
 38 West Hills Plaza Midfield, AL Retail MSC 2007-IQ14
  (1) The table above represents the properties for which the previously existing debt was most recently securitized, based on information provided by the related borrower or obtained through searches of a third-party database.
  (2) The previously existing debt related to properties Nos. 9.04, 9.06 and 9.11, was previously securitized in LBUBS 2006-C7. The previously existing debt related to the remaining properties in the Redwood MHC Portfolio was previously securitized in LBUBS 2006-C6.
  (3) A mortgage loan that was included in the JPMCC 2007-CIBC18 securitization was secured in part by the Southwest Business Center mortgaged property and in part by additional collateral that does not secure the Southwest Business Center mortgage loan.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Class A-2(1)

 

No.

Loan Name

Location

Cut-off Date Balance

% of IPB

Maturity Date Balance

% of Certificate Class(2)

Original Loan Term

Remaining Loan Term

UW NCF DSCR(3)

UW NOI Debt Yield

Cut-off Date LTV(4)

Maturity Date LTV(4)

7 North Hills Village Pittsburgh, PA $44,100,000   4.4% $40,897,441 31.7% 60 60 1.64x 10.1% 65.3% 60.6%
8 Hotel Palomar San Diego San Diego, CA $38,000,000   3.8% 38,000,000 29.4% 60 59 2.55x 11.8% 47.4% 47.4%
21 Franklin Marketplace Philadelphia, PA $18,187,741   1.8% 16,855,505 13.1% 60 57 1.50x 10.6% 58.7% 54.4%
24 Tech Ridge Office Park Tulsa, OK $17,650,000   1.8% 16,345,711 12.7% 60 60 1.36x 11.7% 70.3% 65.1%
27 The Riviera Houston, TX $15,481,867   1.6% 14,324,897 11.1% 60 59 1.44x 9.9% 74.1% 68.5%
Total / Weighted Average:  

$133,419,608

13.4%

$126,423,555

98.0%

60 59

1.82x

10.8%

61.0%

57.5%

  (1) The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates, including the Class A-2 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.
  (2) Reflects the percentage equal to the Maturity Date Balance divided by the initial Class A-2 Certificate Balance.
  (3) In the case of Loan No. 7, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion of principal payable on the related Whole Loan.
  (4) In the case of Loan No. 8, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural Overview

 

■    Accrual:

 

  Each Class of Certificates (other than the Class R and Class Z Certificates) will accrue interest on a 30/360 basis. The Class R Certificates will not accrue interest. On each Distribution Date, any excess interest collected in respect of any mortgage loan in the trust with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates.
     

■    Distribution of Interest:

 

 

On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R and Class Z Certificates) at the applicable pass-through rate will be distributed in the following order of priority to the extent of available funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B and Class X-C Certificates (the “Senior Certificates”), on a pro rata basis, based on the interest entitlement for each such Class on such date, and then to the Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates, in that order, in each case until the interest entitlement for such date payable to each such Class is paid in full.

 

The pass-through rate applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates on each Distribution Date, will be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), (iii) the lesser of a specified fixed pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage.

 

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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S 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 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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate on the Class B Certificates for the related Distribution Date.

 

The pass-through rate for the Class X-C 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 rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class C and Class D Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date.

 

On each Distribution Date, any excess interest collected in respect of any mortgage loan in the trust with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z Certificates.

 

See “Description of the Certificates—Distributions” in the Preliminary Prospectus.

 

■    Distribution of Principal:

 

 

On any Distribution Date prior to the Cross-Over Date, payments in respect of principal of the Certificates will be distributed:

 

first, to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB planned principal balance for the related Distribution Date set forth in Annex E to the Preliminary Prospectus, second, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, third, to the Class A-2 Certificates, until the Certificate Balance of such Class is reduced to zero, fourth, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero, fifth, to the Class A-4 Certificates, until the Certificate Balance of such Class is reduced to zero, and sixth, to the Class A-SB Certificates, until the Certificate Balance of such Class is reduced to zero and then to the Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural Overview

 

 

On any Distribution Date on or after the Cross-Over Date, payments in respect of principal of the Certificates will be distributed to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, pro rata based on the Certificate Balance of each such Class until the Certificate Balance of each such Class is reduced to zero.

 

The “Cross-Over Date” means the Distribution Date on which the aggregate Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates have been reduced to zero as a result of the allocation of realized losses to such Classes.

 

The Class X-A, Class X-B and Class X-C Certificates (the “Class X Certificates”) will not be entitled to receive distributions of principal; however, the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates, the notional amount of the Class X-B Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class B Certificates and the notional amount of the Class X-C Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class C and Class D Certificates.

 

■    Yield Maintenance / Fixed Penalty Allocation:

 

  For purposes of the distribution of Yield Maintenance Charges on any Distribution Date, Yield Maintenance Charges collected in respect of the mortgage loans will first be allocated pro rata among four groups (based on the aggregate amount of principal distributed to the Principal Balance Certificates in each group), consisting of (a) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S and Class X-A Certificates (“YM Group A”), (b) the Class B and Class X-B Certificates (“YM Group B”), (c) the Class C, Class D and Class X-C Certificates (“YM Group C”), and (d) the Class E, Class F and Class NR Certificates (the “YM Group D”). As among the Classes of Certificates in each YM Group, other than the YM Group D, each Class of Certificates entitled to distributions of principal will receive an amount calculated generally in accordance with the following formula and as more specifically described in the Preliminary Prospectus, with any remaining Yield Maintenance Charges on such Distribution Date being distributed to the class of Class X Certificates in such YM Group.

 

    YM Charge X Principal Paid to Class X (Pass-Through Rate on Class – Discount Rate)
    Total Principal Paid (Mortgage Rate on Loan – Discount Rate)

 

  As among the Classes of Certificates in the YM Group D, each Class of Certificates entitled to distributions of principal will receive an amount calculated generally in accordance with the following formula and as more specifically described in the Preliminary Prospectus.

 

    YM
Charge
X Principal Paid to Class
    Total Principal Paid  

 

  No Yield Maintenance Charges will be distributed to the Class R or Class Z Certificates.
     

■    Realized Losses:

 

 

Losses on the mortgage loans will be allocated first to the Class NR, Class F, Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case until the Certificate Balance of all such Classes have been reduced to zero, and then, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, pro rata, based on the Certificate Balance of each such Class, until the Certificate Balance of each such Class has been reduced to zero. The notional amounts of the Class X-A, Class X-B and Class X-C Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates that are components of the notional amounts of the Class X-A, Class X-B and Class X-C Certificates, respectively.

 

Losses on each pari passu Whole Loan will be allocated, pro rata, between the related mortgage loan and the related pari passu companion loan, based upon their respective principal balances. With respect to the Moffett Gateway Whole Loan, the Hilton Hawaiian Village Whole Loan, the 9 West 57th Street Whole Loan and the North Hills Village Whole Loan, losses will be allocated first to each related subordinate companion loan(s) until reduced to zero and then to the related mortgage loan and any related pari passu companion loans, pro rata, based on their respective principal balances.

 

■    Interest Shortfalls:

 

  A shortfall with respect to the amount of available funds distributable in respect of interest can result from, among other sources: (a) delinquencies and defaults by borrowers; (b) shortfalls resulting from the application of appraisal reductions to reduce P&I Advances; (c) shortfalls

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural Overview

 

  resulting from interest on Advances made by the Master Servicer, the Special Servicer or the Trustee; (d) shortfalls resulting from the payment of Special Servicing Fees and other additional compensation that the Special Servicer is entitled to receive; (e) shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer; (f) shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and (g) shortfalls resulting from other unanticipated or default-related expenses of the trust. Any such shortfalls that decrease the amount of available funds distributable in respect of interest to the Certificateholders will reduce distributions to the classes of Certificates (other than the Class R and Class Z Certificates) beginning with those with the lowest payment priorities, in reverse sequential order. See “Description of the Certificates—Distributions—Priority of Distributions” in the Preliminary Prospectus.
     

■    Appraisal Reduction Amounts:

 

 

With respect to mortgage loans serviced under the Pooling and Servicing Agreement, upon the occurrence of certain trigger events with respect to a mortgage loan, which are generally tied to certain events of default under the related mortgage loan documents, the Special Servicer will be obligated to obtain an appraisal of the related mortgaged property and the Master Servicer will calculate the Appraisal Reduction Amount. The “Appraisal Reduction Amount” is generally the amount by which the current principal balance of the related mortgage loan or serviced whole loan, plus outstanding advances, real estate taxes, unpaid servicing fees and certain similar amounts exceeds 90% of the appraised value of the related mortgaged property, plus the amount of any escrows and letters of credit.

 

With respect to the Non-Serviced Whole Loans, any Appraisal Reduction Amount will be similarly determined pursuant to the related trust and servicing agreement or pooling and servicing agreement, as applicable, under which it is serviced.

 

In general, the Appraisal Reduction Amounts that are allocated to the mortgage loans are notionally allocated to reduce, in reverse sequential order, the Certificate Balance of each Class of Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates) beginning with the Class NR Certificates for certain purposes, including certain voting rights and the determination of the controlling class. As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated to the related mortgage loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate class of certificates then-outstanding (i.e., first, to Class NR Certificates; second, to the Class F Certificates; third, to the Class E Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).

 

With respect to each serviced pari passu Whole Loan, the Appraisal Reduction Amount is notionally allocated, pro rata, between the related mortgage loan and the related serviced pari passu companion loan(s), based upon their respective principal balances. With respect to the Moffett Gateway Whole Loan and the North Hills Village Whole Loan, all appraisal reductions will first be allocated to the subordinate companion loans until reduced to zero and then to the related mortgage loan and any related pari passu companion loans, pro rata, based on their respective principal balances.

 

■    Appraisal Reduced Interest:

 

  Accrued and unpaid interest at the related Mortgage Rate for a mortgage loan that is not advanced by the Master Servicer or the Trustee as backup master servicer due to the application of Appraisal Reduction Amounts to such mortgage loan.
     

■    Master Servicer Advances:

 

  The Master Servicer will be required to advance certain delinquent scheduled mortgage loan payments of principal and interest and certain property protection advances, in each case, to the extent the Master Servicer deems such advances to be recoverable. At any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Master Servicer in respect of delinquent payments of interest on any mortgage loan will be reduced to equal the product of (x) the interest portion of the amount that would be advanced without regard to any Appraisal Reduction Amount and (y) a fraction, the numerator of which is the then-outstanding principal balance of the mortgage loan minus the Appraisal Reduction Amount and the denominator of which is the then-outstanding principal balance of the mortgage loan. The Master Servicer will not make any principal or interest advances with respect to any companion loan.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural Overview

 

■    Whole Loans:

 

 

12 mortgage loans are each evidenced by one mortgage loan and one or more companion loans (each a “Companion Loan” and collectively with the related mortgage loan, a “Whole Loan”), secured by the same mortgage(s) on the related mortgaged property(ies). Each such mortgage loan and its related Companion Loan(s) are subject to an intercreditor agreement. None of these Companion Loans will be part of the trust.

 

In the case of the Whole Loans, referred to as the “Hilton Hawaiian Village Whole Loan”, the “Fresno Fashion Fair Mall Whole Loan”, the “9 West 57th Street Whole Loan”, the “Riverway Whole Loan”, the “Moffett Gateway Whole Loan”, the “Summit Mall Whole Loan”, the “Redwood MHC Portfolio Whole Loan”, the “1140 Avenue of the Americas Whole Loan”, the “80 Park Plaza Whole Loan”, the “Salesforce Tower Whole Loan” and the “Dick’s Sporting Goods Portfolio Whole Loan”, one or more related Companion Loans are pari passu with the related mortgage loan (these Companion Loans are also referred to as the “Pari Passu Companion Loans”). In the case of each of the Moffett Gateway Whole Loan, the Hilton Hawaiian Village Whole Loan and the 9 West 57th Street Whole Loan, in addition to the related Pari Passu Companion Loans, one or more related Companion Loans are subordinate in right of payment to the related mortgage loan and the related Pari Passu Companion Loans (these Companion Loans, together with the North Hills Village Subordinate Companion Loan are also referred to as the “Subordinate Companion Loans”).

 

The Moffett Gateway Pari Passu Companion Loan, the Moffett Gateway Subordinate Companion Loan, the Riverway Pari Passu Companion Loan, the Summit Mall Pari Passu Companion Loan, the North Hills Village Subordinate Companion Loan and the Dick’s Sporting Goods Portfolio Pari Passu Companion Loan are referred to as “Serviced Companion Loans”.

 

The Moffett Gateway Whole Loan, the Riverway Whole Loan, the Summit Mall Whole Loan, the North Hills Village Whole Loan and the Dick’s Sporting Goods Portfolio Whole Loan (each, a “Serviced Whole Loan”) will be serviced under the pooling and servicing agreement for the JPMCC 2016-JP4 transaction (the “Pooling and Servicing Agreement”).

 

The Subordinate Companion Loan related to the Moffett Gateway Whole Loan and the North Hills Village Whole Loan are referred to as the “Moffett Gateway Subordinate Companion Loan” and the “North Hills Village Subordinate Companion Loan”, respectively.

 

The Fresno Fashion Fair Mall Whole Loan is being serviced and administered pursuant to the JPMDB 2016-C4 pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Fresno Fashion Fair Mall Whole Loan” in the Preliminary Prospectus.

 

The Hilton Hawaiian Village Whole Loan is expected to be serviced and administered pursuant to the terms of the Hilton USA Trust 2016-HHV trust and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Hilton Hawaiian Village Whole Loan” in the Preliminary Prospectus.

 

The 9 West 57th Street Whole Loan is being serviced and administered pursuant to the terms of the JPMCC 2016-NINE trust and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The 9 West 57th Street Whole Loan” in the Preliminary Prospectus.

 

The Redwood MHC Portfolio Whole Loan and the 1140 Avenue of the Americas Whole Loan are expected to be serviced pursuant to the pooling and servicing agreement relating to the securitization of the related controlling pari passu companion loan as described under as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Redwood MHC Portfolio Whole Loan” and “—The 1140 Avenue of the Americas Whole Loan” in the Preliminary Prospectus.

 

The Salesforce Tower Whole Loan is being serviced pursuant to the JPMCC 2016-JP3 pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Salesforce Tower Whole Loan” in the Preliminary Prospectus.

 

The 80 Park Plaza Whole Loan is expected to be serviced pursuant to the CGCMT 2016-C3 pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The 80 Park Plaza Whole Loan” in the Preliminary Prospectus.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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  The Fresno Fashion Fair Mall Whole Loan, the Hilton Hawaiian Village Whole Loan, the 9 West 57th Street Whole Loan, the Redwood MHC Portfolio Whole Loan, the 1140 Avenue of the Americas Whole Loan, the 80 Park Plaza Whole Loan and the Salesforce Tower Whole Loan are each a “Non-Serviced Whole Loan” and collectively the “Non-Serviced Whole Loans”.
     

■    Highlighted Servicing Provisions:

 

 

The servicing provisions for this transaction include certain modifications to the provisions used in prior transactions. These modifications include, but are not limited to, the following:

 

The Special Servicer will not be entitled to any fees from the securitization trust or the related borrower during a fee restricted period, other than a portion of default interest collected on the related mortgage loan, if the Special Servicer elects to cause a mortgage loan to be transferred to special servicing under either of the following circumstances:

 

1.  A transfer to special servicing as a result of an imminent or reasonably foreseeable default when the master servicer has not independently transferred the mortgage loan to special servicing for that reason; or

 

2.  A transfer to special servicing after a maturity date default under circumstances where the master servicer has determined that the borrower has, prior to such maturity date, provided from an acceptable lender an executed term sheet or refinancing commitment or an executed purchase and sale agreement, in each case, that is consistent with CMBS market practices and is reasonably satisfactory in form and substance acceptable to the Master Servicer evidencing an expected refinancing of the mortgage loan or sale of the related Mortgaged Property.

 

A fee restricted period will end and the Special Servicer will generally be entitled to the special servicing fees payable with respect to any specially serviced loan after such mortgage loan would become a specially serviced loan for any other reason.

 

Certain revisions to the rights of the Directing Certificateholder to approve “major decisions” have been incorporated in the Preliminary Prospectus, including limiting the involvement of the Directing Certificateholder in (1) the replacement of the related property management company and (2) the consent to modifications of any mezzanine intercreditor agreement in circumstances when the Directing Certificateholder is affiliated with the mezzanine lender.

 

The Certificate Administrator will be required to identify the then-current Directing Certificateholder as part of its monthly distribution date statement.

 

See “Description of the Certificates” and “Pooling and Servicing Agreement” in the Preliminary Prospectus.

 

■    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 interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. After the adjusted interest amount is so allocated, any remaining liquidation proceeds will be allocated to offset certain advances and 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 delinquent interest that was not advanced as a result of Appraisal Reduction Amounts and any interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. Any liquidation proceeds in respect of each such mortgage loan in excess of the related outstanding balance will first be applied to offset any interest shortfalls allocated to the Certificates (other than the Class R Certificates), in sequential order, and then to offset any realized losses allocated to the Certificates, in sequential order. Any liquidation proceeds remaining after such applications will be distributed to the Class R Certificates.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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■    Sale of Defaulted Loans and REO Properties:

 

The Special Servicer is required to solicit offers for any defaulted loan or REO property (other than a non-serviced mortgage loan), if the Special Servicer determines that no satisfactory arrangements can be made for collection of delinquent payments and the sale would be in the best economic interests of the certificateholders (or, in the case of any Serviced Whole Loan, the certificateholders and any holders of the related Serviced Pari Passu Companion Loans, as a collective whole, taking into account the pari passu nature of any Companion Loans), on a net present value basis.

 

In the case of each non-serviced mortgage loan, under certain circumstances permitted under the related intercreditor agreement, to the extent that such non-serviced mortgage loan is not sold together with the related non-serviced companion loan by the special servicer for the related Non-Serviced Whole Loans, the Special Servicer will be entitled to sell (with respect to any mortgage loan other than an Excluded Loan, with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing) such non-serviced mortgage loan if it determines in accordance with the servicing standard that such action would be in the best interests of the certificateholders.

 

The Special Servicer is required to accept the highest cash offer received from any person for any defaulted loan or REO property in an amount at least equal to par plus accrued interest plus all other outstanding amounts due under such mortgage loan and any outstanding expenses of the trust relating to such mortgage loan (the “Purchase Price”) except as described in the Preliminary Prospectus.

 

With respect to the Serviced Whole Loans, any such sale of the related defaulted loan is required to also include the related Pari Passu Companion Loans, if any, and the prices will be adjusted accordingly.

 

In connection with such sale and fair value determination, within 30 days of a defaulted loan becoming a specially serviced loan, the Special Servicer is required to order an appraisal and, within 30 days of receipt of such appraisal, is required to determine the fair value of such defaulted loan in accordance with the applicable servicing standard. If, however, the Special Servicer is already in the process of obtaining an appraisal with respect to the related mortgaged property, the Special Servicer is required to make its fair value determination as soon as reasonably practicable (but in any event within 30 days) after its receipt of such appraisal. Additionally, with respect to the mortgage loans that have mezzanine debt or permit mezzanine debt in the future, the mezzanine lenders may have the option to purchase the related mortgage loan after certain events of default under such mortgage loan. In addition, with respect to the Moffett Gateway Whole Loan and the North Hills Village Whole, the holders of the related Subordinate Companion Loans may have an option to purchase the related mortgage loan after certain events of default under such mortgage loan.

 

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

 

If the Special Servicer does not receive a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the defaulted loan or REO property at the Purchase Price. If the Special Servicer does not purchase the defaulted loan or REO property at the Purchase Price, the Special Servicer is required to accept the highest offer received from any person that is determined to be a fair price (supported by an appraisal required to be obtained by the Special Servicer within 30 days of a mortgage loan becoming a specially serviced mortgage loan) for such defaulted loan or REO property, if the highest offeror is a person other than a party to the Pooling and Servicing Agreement, the Directing Certificateholder, any sponsor, any borrower, any manager of a mortgaged property, any independent contractor engaged by the Special Servicer, with respect to a defaulted whole loan, the depositor, Master Servicer, Special Servicer (or independent contractor engaged by such Special Servicer) and each holder of any related Companion Loan (including the trustee or a controlling class representative for the securitization of a Companion Loan) or mezzanine loan (but only with respect to the related mortgage loan), or any known affiliate of any such person (each, an “Interested Person”). If the highest offer is made by an Interested Person, the Trustee will determine (based upon the most recent appraisal or updated appraisal conducted in accordance with the terms of the Pooling and Servicing Agreement) whether the offer constitutes a fair price for the defaulted loan or REO property provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties and the Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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retained by the Trustee in connection with making such determination. Neither the Trustee nor any of its affiliates may make an offer for or purchase any specially serviced mortgage loan or REO property.

 

If the Special Servicer does not receive any offers that are at least equal to the Purchase Price, the Special Servicer is not required to accept the highest offer and may accept a lower offer for a defaulted loan or REO property if the 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, with respect to any Serviced Whole Loan, the holder of the related Companion Loans, as a collective whole, as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender), so long as such lower offer was not made by the Special Servicer or any of its affiliates. With respect to the Moffett Gateway Whole Loan and the North Hills Village Whole Loan, the special servicer will be permitted to sell the related Subordinate Companion Loan along with the related mortgage loan and any Pari Passu Companion Loans if it determines that a sale of the Moffett Gateway Whole Loan of the North Hills Village Whole Loan, as applicable, would maximize recoveries on the related Whole Loan in accordance with the Servicing Standard. If title to any mortgaged property is acquired by the trust fund, the Special Servicer will be required to sell such mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (a) the IRS grants or has not denied an extension of time to sell such mortgaged property or (b) the Special Servicer, Trustee and the Certificate Administrator receive an opinion of independent counsel to the effect that the holding of the property by the trust longer than the above-referenced three-year period will not result in the imposition of a tax on any REMIC of the trust fund or cause any REMIC of the trust fund to fail to qualify as a REMIC.

 

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan, included in the JPMCC 2016-JP4 Trust, and the related Companion Loan(s), as a single loan. In connection with any such sale, the then-applicable special servicer will be required to follow procedures substantially similar to those set forth above.

 

■    Control Eligible Certificates:

 

  Classes E, F and NR.

■    Control Rights:

 

 

The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, 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 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, however, that in the case of this clause (3), in the event 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. With respect to any mortgage loan (other than any non-serviced mortgage loan, the Moffett Gateway Mortgage Loan prior to the occurrence and continuance of a control appraisal period, the North Hills Village Mortgage Loan prior to the occurrence and continuance of a control appraisal period or any Excluded Loan), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan, the Moffett Gateway Mortgage Loan prior to the occurrence and continuance of a control appraisal period, the North Hills Village Mortgage Loan prior to the occurrence and continuance of a control appraisal period or any Excluded Loan). With respect to any mortgage loan that has or may in the future have mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.

 

With respect to the Moffett Gateway mortgage loan and the North Hills Village mortgage loan, prior to the occurrence and continuance of a control appraisal period, direction and consent

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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rights with respect to the related Whole Loan will be exercised by the holder of the related Subordinate Companion Loan pursuant to the related intercreditor agreement as described in the Preliminary Prospectus. In addition, the holder of the related Subordinate Companion Loan will have certain rights to cure defaults under the related mortgage loan, and in certain circumstances, a holder of the related Subordinate Companion Loan will have the right to purchase the related defaulted mortgage loan. A “Borrower Partymeans a borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For 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.

 

An “Accelerated Mezzanine Loan Lender” means a mezzanine lender under 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 such mezzanine loan.

 

An “Excluded Loan” is a mortgage loan or Whole Loan with respect to which the Directing Certificateholder or the holder of the majority of the controlling class is a Borrower Party. As of the Closing Date, it is expected that there will be no Excluded Loans in this securitization.

 

With respect to the Serviced Whole Loans, direction, consent and consultation rights with respect to the related Whole Loan are subject to certain consultation rights of the holder of the related Pari Passu Companion Loans pursuant to the related intercreditor agreement.

 

With respect to any Non-Serviced Whole Loan (other than the 9 West 57th Street Whole Loan), direction, consent and consultation rights with respect to the related Whole Loan will be exercised by the directing certificateholder or controlling class representative under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable.

 

■    Directing Certificateholder:

 

  LNR Securities Holdings, LLC (or its affiliate) is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Excluded Loans).
     

■    Controlling Class:

 

 

The “Controlling Class” will at any time of determination be 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 allocable to such Class, equal to no less than 25% of the initial Certificate Balance for such Class. Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”.

 

The Controlling Class as of the Closing Date will be the Class NR Certificates; provided that if at any time the principal balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate Class among the Control Eligible Certificates that has an aggregate principal balance greater than zero without regard to any Appraisal Reduction Amounts.

 

■    Control Termination Event:

 

 

A “Control Termination Event” will occur when the Class E certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class; provided that a Control Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero.

 

The “Cumulative Appraisal Reduction Amount” as of any date of determination for any mortgage loan, is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect.

 

An “AB Modified Loan” means any corrected loan (1) that became a corrected loan (which includes for purposes of this definition any non-serviced mortgage loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the trust and servicing agreement or pooling and servicing agreement, as applicable, governing such non-serviced mortgage loan) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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the issuing entity or the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect.

 

The “Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the 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 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 to) 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 Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination.

 

Upon the occurrence and during the continuance of a Control Termination Event, the Controlling Class will no longer have any control rights. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will relinquish its right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain actions that the Master Servicer or the Special Servicer plan on taking with respect to a mortgage loan. Following the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will retain consultation rights with the Special Servicer with respect to certain material actions that the Special Servicer plans on taking with respect to any mortgage loan other than an Excluded Loan. Such consultation rights will continue until the occurrence of a Consultation Termination Event.

 

With respect to the Moffett Gateway Whole Loan and the North Hills Village Whole Loan, pursuant to the related intercreditor agreement, the holder of the related Subordinate Companion Loan will lose its right to direct certain actions upon the occurrence and continuance of a control appraisal event with respect to the related Subordinate Companion Loan, which will occur when the principal balance of such Subordinate Companion Loan (taking into account the application of realized losses, payments of principal and Appraisal Reductions to notionally reduce such balance) has been reduced to less than 25% of the initial principal balance of the Moffett Gateway Subordinate Companion Loan of the North Hills Village Subordinate Companion Loan respectively, less payments of principal.

 

■    Consultation Termination Event:

 

 

A “Consultation Termination Event” will occur when there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; provided that a Consultation Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero.

 

Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class and the Directing Certificateholder will have no rights under the Pooling and Servicing Agreement, other than those rights generally available to all Certificateholders.

 

■    Appraised-Out Class:

 

  A Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such Class, to no longer be the Controlling Class.
     

■    Remedies Available to Holders of an Appraised-Out Class:

 

 

Holders of the majority of any Class of Control Eligible Certificates that are determined at any date of determination to no longer be the Controlling Class as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such class will have the right, at their sole expense, to require the Special Servicer to order a supplemental appraisal report from an MAI appraiser (selected by the Special Servicer) for any mortgage loan (or Serviced Whole Loan) that results in the Class becoming an Appraised-Out Class.

 

Upon receipt of that supplemental appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the supplemental appraisal, any recalculation of the Appraisal Reduction Amount or Collateral

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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  Deficiency Amount is warranted, and if so warranted, the Master Servicer will be required to recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental appraisal and if required by such recalculation, the Appraised-Out Class will be reinstated as the Controlling Class. The holders of an Appraised-Out Class requesting a supplemental appraisal are not permitted to exercise any control or consent rights of the Controlling Class until such time, if any, as the Class is reinstated as the Controlling Class.
     

■    Operating Advisor:

 

 

The Operating Advisor will initially be Pentalpha Surveillance LLC. The Operating Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of specially serviced loans. The Operating Advisor will generally be responsible for reviewing the Special Servicer’s operational practices with respect to the resolution and liquidation of specially serviced loans. In addition, after the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will have certain consultation rights with respect to the specially serviced loans. The Operating Advisor will generally have no obligations or consultation rights under the Pooling and Servicing Agreement with respect to (i) the Non-Serviced Whole Loans or any related REO Property and (ii) the Moffett Gateway Mortgage Loan and the North Hills Village Mortgage Loan, prior to the occurrence and continuance of a control appraisal period with respect to the related mortgage loan, as applicable.

 

However, Pentalpha Surveillance LLC is currently the operating advisor under the JPMDB 2016-C4 pooling and servicing agreement and the JPMCC 2016-JP3 pooling and servicing agreement and, in each such capacity, has certain obligations and consultation rights with respect to the Fresno Fashion Fair Mall Whole Loan and the Salesforce Tower Whole Loan, respectively, that are substantially similar to those of the Operating Advisor under the Pooling and Servicing Agreement.

 

With respect to each mortgage loan or Serviced Whole Loan (other than a non-serviced mortgage loan, the Moffett Gateway Mortgage and the North Hills Village Mortgage Loan (in each case, prior to the occurrence and continuance of a control appraisal period with respect to the related Subordinate Companion Loan)), the Operating Advisor will be responsible for:

 

■    after the occurrence and during the continuance of a Control Termination Event, consulting with the Special Servicer with respect to each asset status report prepared by the Special Servicer and recommending proposed alternative courses of action.

 

■    after the occurrence and during the continuance of a Control Termination Event, preparing an annual report addressing the Operating Advisor’s overall findings and determinations and setting forth its assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement on a platform-level basis with respect to the resolution and/or liquidation of specially serviced loans that the Special Servicer is responsible for servicing under the Pooling and Servicing Agreement. As used above, “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution and liquidation of specially serviced loans, taking into account the Special Servicer’s specific duties under the Pooling and Servicing Agreement as well as the extent to which those duties were performed in accordance with the servicing standard, with reasonable consideration to (and as limited by) the Operating Advisor’s review of any assessment of compliance report, attestation report, asset status report and other information delivered to the Operating Advisor by the Special Servicer with respect to the specially serviced loans (other than any communications between the Directing Certificateholder and the Special Servicer that would be privileged information). The annual report will be based on the Operating Advisor’s knowledge of the Special Servicer’s actions taken during the applicable calendar year with respect to the resolution or liquidation of specially serviced loans that the Special Servicer is responsible for servicing under the Pooling and Servicing Agreement, including knowledge obtained in connection with the Operating Advisor’s review of each asset status report prepared by the Special Servicer.

 

■    prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a specially serviced loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor will be required to review

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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such calculations (with respect to Appraisal Reduction Amounts, if the Special Servicer has calculated such amounts) but will not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.

 

■    after the occurrence and during the continuance of a Control Termination Event, recalculating and verifying, on a limited basis, the accuracy of mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas utilized in connection with any Appraisal Reduction Amount (with respect to Appraisal Reduction Amounts, if the Special Servicer has calculated such amounts) or net present value calculations performed by the Special Servicer. In the event the Operating Advisor does not agree with the mathematical calculations or the application of the non-discretionary portion of the applicable formulas required to be utilized for such calculation, the Operating Advisor and the Special Servicer will consult with each other in order to resolve any disagreement. If there is any disagreement with respect to such calculations that the Operating Advisor and the Special Servicer are unable to resolve, the Certificate Administrator will determine which calculation is to apply.

 

In addition, the Operating Advisor is required to promptly review all information available to Privileged Persons on the Certificate Administrator’s website related to specially serviced loans and certain information available to Privileged Persons on the Certificate Administrator’s website related to mortgage loans included on the monthly CREFC® servicer watch list report, each final asset status report delivered to the Operating Advisor by the Special Servicer and each assessment of compliance report and attestation report prepared by the Special Servicer in order to maintain its familiarity with the mortgage loans and the performance of the Special Servicer under the Pooling and Servicing Agreement.

 

After the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will also consult with the Special Servicer in connection with certain major decisions and propose possible alternative courses of action.

 

In addition, after the occurrence of a Consultation Termination Event, if the Operating Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate Administrator (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

 

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Certificates evidencing at least a majority of the aggregate voting rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Classes to which such Appraisal Reduction Amounts are allocable). In the event the holders of such Certificates elect to remove and replace the Special Servicer, the Certificate Administrator will be required to obtain a rating agency confirmation from each of the rating agencies at that time.

 

■    Replacement of Operating Advisor:

 

 

The Operating Advisor may be terminated or removed under certain circumstances and a replacement operating advisor appointed as described in the Preliminary Prospectus.

 

Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an institution (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by Moody’s, Fitch and KBRA (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of Moody’s, Fitch and KBRA has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction publicly citing servicing concerns with the special servicer or operating advisor as the sole or a material factor in such rating action; (B) that can and will make the representations and warranties of the operating advisor set forth in the Pooling and Servicing Agreement; (C) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; (D) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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  hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; and (E) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least 5 years of experience in collateral analysis and loss projections and (y) has at least 5 years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets. Any Operating Advisor is prohibited from making an investment in any Class of Certificates in the Trust as described in the Preliminary Prospectus.
     

■    Asset Representations Reviewer:

 

 

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and notification from the Certificate Administrator that the required percentage of Certificateholders have voted to direct a review of such delinquent mortgage loans. An “Asset Review Trigger” will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan) held by the issuing entity as of the end of the applicable Collection Period are Delinquent Loans, (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least 15 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period.

 

Following the determination that an Asset Review Trigger has occurred, the Certificate Administrator will include in the Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur. Once an Asset Review Trigger has occurred, Certificateholders evidencing not less than 5% of the voting rights may deliver to the Certificate Administrator a written direction requesting a vote on whether to commence an Asset Review within 90 days after the filing of the Form 10-D reporting the occurrence of the Asset Review Trigger (an “Asset Review Vote Election”). If directed by such Certificateholders, a vote of all Certificateholders will commence and an Asset Review will occur if more than a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of the Asset Review Vote Election. If the vote does not pass, then no further votes will occur until an additional mortgage loan becomes a Delinquent Loan, an additional Asset Review Trigger occurs, and Certificateholders representing 5% of the voting rights again elect to cause a vote of all the Certificateholders.

 

■    Replacement of the Asset Representations Reviewer:

 

  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 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 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 Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the Pooling and Servicing Agreement by written notice to the Asset Representations Reviewer, and the proposed successor asset representations reviewer will be appointed.
     

■    Appointment and Replacement of Special Servicer:

 

  The Directing Certificateholder will appoint the initial Special Servicer as of the Closing Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced for cause at any time and without cause if either (i) LNR Partners, LLC or its affiliate is no longer the Special Servicer or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the controlling class, by the Directing Certificateholder; provided, however, that with respect to the Moffett Gateway Whole

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Loan and the North Hills Village Whole Loan, the holder of the related Subordinate Companion Loan (prior to the occurrence and continuance of a control appraisal period with respect to such Subordinate Companion Loan) will have the right to replace the Special Servicer with respect to that Whole Loan.

 

If the Special Servicer obtains knowledge that it is a Borrower Party with respect to any mortgage loan or Serviced Whole Loan (any such mortgage loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the 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, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Certificateholder or the controlling class representative on its behalf will be required to appoint (and may remove and replace with or without cause) a successor special servicer that is not a Borrower Party in accordance with the terms of the Pooling and Servicing Agreement (an “Excluded Special Servicer”) for the related Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer will be required to use reasonable efforts to select the related Excluded Special Servicer.

 

Upon the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below.

 

After the occurrence of a Consultation Termination Event, the Operating Advisor may also recommend the replacement of the Special Servicer as described above.

 

■    Replacement of Special Servicer by Vote of Certificateholders:

 

 

After the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the 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 to the Certificate Administrator and the Trustee of written confirmations from each Rating Agency that the appointment of such replacement special servicer will not result in a downgrade, withdrawal or qualification of the Certificates (which confirmations will be obtained at the expense of such holders), the Certificate Administrator will be required to post such notice on its Internet website, and by mail conduct the solicitation of votes of all Certificates in such regard, which such vote must occur 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 immediately replace the Special Servicer with a qualified replacement special servicer designated by such holders of Certificates.

 

A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer or the Asset Representations Reviewer described above, the holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of realized losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Classes of Certificates entitled to principal on an aggregate basis.

 

With respect to each of the Serviced Whole Loan, the holders of the related Pari Passu Companion Loans, under certain circumstances following a servicer termination event with respect to the Special Servicer, will be entitled to direct the Trustee (and the Trustee will be required) to terminate the 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, however, that any successor special servicer appointed to replace the Special Servicer with respect to such Whole Loan can generally not be the person (or its affiliate) that was terminated at the direction of the holder of the related Pari Passu Companion Loan.

 

With respect to any Non-Serviced Whole Loan, the JPMCC 2016-JP4 trust as holder of the related mortgage loan has similar termination rights in the event of a servicer termination event with respect to the special servicer under the applicable trust and servicing agreement or

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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  pooling and servicing agreement, as applicable, as described above, which may be exercised by the Directing Certificateholder prior to the Control Termination Event. However, the successor special servicer will be selected pursuant to the applicable trust and servicing agreement or pooling and servicing agreement, applicable, by the related directing holder prior to a control event under such trust and servicing agreement or pooling and servicing agreement, as applicable. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.
     
■    Dispute Resolution Provisions:  

Each Mortgage Loan Seller will be subject to the dispute resolution provisions set forth in the Pooling and Servicing Agreement 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 request to repurchase a mortgage loan (a “Repurchase Request”) is not “Resolved” (as defined below) within 180 days after the related Mortgage Loan Seller receives such Repurchase Request (a “Resolution Failure”), then the Enforcing Servicer (as defined below) will be required to send a notice to the “Initial Requesting Certificateholder” (if any) 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.

 

The Enforcing Servicer will be required to consult with any Certificateholder or Certificate Owner that delivers a notice of its intent to exercise its dispute resolution rights (a “Requesting Certificateholder”) so that a Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods. If a Requesting Certificateholder elects to exercise its right to refer the matter to either mediation or arbitration, then it will become the party responsible for enforcing the Repurchase Request and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. Failure to make an election to exercise that right or failure to begin the elected form of proceedings within the certain timeframe set forth in the Pooling and Servicing Agreement will generally waive the Certificateholders’ or Certificate Owners’ rights with respect to the related Repurchase Request.

 

The “Enforcing Servicer” will be (a) with respect to a specially serviced loan, the Special Servicer, and (b) with respect to a non-specially serviced loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any person other than the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such non-specially serviced loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such non-specially serviced Loan, the Special Servicer.

 

Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect 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 is entered into between the Enforcing Servicer, on behalf of the issuing

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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    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.
■    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 Pooling and Servicing Agreement. Any Certificateholder wishing to communicate with other Certificateholders regarding the exercise of its rights under the terms of the Pooling and Servicing Agreement should deliver a written request signed by an authorized representative of the requesting investor to the Certificate Administrator at the address below:

 

9062 Old Annapolis Road

 

Columbia, Maryland 21045

 

Attention: Corporate Trust Administration Group – JPMCC 2016-JP4

 

With a copy to: trustadministrationgroup@wellsfargo.com

 

■    Master Servicer and Special Servicer Compensation:  

The Master Servicer is entitled to a fee (the “Servicing Fee”) payable monthly from interest received in respect of each mortgage loan, any related REO loan and any related Serviced Companion Loan that will accrue at the related servicing fee rate described in the Preliminary Prospectus. The Special Servicer is also entitled to a fee (the “Special Servicing Fee”) with respect to each specially serviced loan (except with respect to any Fee Restricted Specially Serviced Loan (as defined below) and REO loan (other than a non-serviced mortgage loan) at the special servicing fee rate described in the Preliminary Prospectus.

 

In addition to the Servicing Fee, Special Servicing Fee and certain other fees described below, the Master Servicer and Special Servicer are entitled to retain and share certain additional servicing compensation, including assumption application fees, assumption fees, defeasance fees and certain Excess Modification Fees and consent fees with respect to the mortgage loans. The Special Servicer may also be entitled to either a Workout Fee or Liquidation Fee, but not both, from recoveries in respect of any particular mortgage loan.

 

An “Excess Modification Fee” with respect to any mortgage loan (other than the non-serviced mortgage loans) or Serviced Whole Loan is the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a mortgage loan or Serviced Whole Loan over (ii) all unpaid or unreimbursed additional expenses described in the Preliminary Prospectus (excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding with respect to the related mortgage loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in clause (A), which expenses have subsequently been recovered from the related borrower or otherwise.

 

With respect to the Master Servicer and Special Servicer, the Excess Modification Fees collected and earned by such servicer from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such servicer from the related borrower within the prior 18 months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.00% of the outstanding principal balance of the related mortgage loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment. A “Modification Fee” with respect to any mortgage loan (other than the non-serviced mortgage loans) or Serviced Companion Loan is generally any fee with respect to a modification, extension, waiver or amendment of any mortgage loan and/or related Serviced Companion Loan.

 

A specially serviced loan is a “Fee Restricted Specially Serviced Loan” if (i) such specially serviced loan is a specially serviced loan solely because of an event described in clause (1)(y), (5) or (7) of the definition of “Specially Serviced Loan” in the Preliminary Prospectus and (ii) the Special Servicer made the determination that the related mortgage loan (and any related Serviced Companion Loan) should be transferred to special servicing and the Master Servicer does not agree with the Special Servicer’s determination, as evidenced by, in the case of an event described in clause (5) or (7) of the definition of “Specially Serviced Loan” in the Preliminary Prospectus, an officer’s certificate delivered to the Special Servicer setting forth the reason for such disagreement; provided, however that no specially serviced loan will be a Fee Restricted Specially Serviced Loan if such specially serviced loan is transferred to special

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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servicing by the determination of the Master Servicer or if the Master Servicer and the Special Servicer mutually agree to such transfer. In addition, a specially serviced loan will be a Fee Restricted Specially Serviced Loan only during (i) with respect to a specially serviced loan that is a specially serviced loan solely because of an event described in clause (1)(y) of the definition of “Specially Serviced Loan” in the Preliminary Prospectus, the Fee Restricted Period, and (ii) with respect to a specially serviced loan that is a specially serviced loan solely because of an event described in clause (5) or (7) of the definition of “Specially Serviced Loan” in the Preliminary Prospectus, the Imminent Default Fee Restricted Period.

 

A “Fee Restricted Period” will exist from the occurrence of a Fee Restricted Trigger until the earlier of (i) the time set forth in the applicable Refinancing/P&S Document (as defined below), as extended pursuant to the original terms of such documentation, (ii) 120 days after the balloon payment default or maturity default and (iii) the date that the related borrower fails to make the assumed scheduled payment or the date that the related mortgage loan (or serviced companion loan) would have become a specially serviced loan due to an event other than an event described in clause (1)(y) of the definition of “Specially Serviced Loan” in the Preliminary Prospectus.

 

A “Fee Restricted Trigger” will occur in connection with a balloon payment default or a maturity default if (A) the borrower provides on or prior to the related maturity date or, if the maturity date of such mortgage loan or serviced companion loan has been extended in accordance with the Pooling and Servicing Agreement, the extended maturity date, (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of the related Mortgage Loan or (ii) a signed purchase and sale agreement with respect to a sale of the related Mortgaged Property (each of the documents in clauses (i) and (ii), a “Refinancing/P&S Document”) for a refinancing of the related mortgage loan or sale of the mortgaged property (in each case subject only to typical due diligence and closing conditions and, in the case of a purchase and sale agreement, if such agreement includes delivery of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices and that is satisfactory in form and substance to the Master Servicer but that is not satisfactory to the Special Servicer, from an acceptable lender or purchaser reasonably satisfactory to the Master Servicer but that is not satisfactory to the Special Servicer, and (B) the borrower thereafter continues to make the assumed scheduled payment, and (C) the mortgage loan is not a specially serviced loan due to the occurrence of any other event.

 

An “Imminent Default Fee Restricted Period” will exist, with respect to any specially serviced loan that is a specially serviced loan solely because of an event described in clause (5) or (7) of the definition of “Specially Serviced Loan” in the Preliminary Prospectus, during the period commencing upon the Special Servicer determining that such specially serviced loan will be transferred into special servicing (without the agreement of the Master Servicer) and ending on the date on which a payment default has occurred and remained uncured for 60 days. In the event that the Master Servicer disagrees with the Special Servicer’s determination to transfer such specially serviced loan into special servicing, the Master Servicer will be required to deliver an officer’s certificate to the Special Servicer setting forth the reasons for such disagreement.

 

A “Workout Fee” will generally be payable with respect to each corrected loan (except with respect to a corrected loan that was a Fee Restricted Specially Serviced Loan) (as more specifically described in the Preliminary Prospectus) and will be calculated at a rate of 1.00% of payments of principal and interest on the respective mortgage loan for so long as it remains a corrected loan, subject to a maximum of $1,000,000 in the aggregate with respect to any particular corrected mortgage loan. After receipt by the Special Servicer of Workout Fees with respect to a corrected loan in an amount equal to $25,000, any Workout Fees in excess of such amount will be reduced by the Excess Modification Fee Amount; provided that in the event the Workout Fee, collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer will be entitled to an amount from the final payment on the related corrected loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that corrected loan (including any related Serviced Companion Loan) to be $25,000.

 

The “Excess Modification Fee Amount” for any corrected loan is an amount equal to any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related Serviced Companion Loan) and received and retained by the Master Servicer or the Special Servicer, as applicable, as additional servicing compensation within the prior 18 months of the related modification, waiver, extension or

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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amendment resulting in the mortgage loan or REO loan being a corrected loan, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

A “Liquidation Fee” will generally be payable with respect to each specially serviced loan (except with respect to any Fee Restricted Specially Serviced Loan) or REO property (except with respect to any non-serviced mortgage loan) as to which the Special Servicer obtains a full or partial recovery of the related asset. The Liquidation Fee for each specially serviced mortgage loan will be payable at a rate of 1.00% of the liquidation proceeds (exclusive of default interest) subject to a maximum of $1,000,000; provided, however, that no Liquidation Fee will be less than $25,000.

 

The Liquidation Fees will be reduced by the amount of any Excess Modification Fees received by the Special Servicer with respect to the related mortgage loan (including a Serviced Companion Loan) or REO property as additional compensation within the prior 18 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

Similar fees to those described above will be payable to the applicable special servicer for the Non-Serviced Whole Loans under the related trust and servicing agreement or pooling and servicing agreement, as applicable.

 

Subject to certain limited exceptions, in connection with its duties under the Pooling and Servicing Agreement, the Special Servicer and its affiliates are prohibited from receiving or retaining any compensation (other than compensation specifically provided for under the Pooling and Servicing Agreement) from anyone in connection with the disposition, workout or foreclosure of any mortgage loan, the management or disposition of any REO property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement. In the event the Special Servicer does receive any such compensation, it will be required to disclose those fees to the Certificate Administrator who will include it as part of the statement to Certificateholders.

 

In addition, no liquidation fee will be payable to the Special Servicer if a mortgage loan or Serviced Whole Loan becomes a specially serviced loan only because of a maturity default and the related liquidation proceeds are received within 90 days following the related maturity date as a result of the related mortgage loan or Serviced Whole Loan being refinanced or otherwise repaid in full.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural Overview

 

■    Deal Website:  

The Certificate Administrator will maintain a deal website to which certain persons will have access to certain information including, but not limited to the following, which will be posted:

 

■    special notices;

 

■    summaries of any final asset status reports;

 

■    appraisals in connection with Appraisal Reductions plus any second appraisals ordered;

 

■    an “Investor Q&A Forum”;

 

■    a voluntary investor registry; and

 

■    SEC EDGAR filings.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller(1): JPMCB   Single Asset / Portfolio: Single Asset

Credit Assessment 

(Moody’s/Fitch/KBRA)(2): 

Aa3 / BBB- / BBB+   Title: Fee / Leasehold
Property Type - Subtype: Hotel – Full Service
Original Principal Balance(3): $94,000,000   Net Rentable Area (Rooms)(6): 2,860
Cut-off Date Principal Balance(3): $94,000,000   Location: Honolulu, HI
% of Pool by IPB: 9.4%   Year Built / Renovated: 1961 / 2016
Loan Purpose(4): Refinance   Occupancy / ADR / RevPAR: 94.6% / $250.09 / $236.65
Borrower: Hilton Hawaiian Village LLC   Occupancy / ADR / RevPAR Date: 9/30/2016
Sponsor: Park Intermediate Holdings LLC   Number of Tenants: N/A
Interest Rate: 4.19950%   2013 NOI: $110,964,835
Note Date: 10/24/2016   2014 NOI: $119,860,819
Maturity Date: 11/1/2026   2015 NOI: $128,737,723
Interest-only Period: 120 months   Most Recent NOI (as of 9/2016) $131,893,120
Original Term: 120 months   UW Occupancy / ADR / RevPAR: 94.6% / $250.09 / $236.65
Original Amortization: None   UW Revenues: $374,437,742
Amortization Type: Interest Only   UW Expenses: $241,850,768
Call Protection(5): L(25),DeforGrtr1%orYM(88),O(7)   UW NOI: $132,586,975
Lockbox: CMA   UW NCF: $132,586,975
Additional Debt: Yes   Appraised Value / Per Room: $2,230,000,000 / $779,720
Additional Debt Balance: $602,600,000 / $578,400,000   Appraisal Date: 8/30/2016
Additional Debt Type: Pari Passu / Subordinate Debt      
         

 

Escrows and Reserves(7)   Financial Information(3)
  Initial Monthly Initial Cap       Pari Passu Debt Whole Loan
Taxes: $0 Springing N/A   Cut-off Date Loan / Room: $243,566 $445,804
Insurance: $0 Springing N/A   Maturity Date Loan / Room: $243,566 $445,804
FF&E: $0 Springing N/A   Cut-off Date LTV:   31.2% 57.2%
TI/LC: $0 $0 N/A   Maturity Date LTV:   31.2% 57.2%
Other: $0 $0 N/A   UW NCF DSCR:   4.47x 2.44x
          UW NOI Debt Yield:   19.0% 10.4%
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total 
Mortgage Loan(3) $1,275,000,000 100.0%   Payoff Existing Debt $1,255,912,700 98.5%
        Excess Loan Proceeds(4) 10,621,760 0.8   
        Closing Costs 8,465,540 0.7   
Total Sources $1,275,000,000 100.0%   Total Uses $1,275,000,000 100.0%

(1)The Hilton Hawaiian Village Whole Loan was co-originated by JPMCB, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A.

(2)Moody’s, Fitch and KBRA have confirmed that the Hilton Hawaiian Village Mortgage Loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(3)The Hilton Hawaiian Village Mortgage Loan is part of a whole loan comprised of (i) the mortgage loan (comprised of one senior note with an outstanding principal balance as of the Cut-off Date of $94.0 million), (ii) two companion loans, each of which is pari passu with respect to the Hilton Hawaiian Village Mortgage Loan (such companion loans being comprised of 15 pari passu notes) with an aggregate outstanding principal balance as of the Cut-off Date of $602.6 million and (iii) a subordinate companion loan (comprised of five pari passu notes) with an aggregate outstanding principal balance as of the Cut-off Date of $578.4 million. The Pari Passu Debt Financial Information presented in the chart above reflects the $696.6 million aggregate Cut-off Date balance of the Hilton Hawaiian Village Mortgage Loan and the Hilton Hawaiian Village Pari Passu Companion Loan, excluding the Hilton Hawaiian Village Subordinate Companion Loan. The Whole Loan Financial Information presented in the chart above reflects the Cut-off Date balance of the $1.275 billion Hilton Hawaiian Village Whole Loan, as defined in “The Loan” below.

(4)Excess Loan Proceeds were distributed by the borrower and thereafter utilized by affiliates of Park Hotels & Resorts to prepay other outstanding CMBS loans.

(5)The lockout period will be at least 25 payment dates beginning with and including the first payment date of December 1, 2016. Defeasance of the full $1.275 billion Hilton Hawaiian Village Whole Loan is permitted after the date that is the earlier of (i) May 1, 2019 and (ii) two years from the closing date of the securitization that includes the last note to be securitized (the “REMIC Prohibition Period”). If the borrower has not previously elected to defease the Hilton Hawaiian Village Whole Loan, the borrower is also permitted to prepay the Hilton Hawaiian Village Whole Loan in whole, but not in part, after the expiration of the REMIC Prohibition Period with the payment of a yield maintenance premium.

(6)The Hilton Hawaiian Village property also includes approximately 130,489 square feet of commercial/retail space leased to more than 100 tenants. Additionally, the property includes the 25-story Kalia Tower which is subject to a condominium regime.  Kalia Tower contains six floors totaling 72 timeshare units that are not part of the collateral for the loan.

(7)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

The Loan. The Hilton Hawaiian Village loan is secured by a first mortgage lien on the borrower’s fee and leasehold interests in a 2,860-room luxury full-service destination resort located in Honolulu, Hawaii. The whole loan was co-originated by JPMCB, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A. and has an outstanding principal balance as of the Cut-off Date of $1.275 billion (the “Hilton Hawaiian Village Whole Loan”). The Hilton Hawaiian Village Whole Loan is comprised of (i) a senior loan, comprised of 16 pari passu notes, with an outstanding principal balance of $696.6 million (one of which, Note A-2-A-1, will be contributed to the JPMCC 2016-JP4 Trust, the “Hilton Hawaiian Village Mortgage Loan” and the remaining notes, collectively, the “Hilton Hawaiian Village Pari Passu Companion Loan”) and (ii) a subordinate companion loan, comprised of five pari passu notes (collectively, the “Hilton Hawaiian Village Subordinate Companion Loan”), each as described below. The Hilton Hawaiian Village Mortgage Loan and the Hilton Hawaiian Village Pari Passu Companion Loan are pari passu in right of payment with each other and are generally senior in right of payment to the Hilton Hawaiian Village Subordinate Companion Loan as and to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Hilton Hawaiian Village Whole Loan” in the Preliminary Prospectus. The senior Note A-1-A is expected to be contributed to a private CMBS securitization that will govern the servicing and administration of the Hilton Hawaiian Village Whole Loan and is the controlling note under the related intercreditor agreement, the rights of which will be exercised by the related trustee (or, prior to the occurrence and continuance of a control termination event under the related trust and servicing agreement (the “Hilton Hawaiian Village Trust and Servicing Agreement”), the directing certificateholder under the Hilton Hawaiian Village Trust and Servicing Agreement). However, the JPMCC 2016-JP4 Trust will be entitled, under certain circumstances, to be consulted with respect to certain major decisions (which rights will be exercised by the Directing Certificateholder prior to a Control Termination Event). The Hilton Hawaiian Village Whole Loan has a 10-year term and will be interest-only for the term of the loan. The Hilton Hawaiian Village property was previously securitized in the Hilton USA Trust 2013-HLT trust.

 

Whole Loan Summary
 

 (FLOW CHART) 

 

The Borrower. The borrowing entity for the Hilton Hawaiian Village Whole Loan is Hilton Hawaiian Village LLC, a Hawaii limited liability company and special purpose entity.

 

The Loan Sponsors. The loan sponsor and nonrecourse carve-out guarantor is Park Intermediate Holdings LLC. Park Intermediate Holdings LLC is a wholly owned subsidiary of Park Hotels & Resorts Inc. (“Park Hotels & Resorts”), one of two spin-offs announced by Hilton Worldwide Holdings Inc. (“Hilton”). On February 26, 2016, Hilton announced plans to separate into three independent, publicly traded companies: Park Hotels & Resorts (NYSE: PK), Hilton Grand Vacations Inc. (NYSE: HGV) and Hilton (NYSE: HLT). Park Hotels & Resorts will own most of Hilton’s owned and leased real estate properties and, with over 35,000 rooms and 67 hotels, is expected to be the second-largest publicly traded real estate investment trust in the lodging industry. Hilton Grand Vacations Inc. will own and operate Hilton’s timeshare business, while Hilton will retain its core management and franchise business and continue to trade on the NYSE as a leading global hospitality company. In connection with the proposed restructuring, the borrower has signed an operating lease with an affiliate, which is also a signatory to the loan documents (other than the promissory notes) as a co-obligor. The operating lease will automatically be effective upon consummation of the restructuring. The borrower is also required to deliver a substitute management agreement at that time. The aggregate liability of the guarantor with respect to all full recourse carve-outs in the Hilton Hawaiian Village Whole Loan documents may not exceed an amount equal to 10.0% of the principal balance of the Hilton Hawaiian Village Whole Loan outstanding at the time of the occurrence of such event, plus any and all reasonable third-party collection costs actually incurred by the lender. In addition, the guarantor is not a party to the environmental indemnity. In lieu of the guarantors signing the indemnity, the Hilton Hawaiian Village Whole Loan documents require the borrower to obtain environmental insurance. At origination, the borrower obtained an environmental insurance policy with (i) a term of 10 years, (ii) limits of $10,000,000 per occurrence and $25,000,000 in the aggregate and (iii) a $25,000 deductible.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

The Property. The Hilton Hawaiian Village property is a 2,860-room, full-service luxury resort located on the island of Oahu in Honolulu, Hawaii. The Hilton Hawaiian Village is one of Hawaii’s premier urban resort destinations, situated on an entire city block overlooking Waikiki Beach. The property is situated on an approximately 22-acre site, the majority of which is fee-owned. The property is comprised of 2,860 guest rooms spread across five towers: the Ali’i Tower (348 rooms), Diamond Head Tower (380 rooms), Rainbow Tower (796 rooms), Kalia Tower (315 rooms) and Tapa Tower (1,021 rooms). The towers each offer unique guest room accommodations and are situated on ocean-front property, offering views of Waikiki Beach, Diamond Head and downtown Honolulu. The property is the only self-contained destination resort in Waikiki and offers the largest guest room inventory in the state of Hawaii, as well as the most meeting space within its competitive set. The property offers a host of resort-style amenities and services, including 20 food and beverage outlets, over 150,000 square feet of flexible indoor and outdoor function space, three conference centers, five swimming pools, a saltwater lagoon, spa grottos, the Mandara Spa and Fitness Center, a chapel and a retail component comprised of over 100 retail tenants.

 

The property was initially constructed by Hilton in 1961 and has undergone several extensive renovations throughout its existence. Since 2008, the loan sponsor has invested approximately $232.2 million (approximately $81,188 per room) in capital expenditures spread across all segments of the property. Most recently, the loan sponsor completed a full-scale renovation of its premier luxury guest room tower, the Ali’i Tower, in 2012, updating the guest rooms and suites, main lobby and library at an estimated cost of approximately $20.6 million. Additionally, the loan sponsor completed a comprehensive renovation of the Diamond Head Tower in 2014 at an estimated cost of approximately $17.9 million.

 

Historical Capital Expenditures(1)
  2008 2009 2010 2011 2012 2013 2014 2015 YTD 2016(2) Total
Capital Expenditures(3) $22,216 $16,509 $8,834 $56,117 $42,568 $28,138 $32,965 $15,559 $9,293 $232,198 
Per Room $7,768 $5,772 $3,089 $19,621 $14,884 $9,838 $11,526 $5,440 $3,249 $81,188 
(1)Based on actual capital expenditures as provided by the loan sponsor.

(2)YTD 2016 Capital Expenditures are as of September 30, 2016.

(3)Capital Expenditures are presented in (000)’s.

 

The property offers approximately 150,000 square feet of indoor and outdoor meeting and function space, which is split between three primary locations: the second floor of the Tapa Tower, the base of the Kalia Tower and the Mid-Pacific Conference Center. The property features over 65,000 square feet of indoor meeting space spread throughout four buildings, as well as two outdoor lawns: the Lagoon Green and the Village Green. The Mid-Pacific Conference Center, a stand-alone building, underwent a full-scale refurbishment in 2013 and features 35,000 square feet of meeting/event space, including the 24,840 square foot Coral Ballroom, which is divisible into five separate breakout rooms. It is among the largest conference centers in the Hawaiian Islands and offers the largest capacity ballroom, accommodating up to 2,600 guests.

 

The property features approximately 130,489 square feet of leased retail and restaurant space, which was 78.5% occupied by over 100 tenants as of September 2016. The retail component of the property generated TTM September 2016 sales of approximately $136.1 million for reporting tenants. For the trailing 12-month period ending September 30, 2016, the retail component of the property generated approximately $20.8 million in retail revenue (retail revenue is inclusive of reimbursements for common area maintenance, tax and marketing expenses, as provided by the loan sponsor) which, net of undistributed expenses attributable to the retail component (as estimated by the loan sponsor), accounts for approximately 13.1% of net cash flow, providing diversity to traditional hotel revenue streams. While the majority of the property’s leased space is made up of traditional retail and restaurant tenants, the hotel also leases some office space to Hilton Grand Vacations and third-party travel wholesalers, such as Kintetsu and JTB. The hotel’s Ocean Crystal Chapel and Lagoon Chapel are also leased to a third-party operator.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hilton Hawaiian Village

 

Historical Retail Component Sales(1)
  2013 2014 2015 TTM(2)
Total Sales $130,613,993 $141,808,186 $137,316,925 $136,055,744 
Sales PSF $1,552 $1,651 $1,590 $1,496 
(1)Historical Sales for reporting tenants were provided by the loan sponsor.

(2)TTM is as of September 30, 2016.

 

Collateral Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net
Rentable
Area (SF)
% of
Total
NRA
Lease
Expiration
Date
Base
Rent PSF
% of Total
Base Rent
Most Recent
Sales(3)
Most Recent
Sales PSF(3)
Mandara Spa NA / NA / NA 12,583 9.6% 8/31/2017 $53.61  3.9% $2,903,709  $231 
Hatsuhana Hawaii  NA / NA / NA 6,026 4.6% 11/30/2018 $52.38  1.8% $2,969,958  $493 
Fresco NA / NA / NA 5,983 4.6% 12/31/2018 $58.38  2.0% $3,331,316  $557 
Benihana of Tokyo  NA / NA / NA 5,300 4.1% 5/31/2021 $127.67  3.9% $6,561,789  $1,238 
Best Bridal - Lagoon Chapel NA / NA / NA 4,755 3.6% 10/31/2022 $57.45  1.6% $520,020  $109 
Watabe Wedding(4) NA / NA / NA 4,158 3.2% 1/14/2019 $63.93  1.5% $167,697  $40 
ABC Stores - Tapa Tower NA / NA / NA 3,500 2.7% 8/31/2022 $384.23  7.7% $12,225,38  $3,493 
Louis Vuitton  NA / A+ / NA 3,500 2.7% 8/18/2023 $146.70  2.9% $7,978,397  $2,280 
Lamonts & Whalers General Store NA / NA / NA 2,800 2.1% MTM $163.11  2.6% $1,856,972  $663 
ABC Discount Store   NA / NA / NA 2,145 1.6% 12/31/2018 $812.26   10.0% $14,519,18  $6,769 
(1)Based on the underwritten rent roll.

(2)Ratings provided are for the parent company of the entity listed in the “tenant” field whether or not the parent company guarantees the lease.

(3)Most Recent Sales and Most Recent Sales PSF for reporting tenants were provided by the loan sponsor as of September 30, 2016.

(4)Most Recent Sales and Most Recent Sales PSF for Watabe Wedding represent only partial year performance as the venue opened in 2016.

 

The Hilton Hawaiian Village property is located in Honolulu, Hawaii, in the greater Oahu lodging market and the Waikiki submarket. The island of Oahu serves as an economic center of the Hawaiian Islands. Oahu maintains its status as one of the world’s foremost destinations, with cultural venues, golf courses, restaurants, retail and recreational attractions. In 2015, approximately 5.3 million tourists, or 62.4% of Hawaii’s total air tourists, visited the island of Oahu, making it the most popular destination in the Hawaiian Islands. The total number of air visitors has increased by 435,867 from 2012 to 2015, which represents a 2.9% year-over-year increase. International travel to Oahu represented 46.3% of Oahu’s 5.3 million air visitors in 2015 and was marginally unchanged from 2014. Additionally, visitor expenditures in Oahu totaled $7.4 billion in 2015, which represents 49.3% of total expenditures by air visitors in 2015. Honolulu is the strongest lodging market in Oahu and all of the eight Hawaiian Islands, a status attributable to a temperate year-round climate, popularity as one of the leading group and leisure destinations of Hawaii, superior visitor infrastructure and high barriers to new supply. Honolulu encompasses more than 24,000 guest rooms in 74 properties and consistently achieved occupancy rates in the mid 70% to 80% range, never dropping below 74%, between 2009 and 2015. During this same period, RevPAR in Honolulu increased at an average annual rate of 9.5%, ending 2015 at $190, while the average daily rate achieved a premium of $69 over 2009. The market’s RevPAR in 2009, which represented the trough during the downturn, reflects a 14.6% decline relative to 2007, less than other leading markets.

 

The appraisal identified two hotels either recently opened or currently under construction in the Waikiki submarket that are expected to have some degree of competitive interaction with the Hilton Hawaiian Village property. The 623-room Hilton Garden Inn (Ohana Waikiki West Redevelopment) opened in June 2016, while the 230-room boutique Hyatt Centric (Waikiki Trade Center Redevelopment) is expected to open in March 2017. Though offered at a competitive price-point with national brand affiliations, the appraisal notes that both options are non-beachfront locations with select-service product offerings. Additionally, the appraisal notes significant barriers to entry, including nearly no developable ocean-front land and prohibitively high costs.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hilton Hawaiian Village

 

Historical Occupancy, ADR, RevPAR(1)
  Competitive Set(2) Hilton Hawaiian Village(3) Penetration Factor(4)
 Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2013 89.0% $248.36 $221.07 89.9% $237.77 $213.84 101.0% 95.7% 96.7%
2014 87.8% $250.07 $219.50 90.7% $238.34 $216.26 103.4% 95.3% 98.5%
2015 89.0% $256.75 $228.38 94.4% $240.62 $227.20 106.2% 93.7% 99.5%
TTM(5) 89.9% $259.08 $232.92  94.6% $250.09 $236.65 105.3% 96.5% 101.6%  
                     
(1)Variances between the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the Hilton Hawaiian Village property are attributable to variances in reporting methodologies and/or timing differences.

(2)Data provided by STR. The competitive set contains the following properties: Sheraton Waikiki, Marriott Waikiki Beach Resort & Spa, Hyatt Regency Waikiki Beach Resort & Spa, Westin Moana Surfrider, Sheraton Hotel Princess Kaiulani, Outrigger Reef Waikiki Beach Resort and Outrigger Waikiki Beach Resort.

(3)Based on operating statements provided by the borrower, with the exception of 2013 and 2014 which have been adjusted by STR for both ADR and RevPAR in order to normalize for a change in accounting methodology in 2015. Prior to 2015, borrower operating statements presented ADR and RevPAR inclusive of resort fees. For all years presented above, ADR and RevPAR are calculated exclusive of resort fees.

(4)Penetration Factor is calculated based on data provided by STR for the competitive set and borrower-provided operating statements for the property.

(5)TTM represents the trailing 12-month period ending on September 30, 2016.

 

Competitive Hotels Profile(1)
        2015 Estimated Market Mix 2015 Estimated Operating Statistics
Property Rooms Year
Opened
Meeting
Space (SF)
Wholesale Transient Meeting
& Group
Occupancy ADR RevPAR
Hilton Hawaiian Village(2) 2,860 1961 150,000 37% 44% 19% 94.4% $240.62 $227.20
Primary Competitors                  
Sheraton Waikiki 1,636 1971 48,210 65% 15% 20% 90-95% $300-325 $280-290
Marriott Waikiki Beach Resort & Spa 1,310 1971 55,000 20% 60% 20% 85-90% $210-220 $180-190
Hyatt Regency Waikiki Beach Resort & Spa 1,230 1976 23,130 60% 25% 15% 85-90% $250-260 $220-230
Westin Moana Surfrider 791 1901-1969 23,612 60% 30% 10% 85-90% $350-375 $300-325
Secondary Competitors                  
Sheraton Hotel Princess Kaiulani 1,000 1955 14,000 65% 25% 10% 85-90% $150-160 $130-140
Outrigger Reef Waikiki Beach Resort 635 1956 9,600 55% 40%   5% 85-90% $250-260 $220-230
Outrigger Waikiki Beach Resort 524 1967 5,000 50% 40% 10% 80-85% $260-270 $220-230
 Total(3) 7,126                
(1)Based on the appraisal.

(2)Occupancy, ADR and RevPAR are based on operating statements provided by the borrower.

(3)Excludes the Hilton Hawaiian Village property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hilton Hawaiian Village

 

Operating History and Underwritten Net Cash Flow  
  2013 2014 2015 TTM(1) Underwritten Per Room(2) % of Total
Revenue(3)
 
Occupancy 89.9% 90.7% 94.4% 94.6% 94.6%      
ADR(4) $247.48 $259.85 $240.62 $250.09 $250.09      
RevPAR(4) $222.57 $235.77 $227.20 $236.65 $236.65      
                 
Room Revenue $232,345,007 $246,124,088 $237,172,233 $247,711,744 $247,034,700 $86,376 66.0%  
Resort Fee(4) 0 0 22,462,635 22,641,808 22,752,381 7,955 6.1%  
Food and Beverage Revenue 56,844,007 62,740,100 70,771,369 69,023,623 68,996,667 24,125 18.4%  
Retail Revenue(5) 19,071,361 20,048,658 20,582,018 20,786,062 19,162,812 6,700 5.1%  
Other Departmental Revenue 16,714,514 17,176,781 15,802,967 16,824,201 16,491,183 5,766 4.4%  
                 
Total Revenue $324,974,888 $346,089,627 $366,791,222 $376,987,438 $374,437,742 $130,922 100.0%  
                 
Room Expense $55,976,889 $59,766,137 $62,515,991 $64,556,543 $64,380,098 $22,511 26.1%  
Food and Beverage Expense 45,055,100 48,831,676 56,658,889 56,716,914 56,028,348 19,590 81.2%  
Other Departmental Expense 7,418,538 7,148,334 7,483,496 6,425,274 6,371,608 2,228 38.6%  
Departmental Expenses $108,450,526 $115,746,148 $126,658,376 $127,698,731 $126,780,054 $44,329 33.9%  
                 
Departmental Profit $216,524,362 $230,343,479 $240,132,846 $249,288,707 $247,657,688 $86,594 66.1%  
                 
Operating Expenses $61,997,168 $64,229,329 $62,250,540 $64,897,454 $62,099,714 $21,713 16.6%  
Gross Operating Profit $154,527,194 $166,114,150 $177,882,306 $184,391,253 $185,557,974 $64,880 49.6%  
                 
Management Fee $9,159,509 $9,759,316 $10,366,617 $11,551,940 $10,658,248 $3,727 2.8%  
Incentive Management Fee 7,542,587 8,134,544 8,776,701 9,141,675 9,344,215 3,267 2.5%  
Retail Management Fee 1,081,185 1,142,850 1,168,053 1,174,867 1,053,955 369 0.3%  
Property Taxes 8,335,725 9,129,497 10,512,964 11,773,676 12,249,130 4,283 3.3%  
Property Insurance 3,138,410 3,058,106 2,452,071 2,579,098 3,343,630 1,169 0.9%  
Ground Rent & Other Expense 1,305,948 1,185,432 1,196,527 1,197,379 1,344,312 470 0.4%  
FF&E 12,998,996 13,843,585 14,671,649 15,079,498 14,977,510 5,237 4.0%  
Total Other Expenses $43,562,359 $46,253,331 $49,144,583 $52,498,133 $52,971,000 $18,521 14.1%  
                 
Net Operating Income $110,964,835 $119,860,819 $128,737,723 $131,893,120 $132,586,975 $46,359 35.4%  
  Net Cash Flow $110,964,835 $119,860,819 $128,737,723 $131,893,120 $132,586,975 $46,359 35.4%  
(1)TTM represents the trailing 12-month period ending on September 30, 2016.

(2)Per Room values based on 2,860 guest rooms.

(3)% of Total Revenue for Room Expense, Food and Beverage Expense and Other Departmental Expenses is based on their corresponding revenue line items.

(4)Prior to a change in industry accounting methodology in 2015, resort fees were accounted for as a component of Room Revenue and included in ADR and RevPAR calculations. Since 2014, resort fees have been netted out of Room Revenue and shown separately in the Resort Fee category. ADR and RevPAR are shown net of resort fees for 2015 and all future years.

(5)Retail tenant spaces are occupied pursuant to partial net leases. Retail Revenue is inclusive of reimbursements associated with shared common area maintenance, tax and marketing expenses. Related expenses attributable to the retail component are included in undistributed Operating Expenses for the overall property.

 

Property Management. The property is currently managed by Hilton Management LLC, a Delaware limited liability company and subsidiary of Hilton. The current management agreement is effective as of October 25, 2013 and expires on December 31, 2043, with three 10-year extension options; however, as part of the proposed spinoff, the current management agreement will be replaced with a new management agreement with the same management companies. The new management agreement will expire on December 31 of the 30th year from the effective date of the new agreement, with two 20-year extension options, and provides for (i) a base management fee equal to 3.0% of gross revenue (less revenue from the retail component of the property), (ii) an incentive management fee equal to 6.0% of adjusted gross profit (exclusive of the retail component of the property), (iii) a management fee equal to 5.5% of net retail income with respect to the retail component of the property and (iv) monthly FF&E deposits equal to 4.0% of gross revenue.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hilton Hawaiian Village

 

Escrows and Reserves. No upfront reserves were taken at origination.

 

Tax Escrows – The requirement for the borrower to make monthly deposits to the tax escrow is waived so long as the borrower has reserved such amounts with the property manager or the manager pays such taxes, in each case pursuant to the management agreement. In the event that the borrower is no longer required to reserve such amounts with the property manager, on each payment date, the borrower will be required to deposit 1/12 of annual estimated taxes upon the occurrence of a Trigger Period (as defined below).

 

Insurance Escrows – The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as the borrower has reserved such amounts with the property manager or the manager pays such premiums, in each case pursuant to the management agreement. In the event that the borrower is no longer required to reserve such amounts with the property manager, on each payment date, the borrower will be required to deposit 1/12 of annual estimated insurance premiums upon the occurrence of a Trigger Period. In addition, provided that no event of default has occurred and is continuing, the requirement to deposit such amounts is waived so long as the borrower is insured under a blanket policy reasonably acceptable to the lender insuring substantially all of the real property owned, directly or indirectly, by the guarantor.

 

Replacement Reserves – The requirement for the borrower to make monthly deposits for replacements reserves is waived so long as the borrower has reserved such amounts with the property manager pursuant to the management agreement. In the event that the borrower is no longer required to reserve such amounts with the property manager, on each payment date, the borrower will be required to deposit 4.0% of gross income for the calendar month that is two months prior to the applicable payment date (as calculated in the loan documents).

 

Lockbox / Cash Management. The loan is structured with a CMA lockbox. All revenues will be deposited into segregated property accounts maintained by the property manager on behalf of the borrower and the operating lessee, as applicable, and controlled by the lender (the “Property Accounts”). All revenues in the Property Accounts (less any account charges payable to the bank at which the Property Accounts are maintained and less any required minimum peg balance) will be transferred on each business day to accounts maintained by the property manager on behalf of the borrower and the operating lessee, as applicable (each, an “Operating Account”). Funds on deposit in the Operating Accounts will be disbursed in an amount equal to the monthly replacement reserve deposit into the manager replacement reserve account (the “Manager FF&E Reserve Account”) (each of the Manager FF&E Reserve Account, the Operating Account and the Property Account are referred to as “Manager Accounts”). The property manager will be required to apply such funds to the payment of real property taxes and insurance, ground rent, debt service (but only prior to the restructuring), management fees, capital expenditures and reserves for the same, operating expenses, emergency repairs, tenant improvement costs and leasing commissions, working capital reserves, sales and use taxes owed to governmental authorities, custodial funds and required monthly reserves, in each case in accordance with the management agreement (the “Required Payments”). The lender will not require any reserves with respect to any Required Payments which are to be paid directly by or reserved by the property manager pursuant to the management agreement. On a monthly basis, the property manager will deposit all funds remaining in the Operating Accounts after the payment of the Required Payments (“Excess Cash”) into a lender-controlled account as additional collateral for the mortgage loan (the “Cash Management Account”). So long as no Trigger Period is continuing, all funds in the Cash Management Account after payment of debt service, required reserves and operating expenses will be released to the operating lessee and/or the borrower, as applicable, not later than the business day immediately following the date such funds are deposited by the property manager. During a Trigger Period, all funds in the Cash Management Account will be deposited into the excess cash accounts and held as additional collateral for the Hilton Hawaiian Village Whole Loan. The operating lessee and/or the borrower, as applicable, is required to grant a security interest in all Manager Accounts (and the property manager will consent to the same); provided, that such amounts on deposit in the Manager Accounts will be available for use by the property manager in accordance with the management agreement following an event of default and the lender will not apply such amounts on deposit in the Manager Accounts to Hilton Hawaiian Village Whole Loan.

 

A “Trigger Period” will commence upon the occurrence of: (i) an event of default or (ii) the date that the debt yield (as calculated in the loan documents) is less than 7.0%.

 

A Trigger Period will end when (a) with respect to clause (i) above, the respective event of default has been cured or waived or (b) with respect to clause (ii) above, the debt yield (as calculated in the loan documents) exceeds 7.0% for two consecutive quarters.

 

Partial Releases. The borrower is permitted to release (i) the ground leased parcel, (ii) the retail component and/or (iii) certain other parcels of property that do not materially and adversely affect the ongoing operations of the remaining property, other than the lost income associated with the released parcels, in each case through a partial prepayment of the Hilton Hawaiian Village Whole Loan at any time after the expiration of the lockout period upon certain terms and conditions contained in the loan documents (including, without limitation, the yield maintenance premium, if applicable). Please see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in the Preliminary Prospectus for additional details.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

 (GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

 (GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller(1): JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance(2): $80,000,000   Title: Fee
Cut-off Date Principal Balance(2): $80,000,000   Property Type - Subtype: Retail – Super Regional Mall
% of Pool by IPB: 8.0%   Net Rentable Area (SF)(4): 536,093
Loan Purpose: Recapitalization   Location: Fresno, CA
Borrower: Macerich Fresno Limited   Year Built / Renovated: 1970 / 2003
  Partnership   Occupancy: 88.2%
Sponsor: The Macerich Partnership, L.P.   Occupancy Date: 8/31/2016
Interest Rate: 3.58700%   Number of Tenants: 112
Note Date: 10/6/2016   2013 NOI: $25,136,449
Maturity Date: 11/1/2026   2014 NOI: $26,351,309
Interest-only Period: 120 months   2015 NOI: $28,175,002
Original Term: 120 months   TTM NOI (as of 6/2016): $28,060,898
Original Amortization: None   UW Economic Occupancy: 89.6%
Amortization Type: Interest Only   UW Revenues(5): $32,392,463
Call Protection(3): L(25),DeforGrtr1%orYM(91),O(4)   UW Expenses: $6,099,950
Lockbox: CMA   UW NOI: $26,292,513
Additional Debt: Yes   UW NCF: $25,299,223
Additional Debt Balance: $245,000,000   Appraised Value / Per SF: $565,000,000 / $1,054
Additional Debt Type: Pari Passu   Appraisal Date: 8/24/2016
         

 

Escrows and Reserves(6)   Financial Information(2)
  Initial Monthly Initial Cap     Cut-off Date Loan / SF: $606
Taxes: $0 Springing N/A     Maturity Date Loan / SF: $606
Insurance: $0 Springing N/A     Cut-off Date LTV: 57.5%
Replacement Reserves $0 Springing $184,080     Maturity Date LTV: 57.5%
TI/LC: $0 Springing $1,112,820     UW NCF DSCR: 2.14x
Other: $0 $0 N/A     UW NOI Debt Yield: 8.1%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan(2) $325,000,000 100.0%   Return of Equity(7) $322,225,802 99.1%
        Closing Costs 2,774,198 0.9   
Total Sources $325,000,000 100.0%   Total Uses $325,000,000 100.0%

(1)The Fresno Fashion Fair Mall Whole Loan was co-originated by JPMCB and Société Générale.

(2)The Fresno Fashion Fair Mall loan is part of a whole loan evidenced by seven pari passu notes with an aggregate original principal balance of $325.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $325.0 million Fresno Fashion Fair Mall Whole Loan, as defined in “The Loan” below.

(3)Defeasance of the full $325.0 million Fresno Fashion Fair Mall Whole Loan is permitted after the earlier to occur of (i) October 6, 2019 and (ii) the date that is two years from the closing date of the securitization that includes the note to be last securitized (the “REMIC Prohibition Period”). After expiration of the REMIC Prohibition Period, the borrower is also permitted to prepay the Fresno Fashion Fair Mall Whole Loan in whole, but not in part, with a yield maintenance premium.

(4)Net Rentable Area (SF) excludes square footage associated with the Macy’s Women & Home, Macy’s Men’s & Children’s and Forever 21. The Macy’s Women & Home land and improvements are tenant owned with no attributable base rent, while the Forever 21 land and improvements are owned by an affiliate of the loan sponsor and not held as collateral for the Fresno Fashion Fair Mall Whole Loan. Please see “Redevelopment, Master Lease and Partial Releases” below for additional details with respect to the Macy’s Men’s & Children’s ground leased space. Reimbursements for common area maintenance and real estate taxes associated with the Macy’s Women & Home and Macy’s Men’s & Children’s parcels are included in UW NOI. Additionally, Net Rentable Area (SF) is not inclusive of square footage associated with the BJ’s Restaurant, Chick-fil-A and Fleming’s, for which the respective tenants own their improvements but not the related land, which are ground leased from the borrower.

(5)UW Revenues includes $671,491 in underwritten rent associated with in-line temporary tenants and $1,380,630 in underwritten rent associated with temporary kiosks and carts. UW Revenues also includes base rent attributable to the BJ’s Restaurant, Chick-fil-A and Fleming’s ground leases in the amount of approximately $343,850 per year.

(6)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(7)The Fresno Fashion Fair Mall property was previously unencumbered.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

The Loan. The Fresno Fashion Fair Mall loan is secured by the borrower’s fee interest in 536,093 square feet of an approximately 957,944 square foot super regional mall located in Fresno, California. The whole loan was co-originated by JPMCB and Société Générale, has an outstanding principal balance as of the Cut-off Date of $325.0 million (the “Fresno Fashion Fair Mall Whole Loan”) and is comprised of seven pari passu notes, each as described below. Note A-1-A was securitized in the JPMDB 2016-C4 Trust and is the controlling note under the related co-lender agreement, the rights of which will be exercised by the related trustee (or, prior to the occurrence and continuance of a control termination event under the related pooling and servicing agreement, by the related directing certificateholder). However, the JPMCC 2016-JP4 Trust will be entitled, under certain circumstances, to be consulted with respect to certain major decisions. The Fresno Fashion Fair Mall Whole Loan has a 10-year term and will be interest-only for the term of the loan.

 

 Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1-A $60,000,000 $60,000,000   JPMDB 2016-C4 Yes
A-1-B 80,000,000 80,000,000   JPMCC 2016-JP4 No
A-1-C 69,000,000 69,000,000   JPMCB No
A-2-A 40,000,000 40,000,000   CFCRE 2016-C6 No
A-2-B 36,000,000 36,000,000   Société Générale No
A-2-C 35,000,000 35,000,000   Société Générale No
A-2-D 5,000,000 5,000,000   Société Générale No
Total $325,000,000 $325,000,000      

 

The Borrower. The borrowing entity for the Fresno Fashion Fair Mall Whole Loan is Macerich Fresno Limited Partnership, a California limited partnership and special purpose entity.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor for the Fresno Fashion Fair Mall Whole Loan is The Macerich Partnership, L.P., an affiliate of the Macerich Company (NYSE: MAC) (“Macerich”). Macerich is a self-administered and self-managed real estate investment trust involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers located throughout the United States. As of December 31, 2015, Macerich owned approximately 55 million square feet of real estate consisting primarily of interests in 58 regional shopping centers. Macerich specializes in successful retail properties in many of the country’s most attractive and densely populated markets, with a significant presence in California, Arizona, Chicago and the greater New York metropolitan area. As of October 7, 2016, Macerich had a total market capitalization of approximately $10.9 billion and an enterprise value of approximately $16.1 billion. Macerich reported full-year 2015 revenues of approximately $1.3 billion with net income of approximately $488.0 million.

 

The loan sponsor acquired the property in 1996 for approximately $87.9 million ($164 per square foot). Since acquisition, the loan sponsor has indicated that it has invested approximately $51.9 million ($97 per square foot) in improvements to the property for a total cost basis in the property of $139.8 million ($261 per square foot). Additionally, the loan sponsor intends to invest approximately $2.5 million over the next two years in routine upgrades and maintenance.

 

The Property. Fresno Fashion Fair Mall is an approximately 957,944 square foot, super regional mall located in Fresno, California. Approximately 536,093 square feet of the Fresno Fashion Fair Mall serves as collateral for the Fresno Fashion Fair Mall Whole Loan. Fresno Fashion Fair Mall was originally developed in 1970 and was most recently renovated in 2003. The property is located on a 69.0 acre parcel and features four anchor spaces, six outparcel lots and approximately 355,296 square feet of in-line retail space. Since acquiring the property, the loan sponsor has undertaken two large scale redevelopment projects at the property. In 2003 the loan sponsor began an extensive interior remodeling at an estimated cost of approximately $11.7 million, aimed at repositioning and remerchandising the mall’s product offering. In addition, in 2006, the loan sponsor completed an expansion comprised of an outdoor village at an estimated cost of approximately $20.5 million. The 2006 expansion has attracted well-known national brands such as Anthropologie (10,928 square feet), Michael Kors (2,225 square feet), Sephora (5,158 square feet), Cheesecake Factory (10,200 square feet) and GUESS (5,226 square feet). The property contains 5,930 surface parking spaces for an overall parking ratio of 6.19 spaces per 1,000 square feet.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

The property is anchored by JCPenney, Macy’s Women & Home, Forever 21 and Macy’s Men’s & Children’s. JCPenney leases 153,769 square feet (28.7% of collateral net rentable area) through November 2017 and is the primary collateral anchor tenant. For the trailing 12-month period ending August 2016, JCPenney totaled $36.0 million in annual sales ($234 per square foot) and has outperformed the national average for equivalent JCPenney stores. JCPenney is an original tenant at the property and is not obligated to pay rent under its lease, but the tenant is responsible for its proportionate share of tax and common area maintenance reimbursements. Macy’s Women & Home owns its underlying land and improvements and is not collateral for the Fresno Fashion Fair Mall Whole Loan. The Forever 21 anchor parcel was conveyed to an affiliate of the loan sponsor prior to origination and does not serve as collateral for the Fresno Fashion Fair Mall Whole Loan.

 

Non-Owned Anchors
Tenant Ratings(1)
Moody’s/S&P/Fitch
  Net Rentable
Area (SF)
  Most Recent
Sales(2)
  Most Recent
Sales PSF(2)
Macy’s Women & Home(3)(5) Baa2 / BBB / BBB   176,410   $45,500,000   $258
Forever 21(3)(5) NA / NA / NA   148,614   $10,921,726     $73
Macy’s Men’s & Children’s(4)(5) Baa2 / BBB / BBB   76,650   $19,500,000   $254
(1)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(2)Macy’s Women & Home and Macy’s Men’s & Children’s are based on the loan sponsor’s estimate, while Forever 21 is based on actual reported sales, each as of August 31, 2016.
(3)The Macy’s Women & Home and Forever 21 anchor parcels are not part of the collateral for the Fresno Fashion Fair Mall Whole Loan. Macy’s Women & Home land and improvements are tenant-owned, while the Forever 21 land and improvements are owned by an affiliate of the loan sponsor and not held as collateral for the loan.
(4)Please see “Redevelopment, Master Lease and Partial Releases” below for additional detail with respect to the Macy’s Men’s & Children’s ground leased space.
(5)No base rent has been underwritten in connection with the Macy’s Women & Home, Forever 21 and Macy’s Men’s & Children’s spaces.

 

As of August 31, 2016, the property was 88.2% leased by 112 tenants (92.2% including temporary tenants). The overall mall, inclusive of non-owned anchor tenants, is 93.3% occupied (95.6% including temporary tenants). The property’s tenant offering is broad with a range of higher-end and mass market tenants represented. The largest non-anchor collateral tenant, Victoria’s Secret, leases 14,530 square feet (2.7% of the collateral net rentable area) through January 2027. Victoria’s Secret contributes 3.5% of the total underwritten base rent and reported sales of $683 per square foot for the trailing 12-months ending August 31, 2016. The second largest non-anchor collateral tenant, Love Culture, leases 14,135 square feet (2.6% of the collateral net rentable area) through October 2020. Love Culture contributes 3.2% of the total underwritten base rent and reported sales of $122 per square foot for the trailing 12-months ending August 31, 2016. Outside of the four anchor tenants, no individual tenant occupies more than 2.7% of collateral net rentable area or accounts for more than 3.5% in underwritten base rent. In addition to its anchors, the property’s in-line tenants largely consist of national retailers such as Apple, Abercrombie & Fitch, American Eagle Outfitters and Foot Locker.

 

The property has generated more than $314.0 million in overall gross sales for the trailing 12-months ending August 31, 2016, with comparable in-line sales of approximately $694 per square foot and occupancy costs of 12.5%. The property has demonstrated consistent performance with overall mall occupancy having averaged 95.8% since 2007, while net operating income has demonstrated steady year-over-over gains every year dating back to 2010. More recently, the property has experienced continued leasing momentum, with 30 new and renewal leases over the preceding 22-month period accounting for 81,688 square feet and approximately $5.1 million in underwritten base rent.

 

Historical and Current Occupancy(1)(2)(3)
2013 2014 2015 Current(4)
95.8% 95.8% 93.2% 88.2%
(1)Historical Occupancies are as of December 31 of each respective year.
(2)Historical and Current Occupancy includes only permanent leases.
(3)Historical and Current Occupancy including specialty tenants with leases over six months for 2013 to Current is 96.8%, 98.4%, 98.1% and 92.2%, respectively.
(4)Current Occupancy is as of August 31, 2016.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

Historical In-line Sales and Occupancy Costs(1)(2)
  2013 2014 2015 TTM(3)
In-line Sales PSF(4) $621 $603 $642 $694
Occupancy Costs(5) 12.7% 13.4% 13.0% 12.5%
(1)Historical In-line Sales and Occupancy Costs are based on actual reported sales or estimates, in each case provided by the sponsor.
(2)In-line Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet that reported full year sales and were provided by the sponsor.
(3)TTM In-line Sales and Occupancy Costs are as of August 31, 2016.
(4)In-line Sales PSF excluding Apple are $535, $524, $556 and $597 for 2013, 2014, 2015 and TTM, respectively.
(5)Occupancy Costs excluding Apple are 14.9%, 15.4%, 15.0% and 14.6% for 2013, 2014, 2015 and TTM, respectively.

 

Fresno Fashion Fair Mall benefits from its location approximately 5.5 miles north of downtown Fresno, California. The property is located approximately 5.8 miles east of Highway 99, the major regional highway through the Central Valley of California and is situated between Highway 41 and Highway 168. According to the California State Transportation Agency, the daily traffic count for Highway 168 was approximately 123,000 vehicles. Additionally, the property is located just over 1.0 mile west of California State University, which had a total student population of 24,403 as of the 2016 fall semester. According to the appraisal, the property benefits from regional and local accessibility, serving a 25-mile trade area covering nearly 1.0 million residents and spanning over 300,000 households. As of year-end 2015, the Fresno metropolitan statistical area is home to approximately 975,499 people with an estimated population within a five-, seven- and 25-mile radius of the property of approximately 400,022, 623,569 and 989,691 people, respectively. Additionally, estimated household income within a five-, seven- and 25-mile radius of the property is approximately $63,126, $66,212 and $66,870, respectively, with projected annual compound growth of 3.0% through 2020.

 

As of the second quarter of 2016, the Fresno retail market consisted of approximately 64.2 million square feet with an overall vacancy rate of 7.5% and average asking rents of $13.14 per square foot. According to the appraisal, the property’s primary and secondary competition consists of nine properties as demonstrated in the table below. The competitive properties in the primary trade area maintained a vacancy rate of approximately 9.0% and average sales ranging from $250 to $400 per square foot. The appraisal does not identify any new or proposed directly competitive properties in the area.

 

Competitive Set Summary(1)
  Property Year Built / Renovated Total GLA Proximity (Miles) Estimated Occupancy Sales PSF Anchor Tenants
Fresno Fashion Fair Mall(2) 1970 / 2003 957,944 NAP 93.3% $597 Macy’s, Macy’s Men’s and Children’s, Forever 21, JCPenney
Primary Competition            
Fig Garden Village 1956 / 2007 301,101 1.7 94.0% $400 Whole Foods Market, CVS
The Shops at River Park 1997 / NAP 677,252 3.5 93.0% $325 Macy’s, Edward’s Cinema, REI, Cost Plus
Marketplace At River Park 1996 / NAP 505,925 3.3 98.0% $325 JCPenney, Target, Best Buy, Buy Buy Baby, Marshalls, Old Navy
             
Villagio Shopping Center 2002 / 2006 203,268 4.0 100.0% NAV Nordstrom Rack, Barnes & Noble, HomeGoods
Sierra Vista Mall 1988 / 2007 697,980 4.4 80.0% $250 Sears, Kohl’s, Target, Sierra Vista Cinema
Secondary Competition            
Burlington Plaza(3) 1978 / NAP 395,059 1.4 75.0% NAV Target, Smart & Final
Winepress S.C.(3) 1987 / NAP 310,650 4.0 79.0% NAV Target, Stein Mart, Anna’s Linens, Big 5
Clovis Crossing 2000 / 2005 446,643 5.8 98.0% NAV Walmart, Dick’s Sporting Goods, HomeGoods, Anna’s Linens
             
Marketplace at El Paseo 2014 / NAP 365,147 9.5 95.0% NAV Target, Ross Dress For Less, Old Navy, Marshalls, Burlington Coat Factory, Anna’s Linens, Petco
(1)Based on the appraisal.

(2)Total GLA for Fresno Fashion Fair Mall includes non-collateral space and Estimated Occupancy represents actual occupancy as of June 30, 2016, excluding temporary tenants. Sales PSF for the Fresno Fashion Fair Mall represents comparable in-line sales excluding Apple as of August 31, 2016.

(3)Burlington Plaza and Winepress S.C. each have a vacant anchor tenant space.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

Collateral Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net
Rentable
Area (SF)
% of
Total
NRA
Lease Expiration
Date
Base
Rent PSF
% of Total Base Rent Most Recent
Sales PSF(3)
Occupancy Cost(3)
JCPenney(4)(5) B1 / B / B+ 153,769 28.7% 11/30/2017 $0.00 0.0% $234 0.7%
Victoria’s Secret Ba1 / BB+ / BB+ 14,530 2.7% 1/31/2027 $47.05 3.5% $683 9.1%
Love Culture NA / NA / NA 14,135 2.6% 10/31/2020 $44.22 3.2% $122 36.1%
Bank of the West Aa3 / A- / A 14,114 2.6% 12/31/2018 $41.81 3.0% NAV NAV
Anthropologie NA / NA / NA 10,928 2.0% 10/1/2017 $31.78 1.8% $214 22.5%
Cheesecake Factory NA / NA / NA 10,200 1.9% 1/31/2026 $40.00 2.1% $939 5.9%
Charming Charlie NA / NA / NA 9,563 1.8% 1/31/2022 $28.15 1.4% $133 20.6%
New York & Company NA / NA / NA 9,268 1.7% 1/31/2017 $36.57 1.7% $241 27.2%
Express NA / NA / NA 8,500 1.6% 1/31/2026 $35.33 1.6% $466 13.4%
Abercrombie & Fitch NA / NA / NA 7,782 1.5% 1/31/2021 $38.74 1.6% $256 25.1%
(1)Based on the underwritten rent roll.
(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)Most Recent Sales PSF and Occupancy Cost are based on actual reported sales or estimates, in each case provided by the sponsor as of August 31, 2016.
(4)JCPenney is an original tenant at the property and is not obligated to pay rent under its leases. Under its current lease, JCPenney is responsible only for its proportionate share of CAM and tax reimbursements.
(5)JCPenney’s lease will be terminated and the tenant will be released from its obligations under the lease in the event the borrower rejects its offer to purchase its leased premises. See “Purchase Option” below for additional details.

 

Lease Rollover Schedule(1)(2)
Year Number
of
Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent Expiring % of
Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative Base Rent Expiring Cumulative
% of Base
Rent
Expiring
Vacant NAP 63,336 11.8% NAP NAP 63,336 11.8% NAP NAP  
2016 & MTM 5 11,593 2.2% $879,789 4.5% 74,929 14.0% $879,789 4.5%  
2017 20 217,583 40.6% 3,169,548 16.4% 292,512 54.6% $4,049,337 20.9%  
2018 11 36,850 6.9% 2,198,365 11.3% 329,362 61.4% $6,247,703 32.3%  
2019 12 23,461 4.4% 1,648,486 8.5% 352,823 65.8% $7,896,188 40.8%  
2020 14 38,821 7.2% 2,387,052 12.3% 391,644 73.1% $10,283,240 53.1%  
2021 9 18,358 3.4% 1,243,419 6.4% 410,002 76.5% $11,526,660 59.5%  
2022 3 19,614 3.7% 704,404 3.6% 429,616 80.1% $12,231,063 63.1%  
2023 10 25,011 4.7% 1,586,161 8.2% 454,627 84.8% $13,817,224 71.3%  
2024 12 21,857 4.1% 2,235,116 11.5% 476,484 88.9% $16,052,340 82.9%  
2025 6 11,945 2.2% 827,844 4.3% 488,429 91.1% $16,880,184 87.1%  
2026 7 31,302 5.8% 1,598,803 8.3% 519,731 96.9% $18,478,988 95.4%  
2027 & Beyond(3) 3 16,362 3.1% 893,295 4.6% 536,093 100.0% $19,372,283 100.0%  
Total 112 536,093 100.0% $19,372,283 100.0%        
(1)Based on the underwritten rent roll.
(2)Lease Rollover Schedule excludes the square footage associated with the Macy’s Women & Home, Macy’s Men’s & Children’s and Forever 21 boxes. The Macy’s Women & Home land and improvements are tenant-owned with no attributable base rent, while the Forever 21 land and improvements are Macerich-owned and not collateral for the Fresno Fair Fashion Mall Whole Loan. While currently held as collateral for the loan, the Macy’s Men’s & Children’s anchor parcel is subject to free release by the borrower with no accompanying payment of a release price or prepayment of the Fresno Fashion Fair Mall Whole Loan.
(3)2027 & Beyond Net Rentable Area Expiring represents owned collateral only and excludes the square footage associated with BJ’s Restaurant, Chick-fil-A and Fleming’s, for which the respective tenant owns their improvements but not the related land, which are ground leased from the borrower. Underwritten base rent attributable to the BJ’s Restaurant, Chick-fil-A and Fleming’s ground leases is approximately $343,850 per year and is included in 2027 & Beyond Base Rent Expiring.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

Operating History and Underwritten Net Cash Flow
  2013   2014   2015   TTM(1)   Underwritten   Per Square
Foot
  %(2)
Rents in Place(3)(4) $18,767,733   $20,007,601   $20,310,953   $19,947,818   $19,372,283   $36.14   59.9%
Vacant Income 0   0   0   0   3,363,389   6.27   10.4   
Gross Potential Rent $18,767,733   $20,007,601   $20,310,953   $19,947,818   $22,735,672   $42.41   70.3%
CAM Reimbursement 8,043,147   8,289,431   8,666,014   8,475,155   7,533,990   14.05   23.3   
Real Estate 1,646,215   1,693,458   1,809,238   1,937,699   1,704,975   3.18   5.3   
Percentage Rent 455,674   281,211   295,450   420,797   249,478   0.47   0.8   
Other Rental Storage 33,956   30,976   50,479   98,346   98,483   0.18   0.3   
Net Rental Income $28,946,725   $30,302,678   $31,132,134   $30,879,815   $32,322,598   $60.29   100.0%
(Vacancy/Credit Loss) (205,366)   (244,149)   (454,317)   (475,769)   (3,363,389)   (6.27)   (10.4)  
Other Income(5) 2,846,161   2,735,663   3,150,590   3,385,584   3,433,254   6.40   10.6   
Effective Gross Income $31,587,519   $32,794,192   $33,828,408   $33,789,630   $32,392,463   $60.42   100.2%
                           
Total Expenses $6,451,070   $6,442,883   $5,653,406   $5,728,731   $6,099,950   $11.38   18.8%
                           
Net Operating Income $25,136,449   $26,351,309   $28,175,002   $28,060,898   $26,292,513   $49.04   81.2%
                           
Total TI/LC, Capex/RR 0   0   0   0   993,289   1.85   3.1   
                           
Net Cash Flow $25,136,449   $26,351,309   $28,175,002   $28,060,898   $25,299,223   $47.19   78.1%
(1)TTM represents the trailing 12-month period ending on June 30, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and percent of Effective Gross Income for the remainder of fields.
(3)Underwritten Rents in Place is inclusive of $456,449 in contractual rent steps underwritten though August 2017.

(4)Non-collateral anchor tenants, Macy’s Women & Home, Forever 21 and Macy’s Men’s & Children’s, have not been included in Rents in Place. Underwritten Rents in Place is inclusive of approximately $343,850 attributable to the BJ’s Restaurant, Chick-fil-A and Fleming’s ground leases.

(5)Other Income includes tenant marketing expense reimbursements and other rents, including $671,491 in underwritten base rent associated with in-line temporary tenants and $1,380,360 in underwritten base rent associated with temporary kiosks and carts.

 

Property Management. The property is managed by Macerich Property Management Company, LLC, an affiliate of the loan sponsor.

 

Escrows and Reserves. No upfront escrows were taken at origination.

 

Tax Escrows - The requirement for the borrower to make monthly deposits into the tax escrow is waived so long as (i) no Trigger Period (as defined below) has occurred and is continuing and (ii) the borrower delivers evidence reasonably satisfactory to the lender that all taxes have been timely paid.

 

Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as (i) no Trigger Period has occurred and is continuing and (ii) the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy in accordance with the loan documents and that all premiums have been timely paid.

 

Replacement Reserves - The requirement for the borrower to make monthly deposits to the replacement reserve account is waived so long as no Trigger Period has occurred and is continuing. Following the occurrence and during the continuance of a Trigger Period, the borrower is required to deposit $7,670 per month (approximately $0.17 per square foot annually) for replacement reserves. The reserve is subject to a cap of $184,080 (approximately $0.34 per square foot).

 

TI/LC Reserves - The requirement for the borrower to make monthly deposits into the TI/LC reserve is waived so long as no Trigger Period has occurred and is continuing. Following the occurrence and during the continuance of a Trigger Period, the borrower is required to deposit approximately $46,368 per month (approximately $1.04 per square foot annually) for TI/LC reserves. The TI/LC reserve is subject to a cap of $1,112,820 (approximately $2.08 per square foot). The borrower is also required to deposit any lease termination payments (regardless of the existence of a Trigger Period) into the TI/LC reserve.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fresno Fashion Fair Mall

 

Lockbox / Cash Management. The loan is structured with a CMA lockbox. Tenant direction letters are required to be sent to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. The funds are then transferred to an account controlled by the borrower until the occurrence of a Trigger Period (as defined below). During the continuance of a Trigger Period, all rents will be swept weekly to a segregated cash management account and held in trust for the benefit of the lender. The lender will have a first priority security interest in the cash management account. Upon the occurrence and during the continuance of a Trigger Period until the occurrence of a Trigger Period Cure (as defined below), all excess cash after payment of debt service, required reserves and budgeted operating expenses will be held as additional security for the Fresno Fashion Fair Mall Whole Loan.

 

A “Trigger Period” means (i) the occurrence and continuance of an event of default or (ii) the occurrence of a DSCR Trigger Event.

 

A “DSCR Trigger Event” means the period commencing on the date when the debt service coverage ratio (as calculated in the loan documents) falls below 1.45x.

 

A “Trigger Period Cure” means (a) with respect to the Trigger Period caused solely by an event of default, the event of default has been cured (and no other event of default is continuing) or (b) with respect to the Trigger Period caused solely by a DSCR Trigger Event, the achievement of a debt service coverage ratio of 1.50x for two consecutive calendar quarters.

 

Redevelopment, Master Lease and Partial Releases. The borrower is permitted to engage in certain redevelopment activities at the property, which may include the modification and/or termination of the Macy’s Men’s and Children’s or JCPenney leases and the release of surface parking adjacent to the Forever 21 store and/or the Macy’s Men’s and Children’s store with the adjacent parking area, in each case without the payment of a release price or prepayment of the loan. In the event of any decrease in underwritten net operating income (as defined in the Fresno Fashion Fair Mall Whole Loan documents) as a result of the redevelopment activities, the borrower is required to enter into a master lease with the guarantor for all vacant space at the property. The rent under any such master lease is required to be in the amount of any decrease in underwritten net operating income. The loan documents provide that rent under such master lease will be reduced if and to the extent underwritten net operating income with respect to the property increases, as determined on a quarterly basis. With respect to any termination of the Macy’s Men’s & Children’s lease or the JCPenney lease, the master lease will terminate if: (x) the underwritten net operating income with respect to the property is restored to the greater of (i) pre-development levels and (ii) $27,000,000 and (y) the areas impacted by such redevelopment activities are 90% or more occupied with tenants in possession and paying rent. With respect to any modification of the Macy’s Men’s & Children’s lease and/or the JCPenney lease resulting in a decrease in underwritten net operating income, the master lease will terminate when the underwritten NOI is restored to the greater of (i) pre-modification levels and (ii) $27,000,000. No base rent has been underwritten in connection with the Macy’s Women & Home, JCPenney, Macy’s Men’s & Children’s and Forever 21 spaces. Please see “Description of the Mortgage Pool—Tenant Issues—Affiliated Leases”, “—Redevelopment, Renovation and Expansion” and “—Certain Terms of the Mortgage Loan.—Partial Releases” in the Preliminary Prospectus for additional information.

 

Purchase Option. JCPenney has the right to purchase its parcel under the related lease. The borrower may nullify this purchase option, but the lease provides that a rejection of the offer to purchase will result in a termination of the lease and JCPenney being released from its obligations under the lease, as long as JCPenney pays all basic rents and other amounts due. The loan documents require that the borrower reject any offer by JCPenney to purchase the leased parcel.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

(GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

(GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

(GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

  

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Credit Assessment     Title: Fee / Leasehold
(Moody’s / Fitch / KBRA)(1): Aaa / AAA / AAA   Property Type - Subtype: Office – CBD
Original Principal Balance(2): $63,000,000   Net Rentable Area (SF): 1,680,218
Cut-off Date Principal Balance(2): $63,000,000   Location: New York, NY
% of Pool by IPB: 6.3%   Year Built / Renovated: 1972 / N/A
Loan Purpose: Refinance   Occupancy: 63.5%
Borrowers: Solow Building Company II, L.L.C.   Occupancy Date: 6/1/2016
  and Solovieff Realty Co. II, L.L.C.   Number of Tenants: 26
Sponsor: Sheldon H. Solow   2013 NOI(4): $60,972,979
Interest Rate: 2.85950%   2014 NOI(4): $67,687,210
Note Date: 8/30/2016   2015 NOI(4): $85,164,572
Maturity Date: 9/1/2026   TTM NOI (as of 6/2016)(4): $97,014,333
Interest-only Period: 120 months   UW Economic Occupancy: 66.9%
Original Term: 120 months   UW Revenues: $166,714,099
Original Amortization: None   UW Expenses: $58,877,243
Amortization Type: Interest Only   UW NOI(4): $107,836,855
Call Protection(3): L(27),Def(86),O(7)   UW NCF: $107,098,067
Lockbox: CMA   Appraised Value / Per SF: $3,400,000,000 / $2,024
Additional Debt: Yes   Appraisal Date: 7/28/2016
Additional Debt Balance: $950,724,000 / $186,276,000      
Additional Debt Type: Pari Passu / Subordinate Debt      
         

 

Escrows and Reserves(5)   Financial Information(2)
  Initial Monthly Initial Cap       Pari Passu Debt Whole Loan
Taxes: $9,417,640 $3,139,213 N/A   Cut-off Date Loan / SF:   $603 $714
Insurance: $264,333 $88,111 N/A   Maturity Date Loan / SF:   $603 $714
Replacement Reserves: $0 $61,615 $2,500,000   Cut-off Date LTV:   29.8% 35.3%
TI/LC: $25,000,000 Springing $25,000,000   Maturity Date LTV:   29.8% 35.3%
Other: $29,811,518 $0 N/A   UW NCF DSCR:   3.64x 3.08x
          UW NOI Debt Yield:   10.6% 9.0%
               

 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total 
Mortgage Loan(2) $1,200,000,000 100.0%   Payoff Existing Debt $630,769,032 52.6%
        Return of Equity 484,972,507 40.4
        Upfront Reserves 64,493,490 2.15.4
        Closing Costs 19,764,970 11.6
Total Sources $1,200,000,000 100.0%   Total Uses $1,200,000,000 100.0%
                   
(1)Moody’s, Fitch and KBRA have confirmed that the 9 West 57th Street loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(2)The 9 West 57th Street loan is part of a whole loan evidenced by six pari passu notes and one subordinate note with an aggregate original principal balance as of the Cut-off Date of $1.2 billion. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $1.2 billion 9 West 57th Street Whole Loan, as defined in “The Loan” below.

(3)The lockout period will be at least 27 payments beginning with and including the first payment date of October 1, 2016. Defeasance of the full $1.2 billion 9 West 57th Street Whole Loan is permitted at any time after the earlier to occur of (A) two years after the closing date of the final REMIC that holds any note evidencing the 9 West 57th Street Whole Loan or (B) the third anniversary of the origination date.

(4)The increase in 2014 NOI from 2013 is primarily due to an increase in occupancy from 50.9% to 63.5%. The increase in 2015 NOI from 2014 is primarily due to an increase in occupancy from 63.5% to 67.3% and an increase in in-place weighted average base rent per square foot from approximately $97.86 to approximately $113.98 per square foot. The increase in TTM NOI from 2015 is primarily due to an increase in in-place weighted average base rent from approximately $113.98 to approximately $127.10 per square foot. The increase in UW NOI from TTM is primarily due to the inclusion of tenants who have signed leases but have not begun paying rent including Zimmer Partners LP (20,100 square feet) and Seven Bridges Advisors LLC (7,560 square feet).

(5)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

The Loan. The 9 West 57th Street loan is secured by a first mortgage lien on the borrowers’ fee and leasehold interests in a 50-story, 1,680,218 square foot office building located on West 57th Street in Manhattan between 5th and 6th Avenues. The building is near the 5th Avenue retail corridor and across the street from the Plaza Hotel within the Plaza District submarket. The whole loan has an outstanding principal balance as of the Cut-off Date of $1.2 billion (the “9 West 57th Street Whole Loan”), and is comprised of (i) one senior note with an outstanding principal balance as of the Cut-off Date of $63.0 million, (ii) five pari passu senior companion notes (also pari passu with respect to the 9 West 57th Street loan) with an aggregate outstanding principal balance as of the Cut-off Date of approximately $950.7 million (the “9 West 57th Street Pari Passu Companion Loans”) and (iii) one subordinate note with an outstanding principal balance as of the Cut-off Date of approximately $186.3 million (the “9 West 57th Street Subordinate Companion Loan”), each as described below. The 9 West 57th Street loan and each of the 9 West 57th Street Pari Passu Companion Loans are pari passu in right of payment with each other and are generally senior in right of payment to the 9 West 57th Street Subordinate Companion Loan as and to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The 9 West 57th Street Whole Loan” in the Preliminary Prospectus. The senior note A-1 and the 9 West 57th Street Subordinate Companion Loan were contributed to the JPMCC 2016-NINE securitization trust, a private CMBS securitization pursuant to which the 9 West 57th Street loan is serviced and administered. The 9 West 57th Street Whole Loan has a 10-year term and is interest-only for the entire term. The previously existing debt was securitized in the COMM 2012-9W57 securitization. 

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1 $670,724,000 $670,724,000   JPMCC 2016-NINE No
A-2 100,000,000 100,000,000   JPMCC 2016-JP3 No
A-3-A 50,000,000 50,000,000   Privately Sold No
A-3-B 50,000,000 50,000,000   CSAIL 2016-C7 No
A-4 80,000,000 80,000,000   JPMDB 2016-C4 No
A-5 63,000,000 63,000,000   JPMCC 2016-JP4 No
B-1 186,276,000 186,276,000   JPMCC 2016-NINE No
Total $1,200,000,000 $1,200,000,000      

  

The Borrowers. The borrowing entities for the 9 West 57th Street Whole Loan are Solow Building Company II, L.L.C. and Solovieff Realty Co. II, L.L.C., each a Delaware limited liability company and special purpose entity.

  

The Loan Sponsor. The loan sponsor of the borrowers is Sheldon H. Solow who has been an owner and developer of commercial and residential properties in New York since 1950 and has owned the property since developing it in 1972. Sheldon H. Solow has a real estate portfolio consisting of approximately 18 commercial and residential properties in New York City, including 265 East 66th Street, One East River Place and 419 East 60th Street. Solow has shown his commitment to the property by periodically upgrading and improving it over a period of more than 40 years in order to attract top tier tenants.

  

The Property. 9 West 57th Street consists of 50 stories with 47 office levels and three subterranean levels that contain a mix of retail, storage and service areas as well as a 285-space parking garage. The full-service restaurant, Brasserie 8 ½, is located on the first subterranean level. According to the appraisal, the property is an iconic trophy office property and is widely perceived as being one of the top three office buildings in New York City due to its excellent Plaza District location, quality tenancy and unobstructed Central Park views from the 27th floor and above. As of June 1, 2016, the property was leased to 26 tenants, including a number of institutional quality tenants. 9 West 57th Street serves as headquarters’ location for Kohlberg, Kravis, Roberts & Co. (“KKR”), Chanel Inc. (“Chanel”), Apollo Management Holdings, L.P. (“Apollo”), Och Ziff Management LP, Tiger Global Management LLC and Ruane, Cunniff & Goldfarb Inc. The property commands some of the highest per square foot office rents in Manhattan with certain higher floor in-place rents exceeding $200 per square foot. The property was 63.5% occupied as of June 1, 2016, considerably below the Plaza District market occupancy of 89.9%, which presents the opportunity for improvement in the debt yield and debt service coverage ratio if the property’s occupancy increases during the loan term. The sponsor is marketing the approximately 600,000 square feet of vacant space at the property.

  

The property’s largest tenant is KKR, a global investment firm headquartered at the property, which leases 11.7% of the net rentable area through December 2020 across seven floors. KKR has over $131.0 billion of assets under management with over 800 employees. The second largest tenant, Chanel, leases 11.0% of the net rentable area through May 2031. Chanel is a French designer of women’s luxury fashion items and the property serves as its United States headquarters. The Chanel brand had over $5.2 billion in revenues in 2016 and over 12,760 employees. The third largest tenant, Apollo, leases 6.6% of the net rentable area through April 2020. Apollo is a global alternative asset manager with a value-oriented investment strategy in private equity, credit and real estate. As of 2016, Apollo had $173 billion of assets under management and is also headquartered at the property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

The property is located in the Plaza District in Midtown Manhattan and in close proximity to the Plaza Hotel, 5th Avenue, the Museum of Modern Art, Rockefeller Center, Carnegie Hall, Radio City Music Hall, Columbus Circle and Grand Central Terminal. Midtown Manhattan is home to numerous national and multinational corporations, such as The Blackstone Group, Bloomberg L.P., Estée Lauder, JPMorgan Chase and NBC. The surrounding area has a number of luxury hotels, including The Four Seasons, The Peninsula, The Plaza and The St. Regis. The property is located along “Billionaire’s Row” which includes several luxury residential condominium developments such as One57, 432 Park, 220 Central Park South and 111 West 57th Street. Certain residential condominium units along “Billionaire’s Row” have sold for more than $9,000 per square foot.

  

As of the second quarter of 2016, the Plaza District submarket reported an overall vacancy rate of 10.1% and overall average asking rents of $128.36 per square foot. The appraisal identified four comparable Class A trophy office buildings including the Seagram Building (375 Park Avenue), 667 Madison Avenue, the GM Building (767 5th Avenue) and Lever House (390 Park Avenue) with current asking rents ranging from $125 per square foot to $220 per square foot, which is in line with the property. 

 

Historical and Current Occupancy(1)
2013(2) 2014(2) 2015(2) Current(3)
50.9% 63.5% 67.3% 63.5%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)The increase in 2014 occupancy from 2013 is primarily driven by leases signed with SHL Investment Group (USA), Inc. and Benefit Street Partners. The increase in 2015 occupancy from 2014 is primarily driven by leases signed with Tiger Global Management LLC, Qatar Investment Authority Advisory USA Inc. and Veritas Capital Fund Management, LLC.

(3)Current Occupancy is as of June 1, 2016.

  

Tenant Summary(1)
Tenant Retail / Office Component Ratings(2)
Moody’s/S&P/Fitch
Net
Rentable
Area (SF)
% of
Total
NRA
Base
Rent
PSF
% of Total
Base
Rent
Lease
Expiration
Date
Kohlberg, Kravis, Roberts & Co.(3) Office NA / A / A 196,124 11.7% $121.48 16.1% 12/31/2020
Chanel Inc. (4) Office NA / NA / NA 185,120 11.0% $119.07 14.9% 5/31/2031
Apollo Management Holdings, L.P. (5) Office NA / A / A- 111,194 6.6% $167.17 12.6% 4/30/2020
Och Ziff Management LP Office NA / NA / NA 95,200 5.7% $180.18 11.6% 12/31/2029
Providence Equity LLC (6) Office NA / NA / NA 51,145 3.0% $204.62 7.1% Various
Tiger Global Management LLC Office NA / NA / NA 43,490 2.6% $171.20 5.0% 7/31/2024
Silver Lake Management Co., LLC Office NA / NA / NA 31,800 1.9% $195.00 4.2% 2/9/2019
Coatue Management LLC Office NA / NA / NA 31,000 1.8% $125.00 2.6% 5/31/2023
40 North Industries LLC Office NA / NA / NA 28,620 1.7% $167.32 3.2% 1/31/2022
Ruane, Cunniff & Goldfarb Inc. Office NA / NA / NA 26,920 1.6% $191.00 3.5% 5/31/2025
(1)Based on the underwritten rent roll dated June 1, 2016.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)Kohlberg, Kravis, Roberts & Co., has recently purchased approximately 343,000 square feet at Hudson Yards, an office development in West Midtown, Manhattan. There can be no assurance that KKR will not vacate the property upon lease expiration in December 2020. Excluding KKR from the in-place underwritten base rent, the UW NCF DSCR based on UW NCF is equal to 2.30x.

(4)Chanel Inc.’s storage lease for 7,800 square feet expires March 31, 2031.

(5)13,600 square feet of Apollo Management Holdings, L.P.’s office lease expires April 15, 2020. Apollo Management Holdings L.P.’s 2,294 square foot storage lease also expires April 15, 2020.

(6)The 51,145 square foot space also includes space leased to Benefit Street Partners, an affiliate of Providence Equity LLC. Providence Equity LLC’s lease for 32,800 square feet expires March 15, 2019. Benefit Street Partners’ lease for 18,345 square feet expires September 30, 2025. Benefit Street Partners has the right to terminate its lease as of September 1, 2022, with at least 12 months’ notice and the payment of a termination fee approximately equal to the sum of (i) an amount equal to four months of base rent and (ii) any unamortized brokerage commissions paid by the landlord on account of the lease.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

Lease Rollover Schedule(1)
Year Number of Leases
Expiring
Net
Rentable
Area
Expiring
% of NRA Expiring Base Rent Expiring % of Base Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
Vacant NAP 613,310 36.5% NAP NAP 613,310 36.5% NAP NAP
2016 0 0 0.0 $0 0.0% 613,310 36.5% $0 0.0%
2017 0 0 0.0 0 0.0 613,310 36.5% $0 0.0%
2018 0 0 0.0 0 0.0 613,310 36.5% $0 0.0%
2019 2 64,600 3.8 13,089,000 8.8 677,910 40.3% $13,089,000 8.8%
2020 3 308,618  18.4 42,632,981 28.8 986,528 58.7% $55,721,981 37.7%
2021 2 31,500 1.9 5,109,900 3.5 1,018,028 60.6% $60,831,881 41.1%
2022 2 30,020 1.8 5,204,730 3.5 1,048,048 62.4% $66,036,611 44.6%
2023 2 64,730 3.9 6,827,514 4.6 1,112,778 66.2% $72,864,125 49.2%
2024 3 65,140 3.9 10,046,735 6.8 1,177,918 70.1% $82,910,860 56.0%
2025 4 77,395 4.6 14,301,223 9.7 1,255,313 74.7% $97,212,083 65.7%
2026 & Beyond 8 424,905  25.3 50,783,105 34.3 1,680,218 100.0% $147,995,188 100.0%
Total 26 1,680,218 100.0% $147,995,188 100.0%        

(1)Based on the underwritten rent roll dated June 1, 2016 and includes rent steps through September 2017.

 

Operating History and Underwritten Net Cash Flow  
  2013 2014 2015 TTM(1) Underwritten   Per
Square
Foot
   %(2)  
Rents in Place $96,419,788 $104,395,474 $128,865,929 $141,867,688 $147,995,188   $88.08   59.4 %
Vacant Income 0 0 0 0 82,518,645   49.11   33.1  
Gross Potential Rent $96,419,788 $104,395,474 $128,865,929 $141,867,688 $230,513,833   $137.19   92.5 %
Total Reimbursements 18,367,753 20,686,585 18,213,824 17,863,714 16,775,136   9.98   6.7  
Percentage Rent Income - Garage 1,960,765 2,011,104 1,649,779 1,754,505 1,943,774   1.16   0.8  
Net Rental Income $116,748,306 $127,093,163 $148,729,532 $161,485,907 $249,232,744   $148.33   100.0 %
(Vacancy/Credit Loss) 0 0 0 0 (82,518,645 ) (49.11 ) (33.1 )
Other Income 0 0 0 0 0   0   0.0  
Effective Gross Income $116,748,306 $127,093,163 $148,729,532 $161,485,907 $166,714,099   $99.22   66.9 %
                     
Total Expenses $55,775,327 $59,405,953 $63,564,960 $64,471,574 $58,877,243   $35.04   35.3 %
                     
Net Operating Income(3)(4)(5)(6) $60,972,979 $67,687,210 $85,164,572 $97,014,333 $107,836,855   $64.18 64.7 %
                     
Total TI/LC, Capex/RR 0 0 0 0 738,788   0.44   0.4 %
                     
Net Cash Flow $60,972,979 $67,687,210 $85,164,572 $97,014,333 $107,098,067   $63.74   64.2 %
(1)TTM Column represents the trailing 12-month period ending June 30, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)The increase in 2014 Net Operating Income from 2013 is primarily due to an increase in occupancy from 50.9% to 63.5%.

(4)The increase in 2015 Net Operating Income from 2014 is primarily due to an increase in occupancy from 63.5% to 67.3% and an increase in in-place weighted average base rent per square foot from approximately $97.86 to approximately $113.98 per square foot.

(5)The increase in TTM Net Operating Income from 2015 is primarily due to an increase in in-place weighted average base rent from approximately $113.98 to approximately $127.10 per square foot.

(6)The increase in Underwritten Net Operating Income from TTM is primarily due to the inclusion of tenants who have signed leases but have not begun paying rent including Zimmer Partners LP (20,100 square feet) and Seven Bridges Advisors LLC (7,560 square feet).

 

Property Management. The property is managed by Solow Management Corp., an affiliate of the borrowers, under a management agreement that is renewed annually.

 

Escrows and Reserves. At origination, the borrowers deposited $25,000,000 for future tenant improvements and leasing commissions, $16,462,228 for outstanding free rent related to seven tenants at the property, $13,061,790 for outstanding tenant improvements and leasing commissions related to 10 tenants at the property, $9,417,640 for real estate taxes, $287,500 for required repairs and $264,333 for insurance reserves. 

 

Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of annual estimated tax payments, which currently equates to $3,139,213.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
9 West 57th Street

 

Insurance Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual insurance premiums, which currently equates to $88,111.

  

Replacement Reserves - On a monthly basis, the borrowers are required to escrow $61,615 (approximately $0.44 per square foot annually) for ongoing replacement reserves. The replacement reserve is subject to a cap of $2,500,000 (approximately $1.49 per square foot). 

 

TI/LC Reserves - If the amount on deposit in the TI/LC reserve falls below the initial deposit of $25,000,000, on a monthly basis, the borrowers are required to escrow approximately $420,055 (approximately $3.00 per square foot annually) for tenant improvements and leasing commissions, unless, (i) the debt service coverage ratio (as calculated in the loan documents) is equal to or greater than 2.50x, (ii) the balance of the reserve account is equal to or greater than $15,000,000 and (iii) the property is occupied by tenants under leases demising no less than 65.0% of the total rentable square footage. The TI/LC reserve is subject to a cap of $25,000,000 (approximately $14.88 per square foot). 

 

Lockbox / Cash Management. The 9 West 57th Street Whole Loan is structured with a CMA lockbox. The borrowers were required at origination to deliver tenant direction letters instructing all tenants to deposit rents into a lockbox account controlled by the lender. All funds in the lockbox account will be swept daily into the borrowers’ operating account, unless a Trigger Period (as defined below) is continuing, in which event such funds will be swept on a daily basis into a cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. 

 

A “Trigger Period” commences upon the occurrence of (i) an event of default, (ii) the bankruptcy or insolvency of the borrowers, (iii) the bankruptcy or insolvency of the property manager or (iv) the debt service coverage ratio based on net cash flow (as calculated in the loan documents) falling below 2.50x based on a trailing three-month basis.

  

The borrowers will have the right two times (in the aggregate) in any 12-month period to cure a Trigger Period as follows: (i) if a Trigger Period exists solely by reason of an event of default, the acceptance of a cure by the lender of the applicable event of default (in its sole and absolute discretion), (ii) if a Trigger Period exists solely by reason of a bankruptcy or insolvency of a property manager, the replacement of such manager with a qualified manager under a management agreement acceptable to the lender within 60 days and (iii) if a Trigger Period exists solely by reason of the debt service coverage ratio falling below 2.50x for a trailing three-month period, the achievement of a debt service coverage ratio for two consecutive quarters of at least 2.50x on a trailing three-month basis as reasonably determined by the lender. In no event will the borrowers have the right to cure a Trigger Period occurring by reason of a borrowers’ bankruptcy or insolvency.

 

Permitted Mezzanine Debt. The sole members of the borrowers are permitted to obtain a mezzanine loan secured by the ownership interests in the related borrower upon satisfaction of certain terms and conditions which include, without limitation, (i) the mezzanine lender meets a qualified lender provision in the loan documents, (ii) the combined loan-to-value ratio on the origination date of the mezzanine loan does not exceed 35.3%, (iii) the combined debt service coverage ratio (as calculated in the loan documents and based on the 12 months immediately preceding the origination date of the mezzanine loan) is not less than 3.08x and (iv) the lenders enter into an intercreditor agreement in form and substance reasonably acceptable to the mortgage lender and the rating agencies.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4

 

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THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $63,000,000   Title: Fee
Cut-off Date Principal Balance(1): $63,000,000   Property Type - Subtype: Office – Suburban
% of Pool by IPB: 6.3%   Net Rentable Area (SF): 869,120
Loan Purpose: Acquisition   Location: Rosemont, IL
Borrower: Adventus US Realty #12 LP   Year Built / Renovated: 1988, 1994 / 2016
Sponsor: Adventus Holdings LP   Occupancy: 95.0%
Interest Rate: 4.96000%   Occupancy Date: 9/30/2016
Note Date: 11/2/2016   Number of Tenants: 24
Maturity Date: 12/1/2026   2013 NOI(3): $14,484,517
Interest-only Period: None   2014 NOI(3): $11,696,602
Original Term: 120 months   2015 NOI: $12,200,715
Original Amortization: 360 months   TTM NOI (as of 8/2016)(4): $12,272,361
Amortization Type: Balloon   UW Economic Occupancy: 90.0%
Call Protection(2): L(24),Def(93),O(3)   UW Revenues: $25,871,039
Lockbox: CMA   UW Expenses: $12,713,001
Additional Debt: Yes   UW NOI(4): $13,158,038
Additional Debt Balance: $65,000,000   UW NCF: $11,678,973
Additional Debt Type: Pari Passu   Appraised Value / Per SF: $176,200,000 / $203
      Appraisal Date: 9/7/2016
         

  

Escrows and Reserves(5)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:   $147  
Taxes(6): $360,173 $895,380 N/A   Maturity Date Loan / SF:   $121  
Insurance: $0 Springing N/A   Cut-off Date LTV:   72.6%  
Replacement Reserves: $14,485 $14,485 $869,100   Maturity Date LTV:   59.6%  
TI/LC: $108,640 $108,640 N/A   UW NCF DSCR:   1.42x  
Other: $7,338,122 $0 N/A   UW NOI Debt Yield:   10.3%  
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total 
Mortgage Loan(1) $128,000,000 70.4%   Purchase Price $173,000,000 95.2%
Sponsor Equity 53,779,281 29.6      Upfront Reserves 7,821,420 4.3   
        Closing Costs 957,861 0.5   
Total Sources $181,779,281 100.0%   Total Uses $181,779,281 100.0%
                   

(1)The Riverway loan is part of a whole loan evidenced by two pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $128.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $128.0 million Riverway Whole Loan, as defined in “The Loan” below.

(2)The lockout period will be at least 24 payments beginning with and including the first payment date of January 1, 2017. Defeasance of the full $128.0 million Riverway Whole Loan is permitted after the date that is two years after the closing date of the securitization that includes the last note to be securitized. If such date has not occurred by January 1, 2021, the borrower is also permitted to prepay the Riverway Whole Loan in whole, but not in part, with the payment of a yield maintenance premium.

(3)The decrease in 2014 NOI from 2013 is primarily due to rent abatements for certain tenants, including Appleton and Culligan, and an increase in one-time expenses.

(4)UW NOI is higher than TTM NOI due to future contractual rent step increases totaling $366,501 through September 2017 and the expiration of free rent associated with certain tenants.

(5)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(6)The Monthly Taxes deposit will be equal to $895,380 for the first three payment dates and $500,000 thereafter.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

The Loan. The Riverway loan is secured by a first mortgage lien on the borrower’s fee interest in a four-building property totaling 869,120 square feet located in Rosemont, Illinois. The property consists of three office buildings totaling 858,711 square feet and one 10,409 square foot daycare center. The whole loan has an outstanding principal balance as of the Cut-off Date of $128.0 million (the “Riverway Whole Loan”) and is comprised of two pari passu notes, each as described below. Note A-2, with an outstanding principal balance as of the Cut-off Date of $63.0 million, is the controlling note and is being contributed to the JPMCC 2016-JP4 Trust. Note A-1, with an outstanding principal balance as of the Cut-off Date of $65.0 million, is expected to be contributed to one or more future securitization trusts. The Riverway Whole Loan has a 10-year term and will amortize on a 30-year schedule.

 

Whole Loan Summary
Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1   $65,000,000 $65,000,000   JPMCB No
A-2     63,000,000 63,000,000   JPMCC 2016-JP4 Yes
Total $128,000,000 $128,000,000      

 

The Borrower. The borrowing entity for the Riverway Whole Loan is Adventus US Realty #12 LP, a Delaware limited partnership and special purpose entity.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Adventus Holdings LP, a Delaware limited partnership. Adventus Holdings LP is an affiliate of Adventus Realty Trust, a private real estate investment trust formed in 2012. Based in Vancouver, Canada, Adventus Realty Trust invests in commercial real estate properties in suburban office markets outside of Chicago, Illinois and Atlanta, Georgia. The company targets properties with strong credit-worthy tenants and long term leases in place and attempts to add value through lease-up of vacant space, maximizing lease renewal rates upon maturity and strict management of operating expenses.

 

The Properties. Riverway is a Class A office complex consisting of three multi-tenant office buildings (“Riverway Central”, “Riverway East” and “Riverway West”, and, together, the “Riverway Office Properties”) totaling 858,711 square feet, a daycare center (“Riverway Daycare”) totaling 10,409 square feet, one owner-user office building and a Marriott Suites hotel. Riverway Central, Riverway East, Riverway West and Riverway Daycare (together, the “Riverway Properties”) serve as collateral for the Riverway Whole Loan. The Riverway Office Properties are located on a 14.1 acre parcel in Rosemont, Illinois and were constructed in 1988 and renovated in 2016. The Riverway Daycare was built in 1994. As of September 30, 2016, the Riverway Properties were 95.0% leased to 24 tenants. The three largest tenants are U.S. Foods, Inc. (“U.S. Foods”) (NYSE: USFD), which occupies space at Riverway East and Riverway West, Central States Pension Fund (“Central States”) and Culligan International Company (“Culligan”), which occupy 36.9%, 21.9% and 6.1% of the net rentable area, respectively. For additional information on the properties, see below.

 

The Riverway Properties are located in Rosemont, Illinois in the O’Hare Area submarket. O’Hare International Airport is located approximately three miles away and the Chicago central business district is approximately 15 miles away. Primary access to the area is provided by the Kennedy Expressway, a major arterial that crosses the Chicago area in a northwest/southeast direction. Public transportation is provided by Chicago Transit Authority and Pace Suburban Bus Service, which provide access to the Chicago central business district. According to the appraisal, the trade area consisting of a five-mile radius contains approximately 154,544 people with a median household income of $60,131. As of the second quarter of 2016, the O’Hare Area submarket had an office inventory of approximately 14.1 million square feet across 106 buildings with an average occupancy rate of 74.7% and average asking rent of $24.22 per square foot. The appraisal identified eight comparable office properties that serve as a competitive set for the Riverway Office Properties. The office properties in the competitive set range from approximately 121,117 square feet to 818,000 square feet and were constructed between 1980 and 2010. The competitive set has a weighted average occupancy rate of 90.9% and an average asking rent of $18.49.

 

Property Summary

Property Name
Location Net Rentable
Area (SF)
Year Built/Renovated Class Number of Tenants(1) Appraised
Value
Underwritten Net Cash Flow % of Underwritten Net Cash Flow
Riverway Central Rosemont, IL 313,478 1988 / 2016 A 5 $62,200,000 $4,480,153 38.4 %
Riverway East Rosemont, IL 284,241 1988 / 2016 A 11 57,100,000 3,599,812 30.8
Riverway West Rosemont, IL 260,992 1988 / 2016 A 10 55,600,000 3,574,098 30.6
Riverway Daycare(2) Rosemont, IL  10,409 1994 NAP 1 1,300,000 24,910   0.2
Total   869,120     27 $176,200,000 $11,678,973 100.0 %
                     
(1)The total number of tenants does not equal 24 because certain tenants at the Riverway Office Properties have spaces at multiple buildings.

(2)The Riverway Daycare building is 100% leased to Bright Horizons under a lease that expires in March 2027. The tenant also has the right to terminate the lease annually on each anniversary of the lease commencement date.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

Historical and Current Occupancy(1)
Property 2013 2014 2015 Current(2)
Riverway Central 91.2% 86.5% 93.9% 93.9%
Riverway East 91.2% 91.6% 90.5% 98.3%
Riverway West 98.2% 92.9% 95.9% 92.3%
Riverway Daycare 100.0% 100.0% 100.0% 100.0%
Weighted Average(3) 93.4% 90.2% 93.5% 95.0%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of September 30, 2016.

(3)Weighted Average based on individual property square footage.

 

Riverway Central. Riverway Central is a 313,478 square foot, 11-story Class A office tower located in Rosemont, Illinois. The property includes 1,027 garage and 32 surface parking spaces (3.38 spaces per 1,000 square feet of net rentable area). As of September 30, 2016, the property was 93.9% occupied by five tenants. The largest tenant at Riverway Central is Central States, one of the country’s largest defined benefit pension plans, which first leased its space in May 2003 and currently leases 60.6% of the net rentable area at Riverway Central through December 2019 (excluding two five-year extension options) across seven floors. Established in 1955, Central States is a health management firm that provides Teamsters and their families pension, health and welfare benefits. The second largest tenant at Riverway Central is Appleton GRP LLC (“Appleton”), which first leased its space in May 2003 and currently leases 12.1% of the net rentable area at Riverway Central through July 2021 across two floors. Headquartered at the property, Appleton manufactures electrical products for a number of industries including the automotive, beverage, chemical and energy industries. The company was founded in 1903 and is an affiliate of the Emerson Electric Company (NYSE: EMR) (rated A2/A by Moody’s and S&P, respectively), a Fortune 500 company. The third largest tenant at Riverway Central is GSA Public Building Services (“GSA”) (rated Aaa/AA+/AAA by Moody’s, S&P and Fitch, respectively), which currently leases 10.6% of the net rentable area at Riverway Central through August 2, 2020. GSA’s space serves as office space for the Transportation Security Administration (“TSA”). Established by the Aviation and Transportation Security Act of 2001, the TSA is tasked with protecting the United States’ transportation systems.

 

Riverway East. Riverway East is a 284,241 square foot, 11-story Class A office tower located in Rosemont, Illinois. The property includes 925 garage spaces and 41 surface parking spaces (3.40 spaces per 1,000 square feet of net rentable area). As of September 30, 2016, the property was 98.3% occupied by 11 tenants. The largest tenant at Riverway East is U.S. Foods, which first leased its space in April 2006 and currently leases 69.7% of the net rentable area at Riverway East through September 2023 across eight floors. Headquartered at the property, U.S. Foods is one of the largest food distributors in the United States. It offers a range of fresh, frozen and dry food and non-food products, serving independently owned single and multi-unit restaurants, regional restaurant concepts, national restaurant chains, hospitals, nursing homes, hotels and motels, country clubs, government and military organizations, colleges and universities and retail locations. The second largest tenant at Riverway East is OMS National Insurance Company (“OMS”), which first leased its space in April 1996 and currently leases 8.6% of the net rentable area at Riverway East through January 2019. Headquartered at the property, OMS is an insurance company that provides risk management programs and insurance services to oral and maxillofacial surgeons. The third largest tenant at Riverway East is Sumitomo Corporation of America (“Sumitomo”), which first leased its space in October 2002 and currently leases 5.6% of the net rentable area at Riverway East through January 2019. Sumitomo produces steel, metal, machinery, power, chemicals, electronics, mineral resources and energy products for the automotive, electronics, energy, communications, transportation and container sectors. The company was founded in 1952 and its U.S. headquarters are located in New York, New York.

 

Riverway West. Riverway West is a 260,992 square foot, 11-story Class A office tower located in Rosemont, Illinois. The property includes 861 garage and 14 surface parking spaces (3.35 spaces per 1,000 square feet of net rentable area). As of September 30, 2016, the property was 92.3% occupied by nine tenants. The property’s largest tenant is U.S. Foods, which first leased its space in January 2005 and currently leases 46.8% of the net rentable area at Riverway West through September 2023 across five floors. The second largest tenant is Culligan, which currently leases 20.4% of the net rentable area at Riverway West through December 2021 across three floors. The building serves as the headquarters for the tenant. Founded in 1936, Culligan manufactures and distributes water filtration and treatment systems for residential, office, commercial and industrial applications. The third largest tenant is The NPD Group Inc. (“NPD”), which first leased its space in September 1994 and currently leases 14.8% of the net rentable area at Riverway West through March 2020 across two floors. NPD provides market information, tracking, analytic and advisory services to clients in the Americas, Europe and the Asia-Pacific.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

Tenant Summary(1)
Tenant Property

Ratings(2) 

Moody’s/S&P/Fitch 

Net Rentable Area (SF) % of Total NRA Base Rent Base Rent PSF(3) Lease Expiration Date
U.S. Foods(4) Riverway East / West Caa1 / B+ / NA 320,341 36.9% $5,998,551 $18.73 9/30/2023  
Central States Riverway Central NA / NA / NA 190,077 21.9% $3,983,311 $20.96 12/31/2019  
Culligan(5) Riverway West NA / NA / NA 53,133 6.1% $883,728 $16.63 12/31/2021  
NPD Riverway West NA / NA / NA 38,917 4.5% $696,656 $17.90 3/31/2020  
Appleton Riverway Central A2 / A / NA 38,003 4.4% $723,857 $19.05 7/31/2021  
GSA Riverway Central Aaa / AA+ / AAA 33,216 3.8% $950,370 $28.61 8/2/2020  
First Union Rail Riverway Central Aa2 / AA- / AA 33,212 3.8% $612,761 $18.45 1/31/2024  
OMS Riverway East NA / NA / NA 24,521 2.8% $489,420 $19.96 1/31/2019  
Sumitomo(6) Riverway East A1 / A- / NA 15,776 1.8% $331,296 $21.00 1/31/2019  
PricewaterhouseCoopers Riverway West NA / NA / NA 11,207 1.3% $224,140 $20.00 4/30/2020  

(1)Based on the underwritten rent roll.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)Base Rent PSF represents the weighted average for each tenant in the case of tenants with various leases containing different rents per square foot.

(4)U.S. Foods leases 198,071 square feet of net rentable area at Riverway East and 122,270 square feet of net rentable area at Riverway West.

(5)Culligan has a one-time right to terminate its lease as of December 31, 2019, with notice on or prior to March 31, 2019 and the payment of a termination fee.

(6)Sumitomo has a one-time right to terminate its lease as of January 31, 2018, with notice on or prior to April 30, 2017 and the payment of a termination fee.

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring % of Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring Cumulative % of Base Rent Expiring
Vacant NAP 43,843 5.0% NAP NAP 43,843 5.0% NAP NAP
2016 & MTM(2) 2 0 0.0 $2,000 0.0% 43,843 5.0% $2,000 0.0%
2017 3 10,125 1.2 204,196 1.3 53,968 6.2% $206,196 1.3%
2018 3 3,811 0.4 106,261 0.7 57,779 6.6% $312,457 2.0%
2019 3 230,374 26.5 4,804,027 30.4 288,153 33.2% $5,116,484 32.4%
2020 5 99,809 11.5 2,193,406 13.9 387,962 44.6% $7,309,890 46.3%
2021 4 99,951 11.5 1,770,570 11.2 487,913 56.1% $9,080,460 57.5%
2022 0 0 0.0 0 0.0 487,913 56.1% $9,080,460 57.5%
2023 1 320,341 36.9 5,998,551 38.0 808,254 93.0% $15,079,011 95.5%
2024 1 33,212 3.8 612,761 3.9 841,466 96.8% $15,691,772 99.4%
2025 1 5,366 0.6 40,737 0.3 846,832 97.4% $15,732,509 99.6%
2026 0 0 0.0 0 0.0 846,832 97.4% $15,732,509 99.6%
2027 & Beyond(3) 1 22,288 2.6 60,000 0.4 869,120 100.0% $15,792,509 100.0%
Total 24 869,120 100.0% $15,792,509  100.0%        

(1)Based on the underwritten rent roll.

(2)2016 & MTM includes United Parcel Service and Federal Express Corporation.

(3)2027 & Beyond includes an 8,053 square foot fitness center and 3,826 square foot management office located at Riverway East.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 


Operating History and Underwritten Net Cash Flow
  2013 2014 2015 TTM(1) Underwritten Per Square Foot %(2)
Rents in Place(3)  $14,744,668 $14,359,825 $14,636,219 $14,596,191 $15,792,506       $18.17 55.2%
Vacant Income 0 0 0 0 789,550         0.91 2.8   
Gross Potential Rent  $14,744,668 $14,359,825 $14,636,219 $14,596,191 $16,582,056       $19.08 58.0%
Total Reimbursements  10,814,946 9,855,267 10,473,991 11,583,580 12,024,877       13.84 42.0   
Net Rental Income  $25,559,614 $24,215,092 $25,110,210 $26,179,771 $28,606,934       $32.91 100.0%
(Vacancy/Credit Loss)        (150,651) (968,767) (458,594) (1,464,547) (2,860,693)       (3.29) (10.0)  
Other Income(4)            80,499 102,965 43,096 51,555 124,800         0.14 0.4  
Effective Gross Income  $25,489,463 $23,349,290 $24,694,712 $24,766,779 $25,871,039       $29.77 90.4%
               
Total Expenses  $11,004,945 $11,652,689 $12,493,997 $12,494,418 $12,713,001       $14.63 49.1%
               
Net Operating Income  $14,484,517 $11,696,602 $12,200,715 $12,272,361 $13,158,038       $15.14 50.9%
               
Total TI/LC, Capex/RR 0 0 0 0 1,479,065         1.70 5.7  
               
Net Cash Flow  $14,484,517 $11,696,602 $12,200,715 $12,272,361 $11,678,973       $13.44 45.1%
(1)TTM historical financials are based on the trailing 12-month period ending on August 31, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)The increase in Underwritten Rents in Place over TTM Rents in Place is due to contractual rent steps taken through September 2017 and the expiration of free rent associated with certain tenants.

(4)Other Income consists primarily of auditorium fees, fitness center fees and sundry revenues.

 

Property Management. The property is managed by Cushman & Wakefield U.S., Inc.

 

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $7.0 million for outstanding tenant improvements and leasing commissions associated with three tenants, $360,173 for tax reserves, $271,509 for free rent reserves associated with one tenant, $108,640 for future tenant improvements and leasing commissions, $81,825 for immediate repairs and $14,485 for replacement reserves.

 

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $895,380 for the first three payment dates of the loan term and $500,000 thereafter.

 

Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as (i) no event of default exists and (ii) the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy in accordance with the loan documents.

 

Replacement Reserves - On a monthly basis, the borrower is required to escrow $14,485 ($0.20 per square foot annually) for replacement reserves. The reserve is subject to a cap of $869,100 (approximately $1.00 per square foot).

 

TI/LC Reserves - On a monthly basis, the borrower is required to deposit $108,640 ($1.50 per square foot annually) for tenant improvements and leasing commissions reserves. The reserve is not subject to a cap.

 

Lockbox / Cash Management. The Riverway Whole Loan is structured with a CMA lockbox. The borrower and manager were required at origination to deliver tenant direction letters instructing all tenants to deposit rents into a lockbox account controlled by the lender. All funds in the lockbox account will be swept daily into the borrower’s operating account unless a Trigger Period (as defined below) is continuing, in which event such funds will be swept on a daily basis into a cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents.

 

A “Trigger Period” commences upon the occurrence of (i) an event of default, (ii) the bankruptcy or insolvency of the borrower or the property manager, (iii) the debt service coverage ratio (as calculated in the loan documents) falling below 1.15x based on a trailing three-month basis (a “DSCR Trigger Event”), (iv) Central States or U.S. Foods (or any replacement tenant(s) (a) terminating, vacating or giving notice of its intention to terminate its lease or vacate its space or failing to give notice of its intent to renew its lease(s) or (b) becoming insolvent or bankrupt (either (a) or (b), a “Tenant Trigger Event”) or (v) U.S. Foods’ long-term credit rating being downgraded to or below “B2” or “B” by S&P, Moody’s or Fitch (the current Moody’s and S&P long-term ratings are B1 and B+, respectively) or the withdrawal of U.S. Foods’ credit rating (unless U.S. Foods’ rating is withdrawn solely as the result of no longer having public debt necessary to enable such rating and it maintains a net worth of at least $1 billion) (each, a “Downgrade Trigger Event”).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Riverway

 

The borrower will have the right two times in the aggregate (except with respect to a DSCR Trigger Event, a Tenant Trigger Event or a Downgrade Trigger Event, which may be cured an unlimited number of times) during the term of the loan to cure a Trigger Period as follows: (i) if a Trigger Period exists solely by reason of an event of default, the acceptance of a cure by the lender of the applicable event of default (in its sole and absolute discretion), (ii) if a Trigger Period exists solely by reason of a bankruptcy or insolvency of a property manager, the replacement of such manager with a qualified manager under a management agreement in accordance with the loan documents, (iii) if a Trigger Period exists solely by reason of a DSCR Trigger Event, the achievement of a debt service coverage ratio for two consecutive quarters of at least 1.20x on a trailing three-month basis, (iv) if a Trigger Period exists by reason of a Tenant Trigger Event, the applicable space(s) is re-leased in accordance with the loan documents (which includes a requirement that annualized gross income (as defined in the loan documents) be not less than $24,895,000 (as reasonably determined by the lender), and (v) if a Trigger Period exists by reason of a Downgrade Trigger Event, the reinstatement or increasing of the applicable rating as required by the loan documents (or, in the case of a Downgrade Trigger Event triggered by the net worth of U.S. Foods, such net worth being at least $1,000,000,000) or the borrower has deposited $9,800,000 in the aggregate into the TI/LC reserve account from excess cash flow as described above.

 

Partial Releases. None.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

(GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

(MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

(MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Credit Assessment (Fitch)(1) BBB-   Title: Fee
Original Principal Balance(2): $60,000,000   Property Type - Subtype: Office – Suburban
Cut-off Date Principal Balance(2): $60,000,000   Net Rentable Area (SF): 612,691
% of Pool by IPB: 6.0%   Location: Sunnyvale, CA
Loan Purpose: Refinance   Year Built / Renovated: 2016 / N/A
Borrower: 441 Real Estate LLC   Occupancy(6): 100.0%
Sponsor(3): Joseph K. Paul   Occupancy Date: 12/1/2016
Interest Rate: 3.319403%   Number of Tenants: 1
Note Date: 9/22/2016   2013 NOI(7): N/A
Maturity Date: 4/1/2027   2014 NOI(7): N/A
Interest-only Period: 60 months   2015 NOI(7): N/A
Original Term: 126 months   TTM NOI(7): N/A
Original Amortization(4): 360 months   UW Economic Occupancy: 95.0%
Amortization Type: IO-Balloon   UW Revenues: $35,097,235
Call Protection(5): L(26),Def(93),O(7)   UW Expenses: $6,170,971
Lockbox: Hard   UW NOI: $28,926,265
Additional Debt: Yes   UW NCF: $27,631,280
Additional Debt Balance(2): $183,000,000 / $102,000,000   Appraised Value / Per SF(8): $525,000,000 / $857
  $50,000,000   Appraisal Date: 7/20/2016
Additional Debt Type: Pari Passu / B-Note /      
  Mezzanine Loan      
         

 

Escrows and Reserves(9)   Financial Information(2)
  Initial Monthly Initial Cap     A-Notes   Whole Loan
Taxes: $180,864 $180,864 N/A   Cut-off Date Loan / SF: $397   $563
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $337   $503
Replacement Reserves: $0 $0 N/A   Cut-off Date LTV(8): 46.3%   65.7%
TI/LC: $0 $0 N/A   Maturity Date LTV(8): 39.3%   58.7%
Other: $86,961,915 $0 N/A   UW NCF DSCR(10): 1.95x   1.43x
          UW NOI Debt Yield: 11.9%   8.4%
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds      % of Total
A-Notes(2) $243,000,000 61.5 %   Payoff Existing Debt $216,321,083 54.8 %
B-Note(2) 102,000,000 25.8     Upfront Reserves 87,142,779 22.1  
Mezzanine Loan 50,000,000 12.7     Return of Equity 84,003,847 21.3  
          Closing Costs 7,532,290 1.9  
Total Sources $395,000,000 100.0 %   Total Uses $395,000,000 100.0 %
(1)Fitch has confirmed that the Moffett Gateway Mortgage Loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.
(2)The Moffett Gateway loan is part of a whole loan evidenced by five pari passu notes with an aggregate original principal balance of $243.0 million (the “A-Notes”) and a subordinate companion loan (the “B-Note”). The A-Notes Financial Information presented in the chart above reflects the Cut-off Date balance of the A-Notes evidencing the Moffett Gateway Whole Loan, as defined in “The Loan” below, but excludes the related B-Note and mezzanine loan. The Whole Loan Financial Information presented in the chart above reflects the Cut-off Date balance of the A-Notes and B-Note evidencing the Moffett Gateway Whole Loan, but excludes the related mezzanine loan.
(3)For a full description of Sponsor, please refer to “The Loan Sponsor” below.
(4)The Moffett Gateway A-Notes will amortize in accordance with the amortization schedule set forth in Annex F to the Preliminary Prospectus subsequent to a five-year interest-only period. The principal payments that would otherwise have been paid to the B-Note will be used to pay down the aggregate principal balance of the A-Notes.
(5)The lockout period will be at least 26 payment dates beginning with and including the first payment date of November 1, 2016. Defeasance of the full $345.0 million Moffett Gateway Whole Loan is permitted after the date that is two years from the closing date of the securitization that includes the note to be last securitized (the “REMIC Prohibition Period”). If the REMIC Prohibition Period has not expired by November 1, 2020, the borrower is permitted to prepay the Moffett Gateway Whole Loan in whole, but not in part, with the payment of a yield maintenance premium.
(6)The property is 100.0% leased to Google Inc. (“Google”) through March 2027 and Google has executed two leases but is not yet in occupancy. Google leases the property under two separate leases, one for 1225 Crossman Avenue (“Building One”) and the second for 1265 Crossman Avenue (“Building Two”). Google is expected to take occupancy for both spaces in early 2017 and, subsequent to any applicable free rent periods, will begin paying full rent as applicable under each lease as follows: Building One in July 2018 and Building Two in July 2017.
(7)Historical cash flows are not available as the property was constructed in 2016.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

(8)The Appraised Value / Per SF, Cut-off Date LTV and Maturity Date LTV are calculated based on the “hypothetical market value as stabilized”, which assumes that all tenant improvement construction is complete and that all contractual free rent has “burned off” at the “stabilized” value date. At origination, the borrower reserved approximately $87.0 million for unfunded obligations (approximately $49.4 million for outstanding tenant improvements and leasing commissions and approximately $37.6 million for free rent). The “as-is” value as of July 20, 2016 is $430.0 million, which results in a Cut-off Date LTV and Maturity Date LTV of 56.5% and 48.0%, respectively, and a Whole Loan Cut-off Date LTV and Maturity Date LTV of 80.2% and 71.7%, respectively.
(9)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(10)The UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus.

 

The Loan. The Moffett Gateway loan is secured by a first mortgage lien on the borrower’s fee interests in a newly constructed corporate office campus consisting of two seven-story towers, an amenities building and a parking garage, located in Sunnyvale, California. The whole loan has an outstanding principal balance as of the Cut-off Date of $345.0 million (the “Moffett Gateway Whole Loan”) and is comprised of five pari passu senior notes, each as described below, with an aggregate outstanding principal balance as of the Cut-off Date of $243.0 million (collectively, the “Moffett Gateway A-Notes”) and a subordinate B-Note with an outstanding principal balance as of the Cut-off Date of $102.0 million (the “Moffett Gateway Subordinate Companion Loan”), each as described below. Note A-2, with an outstanding principal balance as of the Cut-off Date of $60.0 million, is being contributed to the JPMCC 2016-JP4 Trust (the “Moffett Gateway Mortgage Loan”). Note A-1, Note A-3 and Note A-4, with outstanding principal balances as of the Cut-off Date of $50.0 million, $40.0 million and $50.0 million, respectively, are expected to be contributed to one or more future securitization trusts and Note A-5 with an outstanding principal balance as of the Cut-off Date of $43.0 million was contributed to the JPMDB 2016-C4 trust (together, the “Moffett Gateway Pari Passu Companion Loans”). The Moffett Gateway Subordinate Companion Loan is currently held by JPMCB, but is expected to be sold to a third party investor in the future. Under the related intercreditor agreement, prior to a control appraisal period with respect to the Moffett Gateway Subordinate Companion Loan, under certain circumstances, the holder of the Moffett Gateway Subordinate Companion Loan will have the right to approve certain major decisions with respect to the Moffett Gateway Whole Loan, to exercise certain cure rights and to replace the related special servicer with or without cause. The holder of the Moffett Gateway Subordinate Companion Loan will also have the right to purchase the Moffett Gateway A Notes under certain circumstances. After a control appraisal period occurs with respect to the Moffett Gateway Subordinate Companion Loan, the holder of Note A-2 will be entitled to exercise the rights of the controlling noteholder for the Moffett Gateway Whole Loan; however, the holder of the Moffett Gateway Pari Passu Companion Loans will be entitled, under certain circumstances, to be consulted with respect to certain major decisions. The Moffett Gateway Whole Loan has a 10-year, six-month term and, subsequent to a five-year interest-only period, the Moffett Gateway A-Notes will amortize in accordance with the amortization schedule set forth on Annex F to the Preliminary Prospectus. The principal payments that would otherwise have been paid to the Moffett Gateway Subordinate Companion Loan are included as part of the scheduled amortization of the Moffett Gateway A-Notes.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder   Controlling Piece
A-1 $50,000,000 $50,000,000   JPMCB   No
A-2 60,000,000 60,000,000   JPMCC 2016-JP4   No
A-3 40,000,000 40,000,000   JPMCB   No
A-4 50,000,000 50,000,000   JPMCB   No
A-5 43,000,000 43,000,000   JPMDB 2016-C4   No
B-1 102,000,000 102,000,000   Third Party Investor   Yes
Total $345,000,000 $345,000,000        

 

The Borrower. The borrowing entity for the Moffett Gateway Whole Loan is 441 Real Estate LLC, a Delaware limited liability company and special purpose entity.

 

The Loan Sponsor. The loan sponsor is Joseph K. Paul (“Jay Paul”) and the nonrecourse carve-out guarantors are Jay Paul, Jay Paul Revocable Living Trust Dated November 9, 1999, as Amended and Restated on March 19, 2010, and Paul Guarantor LLC, a Delaware limited liability company. Jay Paul is the founder of the Jay Paul Company. The Jay Paul Company is an owner and developer of commercial office properties throughout California. Founded in 1975, the Jay Paul Company has developed or acquired over 8.5 million square feet of office space, including 21 buildings in Moffett Park totaling 5.0 million square feet. Jay Paul Company has built projects for many notable companies including Apple, Google, Amazon, Motorola, Microsoft, Boeing, Philips Electronics, HP and DreamWorks, among others. The loan sponsor focuses on sustainable design and has closed in excess of $12.0 billion in equity and debt financings since inception. The borrower is permitted to obtain the release of Jay Paul and the trust from the guaranty and environmental indemnity upon satisfaction of certain conditions in the loan documents, which include, without limitation, Paul Guarantor LLC maintaining a net worth of not less than $300.0 million and liquidity of not less than $20.0 million.

 

The loan sponsor purchased the land and previous buildings in 2012 for approximately $50.4 million and has spent approximately $182.5 million ($298 per square foot) on the development of the Moffett Gateway office complex. Additionally, the loan sponsor has spent approximately $55.1 million ($90 per square foot) in tenant improvement and leasing commission costs. The loan sponsor’s total cost basis is approximately $336.1 million ($549 per square foot).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

The Property. The Moffett Gateway property is comprised of two newly-constructed seven-story Class A LEED Platinum-Certified towers totaling 597,848 square feet and is located in Sunnyvale, California. The property is situated on approximately 15.5 acres and features a 14,843 square foot amenities building, which contains a fitness center with locker rooms, showers, steam rooms and a yoga studio, a rooftop dining area, bocce court area and common and recreation areas. Additionally, the property contains 2,022 parking spaces resulting in a parking ratio of approximately 3.3 spaces per 1,000 square feet of space. The property benefits from its location at the intersection of Highways 237 and 101, two regional highway systems that provide direct access to the surrounding areas as well as the San Francisco central business district, located approximately 38.4 miles north of the property. The property is part of the larger Moffett Park development, a 519-acre area comprised of recently developed office spaces and research and development buildings. Additionally, a Santa Clara Light Rail System is located adjacent to the property, which provides service to the surrounding residential communities. The Santa Clara County Transit System provides bus service county-wide and has four stops nearby the property.

 

As of December 1, 2016, the property is 100.0% leased to Google pursuant to two separate 298,924 square foot triple net leases through March 31, 2027 for Building One and Building Two, each with two seven-year extension options and no early termination options. Google does not directly lease the amenities building from the landlord. Instead, Google’s right to use the amenities building is contained within each individual lease. Google’s right to use the amenities building is exclusive during any period when Google leases both office buildings and is non-exclusive for any additional tenant that may sign a lease at the property in the future. Additionally, the amenities building, which includes the parking structure, is part of the common areas which are owned in fee simple by an owners association, which is wholly owned by the borrower. The borrower has pledged the ownership interests as collateral for the Moffett Gateway Whole Loan.

 

Google’s main headquarters in Mountain View, California is located approximately 6.4 miles west of the property. On October 2, 2015, Google implemented a holding company reorganization in which Alphabet became the successor issuer to Google. At that time, Alphabet recognized the assets and liabilities of Google at carryover basis. Alphabet, through its subsidiaries, provides online advertising services in the United States, the United Kingdom and rest of the world. Alphabet is the second largest publicly traded company (NASDAQ: GOOG) in the world as measured by market capitalization and is rated Aa2 and AA by Moody’s and S&P, respectively. Google represents approximately 99.4% of Alphabet’s total revenues, based on Alphabet’s 2015 annual report.

 

The property is located in the Sunnyvale office submarket. The submarket features one of the highest concentrations of technology, software and creative tenants within Silicon Valley. Moffett Gateway is located along Moffett Park Avenue, a part of the larger Moffett Park development, which is a 519-acre area comprised of recently developed office spaces and research and development buildings. Moffett Park is home to several notable technology firms including Amazon.com, Google, Hewlett-Packard, Juniper Networks, Lockheed Martin, Microsoft, and Yahoo!. Google owns or leases approximately 3.5 million square feet of office space in Sunnyvale, making it the largest corporate occupier in the submarket. Additionally, Google collectively owns or leases approximately 15.1 million square feet in Silicon Valley and the greater San Francisco area. As of the second quarter of 2016, the Sunnyvale market had a Class A office inventory of approximately 8.9 million square feet with an overall vacancy rate of 8.8% and annual asking rents between $43.80 and $45.60 per square foot on a triple-net basis.

 

Historical and Current Occupancy(1)
2013 2014 2015 Current(2)
N/A N/A N/A 100.0%
(1)Historical Occupancy is not available as the property was constructed in 2016.
(2)Current Occupancy is as of December 1, 2016. The property is 100.0% leased to Google through March 2027 and Google has executed two leases but is not yet in occupancy. Google leases the property under two separate leases, one for Building One and the second for Building Two. Google is expected to take occupancy in early 2017 and, subsequent to any applicable free rent periods, will begin paying full rent at Building One in July 2018 and full rent at Building Two in July 2017. At origination, the borrower reserved approximately $87.0 million for unfunded obligations (approximately $49.4 million for outstanding tenant improvements and leasing commissions and approximately $37.6 million for free rent).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of Total
NRA
Base Rent
PSF(3)
% of Total
Base Rent
Lease
Expiration Date
Google(4) Aa2 / AA / NA 612,691 100.0% $50.87 100.0% 3/31/2027
                 
(1)Based on the underwritten rent roll.
(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)Base Rent PSF includes the 14,843 square foot amenities building, for which approximately $785,298 of base rent has been underwritten. Google’s right to use the amenities building is exclusive during any period when Google leases both office buildings and is non-exclusive for any additional tenant that may sign a lease at the property in the future.
(4)Google has two seven-year renewal options remaining for each lease. Google must provide notice of its intention to renew no earlier than January 2026 or later than June 2026.

                                           
Lease Rollover Schedule(1)
Year   Number
of
Leases
Expiring
  Net
Rentable
Area
Expiring
  % of NRA
Expiring
  Base Rent
Expiring
  % of
Base
Rent
Expiring
  Cumulative
Net
Rentable
Area
Expiring
  Cumulative
% of NRA
Expiring
  Cumulative
Base Rent
Expiring
  Cumulative
% of Base
Rent
Expiring
Vacant   NAP   0     0.0 %   NAP      NAP   0   0.0%   NAP   NAP
2016 & MTM   0   0     0.0     $0   0.0 %   0   0.0%   $0   0.0%
2017   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2018   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2019   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2020   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2021   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2022   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2023   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2024   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2025   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2026   0   0     0.0     0   0.0     0   0.0%   $0   0.0%
2027 & Beyond   2   612,691     100.0     31,169,318   100.0     612,691   100.0%   $31,169,318   100.0%
Total   2   612,691     100.0 %   $31,169,318   100.0 %                
(1)Based on the underwritten rent roll.

 

Google Rent Schedule
Period   Building One
Base Rent per
Year
  Building One
Base Rent per
Year PSF
  Building Two
Base Rent per
Year
  Building Two
Base Rent per
Year PSF
  Cumulative
Base Rent per
Year
  Cumulative
Base Rent per
Year PSF
Months 1 – 10(1)   $0   $0.00   $0   $0.00   $0   $0.00
Months 11 – 22(1)   0   0.00   12,232,568   20.46   12,232,568   20.46
Months 23 – 34   12,599,545   21.07   13,738,744   22.98   26,338,289   44.06
Months 35 – 46   14,150,907   23.67   14,150,907   23.67   28,301,813   47.34
Months 47 – 58   14,575,434   24.38   14,575,434   24.38   29,150,868   48.76
Months 59 – 70   15,012,697   25.11   15,012,697   25.11   30,025,394   50.22
Months 71 – 82   15,463,078   25.86   15,463,078   25.86   30,926,156   51.73
Months 83 – 94   15,926,970   26.64   15,926,970   26.64   31,853,940   53.28
Months 95 – 106   16,404,779   27.44   16,404,779   27.44   32,809,559   54.88
Months 107 – 118   16,896,923   28.26   16,896,923   28.26   33,793,845   56.53
Months 119 – 128   14,431,037   24.14   14,431,037   24.14   28,862,073   48.28
Total/Wtd. Avg.(2)   $135,461,369   $25.34   $148,833,136   $25.09   $284,294,505   $49.53
(1)The property is 100.0% leased to Google through March 2027 and Google has executed a lease but is not yet in occupancy. Google leases the property under two separate leases, one for Building One and the second for Building Two. Google is expected to take occupancy in early 2017 and, after any applicable free rent periods, will begin paying full rent as applicable under each lease as follows: Building One in July 2018 and Building Two in July 2017. At origination, the borrower reserved approximately $87.0 million for unfunded obligations (approximately $49.4 million for outstanding tenant improvements and leasing commissions and approximately $37.6 million for free rent).
(2)The Total/Wtd. Avg. Base Rent and PSF numbers exclude the 14,843 square foot amenities building, for which approximately $785,298 of base rent has been underwritten. Google’s right to use the amenities building is exclusive during any period when Google leases both office buildings and is non-exclusive for any additional tenant that may sign a lease at the property in the future.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

Proforma and Underwritten Net Cash Flow

Proforma
2017

Proforma
2018

Proforma
2019

Underwritten

 

Per Square
Foot

 

%(1)

Rents in Place(2)   $3,318,057   $17,393,064   $28,439,878   $31,169,318   $50.87   84.4 %
Vacant Income   0   0   0   0   0.00   0.0  
Gross Potential Rent   $3,318,057   $17,393,064   $28,439,878   $31,169,318   $50.87   84.4 %
Total Reimbursements   4,112,410   6,072,471   6,503,937   5,775,140   9.43   15.6  
Net Rental Income   $7,430,467   $23,465,535   $34,943,815   $36,944,458   $60.30   100.0 % 
(Vacancy/Credit Loss)   0   0   0   (1,847,223)    (3.01)    (5.0)  
Other Income   0   0   0   0   0.00   0.0  
Effective Gross Income   $7,430,467   $23,465,535   $34,943,815   $35,097,235   $57.28   95.0 %
                           
Total Expenses   $5,583,716   $6,204,727   $6,692,827   $6,170,971   $10.07   17.6 %
                           
Net Operating Income   $1,846,751   $17,260,808   $28,250,988   $28,926,265   $47.21   82.4 %
                           
Total TI/LC, Capex/RR   0   0   0   1,294,985   2.11   3.7  
Net Cash Flow   $1,846,751   $17,260,808   $28,250,988   $27,631,280   $45.10   78.7 %
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(2)The property is 100.0% leased to Google through March 2027 and Google has executed a lease but is not yet in occupancy. Google leases the property under two separate leases, one for Building One and the second for Building Two. Google is expected to take occupancy in early 2017 and, after any applicable free rent periods, will begin paying full rent as applicable under each lease as follows: Building One in July 2018 and Building Two in July 2017. At origination, the borrower reserved approximately $87.0 million for unfunded obligations (approximately $49.4 million for outstanding tenant improvements and leasing commissions and approximately $37.6 million for free rent).

 

Property Management. The property is subject to a management agreement with Paul Holdings, Inc., an affiliate of the loan sponsor.

 

Escrows and Reserves. At origination, the borrower deposited into escrow approximately $87.0 million for unfunded obligations (which included approximately $49.4 million for outstanding tenant improvements and leasing commissions and approximately $37.6 million for free rent reserves) and $180,864 for tax reserves.

 

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $180,864.

 

Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow is waived so long as (i) no event of default exists and (ii) the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy in accordance with the loan documents.

 

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. The borrower was required to send tenant direction letters to all tenants upon the origination of the loan instructing them to deposit all rents and payments directly into the lockbox account controlled by the lender. All funds in the lockbox account are swept each business day to a segregated cash management account under the control of the lender and disbursed on each payment date during the term of the loan in accordance with the loan documents. During a Cash Sweep Period (as defined below), all excess cash flow after payment of the mortgage debt service, required reserves, operating expenses and mezzanine debt service will be held as additional collateral for the loan. The lender has a first priority security interest in the cash management account.

 

A “Cash Sweep Period” means the period after the occurrence of (i) an event of default, (ii) any bankruptcy action of the borrower or manager (if, with respect to the manager only, such bankruptcy action is not discharged, stayed or dismissed within 30 days), (iii) the date on which the debt service coverage ratio (as calculated in the loan documents), based on trailing three-months is less than 1.10x (including aggregate debt service for the Moffett Gateway A-Notes, Moffett Gateway Subordinate Companion Loan and mezzanine loan) or (iv) the occurrence of any of the following: (a) the earlier of (1) the payment date in August 2024, (2) a notification by Google of its intention to not renew its leases or (3) any failure to renew the Google leases in accordance with their terms (a “Maturity Trigger”), (b) the date on which the long term unsecured debt rating of Google or its parent company is not rated by two rating agencies, is withdrawn by two rating agencies or is downgraded to or below BBB- (or its equivalent) by two rating agencies (a “Downgrade Trigger”), (c) any default by Google under its leases (a “Default Trigger”), (d) any bankruptcy or insolvency action by Google or any party providing a guaranty or credit support for the leases (a “Tenant Bankruptcy Trigger”), or (e) Google gives notice that it intends to terminate its leases or any termination or cancellation of the leases (a “Termination Trigger”) (any of the foregoing in subpart (iv), a “Specified Tenant Trigger”).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Moffett Gateway

 

The borrower has the right to cure a Cash Sweep Period by (a) if caused by clause (i) above, the acceptance of a cure by the lender of the applicable event of default (in its sole and absolute discretion), (b) if caused by clause (ii) above solely with respect to the manager, the replacement of such manager with a qualified manager under a management agreement acceptable to the lender within 60 days (or, if such bankruptcy action was involuntary and the manager or borrower did not consent to or solicit or collude with the party filing such action, upon the same being discharged, stayed or dismissed within 60 days), (c) if caused by clause (ii) above solely with respect to the borrower if the bankruptcy action was involuntary and the borrower, guarantor or any affiliate did not consent to or solicit or collude with the party filing such action, upon the same not being discharged, stayed or dismissed within 60 days, (d) if caused by clause (iii) above, the achievement of a debt service coverage ratio for two consecutive quarters of at least 1.10x on a trailing three-month basis, (e) a Maturity Default, Google renewing both of its leases in accordance with the loan documents and paying full unabated rent without any right of offset or free rent credit or outstanding tenant improvement obligations in accordance with the loan documents, (f) a Downgrade Trigger, the initiation or reinstatement by Fitch, Moody’s and S&P, as applicable, (g) a Default Trigger, Google has cured all defaults and is paying full unabated rent without any right of offset or free rent credit or outstanding tenant improvement obligations (unless the tenant is rated at least BBB- (or its equivalent) by Fitch, Moody’s and S&P and the borrower reserves for such amounts in accordance with the loan documents), (h) a Tenant Bankruptcy Trigger, the bankruptcy action is dismissed pursuant to a final, non-appealable order and Google is paying full unabated rent without any right of offset or free rent credit or outstanding tenant improvement obligations (unless the tenant is rated at least BBB- (or its equivalent) by Fitch, Moody’s and S&P and the borrower reserves for such amounts in accordance with the loan documents), or (i) a Termination Trigger, Google has revoked or rescinded all termination or cancellation notices with respect to the lease(s) and has re-affirmed each lease as being in full force and effect and is paying full unabated rent without any right of offset or free rent credit or outstanding tenant improvement obligations (unless the tenant is rated at least BBB- (or its equivalent) by Fitch, Moody’s and S&P and the borrower reserves for such amounts in accordance with the loan documents). The borrower may also cure a Default Trigger, a Tenant Bankruptcy Trigger or a Termination Trigger by re-leasing the space leased by Google to a replacement tenant in accordance with the loan documents. In no event will the borrowers have the right to cure a Cash Sweep Period occurring by reason of a borrower’s voluntary bankruptcy or insolvency, and the borrower is limited to curing a Cash Sweep Period caused by an event of default, a Default Trigger, a Downgrade Trigger, a Tenant Bankruptcy Trigger or a Termination Trigger to no more than three times during the term of the loan.

 

Additional Debt. There is a $102.0 million Moffett Gateway Subordinate Companion Loan and a $50.0 million mezzanine loan, both coterminous with the Moffett Gateway A-Notes. The Moffett Gateway Subordinate Companion Loan and mezzanine loan are currently held by JPMCB and are each expected to be sold to a third party investor. The Moffett Gateway Subordinate Companion Loan has a 5.00000% coupon and is interest only for the entire term. All principal payments on the Moffett Gateway Whole Loan once amortization begins after the expiration of the interest-only period will be applied to the Moffett Gateway A-Notes, which will cause hyper-amortization of the Moffett Gateway A-Notes. The mezzanine loan has a 6.35000% coupon and is interest only for the full term of the loan. Including the Moffett Gateway Subordinate Companion Loan and mezzanine loan, the cumulative Cut-off Date LTV, cumulative UW NCF DSCR and cumulative UW NOI Debt Yield are 75.2%, 1.22x and 7.3%, respectively. The mortgage and mezzanine lenders are in the process of negotiating an intercreditor agreement.

 

Partial Release. The borrower is permitted to release Building One or Building Two from the lien of the security instrument through a partial defeasance of the Moffett Gateway Whole Loan at any time after the expiration of the lockout period if, among other conditions, (i) no event of default has occurred and is continuing, (ii) the borrower defeases a portion of the Moffett Gateway Whole Loan equal to the adjusted release amount, which is equal to (a) the allocated loan amount for the applicable building plus (b) if the Google Tenancy Condition (as defined below) is not satisfied, 25% of the allocated loan amount, (iii) after giving effect to the release, the debt service coverage ratio of the remaining portion of the property based on the trailing 12-month period equals or is greater than the greater of (a) 1.23x and (b) the debt service coverage ratio for the property (including the building being released) immediately preceding the release based on the trailing-three month period.

 

Google Tenancy Condition” means (a) there is no Cash Sweep Period caused by a Specified Tenant Trigger and (b) either the Google lease or a lease for the Google leased premises with a tenant that has a long term unsecured debt rating of BBB or its equivalent is in full force and effect for the remaining property.

 

Right of First Offer. Google has a right of first offer, so long as the borrower or an affiliate owns the property, to purchase all or any portion of the property that the borrower is willing to sell. The right of first offer expressly does not apply to any third party (including any owner by reason of foreclosure or any successor-in-interest) who subsequently owns all or any portion of the property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Summit Mall

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

(MAP) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Credit Assessment (Moody’s)(1) Baa3   Title: Fee
Original Principal Balance(2): $50,000,000   Property Type - Subtype: Retail – Regional Mall
Cut-off Date Principal Balance(2): $50,000,000   Net Rentable Area (SF)(4): 528,234
% of Pool by IPB: 5.0%   Location: Fairlawn, OH
Loan Purpose: Refinance   Year Built / Renovated: 1965 / 2007
Borrower: Mall at Summit, LLC   Occupancy(5): 92.3%
Sponsor: Simon Property Group, L.P.   Occupancy Date: 7/5/2016
Interest Rate: 3.31400%   Number of Tenants: 98
Note Date: 9/7/2016   2013 NOI(6): $11,304,120
Maturity Date: 10/1/2026   2014 NOI(6): $12,280,008
Interest-only Period: 120 months 2015 NOI: $12,234,473
Original Term: 120 months TTM NOI (as of 7/2016)(7): $12,759,882
Original Amortization: None   UW Economic Occupancy: 92.7%
Amortization Type: Interest Only   UW Revenues: $17,294,164
Call Protection(3): L(26),Def(87),O(7)   UW Expenses: $3,863,136
Lockbox: CMA   UW NOI(7): $13,431,028
Additional Debt: Yes   UW NCF: $12,844,933
Additional Debt Balance: $35,000,000   Appraised Value / Per SF: $205,000,000 / $388
Additional Debt Type: Pari Passu   Appraisal Date: 8/8/2016
     
           

 

Escrows and Reserves(8)   Financial Information(2)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $161
Taxes: $0 Springing N/A   Maturity Date Loan / SF: $161
Insurance: $0 Springing N/A   Cut-off Date LTV: 41.5%
Replacement Reserves: $0 Springing N/A   Maturity Date LTV: 41.5%
TI/LC: $0 Springing N/A   UW NCF DSCR: 4.50x
Other: $0 $0 N/A   UW NOI Debt Yield: 15.8%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan(2) $85,000,000 100.0%   Payoff Existing Debt $65,000,000 76.5 %
        Return of Equity 19,005,820 22.4  
        Closing Costs 994,180 1.2  
Total Sources $85,000,000 100.0%   Total Uses $85,000,000 100.0 %

(1)Moody’s has confirmed that the Summit Mall Mortgage Loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(2)The Summit Mall loan is part of a whole loan evidenced by two pari passu senior notes, with an aggregate original principal balance of $85.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $85.0 million Summit Mall Whole Loan, as defined in “The Loan” below.

(3)The lockout period will be at least 26 payment dates beginning with and including the first payment date on November 1, 2016. Defeasance of the full $85.0 million Summit Mall Whole Loan is permitted after the earlier to occur of (i) November 1, 2019 and (ii) the date that is two years from the closing date of the securitization that includes the note to be last securitized (the “REMIC Prohibition Period”). If the REMIC Prohibition Period has not expired by November 1, 2019, the borrower is permitted to prepay the Summit Mall Whole Loan in whole, but not in part, with the payment of a yield maintenance premium (except that any portion of the Summit Mall Whole Loan that has been securitized for more than two years is required to be defeased).

(4)Net Rentable Area (SF) is exclusive of square footage associated with the two Dillard’s boxes. The Dillard’s land and improvements are tenant-owned with no attributable base rent.

(5)Current Occupancy is as of July 5, 2016 and includes space leased by Dewey’s Pizza (3,490 square feet) and Auntie Anne’s (250 square feet), accounting for a combined underwritten base rent of $149,360, for which the tenants have signed leases but are not yet in occupancy. The tenants are expected to take possession of the leased spaces and commence paying rent in November 2016.

(6)The increase in 2014 NOI from 2013 NOI is primarily associated with tenants renewing their leases at higher rents.

(7)The increase in UW NOI from TTM NOI is primarily associated with $546,578 in contractual rent steps underwritten through October 2017 and underwriting two tenants that have signed leases, but are not yet in occupancy.

(8)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

The Loan. The Summit Mall loan is secured by a first mortgage lien on the borrower’s fee interest in 528,234 square feet of an approximately 777,185 square foot mall located in Fairlawn, Ohio. The whole loan has an outstanding principal balance as of the Cut-off Date of $85.0 million (the “Summit Mall Whole Loan”) and is comprised of two pari passu notes, each as described below. Note A-1 is being contributed to the JPMCC 2016-JP4 Trust and is the controlling note under the related intercreditor agreement, the rights of which will be exercised by the trustee under this securitization (or, prior to the occurrence and continuance of a Control Termination Event, by the Directing Certificateholder). However, the holder of Note A-2 (including any related trustee or, prior to the occurrence and continuance of a control termination event under any related pooling and servicing agreement, any related directing certificateholder) will be entitled, under certain circumstances, to be consulted with respect to certain major decisions. The Summit Mall Whole Loan has a 10-year term and is interest-only for the entire term. The previously existing debt securing the property was securitized in JPMCC 2007-LD12.

 

 Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1 $50,000,000 $50,000,000   JPMCC 2016-JP4 Yes
A-2   35,000,000   35,000,000   JPMCB No
Total $85,000,000 $85,000,000      

 

The Borrower. The borrowing entity for the Summit Mall Whole Loan is Mall at Summit, LLC, a Delaware limited liability company and special purpose entity.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Simon Property Group, L.P., an affiliate of Simon Property Group, Inc. (”SPG”). SPG was founded in 1960 and is headquartered in Indianapolis, Indiana. SPG (NYSE: SPG, rated A3/A by Moody’s and S&P) is an S&P 100 company and the largest public real estate company in the world. As of September 30, 2016, SPG owned or had an interest in 227 retail real estate properties in North America, Europe and Asia comprising approximately 189 million square feet. SPG’s liability under the nonrecourse carve-out provisions in the Summit Mall Whole Loan documents is capped at $17.0 million plus reasonable collection costs.

 

The Property. Summit Mall is an approximately 777,185 square foot regional mall located in Fairlawn, Ohio. Approximately 528,234 square feet of the Summit Mall property will serve as collateral for the Summit Mall Whole Loan. The property is anchored by Macy’s and two Dillard’s boxes and features national retailers such as Apple, Gap, Express, Coach, Swarovski, American Eagle, Sephora, Versona and Pandora. Summit Mall was originally built in 1965 and was renovated in 2007. In 2009, the loan sponsor completed an approximately $19.5 million renovation to add approximately 47,000 square feet of exterior facing stores along the south side of the mall to create a lifestyle component by the main entrance. This includes P.F. Chang’s, David’s Bridal, LOFT and Christopher & Banks, among others. Summit Mall has approximately 3,581 surface parking spaces, resulting in a parking ratio of approximately 6.8 spaces per 1,000 square feet of the collateral’s net rentable area.

 

In 2007, the property reported a net operating income of approximately $8.0 million, which has grown by approximately 59.5% to approximately $12.8 million for the trailing 12-month period ending July 2016. The property has experienced recent leasing momentum, signing 20 new and renewal leases since 2014, accounting for 56,855 square feet, or 10.8% of collateral net rentable area, with a weighted average underwritten base rent of $38.77 per square foot. The property’s total comparable collateral in-line sales for all tenants have grown from approximately $461 per square foot in 2013 to $491 per square foot as of the trailing 12-month period ending May 2016. The most recent comparable sales are above both regional and national averages and near the upper end of the property’s competitive set. Total mall sales have grown consistently, from approximately $156.6 million in 2013 to approximately $163.2 million for the trailing 12-month period ending May 2016.

 

Historical In-line Sales and Occupancy Costs(1)
  2013 2014 2015 TTM(2)
In-line Sales PSF(3) $461 $428 $473 $491
Occupancy Costs(4) 10.0% 11.0% 10.9% 10.7%
(1)In-line Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet that reported full year sales.

(2)TTM In-line Sales PSF and Occupancy Costs are as of May 31, 2016.

(3)In-line Sales PSF excluding Apple are $352, $335, $374 and $379 for 2013, 2014, 2015 and the trailing 12-month period ending May 2016, respectively.

(4)Occupancy Costs excluding Apple are 13.0%, 14.0%, 13.7% and 13.8% for 2013, 2014, 2015 and the trailing 12-month period ending May 2016, respectively.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

Macy’s leases 195,776 square feet (37.1% of collateral net rentable area) through October 2020 and is the only collateral anchor tenant. For the trailing 12-month period ending May 2016, Macy’s totaled approximately $28.6 million in annual sales ($146 per square foot). Macy’s recently closed its store at Chapel Hill Mall, which is the only competitor within 16.0 miles of Summit Mall. Dillard’s owns its own improvements and underlying land and is not collateral for the Summit Mall Whole Loan. Dillard’s North offers the women’s department and Dillard’s South offers the children’s, men’s and home departments. Both anchors are original tenants at the property.

 

Anchors
Tenant Collateral Ratings(1)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)

Most Recent 

Sales(2)

Most Recent
Sales PSF(2)
Dillard’s No Baa3 / BBB- / BBB- 237,160  $16,400,000 $69
Macy’s Yes Baa2 / BBB / NA 195,776 $28,608,747 $146
             
(1)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(2)Dillard’s is not required to report sales. Most Recent Sales are based on the loan sponsor’s estimate and are as of December 31, 2015. Macy’s Most Recent Sales is based on actual reported sales as of May 31, 2016.

 

As of July 5, 2016, the collateral was 92.3% leased by 98 tenants under 99 individual leases (95.4% including temporary tenants as of June 30, 2016). The overall mall, inclusive of the non-owned anchor tenants, is 95.9% occupied with a diverse tenant offering. The largest non-anchor collateral tenant, Goodyear, leases 11,732 square feet (2.2% of the collateral net rentable area) through June 2031. Goodyear contributes 3.3% of the total underwritten base rent and reported sales of approximately $91 per square foot for the trailing 12-month period ending May 31, 2016. The second largest non-anchor collateral tenant, Gap, leases 9,532 square feet (1.8% of the collateral net rentable area) through January 2018. Gap contributes 3.1% of the total underwritten base rent and reported sales of approximately $199 per square foot for the trailing 12-month period ending May 31, 2016. The third largest non-anchor collateral tenant, Express, leases 8,500 square feet (1.6% of the collateral net rentable area) through January 2021. Express contributes 2.4% of the total underwritten base rent and reported sales of approximately $379 per square foot for the trailing 12-month period ending May 31, 2016.

 

Historical and Current Occupancy(1)
2013 2014 2015 Current(2)    
94.3% 94.7% 89.2% 92.3%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of July 5, 2016 and includes space leased by Dewey’s Pizza (3,490 square feet) and Auntie Anne’s (250 square feet), accounting for a combined underwritten base rent of $149,360, for which the tenants have signed leases but are not yet in occupancy. The tenants are expected to take possession of the leased spaces and commence paying rent for their spaces in November 2016.

 

Summit Mall is located approximately 7.3 miles northwest of downtown Akron, Ohio. The property is located along West Market Street (Route 18) and 1.5 miles east of Interstate 77. West Market Street is the main commercial thoroughfare in Fairlawn and connects to I-77, the major regional highway that runs through the Akron central business district to Cleveland. Fairlawn is surrounded by several affluent neighborhoods. The average household income within a five-mile radius of the property is $88,584 as compared to $70,881 for the Akron CBSA in 2015. Per the appraisal, the daily traffic count for West Market Street is 20,310 vehicles. West Market Street is highly developed with professional and medical offices, strip and freestanding retail, hotels and restaurants. Additionally, the property is located opposite a series of office buildings ranging from 10,000 to 100,000 square feet. As of year-end 2015, Summit County is home to approximately 542,000 people. According to the appraisal, as of the end of 2015, the estimated population within a five-, 10- and 15-mile radius of the property was 88,353, 381,361 and 755,569 people, respectively, and the average household income was $88,584, $66,276 and $75,825, respectively, with projected annual compound growth of approximately 3.3% through 2020.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

Summit Mall benefits from its location along West Market Street in Summit County. According to the appraisal, Summit Mall is the dominant enclosed mall in the Akron area. Competitive properties in the area maintained an average vacancy rate of approximately 12.0% and sales ranging from $245 to $440 per square foot. The appraisal does not identify any new or proposed directly competitive properties in the area. The current primary and secondary competition consists of five properties detailed in the table below.

 

Competitive Set Summary(1)
Property Year Built /
Renovated
Total GLA Proximity
(Miles)
Estimated
Occupancy
Sales PSF Anchor Tenants
Summit Mall(2) 1965 / 2007 777,185 NAP 95.4% $473

Macy’s, Dillard’s North, Dillard’s South

Primary Competition            
Chapel Hill Mall(3) 1966 / 2006    1,096,797   7.8 75.0% $250 JCPenney, Sears
Belden Village Mall 1970 / 1987      822,924 21.2 97.0% $440 Dillard’s, Macy’s, Sears
SouthPark Center 1996 / 2007   1,238,740 16.0 85.0% $390 Cinemark, Dick’s Sporting Goods, Dillard’s, JCPenney, Kohl’s, Macy’s, Sears
Secondary Competition            
Great Northern Mall 1976 / 1992 1,148,527 24.4 97.0% $350 Dillard’s, JCPenney, Macy’s, Sears
Carnation City Mall 1983 / NA 354,274 28.5 86.0% $245 Cinemark, Dunham Sports, Elder-Beerman, JCPenney
(1)Based on the appraisal.

(2)Total GLA for Summit Mall includes non-collateral space and Estimated Occupancy represents actual occupancy as of July 5, 2016.

(3)Chapel Hill Mall has a vacant anchor tenant space.

 

Collateral Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net
Rentable
Area (SF)
% of
Total NRA
Lease
Expiration
Date
Base Rent
PSF
% of Total
Base Rent
Most Recent
Sales PSF(3)
Occupancy
Cost(3)
Macy’s Baa2 / BBB / NA 195,776 37.1% 10/24/2020 $0.75 1.4% $146 1.8%
Goodyear B1 / BB / BB 11,732 2.2% 6/30/2031 $28.86 3.3%   $91 N/A
Gap Baa2 / BB+ / BB+ 9,532 1.8% 1/31/2018 $33.00 3.1% $199 25.9%
Express NA / NA / NA 8,500 1.6% 1/31/2021 $29.12 2.4% $379 15.0%
Versona Accessories(4) NA / NA / NA 8,000 1.5% 1/31/2024 $13.07 1.0% $109 29.7%
Banana Republic Baa2 / BB+ / BB+ 7,806 1.5% 4/30/2018 $30.41 2.3% $281 17.1%
Bravo NA / NA / NA 7,337 1.4% 1/31/2019 $25.56 1.8% $388 8.7%
P.F. Chang’s NA / NA / NA 7,226 1.4% 8/31/2019 $30.25 2.1% $520 7.4%
Victoria’s Secret Ba1 / BB+ / BB+ 6,650 1.3% 1/31/2024 $32.00 2.1% $457 10.8%
Hollister Co. NA / BB- / NA 6,500 1.2% 1/31/2019 $19.01 1.2% $197 20.2%

(1)Based on the underwritten rent roll.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)Most Recent Sales PSF and Occupancy Cost are based on actual reported sales or estimates, in each case provided by the sponsor, is as of May 31, 2016.

(4)Versona Accessories has the right to terminate its lease if its adjusted gross sales (as defined in the lease) do not exceed $2,000,000 during the sixth lease year (November 15, 2017 through October 31, 2018), with 90 days’ notice and the payment of a termination fee of $400,000.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

                       
Lease Rollover Schedule(1)(2)
Year Number
of
Leases Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring
% of
Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
Vacant NAP 40,586 7.7 % NAP NAP   40,586 7.7% NAP NAP
2016 & MTM   0 0 0.0   $0 0.0 % 40,586 7.7% $0 0.0%
2017 16 39,341 7.4   1,351,489 13.2   79,927 15.1% $1,351,489 13.2%
2018 20 53,338 10.1   2,005,413 19.6   133,265 25.2% $3,356,902 32.7%
2019  9 43,194 8.2   1,129,771 11.0   176,459 33.4% $4,486,673 43.8%
2020  7 209,357 39.6   597,990 5.8   385,816 73.0% $5,084,662 49.6%
2021 11 37,029 7.0   1,262,400 12.3   422,845 80.0% $6,347,062 61.9%
2022   7 15,094 2.9   596,969 5.8   437,939 82.9% $6,944,031 67.7%
2023 12 30,227 5.7   1,302,947 12.7   468,166 88.6% $8,246,978 80.4%
2024  6 25,573 4.8   693,134 6.8   493,739 93.5% $8,940,113 87.2%
2025  4 9,859 1.9   385,640 3.8   503,598 95.3% $9,325,753 91.0%
2026  4 12,903 2.4   366,835 3.6   516,501 97.8% $9,692,587 94.6%
2027 & Beyond(3)  3 11,733 2.2   558,586 5.4   528,234 100.0% $10,251,173 100.0%
Total 99 528,234 100.0 % $10,251,173 100.0 %        

(1)Based on the underwritten rent roll.

(2)Lease Rollover Schedule is not inclusive of the square footage associated with Dillard’s, which is tenant-owned with no attributable base rent.

(3)2027 & Beyond includes an antenna tenant with one square foot of space, but no underwritten rent. The rent is captured in Underwritten Other Rental Storage.

 

Operating History and Underwritten Net Cash Flow
  2013 2014 2015 TTM(1) Underwritten Per Square
Foot
%(2)
Rents in Place(3)(4) $9,014,699 $9,526,994 $9,509,298 $9,872,123 $10,251,173 $19.41 54.9%
Vacant Income 0 0 0 0 1,369,226 2.59 7.3
Gross Potential Rent $9,014,699 $9,526,994 $9,509,298 $9,872,123 $11,620,399 $22.00 62.3%
Total Reimbursements 4,478,719 5,024,877 4,992,364 5,111,040 5,307,583 10.05 28.4
Percentage Rent 181,249 216,045 316,332 254,994 338,196 0.64 1.8
Other Rental Storage(5) 1,390,989 1,414,645 1,194,939 1,291,469 1,397,213 2.65 7.5
Net Rental Income $15,065,656 $16,182,561 $16,012,933 $16,529,626 $18,663,390 $35.33 100.0%
(Vacancy/Credit Loss) 0 0 0 0 (1,369,226)  (2.59) (7.3)
Effective Gross Income $15,065,656 $16,182,561 $16,012,933 $16,529,626 $17,294,164 $32.74 92.7%
               
Total Expenses $3,761,536 $3,902,553 $3,778,460 $3,769,744 $3,863,136 $7.31 22.3%
               
Net Operating Income $11,304,120 $12,280,008 $12,234,473 $12,759,882 $13,431,028 $25.43 77.7%
               
Total TI/LC, Capex/RR 0 0 0 0 586,095 1.11 3.4
               
Net Cash Flow $11,304,120 $12,280,008 $12,234,473 $12,759,882 $12,844,933 $24.32 74.3%
(1)TTM represents the trailing 12-month period ending on July 31, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and percent of Effective Gross Income for the remainder of fields.

(3)Underwritten Rents in Place is inclusive of $546,578 in contractual rent steps underwritten though October 2017.

(4)Non-collateral anchor tenants, Dillard’s North and Dillard’s South, have not been included in Rents in Place.

(5)Other Rental Storage includes media income and other rents, including $870,029 in underwritten base rent associated with in-line temporary tenants.

 

Property Management. The property is managed by Simon Management Associates, LLC, an affiliate of the loan sponsor.

 

Escrows and Reserves. At origination, the guarantor delivered a guaranty in the amount of $413,507 for the outstanding tenant improvements, tenant allowance and leasing commission obligations associated with Goodyear, Nails 90 & Spa, Dewey’s Pizza and Altar’d State. Since origination, such outstanding obligations have been reduced to zero and the guaranty has been returned to the borrower.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

Tax Escrows - The requirement for the borrower to make monthly deposits into the tax escrow is waived so long as (i) there is no event of default, (ii) no DSCR Trigger Event (as defined below) exists, (iii) no Macy’s Trigger Event (as defined below) exists, (iv) no Anchor Trigger Event (as defined below) exists, (v) no Occupancy Trigger Event (as defined below) exists or (vi) the borrower (a) pays all taxes prior to the assessment of any late payment penalty and the date that such taxes become delinquent or (b) provides the lender with satisfactory evidence that taxes have been paid prior to the assessment of any late payment penalty and the date that such taxes become delinquent upon request.

 

Insurance Escrows - The requirement for the borrower to make monthly deposits into the insurance escrow is waived so long as (i) no event of default exists and (ii) the borrower provides satisfactory evidence that the property is insured under an acceptable blanket policy in accordance with the loan documents.

 

Replacement Reserves - The requirement for the borrower to make monthly deposits into the replacement reserve account is waived so long as no Lockbox Event (as defined below) exists. Following the occurrence and during the continuance of a Lockbox Event, the borrower is required to deposit $8,804 per month (approximately $0.20 per square foot annually) for replacement reserves. The reserve is not subject to a cap.

 

TI/LC Reserves - The requirement for the borrower to make monthly deposits into the tenant improvements and leasing commissions reserve is waived so long as no Lockbox Event exists. Following the occurrence and during the continuance of a Lockbox Event, the borrower is required to deposit $88,039 per month ($2.00 per square foot annually) for tenant improvements and leasing commissions. The reserve is not subject to a cap.

 

Lockbox / Cash Management. The loan is structured with a CMA lockbox. The borrower was required to send tenant direction letters within 30 days of the origination date to all tenants instructing them to deposit all rents and payments into the lockbox account controlled by the lender. The funds are then swept to an account controlled by the borrower until the occurrence of a Lockbox Event (as defined below). During the continuance of a Lockbox Event, all rents will be swept to a segregated cash management account and disbursed in accordance with the loan documents. The lender has a first priority security interest in the cash management account. Upon the occurrence and during the continuance of a Lockbox Event, all funds deposited into the cash management account (with respect to a DSCR Trigger Event and/or an Occupancy Trigger Event, after payment of debt service, required reserves and budgeted operating expenses) will be held as additional security for the loan.

 

A “Lockbox Event” means (i) the occurrence of an event of default, (ii) any bankruptcy action of the borrower or any affiliated property manager (provided that the property manager is not replaced with a qualified property manager in accordance with the loan documents within 60 days), (iii) the occurrence of a DSCR Trigger Event, (iv) the occurrence of a Macy’s Trigger Event, (v) the occurrence of an Anchor Trigger Event or (vi) the occurrence of an Occupancy Trigger Event.

 

An “Anchor Trigger Event” means the period commencing on the date that two or more of Macy’s, Dillard’s North and Dillard’s South close, cease operation, go dark, vacate or abandon the space operated under the Macy’s lease and/or the reciprocal easement agreement, as applicable.

 

A “DSCR Trigger Event” means the period commencing on the date when the debt service coverage ratio (as calculated in the loan documents) based on the trailing four calendar quarters falls below 2.00x for two consecutive calendar quarters.

 

A “Macy’s Trigger Event” means the period commencing on the occurrence of the following: (i) on or prior to September 7, 2017, Macy’s, Macy’s Inc. or any of its affiliates close, cease operation, go dark, vacate or abandon its leased space and (ii) the debt service coverage ratio (as calculated in the loan documents) based on the trailing four calendar quarters falls below 3.00x.

 

An “Occupancy Trigger Event” means the period commencing on the date on which less than 70.0% of the gross leasable square footage of in-line space at the property is subject to a lease or other occupancy agreement in accordance with the loan documents.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Summit Mall

 

A Lockbox Event may be cured by (a) if caused by clause (i) above, the acceptance by the lender of a cure of such event of default (unless the lender has accelerated the Summit Mall Whole Loan or commenced foreclosure proceedings), (b) if caused by clause (ii) above, solely with respect to the property manager, the borrower replacing such manager in accordance with the loan agreement within 60 days or the dismissal or discharge of such bankruptcy action within 90 days without adverse consequences to the property or the borrower, (c) if caused by clause (iii) above, the property achieving a debt service coverage ratio (as calculated in the loan documents) of 2.00x or greater based on the trailing four calendar quarters for two consecutive calendar quarters, (d) if caused by clause (iv) above, (1) the borrower signs one or more leases with a replacement tenant(s) for the Macy’s space in accordance with the loan agreement or (2) the property achieving a debt service coverage ratio (as calculated in the loan documents) above 3.00x based on the trailing four calendar quarters, (e) if caused by clause (v) above, (1) with respect to Macy’s, the borrower signs one or more leases with replacement tenant(s) for the Macy’s space in accordance with the loan agreement, or (2) with respect to either Dillard’s North or Dillard’s South, if Dillard’s North or Dillard’s South, as applicable, or its related successor causes the applicable space to be used for retail or other permitted uses under the loan documents and (f) with respect to clause (vi) above, at least 70.0% of gross leasable square footage of in-line space is subject to a lease or other occupancy agreement in accordance with the loan documents for at least two consecutive calendar quarters (each of the foregoing, a “Lockbox Termination Event”).

 

Each Lockbox Termination Event is also subject to the following conditions: (i) no other event of default has occurred and is continuing; (ii) the borrower may not cure a Lockbox Event more than five times during the term of the Summit Mall Whole Loan; (iii) the borrower may not cure a Lockbox Event triggered by the bankruptcy or insolvency action of the borrower; and (iv) the borrower pays all of the lender’s reasonable costs and expenses incurred with curing any Lockbox Event, including reasonable attorneys’ fees and expenses.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

 (GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $44,100,000   Title(3): Fee / Leasehold
Cut-off Date Principal Balance(1): $44,100,000   Property Type - Subtype: Retail – Anchored
% of Pool by IPB: 4.4%   Net Rentable Area (SF): 560,826
Loan Purpose: Refinance   Location: Pittsburgh, PA
Borrower: North Hills Village LLC   Year Built / Renovated: 1956 / 2005
Sponsor: Ira J. Gumberg   Occupancy: 100.0%
Interest Rate(2): 4.32848%   Occupancy Date: 10/31/2016
Note Date: 11/4/2016   Number of Tenants: 21
Maturity Date: 12/1/2021   2013 NOI: $4,636,721
Interest-only Period: None   2014 NOI: $4,928,405
Original Term: 60 months   2015 NOI: $4,774,862
Original Amortization: 360 months   TTM NOI (as of 7/2016): $4,731,676
Amortization Type: Balloon   UW Economic Occupancy: 95.4%
Call Protection: L(25),Grtr1%orYM(32),O(3)   UW Revenues: $6,558,084
Lockbox: Hard   UW Expenses: $2,085,761
Additional Debt(1): Yes   UW NOI: $4,472,323
Additional Debt Balance(1): $9,500,000   UW NCF: $4,104,882
Additional Debt Type(1): B-Note   Appraised Value / Per SF: $67,500,000 / $120
      Appraisal Date: 8/1/2016
         

 

Escrows and Reserves(4)   Financial Information(1)
  Initial Monthly Initial Cap     A-Note   Whole Loan
Taxes: $350,579 $129,854 N/A   Cut-off Date Loan / SF: $79   $96
Insurance: $33,166 $4,738 N/A   Maturity Date Loan / SF: $73   $89
Replacement Reserves: $0 $7,010 N/A   Cut-off Date LTV: 65.3%   79.4%
TI/LC: $2,600,000 Springing N/A   Maturity Date LTV: 60.6%   73.6%
Other: $1,293,997 Springing N/A   UW NCF DSCR(5): 1.64x   1.14x
          UW NOI Debt Yield: 10.1%   8.3%
               
               
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
A-Note(1) $44,100,000 82.3%   Payoff Existing Debt $39,979,814 74.6%
B-Note(1) 9,500,000  17.7        Return of Equity 8,544,673 15.9
        Upfront Reserves 4,277,742 8.0
        Closing Costs 797,771 1.5
Total Sources $53,600,000 100.0%   Total Uses $53,600,000 100.0%

(1)The North Hills Village loan is part of a whole loan evidenced by an A-Note (as defined below) with an outstanding principal balance as of the Cut-off Date of $44.1 million and a Subordinate Companion Loan (as defined below) with an outstanding principal balance as of the Cut-off Date of $9.5 million. The Whole Loan Financial Information presented in the chart above reflects the $53.6 million aggregate Cut-off Date balance of the A-Note and the Subordinate Companion Loan evidencing the North Hills Village Whole Loan as defined in “The Loan” below.

(2)The Interest Rate reflects the interest rate on the A-Note and is 4.32847619047619%. The interest rate for the Subordinate Companion Loan is 10.25000% per annum.

(3)The entire property is subject to a ground lease between the borrower, as the ground lessee, and an affiliate of the borrower, as the ground lessor. The affiliate of the borrower joined the mortgage and pledged its fee interest in the property as collateral for the loan. In addition, a portion of the property consisting of the spaces leased by Staples and Duro Cleaners is subject to a prime ground lease between the affiliated fee owner and the prime ground lessor.

(4)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

(5)The UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the mortgage loan following the Cut-off Date based on a pro rata allocation between the A-Note and Subordinate Companion Loan of principal payable on the North Hills Village Whole Loan.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

The Loan. The North Hills Village loan is secured by a first mortgage lien on the fee and leasehold interest in a 560,826 square foot grocery anchored power retail center located in Pittsburgh, Pennsylvania. The whole loan has an outstanding principal balance as of the Cut-off Date of $53.6 million (the “North Hills Village Whole Loan”) and is comprised of a senior note, with an outstanding principal balance as of the Cut-off Date of $44.1 million (the “North Hills Village A-Note” or “A-Note”) and a subordinate B-Note with an outstanding principal balance as of the Cut-off Date of $9.5 million (the “North Hills Village Subordinate Companion Loan” or “Subordinate Companion Loan”), each as described below. The North Hills Village A-Note is being contributed to the JPMCC 2016-JP4 Trust. The North Hills Village Subordinate Companion Loan is currently held by JPMCB, but may be sold to a third party investor in the future. Under the related intercreditor agreement, prior to a control appraisal period with respect to the North Hills Village Subordinate Companion Loan, under certain circumstances, the holder of the North Hills Village Subordinate Companion Loan will have the right to approve certain major decisions with respect to the North Hills Village Whole Loan, to exercise certain cure and to replace the related special servicer with or without cause. In addition, the holder of the North Hills Village Subordinate Companion Loan has the right to purchase the North Hills Village A-Note after the occurrence and during the continuance of an event of default under the Whole Loan documents. After a control appraisal period occurs with respect to the North Hills Village Subordinate Companion Loan, the holder of the North Hills Village A-Note, will be entitled to exercise the rights of the controlling noteholder for the North Hills Village Whole Loan. The North Hills Village Whole Loan has a five-year term and will amortize using the sum of principal payments over the first 12 payments allocable to the mortgage loan following the Cut-off Date based on a pro rata allocation between the A-Note and Subordinate Companion Loan of principal payable on the related North Hills Village Whole Loan.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder   Controlling Piece
A $44,100,000 $44,100,000   JPMCC 2016-JP4   No
B 9,500,000 9,500,000   JPMCB   Yes
Total $53,600,000 $53,600,000        

 

The Borrower. The borrowing entity for the North Hills Village Whole Loan is North Hills Village LLC, a Delaware limited liability company and special purpose entity.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Ira J. Gumberg, who is a principal in the J.J. Gumberg Company (“Gumberg”), and has owned North Hills Village since 1987. Gumberg is a Pittsburgh-based commercial real estate firm primarily focused on retail development, acquisition, leasing and management. Gumberg launched its retail property division in 1977 and has served as the manager for more than 22.0 million square feet of institutional quality retail property. Additionally, Gumberg has been involved in the acquisition, development, or redevelopment of approximately 14.0 million square feet of retail space. The guarantor is not a party to the environmental indemnity, but Gumberg executed the indemnity in addition to the borrower, and the borrower was required to purchase an environmental insurance policy. Please see “Environmental Remediation Reserve” below for additional information.

 

The Property. The North Hills Village property is a 560,826 square foot, grocery anchored power center located in Pittsburgh, Pennsylvania, which is approximately seven miles north of the Pittsburgh central business district (“CBD”). The North Hills Village property has maintained an average occupancy of 98.4% since 2007 and was 100.0% occupied as of October 31, 2016. Major retailers and department stores at the property include Target, Burlington Coat Factory, Kuhns, Kohl’s, Best Buy, Michaels, Petco and Staples, among others. 50.8% of the property’s net rentable area is occupied by investment grade tenants and 86.0% of the property’s net rentable area is occupied by national tenants. The North Hills Village property was constructed in 1956 and has been expanded several times with the most recent renovation occurring in 2005. The property provides approximately 2,338 parking spaces, resulting in a parking ratio of 4.17 spaces per 1,000 square feet of net rentable area. The weighted average occupancy cost for tenants that reported sales was 11.0% as of October 31, 2016.

 

The property benefits from its highly visible location on McKnight Road, a major north-south thoroughfare that provides access to Interstate 279. National tenants occupying space along McKnight Road include Home Depot, Marshalls, Lowe’s and Dick’s Sporting Goods. In addition, Ross Park Mall, owned by Simon Property Group and anchored by Nordstrom, is located less than 1.5 miles north of the property. The property’s primary trade area has an estimated population of 72,545 residents with an average household income of $82,210 within a three-mile radius.

 

With a population of approximately 2.4 million, the Pittsburgh metropolitan statistical area (“MSA”), is the 26th largest metro-area in the United States and second largest in Pennsylvania after Philadelphia. The Pittsburgh MSA is home to six Fortune 500 companies including U.S. Steel Corp., PNC Financial Services Inc. and H.J. Heinz Co. The Pittsburgh MSA has continued to shift from a manufacturing based economy to one which is centered on technology, world renowned healthcare and finance. The area is further bolstered by the presence of Carnegie Mellon University, the University of Pittsburgh and Duquesne University, which provide the market an educated workforce.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

The property is located in the North Pittsburgh submarket, which has a vacancy rate of 1.9%, net absorption of 61,601 square feet and an average rental rate of $16.90 per square foot on a triple net basis. The appraisal determined a stabilized vacancy rate of 4.4% for the North Hills Village property. According to the appraisal, there are four retail centers located between two and five miles away, which are summarized in the chart below.

 

Competitive Set Summary(1)
Property Est. Occ. Proximity Anchor Tenants
McIntyre Square Shopping Center 99.1% 1.9 miles   Giant Eagle, Kmart, OfficeMax
Pine Creek Plaza 92.2% 5.0 miles Target, Giant Eagle
McCandless Crossing 97.0% 3.3 miles Lowe’s, Dick’s Sporting Goods, Old Navy, HomeGoods, Trader Joe’s
West View Park Shopping Center 94.7% 2.0 miles Giant Eagle, Kmart, Dollar Tree

(1)   Based on the appraisal.

 

Historical and Current Occupancy(1)
2013 2014 2015 Current(2)
99.1% 99.0% 99.6% 100.0%
(1)Historical Occupancies are as of December 31 of each respective year and exclude temporary tenants.

(2)Current Occupancy is as of October 31, 2016.

 

Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of Total
NRA
Base Rent
PSF
Sales PSF(3) Occupancy
Costs
(3)
Lease
Expiration
Date
Target A2 / A / A- 127,466 22.7%   $3.19 NAV N/A 1/31/2027
Burlington Coat Factory(4) NA / BB- / NA 110,000 19.6%   $4.91 $51.50 11.0% 5/31/2020
Kohl’s Baa2 / BBB / BBB 93,000 16.6%   $11.50 NAV N/A 2/2/2019
Kuhns NA / NA / NA 53,000 9.5% $10.00 NAV  N/A 4/30/2019
Best Buy Baa1 / BBB- / BBB- 46,855 8.4% $15.25 NAV N/A 1/31/2019
Michaels NA / B+ / NA 20,860 3.7% $13.14 $145.62 11.2% 6/30/2024
Petco NA / B / NA 19,200 3.4% $17.34 $210.57 9.8% 1/31/2026
Staples Baa2 / BBB- / BB+ 17,441 3.1% $13.30 NAV  N/A 12/31/2022
Tuesday Morning(5) NA / NA / NA 13,000 2.3% $12.50 NAV N/A 2/28/2027
TJ’s Buffet Sushi & Grill(6) NA / NA / NA 10,000 1.8% $12.60 NAV N/A 1/31/2027
(1)Based on the underwritten rent roll.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field, whether or not the parent company guarantees the lease.

(3)Sales PSF and Occupancy Costs represent sales for the 12-month period ending October 31, 2016 for all tenants.

(4)Burlington Coat Factory has the right to terminate its lease at any time, with one year’s notice and a guaranty from Burlington Coat Factory Warehouse Corporation for one year’s base rent, percentage rent and the tenant’s share of operating expenses and taxes.

(5)Tuesday Morning has a one-time right to terminate its lease at any time within a 30-day period after the expiration of the fifth lease year, if its gross sales do not exceed $1.8 million during such year, with notice on or prior to the expiration of such 30-day period. The lease commencement date is expected to be the earlier of (i) the date on which the tenant opens for business and (ii) March 4, 2017.
(6)TJ’s Buffet Sushi & Grill has a one-time right to terminate its lease if its gross sales do not reach or exceed $1.2 million during the third lease year, provided the tenant gives notice to terminate within 90 days following the expiration of the third lease year, such termination to be effective 90 days after the landlord’s receipt of tenant’s notice to terminate. The lease commencement date is expected to be the earlier of (i) the date on which the tenant opens for business and (ii) February 23, 2017.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

Lease Rollover Schedule(1)

Year
Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring % of Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring Cumulative % of Base Rent Expiring
Vacant NAP 0 0.0% NAP NAP 0 0.0% NAP NAP
2016 & MTM 0 0 0.0 $0 0.0% 0 0.0% $0 0.0%
2017 2 5,058 0.9 69,993 1.3 5,058 0.9% $69,993 1.3%
2018 1 1,769 0.3 58,377 1.1 6,827 1.2% $128,370 2.4%
2019 3 192,855 34.4 2,314,039 43.2 199,682 35.6% $2,442,409 45.6%
2020 3 122,389 21.8 780,117 14.6 322,071 57.4% $3,222,526 60.2%
2021 2 13,500 2.4 230,500 4.3 335,571 59.8% $3,453,026 64.5%
2022 2 20,641 3.7 317,437 5.9 356,212 63.5% $3,770,463 70.4%
2023 2 11,633 2.1 201,543 3.8 367,845 65.6% $3,972,006 74.2%
2024 1 20,860 3.7 274,100 5.1 388,705 69.3% $4,246,106 79.3%
2025 0 0 0.0 0 0.0 388,705 69.3% $4,246,106 79.3%
2026 2 21,655 3.9 410,261 7.7 410,360 73.2% $4,656,367 87.0%
2027 & Beyond 3 150,466 26.8 695,626 13.0 560,826 100.0% $5,351,993 100.0%
Total 21 560,826 100.0% $5,351,993 100.0%        
(1)Based on the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow
  2013 2014 2015 TTM(1) Underwritten Per Square
Foot
 %(2)
Rents in Place $5,245,547 $5,324,034 $5,289,989 $5,259,384 $5,351,993 $9.54  78.1%
Vacant Income 0 0 0 0 0 0.00 0.0%
Gross Potential Rent $5,245,547 $5,324,034 $5,289,989 $5,259,384 $5,351,993 $9.54 78.1%
Total Reimbursements 1,374,321 1,607,081 1,524,984 1,526,472 1,486,894 2.65 21.7%
Percentage Rent 25,540 25,249 22,710 17,186 17,186 0.03     0.3
Net Rental Income $6,645,408 $6,956,364 $6,837,683 $6,803,042 $6,856,073 $12.22 100.0%
(Vacancy/Credit Loss) 0 0 0 0 (316,727) (0.56) (4.6)=
Other Income 28,463 34,715 51,085 18,737 18,737 0.03 0.3%
Effective Gross Income $6,673,871 $6,991,079 $6,888,768 $6,821,779 $6,558,084 $11.69 95.7%
               
Total Expenses(3) $2,037,150 $2,062,674 $2,113,906 $2,090,103 $2,085,761 $3.72 31.8%
               
Net Operating Income $4,636,721 $4,928,405 $4,774,862 $4,731,676 $4,472,323 $7.97 68.2%
               
Total TI/LC, Capex/RR 0 0 0 0 367,441 0.66 5.6%
Net Cash Flow $4,636,721 $4,928,405 $4,774,862 $4,731,676 $4,104,882 $7.32 62.6%
(1)The TTM column represents the trailing 12 months ending July 31, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and percent of Effective Gross Income for the remainder of fields.

(3)Total Expenses were underwritten to TTM financials with the exception of CAM which was underwritten to the loan sponsor’s proforma.

 

Property Management. The property is managed by J.J. Gumberg Co., a Delaware corporation and an affiliate of the borrower.

 

Escrows and Reserves. At origination, the borrower deposited $2,600,000 for tenant improvements and leasing commissions, $802,000 for an environmental reserve (which is comprised of a $750,000 reserve for any remediation required by the Phase II environmental assessment and a $52,000 reserve to acquire tail coverage under the environmental insurance policy. See “Environmental Remediation Reserve” below), $372,000 for outstanding tenant improvements and leasing commissions, $350,579 for real estate taxes, $71,997 for free rent, $48,000 for total ground rent for a period of 10 years from the origination date and $33,166 for insurance.

 

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to approximately $129,854.

 

Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance premiums, which currently equates to approximately $4,738.

 

Replacement Reserves - On a monthly basis, the borrower is required to escrow approximately $7,010 (approximately $0.15 per square foot annually) for replacement reserves. The reserve is not subject to a cap.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
North Hills Village

 

TI/LC Reserves - If the balance of the TI/LC reserve fund is less than $1,000,000, on a monthly basis, the borrower is required to escrow approximately $30,378 for tenant improvements and leasing commissions. The borrower is also required to deposit into the reserve (i) any fees payable in connection with a termination of a tenant’s lease and (ii) during the continuance of a Tenant Trigger Event (as defined below), all excess cash flow after debt service, required reserves and operating expenses.

 

Ground Lease Reserve - If at any time the amount on deposit in the lease reserve fund is not sufficient to pay the ground rent as determined by lender for a period of ten years from the origination date, the borrower will be required to deposit an amount necessary to pay such ground rent over a period of 10 years from the origination date.

 

Lockbox / Cash Management. The North Hills Village loan is structured with a hard lockbox. The borrower was required to deliver tenant direction letters instructing all tenants to deposit all revenues directly into a lockbox account controlled by the lender. All funds in the lockbox account are swept each business day to a cash management account under the control of the lender and disbursed in accordance with the loan documents. Except as described in “TI/LC Reserves” above, during the existence of a Cash Sweep Event, all excess cash flow on deposit in the cash management account after payment of debt service, required reserves and operating expenses will be held in the excess cash flow subaccount. The lender has a first priority security interest in the cash management account.

 

A “Cash Sweep Event” means the occurrence of the following: (i) an event of default, (ii) any bankruptcy or insolvency action of the borrower or property manager, (iii) the date that the debt service coverage ratio, as calculated in the loan documents based on the trailing three months, falls below 1.05x or (iv) a Tenant Trigger Event (as defined below).

 

A “Tenant Trigger Event” means the occurrence of the following: (i) any failure to renew the Burlington Coat Factory lease in accordance with the loan documents, on or before the date that is the earlier of six months prior to the expiration date of the lease or the earliest date on which Burlington Coat Factory is permitted to renew its lease, (ii) Burlington Coat Factory terminates its lease, “goes dark”, vacates the property or notifies the borrower of its intent to terminate its lease, (iii) any failure to renew the Kohl’s lease in accordance with the loan documents on or before the notice period required for renewal by the lease, (iv) Kohl’s “goes dark”, vacates or abandons its premises at the property, (v) the failure to renew the Kuhns lease in accordance with the loan documents, on or before the date that is the earlier of six months prior to the expiration date of the lease or the earliest date on which Kuhns is permitted to renew its lease or (vi) Kuhns terminates its lease, “goes dark”, vacates or abandons the property or notifies the borrower of its intent to terminate its lease.

 

Ground Lease. The North Hills Village property is subject to a ground lease with an affiliate of the borrower. The ground lease is dated November 4, 2016 and expires September 30, 2046 with no renewal options. The affiliated fee owner has joined in the mortgage to pledge its fee interest to the property. All ground rent has been prepaid through the expiration of the initial term of the ground lease in 2046. A portion of the property consisting of the Staples and Duro Cleaners spaces is subject to a prime ground lease. The prime ground lease expires on July 31, 2061 and rent is $4,800 annually.

 

Environmental Remediation Reserve. The borrower deposited $750,000 at origination for potential environmental remediation in connection with the existence of one current and two former dry cleaners at the property as identified by the Phase I environmental report. In accordance with the loan documents, the borrower is required to obtain a Phase II environmental report for the property and diligently pursue any environmental remediation work as recommended by the Phase II environmental report. If, at any time, the environmental remediation reserve account is less than 125% of the estimated costs for remediation in accordance with the Phase II environmental report, the borrower will be required to deposit additional amounts in order to bring the balance of the environmental remediation reserve to at least 125% of the estimated costs for remediation in accordance with the Phase II environmental report. At origination, the borrower purchased an environmental insurance policy, which expires on November 4, 2021. The policy has individual and aggregate limits of $5,000,000, with a deductible of $50,000. The borrower was also required to reserve $52,000 at origination to purchase tail coverage under the environmental insurance policy to permit the borrower to make claims under the policy for an additional three years beyond the current expiration date of the policy.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hotel Palomar San Diego

 

 (GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hotel Palomar San Diego

 

 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hotel Palomar San Diego

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance: $38,000,000   Title: Fee
Cut-off Date Principal Balance: $38,000,000   Property Type - Subtype: Hotel - Full Service
% of Pool by IPB: 3.8%   Net Rentable Area (Rooms): 211
Loan Purpose: Refinance   Location: San Diego, CA
Borrower: KHP II San Diego Hotel LLC   Year Built / Renovated: 2009 / N/A
Sponsor: KHP Fund II, L.P.   Occupancy / ADR / RevPAR: 79.7% / $212.60 / $169.54
Interest Rate: 4.55500%   Occupancy / ADR / RevPAR Date: 9/30/2016
Note Date: 11/1/2016   Number of Tenants: N/A
Maturity Date: 11/1/2021   2013 NOI(1): $1,708,507
Interest-only Period: 60 months   2014 NOI(1)(2): $2,453,712
Original Term: 60 months   2015 NOI(3): $3,255,022
Original Amortization: None   TTM NOI (as of 9/2016)(2): $4,686,615
Amortization Type: Interest Only   UW Occupancy / ADR / RevPAR: 79.7% / $212.60 / $169.54
Call Protection: L(25),Grtr1%orYM(23),O(12)   UW Revenues: $18,242,594
Lockbox: CMA   UW Expenses: $13,758,957
Additional Debt: N/A   UW NOI: $4,483,638
Additional Debt Balance: N/A   UW NCF: $4,483,638
Additional Debt Type: N/A   Appraised Value / Per Room(4): $80,100,000 / $379,621
      Appraisal Date: 11/1/2017
         

 

Escrows and Reserves(5)   Financial Information
  Initial Monthly Initial Cap     Cut-off Date Loan / Room:   $180,095
Taxes: $0 Springing N/A     Maturity Date Loan / Room:   $180,095
Insurance: $0 Springing N/A     Cut-off Date LTV(4):   47.4%
FF&E $0 4% of Gross Revenues N/A     Maturity Date LTV(4):   47.4%
TI/LC: $0 $0 N/A     UW NCF DSCR:   2.55x
Other: $1,641,974 Springing N/A     UW NOI Debt Yield:   11.8%
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $38,000,000 100.0%   Payoff Existing Debt $31,974,225 84.1%
        Return of Equity 3,843,839 10.1   
        Upfront Reserves 1,641,974 4.3   
        Closing Costs 539,962 1.4   
Total Sources $38,000,000 100.0%   Total Uses $38,000,000 100.0%
(1)The increase in 2014 NOI from 2013 NOI is primarily due to operational improvements implemented by Kimpton upon acquisition of the property out of bankruptcy in 2011.
(2)The increase in TTM NOI from 2014 NOI is primarily due to the conversion of 22 condominium units into 50 additional guestrooms which were completed during 2015. The 22 condominium units were previously sold as suites and the conversion resulted in a net increase of 28 rooms to the current total of 211 rooms.
(3)The 2015 NOI includes approximately $933,000 of business interruption insurance proceeds which were received as a result of a water sprinkler break during the conversion of the aforementioned condominium units. The water sprinkler break caused approximately 50 rooms to be taken offline during the four months from January 2015 to April 2015. In addition to these 50 rooms, 82 additional rooms (resulting in a total of 132 rooms) were temporarily taken offline in January 2015 due to water damage in the hallways.
(4)The Appraised Value / Per Room, Cut-off Date LTV and Maturity Date LTV are calculated based on the “when complete” hypothetical appraised value, which assumes that the proposed renovations to the property related to the repositioning of the Saltbox Dining & Drinking restaurant have been completed as of November 1, 2017. At origination, the borrower was required to reserve the full estimated cost of the restaurant conversion, which is estimated by the loan sponsor to be approximately $1.6 million. The “as-is” value as of October 4, 2016 is $76.7 million, which results in both a Cut-off Date LTV and a Maturity Date LTV of 49.5%.
(5)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

The Loan. The Hotel Palomar San Diego loan has an outstanding principal balance as of the Cut-off Date of $38.0 million and is secured by a first mortgage lien on the borrower’s fee interest in the 211-room Hotel Palomar San Diego, a full service hotel located in downtown San Diego, California, and an adjacent three-story retail and entertainment building totaling 31,300 square feet. The loan has a five-year term and will be interest-only for the entire term.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hotel Palomar San Diego

 

The Borrower. The borrowing entity for the Hotel Palomar San Diego loan is KHP II San Diego Hotel LLC, a Delaware limited liability company and special purpose entity.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is KHP Fund II, L.P., a California limited partnership (“Fund ll”). Fund II is a real estate investment fund founded in 2006 and formerly an affiliate of Kimpton Hotel & Restaurant Group, Inc. (“Kimpton”). Fund II is managed by KHP Capital Partners. Kimpton was founded in 1981 and is headquartered in San Francisco, California. Kimpton currently owns or operates 64 boutique hotels in 33 cities, which includes notable brands such as Hotel Palomar and Hotel Monaco. In December 2014, Kimpton was acquired by InterContinental Hotels Group for $430.0 million. As part of the acquisition by InterContinental Hotels Group, certain former executives of Kimpton were able to retain ownership and control over Fund II and its assets. KHP’s portfolio of real estate assets currently includes six hotels totaling 1,161 rooms with an aggregate market value of approximately $384.3 million as of October 2016. The KHP Capital Partners team has overseen five discretionary private equity funds focused on the boutique and independent lodging sectors, totaling over $800 million of equity capital. These funds have been invested or committed to over 40 projects representing over $2 billion in total asset value.

 

The loan sponsor purchased the property out of bankruptcy in May 2011 for approximately $49.0 million and, according to the loan sponsor, has since invested over $13.4 million for a total cost basis of approximately $62.4 million. The hotel was originally developed as a 183-room hotel and included 22 residential condominium units that were intended for sale. The previous owner was unsuccessful in securing the required permits for residential use and, after the sale of the asset to KHP, the 22 condominium units, which were previously sold as suites, were converted to 50 additional guestrooms in 2015 resulting in a net increase of 28 rooms to the current total of 211 rooms. The loan sponsor invested approximately $4.8 million ($172,050 per converted guestroom) to complete the conversion of the 22 condominium units into additional guestrooms. Additional recent renovations include an approximately $1.4 million upgrade to the façade that was completed in 2015. The loan sponsor is currently repositioning the ground floor Saltbox Dining & Drinking restaurant into an upscale restaurant to be called Curradero, which is expected to contain a private dining room and entertainment area. The renovations are expected to be completed in February 2017 and are expected to cost approximately $1.6 million.

 

The Property. The Hotel Palomar San Diego property is a 20-story, 211-room, full service hotel located in San Diego, California. The hotel was originally developed in 2009 and is situated on an approximately 0.58-acre parcel. The Hotel Palomar San Diego property features two food and beverage venues, Saltbox Dining & Drinking on the ground floor and SummerSalt Pooldeck & Lounge on the roof. Saltbox Dining & Drinking is a 234-seat restaurant offering traditional American dishes and cocktails. The restaurant is currently undergoing an approximately $1.6 million renovation to convert it to an upscale Mexican restaurant, which is expected to be completed in February 2017. The SummerSalt Pooldeck & Lounge is a 366-seat rooftop lounge offering cocktails, drinks and appetizers and is located on the fourth floor pool deck. Additionally, the hotel offers approximately 7,817 square feet of meeting space across nine separate rooms, including an approximately 3,025 square foot ballroom. Additional amenities at the property include a rooftop swimming pool, high-speed internet access, a business center, a fitness center, a full service spa, 24-hour in-room dining and same-day laundry and dry-cleaning services. While the hotel does not contain on-site parking, overnight and hourly valet parking is available to hotel guests in nearby garages through parking agreements with a third party. Additionally, the property features an adjacent three-story retail and entertainment building totaling 31,300 square feet that will serve as additional collateral for the mortgage loan. The adjacent property is currently 100% leased to House of Blues, a live music venue, through May 2020. The lease contains three remaining five-year renewal options.

 

The property has 211 rooms, including 83 standard rooms, 69 premium rooms, 22 double-double rooms, 18 studio-suite rooms, 17 suites and two penthouse suites. All guestrooms feature high-speed internet access, a refrigerated minibar, 36-inch high definition television, coffee maker and hardwood floors. Guestroom suites feature a larger living space and additional amenities including a balcony, separate bedroom, a kitchenette or a separate dining room.

 

The Hotel Palomar San Diego property is located along Fifth Avenue near the intersection of Fifth Avenue and Broadway and access to the property is provided via Fifth Avenue. The property benefits from its proximity to Cabrillo Freeway, located approximately 0.7 miles from the property, which provides both regional access and direct access to Interstate 5. Interstate 5 provides regional access to surrounding cities, including Los Angeles, which is located approximately 120 miles north of the property. Additionally, the property is located approximately two miles southeast of San Diego International Airport and one block south of the Fifth Avenue metro rail station. The property benefits from its location at the southern edge of San Diego’s Civic Core neighborhood. According to the appraisal, the Civic Core neighborhood is undergoing approximately $6.4 billion in development that includes approximately 8,000 apartment units, 1,100 condominium units, 650,000 square feet of office space and 2.6 million square feet of retail space. A recently completed project includes the $17 million redevelopment of Horton Plaza Park, a 1.9-acre park and amphitheater located across the street from the property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hotel Palomar San Diego

 

The property also benefits from its proximity to several local demand drivers, including the Gaslamp Quarter, San Diego Convention Center, San Diego Zoo, San Diego Sea World, Seaport Village, a waterfront shopping and dining complex adjacent the San Diego Bay, and Petco Park, home of the San Diego Padres Major League Baseball team. The property is located one block north of San Diego’s historic Gaslamp Quarter, which is listed on the National Register of Historic Places. The neighborhood is home to several notable entertainment, dining and nightlife venues as well as numerous scheduled events and festivals throughout the year. Additionally, the San Diego Convention Center is located approximately 0.7 miles south of the property and contains 2.6 million gross square feet. A $520 million expansion project to the convention center is currently proposed, but is not projected to be completed until 2020 at the earliest if it is approved.

 

According to the appraisal, the estimated population within a one-, three- and five-mile radius is 45,183, 183,859 and 482,316, respectively. The median income within a one-, three- and five-mile radius is $53,532, $55,576 and $50,903, respectively. The appraisal identified two properties that are currently under construction, Pendry San Diego and Moxy Hotel, and two properties that are approved for construction, AC Hotel and Carte Hotel & Suites Downtown San Diego, that are expected to compete directly with the Hotel Palomar San Diego property. In total, the hotels are expected to deliver 829 rooms and are expected to be completed between November 2016 and August 2018.

 

Historical Occupancy, ADR, RevPAR(1)
  Competitive Set(2) Hotel Palomar San Diego(3) Penetration Factor(4)
 Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2013 77.7% $180.22 $139.97 79.6% $184.58 $146.90 102.4% 102.4% 104.9%
2014 79.0% $189.48 $149.65 79.1% $186.34 $147.34 100.1% 98.3% 98.5%
2015 77.8% $207.12 $161.22 68.8% $203.68 $140.11 88.4% 98.3% 86.9%
TTM(5) 77.7% $206.43 $160.48 79.7% $212.60 $169.54 102.6% 103.0% 105.6%
(1)The minor variances between the underwriting, appraisal and above table with respect to Occupancy, ADR and RevPAR at the Hotel Palomar San Diego property are attributable to variances in reporting methodologies and/or timing differences.
(2)Data provided by STR, Inc. The competitive set contains the following properties: Westgate Hotel, Luxury Collection, The US Grant San Diego, Renaissance San Diego Downtown, Hotel Solamar, Andaz San Diego and Hotel Indigo San Diego Gaslamp Quarter.
(3)Based on operating statements provided by the borrower.
(4)Penetration Factor is calculated based on data provided by STR, Inc. for the competitive set and borrower-provided operating statements for the property.
(5)TTM represents the trailing 12-month period ending on September 30, 2016.

 

Competitive Hotels Profile(1)
        2015 Estimated Market Mix 2015 Estimated Operating Statistics
Property Rooms Year
Opened
Meeting
Space (SF)
Commercial Meeting and
Group
Leisure Occupancy ADR RevPAR
Hotel Palomar San Diego(2) 211 2009 7,817 25% 30% 45% 68.8% $203.68 $140.11
Andaz San Diego 159 2010 20,000 10% 30% 60% 77.5% $225.00 $175.00
Hotel Indigo San Diego Gaslamp Quarter 210 2009 2,040 45% 25% 30% 82.5% $195.00 $155.00
Hotel Solamar 235 2005 14,000 30% 20% 50% 82.5% $215.00 $175.00
Renaissance San Diego Downtown 258 2002 16,000 35% 25% 40% 77.5% $205.00 $165.00
Total(3) 862                
(1)Based on the appraisal.
(2)2015 Occupancy, ADR and RevPAR are based on operating statements provided by the borrower.
(3)Excludes the Hotel Palomar San Diego property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Hotel Palomar San Diego

 

Operating History and Underwritten Net Cash Flow
  2013 2014 2015 TTM(1) Underwritten Per Room(2) % of Total Revenue(3)
Occupancy 79.6% 79.1% 68.8% 79.7% 79.7%    
ADR $184.58 $186.34 $203.68 $212.60 $212.60    
RevPAR(4) $146.90 $147.34 $140.11 $169.54 $169.54    
               
Room Revenue $9,812,282 $9,841,388 $10,319,689 $13,093,060 $13,057,287 $61,883 71.6%
Food and Beverage Revenue 3,812,454 3,367,971 3,655,558 3,998,469 3,987,544 18,898 21.9   
Other Departmental Revenue 1,273,053 1,232,809 1,693,735 850,426 848,102 4,019 4.6   
Retail – House of Blues 337,784 385,649 342,735 349,661 349,661 1,657 1.9   
Total Revenue $15,235,573 $14,827,817 $16,011,717 $18,291,616 $18,242,594 $86,458 100.0%
               
Room Expense $2,706,843 $2,549,037 2,613,090 $3,004,989 $2,996,779 $14,203 23.0%
Food and Beverage Expense 3,199,706 2,653,441 3,036,878 3,083,136 3,074,712 14,572 77.1   
Other Departmental Expenses 818,097 825,387 377,985 399,141 398,050 1,886 46.9   
Departmental Expenses $6,724,646 $6,027,865 $6,027,953 $6,487,266 $6,469,541 $30,661 35.5%
               
Departmental Profit $8,510,927 $8,799,952 $9,983,764 $11,804,350 $11,773,053 $55,796 64.5%
               
Operating Expenses $4,772,958 $4,443,748 $4,745,396 $5,090,506 $5,272,704 $24,989 28.9%
Gross Operating Profit $3,737,969 $4,356,204 $5,238,368 $6,713,844 $6,500,349 $30,807 35.6%
               
Management Fees $495,156 $481,904 520,381 $594,478 $592,884 $2,810 3.3%
Property Taxes 486,394 491,697 561,023 470,624 487,439 2,310 2.7   
Property Insurance 331,991 267,863 184,128 179,779 154,841 734 0.8   
Other Expenses 106,498 67,915 77,346 51,843 51,843 246 0.3   
FF&E 609,423 593,113 640,469 730,505 729,704 3,458 4.0   
Total Other Expenses $2,029,462 $1,902,492 $1,983,346 $2,027,229 $2,016,711 $9,558 11.1%
               
Net Operating Income(5)(6)(7) $1,708,507 $2,453,712 $3,255,022 $4,686,615 $4,483,638 $21,249 24.6%
Net Cash Flow(4) $1,708,507 $2,453,712 $3,255,022 $4,686,615 $4,483,638 $21,249 24.6%
(1)TTM column represents the trailing 12-month period ending on September 30, 2016.

(2)Per Room values based on 211 guest rooms.

(3)% of Total Revenue for Room Expense, Food and Beverage Expense and Other Departmental Expenses is based on their corresponding revenue line items.

(4)Historical RevPAR for 2011 and 2012 was $102.33 and $131.54, respectively, and Net Cash Flow was approximately ($1.6 million) and $1.2 million. The loan sponsor purchased the property out of bankruptcy in May 2011 and has invested approximately $13.4 million in the property, which includes the conversion of 22 condominium units into 28 additional hotel guestrooms, resulting in a net increase of 50 guestrooms at the property.

(5)The increase in 2014 Net Operating Income from 2013 Net Operating Income is primarily due to operational improvements implemented by Kimpton upon acquisition of the property out of bankruptcy in 2011.

(6)The increase in TTM Net Operating Income from 2014 Net Operating Income is primarily due to the conversion of 22 condominium units into 50 additional guestrooms which were completed during 2015. The 22 condominium units were previously sold as suites and the conversion resulted in a net increase of 28 rooms to the current total of 211 rooms.

(7)The 2015 Net Operating Income includes approximately $933,000 of business interruption insurance proceeds which were received as a result of a water sprinkler break during the conversion of the aforementioned condominium units. The water sprinkler break caused approximately 50 rooms to be taken offline during the four months from January 2015 to April 2015. In addition to these 50 rooms, 82 additional rooms (resulting in a total of 132 rooms) were temporarily taken offline in January 2015 due to water damage in the hallways.

 

Property Management. The property is managed by Kimpton Hotel & Restaurant Group, LLC, a Delaware limited liability company.

 

Franchise Agreement. The property is not subject to a franchise agreement.

 

Escrows and Reserves. At origination, the borrower deposited into escrow $1,641,974 for reserves related to the repositioning of the Saltbox Dining & Drinking restaurant at the Hotel Palomar San Diego property.

 

Tax Escrows - The requirement for the borrower to make deposits to the tax escrow is waived so long as (i) no event of default has occurred and is continuing, (ii) the debt service coverage ratio (as calculated in the loan documents) based on the trailing 12 months of operations is equal to or greater than 1.50x and (iii) the borrower has provided satisfactory evidence that all taxes and other charges have been paid prior to the date on which such taxes or other charges would be delinquent in accordance with the loan documents.

 

Insurance Escrows - The requirement for the borrower to make deposits to the insurance escrow is waived so long as (i) no event of default has occurred and is continuing and (ii) the borrower provides satisfactory evidence that the property is insured as part of an acceptable blanket policy in accordance with the loan documents covering all or substantially all real property owned by affiliates of the borrower.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Hotel Palomar San Diego

 

FF&E Reserves - The requirement for the borrower to make deposits to the FF&E escrow is waived so long as (i) no event of default has occurred and is continuing, (ii) no Cash Sweep Event (as defined below) is existing and (iii) the borrower has provided satisfactory evidence that the property manager is reserving at least 4.0% of gross income from operations for the calendar month two months prior to such payment date in an FF&E reserve account held by the property manager and the property manager provides a monthly statement to the lender confirming the amount of such FF&E reserve. The borrower is also required to reserve an amount required for any property improvement plan required by any franchise agreement.

 

Lockbox / Cash Management. The loan is structured with a CMA lockbox. At origination, the borrower and property manager were required to deliver written instructions to credit card companies to deposit all revenues into a lockbox account controlled by the lender. All funds in the lockbox account are returned to an account controlled by the borrower until the occurrence of a Cash Sweep Event. Within three business days following the occurrence and during the continuance of a Cash Sweep Event caused solely by a DSCR Trigger Event (as defined below), all funds are required to be swept on the 24th day of each calendar month to a segregated cash management account under the control of the lender and disbursed on each payment date in accordance with the loan documents. Upon the occurrence and during the continuance of a Cash Sweep Event, other than one caused solely by a DSCR Trigger Event, all funds are required to be swept on each business day to a segregated cash management account under the control of the lender and disbursed on each payment date in accordance with the loan documents. To the extent a Cash Sweep Event (as defined below) is continuing, all excess cash flow on deposit in the cash management account will be held in the excess cash flow subaccount. The lender has a first priority security interest in the cash management account.

 

A “Cash Sweep Event” means (i) the occurrence of an event of default, (ii) the bankruptcy or insolvency action of a borrower or property manager (unless the property manager is not an affiliate of the borrower and is replaced within 30 days following the occurrence of such action) or (iii) the date that the debt service coverage ratio based on the trailing 12-month period is less than 1.25x (a “DSCR Trigger Event”).

 

Any Cash Sweep Event will end (a) with respect to clause (i), upon the acceptance by the lender of a cure of the related event of default, (b) with respect to clause (ii), if the property manager is replaced with a qualified property manager in accordance with the loan documents, (c) with respect to an involuntary bankruptcy filing against the borrower (solely to the extent the borrower, guarantor or their affiliates do not collude with, or otherwise assist or solicit or cause to be solicited petitioning creditors for any insolvency petition against the borrower), if such petition is discharged or dismissed without any adverse consequences to the loan or the property and (d) with respect to a DSCR Trigger Event, if the debt service coverage ratio is 1.25x or greater for two consecutive calendar quarters.

 

Permitted Mezzanine Debt. The loan agreement permits future mezzanine financing in connection with a permitted transfer to a third party and assumption of the loan in accordance with the loan documents secured by the ownership interests in the transferee upon satisfaction of certain terms and conditions which include, without limitation: (i) no event of default has occurred and is continuing, (ii) the combined loan-to-value ratio does not exceed 65.0%, (iii) the combined projected debt service coverage ratio, (as calculated in the loan documents) for the 12-month period following the origination of the mezzanine loan, is not less than 1.40x, (iv) the execution of an intercreditor agreement in form and substance acceptable to the lender in its sole discretion and (v) delivery of a rating agency confirmation.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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(GRAPHIC) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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 (MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Mortgage Loan Information Property Information
Mortgage Loan Seller: LCF   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $37,000,000   Title: Fee
Cut-off Date Principal Balance(1): $37,000,000   Property Type - Subtype: Manufactured Housing - Various
% of Pool by IPB: 3.7%   Net Rentable Area (Pads): 4,007
Loan Purpose: Refinance                                      Location: Various / Various
Borrowers(2): Various   Year Built / Renovated: Various / Various
Sponsor: Ross H. Partrich   Occupancy: 70.9%
Interest Rate: 4.11400%   Occupancy Date: 7/18/2016
Note Date: 9/6/2016   Number of Tenants: N/A
Maturity Date: 9/6/2026   2013 NOI: $7,767,948
Interest-only Period: 30 months   2014 NOI: $7,597,616
Original Term: 120 months   2015 NOI: $7,841,666
Original Amortization: 360 months   TTM NOI (as of 6/2016): $7,860,403
Amortization Type: IO-Balloon   UW Economic Occupancy: 69.4%
Call Protection(3): L(27),Def(89),O(4)   UW Revenues: $14,797,750
Lockbox: Springing   UW Expenses: $6,919,649
Additional Debt: Yes   UW NOI: $7,878,101
Additional Debt Balance: $59,000,000   UW NCF: $7,677,751
Additional Debt Type: Pari Passu   Appraised Value / Per Pad: $133,710,000 / $33,369
      Appraisal Date: Various
         
             
Escrows and Reserves(4)   Financial Information(1)
  Initial Monthly Initial Cap    Cut-off Date Loan / Pad: $23,958    
Taxes: $303,973 $101,324 N/A    Maturity Date Loan / Pad: $20,523    
Insurance: $0 Springing N/A    Cut-off Date LTV: 71.8%    
Replacement Reserves: $0 $16,757 $804,340    Maturity Date LTV: 61.5%    
TI/LC: $0 $0 N/A    UW NCF DSCR: 1.38x    
Other: $2,942,000 $0 N/A    UW NOI Debt Yield: 8.2%    
               
                   
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan(1) $96,000,000 100.0%   Payoff Existing Debt $73,052,958       76.1%   
        Return of Equity 17,610,622  18.3 
        Upfront Reserves 3,245,973   3.4
        Closing Costs 2,090,447   2.2
Total Sources $96,000,000 100.0%   Total Uses $96,000,000 100.0%
(1)The Redwood MHC Portfolio loan is part of a whole loan evidenced by three pari passu notes with an aggregate original principal balance of $96.0 million. The Financial Information presented in the chart above reflects the $96.0 million Cut-off Date balance of the Redwood MHC Portfolio Whole Loan as defined in “The Loan” below.
(2)For a full description of the Borrowers, please refer to “The Borrowers” below.
(3)The lockout period will be at least 27 payments beginning with and including the first payment date of October 6, 2016. Defeasance of the full $96.0 million Redwood MHC Portfolio Whole Loan is permitted at any time after the earlier to occur of (A) two years after the closing date of the final REMIC that holds any note evidencing the Redwood MHC Portfolio Whole Loan or (B) September 6, 2019.
(4)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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The Loan. The Redwood MHC Portfolio loan is secured by a first mortgage lien on the borrowers’ fee interest in a portfolio of 18 manufactured housing properties across seven states, totaling 4,007 pads. The whole loan has an outstanding principal balance as of the Cut-off Date of $96.0 million (the “Redwood MHC Portfolio Whole Loan”) and is comprised of three pari passu notes, each described below. Note A-1, with an outstanding principal balance as of the Cut-off Date of $20.6 million, is expected to be contributed to a future securitization trust and is the controlling note. The JPMCC 2016-JP4 Trust will be entitled, under certain circumstances, to be consulted with respect to certain major decisions (which rights will be exercised by the Directing Certificateholder prior to a Control Termination Event). The Redwood MHC Portfolio loan has a 10-year term and after a 30-month interest-only period, will amortize on a 30-year schedule. The previously existing debt on the 18 properties was included in the LBUBS 2006-C6 and LBUBS 2006-C7 transactions.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Note
A-1 $20,600,000   $20,600,000   LCF Yes
A-2 38,400,000   38,400,000   WFCM 2016-LC25 No
A-3 37,000,000   37,000,000   JPMCC 2016-JP4 No
Total $96,000,000   $96,000,000      

 

The Borrowers. The borrowing entities for the Redwood MHC Portfolio Whole Loan are: El Frontier Associates, LLC, Town & Country Associates, LLC, Weststar Associates, LLC, Cedar Grove Associates, LLC, Evergreen Associates, LLC, Green Acres Associates, LLC, Highland Associates, LLC, Avalon Associates, LLC, Camp Inn Associates, LLC, Winter Paradise Associates, LLC, Lexington MHC, LLC, St. Clement’s Crossing Associates, LLC, Suburban Associates, LLC, Algoma Associates, LLC, Colonial Acres Associates, LLC, Colonial Manor Associates, LLC, Twenty-Nine Pines Associates, LLC, and Hunter’s Chase MHC, LLC, each a Delaware limited liability company and single purpose entity.

 

The Loan Sponsor. The sponsor and nonrecourse carve-out guarantor is Ross H. Partrich, who is the key principal of RHP Properties (“RHP”). Mr. Partrich owns and manages a total of 224 manufactured housing communities with over 56,349 housing units and sites spanning 23 states, with a combined value of approximately $3.4 billion. RHP employs more than 900 professionals at their Farmington Hills, Michigan corporate headquarters, regional offices and on-site management properties across the country. RHP is the second largest private owner of manufactured home communities in the country.

 

Historical and Current Occupancy(1)
2013 2014 2015 Current(2)
73.3% 74.6% 73.6% 70.9%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of July 18, 2016.

 

The Portfolio. The Redwood MHC Portfolio properties consist of 15 manufactured housing community properties and three RV parks containing 4,007 pads total. The Redwood MHC Portfolio properties were built between 1935 and 1994. The Redwood MHC Portfolio properties range in size from 49 pad sites to 797 pad sites, with monthly rents ranging from $259 to $610. As of July 18, 2016, the Redwood MHC Portfolio properties were 70.9% occupied.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Portfolio Summary
Property Name Location

Total

Pads

Year 

Built 

 

Allocated

Whole
Loan Amount

% of Allocated

 Whole

 Loan Amount

Underwritten

NCF 

Appraised

Value

Camp Inn Frostproof, FL 797 1972   $15,288,000    15.9% $1,145,347 $20,800,000
Town & Country Estates Tucson, AZ 320 1971   8,946,000 9.3 860,426 13,130,000
St. Clements Crossing Lexington Park, MD 186 1968    7,947,000 8.3 613,695 11,600,000
Algoma Rockford, MI 322 1980   7,688,000 8.0 600,197 10,000,000
Suburban Estates Lexington Park, MD 132 1970   7,561,000 7.9 539,032 10,240,000
Colonial Acres Portage, MI 612 1965   7,169,500 7.5 634,967 11,070,000
Twenty Nine Pines Oakdale, MN 144 1975   6,637,000 6.9 470,458 8,310,000
Evergreen Springs Clinton, CT 102 1935   6,155,000 6.4 457,340 8,070,000
Avalon Clearwater, FL 256 1984   5,805,000 6.0 472,000 7,740,000
Lexington Lexington Park, MD 76 1980   3,359,000 3.5 259,930 4,760,000
Colonial Manor Kalamazoo, MI 195 1965   3,152,500 3.3 300,737 5,240,000
Green Acres Westbrook, CT 64 1955   3,066,000 3.2 230,024 4,070,000
Cedar Grove Clinton, CT 60 1950   2,455,000 2.6 178,878 3,070,000
Hunters Chase Lima, OH 134 1994   2,424,000 2.5 194,439 3,270,000
Highland Bluff Branford, CT 49 1950   2,293,000 2.4 173,057 3,200,000
Winter Paradise Hudson, FL 290 1972   2,287,500 2.4 187,143 3,090,000
Weststar Tucson, AZ 90 1984   1,982,500 2.1 211,834 3,290,000
El Frontier Tucson, AZ 178 1964   1,784,000 1.9 148,246 2,760,000
Total   4,007     $96,000,000 100.0% $7,677,751 $133,710,000
                   

The Redwood MHC Portfolio properties are geographically diverse, located in seven different states. The properties are located in Florida (33.5% of pads), Michigan (28.2% of pads), Arizona (14.7% of pads), Maryland (9.8% of pads), Connecticut (6.9% of pads), Minnesota (3.6% of pads), and Ohio (3.3% of pads).

 

Region Breakdown
State Number of Properties Pads % of
Pads
Allocated
Whole Loan
Amount ($)
Allocated Whole Loan Amount ($)/Pad Appraised
Value
Cut-off Date
LTV
UW NCF %
UW
NCF
Florida 3 1,343 33.5% $23,380,500 $17,409 $31,630,000   73.9% $1,804,490    23.5%
Michigan 3 1,129 28.2 18,010,000 15,952 26,310,000 68.5 1,535,901 20.0
Maryland 3 394 9.8 18,867,000 47,886 26,600,000 70.9 1,412,657 18.4
Arizona 3 588 14.7 12,712,500 21,620 19,180,000 66.3 1,220,506 15.9
Connecticut 4 275 6.9 13,969,000 50,796 18,410,000 75.9 1,039,299 13.5
Minnesota 1 144 3.6 6,637,000 46,090 8,310,000 79.9 470,458    6.1
Ohio 1 134 3.3 2,424,000 18,090 3,270,000 74.1 194,439   2.5
Total / Wtd. Avg. 18 4,007 100.0% $96,000,000 $23,958 $133,710,000    71.8% $7,677,751  100.0%
                     

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Redwood MHC Portfolio

 

Operating History and Underwritten Net Cash Flow
  2013 2014 2015 TTM(1) Underwritten Per Pad %(2)
Rents in Place $12,575,785 $12,829,506 $13,290,442 $13,390,552 $13,390,552 $3,342     69.4%
Vacant Income 0 0 0 0 5,917,724 1,477   30.6   
Gross Potential Rent $12,575,785 $12,829,506 $13,290,442 $13,390,552 $19,308,276 $4,819 100.0%
Total Reimbursements 0 0 0 0 0 0.00 0.0   
Net Rental Income $12,575,785 $12,829,506 $13,290,442 $13,390,552 $19,308,276 $4,819 100.0%
(Vacancy/Credit Loss) 0 0 0 0 (5,917,724) (1,477) (30.6)  
Other Income(3) 1,375,218 1,497,460 1,442,255 1,407,198 1,407,198 351  7.3   
Effective Gross Income $13,951,003 $14,326,966 $14,732,697 $14,797,750 $14,797,750 $3,693 76.6%
               
Total Expenses $6,183,055 $6,729,350 $6,891,031 $6,937,347 $6,919,649 $1,727 46.8%
               
Net Operating Income $7,767,948 $7,597,616 $7,841,666 $7,860,403 $7,878,101 $1,966 53.2%
               
Replacement Reserves 0 0 0 0 200,350 50 1.4   
Net Cash Flow $7,767,948 $7,597,616 $7,841,666 $7,860,403 $7,677,751 $1,916 51.9%
                             
(1)TTM column represents the trailing 12-month period ending on June 30, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remaining fields.

(3)Other Income consists of income from the RV pads as well as items such as late fees, month-to-month fees and storage income.

 

Property Management. The Redwood MHC Portfolio properties are managed by an affiliate of the sponsor.

 

Escrows and Reserves. At origination, the borrowers deposited $1,000,000 for a deferred maintenance reserve, $1,000,000 for a manufactured home setup fees reserve, $900,000 for a Michigan capital expenditures reserve, $303,973 for real estate taxes, and $42,000 for an environmental reserve ($37,500 for an environmental remediation reserve and $4,500 for radon sampling).

 

Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $101,324.

 

Insurance Escrows - The loan documents require that the borrowers make monthly deposits to the insurance reserve, which requirement is waived so long as (i) the blanket policy is acceptable to the lender and (ii) the borrowers provide the lender with satisfactory evidence of payment five days prior to the due date.

 

Replacement Reserves - On a monthly basis, the borrowers are required to escrow $16,757 (approximately $50 per pad annually) for replacement reserves. The reserve is subject to a cap of $804,340 (approximately $201 per pad).

 

Lockbox / Cash Management. The Redwood MHC Portfolio Whole Loan is structured with a springing lockbox. Upon the occurrence and during the continuance of a Sweep Event (as defined below), the Redwood MHC Portfolio Whole Loan requires the borrowers to establish a lockbox account and the borrowers or manager to deposit all rents directly into such lockbox account. During a Sweep Event, all excess cash flow after payment of all sums due and payable under the loan documents and all operating expenses will be retained by the lender as additional collateral.

 

A “Sweep Event” will commence upon any of the following: (i) the occurrence and continuance of an event of default; (ii) the amortizing debt service coverage ratio falling below 1.05x for two consecutive calendar quarters; or (iii) the borrowers defaulting under the management agreement. A Sweep Event will be cured, with regard to clause (i), upon the cure of such event of default; with regard to clause (ii), upon the debt service coverage ratio being equal to or greater than 1.15x for two consecutive calendar quarters, and with regard to clause (iii), upon the date the borrowers have entered into a replacement management agreement with a qualified manager or the date on which the applicable default has been satisfied to the lender’s satisfaction.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Partial Release. Following the lockout period, the borrowers are permitted to obtain the release of any of the Redwood MHC Portfolio properties from the lien of the related mortgage instrument in connection with a partial defeasance, subject to certain conditions including: (i) no Sweep Event has occurred and is continuing (provided, however, that if the related property to be released is the property causing the Sweep Event (and after the partial defeasance, the related cause of the Sweep Event shall no longer exist), then subject to satisfaction of all other requirements of a Sweep Event cure, such property may be released provided that if such property is causing the debt service coverage ratio to be below 1.05x for two consecutive quarters, upon satisfaction of all other partial defeasance requirements, such property may be released if the release results in a debt service coverage ratio of 1.05x or greater); (ii) partial defeasance of that portion of the Redwood MHC Portfolio Whole Loan equal to 115% of the allocated loan amount (except for the Colonial Manor and Colonial Acres mortgaged properties, for which the release price is 100% of the related allocated loan amount) for the released property; and (iii) the loan-to-value ratio with respect to the remaining Redwood MHC Portfolio properties will be no greater than the lesser of the loan-to-value ratio at origination and the loan-to-value ratio immediately prior to the release.

 

Permitted Mezzanine Debt. The loan documents permit mezzanine financing from an institutional lender subject to: (i) there being no mortgage loan event of default; (ii) a maximum combined loan-to-value ratio equal to the lesser of 75.0% and the loan-to-value ratio upon origination of the Redwood MHC Portfolio Whole Loan; (iii) a minimum combined amortizing debt service coverage ratio equal to the greater of 1.25x and the amortizing debt service coverage ratio upon origination of the Redwood MHC Portfolio Whole Loan; and (iv) the lender’s review and approval of (a) the terms and conditions of the mezzanine loan and the mezzanine loan documents and (b) the structure of the mezzanine borrower.

  

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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925 Common

 

(GRAPHIC)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
925 Common

 

(MAP)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
925 Common

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BSP   Single Asset / Portfolio: Single Asset
Original Principal Balance: $32,500,000   Title: Leasehold
Cut-off Date Principal Balance: $32,500,000   Property Type – Subtype(1): Multifamily - High Rise
% of Pool by IPB: 3.3%   Net Rentable Area (Units): 199
Loan Purpose: Refinance   Location: New Orleans, LA
Borrower: Belmont Delaware L.L.C.   Year Built / Renovated: 1952 / 2016
Sponsors: Emanuel Organek and Marc   Occupancy(1): 93.5%
  Blumberg   Occupancy Date: 11/9/2016
Interest Rate: 5.18000%   Number of Tenants(1): 2
Note Date: 11/14/2016   2013 NOI: $1,310,628
Maturity Date: 12/6/2026   2014 NOI: $1,259,270
Interest-only Period: 12 months   2015 NOI(2): $1,158,806
Original Term: 120 months   TTM NOI (as of 9/2016)(2): $1,537,873
Original Amortization: 360 months   UW Economic Occupancy: 93.3%
Amortization Type: IO-Balloon   UW Revenues: $4,308,713
Call Protection: L(24),Def(93),O(3)   UW Expenses: $1,613,998
Lockbox: Springing   UW NOI(2)(3): $2,694,714
Additional Debt: N/A   UW NCF: $2,634,534
Additional Debt Balance: N/A   Appraised Value / Per Unit: $59,100,000 / $296,985
Additional Debt Type: N/A   Appraisal Date: 9/1/2016
         

 

Escrows and Reserves(4)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $163,317    
Taxes: $225,385 $18,782 N/A   Maturity Date Loan / Unit: $138,585    
Insurance: $191,265 $21,252 N/A   Cut-off Date LTV: 55.0%    
Replacement Reserves: $0 $4,146 N/A   Maturity Date LTV: 46.7%    
TI/LC: $0 $869 N/A   UW NCF DSCR: 1.23x    
Other: $822,499 $17,675 N/A   UW NOI Debt Yield: 8.3%    
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $32,500,000 95.5%   Payoff Existing Debt $32,012,299 94.0%
Sponsor Equity 1,545,449  4.5   Upfront Reserves 1,239,149  3.6
        Closing Costs 794,000  2.3
Total Sources $34,045,449 100.0%   Total Uses $34,045,449 100.0%
(1)The property includes 10,430 square feet of ground floor retail space which is currently 80.3% leased to two tenants.

(2)The increase in NOI from 2015 to TTM to UW is primarily due to the addition of 91 new units which came online between November 2015 and January 2016. The multifamily units were leased up in the following months with occupancy increasing from 54.0% in January 2016 to the underwritten in-place occupancy of 93.5% as of November 9, 2016.

(3)The UW NOI is greater than TTM NOI as the lender underwrote rent from two retail tenants, The Rooster Club and Goldberg’s Bagel & Deli, which executed their leases in 2016. The Rooster Club has been in occupancy and paying rent since May 11, 2016. Goldberg’s Bagel & Deli is expected to take occupancy on February 1, 2017 and begin paying rent May 1, 2017.

(4)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

  

The Loan. The 925 Common loan has an outstanding principal balance as of the Cut-off Date of $32.5 million and is secured by a first mortgage lien on the borrower’s leasehold interest in a 199-unit, Class A high rise multifamily property located in New Orleans, Louisiana. In addition to 199 multifamily units, the property features 10,430 square feet of ground floor retail, a 14,457 square foot ballroom (leased to the adjacent Roosevelt New Orleans hotel) and a 300-vehicle valet garage (leased to a parking management company for valet parking to residents of the property). The 925 Common loan has a 10-year term and, subsequent to a one-year interest-only period, will amortize on a 30-year schedule. The previously existing debt was originated by PFP Holding Company III, LLC (Prime Finance) in December 2013.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
925 Common

  

The Borrower. The borrowing entity for the loan is Belmont Delaware L.L.C., a Delaware limited liability company and special purpose entity. 

 

The Loan Sponsors. The loan sponsors and nonrecourse carve-out guarantors are Emanuel Organek and Marc Blumberg. Emanuel Organek and Marc Blumberg engage in the ownership, development, management, brokerage and financing of investment real estate through their primary operating companies, Continental Realty Corporation (“CRC”) and Palmetto Partners, Inc. (“Palmetto”), and their various affiliates. In recent years the loan sponsors, through their affiliates, have acquired over 3.5 million square feet of real estate valued at more than $250 million located in 17 states nationwide, developed more than 1.0 million square feet of new projects and managed over 6.0 million square feet of properties in 23 states. Emanuel Organek is the president and founder of CRC which was established in 1982 and based in Boca Raton, Florida. Marc Blumberg is the president and founder of Palmetto, which was established in 1989 and is based in Atlanta, Georgia. 

 

The Property. The property features 199 apartment units on floors four through 15 (no 13th floor) that consist of studios, one-bedroom and two-bedroom apartments. In addition, the property has 10,430 square feet of ground floor retail/restaurant space, a rooftop infinity pool and lounge and a 300-space built-in valet parking garage, which amenities are available to the residents of the property. Of the 199 apartment units, 91 are classified as “Modern” and 108 as “Classic”. The Classic units were delivered in 2006 and have finishes that include granite countertops and ceramic tile flooring in the kitchen area. The property underwent a major renovation and expansion from October 2014 through December 2015 and the 91 Modern units were delivered between November 2015 and January 2016. The Modern units feature mahogany cabinets, quartz countertops, subway tile backsplash and marbled tile flooring in the kitchen area. In addition, the loan sponsors improved the amenity base of the property by adding a roof top pool, a sky lounge and a resident library, developing and leasing 10,430 square feet of ground floor retail, upgrading and expanding the parking garage and renovating all existing common areas. 

 

The property’s multifamily units are currently 93.5% occupied and have averaged eight net leases per month with 92 new leases added since November 2015. The average historical occupancy for the property’s Classic units (pre-renovation) was 93.6% for January through October 2015, 96.7% for 2014 and 95.5% for 2013. The property’s ground floor features three individual retail suites ranging from 1,800 square feet to 6,579 square feet. Currently, two such suites are leased and the other is vacant with a letter of intent from Walgreens. The smallest retail suite is leased for operation as a barbershop known as The Rooster Club. The largest retail suite is leased for operation as a restaurant known as Goldberg’s Bagel & Deli, which is undergoing the final planning stages prior to retrofitting the space for restaurant use. The tenant is expected to take occupancy on February 1, 2017 and begin paying rent May 1, 2017. Additional leases at the property include: (i) a lease with a parking management company for 300 spaces for valet parking service for residents and nearby neighborhood attractions, (ii) a lease to the adjacent Roosevelt New Orleans hotel for use of a ballroom and (iii) a lease to EnWave USA for a chilled water pipe that runs through the property’s parking garage. 

 

The property is located at the intersection of Common Street and Roosevelt Way in downtown New Orleans, one block south of the historic French Quarter and approximately five blocks north of the Warehouse District, with access to restaurants, bars, grocery stores, parks, schools, shopping and entertainment. The property is located within ten miles of New Orleans International Airport and is proximate to bus stops and the streetcar line on Loyola and St. Charles. 

 

The property benefits from its location at the northern edge of the 13.3 million square foot Downtown office market and the New Orleans Medical Center. Major employers within one-mile radius include Capital One, Shell Oil Company, JP Morgan, Ernst & Young, Tulane Medical Center and Louisiana State Health Sciences Center, among others. The New Orleans Medical Center (less than a half mile from the property) houses the Tulane University Medical Center, LSU Health Sciences Center, Louisiana Cancer Research Center and the Southeast Louisiana Veterans Health Care System. The $3.0 billion master plan is anchored by the new $1.1 billion University Medical Center which recently replaced Interim LSU Hospital as the region’s only Level I Trauma Center. 

 

The property is located in the New Orleans apartment market and Central New Orleans submarket. As of the second quarter of 2016, the high density infill location had an estimated population of 182,483 within a three-mile radius and estimated average household income of $78,649 and $58,430 within a one- and three-mile radius, respectively. According to the appraisal, the population within a three-mile radius of the property is projected to reach 196,273 by 2021, growing 1.47% annually over the next five years. 

 

As of the second quarter of 2016, the New Orleans residential market had an inventory of 59,830 units and a vacancy rate of 5.5%. The property’s submarket, Central New Orleans, is the second largest in the New Orleans market. As of the second quarter of 2016, the submarket maintained an inventory of 13,335 units and a vacancy rate of 7.2%, which is projected to decline to 6.4% by 2020. Rent in the submarket has continued to grow since 2011.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
925 Common

 

Historical and Current Occupancy(1)
2013 2014 2015 Current(2)
97.0% 95.0% 93.5% 93.5%
(1)Historical Occupancies reflect the Classic multifamily units only and are as of December 31 for 2013 and 2014 and October 31 for 2015. The property underwent a major renovation and expansion from October 2014 through December 2015 and 91 Modern units came online between November 2015 and January 2016.

(2)Current Occupancy is as of November 9, 2016 and reflects all 199 multifamily units (which includes both Classic and Modern units).

 

 Multifamily Unit Mix(1)
Unit Type # of
Units
% of Total Occupied
Units
Occupancy Average
Unit Size
(SF)
Average
Market Rent
Per Unit
Average
Monthly In-
Place Rents
1 Bedroom / 1 Bathroom - Classic 4 2.0% 4 100.0% 724 $1,350 $1,258
1 Bedroom / 1.5 Bathroom - Classic 79 39.7 78 98.7% 850 $1,486 $1,410
2 Bedroom / 2.5 Bathroom - Classic 25 12.6 25 100.0% 1,168 $2,162 $2,101
Studio / 1 Bathroom - Modern 14 7.0 14 100.0% 447 $1,225 $1,150
1 Bedroom / 1 Bathroom - Modern 77 38.7 65 84.4% 742 $1,680 $1,478
Total / Wtd. Avg. 199 100.0% 186 93.5% 817 $1,625 $1,504
(1)Based on the underwritten rent roll dated November 9, 2016.

  

Operating History and Underwritten Net Cash Flow  
  2013 2014 2015 TTM(1) Underwritten Per Unit %(2)  
Rents in Place(3) $1,973,427 $2,033,342 $1,925,671 $2,330,640  3,356,532 $16,867 72.7 %
Vacant Income 0 0 0 0 256,032 1,287  5.5  
Gross Potential Rent $1,973,427 $2,033,342 $1,925,671 $2,330,640 $3,612,564 $18,154 78.2 %
Total Reimbursements(4) 0 0 0 0 21,877 110  0.5  
Other Income(5) 551,626 549,061 508,067 703,897 983,229 4,941  21.3  
Net Rental Income $2,525,053 $2,582,403 $2,433,738 $3,034,537 $4,617,670 $23,204  100.0 %
(Vacancy/Credit Loss)(6) (12,078) (37,915) (20,780) 0 (308,957) (1,553)  (6.7)  
Effective Gross Income $2,512,975 $2,544,488 $2,412,958 $3,034,537 $4,308,713 $21,652 93.3 %
                 
Total Expenses $1,202,347 $1,285,218 $1,254,152 $1,496,664 $1,613,998 $8,111 37.5 %
                 
Net Operating Income(7)(8) $1,310,628 $1,259,270 $1,158,806 $1,537,873 $2,694,714 $13,541 62.5 %
                 
Total TI/LC, Capex/RR(9) 0 0 0 0 60,180 302  1.4  
Net Cash Flow $1,310,628 $1,259,270 $1,158,806 $1,537,873 $2,634,534 $13,239 61.1 %
(1)TTM column represents the trailing 12-month period ending September 30, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)Underwritten Rents in Place reflects in-place rents for the 199 multifamily units only.

(4)Underwritten Total Reimbursements represent recoveries for the 10,430 square feet of retail/restaurant space.

(5)Underwritten Other Income includes the rent from 10,430 square feet of retail/restaurant space, garage lease rent, furnished unit premium, utility rebill and ground rent income.

(6)Underwritten Vacancy/Credit Loss includes in-place multifamily vacancy and concessions (one unit receiving $50 per month), and in-place vacancy for the retail/restaurant space. Historically, the Vacancy/Credit Loss includes bad debt written off.

(7)The increase in Net Operating Income from 2015 to TTM to Underwritten is primarily due to the addition of 91 new units which came online between November 2015 and January 2016. The multifamily units were leased up in the following months with occupancy increasing from 54.0% in January 2016 to the underwritten in-place occupancy of 93.5% as of November 9, 2016.

(8)The Underwritten Net Operating Income is greater than TTM Net Operating Income as the lender underwrote rent from two retail tenants, The Rooster Club and Goldberg’s Bagel & Deli, which executed their leases in 2016. The Rooster Club has been in occupancy and paying rent since February 11, 2016. Goldberg’s Bagel & Deli is expected to take occupancy on February 1, 2017 and begin paying rent on May 1, 2017.

(9)Underwritten Total TI/LC, Capex/RR reflects replacement reserves of $250 per unit for the 199 multifamily units and $1.00 per square foot TI/LC for the 10,430 square feet retail/restaurant space.

 

Property Management. The property is managed by Tuppence Management Corporation, an affiliate of the borrower. 

 

Escrows and Reserves. At origination, the borrower deposited into escrow $700,000 for landlord obligations in connection with the retail tenant Goldberg’s Bagel & Deli’s build out, $225,385 for real estate taxes, $191,265 for insurance, $87,149 for free rent reserve and $35,351 for ground rent reserve.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
925 Common

 

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $18,782.

  

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance payments, which currently equates to $21,252.

   

Replacement Reserves – On a monthly basis, the borrower is required to escrow $4,146 (approximately $250 per unit annually) for replacement reserves. This reserve is not subject to a cap.

  

TI/LC Reserves – On a monthly basis, the borrower is required to escrow $869 ($1.00 per square foot annually for the 10,430 square feet of retail space) for tenant improvements and leasing commissions associated with the retail component of the property. This reserve is not subject to a cap.

  

Ground Rent Reserve - On a monthly basis, the borrower is required to escrow 1/12 of the annual ground rent payable, which currently equates to $17,675. This reserve is not subject to a cap.

  

Lockbox / Cash Management. The loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Cash Sweep Period (as defined below), the borrower is required to establish the lockbox account and deposit all rents and payments into the lockbox account. During a Cash Sweep Period, all funds in the lockbox account are swept on each business day to a segregated cash management account under the control of the lender and all excess cash flow after payment of the mortgage debt service, required reserves and operating expenses will be held as additional collateral for the loan. The lender has a first priority security interest in the cash management account.

 

A “Cash Sweep Period” will commence upon (i) the occurrence of an event of default or (ii) the debt service coverage ratio (as calculated in the loan documents) based on the trailing 12-month period falling below 1.20x.

  

A Cash Sweep Period will be cured if, with respect to clause (i) above, the lender accepts a cure of such event of default, and with respect to clause (ii) above, the debt service coverage ratio is 1.25x or greater for two consecutive quarters based on the trailing 12-month period.

  

Ground Lease. The property is subject to a ground lease with an expiration date of September 30, 2049 and no renewal options. The ground rent is $212,103 annually, there are no rent increases and the borrower is responsible for all taxes, maintenance and insurance required under the lease. Rent under the ground lease is offset substantially by a sub-ground lease back to ground lessor for an annex portion of the property containing back-house hotel operations related to the ground lessor and some retail and spa areas. This lease is coterminous with the ground lease with no renewal option. The ground rent income from this ground lease is $197,702 per annum, with no increases. The borrower has to pay a net effective ground rent equal to $14,401. The ground lease (as amended) provides lender protections, including, but not limited to, the following: (i) the ground lease may not be modified, amended, altered, canceled or surrendered without the prior written consent of the lender; (ii) the ground lease may not be terminated without the lender’s prior written consent, unless the right to terminate is the result of a default by the borrower under the ground lease, the lender was provided notice and an opportunity to cure, and such default was not cured by the lender; (iii) if the ground lease is terminated for any reason (even the lender’s failure to cure a borrower default thereunder or a rejection in a bankruptcy), the landlord under the ground lease has agreed to enter into a new lease on substantially similar terms with the lender; (iv) no notice of default under the ground lease will be effective until the same has been delivered to the lender and the lender has had an opportunity to cure the same.

  

Historic Tax Credit / Master Lease. The property is a historic building which was rehabilitated in accordance with the federal tax code and state regulations to make it eligible for federal historic tax credits. Currently a portion of the property is subject to a master lease structure to facilitate investment by tax credit investor First NBC Historic Tax Partners, L.L.C., a Louisiana limited liability company (“First NBC”). The historic tax credits are subject to recapture under the federal tax code until January 1, 2021. The borrower and guarantors have loss recourse for any obligations to First NBC in connection with the historic tax credits, including, without limitation, recapture of the same.

  

To facilitate capturing the historic tax credit, the portion of the property consisting of 91 modern units and ground floor retail space has been master leased to a sponsor-controlled affiliate, which is 1.0% owned and controlled by the loan sponsors and 99% owned by First NBC. During the recapture period, the master lease cannot be terminated or else a recapture event would occur and First NBC would lose the benefit of the tax credits. To protect the lender from risk created by not being able to terminate the master lease without causing a recapture period, the master tenant, First NBC, sponsor-affiliated managing member of master tenant and the lender entered into a subordination non-disturbance and attornment agreement which subordinates the master lease to the loan and provides for Lender (or its nominee) to be able to replace the sponsor-affiliated managing member of the master tenant with the lender or a nominee, so as to take control of the master tenant. In addition, once the recapture period has elapsed, the borrower is obligated to cause the sponsor-affiliated managing member of the master tenant to buy out First NBC and collapse the master lease structure.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
International Plaza

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BSP   Single Asset / Portfolio: Single Asset
Original Principal Balance: $28,500,000   Title: Fee
Cut-off Date Principal Balance: $28,500,000   Property Type - Subtype: Office – Suburban
% of Pool by IPB: 2.9%   Net Rentable Area (SF): 280,244
Loan Purpose: Refinance   Location: Bloomington, MN
Borrower: International Plaza Partners 2, LLC   Year Built / Renovated: 1984 / 2016
Sponsors: Bruce Timm and Lakeridge Land, L.P.   Occupancy: 84.7%
Interest Rate: 5.09000%   Occupancy Date: 8/31/2016
Note Date: 10/31/2016   Number of Tenants: 37
Maturity Date: 11/6/2026   2013 NOI(1): $745,870
Interest-only Period: 12 months   2014 NOI(1): $1,361,784
Original Term: 120 months   2015 NOI(1): $2,254,136
Original Amortization: 360 months   TTM NOI (as of 8/2016)(1): $2,676,053
Amortization Type: IO-Balloon   UW Economic Occupancy: 84.6%
Call Protection: L(25),Def(91),O(4)   UW Revenues: $6,327,150
Lockbox: CMA   UW Expenses: $3,473,284
Additional Debt: N/A   UW NOI(2): $2,853,866
Additional Debt Balance: N/A   UW NCF: $2,447,512
Additional Debt Type: N/A   Appraised Value / Per SF: $38,950,000 / $139
      Appraisal Date: 9/15/2016
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $102
Taxes: $105,668 $105,668 N/A   Maturity Date Loan / SF: $86
Insurance: $0 Springing N/A   Cut-off Date LTV: 73.2%
Replacement Reserves: $0 $4,671 N/A   Maturity Date LTV: 61.9%
TI/LC(3): $162,980 $40,869 N/A   UW NCF DSCR: 1.32x
Other(4): $793,939 $0 N/A   UW NOI Debt Yield: 10.0%
           
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $28,500,000 91.7%   Payoff Existing Debt $29,520,253 95.0%
Sponsor Equity 2,577,384 8.3   Upfront Reserves 1,062,586 3.4
        Closing Costs 494,545 1.6
Total Sources $31,077,384 100.0%   Total Uses $31,077,384 100.0%
(1)The increase in NOI from 2013 through TTM is primarily due to an increase in occupancy from 62.4% as of December 31, 2013 to 84.7% as of August 31, 2016.

(2)The UW NOI includes $102,151 in rent steps occurring through August 2017.

(3)On and after the monthly payment date occurring in December 2017, the monthly TI/LC reserve deposit will be adjusted to $29,192.

(4)Other Reserves are comprised of $574,620 for outstanding tenant improvements and $219,319 for outstanding free rent.

 

The Loan. The International Plaza loan has an outstanding principal balance as of the Cut-off Date of $28.5 million and is secured by a first mortgage lien on the borrower’s fee interest in a 280,244 square foot office building located in Bloomington, Minnesota. The loan has a 10-year term and, following a one-year interest-only period, will amortize on a 30-year schedule. The borrowing entity for the International Plaza loan is International Plaza Partners 2, LLC, a Delaware limited liability company and special purpose entity. The loan sponsors and nonrecourse carve-out guarantors are Bruce Timm and Lakeridge Land, L.P. Bruce Timm is the founder, president and CEO of ICM Realty Group (“ICM”). Founded in 2003, ICM is a real estate investment management firm that focuses on acquiring and managing value-add office and retail projects in the southeast and midwest United States regions and Canada. Through a series of funds, ICM currently manages more than $475.0 million, consisting of over 30 properties totaling approximately 1.8 million square feet and encompassing office, industrial, retail and residential properties throughout North America, including another office property located in the downtown Minneapolis market, approximately 12.0 miles from International Plaza.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
International Plaza

 

The previously existing debt was securitized in the CWCI 2006-C1 trust. The prior mortgage loan (in the amount of $36.0 million) defaulted in 2011 due to a decline in occupancy to 62.0%. At that point, the current loan sponsor, who was previously a limited partner, took over the general partnership interest in the borrower and entered into a loan modification in November 2012 with the special servicer to, among other things, (i) split the prior mortgage loan into a senior A note (in the amount of $27.0 million) and a subordinate B note (in the amount of $9.0 million), (ii) defer a portion of the interest on the senior A note, (iii) defer all of the interest on the subordinate B note, and (iv) provide that certain additional equity and capital contributions made by the loan sponsors in connection with the workout (in a maximum amount of $5.9 million) and a 6.0% preferred return thereon would be repaid upon a refinance or sale prior to the repayment of the subordinate B note. In connection with the origination of the International Plaza loan, as per the terms of the loan modification documents, the application of the related “capital event proceeds” (defined as the fair market value of the International Plaza property, which the prior servicer determined was $38 million) resulted in (1) the repayment of the senior A note in full together with accumulated deferred interest, (2) the “deemed” repayment of the equity and capital contributions together with a “deemed” preferred return and (3) payment of accrued interest on the subordinate B note and payment of a minimal amount of principal on the subordinate B note, which suffered a near complete loss of principal. The payments in respect of the senior A note and subordinate B note were made out of the proceeds of the International Plaza loan and a capital contribution by the loan sponsors (approximately $2.6 million).

 

The Property. The International Plaza property consists of one 10-story Class A office building totaling 280,244 square feet that is situated on an approximately 5.16 acre site and includes an attached parking facility with a six-level covered garage with 913 parking spaces and 52 parking spaces in a surface lot located in Bloomington, Minnesota. The building was originally constructed in 1984 and underwent renovations from 2012 through 2016. Amenities to the building include shared training/conference rooms, fitness center with showers/lockers, covered/heated parking, cafe, closed circuit surveillance, card access system, convenience store, ATM, vending area, mail room, salon, wi-fi lounge, electronic directory, on-site automobile servicing, free 24-hour airport shuttle service and an on-site management office with full-time dedicated management team. According to the sponsor, the 2012 through 2016 renovation was completed at a cost of approximately $10.0 million, which included common area upgrades, main lobby renovations and the addition of a fitness center, shower facility, conference facility, and a wi-fi lounge.

 

As of August 31, 2016, the property was 84.7% occupied by 37 tenants. The tenant roster includes companies across various industries such as media, healthcare, technology, education, real estate, finance and government. Only one tenant comprises more than 8.3% of underwritten base rent. Three tenants, representing 11.6% of the underwritten base rent, have investment grade credit ratings. The property also has 10 tenants, representing 22.9% of the underwritten base rent, that have been at the property for over 10 years. Over the last 18 months, 56,880 square feet of new and renewal leases, representing 20.3% of net rentable area and 24.1% of underwritten base rent at the property, have been signed.

 

The largest tenant, Newscycle Solutions, Inc., leases 13.0% of the property’s net rentable area through January 2022 and has occupied the space since July 2014. Newscycle Solutions, Inc., which maintains its headquarters at the property, is a software development company offering global technology products for the news media industry and serving more than 1,200 media companies in more than 45 countries across six continents. The second largest tenant, Cisco Systems, leases 6.5% of the property’s net rentable area through June 2020 and has occupied the space since May 2005. Cisco Systems (rated A1/AA- by Moody’s/S&P) is a multinational technology conglomerate that develops, manufactures, and sells networking hardware, telecommunications equipment, and other high-technology services and products. Cisco Systems reported approximately $49.2 billion in revenue for 2015 and, as of the end of the third quarter of 2016, had a market capitalization of approximately $159.1 billion. The third largest tenant, OffiCenters, leases 6.0% of the property’s net rentable area through January 2024 and has occupied the space since August 2013. OffiCenters provides virtual office, meeting rooms and coworking spaces in Minnetonka, Edina, Bloomington, St. Louis Park and the North Loop in Minneapolis. Two existing tenants, Newark Corporation and Commvault Systems, Inc., originally started their operations at the property in the OffiCenters space.

 

The Market. The property is located in the city of Bloomington, Minnesota, about 10 miles south of the Minneapolis central business district and about 12 miles southwest of the St. Paul central business district. Primary access to the neighborhood is provided by 24th Avenue South and American Boulevard. The property features visibility from Interstate 494 and is located at the interchange of Interstate 494 and 34th Avenue. The property is less than 3.0 miles from the Minneapolis-St. Paul International Airport, less than a mile from the Mall of America and approximately 11.5 miles from either downtown area. There are over 8,000 hotel rooms and numerous restaurants in the immediate area of the property, and the Mall of America is located approximately one mile west of the property. According to the appraisal, the Mall of America completed a $325 million expansion in 2015 which included a JW Marriott Hotel, a new event atrium, and space for high-end retailers. Further expansion is planned for the Mall of America to add 580,000 square feet of additional retail and a 180 room luxury hotel with condos or apartments. A 302-room Hyatt Regency located across the street from the property opened in March 2016, and a 420-unit multifamily property known as Indigo Apartments, is near completion and is also located across the street from the property. The Metro Transit Bus Stop is on the southeast corner of the property and two Light Rail Transit stops are approximately one block from the property. Light rail services the Mall of America, the airport, the Metrodome, the Government Center, and the new Target Field Twins Stadium. Free shuttle services to the airport are also available to tenants at the property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
International Plaza

 

According to the appraisal, the estimated 2016 population within a three- and five-mile radius is 52,508 and 219,425, respectively. Additionally, the 2016 median household income within a three- and five-mile radius is $71,316 and $85,500, respectively. Per the appraisal, as of the second quarter of 2016, the 494 Corridor’s Class A submarket contained approximately 8.5 million square feet of office space and reported a vacancy rate of 13.5% with asking rents of $17.63 per square foot. The overall 494 Corridor submarket has the second highest asking rates in the metro area at $14.77 per square foot. The appraisal identified eight competitive properties built between 1979 and 1986 and ranging in size from 81,492 square feet to 465,168 square feet. The comparable properties reported occupancies ranging from 78% to 100% with a weighted average occupancy of approximately 88.9%. The appraisal concluded a stabilized occupancy rate of 90.0% for the property and a market rent of $14.50 per square foot for floors 1-4 and $14.75 per square foot for floors 5-10 of the property.

 

Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF
% of Total
Base Rent
Lease Expiration
Date
Newscycle Solutions, Inc.(3) NA / NA / NA 36,355 13.0% $13.75 15.4% 1/31/2022
Cisco Systems(4) A1 / AA- / NA 18,344 6.5% $14.75 8.3% 6/30/2020
OffiCenters(5) NA / NA / NA 16,814 6.0% $14.50 7.5% 1/31/2024
FCS Building Association NA / NA / NA 13,984 5.0% $13.05 5.6% 9/30/2025
Scholarship America, Inc. NA / NA / NA 9,997 3.6% $14.00 4.3% 3/31/2025
McEllistrem, Fargione, Landy NA / NA / NA 9,918 3.5% $9.80 3.0% 2/28/2019
Bloomington Convention Centers NA / NA / NA 9,567 3.4% $15.40 4.5% 6/30/2017
I&S Group NA / NA / NA 9,375 3.3% $14.60 4.2% 11/30/2023
Airline Pilots Association(6) NA / NA / NA 8,422 3.0% $14.00 3.6% 9/30/2021
Opin Systems NA / NA / NA 8,125 2.9% $10.80 2.7% 7/31/2018
(1)Based on the underwritten rent roll dated August 31, 2016.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)Newscycle Solutions, Inc. has a contraction option to reduce the size of its seventh floor space (8,699 square feet) effective July 14, 2019.

(4)Cisco Systems has a contraction option to reduce the size of its 18,344 square feet space by no more than 3,000 square feet effective June 30, 2018.

(5)OffiCenters has a one-time right to terminate its lease as of January 31, 2021, with 12 months’ written notice and the payment of a termination fee.

(6)Airline Pilots Association has the option to terminate its lease in the event that Airline Pilots Association permanently ceases operation of its business within a 50-mile radius of the Minneapolis-St. Paul International Airport. Airline Pilots Association is required to provide nine months’ notice and payment of a termination fee equal to the unamortized portion of tenant improvements and leasing commissions.

 

Lease Rollover Schedule(1)
Year Number of Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent Expiring % of Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent Expiring
Cumulative
% of Base
Rent
Expiring
Vacant NAP 42,762  15.3% NAP   NAP 42,762 15.3% NAP NAP
2016 & MTM 0 0 0.0 $0      0.0% 42,762 15.3% $0 0.0%
2017 6 27,317 9.7 358,066 11.0 70,079 25.0% $358,066 11.0%
2018 5 17,343 6.2 227,727   7.0 87,422 31.2% $585,793 18.1%
2019 4 17,949 6.4 215,343   6.6 105,371 37.6% $801,136 24.7%
2020 7 38,567    13.8 606,694  18.7 143,938 51.4% $1,407,830 43.4%
2021 5 26,809 9.6 342,758  10.6 170,747 60.9% $1,750,588 54.0%
2022 5 56,359      20.1 790,824  24.4 227,106 81.0% $2,541,412 78.3%
2023 1 9,375 3.3 136,875    4.2 236,481 84.4% $2,678,287 82.5%
2024 2 19,782 7.1 243,803    7.5 256,263 91.4% $2,922,090 90.1%
2025 2 23,981 8.6 322,449    9.9 280,244 100.0% $3,244,539 100.0%
2026 0 0 0.0 0    0.0 280,244 100.0% $3,244,539 100.0%
2027 & Beyond 0 0 0.0 0    0.0 280,244 100.0% $3,244,539 100.0%
Total 37 280,244 100.0% $3,244,539    100.0%        
(1)Based on the underwritten rent roll dated August 31, 2016.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
International Plaza

                   
Operating History and Underwritten Net Cash Flow
               
  2013 2014 2015 TTM(1) Underwritten Per Square
Foot
% (2)
Rents in Place $2,260,188 $2,365,737 $2,744,266 $3,081,743 $3,244,539 $11.58   43.4 %
Vacant Income 0 0 0 0 623,575 2.23   8.3  
Gross Potential Rent $2,260,188 $2,365,737 $2,744,266 $3,081,743 $3,868,114 $13.80   51.7 %
Total Reimbursements 1,466,209 1,896,858 2,595,970 2,739,880 3,455,913 12.33   46.2  
Other Income(3) 136,393 163,044 156,307 159,121 159,121 0.57   2.1  
Net Rental Income $3,862,790 $4,425,639 $5,496,543 $5,980,744 $7,483,147 $26.70   100.0 %
(Vacancy / Credit Loss) 0 0 0 0 (1,155,997) (4.12 ) (15.4 )
Effective Gross Income $3,862,790 $4,425,639 $5,496,543 $5,980,744 $6,327,150 $22.58   84.6 %
                   
Total Expenses $3,116,920 $3,063,855 $3,242,407 $3,304,691 $3,473,284 $12.39   54.9 %
                   
Net Operating Income(4)(5) $745,870 $1,361,784 $2,254,136 $2,676,053 $2,853,866 $10.18   45.1 %
                   
Total TI/LC, Capex/RR 0 0 0 0 406,355 1.45   6.4  
Net Cash Flow $745,870 $1,361,784 $2,254,136 $2,676,053 $2,447,512 $8.73   38.7 %
                   
Occupancy(6) 62.4% 71.9% 88.3% 84.7% 84.6%        

(1)TTM reflects the trailing 12-month period ending August 31, 2016.

(2)Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)Underwritten Other Income consists of income related to revenue sharing agreement with a valet parking operator at the property, tenant parking income for use of basement level parking spots per the terms of the tenant leases, storage income and telecom revenue from Verizon’s use of the rooftop.

(4)The Underwritten Net Operating Income includes $102,151 in rent steps occurring through August 2017.

(5)The increase in Net Operating Income from 2013 through TTM is primarily due to an increase in occupancy from 62.4% as of December 31, 2013 to 84.7% as of August 31, 2016.

(6)Historical occupancies are based on December 31 for each calendar year. TTM occupancy is based on the August 31, 2016 underwritten rent roll. Underwritten occupancy represents economic occupancy.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Everett Plaza

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: BSP   Single Asset / Portfolio: Single Asset
Original Principal Balance: $27,000,000   Title: Fee
Cut-off Date Principal Balance: $26,964,703   Property Type - Subtype: Retail – Anchored
% of Pool by IPB: 2.7%   Net Rentable Area (SF): 123,913
Loan Purpose: Refinance   Location: Everett, WA
Borrowers: Everett Mall 01, LLC and   Year Built / Renovated: 1986 / N/A
  Everett Mall 11, LLC   Occupancy: 82.2%
Sponsor: Alan C. Fox   Occupancy Date: 11/1/2016
Interest Rate: 4.54000%   Number of Tenants: 18
Note Date: 11/1/2016   2013 NOI: $2,323,257
Maturity Date: 11/6/2026   2014 NOI: $2,357,101
Interest-only Period: None   2015 NOI: $2,249,545
Original Term: 120 months   TTM NOI (as of 9/2016): $2,182,984
Original Amortization: 360 months   UW Economic Occupancy: 87.7%
Amortization Type: Balloon   UW Revenues: $2,918,021
Call Protection: L(25),Def(91),O(4)   UW Expenses: $542,053
Lockbox: Springing   UW NOI(1): $2,375,969
Additional Debt: N/A   UW NCF: $2,234,007
Additional Debt Balance: N/A   Appraised Value / Per SF: $39,000,000 / $315
Additional Debt Type: N/A   Appraisal Date: 10/2/2016
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:   $218
Taxes: $43,031 $21,516 N/A   Maturity Date Loan / SF:   $176
Insurance: $19,787 Springing N/A   Cut-off Date LTV:   69.1%
Replacement Reserves: $0 $2,012 N/A   Maturity Date LTV:   56.0%
TI/LC: $150,000 $11,068 N/A   UW NCF DSCR:   1.35x
Other(2): $10,000 $0 N/A   UW NOI Debt Yield:   8.8%
             
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $27,000,000 84.3%   Payoff Existing Debt $31,354,497 97.9%
Sponsor Equity 5,014,278 15.7    Closing Costs 436,963 1.4 
        Upfront Reserves 222,818 0.7 
Total Sources $32,014,278 100.0%   Total Uses $32,014,278 100.0%

(1)UW NOI includes $56,875 in rent steps occurring through November 2017.

(2)Other Monthly Escrows and Reserves represents a reserve for deferred maintenance.

 

The Loan. The Everett Plaza loan has an outstanding principal balance as of the Cut-off Date of approximately $27.0 million and is secured by a first mortgage lien on the borrowers’ fee interest of a 123,913 square foot anchored retail center (shadow anchored by a Walmart Supercenter) located in Everett, Washington. The loan has a 10-year term and will amortize on a 30-year schedule. The borrowing entities for the Everett Plaza loan are two tenants-in-common, Everett Mall 01, LLC, a Washington limited liability company, and Everett Mall 11, LLC, a Delaware limited liability company, each a special purpose entity. The loan sponsor and nonrecourse carve-out guarantor is Alan C. Fox, who has full control rights over both tenant-in-common borrowers. Alan C. Fox is the founder of ACF Property Management which was formed in 1968 and currently owns and controls over 77 properties in 15 states totaling over 7.3 million square feet with an estimated value of $1.5 billion. The Everett Plaza property was previously securitized in the MSC 2007-IQ14 trust.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Everett Plaza

 

The Property. The Everett Plaza property consists of nine retail buildings totaling 123,913 square feet (including 3,173 square feet of unowned improvements occupied by Jack in the Box under a ground lease) that is situated on an approximately 10.3-acre site in Everett, Washington. Everett is the largest city in Snohomish County, located within the Seattle metropolitan statistical area. The property is located along Southeast Everett Mall Way (State Route 99), with traffic counts of over 35,000 vehicles per day. The property is positioned within a concentrated retail corridor, approximately half a mile east of Interstate 5. Within a one-mile radius of the property are Best Buy, Target, Costco, Trader Joe’s, Bed Bath & Beyond, TJ Maxx and various national and local retailers and restaurants. The property sits directly across from Everett Mall, a 665,262 square foot mall anchored by Macy’s, Sears, Burlington Coat Factory, Regal Stadium 16 Cinemas and LA Fitness. The Steadfast Company-owned Everett Mall features over 110 shops and is a demand driver for the area, drawing visitors from surrounding neighborhoods. The Everett Mall was 96.5% occupied (as of May 2016) and underwent a renovation in 2012 to redevelop underutilized retail space (in the back of the mall) adding Burlington Coat Factory, Ulta Beauty and LA Fitness. Additionally, the mall’s food court, a portion of the interior as well as new facades for LA Fitness and Regal Cinemas. In addition, the property is shadow anchored by a Walmart Supercenter which opened in 2014 and by a Toys “R” Us which owns their improvements. The next closest Toys “R” Us is located approximately 8.1 miles away. Walmart bought a former Top Foods shell and expanded it to accommodate the Walmart Supercenter, the only one within 13.8 mile radius. The property shares a parking lot with Walmart Supercenter and Toys “R” Us. The property’s signage is a pylon located at the entrance to the shopping center naming anchor tenants. Access to the property is provided via two signalized entrances, one shared with Walmart Supercenter and the other aligning with the entrances to Everett Mall.

 

As of November 1, 2016, the property was 82.2% occupied by 18 tenants. The property is anchored by national tenants: Michaels, Petco, and Pier 1 Imports. Michaels has been a tenant at the property since May 1998 and has executed two five-year renewals (most recently exercised in March 2013). Michaels lease features two remaining five-year options. Petco has been at the property since September 1993 and has executed two ten-year renewals (most recently in June 2014). Petco’s lease features two remaining five-year options. Pier 1 Imports has been at the property since November 1987 and has executed four five-year renewals (most recently in February 2013). Pier 1 Imports’ lease features one remaining five-year option. With the exception of the three largest tenants, no individual tenant comprises more than 6.8% of the property’s net rentable area or 8.8% of underwritten base rent. Eleven tenants accounting for 62.4% of the net rentable area or 64.9% of underwritten base rent have been in occupancy at the property for more than 10 years, including Michaels, Petco, Pier 1 Imports, Half Price Books, Red Robin International, US Government - Walla Walla District, Jack in the Box, Kyoto Japanese Steak House, Verizon Wireless, Sole Perfection and Edward Jones. The property has experienced recent leasing momentum with 12 renewal or new leases since 2014 totaling 59,163 square feet.

 

The Market. The property is located in the Seattle Market and the Western Snohomish County Submarket. The Seattle metropolitan statistical area’s economy comprises an industry base featuring aerospace (Boeing remains the state’s largest single private employer with 85,000 employees), high-tech (Microsoft, Google, and Amazon.com – headquartered in downtown Seattle), biotechnology and export/import businesses (supported by the ports of Everett and Seattle). Boeing’s assembly plant for the 747, 767, 777 and the new 787 passenger jet is located 2.5 miles from property, employs over 30,000, draws 150,000 visitors annually and is the largest building in the world (by cubic feet). In May 2016, Boeing celebrated the opening of its new 777x Composite Wing Center at the Everett, Washington campus. Boeing reported that it invested more than $1 billion in the Everett site for construction and outfitting of the new building.

 

According to a third party market research report, as of the second quarter of 2016, the Western Snohomish County Submarket contained approximately 5.9 million square feet of neighborhood and community shopping center space and reported a vacancy rate of 9.1% with asking rents of $22.86 per square foot. According to the appraisal, the estimated 2015 population within a three- and five-mile radius was 119,574 and 252,817, respectively. Additionally, the estimated 2016 average household income within a three- and five-mile radius is $71,478 and $85,492, respectively. The appraisal identified four competitive properties within a half mile radius of the property. The competitive properties were built between 1975 and 2005 and range in size from 7,683 square feet to 665,262 square feet. The comparable retail properties reported occupancies ranging from 83.8% to 100.0% with a weighted average vacancy rate of approximately 4.7%. Quoted rental rates for the comparable properties range from $22.00 to $25.00 per square foot for non-anchor tenants. The appraisal concluded a vacancy rate of 8.6% and a weighted average market rent of $22.56 per square foot for the Everett Plaza property.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Everett Plaza

 

Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net Rentable Area (SF) % of
Total NRA
Base Rent
PSF
% of Total Base Rent Sales PSF(3) Occupancy Costs(3) Lease Expiration Date
Michaels Ba2 / B+ / NA  21,859 17.6% $12.84 11.2% NAV NAV 2/28/2018
Petco NA / B / NA  13,924 11.2% $23.00 12.8% $232 10.9% 5/31/2024
Pier 1 Imports NA / B / NA  10,020 8.1% $28.14 11.3% $146 21.5% 1/31/2018
Half Price Books NA / NA / NA  8,420 6.8% $16.50 5.6% NAV NAV 12/31/2019
Denallis Mediterranean Fusion NA / NA / NA  8,168 6.6% $20.00 6.5% NAV NAV 10/31/2021
NY Pizza & Bar NA / NA / NA  6,213 5.0% $33.95 8.4% $528 7.1% 7/31/2025
Red Robin NA / NA / NA  5,637 4.5% $38.77 8.8% $674 7.2% 4/16/2019
U.S. Government USAED Walla Walla Aaa / AA+ / AAA  5,504 4.4% $35.50 7.8% NAV NAV 10/31/2020
Jack in the Box NA / NA / NA  3,173 2.6% $45.00 5.7% NAV 11.0% 11/02/2021
Kyoto Japanese Steak House NA / NA / NA  3,041 2.5% $24.48 3.0% $267 11.6% 5/31/2019

(1)Based on the underwritten rent roll.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.

(3)Sales PSF and Occupancy Costs represent sales for the 12-month period ending September 30, 2016 for all tenants.

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring % of Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring Cumulative % of Base Rent Expiring
Vacant NAP 22,013 17.8% NAP NAP  22,013 17.8% NAP NAP
2016 & MTM 0 0 0.0 $0 0.0%  22,013 17.8% $0 0.0%
2017 2 3,310 2.7 81,506 3.3  25,323 20.4% $81,506 3.3%
2018 6 42,340 34.2 887,771 35.6  67,663 54.6% $969,277 38.8%
2019 5 19,268 15.5 494,263 19.8  86,931 70.2% $1,463,540 58.6%
2020 1 5,504 4.4 195,396 7.8  92,435 74.6% $1,658,936 66.5%
2021 2 11,341 9.2 306,145 12.3  103,776 83.7% $1,965,081 78.7%
2022 0 0 0.0 0 0.0  103,776 83.7% $1,965,081 78.7%
2023 0 0 0.0 0 0.0  103,776 83.7% $1,965,081 78.7%
2024 1 13,924 11.2 320,252 12.8  117,700 95.0% $2,285,333 91.6%
2025 1 6,213 5.0 210931 8.4  123,913 100.0% $2,496,264 100.0%
2026 0 0 0.0 0 0.0  123,913 100.0% $2,496,264 100.0%
2027 & Beyond 0 0 0.0 0 0.0  123,913 100.0% $2,496,264 100.0%
Total 18 123,913 100.0% $2,496,264 100.0%        

(1)Based on the underwritten rent roll.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Everett Plaza

 

Operating History and Underwritten Net Cash Flow

 

2013 

2014   2015   TTM(1)   Underwritten 

Per Square

Foot

%(2)
Rents in Place $2,374,340 $2,425,977 $2,367,194 $2,295,375 $2,496,264 $20.15 75.1%
Vacant Income 0 0 0 0 323,217  2.61   9.7
Gross Potential Rent $2,374,340 $2,425,977 $2,367,194 $2,295,375 $2,819,481  $22.75 84.8%
Percentage Rent 62,786 59,004 55,816 41,996 50,273  0.41 1.5
Total Reimbursements 385,990 385,369 367,311 346,771 455,839  3.68  13.7
Net Rental Income $2,823,117 $2,870,350 $2,790,321 $2,684,142 $3,325,593 $26.84 100.0%
(Vacancy / Credit Loss) 0 0 (15,655) 0 (407,572)  (3.29) (12.3)
Other Income 9,504 11,023 7,486 372 0  0.00   0.0
Effective Gross Income $2,832,622 $2,881,373 $2,782,152 $2,684,514 $2,918,021 $23.55 87.7%
               
Total Expenses $509,364 $524,273 $532,606 $501,530 $542,053 $4.37 18.6%
               
Net Operating Income(3) $2,323,257 $2,357,101 $2,249,545 $2,182,984 $2,375,969 $19.17 81.4%
               
Total TI/LC, Capex/RR 0 0 0 0 141,962  1.15   4.9
Net Cash Flow $2,323,257 $2,357,101 $2,249,545 $2,182,984 $2,234,007 $18.03 76.6%
               
Occupancy(4) 92.4% 89.4% 88.1% 82.2% 87.7%     

(1)TTM reflects the trailing 12-month period ending September 30, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)Underwritten Net Operating Income includes $56,875 in rent steps occurring through November 2017.

(4)Historical Occupancy is as of December 31 of each respective year. TTM Occupancy is as of November 1, 2016. Underwritten occupancy represents economic occupancy.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Bilmar Beach Resort

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance: $25,000,000   Title(1): Fee
Cut-off Date Principal Balance: $24,905,313   Property Type - Subtype: Hotel – Full Service
% of Pool by IPB: 2.5%   Net Rentable Area (Rooms)(2): 165
Loan Purpose: Acquisition   Location: Treasure Island, FL
Borrower: Which Treasure Island Owner,   Year Built / Renovated: 1961-1974 / 2006
  LLC   Occupancy / ADR / RevPAR: 80.0% / $156.79 / $125.48
Sponsor: Kline Hotel Holdings, LLC   Occupancy / ADR / RevPAR Date: 6/30/2016
Interest Rate: 4.57100%   Number of Tenants: N/A
Note Date: 9/1/2016   2013 NOI: $2,378,668
Maturity Date: 9/1/2026   2014 NOI(3): $2,612,425
Interest-only Period: None   2015 NOI(3): $3,185,277
Original Term: 120 months   TTM NOI (as of 6/2016): $3,360,370
Original Amortization: 360 months   UW Occupancy / ADR / RevPAR: 80.0% / $156.79 / $125.48
Amortization Type: Balloon   UW Revenues: $14,672,894
Call Protection: L(27),Def(89),O(4)   UW Expenses: $11,437,129
Lockbox: CMA   UW NOI: $3,235,765
Additional Debt: N/A   UW NCF: $3,235,765
Additional Debt Balance: N/A   Appraised Value / Per Room(4): $37,100,000 / $224,848
Additional Debt Type: N/A   Appraisal Date: 8/8/2016
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Room:   $150,941
Taxes: $264,482 $24,044 N/A   Maturity Date Loan / Room:   $122,778
Insurance: $0 $39,713 N/A   Cut-off Date LTV(4):   67.1%
FF&E Reserves: $0 4% of Gross Revenues N/A   Maturity Date LTV(4):   54.6%
TI/LC: $0 $0 N/A   UW NCF DSCR:   2.11x
Other(5): $2,500,000 Springing N/A   UW NOI Debt Yield:   13.0%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $25,000,000 69.2%   Purchase Price $33,000,000 91.4%
Sponsor Equity 11,110,022 30.8   Upfront Reserves 2,764,482 7.7%
        Closing Costs 345,539 1.0%
Total Sources $36,110,022 100.0%   Total Uses $36,110,022 100.0%

(1)The borrower has pledged both its fee interest in the property and its leasehold interest in a reciprocal parking parcel agreement with Walgreens.

(2)Collateral for the loan consists of 119 sponsor-owned rooms and between 46.0% and 48.0% of the rental income from 43 third party-owned condominium units, which participate in a rental program.

(3)The increase in 2015 NOI from 2014 NOI was primarily driven by increases in average occupancy and RevPAR from 79.6% to 82.6% and $112.09 to $123.54, respectively, as well as a $537,920 increase in food and beverage revenue.

(4)The Appraised Value / Per Room, Cut-off Date LTV and Maturity Date LTV are calculated based on the “hypothetical as-is value” which assumes that the proposed renovation at the hotel is complete. At origination, the borrower was required to reserve $2,500,000 for the renovations at the property. The “as-is” value as of August 8, 2016 is $34.4 million, which results in a Cut-off Date LTV and Maturity Date LTV of 72.4% and 58.9%, respectively.

(5)Other Initial Escrows and Reserves consists of a $2,500,000 reserve for room upgrades to the property. Monthly Other Escrows and Reserves consists of a deposit requirement for the condominium assessments that is triggered during a cash sweep period.

 

The Loan. The Bilmar Beach Resort loan is secured by a first mortgage lien on the borrower’s fee interest in 119 rooms and between 46.0% and 48.0% of the rental income from 43 third party-owned condominium units in a full-service hotel and resort in Treasure Island, Florida. The loan has an outstanding principal balance as of the Cut-off Date of approximately $24.9 million, a 10-year term and will amortize on a 30-year schedule. The previously existing debt was securitized as part of the JPMBB 2014-C19 transaction. The borrowing entity for the loan is Which Treasure Island Owner, LLC, a Delaware limited liability company and special purpose entity. The loan sponsor and nonrecourse carve-out guarantor is Kline Hotel Holdings, LLC, which is a privately-held hotel investment and advisory company focused on acquiring and managing hotels in urban and unique locations. The company was founded in 2007 by Jon Kline, the former President and Chief Financial Officer of Sunstone Hotels, and is headquartered in Newport Beach, California.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Bilmar Beach Resort

 

The Property. The Bilmar Beach Resort property is a full service, 165-room resort which has 550 feet of beach frontage and is situated on a total of 3.4 acres. The property consists of the lobby building, the three-story Beaches building (opened in 1961), the four-story Shells building (opened in 1966), the eight-story Palms building (opened in 1974), the Ballroom building, and the Sloppy Joe’s building. The property features two restaurants, Sloppy Joe’s on the Beach and the Beach Café, 2,925 square feet of meeting space, two heated outdoor swimming pools, a gift shop and a fitness center. Following an approximately $16.0 million renovation that was completed in 2006, two of the three guestroom buildings (the Beaches building and the Palms building) were converted into condominiums with a total of 99 condominium-hotel units (110 hotel rooms). There are currently a total of 43 third party-owned condominium units (that participate in five-year and 11-year rental programs). Condominium unit owners who participate in the five-year and 11-year rental programs receive 52.0% and 54.0% of the rental revenue associated with their units, respectively. In order to opt out of the program, unit owners must provide 18 months’ notice. The property has an automated computer program that rotates the sold condominium units for rental use. The property also has access to 241 surface parking spaces.

 

In September 2016, the loan sponsor acquired a 90.0% ownership interest from its former joint venture partner, WHI Real Estate Partners, by exercising its right of first refusal for a total purchase price of $33.0 million ($277,311 per owned room). The loan sponsor has indicated that it intends to invest an additional $3.0 million ($18,182 per room) into the property throughout 2017 in order to refresh rooms and improve the hotel’s overall appearance. At closing, the borrower reserved $2.5 million to fund the planned capital investment with the remainder to be funded with ongoing FF&E reserves.

 

The Beaches building, opened in 1961, features units ranging from 396 square feet to 822 square feet and contains 44 condominium units and 53 hotel rooms. The Shells Building, opened in 1966, features 55 hotel keys ranging from 297 square feet to 1,055 square feet. The Palms Building, opened in 1974, features units ranging from 328 square feet to 1,244 square feet and contains a total of 55 condominium units and 59 hotel rooms. Of the 165 guestrooms, there are six ADA-equipped rooms, 14 standard king rooms, 128 double-queen rooms, three double-double bed rooms, seven suites and five penthouse units. 111 of the guestrooms have full kitchens with two burner flat top stoves, refrigerators, microwaves, coffee makers and dishware.

 

The property is located on Gulf Boulevard on Treasure Island, a barrier island located adjacent to St. Petersburg, Florida. Bilmar Beach Resort is approximately 7.0 miles west of Interstate 275, which runs through the Tampa Bay area and connects to Interstate 75. Treasure Island is one of six barrier islands that comprise the west central Gulf Coast region and is one of 10 communities on the barrier islands in Pinellas County. Treasure Island is known for its sunsets, white sand beaches and outdoor activities such as parasailing, jet skiing, boat tours and dolphin watching. The property is in close proximity to many shopping destinations including John’s Pass Village in Madeira Beach, Tyrone Square Mall in St. Petersburg, Westfield Countryside Mall in Clearwater and Sundial St. Pete in downtown St. Petersburg.

 

Historical Occupancy, ADR, RevPAR
  Competitive Set(1) Bilmar Beach Resort(2) Penetration Factor(3)
 Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2013 70.5% $142.07 $100.15 78.1% $133.38 $104.20 110.8% 93.9% 104.0%
2014 73.8% $151.19 $111.55 79.6% $140.90 $112.09 107.9% 93.2% 100.5%
2015 75.3% $166.48 $125.34 82.6% $149.52 $123.54 109.7% 89.8% 98.6%
TTM(4) 73.2% $170.09 $124.54 80.0% $156.79 $125.48 109.3% 92.2% 100.8%
(1)Data provided by STR. The competitive set contains the following properties: Holiday Inn Hotel & Suites Clearwater Beach, Howard Johnson Resort Hotel - St. Pete Beach, Alden Suites, Postcard Inn St. Pete Beach, Guy Harvey Outpost, DoubleTree Beach Resort by Hilton Tampa Bay.

(2)Based on operating statements provided by the borrower.

(3)Penetration Factor is calculated based on data provided by STR for the competitive set and borrower-provided operating statements for the property.

(4)TTM represents the trailing 12-month period ending on June 30, 2016.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Bilmar Beach Resort

 

Competitive Hotels Profile(1)
      2015 Estimated Market Mix 2015 Estimated Operating Statistics
Property Rooms Year Opened Meeting Space (SF) Transient Meeting and Group Occupancy ADR RevPAR
Bilmar Beach Resort 165 1961(2) 2,925 87.0% 13.0% 82.6% $149.52 $123.54
Holiday Inn Hotel & Suites Clearwater Beach 209 1970 4,032 85.0% 15.0% 77.0% $177.00 $136.29
Howard Johnson Resort Hotel - St. Pete Beach 136 1970 0 90.0% 10.0% 76.0% $145.00 $110.20
Alden Suites 143 1985 900 90.0% 10.0% 78.0% $170.00 $136.20
Postcard Inn St. Pete Beach 196 1957 2,400 90.0% 10.0% 70.0% $166.00 $116.20
Guy Harvey Outpost 211 1969 0 80.0% 20.0% 74.0% $176.00 $130.24
DoubleTree Beach Resort by Hilton Tampa Bay 125 1987 2,112 80.0% 20.0% 82.0% $150.00 $123.00
Total(3) 1,020            
                         
(1)Based on the appraisal.

(2)The Bilmar Beach Resort property was built from 1961-1974.

(3)Total does not include the subject property.

 

Operating History and Underwritten Net Cash Flow
  2013 2014 2015 TTM(1) Underwritten Per Room(2) % of Total Revenue(3)
Occupancy 78.1% 79.6% 82.6% 80.0% 80.0%    
ADR(4) $133.38 $140.90 $149.52 $156.79 $156.79    
RevPAR(4)(5) $104.20 $112.09 $123.54 $125.48 $125.48    
               
Room Revenue(6) $4,466,661 $5,342,360 $5,333,587 $5,441,873 $5,427,011 $32,891 37.0%
Food and Beverage Revenue 5,723,633 5,710,511 6,248,431 6,391,200 6,373,745 38,629           43.4
Other Departmental Revenue(6) 1,885,432 1,828,555 2,767,306 2,880,004 2,872,138 17,407           19.6
Total Revenue $12,075,726 $12,881,426 $14,349,324 $14,713,077 $14,672,894 $88,927 100.0%
               
Room Expense $1,416,986 $1,491,010 $1,620,997 $1,642,091 $1,637,606 $9,925 30.2%
Food and Beverage Expense 3,801,928 3,956,419 4,376,115 4,387,972 4,375,988 26,521           68.7
Other Departmental Expenses 174,624 287,586 368,244 475,716 474,417 2,875           16.5
Departmental Expenses $5,393,538 $5,735,015 $6,365,356 $6,505,779 $6,488,011 $39,321 44.2%
               
Departmental Profit $6,682,188 $7,146,411 $7,983,968 $8,207,298 $8,184,883 $49,605 55.8%
               
Operating Expenses $2,195,592 $2,205,365 $2,359,478 $2,385,317 $2,385,130 $14,455 16.3%
Gross Operating Profit $4,486,596 $4,941,046 $5,624,490 $5,821,981 $5,799,753 $35,150 39.5%
               
Management Fees $362,272 $386,443 $430,480 $441,392 $440,187 $2,668 3.0%
Property Taxes 221,091 238,734 281,021 285,494 332,994 2,018 2.3%
Property Insurance 463,732 501,266 424,254 419,117 476,555 2,888 3.2%
Other Expenses 650,148 746,748 819,787 819,403 819,403 4,966 5.6%
FF&E 410,685 455,430 483,672 496,204 494,849 2,999 3.4%
Total Other Expenses $2,107,928 $2,328,621 $2,439,213 $2,461,611 $2,563,988 $15,539 17.5%
               
Net Operating Income $2,378,668 $2,612,425 $3,185,277 $3,360,370 $3,235,765 $19,611 22.1%
Net Cash Flow $2,378,668 $2,612,425 $3,185,277 $3,360,370 $3,235,765 $19,611 22.1%
                 
(1)TTM column represents the trailing 12-month period ending on June 30, 2016.

(2)Per Room values are based on 165 guest rooms.

(3)% of Total Revenue for Room Expense, Food and Beverage Expense and Other Departmental Expenses is based on their corresponding revenue line items.

(4)ADR and RevPAR include room revenue and condominium rental fees.

(5)RevPAR for 2009, 2010, 2011 and 2012 was $81.17, $79.99, $86.34, $97.28, respectively, and Net Cash Flow for 2009, 2010, 2011, and 2012 was approximately $1.1 million, $1.2 million, $1.6 million and $2.0 million, respectively.

(6)Other Departmental Revenue consists of condominium rental revenue, resort fees and other miscellaneous income. Condominium rental revenue of $595,976 was included in Room Revenue for the first quarter of 2014.

 

Property Management. The property is managed by Which Treasure Island Lessee, LLC, which is an affiliate of the borrower.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Bilmar Beach Resort

 

Condominium. The property is subject to a condominium regime, which consists of, among other things, the 99 units located in the Beaches Building and the Palms Building. The borrower currently holds 91 unit votes out of a total of 134 unit votes under the condominium declaration. Each unit owner is entitled to one vote for each unit in elections for the board of directors and general condominium association meetings. The loan documents require the borrower to retain a minimum of 68 of the total 134 units and control of the condominium association.

 

Partial Release. The borrower may defease a portion of the loan after the expiration of the lockout period in connection with the release of a parking parcel (the “Parking Parcel”) upon satisfaction of certain conditions set forth in the loan documents, including, without limitation, the following: (i) defeasance of an amount equal to or exceeding $1,550,000; (ii) the debt service coverage ratio (as calculated in the loan documents) for the remaining property based on the trailing 12-month period immediately preceding the release of the Parking Parcel equals or exceeds 1.15x; (iii) the borrower and the owner of the Parking Parcel enter into and record a reciprocal easement agreement or such other agreement that provides, among other things, the remaining property with (x) exclusive use of the same number of parking spaces as the property had as of origination, and (y) non-exclusive use of a sufficient number of parking spaces as are necessary for the remaining property to comply with existing zoning requirements, the requirements of all leases and any hotel franchise agreement or the restaurant license agreement.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
1140 Avenue of the Americas

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCF   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $24,000,000   Title(2): Leasehold
Cut-off Date Principal Balance(1): $24,000,000   Property Type - Subtype: Office – CBD
% of Pool by IPB: 2.4%   Net Rentable Area (SF): 247,183
Loan Purpose: Acquisition   Location: New York, NY
Borrower: ARC NYC1140SIXTH, LLC   Year Built / Renovated: 1926 / 2015
Sponsor: American Realty Capital New   Occupancy: 90.8%
  York City REIT, Inc.   Occupancy Date: 6/8/2016
Interest Rate: 4.10900%   Number of Tenants: 17
Note Date: 6/15/2016   2013 NOI(3): $5,713,542
Maturity Date: 7/6/2026   2014 NOI(3): $10,868,784
Interest-only Period: 120 months   2015 NOI(3)(4): $13,011,926
Original Term: 120 months   TTM NOI (as of 3/2016): $13,948,046
Original Amortization: None   UW Economic Occupancy: 90.5%
Amortization Type: Interest Only   UW Revenues: $20,833,881
Call Protection: L(24),Grtr1%orYM(92),O(4)   UW Expenses: $11,323,332
Lockbox: Hard   UW NOI(4): $9,510,549
Additional Debt: Yes   UW NCF: $8,893,069
Additional Debt Balance: $75,000,000   Appraised Value / Per SF: $180,000,000 / $728
Additional Debt Type: Pari Passu   Appraisal Date: 5/1/2016
         

 

Escrows and Reserves   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $401    
Taxes: $342,123 $171,061 N/A   Maturity Date Loan / SF: $401    
Insurance: $0 Springing N/A   Cut-off Date LTV: 55.0%    
Replacement Reserves: $0 Springing N/A   Maturity Date LTV: 55.0%    
TI/LC: $961,116 Springing N/A   UW NCF DSCR: 2.16x    
Other(5): $828,282 $29,004 N/A   UW NOI Debt Yield: 9.6%    
               
                     
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan(1) $99,000,000 52.9%   Purchase Price(6) $178,514,457 95.4%
Sponsor Equity 88,177,366 47.1     Closing Costs 6,531,388 3.5
        Upfront Reserves 2,131,521 1.1
Total Sources $187,177,366 100.0%   Total Uses $187,177,366 100.0%
(1)The 1140 Avenue of the Americas loan is part of a whole loan evidenced by four pari passu notes with an aggregate original principal balance of $99.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of $99.0 million of the 1140 Avenue of the Americas Whole Loan, as defined in “The Loan” below.

(2)The 1140 Avenue of the Americas ground lease, dated October 1, 1951, expires December 31, 2066. The original term of the ground lease was fifty years and three months, and was scheduled to expire December 31, 2016; however, the ground lessee has exercised its final option to renew the ground lease for a term of fifty years commencing January 1, 2017 and expiring December 31, 2066. The current annual rent is $348,048 with an increase on January 1, 2017 to $4,746,094 and an increase on January 1, 2042 to $5,062,500.  The 1140 Avenue of the Americas property cash flows have been underwritten at the initial renewal rent step rent of $4,746,094.

(3)The increase in 2014 NOI from 2013 NOI and 2015 NOI from 2014 NOI was driven primarily due to tenants representing approximately 73.0% of the net rentable area executing leases since the repositioning of the 1140 Avenue of the Americas property in 2012.

(4)The decrease in UW NOI from TTM NOI is primarily due to the underwritten ground rent increasing. The current annual ground rent of $348,048 increases to $4,746,094 on January 1, 2017 which was underwritten. The monthly ground rent reserve amount will increase to an amount equal to the ground rent payable under the ground lease for the month immediately following the payment date.

(5)Initial Other Escrows and Reserves consists of a $712,266 free rent reserve and a $116,016 ground rent reserve. The Monthly Other Escrows and Reserves consists of a monthly ground rent reserve.

(6)Purchase Price is net of $1,485,444 in seller pro-rations for, among other items, outstanding free rent and tenant improvements, which were deducted from a gross total purchase price of $180.0 million.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
1140 Avenue of the Americas

 

The Loan. The 1140 Avenue of the Americas loan is secured by a first mortgage lien on the borrower’s leasehold interest in a 22-story, 247,183 square foot Class A multi-tenant office building located in New York, New York. The whole loan has an outstanding principal balance as of the Cut-off Date of $99.0 million (the “1140 Avenue of the Americas Whole Loan”), and is comprised of four pari passu notes, each as described below. Note A-1, with an outstanding principal balance of $30.0 million, is expected to be contributed to one or more future securitization trusts and is the controlling note. The JPMCC 2016-JP4 Trust will be entitled, under certain circumstances, to be consulted with respect to certain major decisions (which rights will be exercised by the Directing Certificateholder prior to a Control Termination Event). The 1140 Avenue of the Americas Whole Loan has a 10-year term and is interest-only for the entire term.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Note
A-1 $30,000,000 $30,000,000   LCF Yes
A-2 24,000,000            24,000,000   JPMCC 2016-JP4 No
A-3 25,000,000           25,000,000   WFCM 2016-LC24 No
A-4 20,000,000           20,000,000   WFCM 2016-LC24 No
Total $99,000,000 $99,000,000      

 

The borrowing entity for the 1140 Avenue of the Americas Whole Loan is ARC NYC1140SIXTH, LLC, a Delaware limited liability company and special purpose entity.

 

The nonrecourse carve-out guarantor is New York City Operating Partnership, L.P. and the loan sponsor is American Realty Capital New York City REIT, Inc. (“ARCNYC REIT”) which is the 99.993% owner and general partner of New York City Operating Partnership, L.P. As of June 30, 2016, ARCNYC REIT reported total assets of approximately $804.8 million, and a net worth of approximately $563.5 million. Exclusive of the property, ARCNYC REIT owns five properties consisting of 841,857 square feet in New York City.

 

The external advisor and sponsor of ARCNYC REIT is an affiliate of AR Global Investments, LLC (“AR Global”). In addition, the 1140 Avenue of the Americas property is subject to an operating management agreement with a wholly-owned subsidiary of AR Global (the “Operator”) pursuant to which the Operator is responsible for the management of the 1140 Avenue of the Americas Property. Certain principals and affiliates of AR Global as well as the previous external advisor and sponsor of ARCNYC REIT are subject to litigation and governmental proceedings. See “Description of the Mortgage Pool—Litigation and Other Considerations” in the Preliminary Prospectus.

 

The borrower under the 1140 Avenue of the Americas Whole Loan acquired the property in 2016 for $180.0 million (approximately $728 per square foot). The 1140 Avenue of the Americas property has undergone an extensive renovation, completed in 2015, including replacing the exterior of the building with an aluminum and glass curtain wall façade and providing floor-to-ceiling windows and enhanced sun exposure in tenant spaces. According to the seller of the 1140 Avenue of the Americas property, approximately $85.2 million ($343.87 per square foot) has been invested in renovations, tenant improvements and leasing costs since 2007, with over $39.9 million ($161.60 per square foot) invested since 2011.

 

The Property. 1140 Avenue of the Americas is a 22-story, 247,183 square foot Class A multi-tenant office building located in the central business district in New York, New York. Constructed in 1926 and most recently renovated in 2015, the 1140 Avenue of the Americas property is located at the northeastern corner of West 44th Street and the Avenue of the Americas. The 1140 Avenue of the Americas property totals 247,183 square feet and is comprised of 236,929 square feet of office space (95.9% of the net rentable area), 5,790 square feet of retail space (2.3% of the net rentable area) and 4,464 square feet of storage space (1.8% of the net rentable area). Office floor plates at the 1140 Avenue of the Americas property average 11,242 square feet. The 1140 Avenue of the Americas property has approximately 75 feet of frontage along the Avenue of the Americas and 125 feet of frontage along West 44th Street.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
1140 Avenue of the Americas

 

As of June 8, 2016, the property was 90.8% occupied by 17 tenants. The largest tenant at the property, City National Bank leases 12.3% of the net rentable area through June 2023 and has occupied its space since June 2012 with an additional expansion in January 2014. City National Bank occupies 24,417 square feet of office space, 3,378 square feet of retail space and 2,564 square feet of storage space. City National Bank offers banking, trust and investment services. City National Bank merged with Royal Bank of Canada (NYSE: RY) the largest bank in Canada and employs approximately 78,000 people with offices in approximately 40 countries. City National Bank accounts for 19.0% of the underwritten base rent and its lease contains two five-year renewal options. The second largest tenant, Waterfall Asset Management, leases approximately 10.3% of the net rentable area through August 2022 and has occupied its space since August 2012 with an additional expansion in 2014 and is expanding again in 2017 into space that is currently occupied by another tenant that is vacating. Waterfall Asset Management was founded in 2005 and is an SEC-registered specialist credit advisor. As of September 1, 2016, Waterfall Asset Management had approximately $6.3 billion in assets under management. Waterfall Asset Management accounts for 10.4% of the underwritten base rent and its lease contains one five-year renewal option. The third largest tenant, Office Space Solutions, Inc. leases 9.6% of the net rentable area through August 2021 and has occupied its space since June 2011. Office Space Solutions, Inc. provides private workspaces and meeting rooms for individuals and companies in its space. Office Space Solutions, Inc. accounts for 7.0% of the underwritten base rent and its lease contains one five-year renewal option.

 

The Market. The property is located in the Midtown Manhattan market within the Sixth Avenue/Rockefeller Center office submarket in New York City. The 1140 Avenue of the Americas property is located within six blocks of the A/C/E, B/D/F/M, N/Q/R, 1/2/3, 4/5/6, and 7 subway lines. New York City is the home to the headquarters of 48 companies on the 2015 Fortune 500 list and the two largest stock exchanges in the world. According to the appraisal, New York City has created more jobs over the past five years than during any five-year period in the last half century. As of the first quarter of 2016, Sixth Avenue/Rockefeller Center office inventory was comprised of approximately 40.3 million square feet, the largest submarket of primary office inventory in the country. As of the same quarter, Class A office inventory within the Sixth Avenue/Rockefeller Center office submarket was comprised of approximately 38.3 million square feet with a vacancy rate of 5.9%. As of first quarter 2016, the Class A Sixth Avenue/Rockefeller Center office submarket rental rates were $96.71 per square foot gross. The appraisal analyzed a set of five directly competitive properties within the immediate competitive area of the 1140 Avenue of the Americas property and concluded an office market rental range of $64.00 to $120.00 per square foot gross. The underwritten weighted average office rents at the 1140 Avenue of the Americas property is $86.99 per square foot gross, which is below the appraisal’s concluded office submarket rent for the 1140 Avenue of the Americas property of $96.71 per square foot gross.

 

Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF
% of Total Base Rent Lease Expiration Date
City National Bank A3 / A+ / AA- 30,359 12.3%   $122.54   19.0%   6/30/2023
Waterfall Asset Management(3) NA / NA / NA 25,500 10.3%   $79.65 10.4%   8/31/2022
Office Space Solutions, Inc. NA / NA / NA 23,800 9.6% $57.38 7.0% 8/31/2021
P\S\L Group America Limited NA / NA / NA 20,113 8.1% $82.94 8.5% 1/31/2021
Trilogy Global NA / NA / NA 12,750 5.2% $84.00 5.5% 11/30/2024
Knighthead Capital Management NA / NA / NA 12,750 5.2% $95.00  6.2% 12/31/2017
Field Street Capital NA / NA / NA 12,750 5.2% $80.50 5.3% 8/27/2019
CityMD(4) NA / NA / NA 12,750 5.2% $77.00 5.0% 4/15/2021
Starwood Property Trust  Ba3 / BB / NA 12,750 5.2% $74.00 4.8% 8/31/2019
Flow Traders U.S. LLC(5) NA / NA / NA 12,750 5.2% $72.00 4.7% 11/30/2021
(1)Based on the underwritten rent roll.

(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field, whether or not the parent company guarantees the lease.

(3)Waterfall Asset Management recently executed a lease for an additional 7,909 square feet that is currently occupied by TriOptima North America. TriOptima North America is expected to occupy this space until its lease expires on April 30, 2017 and Waterfall Asset Management is expected to take occupancy on May 1, 2017. The expansion space is included in Waterfall Asset Management’s Net Rentable Area (SF).

(4)CityMD subleases its space to Aristeia Capital at a rent of $85.00 per square foot.

(5)Flow Traders U.S. LLC has the right to terminate its lease any time after July 2018 with nine months’ notice and the payment of a $600,000 termination fee.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
1140 Avenue of the Americas

 

Lease Rollover Schedule(1)
Year Number
of
Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring
% of Base
Rent
Expiring
Cumulative
Net Rentable
Area Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
Vacant NAP 22,676 9.2% NAP NAP 22,676 9.2% NAP NAP
2016 & MTM 0 0 0.0 $0 0.0% 22,676 9.2% $0 0.0%
2017 1 12,750 5.2 1,211,250 6.2 35,426 14.3% $1,211,250 6.2%
2018 0 0 0.0 0 0.0 35,426 14.3% $1,211,250 6.2%
2019 2 25,500 10.3 1,969,875 10.1 60,926 24.6% $3,181,125 16.3%
2020 2 10,328 4.2 869,443 4.5 71,254 28.8% $4,050,568 20.7%
2021 5 74,697 30.2 5401447 27.7 145,951 59.0% $9,452,015 48.4%
2022 1 25,500 10.3 2,031,135 10.4 171,451 69.4% $11,483,150 58.8%
2023 1 30,359 12.3 3720105 19.0 201,810 81.6% $15,203,255 77.9%
2024 2 22,561 9.1 1,875,502 9.6 224,371 90.8% $17,078,757 87.5%
2025 1 4,312 1.7 510,000 2.6 228,683 92.5% $17,588,757 90.1%
2026 2 18,500 7.5 1,940,000 9.9 247,183 100.0% $19,528,757 100.0%
2027 & Beyond 0 0 0.0 0 0.0 247,183 100.0% $19,528,757 100.0%
Total 17 247,183 100.0% $19,528,757 100.0%        
(1)Based on the underwritten rent roll.

 

Operating History and Underwritten Net Cash Flow

2013

2014

2015

TTM(1)

Underwritten

Per Square Foot

%(2)

Rents in Place $10,572,440 $16,494,082 $18,732,841 $19,210,125 $19,528,757 $79.01 87.1%
Vacant Income 0 0 0 0 2,137,460 8.65 9.5%
Gross Potential Rent $10,572,440 $16,494,082 $18,732,841 $19,210,125 $21,666,217 $87.65 96.6%
CAM Reimbursements (48,910) 52,675 354,068 435,992 754,179 3.05 3.4%
Net Rental Income $10,523,530 $16,546,757 $19,086,909 $19,646,118 $22,420,396 $90.70 100.0%
(Vacancy/Credit Loss) 0 0 0 0 (2,137,460)          (8.65)  (9.5)
Other Income(3) 202,726 439,581 498,390 550,946 550,946 2.23 2.5%
Effective Gross Income $10,726,256 $16,986,338 $19,585,299 $20,197,064 $20,833,881 $84.29 92.9%
               
Total Expenses $5,012,714 $6,117,554 $6,573,373 $6,249,017 $11,323,332 $45.81 54.4%
               
Net Operating Income(4)(5) $5,713,542 $10,868,784 $13,011,926 $13,948,046 $9,510,549 $38.48 45.6%
               
Total TI/LC, Capex/RR 0 0 0 0 617,480 2.50 3.0%
Net Cash Flow $5,713,542 $10,868,784 $13,011,926 $13,948,046 $8,893,069 $35.98 42.7%
               
Occupancy(6) 53.9% 82.3% 90.1% 90.8% 90.5%    
(1)TTM represents the trailing 12-month period ending on March 31, 2016.

(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.

(3)Other Income represents electricity reimbursements, storage revenue and miscellaneous revenue.

(4)The increase in 2015 Net Operating Income from 2013 is due to tenants representing approximately 73.0% of the net rentable area executing leases since the repositioning of the 1140 Avenue of the Americas property in 2012.

(5)The decrease in UW Net Operating Income from TTM Net Operating Income is primarily due to the underwritten ground rent increasing. The current annual ground rent of $348,048 increases to $4,746,094 on January 1, 2017 which was underwritten.

(6)Historical Occupancies are as of December 31 of each respective year. TTM occupancy is as of June 8, 2016. Underwritten Occupancy represents economic occupancy.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fry 529 Retail Center

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance: $21,500,000   Title(1): Fee
Cut-off Date Principal Balance: $21,500,000   Property Type - Subtype: Retail – Anchored
% of Pool by IPB: 2.2%   Net Rentable Area (SF): 114,911
Loan Purpose: Refinance   Location: Cypress, TX
Borrower: Retail Center Fry 529, Ltd.   Year Built / Renovated: 2015 / N/A
Sponsor: John D. Long, Jr.   Occupancy: 95.8%
Interest Rate: 4.27000%   Occupancy Date: 8/1/2016
Note Date: 10/17/2016   Number of Tenants: 16
Maturity Date: 11/1/2026   2013 NOI(2): N/A
Interest-only Period: 60 months   2014 NOI(2): N/A
Original Term: 120 months   2015 NOI(2): N/A
Original Amortization: 360 months   TTM NOI (as of 7/2016)(3): $1,284,284
Amortization Type: IO-Balloon   UW Economic Occupancy: 95.0%
Call Protection: L(25),Grtr1%orYM(92),O(3)   UW Revenues: $2,648,640
Lockbox: Springing   UW Expenses: $865,707
Additional Debt: N/A   UW NOI(3): $1,782,933
Additional Debt Balance: N/A   UW NCF: $1,671,913
Additional Debt Type: N/A   Appraised Value / Per SF: $28,240,000 / $246
      Appraisal Date: 8/25/2016
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $187
Taxes: $456,713 $37,410 N/A   Maturity Date Loan / SF: $171
Insurance: $6,042 $6,042 N/A   Cut-off Date LTV: 76.1%
Replacement Reserves: $1,917 $1,917 N/A   Maturity Date LTV: 69.4%
TI/LC: $4,167 $4,167 N/A   UW NCF DSCR: 1.31x
Other(4): $388,954 $0 N/A   UW NOI Debt Yield: 8.3%
           

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $21,500,000 100.0%   Payoff Existing Debt $14,472,073 67.3%
        Return of Equity 5,651,111 26.3
        Upfront Reserves 857,793 4.0
        Closing Costs 519,023 2.4
Total Sources $21,500,000 100.0%   Total Uses $21,500,000 100.0%

(1)In July 2016, the borrower entered into a 20-year ground lease with BCU Cypress, LLC (“BCU Cypress”) in which BCU Cypress intends to construct a building on an approximately 44,013 square foot parcel located at the northeast corner of the property. The improvements will ultimately contain a Bush’s Chicken restaurant upon completion. BCU Cypress is required to contractually begin paying rent upon the earlier of its opening for business or March 2017. The Loan Sponsor estimates that Bush’s Chicken will open for business and begin paying rent in December 2016. Approximately $163,058 was reserved at origination for all outstanding free rent, tenant improvements and leasing commissions in connection with BCU Cypress.

(2)Historical cash flows are not available as the property was constructed in 2015.

(3)The increase in UW NOI from TTM NOI is attributable to four leases that commenced in June and July of 2016 and the inclusion of three leases that commence in December 2016, which in total account for approximately $419,679 in underwritten annual base rent.

(4)Other Escrows and Reserves consists of approximately $338,154 in outstanding tenant improvements and leasing commissions relating to three tenants, La Seafood Café, El Kiosko and Bush’s Chicken, that have signed leases but have not yet taken occupancy, and outstanding tenant improvements relating to the Rodeo Dental expansion. La Seafood Café, El Kiosko and Bush’s Chicken are expected to take occupancy in December 2016. Additionally, Other Escrows and Reserves includes $50,800 in outstanding free rent relating to the three new tenants, La Seafood Café, El Kiosko and Bush’s Chicken.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fry 529 Retail Center

 

The Loan. The Fry 529 Retail Center loan has an outstanding principal balance as of the Cut-off Date of $21.5 million and is secured by a first mortgage lien on the borrower’s fee simple interest in a 114,911 square foot grocery-anchored retail center located in Cypress, Texas. The loan has a 10-year term, and subsequent to a five-year interest-only period, will amortize on a 30-year schedule. The borrowing entity for the loan is Retail Center Fry 529, Ltd., a Texas limited partnership and single purpose entity.

 

The loan sponsor and nonrecourse carve-out guarantor is John D. Long, Jr., founder and current president of J.D. Long Masonry. John D. Long, Jr. founded J.D. Long Masonry in 1990 and J.D. Long Masonry is currently one of the ten largest masonry subcontractors in the United States. The company’s projects include schools, hospitals, institutional facilities, multifamily apartments and condominiums and a full range of commercial office and retail projects. J.D. Long Masonry, which is headquartered in Manassas, Virginia, has averaged annual revenue in excess of $40.0 million over the last seven years. Additionally, John D. Long, Jr. has experience in leasing, management and financing real estate investments through numerous interests in multifamily and commercial partnerships and limited liability companies primarily focused in the Northern Virginia suburbs of Washington, D.C. and the state of Texas.

 

The Property. The Fry 529 Retail Center property is a 114,911 square foot, grocery anchored neighborhood retail center located in Cypress, Texas. The property was constructed in 2015 and is situated on approximately 23.0 acres. The property contains 614 parking spaces resulting in a parking ratio of approximately 5.34 spaces per 1,000 square feet.

 

As of August 1, 2016, the Fry 529 Retail Center property was 95.8% occupied by 16 tenants. The largest tenant at the property, Fiesta Mart, leases, 52.2% of the net rentable area through January 2035 and has occupied its space since the property was constructed in January 2015. Fiesta Mart is a Texas-based food retailer founded in 1972. Fiesta Mart currently has 60 stores open in the Houston, Austin and Dallas-Fort Worth markets serving customers from over 100 countries of origin. Additionally, the loan sponsor reported that Fiesta Mart invested approximately $7.0 million ($117 per square foot) towards the initial construction of their store. In April 2015, Fiesta Mart was acquired by Acon Investments, a Washington, D.C.-based private equity firm with approximately $4.4 billion in assets. Fiesta Mart accounts for 30.1% of the underwritten base rent at the property and its lease contains four five-year renewal options remaining. Fiesta Mart reported year to date sales through October 2, 2016 of approximately $18.9 million ($421 per square foot) on an annualized basis resulting in an occupancy cost of approximately 3.3%. The second largest tenant at the property, Goodwill, leases 17.8% of the net rentable area through May 2030 and has occupied its space since April 2015. Goodwill is an American non-profit organization that provides job training, employment placement services and other community-based programs such as the selling of donated clothing and other household items. Goodwill has grown to operate over 3,100 stores within 15 different countries. Goodwill accounts for 21.7% of the underwritten base rent at the property and its lease contains two, five-year renewal options remaining. The third largest tenant, Rodeo Dental, leases 6.0% of the net rentable area through May 2025 and has occupied its space since June 2016. Rodeo Dental is a full service dental and orthodontics office with 11 locations throughout Texas. Rodeo Dental accounts for 10.6% of the in-place base rent at the property and its lease contains two, five-year renewal options remaining.

 

The Market. The Fry 529 Retail Center property is located approximately 22 miles northwest of the Houston central business district. The property is located at the southeast intersection of Fry Road and FM-529, which have a cumulative traffic count of approximately 46,000 vehicles per day. The property is located within Cypress, a master-planned community which dates back to the 1990s. According to the appraisal, the property’s primary trade area is approximately three to five miles. The estimated population as of 2016 within a one-, three- and five-mile radius is approximately 19,276, 99,902 and 253,800, respectively, and has experienced strong growth since 2000, with annual growth rates of approximately 15.9%, 12.1% and 8.8%, respectively. Additionally, the median household income as of 2016 within a one-, three- and five-mile radius is approximately $63,912, $71,067 and $79,117, respectively.

 

The property is located in the Northwest submarket, which has a vacancy rate of 4.7% and average asking rents of approximately $16.26 per square foot as of the second quarter of 2016, which compares to 4.8% and $15.38 per square foot as of the second quarter of 2015, respectively. The appraisal identified six properties as directly competitive with the Fry 529 Retail Center property. The comparable properties are located between 0.2 miles and 15.3 miles from the property and ranged in size from approximately 15,216 to 203,495 square feet. Occupancy at the comparable properties ranged from approximately 88.0% to 100.0%. Additionally, the appraisal identified approximately 3.9 million square feet of retail space under construction in the Northwest submarket.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fry 529 Retail Center

 

Tenant Summary(1)
Tenant

Ratings

Moody’s/S&P/Fitch

Net Rentable
Area (SF)
% of Total
NRA
Base Rent
PSF
% of Total
Base Rent
Lease
Expiration
Date
Fiesta Mart(2) NA / NA / NA 60,000   52.2%   $9.00 30.1%   1/31/2035
Goodwill NA / NA / NA 20,460   17.8%   $19.00 21.7%   5/31/2030
Rodeo Dental NA / NA / NA 6,896 6.0% $27.58 10.6%   5/31/2025
Fiesta Liquors Inc NA / NA / NA 5,000 4.4% $20.00 5.6% 1/31/2020
Familia Care, Inc. NA / NA / NA 4,858 4.2% $27.96 7.6% 7/31/2020
Chuan Ping Lin NA / NA / NA 1,800 1.6% $27.00 2.7% 12/31/2020
BeBe Nails NA / NA / NA 1,500 1.3% $30.00 2.5% 3/31/2020
La Seafood Café NA / NA / NA 1,500 1.3% $28.00 2.3% 11/30/2026
Subway Real Estate, LLC  NA / NA / NA 1,457 1.3% $32.00 2.6% 3/31/2020
SEM Pharmacy NA / NA / NA 1,400 1.2% $25.00 1.9% 7/31/2021
(1)Based on the underwritten rent roll.

(2)Fiesta Mart reported year to date sales through October 2, 2016 of approximately $18.9 million, or $421 per square foot on an annualized basis resulting in an occupancy cost of approximately 3.3%.

 

Lease Rollover Schedule(1)

Year
Number of
Leases
Expiring
Net
Rentable
Area
Expiring
% of NRA
Expiring
Base Rent
Expiring
% of Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
Vacant NAP 4,860 4.2% NAP NAP 4,860 4.2% NAP NAP
2016 & MTM 0 0 0.0 $0 0.0% 4,860 4.2% $0 0.0%
2017 0 0 0.0 0 0.0 4,860 4.2% $0 0.0%
2018 2 2,520 2.2 70,560 3.9 7,380 6.4% $70,560 3.9%
2019 1 1,260 1.1 27,687 1.5 8,640 7.5% $98,247 5.5%
2020 5 14,615 12.7 376,076 21.0 23,255 20.2% $474,323 26.4%
2021 2 2,800 2.4 72,800 4.1 26,055 22.7% $547,123 30.5%
2022 0 0 0.0 0 0.0 26,055 22.7% $547,123 30.5%
2023 0 0 0.0 0 0.0 26,055 22.7% $547,123 30.5%
2024 0 0 0.0 0 0.0 26,055 22.7% $547,123 30.5%
2025 1 6,896 6.0 190,192 10.6 32,951 28.7% $737,314 41.1%
2026 2 1,500 1.3 54,000 3.0 34,451 30.0% $791,314 44.1%
2027 & Beyond 3 80,460 70.0 1,003,740 55.9 114,911 100.0% $1,795,054 100.0%
Total 16 114,911 100.0% $1,795,054 100.0%        
(1)Based on the underwritten rent roll.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Fry 529 Retail Center

 

Operating History and Underwritten Net Cash Flow(1)
  TTM(2) Underwritten Per Square Foot %(3)
Rents in Place $1,446,278 $1,795,054 $15.62 64.7%
Vacant Income 0 136,080 1.18 4.9%
Gross Potential Rent $1,446,278 $1,931,134 $16.81 69.6%
Total Reimbursements 566,663 843,739 7.34 30.4%
Net Rental Income $2,012,941 $2,774,873 $24.15 100.0%
(Vacancy/Credit Loss) 0 (138,744) (1.21) (5.0)%
Other Income 19,806 12,510 0.11 0.5%
Effective Gross Income $2,032,747 $2,648,640 $23.05 95.5%
         
Total Expenses $748,463 $865,707 $7.53 32.7%
         
Net Operating Income $1,284,284 $1,782,933 $15.52 67.3%
         
Total TI/LC, Capex/RR 0 111,020 0.97 4.2%
Net Cash Flow $1,284,284 $1,671,913 $14.55 63.1%
         
Occupancy(4) 93.2% 95.0%    
(1)Historical cash flows are not available as the property was constructed in 2015.

(2)The TTM column represents the trailing 12 months ending July 31, 2016.

(3)% column represents percent of Net Rental Income for all revenue lines and percent of Effective Gross Income for the remainder of fields.

(4)TTM Occupancy is as of August 1, 2016. Underwritten Occupancy represents economic occupancy.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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Structural and Collateral Term Sheet   JPMCC 2016-JP4
 
Contacts

 

J.P. Morgan CMBS Capital Markets & Banking
Contact E-mail Phone Number

Kunal Singh

Managing Director

kunal.k.singh@jpmorgan.com (212) 834-5467
     

Dwayne McNicholas

Vice President

dwayne.p.mcnicholas@jpmorgan.com (212) 834-9328
     
J.P. Morgan CMBS Trading
Contact E-mail Phone Number

Andy Taylor

Managing Director

andrew.b.taylor@jpmorgan.com (212) 834-3111
     

Avinash Sharma

Executive Director

avinash.sharma@jpmorgan.com (212) 834-3111
     
J.P. Morgan Securitized Products Syndicate
Contact E-mail Phone Number

Andy Cherna

Managing Director

andy.cherna@jpmorgan.com (212) 834-4154

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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