FWP 1 n1658-x4_ts.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-226123-04
     

 

 

June 4, 2019   JPMCC 2019-COR5

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

JPMCC 2019-COR5

 

 

$698,637,121

(Approximate Mortgage Pool Balance)

 

$612,180,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 

 

 

JPMCC Commercial Mortgage Securities Trust 2019-COR5,

Commercial Mortgage Pass-Through Certificates

Series 2019-COR5

 

 

 

JPMorgan Chase Bank, National Association
LoanCore Capital Markets LLC
 

 

Sponsors and Mortgage Loan Sellers  

 

J.P. Morgan

 

Lead Manager and Sole Bookrunner  

 

Jefferies

 

Co-Managers

Drexel Hamilton

 

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.

 

 

 

June 4, 2019   JPMCC 2019-COR5

 

This material is for your information, and none of J.P. Morgan Securities LLC (“JPMS”), Jefferies LLC (“Jefferies”) or Drexel Hamilton, LLC (“Drexel”) (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. 333-226123) 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 (800) 408-1016 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.

 

(J.P.Morgan Logo)

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Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
Indicative Capital Structure

 

Publicly Offered Certificates 

Class Expected Ratings
(S&P / 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) $14,650,000 30.000% 2.65 7/19 – 1/24 41.0% 14.3%
A-2 AAA(sf) / AAAsf / AAA(sf) $66,432,000 30.000% 4.71 1/24 – 5/24 41.0% 14.3%
A-3 AAA(sf) / AAAsf / AAA(sf) (6) 30.000% (6) (6) 41.0% 14.3%
A-4 AAA(sf) / AAAsf / AAA(sf) (6) 30.000% (6) (6) 41.0% 14.3%
A-SB AAA(sf) / AAAsf / AAA(sf) $26,615,000 30.000% 7.34 5/24 – 1/29 41.0% 14.3%
X-A AA(sf) / AAAsf / AAA(sf) $546,683,000(7) N/A N/A N/A N/A N/A
X-B NR / A-sf / AAA(sf) $65,497,000(7) N/A N/A N/A N/A N/A
A-S AA(sf) / AAAsf / AAA(sf) $57,638,000 21.750% 9.83 4/29 – 5/29 45.9% 12.8%
B NR / AA-sf / AA(sf) $34,932,000 16.750% 9.88 5/29 – 5/29 48.8% 12.0%
C NR / A-sf / A-(sf) $30,565,000 12.375% 9.88 5/29 – 5/29 51.3% 11.4%

 

Privately Offered Certificates(8) 

Class Expected Ratings
(S&P / 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-D NR / BBBsf / BBB+(sf) $16,244,000(7)(9) N/A N/A N/A N/A N/A
D NR / BBBsf / BBB+(sf) $16,244,000(9) 10.050% 9.88 5/29 – 5/29 52.7% 11.1%
E-RR NR / BBB-sf / BBB(sf) $17,815,000(9) 7.500% 9.88 5/29 – 5/29 54.2% 10.8%
F-RR NR / BB-sf / BB(sf) $16,592,000 5.125% 9.88 5/29 – 5/29 55.6% 10.5%
G-RR NR / B-sf / B+(sf) $6,987,000 4.125% 9.88 5/29 – 5/29 56.2% 10.4%
H-RR NR / NR / NR $28,819,121 0.000% 9.96 5/29 – 6/29 58.6% 10.0%
(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%. In addition, the notional amounts of the Class X-A, Class X-B and Class X-D Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates whose Certificate Balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of any Class of the Class X-A, Class X-B or Class X-D Certificates, as applicable, would be equal to zero at all times, such Class of Certificates will not be issued on the closing date of this securitization.

(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 June 27, 2019 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated June 4, 2019 (the “Preliminary Prospectus”).

(4)The “Certificate Principal to Value Ratio” for any Class of Principal Balance Certificates (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 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 of Principal Balance Certificates (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 DY 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 exact initial certificate balances of the Class A-3 and Class A-4 Certificates are unknown and will be determined based on the final pricing of those Classes of Certificates. However, the respective initial Certificate Balances, weighted average lives and principal windows of the Class A-3 and Class A-4 Certificates are expected to be within the applicable ranges reflected in the following chart. The aggregate initial offered Certificate Balance of the Class A-3 and Class A-4 Certificates is expected to be approximately $381,348,000 subject to a variance of plus or minus 5%.

Class of Certificates Expected Range of Initial Certificate Balance Expected Range of Weighted Avg. Life (Yrs) Expected Range of Principal Window
Class A-3 $75,000,000 – $180,000,000 9.54 – 9.58 1/29–1/29 / 1/29–2/29
Class A-4 $201,348,000 – $306,348,000 9.74 – 9.70 2/29–4/29 / 1/29–4/29

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

(8)The Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates are not being offered by the Preliminary Prospectus or this Term Sheet. The Class R Certificates are not shown above.

(9)The approximate initial Certificate Balances of the Class D and Class E-RR Certificates are estimated based in part on the estimated ranges of Certificate Balances and estimated fair values described in “Credit Risk Retention” in the Preliminary Prospectus. The initial Certificate Balance of the Class D Certificates is expected to fall within a range of $14,497,000 and $18,340,000 and the initial Certificate Balance of the Class E-RR Certificates is expected to fall within a range of $15,719,000 and $19,562,000, with the ultimate Certificate Balance determined such that the aggregate fair value of the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates will equal at least 5% of the estimated fair value of all of the Classes of Certificates (other than the Class R Certificates) issued by the issuing entity. Accordingly, the initial notional amount of the Class X-D Certificates is expected to fall within a range of $14,497,000 and $18,340,000.

 

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.

 

(J.P.Morgan Logo)

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Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
Summary of Transaction Terms

 

Securities Offered: $612,180,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Lead Manager and Sole Bookrunner: J.P. Morgan Securities LLC.
Co-Managers: Jefferies LLC and Drexel Hamilton, LLC.  
Mortgage Loan Sellers: JPMorgan Chase Bank, National Association (“JPMCB”) (37.2%) and LoanCore Capital Markets LLC (“LCM”) (62.8%).
Master Servicer: Midland Loan Services, a Division of PNC Bank, National Association.
Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association.
Directing Certificateholder: LoanCore Capital Markets LLC or its affiliate.
Trustee: Wells Fargo Bank, National Association.
Certificate Administrator: Wells Fargo Bank, National Association.
Operating Advisor: Pentalpha Surveillance LLC.
Asset Representations Reviewer: Pentalpha Surveillance LLC.
Rating Agencies: S&P Global Ratings, a Standard & Poor’s Financial Services LLC business (“S&P”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency Inc. (“KBRA”).
U.S. Credit Risk Retention:

LCM is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase by LCM or its “majority-owned affiliate” (as defined in Regulation RR), from the Depositor, on the Closing Date, of an “eligible horizontal residual interest”, which will be comprised of the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates. The aggregate estimated fair value of the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates will be at least equal to 5% of the estimated fair value of all of the Certificates (other than the Class R Certificates) issued by the issuing entity.

 

The restrictions on hedging and transfer under the credit risk retention rules as in effect on the closing date of this transaction will expire on and after the date that is the latest of (i) the date on which the aggregate principal balance of the mortgage loans has been reduced to 33% of the aggregate principal balance of the mortgage loans as of the Cut-off Date; (ii) the date on which the total unpaid principal obligations under the Certificates has been reduced to 33% of the aggregate total unpaid principal obligations under the Certificates as of the Closing Date; or (iii) two years after the Closing Date.

 

Notwithstanding any references in this term sheet to the credit risk retention rules, Regulation RR, the retaining sponsor and other risk retention related matters, in the event the credit risk retention rules and/or Regulation RR (or any relevant portion thereof) are repealed or determined by applicable regulatory agencies to be no longer applicable to this securitization transaction, none of the retaining sponsor or any other party will be required to comply with or act in accordance with the credit risk retention rules and/or Regulation RR (or such relevant portion thereof).

 

For additional information, see “Credit Risk Retention” in the Preliminary Prospectus.

 

EU Credit Risk Retention: The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Pricing Date: On or about June [12], 2019.
Closing Date: On or about June 27, 2019.
Cut-off Date: With respect to each mortgage loan, the related due date in June 2019, or with respect to any mortgage loan that has its first due date in July 2019, the date that would otherwise have been the related due date in June 2019.
Distribution Date: The 4th business day after the Determination Date in each month, commencing in July 2019.
Determination Date: 9th day of each month, or if the 9th day is not a business day, the next succeeding business day, commencing in July 2019.
Assumed Final Distribution Date: The Distribution Date in June 2029, which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date: The Distribution Date in June 2052.
Tax Treatment: The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.

 

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

 

(J.P.Morgan Logo)

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Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
Summary of Transaction Terms

 

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-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class R Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors (other than the Class R Certificates) 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 1% of 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. 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, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight and Thomson Reuters Corporation.
Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. REFER TO “RISK FACTORS” 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.

 

(J.P.Morgan Logo)

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Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
Collateral Characteristics

 

Loan Pool  
  Initial Pool Balance (“IPB”): $698,637,121
  Number of Mortgage Loans: 46
  Number of Mortgaged Properties: 135
  Average Cut-off Date Balance per Mortgage Loan: $15,187,764
  Weighted Average Current Mortgage Rate: 4.79423%
  10 Largest Mortgage Loans as % of IPB: 63.1%
  Weighted Average Remaining Term to Maturity: 112 months
  Weighted Average Seasoning: 3 months
     
Credit Statistics  
  Weighted Average UW NCF DSCR(1)(2): 1.79x
  Weighted Average UW NOI Debt Yield(1): 10.0%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(1)(3): 58.6%
  Weighted Average Maturity Date LTV(1)(3): 54.5%
     
Other Statistics  
  % of Mortgage Loans with Additional Debt: 39.3%
  % of Mortgaged Properties with Single Tenants: 8.2%
     
Amortization  
  Weighted Average Original Amortization Term(4): 355 months
  Weighted Average Remaining Amortization Term(4): 354 months
  % of Mortgage Loans with Interest-Only: 57.1%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 21.9%
  % of Mortgage Loans with Amortizing Balloon: 21.0%
     
Lockbox / Cash Management(5)  
  % of Mortgage Loans with In-Place, Hard Lockboxes: 80.9%
  % of Mortgage Loans with In-Place, Soft Lockboxes: 9.8%
  % of Mortgage Loans with Springing Lockboxes: 9.3%
  % of Mortgage Loans with In-Place Cash Management: 50.3%
  % of Mortgage Loans with Springing Cash Management: 49.7%
     
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 90.0%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 52.2%
  % of Mortgage Loans Requiring Monthly CapEx Reserves(6): 79.6%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(7): 77.9%
     
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 9, 13, 14, 20, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, 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. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).

(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.

(3)In the case of Loan Nos. 6, 11, 20 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)Excludes 30 mortgage loans that are interest-only for the entire term.

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

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

(7)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by retail, office and mixed use properties.

 

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

 

(J.P.Morgan Logo)

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Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
Collateral Characteristics

 

Mortgage Loan Seller

Number of
Mortgage Loans

Number of
Mortgaged
Properties

Aggregate
Cut-off Date
Balance

% of

IPB

LCM 18 81 $438,826,733 62.8%
JPMCB(1) 28 54 259,810,388 37.2   
Total 46 135 $698,637,121 100.0%
(1)In the case of Loan No. 6, the whole loan was co-originated by JPMCB and Societe Generale Financial Corporation. JPMCB will contribute promissory note A-9 with a Cut-off Date Balance of $35.0 million to this securitization.

 

Ten Largest Mortgage Loans
 
No. Loan Name Mortgage
Loan Seller
No.
of Prop.
Cut-off
Date
Balance
% of
IPB
SF / Units/
Rooms /
Beds
Property
Type
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield (1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
1 Brooklyn Renaissance Plaza LCM 1  $64,920,607 9.3% 289,180 Office 1.43x 8.9% 48.6% 39.2%
2 Hyde Park Multifamily Portfolio LCM 42  $60,000,000 8.6% 839 Multifamily 1.84x 8.8% 60.5% 60.5%
3 The Avenue LCM 1  $60,000,000 8.6% 394 Multifamily 1.82x 9.4% 50.0% 50.0%
4 3 Columbus Circle JPMCB 1  $50,000,000 7.2% 753,713 Office 2.91x 12.3% 45.4% 45.4%
5 Hampton Roads Office Portfolio LCM 22  $49,901,186 7.1% 1,322,003 Office 1.34x 10.4% 71.7% 60.3%
6 SWVP Portfolio JPMCB 4  $35,000,000 5.0% 1,192 Hotel 2.04x 11.9% 59.6% 59.6%
7 Terrace at Traverse Mountain LCM 1  $32,000,000 4.6% 117,097 Retail 1.75x 9.2% 58.2% 58.2%
8 Peppertree Plaza LCM 1  $31,850,000 4.6% 248,901 Retail 1.57x 10.7% 68.3% 61.7%
9 Vie Portfolio JPMCB 6  $29,000,000 4.2% 1,799 Multifamily 1.90x 9.9% 62.5% 62.5%
10 Gateway Center JPMCB 1  $28,350,000 4.1% 310,745 Office 1.70x 9.3% 69.7% 69.7%
                       
  Top 3 Total/Weighted Average 44 $184,920,607 26.5%     1.69x 9.0% 52.9% 49.6%
  Top 5 Total/Weighted Average 67 $284,821,793 40.8%     1.84x 9.8% 54.9% 50.7%
  Top 10 Total/Weighted Average 80 $441,021,793 63.1%     1.83x 10.0% 57.9% 54.8%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6 and 9, 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. 2, 3, 4 and 5, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).

(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.

(3)In the case of Loan No. 6, 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

 

Pari Passu Companion Loan Summary

 

Loan No. Mortgage
Loan
Note(s) Original
Balance ($)
Cut-off Date
Balance ($)
Holder of Note Lead
Servicer
for Whole
Loan (Y/N)
Master
Servicer
Under Lead Securitization
Special
Servicer Under Lead
Securitization
1 Brooklyn Renaissance Plaza Note A-1 $65,000,000 $64,920,607 JPMCC 2019-COR5 Y Midland Midland
  Note A-2 $25,000,000 $24,969,464 LCM N    
  Total $90,000,000 $89,890,072        

2

 

Hyde Park Multifamily Portfolio Note A-1 $60,000,000 $60,000,000 JPMCC 2019-COR5 Y Midland Midland
  Note A-2 $46,750,000 $46,750,000 LCM N    
  Total $106,750,000 $106,750,000        
4 3 Columbus Circle Note A-1-1, A-2-1 $75,000,000 $75,000,000 Benchmark 2019-B10 Y(2)    
    Note A-1-2-A $50,000,000 $50,000,000 JPMCC 2019-COR5 N    
    Note A-1-3, A-2-4 $100,000,000 $100,000,000 Benchmark 2019-B11(3) N    
    Note A-1-2-B, A-1-4, A-1-6, A-1-7, A-1-8 $142,500,000 $142,500,000 JPMCB N    
    Note A-1-5 $50,000,000 $50,000,000 CS N    
    Note A-2-2, A-2-3 $50,000,000 $50,000,000 CF 2019-CF1 N    
    Note A-2-5-A $12,500,000 $12,500,000 DBNY N    
    Note A-2-5-B $10,000,000 $10,000,000 CCRE N    
    Note B-1(1) $51,450,000 $51,450,000 Benchmark 2019-B10 Y(2) KeyBank LNR
    Note B-2(1) $53,550,000 $53,550,000 Benchmark 2019-B10 N    
    Total $595,000,000 $595,000,000        

5

 

Hampton Roads Office Portfolio Note A-1, A-5 $50,000,000 $49,901,186 JPMCC 2019-COR5 Y Midland Midland
  Note A-2, A-3, A-4, A-6 $83,000,000 $82,835,969 LCM N    
    Total $133,000,000 $132,737,155        

6

 

SWVP Portfolio Note A-1, A-3 $45,000,000 $45,000,000 BBCMS 2019-C3(4) Y Midland Midland
    Note A-2, A-4, A-5, A-6 $55,000,000 $55,000,000 Societe Generale N    
    Note A-7, A-8 $50,000,000 $50,000,000 Benchmark 2019-B11(3) N    
    Note A-9 $35,000,000 $35,000,000 JPMCC 2019-COR5 N    
    Note A-10 $15,000,000 $15,000,000 JPMCB N    
    Total $200,000,000 $200,000,000        

9

 

Vie Portfolio Note A-1 $29,000,000 $29,000,000 JPMCC 2019-COR5 Y Midland Midland
    Note A-2 $17,500,000 $17,500,000 Benchmark 2019-B10 N    
    Note A-3 $28,885,000 $28,885,000 JPMCB N    
    Total $75,385,000 $75,385,000        

13

 

ICON Upper East Side Portfolio Note A-1 $8,500,000 $8,500,000 JPMCC 2019-ICON UES Y Midland CWCapital
  Note A-2 $25,000,000 $25,000,000 JPMCC 2019-COR5 N    
    Note A-3 $25,000,000 $25,000,000 JPMCB N    
    Note B(1) $57,200,000 $57,200,000 JPMCC 2019-ICON UES N    
    Total $115,700,000 $115,700,000        

14

 

NOV Headquarters Note A-1 $20,000,000 $20,000,000 JPMCC 2019-COR5 Y Midland Midland
    Note A-2 $19,200,000 $19,200,000 LCM N    
    Total $39,200,000 $39,200,000        

20

 

Greenleaf at Howell Note A-1-A $10,000,000 $10,000,000 JPMCC 2019-COR5 N    
  Note A-1-B $10,000,000 $10,000,000 JPMCB N    
  Note A-2 $26,500,000 $26,500,000 Benchmark 2019-B11(3) Y Midland Rialto
    Total $46,500,000 $46,500,000        

Various(5)

 

ICON 18 Mortgage Loans(5) Notes A-1 $30,000,000 $30,000,000 JPMCC 2019-COR5 N    
  Notes A-2 $60,771,256 $60,771,256 JPMCC 2019-ICON Y Midland Situs
    Notes B(1) $83,928,744 $83,928,744 JPMCC 2019-ICON N    
    Total $174,700,000 $174,700,000        

(1)Each note represents a subordinate 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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Collateral Characteristics

 

(2)With respect to the 3 Columbus Circle Whole Loan, the initial controlling note is Note B-1, so long as no 3 Columbus Circle Control Appraisal Period has occurred and is continuing. If and for so long as a 3 Columbus Circle Control Termination Event has occurred and is continuing, then the controlling note will be the Note A-1-1. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 3 Columbus Circle Whole Loan” in the Preliminary Prospectus. The 3 Columbus Circle Whole Loan is serviced pursuant to the Benchmark 2019-B10 Pooling and Servicing Agreement.

(3)With respect to Loan Nos. 4, 6 and 20, Notes A-1-3, A-2-4, Notes A-7, A-8 and Note A-1, respectively, are expected to be contributed to the Benchmark 2019-B11 trust.

(4)With respect to Loan No. 6, Notes A-1 and A-3 are expected to be contributed to the BBCMS 2019-C3 trust.

(5)The ICON 18 mortgage loans are comprised of 18 separate uncrossed mortgage loans with the same borrower sponsor. Each of these mortgage loans are collectively referred to from time to time as the “ICON 18 Mortgage Loans”, and the related whole loans as the “ICON 18 Whole Loans”. Each ICON 18 Mortgage Loan is serviced pursuant to the JPMCC 2019-ICON pooling and servicing agreement. The Master Servicer Under Lead Securitization and the Special Servicer Under Lead Securitization applicable to each ICON 18 Mortgage Loan is Midland Loan Services, a Division of PNC Bank, National Association and Situs Holdings, LLC, respectively. In addition, the Original Balance ($) and Cut-off Date Balance ($) represents the related ICON 18 Mortgage Loan notes in the aggregate. The Holder of Note set forth above reflects the current holder of each ICON Mortgage Loan Note A-1, Note A-2 and Note B, as applicable. Please see “Additional Debt Summary” below for more information.

 

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

 

Additional Debt Summary

 

No.

Loan Name

Trust
Cut-off Date
Balance

Subordinate
Debt Cut-off
Date
Balance(1)

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)

Total
Debt
Cut-off
Date
LTV

Mortgage
Loan UW
NOI Debt
Yield(2)

Total
Debt
UW NOI Debt
Yield

2 Hyde Park Multifamily Portfolio $60,000,000 $15,250,000 $122,000,000 1.84x 1.49x 60.5% 69.2% 8.8% 7.7%
3 The Avenue $60,000,000 $25,680,000 $85,680,000 1.82x 1.11x 50.0% 71.4% 9.4% 6.6%
4 3 Columbus Circle $50,000,000 $105,000,000 $595,000,000 2.91x 2.40x 45.4% 55.1% 12.3% 10.2%
5 Hampton Roads Office Portfolio $49,901,186 $19,960,474 $152,697,629 1.34x 1.11x 71.7% 82.5% 10.4% 9.0%
13 ICON Upper East Side Portfolio $25,000,000 $57,200,000 $115,700,000 2.63x 1.33x 29.1% 57.5% 12.2% 6.2%
28 ICON 18 - 320-324 West 14th Street $3,819,049 $8,644,670 $20,200,000 2.35x 1.34x 37.2% 65.0% 12.6% 7.2%
29 ICON 18 - 446-450 West 19th Street $3,170,508 $9,706,968 $19,300,000 2.32x 1.15x 30.6% 61.7% 12.4% 6.2%
30 ICON 18 - 57-59 Second Avenue $3,042,033 $8,955,696 $18,160,000 2.33x 1.18x 28.5% 56.2% 12.6% 6.4%
31 ICON 18 - 43 West 27th Street $2,972,307 $8,506,667 $17,500,000 2.34x 1.20x 28.2% 54.9% 12.6% 6.5%
32 ICON 18 - 59-61 East 3rd Street $2,266,072 $6,408,526 $13,265,000 2.28x 1.18x 27.4% 53.1% 12.3% 6.4%
34 ICON 18 - 808 Lexington Avenue $1,742,703 $4,052,089 $9,325,000 2.35x 1.33x 37.1% 65.7% 12.6% 7.1%
35 ICON 18 - 1384 First Avenue $1,623,750 $4,687,006 $9,600,000 2.49x 1.28x 29.1% 56.8% 13.5% 6.9%
36 ICON 18 - 329 Union Street $1,385,894 $3,931,689 $8,125,000 2.39x 1.23x 34.9% 67.7% 12.9% 6.6%
37 ICON 18 - 350 East 13th Street $1,349,016 $4,003,272 $8,085,000 2.36x 1.19x 32.7% 64.7% 12.6% 6.4%
38 ICON 18 - 358 & 362 11th Street $1,318,637 $3,835,187 $7,825,000 2.38x 1.21x 30.0% 58.8% 12.8% 6.5%
39 ICON 18 - 610 East 9th Street $1,249,447 $3,719,537 $7,500,000 2.35x 1.18x 28.6% 56.8% 12.7% 6.4%
40 ICON 18 - 316 West 14th Street $1,228,744 $3,582,180 $7,300,000 2.25x 1.15x 34.4% 67.6% 12.2% 6.2%
41 ICON 18 - 402 East 12th Street $1,207,464 $3,571,565 $7,225,000 2.34x 1.18x 30.7% 60.7% 12.7% 6.4%
42 ICON 18 - 42 Sidney Place $1,055,674 $3,205,837 $6,400,000 2.38x 1.19x 30.4% 61.0% 12.8% 6.4%
43 ICON 18 - 522 East 5th Street $815,544 $2,432,401 $4,900,000 2.37x 1.19x 27.1% 53.8% 12.9% 6.5%
44 ICON 18 - 106 Bedford Avenue $698,956 $1,935,164 $4,050,000 2.48x 1.30x 34.1% 65.3% 13.3% 7.0%
45 ICON 18 - 295 DeGraw Street $548,322 $1,615,936 $3,275,000 2.46x 1.25x 29.6% 58.5% 13.3% 6.7%
46 ICON 18 - 413 South 5th Street $505,879 $1,134,356 $2,665,000 2.33x 1.34x 35.6% 62.0% 12.5% 7.2%
(1)In the case of Loan Nos. 2, 3 and 5, Subordinate Debt Cut-off Date Balance represents one or more mezzanine loans. In the case of Loan Nos. 4, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loans.

(2)In the case of Loan Nos. 2, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield and Cut-off Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield and Cut-off Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).

(3)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G 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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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)
Office CBD 3 $143,270,607 20.5% 92.0% 2.00x 10.2% 51.7% 47.4%
  Suburban 26 124,901,186 17.9    93.5% 1.45x 9.5% 69.5% 61.4%
  Subtotal: 29 $268,171,793 38.4% 92.7% 1.75x 9.9% 60.0% 53.9%
                   
Multifamily Garden 35 $112,284,976 16.1% 94.2% 1.81x 9.2% 55.3% 55.2%
  Mid-Rise 34 47,294,443 6.8  98.4% 2.30x 11.2% 40.0% 40.0%
  Student Housing 6 39,078,891 5.6  91.2% 1.72x 9.7% 66.2% 61.7%
  Subtotal: 75 $198,658,310 28.4% 94.6% 1.91x 9.8% 53.8% 52.8%
                   
Retail Anchored 5 $112,650,000 16.1% 93.0% 1.54x 9.8% 67.6% 61.5%
  Freestanding 1 7,600,000 1.1  100.0%   1.72x 9.2% 62.3% 62.3%
  Subtotal: 6 $120,250,000 17.2% 93.5% 1.56x 9.8% 67.2% 61.5%
                   
Mixed Use Retail/Office 3 $29,300,000  4.2% 91.0% 1.45x 9.6% 69.2% 62.9%
  Multifamily/Retail 11 22,149,118 3.2   97.1% 2.40x 12.5% 31.3% 31.3%
  Multifamily/Office 1 1,296,456 0.2   100.0%   2.63x 12.2% 29.1% 29.1%
  Subtotal: 15 $52,745,574  7.5% 93.8% 1.88x 10.9% 52.3% 48.8%
                   
Hotel Full Service 4 $35,000,000 5.0% 80.2% 2.04x 11.9% 59.6% 59.6%
  Subtotal: 4 $35,000,000 5.0% 80.2% 2.04x 11.9% 59.6% 59.6%
                   
Manufactured Housing Manufactured Housing 3 $18,029,940 2.6% 98.1% 1.56x 10.2% 55.3% 45.6%
  Subtotal: 3 $18,029,940 2.6% 98.1% 1.56x 10.2% 55.3% 45.6%
                   
Other Parking 3 $5,781,504 0.8% 100.0%   2.61x 14.3% 43.2% 43.2%
  Subtotal: 3 $5,781,504 0.8% 100.0%   2.61x 14.3% 43.2% 43.2%
  Total / Weighted Average: 135 $698,637,121 100.0%    93.0% 1.79x 10.0% 58.6% 54.5%
(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, 4, 5, 6, 9, 13, 14, 20, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, 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. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).

(3)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.

(4)In the case of Loan Nos. 6, 11, 20 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

 

(GRAPHICS) 

 

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)
New York 40 $173,577,104 24.8% 94.2% 2.20x 11.0% 42.2% 38.7%
Florida 6 119,020,329 17.0 94.0% 1.75x 10.0% 58.3% 56.0%
Illinois 43 66,500,000 9.5 94.5% 1.79x 8.9% 60.8% 60.3%
Utah 2 57,750,000 8.3 89.7% 1.50x 9.1% 65.5% 59.2%
Virginia 22 49,901,186 7.1 91.9% 1.34x 10.4% 71.7% 60.3%
California 4 41,100,655 5.9 96.6% 1.65x 9.7% 59.8% 55.3%
Texas 3 39,521,154 5.7 96.5% 1.63x 8.8% 69.4% 64.9%
North Carolina 3 38,272,500 5.5 87.7% 1.79x 10.0% 67.1% 67.1%
Nebraska 1 26,500,000 3.8 91.2% 1.43x 9.9% 73.8% 64.9%
Oregon 2 21,404,285 3.1 93.6% 1.49x 9.5% 65.3% 58.3%
Louisiana 1 18,602,500 2.7 78.7% 2.04x 11.9% 59.6% 59.6%
Idaho 1 12,300,000 1.8 93.8% 1.47x 10.3% 75.0% 63.1%
New Jersey 1 10,000,000 1.4 100.0%   1.20x 8.3% 69.5% 60.3%
Alabama 1 7,890,031 1.1 86.0% 1.90x 9.9% 62.5% 62.5%
Colorado 1 4,650,000 0.7 96.5% 1.36x 9.3% 69.9% 65.8%
Missouri 1 3,700,000 0.5 100.0%   2.65x 14.6% 42.3% 42.3%
Michigan 1 3,623,798 0.5 85.1% 1.90x 9.9% 62.5% 62.5%
Pennsylvania 1 2,523,579 0.4 92.1% 1.90x 9.9% 62.5% 62.5%
Tennessee 1 1,800,000 0.3 100.0%   2.65x 14.6% 42.3% 42.3%
Total / Weighted Average 135 $698,637,121 100.0% 93.0% 1.79x 10.0% 58.6% 54.5%
(1)Because this table represents information relating to the mortgaged properties and not mortgage loans, the information for the mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 4, 5, 6, 9, 13, 14, 20, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, 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. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).

(3)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.

(4)In the case of Loan Nos. 6, 11, 20 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 2019-COR5
 
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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
$505,879  - $9,999,999 26 $79,854,940     11.4% 5.17572% 86 1.92x 11.3% 49.3% 45.7%
$10,000,000  - $19,999,999 6 80,510,388    11.5 4.74542% 119 1.50x 9.4% 68.1% 60.9%
$20,000,000  - $24,999,999 1 20,000,000      2.9 4.63000% 118 1.71x 8.2% 68.8% 68.8%
$25,000,000  - $49,999,999 9 283,351,186    40.6 4.96901% 112 1.70x 10.3% 63.9% 59.0%
$50,000,000  - $64,920,607 4 234,920,607    33.6 4.48444% 117 1.95x 9.7% 51.3% 48.7%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
3.91400%  - 4.41400% 3 $127,420,607       18.2% 4.19733% 118 2.04x 10.4% 48.7% 43.4%
4.41401%  - 4.91400% 9 239,625,000    34.3 4.69070% 111 1.76x   9.6% 61.5% 58.6%
4.91401%  - 5.38200% 34 331,591,514    47.5 5.09841% 110 1.71x 10.2% 60.4% 55.9%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
60 21 $65,150,000        9.3% 4.97182% 57 2.41x 12.4% 34.2% 33.9%
120 24 607,737,121   87.0 4.76380% 117 1.74x   9.8% 60.5% 56.5%
123 1 25,750,000      3.7 5.06300% 118 1.20x   8.9% 74.6% 60.4%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
55  - 84 21 $65,150,000        9.3% 4.97182% 57 2.41x 12.4% 34.2% 33.9%
85  - 119 23 604,237,121    86.5 4.78452% 117 1.72x    9.8% 61.1% 56.5%
120  - 120 2 29,250,000      4.2 4.59915% 120 1.70x    9.6% 61.6% 59.2%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x    10.0% 58.6% 54.5%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 9, 13, 14, 20, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, 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. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).
(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.
(3)In the case of Loan Nos. 6, 11, 20 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 2019-COR5
 
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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 30 $399,200,000       57.1% 4.76201% 108 2.06x 10.3% 53.6% 53.6%
300 1 25,750,000     3.7 5.06300% 118 1.20x   8.9% 74.6% 60.4%
360 15 273,687,121    39.2 4.81593% 117 1.45x   9.8% 64.4% 55.3%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 30 $399,200,000       57.1% 4.76201% 108 2.06x 10.3% 53.6% 53.6%
300 - 359 7 172,337,121    24.7 4.86958% 118 1.38x   9.5% 61.8% 50.8%
360 - 360 9 127,100,000    18.2 4.79323% 116 1.49x 10.0% 69.9% 62.4%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

Amortization Types

 

       

Weighted Average

Amortization Types Number of
Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 30 $399,200,000       57.1% 4.76201% 108 2.06x 10.3% 53.6% 53.6%
IO-Balloon 10 152,850,000    21.9 4.83868% 116 1.44x   9.8% 70.7% 62.0%
Balloon 6 146,587,121    21.0 4.83561% 118 1.41x   9.6% 59.6% 49.1%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
1.20x - 1.49x 10 $229,482,181       32.8% 4.83064% 117 1.37x  9.4% 65.5% 55.3%
1.50x - 1.75x 10 162,154,940    23.2 4.90676% 117 1.66x  9.5% 64.4% 61.6%
1.76x - 2.00x 4 161,500,000    23.1 4.80657% 116 1.84x  9.4% 57.1% 56.7%
2.01x - 2.25x 2 36,228,744      5.2 4.96824% 117 2.05x 11.9% 58.7% 58.7%
2.26x - 2.50x 17 28,771,256      4.1 5.25420%   55 2.36x 12.7% 31.3% 31.3%
2.51x - 2.75x 2 30,500,000      4.4 4.65905%   59 2.63x 12.6% 31.5% 31.5%
2.76x - 2.91x 1 50,000,000      7.2 3.91400% 117 2.91x 12.3% 45.4% 45.4%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 9, 13, 14, 20, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, 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. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).
(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.
(3)In the case of Loan Nos. 6, 11, 20 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 2019-COR5
 
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
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
27.1%  - 37.1% 18 $51,180,951     7.3% 4.88551%   57 2.49x 12.4% 29.9% 29.9%
37.2%  - 47.1% 3 59,319,049   8.5 4.13677% 107 2.85x 12.5% 44.6% 44.6%
47.2%  - 69.9% 19 452,375,547 64.8 4.79017% 117 1.70x   9.5% 59.3% 56.5%
70.0%  - 75.0% 6 135,761,574 19.4 5.06061% 118 1.36x   9.9% 73.2% 61.7%
Total / Weighted Average: 46 $698,637,121 100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

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

 

       

Weighted Average

Range of
Maturity Date LTVs
Number of
Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
27.1%  - 49.9% 25 $193,450,547       27.7% 4.50306%  99 2.16x 11.1% 43.0% 39.0%
50.0%  - 54.9% 1 60,000,000     8.6 4.99243% 115 1.82x   9.4% 50.0% 50.0%
55.0%  - 59.9% 4 86,000,000    12.3 4.84756% 118 1.84x 10.6% 59.8% 58.6%
60.0%  - 69.7% 16 359,186,574    51.4 4.90517% 117 1.57x   9.5% 68.2% 62.7%
Total / Weighted Average: 46 $698,637,121    100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

Prepayment Protection

 

       

Weighted Average

Prepayment Protection Number of
Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Defeasance 20 $502,275,547       71.9% 4.69473% 117 1.80x   9.8% 58.4% 55.0%
Yield Maintenance 25 169,861,574    24.3 5.10314%  96 1.81x 10.7% 56.8% 51.4%
Defeasance or Yield Maintenance 1 26,500,000      3.8 4.70000% 119 1.43x   9.9% 73.8% 64.9%
Total / Weighted Average: 46 $698,637,121      100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%

 

Loan Purpose

 

       

Weighted Average

Loan Purpose Number of
Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Refinance 35 $424,335,935       60.7% 4.68097% 109 1.88x 10.2% 54.8% 50.7%
Acquisition 11 274,301,186    39.3 4.96944% 117 1.64x   9.8% 64.6% 60.4%
Total / Weighted Average: 46 $698,637,121      100.0% 4.79423% 112 1.79x 10.0% 58.6% 54.5%
(1)In the case of Loan Nos. 1, 2, 4, 5, 6, 9, 13, 14, 20, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, 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. 2, 3, 4, 5, 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).
(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus.
(3)In the case of Loan Nos. 6, 11, 20 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 2019-COR5
 
Collateral Characteristics

 

Previous Securitization History(1)

 

  No. Property Name Cut-off Date Principal
Balance

% of

IPB

Location Property
Type
Previous
Securitization
4 3 Columbus Circle $50,000,000 7.2% New York, NY Office CGCMT 2015-GC29
9.03 University View   $5,520,329 0.8% Boca Raton, FL Multifamily UBSC 2011-C1
9.04 Colonie   $3,656,497 0.5% Amherst, NY Multifamily JPMBB 2015-C30
9.05 Hillcrest Oakwood   $3,623,798 0.5% Big Rapids, MI Multifamily JPMBB 2015-C30
9.06 Southgate   $2,523,579 0.4% State College, PA Multifamily JPMBB 2015-C30
26.01 St. Louis Shoe Surface Lot   $3,700,000 0.5% St. Louis, MO Other COMM 2014-UBS2
26.02 Memphis Poplar Surface Lot   $1,800,000 0.3% Memphis, TN Other COMM 2014-UBS2
(1)The table above represents the properties for which the previously existing debt was securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

 

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 2019-COR5
 
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(1)

UW NOI
Debt Yield(1)

Cut-off
Date LTV(1)

Maturity
Date
LTV(1)

13 ICON Upper East Side Portfolio New York, NY $25,000,000 3.6% $25,000,000 37.6% 60 59 2.63x 12.2% 29.1% 29.1%
26 St. Louis & Memphis Parking Portfolio Various 5,500,000 0.8 5,500,000 8.3 60 57 2.65x 14.6% 42.3% 42.3%
27 Macon 57 Portfolio Aurora, CO 4,650,000 0.7 4,378,657 6.6 60 58 1.36x 9.3% 69.9% 65.8%
28 ICON 18 - 320-324 West 14th Street New York, NY 3,819,049 0.5 3,819,049 5.7 60 55 2.35x 12.6% 37.2% 37.2%
29 ICON 18 - 446-450 West 19th Street New York, NY 3,170,508 0.5 3,170,508 4.8 60 55 2.32x 12.4% 30.6% 30.6%
30 ICON 18 - 57-59 Second Avenue New York, NY 3,042,033 0.4 3,042,033 4.6 60 55 2.33x 12.6% 28.5% 28.5%
31 ICON 18 - 43 West 27th Street New York, NY 2,972,307 0.4 2,972,307 4.5 60 55 2.34x 12.6% 28.2% 28.2%
32 ICON 18 - 59-61 East 3rd Street New York, NY 2,266,072 0.3 2,266,072 3.4 60 55 2.28x 12.3% 27.4% 27.4%
34 ICON 18 - 808 Lexington Avenue New York, NY 1,742,703 0.2 1,742,703 2.6 60 55 2.35x 12.6% 37.1% 37.1%
35 ICON 18 - 1384 First Avenue New York, NY 1,623,750 0.2 1,623,750 2.4 60 55 2.49x 13.5% 29.1% 29.1%
36 ICON 18 - 329 Union Street Brooklyn, NY 1,385,894 0.2 1,385,894 2.1 60 55 2.39x 12.9% 34.9% 34.9%
37 ICON 18 - 350 East 13th Street New York, NY 1,349,016 0.2 1,349,016 2.0 60 55 2.36x 12.6% 32.7% 32.7%
38 ICON 18 - 358 & 362 11th Street Brooklyn, NY 1,318,637 0.2 1,318,637 2.0 60 55 2.38x 12.8% 30.0% 30.0%
39 ICON 18 - 610 East 9th Street New York, NY 1,249,447 0.2 1,249,447 1.9 60 55 2.35x 12.7% 28.6% 28.6%
40 ICON 18 - 316 West 14th Street New York, NY 1,228,744 0.2 1,228,744 1.8 60 55 2.25x 12.2% 34.4% 34.4%
41 ICON 18 - 402 East 12th Street New York, NY 1,207,464 0.2 1,207,464 1.8 60 55 2.34x 12.7% 30.7% 30.7%
42 ICON 18 - 42 Sidney Place Brooklyn, NY 1,055,674 0.2 1,055,674 1.6 60 55 2.38x 12.8% 30.4% 30.4%
43 ICON 18 - 522 East 5th Street New York, NY 815,544 0.1 815,544 1.2 60 55 2.37x 12.9% 27.1% 27.1%
44 ICON 18 - 106 Bedford Avenue Brooklyn, NY 698,956 0.1 698,956 1.1 60 55 2.48x 13.3% 34.1% 34.1%
45 ICON 18 - 295 DeGraw Street Brooklyn, NY 548,322 0.1 548,322 0.8 60 55 2.46x 13.3% 29.6% 29.6%
46 ICON 18 - 413 South 5th Street Brooklyn, NY 505,879 0.1 505,879 0.8 60 55 2.33x 12.5% 35.6% 35.6%
Total / Weighted Average:   $65,150,000 9.3% $64,878,657 97.7% 60 57 2.41x 12.4% 34.2% 33.9%
(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 exists or 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 Nos. 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loans. In the case of Loan Nos. 13, 28, 29, 30, 31, 32, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

 

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 2019-COR5
 
Structural Overview

 

■    Accrual:  

Each Class of Certificates (other than the Class R Certificates) will accrue interest on a 30/360 basis. The Class R Certificates will not accrue interest.

 

■    Distribution of Interest:  

On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R) 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-D 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-RR, Class F-RR, Class G-RR and Class H-RR 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-RR, Class F-RR, Class G-RR and Class H-RR 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 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 weighted average of the pass through rates on the Class B and Class C 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-D Certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage 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 D Certificates for the related Distribution Date.

 

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 will be distributed, up to the Available Funds:

 

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 F 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, 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-RR, Class F-RR, Class G-RR and Class H-RR Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.

 

On any Distribution Date on or after the Cross-Over Date, payments in respect of principal will be distributed, up to the Available Funds, 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 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 “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-RR, Class F-RR, Class G-RR, and Class H-RR 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-D 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 aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class B and Class C Certificates and the notional amount of the Class X-D Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class D Certificates.

 

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

 

   Yield Maintenance / Fixed Penalty Allocation:   For purposes of the distribution of Yield Maintenance Charges on any Distribution Date any Yield Maintenance Charges collected in respect of the mortgage loans will be allocated pro rata among five 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, Class C and Class X-B Certificates (“YM Group B”), (c) the Class X-D and Class D Certificates (“YM Group D”) and (d) the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates (“YM Group RR”). As among the Classes of Certificates in each YM Group, other than the YM Group RR, 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 to
the related YM Group
(Mortgage Rate on Loan – Discount Rate)

 

   

As among the Classes of Certificates in the YM Group RR, each Class of Certificates in such YM Group 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 to the related YM Group

 

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

 

■   Realized Losses:  

On each Distribution Date, losses on the mortgage loans will be allocated first to the Class H-RR, Class G-RR, Class F-RR, Class E-RR, 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-D 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-D Certificates, respectively.

 

Losses on each Whole Loan will be allocated first, to any 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.

 

See “Description of the Certificates—Subordination; Allocation of Realized Losses” 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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■    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 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 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 the sum of (a) 90% of the appraised value of the related mortgaged property, (b) the amount of any escrows, letters of credit and reserves and (c) all insurance and casualty proceeds and condemnation awards that are collateral for the related mortgage loan.

 

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 Amount that is allocated to a mortgage loan is 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) beginning with the Class H-RR Certificates for certain purposes, including certain voting rights, the determination of the controlling class and the determination of an Operating Advisor Consultation Event. 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 H-RR Certificates; second, to the Class G-RR Certificates; third, to the Class F-RR Certificates; fourth, to the Class E-RR Certificates; fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, 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 Whole Loan, the Appraisal Reduction Amount is notionally allocated, first, to any related serviced subordinate companion loan(s), then pro rata, between the related mortgage loan and any related serviced pari passu companion loan(s), based upon 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

 

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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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.

 

■    Whole Loans:  

27 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 all of the Whole Loans, referred to as the “Brooklyn Renaissance Plaza Whole Loan”, the “Hyde Park Multifamily Portfolio Whole Loan”, the “3 Columbus Circle Whole Loan”, the “Hampton Roads Office Portfolio Whole Loan”, the “SWVP Portfolio Whole Loan”, the “Vie Portfolio Whole Loan”, theICON Upper East Side Portfolio Whole Loan”, the “NOV Headquarters Whole Loan”, the “Greenleaf at Howell Whole Loan” and the “ICON 18 Whole Loans”, 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 3 Columbus Circle Whole, the ICON Upper East Side Portfolio Whole Loan and the ICON 18 Whole Loans, one or more related Companion Loans are subordinate in right of payment to the related mortgage loan and any related Pari Passu Companion Loans (these Companion Loans are also referred to as the “Subordinate Companion Loans”).

 

The 3 Columbus Circle Whole Loan, the SWVP Portfolio Whole Loan, the ICON Upper East Side Portfolio Whole Loan, the Greenleaf at Howell Whole Loan and each of the ICON 18 Whole Loans (each a “Non-Serviced Whole Loan”), are being serviced and administered pursuant to the applicable trust and servicing agreement or pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

 

■    Highlighted Servicing Provisions:  

The following are certain servicing provisions of note:

 

A mortgage loan may become a specially serviced loan as a result of an imminent or reasonably foreseeable default only if the Master Servicer determines such default is not likely to be cured by the related borrower within 60 days.  However, if the Special Servicer believes an imminent default exists and the Master Servicer does not transfer the mortgage loan to special servicing, it is entitled to request the Master Servicer deliver an explanation in the form of an officer’s certificate to the Depositor and the Special Servicer setting forth its determination and the related reasoning.

 

A mortgage loan will not become a specially serviced loan for up to 120 days in circumstances where the related borrower does not make its balloon payment at maturity upon satisfaction of certain conditions, including that the borrower has, prior to such maturity date, provided documentation from an acceptable lender, including, without limitation, 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 to the Master Servicer evidencing an expected refinancing of the mortgage loan or sale of the related mortgaged property.

 

In order to streamline the servicing and administration of the mortgage loans with the goal of reducing the amount of time a CMBS borrower has to wait for certain approvals from the lender, “major decisions” will be administered solely by the Special Servicer, thereby reducing the number of parties involved in the approval process. Under these updated terms, the Special Servicer will be directly responsible for obtaining the consent of the Directing Certificateholder for “major decisions” involving all mortgage loans, rather than requiring the Master Servicer’s involvement in the approval process for Non-Specially Serviced Loans. In prior CMBS transactions, the master servicer would commonly prepare a recommendation related to a particular approval and be required to obtain the consent of the special servicer (who, in turn, would commonly be required to obtain the consent of the Directing Certificateholder before providing its consent to the master servicer) prior to taking any action with respect to that “major decision”.

 

In addition, certain revisions have been incorporated in the scope of the “major decisions” in the Preliminary Prospectus, that limit the involvement of the Directing Certificateholder in (1) the replacement of the related property management company, (2) the approval of releases of certain performance escrows and earnouts, and (3) the consent to modifications of any

 

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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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 (other than the Class R Certificates), in sequential order. Any liquidation proceeds remaining after such applications will be distributed to the Class R Certificates.

 

■    Sale of Defaulted Loans and REO Properties:  

The Special Servicer is required to solicit offers for any defaulted loan (other than a non-serviced mortgage loan) in such a manner as will be reasonably likely to maximize the value of the defaulted loan on a net present value basis, 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 Companion Loans, as a collective whole, taking into account the pari passu or subordinate nature of such Serviced Companion Loans), on a net present value basis. Additionally, the Special Servicer may offer to sell any REO property if, and when, the Special Servicer determines that such a sale would be in the best economic interest of the issuing entity and the holders of any related 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 and the special servicer will be entitled to a liquidation fee to the same extent that the special servicer would be entitled to such liquidation fee had such non-serviced mortgage loan been a serviced mortgage loan.

 

The Special Servicer is required to accept a 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 Companion Loans, if any, and the prices will be adjusted accordingly.

 

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

 

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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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.

 

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 loan) for such defaulted loan or REO property, if the highest offeror is a person other than 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 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 loan or REO property. An “Interested Person” is any person that is (i) a party to the Pooling and Servicing Agreement, the Directing Certificateholder, any sponsor, any Borrower Party, any independent contractor engaged by the Special Servicer, any holder of a mezzanine loan (but only with respect to the related mortgage loan) or any known affiliate of any such person or, (ii) with respect to a defaulted whole loan, the depositor, the master servicer, the special servicer (or independent contractor engaged by such special servicer) or the trustee for any securitization that includes a related Companion Loan and each holder of any related Companion Loan, or any known affiliate of any such person.

 

The Special Servicer is not required to accept the highest 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), and may accept a lower offer (so long as such lower offer was not made by the Special Servicer or any of its affiliates) if it determines that acceptance of such lower 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).

 

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 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 2019-COR5 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-RR, F-RR, G-RR and H-RR.
     
■     Control Rights:   The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be with respect to each mortgage loan the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class

 

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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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 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 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.

 

A “Borrower Party” means a borrower, a mortgagor, a manager of a mortgaged property, 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, or a holder of a preferred equity interest under a mortgage loan that has exercised its remedies under the operating agreement to remove and replace the manager of the borrower.

 

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 holders of the related Companion Loans pursuant to the related intercreditor agreement.

 

With respect to any Non-Serviced 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 or the holder of the related controlling Companion Loan, as applicable.

 

     Directing Certificateholder:  

LoanCore Capital Markets LLC, or one of its affiliates, 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 date 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; provided that if at any time the Certificate 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 Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class H-RR 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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    Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”.
     
■    Control Termination Event:  

A “Control Termination Event” will occur when the Class E-RR 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, is equal to the sum of (i) with respect to any mortgage loan, 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 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 a 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 and 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.

 

   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.

 

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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    Operating Advisor Consultation Event:   An “Operating Advisor Consultation Event” will occur when the Certificate Balances of the Class E-RR, Class F-RR, Class G-RR and Class H-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the initial Certificate Balances of such classes in the aggregate.
    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 Appraised-Out 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 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. With respect to each mortgage loan (other than a non-serviced mortgage loan) or Serviced Whole Loan, the Operating Advisor will be responsible for:

 

●    reviewing the actions of the Special Servicer with respect to any Specially Serviced Loan;

 

●    reviewing (i) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s website and (ii) each Final Asset Status Report;

 

●   recalculating and reviewing for accuracy and consistency with the Pooling and Servicing Agreement the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with 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; and

 

●    preparing an annual report (if any mortgage loan (other than any non-serviced mortgage loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or an Operating Advisor Consultation Event occurred during the prior calendar year) that sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event, with respect to Major Decisions on Non-Specially Serviced Loans) during the prior calendar year on a “trust-level basis”. The Operating Advisor will identify (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply with and (2) any material deviations from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any non-serviced mortgage loan). In preparing any Operating Advisor Annual Report, the Operating Advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.

 

 

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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With respect to each mortgage loan (other than any non-serviced mortgage loan) or Serviced Whole Loan, after the Operating Advisor has received notice that an Operating Advisor Consultation Event has occurred and is continuing, in addition to the duties described above, the Operating Advisor will be required to perform the following additional duties:

●    to consult (on a non-binding basis) with the Special Servicer in respect of Asset Status Reports and

 

●    to consult (on a non-binding basis) with the Special Servicer with respect to Major Decisions processed by the Special Servicer or for which the consent of the Special Servicer is required.

 

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) 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 and (2) the replacement of the Special Servicer would be in the best interest of the certificateholders as a collective whole, then, 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 Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders (which, for this purpose, is the holders of Principal Balance Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or certificate owners that are not affiliated with each other). In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive 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 S&P, 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 S&P, 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 operating advisor in its capacity as special servicer or operating advisor on such commercial mortgage-backed securities transaction 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 or risk retention 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 any securitization that includes 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 hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; (E) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and that 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 and (F) that does not directly or indirectly, through one or more affiliates or otherwise, own or have derivative exposure in any interest in any certificates, any mortgage loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to 

 

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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    which the PSA relates, other than in fees from its role as operating advisor and asset representations reviewer (to the extent it also acts as the asset representations reviewer).
     
    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 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 Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any delinquent mortgage loan until an additional mortgage loan becomes a Delinquent Loan, an Asset Review Trigger occurs as a result or is otherwise in effect, another Asset Review Vote Election is made and a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of such Asset Review Vote Election.

 

    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, (ii) payment by such holders to the Certificate Administrator of the reasonable fees and out-of-pocket expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) receipt by the trustee of the Rating Agency Confirmation with respect to such removal, the Certificate Administrator will promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its website, and by mailing 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.

 

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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    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 at any time, with or without cause by the Directing Certificateholder.

 

If the Special Servicer obtains knowledge that it is a Borrower Party with respect to any mortgage loan (other than the Non-Serviced Mortgage Loans) 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 controlling class certificateholders or the Directing Certificateholder on their behalf will be required to select 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.

 

The Operating Advisor may also recommend the replacement of the Special Servicer at any time as described in “Operating Advisor” 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 Principal Balance Certificates evidencing not less than 25% of the Voting Rights of the Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Principal Balance Certificates) 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 notice of such direction on its website and by mail, and 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 Principal Balance Certificates evidencing at least 50% 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 Principal Balance Certificates on an aggregate basis.

 

With respect to each of the Serviced Whole Loan, subject to the related intercreditor agreement, 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. 

 

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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    With respect to any Non-Serviced Whole Loan, subject to the related intercreditor agreement, the JPMCC 2019-COR5 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 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, as 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 “Pooling and Servicing Agreement—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  

 

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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    binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the Pooling and Servicing Agreement.
     
     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 2019-COR5

 

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 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, processing 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, as applicable, over (ii) all unpaid or unreimbursed additional expenses described in the Preliminary Prospectus (excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the issuing entity 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 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 (other than all assumption fees, assumption application fees, consent fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

 

A “Workout Fee” will generally be payable with respect to each corrected 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 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

 

 

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

 

   

$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, unless prohibited under the related intercreditor agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior 18 months of the related modification, waiver, extension or 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 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 loan will be payable at in an amount equal to the lesser of (i) a rate of 1.00% of the liquidation proceeds (exclusive of default interest) (or, if such rate would result in an aggregate liquidation fee of less than $25,000, then the rate will be equal to such higher rate as would result in an aggregate liquidation fee equal to $25,000) and (ii) $1,000,000.

 

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.

 

See “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.

    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;

 

■    SEC EDGAR filings; and

 

■    risk retention.

 

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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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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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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Brooklyn Renaissance Plaza

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $65,000,000   Title: Leasehold
Cut-off Date Principal Balance(1): $64,920,607   Property Type - Subtype: Office – CBD
% of Pool by IPB: 9.3%   Net Rentable Area (SF): 289,180
Loan Purpose: Refinance   Location: Brooklyn, NY
Borrower: Brooklyn Renaissance Plaza II LLC   Year Built / Renovated: 1998 / 2019
Sponsor: Joshua L. Muss   Occupancy(3): 88.5%
Interest Rate: 4.39000%   Occupancy Date(3): 1/28/2019
Note Date: 4/11/2019   Number of Tenants(3): 10
Maturity Date: 5/6/2029   2016 NOI: $6,770,519
Interest-only Period: None   2017 NOI: $6,528,395
Original Term: 120 months   2018 NOI: $7,356,524
Original Amortization: 360 months   TTM NOI: N/A
Amortization Type: Balloon   UW Economic Occupancy: 88.4%
Call Protection(2): L(25),Def(91),O(4)   UW Revenues: $14,691,541
Lockbox / Cash Management: Hard / In Place   UW Expenses: $6,697,245
Additional Debt: Yes   UW NOI: $7,994,296
Additional Debt Balance(1): $24,969,464   UW NCF: $7,745,455
Additional Debt Type(1): Pari Passu   Appraised Value / Per SF: $185,000,000 / $640
      Appraisal Date: 12/11/2018
         

 

Escrows and Reserves(4)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:                      $311  
Taxes:  $850,000 $150,000 N/A   Maturity Date Loan / SF:                    $251  
Insurance: $95,000 $12,000 N/A   Cut-off Date LTV: 48.6%  
Replacement Reserves: $0 $6,017 $216,612   Maturity Date LTV: 39.2%  
TI/LC: $3,360,261 $36,102 $1,299,672   UW NCF DSCR: 1.43x  
Other: $39,128 1/12 of N/A   UW NOI Debt Yield: 8.9%  
    Ground Rent          
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total    
Whole Loan(1) $90,000,000   100.0%   Return of Equity(5) $73,068,982 81.2%
        Closing Costs(6) 12,586,629 14.0   
        Upfront Reserves 4,344,389 4.8   
Total Sources $90,000,000    100.0%   Total Uses $90,000,000 100.0%
                 
(1)The Brooklyn Renaissance Plaza Loan (as defined below) 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 approximately $89.9 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the approximately $89.9 million Brooklyn Renaissance Plaza Whole Loan (as defined below).
(2)The lockout period will be at least 25 payment dates beginning with and including the first payment date of June 6, 2019. Defeasance of the full Brooklyn Renaissance Plaza Whole Loan is permitted after the date that is the earlier to occur of the payment date that is (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) November 2022. The assumed lockout period of 25 payments is based on the expected JPMCC 2019-COR5 securitization closing date in June 2019. The actual lockout period may be longer.
(3)Occupancy excludes Amerigroup Community Care, which currently leases 33,285 square feet (11.5% of net rentable area) but recently gave notice that it would be vacating its space at lease expiration on June 30, 2019.
(4)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(5)The Brooklyn Renaissance Plaza Property (as defined below) was previously unencumbered by debt.
(6)Closing costs include approximately $8.6 million of costs associated with a payment to the City of New York in connection with the proceeds payment requirement set forth in the ground 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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The Loan. The Brooklyn Renaissance Plaza loan, with an original principal balance of $65.0 million (the “Brooklyn Renaissance Plaza Loan”), is secured by a first mortgage lien on the borrower’s leasehold interest in a Class A office condominium unit comprised of 289,180 square feet of net rentable area located on floors 24 through 32 of the north tower (the “Brooklyn Renaissance Plaza Property”), which is within the Brooklyn Renaissance Plaza mixed use development (the “Brooklyn Renaissance Plaza Development”) located in downtown Brooklyn, New York. The Brooklyn Renaissance Plaza Loan is part of a whole loan that has an aggregate original principal balance as of the Cut-off Date of approximately $89.9 million (the “Brooklyn Renaissance Plaza Whole Loan”) and is comprised of two pari passu notes, each as described in the “Whole Loan Summary” chart below. The controlling Note A-1, with an outstanding principal balance as of the Cut-off Date of approximately $64.9 million, is being contributed to the JPMCC 2019-COR5 Trust. The non-controlling Note A-2, with an original principal balance of $25.0 million is held by LCM or an affiliate and expected to be contributed to one or more future securitizations or may otherwise be transferred at any time. The relationship between the holders of the Brooklyn Renaissance Plaza Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Brooklyn Renaissance Plaza Whole Loan has a 10-year term and amortizes on a 30-year schedule. The most recent prior financing of the Brooklyn Renaissance Plaza Property was not included in a securitization.

 

Whole Loan Summary
Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $65,000,000 $64,920,607 JPMCC 2019-COR5  Yes
A-2   25,000,000    24,969,464 LCM No
Total $90,000,000 $89,890,072    

 

The Borrower. The borrowing entity is Brooklyn Renaissance Plaza II LLC, a Delaware limited liability company structured to be bankruptcy remote with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Brooklyn Renaissance Plaza Whole Loan.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Joshua L. Muss, a principal of Muss Development LLC (“Muss Development”). Founded in 1906 by Isaac Muss, Muss Development is a family-owned and operated, full-service real estate development and investment company that is currently led by Joshua Muss and his son, Jason Muss. Since its founding, Muss Development has developed more than 15.0 million square feet of commercial, residential, industrial and retail space throughout the five boroughs.

 

The Property. The Brooklyn Renaissance Plaza Property is a Class A office condominium unit comprised of 289,180 square feet of net rentable area located on floors 24 through 32 of the north tower that is within the Brooklyn Renaissance Plaza Development. Built in 1998 by the loan sponsor, the Brooklyn Renaissance Plaza Development is a mixed-use development comprised of five individual condominium units across two towers containing a total of approximately 1.5 million square feet. The north tower within the Brooklyn Renaissance Plaza Development (the “North Tower”) is a 32-story, mixed-use tower with office and retail space, and the south tower within the Brooklyn Renaissance Plaza Development is comprised of a 386-room Marriott hotel and a parking garage located on three lower levels and the ground floor. The Brooklyn Renaissance Plaza Development is comprised of five individual condominium units, all of which are owned by affiliates of the loan sponsor.

 

The Brooklyn Renaissance Plaza Property has unobstructed views of Staten Island, the East River, Manhattan and other parts of New York City. The loan sponsor recently completed an approximately $1.0 million comprehensive renovation of the lobby in the North Tower which features new ceilings, lighting, heightened security with the installation of turnstiles and a newly remodeled interior retail component.

 

The Brooklyn Renaissance Plaza Property is currently 88.5% occupied by 10 tenants and has reported an average historical occupancy of 100.0% since opening in 1998. Amerigroup Community Care, which currently leases 33,285 square feet (11.5% of net rentable area), recently gave notice that it would be vacating its space at lease expiration on June 30, 2019. Amerigroup Community Care was not included in the underwriting of the Brooklyn Renaissance Plaza Whole Loan. At origination, the borrower deposited $3.0 million for future leasing costs associated with the re-tenanting of this space at the Brooklyn Renaissance Plaza Property. Approximately 60.5% of net rentable area and 74.8% of underwritten base rent is attributable to investment grade tenants which include the USA GSA – Secret Service (“GSA”) (30.8% of net rentable area; rated Aaa/AAA/AA+ by Moody’s/Fitch/S&P), the NYC Department of Education (22.2% of net rentable area; rated Aa1/AA/AA by Moody’s/Fitch/S&P) and the NYC Department of Citywide Administration (7.5% of net rentable area; rated Aa1/AA/AA by Moody’s/Fitch/S&P).

 

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 largest tenant at the Brooklyn Renaissance Plaza Property, the USA GSA – Secret Service (89,030 square feet; 30.8% of net rentable area; 41.7% of underwritten base rent; rated Aaa/AAA/AA+ by Moody’s/Fitch/S&P), is one of the oldest federal law enforcement agencies in the country and ranks among the most elite in the world. The Secret Service protects both national leaders and visiting foreign dignitaries while helping to secure the nation’s financial infrastructure through financial and cybercrime investigations.

 

The GSA has been a tenant at the Brooklyn Renaissance Plaza Property since October 2001, originally pursuant to a lease with Empire Insurance Company, the original tenant of the Brooklyn Renaissance Plaza Property (which lease was assigned to BRP Leasing, LLC (“BRP Leasing”), an affiliate of the borrower). At the expiration of the initial lease term in 2018, the GSA extended its lease for an additional five years through October 2023. According to the loan sponsor, the GSA is in the process of approving the attornment to the borrower of BRP Leasing’s rights under the lease which will permit the GSA to enter into a direct lease with the borrower. The GSA utilizes its space as a New York field office and currently pays base rent equal to $59.78 per square foot gross. The tenant has no termination options and no renewal options remaining.

 

The second largest tenant at the Brooklyn Renaissance Plaza Property, the NYC Department of Education (64,340 square feet; 22.2% of net rentable area; 25.7% of underwritten base rent; rated Aa1/AA/AA by Moody’s/Fitch/S&P), is the branch of municipal government in New York City that manages New York City’s public school system. New York City’s public school system is the largest school system in the United States, with over 1.1 million students taught in more than 1,400 separate schools. The NYC Department of Education covers all five boroughs of New York City. Approximately 135,000 people work full-time in New York City’s public-school system.

 

The NYC Department of Education originally took occupancy at the Brooklyn Renaissance Plaza Property in 2017. The NYC Department of Education leases the entire 28th and 29th floors and currently pays base rent equal to $48.00 per square foot modified gross on a direct lease which commenced in November 2018 and extends for 15 years through October 2033. The NYC Department of Education has no termination options and no renewal options remaining.

 

The third largest tenant at the Brooklyn Renaissance Plaza Property is the United Federation of Teachers (“UFT”) (44,945 square feet; 15.5% of net rentable area; 13.6% of underwritten base rent). With over 200,000 members predominantly made up of education and healthcare professionals, the UFT is a federation of teachers, nurses and other similar professionals working in New York City’s five boroughs that negotiates and advocates on their behalf for fair and competitive salaries, enhanced professionalism and improved working conditions. UFT supports policies, legislation and programs that promote attaining educational equity, closing the achievement gap and assuring parent and community voice in school governance. The UFT works to raise academic standards and strengthen instruction; reduce class size and overcrowding; create safer, more orderly schools; improve school facilities; and increase parent involvement in schools. The UFT offers a full spectrum of workshops and graduate-level courses to approximately 30,000 members annually. The UFT partners with institutions such as Mt. Saint Vincent, Baruch, NYIT and Adelphi, and offers master’s degrees in programs ranging from Literacy and Early Childhood Education to Teaching English as a Second Language and Special Education.

 

The UFT originally took occupancy at the Brooklyn Renaissance Plaza Property in October 1998 on a 15-year lease term and extended its lease in April 2014 for an additional 15 years through June 2029. The UFT leases the entire 25th floor and a portion of the 24th floor, and currently pays base rent equal to $38.78 per square foot modified gross. The UFT has no termination options and no renewal options remaining.

 

The Market. The Brooklyn Renaissance Plaza Property is located in the Downtown Brooklyn neighborhood of Brooklyn, New York. Since 2004, the neighborhood has experienced an increase in retail corridors such as the Fulton Street Mall, Atlantic Avenue and the transformation of DUMBO Heights. Downtown Brooklyn is also the site of the 18,100 seat Barclays Center, home to the NBA’s Brooklyn Nets, NCAA Men’s Basketball tournaments and a number of concerts, conventions and other events throughout the year. Additional notable eateries and attractions in the area include the Brooklyn Bridge Park, Dekalb Market, Rocco’s Tacos & Tequila Bar (at the base of the Brooklyn Renaissance Plaza Development), Brooklyn Fare, Borough Hall, TKTS Downtown Brooklyn, Gotham Market and Fort Greene Park.

 

According to a market report, the Brooklyn Renaissance Plaza Property is located within the Downtown Brooklyn office submarket. For the full-year 2018, the Downtown Brooklyn office submarket contained approximately 23.9 million square feet, representing 43.9% of the total Brooklyn market. Overall average vacancy for the Downtown Brooklyn office market was 8.2% for the full-year 2018.

 

The appraisal included 12 rent comparables. Of the 12 comparables, one was triple net (“NNN”) with the remaining 11 full service gross (“FSG”). The one NNN rent comparable was equal to $50.00 per square foot while the 11 FSG rent comparables ranged from $43.00 to $70.00 per square foot with a weighted average of approximately $51.90 per square foot FSG. According to the appraisal, the in-place rents for tenants at the Brooklyn Renaissance Plaza Property are approximately 18.1% below market.

 

 

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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Historical and Current Occupancy(1)
2010 2011 2012 2013 2014 2015 2016 2017 2018 Current(2)
100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 88.5%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of January 28, 2019 and excludes Amerigroup Community Care which currently leases 33,285 square feet (11.5% of net rentable area) and recently gave notice that it would be vacating its space at lease expiration on June 30, 2019.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P
Net Rentable Area (SF) % of
Total NRA
Base Rent PSF(2) % of Total
Base Rent(2)
Lease
Expiration Date
USA GSA - Secret Service Aaa / AAA / AA+ 89,030 30.8% $59.78 41.7% 10/31/2023
NYC Department of Education Aa1 / AA / AA 64,340     22.2 $50.99 25.7 10/31/2033
United Federation of Teachers NR / NR / NR 44,945   15.5 $38.78 13.6 6/30/2029
NYC Department of Citywide Administration(3) Aa1 / AA / AA 21,625    7.5 $44.23 7.5 4/30/2021
Motorola Solutions Inc.(4) NR / NR / NR 9,975    3.4 $48.50 3.8 1/31/2022
LTK Consulting Services Inc. NR / NR / NR 7,874    2.7 $43.59 2.7 6/30/2026
Brooklyn Chamber of Commerce NR / NR / NR 7,640    2.6 $29.71 1.8 5/31/2023
MetLife Services & Solutions(4)(5) NR / NR / NR 4,995    1.7 $47.00 1.8 8/31/2021
Black, Inc. NR / NR / NR 3,608    1.2 $34.00 1.0 5/31/2021
Epstein & Conroy(4) NR / NR / NR 1,863    0.6 $33.21 0.5 1/31/2023
Top 10 Total / Wtd. Avg.   255,895   88.5% $49.93 100.0%  
Other Tenants   0     0.0   $0.00 0.0  
Total Occupied Space   255,895   88.5% $49.93 100.0%  
Vacant   33,285   11.5      
Total   289,180 100.0%      
             
(1)Based on the underwritten rent roll dated as of January 28, 2019.

(2)Base Rent includes average rent over the lease term for investment grade tenant the NYC Department of Education ($192,248).

(3)NYC Department of Citywide Administration has the right to terminate its lease at any time by providing at least 12 months’ notice and payment of a termination fee.

(4)Motorola Solutions Inc. has one, five-year renewal option remaining, MetLife Services & Solutions has one, five-year renewal option remaining, and Epstein & Conroy has one, five-year renewal option remaining.

(5)MetLife Services & Solutions has a free rent period in the months of September 2019 and September 2020, each for approximately $19,564. At origination, the borrower deposited approximately $39,128 into a free rent reserve.

 


Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring(2) % of Base Rent Expiring(2) Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring(2) Cumulative % of Base Rent Expiring(2)
Vacant NAP 33,285 11.5% NAP NAP 33,285 11.5% NAP NAP
2019 & MTM 0 0 0.0% $0 0.0% 33,285 11.5% $0 0.0%
2020 0 0 0.0% 0 0.0% 33,285 11.5% $0 0.0%
2021 3 30,228 10.5% 1,313,902 10.3% 63,513 22.0% $1,313,902 10.3%
2022 1 9,975 3.4% 483,788 3.8% 73,488 25.4% $1,797,690 14.1%
2023 3 98,533 34.1% 5,611,377 43.9% 172,021 59.5% $7,409,066 58.0%
2024 0 0 0.0% 0 0.0% 172,021 59.5% $7,409,066 58.0%
2025 0 0 0.0% 0 0.0% 172,021 59.5% $7,409,066 58.0%
2026 1 7,874 2.7% 343,193 2.7% 179,895 62.2% $7,752,260 60.7%
2027 0 0 0.0% 0 0.0% 179,895 62.2% $7,752,260 60.7%
2028 0 0 0.0% 0 0.0% 179,895 62.2% $7,752,260 60.7%
2029 1 44,945 15.5% 1,742,783 13.6% 224,840 77.8% $9,495,042 74.3%
2030 & Beyond 1 64,340 22.2% 3,280,568 25.7% 289,180 100.0% $12,775,610    100.0%
Total 10 289,180 100.0% $12,775,610 100.0%        
                   
(1)Based on the underwritten rent roll dated January 28, 2019.

(2)Base Rent Expiring includes $192,248 of average rent over the lease term for the NYC Department of Education.

 

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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Brooklyn Renaissance Plaza

 

Operating History and Underwritten Net Cash Flow
  2016  2017  2018  Underwritten   Per Square Foot  %(1)
Rents in Place(2) $7,462,946  $7,462,946  $8,502,569  $12,583,362  $43.51  75.7%
Straight Line Rent(3) 0  0  0  192,248  0.66  1.2 
Vacant Income 0  0  0  1,930,530  6.68  11.6 
Gross Potential Rent $7,462,946  $7,462,946  $8,502,569  $14,706,140  $50.85  88.5%
Total Reimbursements(2) 3,568,169  3,785,081  3,999,970  1,912,225  6.61  11.5 
Total Other Income 6,785  0  3,706  3,706  0.01  0.0 
Net Rental Income $11,037,900  $11,248,027  $12,506,245  $16,622,071  $57.48  100.0%
(Vacancy/Credit Loss) 0  0  0  (1,930,530)  (6.68)  (11.6)
Effective Gross Income $11,037,900  $11,248,027  $12,506,245  $14,691,541  $50.80  88.4%
Total Expenses $4,267,381  $4,719,632  $5,149,721  $6,697,245  $23.16  45.6%
Net Operating Income $6,770,519  $6,528,395  $7,356,524  $7,994,296  $27.64  54.4%
Total TI/LC, CapEx/RR 0  0  0  248,841  0.86  1.7 
Net Cash Flow $6,770,519  $6,528,395  $7,356,524  $7,745,455  $26.78  52.7%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(2)The increase in Underwritten Rents in Place and the decrease in Underwritten Total Reimbursements over the historical periods is primarily attributable to the GSA renewal in October 2018 which converted the base rent from modified gross to gross as well as the new direct lease with the NYC Department of Education which commenced in November 2018.
(3)Based on the average rent over the lease term for the NYC Department of Education.
(4)The increase in Underwritten Total Expenses from 2018 Total Expenses is primarily attributable to approximately $815,436 in higher underwritten real estate taxes as well as an approximately $388,332 higher underwritten ground lease expense.

 

Property Management. The Brooklyn Renaissance Plaza Property is managed by Renaissance Property Managers LLC, an affiliate of the borrower.

 

Escrows and Reserves. At origination, the borrower deposited into escrow $3,000,000 for tenant improvements and leasing commissions (related to leasing the Amerigroup Community Care space), $850,000 for real estate taxes, $200,000 for outstanding leasing expenses, approximately $160,261 for a lease buyout required pursuant to the Amerigroup Community Care lease, $95,000 for insurance premiums and approximately $39,128 for outstanding free rent.

 

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments which currently equates to $150,000.

 

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance premiums which currently equates to $12,000.

 

Replacement Reserves – On a monthly basis, the borrower is required to escrow $6,017 for replacement reserves, subject to a cap of $216,612.

 

TI/LC Reserves – On a monthly basis, the borrower is required to escrow $36,102 for tenant improvements and leasing commissions, subject to a cap of $1,299,672 (which cap is exclusive of the initial $3.0 million deposit for tenant improvements and leasing commissions relating to leasing the Amerigroup Community Care space and $200,000 deposit for outstanding leasing expenses relating to the GSA space).

 

Ground Rent Reserves – On a monthly basis, the borrower is required to escrow 1/12 of the annual ground rent payments.

 

Lockbox / Cash Management. The Brooklyn Renaissance Plaza Whole Loan is structured with a hard lockbox and in-place cash management. All rents are required to be deposited directly by the tenants into a lockbox account controlled by the lender. All funds in the lockbox account are required to be swept to a lender-controlled cash management account every business day and applied on each payment date to the payment of debt service and the funding of required reserves. Provided no Cash Trap Period (as defined below) is continuing, all funds remaining in the cash management account after payment of the aforementioned items will be transferred into the borrower’s operating account. During a Cash Trap Period, all excess cash in the cash management account will be retained by the lender as additional collateral for the Brooklyn Renaissance Plaza 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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Brooklyn Renaissance Plaza

 

A “Cash Trap Period” will commence (i) upon an event of default and end upon the cure of such event of default, provided that no other event of default is then continuing, (ii) if the debt yield is less than 7.0% for one calendar quarter (until such time that the debt yield is greater than or equal to 7.0% for two consecutive quarters), (iii) 30 days after the death or incapacity of the loan sponsor (until an acceptable replacement guarantor is in place) or (iv) upon the commencement of a Lease Sweep Period (as defined below).

 

A “Lease Sweep Period” will commence on the first payment date following (i) the date that is (x) 12 months prior to the end of the term (including any renewal terms) of any Lease Sweep Lease (as defined below), other than the GSA lease, or (y) 18 months prior to the end of the term (including any renewal terms) of the GSA lease, (ii) the date required under a Lease Sweep Lease by which the applicable Lease Sweep Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not so been exercised), (iii) if any Lease Sweep Lease is surrendered, cancelled or terminated prior to its then-current expiration date, (iv) if any Lease Sweep Tenant goes dark or gives notice that it intends to discontinue its business at its premises; provided, however, that with respect to one (but not more than one) Lease Sweep Tenant, the Lease Sweep Period will commence six months after the date such Lease Sweep Tenant discontinues its business at its premises or give notice that it intends to discontinue its business if (a) the subject Lease Sweep Tenant is an investment grade rated entity or governmental entity and (b) the subject Lease Sweep Lease has at least three years remaining until the expiration of the term, (v) upon the occurrence and continuance of a monetary or material non-monetary default under any Lease Sweep Lease, (vi) upon the occurrence of a Lease Sweep Tenant insolvency proceeding or (vii) if less than 80.0% of net rentable area is tenanted pursuant to executed leases with tenants that are in occupancy, open for business and paying full unabated rent under their respective leases.

 

A “Lease Sweep Lease” means the GSA lease, the NYC Department of Education lease, the UFT lease and any other lease which covers 25,000 or more square feet.

 

A “Lease Sweep Tenant” means any tenant under a Lease Sweep Lease, or under one or more leases which when taken together would constitute a Lease Sweep Lease.

 

Ground Lease. The Brooklyn Renaissance Plaza Property is part of the Brooklyn Renaissance Plaza Development which is subject to a ground lease for a 99-year term through June 19, 2086, with no renewal options, between the City of New York and MWR Associates (c/o Muss Development). The original ground lease was subsequently severed into five separate ground leases, each of which relates to one of the five Brooklyn Renaissance Plaza Development commercial condominium units, and each of which was assigned to a unit owner. The ground lease for the Brooklyn Renaissance Plaza Property requires ground rent in an amount equal to approximately $98,208 per annum through June 30, 2022, which will be adjusted every subsequent 10 years beginning July 1, 2022 (such adjustment date, the “Reappraisal Date”), and adjusted rent will be estimated based upon the right to develop the site consistent with the use and size of the existing improvements (not its highest and best use). The appraiser utilized the land residual approach via the income capitalization approach and projected that the ground rent for the Brooklyn Renaissance Plaza Property as of the first Reappraisal Date on July 1, 2022 is estimated to increase to $486,540 per annum. Ground rent was underwritten based on the estimated July 1, 2022 ground rent equal to $486,540 per annum.

 

Payment in Lieu of Taxes. The Brooklyn Renaissance Plaza Development is subject to a payment in lieu of taxes (“PILOT”) program pursuant to which PILOT payments are calculated based on the assessed value of the entire Brooklyn Renaissance Plaza Development and the Brooklyn Renaissance Plaza Property’s allocated share of 21.1538%, based on its common interest in the condominium. Under the PILOT program, taxes are payable on the subject land based on current assessments; however, the improvements are exempt from real estate taxes for 16 years. Taxes on the improvements are then phased in at 10.0% increments from year 17 through year 25 when the exemption ends. The PILOT program for the Brooklyn Renaissance Plaza Development is in year 21 of 25 and due to the short-term nature of the abatement, the full unabated real estate tax amount was underwritten.

 

Condominium. The Brooklyn Renaissance Plaza Development is divided into five condominium units, one of which is the Brooklyn Renaissance Plaza Property. Control of the condominium resides with a five-member board of managers designated by each condominium owner. All decisions and actions by the board require a vote of one or more of the managers representing more than 51% (other than major decisions, which require a vote of 66.67%). No amendment may materially and adversely affect the rights of an owner without the written consent of such owner and any permitted lender of such owner’s unit. Affiliates of the loan sponsor currently own all five of the condominium units.

 

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 2019-COR5
 
Hyde Park Multifamily Portfolio

 

 

 

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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Hyde Park Multifamily Portfolio

 

 

 

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 2019-COR5
 
Hyde Park Multifamily Portfolio

 

Mortgage Loan Information   Properties Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $60,000,000   Title: Fee
Cut-off Date Principal Balance(1): $60,000,000   Properties Type – Subtype: Multifamily – Various
% of Pool by IPB: 8.6%   Net Rentable Area (Units)(4): 839
Loan Purpose: Refinance   Location: Chicago, IL
Borrowers(2): Various   Year Built/Renovated: Various / Various
Sponsor: Lyrical-Antheus Realty Partners   Occupancy(4): 95.2%
  II, L.P.   Occupancy Date: 2/28/2019
Interest Rate: 4.55400%   Number of Tenants: N/A
Note Date: 1/30/2019   2016 NOI: $7,979,218
Maturity Date: 2/6/2029   2017 NOI: $8,478,846
Interest-only Period: 120 months   2018 NOI: $8,692,956
Original Term: 120 months   TTM NOI (as of 2/2019): $8,788,173
Original Amortization: None   UW Economic Occupancy: 90.8%
Amortization Type: Interest Only   UW Revenues: $15,264,225
Call Protection(3): L(28),Def(85),O(7)   UW Expenses: $5,921,619
Lockbox / Cash Management: Springing / Springing   UW NOI: $9,342,606
Additional Debt: Yes   UW NCF: $9,090,906
Additional Debt Balance(1): $46,750,000 / $15,250,000   Appraised Value / Per Unit: $176,385,000 / $210,232
Additional Debt Type(1): Pari Passu / Mezzanine Loan   Appraisal Date: 12/3/2018
         

 

Escrows and Reserves(5)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $127,235
Taxes: $700,000 $119,000 N/A   Maturity Date Loan / Unit: $127,235
Insurance: $225,000 Springing N/A   Cut-off Date LTV: 60.5%
Replacement Reserves: $0 $17,580 N/A   Maturity Date LTV: 60.5%
TI/LC: $0 $0 N/A   UW NCF DSCR: 1.84x
Other: $0 $0 N/A   UW NOI Debt Yield: 8.8%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(1) $106,750,000 87.5%   Payoff Existing Debt $115,181,393 94.4%
Mezzanine Loan 15,250,000        12.5   Closing Costs 3,504,348 2.9
        Upfront Reserves 925,000 0.8
        Return of Equity 2,389,259 2.0
Total Sources $122,000,000 100.0%   Total Uses $122,000,000 100.0%
(1)The Hyde Park Multifamily Portfolio Loan (as defined below) 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 approximately $106.8 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the approximately $106.8 million Hyde Park Multifamily Portfolio Whole Loan (as defined below).

(2)The borrowers are 1515-1521 E. 54th Street, LLC, 5034-5046 S. Woodlawn, LLC, 5111 S. Kimbark, LLC, 5118-5120 S. Greenwood, LLC, 5120 S. Hyde Park, LLC, 5128-5132 S. Cornell, LLC, 5202-5210 S. Cornell, LLC, 5218-5220 S. Kimbark, LLC, 5234-5244 S. Ingleside, LLC, 5237-5245 S. Kenwood, LLC, 5300-5308 S. Hyde Park, LLC, 5301-5307 S. Maryland, LLC, 5320-5326.5 S. Drexel, LLC, 5335-5337 S. Woodlawn, LLC, 5336-5338 S. Hyde Park, LLC, 5337 S. Hyde Park, LLC, 5350-5358 S. Maryland, LLC, 5400-5408 S. Ingleside, LLC, 5401-5403 S. Woodlawn, LLC, 5405-5407 S. Woodlawn, LLC, 5415 S. Woodlawn, LLC, 5452-5466 S. Ellis, LLC, 5457-5459 S. Blackstone, LLC, 5474-5480 S. Hyde Park, LLC, 5487-5491 S. Hyde Park, LLC, 5528-5532 S. Everett, LLC, 5715-5725 S. Kimbark, LLC, Greenwood 5201, LLC, 5524-5526 S. Everett, LLC, 5400-5406 S. Maryland, LLC, 5300-5308 S. Greenwood, LLC, 5335-5345 S. Kimbark, LLC, 5339-5345 S. Woodlawn, LLC, 5355-5361 S. Cottage Grove, LLC, 5401-5409 S. Cottage Grove, LLC, 5401-5405 S. Drexel, LLC, 5411-5421 S. Ellis, LLC, 5468-70 S. Hyde Park, LLC, 1509-1517 E. 57th Street, LLC, 5507-5509 S. Hyde Park, LLC, 1018 E. 54th Street Owner, LLC and 5110 S. Harper, LLC.

(3)The lockout period will be at least 28 payment dates beginning with and including the first payment date of March 6, 2019. Defeasance of the full Hyde Park Multifamily Portfolio Whole Loan is permitted after the date that is the earlier to occur of (i) two years from the closing date of the securitization that includes the last pari passu note to be securitized and (ii) August 2022. The assumed lockout period of 28 payments is based on the expected JPMCC 2019-COR5 securitization closing date in June 2019. The actual lockout period may be longer. Partial defeasance is permitted. See “Partial Releases” below.
 (4)The Hyde Park Multifamily Portfolio Properties (as defined below) include 835 residential units that average approximately 891 square feet that are 95.2% occupied and four commercial retail units that average approximately 2,766 square feet and are 100.0% occupied as of the February 28, 2019 rent rolls.
 (5)For a full description of Escrows and Reserves, please refer to the “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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Hyde Park Multifamily Portfolio

  

The Loan. The Hyde Park Multifamily Portfolio loan, with an original principal balance of $60.0 million (the “Hyde Park Multifamily Portfolio Loan”), is secured by a first mortgage lien on the borrowers’ fee simple interests in 41 multifamily properties (with a total of 835 residential units and four commercial units) and one surface parking lot (with 28 parking spaces) (collectively, the “Hyde Park Multifamily Portfolio Properties” or the “Hyde Park Multifamily Portfolio”) located in the Hyde Park neighborhood of Chicago, Illinois. The Hyde Park Multifamily Portfolio Loan is part of a whole loan that has an aggregate original principal balance as of the Cut-off Date of approximately $106.8 million (the “Hyde Park Multifamily Portfolio Whole Loan”) and is comprised of two pari passu notes, each as described in the “Whole Loan Summary” chart below. The controlling Note A-1, with an outstanding principal balance as of the Cut-off Date of $60.0 million, is being contributed to the JPMCC 2019-COR5 Trust. The non-controlling Note A-2, with an original principal balance as of the Cut-off Date of approximately $46.8 million is currently held by LCM or an affiliate and expected to be contributed to one or more future securitizations or may otherwise be transferred at any time. The relationship between the holders of the Hyde Park Multifamily Portfolio Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Hyde Park Multifamily Portfolio Whole Loan has a 10-year term and will be interest only for the entire term. The previously existing debt was not included in a securitization.

 

Whole Loan Summary
Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $60,000,000 $60,000,000 JPMCC 2019-COR5  Yes
A-2   46,750,000    46,750,000 LCM No
Total $106,750,000  $106,750,000     

 

The Borrowers. The borrowing entities are 1515-1521 E. 54th Street, LLC, 5034-5046 S. Woodlawn, LLC, 5111 S. Kimbark, LLC, 5118-5120 S. Greenwood, LLC, 5120 S. Hyde Park, LLC, 5128-5132 S. Cornell, LLC, 5202-5210 S. Cornell, LLC, 5218-5220 S. Kimbark, LLC, 5234-5244 S. Ingleside, LLC, 5237-5245 S. Kenwood, LLC, 5300-5308 S. Hyde Park, LLC, 5301-5307 S. Maryland, LLC, 5320-5326.5 S. Drexel, LLC, 5335-5337 S. Woodlawn, LLC, 5336-5338 S. Hyde Park, LLC, 5337 S. Hyde Park, LLC, 5350-5358 S. Maryland, LLC, 5400-5408 S. Ingleside, LLC, 5401-5403 S. Woodlawn, LLC, 5405-5407 S. Woodlawn, LLC, 5415 S. Woodlawn, LLC, 5452-5466 S. Ellis, LLC, 5457-5459 S. Blackstone, LLC, 5474-5480 S. Hyde Park, LLC, 5487-5491 S. Hyde Park, LLC, 5528-5532 S. Everett, LLC, 5715-5725 S. Kimbark, LLC, Greenwood 5201, LLC, 5524-5526 S. Everett, LLC, 5400-5406 S. Maryland, LLC, 5300-5308 S. Greenwood, LLC, 5335-5345 S. Kimbark, LLC, 5339-5345 S. Woodlawn, LLC, 5355-5361 S. Cottage Grove, LLC, 5401-5409 S. Cottage Grove, LLC, 5401-5405 S. Drexel, LLC, 5411-5421 S. Ellis, LLC, 5468-70 S. Hyde Park, LLC, 1509-1517 E. 57th Street, LLC, 5507-5509 S. Hyde Park, LLC, 1018 E. 54th Street Owner, LLC and 5110 S. Harper, LLC, each a Delaware limited liability company and special purpose entity structured to be bankruptcy remote with one independent director. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Hyde Park Multifamily Portfolio Whole Loan.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Lyrical-Antheus Realty Partners II, L.P., an affiliate of Antheus Capital. Antheus Capital is a private real estate company focused on the acquisition, development and redevelopment of apartment properties in select submarkets located throughout the United States. Antheus Capital was founded in 2002 by Eli Ungar and David Gefsky. Antheus Capital’s current portfolio consists of approximately 7,800 units and approximately 365,000 square feet of commercial space. Antheus Capital is one of the largest multifamily owners in the Hyde Park 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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Portfolio Summary
Property Year Built / Renovated # of Units % of Total Occupancy(1)     UW NOI Allocated Whole Loan Amount Appraised Value
5452-5466 South Ellis Avenue 1913 / 2000 31 3.7% 100.0% $471,443 $5,023,463 $8,275,000
5339-5345 South Woodlawn Avenue 1912 / Various 25 3.0% 100.0% 426,799 4,568,200 7,525,000
5335-5345 South Kimbark Avenue 1913 / 2000 25 3.0% 92.0% 395,501 4,401,250 7,250,000
5715-5725 South Kimbark Avenue 1911 / 2000 19 2.3% 100.0% 380,696 4,234,300 6,975,000
5034-5046 South Woodlawn Avenue 1920 / 2000 45 5.4% 93.3% 413,511 4,128,075 6,800,000
1509 East 57th Street 1888 / 2010 22 2.6% 77.3% 280,189 4,067,350 6,700,000
5320-5326 South Drexel Avenue 1923 / 2009 31 3.7% 96.8% 335,488 3,748,675 6,175,000
5237-5245 South Kenwood(2) 1910 / 2000 19 2.3% 100.0% 349,714 3,703,088 6,100,000
5411-5421 South Ellis Avenue 1917 / 2000 31 3.7% 100.0% 352,749 3,627,225 5,975,000
5300-5308 South Hyde Park Boulevard 1912 / 2000 38 4.5% 92.1% 315,707 3,369,275 5,550,000
5234-5244 South Ingleside Avenue 1912 / 2010 23 2.7% 100.0% 288,137 3,323,688 5,475,000
5415 South Woodlawn Avenue 1927 / Various 38 4.5% 89.5% 335,988 3,308,550 5,450,000
5300-5308 South Greenwood Avenue 1914 / 2000 25 3.0% 96.0% 288,556 3,293,325 5,425,000
5201 South Greenwood Avenue 1914 / 2000 24 2.9% 100.0% 253,618 2,883,563 4,750,000
5401-5409 South Cottage Grove Avenue(2) 1914 / 2010 22 2.6% 100.0% 257,208 2,868,425 4,725,000
5120 South Hyde Park Boulevard 1923 / 2000 40 4.8% 100.0% 228,708 2,504,163 4,125,000
5350-5358 South Maryland Avenue 1915 / 2010 21 2.5% 95.2% 212,444 2,482,900 4,160,000
5400-5406 South Maryland Avenue 1897 / 2010 18 2.1% 83.3% 190,301 2,473,800 4,075,000
5474-5480 South Hyde Park Boulevard 1910 / 2000 29 3.5% 96.6% 249,964 2,458,663 4,050,000
5528-5532 South Everett Avenue 1912 / 2000 34 4.1% 100.0% 221,699 2,397,938 3,950,000
5487-5491 South Hyde Park Boulevard 1905 / 2018 7 0.8% 100.0% 203,919 2,367,575 3,900,000
5400-5408 South Ingleside Avenue 1916 / 2010 19 2.3% 100.0% 217,817 2,352,350 3,875,000
5401-5403 South Woodlawn Avenue 1899 / 2000 12 1.4% 100.0% 220,964 2,276,488 3,750,000
5301-5307 South Maryland Avenue 1897 / 2009 21 2.5% 95.2% 214,644 2,230,988 3,675,000
5355-5361 South Cottage Grove Avenue 1910 / 2010 21 2.5% 81.0% 115,084 2,215,763 3,650,000
1515-1521 East 54th Street 1916 / 2000 16 1.9% 93.8% 190,333 2,191,525 3,690,000
5111-5113 South Kimbark Avenue 1910 / 2011 8 1.0% 62.5% 100,694 2,142,963 3,570,000
5507-5509 South Hyde Park Boulevard 1906 / 2017 7 0.8% 100.0% 174,931 2,094,400 3,460,000
5337 South Hyde Park Boulevard 1919 / 2000 23 2.7% 100.0% 183,594 2,048,900 3,375,000
5202-5210 South Cornell Avenue 1907 / 2000 27 3.2% 96.3% 201,562 1,991,150 3,280,000
5118-5120 South Greenwood Avenue 1912 / 2011 6 0.7% 100.0% 143,745 1,803,025 2,990,000
5335-5337 South Woodlawn Avenue 1909 / 2000 6 0.7% 100.0% 145,444 1,724,100 2,880,000
5524-5526 South Everett Avenue 1910 / 2017 7 0.8% 85.7% 110,593 1,699,775 2,820,000
5401-5405 South Drexel Boulevard 1915 / 2010 13 1.5% 100.0% 135,686 1,532,825 2,525,000
5468-5470 South Hyde Park Boulevard 1903 / 2000 6 0.7% 100.0% 110,986 1,517,688 2,500,000
5218-5220 South Kimbark Avenue 1903 / 2000 6 0.7% 100.0% 124,968 1,511,563 2,520,000
5457-5459 South Blackstone Avenue 1908 / 2000 19 2.3% 94.7% 131,044 1,335,513 2,380,000
5336-5338 South Hyde Park Boulevard 1912 / 2000 19 2.3% 94.7% 119,078 1,244,513 2,050,000
5405-5407 South Woodlawn Avenue 1921 / 2000 18 2.1% 100.0% 127,683 1,123,063 1,850,000
1018 East 54th Street 1915 / 2000 9 1.1% 77.8% 57,305 1,056,300 1,760,000
5128-5132 South Cornell Avenue 1905 / 2000 9 1.1% 88.9% 54,015 922,775 1,550,000
5110 South Harper Avenue(3) NAP 0             NAP 100.0% 10,097 500,842 825,000
Total / Wtd. Avg.   839 100.0% 95.2% $9,342,606 $106,750,000 $176,385,000
(1)Based on the underwritten rent rolls dated February 28, 2019.

(2)Properties contain four commercial retail units that average 2,766 square feet.

(3)Represents the income producing parking lot.

  

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 2019-COR5
 
Hyde Park Multifamily Portfolio

 

The Properties. The Hyde Park Multifamily Portfolio Properties are comprised of 41 mid-rise and garden apartment buildings and one income producing parking lot. The Hyde Park Multifamily Portfolio Properties are all located within a 1.5-mile radius and are comprised of 835 residential units totaling 743,704 square feet and four commercial retail units totaling 11,062 square feet. As of the February 28, 2019 rent rolls, the Hyde Park Multifamily Portfolio was 95.2% occupied with no single Hyde Park Multifamily Portfolio Property accounting for more than approximately 5.0% of underwritten net operating income. The 835 residential units average approximately 891 square feet and are 95.2% occupied and the four commercial units average approximately 2,766 square feet and are 100.0% occupied as of the February 28, 2019 rent rolls.

 

The Hyde Park Multifamily Portfolio Properties include 81 studio units, 229 one-bedroom units, 272 two-bedroom units, 172 three-bedroom units, 62 four-bedroom units, 16 five-bedroom units, three six-bedroom units, four commercial retail units and one income producing parking lot.

 

The Market. The Hyde Park Multifamily Portfolio Properties are concentrated in the south-side Chicago neighborhood of Hyde Park. Hyde Park is located approximately six miles south of the Chicago central business district and is home to several institutional demand drivers including the University of Chicago, University of Chicago Medical Center and the Museum of Science and Industry. As of 2017, the University of Chicago had a total enrollment of 16,016 students, of whom 5,971 were undergraduate and 10,045 were post-graduate.

 

According to a market report, the Hyde Park Multifamily Portfolio falls within the Bronzeville/Hyde Park/South Shore submarket within the Chicago-Naperville-Elgin, Illinois-Indiana-Wisconsin metropolitan statistical area. Effective rent in the Bronzeville/Hyde Park/South Shore submarket increased slightly from $1,311 per unit per month in the fourth quarter of 2018 to $1,326 per unit per month in the first quarter of 2019. The submarket’s occupancy rate was equal to 93.5% in the first quarter of 2019, while the submarket’s occupancy rate has averaged 94.2% since the second quarter of 1996.

 

Historical and Current Occupancy(1)
2014 2015 2016 2017 2018 Current(2)
90.5% 90.7% 90.9% 90.0% 90.1% 95.2%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current occupancy is as of February 28, 2019.

 

Multifamily Unit Mix(1)
Unit Type # of Units % of Total Occupied Units Occupancy(2) Average Unit Size (SF) Average Monthly Rental Rate Average Monthly Rental Rate PSF Average Monthly
Market Rent
Average Monthly Market Rent PSF
Studio 81 9.7% 80 98.8% 368 $869 $2.36 $862 $2.34
1 Bedroom 229 27.4% 225 98.3% 655 $1,185 $1.81 $1,190 $1.82
2 Bedroom 272 32.6% 255 93.8% 887 $1,491 $1.67 $1,501 $1.69
3 Bedroom 172 20.6% 163 94.8% 1,097 $2,059 $1.88 $2,052 $1.87
4 Bedroom 62 7.4% 55 88.7% 1,555 $2,816 $1.79 $2,786 $1.79
5 Bedroom 16 1.9% 14 87.5% 1,864 $3,174 $1.59 $3,082 $1.65
6 Bedroom 3 0.4% 3 100.0% 2,570 $3,837 $1.49 $3,830 $1.49
Total / Wtd. Avg. 835 100.0% 795 95.2% 891 $1,588 $1.79 $1,587 $1.80
(1)Based on the underwritten rent rolls dated February 28, 2019.

(2)Occupancy is weighted based on the total occupied square footage.

 

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 2019-COR5
 
Hyde Park Multifamily Portfolio

 

Operating History and Underwritten Net Cash Flow
  2016 2017 2018 TTM(1) Underwritten Per Unit %(2)
Rents in Place $14,908,773 $15,253,403 $15,896,270 $16,002,558 $15,153,084 $18,061 104.3%
Vacant Income 0 0 0 0 861,504 1,027 5.9   
Gross Potential Rent $14,908,773 $15,253,403 $15,896,270 $16,002,558 $16,014,588 $19,088 110.3%
(Vacancy/Credit Loss) (2,559,747) (1,931,119) (2,085,427) (2,092,149) (1,490,462) (1,776) (10.3)--
Net Rental Income $12,349,025 $13,322,284 $13,810,843 $13,910,409 $14,524,126 $17,311 100.0%
Commercial Income(3) 5,145 9,674 9,269 10,628 191,758 229 1.3%
(Vacancy/Credit Loss) 0 0 0 0 (9,588) (11) (0.1)--
Other Income 632,845 645,428 562,341 557,929 557,929 665 3.8%
Effective Gross Income $12,987,016 $13,977,386 $14,382,453 $14,478,966 $15,264,225 $18,193 105.1%
Total Expenses $5,007,798 $5,498,541 $5,689,497 $5,690,793 $5,921,619 $7,058 38.8%
Net Operating Income $7,979,218 $8,478,846 $8,692,956 $8,788,173 $9,342,606 $11,135 61.2%
Replacement Reserves 209,750 209,750 209,750 209,750 251,700 300 1.6   
Net Cash Flow $7,769,468 $8,269,096 $8,483,206 $8,578,423 $9,090,906 $10,835 59.6%
(1)TTM column represents the trailing 12-month period ending February 28, 2019.

(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)Historical Commercial Income represents commercial reimbursements. Historical commercial base rental income is included in Rents in Place.

 

Property Management. The Hyde Park Multifamily Portfolio is managed by MAC Property Management, L.L.C., an affiliate of the borrowers.

 

Escrows and Reserves. At origination, the borrowers deposited into escrow $700,000 for real estate taxes and $225,000 for insurance premiums.

 

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $119,000.

 

Insurance Escrows – On a monthly basis, if an acceptable blanket policy is no longer in place, the borrowers are required to escrow 1/12 of the annual estimated insurance premiums, which currently equates to $18,400.

 

Replacement Reserves – On a monthly basis, the borrowers are required to escrow $17,580 for replacement reserves.

 

Lockbox / Cash Management. The Hyde Park Multifamily Portfolio Whole Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Cash Management Period (as defined below), all rents are required to be deposited into a lockbox account within one business day of receipt by the borrowers or the property manager. Upon the occurrence and during the continuance of a Cash Management Period, all funds in the lockbox account are required to be swept daily into a lender-controlled account, from which account such funds will be disbursed on each payment date in accordance with the loan documents and any excess will be retained by the lender as additional collateral for The Hyde Park Multifamily Portfolio Whole Loan.

 

A “Cash Management Period” will commence (i) upon an event of default (including an event of default under the mezzanine loan) or (ii) if, based on the Hyde Park Multifamily Portfolio Whole Loan and the related mezzanine loan, the debt service coverage ratio is less than 1.10x (until such time that the debt service coverage ratio is greater than or equal to 1.10x for two consecutive quarters). 

 

Additional Debt. A mezzanine loan was funded concurrently and is coterminous with the Hyde Park Multifamily Portfolio Whole Loan. The mezzanine loan has an original principal balance of approximately $15.3 million, accrues interest at a rate of 7.49000% per annum and is interest-only for the entire loan term. Including the mezzanine loan, the cumulative Cut-off Date LTV, cumulative UW NCF DSCR and cumulative UW NOI DY are 69.2%, 1.49x and 7.7%, respectively. The mezzanine loan is currently held by LCM or an affiliate.

 

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 2019-COR5
 
Hyde Park Multifamily Portfolio

 

Partial Release. Commencing on the payment date that is after the earlier to occur of (i) two years from the securitization closing date of the last pari passu note to be securitized and (ii) August 2022, the borrowers may obtain the release of any of the Hyde Park Multifamily Portfolio Properties, provided that, among other conditions, (i) no event of default has occurred and is continuing, (ii) the borrowers defease a portion of the Hyde Park Multifamily Portfolio Whole Loan in an amount equal to the greater of (a) 115.0% of the allocated loan amount of the Hyde Park Multifamily Portfolio Property being released and (b) 100.0% of net sales proceeds, (iii) the debt yield (as calculated in accordance with the loan documents) for the remaining Hyde Park Multifamily Portfolio Properties following the release is not less than the greater of (1) the debt yield immediately preceding such release and (2) 7.0%, (iv) after giving effect to such release, the loan-to-value ratio of the remaining Hyde Park Multifamily Portfolio Properties is no more than 125%, and (v) all defeasance conditions set forth in the loan documents are satisfied.

 

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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51 of 149 

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
The Avenue

 

(GRAPHIC)

 

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

 

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52 of 149 

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
The Avenue

 

(MAP)

 

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

 

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53 of 149 

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
The Avenue

  

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance: $60,000,000   Title: Fee
Cut-off Date Principal Balance: $60,000,000   Property Type – Subtype: Multifamily – Garden
% of Pool by IPB: 8.6%   Net Rentable Area (Units): 394
Loan Purpose: Acquisition   Location: Davie, FL
Borrower: BP Avenue, LLC   Year Built/Renovated: 2018 / N/A
Sponsors: Adam G. Walker, Ira Gober   Occupancy: 93.9%
Interest Rate: 4.992432%   Occupancy Date: 4/29/2019
Note Date: 12/21/2018   Number of Tenants: N/A
Maturity Date: 1/6/2029   2018 NOI (as of 11/2018)(1): $3,522,249
Interest-only Period: 120 months   T-6 Ann. NOI (as of 11/2018)(1): $5,478,795
Original Term: 120 months   T-3 Ann. NOI (as of 11/2018)(1): $6,202,814
Original Amortization: None   T-1 Ann. NOI (as of 11/2018)(1): $6,480,221
Amortization Type: Interest Only   UW Economic Occupancy: 92.9%
Call Protection: L(29),Def(88),O(3)   UW Revenues: $9,584,976
Lockbox / Cash Management: Hard / In Place   UW Expenses: $3,927,916
Additional Debt: Yes   UW NOI: $5,657,060
Additional Debt Balance: $25,680,000   UW NCF: $5,538,860
Additional Debt Type: Mezzanine Loan   Appraised Value / Per Unit: $120,000,000 / $304,569
      Appraisal Date: 11/27/2018
         

 

Escrows and Reserves(2)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $152,284
Taxes: $300,000 $141,100 N/A   Maturity Date Loan / Unit: $152,284
Insurance: $25,000 $23,100 N/A   Cut-off Date LTV: 50.0%
Replacement Reserves: $0 Springing N/A   Maturity Date LTV: 50.0%
TI/LC: $0 $0 N/A   UW NCF DSCR: 1.82x
Other: $0 $0 N/A   UW NOI Debt Yield: 9.4%
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $60,000,000 49.6%   Purchase Price(3) $118,632,039 98.2%
Mezzanine Loan 25,680,000        21.2   Closing Costs 1,892,834 1.6   
Sponsor Equity 35,169,873        29.1   Upfront Reserves 325,000 0.3   
Total Sources $120,849,873 100.0%   Total Uses $120,849,873 100.0%
(1)Historical cash flows are not available as The Avenue Property (as defined below) was recently constructed in 2018. The 2018 NOI as of November 30, 2018 represents the lease up period. T-6 Ann. NOI, T-3 Ann. NOI and T-1 Ann. NOI represent the annualized income from June 2018 to November 2018, September 2018 to November 2018 and the month of November 2018, respectively, and reflect the trailing 12-month expenses ending November 30, 2018 and a 3.0% management fee. There is a gap in the historical financials after the loan sponsors’ acquisition in December 2018 as well as a change in financial reporting and therefore a more recent trailing 12-month period is unavailable.

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

(3)Purchase Price is net of $367,961 in prorations.

 

The Loan. The Avenue mortgage loan (“The Avenue Loan”) has an outstanding principal balance as of the Cut-off Date of $60.0 million and is secured by a first mortgage lien on the borrower’s fee interest in a newly-constructed, 394-unit multifamily property located in Davie, Florida (“The Avenue Property”). The Avenue Loan has a 10-year term and will be interest only for the entire term. The previously existing debt was not included in a securitization.

 

The Borrower. The borrowing entity is BP Avenue, LLC, a Delaware limited liability company and special purpose entity structured to be bankruptcy remote with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Avenue 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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54 of 149 

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
The Avenue

 

The Loan Sponsors. The loan sponsors and nonrecourse carve-out guarantors are Adam G. Walker and Ira Gober, on a joint and several basis. Mr. Walker and Mr. Gober are co-founders of Boardwalk Properties (“Boardwalk”). Based in Miami, Florida, Boardwalk’s portfolio consists of more than 900 rental units within 50 multifamily residential buildings, all located in South Florida. Boardwalk’s primary objective is the acquisition, improvement, maintenance and management of multifamily residential properties in the South Florida region.

 

The Property. The Avenue Property is a newly-constructed, 394-unit, Class A multifamily garden complex built in 2018 on a 14.92-acre site located just south of Interstate 595 and east of Davie Road in Davie, Broward County, Florida. The Avenue Property has visibility from Interstate 595 and State Road 84 with over 209,000 cars daily. The Avenue Property is designed with the residential units situated in six, three- and four-story buildings. There is a clubhouse and pool at the eastern end of The Avenue Property with a large central lawn and another pool area on the western side. There are four detached garage buildings along the northern end of The Avenue Property. The clubhouse is an 11,956 square foot three-story building with a cyber café and coffee bar, billiards, lounge area, demonstration kitchen and state of the art fitness center.

 

The Avenue Property includes 176 one-bedroom, 190 two-bedroom and 28 three-bedroom floor plans with an average unit size of 999 square feet. Unit amenities include quartz countertops, quartz bathroom vanities, full size front load washer and dryer, spacious balconies, laminate wood floors, walk in closets, and stainless-steel appliances, including side-by-side refrigerator, glass top range/oven, microwave and dishwasher.

 

The Market. According to a market report, The Avenue Property falls within the Plantation/Davie/Weston submarket within the Fort Lauderdale-Pompano Beach-Deerfield Beach, Florida metropolitan statistical area. Effective rent in the Plantation/Davie/Weston submarket increased 1.5% from $1,674 per unit per month in the fourth quarter of 2018 to $1,713 per unit per month in the first quarter of 2019. The submarket’s occupancy rate increased from 94.7% in the fourth quarter of 2018 to 95.1% in the first quarter of 2019, while the submarket’s occupancy rate has averaged 95.3% since the second quarter of 1996. As of 2018, the population within a one-, three- and five-mile radius was approximately 10,569, 104,691 and 368,152, respectively. The 2018 average household income within a one-, three- and five-mile radius was $70,518, $74,223 and $73,704, respectively.

 

During the last 12 months ending March 31, 2019, 2,610 units were absorbed in lease-up properties across the overall market with 225 units absorbed in the Plantation/Davie/Weston submarket. The average absorption rate for lease-up properties in the overall market was 16 units per property, per month while Plantation/Davie/Weston submarket’s average absorption was 28 units per property, per month. The Plantation/Davie/Weston submarket’s average asking rent for new lease-up properties was $2,028 per unit per month, or $2.00 per square foot.

 

The appraisal identified eight comparable multifamily properties proximate to The Avenue Property. The Avenue Property comparables range from 232 to 500 units and indicate a quoted rental range of $1,522 to $2,077 per month for one-bedroom units, $1,667 to $2,431 per month for two-bedroom units and $2,131 to $2,896 per month for three-bedroom units. The comparable properties had occupancies ranging from 90.0% to 98.0% with a weighted average occupancy of approximately 94.0%.

 

  Historical and Current Occupancy(1)
2016 2017 2018 Current(2)
N/A N/A N/A 93.9%
         
(1)The Avenue Property was recently constructed in 2018 and therefore no historical occupancy information is available.

(2)Current occupancy is as of April 29, 2019.

 

Multifamily Unit Mix(1)
Unit Type # of
Units
% of
Total
Occupied
Units
Occupancy Average
Unit Size
(SF)
Average
Monthly
Rental Rate
Average
Monthly
Rental
Rate PSF
Average
Monthly
Market
Rent
Average
Monthly
Market
Rent PSF
1 BR – 1 BA 176 44.7% 158 89.8% 756 $1,748 $2.31 $1,786 $2.36
2 BR – 2 BA 190 48.2% 184 96.8% 1,169   $2,166 $1.85 $2,201 $1.88
3 BR – 2 BA 28 7.1% 28 100.0% 1,379   $2,476 $1.80 $2,593 $1.88
Total / Wtd. Avg. 394 100.0% 370 93.9%  999 $2,011 $2.01 $2,043 $2.04
(1)Based on the underwritten rent roll dated April 29, 2019.

 

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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55 of 149 

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
The Avenue

 

Operating History and Underwritten Net Cash Flow(1)
  TTM(1) Ann. T-6(2) Ann. T-3(2) Ann. T-1(2) Underwritten Per Unit %(3)
Rents in Place $5,473,687 $7,348,949 $8,119,863 $8,373,914 $8,929,679 $22,664 94.3%    
Vacant Income 0 0 0 0 540,192 1,371 5.7%    
Net Rental Income $5,473,687 $7,348,949 $8,119,863 $8,373,914 $9,469,871 $24,035 100.0%    
(Vacancy/Credit Loss) 0 0 0 0 (671,544) (1,704) (7.1%)--
Other Income(4) 637,571 779,876 755,223 786,648 786,648 1,997 8.3%%
Effective Gross Income $6,111,258 $8,128,825 $8,875,087 $9,160,563 $9,584,976 $24,327 101.2%   
Total Expenses $2,589,010 $2,650,030 $2,672,272 $2,680,341 $3,927,916 $9,969 41.0%   
Net Operating Income $3,522,249 $5,478,795 $6,202,814 $6,480,221 $5,657,060 $14,358 59.0%   
Replacement Reserves 0 0 0 0 118,200 300 1.2      
Net Cash Flow $3,522,249 $5,478,795 $6,202,814 $6,480,221 $5,538,860 $14,058 57.8%   
(1)Historical cash flows are not available as The Avenue Property was recently constructed in 2018. The TTM column represents the trailing 12-month period ending November 30, 2018 which was during The Avenue Property’s lease up period. There is a gap in the historical financials after the loan sponsors’ acquisition in December 2018 as well as a change in financial reporting and therefore a more recent trailing 12-month period is unavailable.

(2)Ann. T-6 Net Operating Income, Ann. T-3 Net Operating Income and Ann. T-1 Net Operating Income represent the annualized income from June 2018 to November 2018, September 2018 to November 2018 and the month of November 2018, respectively, and reflect the trailing 12-month expenses ending November 30, 2018 and a 3.0% management fee.

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

(4)Other Income includes laundry, vending, utility, parking and miscellaneous other income.

 

Property Management. The Avenue Property is managed by Urban Resource, LLC, an affiliate of the borrower.

 

Escrows and Reserves. At origination, the borrower deposited into escrow $300,000 for real estate taxes and $25,000 for insurance premiums.

 

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments which currently equates to $141,100.

 

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance premiums which currently equates to $23,100.

 

Replacement Reserves – Commencing on the payment date in January 2021 and each payment date thereafter, the borrower is required to escrow $6,567 for replacement reserves.

 

Lockbox / Cash Management. The Avenue Loan is structured with a hard lockbox and in place cash management. All rents are required to be deposited directly by the tenants into a lockbox account controlled by the lender. All funds in the lockbox account are required to be swept to a lender-controlled cash management account every business day and applied on each payment date to the payment of debt service and the funding of required reserves. Provided no Cash Trap Period (as defined below) is continuing, all funds remaining in the cash management account after payment of the aforementioned items will be transferred into the borrower’s operating account. During a Cash Trap Period, all excess cash in the cash management account will be retained by the lender as additional collateral for The Avenue Loan.

 

A “Cash Trap Period” will commence (i) upon an event of default (including an event of default under the mezzanine loan) and end upon the cure of such event of default, provided that no other event of default is then continuing, (ii) if, from and after December 31, 2019,  the debt yield is less than 6.25% (including the mezzanine loan) or less than 7.0% (excluding the mezzanine loan), in each case, for two consecutive quarters, (until such time that, for two consecutive quarters, the debt yield is greater than or equal to 6.25% (including the mezzanine loan) and 7.0% (excluding the mezzanine loan)), (iii) if, from and after December 31, 2019, the debt service coverage ratio is less than 1.05x (including the mezzanine loan) or less than 1.25x (excluding the mezzanine loan), in each case, for two consecutive quarters (until such time that, for two consecutive quarters, the debt service coverage ratio is greater than or equal to 1.05x (including the mezzanine loan) and 1.25x (excluding the mezzanine loan)) or (iv) upon the death or incapacity of either of the loan sponsors (until acceptable replacement guarantors are in place).

 

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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56 of 149 

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR5
 
The Avenue

 

Additional Debt. A mezzanine loan was funded concurrently and is coterminous with The Avenue Loan. The mezzanine loan has an original principal balance of $25,680,000, accrues interest at a rate of 7.50000% per annum, and is interest-only for the entire mezzanine loan term. Including the mezzanine loan and The Avenues Loan, the cumulative Cut-off Date LTV, cumulative UW NCF DSCR and cumulative UW NOI DY are 71.4%, 1.11x and 6.6%, respectively. The mezzanine loan is currently held by LCM or an affiliate.

 

The Avenue Loan documents permit the mezzanine borrower, on or prior to December 21, 2023, to request an additional advance of mezzanine debt from LCM in an amount not to exceed the lesser of (a) $14,320,000 and (b) the amount (based on The Avenue Loan, the existing mezzanine loan and the new mezzanine debt) which would result in (x) a loan-to-value ratio that is no greater than 70.0% (y) a debt yield that is no less than 7.0% and (z) a debt service coverage ratio that is no less than 1.15x; provided that, among other things, the advance is secured by the same equity interests as the initial mezzanine loan. If LCM, in its sole discretion, elects not to fund the additional advance, The Avenue Loan documents permit the mezzanine borrower, on a date that is at least 120 days after the JPMCC 2019-COR5 closing date and on or prior to December 21, 2023, to enter into a new mezzanine loan with a mezzanine lender acceptable to the lender, provided that, among other things, (i) the existing mezzanine loan is paid in full, (ii) the new mezzanine loan is in a maximum principal amount that does not exceed the lesser of (a) $40,000,000 and (b) the amount which would result in, based on The Avenue Loan and the new mezzanine loan (x) a loan-to-value ratio that is no greater than 70.0% (y) a debt yield that is no less than 7.0% and (z) a debt service coverage ratio that is no less than 1.15x, (iii) rating agency confirmation is obtained and (iv) the new mezzanine lender has entered into an acceptable intercreditor agreement with the lender.

 

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 2019-COR5
 
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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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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: JPMCB   Single Asset / Portfolio: Single Asset
Credit Assessment     Title: Fee
(Fitch / KBRA / S&P)(1): BBB- / A / N/A   Property Type - Subtype: Office – CBD
Original Principal Balance(2): $50,000,000   Net Rentable Area (SF): 753,713
Cut-off Date Principal Balance(2): $50,000,000   Location: New York, NY
% of Pool by IPB: 7.2%   Year Built / Renovated: 1927 / 2010-2013
Loan Purpose: Refinance   Occupancy: 97.2%
Borrowers: 3 Columbus Circle LLC,   Occupancy Date: 1/1/2019
  3 Columbus Circle LLC - Series A,   Number of Tenants: 40
  3 Columbus Circle LLC - Series B   2016 NOI: $35,192,550
Sponsor: Joseph Moinian   2017 NOI: $34,698,749  
Interest Rate: 3.91400%   2018 NOI(5): $40,091,035
Note Date: 3/12/2019   TTM NOI: N/A
Maturity Date: 3/11/2029   UW Economic Occupancy: 97.9%
Interest-only Period: 120 months   UW Revenues: $79,416,007
Original Term: 120 months   UW Expenses: $18,918,555
Original Amortization: None   UW NOI(5): $60,497,452
Amortization Type: Interest Only   UW NCF: $56,594,080
Call Protection(3): L(27),Def(88),O(5)   Appraised Value / Per SF: $1,080,000,000 / $1,433
Lockbox / Cash Management: Hard / In Place   Appraisal Date: 1/1/2019
Additional Debt(2)(4): Yes      
Additional Debt Balance(2)(4): $440,000,000 / $105,000,000      
Additional Debt Type: Pari Passu / Subordinate Debt        
         

 

Escrows and Reserves(6)   Financial Information(2)
  Initial Monthly Initial Cap     Senior Notes Whole Loan  
Taxes:  $0 Springing N/A   Cut-off Date Loan / SF: $650 $789  
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $650 $789  
Replacement Reserves: $0 Springing $1,000,000   Cut-off Date LTV: 45.4% 55.1%  
TI/LC: $0 Springing $5,000,000   Maturity Date LTV: 45.4% 55.1%  
Other: $2,668,685 Springing $40,000,000   UW NCF DSCR: 2.91x 2.40x  
          UW NOI Debt Yield: 12.3% 10.2%  
               

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total  
Senior Notes $490,000,000 80.5%   Payoff Existing Debt(7) $371,671,992 61.1%
Subordinate Debt 105,000,000 17.2   Young & Rubicam Condo Purchase(8) 215,600,000 35.4  
Sponsor Equity 13,763,711 2.3   Closing Costs 18,823,034 3.1   
        Upfront Reserves 2,668,685 0.4   
Total Sources $608,763,711    100.0%   Total Uses $608,763,711 100.0%
(1)Fitch and KBRA provided the listed assessments for the 3 Columbus Circle Loan (as defined below) in the context of its inclusion in the mortgage pool. S&P does not provide a credit assessment but confirmed that the 3 Columbus Circle Loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(2)The 3 Columbus Circle Loan consists of the non-controlling Note A-1-2-A and is part of the 3 Columbus Circle Whole Loan evidenced by 15 senior pari passu notes and two subordinate notes, with an aggregate outstanding principal balance as of the Cut-off Date of $595.0 million. For additional information, see “The Loan” below.

(3)The lockout period will be at least 27 payments beginning with and including the first payment date of April 11, 2019. The borrowers have the option to defease the full $595.0 million 3 Columbus Circle Whole Loan after the earlier to occur of (i) two years after the closing date of the securitization that includes the last note to be securitized and (ii) the third anniversary of the first payment date. The assumed lockout period of 27 months is based on the expected closing date of the JPMCC 2019-COR5 securitization in June 2019. The actual lockout period may be longer.

(4)See “Additional Debt” below.

(5)The increase in Underwritten NOI from 2018 NOI is primarily attributable to (i) an additional 214,372 square foot lease executed with Young & Rubicam, Inc. on floors three through eight, accounting for approximately $16.3 million in underwritten base rent and (ii) rent steps through January 2020 or average rent over the loan term for investment grade tenants.

(6)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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(7)Includes approximately $21.7 million in defeasance costs.

(8)In conjunction with loan origination, Moinian executed a sale leaseback of floors three through eight to Young & Rubicam, Inc. For additional information, see “The Property” below.

 

The Loan. The 3 Columbus Circle mortgage loan (the “3 Columbus Circle Loan”) is part of a whole loan with an aggregate outstanding principal balance as of the Cut-off Date of $595.0 million (the “3 Columbus Circle Whole Loan”), secured by the borrowers’ fee simple interest in 21 condominium units in a 26-story, 753,713 square foot Class A office building located on Broadway between West 57th and 58th Streets in New York, New York (the “3 Columbus Circle Property”). The 3 Columbus Circle Whole Loan is comprised of (i) a senior loan, comprised of 15 pari passu notes with an aggregate principal balance as of the Cut-off Date of $490.0 million (the “3 Columbus Circle Senior Notes”), one of which (Note A-1-2-A with an outstanding principal balance as of the Cut-off Date of $50.0 million) is being contributed to the JPMCC 2019-COR5 Trust and constitutes the 3 Columbus Circle Loan, and the remainder of which have been, or are expected to be, contributed to other securitization trusts and (ii) a subordinate loan, comprised of two pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $105.0 million (collectively, the “3 Columbus Circle Subordinate Companion Loan”), each as described below. The relationship between the holders of the 3 Columbus Circle Senior Notes and 3 Columbus Circle Subordinate Companion Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 3 Columbus Circle Whole Loan” in the Preliminary Prospectus. The 3 Columbus Circle Whole Loan has a 10-year term and will be interest-only for the term of the loan. The most recent prior financing of the 3 Columbus Circle Property was securitized in CGCMT 2015-GC29, COMM 2015-CCRE22, COMM 2015-CCRE23 and WFCM 2015-LC20.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
Note A-1-1 $50,000,000 $50,000,000   Benchmark 2019-B10 No
Note A-1-2-A 50,000,000 50,000,000   JPMCC 2019-COR5  No
Note A-1-2-B 25,000,000 25,000,000   JPMCB No
Note A-1-3 75,000,000 75,000,000   Benchmark 2019-B11 No
Note A-1-4 40,000,000 40,000,000   JPMCB No
Note A-1-5 50,000,000 50,000,000   CS No
Note A-1-6 35,000,000 35,000,000   JPMCB No
Note A-1-7 25,000,000 25,000,000   JPMCB No
Note A-1-8 17,500,000 17,500,000   JPMCB No
Note A-2-1 25,000,000 25,000,000   BMARK 2019-B10 No
Note A-2-2 25,000,000 25,000,000   CF 2019-C1 No
Note A-2-3 25,000,000 25,000,000   CF 2019-C1 No
Note A-2-4 25,000,000 25,000,000   Benchmark 2019-B11 No
Note A-2-5-A 12,500,000 12,500,000   DBNY No
Note A-2-5-B 10,000,000 10,000,000   CCRE No
Senior Notes $490,000,000 $490,000,000      
Note B-1 51,450,000 51,450,000   Benchmark 2019-B10 Yes
Note B-2 53,550,000 53,550,000   Benchmark 2019-B10 No
Whole Loan $595,000,000 $595,000,000      

 

The Borrowers. The borrowers are 3 Columbus Circle LLC – Series A, 3 Columbus Circle LLC – Series B (each a “series” of 3 Columbus Circle LLC formed under the Delaware General Corporation Law) and 3 Columbus Circle LLC, a Delaware limited liability company. Each borrower is structured to be a single purpose bankruptcy-remote entity with 3 Columbus Circle LLC having two independent directors in its organizational structure. Two of the borrowers, 3 Columbus Circle LLC – Series A and 3 Columbus Circle LLC – Series B, own a portion of the 3 Columbus Circle Property as tenants-in-common. For additional information, please see “Description of the Mortgage Pool—Mortgage Pool Characteristics—Tenancies-in-Common” in the Preliminary Prospectus. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the 3 Columbus Circle 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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The Loan Sponsor. The borrower sponsor and nonrecourse carve-out guarantor is Joseph Moinian, the key principal of The Moinian Group (“Moinian”). Founded in 1982, Moinian is a private real estate acquisition, ownership, development and management company. Joseph Moinian is the nonrecourse carve-out guarantor for the 3 Columbus Circle Whole Loan. Moinian has acquired commercial properties throughout the country, focusing on major cities such as New York, Chicago, Dallas and Los Angeles. Moinian develops, owns and operates properties across every asset category, including office, hotel, retail, condos and rental apartments. Notable New York City investments include the Oskar, The Sky, 17 Battery North & South and 535-545 Fifth Avenue, with a portfolio of more than 20.0 million square feet.

 

The Property. The 3 Columbus Circle Property is a Class A, 26-story, 753,713 square foot office building with ground floor retail located in the Midtown neighborhood of Manhattan, New York. The 3 Columbus Circle Property occupies the entire city block bounded by Broadway, Eighth Avenue, West 57th Street and West 58th Street, and features panoramic views of Central Park, the Hudson River and New York City. The 3 Columbus Circle Property serves as the national headquarters for its largest tenant, Young & Rubicam, Inc. (“Young & Rubicam”) (49.8% of net rentable area; rated BBB+/BBB by Fitch and S&P), and approximately 72.0% and 78.8% of net rentable area and underwritten base rent, respectively, is leased to investment grade tenants, including Nordstrom’s, CVS Pharmacy, Chase Bank, Versace and AT&T among others.

 

The 3 Columbus Circle Property’s bottom five floors were originally constructed in 1904 and underwent a 22-story expansion by Shreve, Lamb and Harmon in 1927, the architectural firm behind the Empire State Building. From 2010 to 2013, the 3 Columbus Circle Property underwent an approximately $82.5 million building-wide renovation, including an approximately $44.0 million energy-efficient glass façade surrounding the building’s original foundation. In addition to the façade, the lobby received an approximately $1.0 million expansion and renovation that widened the existing entrance on Broadway and replaced the existing lobby walls with 12-foot glass walls. The retail space received approximately $3.0 million in capital improvements, including floor-to-ceiling windows and fully redesigned restrooms. The 3 Columbus Circle Property features modern building systems, 12 passenger elevators, a loading dock and office terraces on multiple floors. The 3 Columbus Circle Property has earned Energy Star designation and LEED Silver certification.

 

Moinian acquired the 3 Columbus Circle Property in 2004 for approximately $250 million. In 2011, when the 3 Columbus Circle Property was 33.3% occupied, Moinian sold a 48.9% interest in the building to SL Green, and together, Moinian and SL Green began an extensive multi-year redevelopment plan to reposition the 3 Columbus Circle Property to a Class A asset. In 2012, while the redevelopment was underway, a 214,372 square foot condominium interest which covers floors three through eight was sold to Young & Rubicam for approximately $143.6 million. Renovations were completed in 2013, and the 3 Columbus Circle Property was leased up to 97.2% as of January 1, 2019.  In 2018, Moinian repurchased SL Green’s interest in the 3 Columbus Circle Property for $227.5 million, and, in conjunction with the closing of the 3 Columbus Circle Whole Loan, Moinian repurchased Young & Rubicam’s condominium interest for $215.6 million. In conjunction with repurchase of the Young & Rubicam condominium interest, a new lease to Young & Rubicam was simultaneously executed for the space with an initial base rent set at $76.00 per square foot and a lease expiration of July 2033.

 

The 3 Columbus Circle Property is located in the Midtown West office submarket, proximate to other prominent buildings in Columbus Circle including the Time Warner Center and the Museum of Arts and Design. Nordstrom’s women’s store is expected to open in 2019 across the street at Central Park Tower. The Columbus Circle neighborhood benefits from nearby attractions including Central Park, Rockefeller Center, Radio City Music Hall, Lincoln Center for the Performing Arts and the Museum of Modern Art. In particular, the 3 Columbus Circle Property benefits from its location on Broadway, which is a major artery connecting the southern tip of Manhattan to Upper Manhattan. The 3 Columbus Circle Property’s frontage along Broadway, 8th Avenue, West 57th Street and West 58th Street provides its retail tenants with access to the pedestrian traffic in the area. The 3 Columbus Circle Property is accessible by public transportation with three subway lines within one block, New York Penn Station within an eight minute drive and LaGuardia Airport within a 21 minute drive.

 

As of January 1, 2019, the 3 Columbus Circle Property was 97.2% leased to a diversified roster of 40 tenants, including a mix of 32 office tenants, five telecom tenants and three investment grade retail tenants. The 3 Columbus Circle Property’s ten largest tenants occupy approximately 610,518 square feet (81.0% of net rentable area) and have a weighted average remaining lease term of approximately 13.0 years.

 

The largest tenant, Young & Rubicam (375,236 square feet; 49.8% of NRA; 39.9% of Underwritten Base Rent), a subsidiary of WPP (LSE: WPP) (rated BBB+/BBB by Fitch and S&P), is a marketing and communications company specializing in advertising, digital and social media, sales promotion, direct marketing and brand identity consulting. Young & Rubicam’s clients include a variety of companies including Campbell’s Soup Company, Colgate-Palmolive, Virgin Atlantic, Revlon, LG and Land Rover. Founded in 1923 and headquartered at the 3 Columbus Circle Property, Young & Rubicam has more than 190 offices in 95 countries. WPP is a global company in communications, commerce and technology services with over 150 companies. As of 2017, WPP reported £15.3 billion in revenue. Young & Rubicam has occupied the 3 Columbus Circle Property since 2012 and currently occupies floors 9, 10, 11, 18 and 19 through August 2033 and its condominium interest through July 2033, both with two, ten-year renewal options.

 

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 second largest tenant, Emerge 212 3CC LLC (57,359 square feet; 7.6% of NRA; 4.7% of Underwritten Base Rent) (“Emerge212”), a subsidiary of SL Green Realty Corp. (NYSE: SLG) (rated Baa3/BBB/BBB- by Moody’s, Fitch and S&P), was founded in 1999 and is an operator of full-service office suites. Emerge212 provides fully-furnished, privately leased, flexible office space, providing tenants the ability to grow and contract along with business needs. In addition to office space, tenants receive full-service amenities such as cafe areas, charging stations, conference rooms and event space. Emerge212 is located exclusively in New York with locations at 3 Columbus Circle, 125 Park Avenue and 1185 Avenue of the Americas. SL Green Realty Corp. is a self-managed real estate investment trust and a large commercial landlord in New York City. As of 2017, SL Green Corp. reported approximately $1.5 billion in total revenue and approximately $14.0 billion in total assets. Emerge212 currently occupies floors 15 and 16 through November 2027 and licenses its space as shared workspace.

 

The third largest tenant, Nordstrom (46,991 square feet; 6.2% of NRA; 19.6% of Underwritten Base Rent) (rated Baa1/BBB+/BBB+ by Moody’s, Fitch and S&P) (NYSE: JWN) is one of the nation’s largest upscale apparel and shoe retailers, serving customers through multiple retail channels, discount stores, boutiques, catalogs and the Internet. The store at the 3 Columbus Circle Property serves as Nordstrom’s first men’s store and its first store in Manhattan. Nordstrom is expected to open its flagship women’s store across the street at Central Park Tower in fall 2019. In addition to its online business, which reaches 96 countries, Nordstrom operates 379 U.S. stores in 40 states as well as six Nordstrom stores in Canada. As of fiscal year ended February 3, 2018, Nordstrom reported approximately $15.1 billion in net sales and approximately $8.1 billion in total assets. Nordstrom occupies the largest retail space on the ground floor as well as space on the second floor through October 2039 and has two, ten-year renewal options.

 

The 3 Columbus Circle Property is located in Manhattan, New York, in the Midtown West submarket within the greater Midtown office market. The Midtown West submarket contains approximately 31.0 million square feet of office inventory and is bordered by 72nd Street to the north, 42nd Street to the south, Seventh Avenue to the east and the Hudson River to the west. New York City’s largest employers include a diverse group of multinational corporations representing a variety of industries including healthcare, financial services, retail and education. 58 of the nation’s Fortune 500 corporations are headquartered in the New York Region including Verizon, J.P. Morgan Chase, Citigroup, IBM, MetLife, PepsiCo, American International Group, Morgan Stanley, New York Life Insurance, Goldman Sachs Group, TIAA, American Express and Time Warner.

 

As of the fourth quarter of 2018, the greater Midtown Class A office market consisted of approximately 181.1 million square feet of office space with an overall market vacancy of 9.3% and average asking rents of approximately $75.03 per square foot. The Midtown West Class A submarket totaled approximately 24.5 million square feet with average vacancy of 6.9% and average market asking rents of $76.87 per square foot. The overall Midtown office market achieved 23.7 million square feet in leasing activity in 2018 with overall and direct absorption levels totaling 7.3 million square feet and 8.1 million square feet, respectively.

 

The appraisal identified seven directly competitive Class A office rent comparables in the Midtown West submarket. Comparable buildings were built between 1950 and 2009 and range in size from 242,505 square feet to 790,000 square feet. Direct asking rents at the comparable properties ranged between $65.00 and $108.00 per square foot with a weighted average of approximately $82.47 per square foot. The 3 Columbus Circle Property’s in-place weighted average office rent is $71.11 per square foot, which compares favorably to the Appraisal’s Concluded Office Market Rent, which ranges from $77.00 per square foot to $100.00 per square foot, broken out by floor in the table below.

  

Summary of Appraisal’s Concluded Office Market Rent(1)
Floor(s) Appraisal’s Concluded Office
Market Rent PSF
3, 5-15 $77.00
4 $80.00
16-18 $85.00
19, 23-24 $93.00
20-22 $90.00
25-26 $100.00  
(1)Source: Appraisal.

 

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 appraisal identified five comparable retail spaces in the Manhattan market with rents ranging from $215.00 to $500.00 per square foot for grade space with a weighted average rent of approximately $338.58 per square foot. The 3 Columbus Circle Property’s in-place weighted average retail rent is $259.02 per square foot, which is above the appraisal’s concluded market rent of $194.51 per square foot.

 

Historical Occupancy(1)
  2016 2017 2018 Current(2)
Occupancy 98.4% 91.9% 98.0% 97.2%
(1)Historical occupancies are as of December 31 of each respective year.

(2)Current Occupancy is based on the January 1, 2019 rent roll.

 

Tenant Summary(1)
Tenant Type Ratings
Moody’s/Fitch/S&P(2)
Net Rentable Area
(SF)
% of
Total NRA
Base Rent
PSF(3)
% of Total
Base Rent
Lease
Expiration Date
Young & Rubicam, Inc.(4) Office NR / BBB+ / BBB 375,236 49.8% $72.06 39.9% Various
Emerge 212 3CC LLC Office Baa3 / BBB / BBB- 57,359 7.6 $55.00 4.7 11/30/2027
Nordstrom(5) Retail Baa1 / BBB+ / BBB+ 46,991 6.2 $282.15 19.6 10/31/2039
Jazz at Lincoln Center, Inc. Office NR / NR / NR 30,653 4.1 $52.00 2.4 4/30/2028
Josephson(6) Office NR / NR / NR 22,742 3.0 $100.00 3.4 12/31/2032
Versace USA, Inc. Office NR / BBB- / BBB- 21,342 2.8 $75.00 2.4 7/31/2025
CVS Caremark Pharmacy Retail Baa2 / NR / BBB 21,159 2.8 $193.20 6.0 7/31/2028
Trustees of Columbia(7) Office Aaa / NR / AAA 14,162 1.9 $77.77 1.6 8/31/2025
Cohen and Company LLC Office NR / NR / NR 11,166 1.5 $83.00 1.4 2/28/2029
Laura & John Arnold(8) Office NR / NR / NR 9,708 1.3 $56.00 0.8 7/31/2025
Total Major Office and Retail     610,518 81.0% $91.04 82.0%  
Other Occupied Office and Retail(9)     121,646 16.1 $99.39 17.8  
Total Occupied Office and Retail     732,164 97.1% $92.43 99.9%  
Telecom     218 0.1 $328.03 0.1  
Total Occupied     732,382 97.2% $92.50 100.0%  
Vacant(10)     21,331 2.8      
Total     753,713 100.0%             
               
(1)Based on the underwritten rent roll dated January 1, 2019.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Base Rent PSF includes rent steps through January 2020 and average rent over the loan term for investment grade tenants, including Young & Rubicam, Inc., Emerge 212 3CC LLC, Nordstrom, CVS Caremark Pharmacy, Chase Bank, Trustees of Columbia and AT&T Corp.

(4)Young & Rubicam, Inc. leases 375,236 square feet, of which (i) 214,372 square feet is leased for $76.00 per square foot and is set to expire July 2033, (ii) 124,760 square feet is leased for $68.60 per square foot and is set to expire August 2033, (iii) 34,634 square feet is leased for $62.00 per square foot and is set to expire in August 2033 and (iv) 1,300 square feet is leased for $32.50 per square foot and is set to expire in August 2033.

(5)Nordstrom leases 46,991 square feet, of which (i) 43,018 square feet is leased for $241.25 per square foot and (ii) 3,973 square feet is leased for $725.00 per square foot.

(6)Josephson is an affiliate of the borrowers and its leased space serves as headquarters for affiliates of the borrowers.

(7)Trustees of Columbia leases 14,162 square feet, of which (i) 6,031 square feet is leased for $76.53 per square foot, (ii) 5,020 square feet is leased for $78.79 per square foot and (iii) 3,111 square feet is leased for $78.51 per square foot.

(8)Laura & John Arnold has the right to cancel its lease at the end of any month occurring between March 1, 2020 and March 1, 2023, with no less than nine months’ prior notice and the payment of a termination fee.

(9)Other Occupied Office and Retail is inclusive of a 2,831 square foot management office with no attributable underwritten base rent. Subleases account for 20,015 square feet (2.7% of net rentable area).

(10)Vacant space includes 21,231 square feet of office space and 100 square feet of storage 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 2019-COR5
 
3 Columbus Circle

  

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 21,331 2.8% NAP NAP 21,331 2.8% NAP  NAP
MTM & 2019 0 0 0.0% $0 0.0% 21,331 2.8% $0 0.0%
2020 5 18,655 2.5% 1,463,746 2.2% 39,986 5.3% $1,463,746 2.2%
2021 5 19,013 2.5% 1,584,749 2.3% 58,999 7.8% $3,048,495 4.5%
2022 3 7,861 1.0% 686,928 1.0% 66,860 8.9% $3,735,423 5.5%
2023 5 18,327 2.4% 1,483,170 2.2% 85,187 11.3% $5,218,593 7.7%
2024 3 14,518 1.9% 1,201,163 1.8% 99,705 13.2% $6,419,756 9.5%
2025 5 60,820 8.1% 4,494,341 6.6% 160,525 21.3% $10,914,097 16.1%
2026 1 6,190 0.8% 520,827 0.8% 166,715 22.1% $11,434,923 16.9%
2027 1 57,359 7.6% 3,154,745  4.7% 224,074 29.7% $14,589,668 21.5%
2028 3 57,235 7.6% 6,142,196  9.1% 281,309 37.3% $20,731,865 30.6%
2029 and Thereafter(3) 13 472,404 62.7% 47,012,117 69.4% 753,713 100.0% $67,743,982 100.0%
Total 44 753,713 100.0% $67,743,982 100.0%        

(1)Based on the underwritten rent roll dated January 1, 2019.

(2)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule.

(3)2029 and Thereafter is inclusive of a 2,831 square foot management office and a 3,021 square foot storage space that have no underwritten rent.

 

Operating History and Underwritten Net Cash Flow(1)
  2015 2016 2017 2018 Underwritten Per Square Foot %(2)
Base Rent(3) $35,696,175 $41,873,116 $43,763,738 $48,360,889 $71,913,647 $95.41 88.8%
Vacant Income 0 0 0 0 1,977,018 2.62 2.4   
Gross Potential Rent $35,696,175 $41,873,116 $43,763,738 $48,360,889 $73,890,665 $98.04 91.2%
Total Reimbursements 3,840,772 2,954,447 3,436,707 4,969,121 7,102,216 9.42 8.8   
Total Other Income(4) 4,797,805 5,333,639 3,752,429 3,994,225 10,130 0.01 0.0   
Net Rental Income $44,334,752 $50,161,202 $50,952,874 $57,324,235 $81,003,011 $107.47 100.0%
(Vacancy/Credit Loss) 0 0 0 0 (1,587,003) (2.11) (2.0)  
Effective Gross Income $44,334,752 $50,161,202 $50,952,874 $57,324,235 $79,416,007 $105.37 98.0%
Total Fixed Expenses 7,341,633 7,763,377 8,781,856 9,797,054 10,509,084 13.94 13.2  
Total Operating Expenses 7,370,199 7,205,275 7,472,268 7,436,146 8,409,471 11.16 10.6  
Net Operating Income(5) $29,622,920 $35,192,550 $34,698,749 $40,091,035 $60,497,452 $80.27 76.2%
TI/LC 0 0 0 0 3,752,630 4.98 4.7  
Capital Expenditures 0 0 0 0 150,743 0.20 0.2  
Net Cash Flow $29,622,920 $35,192,550 $34,698,749 $40,091,035 $56,594,080 $75.09 71.3%

(1)Based on the underwritten rent roll dated January 1, 2019.

(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)Underwritten Base Rent is inclusive of rent steps through January 2020 and straight line rent for investment grade tenants over the loan term, accounting for approximately $4.2 million in Underwritten Base Rent. Historic base rent does not include rent from Young & Rubicam.

(4)Total Other Income from 2015 to 2018 included a condominium charge to Young & Rubicam for its share in building expenses. Underwritten rent reflects Young & Rubicam paying reimbursements under its lease.

(5)The increase in Underwritten NOI from 2018 NOI is primarily attributable to (i) an additional 214,372 square feet lease executed with Young & Rubicam on floors three through eight, accounting for approximately $16.3 million in underwritten base rent and (ii) rent steps through January 2020.

 

Property Management. The 3 Columbus Circle Property is managed by Columbus Property Management LLC, a New York limited liability company and an affiliate of the borrowers.

 

Escrows and Reserves. At loan origination, the borrowers deposited (i) approximately $1,820,891 into an outstanding tenant improvements and leasing commission reserve in connection with three leases and (ii) approximately $847,794 into a free rent reserve in connection with four leases.

 

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 2019-COR5
 
3 Columbus Circle

 

Tax Reserve - The borrowers are required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the estimated annual real estate taxes. In the event the borrowers provide evidence reasonably satisfactory to the lender that all taxes and other charges have been paid prior to the related due date and there is no event of default continuing, the requirement for monthly deposits into the tax reserve will be waived.

 

Insurance Reserve - The borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums. In the event the borrowers obtain and maintain a blanket insurance policy acceptable to the lender and there is no event of default continuing, the requirement for monthly deposits into the insurance reserve will be waived.

 

Replacement Reserve - During the continuance of a Cash Sweep Event (as defined below), the borrowers are required to deposit into a replacement reserve, on a monthly basis, an amount equal to $12,500 for replacement reserves (approximately $0.20 per square foot annually), subject to a cap of $1,000,000 (approximately $1.33 per square foot).

 

TI/LC Reserve - During the continuance of a Cash Sweep Event, the borrowers are required to deposit into a TI/LC reserve, on a monthly basis, an amount equal to $62,900 for tenant improvement and leasing commission obligations (approximately $1.00 per square foot annually), subject to a cap of $5,000,000 (approximately $6.63 per square foot).

 

Young & Rubicam Reserve - During the continuance of a Cash Sweep Event caused by a Tenant Trigger (as defined below), the borrowers are required to deposit into a Young & Rubicam reserve an amount equal to all excess cash flow in the cash management account to cover expenses anticipated to be incurred in connection with re-leasing the Young & Rubicam space, subject to a cap of $40,000,000 (approximately $106.60 per square foot of Young & Rubicam space).

 

Lockbox / Cash Management. The 3 Columbus Circle Whole Loan is structured with a hard lockbox and in place cash management. 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 are required to be swept each business day into a cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. All funds on deposit in the cash management account following the occurrence and during the continuance of a Cash Sweep Event following payment of debt service, required reserves and operating expenses are required to be deposited into the Young & Rubicam reserve or, to the extent the Cash Sweep Event is caused by a DSCR Trigger Event (as defined below), into the excess cash flow reserve, and in each case to be held and disbursed in accordance with the terms of the loan documents. During the continuance of an event of default, the lender may apply such funds in such order and priority as the lender determines. The lender has been granted a first priority security interest in the cash management account.

 

A “Cash Sweep Event” means the occurrence and continuation of (i) an event of default, (ii) any bankruptcy action of the borrowers or property manager, (iii) a DSCR Trigger Event or (iv) a Tenant Trigger.

 

A Cash Sweep Event may be cured in accordance with the following conditions: with respect to a Cash Sweep Event caused solely by (a) clause (i) above, the acceptance of a cure by the lender of the related event of default, (b) clause (ii) above if the borrowers have replaced the manager with a qualified manager under a replacement management agreement within 90 days in accordance with the loan documents, (c) clause (iii) above, a DSCR Cure Event (as defined below) has taken place, (d) clause (iv) above, if the Cash Sweep Event is caused solely by the occurrence of (x) a Tenant BK Trigger (as defined below), Young & Rubicam or its parent company affirming the Young & Rubicam lease in the applicable bankruptcy proceeding, (y) a Tenant Vacancy Trigger (as defined below), the replacement of Young & Rubicam with an acceptable replacement tenant pursuant to lease(s) approved in accordance with the terms of the loan documents and such tenant has accepted possession of its premises under the lease(s), with all tenant improvement costs and free rent amounts reserved with the lender, or (z) any Tenant Trigger, upon the satisfaction of the Tenant Escrow Requirement (as defined below) (in which case, the borrowers are deemed to have cured any existing Tenant Trigger immediately upon such date). Each cure is also subject to the following conditions: (1) no other event of default may have occurred and be continuing; and (2) the borrowers pay the lender’s reasonable expenses in connection with such cure. Notwithstanding the foregoing, in no event will the borrowers have the right to cure a Cash Sweep Event occurring from a borrower bankruptcy.

 

A “DSCR Trigger Event” means the debt service coverage ratio on the 3 Columbus Circle Whole Loan (as calculated in the loan documents) based on the trailing three-month period immediately preceding the date of determination is less than 1.30x.

 

A “DSCR Cure Event” means the debt service coverage ratio on the 3 Columbus Circle Whole Loan (as calculated in the loan documents), based on the trailing three-month period immediately preceding the date of determination, is at least 1.30x for two consecutive quarters.

 

A “Tenant Trigger” means either (i) a bankruptcy or certain insolvency actions of Young & Rubicam or its parent company (a “Tenant BK Trigger”) or (ii) if Young & Rubicam vacates, abandons or “goes dark” in 85% or more of its leased space (and no sub-tenant is then in occupancy of any of the space) (a “Tenant Vacancy 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 2019-COR5
 
3 Columbus Circle

 

A “Tenant Escrow Requirement” means the balance of the Young & Rubicam reserve has reached the cap of $40,000,000.

 

Additional Debt. The 3 Columbus Circle Subordinate Companion Loan, with an aggregate outstanding principal balance as of the Cut-off Date of $105.0 million, accrues interest at a fixed rate of 3.91400% per annum. The 3 Columbus Circle Subordinate Companion Loan has a 120-month term and is interest only for the full term. For additional information, see “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 3 Columbus Circle Whole Loan” in the Preliminary Prospectus.

 

Partial Release. 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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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 2019-COR5
 
Hampton Roads Office Portfolio

 

 

 

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 2019-COR5
 
Hampton Roads Office Portfolio

 

 

 

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 2019-COR5
 
Hampton Roads Office Portfolio

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $50,000,000   Title: Fee
Cut-off Date Principal Balance(1): $49,901,186   Property Type - Subtype: Office – Suburban
% of Pool by IPB: 7.1%   Net Rentable Area (SF): 1,322,003
Loan Purpose: Acquisition   Location: Various, VA
Borrowers(2): Various   Year Built / Renovated: Various / N/A
Sponsor: Lawrence Heller   Occupancy: 89.8%
Interest Rate: 5.30000%   Occupancy Date: Various
Note Date: 3/28/2019   Number of Tenants: 137
Maturity Date: 4/6/2029   2016 NOI: $12,770,635
Interest-only Period: None   2017 NOI: $13,066,164
Original Term: 120 months   2018 NOI: $13,405,071
Original Amortization(3): 360 months   TTM NOI: N/A
Amortization Type(3): Balloon   UW Economic Occupancy: 87.5%
Call Protection(4): L(26),Grtr1%orYM(91),O(3)   UW Revenues: $22,413,140
Lockbox / Cash Management: Hard / In Place   UW Expenses: $8,667,060
Additional Debt: Yes   UW NOI: $13,746,078
Additional Debt Balance(1)(3): $82,835,969 / $19,960,474   UW NCF: $11,746,570
Additional Debt Type(1)(3): Pari Passu / Mezzanine Loan   Appraised Value / Per SF: $185,200,000 / $140
      Appraisal Date: 1/7/2019
         

 

Escrows and Reserves(5)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:                      $100  
Taxes:  $600,000 $150,800 N/A   Maturity Date Loan / SF:                    $84  
Insurance: $30,000 $22,200 N/A   Cut-off Date LTV: 71.7%  
Replacement Reserves: $250,000 $33,050 $4,000,000   Maturity Date LTV: 60.3%  
TI/LC: $1,500,000 $168,555 N/A   UW NCF DSCR: 1.34x  
Other $1,311,289 $0 N/A   UW NOI Debt Yield: 10.4%  
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(1) $133,000,000   69.7%   Purchase Price $183,000,000 95.9%
Mezzanine Loan 20,000,000  10.5      Closing Costs 4,206,061 2.2   
Sponsor Equity 37,897,350      19.9      Upfront Reserves 3,691,289 1.9   
Total Sources $190,897,350    100.0%   Total Uses $190,897,350 100.0%
               

(1)The Hampton Roads Office Portfolio Loan (as defined below) is part of a whole loan evidence by six pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of approximately $132.7 million. The Financial Information presented in the chart above reflects the Cut-off Date Balance of the approximately $132.7 million Hampton Roads Office Portfolio Whole Loan (as defined below).

(2)The borrowers are Hampton Roads I Owner, LLC, Hampton Roads II Owner, LLC, Hampton Roads III Owner, LLC, Hampton Roads IV Owner, LLC, Hampton Roads V Owner, LLC, Hampton Roads VI Owner, LLC, Hampton Roads VII Owner, LLC, Hampton Roads VIII Owner, LLC, Hampton Roads IX Owner, LLC, Hampton Roads TRS Holding A, LLC, Hampton Roads TRS Holding B, LLC and Hampton Roads TRS Holding C, LLC.

(3)The Hampton Roads Office Portfolio Whole Loan amortizes pursuant to a fixed amortization schedule as set forth in Annex G to the Preliminary Prospectus. Debt service coverage ratios are calculated using the sum of the first 12 principal and interest payments after the Cut-off Date based on the assumed principal and interest payment schedule set forth in Annex G to the Preliminary Prospectus.

(4)The lockout period will be at least 26 payment dates beginning with and including the first payment date of May 6, 2019. The borrowers may prepay the Hampton Roads Office Portfolio Whole Loan along with a yield maintenance premium after the date that is the earlier to occur of (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) October 6, 2022. The assumed lockout period of 26 payments is based on the expected JPMCC 2019-COR5 securitization closing date in June 2019. The actual lockout period may be longer. Partial releases are permitted. See “Partial Releases” below.

(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 2019-COR5
 
Hampton Roads Office Portfolio

 

The Loan. The Hampton Roads Office Portfolio loan, with a principal balance of approximately $49.9 million as of the Cut-off Date (the “Hampton Roads Office Portfolio Loan”), is secured by a first mortgage lien on the borrowers’ fee simple interest in 22 office properties comprised of 1,322,003 square feet of net rentable area (the “Hampton Roads Office Portfolio Properties” or the “Hampton Roads Office Portfolio”) located in Chesapeake, Hampton and Virginia Beach, Virginia. The Hampton Roads Office Portfolio Loan is part of a whole loan that has an aggregate outstanding principal balance as of the Cut-off Date of approximately $132.7 million (the “Hampton Roads Office Portfolio Whole Loan”) and is comprised of six pari passu notes, each as described in the “Whole Loan Summary” chart below. The controlling Note A-1 and non-controlling Note A-5, with an aggregate outstanding principal balance as of the Cut-off Date of approximately $49.9 million, is being contributed to the JPMCC 2019-COR5 Trust. The non-controlling Notes A-2, A-3, A-4 and A-6 with an aggregate outstanding principal balance as of the Cut-off Date of approximately $82.8 million is held by LCM or an affiliate and expected to be contributed to one or more future securitizations or may otherwise be transferred at any time. The relationship between the holders of the Hampton Roads Office Portfolio Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Hampton Roads Office Portfolio Loan has a 10-year term and amortizes pursuant to a fixed amortization schedule as set forth in Annex G to the Preliminary Prospectus. The most recent prior financing of the Hampton Roads Office Portfolio Properties was not included in a securitization.

 

Whole Loan Summary
Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1, A-5 $50,000,000 $49,901,186 JPMCC 2019-COR5  Yes
A-2   33,000,000   32,934,783 LCM No
A-3   20,000,000  19,960,474 LCM No
A-4   20,000,000  19,960,474 LCM No
A-6   10,000,000    9,980,237 LCM No
Total $133,000,000 $132,737,155    

 

The Borrowers. The borrowing entities are Hampton Roads I Owner, LLC, Hampton Roads II Owner, LLC, Hampton Roads III Owner, LLC, Hampton Roads IV Owner, LLC, Hampton Roads V Owner, LLC, Hampton Roads VI Owner, LLC, Hampton Roads VII Owner, LLC, Hampton Roads VIII Owner, LLC, Hampton Roads IX Owner, LLC, Hampton Roads TRS Holding A, LLC, Hampton Roads TRS Holding B, LLC and Hampton Roads TRS Holding C, LLC, each a Delaware limited liability company and special purpose entity structured to be bankruptcy remote with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Hampton Roads Portfolio Whole Loan.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Lawrence Heller. Mr. Heller is the managing member of Acme Equities LLC, a private holding company that invests in the real estate, oil and gas, power, hotel and high yield markets. Mr. Heller has over 30 years of experience in the development and execution of deals involving real estate acquisitions, distressed oil and gas assets, real estate workouts, and high yield debt trading and has actively managed a portfolio of family real estate holdings comprised of over 175 properties throughout the United States. In addition, Mr. Heller has invested over $5.0 billion of capital over the past decade.

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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Hampton Roads Office Portfolio

 

Portfolio Summary
Property Name City Year Built Total SF

% of

Total 

Occupancy(1)     UW NOI

Allocated

Whole Loan

Original

Balance

Appraised Value
510 Independence Parkway Chesapeake 1999 97,081 7.3% 89.4% $1,158,451 $11,030,000  $14,100,000
676 Independence Parkway Chesapeake 2008 73,345 5.5% 100.0%  1,138,059 11,010,000  11,200,000
700 Independence Parkway Chesapeake 2001 96,807 7.3% 96.8%  1,090,718 9,050,000  13,400,000
1309 Executive Boulevard Chesapeake 2001 49,870 3.8% 100.0%  789,623 7,770,000  8,500,000
1317 Executive Boulevard Chesapeake 2007 73,583 5.6% 89.7%  786,921 7,560,000  12,400,000
200 Golden Oak Court Virginia Beach 1988 74,290 5.6% 84.1%  734,143 7,260,000  10,900,000
1301 Executive Boulevard Chesapeake 2006 50,020 3.8% 100.0%  734,393 7,070,000  8,100,000
505 Independence Parkway Chesapeake 2000 63,568 4.8% 100.0%  724,577 7,010,000  8,500,000
1313 Executive Boulevard Chesapeake 2002 49,870 3.8% 100.0%  666,481 6,360,000  8,500,000
208 Golden Oak Court Virginia Beach 1989 63,825 4.8% 94.6%  681,012 6,310,000  9,000,000
1305 Executive Boulevard Chesapeake 2002 49,865 3.8% 100.0%  560,171 6,090,000  7,100,000
500 Independence Parkway Chesapeake 2001 51,000 3.9% 100.0%  634,815 6,000,000  7,400,000
501 Independence Parkway Chesapeake 2000 63,474 4.8% 83.9%  577,702 5,880,000  8,000,000
1 Enterprise Parkway Hampton 1987 63,029 4.8% 86.7%  549,986 5,450,000  7,700,000
1457 Miller Store Road Virginia Beach 1988 65,192 4.9% 100.0%  509,981 5,060,000  6,100,000
2809 South Lynnhaven Road Virginia Beach 1987 62,924 4.8% 79.8%  581,922 4,360,000  9,500,000
22 Enterprise Parkway Hampton 1990 72,444 5.5% 76.2%  543,069 4,140,000  8,900,000
521 Butler Farm Road Hampton 1989 44,651 3.4% 100.0%  415,939 4,080,000  6,300,000
21 Enterprise Parkway Hampton 1998 75,915 5.7% 63.6%  387,210 3,820,000  9,100,000
484 Viking Drive Virginia Beach 1987 39,633 3.0% 43.3%  81,275 3,780,000  5,400,000
629 Phoenix Drive Virginia Beach 1996 24,549 1.9% 100.0%  262,829 2,640,000  2,900,000
5 Manhattan Square Hampton 1999 17,068 1.3% 100.0%  136,801 1,270,000  2,200,000
Total / Wtd. Avg.     1,322,003 100.0% 89.8% $13,746,078 $133,000,000 $185,200,000

(1)Based on the underwritten rent rolls dated as of March 1, 2019.

 

The Properties. The Hampton Roads Office Portfolio Properties are comprised of 22 office properties totaling 1,322,003 square feet situated throughout Virginia in Chesapeake (11 properties, 54.3% of net rentable area; 64.5% of underwritten net operating income), Virginia Beach (six properties, 25.0% of net rentable area; 20.7% of underwritten net operating income) and Hampton (five properties, 20.7% of net rentable area; 14.8% of underwritten net operating income). The Hampton Roads Office Portfolio Properties are leased by a granular and diverse roster of publicly-traded and national and international firms, regional companies, and local businesses. The tenant base represents a broad range of industries including law, financial services, healthcare, military, logistics, technology, consumer goods, communications, insurance, and real estate and offers limited exposure, as no single tenant occupies more than 3.8% of net rentable area. Additionally, the Hampton Roads Office Portfolio has exhibited an average 10-year historical occupancy since 2009 equal to 88.8%. As of the March 1, 2019 underwritten rent rolls, the Hampton Roads Office Portfolio Properties were 89.8% leased to 137 tenants over 151 leases at a weighted average underwritten base rent equal to $14.87 per square foot.

 

The largest tenant at the Hampton Roads Office Portfolio is Cegedim Dendrite (“Cegedim”) (49,870 square feet; 3.8% of net rentable area; 4.8% of underwritten base rent). Founded in 1969, Cegedim is a global technology and services company that supplies services, technological tools, specialized software, data flow management services and databases. Cegedim’s offerings are targeted notably at healthcare professionals, healthcare industries, life science companies, and health insurance companies. Cegedim is the world’s leading provider of pharmaceutical-specific customer relationship management solutions with a 35.0% global market share. Cegedim employs more than 4,500 people in more than 10 countries. Cegedim fully occupies the 1309 Executive Boulevard property located in Chesapeake, Virginia, where it originally took occupancy in 2001 and is on a lease initially expiring in December 2020. Cegedim currently pays base rent equal to $17.05 per square foot, has no termination options and has two, five-year renewal options remaining.

 

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 second largest tenant at the Hampton Roads Office Portfolio is Sutherland Global Services Inc. (“Sutherland”) (49,870 square feet; 3.8% of net rentable area; 4.0% of underwritten base rent). Found in 1986, Sutherland is a business process outsourcing and technology-enabled services company, that provides an integrated set of back-office and customer facing front-office services that support the entire customer lifecycle. Sutherland offers digital, customer engagement, and business process transformation services. Sutherland serves clients in banking and financial services, healthcare, technology, media and communications, retail, insurance, travel and hospitality, government industries in the United States and internationally. Sutherland fully occupies the 1313 Executive Boulevard property located in Chesapeake, Virginia, where it originally took occupancy in 2012 and is on a lease initially expiring in September 2024. Sutherland currently pays base rent equal to $14.10 per square foot, has no termination options and one, five-year renewal option remaining.

 

The third largest tenant at the Hampton Roads Office Portfolio is General Dynamics Info (“General Dynamics”) (46,745 square feet; 3.5% of net rentable area; 3.2% of underwritten base rent; rated A2/NR/A+ by Moody’s/Fitch/S&P). General Dynamics is an American aerospace and defense multinational corporation. General Dynamics is the world’s fifth-largest defense contractor based on 2012 revenues and ranked No. 99 in the 2018 Fortune 500 list of the largest United States corporations by total revenue. General Dynamics has over 105,000 employees and reported over $36.0 billion of revenue in 2018. General Dynamics occupies 46,745 square feet at the 700 Independence Parkway property located in Chesapeake, Virginia, where it originally took occupancy in 2017 and is on a lease initially expiring in January 2022. General Dynamics currently pays base rent equal to $12.02 per square foot, has no termination options and one, five-year renewal option remaining.

 

The Markets. The Hampton Roads Office Portfolio Properties are located across four individual submarkets within the Hampton Roads office market in Southeastern Virginia: Battlefield in Chesapeake (six properties; 33.7% of net rentable area; 38.7% of underwritten net operating income), Lynnhaven in Virginia Beach (six properties; 25.0% of net rentable area; 20.7% of underwritten net operating income), Greenbrier in Chesapeake (five properties; 20.7% of net rentable area; 25.7% of underwritten net operating income) and Hampton Roads Center in Hampton (five properties; 20.7% of net rentable area; 14.8% of underwritten net operating income). The majority of the Hampton Roads Office Portfolio Properties within each submarket are in close proximity to one another and are located within individual business parks.

 

According to a market report, as of the first quarter of 2019, the overall Hampton Roads office market contained approximately 53.0 million square feet across 3,522 buildings with an overall market vacancy of 8.3% and average asking rents of approximately $17.96 per square foot. The Battlefield office submarket contained approximately 1.3 million square feet across 46 buildings with an overall market vacancy of 2.4% and average asking rents of approximately $18.97 per square foot. The Lynnhaven office submarket contained approximately 1.9 million square feet across 74 buildings with an overall market vacancy of 13.0% and average asking rents of approximately $18.65 per square foot. The Greenbrier office submarket contained approximately 3.3 million square feet across 137 buildings with an overall market vacancy of 5.5% and average asking rents of approximately $17.99 per square foot. The Hampton Roads Center office submarket contained approximately 1.2 million square feet across 26 buildings with an overall market vacancy of 28.4% and average asking rents of approximately $14.13 per square foot. Based on the square footage of the Hampton Roads Office Portfolio Properties, the weighted average vacancy and average asking rents as of the first quarter of 2019 were equal to 11.1% and $17.69 per square foot, respectively.

 

Historical and Current Occupancy(1)
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Current(2)
87.7% 89.2% 86.9% 88.5% 89.2% 89.2% 87.9% 87.3% 92.0% 90.5% 89.8%

(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is as of the rent rolls dated March 1, 2019.

 

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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Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)

Net

Rentable
Area (SF)

% of
Total NRA
Base Rent
PSF(3)
% of Total
Base Rent(3)
Lease
Expiration Date
Cegedim Dendrite(4) NR / NR / NR 49,870         3.8% $17.05 4.8% 12/31/2020
Sutherland Global Services Inc.(4) NR / NR / NR 49,870      3.8 $14.10 4.0    9/30/2024
General Dynamics Info(4) A2 / NR / A+ 46,745     3.5 $12.02 3.2    1/31/2022
Ferguson Enterprises, Inc. NR / NR / NR 44,651     3.4   $9.99 2.5    3/31/2021
Children’s Hospital of The King’s Daughters, Inc.(4)(5) NR / NR / NR 38,213     2.9 $12.57 2.7    5/31/2026
Ultralife Corporation NR / NR / NR 32,522     2.5   $8.99 1.7    4/30/2021
Schenker, Inc.(4) NR / NR / NR 31,709     2.4 $12.23 2.2    Various(6)
Science Systems and Applications Inc.(5) NR / NR / NR 30,755     2.3 $11.20 2.0    5/31/2021
Antech Systems NR / NR / NR 28,609     2.2 $18.87 3.1    5/31/2021
United States Coast Guard Community Services Command Aaa / AAA / AA+ 27,498     2.1 $14.78 2.3    1/31/2027
Top 10 Total / Wtd. Avg.   380,442       28.8% $13.18 28.4%  
Other Tenants   806,568    61.0 $15.67 71.6    
Total Occupied Space   1,187,01        89.8% $14.87 100.0%  
Vacant   134,993     10.2      
Total   1,322,00        100.0%      

(1)Based on the underwritten rent rolls dated as of March 1, 2019.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Base Rent includes approximately $519,618 in contractual rent steps through April 2020 for certain tenants.

(4)Cegedim Dendrite has two, five-year renewal options remaining, Sutherland Global Services Inc. has one, five-year renewal options remaining, General Dynamics Info has one, five-year renewal option remaining, Children’s Hospital of The King’s Daughters, Inc. has one, five-year renewal option remaining and Schenker, Inc. has two, five-year renewal options remaining.

(5)Children’s Hospital of The King’s Daughters, Inc. has the right to terminate its lease at any time after May 31, 2023 by providing at least 12 months’ notice. Science Systems and Applications Inc. has the right to terminate its lease at any time by providing at least six months’ notice and payment of a termination fee.

(6)Schenker, Inc. leases 26,283 square feet through January 2021 and 5,426 square feet through June 2022.

 

Lease Rollover Schedule(1)(2)
Year Number of
Leases
Expiring
Net
Rentable
Area
Expiring
% of NRA
Expiring
Base Rent
Expiring(3)
% of Base
Rent
Expiring(3)
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring(3)
Cumulative
% of Base
Rent
Expiring(3)
Vacant NAP 134,993 10.2% NAP NAP 134,993 10.2% NAP NAP
2019 & MTM 19 101,031 7.6% $1,404,801 8.0% 236,024 17.9% $1,404,801 8.0%
2020 34 232,671 17.6% 3,394,913 19.2% 468,695 35.5% $4,799,714 27.2%
2021 38 366,781 27.7% 5,289,654 30.0% 835,476 63.2% $10,089,368 57.1%
2022 23 162,112 12.3% 2,581,256 14.6% 997,588 75.5% $12,670,624 71.8%
2023 18 103,500 7.8% 1,869,353 10.6% 1,101,088 83.3% $14,539,976 82.4%
2024 8 119,643 9.1% 1,843,642 10.4% 1,220,731 92.3% $16,383,618 92.8%
2025 2 26,786 2.0% 384,827 2.2% 1,247,517 94.4% $16,768,445 95.0%
2026 1 38,213 2.9% 480,337 2.7% 1,285,730 97.3% $17,248,783 97.7%
2027 1 27,498 2.1% 406,420 2.3% 1,313,228 99.3% $17,655,203 100.0%
2028 0 0 0.0% 0 0.0% 1,313,228 99.3% $17,655,203 100.0%
2029 0 0 0.0% 0 0.0% 1,313,228 99.3% $17,655,203 100.0%
2030 & Beyond 7 8,775 0.7% 0 0.0% 1,322,003 100.0% $17,655,203    100.0%
Total 151 1,322,003 100.0% $17,655,203 100.0%        

(1)Based on the underwritten rent rolls dated March 1, 2019.

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

(3)Base Rent Expiring includes approximately $519,618 in contractual rent steps through April 2020 for certain tenants.

 

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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Hampton Roads Office Portfolio

 

Operating History and Underwritten Net Cash Flow
  2016 2017 2018 Underwritten Per Square
Foot
  %(1)
Rents in Place $14,197,324 $15,261,475 $16,255,440 $17,135,585 $12.96 67.0%
Contractual Rent Steps(2) 0 0 0 519,618 0.39       2.0    
Vacant Income 0 0 0 2,621,779 1.98     10.2    
Gross Potential Rent $14,197,324 $15,261,475 $16,255,440 $20,276,982 $15.34   79.3%
Total Reimbursements 6,233,629 5,649,360 5,536,333 5,114,619 3.87     20.0   
Total Other Income 165,751 176,645 170,993 188,993 0.14       0.7   
Net Rental Income $20,596,703 $21,087,482 $21,962,768 $25,580,594 $19.35 100.0%
(Vacancy/Credit Loss) 0 0 0 (3,167,455) (2.40)      (12.4)  
Effective Gross Income $20,596,703 $21,087,482 $21,962,768 $22,413,140 $16.95        87.6%
Total Expenses $7,826,068 $8,021,315 $8,557,696 $8,667,060 $6.56    38.7%   
Net Operating Income $12,770,635 $13,066,164 $13,405,071 $13,746,078 $10.40        61.3%
Total TI/LC, CapEx/RR 0 0 0 1,999,510 1.51       8.9   
Net Cash Flow $12,770,635 $13,066,164 $13,405,071 $11,746,570 $8.89 52.4%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(2)Based on the contractual rent steps through April 2020 for certain tenants.

 

Property Management. The Hampton Roads Office Portfolio Properties are managed by LingComm, LLC, a third-party management company.

 

Escrows and Reserves. At origination, the borrowers deposited into escrow $1,500,000 for tenant improvements and leasing commissions, approximately $1,001,936 for outstanding tenant improvements and leasing commissions, $600,000 for real estate taxes, $250,000 for replacement reserves, $223,102 for required repairs, approximately $86,251 for outstanding free rent and $30,000 for insurance premiums.

 

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $150,800.

 

Insurance Escrows – On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated insurance premiums, which currently equates to $22,200.

 

Replacement Reserves – On a monthly basis, the borrowers are required to escrow $33,050 for replacement reserves, subject to a cap of $4,000,000.

 

TI/LC Reserves – On a monthly basis, the borrowers are required to escrow $168,555 for tenant improvements and leasing commissions.

 

Lockbox / Cash Management. The Hampton Roads Office Portfolio Whole Loan is structured with a hard lockbox and in place cash management. All rents are required to be deposited directly by the tenants into a lockbox account controlled by the lender. All funds in the lockbox account are required to be swept to a lender-controlled cash management account every business day and applied on each payment date to the payment of debt service and the funding of required reserves. Provided no Cash Trap Period (as defined below) is continuing, all funds remaining in the cash management account after payment of the aforementioned items will be transferred into the borrowers’ operating account. During a Cash Trap Period, all excess cash in the cash management account will be retained by the lender as additional collateral for the Hampton Roads Office Portfolio Whole Loan.

 

A “Cash Trap Period” will commence (i) upon an event of default (including an event of default under the mezzanine loan), (ii) from and after October 6, 2019, if the debt service coverage ratio is less than 1.10x (including the mezzanine loan) (until such time that the debt service coverage ratio is greater than or equal to 1.10x for two consecutive quarters) or (iii) upon 60 days after the death or incapacity of the loan sponsor.

 

Additional Debt. A mezzanine loan was funded concurrently and is coterminous with the Hampton Roads Office Portfolio Whole Loan. The mezzanine loan has an original principal balance of $20.0 million, accrues interest at a rate of 7.97750% per annum, and amortizes pursuant to a fixed amortization schedule. Including the mezzanine loan, the cumulative Cut-off Date LTV, cumulative UW NCF DSCR and cumulative UW NOI DY are 82.5%, 1.11x and 9.0%, respectively. The mezzanine loan is currently held by LCM or an affiliate.

 

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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Hampton Roads Office Portfolio

 

Release Parcels. The Hampton Roads Office Portfolio Whole Loan provides for the release of two unimproved outparcel tracts consisting of approximately 0.814 acres and 0.998 acres, respectively, provided that, among other things, (i) the borrowers deposit $200,000 per release into the replacement reserve account and (ii) the release is in compliance with the REMIC conditions.

 

Partial Release. Commencing on the date that is two years after the securitization closing date of the last pari passu note to be securitized, the borrowers may obtain the release of any of the Hampton Roads Office Portfolio Properties, provided that, among other conditions, (i) the borrowers prepay a portion of the Hampton Roads Office Portfolio Whole Loan equal to the greater of (a) 115.0% of the allocated loan amount of the Hampton Roads Office Portfolio Property being released and (b) 100.0% of net sales proceeds, in each case, together with the applicable yield maintenance premium, and (ii) the debt yield (as calculated in accordance with the loan documents) for the remaining Hampton Roads Office Portfolio Properties following the release is not less than the greater of (a) the debt yield immediately preceding such release and (b) 8.3%.

 

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 2019-COR5
 
SWVP Portfolio

 

 

 

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 2019-COR5
 
SWVP Portfolio

 

 

 

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 2019-COR5
 
SWVP Portfolio

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller(1): JPMCB   Single Asset / Portfolio: Portfolio
Original Principal Balance(2): $35,000,000   Title: Fee
Cut-off Date Principal Balance(2): $35,000,000   Property Type - Subtype: Hotel – Full Service
% of Pool by IPB: 5.0%   Net Rentable Area (Rooms): 1,192
Loan Purpose: Refinance   Location: Various
Borrowers: SWVP New Orleans LLC, SWVP   Year Built / Renovated: Various / Various
  Sawgrass Mills LLC, SWVP Charlotte   Occupancy/ADR/RevPAR: 80.3% / $150.49 / $120.88
  LLC, SWVP Raleigh LLC   Occupancy/ADR/RevPAR Date: 1/31/2019
Sponsor: Southwest Value Partners Fund   Number of Tenants: N/A
  XVI, LP   2016 NOI: $21,390,216
Interest Rate: 4.95800%   2017 NOI: $23,153,479
Note Date: 4/18/2019   2018 NOI: $23,248,958
Maturity Date: 5/1/2029   TTM NOI (as of 1/2019): $23,723,247
Interest-only Period: 120 months   UW Occupancy/ADR/RevPAR: 80.3% / $150.49 / $120.88
Original Term: 120 months   UW Revenues: $67,719,285
Original Amortization: None   UW Expenses: $43,853,764
Amortization Type: Interest Only   UW NOI: $23,865,520
Call Protection(3): L(25),Def(91),O(4)   UW NCF: $20,479,556
Lockbox / Cash Management: Hard / Springing   Appraised Value / Per Room(4): $335,600,000 / $281,544
Additional Debt(2): Yes   Appraisal Date: 10/16/2018
Additional Debt Balance(2): $165,000,000      
Additional Debt Type(2): Pari Passu      
         

 

Escrows and Reserves(5)   Financial Information(2)
  Initial Monthly Initial Cap   Cut-off Date Loan / Room:   $167,785
Taxes: $822,222 $205,555 N/A   Maturity Date Loan / Room:   $167,785
Insurance: $990,844 $82,570 N/A   Cut-off Date LTV(4):   59.6%
FF&E $0 5.0% of Gross Revenues N/A   Maturity Date LTV(4):   59.6%
Other: $5,097,938 Springing N/A   UW NCF DSCR:   2.04x
          UW NOI Debt Yield:   11.9%
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(2) $200,000,000 100.0%   Payoff Existing Debt $134,273,134 67.1%
        Upfront Reserves 6,911,003 3.5   
        Closing Costs 3,110,937 1.6   
        Return of Equity(6) 55,704,926 27.9   
Total Sources $200,000,000 100.0%   Total Uses $200,000,000 100.0%

(1)The SWVP Portfolio Whole Loan (as defined below) was co-originated by Societe Generale Financial Corporation (“SGFC”) and JPMCB.

(2)The SWVP Portfolio Loan (as defined below) is part of a whole loan evidenced by 10 pari passu notes with an aggregate original principal balance as of the Cut-off Date of $200.0 million. Financial Information presented in the chart above reflects the Cut-off Date balance of SWVP Portfolio Whole Loan.

(3)The lockout period will be at least 25 payments beginning with and including the first payment date of June 1, 2019. Defeasance of the full $200.0 million SWVP Portfolio Whole Loan is permitted after the date that is the earlier to occur of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) May 1, 2022 (the “Permitted Release Date”). The assumed lockout period of 25 months is based on the expected closing date of the JPMCC 2019-COR5 securitization in June 2019. The actual lockout period may be longer.

(4)Appraised Value / Per Room, Cut-off Date LTV and Maturity Date LTV are calculated based on the As Portfolio appraised value of $335,600,000, which assumes (i) the bulk sale value of the SWVP Portfolio Properties (as defined below) in one transaction to one purchaser and (ii) all funds required for the capital improvements in connection with such a bulk sale are escrowed. The sum of the individual As-Is appraised values of the SWVP Portfolio Properties without the capital deduction escrow is $316,600,000, which represents a Cut-off Date LTV and Maturity Date LTV of 63.2%.

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

(6)The loan sponsor has a total cost basis of approximately $209.4 million and will have approximately $9.4 million of remaining cash equity following the refinancing of the SWVP Portfolio Properties.

 

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 2019-COR5
 
SWVP Portfolio

 

The Loan. The SWVP Portfolio loan is part of a whole loan evidenced by 10 pari passu promissory notes, each as described below, with an aggregate original principal balance of $200.0 million (the “SWVP Portfolio Whole Loan”), secured by the borrowers’ fee interests in four full service hotels located in Louisiana, Florida, and North Carolina (collectively, the “SWVP Portfolio Properties”). The non-controlling Note A-9, with an outstanding principal balance as of the Cut-off Date of $35,000,000, will be included in the JPMCC 2019-COR5 Trust. The remaining notes, which are currently held by the parties identified in the table below, are expected to be contributed to one or more future securitization trusts. The relationship between the holders of the SWVP Portfolio Whole Loan will be governed by a co-lender agreement as described underDescription of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The SWVP Portfolio Whole Loan has a 10-year term and is interest-only for the full term of the loan.

 

  Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1, A-3 $45,000,000 $45,000,000 BBCMS 2019-C3 Yes
A-2 30,000,000 30,000,000 SGFC No
A-4 10,000,000 10,000,000 SGFC No
A-5 10,000,000 10,000,000 SGFC No
A-6 5,000,000 5,000,000 SGFC No
A-7, A-8 50,000,000 50,000,000 Benchmark 2019-B11 No
A-9 35,000,000 35,000,000 JPMCC 2019-COR5 No
A-10 15,000,000 15,000,000 JPMCB No
Total $200,000,000 $200,000,000    

 

The Borrowers. The borrowing entities are SWVP New Orleans LLC, SWVP Sawgrass Mills LLC, SWVP Raleigh LLC and SWVP Charlotte LLC, each a Delaware limited liability company structured to be a special purpose entity with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the SWVP Portfolio Whole Loan.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Southwest Value Partners Fund XVI, LP. Southwest Value Partners (“SWVP”), is a private real estate investment firm based in San Diego, California. SWVP currently owns and manages over 30 assets with an aggregate value of over $3.0 billion, including 13 hotels comprised of 3,867 rooms. SWVP’s consolidated hospitality portfolio consists of 13 operating properties and one hotel under construction for a total of 4,458 rooms, all of which are flagged by Hilton (five), Marriott (four), Hyatt (three) and IHG (one), along with one independent boutique. Since inception, SWVP has invested more than $1.5 billion of equity in over 100 transactions with a total capitalization of approximately $3.9 billion. SWVP acquired the SWVP Portfolio Properties between 2013 and 2015 for an aggregate purchase price of approximately $164.4 million. Since acquisition, SWVP has indicated that approximately $40.0 million in capital improvements have been invested across the SWVP Portfolio Properties. SWVP has a total cost basis of approximately $209.4 million and will have approximately $9.4 million of remaining cash equity following the refinancing of the SWVP Portfolio Properties. The guarantor (or a supplemental guarantor as permitted by the loan documents) is required to maintain a net worth of not less than $40.0 million and liquidity of not less than $10.0 million during the term of the SWVP Portfolio Whole Loan, provided that neither the guarantor nor any supplemental guarantor is required to maintain liquidity of not less than $10.0 million for any period during which the borrowers maintain liquidity of not less than $5,000,000.

 

The Properties. The SWVP Portfolio Properties are comprised of four full service hotel properties built between 1983 and 2001 totaling 1,192 rooms. As of January 31, 2019, the SWVP Portfolio Properties were 80.3% occupied.

 

SWVP Portfolio Summary
Property Name – Location Property Type – Subtype No. of
Rooms
Year Built /
Renovated

Allocated Whole
Loan Amount

% of
ALA
Appraised
Value(1)
UW NCF
InterContinental – New Orleans, LA Hotel – Full Service 484 1983 / 2013 $106,300,000 53.2% $170,000,000 $10,344,521
DoubleTree Sunrise – Sunrise, FL Hotel – Full Service 252 2001 / 2011 37,000,000 18.5 61,000,000 3,980,206
DoubleTree Charlotte – Charlotte, NC Hotel – Full Service 207 1985 / 2012 30,000,000 15.0 50,000,000 3,256,464
DoubleTree RTP – Durham, NC Hotel – Full Service 249 1988 / 2013 26,700,000 13.4 40,200,000 2,898,365
Total   1,192   $200,000,000 100.0% $335,600,000 $20,479,556

(1)Total Appraised Value reflects the As Portfolio appraised value of $335,600,000, which assumes (i) the bulk sale value of the SWVP Portfolio Properties in one transaction to one purchaser and (ii) all funds required for the capital improvements in connection with such a bulk sale are escrowed. The sum of the individual As-Is appraised values of the SWVP Portfolio Properties is $316,600,000, which represents a Cut-off Date LTV and Maturity Date LTV of 63.2%.

 

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

 

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Historical Occupancy, ADR and RevPAR(1)
  Occupancy ADR RevPAR
Property 2016 2017 2018 TTM(2) 2016 2017 2018 TTM(2) 2016 2017 2018 TTM(2)
InterContinental 73.1% 75.8% 78.9% 79.6% $164.61 $169.07 $167.35 $169.13 $120.38 $128.16 $132.12 $134.65
DoubleTree Sunrise 85.7% 89.0% 86.7% 87.0% $140.03 $144.43 $148.39 $148.91 $119.94 $128.49 $128.61 $129.53
DoubleTree Charlotte 82.8% 80.6% 79.6% 78.9% $146.36 $150.23 $144.54 $144.77 $121.12 $121.01 $115.01 $114.29
DoubleTree RTP 72.5% 73.8% 76.0% 76.2% $119.29 $119.69 $120.60 $120.56 $86.51 $88.31 $91.67 $91.85
Weighted Average(3) 77.3% 79.0% 80.1% 80.3% $146.78 $150.27 $149.62 $150.48 $113.34 $118.66 $119.96 $121.09

(1)Based on data provided by a third party market research report. The variances between the underwriting, the appraisal and the third party market research provider with respect to Occupancy, ADR and RevPAR at the SWVP Portfolio Properties are attributable to differing reporting methodologies, and/or timing differences.

(2)TTM represents the trailing 12-month period ending January 31, 2019.

(3)Weighted by room count.

 

Historical Occupancy, ADR and RevPAR Penetration Rates(1)
  Occupancy ADR RevPAR
 Property 2016 2017 2018 TTM(2) 2016 2017 2018 TTM(2) 2016 2017 2018 TTM(2)
InterContinental 97.0% 96.3% 101.2% 102.0% 94.4% 96.8% 93.4% 94.3% 91.6% 93.2% 94.6% 96.2%
DoubleTree Sunrise 113.5% 115.3% 112.8% 113.3% 117.7% 116.1% 116.7% 120.9% 133.7% 133.9% 131.7% 137.0%
DoubleTree Charlotte 108.7% 110.0% 116.4% 116.1% 102.1% 103.0% 99.5% 99.9% 111.0% 113.2% 115.8% 116.0%
DoubleTree RTP 98.5% 100.3% 100.3% 99.9% 100.0% 101.4% 100.9% 105.6% 98.5% 101.7% 101.2% 105.4%
Weighted Average(3) 102.8% 103.5% 106.1% 106.4% 101.9% 102.9% 101.0% 103.2% 105.3% 107.1% 107.5% 110.2%

(1)Based on data provided by a third party market research report. The variances between the underwriting, the appraisal and the third party market research provider with respect to Occupancy, ADR and RevPAR at the SWVP Portfolio Properties are attributable to differing reporting methodologies, and/or timing differences.

(2)TTM represents the trailing 12-month period ending January 31, 2019.

(3)Weighted by room count.

 

InterContinental. The InterContinental property is a 484-room, 15-story, full service hotel located in downtown New Orleans, Louisiana. The InterContinental property is situated on a 1.10-acre lot and has a long term lease for 120 parking spaces with the adjacent property owner, resulting in a parking ratio of approximately 0.25 spaces per room. The InterContinental property was built in 1983 and renovated in 2013. The hotel has standard and suite-style guestrooms on levels four through 14 of the InterContinental property. Guestrooms feature a dresser with a 42-inch flat-panel television, a desk, an armchair, bedside tables, and a coffeemaker. Guestroom amenities includes high-speed Internet access, a telephone with voicemail and data port and a private deck or patio in select rooms. Hotel amenities include two restaurants, 24-hour room service, a rooftop pool with changing rooms and shower facilities, poolside dining, a fitness facility, on-site laundry facility, nanny/babysitting services, business center and over 30,000 square feet of flexible meeting/banquet space, which can accommodate over 1,000 people. Since acquisition, SWVP has invested approximately $28.5 million in capital improvements consisting of a redesigned lobby, removal of an escalator and elimination of leased outlets to create more meeting space.

 

The InterContinental property is located in New Orleans, within the parish of Orleans, Louisiana. Known for its multicultural heritage and world-famous music and cuisine, New Orleans is predominantly recognized as a tourist destination. In addition to tourism, the greater New Orleans area is a significant logistics center, owing to its access to the Mississippi River, the Gulf of Mexico and numerous railways. Major employers within the market include Ochsner Health System, University Medical Center, Tulane University and University of New Orleans. The InterContinental’s top corporate accounts represent many of the primary employers in the local marketplace, as well as high-volume demand drivers in the immediate vicinity of the hotel. According to SWVP, Shell, Pan America, Iberia Bank, Bank of America, the United States Fifth Circuit Court of Appeals, Louisiana State Bar Association and Jones Walker are some of the top corporate accounts at the InterContinental property and are located blocks from the hotel. Access to the InterContinental property is provided by St. Charles Avenue. The neighborhood surrounding the InterContinental property is comprised of high-rise office and residential buildings, hotels, world-renowned restaurants, upscale retail establishments, entertainment venues and tourism attractions. Some specific facilities in the area include the Ernest N. Morial Convention Center, the Mercedes-Benz Superdome, the Smoothie King Center and Harrah’s New Orleans Hotel & Casino. New Orleans has hosted two NBA All-Star games, the NCAA Final Four, WWE’s WrestleMania XXX, and Super Bowl XLVII. The InterContinental property is served by the Louis Armstrong New Orleans International Airport, which is located approximately 12.0 miles northwest of the hotel. The appraisal identified a 234-room hotel that is expected to directly compete with the InterContinental property. The competing property is estimated to open in September 2019. According to the appraisal, demand segmentation for the InterContinental property is 55% meeting and group, 25% commercial, and 20% leisure.

 

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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DoubleTree Sunrise. The DoubleTree Sunrise property is a 252-room, 10-story, full service hotel located in Sunrise, Florida. The DoubleTree Sunrise property is situated on a 4.22-acre site and has 293 parking spaces either onsite or available to it by way of a title insured easement and license, resulting in a parking ratio of approximately 1.16 spaces per room. The DoubleTree Sunrise property was built in 2001 and renovated in 2011. Guestrooms are configured as either standard or suites-style. Guestrooms feature an entertainment dresser with 37-inch television, a work desk, an armchair, an ottoman and a coffeemaker. Guestroom amenities include wireless, high-speed internet access and a telephone with voicemail and data port. Suites feature a separate living room with a 42-inch television, a large desk with high-speed wireless internet access, a chair with ottoman and a double sleeper sofa. Suites also feature a small refrigerator and microwave. Hotel amenities include a restaurant, an outdoor pool, outdoor whirlpool, fitness facility, laundry/valet service, airport/local shuttle, a business center and over 10,000 square feet of flexible meeting space. Since acquisition, SWVP has invested approximately $4.3 million in capital improvements consisting of a general refresh of all areas of the DoubleTree Sunrise property, including the reconstruction of the retail shop, refinished and reupholstered bar/lounge, new soft goods package in meeting rooms and a refresh of corridors, elevators and elevator lobbies. Guestrooms received new headboards, nightstands and desk chairs, while guestroom bathrooms were refinished and received new tile shower surrounds.

 

The DoubleTree Sunrise property is located in Sunrise, Florida. Sunrise is a suburb of Fort Lauderdale, which is the county seat of Broward County. Fort Lauderdale is a popular tourism and yachting destination in the South Florida region. Sunrise has a diverse economic base, with strong employers in finance, health care, manufacturing, marine, aviation, technology, life sciences and tourism. Major employers within the market include Nova Southeastern University, American Express, Spirit Airlines and Citrix. American Express is the #1 corporate account for the DoubleTree Sunrise property and had an ADR of approximately $156.00 for 2018. The American Express Company corporate offices is a regional headquarters office designed for 3,000 employees that opened in early 2017 on the southeast corner of Northwest 136th Street and Sunrise Boulevard. Sawgrass Mills is a 2.1 million square foot outlet mall located approximately 1.0 mile north of the DoubleTree Sunrise property and draws approximately 23.0 million visitors annually from more than 110 countries. Other major demand generators located within six miles of the DoubleTree Sunrise property include BB&T Center, MDLIVE, Sawgrass Technology Park, and Cigna Healthcare. BB&T is home to the NHL’s Florida Panthers and host of numerous events throughout the year. Access to the DoubleTree Sunrise property is provided by Yellow Toucan Road. The DoubleTree Sunrise property’s neighborhood will also feature Metropica, a 65-acre, $1.5 billion mixed-use development. Metropica will feature 785,000 square feet of office space and a major residential condominium component. The DoubleTree Sunrise property is served primarily by the Fort Lauderdale Hollywood International Airport, which is located approximately 10.0 miles southeast of the hotel. The appraisal identified a 174-room hotel that is expected to directly compete with the DoubleTree Sunrise property. The competing property is expected to open in August 2020. According to the appraisal, demand segmentation for the DoubleTree Sunrise property is 60% commercial, 20% meeting and group, and 20% leisure.

 

DoubleTree Charlotte. The DoubleTree Charlotte property is a 207-room, six-story, full service hotel located in Charlotte, North Carolina. The DoubleTree Charlotte property is situated on a 6.53-acre site and has 259 parking spaces, resulting in a parking ratio of approximately 1.25 spaces per room. The DoubleTree Charlotte property was built in 1985 and renovated in 2012. The hotel comprises two connected towers; the original tower is three stories and features the public spaces and guestrooms, while the six-story tower only contains guestrooms. All guestrooms are configured in a suite style. In-room amenities include a wet-bar or kitchenette, separate living areas, sofa beds, complimentary coffee and Wi-Fi access for a fee. Additionally, some suites feature balconies with views of the Garden Courtyard and Symphony Park. Hotel amenities include two full service restaurants, a Grab and Go Market, an outdoor pool, a business center, a fitness center, a gift shop and over 12,000 square feet of meeting space. Since acquisition, SWVP has completed $5.3 million in improvements including over $4.0 million in DoubleTree Charlotte property improvement plan items. Improvements included upgrading 14 suites, renovating the fitness room, and replacing the phone system. In 2019, the DoubleTree Charlotte property started an approximately $5.0 million capital improvement project that includes improvements to the guestrooms, guest suite bathrooms, corridors, lobby and dining area. The renovation of the lobby and restaurant are expected to commence in the fourth quarter of 2019.

 

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 DoubleTree Charlotte property is located in Charlotte, North Carolina. The Charlotte market is the third largest financial center in the nation according to the appraisal. The area is also home to manufacturing, retail and wholesale trade, information, and an increasing number of international companies. Charlotte is home to eight Fortune 500 company headquarters that represent the finance, energy and manufacturing industries, as well as the retail sector. Major employers within the market include Carolinas Healthcare System, Wells Fargo, Charlotte-Mecklenburg Schools, Wal-Mart Store Inc. and Bank of America. The neighborhood surrounding the DoubleTree Charlotte property is comprised of restaurants, office buildings and retail shopping centers along the primary thoroughfares, with residential areas located along the secondary roadways. Other businesses in the area include the SouthPark shopping mall, Coca-Cola Bottling Company, and Nucor Corporation. Other demand generators include Bank of America Stadium, BB&T Ballpark, EpiCentre, Spectrum Center, NASCAR Hall of Fame, Blumenthal Performing Arts Center and AvidXchange Music Factory, as well as the Carowinds amusement park located in southwestern Charlotte. Access to the DoubleTree Charlotte property is provided by Morrison Boulevard, South Park Drive, Interstate 77 and Interstate 485, allowing easy access to the airport and Uptown Charlotte. The DoubleTree Charlotte property is served primarily by the Charlotte Douglas International Airport, which is located approximately seven miles to the northwest of the hotel. The appraisal identified two new hotels with a combined 320-rooms, which are expected to directly compete with the DoubleTree Charlotte property. The competing properties are expected to open in 2020. According to the appraisal, demand segmentation for the DoubleTree Charlotte property is 43% commercial, 32% meeting and group, and 25% leisure.

 

DoubleTree RTP. The DoubleTree RTP property is a 249-room, five-story, full service hotel located in Durham, North Carolina. The DoubleTree RTP property is situated on a 12.50-acre site and has 366 parking spaces, resulting in a parking ratio of approximately 1.47 spaces per room. The DoubleTree RTP property was built in 1988 and renovated in 2013. The hotel offers a mix of guestrooms and suites, which are located on all levels of the DoubleTree RTP property’s single building. Guestrooms feature one king or two double beds, two telephones with voicemail and data ports, a large work desk, high speed internet access available for a fee, a coffee maker, a hairdryer and an iron/board. Hotel amenities include a restaurant and lounge adjacent to the lobby, and seven meeting rooms on the first floor, which includes a large ballroom. Additional amenities consist of an outdoor pool, a fitness room, a lobby workstation, a market pantry and a vending area. Since acquisition, SWVP has invested approximately $1.8 million in capital improvements, including upgrades to the exterior lighting, parking lot, public spaces and restaurant.

 

The DoubleTree RTP property is located in Durham, North Carolina. Durham is part of the greater Raleigh/Durham economic base and is part of the Research Triangle Park, which includes the neighboring cities of Chapel Hill and Raleigh. The Durham economy has a diverse economic base within the healthcare, bioscience, technology and education sectors, including healthy employment levels at companies in the Research Triangle Park. Major employers in the market include Duke University, Duke University Health System, IBM, North Carolina State University, WakeMed Health & Hospitals, and UNC Rex Healthcare. The hotel’s top accounts encompass the prominent businesses in Research Triangle Park, including IBM, GlaxoSmithKline and Cisco. Access to the DoubleTree RTP property is provided by Page Creek Lane, Old Page Road and Interstate 40, which is the nearest major highway. The neighborhood surrounding the DoubleTree RTP property is comprised of restaurants, office buildings, and retail shopping centers along the primary thoroughfares, with residential areas located along some secondary roadways. Other specific businesses and entities in the area include Duke Medical Plaza Page Road, Alcami, Cenduit and Merrill Lynch Wealth Management. The DoubleTree RTP property is served by the Raleigh-Durham International Airport, which is located approximately two miles to the east of the hotel. The appraisal identified a proposed new hotel that has been approved by the Research Triangle Foundation and is currently in the planning stages. According to the appraisal, demand segmentation for the DoubleTree RTP property is 50% commercial, 30% leisure, and 20% meeting and group.

 

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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Operating History and Underwritten Net Cash Flow
  2016 2017 2018 TTM(1) Underwritten Per Room(2) % of Total Revenue(3)
Occupancy 77.8% 79.0% 79.8% 80.3% 80.3%    
ADR $146.17 $149.79 $150.15 $150.49 $150.49    
RevPAR $113.61 $118.36 $119.90 $120.88 $120.88    
               
Room Revenue $49,492,887 $51,496,118 $52,165,543 $52,476,386 $52,593,360 $44,122 77.7%
Food & Beverage Revenue 11,453,086 13,034,557 12,432,826 12,931,530 12,931,530 10,849 19.1
Other Departmental Revenue 1,767,360 1,834,540 2,130,803 2,194,395 2,194,395 1,841 3.2
Total Revenue $62,713,333 $66,365,215 $66,729,172 $67,602,311 $67,719,285 $56,811 100.0%
               
Room Expense $10,639,861 $11,122,787 $11,210,546 $11,329,879 $11,352,438 $9,524 21.6%
Food & Beverage Expense 6,962,035 7,516,095 7,378,949 7,493,877 7,493,876 6,287 58.0
Other Departmental Expenses 443,506 427,338 434,921 436,195 436,432 366 19.9
Departmental Expenses $18,045,402 $19,066,220 $19,024,416 $19,259,951 $19,282,745 $16,177 28.5%
               
Departmental Profit $44,667,931 $47,298,995 $47,704,756 $48,342,360 $48,436,539 $40,635 71.5%
               
Operating Expenses $18,175,172 $18,877,536 $19,063,691 $19,189,533 $19,182,636 $16,093 28.3%
Gross Operating Profit $26,492,759 $28,421,459 $28,641,065 $29,152,827 $29,253,903 $24,542 43.2%
               
Management Fees $1,880,640 $1,990,218 $2,001,183 $2,027,379 $2,031,579 $1,704 3.0%
Property Taxes 2,301,211 2,396,596 2,394,820 2,395,025 2,394,820 2,009

3.5

Property Insurance 920,692 881,166 996,104 1,007,176 961,984 807 1.4
Total Other Expenses $5,102,543 $5,267,980 $5,392,107 $5,429,580 $5,388,383 $4,520 8.0%
               
Net Operating Income $21,390,216 $23,153,479 $23,248,958 $23,723,247 $23,865,520 $20,021 35.2%
FF&E 0 0 0 0 3,385,964 2,841 5.0
Net Cash Flow $21,390,216 $23,153,479 $23,248,958 $23,723,247 $20,479,556 $17,181 30.2% 

(1)TTM reflects the trailing 12 month period ending January 31, 2019.

(2)Per Room values are based on 1,192 guest rooms.

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

 

Property Management. The SWVP Portfolio Properties are managed by Dimension Development Two, LLC, a Louisiana limited liability company.

 

Franchise Agreements. The InterContinental property has a license agreement with Holiday Hospitality Franchising, LLC, a Delaware limited liability company, an affiliate of InterContinental Hotels Group. The current franchise agreement is effective as of January 23, 2013 for a term of approximately 20 years, with an expiration date of January 23, 2033. The franchise agreement provides for a royalty fee of 5.0% of gross room revenues and a services contribution of 3.0% of gross room revenues.

 

The DoubleTree Sunrise property has a franchise agreement with Hilton Franchise Holding LLC, a Delaware limited liability company (as successor in interest to Doubletree Franchise LLC). The current franchise agreement is effective as of May 28, 2014 for a term of approximately 15 years, with an expiration date of May 31, 2029. The franchise agreement provides for a royalty fee of 5.0% of gross room revenues and a program fee of 4.0% of gross room revenues.

 

The DoubleTree Charlotte property has a franchise agreement with Hilton Franchise Holding LLC, a Delaware limited liability company (as successor in interest to Doubletree Franchise LLC). The current franchise agreement is effective as of October 30, 2014 for a term of approximately 15 years, with an expiration date of October 31, 2029. The franchise agreement provides for a royalty fee of 5.0% of gross room revenues and a program fee of 4.0% of gross room revenues.

 

The DoubleTree RTP property has a franchise agreement with Hilton Franchise Holding LLC, a Delaware limited liability company. The current franchise agreement is effective as of May 28, 2015 for a term of approximately 15 years, with an expiration date of May 31, 2030. The franchise agreement provides for a royalty fee of 5.0% of gross room revenues and a program fee of 4.0% of gross room revenues.

 

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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Franchise Agreement Summary
Property Flag Franchise Fee(1) Expiration Date
InterContinental Holiday Hospitality Franchising, LLC 8.0% January 23, 2033
DoubleTree Sunrise Hilton Franchise Holding LLC 9.0% May 31, 2029
DoubleTree Charlotte Hilton Franchise Holding LLC 9.0% October 31, 2029
DoubleTree RTP Hilton Franchise Holding LLC 9.0% May 31, 2030

(1)Includes marketing fees due under the franchise agreements.

 

Escrows and Reserves. At origination, the borrowers deposited into escrow (i) $5,000,000 for property improvement reserves, (ii) $990,844 for insurance reserves, (iii) $822,222 for real estate taxes and (iv) $97,938 for deferred maintenance.

 

Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $205,555.

 

Insurance Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated insurance premiums, which currently equates to $82,570.

 

FF&E Reserves - On a monthly basis, the borrowers are required to deposit an amount equal to the greater of (i) 1/12 of the amount required to be reserved annually for FF&E expenses with respect to its property under the applicable franchise agreement and (ii) 1/12 of 5.0% of aggregate annual rents (excluding hotel taxes) of its property based on the prior year (the “FF&E Reserve”).

 

PIP Reserves - In the event the borrowers are required to complete a property improvement plan (“PIP”), the borrowers are required to deposit an amount into a reserve for such PIP (the “PIP Reserve”) equal to (A) the estimated cost approved by the lender for such PIP over the immediately succeeding 12 month period exceeds (B)(i) the sum of (a) the amount on deposit in the FF&E Reserve allocated to such property and (b) the amount required to be deposited in the FF&E Reserve for such property over the immediately succeeding 12 month period, less (ii) the greater of (a) the sum of the Base FF&E Amounts (as set forth below) for each property not subject to such PIP and (b) the aggregate amount of budgeted approved capital expenses and FF&E expenses for such period for all SWVP Portfolio Properties, provided such deposit amount may not be less than $0, and the borrowers are entitled to certain credits set forth in the SWVP Portfolio Loan documents.

 

Hotel Tax Reserves - During the continuance of any Cash Management Period (as defined below), on a monthly basis, the borrowers are required to deposit an amount equal to the hotel taxes for the preceding monthly hotel tax reporting period (which is the period from and including the 21st day of any calendar month to and including the 20th day of the immediately succeeding calendar month).

 

Base FF&E Amounts” means (i) with respect to the InterContinental, $1,603,580.56; (ii) with respect to the DoubleTree Sunrise, $727,295.74; (iii) with respect to the DoubleTree RTP, $538,471.37; and (iv) with respect to the DoubleTree Charlotte, $510,767.93.

 

Lockbox / Cash Management. The loan documents require a hard lockbox and springing cash management. The borrowers were required to send direction letters to all tenants, credit card companies and other payees instructing them to deposit all rents and credit card receipts directly into a lender controlled lockbox account for each property. The loan documents require that all rents received by the borrowers or property manager be deposited into the lockbox account within one business day of receipt. During the continuance of a Cash Management Period, all sums on deposit in the lockbox account are required to be transferred on a daily basis to a cash management account controlled by the lenders and applied and disbursed in accordance with the loan documents. Excess cash on deposit following application of funds for payment of debt service, required reserves and operating expenses will be applied as follows: (a) to the extent a Cash Management Period is in effect solely due to a Franchise Trigger Event (as defined below) to the PIP Reserve subaccount, and (b) to the extent a Cash Management Period is in effect (other than due solely as a result of a Franchise Trigger Event), to the excess cash collateral subaccount.

 

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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A “Cash Management Period” means the occurrence of any of the following: (i) the maturity date, (ii) an event of default, (iii) the date the debt service coverage ratio (as calculated in accordance with the loan documents) as of the last day of each calendar quarter during the term is less than 1.40x, (iv) the date that is 12 months prior to the maturity date, if both (a) the franchise agreement with respect to any property is scheduled to expire earlier than 24 months after the maturity date, and (b) the FF&E Reserve subaccount does not then have a balance that is equal to or greater than the product of the number of units at each property that has a franchise agreement expiring less than 24 months after the maturity date, multiplied by $20,000, (v) the date that is 12 months prior to the expiration or early termination, or if less than 12 months, the date upon which the expiration or early termination date becomes known to the borrowers if the borrowers have not provided evidence of the satisfaction of the New License Conditions (as defined below) as of such date, (vi) a PIP for the property is required by the franchisor or replacement franchisor and the borrowers have not deposited the required PIP Reserve deposit, (clauses (iv), (v) or (vi) are referred to as a “Franchise Trigger Event”), or (vii) any voluntary or involuntary petition or bankruptcy action of the borrowers or property manager (“Insolvency Cash Management Trigger Event”).

 

A Cash Management Period will end upon satisfaction of certain terms and conditions including, without limitation, (A) with respect to the matters described in clause (ii) above, the cure of such event of default if no other event of default has occurred and is continuing, (B) with respect to the matter described in clause (iii) above, the lenders have determined that the property has achieved a debt service coverage ratio of at least 1.40x for two consecutive calculation dates, (C) with respect to the matter described in clause (iv) above, upon the repayment in full of the SWVP Portfolio Whole Loan, (D) with respect to the matter described in clause (v) above, the date upon which the borrowers satisfy the New License Conditions (subject to the satisfaction of the requirements in clause (E) with respect to the PIP required in connection with the satisfaction of the New License Conditions), (E) with respect to the matter described in clause (vi) above, the funds on deposit in the PIP Reserve are at least equal to the full amount of the estimated cost, as approved by the lenders, to satisfy any repairs, replacements, remediation, renovation or improvement required by the franchisor or any successor franchisor or licensor pursuant to any and all then existing PIPs, or (F) with respect to any matter described in clause (vii) above, the completion of an Insolvency Cash Management Trigger Cure (as defined below).

 

Insolvency Cash Management Trigger Cure” means (1) with respect to an Insolvency Cash Management Trigger Event, any such petition or proceeding against the borrowers or manager which caused an Insolvency Cash Management Trigger Event is subject to a final nonappealable dismissal or (2) with respect to an Insolvency Cash Management Trigger Event pertaining to the manager, a replacement manager has been appointed for all of the SWVP Portfolio Properties.

 

New License Conditions” means (i) the entering into of a replacement franchise agreement with an approved replacement flag or the extension or renewal of an existing franchise agreement, in each case for a term that does not expire until a date which is as least two years beyond the maturity date and contains market terms consistent with other license agreements issued by the approved replacement flag and (ii) a tri-party agreement or comfort letter has been issued by the approved replacement flag for the benefit of the lenders.

 

Partial Release. At any time on or after any payment date after the Permitted Release Date, any of the borrowers, with the exception of the SWVP New Orleans LLC borrower, may obtain the release of any of the SWVP Portfolio Properties, with the exception of the InterContinental property, provided that, among other conditions, (i) no event of default has occurred and is continuing (other than an event of default which applies only to the property to be released), (ii) the borrowers prepay a portion of the SWVP Portfolio Whole Loan equal to the greater of (a) 120% of the allocated loan amount of the property being released and (b) an amount by which the principal balance of the SWVP Portfolio Whole Loan would need to be reduced to satisfy the following clauses (iii) and (iv), (iii) the debt service coverage ratio (as calculated in accordance with the loan documents) for the remaining properties following the release is not less than the greater of (1) the debt service coverage ratio immediately preceding such release and (2) 2.03x, (iv) the loan-to-value for the remaining properties is not greater than the lesser of (1) the loan-to-value immediately preceding such release and (2) 59.6%, and (v) all defeasance conditions set forth in the loan documents are satisfied.

 

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 2019-COR5
 
Terrace at Traverse Mountain

 

 

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 2019-COR5
 
Terrace at Traverse Mountain

 

 

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 2019-COR5
 
Terrace at Traverse Mountain

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance: $32,000,000   Title: Fee
Cut-off Date Principal Balance: $32,000,000   Property Type - Subtype: Retail – Anchored
% of Pool by IPB: 4.6%   Net Rentable Area (SF): 117,097
Loan Purpose: Refinance   Location: Lehi, UT
Borrower: TMCV Retail #1 Retail Center, LLC   Year Built / Renovated: 2016-2018 / N/A
Sponsor: Frank L. VanderSloot   Occupancy: 90.0%
Interest Rate: 4.90000%   Occupancy Date: 12/31/2018
Note Date: 2/15/2019   Number of Tenants: 41
Maturity Date: 3/6/2029   2016 NOI(1): N/A
Interest-only Period: 120 months   2017 NOI(1): N/A
Original Term: 120 months   2018 NOI(1): $2,046,959
Original Amortization: None   TTM NOI(1): N/A
Amortization Type: Interest Only   UW Economic Occupancy: 89.5%
Call Protection: L(27),Def(90),O(3)   UW Revenues: $3,668,116
Lockbox / Cash Management: Hard / Springing   UW Expenses: $719,197
Additional Debt: N/A   UW NOI: $2,948,919
Additional Debt Balance: N/A   UW NCF: $2,780,299
Additional Debt Type: N/A   Appraised Value / Per SF: $54,950,000 / $469
      Appraisal Date: 12/7/2018
         

 

Escrows and Reserves(2)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:                      $273  
Taxes:  $100,000 $22,000 N/A   Maturity Date Loan / SF:                    $273  
Insurance: $2,700 $2,700 N/A   Cut-off Date LTV: 58.2%  
Replacement Reserves: $0 $1,854 N/A   Maturity Date LTV: 58.2%  
TI/LC: $0 $9,758 N/A   UW NCF DSCR: 1.75x  
Other: $284,084 $0 N/A   UW NOI Debt Yield: 9.2%  
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total   
Mortgage Loan $32,000,000 80.7%   Payoff Existing Debt(3) $34,505,208 87.0%
Other Sources(3) 7,650,000     19.3      Closing Costs 548,210 1.4   
        Upfront Reserves 386,784 1.0   
        Return of Equity 4,209,799 10.6   
Total Sources $39,650,000    100.0%   Total Uses $39,650,000 100.0%
                   
(1)2016 and 2017 NOI are not available as the Terrace at Traverse Mountain Property (as defined below) was recently constructed between 2016 and 2018. 2018 NOI represents a partial year lease-up period.

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

(3)The construction loan related to the Terrace at Traverse Mountain Property (with a principal balance of approximately $34.5 million) was secured by the Terrace at Traverse Mountain Property as well as an adjacent Harmons grocery store (68,140 square feet) which is not part of the collateral for the Terrace at Traverse Mountain Loan (as defined below). An affiliate of LCM provided an affiliate of the borrower with an approximately $7.7 million floating-rate loan secured by the adjacent Harmons grocery store property.

 

The Loan. The Terrace at Traverse Mountain mortgage loan (the “Terrace at Traverse Mountain Loan”) has an outstanding principal balance as of the Cut-off Date of $32.0 million and is secured by a first mortgage lien on the borrower’s fee interest in a newly-constructed, 117,097 square foot, anchored retail shopping center located in Lehi, Utah (the “Terrace at Traverse Mountain Property”). The Terrace at Traverse Mountain Loan has a 10-year term and requires interest-only payments for the term of the loan.

 

The Borrower. The borrowing entity is TMCV Retail #1 Retail Center, LLC, a Delaware limited liability company structured to be bankruptcy remote with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Terrace at Traverse Mountain 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 2019-COR5
 
Terrace at Traverse Mountain

  

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Frank L. VanderSloot. Mr. VanderSloot founded Melaleuca, a wellness retailer, which makes more than 400 products ranging from health supplements to eco-friendly household cleaners. Mr. VanderSloot owns an estimated 117,500 acres across Idaho, Utah and Montana. In 2018, Forbes listed Mr. VanderSloot as the 172nd wealthiest American with a net worth of approximately $4.2 billion.

 

The Property. The Terrace at Traverse Mountain Property is a 117,097 square foot, 90.0% leased, newly-constructed, anchored retail center located is located in Lehi, Utah. The Terrace at Traverse Mountain Property consists of a multi-tenant anchored retail center with a tenant composition of national and regional tenants including inline retail, midsize big box retail, banking and restaurant space. The Terrace at Traverse Mountain Property includes 14, one-story buildings, with a total net rentable area of approximately 117,097 square feet located on an approximately 24.2-acre lot and contains 643 surface parking spaces (approximately 5.5 per 1,000 square feet).

 

The Terrace at Traverse Mountain Property, recently constructed by the loan sponsor between 2016 and 2018, has a diverse mix of tenants and is anchored by Marshalls (22,000 square feet; 18.8% of net rentable area; 7.3% of underwritten base rent; rated A2/A+ by Moody’s/S&P). The remaining tenancy at the Terrace at Traverse Mountain Property includes 40 tenants with no single tenant leasing greater than 4.7% of net rentable area. As of the December 31, 2018 rent roll, the Terrace at Traverse Mountain Property was 90.0% leased to 41 tenants at weighted average underwritten rents equal to $27.80 per square foot. The Terrace at Traverse Mountain Property is shadow-anchored by a 68,140 square foot Harmons grocery store which is not part of the collateral for the Terrace at Traverse Mountain Loan.

 

The Market. The Terrace at Traverse Mountain Property is located in the Utah County submarket, within the greater Salt Lake City retail market. As of the first quarter of 2019, the Utah County retail submarket consisted of approximately 25.0 million square feet across 2,157 buildings with an overall market vacancy of 4.5% and average asking rents of approximately $17.02 per square foot. The appraisal identified five comparable mid box anchor retail leases at competitive properties ranging in size from 10,000 square feet to 50,216 square feet. Base rents for the comparable mid box anchor leases ranged from $8.47 per square foot to $15.75 per square foot, with a weighted average of $12.77 per square foot. The appraisal identified five comparable bank retail leases at competitive properties ranging in size from 2,320 square feet to 6,454 square feet. Base rents for the comparable bank retail leases ranged from $14.50 per square foot to $27.00 per square foot, with a weighted average of $22.17 per square foot. The appraisal identified five comparable restaurant leases at competitive properties ranging in size from 1,816 square feet to 6,628 square feet. Base rents for the comparable restaurant leases ranged from $13.75 per square foot to $30.00 per square foot, with a weighted average of $24.44 per square foot. The appraisal also identified five comparable inline leases at competitive properties ranging in size from 1,255 square feet to 3,500 square feet. Base rents for the comparable inline leases ranged from $27.00 per square foot to $34.00 per square foot, with a weighted average of $31.55 per square foot.

 

Historical and Current Occupancy(1)
2016 2017 2018 Current(2)
N/A N/A N/A 90.0%
(1)The Terrace at Traverse Mountain Property was recently constructed between 2016 and 2018 and therefore no historical occupancy information is available.

(2)Current occupancy is as of December 31, 2018.

 

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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Terrace at Traverse Mountain

 

Tenant Summary(1)
Tenant Ratings(2)
Moody’s/Fitch/S&P
Net Rentable Area (SF) % of
Total NRA
Base Rent PSF(3) % of Total
Base Rent(3)
Most Recent Sales PSF(4) Occupancy Cost(4) Lease
Expiration Date
Marshalls(5) A2 / NR / A+ 22,000   18.8% $9.76 7.3% NAV NAV 8/31/2028
R&R BBQ(5) NR / NR / NR 5,510 4.7 $29.09 5.5 NAV NAV 6/30/2027
Tsunami(5) NR / NR / NR 5,280 4.5 $31.00 5.6 NAV NAV 11/30/2026
Original Pancake(5) NR / NR / NR 4,200  3.6 $35.00 5.0 NAV NAV 12/31/2038
Braza Grill Lehi(5) NR / NR / NR 4,000  3.4 $33.00 4.5 NAV NAV 8/31/2026
Taqueria 27(5) NR / NR / NR 4,000  3.4 $31.00 4.2 NAV NAV 8/31/2025
Café Rio(5) NR / NR / NR 3,497  3.0 $31.00 3.7 NAV NAV 10/31/2026
Amara Day Spa(5) NR / NR / NR 3,000  2.6 $32.90 3.4 NAV NAV 8/31/2026
JP Morgan Chase Bank(5) A2 / AA- / A- 2,999  2.6 $40.02 4.1 NAV NAV 10/31/2037
Chedda Burger(5) NR / NR / NR 2,959  2.5 $32.00 3.2 NAV NAV 8/31/2026
Top 10 Total / Wtd. Avg.   57,445   49.1% $23.74 46.5%      
Other Tenants   47,970   41.0 $32.67 53.5      
Total Occupied Space   105,415   90.0% $27.80 100.0%      
Vacant   11,682   10.0          
Total   117,097 100.0%          
(1)Based on the underwritten rent roll dated as of December 31, 2018.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Base Rent includes average rent over the lease term for investment grade tenants Marshalls ($5,789) and JP Morgan Chase Bank ($9,043) and approximately $11,890 in contractual rent steps through April 2020 for certain tenants.

(4)Most Recent Sales PSF and Occupancy Costs are not available as the Terrace at Traverse Mountain Property was recently constructed between 2016 and 2018.

(5)Marshalls has four, five-year renewal options remaining, R&R BBQ has two, five-year renewal options remaining, Tsunami has two, five-year renewal options remaining, Original Pancake has two, five-year renewal options remaining, Braza Grill Lehi has two, ten-year renewal options remaining, Taqueria 27 has two, five-year renewal options remaining, Café Rio has two, five-year renewal options remaining, Amara Day Spa has two, five-year renewal options remaining, JP Morgan Chase Bank has four, five-year renewal options remaining and Chedda Burger has two, five-year renewal options remaining.

 

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring(3) % of Base Rent Expiring(3) Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring(3) Cumulative % of Base Rent Expiring(3)
Vacant NAP 11,682 10.0% NAP NAP 11,682 10.0% NAP NAP
2019 & MTM 0 0 0.0% $0 0.0% 11,682 10.0% $0 0.0%
2020 0 0 0.0% 0 0.0% 11,682 10.0% $0 0.0%
2021 2 2,701 2.3% 85,629 2.9% 14,383 12.3% $85,629 2.9%
2022 8 13,075 11.2% 419,847 14.3% 27,458 23.4% $505,476 17.2%
2023 6 9,545 8.2% 304,726 10.4% 37,003 31.6% $810,202 27.6%
2024 1 943 0.8% 27,661 0.9% 37,946 32.4% $837,863 28.6%
2025 1 4,000 3.4% 124,000 4.2% 41,946 35.8% $961,863 32.8%
2026 12 28,670 24.5% 938,805 32.0% 70,616 60.3% $1,900,668 64.8%
2027 5 11,862 10.1% 375,809 12.8% 82,478 70.4% $2,276,477 77.7%
2028 3 25,199 21.5% 322,343 11.0% 107,677 92.0% $2,598,820 88.7%
2029 1 2,221 1.9% 65,149 2.2% 109,898 93.9% $2,663,969 90.9%
2030 & Beyond 2 7,199 6.1% 267,006 9.1% 117,097 100.0% $2,930,976    100.0%
Total 41 117,097 100.0% $2,930,976 100.0%        
(1)Based on the underwritten rent roll dated December 31, 2018.

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

(3)Base Rent Expiring includes average rent over the lease term for investment grade tenants Marshalls ($5,789) and JP Morgan Chase Bank ($9,043) and approximately $11,890 in contractual rent steps through April 2020 for certain tenants.

 

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 2019-COR5
 
Terrace at Traverse Mountain

 

Operating History and Underwritten Net Cash Flow(1)
  2018      Underwritten   Per Square Foot  %(2) 
Rents in Place $2,419,046  $2,904,253  $24.80  70.8%
Contractual Rent Steps(3) 0  11,890  0.10  0.3 
Straight Line Rent(4) 0  14,833  0.13  0.4 
Vacant Income 0  373,824  3.19  9.1 
Gross Potential Rent $2,419,046  $3,304,800  $28.22  80.6%
Total Reimbursements 61,403  719,197  6.14  17.5 
Total Other Income 6,606  75,356  0.64  1.8 
Net Rental Income $2,487,054  $4,099,352  $35.01  100.0%
(Vacancy/Credit Loss) 0  (431,236)  (3.68)  (10.5)
Effective Gross Income $2,487,054  $3,668,116  $31.33  89.5%
Total Operating Expenses 440,095  719,197  6.14  19.6 
Net Operating Income $2,046,959  $2,948,919  $25.18  80.4%
Total TI/LC, Capex/RR 0  168,620  1.44  4.6 
Net Cash Flow $2,046,959  $2,780,299  $23.74  75.8%
(1)2016 and 2017 NOI are not available as the Terrace at Traverse Mountain Property was recently constructed between 2016 and 2018. 2018 NOI represents a partial year lease-up period.

(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)Based on the contractual rent steps through April 2020 for certain tenants.

(4)Based on the average rent over the lease term for investment grade tenants Marshalls ($5,789) and JP Morgan Chase Bank ($9,043).

 

Property Management. The Terrace at Traverse Mountain Property is managed by Gardner Batt, LLC, an affiliate of the borrower.

 

Escrows and Reserves. At origination, the borrower deposited approximately $284,084 for outstanding tenant improvements and leasing commissions, $100,000 for real estate taxes and $2,700 for insurance premiums.

 

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax premiums, which currently equates to $22,000.

 

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance premiums, which currently equates to $2,700.

 

Replacement Reserves – On a monthly basis, the borrower is required to escrow $1,854 for replacement reserves.

 

TI/LC Reserves – On a monthly basis, the borrower is required to escrow $9,758 for tenant improvements and leasing commissions.

 

Lockbox / Cash Management. The Terrace at Traverse Mountain Loan is structured with a hard lockbox and springing cash management. All rents are required to be deposited directly by the tenants into a lockbox account controlled by the lender. All funds in the lockbox account are required to be swept daily into the borrower’s operating account, unless a Cash Management Period (as defined below) is continuing. Upon the occurrence of a Cash Management Period, all funds in the lockbox account will be swept daily into a lender-controlled account, from which account such funds will be disbursed on each payment date in accordance with the loan documents and any excess will be retained by the lender as additional collateral for the Terrace at Traverse Mountain Loan.

 

A “Cash Management Period” will commence (i) upon an event of default, (ii) if the debt yield is less than 7.25%, (iii) upon the death or incapacity of the loan sponsor or (iv) upon the commencement of a Lease Sweep Period (as defined below).

 

A “Lease Sweep Period” will commence (i) on the date that is six months prior to the end of the term (including any renewal terms) of any Lease Sweep Lease (as defined below), (ii) on the date this is required under a Lease Sweep Lease (as defined below) by which the applicable Lease Sweep Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not so been exercised), (iii) if any Lease Sweep Lease is surrendered, cancelled or terminated prior to its then-current expiration date, (iv) if any Lease Sweep Tenant goes dark or gives notice that it intends to discontinue its business at its premises, (v) upon the occurrence and continuance of a default under any Lease Sweep Lease or (vi) upon the occurrence of a Lease Sweep Tenant insolvency proceeding.

 

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 2019-COR5
 
Terrace at Traverse Mountain

 

A “Lease Sweep Lease” means any lease which covers 23,000 or more square feet.

 

A “Lease Sweep Tenant” means any tenant under a Lease Sweep Lease, or under one or more leases which when taken together would constitute a Lease Sweep Lease.

 

Partial Release. The Terrace at Traverse Mountain Loan provides for the release of an unimproved outparcel tract consisting of approximately 0.825 acres, provided that, among other things, the release is in compliance with the REMIC conditions.

 

 

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 2019-COR5
 
Peppertree 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 2019-COR5
 
Peppertree 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 2019-COR5
 
Peppertree Plaza

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance: $31,850,000   Title: Fee
Cut-off Date Principal Balance: $31,850,000   Property Type - Subtype: Retail – Anchored
% of Pool by IPB: 4.6%   Net Rentable Area (SF): 248,901
Loan Purpose: Acquisition   Location: Margate, FL
Borrower: Peppertree Plaza, LLC   Year Built / Renovated: 1980 / 2015
Sponsor: Yoram Izhak   Occupancy: 95.1%
Interest Rate: 4.90000%   Occupancy Date: 5/1/2019
Note Date: 12/20/2018   Number of Tenants: 48
Maturity Date: 1/6/2029   2016 NOI: $2,749,402
Interest-only Period: 48 months   2017 NOI: $3,114,606
Original Term: 120 months   2018 NOI(1): $3,275,104
Original Amortization: 360 months   TTM NOI(1): N/A
Amortization Type: IO–Balloon   UW Economic Occupancy: 93.0%
Call Protection: L(29),Def(88),O(3)   UW Revenues: $5,090,528
Lockbox / Cash Management: Hard / Springing   UW Expenses: $1,668,951
Additional Debt: N/A   UW NOI: $3,421,577
Additional Debt Balance: N/A   UW NCF: $3,175,165
Additional Debt Type: N/A   Appraised Value / Per SF: $46,600,000 / $187
      Appraisal Date: 12/4/2018
         

 

Escrows and Reserves(2)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:                      $128  
Taxes:  $205,189 $68,396 N/A   Maturity Date Loan / SF:                    $115  
Insurance: $109,422 $15,176 N/A   Cut-off Date LTV: 68.3%  
Replacement Reserves: $0 $5,185 $300,000   Maturity Date LTV: 61.7%  
TI/LC: $777,286 $12,056 $600,000   UW NCF DSCR: 1.57x  
Other: $119,882 $0 N/A   UW NOI Debt Yield: 10.7%  
             

 

  Sources and Uses    
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $31,850,000 70.1%   Purchase Price(3) $43,664,462 96.1%
Sponsor Equity 13,577,125 29.9      Upfront Reserves 1,211,778 2.7    
        Closing Costs 550,884 1.2    
Total Sources $45,427,125 100.0%   Total Uses $45,427,125 100.0%

(1)2018 NOI represents the trailing 12-month period ending on August 31, 2018. There is a gap in the historical financials after the loan sponsor’s acquisition in December 2018 as well as a change in financial reporting and therefore a more recent trailing 12-month period is unavailable.

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

(3)Represents the net purchase price after prorations and adjustments. The gross purchase price was equal to $45.5 million.

 

The Loan. The Peppertree Plaza mortgage loan (the “Peppertree Plaza Loan”) has an outstanding principal balance as of the Cut-off Date of approximately $31.9 million and is secured by a first mortgage lien on the borrower’s fee interest in a 248,901 square foot, anchored retail shopping center located in Margate, Florida (the “Peppertree Plaza Property”). The Peppertree Plaza Loan has a 10-year term and, following a four-year interest-only period, will amortize on a 30-year schedule.

 

The Borrower. The borrowing entity is Peppertree Plaza, LLC, a Delaware limited liability company structured to be bankruptcy remote with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Peppertree Plaza 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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Peppertree Plaza

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Yoram Izhak. Mr. Izhak is the president and CEO of IMC Equity Group (“IMC”). Incorporated in 2002, IMC is headquartered in North Miami, Florida. Originally started with only one employee, IMC has grown and developed into a full service commercial real estate holding company employing over 120 full-time employees.

 

The Property. The Peppertree Plaza Property is a 248,901 square foot, 95.1% leased grocery-anchored retail center located in Margate, Florida, within Broward County. Margate is bordered by Coconut Creek to the east, North Lauderdale to the south, and Coral Springs to the northwest. Margate is less than three miles west of Pompano Beach and approximately 30 miles north of Miami. The Peppertree Plaza Property is located at one of Broward County’s busiest intersections, with a traffic count of approximately 111,100 vehicles per day.

 

The Peppertree Plaza Property was originally built in 1980 and renovated in 2015. The Peppertree Plaza Property is situated on a 30.17-acre site and is improved with four, single-story buildings arranged in a U-shape pattern with 1,330 parking spaces (5.3 per 1,000 square feet) in the central surface parking lot. The Peppertree Plaza Property has diverse mix of anchors including Winn Dixie (56,000 square feet, 22.5% of net rentable area) which relocated to the Peppertree Plaza Property in 2010 from another location within the submarket, Sam Ash Music (25,460 square feet; 10.2% of net rentable area), which has been a tenant at the Peppertree Plaza Property for over 20 years, Planet Fitness (18,847 square feet, 7.6% of net rentable area) which had 4,153 members as of July 2018, and Office Depot (15,948 square feet, 6.4% of net rentable area), which extended its lease term in 2015 through March 2025. The remaining tenancy at the Peppertree Plaza Property includes 44 tenants with no single tenant leasing greater than 4.1% of net rentable area. As of the May 1, 2019 rent roll, the Peppertree Plaza Property was 95.1% leased to 48 tenants at a weighted average underwritten base rent equal to $14.97 per square foot.

 

The Market. The Peppertree Plaza Property is located in the Pompano Beach submarket, within the greater South Florida retail market. As of the first quarter of 2019, the Pompano Beach retail submarket consisted of approximately 16.0 million square feet across 1,077 buildings with an overall market vacancy of 5.5% and average asking rents of approximately $21.06 per square foot. The appraisal identified 26 comparable grocery anchor retail leases at competitive properties ranging in size from 12,500 square feet to 55,819 square feet. Base rents for the comparable grocery anchor leases ranged from $4.50 per square foot to $45.00 per square foot, with a weighted average of $12.51 per square foot. The appraisal identified 34 non-grocery anchor and junior anchor comparable retail leases at competitive properties ranging in size from 8,000 square feet to 65,000 square feet. Base rents for the comparable non-grocery anchor and junior anchor leases ranged from $9.75 per square foot to $27.00 per square foot, with a weighted average of $15.81 per square foot. The appraisal identified 19 comparable fitness leases at competitive properties ranging in size from 5,640 square feet to 55,000 square feet. Base rents for the comparable fitness leases ranged from $7.00 per square foot to $40.00 per square foot, with a weighted average of $17.92 per square foot. The appraisal also identified six comparable inline leases at competitive properties ranging in size from 1,200 square feet to 3,000 square feet. Base rents for the comparable inline leases ranged from $17.45 per square foot to $25.00 per square foot, with a weighted average of $20.34 per square foot.

 

Historical and Current Occupancy
2016 2017 2018(1) Current(2)
97.2% 97.0% 95.4% 95.1%
(1)2018 represents occupancy as of August 31, 2018.

(2)Current occupancy is as of May 1, 2019.

 

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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Peppertree Plaza

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P
Net
Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF(2)
% of Total
Base Rent(2)
Most
Recent
Sales PSF
Occupancy Cost Lease
Expiration Date
Winn Dixie(3)(4) NR / NR / NR 56,000   22.5% $8.50 13.4% $351 4.3% 6/30/2030
Sam Ash Music(3) NR / NR / NR 25,460 10.2   $9.00 6.5    NAV    NAV 3/31/2021
Planet Fitness(3) NR / NR / NR 18,847 7.6 $14.50 7.7    NAV NAV 12/31/2025
Office Depot(3)(4) NR / NR / B 15,948 6.4 $11.21 5.0    $241 7.4% 3/31/2025
Dollar Tree(3)(4) Baa3 / NR / BBB- 10,000 4.0 $11.00 3.1    $297 5.9% 10/31/2030
Goldfish Swim School(3)(5) NR / NR / NR 9,100 3.7 $12.00 3.1    NAV NAV 11/1/2029
Military Recruiting Center(6) Aaa / AAA / AA+ 6,999 2.8 $17.50 3.5    NAV NAV 7/31/2021
My Suite Beauty(3) NR / NR / NR 6,546 2.6 $24.61 4.5    NAV NAV 5/31/2027
Learning City(3) NR / NR / NR 6,000 2.4 $25.00 4.2    NAV    NAV 12/31/2028
La Bamba Restaurant NR / NR / NR 5,453 2.2 $28.82 4.4    NAV    NAV 9/30/2022
Top 10 Total / Wtd. Avg.   160,353   64.4% $12.27 55.5%      
Other Tenants   76,473 30.7   $20.64 44.5         
Total Occupied Space   236,826   95.1% $14.97 100.0%      
Vacant   12,075 4.9          
Total   248,901 100.0%          
(1)Based on the underwritten rent roll dated as of May 1, 2019.

(2)Base Rent PSF includes approximately $57,603 in contractual rent steps through June 2020 for certain tenants.

(3)Winn Dixie has six, five-year renewal options remaining, Sam Ash Music has two, five-year renewal options remaining, Planet Fitness has two, five-year renewal options remaining, Office Depot has two, five-year renewal options remaining, Dollar Tree has two, five-year renewal options remaining, Goldfish Swim School has two, five-year renewal options remaining, My Suite Beauty has two, five-year renewal options remaining and Learning City has two, five-year renewal options remaining.

(4)Most Recent Sales PSF and Occupancy Cost for Winn Dixie and Office Depot represent sales for the trailing 12-month period ending December 31, 2018. Most Recent Sales PSF and Occupancy Cost for Dollar Tree represent annualized sales from January 2019 to April 2019.

(5)Goldfish Swim School is not yet in occupancy as the tenant is currently building out its space and is estimated to commence paying rent in June 2019.

(6)Military Recruiting Center has the right to terminate its lease at any time after May 31, 2019 by providing at least 90 days’ notice.

 

Lease Rollover Schedule(1)(2)
Year Number of
Leases
Expiring
Net
Rentable
Area
Expiring
% of NRA
Expiring
Base Rent
Expiring(3)
% of Base
Rent
Expiring(3)
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring(3)
Cumulative
% of Base
Rent
Expiring(3)
Vacant NAP 12,075 4.9% NAP NAP 12,075 4.9% NAP NAP
2019 & MTM 4 4,084 1.6% $89,783 2.5% 16,159 6.5% $89,783 2.5%
2020 5 6,550 2.6% 150,312 4.2% 22,709 9.1% $240,095 6.8%
2021 16 58,908 23.7% 872,087 24.6% 81,617 32.8% $1,112,181 31.4%
2022 4 10,809 4.3% 266,035 7.5% 92,426 37.1% $1,378,217 38.9%
2023 6 13,275 5.3% 321,173 9.1% 105,701 42.5% $1,699,390 47.9%
2024 3 11,284 4.5% 229,509 6.5% 116,985 47.0% $1,928,899 54.4%
2025 3 36,920 14.8% 502,310 14.2% 153,905 61.8% $2,431,208 68.6%
2026 1 5,100 2.0% 67,632 1.9% 159,005 63.9% $2,498,841 70.5%
2027 1 6,546 2.6% 161,068 4.5% 165,551 66.5% $2,659,908 75.0%
2028 1 6,000 2.4% 150,000 4.2% 171,551 68.9% $2,809,908 79.3%
2029 2 11,350 4.6% 149,700 4.2% 182,901 73.5% $2,959,608 83.5%
2030 & Beyond 2 66,000 26.5% 586,000 16.5% 248,901 100.0% $3,545,608    100.0%
Total 48 248,901 100.0% $3,545,608 100.0%        
(1)Based on the underwritten rent roll dated May 1, 2019.

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

(3)Base Rent Expiring includes approximately $57,603 in contractual rent steps through June 2020 for certain tenants.

 

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 2019-COR5
 
Peppertree Plaza

 

Operating History and Underwritten Net Cash Flow
  2016 2017 2018(1) Underwritten Per Square Foot   %(2)
Rents in Place $2,797,334 $3,051,908 $3,178,469 $3,488,005 $14.01 63.8%
Contractual Rent Steps(3) 0 0 0 57,603 0.23      1.1   
Vacant Income 0 0 0 181,325 0.73      3.3   
Gross Potential Rent $2,797,334 $3,051,908 $3,178,469 $3,726,933 $14.97 68.2%
Percentage Rent 2,620 0 0 0 0.00      0.0   
Total Reimbursements 1,247,469 1,415,414 1,558,196 1,641,868 6.60    30.0   
Total Other Income 71,165 110,991 52,625 96,053 0.39      1.8   
Net Rental Income $4,118,588 $4,578,313 $4,789,289 $5,464,854 $21.96 100.0%
(Vacancy/Credit Loss) 0 0 0 (374,326) (1.50)       (6.8)  
Effective Gross Income $4,118,588 $4,578,313 $4,789,289 $5,090,528 $20.45 93.2%
Total Operating Expenses 1,369,186 1,463,707 1,514,185 1,668,951 6.71     32.8   
Net Operating Income $2,749,402 $3,114,606 $3,275,104 $3,421,577 $13.75        67.2%
Total TI/LC, Capex/RR 0 0 0 246,412 0.99      4.8   
Net Cash Flow $2,749,402 $3,114,606 $3,275,104 $3,175,165 $12.76       62.4%
(1)2018 NOI represents the trailing 12-month period ending on August 31, 2018. There is a gap in the historical financials after the loan sponsor’s acquisition in December 2018 as well as a change in financial reporting and therefore a more recent trailing 12-month period is unavailable.

(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)Based on the contractual rent steps through June 2020 for certain tenants.

 

Property Management. The Peppertree Plaza Property is managed by IMC Property Management And Maintenance, Inc., an affiliate of the borrower.

 

Escrows and Reserves. At origination, the borrower deposited approximately $777,286 for outstanding tenant improvements and leasing commissions (relating to the Goldfish Swim School lease and the All Uniform lease), approximately $205,189 for real estate taxes, approximately $109,422 for insurance premiums, approximately $100,102 for free rent and $19,780 for required repairs.

 

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax premiums, which currently equates to approximately $68,396.

 

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 $15,176.

 

Replacement Reserves – On a monthly basis, the borrower is required to escrow approximately $5,185 for replacement reserves, subject to a cap of $300,000.

 

TI/LC Reserves – On a monthly basis, the borrower is required to escrow approximately $12,056 for tenant improvements and leasing commissions, subject to a cap of $600,000.

 

Lockbox / Cash Management. The Peppertree Plaza Loan is structured with a hard lockbox and springing cash management. All rents are required to be deposited directly by the tenants into a lockbox account controlled by the lender. All funds in the lockbox account are required to be swept daily into the borrower’s operating account, unless a Cash Management Period (as defined below) is continuing. Upon the occurrence of a Cash Management Period, all funds in the lockbox account will be swept daily into a lender-controlled account, from which account such funds will be disbursed on each payment date in accordance with the loan documents and any excess will be retained by the lender as additional collateral for the Peppertree Plaza Loan.

 

A “Cash Management Period” will commence (i) upon an event of default, (ii) if the debt yield is less than 7.25%, (iii) upon the death or incapacity of the loan sponsor, (iv) if less than 70.0% of net rentable area is tenanted pursuant to executed leases with tenants that are in occupancy, open for business and paying full unabated rent under their respective leases or (v) upon the commencement of a Lease Sweep Period (as defined 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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Peppertree Plaza

 

A “Lease Sweep Period” will commence (i) on the date that is 12 months prior to the end of the term (including any renewal terms) of any Lease Sweep Lease (as defined below), (ii) on the date that is required under a Lease Sweep Lease by which the applicable Lease Sweep Tenant (defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not so been exercised), (iii) if any Lease Sweep Lease is surrendered, cancelled or terminated prior to its then-current expiration date, (iv) if any Lease Sweep Tenant goes dark or gives notice that it intends to discontinue its business at its premises, (v) upon the occurrence and continuance of a default under any Lease Sweep Lease or (vi) upon the occurrence of a Lease Sweep Tenant insolvency proceeding.

 

A “Lease Sweep Lease” means the Winn Dixie lease and any lease which covers 40,000 or more square feet.

 

A “Lease Sweep Tenant” means any tenant under a Lease Sweep Lease, or under one or more leases which when taken together would constitute a Lease Sweep 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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[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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Vie Portfolio

 

(GRAPHIC)

 

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

 

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Vie Portfolio

 

(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 2019-COR5
 
Vie Portfolio

 

(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 2019-COR5
 
Vie Portfolio

  

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Portfolio
Original Principal Balance(1): $29,000,000   Title: Fee
Cut-off Date Principal Balance(1): $29,000,000     Property Type – Subtype(3): Multifamily – Various
% of Pool by IPB: 4.2%   Net Rentable Area (Beds/Units)(4): 1,799
Loan Purpose: Acquisition   Location: Various
Borrowers(2): Various   Year Built / Renovated: Various / N/A
Sponsors: Harold Rosenblum, Derrick Milam   Occupancy: 90.0%
Interest Rate: 5.15000%   Occupancy Date: Various
Note Date: 1/28/2019   Number of Tenants: N/A
Maturity Date: 2/1/2029   2016 NOI(5): N/A
Interest-only Period: 120 months   2017 NOI: $6,386,245
Original Term: 120 months   2018 NOI: $6,506,453
Original Amortization: None   TTM NOI (as of 3/2019)(6): $6,443,138
Amortization Type: Interest Only   UW Economic Occupancy: 87.6%
Call Protection: L(25),Grtr1%orYM(92),O(3)   UW Revenues: $14,645,085
Lockbox / Cash Management: Hard / In Place   UW Expenses: $7,184,664
Additional Debt: Yes   UW NOI(6): $7,460,421
Additional Debt Balance(1): $46,385,000   UW NCF: $7,460,421
Additional Debt Type(1): Pari Passu   Appraised Value / Per Bed/Unit: $120,600,000 / $67,037
      Appraisal Date: Various
         
         
Escrows and Reserves(7)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / Unit: $41,904    
Taxes: $652,075 $133,333 N/A   Maturity Date Loan / Unit: $41,904    
Insurance: $0 Springing N/A   Cut-off Date LTV: 62.5%    
Replacement Reserves: $25,738 $25,738 N/A   Maturity Date LTV: 62.5%    
TI/LC: $0 $0 N/A   UW NCF DSCR: 1.90x    
Other: $8,088,805 $62,632 N/A   UW NOI Debt Yield: 9.9%    
               
                   
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan(1) $75,385,000 59.1%   Purchase Price(8) $116,055,000 91.0%
Sponsor Equity 52,212,028 40.9       Upfront Reserves 8,766,618 6.9   
        Closing Costs 2,775,410 2.2   
Total Sources $127,597,028 100.0%   Total Uses $127,597,028 100.0%
(1)The Vie Portfolio Loan (as defined below) is part of a whole loan evidenced by three pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of approximately $75.4 million. The Financial Information presented in the chart above reflects the aggregate Cut-off Date Balance of the approximately $75.4 million Vie Portfolio Whole Loan (as defined below).

(2)The borrowers are University Downs Funding Company LLC, University View Apartments Funding Company LLC, Ella Lofts Funding Company LLC, Hillcrest Oakwood Funding Company LLC, Southgate Funding Company LLC and Colonie Funding Company LLC.

(3)The majority of the Vie Portfolio (as defined below) occupancy comes from student housing.

(4)1,799 units represents 430 beds at the University Downs Property, 252 beds at the Ella Lofts Property, 165 beds at the University View Property, 184 units at the Colonie property, 616 beds at the Hillcrest Oakwood property and 152 units at the Southgate property.

(5)2016 NOI is not available because the Ella Lofts Property did not open until fall 2016.

(6)The increase in UW NOI from TTM NOI is primarily attributable to an approximately $610,538 increase in UW NOI from TTM NOI at the Hillcrest Oakwood property, related to the implementation of a new management team in September 2018.

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

(8)Purchase price includes the recapitalization of the Hillcrest Oakwood property, Southgate property and Colonie property and the acquisition of the University Downs Property, Ella Lofts Property and University View 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 2019-COR5
 
Vie Portfolio

 

The Loan. The Vie Portfolio loan (the “Vie Portfolio Loan”) is secured by a first mortgage lien on the borrower’s fee interests in six predominantly student housing properties located in six states consisting of 1,463 beds across four properties and 336 units across two properties, for a total of 1,799 units (collectively, the “Vie Portfolio Properties” or the “Vie Portfolio”). The Vie Portfolio Loan is part of a whole loan that has an aggregate outstanding principal balance as of the Cut-off Date of approximately $75.4 million (the “Vie Portfolio Whole Loan”) and is comprised of three pari passu notes, each as described below. The controlling Note A-1, with an outstanding principal balance as of the Cut-off Date of approximately $29.0 million, will be contributed to the JPMCC 2019-COR5 Trust. The relationship between the holders of the Vie Portfolio Whole Loan will be governed by a co-lender agreement as described under the “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Vie Portfolio Whole Loan has a 10-year term and is interest-only for the full term.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1 $29,000,000 $29,000,000   JPMCC 2019-COR5 Yes
A-2   17,500,000   17,500,000   Benchmark 2019-B10 No
A-3   28,885,000   28,885,000   JPMCB No
Total $75,385,000 $75,385,000      

 

The Borrowers. The borrowing entities are University Downs Funding Company LLC, University View Apartments Funding Company LLC, Ella Lofts Funding Company LLC, Hillcrest Oakwood Funding Company LLC, Southgate Funding Company LLC and Colonie Funding Company LLC, each a Delaware limited liability company and special purpose entity structured to be bankruptcy remote with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Vie Portfolio Whole Loan.

 

The Loan Sponsors. The loan sponsors are a joint venture between Vie Management (“Vie”), formerly known as The Woodlark Companies, and Sidra Capital. The non-recourse carveout guarantors are Harold Rosenblum and Derrick Milam, the key principals of Vie. Founded in 2001, Vie is a real estate investment company specializing in the acquisition, financing and ownership of multifamily housing and currently operates 10 multifamily properties in 10 states. Founded in 2009 and headquartered in Saudi Arabia, Sidra Capital is a financial services company that specializes in asset management, corporate finance and advisory and investment advisory. As of year-end 2018, Sidra Capital had approximately 6.6 billion Saudi Arabian Riyal under management, which is approximately $1.8 billion as of May 2, 2019.

 

Proceeds of the Vie Portfolio Whole Loan and approximately $52.2 million of sponsor equity were used to recapitalize the Hillcrest Oakwood property, Southgate property and Colonie property and to acquire the University Downs Property, Ella Lofts Property and University View Property, for a total purchase price of approximately $116.1 million. Vie previously operated the Hillcrest Oakwood property, Southgate property and Colonie property without Sidra Capital.

 

Portfolio Summary
Property Net Rentable Area (SF) (1)  Year Built(1)  Allocated Whole Loan Amount  % of Allocated Loan Amount Appraised Value  % of Appraised Value UW NCF  % UW NCF
University Downs 233,420  2011  $20,510,000  27.2% $34,500,000  28.6% $1,628,114  21.8%
Ella Lofts 85,754  2016  15,040,000  20.0  22,300,000  18.5  1,320,955  17.7 
University View 92,895  2009  14,350,000  19.0  21,600,000  17.9  1,128,740  15.1 
Colonie 177,600  1973  9,505,000  12.6  15,500,000  12.9  1,036,719  13.9 
Hillcrest Oakwood 264,768  1969/2002  9,420,000  12.5  17,200,000  14.3  1,451,765  19.5 
Southgate 160,039  1969  6,560,000  8.7  9,500,000  7.9  894,128  12.0 
Total/Wtd. Avg. 1,014,476     $75,385,000  100.0% $120,600,000  100.0% $7,460,421  100.0%

(1)Based on the appraisals.

 

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(1)
Property # of
Units(2)
# of
Beds(2)
Location University Distance from
Campus (miles)
Parental Guarantee

Planned

Capex Cost

University Downs 222 430 Tuscaloosa, AL The University of Alabama 1.0 Yes $4,680,567
Ella Lofts 75 252 San Marcos, TX Texas State University 0.5 Yes 854,553
University View 55 165 Boca Raton, FL Florida Atlantic University 0.2 Yes 796,280
Colonie 184 316 Amherst, NY The University of Buffalo 1.1 N/A 2,634,062
Hillcrest Oakwood 224 616 Big Rapids, MI Ferris State University 0.9 Yes 2,188,749
Southgate 152 280 State College, PA Pennsylvania State University 0.4 Yes 3,022,982
Total 912 2,059         $14,177,193
(1)Based on the appraisals.

(2)The University Downs, Ella Lofts, University View and Hillcrest Oakwood properties are leased by the bed. The Colonie and Southgate properties are leased by the unit.

 

The Properties. The Vie Portfolio is comprised of 1,463 beds across four properties and 336 units across two properties, for a total of 1,799 units. The Vie Portfolio Properties are predominantly student housing properties located in six states, serving as off campus housing for nearby universities. The Vie Portfolio Properties are generally well located within their respective markets with proximity to local transportation and amenities. The loan sponsors plan to undertake a capital improvement plan totaling approximately $14.2 million ($7,881 per unit) across the Vie Portfolio. The loan sponsors’ capital improvement plan, which will include upgrades to units, flooring, appliances and landscaping, focuses on renovating the apartment interiors in an effort to capture higher rents and foster rental income growth for the Vie Portfolio. The Vie Portfolio is cross-collateralized and cross-defaulted.

 

Historical and Current Occupancy(1)(2)
Property 2016(3) 2017 Current(4)
University Downs 76.3% 89.2% 86.0%
Ella Lofts    N/A 99.3% 98.0%
University View 92.1% 90.2% 95.8%
Colonie(5) 86.4% 87.0% 97.8%
Hillcrest Oakwood(6) 94.8% 76.8% 85.1%
Southgate 100.0%   98.7% 92.1%
Vie Portfolio 88.9% 87.0% 90.0%
(1)Historical occupancies are as of December 31 of each respective year.

(2)As of May 1, 2019, the Vie Portfolio Properties were approximately 54.0% pre-leased.

(3)Ella Lofts 2016 occupancy is not available because the Ella Lofts Property did not open until fall 2016.

(4)Current occupancy is based on the rent rolls dated December 2018 provided by the borrowers.

(5)The decrease in 2017 occupancy from 2016 occupancy at the Colonie property is primarily due to renovations occurring in 2016 and 2017.

(6)The decrease in occupancy from 2016 to 2017 at the Hillcrest Oakwood property was the result of new competition in the market along with poor on-sight management. The property manager was replaced in September 2018 and occupancy has since increased to 85.1%.

 

University Downs Property

The largest Vie Portfolio Property by allocated loan amount, University Downs (the “University Downs Property”), is a 222-unit, 430-bed student housing property located in Tuscaloosa, Alabama, approximately 1.0 miles south of The University of Alabama. The University Downs Property offers a shuttle bus to the University of Alabama campus. The University of Alabama received a federal grant to build a vehicular and pedestrian bridge which will provide direct access from the University Downs Property to The University of Alabama campus. The University Downs Property was constructed in 2011 and is currently undergoing renovations with estimated costs of approximately $4.7 million in renovations, primarily consisting of upgrades to appliances, finishes and flooring, which are expected to be completed by November 2019.

 

The entire University Downs development includes 180 apartments and 272 condominium units. All 180 apartments and 42 of the condominium units are part of collateral for the Vie Portfolio Whole Loan. The University Downs Property consists of 56 one-bedroom units, 124 two-bedroom units and 42 three-bedroom units. 360 beds are from the apartments and 70 beds are from the condominium units. Each unit at the University Downs Property features air conditioning, in unit washer and dryer, dishwasher, walk-in closets and a patio or balcony. The University Downs Property also includes, a fitness room, a swimming pool, a gated entrance and 808 parking spaces, resulting in a parking ratio of approximately 1.9 parking spaces per bed. As of December 2018, the University Downs Property was 86.0% occupied with a weighted average asking rent of $686 per bed. Leases are either six or 12 months and parental guarantees are required.

 

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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Founded in 1831, The University of Alabama is the oldest and largest public university in Alabama, with a total enrollment of 38,392 students as of the fall of 2018. Over the ten-year period ending in fall 2018, enrollment increased at an annual average rate of approximately 4.0%. According to the appraisal, enrollment at the University of Alabama is expected to increase by an average of 1.9% from 2018 to 2023. The campus currently has 35 residence halls which can accommodate 8,400 residents as well as 46 on-campus Greek housing facilities. Residence hall rates range between approximately $319 and $600 per bed per month. Due to the lack of on-campus supply for students, approximately 78.1% of enrolled students require non-residence hall housing. According to a third-party research report, The University of Alabama off campus student housing market had a 10.7% vacancy rate and an average monthly asking rent of $666 per bed as of the third quarter of 2018. The appraisal identified five comparable student housing properties ranging in size from 308 beds to 774 beds. Monthly rental rates for the comparable properties range from $609 per bed to $1,215 per bed, with a weighted average of approximately $902 per bed. The comparable properties reported occupancies ranging from 89.0% to 100.0%, with a weighted average occupancy of approximately 94.8%.

 

Ella Lofts Property

The second largest Vie Portfolio Property by allocated loan amount, Ella Lofts (the “Ella Lofts Property”), is a 75-unit, 252-bed student housing property located in San Marcos, Texas, approximately 0.5 miles northwest of Texas State University. The Ella Lofts Property was constructed in 2016 and is currently undergoing approximately $855,000 in renovations, including updates to the units, clubhouse, mechanicals and common areas, which are expected to be completed by September 2019. The Ella Lofts Property provides access to the San Marcos public bus transportation system, which is free for Texas State University students.

 

The unit mix consists of eight, one-bedroom units, 23 two-bedroom units and 44, four-bedroom units. Unit amenities include air conditioning, dishwasher and in unit washer and dryer. The Ella Lofts Property consists of four residential levels above a leasing office, retail space and garage, and features a clubhouse, swimming pool, tanning booth, bike room, security and a total of 260 parking spaces, resulting in a parking ratio of approximately 1.0 parking spaces per bed. As of December 2018, the Ella Lofts Property was 98.0% occupied with a weighted average asking rent of $776 per bed. Leases are 12 months and parental guarantees are required.

 

Texas State University had a fall 2018 total enrollment of 38,661 students, and is the fifth largest university in Texas. Over the ten-year period ending in fall 2018, enrollment increased at an annual average rate of 3.2%. Texas State University currently offers 23 on-campus residence halls, which can accommodate approximately 6,638 students, approximately 17.2% of the Texas State University student population. Texas State University’s on-campus housing rates range between approximately $608 and $1,110 per bed per month. According to projections from the Texas Board of Regents, Texas State University undergraduate enrollment and graduate enrollment is projected to grow approximately 1.5% and 3.0%, respectively, per year for the next eight years. According to the appraisal, there is a current deficit of student-oriented housing. Such deficit, together with the lack of available land for new construction near Texas State University, and the expected increase in students, is expected to keep demand for student housing near campus high for the foreseeable future. According to a third-party research report, the Texas State University off campus student housing market had a 4.4% vacancy rate and an average monthly asking rent of $667 per bed as of the third quarter of 2018. The appraisal identified four comparable properties ranging in size from 304 to 1,250 units, excluding a property expected to open in June 2019. Monthly rental rates for the comparable properties range from $585 per unit to $1,339 per unit, with a weighted average of approximately $845 per unit. The comparable properties reported occupancies ranging from 91.0% to 98.0%, with a weighted average occupancy of approximately 93.7%.

 

University View Property

The third largest Vie Portfolio Property by allocated loan amount, University View (the “University View Property”), is a 55-unit, 165-bed student housing property located in Boca Raton, Florida, approximately 0.2 miles east of Florida Atlantic University. The University View Property provides access to public bus transportation and is located within 27 miles of the Fort-Lauderdale Hollywood International Airport. The University View Property was constructed in 2009 and is currently undergoing approximately $796,000 in renovations, including landscaping, updating signage, parking lot work, exterior paint, HVAC maintenance and energy efficiency upgrades, which are expected to be completed by August 2019.

 

All 55 units at the University View Property are three-bedroom, fully-furnished units with air conditioning, in unit washer and dryer, a dishwasher, walk-in closets, and a patio or balcony. The University View Property, which consists of 11 buildings and one clubhouse, features a parking garage under each building, a fitness room, a clubhouse, a swimming pool and a gated entrance. In addition to the 110 garage spaces, there are 116 surface parking spaces, resulting in a parking ratio of approximately 1.4 parking spaces per bed. As of December 2018, the University View Property was 95.8% occupied with a weighted average asking rent of $1,002 per bed. Leases are either six, seven, ten or 12 months and parental guarantees are required.

 

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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Established in 1961, Florida Atlantic University opened in 1964 to become the first public university in southeast Florida. With its main campus located in Boca Raton, where the University View Property is located, and five satellite campuses, Florida Atlantic University has a total enrollment of approximately 30,000 students, approximately 80% of which attend classes at the Boca Raton campus. Over the ten-year period ending in fall 2018, enrollment has increased at an annual average rate of 3.4%. According to the appraisal, enrollment at Florida Atlantic University is expected to increase by an average of 1.2% from 2018 to 2023. The Boca Raton campus offers on campus housing to approximately 4,000 students with rates ranging between approximately $678 and $1,022 per bed per month. Due to the lack of on-campus housing supply for students, the Boca Raton off campus housing market has experienced occupancies above 90.0% for the trailing 12-month period ending October 2018. According to a third-party research report, the Florida Atlantic University Boca Raton off campus student housing market had a 5.0% vacancy rate and an average monthly asking rent of $1,046 per bed as of fall 2018. The appraisal identified five comparable student housing properties ranging in size from 128 units to 598 units. Monthly rental rates for the comparable properties range from $874 per unit to $1,980 per unit, with a weighted average of approximately $1,313 per unit. The comparable properties reported occupancies ranging from 87.0% to 100.0%, with a weighted average occupancy of approximately 92.8%.

 

Unit Mix(1)
  Unit Type # of Beds/ Units

% of Total

Beds/Units

Occupied Beds/Units(2) Occupancy(2) Average Unit Size (SF)(3) Average Market Rent Per Bed/Unit(3) Average Monthly In-Place Rents(3)
University Downs                     
1 BR / 1 BA 42  9.8% 40  95.2% 770  $1,050  $1,001 
1 BR / 1 BA Condo 14  3.3  14  100.0  730  $1,050  $975 
2 BR / 2 BA 192  44.7  168  87.5  1,091  $850  $655 
2 BR / 2 BA Condo 56  13.0  41  73.2  1,072  $850  $668 
3 BR / 3 BA 126  29.3  107  84.9  1,339  $750  $603 
Total / Wtd. Avg 430  100.0% 370  86.0% 1,118  $847  $686 
                      
Ella Lofts                     
1 BR / 1 BA 8  3.2% 8  100.0% 471  $1,154  $1,270 
2 BR / 2 BA 24  9.5  24  100.0  393  $964  $989 
2 BR / 2 BA Double Occupancy 44  17.5  44  100.0  230  $600  $605 
4 BR / 4 BA 176  69.8  171  97.2  354  $751  $768 
Total / Wtd. Avg 252  100.0% 247  98.0% 340  $758  $776 
                      
University View                     
3 BR / 3 BA 165  100.0% 158  95.8% 563  $1,150  $1,002 
Total / Wtd. Avg 165  100.0% 158  95.8% 563  $1,150  $1,002 
                      
Colonie                     
1 BR / 1 BA 52  16.5% 51  98.1% 750  $975  $886 
2 BR / 1 BA 132  83.5  129  97.7  1,050  $1,175  $1,014 
Total / Wtd. Avg 184  100.0% 180  97.8% 965  $1,118  $978 
                      
Hillcrest Oakwood                     
2 BR / 1 BA 280  45.5% 252  90.0% 450  $500  $414 
4 BR / 2 BA 336  54.5  272  81.0  413  $450  $423 
Total / Wtd. Avg 616  100.0% 524  85.1% 430  $473  $419 
                      
Southgate                     
1 BR / 1 BA 47  16.8% 46  97.9% 728  $890  $833 
2 BR / 1.5 BA 64  45.7  56  87.5  1,096  $1,050  $984 
2 BR / 1.5 BA with Den 16  11.4  16  100.0  1,096  $1,050  $999 
3 BR / 3 BA 24  25.7  21  87.5  1,559  $1,320  $1,241 
Efficiency 1  0.4  1  100.0  728  $825  $770 
Total / Wtd. Avg. 152  100.0% 140  92.1% 1,053  $1,042  $978 

(1)Based on the appraisal and rent rolls dated December, 2018 provided by the borrowers.

(2)University Downs, Ella Lofts, University View and Hillcrest Oakwood properties rent by the bed and respective occupancies are based on occupied beds. Colonie and Southgate properties rent by the unit and respective occupancies are based on occupied units.

(3)Average Unit Size (SF), Average Market Rent Per Bed/Unit and Average Monthly In-Place Rents represent a weighted average of the various bed or unit type layouts.

(4)Market rents based on the appraisal’s concluded market rents.

 

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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Underwritten Net Cash Flow(1)
  2017  2018  TTM(2)  Underwritten  Per Unit(3)  %(4) 
Rents in Place(5) $12,917,979  $12,857,451  $12,915,777  $13,649,055  $7,587  90.1%
Vacant Income 1,914,633  1,831,875  1,723,757  1,499,520  834  9.9 
Net Rental Income $14,832,612  $14,689,326  $14,639,534  $15,148,575  $8,421  100.0%
(Vacancy/Credit Loss/Concessions/Model Units)(6) (2,514,745)  (2,205,490)  (2,104,067)  (1,668,557)  (927)  (11.0
Other Income(7) 1,060,466  1,181,089  1,130,770  1,165,066  648  7.7 
Effective Gross Income $13,378,333  $13,664,924  $13,666,236  $14,645,085  $8,141  96.7%
Total Expenses $6,992,088  $7,158,471  $7,223,098  $7,184,664  $3,994  49.1%
Net Operating Income(8) $6,386,245  $6,506,453  $6,443,138  $7,460,421  $4,147  50.9%
Replacement Reserves(9) 0  0  0  0  0  0.0 
Net Cash Flow $6,386,245  $6,506,453  $6,443,138  $7,460,421  $4,147  50.9%

(1)2016 financials are not available because the Ella Lofts Property did not open until fall 2016.

(2)TTM represents the trailing 12-month period ending March 31, 2019.

(3)Based on 1,799 total units at the Vie Portfolio Properties.

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

(5)Underwritten Rents in Place is based on occupancy from the in-place rent roll as of December 2018 of approximately 90.0%. Average occupancy for the TTM period was approximately 85.4%.

(6)2018 Concessions decreased to $95,358 from 2017 Concessions of $404,736, primarily due to lower concessions at the Hillcrest Oakwood property.

(7)Other income consists of consists of application fees, administrative fees, short term lease fee and charges, pet fees, resident service fees, utility fees, laundry room fees and amenity fees.

(8)The increase in Underwritten Net Operating Income from TTM Net Operating Income is primarily attributable to an approximately $610,538 increase in Underwritten Net Operating Income from TTM Net Operating Income at the Hillcrest Oakwood property, related to the implementation of a new management team in September 2018.

(9)No Replacement Reserves were underwritten due to the approximately $14.2 million ($6,885 per bed) renovation the loan sponsors plan to complete across the Vie Portfolio, of which approximately $7.1 million was reserved at loan origination.

 

Property Management. The University Downs, Ella Lofts, University View, Colonie, Hillcrest and Oakwood and Southgate properties are managed by VIE Lofts at San Marcos Manager, LLC, VIE Villas at Boca Raton Manager, LLC, VIE at University Downs Manager, LLC, Colonie Apartments Buffalo Manager, LLC, Hillcrest Apartments Big Rapids Manager, LLC and Oakwood Apartments Big Rapids Manager, LLC and Southgate Apartments State College Manager, LLC, respectively. The University Downs condominium units are managed by VIE at University Downs Condominium Manager, LLC. Each manager is an affiliate of the loan sponsor.

 

Escrows and Reserves. At loan origination, the borrowers deposited (i) $652,075 into the tax reserve, (ii) $25,738 into the replacements reserve, (iii) $7,091,943 into the planned renovation reserve, (iv) $726,149 into the immediate repairs reserve, (v) $196,818 into the prepaid rent reserve, (vi) $61,875 into the seasonality reserve and (vii) $12,020 into the condominium assessments reserve.

 

Tax Reserve – On a monthly basis, the borrowers are required to deposit an amount equal to 1/12 of the estimated annual real estate taxes into a tax reserve account (initially estimated to be $133,333).

 

Insurance Reserve – On a monthly basis, the borrowers are required to deposit into an insurance reserve, 1/12 of estimated insurance premiums. So long as the borrowers maintain a blanket insurance policy acceptable to the lender and there is no event of default continuing, the requirement for monthly deposits into the insurance reserve is waived.

 

Replacements Reserve – On a monthly basis, the borrowers are required to deposit $25,738 into a replacement reserve.

 

Planned Renovation Reserve – At loan origination, the borrowers deposited approximately $7.1 million to be used for planned capital improvements at the Colonie, Hillcrest Oakwood and Southgate properties (the “Planned Capital Improvements”). In addition, on a monthly basis for the first 15 payment dates, the borrowers are required to deposit into a planned renovation reserve, approximately $50,257, of which approximately $25,128 are for planned renovations relating to the Colonie property and approximately $25,128 are for planned renovations relating to the Southgate property.

 

Prepaid Rent Reserve – Within two business days after receipt, the borrowers are required to deposit all rent which has been paid more than one month in advance into a prepaid 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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Seasonality Reserve – On a monthly basis for each of the payment dates occurring in March, April and May 2019, the borrowers were required to deposit into a seasonality reserve the amount of $12,375. In addition, following the initial three monthly deposits, on each monthly payment date occurring in October, November, December, January, February, March, April and May during the remaining term of the Vie Portfolio Whole Loan, the borrowers are required to reserve an amount equal to the amount which, if added to net operating income for the immediately preceding disbursement period for the reserve, would cause the debt service coverage ratio for such period to equal 1.35x.

 

Condominium Assessments Reserve – If at any time the amount on deposit into the condominium assessments reserve does not equal the product of (i) 150% and (ii) one month of assessments due from the borrowers to the condominium association, then the borrowers will be required to deposit the amounts necessary to bring the reserve to the stated amount on the next payment date.

 

Pre-Leasing Reserve – On a monthly basis, the borrowers are required to deposit into a pre-leasing reserve, the Pre-Leasing Trigger Amount (as defined below). The requirement for the monthly deposit is waived if (a) the debt service coverage ratio (as calculated pursuant to the loan agreement) equals or exceeds 1.60x and (b) the borrowers deliver evidence to the lender by April 1 of each calendar year commencing in 2020 that 55.0% of the beds at the Vie Portfolio Properties have been leased for the next succeeding school year.

 

A “Pre-Leasing Trigger Amount” means (1) $352,500 for each of the payment dates occurring in June, July and August of 2019 and (2) $282,000 for each of the payment dates occurring in April, May, June, July and August of any calendar year beginning with the 2020 calendar year.

 

Lockbox / Cash Management. The Vie Portfolio Whole Loan is structured with a hard lockbox and in place cash management. At loan origination and simultaneously with the execution of any lease with a commercial tenant, the borrowers were required to deliver tenant direction letters instructing all tenants at the Vie Portfolio Properties to deposit rents into the applicable lockbox account controlled by the lender. All funds in each lockbox account are required to be swept each business day into a cash management account controlled by the lender and disbursed on each payment date in accordance with the loan documents. During the continuance of an event of default, the lender may apply such funds in such order and priority as the lender determines. The lender has been granted a first priority security interest in the cash management account. All funds on deposit in the cash management account following the occurrence and during the continuance of a Cash Sweep Event (as defined below) following payment of debt service, required reserves and operating expenses are required to be deposited into the excess cash flow reserve or, to the extent the Cash Sweep Event is caused by a DSCR Trigger Event (as defined below), disbursed to the borrowers for payment of monthly operating expenses in accordance with an annual budget approved by the lender or for payment of extraordinary expenses approved by the lender.

 

A “Cash Sweep Event” means the occurrence and continuation of (i) an event of default, (ii) any bankruptcy action of the borrowers, master lessee or master sublessee, (iii) any bankruptcy action of the property manager (a “Manager Trigger”), or (iv) a DSCR Trigger Event.

 

A Cash Sweep Event may be cured in accordance with the following conditions: with respect to a Cash Sweep Event caused solely by (a) clause (i) above, the acceptance of a cure by the lender of the related event of default, (b) a Manager Trigger, if the borrowers have replaced the manager with a qualified manager under a replacement management agreement within 60 days in accordance with the loan documents, (c) clause (iv) above pursuant to (A) subsection (a) of the definition of DSCR Trigger Event, the achievement of a debt service coverage ratio of 1.40x or greater for two consecutive calendar quarters, or (B) clause (b) of the definition of DSCR Trigger Event, the achievement of a debt service coverage ratio of 1.50x or greater for two consecutive calendar quarters. Each cure is also subject to the following conditions: (1) no other event of default may have occurred and be continuing; (2) a Cash Sweep Event Cure may occur no more than a total of five times in the aggregate during the term of the loan with respect to an event of default and/or a Manager Trigger, but a Cash Sweep Event cure corresponding to a DSCR Trigger Event may occur an unlimited number of times during the term of the loan; and (3) the borrowers pay the lender’s reasonable expenses in connection with such cure. Notwithstanding the foregoing, in no event will the borrowers have the right to cure a Cash Sweep Event occurring from a bankruptcy the borrowers, master lessee or master sublessee.

 

A “DSCR Trigger Event” means the debt service coverage ratio on the Vie Portfolio Whole Loan (as calculated in the loan documents) is less than (a) prior to completion of the Planned Capital Improvements, 1.40x and (b) following completion of the Planned Capital Improvements, 1.50x.

 

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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Condominium. The University Downs Property includes 42 condominium units that are subject to a condominium regime, which consists of a five-member board that governs a total of 272 condominium units. The related borrower does not have the right to appoint a board member or control the condominium association, as the units comprising a portion of the University Downs Property constitute only 15.51% of the association. However, the related condominium declaration may be amended only by the affirmative vote of a majority of the members of the condominium association and the lender. Please see “Description of the Mortgage Pool—Mortgage Pool Characteristics—Condominium and Other Shared Interests” in the Preliminary Prospectus for additional information.

 

Partial Release. The Ella Lofts and the University View Properties may not be released. However, on or after March 2, 2021, the borrowers may obtain the release of the Colonie property, Hillcrest Oakwood property, Southgate property or University Downs Property (each, an “Individual Property”) from the lien of the mortgage, provided that in no event will the borrowers be permitted to obtain a release of more than three of the Individual Properties and, among other things: (i) the borrowers pay to the lender the greater of (a) the sum of the release amount for such Individual Property being released, as set forth in the loan documents (the “Release Amount”), and 25.0% of the Release Amount for such Individual Property, and (b) 100.0% of the net sales proceeds for the applicable Individual Property, and, if such prepayment occurs prior to November 2, 2028, payment of the yield maintenance premium; (ii) the borrowers convey such Individual Property, concurrently with the release, to an entity other than another individual borrower; (iii) the release will not result in a loan-to-value ratio above 62.5%; (iv) the related borrowers deliver to the lender and each rating agency a REMIC opinion; (v) the release will not result in a debt service coverage ratio for the remaining Vie Portfolio Properties less than the greater of (a) the debt service coverage ratio immediately preceding such release and (b) 1.80x as adjusted pursuant to the loan documents; and (vi) the delivery of a rating agency confirmation. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in the Preliminary Prospectus for additional information.

 

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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Gateway Center

 

(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 2019-COR5
 
Gateway Center

 

(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 2019-COR5
 
Gateway Center

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller:  JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance: $28,350,000   Title: Fee
Cut-off Date Principal Balance: $28,350,000   Property Type - Subtype: Office – CBD
% of Pool by IPB: 4.1%   Net Rentable Area (SF): 310,745
Loan Purpose: Acquisition   Location: Charlotte, NC
Borrowers(1): MZ Gateway Center LLC, Green   Year Built / Renovated: 1987 / N/A
  Gateway Center LLC, Ho Weg   Occupancy: 91.0%
  Gateway Center LLC   Occupancy Date:

1/1/2019

Sponsors: Sid Borenstein, Steven Green,   Number of Tenants: 4
  Shimmie Horn   2016 NOI(2): N/A
Interest Rate: 4.95000%   2017 NOI: $2,306,043
Note Date: 3/19/2019   2018 NOI: $2,393,517
Maturity Date: 4/1/2029   TTM NOI: N/A
Interest-only Period: 120 months   UW Economic Occupancy: 88.2%
Original Term: 120 months   UW Revenues: $5,674,740
Original Amortization: None   UW Expenses: $3,033,339
Amortization Type: Interest Only   UW NOI: $2,641,401
Call Protection: L(26),Def(90),O(4)   UW NCF: $2,417,726
Lockbox / Cash Management: Hard / Springing   Appraised Value / Per SF(3): $40,700,000 / $131
Additional Debt: N/A   Appraised Dark Value / Per SF(3): $41,300,000 / $133
Additional Debt Balance: N/A   Appraisal Date:

2/28/2019

Additional Debt Type: N/A      
         

 

Escrows and Reserves(4)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:   $91
Taxes: $326,282 $81,570 N/A   Maturity Date Loan / SF:    $91
Insurance: $0 Springing N/A   Cut-off Date LTV: 69.7%
Replacement Reserves: $5,179 $5,179 N/A   Maturity Date LTV: 69.7%
TI/LC(5): $19,422 $19,422 N/A   UW NCF DSCR: 1.70x
Other: $0 $0 N/A   UW NOI Debt Yield: 9.3%
             

 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $28,350,000 68.4%   Purchase Price $40,500,000 97.7%
Sponsor Equity 13,106,930 31.6   Closing Costs 606,047   1.5
        Upfront Reserves 350,883                0.8
Total Sources $41,456,930 100.0%   Total Uses $41,456,930 100.0%

(1)The borrowers own the Gateway Center Property (as defined below) as tenants-in-common.

(2)2016 financials are not available due the acquisition of the Gateway Center Property by the seller in 2017.

(3)The appraisal provided a “Hypothetical Go Dark Value” of $41,300,000, which assumes BofA (as defined below) vacates its space, which is thereafter leased at market rent. The Appraised Dark Value is higher than the as-is Appraised Value because BofA is paying below market rent. The Appraised Value Per SF represents the combined as-is values for the office improvements and certain excess land of the Gateway Center Property all of which is collateral for the Gateway Center Loan (as defined below).

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

(5)The related loan documents require a TI/LC cap in the amount of $2,100,000 in the event that Bank of America exercises a future renewal option in accordance with the terms of the lease.

 

The Loan. The Gateway Center mortgage loan (the “Gateway Center Loan”) is secured by a first mortgage lien on the borrowers’ tenancy-in-common interests in the fee interest in a 310,745 square foot Class B office building located in the central business district of Charlotte, North Carolina (the “Gateway Center Property”). The Gateway Center Loan has an outstanding principal balance as of the Cut-off Date of $28.35 million. The Gateway Center Loan has a 10-year term and will be interest-only for its 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 2019-COR5
 
Gateway Center

 

The Borrowers. The borrowing entities are MZ Gateway Center LLC, Green Gateway Center LLC and Ho Weg Gateway Center LLC, each a Delaware limited liability company structured to be a bankruptcy remote single-purpose entity with one independent director in its organizational structure. The borrowers own the Gateway Center Property through a tenancy-in-common structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Gateway Center Loan.

 

The Loan Sponsors. The loan sponsors and nonrecourse carve-out guarantors of the Gateway Center Loan are Sid Borenstein, Steven Green and Shimmie Horn. Sid Borenstein and Shimmie Horn are on the board of directors of Hamilton Equity Partners, a New York based commercial real estate investment and management firm. Mr. Borenstein is the CEO and president of Hamilton Equity Partners and Mr. Horn is also a principal founder. Mr. Borenstein is also the founder of Sidney Borenstein & Company, a certified public accountancy firm that provides real estate structure, finance and tax advisory services to real estate sponsors throughout the greater New York City area. Mr. Borenstein has been an active real estate investment sponsor since the late 1980’s, and has investment experience in a diverse set of real estate asset classes including specialty care, multifamily, retail, hospitality and industrial properties. Aside from being a principal founder of Hamilton Equity Partners, Shimmie Horn is also the president and CEO of Triumph Hospitality, which represents the ownership and management of six New York based boutique hotels encompassing over 1,800 hotel units. Steven Green has an ownership interest in two properties in excess of approximately $34.3 million.

 

The Property. The Gateway Center Property is a Class B office building located in Charlotte, North Carolina, comprised of 310,745 square feet of net rentable area. Originally built in 1987, the Gateway Center Property is comprised of (i) a 10-story office tower and (ii) a 5-story office “base” building, which is wrapped around a center courtyard. The Gateway Center Property is situated on approximately 2.02-acre site and includes a 1.62-acre vacant parcel of excess land, which also serves as collateral for the Gateway Center Loan. The excess land parcel is zoned in Charlotte’s Uptown Mixed Use District, which allows for the land to be developed into any type of improvement. The Gateway Center Property contains both surface and subterranean parking which consists of 172-spaces, resulting in a parking ratio of approximately 0.55 spaces per 1,000 square feet.

 

As of January 1, 2019, the Gateway Center Property is 91.0% leased to four tenants. The largest tenant at the Gateway Center Property Bank of America (“BofA”) leases, 242,820 square feet and accounts for approximately 67.3% of underwritten base rent. Founded in 1874 and based in Charlotte, North Carolina, BofA is one of the world’s largest financial institutions which offers consumers, small businesses and larger corporations a full range of banking, investing, asset management, risk management and other financial products or services. BofA serves approximately 67.0 million consumer and small business clients, 4,400 retail financial centers, 1,800 lending centers, 2,200 financial centers and 1,500 business centers across all 50 states and more than 35 countries. The Gateway Center Property serves as a mission critical location and hub for BofA’s global technology and operations business lines. In 2018, BofA completed an approximately $13.0 million renovation of its second floor space. The renovation included the addition of standing desks, flexible workspaces, a lounge, café, new finishes and renovated restrooms. BofA has been a tenant at the Gateway Center Property since October 2004 and exercised its first extension option in the fourth quarter of 2018. BofA currently pays a NNN rent of $7.00 per square foot, which is approximately 30.8% below the appraiser concluded gross market rent when accounting for BofA’s reimbursements. BofA’s lease has an expiration date of September 2024, with six, five-year extension options remaining and no termination options (other than customary termination options due to default or certain casualties or condemnations), with a final lease expiration date of September 30, 2054 if all extensions are exercised. Base rent will increase by 5.0% during each renewal period.

 

The second largest tenant at the Gateway Center Property, Johnson & Wales (“JWU”) leases 25,463 square feet and constitutes approximately 19.7% of underwritten base rent. Founded in 1914, JWU is a private, nonprofit, accredited institution with approximately 13,000 graduate, undergraduate and online students across four campuses in Providence, Rhode Island, North Miami, Florida, Denver, Colorado and Charlotte, North Carolina. The Gateway Center Property is adjacent to the JWU Charlotte campus. JWU’s space is primarily utilized as an admissions office, administrative offices, and a few additional classroom spaces. JWU’s lease has an expiration date of December 2026. There are no extension or termination options (other than customary termination options due to default or certain casualties or condemnations) under the lease. JWU has the right to terminate its lease at any time during the term of its lease, with a six-month notice.

 

The third largest tenant at the Gateway Center Property, ELS Education (“ELS”) leases 12,664 square feet and accounts for approximately 11.0% of underwritten base rent. Founded in 1961 and based in Princeton, New Jersey, ELS operates over 80 English learning center schools in nine countries and there are currently more than 50 locations throughout the United States. ELS operates through various language centers which are often based on college campuses, like JWU. ELS has helped students achieve their English language goals which has helped foreign students acclimate to universities throughout the United States. ELS has relationships with over 650 universities around the world. ELS has been at the Gateway Center Property since 2015 and there are currently no lease extension options upon lease expiration in November 2025. ELS has a one-time right to terminate its lease as of the last day of the 65th month of the term, November 30, 2020, by providing the landlord with 12 months’ notice, and the payment of a termination fee equal to approximately $422,613.

 

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 2019-COR5
 
Gateway Center

 

The Gateway Center Property is located on the southeastern corner at the intersection of West Trade Street and Johnson and Wales Way. Located off I-77 and I-277, the Gateway Center Property is positioned in the Charlotte central business district (the “CBD”). The CBD is attractive to office tenants as it provides a multitude of amenities, easy vehicle access, restaurants and a wide array of attractions. According to the appraisal, the Charlotte market is well positioned to compete nationally for corporate headquarters. The Charlotte core based statistical area (“CBSA”) offers companies low business costs and an expanding infrastructure and transportation network. Charlotte is home to seven Fortune 500 companies, including BofA, Lowes Cos. Inc and Duke Energy Corporation. Charlotte is the nation’s third largest banking sector, trailing only New York, New York and San Francisco, California, and is home to a diverse background of top employers in the transportation, health care retail, manufacturing and energy sectors.

 

The Gateway Center Property is located within the Charlotte-Gastonia-Rock Hill CBSA (the “Charlotte CBSA”). The Charlotte CBSA is located in south central North Carolina, which covers approximately 3,200 square miles. The Charlotte CBSA expands over North Carolina and South Carolina and encompasses seven counties in North Carolina and three counties in South Carolina. According to the appraisal, as of year-end 2017, the estimated population was approximately 2.5 million, which resulted in the Charlotte CBSA being the 22nd largest CBSA in the United States. According to the appraisal, population CAGR within the Charlotte CBSA over the last ten years was 1.9% and is projected to grow approximately 2.0% over the next five years. As of year-end 2017, median household income within the Charlotte CBSA was $57,437, which is approximately 2.0% greater than the national average.

 

According to the appraisal, the Gateway Center Property is located in the Charlotte CBD submarket, which is often referred to as Uptown. Uptown covers two square miles in the heart of Charlotte’s office market and is a major employment center for the Charlotte office market. According to the appraisal, Uptown contains more than 22.0 million square feet, which is approximately 20.6% of the greater Charlotte office market inventory. As of year-end 2018, Uptown experienced a vacancy rate of 9.4%, which represents a decrease of 2.4% year-over-year. Since 2017, average asking rents within Uptown have risen 5.2% to $32.78. Uptown has also experienced positive net absorption of 554,810 square feet in 2018, which makes Uptown the highest absorbing submarket throughout the 19 submarkets that comprise the Charlotte office market.

 

Historical and Current Occupancy(1)
2016(2) 2017 2018 Current(3)
N/A 91.0% 91.0% 91.0%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)2016 Occupancy is unavailable due to acquisition by the seller.

(3)Current Occupancy is as of January 1, 2019.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net
Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF(3)
% of Total
Base Rent
Lease
Type
Lease
Expiration Date
Bank of America A2/A+/A- 242,820 78.1% $7.70 67.3% NNN 9/30/2024
Johnson & Wales(4) NR/NR/NR 25,463 8.2% $21.53 19.7% Mod. Gross 12/31/2026
ELS Education(5) NR/NR/NR 12,664 4.1% $24.20 11.0% Mod. Gross 11/30/2025
Ngoc Bich Thi Hoang NR/NR/NR 666 0.2% $32.62 0.8% Gross 1/31/2020
Management Office NR/NR/NR 1,038 0.3% $30.00 1.1% Gross  

(1)Based on the underwritten rent roll dated January 1, 2019.

(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 is inclusive of rent steps through March 1, 2020 totaling $192,968.

(4)Johnson & Wales has the right to terminate its lease at any time during the term of its lease with a six-month notice.

(5)ELS Education has a one-time right to terminate the lease as of November 30, 2020, with a 12-month notice and the payment of a 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 2019-COR5
 
Gateway Center

 

Lease Rollover Schedule(1)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring Base Rent Expiring(2) % of Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative Base Rent Expiring Cumulative % of Base Rent Expiring
Vacant NAP        28,094 9.0% NAP NAP 28,094 9.0% NAP NAP
2019 & MTM(3) 1 1,038 0.3% $31,140 1.1%              29,132 9.4% $31,140 1.1%
2020 1 666 0.2% $21,725 0.8% 29,798 9.6% $52,865 1.9%
2021 0 0 0.0% $0 0.0% 29,798 9.6% $52,865 1.9%
2022 0 0 0.0% $0 0.0% 29,798 9.6% $52,865 1.9%
2023 0 0 0.0% $0 0.0% 29,798 9.6% $52,865 1.9%
2024 1      242,820 78.1% $1,869,714 67.3% 272,618 87.7% $1,922,579 69.2%
2025 1        12,664 4.1% $306,469 11.0% 285,282 91.8% $2,229,048 80.3%
2026 1        25,463 8.2% $548,091 19.7% 310,745 100.0% $2,777,139 100.0%
2027 0 0 0.0% $0 0.0% 310,745 100.0% $2,777,139 100.0%
2028 0 0 0.0% $0 0.0% 310,745 100.0% $2,777,139 100.0%
2029 and Thereafter 0 0 0.0% $0 0.0% 310,745 100.0% $2,777,139 100.0%
Total 5 310,745 100.0% $2,777,139 100.0%        
(1)Based on the underwritten rent roll dated January 1, 2019.

(2)Base Rent Expiring includes rent steps through March 1, 2020 totaling $192,968.

(3)2019 & MTM is inclusive of a management office associated with 1,038 square feet of net rentable area.

 

Operating History and Underwritten Net Cash Flow(1)
         2017         2018 Underwritten Per Square Foot %(2)
Base Rent(3) $2,534,517 $2,544,363 $2,777,139 $8.94 45.0%
Vacant Income $0 $0 $730,444 $2.35 11.8%
Gross Potential Rent $2,534,517 $2,544,363 $3,507,583 $11.29 56.8%
Total Reimbursements $2,403,784 $2,456,903 $2,669,662 $8.59 43.2%
Net Rental Income $4,938,301 $5,001,267 $6,177,245 $19.88 100.0%
Less: Vacancy $0 $0  (730,444) (2.35)  (11.8)  
Total Other Income(4) $224,312 $227,939 $227,939 $0.73 3.7%
Effective Gross Income $5,162,613 $5,229,206 $5,674,740 $18.26 91.9%
Total Expenses $2,856,569 $2,835,688 $3,033,339 $9.76 53.5%
Net Operating Income $2,306,043 $2,393,517 $2,641,401 $8.50 46.5%
Total TI/LC, CapEx $0 $0 $223,675 $0.72 3.9%
Net Cash Flow $2,306,043 $2,393,517 $2,417,726 $7.78 42.6%

(1)2016 financials are not available due the acquisition of the Gateway Center Property by the seller in 2017.

(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)Underwritten Base Rent is inclusive of rent steps taken through March 1, 2020 totaling $192,968.

(4)Other Income is inclusive of antenna income, metered electric income and other miscellaneous income.

 

Property Management. The Gateway Center Property is managed by Hamilton EQ Management LLC., an affiliate of the borrowers.

 

Escrows and Reserves. At loan origination, the borrowers deposited $326,282 into a tax reserve account, $19,422 into a rollover reserve account and $5,179 into a replacement reserve account.

 

Tax Escrows On a monthly basis, the borrowers are required to deposit an amount equal to 1/12 of the estimated annual real estate taxes (initially estimated to be $81,570).

 

Insurance Escrows – Insurance escrows are waived so long as (i) no event of default has occurred and is continuing and (ii) the Gateway Center Property is covered by an acceptable blanket policy (which is currently maintained). If such condition is no longer satisfied, on each payment date, the borrowers will be required to fund an insurance reserve in an amount equal to 1/12 of the amount that the lender estimates will be necessary to pay the annual insurance premiums.

 

Replacement Escrows – On a monthly basis, the borrowers are required to deposit an amount equal to $5,179 for replacement reserves (or approximately $0.20 per square foot annually). 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 2019-COR5
 
Gateway Center

 

TI/LC Reserves – On a monthly basis, the borrowers are required to deposit an amount equal to approximately $19,422 for tenant improvements and leasing commission (or approximately $0.75 per square foot annually), subject to a future cap of $2,100,000, in the event BofA exercises a future renewal option in accordance with its lease.

 

Lockbox / Cash Management. The Gateway Center Loan is structured with a hard lockbox and springing cash management. The borrowers were required at loan origination to send a tenant direction letter to the tenants at the Gateway Center Property instructing the tenants to deposit all rents and payments into a lender controlled lockbox account. To the extent no Cash Sweep Period (as defined below) is continuing, all funds in the lockbox account are required to be transferred to or at the direction of the borrowers. Following the occurrence and during the continuance of a Cash Sweep Period, all funds in the lockbox account are required to be swept each business day to a segregated cash management account under the control of the lender and disbursed in accordance with the loan documents. To the extent there is a Cash Sweep Period continuing, all excess cash flow after payment of debt service, required reserves and operating expenses are required to be held as additional collateral for the Gateway Center Loan. The lender has been granted a first priority security interest in the cash management account.

 

A “Cash Sweep Period” means each period commencing on the occurrence of a Cash Sweep Event (as defined below) and continuing until the earlier of the payment date next occurring following the related Cash Sweep Event Cure (as defined below) or payment (or defeasance) in full of all principal and interest on the Gateway Center Loan.

 

A “Cash Sweep Event” means the occurrence of (i) an event of default, (ii) any bankruptcy action of a borrower or property manager, (iii) the date on which the debt service coverage ratio (as calculated in the loan documents and based on the trailing three-month period immediately preceding the date of determination) is less than 1.25x, or (iv) the date on which (a) BofA vacates, surrenders or ceases to conduct its normal business operations at the demised premises, terminates or cancels its lease, or otherwise “goes dark” or gives notice of its intent to do any of the foregoing; (b) BofA becomes insolvent or a debtor in any bankruptcy action, or (c) BofA fails to renew its lease on or prior to the date that such renewal is required pursuant to the terms of the its lease.

 

A “Cash Sweep Event Cure” means (a) with respect to clause (i) above, the acceptance by the lender of a cure of such event of default (which may not be unreasonably withheld, conditioned or delayed unless the lender has accelerated the Gateway Center Loan, commenced foreclosure proceedings or initiated any other remedy), (b) with respect to clause (ii) above, only with respect to a bankruptcy action of a property manager, the borrowers replaces the property manager with a qualified manager under a replacement management agreement within 60 days of such bankruptcy action. (c) with respect to clause (iii) above, the debt service coverage ratio (as calculated in the loan documents and based on the trailing three-month period immediately preceding the date of determination) is at least 1.25x for two consecutive quarters, or (d) with respect to clause (iv) above, the lender’s receipt of evidence that the borrowers have entered into a new lease or leases with a replacement tenant or tenants reasonably acceptable to lender for not less than 65.0% of the demised premises that had previously been occupied by BofA in form and substance reasonably satisfactory to lender and otherwise in accordance with the terms of the loan agreement, (i) that each tenant under any such replacement lease has accepted possession and is in occupancy of all of the space demised under the lease and is paying full, unabated rent at the initial rental rate in accordance with the lease (provided, however, that a tenant may be entitled to a total of not more than three months of free or abated rent following the first anniversary of the rent commencement date of such lease) and (ii) that all current landlord obligations under any such replacement lease (including, without limitation, tenant improvements and leasing commission obligations) have been duly performed, completed and paid for (or reserved with the lender), such evidence to include, without limitation, a fully-executed lease and an acceptable tenant estoppel certificate from each such tenant. A Cash Sweep Event Cure resulting from an event of default or a bankruptcy or insolvency action of the property manager may not be cured more than two times in the aggregate during the term of the Gateway Center Loan, and the borrowers do not have the right to cure a Cash Sweep Event caused by a bankruptcy or insolvency action of a borrower.

 

Right of First Refusal. BofA has a right of first offer to purchase the Gateway Center Property in the event the borrowers elect to sell the Gateway Center Property so long as BofA remains in possession of at least 35% of the net rentable area of the Gateway Center Property, among other terms and conditions. BofA’s right of first offer is subordinate to any foreclosure or deed-in-lieu of foreclosure and, under the lease, expressly terminates upon either a foreclosure or deed-in-lieu.

 

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 2019-COR5
 
Gateway Center

 

Partial Release/Defeasance. If the borrowers have elected to defease a portion of the Gateway Center loan (such event, a “Partial Defeasance”) in connection with the release of a certain outparcel that partially secures the Gateway Center loan (the “Outparcel”) and satisfied certain conditions set forth in the loan documents in connection with the Partial Defeasance, then the borrowers may obtain the release of the Outparcel upon the satisfaction of certain conditions set forth in the loan documents, including, without limitation, the amount of the outstanding principal balance of the mortgage loan to be defeased equals or exceeds $1,679,000, and such defeasance is deemed a voluntary defeasance; (ii) the resulting debt service coverage ratio is equal to or greater than the greater of (A) 1.56x and (B) the debt service coverage ratio immediately preceding the release of the Outparcel; (iii) the resulting loan-to-value ratio is equal to or greater than the greater of (A) 69.7% and (B) the loan-to-value ratio immediately preceding the release of the Outparcel. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in the Preliminary Prospectus for additional information.

 

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 2019-COR5
 
L Street Marketplace

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Original Principal Balance: $26,500,000   Title: Fee
Cut-off Date Principal Balance: $26,500,000   Property Type - Subtype: Retail – Anchored
% of Pool by IPB: 3.8%   Net Rentable Area (SF): 226,571
Loan Purpose: Refinance   Location: Omaha, NE
Borrower: T L Street Marketplace NE, LLC   Year Built / Renovated: 2008 / NA
Sponsor: The 2005 ZST/TBT Descendants’   Occupancy: 91.2%
  Trust-T   Occupancy Date: 4/1/2019
Interest Rate: 4.70000%   Number of Tenants: 24
Note Date: 4/12/2019   2016 NOI(1): N/A
Maturity Date: 5/1/2029   2017 NOI: $2,694,251
Interest-only Period: 36 months   2018 NOI: $2,339,953
Original Term: 120 months   TTM NOI (as of 3/2019)(2): $2,079,924
Original Amortization: 360 months   UW Economic Occupancy: 92.6%
Amortization Type: IO-Balloon   UW Revenues: $4,091,681
Call Protection: L(25),DeforGrtr1%orYM(92),O(3)   UW Expenses: $1,464,675
Lockbox / Cash Management Hard / Springing   UW NOI(2): $2,627,006
Additional Debt: N/A   UW NCF: $2,366,449
Additional Debt Balance: N/A   Appraised Value / Per SF(3): $35,900,000 / $158
Additional Debt Type: N/A   Appraisal Date(3): 3/1/2020
         

 

Escrows and Reserves(4)   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $117  
Taxes: $260,816 $65,204 N/A   Maturity Date Loan / SF: $103  
Insurance: $0 Springing N/A   Cut-off Date LTV(3): 73.8%  
Replacement Reserves: $2,832 $2,832 N/A   Maturity Date LTV(3): 64.9%  
TI/LC: $18,881 $18,881 $679,716   UW NCF DSCR: 1.43x  
Other(5): $635,108 $0 N/A   UW NOI Debt Yield: 9.9%  
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $26,500,000 94.6%    Payoff Existing Debt(6) $26,953,754 96.2% 
Sponsor Equity 1,518,960 5.4   Upfront Reserves 917,637 3.3
        Closing Costs 147,569 0.5
Total Sources $28,018,960 100.0%    Total Uses $28,018,960 100.0% 
(1)Full year 2016 financials are not available as the loan sponsor acquired the L Street Marketplace Property (as defined below) in July 2016.

(2)The increase in Underwritten NOI from TTM NOI is primarily attributable to newly signed leases with Ross Dress for Less, Old Navy, Five Below, Nutrition 402 and Urban Classic.

(3)Appraised Value / Per SF, Appraisal Date, Cut-off Date LTV and Maturity Date LTV are calculated based on the “Upon Stabilized” appraised value, which assumes that Old Navy and Five Below have taken occupancy of their respective spaces and all tenant improvements have been paid, which were reserved at loan origination. Five Below’s lease commenced on March 4, 2019. Old Navy has a signed lease that commences August 30, 2019 with no free rent. Old Navy accepted premises of its space on April 5, 2019. Based on the “Hypothetical” appraised value of $34,000,000, as of February 21, 2019, the Cut-off Date LTV and Maturity Date LTV are equal to 77.9% and 68.5%, respectively. The Hypothetical appraised value assumes that there are no outstanding tenant improvements for Five Below and Old Navy, which were reserved at loan origination. Based on the “As-Is” appraised value of $33,000,000, as of February 21, 2019, the Cut-off Date LTV and Maturity Date LTV are equal to 80.3% and 70.6%, respectively.

(4)On a monthly basis, the borrower is required to deposit an amount equal to 1/12 of the estimated annual real estate taxes, which currently equates to $65,204 per month. The monthly deposits to the insurance reserve are waived so long as (i) no event of default has occurred and is continuing and (ii) the borrower provides the lender with satisfactory evidence (as determined by the lender) that the L Street Marketplace Property is insured in accordance with the loan documents pursuant to a blanket insurance policy acceptable to the lender.

(5)Initial Other Escrows and Reserves consist of (i) an initial deposit of $629,065 into an outstanding TI reserve for Five Below ($95,210) and Old Navy ($533,855) and (ii) an initial deposit of $6,043 into a reserve for free rent associated with Nutrition 402.

(6)Payoff Existing Debt includes the borrower sponsor’s approximately $6.1 million equity payment required under an existing credit line prior to origination.

 

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 2019-COR5
 
L Street Marketplace

 

The Loan. The L Street Marketplace mortgage loan (the “L Street Marketplace Loan”) has a Cut-off Date Principal Balance of $26.5 million and is secured by a first mortgage lien on the fee interest in a 226,571 square foot anchored retail property located in Omaha, Nebraska (the “L Street Marketplace Property”). The L Street Marketplace Loan has a 10-year term and following a three-year interest-only period, will amortize on a 30-year schedule.

 

The Borrower. The borrowing entity is T L Street Marketplace NE, LLC, a Delaware limited liability company structured to be a special purpose entity with one independent manager in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the L Street Marketplace Loan.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is The 2005 ZST/TBT Descendants’ Trust-T, of which Zaffar S. Tabani is the trustee. Zaffar S. Tabani is the founder, CEO and President of the Tabani Group, a commercial real estate company with a portfolio encompassing over 10 million square feet of commercial, hotel and residential real estate. Founded in 1981 and based in Dallas, Texas, the Tabani Group has holdings in multiple states nationwide, including Texas, Florida, Colorado, Georgia, Illinois and Pennsylvania. The loan documents require the guarantor to maintain a net worth and liquidity of at least $30.0 million and $3.0 million, respectively, during the term of the L Street Marketplace Loan.

 

The Property. The L Street Marketplace Property is a 226,571 square foot retail center anchored by Michaels, Ross Dress for Less, buybuy Baby and Cost Plus World Market and is shadow anchored by Target, which is not part of the collateral. Built in 2008 and situated on an approximately 24.9-acre site, the L Street Marketplace Property consists of one main center, one outlot and 1,996 parking spaces, resulting in a parking ratio of 8.8 spaces per 1,000 square feet of net rentable area. The borrower acquired the L Street Marketplace Property in July 2016 for $42.6 million ($188 per square foot) as one main center and seven outlots. Since acquisition, the borrower sold six of the seven outlots to separate users for approximately $13.4 million and spent approximately $4.8 million on capital expenditures for a total cost basis of approximately $34.0 million.

 

As of April 1, 2019, the L Street Marketplace Property was 91.2% leased to 24 tenants, all of which operate under NNN leases at the L Street Marketplace Property. The rent roll is granular with no tenant occupying more than 11.0% of net rentable area or contributing more than 8.3% of underwritten base rent. Investment grade tenants comprise 37.1% of net rentable area and 30.9% of underwritten base rent. The largest tenant, buybuy Baby (25,032 square feet; 11.0% of net rentable area; 8.2% of underwritten base rent) is a baby products chain with 119 locations across 35 states and Canada that offers merchandise for newborns to toddlers. buybuy Baby is a subsidiary of Bed Bath & Beyond, a home furnishings retailer with 1,017 stores located throughout the United States, Puerto Rico and Canada. The buybuy Baby lease expires in January 2026 and has five, five-year extension options remaining. The second largest tenant, Ross Dress for Less (23,734 square feet; 10.5% of net rentable area; 8.2% of underwritten base rent) is the largest off-price apparel and home fashion chain in the United States with 1,480 locations in 38 states, the District of Columbia and Guam. The Ross Dress for Less lease expires in January 2029 and has four, five-year extension options remaining. The Ross Dress for Less at the L Street Marketplace Property is its first store in Nebraska. The third largest tenant, Michaels (21,023 square feet; 9.3% of net rentable area; 7.8% of underwritten base rent), is the largest arts and crafts supplier in North America with 1,258 Michaels retail stores in 49 states and Canada. Michaels recently renewed its lease for five years, with a lease expiration in September 2024. The Michaels lease has three, five-year extension options remaining. Each of the top 10 tenants at the L Street Marketplace Property has renewal options. 11 new or renewal leases have been executed since 2018 at the L Street Marketplace Property, comprising 41.2% of net rentable area and 47.1% of underwritten base rent. The new tenants, Ross Dress for Less, Old Navy, Five Below, Nutrition 402 and Urban Classic, replaced big box retailers who vacated their spaces prior to the loan sponsor’s acquisition in 2016, including Best Buy, Books-a-Million and OfficeMax. Currently, Target and several non-collateral tenants reimburse the borrower for their share of common area expenses.

 

The Market. The L Street Marketplace Property is located within 10 miles of downtown Omaha, the largest city in Nebraska by population, and within 15 miles of the Omaha Eppley Airfield airport, along L Street, a primary regional thoroughfare with approximately 84,000 vehicles per day. The L Street retail corridor is anchored by Walmart Supercenter, Sam’s Club and Home Depot, all located immediately adjacent to the L Street Marketplace Property. The L Street Marketplace Property is located within the Omaha-Council Bluffs, NE-IA metropolitan statistical area (“Omaha MSA”) and regional access to the L Street Marketplace Property is provided by Interstate-80 and Interstate-680.

 

The L Street Marketplace Property is located in the Southwest Omaha Retail submarket, which has a total retail inventory of approximately 4.5 million square feet, a vacancy rate of 3.5% and an average effective rent of $13.86 per square foot. According to the appraisal, the 2018 estimated population within a one-, three- and five-mile radius of the L Street Marketplace Property is 8,013, 86,376 and 225,887, respectively. Additionally, the median household income within a one-, three- and five-mile radius of the L Street Marketplace Property is $58,168, $66,453 and $73,720, respectively. The median household income within a five-mile radius of the L Street Marketplace Property is approximately 17.3% and 30.7% higher than the estimated 2018 Omaha MSA and Nebraska median household income of $62,832 and $56,415, 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 2019-COR5
 
L Street Marketplace

 

The appraisal identified four comparable junior anchor leases from three retail centers in the Omaha MSA. Comparable leases range from approximately 13,896 square feet to 50,000 square feet and base rent ranges from $7.00 to $11.00 per square foot. The appraisal also identified comparable in-line leases from six retail centers in the Omaha MSA. Comparable leases range from approximately 1,200 square feet to 2,000 square feet and base rent ranges from $12.95 to $18.00 per square foot. The weighted average base rent per square foot for the L Street Marketplace Property’s junior anchor and in-line tenants is approximately $9.70 and $16.78, respectively, which is in line with the appraisal’s concluded average market rents of $9.50 and $15.83, respectively.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)

Net Rentable

Area (SF)

% of Total

NRA

Base Rent
PSF(3)
Lease
Expiration(4)
% of Total
Base Rent
Most Recent
Sales PSF(5)
Occupancy
Cost(5)
buybuy Baby(6) Baa3 / NR / BB+ 25,032 11.0% $9.30 1/31/2026 8.2% NAV NAV
Ross Dress for Less A3 / NR / A- 23,734 10.5   $9.75 1/31/2029 8.2 $229 6.3%
Michaels NR / NR / NR 21,023 9.3 $10.50 9/30/2024 7.8 NAV NAV
Cost Plus World Market(7) Baa3 / NR / BB+ 19,982 8.8 $9.30 1/31/2026 6.6 $163 8.6%
Old Navy Baa2 / NR / BB+ 15,253 6.7 $14.82 8/31/2029 8.0 NAV NAV
Petco NR / NR / CCC+ 15,000 6.6 $15.75 4/30/2024 8.3 NAV NAV
Ulta NR / NR / NR 10,118 4.5 $19.50 9/30/2020 7.0 NAV NAV
Shoe Carnival NR / NR / NR 10,000 4.4 $14.50 7/31/2023 5.1 NAV NAV
Kirkland’s NR / NR / NR 9,213 4.1 $19.00 9/30/2022 6.2 $141 17.3%
Five Below NR / NR / NR 8,871 3.9 $14.00 1/31/2030 4.4 NAV NAV
Subtotal / Wtd. Avg.   158,226 69.8% $12.48   69.7%    
Remaining Tenants   48,419 21.4% $17.70   30.3%    
Vacant   19,926  8.8% NAP   NAP    
Total / Wtd. Avg.   226,571 100.0%   $13.70   100.0%    
(1)Based on the underwritten rent roll dated April 1, 2019.

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

(3)Base Rent PSF reflects the following: (a) in-place leases based on the April 1, 2019 rent roll, (b) contractual rent steps underwritten through March 2020 and average rent over the loan term for investment grade tenants, including buybuy Baby, Ross Dress for Less, Old Navy and Cost Plus World Market.

(4)Old Navy and Five Below have termination options which may become exercisable prior to the originally stated expiration date of the tenant lease.

(5)Not all tenants at the L Street Marketplace Property are required to report sales. Occupancy Cost is inclusive of underwritten base rent and total reimbursements.

(6)buybuy Baby, a subsidiary of Bed Bath & Beyond Inc., is under a sublease between Bed Bath & Beyond Inc., as the lessee, and buybuy Baby, as the sublessee.

(7)Cost Plus World Market, a subsidiary of Bed Bath & Beyond Inc., is under a sublease between Bed Bath & Beyond Inc., as the lessee, and Cost Plus World Market, as the sublessee.

 

Lease Rollover Schedule(1)(2)

Year

Number of
Leases
Expiring

Net Rentable
Area Expiring

% of NRA
Expiring

Base Rent
Expiring(3)

% of Base
Rent
Expiring

Cumulative
Net Rentable
Area
Expiring

Cumulative %
of NRA
Expiring

Cumulative
Base Rent
Expiring

Cumulative
% of Base
Rent
Expiring

Vacant NAP 19,926 8.8% NAP NAP    19,926 8.8% NAP NAP
2019 & MTM 2 7,028 3.1    $139,826 4.9% 26,954 11.9% $139,826 4.9%
2020 4 17,245 7.6    325,314 11.5    44,199 19.5%  $465,140 16.4%
2021 2 11,529 5.1    198,492 7.0    55,728 24.6%  $663,632 23.4%
2022 2 10,943 4.8    201,009 7.1    66,671 29.4%  $864,641 30.5%
2023 4 22,978 10.1    315,833 11.2    89,649 39.6%  $1,180,474 41.7%
2024 3 37,685 16.6    484,415 17.1    127,334 56.2%  $1,664,889 58.8%
2025 0 0 0.0    0 0.0    127,334 56.2%  $1,664,889 58.8%
2026 2 45,014 19.9    418,630 14.8    172,348 76.1%  $2,083,519 73.6%
2027 0 0 0.0    0 0.0    172,348 76.1%  $2,083,519 73.6%
2028 2 6,365 2.8    166,250 5.9    178,713 78.9%  $2,249,769 79.5%
2029 2 38,987 17.2    457,532 16.2    217,700 96.1%  $2,707,301 95.6%
2030 & Beyond 1 8,871 3.9    124,194 4.4    226,571 100.0%  $2,831,495 100.0%
Total 24 226,571 100.0% $2,831,495 100.0%        
(1)Based on the underwritten rent roll dated April 1, 2019.

(2)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule.

(3)Based Rent Expiring reflects the following: (a) in-place leases based on the April 1, 2019 rent roll and (b) contractual rent steps totaling approximately $24,106.

 

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 2019-COR5
 
L Street Marketplace

 

Operating History and Underwritten Net Cash Flow(1)

2017

2018

TTM(2)

Underwritten

Per Square
Foot

%(3)

Rents In Place(4) $3,995,550 $3,300,385 $3,280,953 $2,831,495 $12.50 64.1% 
Vacant Income 0 0 0 325,306 1.44 7.4
Gross Potential Rent $3,995,550 $3,300,385 $3,280,953 $3,156,801 $13.93 71.5% 
Percentage Rent 5,425 (41,001) (39,367) 0 0.00 0.0
Other Reimbursements 1,029,859 1,095,846 966,275 1,247,396 5.51 28.2
Other Income 21,321 16,425 12,791 12,791 0.06 0.3
Net Rental Income $5,052,155 $4,371,655 $4,220,652 $4,416,987 $19.49 100.0% 
(Vacancy/Credit Loss) (932,555) (611,620) (712,063) (325,306) (1.44) (7.4)
Effective Gross Income $4,119,600 $3,760,034 $3,508,588 $4,091,681 $18.06 92.6
Total Expenses $1,425,348 $1,420,082 $1,428,664 $1,464,675 $6.46 35.8% 
Net Operating Income(5) $2,694,251 $2,339,953 $2,079,924 $2,627,006 $11.59 64.2% 
TI/LC 0 0 0 226,571 1.00 5.5
Capital Expenditures 0 0 0 33,986 0.15 0.8
Net Cash Flow $2,694,251 $2,339,953 $2,079,924 $2,366,449 $10.44 57.8% 
Occupancy(6) 81.3% 79.9% 91.2% 92.6%    
(1)Full year 2016 financials are not available as the loan sponsor acquired the L Street Marketplace property in July 2016.

(2)TTM column represents the trailing 12-month period ending March 31, 2019.

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

(4)Underwritten Rents in Place includes contractual rent steps underwritten through March 2020 and average rent over the loan term for investment grade tenants, including buybuy Baby, Ross Dress for Less, Old Navy and Cost Plus World Market.

(5)The increase in Underwritten Net Operating Income from TTM Net Operating Income is primarily attributable to newly signed leases with Ross Dress for Less, Old Navy, Five Below, Nutrition 402 and Urban Classic, which collectively account for approximately $704,710 in underwritten rent.

(6)2017 and 2018 occupancies are as of December 31 of each respective year. TTM occupancy reflects the April 1, 2019 rent roll. Underwritten Occupancy reflects economic occupancy. The increase in underwritten occupancy from 2018 occupancy is primarily attributable to newly signed leases with Ross Dress for Less, Old Navy, Five Below, Nutrition 402 and Urban Classic.

 

Property Management. The L Street Marketplace Property is managed by AZT Corporation, a Texas corporation and borrower affiliate.

 

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 2019-COR5
 
Lone Peak

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance: $25,750,000   Title: Fee
Cut-off Date Principal Balance: $25,750,000   Property Type - Subtype: Office – Suburban
% of Pool by IPB: 3.7%   Net Rentable Area (SF): 125,374
Loan Purpose: Refinance   Location: Lehi, UT
Borrower: Lone Peak Office Partners, LLC   Year Built / Renovated: 2018 / N/A
Loan Sponsor: KC Gardner Company, L.C.   Occupancy: 89.3%
Interest Rate: 5.06300%   Occupancy Date: 3/1/2019
Note Date: 12/21/2018   Number of Tenants: 3
Maturity Date: 4/6/2029   2016 NOI(1): N/A
Interest-only Period: 27 months   2017 NOI(1): N/A
Original Term: 123 months   2018 NOI(1): N/A
Original Amortization: 300 months   TTM NOI(1): N/A
Amortization Type: IO-Balloon   UW Economic Occupancy: 88.9%
Call Protection: L(29),Def(90),O(4)   UW Revenues: $3,042,612
Lockbox / Cash Management: Hard / In Place   UW Expenses: $763,154
Additional Debt: N/A   UW NOI: $2,279,457
Additional Debt Balance: N/A   UW NCF: $2,174,143
Additional Debt Type: N/A   Appraised Value / Per SF: $34,520,000 / $275
      Appraisal Date: 10/3/2018
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:                    $205  
Taxes:  $50,000 $22,000 N/A   Maturity Date Loan / SF:                  $166  
Insurance: $0 Springing N/A   Cut-off Date LTV:    74.6%  
Replacement Reserves: $0 $2,612 N/A   Maturity Date LTV:       60.4%  
TI/LC: $0 $10,448 N/A   UW NCF DSCR:       1.20x  
Other(2)(3): $2,486,427 $0 N/A   UW NOI Debt Yield:     8.9%  
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $25,750,000 100.0%   Payoff Existing Debt $20,512,418 79.7%
        Upfront Reserves 2,536,427 9.9   
        Closing Costs 365,231 1.4   
        Return of Equity 2,335,924 9.1   
Total Sources $25,750,000 100.0%   Total Uses $25,750,000 100.0%
(1)Historical cash flows are not available as the Lone Peak Property (as defined below) was recently constructed in 2018.

(2)Initial Other Escrows and Reserves consist of (i) an initial deposit of $1,200,284 into the outstanding rollover reserve, (ii) an initial deposit of approximately $1,018,823 into the free rent reserve and (iii) an initial deposit of $267,320 into the rollover reserve for approved leasing expenses.

 

The Loan. The Lone Peak mortgage loan, with an outstanding principal balance as of the Cut-off Date of approximately $25.8 million (the “Lone Peak Loan”), is secured by a first mortgage lien on the borrower’s fee interest in a newly-constructed, 125,374 square foot, Class A office building located in Lehi, Utah (the “Lone Peak Property”). The Lone Peak Loan has a 123-month term and, following a 27-month interest-only period, will amortize on a 25-year schedule. 

 

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 2019-COR5
 
Lone Peak

 

The Borrower. The borrowing entity is Lone Peak Office Partners, LLC, a Utah limited liability company and special purpose entity structured to be bankruptcy remote with one independent director. The borrowing entity intends to convey a 15.21% tenant-in-common interest to an approved tenant-in-common borrower (and restructure its interest into a tenant-in-common interest). The borrower has the right to convey an additional 4.79% interest to another tenant-in-common borrower provided that, among other things, the new tenant-in-common borrower is acceptable to the lender and assumes all of the borrower’s liabilities and obligations under the loan documents on a joint and several basis.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is KC Gardner Company, L.C. (“The Gardner Company”). The Gardner Company is a privately-held commercial real estate company based in Salt Lake City, Utah. Founded in 2004, The Gardner Company specializes in the development of office, retail, industrial and medical buildings in Utah and Idaho, with one of the largest real estate portfolios in the region. The Gardner Company provides services ranging from initial planning to government relations and financing to architectural design and property management.

 

The Property. The Lone Peak Property is a recently constructed Class A, five-story office building totaling 125,374 square feet of net rentable area located in Lehi, Utah. The Lone Peak Property is situated on two adjacent parcels totaling approximately 8.5 acres and features floor-to-ceiling windows providing views of the surrounding mountains and is improved with tenant amenities such as a fitness room, game room, kitchen areas, basketball court and asphalt-paved parking areas offering 543 surface parking spaces (approximately 4.3 spaces per 1,000 square feet) including several electric vehicle charging stations. Construction of the Lone Peak Property was completed in 2018. The Lone Peak Property is currently 89.3% leased to three tenants, including Nature Sunshine Products (“Nature Sunshine”), Vivo, and Strala, Inc. (“Strala”).

 

The largest tenant, Nature Sunshine (NASDAQ: NATR), together with its subsidiaries, primarily engages in the manufacture and direct sale of nutritional and personal care products worldwide. Nature Sunshine was founded in 1972, has approximately 900 employees, and is headquartered at the Lone Peak Property. Nature Sunshine’s premises at the Lone Peak Property serves as its main corporate and sales location and houses a research/innovation center and a dedicated cafeteria and a fitness center. Nature Sunshine occupies 61,573 square feet across three spaces through March 2029 with no termination options and two, six-year extension options at fair market rent.

 

The second largest tenant, Vivo, operates executive office centers that provide individuals and businesses with a variety of rental office space, lease term options and office services. The Vivo space at the Lone Peak Property has 22 units (ranging from 100 square feet to 1,900 square feet) and offers reception, phone and mail services, three conference rooms and an outdoor basketball and tennis court. Vivo leases 37,699 square feet on the second and third floor of the Loan Peak Property pursuant to two leases with coterminous lease expirations in August 2030 and no termination or extension options. 

 

The third largest tenant, Strala, is a software as a service platform for marketing organizations seeking to improve omni-channel campaign tracking, real-time customer touchpoints, and content intelligence. Strala occupies 12,736 square feet on an 11-year lease expiring in July 2029 with no termination options and one, five-year extension option.

 

With respect to the 13,366 square feet of vacant space, the borrower entered into a master lease with The Gardner Company (which entity is not occupying the space). Rent under the master lease is $27.00 per square foot and is only required to be paid during  a cash management period or a lease sweep period or at any time (to the extent the master lease is still in effect) there is a shortfall in debt service or funds available for reserves.   

 

The Market. The Loan Peak Property is situated in the heart of the dynamic North Utah County market. The Lone Peak Property is located a few blocks west of entrance/exit ramps to Interstate-15, Utah’s primary north/south arterial that provides access to the entire Utah Valley as well as to the Salt Lake Valley. Commuter rail access is available within walking distance (0.4-miles) via the UTA Frontrunner Lehi Station.

 

The Lone Peak Property is located in the Utah County office submarket, within the greater Salt Lake City office market. As of the first quarter of 2019, the greater Salt Lake City office market consisted of approximately 109.7 million square feet of office across 4,977 buildings with an overall market vacancy of 6.7% and average asking rents of approximately $21.44 per square foot. As of the first quarter of 2019, the Utah County office submarket consisted of approximately 21.1 million square feet of office space across 1,166 buildings with an overall market vacancy of 8.0% and average market asking rents of $21.67 per square foot.

 

The appraisal identified five comparable office leases ranging in size from 21,816 square feet to 145,646 square feet. Base rents for the comparable office leases ranged from $19.25 per square foot to $26.50 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 2019-COR5
 
Lone Peak

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P
Net Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF
% of Total
Base Rent
Lease
Expiration Date
Nature Sunshine Products NR / NR / NR 61,573 49.1% $26.91 48.4% 03/31/2029
Vivo NR / NR / NR 37,699            30.1% $27.54 30.3% 08/31/2030
Strala, Inc. NR / NR / NR 12,736 10.2% $27.30 10.2% 07/31/2029

(1)Based on the underwritten rent roll dated as of March 1, 2019 inclusive of rent steps through April 1, 2020.

 

  


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 13,366 10.7% NAP NAP 13,366 10.7% NAP NAP
2019 & MTM 0 0 0.0% $0 0.0% 13,366 10.7% $0 0.0%
2020 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2021 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2022 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2023 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2024 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2025 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2026 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2027 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2028 0 0 0.0% 0 0.0% 13,366 10.7% $0 0.0%
2029 2 74,309 59.3% 2,004,328 65.9% 87,675 69.9% $2,004,328 65.9%
2030 & Beyond 1 37,699 30.1% 1,038,284    34.1% 125,374 100.0% $3,042,612    100.0%
Total 3 125,374 100.0% $3,042,612 100.0%        
(1)Based on the underwritten rent roll dated as of March 1, 2019 inclusive of rent steps through April 1, 2020.

 

Operating History and Underwritten Net Cash Flow(1)
    Underwritten Per Square Foot   %(2)
Rents in Place(3) $3,042,612 $24.27       88.9%
Vacant Income 380,931 3.04      11.1
Gross Potential Rent $3,423,543 $27.31       100.0%
Total Reimbursements 0 0.00       0.0
Total Other Income 0 0.00       0.0
Net Rental Income $3,423,543 $27.31       100.0%
(Vacancy/Credit Loss) (380,931) (3.04)       (11.1)
Effective Gross Income $3,042,612 $24.27        88.9%
Total Expenses $763,154 $6.09         25.1%
Net Operating Income $2,279,457 $18.18        74.9%
Total TI/LC, CapEx/RR 105,314 0.84        3.5
Net Cash Flow $2,174,143 $17.34         71.5%
Occupancy(4) 88.9%    
(1)Historical financials are not available, as the Lone Peak Property is a newly-constructed building that was completed in 2018.

(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)Underwritten Rents in Place are inclusive of rent steps through April 1, 2020.

(4)Underwritten occupancy represents in-place economic occupancy. The Lone Peak Property is 89.3% leased as of March 1, 2019.

 

Partial Release. The loan documents permit the borrower to obtain the free release of a 0.074-acre portion of the Loan Peak Property where a billboard sign is located. The value of this parcel was not included in the loan underwriting or the appraised value. The borrower intends to request this release prior to the closing date of the JPMCC 2019-COR5 securitization.

 

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 2019-COR5
 
ICON Upper East Side Portfolio

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Portfolio
Credit Assessment:     Title: Fee
(Fitch / KBRA / S&P)(1) BBB- / BBB+ / N/A   Property Type – Subtype: Various – Various
Original Principal Balance(2): $25,000,000   Net Rentable Area (Units)(4): 350
Cut-off Date Principal Balance(2): $25,000,000     Location: New York, NY
% of Pool by IPB: 3.6%   Year Built / Renovated: Various / Various
Loan Purpose: Refinance   Occupancy(5): 97.7%
Borrowers(3): Various   Occupancy Date: 4/11/2019
Sponsor: Icon Realty Management   Number of Tenants(6): 3
Interest Rate: 4.50000%   2016 NOI: $6,689,626
Note Date: 4/17/2019   2017 NOI: $7,063,038
Maturity Date: 5/1/2024   2018 NOI: $7,046,981
Interest-only Period: 60 months   TTM NOI: N/A
Original Term: 60 months   UW Economic Occupancy: 95.3%
Original Amortization: None   UW Revenues: $11,226,823
Amortization Type: Interest Only   UW Expenses: $4,103,552
Call Protection: L(25),Grtr1%orYM(29),O(6)   UW NOI: $7,123,271
Lockbox / Cash Management: Soft / In Place   UW NCF(7): $7,032,286
Additional Debt: Yes   Appraised Value / Per Unit: $201,300,000 / $575,143
Additional Debt Balance(2): $33,500,000 / $57,200,000   Appraisal Date: Various
Additional Debt Type(2): Pari Passu / Subordinate Debt      
         
         
         
Escrows and Reserves   Financial Information(2)
  Initial Monthly Initial Cap     Senior Notes   Whole Loan
Taxes: $1,102,623 $220,525 N/A   Cut-off Date Loan / Unit: $167,143   $330,571
Insurance(8): $0 Springing N/A   Maturity Date Loan / Unit: $167,143   $330,571
Replacement Reserves(9): $7,268 $7,268 $261,651   Cut-off Date LTV: 29.1%   57.5%
TI/LC(9): $398 $398 $9,560   Maturity Date LTV: 29.1%   57.5%
Other: $0 $0 N/A   UW NCF DSCR:  2.63x   1.33x
          UW NOI Debt Yield:   12.2%   6.2%
               
                   
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(2) $115,700,000 100.0%   Payoff Existing Debt $87,925,709 76.0%
        Closing Costs 2,936,716 2.5   
        Upfront Reserves 1,110,289 1.0   
        Return of Equity 23,727,286 20.5   
Total Sources $115,700,000 100.0%   Total Uses $115,700,000 100.0%
(1)Fitch and KBRA provided the listed assessments for the ICON UES Portfolio Loan (as defined below) in the context of its inclusion in the mortgage pool. S&P does not provide a credit assessment but confirmed that the ICON UES Portfolio Loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(2)The ICON UES Portfolio Loan is part of a whole loan evidenced by three senior pari passu notes and one subordinate note, with an aggregate outstanding principal balance as of the Cut-off Date of $115.7 million. Financial Information presented in the chart above reflects the aggregate Cut-off Date Balance of the $58.5 million senior notes and the $115.7 million ICON UES Portfolio Whole Loan (as defined below).

(3)The borrowers are 242 East 75 Realty Associates LLC, 1556 Second Realty Associates LLC, 228 East 84 Realty Associates LLC, 244 East 78 Realty Associates LLC, 323 East 78 Realty Associates LLC, 338 East 55 Realty Associates LLC, 332 East 71 Realty Associates LLC, 322 East 74 Realty Associates LLC, 340 East 61 Realty Associates LLC, 342 East 76 Realty Associates LLC, 340 East 81 Realty Associates LLC, 340 East 55 Realty Associates LLC, 409 East 81 Realty Associates LLC, 407 East 81 Realty Associates LLC, 344 East 55 Realty Associates LLC, 443 East 78 Realty Associates LLC, 419 East 82 Realty Associates LLC, 502 East 73 Realty Associates LLC and 513 East 82 Realty Associates LLC.
 (4)Net Rentable Area (Units) is reflective of 346 residential units and four commercial units.
 (5)Occupancy based solely on the weighted averaged of residential units is 97.7%. The weighted average occupancy of the commercial square footage is 85.1%.

 

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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ICON Upper East Side Portfolio

 

(6)Number of Tenants is reflective of three commercial tenants who currently occupy approximately 4,000 square feet of commercial space, encompassing the 1556 Second Avenue, 344 East 55th Street and 443 East 78th Street Properties out of the total 4,700 square feet of commercial space. The remaining 700 square feet of commercial space is associated with vacant commercial space at the 419 East 82nd Street Property.

(7)UW NCF is based on the lender’s portfolio level underwriting, which applies additional vacancy at a portfolio level in excess of the in-place vacancy at the property level. Based on the in-place rent roll as of April 2019, the ICON Upper East Side Portfolio (as defined below) has a 2.8% economic vacancy rate, as compared to the underwritten portfolio level vacancy assumption of 5.0% for market rate and commercial units. Portfolio UW NCF varies from the aggregate individual underwritten cash flow for the all 19 ICON UES Portfolio Properties (as defined below), as vacancy was underwritten based on the in-place rent roll on a property level.

(8)

The monthly deposits into the insurance reserve are waived so long as (i) no event of default has occurred and is continuing and (ii) the borrowers provide the lender with reasonably satisfactory evidence (as determined by the lender) that the ICON UES Properties (as defined below) are insured in accordance with the loan documents pursuant to a blanket insurance policy reasonably acceptable to the lender. 

(9)The loan documents provide that the cap for the replacement reserve is equal to 36 times the monthly deposit, initially $7,268, and the cap for the TI/LC reserve is equal to 24 times the monthly deposit, initially $398.

 

The Loan. The ICON Upper East Side Portfolio loan (the “ICON UES Portfolio Loan”) is secured by a first mortgage lien on the borrowers’ fee interests in a portfolio of 19 multifamily and mixed use properties totaling 350 units, located throughout the Upper East Side neighborhood of Manhattan, New York (each, an “ICON UES Portfolio Property”, and together the “ICON UES Portfolio Properties” or the “ICON UES Portfolio”). The ICON UES Portfolio Loan is part of a whole loan that has an aggregate outstanding principal balance as of the Cut-off Date of $115.7 million (the “ICON UES Portfolio Whole Loan”) and is comprised of three senior pari passu notes and one subordinate note, each as described below. The non-controlling Note A-2, with an outstanding principal balance as of the Cut-off Date of approximately $25.0 million, will be contributed to the JPMCC 2019-COR5 Trust. The remaining note is currently held by JPMCB, as shown in the chart below. The relationship between the holders of the ICON UES Portfolio Whole Loan will be governed by a co-lender agreement as described under the “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The ICON UES Portfolio Whole Loan” in the Preliminary Prospectus. The ICON UES Portfolio Whole Loan has a 5-year term and is interest-only for the full term.

 

Whole Loan Summary
Note Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1 $8,500,000 $8,500,000   JPMCC 2019-ICON UES Yes
A-2 25,000,000 25,000,000   JPMCC 2019-COR5 No
A-3 25,000,000 25,000,000   JPMCB No
B 57,200,000 57,200,000   JPMCC 2019-ICON UES No
Total $115,700,000 $115,700,000      

 

The Borrowers. The borrowing entities are 242 East 75 Realty Associates LLC, 1556 Second Realty Associates LLC, 228 East 84 Realty Associates LLC, 244 East 78 Realty Associates LLC, 323 East 78 Realty Associates LLC, 338 East 55 Realty Associates LLC, 332 East 71 Realty Associates LLC, 322 East 74 Realty Associates LLC, 340 East 61 Realty Associates LLC, 342 East 76 Realty Associates LLC, 340 East 81 Realty Associates LLC, 340 East 55 Realty Associates LLC, 409 East 81 Realty Associates LLC, 407 East 81 Realty Associates LLC, 344 East 55 Realty Associates LLC, 443 East 78 Realty Associates LLC, 419 East 82 Realty Associates LLC, 502 East 73 Realty Associates LLC and 513 East 82 Realty Associates LLC, each a Delaware limited liability company and special purpose entity structured to be bankruptcy remote with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the ICON UES Portfolio Whole Loan.

 

The Loan Sponsor. The loan sponsor, Icon Realty Management, is a private real estate investment, management and development company with a variety of real estate holdings in New York, New York. Icon Realty Management owns and manages over 1,800 apartment units located throughout Manhattan and Brooklyn. Founded in 2003 by Terrence Lowenberg and Todd Cohen, Icon Realty Management has acquired over 165 assets and executed over $1.75 billion of real estate transactions in office, mixed-use, multifamily and hospitality properties since its inception. Icon Realty Management’s existing investment portfolio is comprised of 112 assets and approximately 1.6 million square feet. Terrence Lowenberg and Todd Cohen serve as the non-recourse carveout guarantors under the ICON UES Portfolio 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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ICON Upper East Side Portfolio

 

Portfolio Summary
Property Total Units(1) Year Built Allocated Whole Loan Amount % of
Allocated
Loan
Amount
Appraised Value UW NCF % UW NCF(2)
244 East 78th Street 24 1910 $8,700,000  7.5% $16,300,000  $482,534  6.7%
332 East 71st Street 20 1925 7,100,000  6.1  12,900,000  418,973  5.8 
1556 Second Avenue 7 1910 6,800,000  5.9  10,300,000  457,717  6.3 
323 East 78th Street 16 1910 6,800,000  5.9  12,500,000  449,909  6.2 
502 East 73rd Street 20 1910 6,800,000  5.9  10,400,000  338,801  4.7 
513 East 82nd Street 20 1910 6,800,000  5.9  11,200,000  405,180  5.6 
344 East 55th Street 20 1940 6,600,000  5.7  11,800,000  449,124  6.2 
228 East 84th Street 18 1910 6,400,000  5.5  11,600,000  417,566  5.8 
340 East 81st Street 16 1910 6,000,000  5.2  9,900,000  397,923  5.5 
419 East 82nd Street 21 1910 6,000,000  5.2  10,200,000  360,324  5.0 
338 East 55th Street 10 1950 5,900,000  5.1  8,800,000  425,907  5.9 
409 East 81st Street 20 1900 5,700,000  4.9  10,000,000  379,930  5.2 
322 East 74th Street 20 1910 5,600,000  4.8  10,500,000  372,422  5.1 
443 East 78th Street 21 1924 5,600,000  4.8  9,600,000  310,565  4.3 
340 East 55th Street 20 1920 5,400,000  4.7  10,000,000  327,616  4.5 
340 East 61st Street 20 1910 5,200,000  4.5  8,700,000  349,380  4.8 
407 East 81st Street 20 1920 5,200,000  4.5  9,800,000  315,036  4.4 
242 East 75th Street 20 1910 4,800,000  4.1  8,900,000  306,216  4.2 
342 East 76th Street 17 1910 4,300,000  3.7  7,900,000  274,354  3.8 
Total/Wtd. Avg. 350   $115,700,000  100.0% $201,300,000  $7,032,286(3)  100.0%
(1)Total units is comprised of 346 residential units and four commercial units associated with the 1556 Second Avenue, 344 East 55th Street, 419 East 82nd Street and 443 East 78th Street properties.

(2)% UW NCF is based upon the aggregate individual property level underwritten net cash flow.

(3)Total Portfolio UW NCF is based on the lender’s portfolio level underwriting, which applies additional vacancy at a portfolio level in excess of the in-place vacancy at the property level. Based on the in-place rent roll as of April 2019, the ICON UES Portfolio has a 2.8% economic vacancy rate, as compared to the underwritten portfolio level vacancy assumption of 5.0% for market rate and commercial units. Portfolio UW NCF varies from the aggregate individual UW NCF for the 19 ICON UES Portfolio Properties, as vacancy was underwritten based on the in-place rent roll on a property level. The incremental vacancy utilized to achieve the 5.0% economic vacancy at the portfolio level underwriting is equal to $207,191.

 

The Portfolio. The ICON UES Portfolio consists of 19 properties, comprised of 346 residential units and 4,700 square feet of commercial space located throughout the Upper East Side neighborhood of Manhattan, New York. The ICON UES Portfolio is comprised of (i) 281 market-rate units, (ii) 58 rent-stabilized units, (iii) seven rent-controlled units and (iv) an additional 4,700 square feet of commercial space. Residential units within the ICON UES Portfolio consist of 113 studio, 185 one-bedroom, 35 two-bedroom, six three-bedroom, four four-bedroom and three five-bedroom apartments. The ICON UES Portfolio Properties were originally constructed between 1900 and 1950, with 14 of the ICON UES Portfolio Properties having undergone renovations since 2011. Newly renovated units include renovated kitchens with wood cabinets, granite or Caesarstone countertops, hardwood flooring, stainless steel appliances, microwaves and dishwashers. Renovated bathrooms include ceramic tile flooring and walls, porcelain sinks atop a wood vanity and porcelain tubs with chrome fixtures.

 

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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ICON Upper East Side Portfolio

 

Historical and Current Occupancy(1)
Property 2016(2) 2017(2) 2018(2) Current(2)(3)
244 East 78th Street 95.8% 100.0% 95.8% 91.7%
332 East 71st Street 90.0% 95.0% 95.0% 95.0%
1556 Second Avenue(4) 83.3% 50.0% 83.3% 83.3%
323 East 78th Street 100.0% 100.0% 100.0% 100.0%
502 East 73rd Street 100.0% 100.0% 95.0% 95.0%
513 East 82nd Street 100.0% 95.0% 95.0% 95.0%
344 East 55th Street 100.0% 95.0% 100.0% 100.0%
228 East 84th Street 100.0% 100.0% 94.0% 100.0%
340 East 81st Street 93.8% 100.0% 100.0% 100.0%
419 East 82nd Street 95.0% 100.0% 100.0% 100.0%
338 East 55th Street 100.0% 100.0% 100.0% 100.0%
409 East 81st Street 100.0% 100.0% 100.0% 100.0%
322 East 74th Street 100.0% 100.0% 95.0% 100.0%
443 East 78th Street 100.0% 100.0% 95.0% 95.0%
340 East 55th Street 100.0% 100.0% 100.0% 95.0%
340 East 61st Street 95.0% 90.0% 95.0% 100.0%
407 East 81st Street 100.0% 100.0% 100.0% 100.0%
242 East 75th Street 95.0% 95.0% 90.0% 100.0%
342 East 76th Street 100.0% 100.0% 100.0% 100.0%
Weighted Average 97.9% 98.3% 97.0% 97.7%
(1)Historical occupancies are as of December 31 of each respective year.

(2)Weighted Average occupancy is based solely on the weighted average occupancy of residential units.

(3)Current occupancy is based on the April 11, 2019 rent roll residential units. The current occupancy based on the total 350 residential and commercial units is 97.4%.

(4)Occupancy in 2017 declined as sponsorship was completing renovations at the property. 2018 occupancy decreased from 2017 as a result of leasing newly renovated units at market rates.

 

244 East 78th Street

The largest ICON UES Portfolio Property by allocated loan amount, 244 East 78th Street (the “244 East 78th Street Property”), is a 24-unit, mid-rise, multifamily property located in New York, New York, on East 78th Street between 2nd and 3rd Avenue. As of April 11, 2019, the 244 East 78th Street Property was 91.7% occupied by 22 tenants at a monthly average contractual in-place rent of $3,099 per unit. The 244 East 78th Street Property is a 5-story apartment building containing approximately 11,570 square feet of residential space. The 244 East 78th Street Property is comprised of nine studio, eight one-bedroom, three two-bedroom, one three-bedroom, one four-bedroom and two five-bedroom units. Additionally, the unit mix is further broken down into 18 market rate units and six rent stabilized units. Built in 1910 and renovated in 2017, the 244 East 78th Street Property features a video intercom system, new entryway doors, a newly renovated lobby with slate floor tiles and marble staircases. Newly renovated units include in-unit washer and dryers, stainless steel appliances, hardwood floors and large windows.

 

332 East 71st Street

The second largest ICON UES Portfolio Property by allocated loan amount, 332 East 71st Street (the “332 East 71st Street Property”), is a 20-unit, mid-rise, multifamily property located in New York, New York, on East 71st Street between 1st and 2nd Avenue. As of April 11, 2019, the 332 East 71st Street Property was 95.0% occupied by 19 tenants at a monthly average in-place rental rate of $2,970 per unit. The 332 East 71st Street Property is a 5-story apartment building containing approximately 9,735 square feet of residential space. The 332 East 71st Street Property is comprised of two studio and 18 one-bedroom units. Additionally, the unit mix is further broken down into 18 market rate units and two rent stabilized units. Built in 1925 and renovated in 2011, the 332 East 71st Street Property features new entryway doors, a newly renovated lobby with slate floor tiles and marble staircases. Newly renovated units include in-unit washer and dryers, stainless steel appliances, hardwood floors and large windows. 

 

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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ICON Upper East Side Portfolio

 

1556 Second Avenue

The third largest ICON UES Portfolio Property by allocated loan amount, 1556 Second Avenue (the “1556 Second Avenue Property”), is a 7-unit, mixed use, multifamily and retail property located in New York, New York, on the corner of 2nd Avenue and East 81st Street. The 1556 Second Avenue Property is a 4-story apartment building containing approximately 3,583 square feet of residential space and 1,800 square feet of ground floor retail space. As of April 11, 2019, the 1556 Second Avenue Property was 83.3% occupied by five residential tenants at a monthly average in-place rental rate of $4,060 per unit. The ground floor retail space is currently occupied by Cascabel Taqueria a casual Mexican restaurant that has been a tenant at the 1556 Second Avenue Property since 2009 and pays a monthly in-place rent of $27,012. The 1556 Second Avenue Property is comprised of, one one-bedroom, four two-bedroom, one three-bedroom units and the additional 1,800 square feet of commercial space. Additionally, the unit mix is further broken down into six market rate units and one commercial unit. Built in 1910, the 1556 Second Avenue Property features newly renovated units with in-unit washer and dryers, stainless steel appliances and hardwood floors.

 

The Market. The ICON UES Portfolio Properties are located in the Upper East Side neighborhood of Manhattan, New York. New York City consists of five counties at the mouth of the Hudson River in the southeast area of New York State. The borough of Manhattan, forms the political, financial and cultural core of New York City. New York City is home to 58 Fortune 500 companies and the two largest stock exchanges in the world, the New York Stock Exchange and the NASDAQ Stock Market. Access to and from the ICON UES Portfolio Properties by automobile is via the FDR Drive located along the eastern border of Manhattan, and via the West Side Highway located along the Western border of Manhattan. Taxicabs also provide convenient street travel 24 hours a day. The New York City Subway system is one of the largest rapid transit system in the world with 472 stations in operation. According to REIS, as of Q4 2018, New York City’s average household income is $193,106, well above the average household incomes of $157,945 and $182,320 reported for top metropolitan areas and the northeast region, respectively. According to REIS, as of Q4 2018, the Upper East Side multifamily submarket had a vacancy rate of 2.8%, which is the second lowest among the nine submarkets in the New York Metro area and only 486 apartment units are expected to be added to the market between now and 2022. Inventory in the Upper East Side submarket has only grown 1.8% since 2014, with no growth in 2017 or 2018. According to REIS, the Upper East Side multifamily submarket asking rents were $4,352 as of Q4 2018, which is approximately 17.5% greater than that of the New York Metro.

 

Unit Mix(1)
Property Total # of Units # of
Residential
Units
# of
Commercial
Units
Occupancy
Residential
Units
Occupancy
Commercial
Space
Residential
(SF)
Average
Market
Rent Per SF(2)
Monthly
Residential
Revenue
Per Unit
244 East 78th Street 24 24 0 91.7% NAP 11,570 $94.95 $2,841
332 East 71st Street 20 20 0 95.0% NAP 9,735 $94.95 $2,821
1556 Second Avenue 7 6 1 83.3% 100.0% 3,583 $94.95 $3,383
323 East 78th Street 16 16 0 100.0% NAP 8,650 $94.95 $3,773
502 East 73rd Street 20 20 0 95.0% NAP 9,695 $94.95 $2,247
513 East 82nd Street 20 20 0 95.0% NAP 11,700 $94.95 $2,624
344 East 55th Street 20 19 1 100.0% 100.0% 10,000 $71.56 $2,739
228 East 84th Street 18 18 0 100.0% NAP 9,555 $94.95 $2,875
340 East 81st Street 16 16 0 100.0% NAP 8,350 $94.95 $2,892
419 East 82nd Street 21 20 1 100.0% 0.0% 7,930 $94.95 $2,420
338 East 55th Street 10 10 0 100.0% NAP 6,000 $71.56 $3,995
409 East 81st Street 20 20 0 100.0% NAP 7,520 $94.95 $2,439
322 East 74th Street 20 20 0 100.0% NAP 8,500 $94.95 $2,460
443 East 78th Street 21 20 1 95.0% 100.0% 7,850 $94.95 $1,993
340 East 55th Street 20 20 0 95.0% NAP 9,635 $71.56 $2,336
340 East 61st Street 20 20 0 100.0% NAP 9,510 $71.56 $2,243
407 East 81st Street 20 20 0 100.0% NAP 10,375 $94.95 $2,326
242 East 75th Street 20 20 0 100.0% NAP 7,895 $94.95 $2,215
342 East 76th Street 17 17 0 100.0% NAP 7,770 $94.95 $2,337
Total / Wtd. Avg. 350 346 4 97.7% 85.1% 165,823 $90.03  $2,604
(1)Based on the in-place rent roll as of April 11, 2019.

(2)Based on each ICON UES Portfolio Property appraisal as of October 2018.

 

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 2019-COR5
 
ICON Upper East Side Portfolio

 

Unit Mix(1)
Property Property Type Property Subtype Total # of Units # of Residential Units # of Commercial Units Market Rate Units(2) Rent Stabilized Units Rent Controlled Units
244 East 78th Street Multifamily Mid-Rise 24 24 0 18 6 0
332 East 71st Street Multifamily Mid-Rise 20 20 0 18 2 0
1556 Second Avenue Mixed Use Multifamily/Retail 7 6 1 6 0 0
323 East 78th Street Multifamily Mid-Rise 16 16 0 15 1 0
502 East 73rd Street Multifamily Mid-Rise 20 20 0 13 6 1
513 East 82nd Street Multifamily Mid-Rise 20 20 0 17 3 0
344 East 55th Street Mixed Use Multifamily/Retail 20 19 1 16 3 0
228 East 84th Street Multifamily Mid-Rise 18 18 0 15 2 1
340 East 81st Street Multifamily Mid-Rise 16 16 0 13 3 0
419 East 82nd Street Mixed Use Multifamily/Office 21 20 1 17 3 0
338 East 55th Street Multifamily Mid-Rise 10 10 0 10 0 0
409 East 81st Street Multifamily Mid-Rise 20 20 0 19 1 0
322 East 74th Street Multifamily Mid-Rise 20 20 0 17 3 0
443 East 78th Street Mixed Use Multifamily/Retail 21 20 1 17 1 2
340 East 55th Street Multifamily Mid-Rise 20 20 0 14 5 1
340 East 61st Street Multifamily Mid-Rise 20 20 0 14 5 1
407 East 81st Street Multifamily Mid-Rise 20 20 0 12 8 0
242 East 75th Street Multifamily Mid-Rise 20 20 0 16 3 1
342 East 76th Street Multifamily Mid-Rise 17 17 0 14 3 0
Total / Wtd. Avg.        350 346 4 281 58 7
(1)Based on the in place rent rolls as of April 11, 2019.

(2)Market Rate Units is inclusive of one employee occupied unit with no attributable underwritten base rent. Further, market-rate units is inclusive of one vacant rent stabilized unit that will be converted to market upon re-leasing to a market rate tenant.

 

Underwritten Net Cash Flow
  2016 2017 2018 Underwritten Per Unit(1) %(2)
Residential Rents in place Market Rate $9,177,630 $9,640,915 $9,747,872 $10,006,344 $28,590 86.44%
Residential Rents in place Rent Stabilized 1,038,497 1,015,332 1,004,127 776,559 2,219 6.7   
Residential Rents in place Rent Controlled(3) 15,793 50,875 (8,991) 29,712 85 0.3   
Residential Vacant Income 0 0 0 293,664 839 2.5   
Commercial Rents In Place 365,392 389,581 401,267 407,064 1,163 3.5   
Commercial Vacant Income 0 0 0 42,000 120 0.4   
Commercial Reimbursements 0 0 0 20,870 60 0.2   
Net Rental Income $10,597,312 $11,096,703 $11,144,275 $11,576,213 $33,075 100.0%
(Vacancy/Credit Loss/Concessions/Model Units)(4) (485,361) (547,755) (433,756) (542,855) (1,551) (4.7)  
Other Income(5) 18,213 89,832 183,110 193,465 553 1.7   
Effective Gross Income $10,130,164 $10,638,780 $10,893,629 $11,226,823 $32,077 97.0%
Total Expenses $3,440,538 $3,575,742 $3,846,648 $4,103,552 $11,724 36.6%
Net Operating Income $6,689,626 $7,063,038 $7,046,981 $7,123,271 $20,352 63.4%
Replacement Reserves 0 0 0 90,985 260 0.8   
Net Cash Flow $6,689,626 $7,063,038 $7,046,981 $7,032,286 $20,092 62.6%
Occupancy(6) 97.9% 98.3% 97.0% 97.7%    
(1)Based on 350 total units in the ICON UES Portfolio.

(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)The negative ($8,991) in 2018 Residential Rents in place Rent Controlled reflects abatements and additional refunds for historical renovation periods.

(4)Vacancy is underwritten to 5.0% for residential rents in place for market rate units and commercial rents which is in excess of the ICON UES Portfolio in-place vacancy of ($335,664) or 2.8%. No vacancy allowance was underwritten for the rent stabilized and rent controlled units due to their below market rental rates.

(5)Other Income is comprised of tenant reimbursements and expenses. Other Income is underwritten based off of the average of year end 2018 and the appraiser’s concluded value.

(6)Historical occupancies are as of December 31 or each respective year. The weighted average occupancy is based solely on residential units. Current occupancy is based on the April 11, 2019 rent roll residential units. The current occupancy based on the total 350 residential and commercial units is 97.4%

 

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 2019-COR5
 
ICON Upper East Side Portfolio

 

Property Management. The ICON UES Portfolio Properties are managed by Icon Realty Management LLC, an affiliate of the loan sponsor.

 

Partial Release. On or after the second business day after the payment date occurring in June 2021, the borrowers may obtain the release of an individual ICON UES Portfolio Property from the lien of the mortgage on such individual ICON UES Portfolio Property and the release of the related borrower’s obligations under the loan documents (other than those expressly stated to survive and exist as of the date of the release of such individual ICON UES Portfolio Property and related borrower), provided that the related borrower satisfies certain conditions set forth in the loan documents, including, without limitation, the following: (i) the related borrower pays (a) the Adjusted Release Amount (defined below), (b) all interest accrued and unpaid on the entire principal balance of the note for the ICON UES Portfolio Property to be released for the full accrual period during which payment of the adjusted release amount occurs, and (c) if such payment occurs prior to the business day after the payment date which is six months prior to the maturity date, the applicable yield maintenance premium; (ii) no event of default has occurred and is continuing (unless release of the applicable individual ICON UES Portfolio Property cures such event of default); (iii) the related borrower conveys such individual ICON UES Portfolio Property, concurrently with the release, to an unaffiliated third party; (iv) the related borrower provides a partial release of mortgage endorsement to the lender’s title insurance policy in the form then being issued; (v) subsequent to such release, each remaining individual borrower continues to be a special purpose entity pursuant to, and in accordance with, the loan documents; (vi) the related borrower delivers to the lender and the rating agencies an additional insolvency opinion or an update of the insolvency opinion indicating that the release does not affect the opinions set forth therein; (vii) satisfaction of customary REMIC requirements; (viii) after giving effect to the release of the applicable individual ICON UES Portfolio Property, the debt service coverage ratio for the ICON UES Portfolio Properties then remaining (based on the period immediately preceding the release of the applicable individual ICON Property) is equal to or greater than the greater of (a) the debt service coverage ratio for all of the ICON UES Portfolio Properties then remaining, which includes the individual ICON UES Portfolio Property requested to be released, immediately preceding the release of the applicable individual ICON UES Portfolio Property, and (b) 1.37x; and (ix) the related borrower reimburses the lender and the applicable servicer for any reasonable actual third-party out-of-pocket costs and expenses the lender and applicable servicer incur. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Partial Releases” in the Preliminary Prospectus for additional information.

 

Adjusted Release Amount” means (a) with respect to the releases that result in the first 10.0% of the ICON UES Portfolio Whole Loan balance being paid down, 105.0% of the allocated loan amount for the applicable individual ICON UES Portfolio Property, (b) with respect to the releases that result in the next 10.0% of the ICON UES Portfolio Whole Loan balance being paid down, 115.0% of the allocated loan amount for the applicable individual ICON UES Portfolio Property, and (c) thereafter, 120.0% of the allocated loan amount for the applicable individual ICON UES Portfolio 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 2019-COR5

 

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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 2019-COR5
 
NOV Headquarters

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $20,000,000   Title: Fee
Cut-off Date Principal Balance(1): $20,000,000   Property Type - Subtype: Office – Suburban
% of Pool by IPB: 2.9%   Net Rentable Area (SF): 337,019
Loan Purpose: Acquisition   Location: Houston, TX
Borrowers: FM MCI NOV LLC, FM WPI NOV   Year Built / Renovated: 1982 / 2009
  LLC   Occupancy: 100.0%
Sponsor: Franklin B. Mandel   Occupancy Date: 6/6/2019
Interest Rate: 4.63000%   Number of Tenants: 1
Note Date: 3/29/2019   2016 NOI: $3,500,000
Maturity Date: 4/6/2029   2017 NOI: $3,500,000
Interest-only Period: 120 months   2018 NOI: $3,500,000
Original Term: 120 months   TTM NOI (as of 2/2019): $3,500,000
Original Amortization: None   UW Economic Occupancy: 95.0%
Amortization Type: Interest Only   UW Revenues: $5,585,060
Call Protection(2): L(26),Def(91),O(3)   UW Expenses: $2,379,011
Lockbox / Cash Management: Hard / Springing   UW NOI: $3,206,049
Additional Debt: Yes   UW NCF: $3,138,646
Additional Debt Balance(1): $19,200,000   Appraised Value / Per SF: $57,000,000 / $169
Additional Debt Type(1): Pari Passu   Appraisal Date: 1/30/2019
         
         

 

Escrows and Reserves   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $116  
Taxes(3):  $0 Springing N/A   Maturity Date Loan / SF: $116  
Insurance(4): $0 Springing N/A   Cut-off Date LTV: 68.8%  
Replacement Reserves(5): $0 Springing N/A   Maturity Date LTV: 68.8%  
TI/LC: $0 $0 N/A   UW NCF DSCR: 1.71x  
Other(6): $0 $0 N/A   UW NOI Debt Yield: 8.2%  
             

 

Sources and Uses

Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(1) $39,200,000 67.6%   Purchase Price $56,910,569 98.1%
Sponsor Equity 18,787,101 32.4   Closing Costs 1,076,532 1.9
             
Total Sources $57,987,101 100.0%   Total Uses $57,987,101 100.0%

(1)The NOV Headquarters Loan (as defined below) 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 $39.2 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $39.2 million NOV Headquarters Whole Loan (as defined below).

(2)The lockout period will be at least 26 payment dates beginning with and including the first payment date of May 6, 2019. Defeasance of the full NOV Headquarters Whole Loan is permitted after the date that is the earlier to occur of the payment date that is (i) two years after the closing date of the securitization that includes the last pari passu note to be securitized and (ii) October 2022. The assumed lockout period of 26 payments is based on the expected JPMCC 2019-COR5 securitization closing date in June 2019. The actual lockout period may be longer.

(3)Monthly reserves for taxes are required (i) upon a default under the NOV Headquarters Whole Loan, (ii) upon a termination of any kind to the NOV Lease (as defined below) or the NOV Lease guaranty, (iii) if a default beyond any applicable notice and cure period has occurred and is continuing under the NOV Lease or (iv) if the tenant under the NOV Lease fails to pay real estate taxes under the NOV Lease or fails to provide evidence of payment of real estate taxes before the delinquency date.

(4)Monthly insurance reserves are required (i) upon a default under the NOV Headquarters Whole Loan, (ii) upon a termination of any kind to the NOV Lease or the NOV Lease guaranty, (iii) if a default beyond any applicable notice and cure period has occurred and is continuing under the NOV Lease, (iv) if the NOV Lease guarantor (National Oilwell Varco, Inc.) fails to satisfy its obligations and liabilities under the NOV Lease guaranty, (v) if the NOV Lease guarantor’s long-term unsecured debt rating falls below “BBB-” by S&P or Baa3 by Moody’s, (vi) upon an amendment to the insurance and casualty provisions in the NOV Lease, or (vii) if the tenant under the NOV Lease fails to maintain the required insurance.

(5)Monthly replacement reserves are required (i) upon a default under the NOV Headquarters Whole Loan, (ii) upon a termination of any kind to the NOV Lease or the NOV Lease guaranty, (iii) if a default beyond any applicable notice and cure period has occurred and is continuing under the NOV Lease or (iv) if the tenant under the NOV Lease fails to make capital improvements to the NOV Headquarters Property as required under the NOV Lease.

(6)On each payment date during a lease sweep period, all available cash will be deposited into the special rollover reserve account.

 

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 2019-COR5
 
NOV Headquarters

 

The Loan. The NOV Headquarters mortgage loan, with an outstanding principal balance as of the Cut-off Date of $20.0 million (the “NOV Headquarters Loan”), is secured by a first mortgage lien on the borrowers’ fee interest in a 337,019 square foot, office complex consisting of three buildings (the “NOV Headquarters Property”), which is fully leased by National Oilwell Varco, Inc. (“NOV”) and which property is located in the Woodlands-Sugar Land community of Houston, Texas. The NOV Headquarters Loan is part of a whole loan that has an aggregate original principal balance of $39.2 million (the “NOV Headquarters Whole Loan”) and is comprised of two pari passu notes, each as described in the “Whole Loan Summary” chart below. The controlling Note A-1, with an outstanding principal balance as of the Cut-off Date of approximately $20.0 million, is being contributed to the JPMCC 2019-COR5 Trust. The non-controlling Note A-2, with an original principal balance of $19.2 million is held by LCM or an affiliate and expected to be contributed to one or more future securitizations or may otherwise be transferred at any time. The NOV Headquarters Whole Loan has a 10-year term and requires interest only payments for the full term of the loan.

 

 Whole Loan Summary
Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $20,000,000 $20,000,000 JPMCC 2019-COR5  Yes
A-2   19,200,000   19,200,000 LCM No
Total $39,200,000 $39,200,000    

 

The Borrowers. The borrowing entities are FM MCI NOV LLC and FM WPI NOV LLC, as tenants-in-common, each a special purpose Delaware limited liability company structured to be bankruptcy remote with one independent director. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the NOV Headquarters Whole Loan.

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Franklin B. Mandel. Mr. Mandel has over 40 years of experience in the acquisition and management of shopping centers and net leased properties with a focus on single tenant, net leased properties across the United States.

 

The Property. The NOV Headquarters Property is an office complex consisting of three buildings, totaling 337,019 square feet situated on an approximately 13.46-acre site. The NOV Headquarters Property contains 1,286 parking spaces (approximately 3.8 spaces per 1,000 square feet). Primary access to the NOV Headquarters Property is provided by the Sam Houston Parkway/Beltway 8, Westpark Toll Road, Interstate 10, Westheimer and US 59. The NOV Headquarters Property is 100.0% leased by NOV (Moody’s/S&P: Baa1/BBB+, NYSE: NOV), a worldwide leader in the design, manufacture, and sale of equipment and components used in oil and gas drilling and production operations, and the provision of oilfield services to the oil and gas industry. The NOV Headquarters Property serves as NOV’s corporate headquarters and is subject to a 25-year, non-terminable absolute net lease that commenced in 2012 and expires in November 2037 with no termination options and no renewal options (the “NOV Lease”). NOV’s cost of occupancy is fixed at $10.39 per square foot throughout the remaining 18 years of the lease, which is 31% below the appraiser’s concluded market rent of $15.00 per square foot. NOV has occupied the NOV Headquarters Property since 2006 and has invested nearly $20 million (approximately $59.34 per square foot) of capital into capital improvements at the NOV Headquarters Property since occupancy.

 

The Market. The NOV Headquarters Property is located in the Southwest Beltway 8 submarket, within the Southwest Market Cluster of Houston. As of the first quarter of 2019, the Houston office market consisted of approximately 329.1 million square feet across 9,541 buildings with an overall market vacancy of 16.2% and average asking rents of approximately $29.19 per square foot. As of the first quarter of 2019, the Southwest Beltway 8 submarket consisted of approximately 7.5 million square feet across 192 buildings with an overall market vacancy of 17.1% and average market asking rents of $17.13 per square foot. There are no new deliveries nor buildings under construction in the submarket.

 

The appraisal identified eight lease comparables ranging in size from 136,800 square feet to 568,458 square feet. Base rents for the comparable leases ranged from $10.25 per square foot to $24.00 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 2019-COR5
 
NOV Headquarters

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net Rentable
Area (SF)
% of
Total NRA
Base Rent PSF % of Total
Base Rent
Lease
Expiration Date
National Oilwell Varco, Inc. Baa1/NR/BBB+ 337,019 100.0% $10.39 100.0% 11/30/2037
(1)Based on the underwritten rent roll dated April 1, 2019.

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

 

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
2019 & MTM 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 0 0 0.0% 0 0.0% 0 0.0% $0 0.0%
2028 0 0 0.0% 0 0.0% 0 0.0% $0 0.0%
2029 0 0 0.0% 0 0.0% 0 0.0% $0 0.0%
2030 & Beyond 1 337,019 100.0% 3,500,000    100.0% 337,019 100.0% $3,500,000    100.0%
Total 1 337,019 100.0% $3,500,000 100.0%        
(1)Based on the underwritten rent roll dated April 1, 2019.

 

Operating History and Underwritten Net Cash Flow
 

2016

2017

2018

TTM(1)

  Underwritten   Per Square
Foot
    %(2)
Rents in Place $3,500,000 $3,500,000 $3,500,000 $3,500,000 $3,500,000 $10.39 59.5%
Vacant Income 0 0 0 0 0 0.00 0.0
Gross Potential Rent $3,500,000 $3,500,000 $3,500,000 $3,500,000 $3,500,000 $10.39 59.5%
Total Reimbursements 0 0 0 0 2,379,011 7.06 40.5   
Total Other Income 0 0 0 0 0 0.00 0.0
Net Rental Income $3,500,000 $3,500,000 $3,500,000 $3,500,000 $5,879,011 $17.44   100.0%
Less: Vacancy 0 0 0 0 (293,951)   (0.87) (5.0)
Effective Gross Income $3,500,000 $3,500,000 $3,500,000 $3,500,000 $5,585,060 $16.57 95.0%
Total Expenses $0 $0 $0 $0 $2,379,011 $7.06 42.6%
Net Operating Income $3,500,000 $3,500,000 $3,500,000 $3,500,000 $3,206,049 $9.51 57.4%
Total TI/LC, CapEx/RR 0 0 0 0 67,404 0.20 1.2
Net Cash Flow $3,500,000 $3,500,000 $3,500,000 $3,500,000 $3,138,646 $9.31 56.2%
Occupancy(3) 100.0% 100.0% 100.0% 100.0% 95.0%    
(1)TTM column represents the trailing 12-month period ending on February 28, 2019.

(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)Historical Occupancies are as of December 31 of each respective year. TTM Occupancy is as June 6, 2019. Underwritten Occupancy represents 5% minimum economic vacancy. The NOV Headquarters Property is 100% leased through November 2037 to an investment grade tenant with no termination options.

 

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 2019-COR5

 

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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 2019-COR5
 
8200 Wilshire

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance: $16,750,000   Title: Fee
Cut-off Date Principal Balance: $16,750,000   Property Type - Subtype: Office – Suburban
% of Pool by IPB: 2.4%   Net Rentable Area (SF): 25,624
Loan Purpose: Refinance   Location: Beverly Hills, CA
Borrowers: 8200 Cardinal Associates LLC,   Year Built / Renovated(1): 1979 / 2008
  Wilem Realty LLC, Emcap 8200   Occupancy: 100.0%
  LLC, EZY Holdings, LLC   Occupancy Date: 6/6/2019
Sponsors: Peter Cohen, Roya Cohen, Afshine   Number of Tenants: 1
  Emrani, Farzin Adam Emrani,   2016 NOI(2): N/A
  Steven Yazdani, Saba Yazdani   2017 NOI(2): N/A
Interest Rate: 4.80000%   2018 NOI(2): N/A
Note Date: 5/23/2019   TTM NOI(2): N/A
Maturity Date: 6/6/2029   UW Economic Occupancy: 92.1%
Interest-only Period: 120 months   UW Revenues: $1,773,247
Original Term: 120 months   UW Expenses: $349,274
Original Amortization: None   UW NOI: $1,423,973
Amortization Type: Interest Only   UW NCF: $1,345,051
Call Protection: L(24),Def(92),O(4)   Appraised Value / Per SF: $27,500,000 / $1,073
Lockbox / Cash Management: Hard / In Place   Appraisal Date: 1/8/2019
Additional Debt: N/A      
Additional Debt Balance: N/A      
Additional Debt Type: N/A      
         

 

Escrows and Reserves   Financial Information
  Initial Monthly Initial Cap   Cut-off Date Loan / SF:                                    $654  
Taxes:  $73,333 $18,333 N/A   Maturity Date Loan / SF:                                  $654  
Insurance: $11,388 $1,140 N/A   Cut-off Date LTV:         60.9%  
Replacement Reserves: $0 $726 N/A   Maturity Date LTV: 60.9%  
TI/LC(3): $1,300,000 Springing N/A   UW NCF DSCR:       1.65x  
Other(4): $954,087 Springing N/A   UW NOI Debt Yield:     8.5%  
             

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $16,750,000 93.7%   Payoff Existing Debt $15,347,012 85.8%
Sponsor Equity 1,134,681       6.3       Upfront Reserves 2,338,808        13.1   
        Closing Costs 198,861          1.1   
Total Sources $17,884,681    100.0%   Total Uses $17,884,681 100.0%

(1)Additional renovations are proposed for 2019; pursuant to the Cross Campus lease, the borrowers as landlord agreed to provide Cross Campus with a tenant improvement allowance of $1,268,720.

(2)Historical cash flows are not available as the 8200 Wilshire Property (as defined below) was previously operating as an executive suite operation by a prior property owner. In 2018, Cross Campus executed a 12-year lease to occupy 100.0% of the 8200 Wilshire Property.

(3)Of the $1.3 million initial rollover reserve, $1,268,720 reflects the tenant improvement allowance payable to Cross Campus pursuant to the Cross Campus lease; $31,280 is for the work to be performed by the borrowers as landlord under the Cross Campus lease. Monthly reserves are not required so long as (a) the Cross Campus lease is in full force and effect and Cross Campus is in occupancy of all of the premises demised under the Cross Campus lease and (b) no lease sweep period is then continuing.

(4)Other reserves are inclusive of a $537,566 free rent reserve for the full rent abatement that was in place until March 2020, a $400,000 security deposit reserve of which 75% and 25%, respectively, is disbursable to Cross Campus on the second anniversary and the third anniversary, respectively, of the lease commencement date (so long as Cross Campus is not then in default under the Cross Campus lease) and a $16,521 immediate repairs reserve, which is an amount equal to 125% of the costs identified in the engineering report. Pursuant to the loan documents, if Cross Campus defaults under the Cross Campus lease or any other cash management period occurs, the borrowers are obligated to deposit $1.0 million into the security deposit 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 2019-COR5
 
8200 Wilshire

 

The Loan. The 8200 Wilshire mortgage loan, with an outstanding principal balance as of the Cut-off Date of $16.75 million (the “8200 Wilshire Loan”), is secured by a first mortgage lien on the borrowers’ fee interest in an 25,624 square foot office complex (the “8200 Wilshire Property”), fully leased by Cross Campus and located in Beverly Hills, California. The 8200 Wilshire Loan has a 10-year term and requires interest only payments for full term of the loan.

 

The Borrowers. The borrowing entities are 8200 Cardinal Associates LLC, Wilem Realty LLC, Emcap 8200 LLC, and EZY Holdings, LLC, as tenants-in-common, each of which is a Delaware limited liability company and special purpose entity structured to be bankruptcy remote with one independent director.

 

The Loan Sponsors. The loan sponsors and nonrecourse carve-out guarantors are Peter Cohen, Roya Cohen, Afshine Emrani, Farzin Adam Emrani, Steven Yazdani, and Saba Yazdani. Each guarantor is responsible for the bad acts of the tenant-in-common borrower with which such individual is affiliated. Peter Cohen and Roya Cohen, on a joint and several basis, are the non-recourse carveout guarantors with respect to any bad acts that may not be the responsibility of a particular tenant-in-common borrower. Peter Cohen is a Beverly Hills-based real estate developer. Mr. Cohen is the owner of Cardinal Equities LLC, a fully diversified commercial and residential real estate investment, development and management company that owns and manages over 1.5 million square feet of real estate, primarily in California.

 

The Property. The 8200 Wilshire Property is a 25,624 square foot, four-story Class A office building built in 1979 and last renovated in 2008, with extensive renovations planned over 2019. The 8200 Wilshire Property has a 43-space parking lot (approximately 1.68 spaces per 1,000 square feet). The 8200 Wilshire Property is located on the southwest corner of Wilshire Boulevard and San Vicente Boulevard, two major thoroughfares, with nearly 80,000 vehicles per day. The 8200 Wilshire Property is 100.0% leased through October 2030 by Cross Campus, a Santa Monica-based “co-working” company with five locations in Los Angeles and one location each in San Diego and Scottsdale. Cross Campus was founded in 2012 and delivers workspace and event hosting solutions to over 2,500 members ranging from startups and SME’s to Fortune 500 companies.

 

The Market. The 8200 Wilshire Property is located in the Beverly Hills office submarket, within the West Los Angeles office market of California. As of the first quarter of 2019, the West Los Angeles office market consisted of approximately 86.3 million square feet across 2,916 buildings with an overall market vacancy of 10.0% and average asking rents of approximately $52.30 per square foot. As of the first quarter of 2019, the Beverly Hills office submarket consisted of approximately 11.2 million square feet across 317 buildings with an overall market vacancy of 10.4% and average market asking rents of $65.44 per square foot, which is the highest in the market.

 

The appraisal identified eight lease comparables ranging in size of leased space from 52 square feet to 97,150 square feet. Rents for the comparable leases ranged from $44.40 per square foot to $78.00 per square foot, full service gross. All comparable leases generally exhibited 3% annual escalations.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P
Net Rentable
Area (SF)
% of
Total NRA
Base Rent
PSF(2)
% of Total
Base Rent
Lease
Expiration Date
Cross Campus NR/NR/NR 25,624 100.0% $50.68 100.0% 10/31/2030

(1)Based on the underwritten rent roll dated April 1, 2019.

(2)Based on the underwritten base rent of $50.68 per square foot using in-place rent with rent steps taken through April 1, 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 2019-COR5
 
8200 Wilshire

 

Lease Rollover Schedule(1)
Year Number of
Leases
Expiring
Net
Rentable
Area
Expiring
% of NRA
Expiring
Base Rent
Expiring(2)
% of Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring(2)
Cumulative
% of Base
Rent
Expiring
Vacant NAP 0 0.0% NAP NAP 0 0.0% NAP NAP
2019 & MTM 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 0 0 0.0% 0 0.0% 0 0.0% $0 0.0%
2028 0 0 0.0% 0 0.0% 0 0.0% $0 0.0%
2029 0 0 0.0% 0 0.0% 0 0.0% $0 0.0%
2030 & Beyond 1 25,624 100.0% 1,298,520    100.0% 25,624 100.0% $1,298,520    100.0%
Total 1 25,624 100.0% $1,298,520 100.0%        

(1)Based on the underwritten rent roll dated April 1, 2019.

(2)Based on the underwritten base rent of $50.68 per square foot using in-place rent with rent steps taken through April 1, 2020.

 

Operating History and Underwritten Net Cash Flow(1)
    Underwritten   Per Square
Foot
    %(2)
Rents in Place(3) $1,298,520 $50.68             67.4%
% Rents(4) 164,348 6.41                  8.5   
Gross Potential Rent $1,462,868 $57.09             76.0%
Total Reimbursements 64,060 2.50             3.3   
Total Other Income(5) 399,012 15.57                 20.7  
Net Rental Income $1,925,940 $75.16             100.0%
Less: Vacancy(6) (152,693)   (5.96)                 (7.9)   
Effective Gross Income $1,773,247 $69.20             92.1%
Total Expenses $349,274 $13.63             19.7%
Net Operating Income $1,423,973 $55.57             80.3%
Total TI/LC, CapEx/RR 78,922 3.08                  4.5   
Net Cash Flow $1,345,051 $52.49             75.9%
Occupancy(5) 92.1%    

(1)Historical cash flows are not available as the 8200 Wilshire Property was previously operating as an executive suite operation by a prior property owner. In 2018, Cross Campus executed a 12-year lease to occupy 100.0% of the 8200 Wilshire Property.

(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)Based on the underwritten base rent of $50.68 per square foot using in-place rent with rent steps taken through April 1, 2020.

(4)% Rents represents Clear Channel billboard rent paid under the signage lease.

(5)Other Income is comprised of parking income, signage income and cell tower income.

(6)Underwritten to a 10% vacancy assumption on Gross Potential Rent plus Reimbursements.

 

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 2019-COR5
 
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
     

Brad Horn

Executive Director

bradley.j.horn@jpmorgan.com (212) 834-9708
     
J.P. Morgan CMBS Trading
Contact E-mail Phone Number

Avinash Sharma

Executive Director

avinash.sharma@jpmorgan.com (212) 834-3111
     

Derrick Fetzer

Vice President

derrick.e.fetzer@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
     

Kailin Twomey

Associate

kailin.e.twomey@jpmchase.com (212) 834-4154
     
     
LoanCore CMBS Capital Markets & Banking
Contact E-mail Phone Number

Dan Bennett

Head of Capital Markets

dbennett@loancore.com (203) 861-6037
     

Adam Francks

Managing Director

afrancks@loancore.com (203) 861-6019
     
LoanCore CMBS Structuring
Contact E-mail Phone Number
     

Derek Barcelona

Managing Director

dbarcelona@loancore.com (203) 861-6085
     

Vincent Wong

Associate

vwong@loancore.com (203) 861-6085

 

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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