FWP 1 n1063_ts-x4.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206361-12
     

October 10, 2017 JPMDB 2017-C7

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

JPMDB 2017-C7

 

 

 

$ 1,105,333,296

(Approximate Mortgage Pool Balance)

 

$958,043,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 

 

  

Commercial Mortgage Pass-Through Certificates

Series 2017-C7

 

 

 

German American Capital Corporation
JPMorgan Chase Bank, National Association

Sponsors and Mortgage Loan Sellers

 

J.P. Morgan
Co-Lead Manager and
Joint Bookrunner
  Deutsche Bank
Securities

Co-Lead Manager and
Joint Bookrunner
     
Drexel Hamilton

 

Academy Securities
     
  Co-Managers  
     

 

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

 

 

 

October 10, 2017 JPMDB 2017-C7

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

J.P. Morgan is the marketing name for the investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan arranging, financial advisory and other investment banking activities are performed by JPMS and its securities affiliates, and lending, derivatives and other commercial banking activities are performed by JPMorgan Chase Bank, National Association and its banking affiliates. JPMS is a member of SIPC and the NYSE. Securities and investment banking activities in the United States are performed by Deutsche Bank Securities Inc., a member of NYSE, FINRA and SIPC, and its broker-dealer affiliates. Lending and other commercial banking activities in the United States are performed by Deutsche Bank AG, acting through its New York Branch.

 

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)2 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Indicative Capital Structure

 

Publicly Offered Certificates

Class Expected Ratings
(Moody’s / Fitch / DBRS)
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 / AAAsf $27,657,000 30.000% 2.63 11/17 – 8/22 40.1% 16.5%
A-2 Aaa(sf) / AAAsf / AAAsf $54,016,000 30.000% 4.88 8/22 – 10/22 40.1% 16.5%
A-3 Aaa(sf) / AAAsf / AAAsf $60,700,000 30.000% 6.64 6/24 – 7/24 40.1% 16.5%
A-4 Aaa(sf) / AAAsf / AAAsf $275,000,000 30.000% 9.65 4/27 – 7/27 40.1% 16.5%
A-5 Aaa(sf) / AAAsf / AAAsf $287,683,000 30.000% 9.79 7/27 – 8/27 40.1% 16.5%
A-SB Aaa(sf) / AAAsf / AAAsf $47,404,000 30.000% 7.33 10/22 – 4/27 40.1% 16.5%
X-A Aa1(sf) / AAAsf / AAAsf $857,267,000(6) N/A N/A N/A N/A N/A
X-B NR / A-sf / Asf $100,776,000(6) N/A N/A N/A N/A N/A
A-S Aa3(sf) / AAAsf / AAAsf $104,807,000 20.250% 9.83 8/27 – 9/27 45.7% 14.5%
B NR / AA-sf / AAsf $55,091,000 15.125% 9.88 9/27 – 9/27 48.7% 13.6%
C NR / A-sf / A(low)sf $45,685,000 10.875% 9.88 9/27 – 10/27 51.1% 13.0%

  

Privately Offered Certificates(7)

Class Expected Ratings
(Moody’s / Fitch / DBRS)
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 / BBB-sf / BBBsf $47,029,000(6)(8) N/A N/A N/A N/A N/A
D NR / BBB-sf / BBB(low)sf $47,029,000(8) 6.500% 9.96 10/27 – 10/27 53.6% 12.4%
E-RR NR / BB-sf / BB(low)sf $21,499,000(8) 4.500% 10.01 10/27 – 11/27 54.7% 12.1%
F-RR NR / B-sf / B(low)sf $12,093,000(8) 3.375% 10.04 11/27 – 11/27 55.4% 12.0%
G-RR NR / NR / NR $36,279,296(8) 0.000% 10.04 11/27 – 11/27 57.3% 11.6%

 

Non-Offered Eligible Vertical Interests(7)

Class Expected Ratings
(Moody’s / Fitch / DBRS)
Approximate Initial
Certificate Balance(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)
VRR NR / NR / NR $30,390,000 N/A 9.07 11/17 – 11/27 N/A N/A
(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. The certificate balance of the Class VRR Certificates is not included in the certificate balance or notional amount of any classes of certificates set forth under “Publicly Offered Certificates” or “Privately Offered Certificates” in the table above, and the Class VRR Certificates are not offered hereby.

(2)The credit support percentages set forth for Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 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, Class A-5 and Class A-SB Certificates in the aggregate. The Class VRR Certificates provide credit support only to the limited extent that it is allocated a portion of any losses incurred on the underlying mortgage loans, which such losses are allocated between it, on the one hand, and the non-VRR certificates, on the other hand, pro rata in accordance with the VRR Percentage and the Non-VRR Percentage, respectively, (each as defined below). See “Credit Risk Retention” in the Preliminary Prospectus.

(3)Assumes 0% CPR / 0% CDR and an October 31, 2017 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated October 6, 2017 (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, Class A-5, Class A-SB and Class VRR Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV for the mortgage loans and (b) a fraction, the numerator of which is the sum of (i) total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates (other than the Class VRR Certificates) senior to such Class of Certificates, if any (the “Cumulative Certificate Balance”) and (ii) the Risk Retention Allocation Factor (as defined below) multiplied by the Cumulative Certificate Balance of such Class of Certificates, and the denominator of which is the sum of 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, Class A-5 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. The “Principal Balance Certificates” are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR and Class VRR Certificates.

(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, Class A-5, Class A-SB and Class VRR Certificates) is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Principal Balance Certificates and the denominator of which is the sum of (i) the Cumulative Certificate Balance of such Class of Certificates and (ii) the Risk Retention Allocation Factor multiplied by the Cumulative Certificate Balance of 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, Class A-5 and Class A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

(6)The Class X-A, Class X-B and Class X-D Notional Amounts are defined 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)3 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Indicative Capital Structure

 

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

(8)The approximate initial certificate balance of each of the Class D, Class E-RR, Class F-RR and Class G-RR certificates and the approximate initial notional amount of the Class X-D certificates are subject to change based on final pricing of all certificates and the final determination of the Class E-RR, Class F-RR and Class G-RR Certificates that will be retained by the retaining third-party purchaser in satisfaction of a portion of the retention obligations of German American Capital Corporation in its capacity as the retaining sponsor. For more information regarding the methodology and key inputs and assumptions used to determine the sizing of the Class E-RR, Class F-RR and Class G-RR certificates, see “Credit Risk Retention” 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)4 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Summary of Transaction Terms

 

Securities Offered: $958,043,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
   
Co-Lead Managers and Joint Bookrunners: J.P. Morgan Securities LLC and Deutsche Bank Securities Inc.
   
Co-Managers: Drexel Hamilton, LLC and Academy Securities, Inc.
   
Mortgage Loan Sellers: German American Capital Corporation (“GACC”) (50.8%) and JPMorgan Chase Bank, National Association (“JPMCB”) (49.2%).
   
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: KKR Real Estate Credit Opportunity Partners Aggregator I L.P. (or an affiliate thereof).
   
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: Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and DBRS, Inc. (“DBRS”).
   
U.S. Credit Risk Retention:

GACC is expected to act as the “retaining sponsor” (as defined in Regulation RR) for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase (i) by Deutsche Bank AG, acting though its New York Branch (“DBNY”), as a “majority-owned affiliate” (as defined in Regulation RR) of GACC, from the depositor, on the Closing Date, of a certificated “eligible vertical interest” (as defined in Regulation RR) which will be comprised of the Class VRR Certificates, and (ii) by KKR Real Estate Credit Opportunity Partners Aggregator I L.P., as a third-party purchaser (as defined in Regulation RR), from Deutsche Bank Securities Inc., on the Closing Date, of an “eligible horizontal residual interest” (as defined in Regulation RR), which will be comprised of the Class E-RR, Class F-RR and Class G-RR Certificates. See “Credit Risk Retention” in the Preliminary Prospectus.

 

Notwithstanding any references in this term sheet to the credit risk retention rules and Regulation RR, the retaining sponsor, the third-party purchaser 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, the third-party purchaser 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), subject to the consent of the retaining sponsor (which consent may not be unreasonably withheld).

 

EU Credit Risk Retention: The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
   
Pricing Date: On or about October [16], 2017.
   
Closing Date: On or about October 31, 2017.
   
Cut-off Date: With respect to each mortgage loan, the related due date in October 2017, or with respect to any mortgage loan that has its first due date in November or December 2017, the date that would otherwise have been the related due date in October 2017.
   
Distribution Date: The 4th business day after the Determination Date in each month, commencing in November 2017.
   
Determination Date: 11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in November 2017.
   
Assumed Final Distribution Date: The Distribution Date in November 2027 which is the latest anticipated repayment date of the Certificates.
   
Rated Final Distribution Date: The Distribution Date in October 2050.
   
Tax Treatment: The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.
   
Form of Offering:

The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, 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 D, Class X-D, Class E-RR, Class F-RR, Class G-RR, Class R and Class Z Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors and (other than the Class R Certificates) to institutions that are not U.S. Persons pursuant to Regulation S. The Publicly Offered Certificates and the Privately Offered Certificates (other than the Class R and Class Z Certificates) are also referred to herein as the “Non-VRR 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.

 

 (J.P.Morgan LOGO)5 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Summary of Transaction Terms

 

  The Trust will also issue a certificated vertical interest (the “Class VRR Certificates”), as described in “Credit Risk Retention” in the Preliminary Prospectus.
   
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, Class X-B and Class X-D 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 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)6 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet JPMDB 2017-C7
   
Collateral Characteristics

 

Loan Pool  
  Initial Pool Balance (“IPB”): $1,105,333,296
  Number of Mortgage Loans: 41
  Number of Mortgaged Properties: 201
  Average Cut-off Date Balance per Mortgage Loan:

$26,959,349

Weighted Average Current Mortgage Rate:

4.20154%

  10 Largest Mortgage Loans as % of IPB: 51.1%
  Weighted Average Remaining Term to Maturity(1)(2): 113 months
  Weighted Average Seasoning(1): 2 months
     
Credit Statistics  
  Weighted Average UW NCF DSCR(3)(4): 2.24x
  Weighted Average UW NOI Debt Yield(3): 11.6%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(3)(5): 57.3%
  Weighted Average Maturity Date LTV(2)(3)(5): 52.5%
     
Other Statistics  
  % of Mortgage Loans with Additional Debt: 30.2%
  % of Mortgaged Properties with Single Tenants: 21.4%
     
Amortization  
  Weighted Average Original Amortization Term(6): 350 months
  Weighted Average Remaining Amortization Term(6): 349 months
  % of Mortgage Loans with Interest-Only: 49.6%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 23.0%
  % of Mortgage Loans with Amortizing Balloon: 18.1%
  % of Mortgage Loans with Amortizing Balloon followed by ARD structure: 6.2%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon followed by ARD structure: 3.2%
     
Lockbox / Cash Management(7)  
  % of Mortgage Loans with In-Place, Hard Lockboxes: 78.1%
  % of Mortgage Loans with Springing Lockboxes: 10.3%
  % of Mortgage Loans with In-Place, Soft Lockboxes: 7.4%
  % of Mortgage Loans with In-Place, Soft Springing Lockbox: 4.2%
  % of Mortgage Loans with Springing Cash Management: 85.5%
  % of Mortgage Loans with In-Place Cash Management: 14.5%
     
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 64.8%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 18.9%
  % of Mortgage Loans Requiring Monthly CapEx Reserves(8): 59.9%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(9): 37.5%
     
(1)In the case of Loan No. 3, the first payment date for the loan is December 1, 2017. On the Closing Date, JPMCB will deposit sufficient funds to pay the interest due for the November 2017 payment for the related loan. Information presented in this term sheet reflects the contractual loan terms.

(2)In the case of Loan Nos. 2, 16 and 41, each with an anticipated repayment date, Remaining Term to Maturity and Maturity Date LTV are calculated as of the related anticipated repayment date.

(3)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 22, 23 and 28, 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. 8, 10, 15 and 27 the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(4)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.

(5)In the case of Loan Nos. 1, 5, 8, 12 and 19, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(6)Excludes 16 mortgage loans that are interest-only for the entire term.

(7)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.

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

(9)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by office, industrial, mixed use and retail 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)7 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet JPMDB 2017-C7
   
Collateral Characteristics

 

Mortgage Loan Seller

Number of
Mortgage Loans

Number of Mortgaged Properties

Aggregate
Cut-off Date
Balance

% of
IPB

GACC(1)(2) 23 66 $561,088,427 50.8%
JPMCB(2) 18 135 544,244,869 49.2 
Total: 41 201 $1,105,333,296 100.0%
(1)With the exception of Loan Nos. 28, 33 and 40, all of the loans for which GACC is the Mortgage Loan Seller were originated or co-originated by DBNY (an affiliate of GACC). In the case of Loan No. 28, 33 and 40 the mortgage loan was originated by Cantor Commercial Real Estate Lending, L.P.

(2)In the case of Loan No. 1, the mortgage loan is part of a whole loan that was co-originated by DBNY and Wells Fargo Bank, National Association. In the case of Loan No. 3, the mortgage loan is part of a whole loan that was co-originated by JPMCB and Citi Real Estate Funding Inc. In the case of Loan No. 6, the mortgage loan is part of a whole loan that was co-originated by JPMCB and Wells Fargo Bank, National Association. In the case of Loan No. 8, the mortgage loan is part of a whole loan that was co-originated by JPMCB and Bank of America, N.A. In the case of Loan No. 9, the mortgage loan is part of a whole loan that was co-originated by JPMCB, Bank of America, N.A., Barclays Bank PLC and DBNY. In the case of Loan No. 10, the mortgage loan is part of a whole loan that was co-originated by Morgan Stanley Bank, N.A., Citigroup Global Markets Realty Corp., DBNY and Wells Fargo Bank, National Association. In the case of Loan No. 15, the mortgage loan is part of a whole loan that was co-originated by JPMCB, Natixis Real Estate Capital LLC, Société Générale, DBNY and Barclays Bank PLC.

 

Ten Largest Mortgage Loans
 
No. Loan Name Mortgage Loan Seller No.
of
Prop.
Cut-off Date Balance % of
IPB
SF/Units Property
Type
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity Date LTV(1)(3)(4)
1 Moffett Place Building 4 GACC 1 $70,000,000 6.3% 314,352 Office 2.29x 12.2% 41.0% 37.3%
2 U-Haul SAC Portfolios 14, 15, 17 GACC 22 $68,859,925 6.2% 1,149,651 Self Storage 1.63x 10.2% 60.5% 43.1%
3 Station Place III JPMCB 1 $64,000,000 5.8% 517,653 Office 3.00x 11.9% 47.6% 47.6%
4 Treeview Industrial Portfolio JPMCB 14 $60,000,000 5.4% 3,168,642 Industrial 1.83x 9.2% 64.5% 64.5%
5 AHIP Northeast Portfolio I GACC 5 $55,000,000 5.0% 612 Hotel 2.06x 14.0% 56.1% 51.4%
6 First Stamford Place JPMCB 1 $54,800,000 5.0% 810,471 Office 2.71x 12.7% 57.5% 57.5%
7 521-523 East 72nd Street JPMCB 1 $50,000,000 4.5% 99,316 Mixed Use 1.93x 7.8% 59.0% 59.0%
8 Gateway Net Lease Portfolio JPMCB 41 $50,000,000 4.5% 5,296,943 Various 3.54x 14.1% 45.0% 45.0%
9 Starwood Capital Group Hotel Portfolio JPMCB 65 $46,817,500 4.2% 6,366 Hotel 2.72x 12.4% 60.4% 60.4%
10 General Motors Building GACC 1 $45,200,000 4.1% 1,989,983 Mixed Use 4.33x 15.5% 30.6% 30.6%
                       
  Top 3 Total/Weighted Average 24 $202,859,925 18.4%     2.29x 11.4% 49.7% 42.5%
  Top 5 Total/Weighted Average 43 $317,859,925 28.8%     2.16x 11.5% 53.6% 48.2%
  Top 10 Total/Weighted Average 152 $564,677,425 51.1%     2.54x 11.9% 52.4% 49.4%
                         
(1)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10, 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. 8 and 10, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(2)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.

(3)In the case of Loan Nos 1, 5, and 8, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(4)In the case of Loan No. 2, with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 

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Structural and Collateral Term Sheet JPMDB 2017-C7
   
Collateral Characteristics

 

Pari Passu Companion Loan Summary

 

No.

Loan Name

Trust Cut-
off Date
Balance

Pari Passu
Loan(s) Cut-off Date Balance

Total Mortgage Loan Cut-off Date Balance(1)

Lead Servicing Agreement

Master
Servicer

Special
Servicer

Controlling Rights

1 Moffett Place Building 4 $70,000,000 $57,000,000 $127,000,000 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
2 U-Haul SAC Portfolios 14, 15, 17 $68,859,925 $59,878,195 $128,738,120 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
3 Station Place III $64,000,000 $126,000,000 $190,000,000 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
4 Treeview Industrial Portfolio $60,000,000 $65,000,000 $125,000,000 JPMCC 2017-JP7 Wells Fargo CWCapital JPMCC 2017-JP7
5 AHIP Northeast Portfolio I $55,000,000 $14,600,000 $69,600,000 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
6 First Stamford Place $54,800,000 $109,200,000 $164,000,000 JPMCC 2017-JP7 Wells Fargo CWCapital JPMCC 2017-JP7
7 521-523 East 72nd Street $50,000,000 $35,000,000 $85,000,000 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
8 Gateway Net Lease Portfolio $50,000,000 $303,000,000 $353,000,000 DBJPM 2017-C6 Midland Midland (2)
9 Starwood Capital Group Hotel Portfolio $46,817,500 $530,452,500 $577,270,000 DBJPM 2017-C6 Midland Midland DBJPM 2017-C6
10 General Motors Building $45,200,000 $1,424,800,000 $1,470,000,000 BXP 2017-GM Wells Fargo AEGON BXP 2017-GM
11 IRG Portfolio $44,890,511 $27,433,090 $72,323,602 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
15 245 Park Avenue $32,000,000 $1,048,000,000 $1,080,000,000 PRKAV 2017-245P Wells Fargo Aegon PRKAV 2017-245P
16 Walgreens Witkoff Portfolio $32,000,000 $16,150,000 $48,150,000 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
18 Capital Centers II & III $26,928,867 $21,443,357 $48,372,224 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
19 Lightstone Portfolio $25,000,000 $40,000,000 $65,000,000 (3) (3) (3) (3)
22 Torre Plaza $20,000,000 $25,000,000 $45,000,000 JPMCC 2017-JP7 Wells Fargo CWCapital JPMCC 2017-JP7
23 Covance Business Center $15,185,000 $10,000,000 $25,185,000 JPMDB 2017-C7 Midland Midland JPMDB 2017-C7
28 EIP Logistics Portfolio $12,000,000 $29,000,000 $41,000,000 CFCRE 2017-C8 Wells Rialto CFCRE 2017-C8

(1)In the case of Loan Nos. 8, 10 and 15, the Total Mortgage Loan Cut-off Date Balance excludes the related Subordinate Companion Loan(s).

(2)The initial controlling noteholder is a third party investor, as holder of the related controlling subordinate companion loan. Upon the occurrence and during the continuance of a control appraisal period, the trust governed by the related lead servicing agreement will be the controlling noteholder.

(3)In the case of Loan No. 19, the whole loan is serviced under the JPMDB 2017-C7 Pooling and Servicing Agreement until such time that the controlling pari passu companion loan has been securitized, at which point the whole loan will be serviced under the related pooling and servicing agreement.

 

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(4)

Total Debt Cut-off Date LTV(4)

Mortgage Loan UW NOI Debt Yield(2)

Total Debt UW NOI Debt Yield

1 Moffett Place Building 4 $70,000,000 $98,000,000 $225,000,000 2.29x 1.16x 41.0% 72.7% 12.2% 6.9%
6 First Stamford Place $54,800,000 $16,000,000 $180,000,000 2.71x 1.73x 57.5% 63.2% 12.7% 11.5%
8 Gateway Net Lease Portfolio $50,000,000 $170,000,000 $523,000,000 3.54x 2.04x 45.0% 66.6% 14.1% 9.5%
10 General Motors Building $45,200,000 $830,000,000 $2,300,000,000 4.33x 2.77x 30.6% 47.9% 15.5% 9.9%
13 150 Blackstone River Road $35,000,000 $7,000,000 $42,000,000 1.85x 1.37x 58.3% 70.0% 9.5% 7.9%
14 Sheraton DFW $33,915,785 $4,500,000 $38,415,785 2.19x 1.77x 73.7% 83.5% 15.6% 13.8%
15 245 Park Avenue $32,000,000 $688,000,000 $1,768,000,000 2.73x 1.42x 48.9% 80.0% 10.7% 6.5%
27 Mural Lofts $12,500,000 $4,000,000 $16,500,000 1.73x 1.10x 58.7% 77.5% 8.9% 6.8%
(1)In the case of Loan Nos. 1, 6, 13, and 14, Subordinate Debt Cut-off Date Balance represents a mezzanine loan. In the case of Loan Nos. 8, 10, and 27, Subordinate Debt Cut-off Date Balance represents a Subordinate Companion Loan. In the case of Loan No. 15, Subordinate Debt Cut-off Date Balance represents the aggregate of a Subordinate Companion Loan and three mezzanine loans.

(2)In the case of Loan Nos. 1, 6, 8, 10, and 15, Mortgage Loan UW NCF DSCR, Mortgage Loan Cut-off Date LTV and Mortgage Loan UW NOI Debt Yield calculations include any related Pari Passu Companion Loans, but exclude the related Subordinate Companion Loan(s) or mezzanine loan(s), as applicable.

(3)In the case of Loan No. 1, the Mortgage Loan UW NCF DSCR and Total Debt UW NCF DSCR are calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedule provided in Annex G of the Preliminary Prospectus. In the case of Loan No. 6, the Total Debt UW NCF DSCR is calculated based on the amortization of the mortgage loan and a related mezzanine principal payment schedule, as described in the related loan documents.

(4)In the case of Loan Nos. 1 and 8, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 JPMDB 2017-C7
   
Collateral Characteristics

 

Mortgaged Properties by Type(1)

 

          Weighted Average
Property Type  Property Subtype Number of Properties Cut-off Date Principal
Balance
% of
IPB
Occupancy UW
NCF
DSCR(2)(3)
UW
NOI
Debt
Yield(2)
Cut-off
Date
LTV(2)(4)
Maturity
Date
LTV(2)(4)(5)
Office Suburban 16 $185,500,769 16.8% 94.3% 2.23x 12.0% 53.0%  47.7%
  CBD 4 175,800,000 15.9 92.8% 2.91x 12.3% 48.3%  48.3%
  Medical 7 3,293,499  0.3 100.0% 3.54x 14.1% 45.0%  45.0%
  Subtotal: 27 $364,594,268 33.0% 93.6% 2.57x 12.2% 50.6%  47.9%
                   
Hotel Extended Stay 29 $75,374,061 6.8% 83.4% 2.29x 13.5% 60.9% 55.9%
  Limited Service 45 62,926,862 5.7 74.4% 2.27x 13.1% 61.5% 55.2%
  Full Service 4 36,259,804 3.3 78.0% 2.22x 15.4% 72.8% 59.9%
  Select Service 4 33,989,355  3.1 78.3% 2.08x 14.2% 57.4% 52.0%
  Subtotal: 82 $208,550,082 18.9% 78.9% 2.24x 13.8% 62.6%  55.8%
                   
Industrial Warehouse/Distribution 31 $130,101,780 11.8% 97.7% 2.02x 10.2% 60.9% 59.3%
  Flex 10 49,264,999 4.5 86.1% 1.68x 11.3% 67.1% 55.3%
  Warehouse 10 22,271,893 2.0 99.0% 3.67x 15.1% 44.5% 43.5%
  Subtotal: 51 201,638,672 18.2% 95.0% 2.12x 11.0% 60.6% 56.6%
                   
Mixed Use Office/Retail 3 $59,090,364 5.3% 96.2% 3.66x 14.2% 39.6% 37.4%
  Office/Multifamily 1 50,000,000 4.5 98.8% 1.93x 7.8% 59.0% 59.0%
  Office/Industrial 1 15,185,000  1.4 100.0% 1.56x 9.9% 73.0% 56.5%
  Subtotal: 5 $124,275,364 11.2% 97.7% 2.71x 11.1% 51.5% 48.4%
Retail Freestanding 7 $41,094,309 3.7% 100.0% 1.29x 7.4% 72.5% 68.9%
  Anchored 1 21,000,000 1.9 96.5% 2.11x 10.5% 54.4% 54.4%
  Single Tenant 1 4,734,959  0.4 100.0% 1.10x 7.1% 78.3% 73.6%
  Unanchored 1 4,370,731 0.4 100.0% 1.10x 7.1%  78.3 73.6%
  Subtotal: 10 $71,200,000 6.4% 99.0% 1.51x 8.3%  67.9% 65.2%
                   
Self Storage  Self Storage 22 $68,859,925  6.2% 95.1% 1.63x 10.2%  60.5% 43.1%
   Subtotal: 22 $68,859,925  6.2% 95.1% 1.63x 10.2%  60.5% 43.1%
                   
Multifamily Student 1 $43,000,000 3.9% 100.0% 1.31x 8.4% 66.5% 61.2%
  Mid-Rise 1 12,500,000 1.1 98.3% 1.73x 8.9% 58.7% 58.7%
  Garden 2 10,714,985 1.0 94.7% 1.36x 9.2% 59.5% 53.1%
  Subtotal: 4 $66,214,985 6.0%  98.8% 1.40x  8.6% 63.9% 59.4%
                   
  Total / Weighted Average: 201 $1,105,333,296 100.0% 92.3% 2.24x 11.6% 57.3% 52.5%

(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, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 22, 23 and 28, 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. 8, 10, 15 and 27, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(3)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.

(4)In the case of Loan Nos. 1, 5, 8, 12 and 19, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 2, 16 and 41, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 

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Structural and Collateral Term Sheet JPMDB 2017-C7
   
Collateral Characteristics

 

(MAP)

 

Mortgaged Properties by Location(1)

 

       

Weighted Average 

State

Number of Properties

Cut-off Date
Principal
Balance

% of
IPB

Occupancy

UW
NCF DSCR(2)(3)
UW
NOI Debt
Yield(2)
Cut-off Date
LTV(2)(4)
Maturity Date
LTV(2)(4)(5)
California 23 $214,828,099  19.4% 91.9% 2.43x 12.3% 49.7% 45.4%
Texas 42 175,668,187 15.9 90.2% 1.84x 11.6% 65.7% 57.0%
New York 9 151,356,027 13.7 96.1% 2.74x 11.0% 49.4% 47.6%
Massachusetts 6 68,564,643 6.2 98.8% 1.63x 9.2% 63.3% 57.6%
District of Columbia 1 64,000,000 5.8 98.6% 3.00x 11.9% 47.6% 47.6%
Connecticut 4 62,483,933 5.7 91.3% 2.71x 12.7% 56.9% 56.0%
Ohio 10 47,957,628 4.3 84.8% 1.56x 11.1% 68.0% 56.0%
Maryland 4 30,139,198 2.7 85.6% 2.25x 14.0% 54.8% 50.8%
Illinois 5 28,198,008 2.6 94.1% 2.06x 10.6% 56.0% 52.6%
Florida 7 26,681,761 2.4 85.4% 2.19x 12.9% 64.5% 57.7%
Pennsylvania 6 25,463,731 2.3 93.2% 1.98x 11.4% 57.3% 55.3%
Indiana 8 25,450,137 2.3 97.1% 2.25x 11.4% 63.7% 53.9%
New Jersey 5 24,347,405 2.2 84.8% 1.91x 12.7% 60.0% 54.9%
Kentucky 5 23,335,918 2.1 99.0% 1.86x 9.3% 64.3% 64.3%
Louisiana 5 19,234,729 1.7 91.2% 1.80x 11.9% 63.9% 57.3%
Georgia 4 18,626,748 1.7 77.5% 2.01x 11.3% 64.8% 58.4%
Washington 3 12,979,632 1.2 96.0% 1.93x 8.9% 62.7% 62.7%
Virginia 6 12,026,045 1.1 94.0% 2.01x 11.4% 63.4% 55.5%
Arkansas 5 11,184,852 1.0 71.0% 2.09x 14.3% 61.5% 53.1%
Michigan 6 7,796,597 0.7 92.4% 3.28x 13.6% 49.8% 49.8%
Utah 1 6,815,717 0.6 100.0% 1.83x 9.2% 64.5% 64.5%
Nevada 2 6,228,264 0.6 96.5% 1.77x 10.5% 59.3% 43.2%
Rhode Island 1 4,975,610 0.5 79.1% 1.37x 10.5% 70.8% 59.6%
Delaware 3 4,631,590 0.4 100.0% 1.83x 9.2% 64.5% 64.5%
Maine 1 4,370,731 0.4 100.0% 1.10x 7.1% 78.3% 73.6%
Alabama 3 4,369,407 0.4 100.0% 2.63x 13.6% 57.4% 52.2%
New Hampshire 1 3,928,456 0.4 100.0% 1.10x 7.1% 78.3% 73.6%
Wisconsin 4 3,422,868 0.3 96.1% 3.44x 13.9% 46.9% 46.9%
Minnesota 4 3,392,091 0.3 93.1% 3.30x 13.6% 49.5% 49.5%
Arizona 2 3,316,352 0.3 95.2% 3.33x 13.7% 48.9% 48.9%
Missouri 4 3,254,880 0.3 99.4% 2.82x 12.6% 50.8% 44.3%
Kansas 1 1,631,889 0.1 95.8% 1.63x 10.2% 60.5% 43.1%
North Carolina 2 1,172,047 0.1 79.3% 3.03x 13.0% 54.5% 54.5%
Oregon 1 1,071,249 0.1 74.1% 2.72x 12.4% 60.4% 60.4%
Oklahoma 3 940,884 0.1 82.1% 2.97x 12.9% 55.7% 55.7%
South Carolina 2 568,834 0.1 100.0% 3.54x 14.1% 45.0% 45.0%
Wyoming 1 498,502 0.0 74.6% 2.72x 12.4% 60.4% 60.4%
Iowa 1 420,650 0.0 100.0% 3.54x 14.1% 45.0% 45.0%
Total / Weighted Average: 201 $1,105,333,296  100.0% 92.3% 2.24x 11.6% 57.3% 52.5%

(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, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 22, 23 and 28, 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. 8, 10, 15 and 27, 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 JPMDB 2017-C7
   
Collateral Characteristics

 

(3)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.

(4)In the case of Loan Nos. 1, 5, 8, 12 and 19, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 2, 16 and 41, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 

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Structural and Collateral Term Sheet JPMDB 2017-C7

 

Collateral Characteristics

 

Cut-off Date Principal Balance

 

        Weighted Average
Range of Cut-off Date
Principal Balances
  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
$2,900,000 - $9,999,999  11  $72,256,401  6.5%  4.61501%  100  1.92x  11.4%  62.1%  54.3%
$10,000,000 - $19,999,999  8  101,964,307  9.2  4.60228%  106  2.02x  11.6%  61.6%  54.0%
$20,000,000 - $24,999,999  2  41,000,000  3.7  4.16268%  87  2.15x    9.7%  60.3%  60.3%
$25,000,000 - $49,999,999  12  417,452,663  37.8  4.37737%  118  2.24x  11.9%  59.2%  53.9%
$50,000,000 - $70,000,000  8  472,659,925  42.8  3.89995%  114  2.35x  11.5%  53.7%  50.1%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

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(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
3.43000% - 3.99999%  11  $446,059,925  40.4%  3.65740%  114  2.76x  11.9%  47.1%  43.8%
4.00000% - 4.49999%  9  270,550,035  24.5  4.28253%  111  2.17x  11.4%  62.8%  59.2%
4.50000% - 4.99999%  15  309,136,252  28.0  4.67277%  116  1.79x  11.8%  63.8%  56.3%
5.00000% - 5.35200%  6  79,587,084  7.2  5.14556%  99  1.38x  9.2%  70.6%  64.2%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

Original Term to Maturity in Months(1)

 

        Weighted Average
Original Term to
Maturity in Months
  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
60  5  $55,734,879  5.0%  4.80275%  59  1.77x  10.1%  59.6%  57.7%
84  2  63,325,000  5.7  3.72636%  80  3.28x  14.0%  49.2%  48.3%
120  34  986,273,417  89.2  4.19807%  118  2.20x  11.5%  57.7%  52.5%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

Remaining Term to Maturity in Months(1)

 

        Weighted Average
Range of Remaining Term to
Maturity in Months
  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
58 - 84  7  $119,059,879  10.8%  4.23025%  70  2.57x  12.2%  54.1%  52.7%
85 - 119  30  854,008,417  77.3  4.19016%  118  2.20x  11.6%  57.7%  52.4%
120 - 120  4  132,265,000  12.0  4.24919%  120  2.20x  10.7%  58.0%  53.2%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%
(1)In the case of Loan No. 3, the first payment date for the loan is December 1, 2017. On the Closing Date, JPMCB will deposit sufficient funds to pay the interest associated with the interest due for the November 2017 payment for the related loan. Information presented in this term sheet reflects the contractual loan terms.
(2)In the case of Loan Nos. 2, 16 and 41, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.
(3)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 22, 23 and 28, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 8, 10, 15 and 27, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).
(4)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.
(5)In the case of Loan Nos. 1, 5, 8 and 12 and 19, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. 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.

 

 (J.P.Morgan LOGO)13 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet JPMDB 2017-C7

 

Collateral Characteristics

 

Original Amortization Term in Months

  

        Weighted Average
Original
Amortization
Term in Months
  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
Interest Only  16  $547,767,500  49.6%  3.99039%  111  2.73x  11.6%  51.8%  51.8%
300  2  78,939,925  7.1  3.91313%  119  1.66x  10.6%  61.1%  43.9%
324  1  12,000,000  1.1  5.30600%  114  1.37x  10.5%  70.8%  59.6%
330  1  15,185,000  1.4  4.45000%  120  1.56x    9.9%  73.0%  56.5%
360  21  451,440,872  40.8  4.47046%  114  1.81x  11.8%  62.4%  54.6%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

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(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
Interest Only  16  $547,767,500  49.6%  3.99039%  111  2.73x  11.6%  51.8%  51.8%
299 - 356  6  125,777,133  11.4  4.21757%  118  1.64x  10.7%  63.3%  47.7%
357 - 360  19  431,788,663  39.1  4.46473%  114  1.81x  11.8%  62.5%  54.9%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

Amortization Types

  

        

Weighted Average

Amortization Types  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
Interest Only  16  $547,767,500  49.6%  3.99039%  111  2.73x  11.6%  51.8%  51.8%
IO-Balloon  8  253,775,000  23.0  4.35151%  116  1.92x  12.0%  56.9%  51.3%
Balloon  14  200,030,872  18.1  4.62210%  112  1.73x  12.1%  68.4%  55.9%
ARD-Balloon  1  68,859,925  6.2  3.70250%  119  1.63x  10.2%  60.5%  43.1%
ARD-IO-Balloon  2  34,900,000  3.2  4.99928%  119  1.19x  7.6%  77.1%  72.1%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

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(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
1.10x - 1.24x  2  $39,750,000  3.6%  4.97527%  119  1.13x    7.2%  76.3%  71.4%
1.25x - 1.49x  6  117,625,497  10.6   4.87744%  112  1.39x    9.8%  67.2%  58.3%
1.50x - 1.74x  8  177,721,951  16.1   4.14835%  111  1.65x  10.5%  64.3%  51.9%
1.75x - 1.99x  7  180,790,074  16.4   4.38761%  118  1.87x    9.6%  61.9%  59.3%
2.00x - 4.47x  18  589,445,775  53.3   3.97345%  111  2.78x  13.1%  50.6%  48.2%
Total / Weighted Average:  41  $1,105,333,296  100.0%  4.20154%  113  2.24x  11.6%  57.3%  52.5%
(1)In the case of Loan No.3, the first payment date for the loan is December 1, 2017. On the Closing Date, JPMCB will deposit sufficient funds to pay the interest associated with the interest due for the November 2017 payment for the related loan. Information presented in this term sheet reflects the contractual loan terms.
(2)In the case of Loan Nos. 2, 16 and 41, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.
(3)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 22, 23 and 28, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 8, 10, 15 and 27, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).
(4)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.
(5)In the case of Loan Nos. 1, 5, 8, 12 and 19, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. 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.

 

 (J.P.Morgan LOGO)14 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet JPMDB 2017-C7

 

Collateral Characteristics

 

LTV Ratios as of the Cut-off Date(3)(5)

 

              Weighted Average
Range of
Cut-off Date LTVs
  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
29.0%  - 49.9%  9  $311,927,901  28.2 %  3.60633%  112  3.16x  13.1%  41.0%  40.0%
50.0%  - 59.9%  6  228,300,000  20.7    4.37427%  109  2.14x  11.0%  57.4%  56.3%
60.0%  - 64.9%  9  244,171,626  22.1    4.24099%  116  1.97x  11.0%  62.1%  55.1%
65.0%  - 69.9%  11  216,168,953  19.6    4.55495%  112  1.65x  10.7%  67.1%  58.6%
70.0%  - 78.3%  6  104,764,817  9.5    4.77614%  118  1.61x  11.0%  74.5%  63.4%
Total / Weighted Average:  41  $1,105,333,296  100.0 %  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

LTV Ratios as of the Maturity Date(2)(5)

 

             

Weighted Average

Range of
Maturity Date LTVs
  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
29.0%  - 44.9%  7  $234,787,826  21.2 %  3.63692%  118  2.73x  12.7%  43.0%  36.6%
45.0%  - 49.9%  4  156,080,000  14.1    3.71547%  106  3.05x  12.5%  48.2%  47.1%
50.0%  - 54.9%  6  131,403,896  11.9    4.54452%  108  2.06x  13.3%  58.7%  52.6%
55.0%  - 59.9%  14  336,711,990  30.5    4.42728%  114  1.91x  11.1%  64.5%  57.8%
60.0%  - 73.6%  10  246,349,584  22.3    4.55612%  113  1.82x  9.6%  66.3%  64.1%
Total / Weighted Average:  41  $1,105,333,296  100.0 %  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

Prepayment Protection

  

             

Weighted Average

Prepayment Protection  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
Defeasance(6)  25  $756,524,759  68.4 %  4.20620%  117  2.10x  11.3%  58.9%  53.0%
Yield Maintenance  12  196,308,537  17.8    4.65719%  103  1.99x  11.4%  63.0%  58.7%
Defeasance or Yield Maintenance  4  152,500,000  13.8    3.59185%  106  3.29x  13.3%  42.4%  42.4%
Total / Weighted Average:  41  $1,105,333,296  100.0 %  4.20154%  113  2.24x  11.6%  57.3%  52.5%

 

Loan Purpose

  

             

Weighted Average

Loan Purpose  Number of
Loans
  Cut-off Date
Principal
Balance
  % of IPB  Mortgage
Rate
  Remaining
Loan
Term(1)(2)
  UW
NCF
DSCR(3)(4)
  UW
NOI
DY(3)
  Cut-off
Date
LTV(3)(5)
  Maturity
Date
LTV(2)(3)(5)
Refinance  27  $780,372,147  70.6 %  4.21970%  114  2.15x  10.9%  57.9%  53.0%
Acquisition  10  271,561,149  24.6    4.17985%  109  2.38x  13.0%  58.9%  53.9%
Recapitalization  3  41,400,000  3.7    3.68143%  118  3.36x  14.5%  32.8%  32.2%
Acquisition/Refinance  1  12,000,000  1.1    5.30600%  114  1.37x  10.5%  70.8%  59.6%
Total / Weighted Average:  41  $1,105,333,296  100.0 %  4.20154%  113  2.24x  11.6%  57.3%  52.5%
(1)In the case of Loan No. 3, the first payment date for the loan is December 1, 2017. On the Closing Date, JPMCB will deposit sufficient funds to pay the interest associated with the interest due for the November 2017 payment for the related loan. Information presented in this term sheet reflects the contractual loan terms.
(2)In the case of Loan Nos. 2, 16 and 41, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.
(3)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 15, 16, 18, 19, 22, 23 and 28, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 8, 10, 15 and 27, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).
(4)In the case of Loan No. 1, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex G to the Preliminary Prospectus.
(5)In the case of Loan Nos. 1, 5, 8, 12 and 19, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. In the case of Loan No. 9, the Cut-off Date LTV and Maturity Date LTV are calculated based on the portfolio appraised value. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.
(6)In the case of Loan No. 2 and 27, the loan documents permit the borrowers to prepay the related loan with yield maintenance premium in the event the defeasance lockout period has not expired after certain dates. See the individual write-ups in this term sheet and “Description of the Mortgage Pool – Certain Terms of the Mortgage Loans - Defeasance; Collateral Substitution” in the Preliminary Prospectus.

 

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

 

 (J.P.Morgan LOGO)15 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Collateral Characteristics

 

Previous Securitization History(1)

 

  No. Loan Name Cut-off Date Principal
Balance

% of

IPB

Location Property Type Previous Securitization
2 U-Haul SAC Portfolios 14, 15, 17 $68,859,925   6.2% Various   Self Storage MLMT 2007-C1
3 Station Place III 64,000,000 5.8   Washington, DC Office MSC 2011-C1
4 Treeview Industrial Portfolio 60,000,000 5.4   Various Industrial CSMC 2007-C5
6 First Stamford Place 54,800,000 5.0   Stamford, CT Office MSC 2007-IQ15
9 Starwood Capital Group Hotel Portfolio(2) 46,817,500 4.2   Various Hotel Various
16 Walgreens Witkoff Portfolio 32,000,000 2.9   Various Retail LBUBS 2008-C1
19 Lightstone Portfolio(3) 25,000,000 2.3   Various Hotel Various
34 Bay Bridge Industrial Center 7,500,000 0.7   Oakland, CA Industrial BSCMS 2007-PW18
39 Brittmoore Industrial Park 4,793,668 0.4   Houston, TX Industrial MLCFC 2007-7
Total   $363,771,092  32.9%      
(1)The table above represents the properties for which the previously existing debt was most recently securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

(2)With respect to Loan No. 9, previously existing debt secured by property Nos. 9.01-9.07, 9.09, 9.10, 9.34 and 9.42 in the Annex A-1 was securitized in COMM 2013-CR6 / COMM 2013-CR7, previously existing debt secured by property Nos. 9.11, 9.14, 9.16, 9.25, 9.28, 9.36, 9.46, 9.48, 9.52, 9.54-9.62, 9.64 and 9.65 was securitized in WFCM 2012-LC5, previously existing debt secured by property Nos. 9.13, 9.17, 9.29, 9.30, 9.40, 9.44, 9.45 and 9.51 was securitized in WFRBS 2013-C11, previously existing debt secured by property Nos. 9.15, 9.33 and 9.41 was securitized in WFRBS 2012-C10, previously existing debt secured by property Nos. 9.20, 9.32, 9.37-9.39, 9.49, 9.50, 9.53 and 9.63 were securitized in GSMS 2012-GCJ9 and previously existing debt secured by property No. 9.26 was securitized CSMC 2008-C1. The Cut-off Date Principal Balance and % of IPB for Loan No. 9 represents the aggregate amount related to the previously securitized properties described in this footnote.

(3)With respect to Loan No. 19, previously existing debt secured by property Nos. 19.02, 19.05, 19.06 and 19.07 in the Annex A-1 was securitized in JPMBB 2013-C15 and previously existing debt secured by property No. 19.03 was securitized in BACM 2007-02. The Cut-off Date Principal Balance and % of IPB for Loan No. 19 represents the aggregate amount related to the previously securitized properties described in this footnote.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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)16 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
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

UW NOI Debt Yield

Cut-off Date LTV

Maturity Date LTV

21 Fullerton Plaza Chicago, IL $21,000,000      1.9%                   $21,000,000   38.9% 60 60 2.11x       10.5%  54.4%  54.4%
27 Mural Lofts Philadelphia, PA 12,500,000      1.1                     12,500,000   23.1    60 58 1.73x        8.9%  58.7%  58.7%
32 Preston Trail Atrium Dallas, TX 9,227,795      0.8                      8,494,873   15.7    60 58 1.58x      11.5%  61.9%  57.0%
35 Bank of America Building Poughkeepsie, NY 7,020,000      0.6                      6,488,656   12.0    60 60 1.43x      10.3%  65.6%  60.6%
38 The Grove at 43rd Apartments Houston, TX 5,987,084      0.5                      5,554,090   10.3    60 58 1.33x        9.2%  69.6%  64.6%
Total / Weighted Average:             $55,734,879      5.0%   $54,037,619 100.0% 60 59  1.77x      10.1%  59.6%  57.7%
(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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Class A-3(1)

 

No. 

Loan Name

Location

Cut-off Date Balance

% of IPB 

Maturity Date Balance

% of Certificate Class(2)

Original Loan Term

Remaining Loan Term

UW NCF DSCR(3)

UW NOI Debt Yield(3)

Cut-off Date LTV(3)(4)

Maturity Date LTV(3)(4)

8 Gateway Net Lease Portfolio       Various, Various $50,000,000 4.5% $50,000,000   82.4% 84 80 3.54x 14.1% 45.0% 45.0%
26 Staybridge Suites St. Petersburg      St. Petersburg, FL  13,325,000 1.2      12,415,773   20.5% 84 81 2.31x 13.8% 65.0% 60.6%
  Total / Weighted Average:   $63,325,000 5.7% $62,415,773 102.8% 84 80 3.28x 14.0% 49.2% 48.3%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-3 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-3 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

(2)Reflects the percentage equal to the Maturity Date Balance divided by the initial Class A-3 Certificate Balance.

(3)In the case of Loan No. 8, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan but exclude the related Subordinate Companion Loan.

(4)In the case of Loan No. 8 the Cut-off Date LTV and the Maturity Date LTV is calculated by using an appraised value based on certain hypothetical assumptions.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

Accrual:   Each Class of Certificates (other than the Class R and Class Z Certificates) will accrue interest on a 30/360 basis. The Class Z and Class R Certificates will not accrue interest.  On each Distribution Date, any excess interest collected in respect of any mortgage loan in the trust with an anticipated repayment date, solely to the extent received from the related borrower during the related collection period, will be distributed to the holders of the Class Z and Class VRR Certificates.
       
Allocation Between the Class VRR Certificates and the Non-VRR Certificates:   The VRR Percentage of the available funds (the “VRR Certificate Available Funds”) will be allocated to the Class VRR Certificates, and the Non-VRR Percentage of the available funds (the “Non-VRR Certificate Available Funds”) will be allocated to the Non-VRR Certificates.  The “Non-VRR Percentage” is 97.25% and the “VRR Percentage” is 2.75%.  The “Risk Retention Allocation Factor” is equal to the VRR Percentage divided by the Non-VRR Percentage. See “Credit Risk Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—VRR Certificate Available Funds” in the Preliminary Prospectus.
       
Distribution of Interest:  

On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R, Class Z and Class VRR Certificates) at the applicable pass-through rate will be distributed in the following order of priority to the extent of Non-VRR Certificate Available Funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, 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 and Class G-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-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-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 pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage.

 

The pass-through rate for the Class X-A Certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, 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 rates on the Class D Certificates for the related Distribution Date.

 

The Class Z Certificates will not have a pass-through rate. On each Distribution Date, a specified portion of any excess interest collected in respect of any mortgage loan in the trust with an anticipated repayment date, solely to the extent received from the related borrower during the related collection period, will be distributed to the holders of the Class Z Certificates.

 

On each Distribution Date, accrued interest for the Class VRR Certificates will be distributed, to the extent of VRR Certificate Available Funds, to the Class VRR Certificates, until the interest payable thereto is paid in full.

 

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

 

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Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Structural Overview

 

     

Although they do not have a specified Pass-Through Rate, the effective interest rates on the Class VRR Certificates will be 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).

 

See “Credit Risk Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Priority of Distributions” and “Description of the Certificates—Distributions” in the Preliminary Prospectus.

       
Distribution of Principal:  

On any Distribution Date prior to the Cross-Over Date, payments in respect of principal of the Non-VRR Certificates will be distributed, up to the Non-VRR Certificate 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-5 Certificates, until the Certificate Balance of such Class is reduced to zero, and seventh, 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 and Class G-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 of the Non-VRR Certificates will be distributed, up to the Non-VRR Certificate Available Funds, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata based on the Certificate Balance of each such Class until the Certificate Balance of each such Class is reduced to zero.

 

The “Cross-Over Date” means the Distribution Date on which the aggregate Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR and Class G-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-5, 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.

 

The Class Z Certificates have no certificate balance, notional amount, credit support, pass-through rate, rated final distribution date or rating, and will not be entitled to distributions of principal. The Class Z Certificates are entitled to a specified portion of distributions of excess interest collected on the mortgage loan with an anticipated repayment date solely to the extent received from the related borrower and will represent beneficial ownership of the grantor trust, as further described in “Description of the Certificates—Distributions” in the Preliminary Prospectus.

 

On any Distribution Date, payments in respect of principal of the Class VRR Certificates will be distributed, up to the VRR Certificate Available Funds, to the Class VRR Certificates, until the Certificate Balance thereof has been reduced to zero.

 

See “Credit Risk Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Priority of Distributions” and “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, the Non-VRR Percentage of any Yield Maintenance Charges collected in respect of the mortgage loans will be allocated pro rata among four groups (based on the aggregate amount of principal distributed to the Principal Balance Certificates in each group), consisting of (a) the Class A-1,

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

      Class A-2, Class A-3, Class A-4, Class A-5, 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 D and Class X-D Certificates (“YM Group C”) and (d) the Class E-RR, Class F-RR and Class G-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
Total Principal Paid to
the related YM Group
X (Pass-Through Rate on Class – Discount Rate)
(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
 

 

     

On any Distribution Date, the VRR Percentage of any Yield Maintenance Charge will be distributed to the Class VRR Certificates.

 

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

 

See “Description of the Certificates—Allocation of Yield Maintenance Charges and Prepayment Premiums” in the Preliminary Prospectus.

       
Realized Losses:  

On each Distribution Date, the Non-VRR Percentage of losses on the mortgage loans will be allocated first to the 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, Class A-5 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.

 

On each Distribution Date, the VRR Percentage of losses on the mortgage loans (the “VRR Certificate Realized Losses”) will be allocated to the Class VRR Certificates, until the Certificate Balance has been reduced to zero.

 

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 “Credit Risk Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Allocation of VRR Certificate Realized Losses” and “Description of the Certificates—Priority of Distributions” in the Preliminary Prospectus.

       
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. The Non-VRR Percentage of 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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

      than the Class VRR, Class R and Class Z Certificates) beginning with those with the lowest payment priorities, in reverse sequential order. The VRR Percentage of any such shortfalls that decrease the amount of available funds distributable in respect of interest to the Certificateholders will reduce distributions to the Class VRR Certificates. See “Credit Risk Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Priority of Distribution” and “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 Non-VRR Percentage of the Appraisal Reduction Amounts that are allocated to the mortgage loans 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, Class A-5, Class A-SB and Class VRR Certificates) beginning with the Class G-RR Certificates for certain purposes, including certain voting rights and the determination of the controlling class. In general, the VRR Percentage of the Appraisal Reduction Amounts that are allocated to the mortgage loans is notionally allocated to reduce the Certificate Balance of the Class VRR Certificates for certain purposes, including certain voting rights.

 

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 Non-VRR Certificates then-outstanding (i.e., first, to Class G-RR Certificates; second, to the Class F-RR Certificates; third, to the Class E-RR Certificates; fourth, to the Class D Certificates; fifth, to the Class C Certificates, sixth, to the Class B Certificates, seventh, to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates) and to the Class VRR 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 due to the application of Appraisal Reduction Amounts to such mortgage loan.
       
Master Servicer Advances:   The Master Servicer will be required to advance certain delinquent scheduled mortgage loan payments of principal and interest and certain property protection advances, in each case, to the extent the Master Servicer deems such advances to be recoverable. At any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Master Servicer in respect of delinquent payments of interest on any mortgage loan will be reduced to equal the product of (x) the interest portion of the amount that would be advanced without regard to any Appraisal Reduction Amount and (y) a fraction, the numerator of which is the then-outstanding principal balance of the mortgage loan minus the Appraisal Reduction Amount and the denominator of which is the then-outstanding principal balance of the mortgage loan. The Master Servicer will not make any principal or interest advances with respect to any companion loan.

 

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

 

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Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Structural Overview

       
Whole Loans:  

Nineteen mortgage loans are each part of a whole loan (each, a “Whole Loan”) comprised of such mortgage loan and one or more companion loans (each a “Companion 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 eighteen (18) of the Whole Loans, referred to as the “Moffett Place Building 4 Whole Loan”, the “U-Haul SAC Portfolios 14, 15, 17 Whole Loan”, the “Station Place III Whole Loan”, the “Treeview Industrial Portfolio Whole Loan”, the “AHIP Northeast Portfolio I Whole Loan”, the “First Stamford Place Whole Loan”, the “521-523 East 72nd Street Whole Loan”, the “Gateway Net Lease Portfolio Whole Loan”, the “Starwood Capital Group Hotel Portfolio Whole Loan”, the “General Motors Building Whole Loan”, the “IRG Portfolio Whole Loan”, the “245 Park Avenue Whole Loan”, the “Walgreens Witkoff Portfolio Whole Loan”, the “Capital Centers II & III Whole Loan”, the “Lightstone Portfolio Whole Loan”, the “Torre Plaza Whole Loan”, the “Covance Business Center Whole Loan”, and the “EIP Logistics Portfolio Whole Loan”, one or more related Companion Loans are pari passu with the related mortgage loan (these Companion Loans are also referred to as “Pari Passu Companion Loans”). In the case of each of the Gateway Net Lease Portfolio Whole Loan, the General Motors Building Whole Loan, the 245 Park Avenue Whole Loan and the Whole Loan referred to as the “Mural Lofts Whole Loan”, in addition to any related Pari Passu Companion Loans, one or more related Companion Loans are subordinate in right of payment to the related mortgage loan and the related Pari Passu Companion Loans (these Companion Loans are also referred to as “Subordinate Companion Loans”).

 

The Moffett Place Building 4 Whole Loan, the U-Haul SAC Portfolios 14,15, 17 Whole Loan, the Station Place III Whole Loan, the AHIP Northeast Portfolio I Whole Loan, the 521-523 East 72nd Street Whole Loan, the IRG Portfolio Whole Loan, the Walgreens Witkoff Portfolio Whole Loan, the Capital Centers II & III Whole Loan, the Lightstone Portfolio Whole Loan (prior to the securitization of the related controlling pari passu companion loan), the Covance Business Center Whole Loan and the Mural Lofts Whole Loan (each, a “Serviced Whole Loan”) will be serviced under the pooling and servicing agreement for the JPMDB 2017-C7 transaction (the “Pooling and Servicing Agreement”), and the related companion loans are referred to as “Serviced Companion Loans”.

 

The Lightstone Portfolio Whole Loan (a “Servicing Shift Whole Loan”, and the related mortgage loan, a “Servicing Shift Mortgage Loan”) will be initially serviced pursuant to the Pooling and Servicing Agreement. After the securitization of the related controlling pari passu companion loan, the related Servicing Shift Whole Loan is expected to be serviced pursuant to the pooling and servicing agreement relating to the securitization of such controlling pari passu companion loan as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” and “—The Non-Serviced Pari Passu Whole Loans”. in the Preliminary Prospectus.

 

The Treeview Industrial Portfolio Whole Loan, the First Stamford Place Whole Loan, the Gateway Net Lease Portfolio Whole Loan, the Starwood Capital Group Hotel Portfolio Whole Loan, the General Motors Building Whole Loan, the 245 Park Avenue Whole Loan, the Lightstone Portfolio Whole Loan (after the securitization of the related controlling pari passu companion loan), the Torre Plaza Whole Loan and the EIP Logistics Portfolio Whole Loan (each a “Non-Serviced Whole Loan”) are being serviced and administered pursuant to the applicable trust and servicing agreement or pooling and servicing agreement identified under the column “Lead Servicing Agreement” in the table titled “Pari Passu Companion Loan Summary” above. See “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:  

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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

     

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, certain “major decisions” will be administered solely by the Master Servicer, while others will be administered solely by the Special Servicer, thereby reducing the number of parties involved in the approval process. Under these updated terms, the party processing any such “major decision” will be directly responsible for obtaining the consent of the Directing Certificateholder for such “major decisions”. 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”.

 

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. The Non-VRR Percentage of 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 VRR, Class R and Class Z Certificates), in sequential order, and then to offset any realized losses allocated to the Certificates (other than the Class VRR, Class R and Class Z Certificates), in sequential order. The VRR Percentage of 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 Class VRR Certificates, and then to offset any realized losses allocated to the Class VRR Certificates. 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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

     

The Special Servicer is generally 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 Pari Passu Companion Loans (if any) (and with respect to the Mural Lofts Whole Loan, the special servicer is permitted to sell the related Subordinate Companion Loans together with the related mortgage loan if it determines that a sale of such Whole Loan would maximize recoveries on the Whole Loan in accordance with the Servicing Standard), 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 debt or permit mezzanine debt in the future, the mezzanine lenders may have the option to purchase the related mortgage loan after certain events of default under such mortgage loan. In addition, with respect to the Mural Lofts Whole Loan, the holder of the related controlling Subordinate Companion Loan may have an option to purchase the related mortgage loan after certain events of default under such mortgage loan.

 

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

 

If the Special Servicer does not receive a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the defaulted loan or REO property at the Purchase Price. If the Special Servicer does not purchase the defaulted loan or REO property at the Purchase Price, the Special Servicer is required to accept the highest offer received from any person that is determined to be a fair price (supported by an appraisal required to be obtained by the Special Servicer within 30 days of a mortgage loan becoming a specially serviced mortgage loan) for such defaulted loan or REO property, if the highest offeror is a person other than 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 (i) 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 (ii) 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 mortgage 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, any manager of a mortgaged property, 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 the securitization of any related Companion Loan and each holder of any related Companion Loan, or any known affiliate of any such person.

 

The Special Servicer is not obligated to accept the highest offer and may accept a lower offer for a defaulted loan or REO property if the Special Servicer determines, in accordance with the servicing standard (and subject to the requirements of any related intercreditor agreement), that a rejection of such offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the holder of the related Companion Loans, as a collective whole, as if such Certificateholders and, if applicable, such Companion Loan Holder(s) constituted a single lender), so long as such lower offer was not made by the Special Servicer or any of its affiliates.

 

With respect to the Mural Lofts Whole Loan, the special servicer will be permitted to sell the related Subordinate Companion Loans along with the related mortgage loan if it determines that a sale of such Whole Loan would maximize recoveries on the Whole Loan in accordance with the Servicing Standard.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

     

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan, included in the JPMDB 2017-C7 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. In addition, with respect to the Gateway Net Lease Portfolio Whole Loan, the holders of the related Subordinate Companion Loans have an option to purchase the related mortgage loan after certain events of default under such mortgage loan.

       
Control Eligible Certificates:   Classes E-RR, F-RR and G-RR.
       
Control Rights:  

The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be (i) with respect to the Servicing Shift Mortgage Loan, the “controlling holder” or any analogous concept under the related intercreditor agreement, which prior to the securitization of the related controlling pari passu companion loan will be the holder of such companion loan, and (ii) with respect to each mortgage loan (other than the Servicing Shift Mortgage Loan) the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement. With respect to any mortgage loan (other than any non-serviced mortgage loan, the Mural Lofts Mortgage Loan prior to the occurrence and continuance of a control appraisal period or any Excluded Loan), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan, the Mural Lofts Mortgage Loan prior to the occurrence and continuance of a control appraisal period or any Excluded Loan). With respect to any mortgage loan that has or may in the future have mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.

 

With respect to the Mural Lofts Mortgage Loan, prior to the occurrence and continuance of a control appraisal period under the related intercreditor agreement, direction and consent rights with respect to the related Whole Loan will be exercised by the holder of the related companion Subordinate Companion Loan pursuant to the related intercreditor agreement as described in the Preliminary Prospectus. In addition, the holder of the related controlling Subordinate Companion Loan will have certain rights to cure defaults under the related mortgage loan, and in certain circumstances, each holder of a related Subordinate Companion Loan will have the right to purchase the related defaulted 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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

     

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 each Serviced Whole Loan, direction, consent and consultation rights with respect to such Whole Loan are subject to certain consultation rights of the holders of the related Pari Passu Companion Loans (if any) pursuant to the related intercreditor agreement.

 

With respect to each 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 (provided that with respect to the Gateway Net Lease Portfolio Whole Loan, prior to the occurrence and continuance of a related control appraisal period, all such rights will be exercised by the holder of the related controlling Subordinate Companion Loan)

 

With respect to any Servicing Shift Whole Loan, direction, consent and consultation rights with respect to the related Whole Loan will be exercised by the applicable directing holder pursuant to the applicable pooling and servicing agreement and related intercreditor agreement..

       
Directing Certificateholder:  

KKR Real Estate Credit Opportunity Partners Aggregator I L.P. (or its affiliate), is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Excluded Loans, the Servicing Shift Mortgage Loan and the Mural Lofts Mortgage Loan prior to the occurrence and continuance of a control appraisal period).

 

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

       
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 Principal Balance Certificates (other than the Control Eligible Certificates and the Class VRR Certificates) have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate Class among the Control Eligible Certificates that has an aggregate principal balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class G-RR Certificates.

 

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 prior to the applicable securitization of the controlling pari passu Companion Loan with respect to any Servicing Shift Whole Loan, no Control Termination Event may occur with respect to the Directing Certificateholder related to such Servicing Shift Whole Loan, and the term “Control Termination Event” will not be applicable to the Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, 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 and the Class VRR 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 INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

     

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

 

With respect to the Mural Lofts Whole Loan, pursuant to the related intercreditor agreement, the holder of the related controlling Subordinate Companion Loan will lose its right to direct certain actions upon the occurrence and continuance of a control appraisal event under such intercreditor agreement.

       
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 prior to the applicable securitization of the related controlling pari passu Companion Loan with respect to a Servicing Shift Whole Loan, no Consultation Termination Event may occur with respect to the directing certificateholder related to the related Servicing Shift Whole Loan, and the term “Consultation Termination Event” will not be applicable to the Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, 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 and the Class VRR 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.

       
Risk Retention Consultation Party:   A risk retention consultation party may be appointed by the majority of the holders of the Class VRR Certificates. Such risk retention consultation party will be entitled to consult with the master servicer and the special servicer with respect to major servicing decisions relating to Specially Serviced Loans and (during the continuance of a Consultation Termination Event) non-Specially Serviced Loans; provided that any such risk retention consultation party will not have such rights if it is directly or indirectly held by a Borrower Party. It is expected that DBNY will be appointed as the initial risk retention consultation party by the holder of the Class VRR Certificates.
       
Operating Advisor Consultation Event:   An “Operating Advisor Consultation Event” will occur when the Certificate Balances of the Class E-RR, Class F-RR and Class G-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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

       
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;

 

●      promptly 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 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 or any Servicing Shift 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.

 

With respect to each mortgage loan (other than any non-serviced mortgage loan) or Serviced Whole Loan, after 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

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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   JPMDB 2017-C7
 
Structural Overview

 

     

●      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 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.

 

Pentalpha Surveillance, LLC is also currently the operating advisor under the DBJPM 2017-C6 pooling and servicing agreement and the JPMCC 2017-JP7 pooling and servicing agreement in each such capacity, has certain obligations and consultation rights with respect to the Starwood Capital Group Hotel Portfolio Whole Loan, the Treeview Industrial Portfolio Whole Loan, the Gateway Net Lease Portfolio Whole Loan and the Torre Plaza Whole Loan, as applicable, that may vary in certain respects from those of the Operating Advisor under the Pooling and Servicing Agreement.

       
Replacement of Operating Advisor:  

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

 

Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an institution (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by Moody’s, Fitch and DBRS (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of Moody’s, Fitch and DBRS has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction 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 with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates; (D) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations 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 which the PSA relates, other than in fees from its role as

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 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 (such review, an “Asset Review”) after a specified delinquency threshold has been exceeded and notification from the Certificate Administrator that the required percentage of Certificateholders have voted to direct a review of such delinquent mortgage loans. An “Asset Review Trigger” will occur when either (1) mortgage loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan) held by the issuing entity as of the end of the applicable Collection Period are Delinquent Loans, (2)(A) prior to and including the second anniversary of the Closing Date, at least 10 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least 15 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period.

 

Following the determination that an Asset Review Trigger has occurred, the Certificate Administrator will include in the Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur. Once an Asset Review Trigger has occurred, Certificateholders evidencing not less than 5% of the voting rights may deliver to the Certificate Administrator a written direction requesting a vote on whether to commence an Asset Review within 90 days after the filing of the Form 10-D reporting the occurrence of the Asset Review Trigger (an “Asset Review Vote Election”). If directed by such Certificateholders, a vote of all Certificateholders will commence and an Asset Review will occur if more than a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of the Asset Review Vote Election. If the vote does not pass, then no Certificateholder may request a vote or case 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 otherwise in effect, another Asset Review Vote Election is made and more than a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of 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, and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its 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; provided, however, that with respect to the Mural Lofts Whole Loan, the holder of the related controlling Subordinate Companion Loan (prior to the occurrence and continuance of a control appraisal period) will have the right to replace the Special Servicer with respect to that Whole Loan.

 

If the Special Servicer obtains knowledge that it is a Borrower Party with respect to any mortgage loan or Serviced Whole Loan (any such mortgage loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the Special Servicer will be required to resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the Controlling Class Certificateholder or the Directing Certificateholder on its 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 and will be entitled to replace such Excluded Special Servicer at any time, with or without cause. 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 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, 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 concurrently 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 if any, 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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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

 

     

affiliate) that was terminated at the direction of the holder of the related Pari Passu Companion Loan.

 

With respect to any Non-Serviced Whole Loan, subject to the related intercreditor agreement, the JPMDB 2017-C7 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

 

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

 

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      related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing 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.
       
Credit Risk Retention Restrictions:  

KKR Real Estate Credit Opportunity Partners Aggregator I L.P., in its capacity as the “third-party purchaser” for this transaction, will be required to comply with the hedging, transfer and financing restrictions applicable to a “third-party purchaser” under the credit risk retention rules in effect on the Closing Date, which generally prohibit the transfer of the applicable Certificates, other than to a majority owned affiliate of KKR Real Estate Credit Opportunity Partners Aggregator I L.P., until November 1, 2022. On and after that date, transfers are permitted under certain circumstances, in accordance with the credit risk retention rules, to another “third-party purchaser”. Under Regulation RR, 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 earlier of (a) 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 and (b) with respect to the Class E-RR, Class F-RR and Class G-RR, the date on which all of the mortgage loans have been defeased in accordance with §244.7(b)(8)(i) of Regulation RR.

 

Notwithstanding any references in this term sheet to the credit risk retention rules and Regulation RR, the retaining sponsor, the third-party purchaser 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, the third-party purchaser 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), subject to the consent of the retaining sponsor (which consent may not be unreasonably withheld).

       
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 – JPMDB 2017-C7

 

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 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

 

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

 

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(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 subsequently been recovered from the related borrower or otherwise.

 

With respect to the Master Servicer and Special Servicer, the Excess Modification Fees collected and earned by such servicer from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such servicer from the related borrower within the prior 18 months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.00% of the outstanding principal balance of the related mortgage loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment. A “Modification Fee” with respect to any mortgage loan (other than the non-serviced mortgage loans) or Serviced Companion Loan is generally any fee with respect to a modification, extension, waiver or amendment of any mortgage loan and/or related Serviced Companion Loan (other than any 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 $25,000, then the Special Servicer will be entitled to an amount from the final payment on the related corrected loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that corrected loan (including any related Serviced Companion Loan) to be $25,000.

 

The “Excess Modification Fee Amount” for any corrected loan is an amount equal to any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related Serviced Companion Loan) and received and retained by the Master Servicer or the Special Servicer, as applicable, as additional servicing compensation within the prior 18 months of the related modification, waiver, extension or 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 a rate of 1.00% of the liquidation proceeds (exclusive of default interest) subject to a maximum of $1,000,000; provided, however, that no Liquidation Fee will be less than $25,000.

 

The Liquidation Fee with respect to any specially serviced loan 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.

 

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

 

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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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Moffett Place Building 4

 

(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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Moffett Place Building 4

 

 

(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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Moffett Place Building 4

  

Mortgage Loan Information   Property Information
Mortgage Loan Seller(1): GACC   Single Asset / Portfolio: Single Asset
Credit Assessment     Title: Fee
(Fitch / DBRS)(2): BBB- / A(low)   Property Type - Subtype: Office – Suburban
Original Principal Balance(3): $70,000,000   Net Rentable Area (SF): 314,352
Cut-off Date Principal Balance(3): $70,000,000   Location: Sunnyvale, CA
% of Pool by IPB: 6.3%   Year Built / Renovated: 2017 / N/A
Loan Purpose: Refinance   Occupancy: 100.0%
Borrower: MP B4 LLC   Occupancy Date: 10/6/2017
Sponsor(4): Joseph K. Paul   Number of Tenants: 1
Interest Rate: 3.63650%   2014 NOI(7): N/A
Note Date: 8/3/2017   2015 NOI(7): N/A
Maturity Date: 8/6/2027   2016 NOI(7): N/A
Interest-only Period: 60 months   TTM NOI(7): N/A
Original Term: 120 months   UW Economic Occupancy: 95.0%
Original Amortization(5): 360 months   UW Revenues: $17,794,328
Amortization Type: IO-Balloon   UW Expenses: $2,240,410
Call Protection(6): L(26),Def(87),O(7)   UW NOI: $15,553,919
Lockbox / Cash Management: Hard / In Place   UW NCF: $15,491,048
Additional Debt: Yes   Appraised Value / Per SF(8): $309,500,000 / $985
Additional Debt Balance: $57,000,000 / $98,000,000   Appraisal Date: 11/1/2018
Additional Debt Type: Pari Passu / Mezzanine Loan      
       

 

 

Escrows and Reserves(9)   Financial Information(3)
  Initial Monthly Initial Cap   Cut-off Date Loan / SF: $404  
Taxes: $499,913 $71,416 N/A   Maturity Date Loan / SF: $367  
Insurance: $0 Springing N/A   Cut-off Date LTV(8): 41.0%  
Replacement Reserves: $0 $0 N/A   Maturity Date LTV(8): 37.3%  
TI/LC: $0 $0 N/A   UW NCF DSCR(10): 2.29x  
Other: $30,293,713 $0 N/A   UW NOI Debt Yield: 12.2%  
               
 
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan(3) $127,000,000 56.4%   Payoff Existing Debt $107,948,334 48.0%
Mezzanine Loan 98,000,000 43.6      Upfront Reserves 30,793,626 13.7   
        Closing Costs 6,985,460 3.1 
        Return of Equity 79,272,579 35.2   
Total Sources $225,000,000 100.0%   Total Uses $225,000,000 100.0%

(1)The Moffett Place Building 4 Whole Loan (as defined below) was co-originated by Deutsche Bank AG, acting through its New York Branch (“DBNY”) and Wells Fargo Bank, National Association (“WFB”).

(2)Fitch and DBRS have confirmed that the Moffett Place Building 4 loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.

(3)The Moffett Place Building 4 loan is part of a whole loan evidenced by four senior pari passu notes with an aggregate original principal balance of $127.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the Moffett Place Building 4 Whole Loan (as defined below).

(4)Joseph K. Paul is the loan sponsor and Paul Guarantor LLC is the nonrecourse carve-out guarantor. See “Loan Sponsor” section below.

(5)The Moffett Place Building 4 Whole Loan will amortize in accordance with “Annex G – Assumed Principal Payment Schedule for the Moffett Place Building 4 Mortgage Loan” in the Preliminary Prospectus.

(6)The lockout period will be at least 26 payment dates beginning with and including the first payment date of September 6, 2017. Defeasance of the full $127.0 million Moffett Place Building 4 Whole Loan is permitted 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) August 3, 2020. The assumed lockout period of 26 payments is based on the expected JPMDB 2017-C7 securitization closing date in October 2017. The actual lockout period may be longer.

(7)Historical NOI is not available because construction of the property was completed in 2017.

  

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

 

 (J.P.Morgan LOGO)40 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Moffett Place Building 4

 

(8)Represents the “Prospective Market Value Upon Stabilization” Appraised Value which assumes that the borrower’s contractual tenant improvement and leasing commission obligations have been fulfilled, that there is no outstanding free rent, that payment of rent has commenced and that the Moffett Place Building 4 property is leased at a market rent level as of November 1, 2018. At origination, the borrower reserved approximately $30.3 million for outstanding tenant improvements and free rent associated with the Google lease. The “as-Is” Appraised Value is $269.1 million as of June 13, 2017, which represents a Cut-off Date LTV and Maturity Date LTV of 47.2% and 42.9%, respectively on the Moffett Place Building 4 Whole Loan. In addition, the appraisal concluded a dark value of $238.9 million as of June 13, 2017, which represents a Cut-off Date LTV and Maturity Date LTV of 53.2% and 48.3%, respectively.

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

(10)The UW NCF DSCR is calculated using the sum of interest and principal payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule. For more information, please reference “Annex G – Assumed Principal Payment Schedule for the Moffett Place Building 4 Mortgage Loan” in the preliminary prospectus.

 

The Loan. The Moffett Place Building 4 loan is secured by a first mortgage lien on the borrower’s fee interest in a 314,352 square foot office building located in Sunnyvale, California. The loan was co-originated by DBNY and WFB, has an outstanding principal balance as of the Cut-off Date of $127.0 million (the “Moffett Place Building 4 Whole Loan”) and is comprised of four senior pari passu notes. Note A-1, the controlling note, and Note A-2, with an aggregate outstanding principal balance as of the Cut-off Date of $70.0 million, are being contributed to the JPMDB 2017-C7 Trust. The non-controlling Note A-4 has been contributed to the BANK 2017-BNK7 Trust. The Moffett Place Building 4 Whole Loan has a 10-year term and following a five-year interest-only period, will amortize in accordance with the amortization schedule on Annex G to the preliminary prospectus. The most recent prior financing of the Moffett Place Building 4 property was not included in a securitization. The relationship between the holders of the Moffett Place Building 4 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.

 

Whole Loan Summary
Notes Original Balance Cut-off Date Balance   Note Holder Controlling Piece
A-1, A-2 $70,000,000 $70,000,000   JPMDB 2017-C7 Yes
A-3 25,250,000 25,250,000   DBNY No
A-4 31,750,000 31,750,000   BANK 2017-BNK7 No
Total $127,000,000 $127,000,000      

 

The Borrower. The borrowing entity for the Moffett Place Building 4 Whole Loan is MP B4 LLC, a Delaware limited liability company and special purpose entity.

 

The Loan Sponsor. The loan sponsor is Joseph K. Paul, the founder of Jay Paul Company. The nonrecourse carve-out guarantor is Paul Guarantor LLC, a Delaware limited liability company that is wholly owned by the Jay Paul Revocable Living Trust, of which Joseph K. Paul is trustee and grantor. Jay Paul Company is a privately-held real estate firm based in San Francisco, California that concentrates on the acquisition, development and management of commercial properties throughout California with a specific focus on creating projects for technology firms. Jay Paul Company has developed or acquired over 8.5 million square feet, of institutional quality space with an additional 6.0 million square feet under development, much of which is located near the Moffett Place Building 4 property in Sunnyvale. In addition, Jay Paul Company owns 21 buildings in Moffett Park totaling approximately 5.0 million square feet. Jay Paul Company has built projects for many companies including Apple, Google, Amazon, Motorola, Microsoft, Boeing, Philips Electronics, HP and DreamWorks.

 

The Property. The Moffett Place Building 4 property is an eight-story, 314,352 square foot, Class A office tower located in Sunnyvale, California approximately 39 miles southeast of the San Francisco central business district. The Moffett Place Building 4 property is 100.0% leased to Google Inc. (“Google”) through November 2028. Google took possession of the Moffett Place Building 4 property on August 1, 2017 and is currently constructing its interior improvements. Google is currently in a rent abatement period through October 2018 (which has been fully reserved for). Google is expected to complete its build-out and take occupancy in Fall 2018. The Moffett Place Building 4 property is part of Moffett Place, a 55.25-acre campus containing six 314,352 square foot office buildings, totaling approximately 1.9 million square feet of office space, and a 52,500 square foot amenities building. Google has pre-leased the entirety of the Moffett Place campus. In Phase I of Moffett Place, Google took possession of Buildings 1, 2 and 5. In Phase II, Google took possession of Building 3 (the sister building of the Moffett Place Building 4 property). Building 6 is under construction and Google is expected to occupy it upon completion. The overall parking ratio for Moffett Place is 3.3 spaces per 1,000 square feet of net rentable area within three parking structures and surface parking. Additionally, the top level of one of the parking structures is improved with the High Garden, which features walking and running trails, outdoor volleyball/basketball courts, bocce ball courts, a putting green, and other recreational facilities.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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)41 of 160  (Deutsche Bank LOGO)

 

 

Structural and Collateral Term Sheet   JPMDB 2017-C7
 
Moffett Place Building 4

 

The Moffett Place Building 4 property is located within the northern portion of Sunnyvale, California near the intersection of Bayshore Freeway (U.S. Highway 101) and State Highway 237. The Moffett Place Building 4 property is centrally located within 0.75 miles of five Santa Clara Valley Transportation Authority Light rail stations (the Moffett Park, Lockheed Martin, Borregas, Crossman and Fair Oaks stations). According to a third-party market research report, the 2017 estimated population within a three-, five- and 10-mile radius of the Moffett Place Building 4 property was 101,123, 342,356, and 1,320,658, respectively; while the 2017 estimated average household income within a three-, five- and 10-mile radius was $128,406, $144,058, $139,063, respectively.

 

According to the appraisal, the Moffett Place Building 4 property is located in the Sunnyvale submarket of the Silicon Valley and San Francisco Peninsula office market. As of the first quarter of 2017, the submarket contained approximately 10.9 million square feet of office space exhibiting a vacancy rate of approximately 2.2% and an average asking rental rate of $51.84 per square foot with an average Class A office asking rental rate of $58.20 per square foot. According to a third-party market research report, the Moffett Place Building 4 property is located in the Moffett Park office node within Sunnyvale, which contains approximately 6.9 million square feet of 4 & 5 star rated office inventory, exhibiting a vacancy rate of approximately 4.5% and an average asking rental rate of $61.42 per square foot.

 

Google does not directly lease the amenities building from the borrower. Instead, Google’s right to use the amenities building is contained within each individual lease. Google’s right to use the amenities building is exclusive during any period when Google leases the property and is non-exclusive for any period of time that an additional tenant leases space at the property in the future. Additionally, the amenities building and the parking structure are part of the common areas, which are owned in fee simple by an owners association, which is wholly owned by the borrower and affiliates of the borrower. The borrower has pledged its ownership interests in the owner’s association as collateral for the Moffett Place Building 4 Whole Loan.

 

The following table presents certain information relating to comparable office leasing for the Moffett Place Building 4 property:

 

Office Lease Comparables(1)
Address Tenant Lease Date Tenant SF Building SF Term
(yrs)
Actual Base Rent PSF Free Rent (mos) Tenant Improvement PSF Lease Type Rent Steps
Moffett Towers II Lab126 Mar-2017 350,663 350,663 10 $47.40 6 $70.00 New 3.0%
Moffett Gateway Google, Inc. Nov-2016 298,924 298,924 11 $44.40 9 $70.00 New 3.0%
10900 Tantau Avenue Panasonic May-2017 43,034 102,540   5 $51.00 1 $0.00 Renewal 3.0%
Tree