FWP 1 n882_ts-x5.htm FREE WRITING PROSPECTUS

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-206361-08

  

 

February 28, 2017 JPMCC 2017-JP5

 

 

Free Writing Prospectus

 

Structural and Collateral Term Sheet

 

 

JPMCC 2017-JP5

 

 

 

$ 1,092,982,047

(Approximate Mortgage Pool Balance)

 

$ 944,063,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 
 
 

Commercial Mortgage Pass-Through Certificates

Series 2017-JP5

 
 
 

JPMorgan Chase Bank, National Association

Starwood Mortgage Funding VI LLC

Mortgage Loan Sellers

 

J.P. Morgan

Lead Manager and Sole Bookrunner

 

Drexel Hamilton

 

 

Co-Managers

 

Academy Securities

 

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

 

 

 

February 28, 2017 JPMCC 2017-JP5

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Indicative Capital Structure

Publicly Offered Certificates

Class Expected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance
or Notional
Amount(1)
Approximate Initial Credit Support(2) Expected
Weighted
Avg. Life
(years)(3)
Expected
Principal
Window(3)
Certificate Principal to
Value
Ratio(4)
Underwritten
NOI Debt Yield(5)
A-1 Aaa(sf) / AAAsf / AAA(sf) $43,930,000 30.000% 2.76 4/17 – 1/22 41.4% 16.7%
A-2 Aaa(sf) / AAAsf / AAA(sf) $82,828,000 30.000% 4.79 1/22 – 1/22 41.4% 16.7%
A-3 Aaa(sf) / AAAsf / AAA(sf) $38,000,000 30.000% 6.71 12/23 – 12/23 41.4% 16.7%
A-4 Aaa(sf) / AAAsf / AAA(sf) $135,000,000 30.000% 9.63 11/26 – 11/26 41.4% 16.7%
A-5 Aaa(sf) / AAAsf / AAA(sf) $396,306,000 30.000% 9.77 11/26 – 1/27 41.4% 16.7%
A-SB Aaa(sf) / AAAsf / AAA(sf) $69,023,000 30.000% 7.34 1/22 – 11/26 41.4% 16.7%
X-A Aa1(sf) / AAAsf / AAA(sf) $836,131,000(6) N/A N/A N/A N/A N/A
X-B A1(sf) / AA-sf / AAA(sf) $51,917,000(6) N/A N/A N/A N/A N/A
X-C NR / A-sf / AAA(sf) $56,015,000(6) N/A N/A N/A N/A N/A
A-S Aa2(sf) / AAAsf / AAA(sf) $71,044,000 23.500% 9.86 1/27 – 2/27 45.2% 15.2%
B A1(sf) / AA-sf / AA+(sf) $51,917,000 18.750% 9.88 2/27 – 2/27 48.0% 14.3%
C NR / A-sf / A(sf) $56,015,000 13.625% 9.88 2/27 – 2/27 51.0% 13.5%

 

Privately Offered Certificates(7)

Class Expected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance
or Notional
Amount(1)
Approximate Initial Credit Support Expected
Weighted
Avg. Life
(years)(3)
Expected
Principal
Window(3)
Certificate Principal to
Value Ratio(4)
Underwritten
NOI Debt Yield(5)
D NR / BBBsf / BBB+(sf) $36,888,000(8) 10.250% 9.88 2/27 – 2/27 53.0% 13.0%
D-RR NR / BBB-sf / BBB(sf) $27,325,000(8) 7.750% 9.88 2/27 – 2/27 54.5% 12.6%
E-RR NR / BB-sf / BB-(sf) $28,691,000 5.125% 9.98 2/27 – 4/27 56.1% 12.3%
F-RR NR / NR / B-(sf) $17,761,000 3.500% 10.04 4/27 – 4/27 57.0% 12.1%
NR-RR NR / NR / NR $38,254,046 0.000% 10.04 4/27 – 4/27 59.1% 11.7%
(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%.

(2)The credit support percentages set forth for Class A-1, Class A-2, Class A-3, Class A-4, 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.

(3)Assumes 0% CPR / 0% CDR and a March 29, 2017 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated February 28, 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 and Class A-SB Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates. The Class A-1, Class A-2, Class A-3, Class A-4, 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.

(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 and Class A-SB Certificates) is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage loans and (b) the total initial Certificate Balance of all of the Classes of Principal Balance Certificates divided by the total initial Certificate Balance for such Class and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1, Class A-2, Class A-3, Class A-4, 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-C Notional Amounts are defined in the Preliminary Prospectus.

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

(8)The approximate initial Certificate Balances of the Class D and Class D-RR Certificates are estimated based in part on the estimated ranges of Certificate Balances and estimated fair values described in “Credit Risk Retention” in the Preliminary Prospectus. The Class D Certificate Balances are expected to fall within a range of $31,423,000 and $43,720,000, with the ultimate Certificate Balance determined, such that the aggregate fair value of the Yield-Priced Principal Balance Certificates will equal at least 5% of the estimated fair value of all of the classes of certificates (other than the Class R Certificates) issued by the issuing entity. The Class D-RR Certificate Balances are expected to fall within a range of $20,493,000 and $32,790,000, with the ultimate Certificate Balance determined such that the aggregate fair value of the Yield-Priced Principal Balance Certificates will equal at least 5% of the estimated fair value of all the classes of certificates (other than the Class R Certificates) issued by the issuing entity.

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Summary of Transaction Terms

 

Securities Offered: $944,063,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Lead Manager and Sole Bookrunner: J.P. Morgan Securities LLC.
Co-Managers: Drexel Hamilton, LLC and Academy Securities, Inc.
Mortgage Loan Sellers: JPMorgan Chase Bank, National Association (“JPMCB”) (84.6%) and Starwood Mortgage Funding VI LLC (“SMF VI”) (15.4%).
Master Servicer: Midland Loan Services, a Division of PNC Bank, National Association (“Midland”).
Special Servicer: LNR Partners, LLC (“LNR”).
Directing Certificateholder: LNR Securities Holdings, LLC (or its affiliate).
Trustee: Wells Fargo Bank, National Association.
Certificate Administrator: Wells Fargo Bank, National Association.
Operating Advisor: Pentalpha Surveillance LLC.
Asset Representations Reviewer: Pentalpha Surveillance LLC.
Rating Agencies: Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, Inc. (“KBRA”).
U.S. Credit Risk Retention:

SMF VI, an indirect wholly-owned subsidiary of Starwood Property Trust, Inc., is expected to act as the “retaining sponsor” for this securitization and intends to satisfy the U.S. credit risk retention requirement through the purchase by LNR Securities Holdings, LLC, a majority-owned affiliate (as defined in Regulation RR) of SMF VI, from the depositor, on the Closing Date, of an “eligible horizontal residual interest”, which will be comprised of the Class D-RR, Class E-RR, Class F-RR and Class NR-RR certificates. The aggregate estimated fair value of the Class D-RR, Class E-RR, Class F-RR and Class NR-RR certificates will equal at least 5% of the estimated fair value of all of the certificates (other than the Class R Certificates) issued by the issuing entity.

 

SMF VI, in its capacity as the “retaining sponsor” for this transaction, will be required to comply with the hedging, transfer and financing restrictions applicable to a “retaining sponsor” under the credit risk retention rules, which generally prohibit the transfer of the applicable certificates except to a “majority-owned affiliate” of the “retaining sponsor”. The restrictions on hedging and transfer under the credit risk retention rules as in effect on the closing date of this transaction will expire on and after the date that is the latest of (i) the date on which the aggregate principal balance of the mortgage loans has been reduced to 33% of the aggregate principal balance of the mortgage loans as of the Cut-off Date; (ii) the date on which the total unpaid principal obligations under the certificates has been reduced to 33% of the aggregate total unpaid principal obligations under the certificates as of the Closing Date; or (iii) two years after the Closing Date. In particular, this means that SMF VI (or a majority-owned affiliate) is expected to have a longer minimum holding period than the minimum five-year holding period that is generally applicable to a “third party purchaser” under the credit risk retention rules as in effect on the Closing Date of this transaction.

 

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

EU Credit Risk Retention: The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Pricing Date: On or about March 6, 2017.
Closing Date: On or about March 29, 2017.
Cut-off Date: With respect to each mortgage loan, the related due date in March 2017, or with respect to any mortgage loan that has its first due date in April 2017, the date that would otherwise have been the related due date in March 2017.
Distribution Date: The 4th business day after the Determination Date in each month, commencing in April 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 April 2017.
Assumed Final Distribution Date: The Distribution Date in April 2027 which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date: The Distribution Date in March 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 X-C, Class A-S, Class B and Class C Certificates (the “Publicly Offered Certificates”) will be offered publicly. The Class D, Class D-RR, Class E-RR, Class F-RR, Class NR-RR and Class R Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors and to institutions that are not U.S. Persons pursuant to Regulation S.
SMMEA Status: The Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
ERISA: The Publicly Offered Certificates are expected to be ERISA eligible.

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Summary of Transaction Terms

 

Optional Termination: On any Distribution Date on which the aggregate principal balance of the pool of mortgage loans is less than (or, in the case of clause (ii) below, less than or equal to) the greater of (i) 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date, or (ii) if the mortgage loan identified on Annex A-1 to the Preliminary Prospectus as “Moffett Gateway” is an asset of the trust fund, the product of (x) a percentage that is calculated by dividing (A) the sum of the outstanding principal balance of the mortgage loan identified on Annex A-1 to the Preliminary Prospectus as “Moffett Gateway” on any date of determination and 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date by (B) the aggregate principal balance of the mortgage loans as of the Cut-off Date and (y) the aggregate principal balance of the mortgage loans as of the Cut-off Date, certain entities specified in the Preliminary Prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus (provided, however, that the termination right will not be exercisable in connection with the percentage threshold in (ii) above prior to the Distribution Date in April 2027). Refer to “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus.
Minimum Denominations: The Publicly Offered Certificates (other than the Class X-A, Class X-B and Class X-C 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-C 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 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.

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Collateral Characteristics

 

Loan Pool  
  Initial Pool Balance (“IPB”): $1,092,982,047
  Number of Mortgage Loans: 43
  Number of Mortgaged Properties: 59
  Average Cut-off Date Balance per Mortgage Loan: $25,418,187
  Weighted Average Current Mortgage Rate: 4.67097%
  10 Largest Mortgage Loans as % of IPB: 56.6%
  Weighted Average Remaining Term to Maturity: 112 months
  Weighted Average Seasoning: 2 months
     
Credit Statistics  
  Weighted Average UW NCF DSCR(1)(2): 1.97x
  Weighted Average UW NOI Debt Yield(1): 11.7%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(1)(3): 59.1%
  Weighted Average Maturity Date LTV(1)(3): 52.5%
     
Other Statistics  
  % of Mortgage Loans with Additional Debt: 18.3%
  % of Mortgaged Properties with Single Tenants: 13.5%
     
Amortization  
  Weighted Average Original Amortization Term(4): 355 months
  Weighted Average Remaining Amortization Term(4): 354 months
  % of Mortgage Loans with Amortizing Balloon: 39.2%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 32.0%
  % of Mortgage Loans with Interest-Only: 28.2%
  % of Mortgage Loans with Amortization followed by Interest-Only followed by Balloon: 0.6%
     
Cash Management(5)  
  % of Mortgage Loans with In-Place, CMA Lockboxes: 54.7%
  % of Mortgage Loans with Springing Lockboxes: 23.2%
  % of Mortgage Loans with In-Place, Hard Lockboxes: 20.7%
  % of Mortgage Loans with No Lockboxes: 1.4%
     
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 77.3%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 21.7%
  % of Mortgage Loans Requiring Monthly CapEx Reserves(6): 59.0%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(7): 58.3%
     
(1)In the case of Loan Nos. 1, 2, 3, 4, 5 and 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(s). In the case of Loan Nos. 1, 2 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. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(3)In the case of Loan Nos. 2, 12 and 21, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(4)Excludes seven mortgage loans that are interest-only for the entire term.

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

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

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Collateral Characteristics

 

Mortgage Loan Seller 

Number of
Mortgage Loans 

Number of
Mortgaged
Properties 

Aggregate
Cut-off Date
Balance 

% of 

IPB 

JPMCB(1) 22 22 $924,280,100 84.6%
SMF VI 21 37 168,701,947 15.4
Total: 43 59 $1,092,982,047 100.0%
(1)In the case of Loan No. 1, the whole loan was co-originated by JPMCB, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A. In the case of Loan No. 4, the whole loan was co-originated by JPMCB and Société Générale.

                       
Ten Largest Mortgage Loans
 
No. Loan Name Mortgage
Loan Seller
No.
of
Prop.
Cut-off Date
Balance
% of
IPB
SF/Units/
Rooms/Beds
Property
Type
UW
NCF
DSCR(1)(3)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(2)
Maturity
Date
LTV(1)(2)
1 Hilton Hawaiian Village JPMCB 1 $80,000,000 7.3% 2,860 Hotel 4.47x 19.0% 31.2% 31.2%
2 Moffett Gateway JPMCB 1 $80,000,000 7.3% 612,691 Office 1.95x 11.9% 46.3% 39.3%
3 Dallas Design District JPMCB 1 $75,000,000 6.9% 728,452 Industrial 1.28x 9.4% 62.1% 55.3%
4 Fresno Fashion Fair Mall JPMCB 1 $69,000,000 6.3% 536,106 Retail 2.19x 8.3% 57.5% 57.5%
5 Riverway JPMCB 1 $64,763,123 5.9% 869,120 Office 1.42x 10.3% 72.4% 59.6%
6 55 Hawthorne JPMCB 1 $61,500,000 5.6% 136,432 Office 2.61x 11.8% 50.0% 50.0%
7 Bardmoor Palms JPMCB 1 $55,352,648 5.1% 553,485 Mixed Use 1.39x 9.4% 73.8% 60.3%
8 Landmark Square JPMCB 1 $51,000,000 4.7% 757,917 Mixed Use 2.19x 12.0% 56.9% 56.9%
9 Centre Market Building JPMCB 1 $41,842,074 3.8% 388,122 Office 2.48x 18.2% 47.0% 34.6%
10 Courtyard Marriott - King Kamehameha JPMCB 1 $39,945,058 3.7% 452 Hotel 3.06x 18.6% 30.0% 25.3%
                       
  Top 3 Total/Weighted Average 3 $235,000,000 21.5%     2.59x 13.5% 46.2% 41.6%
  Top 5 Total/Weighted Average 5 $368,763,123 33.7%     2.31x 12.0% 52.9% 47.8%
  Top 10 Total/Weighted Average 10 $618,402,903 56.6%     2.31x 12.6% 52.9% 47.5%

(1)In the case of Loan Nos. 1, 2, 3, 4, 5 and 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(s). In the case of Loan Nos. 1, 2 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. 2, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.
(3)In the case of Loan No. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments following the expiration of the interest-only period based on the principal payment schedule provided in Annex F of the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Collateral Characteristics

 

Pari Passu Companion Loan Summary
   

No.

Loan Name

Trust Cut-off Date Balance

Pari Passu Loan(s) Cut-off Date Balance

Total Mortgage Loan Cut-off Date
Balance(1)

Controlling Pooling & Servicing Agreement

Master Servicer

Special Servicer

Voting Rights

1 Hilton Hawaiian Village $80,000,000 $616,600,000 $696,600,000 Hilton USA Trust 2016-HHV Wells Fargo Aegon Hilton USA Trust 2016-HHV
2 Moffett Gateway $80,000,000 $163,000,000 $243,000,000 JPMCC 2016-JP4 Wells Fargo LNR JPMCC 2016-JP4
3 Dallas Design District $75,000,000 $45,000,000 $120,000,000 JPMCC 2017-JP5 Midland LNR JPMCC 2017-JP5
4 Fresno Fashion Fair Mall $69,000,000 $256,000,000 $325,000,000 JPMDB 2016-C4 Wells Fargo Midland JPMDB 2016-C4
5 Riverway $64,763,123 $62,770,411 $127,533,534 JPMCC 2016-JP4 Wells Fargo LNR JPMCC 2016-JP4
8 Landmark Square $51,000,000 $49,000,000 $100,000,000 JPMCC 2017-JP5 Midland LNR JPMCC 2017-JP5
                   
(1)In the case of Loan Nos.1 and 2, the Total Mortgage Loan Cut-off Date Balance excludes the related Subordinate Companion Loan(s).

 

Additional Debt Summary(1)
 

No.

Loan Name

Trust
Cut-off Date Balance

Subordinate Debt Cut-off Date
Balance(2)

Total Debt Cut-off Date Balance

Mortgage Loan UW NCF DSCR(2)(3)

Total Debt UW NCF DSCR(3)

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

Total Debt Cut-off Date LTV(4)

Mortgage Loan UW NOI Debt Yield(2)

Total Debt UW NOI Debt Yield

1 Hilton Hawaiian Village $80,000,000 $578,400,000 $1,275,000,000 4.47x 2.44x 31.2% 57.2% 19.0% 10.4%
2 Moffett Gateway $80,000,000 $152,000,000 $395,000,000 1.95x 1.22x 46.3% 75.2% 11.9% 7.3%
10 Courtyard Marriott - King Kamehameha $39,945,058 $14,979,397 $54,924,454 3.06x 1.94x 30.0% 41.3% 18.6% 13.5%
(1)In the case of Loan Nos. 1 and 10, subordinate debt represents one or more Subordinate Companion Loans. In the case of Loan No. 2, subordinate debt represents a Subordinate Companion Loan and a mezzanine loan.

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

(3)In the case of Loan No. 2, 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 F of the Preliminary Prospectus. In the case of Loan No. 10, the Mortgage Loan UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(4)In the case of Loan No. 2, the Mortgage Loan Cut-off Date LTV and the Total Debt Cut-off Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Collateral Characteristics

 

Mortgaged Properties by Type(1)
 
         

Weighted Average

Property Type  Property Subtype Number of Properties Cut-off Date Principal
Balance
% of
IPB
Occupancy UW
NCF
DSCR(2)(3)
UW
NOI Debt Yield(2)
Cut-off
Date
LTV(2)(4)
Maturity
Date
LTV(2)(4)
Office Suburban 9 $313,488,123   28.7% 90.4% 1.65x 10.8% 63.1% 55.6%
  CBD 2 103,342,074   9.5  95.2% 2.56x 14.4% 48.8% 43.8%
  Subtotal: 11 $416,830,197   38.1% 91.6% 1.87x 11.7% 59.5% 52.7%
                   
Retail Anchored 6 $121,813,314   11.1% 94.3% 1.35x 9.3% 68.4% 58.0%
  Super Regional Mall 1 69,000,000   6.3   89.3% 2.19x 8.3% 57.5% 57.5%
  Unanchored 2 7,731,809   0.7   100.0% 1.32x 9.9% 71.1% 59.5%
  Shadow Anchored 1 6,581,000   0.6   93.9% 1.51x 10.5% 74.9% 66.1%
  Freestanding 2 6,086,930   0.6   100.0% 1.54x 9.9% 56.2% 49.3%
  Subtotal: 12 $211,213,053   19.3% 93.0% 1.63x 9.1% 64.8% 57.9%
                   
Hotel Full Service 5 $183,287,842   16.8% 82.9% 3.20x 16.1% 42.1% 38.3%
  Limited Service 2 12,505,845   1.1    71.9% 1.87x 13.2% 65.3% 52.1%
  Extended Stay 1 11,882,296   1.1    76.7% 1.70x 10.9% 66.7% 54.8%
  Subtotal: 8 $207,675,983   19.0% 81.9% 3.03x 15.7% 44.9% 40.1%
                   
Mixed Use Office/Retail 3 $61,442,484   5.6% 87.1% 2.05x 11.6% 58.9% 57.0%
  Office/Industrial 1 55,352,648   5.1    100.0% 1.39x 9.4% 73.8% 60.3%
  Subtotal: 4 $116,795,132   10.7% 93.2% 1.74x 10.6% 66.0% 58.6%
                   
Industrial Flex 3 $85,950,000   7.9% 98.1% 1.36x 9.8% 62.5% 56.1%
  Warehouse 1 14,215,053   1.3    90.7% 1.39x 11.5% 72.3% 60.1%
  Subtotal: 4 $100,165,053   9.2% 97.1% 1.36x 10.0% 63.9% 56.7%
                   
Multifamily Garden 18 $31,064,623   2.8% 95.6% 1.52x 11.0% 68.4% 61.4%
  Mid-Rise 1 6,438,005   0.6    95.5% 1.70x 14.0% 55.1% 42.0%
  Subtotal: 19 $37,502,628   3.4% 95.6% 1.55x 11.5% 66.1% 58.1%
                   
Manufactured Housing Manufactured Housing 1 $2,800,000   0.3% 77.4% 1.48x 10.1% 71.4% 60.7%
                   
  Total / Weighted Average: 59 $1,092,982,047   100.0% 90.8% 1.97x 11.7% 59.1% 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 and 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(s). In the case of Loan Nos. 1, 2 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).
(3)In the case of Loan No. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(4)In the case of Loan Nos. 2, 12 and 21, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
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) 

California 4 $222,350,000 20.3%    96.4% 2.18x 10.6% 51.8% 48.6%
Texas 9 180,293,502 16.5    89.3% 1.40x 9.9% 66.0% 58.4%
Hawaii 2 119,945,058 11.0    91.4% 4.00x 18.9% 30.8% 29.2%
Florida 4 94,306,221 8.6    95.5% 1.50x 9.9% 67.7% 56.2%
Georgia 4 76,332,165 7.0    82.2% 1.45x 10.6% 67.6% 61.2%
Illinois 17 73,763,123 6.7    95.1% 1.47x 10.6% 70.5% 58.8%
Connecticut 1 51,000,000 4.7    84.9% 2.19x 12.0% 56.9% 56.9%
New Jersey 1 41,842,074 3.8    88.1% 2.48x 18.2% 47.0% 34.6%
Virginia 1 38,000,000 3.5    85.6% 2.18x 10.4% 62.1% 62.1%
Massachusetts 1 33,424,589 3.1    98.1% 1.21x 8.6% 71.0% 59.9%
Maryland 1 33,250,000 3.0    79.0% 1.45x 10.1% 73.7% 64.9%
Ohio 3 28,102,500 2.6    93.9% 1.47x 11.6% 67.6% 55.4%
Michigan 1 21,100,000 1.9    71.7% 1.50x 12.0% 63.9% 55.6%
Nevada 1 19,750,000 1.8    100.0%   1.33x 9.3% 64.8% 56.1%
North Carolina 1 16,475,654 1.5    69.2% 1.89x 12.2% 65.1% 53.6%
Alabama 1 8,850,000 0.8    94.5% 1.34x 9.8% 74.5% 65.1%
Oklahoma 1 6,581,000 0.6    93.9% 1.51x 10.5% 74.9% 66.1%
Pennsylvania 2 6,385,157 0.6    97.8% 1.33x 10.0% 66.4% 55.7%
Wisconsin 1 6,335,152 0.6    100.0%   1.28x 9.3% 73.1% 64.2%
South Carolina 1 6,170,852 0.6    79.2% 1.91x 14.1% 68.6% 52.4%
Arizona 1 5,925,000 0.5    100.0%   1.40x 10.6% 70.7% 60.8%
Minnesota 1 2,800,000 0.3    77.4% 1.48x 10.1% 71.4% 60.7%
Total / Weighted Average: 59 $1,092,982,047 100.0% 90.8% 1.97x 11.7% 59.1% 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 and 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(s). In the case of Loan Nos. 1, 2 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).

(3)In the case of Loan No. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(4)In the case of Loan Nos. 2, 12 and 21, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

 (J.P.MORGAN LOGO) 10 of 156 

 

 

Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

       

Weighted Average

Range of Cut-off Date
Principal Balances
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
$2,786,930  - $9,999,999 17 $99,526,292      9.1% 5.32565% 118 1.58x 11.3% 66.7% 57.1%
$10,000,000  - $19,999,999 8 124,002,796 11.3 5.04839% 110 1.53x 10.7% 67.3% 57.5%
$20,000,000  - $24,999,999 2 44,600,000   4.1 4.98130% 119 1.39x 10.4% 69.6% 60.2%
$25,000,000  - $49,999,999 8 288,237,188 26.4 4.83256% 98 1.90x 12.3% 58.7% 51.8%
$50,000,000  - $80,000,000 8 536,615,771 49.1 4.34975% 118 2.24x 11.7% 55.1% 50.2%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 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
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
3.31940%  - 3.99999% 2 $149,000,000    13.6% 3.44332% 119 2.06x 10.2% 51.5% 47.7%
4.00000%  - 4.49999% 4 221,342,074 20.3 4.23041% 111 3.18x 15.4% 44.7% 42.4%
4.50000%  - 4.99999% 14 406,872,933 37.2 4.84369% 112 1.70x 11.2% 64.6% 56.1%
5.00000%  - 5.75200% 23 315,767,040 28.9 5.33653% 109 1.44x 10.3% 65.7% 57.2%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

 

Original Term to Maturity in Months

 

       

Weighted Average

Original Term to
Maturity in Months
Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW NCF DSCR(1)(2) UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
60 3 $88,006,451     8.1% 5.17654% 58 1.41x 10.0% 68.0% 64.0%
84 1 38,000,000  3.5 4.20000% 81 2.18x 10.4% 62.1% 62.1%
120 38 886,975,596 81.2 4.76289% 118 2.02x 11.9% 59.2% 52.1%
126 1 80,000,000  7.3 3.31940% 121 1.95x 11.9% 46.3% 39.3%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%
                   
Remaining Term to Maturity in Months

 

  Weighted Average
Range of Remaining Term to
Maturity in Months
Number
of Loans
Cut-off Date Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
58  - 114 4 $126,006,451   11.5% 4.88204% 65 1.64x 10.1% 66.2% 63.4%
115  - 121 39 966,975,596 88.5 4.64347% 118 2.02x 11.9% 58.2% 51.1%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%
                               

(1)In the case of Loan Nos. 1, 2, 3, 4, 5 and 8, 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. 1, 2 and 10, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(2)In the case of Loan No. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(3)In the case of Loan Nos. 2, 12 and 21, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

 

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

 

 (J.P.MORGAN LOGO) 11 of 156 

 

 

Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Collateral Characteristics

 

Original Amortization Term in Months

 

        Weighted Average
Original
Amortization
Term in Months
Number of Loans Cut-off Date Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 7 $308,500,000   28.2% 4.20527% 112 2.86x 12.7% 49.6% 49.6%
300 5 63,117,927   5.8 4.80092% 118 2.21x 16.5% 52.7% 39.3%
360 31 721,364,119 66.0 4.85877% 111 1.58x 10.8% 63.7% 54.9%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 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 UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 7 $308,500,000  28.2% 4.20527% 112 2.86x 12.7% 49.6% 49.6%
297 - 356 5 63,117,927     5.8 4.80092% 118 2.21x 16.5% 52.7% 39.3%
357 - 360 31 721,364,119   66.0 4.85877% 111 1.58x 10.8% 63.7% 54.9%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

 

Amortization Types

 

       

Weighted Average

Amortization Types Number
of Loans
Cut-off Date Principal
Balance
% of
IPB
Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
Balloon 21 $428,540,895   39.2% 5.01381% 111 1.72x 11.9% 62.9% 52.1%
IO-Balloon 14 349,606,000 32.0 4.64629% 112 1.51x 10.5% 62.6% 55.4%
Interest Only 7 308,500,000 28.2 4.20527% 112 2.86x 12.7% 49.6% 49.6%
Amortizing-IO-Balloon 1 6,335,152   0.6 5.52000% 118 1.28x 9.3% 73.1% 64.2%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 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 UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
1.21x  - 1.24x 1 $33,424,589     3.1% 5.75200% 118 1.21x 8.6% 71.0% 59.9%
1.25x  - 1.74x 28 539,643,591 49.4 5.03256% 108 1.41x 10.1% 68.3% 59.0%
1.75x  - 2.24x 10 296,626,735 27.1 4.14102% 114 2.06x 11.0% 56.0% 52.3%
2.25x  - 2.74x 2 103,342,074  9.5 4.26552% 118 2.56x 14.4% 48.8% 43.8%
2.75x  - 4.47x 2 119,945,058 11.0 4.40281% 117 4.00x 18.9% 30.8% 29.2%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

(1)In the case of Loan Nos. 1, 2, 3, 4, 5 and 8, 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. 1, 2 and 10, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(2)In the case of Loan No. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(3)In the case of Loan Nos. 2, 12 and 21, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

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Collateral Characteristics

 

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

 

        Weighted Average
Range of
Cut-off Date LTVs
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
30.0%  - 49.9% 5 $245,087,132    22.4% 4.07363% 118 3.04x 16.4% 38.9% 33.7%
50.0%  - 59.9% 6 226,891,578 20.8 4.29886% 118 2.19x 10.7% 55.6% 53.5%
60.0%  - 64.9% 10 227,389,053 20.8 5.02665% 104 1.57x 10.2% 62.8% 56.5%
65.0%  - 69.9% 8 112,843,468 10.3 5.02968% 97 1.52x 10.9% 68.0% 59.5%
70.0%  - 74.9% 14 280,770,817 25.7 5.06088% 114 1.38x 9.8% 73.1% 62.0%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

 

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

 

       

Weighted Average

Range of
Maturity Date LTVs
Number of Loans Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
25.3%  - 44.9% 5 $248,225,137    22.7% 4.09476% 119 3.02x 16.4% 39.2% 33.7%
45.0%  - 49.9% 3 36,040,502   3.3 4.74159% 119 1.56x 10.2% 59.3% 48.8%
50.0%  - 54.9% 9 144,039,098 13.2 4.67208% 118 2.12x 11.8% 58.2% 51.7%
55.0%  - 59.9% 11 398,494,206 36.5 4.89623% 113 1.61x 9.9% 63.8% 57.5%
60.0%  - 69.6% 15 266,183,105 24.4 4.86093% 100 1.51x 10.0% 71.1% 63.5%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

 

Prepayment Protection

 

       

Weighted Average

Prepayment Protection Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
Defeasance(5) 29 $584,071,768   53.4% 4.69163% 113 1.77x 11.0% 61.6% 54.6%
Yield Maintenance 10 323,684,625 29.6 4.93902% 108 1.72x 11.9% 61.2% 52.6%
Defeasance or Yield Maintenance 4 185,225,654 16.9 4.13740% 117 3.06x 13.4% 47.6% 45.6%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

 

Loan Purpose

 

       

Weighted Average

Loan Purpose Number of Loans Cut-off Date Principal Balance % of IPB Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW
NOI
DY(1)
Cut-off
Date LTV(1)(3)
Maturity Date LTV(1)(3)
Refinance 25 $688,580,039    63.0% 4.75054% 114 2.05x 12.4% 56.3% 49.0%
Acquisition 16 326,402,008 29.9 4.71603% 106 1.77x 10.8% 65.3% 58.8%
Recapitalization 2 78,000,000   7.1 3.78004% 116 2.15x 8.8% 57.5% 57.0%
Total / Weighted Average: 43 $1,092,982,047 100.0% 4.67097% 112 1.97x 11.7% 59.1% 52.5%

(1)In the case of Loan Nos. 1, 2, 3, 4, 5 and 8, 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. 1, 2 and 10, the UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

(2)In the case of Loan No. 2, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 months following the expiration of the interest-only period based on the assumed principal payment schedule provided on Annex F to the Preliminary Prospectus. In the case of Loan No. 10, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 payments allocable to the Mortgage Loan following the Cut-off Date based on a pro rata allocation between the Mortgage Loan and Subordinate Companion Loan of principal payable on the related Whole Loan in accordance with the amortization schedule set forth in Annex G to the Preliminary Prospectus.

(3)In the case of Loan Nos. 2, 12 and 21, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

  

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

 

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Collateral Characteristics

 

Previous Securitization History(1)

 

No. Loan Name Location Property Type Previous Securitization
1 Hilton Hawaiian Village Honolulu, HI Hotel HILT 2013-HLT
3 Dallas Design District Dallas, TX Industrial JPMCC 2015-FL7
9 Centre Market Building Newark, NJ Office JPMCC 2012-CBX
10 Courtyard Marriott - King Kamehameha Kailua-Kona, HI Hotel MSBAM 2014-C17
15 Marriott Galleria Houston, TX Hotel BCMS 2007-BBA8
16 Royal Oaks Plaza Houston, TX Retail JPMCC 2007-CB19
17 Las Palmas San Antonio, TX Retail JPMCC 2007-CB19
18 Liberty Center Troy, MI Office MSC 2007-IQ14
19 Ocotillo Plaza Las Vegas, NV Retail GECMC 2007-C1
23 Partridge Inn Augusta Augusta, GA Hotel GCCFC 2007-GG9
25 TownePlace Suites Dallas Las Colinas Irving, TX Hotel CDGJ 2014-BXCH
29 Montgomery Triangle Gateway Cincinnati, OH Mixed Use MSC 2007-IQ16
30 Neilson Square Enid, OK Retail CWCI 2007-C2
32.02 St. Albans Circle Newton Square, PA Mixed Use JPMCC 2006-CB16
33 Lake Geneva Commons Lake Geneva, WI Retail JPMCC 2007-CB20
35 Holiday Inn Express Orangeburg Orangeburg, SC Hotel MSC 2007-HQ11
(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.

 

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

 

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Class A-2(1)

 

No. 

Loan Name 

Location 

Cut-off Date Balance 

% of IPB 

Maturity Date Balance 

% of Certificate Class(2) 

Original Loan Term 

Remaining Loan Term 

UW NCF DSCR 

UW NOI Debt Yield 

Cut-off Date LTV 

Maturity Date LTV 

11 Milton Park Alpharetta, GA $39,900,000     3.7% $38,114,571   46.0% 60 58 1.36x 10.1% 69.6% 66.5%
15 Marriott Galleria Houston, TX $31,921,895 2.9 29,623,451 35.8 60 58 1.51x 10.0% 62.6% 58.1%
22 Woodglen Village Houston, TX $16,184,557 1.5 15,090,737 18.2 60 58 1.34x 9.7% 74.6% 69.6%
 Total / Weighted Average:   $88,006,451     8.1% $82,828,759 100.0% 60 58 1.41x 10.0% 68.0% 64.0%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates, including the Class A-2 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5

 

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 

UW NOI Debt Yield 

Cut-off Date LTV 

Maturity Date LTV 

12 Reston EastPointe Reston, VA    $38,000,000 3.5%    $38,000,000 100.0% 84 81 2.18x 10.4% 62.1% 62.1%
 Total     $38,000,000 3.5%    $38,000,000 100.0% 84 81 2.18x 10.4% 62.1% 62.1%
(1)The table above presents the mortgage loan 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.

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Structural Overview

 

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

On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R Certificates) at the applicable pass-through rate will be distributed in the following order of priority to the extent of available funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B and Class X-C Certificates (the “Senior Certificates”), on a pro rata basis, based on the interest entitlement for each such Class on such date, and then to the Class A-S, Class B, Class C, Class D, Class D-RR, Class E-RR, Class F-RR and Class NR-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 D-RR, Class E-RR, Class F-RR and Class NR-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 pass-through rate on the Class B Certificates for the related Distribution Date.

 

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

 

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

     
   Distribution of Principal:  

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

 

first, to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB planned principal balance for the related Distribution Date set forth in Annex E to the Preliminary Prospectus, second, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, third, to the Class A-2 Certificates, until the Certificate Balance of such Class is reduced to zero, fourth, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero, fifth, to the Class A-4 Certificates, until the Certificate Balance of such Class is reduced to zero, 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 D-RR, Class E-RR, Class F-RR and Class NR-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 Certificates will be distributed 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 D-RR, Class E-RR, Class F-RR

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Structural Overview

 

   

and Class NR-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-C Certificates (the “Class X Certificates”) will not be entitled to receive distributions of principal; however, the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificates, the notional amount of the Class X-B Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class B Certificates and the notional amount of the Class X-C Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class C Certificates.

     
   Yield Maintenance / Fixed Penalty Allocation:  

For purposes of the distribution of Yield Maintenance Charges on any Distribution Date, Yield Maintenance Charges collected in respect of the mortgage loans will first be allocated pro rata among four groups (based on the aggregate amount of principal distributed to the Principal Balance Certificates in each group), consisting of (a) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S and Class X-A Certificates (“YM Group A”), (b) the Class B and Class X-B Certificates (“YM Group B”), (c) the Class C and Class X-C Certificates (“YM Group C”), (d) the Class D Certificates (“YM Group D”) and (e) the Class D-RR, Class E-RR, Class F-RR and Class NR-RR Certificates (“YM Group RR”). As among the Classes of Certificates in each YM Group, other than the YM Group D and 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 X Principal Paid to Class X (Pass-Through Rate on Class – Discount Rate)
    Charge Total Principal Paid (Mortgage Rate on Loan – Discount Rate)
             
   

As among the Classes of Certificates in the YM Group D and 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 X Principal Paid to Class    
    Charge Total Principal Paid to
the related YM Group
   
             
   

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

     
   Realized Losses:  

Losses on the mortgage loans will be allocated first to the Class NR-RR, Class F-RR, Class E-RR, Class D-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-C Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates that are components of the notional amounts of the Class X-A, Class X-B and Class X-C Certificates, respectively.

 

Losses on each pari passu Whole Loan will be allocated, pro rata, between the related mortgage loan and the related pari passu companion loan(s), based upon their respective principal balances. With respect to the Hilton Hawaiian Village Whole Loan, the Moffett Gateway Whole Loan and the Courtyard Marriott - King Kamehameha Whole Loan, losses will be allocated first to each related subordinate companion loan(s) until reduced to zero and then to the related mortgage loan and any related pari passu companion loans, pro rata, based on their respective principal balances.

     
   Interest Shortfalls:  

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

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Structural Overview

 

             
   

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

     
   Appraisal Reduction Amounts:  

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

 

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

 

In general, the Appraisal Reduction Amounts that are allocated to the mortgage loans are notionally allocated to reduce, in reverse sequential order, the Certificate Balance of each Class of Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates) beginning with the Class NR-RR Certificates for certain purposes, including certain voting rights and the determination of the controlling class. As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated to the related mortgage loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate class of certificates then-outstanding (i.e., first, to Class NR-RR Certificates; second, to the Class F-RR Certificates; third, to the Class E-RR Certificates; fourth, to the Class D-RR Certificates; fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates, eighth, to the Class A-S Certificates and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).

 

With respect to each serviced pari passu Whole Loan, the Appraisal Reduction Amount is notionally allocated, pro rata, between the related mortgage loan and the related serviced pari passu companion loan(s), based upon their respective principal balances. With respect to the Courtyard Marriott - King Kamehameha Whole Loan, all appraisal reductions will first be allocated to the related subordinate companion loan until reduced to zero and then to the related mortgage loan.

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

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

     
   Whole Loans:  

Seven mortgage loans are each evidenced by one mortgage loan and one or more companion loans (each a “Companion Loan” and collectively with the related mortgage loan, a “Whole

 

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

 

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Loan”), 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 six (6) of the Whole Loans, referred to as the “Hilton Hawaiian Village Whole Loan”, the “Moffett Gateway Whole Loan”, the “Fresno Fashion Fair Mall Whole Loan”, the “Riverway Whole Loan”, the “Dallas Design District Whole Loan” and the “Landmark Square Whole Loan”, one or more related Companion Loans are pari passu with the related mortgage loan (these Companion Loans are also referred to as the “Pari Passu Companion Loans”). In the case of each of the Hilton Hawaiian Village Whole Loan, the Moffett Gateway Whole Loan and the “Courtyard Marriott - King Kamehameha 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 (if any) (these Companion Loans are also referred to as the “Subordinate Companion Loans”).

 

The Dallas Design District Companion Loan, the Landmark Square Companion Loan and the Courtyard Marriott - King Kamehameha Subordinate Companion Loan are referred to as “Serviced Companion Loans”.

 

The Dallas Design District Whole Loan, the Landmark Square Whole Loan and the Courtyard Marriott - King Kamehameha Whole Loan (each, a “Serviced Whole Loan”) will be serviced under the pooling and servicing agreement for the JPMCC 2017-JP5 transaction (the “Pooling and Servicing Agreement”).

 

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

 

The Moffett Gateway Whole Loan and the Riverway Whole Loan are being serviced and administered pursuant to the JPMCC 2016-JP4 pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Moffett Gateway Whole Loan” and “—The Riverway Whole Loan” in the Preliminary Prospectus.

 

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

 

The Hilton Hawaiian Village Whole Loan, the Moffett Gateway Whole Loan, the Fresno Fashion Fair Mall Whole Loan and the Riverway Whole Loan are each a “Non-Serviced Whole Loan” and collectively the “Non-Serviced Whole Loans”.

     
   Highlighted Servicing Provisions:  

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

 

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

 

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

 

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

 

A fee restricted period will end and the Special Servicer will generally be entitled to the special

 

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

 

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servicing fees payable with respect to any specially serviced loan after such mortgage loan would become a specially serviced loan for any other reason.

 

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

 

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

 

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

     
   Liquidated Loan Waterfall:   On liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan (but not any related Companion Loan) will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any delinquent interest that was not advanced as a result of Appraisal Reduction Amounts or interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. After the adjusted interest amount is so allocated, any remaining liquidation proceeds will be allocated to offset certain advances and to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining liquidation proceeds will then be allocated to pay delinquent interest that was not advanced as a result of Appraisal Reduction Amounts and any interest that accrued on any junior note(s) if such mortgage loan is an AB Modified Loan. Any liquidation proceeds in respect of each such mortgage loan in excess of the related outstanding balance will first be applied to offset any interest shortfalls allocated to the Certificates (other than the Class R Certificates), in sequential order, and then to offset any realized losses allocated to the Certificates, in sequential order. Any liquidation proceeds remaining after such applications will be distributed to the Class R Certificates.
     
   Sale of Defaulted Loans and REO Properties:  

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

 

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

 

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

 

With respect to the Serviced Whole Loans, any such sale of the related defaulted loan is required to also include the related Pari Passu Companion Loans (except that the special servicer will be permitted to sell the Courtyard Marriott - King Kamehameha Subordinate Companion Loan along with the related mortgage loan if it determines that a sale of the Courtyard Marriott - King Kamehameha Whole Loan would maximize recoveries on the related Whole Loan in accordance with the Servicing Standard), if any, and the prices will be adjusted accordingly.

 

In connection with such sale and fair value determination, within 30 days of a defaulted loan becoming a specially serviced loan, the Special Servicer is required to order an appraisal and,

 

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

 

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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 Courtyard Marriott - King Kamehameha Whole Loan, the holder of the related 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 a party to the Pooling and Servicing Agreement, the Directing Certificateholder, any sponsor, any borrower, any manager of a mortgaged property, any independent contractor engaged by the Special Servicer, with respect to a defaulted whole loan, the depositor, Master Servicer, Special Servicer (or independent contractor engaged by such Special Servicer) or the trustee for the securitization of a Companion Loan and each holder of any related Companion Loan or mezzanine loan (but only with respect to the related mortgage loan), or any known affiliate of any such person (each, an “Interested Person”). If the highest offer is made by an Interested Person, the Trustee will determine (based upon the most recent appraisal or updated appraisal conducted in accordance with the terms of the Pooling and Servicing Agreement) whether the offer constitutes a fair price for the defaulted loan or REO property provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties and the Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert retained by the Trustee in connection with making such determination. Neither the Trustee nor any of its affiliates may make an offer for or purchase any specially serviced mortgage loan or REO property.

 

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

 

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will

 

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

 

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be required to sell the related non-serviced mortgage loan, included in the JPMCC 2017-JP5 Trust, and the related Companion Loan(s), as a single loan. In connection with any such sale, the then-applicable special servicer will be required to follow procedures substantially similar to those set forth above.

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

The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement. With respect to any mortgage loan (other than any non-serviced mortgage loan, the Courtyard Marriott - King Kamehameha 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 Courtyard Marriott - King Kamehameha 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 Courtyard Marriott - King Kamehameha 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 Subordinate Companion Loan pursuant to the related intercreditor agreement as described in the Preliminary Prospectus. In addition, the holder of the related Subordinate Companion Loan will have certain rights to cure defaults under the related mortgage loan, and in certain circumstances, a holder of the related Subordinate Companion Loan will have the right to purchase the related defaulted mortgage loan.

 

A “Borrower 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.

 

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

 

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

 

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

 

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

 

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   Directing Certificateholder:   LNR Securities Holdings, LLC (or its affiliate), is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Excluded Loans and the Courtyard Marriott - King Kamehameha Mortgage Loan, prior to the occurrence and continuance of a control appraisal period).
     
   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. Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”.

 

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

     
   Control Termination Event:  

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

 

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

 

An “AB Modified Loan” means any corrected loan (1) that became a corrected loan (which includes for purposes of this definition any non-serviced mortgage loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the trust and servicing agreement or pooling and servicing agreement, as applicable, governing such non-serviced mortgage loan) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the issuing entity or the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect.

 

The “Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the principal balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent Appraised Value for the related mortgaged property or mortgaged properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related mortgaged property or mortgaged properties (provided, that in the case of a non-serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Master Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination.

 

Upon the occurrence and during the continuance of a Control Termination Event, the Controlling Class will no longer have any control rights. 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.

 

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

 

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

     
   Consultation Termination Event:  

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

 

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

     
   Appraised-Out Class:   A Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such Class, to no longer be the Controlling Class.
     
   Remedies Available to Holders of an Appraised-Out Class:  

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

 

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

     
   Operating Advisor:  

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

 

However, Pentalpha Surveillance LLC is currently the operating advisor under the JPMCC 2016-JP4 pooling and servicing agreement and the JPMDB 2016-C4 pooling and servicing agreement and, in each such capacity, has certain obligations and consultation rights with respect to the Moffett Gateway Whole Loan, Fresno Fashion Fair Mall Whole Loan and the Riverway Whole Loan, respectively, that are substantially similar to those of the Operating Advisor under the Pooling and Servicing Agreement.

 

With respect to each mortgage loan or Serviced Whole Loan (in each case, other than a non-

 

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

 

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serviced mortgage loan and the Courtyard Marriott - King Kamehameha Mortgage Loan (prior to the occurrence and continuance of a control appraisal period with respect to the related Subordinate Companion Loan)), the Operating Advisor will be responsible for:

 

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

 

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

 

■    prior to the occurrence and continuance of a Control Termination Event, the Special Servicer will forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a specially serviced loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor will be required to review such calculations (with respect to Appraisal Reduction Amounts, if the Special Servicer has calculated such amounts) but will not opine on or take any affirmative action with respect to such Appraisal Reduction Amount calculations and/or net present value calculations.

 

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

 

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

 

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

 

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

 

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

 

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

     
   Replacement of Operating Advisor:  

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

 

Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an institution (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by Moody’s, Fitch and KBRA (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of Moody’s, Fitch and KBRA has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction publicly citing servicing concerns with the 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; and (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. Any Operating Advisor is prohibited from making an investment in any Class of Certificates in the Trust as described in the Preliminary Prospectus.

 

   Asset Representations Reviewer:  

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

 

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

 

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any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period.

 

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

     
   Replacement of the Asset Representations Reviewer:   The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of Certificateholders evidencing not less than 25% of the voting rights (without regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer, and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website, and by mailing to all Certificateholders and the Asset Representations Reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the Pooling and Servicing Agreement by written notice to the Asset Representations Reviewer, and the proposed successor asset representations reviewer will be appointed.
     
   Appointment and Replacement of Special Servicer:  

The Directing  Certificateholder  will  appoint  the initial  Special Servicer as of the Closing Date.  Prior to the  occurrence and  continuance of a  Control  Termination Event, the  Special Servicer may generally be replaced for cause at any time and without cause if either (i) LNR Partners, LLC or its affiliate is no longer the Special Servicer or (ii) LNR Securities Holdings, LLC or its affiliate owns less than 25% of the certificate balance of the controlling class, by the Directing Certificateholder; providedhowever, that with respect to the Courtyard Marriott – King Kamehameha Whole Loan, the holder of the related Subordinate Companion Loan (prior to the occurrence and continuance of a control appraisal period with respect to such Subordinate Companion Loan) will have the right to replace the Special Servicer with respect to that Whole Loan.

 

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

 

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

 

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

 

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

 

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   Replacement of Special Servicer by Vote of Certificateholders:  

After the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of holders of Certificates evidencing not less than 25% of the Voting Rights of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Special Servicer with a replacement special servicer, (b) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of written confirmations from each Rating Agency that the appointment of such replacement special servicer will not result in a downgrade, withdrawal or qualification of the Certificates (which confirmations will be obtained at the expense of such holders), the Certificate Administrator will be required to post such notice on its Internet website, and by mail conduct the solicitation of votes of all Certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of holders of at least 66-2/3% of a Certificateholder Quorum, the Trustee will immediately replace the Special Servicer with a qualified replacement special servicer designated by such holders of Certificates.

 

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

 

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

 

With respect to any Non-Serviced Whole Loan, the JPMCC 2017-JP5 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 INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver a written notice to the Enforcing Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

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

 

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

 

Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the Pooling and Servicing Agreement.

 

   Investor Communications:  

The Certificate Administrator is required to include on any Form 10–D any request received from a Certificateholder to communicate with other Certificateholders related to Certificateholders exercising their rights under the terms of the Pooling and Servicing Agreement. Any Certificateholder wishing to communicate with other Certificateholders regarding the exercise of its rights under the terms of the Pooling and Servicing Agreement should deliver a written request signed by an authorized representative of the requesting investor to the Certificate Administrator at the address below:

 

9062 Old Annapolis Road

 

Columbia, Maryland 21045

 

Attention: Corporate Trust Administration Group – JPMCC 2017-JP5

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

A “Fee Restricted Trigger” will occur in connection with a balloon payment default or a maturity default if (A) the borrower provides on or prior to the related maturity date or, if the maturity date of such mortgage loan or serviced companion loan has been extended in accordance with the

 

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

 

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

 

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

 

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

 

The “Excess Modification Fee Amount” for any corrected loan is an amount equal to any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related Serviced Companion Loan) and received and retained by the Master Servicer or the Special Servicer, as applicable, as additional servicing compensation within the prior 18 months of the related modification, waiver, extension or amendment resulting in the mortgage loan or REO loan being a corrected loan, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

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

 

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

 

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

 

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

 

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Structural and Collateral Term Sheet JPMCC 2017-JP5
   
Structural Overview

 

   

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

 

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

     
   Deal Website:  

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

 

   special notices;

 

   summaries of any final asset status reports;

 

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

 

   an “Investor Q&A Forum”;

 

   a voluntary investor registry; and

 

   SEC EDGAR filings.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

(GRAPHIC) 

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

(GRAPHIC) 

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

(MAP) 

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller(1): JPMCB   Single Asset / Portfolio: Single Asset
Credit Assessment     Title: Fee / Leasehold
(Moody’s/Fitch/KBRA)(2): Aa3 / BBB- / BBB+   Property Type - Subtype: Hotel – Full Service
Original Principal Balance(3): $80,000,000   Net Rentable Area (Rooms)(6): 2,860
Cut-off Date Principal Balance(3): $80,000,000   Location: Honolulu, HI
% of Pool by IPB: 7.3%   Year Built / Renovated: 1961 / 2016
Loan Purpose(4): Refinance   Occupancy / ADR / RevPAR: 94.6% / $250.09 / $236.65
Borrower: Hilton Hawaiian Village LLC   Occupancy / ADR / RevPAR Date: 9/30/2016
Sponsor: Park Intermediate Holdings LLC   Number of Tenants: N/A
Interest Rate: 4.19950%   2013 NOI: $110,964,835
Note Date: 10/24/2016   2014 NOI: $119,860,819
Maturity Date: 11/1/2026   2015 NOI: $128,737,723
Interest-only Period: 120 months   TTM NOI (as of 9/2016): $131,893,120
Original Term: 120 months   UW Occupancy / ADR / RevPAR: 94.6% / $250.09 / $236.65
Original Amortization: None   UW Revenues: $374,437,742
Amortization Type: Interest Only   UW Expenses: $241,850,768
Call Protection(5): L(28),DeforGrtr1%orYM(85),O(7)   UW NOI: $132,586,975
Lockbox: CMA   UW NCF: $132,586,975
Additional Debt: Yes   Appraised Value / Per Room: $2,230,000,000 / $779,720
Additional Debt Balance(3): $616,600,000 / $578,400,000   Appraisal Date: 8/30/2016
Additional Debt Type: Pari Passu / Subordinate Debt      
         

 

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

 

Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total   
Mortgage Loan(3) $1,275,000,000 100.0%   Payoff Existing Debt $1,255,912,700 98.5%
        Excess Loan Proceeds(4) 10,621,760 0.8  
        Closing Costs 8,465,540 0.7  
Total Sources $1,275,000,000 100.0%   Total Uses $1,275,000,000 100.0%
(1)The Hilton Hawaiian Village Whole Loan was co-originated by JPMCB, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A.
(2)Moody’s, Fitch and KBRA have confirmed that the Hilton Hawaiian Village Mortgage Loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.
(3)The Hilton Hawaiian Village Mortgage Loan is part of a whole loan comprised of (i) the mortgage loan (comprised of one senior note with an outstanding principal balance as of the Cut-off Date of $80.0 million), (ii) two companion loans, each of which is pari passu with respect to the Hilton Hawaiian Village Mortgage Loan (such companion loans being comprised of 15 pari passu notes) with an aggregate outstanding principal balance as of the Cut-off Date of $616.6 million and (iii) a subordinate companion loan (comprised of five pari passu notes) with an aggregate outstanding principal balance as of the Cut-off Date of $578.4 million. The Pari Passu Debt Financial Information presented in the chart above reflects the $696.6 million aggregate Cut-off Date balance of the Hilton Hawaiian Village Mortgage Loan and the Hilton Hawaiian Village Pari Passu Companion Loan, excluding the Hilton Hawaiian Village Subordinate Companion Loan. The Whole Loan Financial Information presented in the chart above reflects the Cut-off Date balance of the $1.275 billion Hilton Hawaiian Village Whole Loan, as defined in “The Loan” below.
(4)Excess Loan Proceeds were distributed by the borrower to its member and utilized by affiliates of Park Hotels & Resorts to prepay other outstanding CMBS loans.
(5)The lockout period will be at least 28 payment dates beginning with and including the first payment date of December 1, 2016. Defeasance of the full $1.275 billion Hilton Hawaiian Village Whole Loan is permitted after the date that is the earlier of (i) May 1, 2019 and (ii) two years from the closing date of the securitization that includes the last note to be securitized (the “REMIC Prohibition Period”). If the borrower has not previously elected to defease the Hilton Hawaiian Village Whole Loan, the borrower is also permitted to prepay the Hilton Hawaiian Village Whole Loan in whole, but not in part, after the expiration of the REMIC Prohibition Period with the payment of a yield maintenance premium.
(6)The Hilton Hawaiian Village property also includes approximately 130,489 square feet of commercial/retail space leased to more than 100 tenants. Additionally, the property includes the 25-story Kalia Tower which is subject to a condominium regime. Kalia Tower contains six floors totaling 72 timeshare units that are not part of the collateral for the loan.
(7)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

The Loan. The Hilton Hawaiian Village loan is secured by a first mortgage lien on the borrower’s fee and leasehold interests in a 2,860-room luxury full-service destination resort located in Honolulu, Hawaii. The whole loan was co-originated by JPMCB, Deutsche Bank AG, New York Branch, Goldman Sachs Mortgage Company, Barclays Bank PLC and Morgan Stanley Bank, N.A. and has an outstanding principal balance as of the Cut-off Date of $1.275 billion (the “Hilton Hawaiian Village Whole Loan”). The Hilton Hawaiian Village Whole Loan is comprised of (i) a senior loan, comprised of 16 pari passu notes, with an aggregate outstanding principal balance of $696.6 million (one of which, Note A-2-A-2, will be contributed to the JPMCC 2017-JP5 Trust, the “Hilton Hawaiian Village Mortgage Loan” and the remaining notes, collectively, the “Hilton Hawaiian Village Pari Passu Companion Loan”) and (ii) a subordinate companion loan, comprised of five pari passu notes, with an aggregate outstanding principal balance of $578.4 million (collectively, the “Hilton Hawaiian Village Subordinate Companion Loan”), each as described below. The Hilton Hawaiian Village Mortgage Loan and the Hilton Hawaiian Village Pari Passu Companion Loan are pari passu in right of payment with each other and are generally senior in right of payment to the Hilton Hawaiian Village Subordinate Companion Loan as and to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loans—The Hilton Hawaiian Village Whole Loan” in the Preliminary Prospectus. The senior Note A-1-A was contributed to the Hilton USA Trust 2016-HHV securitization that governs the servicing and administration of the Hilton Hawaiian Village Whole Loan and is the controlling note under the related intercreditor agreement, the rights of which will be exercised by the related trustee (or, prior to the occurrence and continuance of a control termination event under the related trust and servicing agreement (the “Hilton USA Trust 2016-HHV Trust and Servicing Agreement”), the directing certificateholder under the Hilton USA Trust 2016-HHV Trust and Servicing Agreement). However, the JPMCC 2017-JP5 Trust will be entitled, under certain circumstances, to be consulted with respect to certain major decisions (which rights will be exercised by the Directing Certificateholder prior to a Control Termination Event). The Hilton Hawaiian Village Whole Loan has a 10-year term and will be interest-only for the term of the loan. The prior debt secured by the Hilton Hawaiian Village property was previously securitized in the Hilton USA Trust 2013-HLT trust.

 

Whole Loan Summary

 

(CHART) 

 

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

 

The Loan Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Park Intermediate Holdings LLC. Park Intermediate Holdings LLC is a wholly owned subsidiary of Park Hotels & Resorts Inc. (“Park Hotels & Resorts”), one of two spin-offs announced by Hilton Worldwide Holdings Inc. (“Hilton”). On February 26, 2016, Hilton announced plans to separate into three independent, publicly traded companies: Park Hotels & Resorts (NYSE: PK), Hilton Grand Vacations Inc. (NYSE: HGV) and Hilton (NYSE: HLT). The spin-offs were completed in January 2017. Park Hotels & Resorts now owns most of Hilton’s owned and leased real estate properties and, with over 35,000 rooms and 67 hotels, is the second-largest publicly traded real estate investment trust in the lodging industry. Hilton Grand Vacations Inc. owns and operates Hilton’s timeshare business, while Hilton retains its core management and franchise business and continues to trade on the NYSE as a leading global hospitality company. The aggregate liability of the guarantor with respect to all full recourse carve-outs in the Hilton Hawaiian Village Whole Loan documents may not exceed an amount equal to 10.0% of the principal balance of the Hilton Hawaiian Village Whole Loan outstanding at the time of the occurrence of such event, plus any and all reasonable third-party collection costs actually incurred by the lender. In addition, the guarantor is not a party to the environmental indemnity. In lieu of the guarantor signing the indemnity, the Hilton Hawaiian Village Whole Loan documents require the borrower to obtain environmental insurance. At origination, the borrower obtained an environmental insurance policy with (i) a term of 10 years, (ii) limits of $10,000,000 per occurrence and $25,000,000 in the aggregate and (iii) a $25,000 deductible.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

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

 

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

 

Historical Capital Expenditures(1)
  2008 2009 2010 2011 2012 2013 2014 2015 YTD 2016(2) Total
Capital Expenditures(3) $22,216 $16,509 $8,834 $56,117 $42,568 $28,138 $32,965 $15,559 $9,293 $232,198
Per Room $7,768 $5,772 $3,089 $19,621 $14,884 $9,838 $11,526 $5,440 $3,249 $81,188
(1)Based on actual capital expenditures as provided by the loan sponsor.
(2)YTD 2016 Capital Expenditures are as of September 30, 2016.
(3)Capital Expenditures are presented in (000)’s.

 

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

 

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

 

Historical Retail Component Sales(1)
  2013 2014 2015 TTM(2)
Total Sales $130,613,993 $141,808,186 $137,316,925 $136,055,744
Sales PSF $1,552 $1,651 $1,590 $1,496
(1)Historical Sales for reporting tenants were provided by the loan sponsor.
(2)TTM is as of September 30, 2016.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

Collateral Tenant Summary(1)
Tenant Ratings(2)
Moody’s/S&P/Fitch
Net Rentable Area (SF) % of
Total NRA
Lease Expiration Date Base Rent PSF % of Total Base Rent Most Recent Sales(3) Most Recent Sales PSF(3)
Mandara Spa NA / NA / NA 12,583 9.6% 8/31/2017 $53.61 3.9% $2,903,709 $231
Hatsuhana Hawaii NA / NA / NA 6,026 4.6% 11/30/2018 $52.38 1.8% $2,969,958 $493
Fresco NA / NA / NA 5,983 4.6% 12/31/2018 $58.38 2.0% $3,331,316 $557
Benihana of Tokyo NA / NA / NA 5,300 4.1% 5/31/2021 $127.6 3.9% $6,561,789 $1,238
Best Bridal - Lagoon Chapel NA / NA / NA 4,755 3.6% 10/31/2022 $57.45 1.6% $520,020 $109
Watabe Wedding(4) NA / NA / NA 4,158 3.2% 1/14/2019 $63.93 1.5% $167,697 $40
ABC Stores - Tapa Tower NA / NA / NA 3,500 2.7% 8/31/2022 $384.2 7.7% $12,225,380 $3,493
Louis Vuitton NA / A+ / NA 3,500 2.7% 8/18/2023 $146.7 2.9% $7,978,397 $2,280
Lamonts & Whalers General Store NA / NA / NA 2,800 2.1% MTM $163.1 2.6% $1,856,972 $663
ABC Discount Store NA / NA / NA 2,145 1.6% 12/31/2018 $812.2 10.0% $14,519,183 $6,769
(1)Based on the underwritten rent roll.
(2)Ratings provided are for the parent company of the entity listed in the “tenant” field whether or not the parent company guarantees the lease.
(3)Most Recent Sales and Most Recent Sales PSF for reporting tenants were provided by the loan sponsor as of September 30, 2016.
(4)Most Recent Sales and Most Recent Sales PSF for Watabe Wedding represent only partial year performance as the venue opened in 2016.

 

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

 

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

 

Historical Occupancy, ADR, RevPAR(1)
  Competitive Set(2) Hilton Hawaiian Village(3) Penetration Factor(4)
Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2013 89.0% $248.36 $221.07 89.9% $237.77 $213.84 101.0% 95.7% 96.7%
2014 87.8% $250.07 $219.50 90.7% $238.34 $216.26 103.4% 95.3% 98.5%
2015 89.0% $256.75 $228.38 94.4% $240.62 $227.20 106.2% 93.7% 99.5%
TTM(5) 89.9% $259.08 $232.92  94.6%  $250.09 $236.65 105.3% 96.5% 101.6%

(1)Variances between the underwriting, the appraisal and the above table with respect to Occupancy, ADR and RevPAR at the Hilton Hawaiian Village property are attributable to variances in reporting methodologies and/or timing differences.
(2)Data provided by STR. The competitive set contains the following properties: Sheraton Waikiki, Marriott Waikiki Beach Resort & Spa, Hyatt Regency Waikiki Beach Resort & Spa, Westin Moana Surfrider, Sheraton Hotel Princess Kaiulani, Outrigger Reef Waikiki Beach Resort and Outrigger Waikiki Beach Resort.
(3)Based on operating statements provided by the borrower, with the exception of 2013 and 2014 which have been adjusted by STR for both ADR and RevPAR in order to normalize for a change in accounting methodology in 2015. Prior to 2015, borrower operating statements presented ADR and RevPAR inclusive of resort fees. For all years presented above, ADR and RevPAR are calculated exclusive of resort fees.
(4)Penetration Factor is calculated based on data provided by STR for the competitive set and borrower-provided operating statements for the property.
(5)TTM represents the trailing 12-month period ending on September 30, 2016.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

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

 

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

Property Management. The property is currently managed by Hilton Management LLC, a Delaware limited liability company and subsidiary of Hilton. The current management agreement expires on December 31, 2047, with two 20-year extension options, and provides for (i) a base management fee equal to 3.0% of gross revenue (less revenue from the retail component of the property), (ii) an incentive management fee equal to 6.0% of adjusted gross profit (exclusive of the retail component of the property), (iii) a management fee equal to 5.5% of net retail income with respect to the retail component of the property and (iv) monthly FF&E deposits equal to 4.0% of gross revenue for the prior month. 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Hilton Hawaiian Village

 

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Moffett Gateway

 

(GRAPHIC) 

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
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(MAP) 

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Moffett Gateway

 

 (MAP)

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2017-JP5
 
Moffett Gateway

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: JPMCB   Single Asset / Portfolio: Single Asset
Credit Assessment (Fitch)(1): BBB-   Title: Fee
Original Principal Balance(2): $80,000,000   Property Type - Subtype: Office – Suburban
Cut-off Date Principal Balance(2): $80,000,000   Net Rentable Area (SF): 612,691
% of Pool by IPB: 7.3%   Location: Sunnyvale, CA
Loan Purpose: Refinance   Year Built / Renovated: 2016 / N/A
Borrower: 441 Real Estate LLC   Occupancy(6): 100.0%
Sponsor(3): Joseph K. Paul   Occupancy Date: 3/1/2017
Interest Rate: 3.319403%   Number of Tenants: 1
Note Date: 9/22/2016   2013 NOI(7): N/A
Maturity Date: 4/1/2027   2014 NOI(7): N/A
Interest-only Period: 60 months   2015 NOI(7): N/A
Original Term: 126 months   TTM NOI(7): N/A
Original Amortization(4): 360 months   UW Economic Occupancy: 95.0%
Amortization Type: IO-Balloon   UW Revenues: $35,097,235
Call Protection(5): L(29),Def(90),O(7)   UW Expenses: $6,170,971
Lockbox: Hard   UW NOI: $28,926,265
Additional Debt: Yes   UW NCF: $27,631,280
Additional Debt Balance(2): $163,000,000 / $102,000,000 /   Appraised Value / Per SF(8): $525,000,000 / $857
  $50,000,000   Appraisal Date: 7/20/2016
Additional Debt Type: Pari Passu / B-Note /      
  Mezzanine Loan      
         

 

Escrows and Reserves(9)   Financial Information(2)
  Initial Monthly Initial Cap     A-Notes   Whole Loan
Taxes: $180,864 $180,864 N/A   Cut-off Date Loan / SF: $397   $563
Insurance: $0 Springing N/A   Maturity Date Loan / SF: $337   $503
Replacement Reserves: $0 $0 N/A   Cut-off Date LTV(8):