FWP 1 n1464_ts-x8.htm FREE WRITING PROSPECTUS

 

    FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-226123-02
     

 

February 8, 2019   JPMCC 2019-COR4

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

JPMCC 2019-COR4

 

 

 

$774,087,963

(Approximate Mortgage Pool Balance)

 

$662,812,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 
 
 

JPMCC Commercial Mortgage Securities Trust 2019-COR4,

Commercial Mortgage Pass-Through Certificates

Series 2019-COR4

 

 
 
JPMorgan Chase Bank, National Association
LoanCore Capital Markets LLC
 
Sponsors and Mortgage Loan Sellers
 
J.P. Morgan   Deutsche Bank Securities
Co-Lead Manager and Sole Bookrunner   Co-Lead Manager
     
Jefferies

 

Academy Securities
  Co-Managers  

 

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

 

 

 

February 8, 2019   JPMCC 2019-COR4

 

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

 

The Depositor has filed a registration statement (including a prospectus) with the SEC (SEC File no. 333-226123) for the offering to which this free writing prospectus relates. Before you invest, you should read the prospectus in the registration statement and other documents the Depositor has filed with the SEC for more complete information about the Depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, the Depositor or any Underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling (800) 408-1016 or by emailing the ABS Syndicate Desk at abs_synd@jpmorgan.com.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
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) $14,326,000 30.000% 3.05 3/19 – 1/24 41.4% 14.6%
A-2 Aaa(sf) / AAAsf / AAA(sf) $4,611,000 30.000% 4.86 1/24 – 1/24 41.4% 14.6%
A-3 Aaa(sf) / AAAsf / AAA(sf)

$110,000,000

30.000% 8.28 6/27 – 6/27 41.4% 14.6%
A-4 Aaa(sf) / AAAsf / AAA(sf) (6) 30.000% (6) (6) 41.4% 14.6%
A-5 Aaa(sf) / AAAsf / AAA(sf) (6) 30.000% (6) (6) 41.4% 14.6%
A-SB Aaa(sf) / AAAsf / AAA(sf)

$28,430,000

30.000% 7.06 1/24 – 3/28 41.4% 14.6%
X-A NR / AAAsf / AAA(sf) $586,371,000(7) N/A N/A N/A N/A N/A
X-B NR / A-sf / AAA(sf) $76,441,000(7) N/A N/A N/A N/A N/A
A-S NR / AAAsf / AAA(sf) $44,510,000 24.250% 9.78 12/28 – 12/28 44.8% 13.5%
B NR / AA-sf / AA-(sf) $37,737,000 19.375% 9.78 12/28 – 12/28 47.7% 12.7%
C NR / A-sf / A-(sf) $38,704,000 14.375% 9.78 12/28 – 12/28 50.7% 11.9%

 

Privately Offered Certificates(8)

 

Class Expected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional
Amount(1)
Approximate Initial Credit Support Expected Weighted Avg. Life (years)(3) Expected Principal Window(3) Certificate Principal to Value
Ratio(4)
Underwritten NOI Debt Yield(5)
X-D NR / BBB-sf / BBB(sf)  $37,737,000(7)(9) N/A N/A N/A N/A N/A
D NR / BBBsf / BBB+(sf)   $25,158,000 11.125% 9.78 12/28 – 12/28 52.6% 11.5%
E NR / BBB-sf / BBB(sf)  $12,579,000(9) 9.500% 9.84 12/28 – 1/29 53.6% 11.3%
F-RR NR / BBB-sf / BBB-(sf)        $7,741,000(9) 8.500% 9.86 1/29 – 1/29 54.2% 11.1%
G-RR NR / BB-sf / BB-(sf)      $21,287,000 5.750% 9.86 1/29 – 1/29 55.8% 10.8%
H-RR NR / B-sf / B-(sf)        $9,677,000 4.500% 9.92 1/29 – 2/29 56.5% 10.7%
NR-RR NR / NR / NR      $34,833,963 0.000% 9.94 2/29 – 2/29 59.2% 10.2%
(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%. In addition, the notional amounts of the Class X-A, Class X-B and Class X-D Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates whose Certificate Balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of any Class of the Class X-A, Class X-B or Class X-D Certificates, as applicable, would be equal to zero at all times, such Class of Certificates will not be issued on the closing date of this securitization.

(2)The credit support percentages set forth for Class A-1, Class A-2, Class A-3, Class A-4, 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 February 28, 2019 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated February 8, 2019 (the “Preliminary Prospectus”).

(4)The “Certificate Principal to Value Ratio” for any Class of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV for the mortgage loans, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates. The Class A-1, Class A-2, Class A-3, Class A-4, 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 exact initial certificate balances of the Class A-4 and Class A-5 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances and weighted average lives of the Class A-4 and Class A-5 Certificates are expected to be within the applicable ranges reflected in the following chart. The aggregate initial offered certificate balance of the Class A-4 and Class A-5 Certificates is expected to be approximately $384,494,000 subject to a variance of plus or minus 5%.

Class of Certificates Expected Range of Initial Certificate Balance Expected Range of Weighted Avg. Life (Yrs) Expected Range of Principal Window
Class A-4 $100,000,000 – $173,000,000 9.23 – 9.39 3/28–8/28 / 3/28–11/28
Class A-5 $211,494,000 – $284,494,000 9.73 – 9.70 11/28–12/28 / 8/28–12/28

 

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

(8)The Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-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.

(9)The approximate initial Certificate Balances of the Class E and Class F-RR Certificates are estimated based in part on the estimated ranges of Certificate Balances and estimated fair values described in “Credit Risk Retention” in the Preliminary Prospectus. The initial Certificate Balance of the Class E Certificates is expected to fall within a range of $11,031,000 and $14,514,000 and the initial Certificate Balance of the Class F-RR Certificates is expected to fall within a range of $5,806,000 and $9,289,000, with the ultimate Certificate Balance determined such that the aggregate fair value of the Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates will equal at least 5% of the estimated fair value of all of the classes of certificates (other than the Class R Certificates) issued by the issuing entity. Accordingly, the initial notional amount of the Class X-D Certificates is expected to fall within a range of $36,189,000 and $39,672,000.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Summary of Transaction Terms

 

Securities Offered: $662,812,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Co-Lead Managers: J.P. Morgan Securities LLC and Deutsche Bank Securities Inc.
Sole Bookrunner: J.P. Morgan Securities LLC.
Co-Managers: Jefferies LLC and Academy Securities, Inc.
Mortgage Loan Sellers: JPMorgan Chase Bank, National Association (“JPMCB”) (16.2%) and LoanCore Capital Markets LLC (“LCM”) (83.8%).
Master Servicer: Midland Loan Services, a Division of PNC Bank, National Association.
Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association.
Directing Certificateholder: LoanCore Capital Markets LLC or its affiliate.
Trustee: Wells Fargo Bank, National Association.
Certificate Administrator: Wells Fargo Bank, National Association.
Operating Advisor: Pentalpha Surveillance LLC.
Asset Representations Reviewer: Pentalpha Surveillance LLC.
Rating Agencies: Moody’s Investors Service, Inc. (“Moody’s”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency Inc. (“KBRA”).
U.S. Credit Risk Retention:

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

 

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

 

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

 

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

EU Credit Risk Retention: The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Pricing Date: On or about February [15], 2019.
Closing Date: On or about February 28, 2019.
Cut-off Date: With respect to each mortgage loan, the related due date in February 2019, or with respect to any mortgage loan that has its first due date in March 2019, the date that would otherwise have been the related due date in February 2019.
Distribution Date: The 4th business day after the Determination Date in each month, commencing in March 2019.
Determination Date: 6th day of each month, or if the 6th day is not a business day, the next succeeding business day, commencing in March 2019.
Assumed Final Distribution Date: The Distribution Date in February 2029, which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date: The Distribution Date in March 2052.
Tax Treatment: The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Summary of Transaction Terms

 

Form of Offering: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Publicly Offered Certificates”) will be offered publicly. The Class X-D, Class D, Class E, Class F-RR, Class G-RR, Class H-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 (other than the Class R Certificates) and to institutions that are not U.S. Persons pursuant to Regulation S.
SMMEA Status: The Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
ERISA: The Publicly Offered Certificates are expected to be ERISA eligible.
Optional Termination: On any Distribution Date on which the aggregate principal balance of the pool of mortgage loans is less than 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date, certain entities specified in the Preliminary Prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Refer to “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus.
Minimum Denominations: The Publicly Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A and Class X-B Certificates will be issued in minimum denominations of $1,000,000 and in integral multiples of $1 in excess of $1,000,000.
Settlement Terms: DTC, Euroclear and Clearstream Banking.
Analytics: The transaction is expected to be modeled by Intex Solutions, Inc. and Trepp, LLC and is expected to be available on Bloomberg L.P., Blackrock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight and Thomson Reuters Corporation.
Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. REFER TO “RISK FACTORS” IN THE PRELIMINARY PROSPECTUS.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Loan Pool  
  Initial Pool Balance (“IPB”): $774,087,963
  Number of Mortgage Loans: 38
  Number of Mortgaged Properties: 56
  Average Cut-off Date Balance per Mortgage Loan: $20,370,736
  Weighted Average Current Mortgage Rate: 5.03331%
  10 Largest Mortgage Loans as % of IPB: 57.7%
  Weighted Average Remaining Term to Maturity: 114 months
  Weighted Average Seasoning: 6 months
     
Credit Statistics  
  Weighted Average UW NCF DSCR(1)(2): 1.66x
  Weighted Average UW NOI Debt Yield(1): 10.2%
  Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(1)(3): 59.2%
  Weighted Average Maturity Date LTV(1)(3): 55.5%
     
Other Statistics  
  % of Mortgage Loans with Additional Debt: 18.0%
  % of Mortgaged Properties with Single Tenants: 20.5%
     
Amortization  
  Weighted Average Original Amortization Term(4): 360 months
  Weighted Average Remaining Amortization Term(4): 359 months
  % of Mortgage Loans with Interest-Only: 49.3%
  % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon: 40.7%
  % of Mortgage Loans with Amortizing Balloon: 10.0%
     
Lockbox / Cash Management(5)  
  % of Mortgage Loans with In-Place, Hard Lockboxes: 75.2%
  % of Mortgage Loans with In-Place, Soft Lockboxes: 16.5%
  % of Mortgage Loans with Springing Lockboxes: 8.3%
  % of Mortgage Loans with Springing Cash Management: 95.8%
  % of Mortgage Loans with In-Place Cash Management: 4.2%
     
Reserves  
  % of Mortgage Loans Requiring Monthly Tax Reserves: 66.0%
  % of Mortgage Loans Requiring Monthly Insurance Reserves: 41.8%
  % of Mortgage Loans Requiring Monthly CapEx Reserves(6): 57.7%
  % of Mortgage Loans Requiring Monthly TI/LC Reserves(7): 37.8%
     
(1)In the case of Loan Nos. 1, 3, 5, 6, 10 and 18, 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. 4, 5, 8 and 11, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

(3)In the case of Loan Nos. 22 and 38, 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 15 mortgage loans that are interest-only for the entire term.

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

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

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Mortgage Loan Seller 

Number of
Mortgage Loans 

Number of
Mortgaged
Properties 

Aggregate
Cut-off Date
Balance 

% of

IPB

LCM(1) 30 46 $648,493,903 83.8%
JPMCB   8 10    125,594,061 16.2   
Total: 38

56

$774,087,963 100.0%  
(1)Five of the mortgage loans being sold by LCM were originated by Deutsche Bank AG, acting through its New York Branch (“DBNY”), or German American Capital Corporation or an affiliate thereof, and have been or will be purchased by LCM or an affiliate. One of the mortgage loans being sold by LCM, the Saint Louis Galleria mortgage loan, is part of a whole loan that was co-originated by Société Générale Financial Corporation and DBNY. Such mortgage loan has been or will be purchased by LCM or an affiliate.

 

Ten Largest Mortgage Loans
 
No. Loan Name Mortgage
Loan Seller
No.
of Prop.
Cut-off Date Balance % of IPB SF / Rooms Property Type UW NCF
DSCR(1)(2)
UW NOI Debt
Yield (1)
Cut-off
Date
LTV(1)
Maturity
Date LTV(1)
1 Renaissance Seattle LCM 1  $77,000,000 9.9% 557 Hotel 2.22x 12.6% 55.3% 55.3%
2 400 South El Camino LCM 1  $75,000,000 9.7% 145,179 Office 1.57x 10.3% 58.6% 50.3%
3 Liberty Station Retail JPMCB 1  $67,000,000 8.7% 327,704 Retail 1.45x 8.0% 68.8% 68.8%
4 Bedford Square LCM 1  $48,000,000 6.2% 107,943 Mixed Use 1.59x 9.0% 45.7% 45.7%
5 Saint Louis Galleria LCM 1  $46,479,245 6.0% 465,695 Retail 1.67x 11.3% 51.5% 47.0%
6 Grand Hyatt Seattle LCM 1  $33,000,000 4.3% 457 Hotel 2.21x 12.3% 54.9% 54.9%
7 Fleet Farm Distribution Center LCM 1  $32,303,006 4.2% 1,126,368 Industrial 1.33x 9.5% 64.0% 52.7%
8 Peachtree Corners Marketplace LCM 1  $24,600,000 3.2% 121,379 Retail 1.39x 9.5% 61.5% 55.0%
9 Pier 54 Seattle LCM 1  $23,000,000 3.0% 65,749 Mixed Use 1.56x 8.0% 56.1% 56.1%
10 CBBC Industrial Portfolio LCM 4  $20,000,000 2.6% 951,651 Industrial 1.77x 10.4% 61.7% 61.7%
                       
  Top 3 Total/Weighted Average 3 $219,000,000 28.3%     1.76x 10.4% 60.6% 57.7%
  Top 5 Total/Weighted Average 5 $313,479,245 40.5%     1.72x 10.3% 56.9% 54.3%
  Top 10 Total/Weighted Average 13 $446,382,251 57.7%     1.71x 10.2% 57.7% 54.7%
                         
(1)In the case of Loan Nos. 1, 3, 5, 6 and 10, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 4, 5 and 8, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).
(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus.

  

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

 

(GRAPHIC)7 of 139(GRAPHIC)

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Pari Passu Companion Loan Summary

 

Loan No. Mortgage
Loan
Note(s) Original
Balance ($)
Cut-off Date Balance ($) Holder of Note Lead
Servicer for

Whole Loan
(Y/N)
Master Servicer Under Lead Securitization Special
Servicer Under Lead Securitization
1 Renaissance Seattle Note A-1 $50,000,000 $50,000,000 COMM 2017-COR2 Y Midland Midland
    Note A-2, A-3 $77,000,000 $77,000,000 JPMCC 2019-COR4 N    
    Total $127,000,000 $127,000,000        

3

 

Liberty Station Retail Note A-1 $67,000,000 $67,000,000 JPMCC 2019-COR4 Y Midland Midland
    Note A-2 $20,000,000 $20,000,000 JPMCB N    
    Note A-3 $30,000,000 $30,000,000 Benchmark 2019-B9(1) N    
    Total $117,000,000 $117,000,000        
5 Saint Louis Galleria Note A-1-A1 $60,000,000 $60,000,000 DBNY(2) Y TBD TBD
    Note A-1-A2 $55,000,000 $55,000,000 Benchmark 2018-B8(2) N    
    Note A-1-A3, A-1-A4, A-1-A5 $46,479,245 $46,479,245 JPMCC 2019-COR4 N    
    Note A-2-A1, A-2-A3 $45,000,000 $45,000,000 UBS 2018-C15 N    
    Note A-2-A2, A-2-A4, A-2-A5 $33,520,755 $33,520,755 Société Générale N    
    Total $240,000,000 $240,000,000        

6

 

Grand Hyatt Seattle Note A-1 $50,000,000 $50,000,000 COMM 2017-COR2 Y Midland Midland
    Note A-2 $50,000,000 $50,000,000 COMM 2018-COR3 N    
    Note A-3 $33,000,000 $33,000,000 JPMCC 2019-COR4 N    
    Total $133,000,000 $133,000,000        

10

 

CBBC Industrial Portfolio Note A-1 $33,030,000 $33,030,000 UBS 2018-C15 Y Midland Midland
    Note A-2 $20,000,000 $20,000,000 JPMCC 2019-COR4 N    
    Total $53,030,000 $53,030,000        

18

 

Sheraton Music City Note A-1 $40,000,000 $39,633,229 Benchmark 2018-B4 Y Wells Fargo CWCapital
    Note A-2-A $15,000,000 $14,862,461 Benchmark 2018-B8 N    
    Note A-2-B $15,000,000 $14,862,461 JPMCC 2019-COR4 N    
    Total $70,000,000 $69,358,151        

(1)The Benchmark 2019-B9 transaction is expected to close on February 14, 2019.

(2)In the case of Loan No. 5, the whole loan will be serviced under the Benchmark 2018-B8 pooling and servicing agreement until the controlling note has been securitized, at which point such whole loan will be serviced under the pooling and servicing agreement related to such securitization. DBNY holds the related controlling pari passu companion loan and is entitled to exercise control rights until the securitization of such controlling pari passu companion loan.

  

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Additional Debt Summary

 

No. 

Loan Name 

Trust
Cut-off
Date
Balance 

Subordinate
Debt Cut-off
Date
Balance(1) 

Total Debt
Cut-off
Date
Balance 

Mortgage
Loan UW
NCF
DSCR(2)(3) 

Total Debt
UW NCF
DSCR(3) 

Mortgage
Loan
Cut-off
Date
LTV(2) 

Total
Debt
Cut-off
Date
LTV 

Mortgage
Loan UW
NOI Debt
Yield(2) 

Total
Debt
UW NOI Debt
Yield 

4 Bedford Square $48,000,000 $20,000,000 $68,000,000 1.59x 1.01x 45.7% 64.8% 9.0% 6.4%
5 Saint Louis Galleria $46,479,245 $24,136,252 $264,136,252 1.67x 1.55x 51.5% 56.7% 11.3% 10.3%
8 Peachtree Corners Marketplace $24,600,000 $2,900,000 $27,500,000 1.39x 1.20x 61.5% 68.8% 9.5% 8.5%
11 Arbors at the Park Ole Miss $19,950,000 $4,050,000 $24,000,000 1.43x 1.12x 55.9% 67.2% 9.5% 7.9%
                     
(1)In the case of Loan Nos. 4, 5, 8 and 11, Subordinate Debt Cut-off Date Balance represents one or more mezzanine loans.

(2)In the case of Loan Nos. 4, 5, 8 and 11, the Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI Debt Yield and Mortgage Loan Cut-off Date LTV calculations exclude the related mezzanine loan(s). In the case of Loan No. 5, the Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI Debt Yield and Mortgage Loan Cut-off Date LTV calculations include the related Pari Passu Companion Loan(s).

(3)With respect to Loan No. 5, the Mortgage Loan UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the Mortgage Loan UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the Mortgage Loan UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
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)
Retail Anchored 4 $106,087,500 13.7%  93.6% 1.46x 8.9% 67.1% 64.5%
  Super Regional Mall 1 46,479,245 6.0   96.9% 1.67x 11.3% 51.5% 47.0%
  Freestanding 6 37,834,687 4.9   100.0% 1.66x 9.2% 55.9% 54.9%
  Unanchored 3 6,591,652 0.9   100.0% 1.37x 9.4% 66.6% 56.5%
  Shadow Anchored 1 4,046,001 0.5   100.0% 1.46x 10.2% 71.4% 59.3%
  Subtotal: 15   $201,039,085 26.0%    95.9% 1.55x 9.5% 61.4% 58.3%
                   
Office Suburban 8 $87,700,000 11.3%  94.5% 1.71x 10.8% 59.9% 57.3%
  CBD 2 86,000,000 11.1    96.5% 1.56x 10.1% 58.4% 51.2%
  Medical 10   26,030,000 3.4   100.0% 1.55x 9.8% 60.1% 54.9%
  Subtotal: 20   $199,730,000 25.8%  96.1% 1.63x 10.3% 59.3% 54.3%
                   
Hotel Full Service 3 $124,862,461 16.1% 82.3% 2.17x 12.4% 55.8% 54.6%
  Limited Service 2 19,975,000 2.6   78.7% 1.80x 12.4% 65.5% 54.9%
  Subtotal: 5 $144,837,461 18.7%  81.8% 2.12x 12.4% 57.1% 54.6%
                   
Mixed Use Retail/Multifamily 1 $48,000,000  6.2% 83.9% 1.59x 9.0% 45.7% 45.7%
  Retail/Office 1 23,000,000 3.0  66.6% 1.56x 8.0% 56.1% 56.1%
  Office/Retail 2 12,350,000 1.6  88.6% 1.31x 9.2% 60.2% 53.5%
  Subtotal: 4 $83,350,000 10.8%  79.8% 1.54x 8.8% 50.7% 49.7%
                   
Industrial Warehouse/Distribution 6 $71,553,006  9.2% 100.0% 1.46x 9.9% 64.6% 58.2%
  Warehouse 1 9,178,412 1.2  100.0% 1.75x 12.0% 67.0% 55.7%
  Subtotal: 7 $80,731,418 10.4% 100.0% 1.49x 10.1% 64.9% 57.9%
                   
Multifamily Student 1 $19,950,000 2.6% 97.1% 1.43x 9.5% 55.9% 47.5%
  Mid-Rise 1 18,200,000 2.4   97.4% 1.44x 7.8% 59.3% 59.3%
  Garden 2 15,500,000 2.0   94.9% 1.46x 8.2% 71.9% 71.9%
  Subtotal: 4 $53,650,000 6.9% 96.6% 1.44x 8.5% 61.7% 58.5%
                   
Manufactured Housing Manufactured Housing 1 $10,750,000  1.4% 97.1% 1.32x 8.9% 55.2% 49.2%
  Subtotal: 1 $10,750,000 1.4% 97.1% 1.32x 8.9% 55.2% 49.2%
  Total / Weighted Average: 56 $774,087,963 100.0%    92.1% 1.66x 10.2% 59.2% 55.5%
(1)Because this table represents information relating to the mortgaged properties and not mortgage loans, the information for the mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 3, 5, 6, 10 and 18, 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. 4, 5, 8 and 11, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(3)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

(4)In the case of Loan Nos. 22 and 38, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

 

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 13  $268,750,000      34.7%     95.1% 1.58x 9.5% 61.0% 57.8%
Washington 4 151,200,000 19.5    82.3% 2.02x 11.3%   55.8% 55.8%
Missouri 5 62,522,746 8.1  97.2% 1.66x 11.2%   55.0% 49.6%
Connecticut 1 48,000,000 6.2  83.9% 1.59x 9.0% 45.7% 45.7%
Georgia 5 47,521,865 6.1  88.8% 1.58x 10.8%   62.5% 54.5%
Wisconsin 2 34,383,006 4.4 100.0% 1.35x 9.5% 63.6% 52.7%
Tennessee 3 27,287,461 3.5  84.4% 1.65x 10.3%   65.3% 59.3%
Mississippi 1 19,950,000 2.6  97.1% 1.43x 9.5% 55.9% 47.5%
Indiana 1 19,250,000 2.5 100.0% 1.34x 10.0%   68.8% 63.9%
Texas 4 19,114,690 2.5  98.3% 1.70x 10.8%   65.4% 61.8%
Illinois 5 16,897,822 2.2  91.7% 1.36x 9.4% 59.1% 52.8%
Florida 3 14,185,310 1.8 100.0% 1.70x 9.7% 63.9% 63.9%
Ohio 2 13,270,064 1.7 100.0% 1.64x 11.3%   68.1% 56.5%
New Mexico 1 11,700,000 1.5 100.0% 1.70x 12.3%   60.9% 56.4%
Arizona 1 8,600,000 1.1 100.0% 1.36x 9.2% 63.7% 57.7%
Pennsylvania 1 3,840,000 0.5 100.0% 1.65x 10.3%   57.4% 52.7%
South Carolina 2 3,555,000 0.5 100.0% 1.65x 10.3%   57.4% 52.7%
Colorado 1 2,360,000 0.3 100.0% 1.63x 9.8% 59.4% 54.3%
Kentucky 1 1,700,000 0.2 100.0% 1.65x 10.3%   57.4% 52.7%
Total / Weighted Average 56   $774,087,963  100.0%     92.1% 1.66x 10.2% 59.2% 55.5%
(1)Because this table represents information relating to the mortgaged properties and not mortgage loans, the information for the mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 3, 5, 6, 10 and 18, 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. 4, 5, 8 and 11, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(3)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

(4)In the case of Loan Nos. 22 and 38, 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.

 

(GRAPHIC)11 of 139(GRAPHIC)

 

 

Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Cut-off Date Principal Balance
 
       

Weighted Average

Range of Cut-off Date
Principal Balances
Number of
Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)
$4,046,001  - $9,999,999 11 $75,793,252 9.8% 5.03399% 114 1.68x 10.7% 65.2% 58.2%
$10,000,000  - $19,999,999 17 251,912,461 32.5    5.14050% 117 1.56x 9.9% 60.1% 56.2%
$20,000,000  - $24,999,999 3 67,600,000 8.7    5.09771% 116 1.56x 9.3% 59.7% 57.4%
$25,000,000  - $49,999,999 4 159,782,251 20.6    5.01974% 112 1.69x 10.5% 53.0% 49.4%
$50,000,000  - $77,000,000 3 219,000,000 28.3    4.89979% 112 1.76x 10.4% 60.6% 57.7%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%
                       
Mortgage Interest Rates
 
       

Weighted Average

Range of
Mortgage Interest Rates
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage Rate Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
4.39200%  - 4.89200% 8 $267,473,006    34.6% 4.73327% 109 1.84x 11.2% 58.2% 53.8%
4.89201%  - 5.39200% 26 422,564,958 54.6 5.13863% 116 1.57x   9.7% 60.4% 56.8%
5.39201%  - 5.48600% 4 84,050,000 10.9 5.45860% 117 1.51x   9.3% 56.6% 54.8%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%
                       
Original Term to Maturity in Months

 

       

Weighted Average 

Original Term to
Maturity in Months
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage Rate Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
60  1 $4,994,687              0.6% 5.00000%  59 1.72x 11.2% 51.3% 47.4%
120 35 659,093,277 85.1  5.07434% 117 1.56x   9.8% 60.0% 55.6%
121  2 110,000,000 14.2  4.78900% 100 2.22x 12.5% 55.2% 55.2%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%
                     

 

Remaining Term to Maturity in Months

 

        Weighted Average
Range of Remaining Term to
Maturity in Months
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage Rate Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV (1)(3)
59  - 84 1 $4,994,687 0.6% 5.00000% 59 1.72x 11.2% 51.3% 47.4%
85  - 119 33 725,380,777 93.7   5.03262% 114 1.65x 10.2% 59.1% 55.3%
120  - 120 4 43,712,500 5.6   5.04851% 120 1.71x   9.9% 62.7% 59.2%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%

(1)In the case of Loan Nos. 1, 3, 5, 6, 10 and 18, 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. 4, 5, 8 and 11, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

(3)In the case of Loan Nos. 22 and 38, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Original Amortization Term in Months

 

        Weighted Average
Original
Amortization
Term in Months
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 15 $381,300,000 49.3% 5.09018% 112 1.77x 9.8% 58.2% 58.2%
360 23 392,787,963 50.7    4.97810% 116 1.55x 10.6% 60.2% 52.9%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%

 

Remaining Amortization Term in Months

 

        Weighted Average
Range of Remaining
Amortization Term in Months
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage Rate Remaining Loan Term UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 15 $381,300,000 49.3% 5.09018% 112 1.77x   9.8% 58.2% 58.2%
350 - 359 6 69,476,218 9.0    4.91499% 109 1.53x 10.5% 63.5% 52.9%
360 - 360 17 323,311,745 41.8    4.99166% 117 1.56x 10.6% 59.5% 52.9%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%
                         
Amortization Types

 

       

Weighted Average 

Amortization Types Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
Interest Only 15 $381,300,000 49.3% 5.09018% 112 1.77x   9.8% 58.2% 58.2%
IO-Balloon 16 315,186,745 40.7    4.98629% 117 1.55x 10.6% 59.4% 52.9%
Balloon  7 77,601,218 10.0    4.94483% 110 1.54x 10.5% 63.7% 53.0%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%

 

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

 

        Weighted Average
Range of Underwritten Net
Cash Flow Debt Service
Coverage Ratios
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
1.31x - 1.49x 12 $234,240,659 30.3% 5.18508% 116 1.39x   8.9% 64.5% 59.8%
1.50x - 1.75x 20 374,034,844 48.3    5.01858% 116 1.62x 10.1% 56.6% 52.6%
1.76x - 2.00x 3 46,712,461 6.0    5.03038% 116 1.82x 11.6% 62.2% 56.4%
2.01x - 2.25x 2 110,000,000 14.2    4.78900% 100 2.22x 12.5% 55.2% 55.2%
2.26x - 2.30x 1 9,100,000 1.2    4.70000% 120 2.30x 11.3% 65.0% 65.0%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%
(1)In the case of Loan Nos. 1, 3, 5, 6, 10 and 18, 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. 4, 5, 8 and 11, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

(3)In the case of Loan Nos. 22 and 38, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

  

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

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

 

        Weighted Average
Range of
Cut-off Date LTVs
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
45.7%  - 55.7% 8 $248,223,932 32.1% 5.03306% 109 1.88x 11.1% 52.2% 51.0%
55.8%  - 65.7% 22 400,597,967 51.8    4.94936% 116 1.58x 10.0% 60.4% 54.8%
65.8%  - 69.9% 4 100,328,412 13.0    5.28235% 118 1.46x 8.8% 68.6% 66.6%
70.0%  - 73.8% 4 24,937,653 3.2    5.38245% 114 1.46x 9.6% 72.8% 66.5%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%

 

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

 

       

Weighted Average

Range of
Maturity Date LTVs
Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
45.7%  - 49.9% 5 $130,173,932 16.8% 5.23868% 115 1.58x 10.0% 50.3% 46.8%
50.0%  - 54.9% 10 227,410,467 29.4    4.82096% 113 1.65x 10.4% 58.4% 52.1%
55.0%  - 59.9% 15 265,953,565 34.4    5.00944% 112 1.76x 10.8% 59.4% 56.3%
60.0%  - 73.6% 8 150,550,000 19.4    5.21867% 117 1.55x   9.1% 67.7% 66.7%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%

 

Prepayment Protection

 

       

Weighted Average

Prepayment Protection Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
Defeasance 29 $562,672,315 72.7% 5.05806% 113 1.67x 10.3% 57.8% 54.4%
Yield Maintenance 6 115,315,648 14.9    4.81647% 115 1.62x 10.7% 59.9% 51.2%
Defeasance or Yield Maintenance 3 96,100,000 12.4    5.14860% 118 1.60x   8.8% 67.0% 67.0%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%
Loan Purpose

 

       

Weighted Average

Loan Purpose Number of
Loans
Cut-off Date
Principal
Balance
% of IPB Mortgage
Rate
Remaining
Loan Term
UW
NCF
DSCR(1)(2)
UW NOI
Debt
Yield(1)
Cut-off
Date LTV(1)(3)
Maturity
Date
LTV(1)(3)
Refinance 18 $451,498,893 58.3% 5.00752% 113 1.72x 10.5% 56.2% 52.5%
Acquisition 17 263,194,413 34.0    5.12018% 117 1.60x 10.0% 64.0% 60.9%
Recapitalization 3 59,394,658 7.7    4.84442% 111 1.42x   8.9% 61.4% 54.4%
Total / Weighted Average: 38 $774,087,963 100.0% 5.03331% 114 1.66x 10.2% 59.2% 55.5%

(1)In the case of Loan Nos. 1, 3, 5, 6, 10 and 18, 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. 4, 5, 8 and 11, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(2)With respect to Loan No. 5, the UW NCF DSCR is calculated using the sum of the first 12 whole loan principal and interest payments after the expiration of the whole loan interest-only period based on the assumed principal and interest payment schedule set forth in Annex G of the Preliminary Prospectus. With respect to Loan No. 8, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex H of the Preliminary Prospectus. With respect to Loan No. 11, the UW NCF DSCR is calculated using the sum of the first 12 principal and interest payments after the expiration of the interest-only period based on the assumed principal and interest payment schedule set forth in Annex I of the Preliminary Prospectus.

(3)In the case of Loan Nos. 22 and 38, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Collateral Characteristics

 

Previous Securitization History(1)

 

  No.  Loan Name Cut-off Date
Principal Balance

% of 

IPB 

Location Property
Type
Previous
Securitization
2 400 South El Camino $75,000,000 9.7% San Mateo, CA Office COMM 2007-FL14
5 Saint Louis Galleria 46,479,245 6.0 Saint Louis, MO Retail COMM 2014-CCRE14
19.01 RDM Chicago Portfolio – 1200 North Ashland Avenue 9,500,000 1.2 Chicago, IL Mixed Use MSBAM 2014-C14
19.04 RDM Chicago Portfolio – 230 West Division Street 1,190,000 0.2 Chicago, IL Retail MSBAM 2014-C14
27 Hickory View Apartments 10,600,000 1.4 Nashville, TN Multifamily FNA 2015-M10
35 DPBI Portfolio 4,994,687 0.6 Various Retail JPMBB 2014-C21
Total   $147,763,932 19.1%        
(1)The table above represents the properties for which the previously existing debt was securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
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

35 DPBI Portfolio Various, Various $4,994,687 0.6% $4,611,052 100.0% 60 59 1.72x 11.2% 51.3% 47.4%
Total / Weighted Average:   $4,994,687 0.6% $4,611,052 100.0% 60 59 1.72x 11.2% 51.3% 47.4%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates, including the Class A-2 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
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

1 Renaissance Seattle Seattle, WA   $77,000,000 9.9%     $77,000,000 70.0% 121 100 2.22x 12.6% 55.3% 55.3%
6 Grand Hyatt Seattle Seattle, WA $  33,000,000 4.3% $    33,000,000 30.0% 121 100 2.21x 12.3% 54.9% 54.9%
Total / Weighted Average:   $110,000,000 14.2%   $110,000,000 100.0% 121 100 2.22x 12.5% 55.2% 55.2%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-3 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates, including the Class A-3 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

(2)Reflects the percentage equal to the Maturity Date Balance divided by the initial Class A-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 2019-COR4
 
Structural Overview

 

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

On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R) at the applicable pass-through rate will be distributed in the following order of priority to the extent of Available Funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B and Class X-D Certificates (the “Senior Certificates”), on a pro rata basis, based on the interest entitlement for each such Class on such date, and then to the Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-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 E, Class F-RR, Class G-RR, Class H-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 rate and the rate described in clause (ii) above, or (iv) the rate described in clause (ii) above less a specified percentage.

 

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

 

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

 

The pass-through rate for the Class X-D Certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass through rates on the Class D and Class E certificates for the related Distribution Date, weighted on the basis of their respective certificate balances outstanding immediately prior to that Distribution Date.

 

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

     
■    Distribution of Principal:  

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

 

first, to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB planned principal balance for the related Distribution Date set forth in Annex F to the Preliminary Prospectus, second, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, third, to the Class A-2 Certificates, until the Certificate Balance of such Class is reduced to zero, fourth, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero, fifth, to the Class A-4 Certificates, until the Certificate Balance of such Class is reduced to zero, sixth, to the Class A-5 Certificates, until the Certificate Balance of such Class is reduced to zero, and seventh, to the Class A-SB Certificates, until the Certificate Balance of such Class is reduced to zero and then to the Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-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 will be distributed, up to the Available Funds, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata based on the Certificate Balance of each such Class until the Certificate Balance of each such Class is reduced to zero.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Structural Overview

 

 

The “Cross-Over Date” means the Distribution Date on which the aggregate Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F-RR, Class G-RR, Class H-RR 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-D Certificates (the “Class X Certificates”) will not be entitled to receive distributions of principal; however, the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB and Class A-S Certificates, the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class B and Class C Certificates and the notional amount of the Class X-D Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class D and Class E Certificates.

 

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

     
■    Yield Maintenance / Fixed Penalty Allocation:   For purposes of the distribution of Yield Maintenance Charges on any Distribution Date any Yield Maintenance Charges collected in respect of the mortgage loans will be allocated pro rata among five groups (based on the aggregate amount of principal distributed to the Principal Balance Certificates in each group), consisting of (a) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S and Class X-A Certificates (“YM Group A”), (b) the Class B, Class C and Class X-B Certificates (“YM Group B”), (c) the Class X-D, Class D and Class E Certificates (“YM Group D”) and (d) the Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates (“YM Group RR”). As among the Classes of Certificates in each YM Group, other than the YM Group RR, each Class of Certificates entitled to distributions of principal will receive an amount calculated generally in accordance with the following formula and as more specifically described in the Preliminary Prospectus, with any remaining Yield Maintenance Charges on such Distribution Date being distributed to the class of Class X Certificates in such YM Group.

 

 YM
Charge

 X Principal Paid to Class  X (Pass-Through Rate on Class – Discount Rate)

Total Principal Paid to the related

YM Group

(Mortgage Rate on Loan – Discount Rate)

 

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

 

  YM Charge X Principal Paid to Class
  Total Principal Paid to the related YM Group

 

  No Yield Maintenance Charges will be distributed to the Class R Certificates.
     
■    Realized Losses:  

On each Distribution Date, losses on the mortgage loans will be allocated first to the Class NR-RR, Class H-RR Class G-RR, Class F-RR, Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case until the Certificate Balance of all such Classes have been reduced to zero, and then, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates, pro rata, based on the Certificate Balance of each such Class, until the Certificate Balance of each such Class has been reduced to zero. The notional amounts of the Class X-A, Class X-B and Class X-D Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates that are components of the notional amounts of the Class X-A, Class X-B and Class X-D Certificates, respectively.

 

Losses on each Whole Loan will be allocated between any related pari passu companion loans, pro rata, based on their respective principal balances.

 

See “Description of the Certificates—Distributions—Priority of Distributions” 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 2019-COR4
 
Structural Overview

 

■    Interest Shortfalls:   A shortfall with respect to the amount of available funds distributable in respect of interest can result from, among other sources: (a) delinquencies and defaults by borrowers; (b) shortfalls resulting from the application of appraisal reductions to reduce P&I Advances; (c) shortfalls resulting from interest on Advances made by the Master Servicer, the Special Servicer or the Trustee; (d) shortfalls resulting from the payment of Special Servicing Fees and other additional compensation that the Special Servicer is entitled to receive; (e) shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer; (f) shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and (g) shortfalls resulting from other unanticipated or default-related expenses of the trust. Any such shortfalls that decrease the amount of available funds distributable in respect of interest to the Certificateholders will reduce distributions to the classes of Certificates (other than the Class R Certificates) beginning with those with the lowest payment priorities, in reverse sequential order. See “Description of the Certificates—Distributions—Priority of Distributions” in the Preliminary Prospectus.
     
■    Appraisal Reduction Amounts:  

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

 

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

 

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

 

With respect to each Serviced Whole Loan, the Appraisal Reduction Amount is notionally allocated pro rata between the related mortgage loan and any related serviced pari passu companion loan(s), based upon their respective principal balances. 

     
■    Appraisal Reduced Interest:   Accrued and unpaid interest at the related Mortgage Rate for a mortgage loan that is not advanced by the Master Servicer or the Trustee as backup master servicer due to the application of Appraisal Reduction Amounts to such mortgage loan.
     
■    Master Servicer Advances:   The Master Servicer will be required to advance certain delinquent scheduled mortgage loan payments of principal and interest and certain property protection advances, in each case, to the extent the Master Servicer deems such advances to be recoverable. At any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Master Servicer in respect of delinquent payments of interest on any mortgage loan will be reduced to equal the product of (x) the interest portion of the amount that would be advanced without regard to any Appraisal Reduction Amount and (y) a fraction, the numerator of which is the then-outstanding principal balance of the mortgage loan minus the Appraisal Reduction Amount and the denominator of which is the then-outstanding principal balance of the mortgage loan. The Master Servicer will not make any principal or interest advances with respect to any companion loan.

 

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

 

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■    Whole Loans:  

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

 

In the case of all of the Whole Loans, referred to as the “Renaissance Seattle Whole Loan”, the “Liberty Station Retail Whole Loan”, the “Saint Louis Galleria Whole Loan”, the “Grand Hyatt Seattle Whole Loan”, the “CBBC Industrial Portfolio Whole Loan” and the “Sheraton Music City 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”).

 

The Renaissance Seattle Whole Loan, the Saint Louis Galleria Whole Loan, the Grand Hyatt Seattle Whole Loan, the CBBC Industrial Portfolio Whole Loan and the Sheraton Music City Whole Loan (each a “Non-Serviced Whole Loan”) are being serviced and administered pursuant to the applicable pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

 

The Liberty Station Retail Whole Loan (“Serviced Whole Loan”) will be serviced under the pooling and servicing agreement for the JPMCC 2019-COR4 transaction (the “Pooling and Servicing Agreement”), and the related Companion Loans are referred to as “Serviced Companion Loans”. 

     
■    Highlighted Servicing Provisions:  

The following are certain servicing provisions of note:

 

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

 

A mortgage loan will not become a specially serviced loan for up to 120 days in circumstances where the related borrower does not make its balloon payment at maturity upon satisfaction of certain conditions, including that the borrower has, prior to such maturity date, provided documentation from an acceptable lender, including, without limitation, an executed term sheet or refinancing commitment or an executed purchase and sale agreement, in each case, that is consistent with CMBS market practices and is reasonably satisfactory in form and substance to the Master Servicer evidencing an expected refinancing of the mortgage loan or sale of the related mortgaged property.

 

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

 

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

 

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

 

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

 

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

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

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

 

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

 

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

 

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

 

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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Directing Certificateholder will not have a right of first refusal to purchase a defaulted loan.

 

If the Special Servicer does not receive a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the defaulted loan or REO property at the Purchase Price. If the Special Servicer does not purchase the defaulted loan or REO property at the Purchase Price, the Special Servicer is required to accept the highest offer received from any person that is determined to be a fair price (supported by an appraisal required to be obtained by the Special Servicer within 30 days of a mortgage loan becoming a specially serviced loan) for such defaulted loan or REO property, if the highest offeror is a person other than an Interested Person. If the highest offer is made by an Interested Person, the Trustee will determine (based upon the most recent appraisal or updated appraisal conducted in accordance with the terms of the Pooling and Servicing Agreement) whether the offer constitutes a fair price for the defaulted loan or REO property provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties and the Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert retained by the Trustee in connection with making such determination. Neither the Trustee nor any of its affiliates may make an offer for or purchase any specially serviced loan or REO property. An “Interested Person” is any person that is (i) a party to the Pooling and Servicing Agreement, the Directing Certificateholder, any sponsor, any Borrower Party, any independent contractor engaged by the Special Servicer, any holder of a mezzanine loan (but only with respect to the related mortgage loan) or any known affiliate of any such person or, (ii) with respect to a defaulted whole loan, the depositor, the master servicer, the special servicer (or independent contractor engaged by such special servicer) or the trustee for any securitization that includes a related Companion Loan and each holder of any related Companion Loan, or any known affiliate of any such person.

 

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

 

If title to any mortgaged property is acquired by the trust fund, the Special Servicer will be required to sell such mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (a) the IRS grants or has not denied an extension of time to sell such mortgaged property or (b) the Special Servicer, Trustee and the Certificate Administrator receive an opinion of independent counsel to the effect that the holding of the property by the trust longer than the above-referenced three-year period will not result in the imposition of a tax on any REMIC of the trust fund or cause any REMIC of the trust fund to fail to qualify as a REMIC.

 

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable pooling and servicing agreement determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan, included in the JPMCC 2019-COR4 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 F-RR, G-RR, H-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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement. With respect to any mortgage loan (other than any non-serviced mortgage loan or any Excluded Loan), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan 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.

 

A “Borrower Party” means a borrower, a mortgagor, a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

 

An “Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan, or a holder of a preferred equity interest under a mortgage loan that has exercised its remedies under the operating agreement to remove and replace the manager of the borrower.

 

An “Excluded Loan” is a mortgage loan or Whole Loan with respect to which the Directing Certificateholder or the holder of the majority of the controlling class is a Borrower Party.

 

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

 

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

     
■    Directing Certificateholder:   LCM or one of its affiliates, is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Excluded Loans).
     
■    Controlling Class:  

The “Controlling Class” will at any date of determination be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance for such Class; provided that if at any time the Certificate Balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate Class among the Control Eligible Certificates that has an aggregate Certificate Balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts. The Controlling Class as of the Closing Date will be the Class NR-RR Certificates.

 

Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”.

     
■    Control Termination Event:   A “Control Termination Event” will occur when the Class F-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 no Control Termination Event may occur with respect to 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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Directing Certificateholder and the term “Control Termination Event” will not be applicable to the Directing Certificateholder; provided, further, that a Control Termination Event will not be deemed to be continuing in the event the Certificate Balances of all Classes of Principal Balance Certificates other than the Control Eligible Certificates 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 pooling and servicing agreement governing such non-serviced mortgage loan) due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the issuing entity or the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect.

 

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

 

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

 

■    Consultation Termination Event:  

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

     
■    Operating Advisor Consultation Event:   An “Operating Advisor Consultation Event” will occur when the Certificate Balances of the Class F-RR, Class G-RR, Class H-RR and Class NR-RR Certificates in the aggregate (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the initial Certificate Balances of such classes in the aggregate.

 

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

 

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

Holders of the majority of any Appraised-Out Class will have the right, at their sole expense, to require the Special Servicer to order a supplemental appraisal report from an MAI appraiser (selected by the Special Servicer) for any mortgage loan (or Serviced Whole Loan) that results in the Class becoming an Appraised-Out Class.

 

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

     
●    Operating Advisor:  

The Operating Advisor will initially be Pentalpha Surveillance LLC. The Operating Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of specially serviced loans. With respect to each mortgage loan (other than a non-serviced mortgage loan) or Serviced Whole Loan, the Operating Advisor will be responsible for:

 

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

 

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

 

●   recalculating and reviewing for accuracy and consistency with the Pooling and Servicing Agreement the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan; and

 

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

 

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

 

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

 

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

 

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

 

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In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard and (2) the replacement of the Special Servicer would be in the best interest of the certificateholders as a collective whole, then, the Operating Advisor will have the right to recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate Administrator (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

 

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders (which, for this purpose, is the holders of Principal Balance Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or certificate owners that are not affiliated with each other). In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time.

     
■    Replacement of Operating Advisor:  

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

 

Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an institution (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by 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 or risk retention affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to any securitization that includes a Companion Loan, or any of their respective affiliates; (D) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; (E) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and that has at least 5 years of experience in collateral analysis and loss projections and (y) has at least 5 years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets and (F) that does not directly or indirectly, through one or more affiliates or otherwise, own or have derivative exposure in any interest in any certificates, any mortgage loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which the PSA relates, other than in fees from its role as operating advisor and asset representations reviewer (to the extent it also acts as the asset representations reviewer). 

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

 

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

 

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second anniversary of the Closing Date, at least 10 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period or (B) after the second anniversary of the Closing Date, at least 15 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable Collection Period.

 

Following the determination that an Asset Review Trigger has occurred, the Certificate Administrator will include in the Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur. Once an Asset Review Trigger has occurred, Certificateholders evidencing not less than 5% of the voting rights may deliver to the Certificate Administrator a written direction requesting a vote on whether to commence an Asset Review within 90 days after the filing of the Form 10-D reporting the occurrence of the Asset Review Trigger (an “Asset Review Vote Election”). If directed by such Certificateholders, a vote of all Certificateholders will commence and an Asset Review will occur if a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of the Asset Review Vote Election. If the vote does not pass, then no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any delinquent mortgage loan until an additional mortgage loan becomes a Delinquent Loan, an Asset Review Trigger occurs as a result or is otherwise in effect, another Asset Review Vote Election is made and a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the voting rights respond) vote affirmatively within 150 days of such Asset Review Vote Election. 

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

 

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

 

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■    Appointment and Replacement of Special Servicer:  

The Directing Certificateholder  will  appoint  the initial  Special Servicer as of the Closing Date.  Prior to the  occurrence and continuance of a  Control  Termination Event, the  Special Servicer may generally be replaced at any time, with or without cause by the Directing Certificateholder.

 

If the Special Servicer obtains knowledge that it is a Borrower Party with respect to any mortgage loan or Serviced Whole Loan (any such mortgage loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the Special Servicer will be required to resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan, the controlling class certificateholders or the Directing Certificateholder on their behalf will be required to select a successor special servicer that is not a Borrower Party in accordance with the terms of the Pooling and Servicing Agreement (an “Excluded Special Servicer”) for the related Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan, the resigning Special Servicer will be required to use reasonable efforts to select the related Excluded Special Servicer.

 

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

 

The Operating Advisor may also recommend the replacement of the Special Servicer at any time as described in “Operating Advisor” above. 

     
■    Replacement of Special Servicer by Vote of Certificateholders:  

After the occurrence and during the continuance of a Control Termination Event and upon (a) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights of the Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Principal Balance Certificates) requesting a vote to replace the Special Servicer with a replacement special servicer, (b) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of written confirmations from each Rating Agency that the appointment of such replacement special servicer will not result in a downgrade, withdrawal or qualification of the Certificates (which confirmations will be obtained at the expense of such holders), the Certificate Administrator will be required to post notice of such direction on its website and by mail, and conduct the solicitation of votes of all Certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 50% of a Certificateholder Quorum, the Trustee will immediately replace the Special Servicer with a qualified replacement special servicer designated by such holders of Certificates.

 

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

 

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

 

With respect to any Non-Serviced Whole Loan, subject to the related intercreditor agreement, the JPMCC 2019-COR4 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

 

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

 

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    applicable pooling and servicing agreement, 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 pooling and servicing agreement by the related directing holder prior to a control event under such pooling and servicing agreement. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.
     
■    Dispute Resolution Provisions:  

Each Mortgage Loan Seller will be subject to the dispute resolution provisions set forth in the Pooling and Servicing Agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the Depositor by a Mortgage Loan Seller and such Mortgage Loan Seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

 

Generally, in the event that a request to repurchase a mortgage loan (a “Repurchase Request”) is not “Resolved” (as defined below) within 180 days after the related Mortgage Loan Seller receives such Repurchase Request (a “Resolution Failure”), then the Enforcing Servicer (as defined below) will be required to send a notice to the “Initial Requesting Certificateholder” (if any) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver a written notice to the Enforcing Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

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

 

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

 

Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually 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.

 

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

 

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■    Investor Communications:  

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

 

9062 Old Annapolis Road

 

Columbia, Maryland 21045

 

Attention: Corporate Trust Administration Group – JPMCC 2019-COR4

 

With a copy to: trustadministrationgroup@wellsfargo.com

 

■    Master Servicer and Special Servicer Compensation:  

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

 

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

 

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

 

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

 

A “Workout Fee” will generally be payable with respect to each corrected loan (as more specifically described in the Preliminary Prospectus) and will be calculated at a rate of 1.00% of payments of principal and interest on the respective mortgage loan for so long as it remains a corrected loan, subject to a maximum of $1,000,000 in the aggregate with respect to any particular corrected loan. After receipt by the Special Servicer of Workout Fees with respect to a corrected loan in an amount equal to $25,000, any Workout Fees in excess of such amount will be reduced by the Excess Modification Fee Amount; provided that in the event the Workout Fee, collected over the course of such workout calculated at the Workout Fee Rate is less than $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 INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 “Excess Modification Fee Amount” for any corrected loan is an amount equal to any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related Serviced Companion Loan, unless prohibited under the related intercreditor agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior 18 months of the related modification, waiver, extension or amendment resulting in the mortgage loan or REO loan being a corrected loan, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

A “Liquidation Fee” will generally be payable with respect to each specially serviced loan or REO property (except with respect to any non-serviced mortgage loan) as to which the Special Servicer obtains a full or partial recovery of the related asset. The Liquidation Fee for each specially serviced loan will be payable at in an amount equal to the lesser of (i) a rate of 1.00% of the liquidation proceeds (exclusive of default interest) (or, if such rate would result in an aggregate liquidation fee of less than $25,000, then the rate will be equal to such higher rate as would result in an aggregate liquidation fee equal to $25,000) and (ii) $1,000,000.

 

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

 

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

 

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

 

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

 

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

     
■    Deal Website:  

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

 

■   special notices; 

■   summaries of any final asset status reports; 

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

■   an “Investor Q&A Forum”; 

■   a voluntary investor registry; 

■   SEC EDGAR filings; and 

■   risk retention.

 

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

 

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

 

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Renaissance Seattle

 

(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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Renaissance Seattle

 

(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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Renaissance Seattle

 

Mortgage Loan Information   Property Information
Mortgage Loan Seller: LCM   Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $77,000,000   Title: Fee
Cut-off Date Principal Balance(1): $77,000,000   Property Type - Subtype: Hotel – Full Service
% of Pool by IPB: 9.9%   Net Rentable Area (Rooms): 557
Loan Purpose: Refinance   Location: Seattle, WA
Borrower: Madison Hotel LLC   Year Built / Renovated: 1978 / 2014-2017
Sponsor(2): Hedreen Holdings LLC   Occupancy / ADR / RevPAR 81.6% / $208.70 / $170.36
Interest Rate: 4.81000%   Occupancy / ADR / RevPAR Date: 9/30/2018
Note Date: 5/2/2017   Number of Tenants: N/A
Maturity Date: 6/6/2027   2015 NOI: $15,824,756
Interest-only Period: 121 months   2016 NOI: $16,093,069
Original Term: 121 months   2017 NOI: $16,282,562
Original Amortization: None   TTM NOI (as of 9/2018): $16,263,877
Amortization Type: Interest Only   UW Occupancy / ADR / RevPAR: 81.6% / $208.70 / $170.36
Call Protection: L(45),Def(72),O(4)   UW Revenues: $44,885,370
Lockbox / Cash Management: Hard / Springing   UW Expenses: $28,882,387
Additional Debt: Yes   UW NOI: $16,002,982
Additional Debt Balance(1): $50,000,000   UW NCF: $13,758,714
Additional Debt Type(1): Pari Passu   Appraised Value / Per Room: $229,700,000 / $412,388
      Appraisal Date: 3/8/2017
         

 

Escrows and Reserves(3)   Financial Information(1)
  Initial Monthly Initial Cap   Cut-off Date Loan / Room:   $228,007
Taxes: $95,000 $116,000 N/A   Maturity Date Loan / Room:   $228,007
Insurance: $280,000 $28,000 N/A   Cut-off Date LTV:   55.3%
FF&E Reserves: $0  5% of Gross Income N/A   Maturity Date LTV:   55.3%
TI/LC: $0 $0 N/A   UW NCF DSCR:   2.22x
Other: $2,866,271 $0 N/A   UW NOI Debt Yield:   12.6%
               
                 
Sources and Uses

Sources Proceeds % of Total   Uses Proceeds % of Total
Whole Loan(1) $127,000,000 100.0%   Payoff Existing Debt $92,423,041 72.8%
        Upfront Reserves 3,241,271 2.6%
    %   Closing Costs 385,422 0.3%
    %   Return of Equity 30,950,266 24.4%
Total Sources $127,000,000 100.0%   Total Uses $127,000,000 100.0%

(1)The Renaissance Seattle Mortgage Loan (as defined below) is part of a whole loan evidenced by three pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $127.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $127.0 million Renaissance Seattle Whole Loan (as defined below).

(2)The sponsor is also the sponsor of the mortgage loan identified on Annex A-1 to the Preliminary Prospectus as Grand Hyatt Seattle, which has a Cut-off Date Principal Balance of $33.0 million.

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

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Renaissance Seattle

 

The Loan. The Renaissance Seattle mortgage loan (the “Renaissance Seattle Mortgage Loan”) is secured by a first mortgage lien on the borrower’s fee interest in a 557-room full-service hotel located at 515 Madison Street in downtown Seattle, Washington (the “Renaissance Seattle Property”). The Renaissance Seattle Mortgage Loan is part of a whole loan that has an aggregate original principal balance of $127.0 million (the “Renaissance Seattle Whole Loan”) and is comprised of three pari passu notes, each described below. The controlling Note A-1 was contributed to the COMM 2017-COR2 trust as described in the “Whole Loan Summary” chart below. The non-controlling Notes A-2 and A-3, with an aggregate outstanding principal balance as of the Cut-off Date of $77.0 million, are being contributed to the JPMCC 2019-COR4 Trust. The relationship between the holders of the Renaissance Seattle Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Renaissance Seattle Whole Loan has an approximately 10-year term and requires interest-only payments for the term of the loan. The most recent prior financing of the Renaissance Seattle Property was not included in a securitization.

 

Whole Loan Summary
Notes Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $50,000,000 $50,000,000 COMM 2017-COR2  Yes
A-2 50,000,000  50,000,000 JPMCC 2019-COR4 No
A-3  27,000,000  27,000,000 JPMCC 2019-COR4 No
Total $127,000,000 $127,000,000    

 

The Borrower. The borrower, Madison Hotel LLC, is a single purpose Delaware limited liability company structured to be bankruptcy-remote, with two independent directors in its organizational structure. 

 

The Loan Sponsor. The Renaissance Seattle Whole Loan’s sponsor and the nonrecourse carve-out guarantor is Hedreen Holdings LLC. Richard Hedreen, the CEO of R.C. Hedreen Co., the parent company of Hedreen Holdings LLC, has over 50 years of experience in real estate development, acquisition, and management. Mr. Hedreen’s current real estate portfolio includes the Renaissance Seattle Property, the Grand Hyatt Seattle (also an asset in the JPMCC 2019-COR4 Trust), the Hyatt @ Olive 8 and the 7th & Pine retail and parking property which is located directly below the Grand Hyatt Seattle hotel (but is not collateral for the Grand Hyatt Seattle Loan). All the properties in Mr. Hedreen’s current portfolio are located in downtown Seattle and all were originally developed by Mr. Hedreen.

 

Other notable developments by Mr. Hedreen include the Hilton Seattle, the Crowne Plaza Seattle Downtown hotel and the Olive 8 Condominiums which is comprised of 229 individually owned residential condominium units located above the Hyatt @ Olive 8 hotel. The 40-story Hyatt @ Olive 8 tower has one of the largest green roofs in downtown Seattle (8,355 square feet) and is LEED silver certified. 

 

The Property. The Renaissance Seattle Property is a 557-room, 28-story, AAA Four-Diamond rated, full-service hotel located at 515 Madison Street in downtown Seattle, Washington, within the Seattle central business district. The borrower completed the construction of the Renaissance Seattle Property in 1978. Beginning in 2014, following the extension of the original Marriott franchise agreement through August 2028, the borrower commenced an approximately $24.7 million ($44,343 per room), chain-mandated PIP encompassing guestroom renovations, elevator upgrades, noise mitigation for windows, ballroom HVAC and lighting upgrades, renovations to the public space, fitness center, 28th floor meeting room and public restroom renovations and life safety upgrades which was completed in December 2017.

 

The Renaissance Seattle Property features 557 newly renovated guestrooms and suites, a Maxwell’s Restaurant and Lounge, the 515 Coffee Bar & Lounge, The Fig & The Judge Restaurant which also serves as the Renaissance Seattle Property’s concierge lounge, approximately 28,000 square feet of flexible meeting space, a newly renovated fitness center, a business center and a five-level subterranean parking garage containing 193 parking spaces. The Renaissance Seattle Property offers four guestroom configurations and suites. The configurations include 274 king guestrooms (350 square feet), 207 double/double guestrooms (350 square feet), 71 corner king guestrooms (350 square feet) and five luxury suites (750 square feet). Each guestroom at the Renaissance Seattle Property includes either a king or two double beds, at least one TV, a mini-fridge, a coffeemaker, work area with desk, dual line phones with voicemail, iron and ironing board, bathrobes, in-room safe, alarm clock radio and Wi-Fi throughout. Suites include a separate sitting area.

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Renaissance Seattle

 

The Renaissance Seattle Property is located in the area known as the retail core neighborhood in downtown Seattle, a restaurant and shopping district just south of the Denny Triangle, situated near South Lake Union. According to the appraisal, the Renaissance Seattle Property is located near the area's primary generators of lodging demand including dozens of upscale retailers and restaurants, major department stores, shopping centers, hotels, office buildings and the Washington State Convention Center (“WSCC”). Because of its central location, the retail core has a substantial daytime population throughout the week. According to the appraisal, the nearby neighborhoods Denny Triangle and South Lake Union represent two of the city's fastest growing neighborhoods. Amazon’s corporate headquarters was relocated to South Lake Union in 2015.

 

According to the Downtown Seattle Association, Amazon's footprint totals 7.6 million square feet with another 3.1 million square feet under development. Amazon reportedly will occupy a total of 12.0 million square feet by 2022, or equal to about a fifth of the inventory of downtown's best-in-class office space. 

 

In 2015, Expedia announced plans to relocate its headquarters from Bellevue to Downtown Seattle. The development plans will allow Expedia to transition its 3,500 employees to the Seattle campus, with full occupancy expected in 2019. Additionally, several Silicon Valley high-tech companies, such as Google and Facebook, also have a presence in Seattle. In 2016, Google announced plans to relocate its Fremont campus to South Lake Union in 2019. Google’s new campus, which began construction in the second quarter of 2017, will occupy 607,000 square feet of office space and will be able to accommodate 3,000 to 4,000 employees.

 

The loan sponsor also developed Seattle’s largest hotel, the Hyatt Regency located at 8th & Howell. The 1,260 room Hyatt Regency hotel broke ground in 2016, on a site previously owned by an affiliate of the loan sponsor and opened for business in December 2018. The Hyatt Regency is adjacent to the Washington State Convention Center Addition (“WSCC Addition”), which is scheduled to open in 2021. The preliminary cost of the WSCC Addition project is estimated at over $1.5 billion, and the expansion is expected to more than double the size of the existing WSCC, with an additional 440,000 square feet of meeting space planned for the project. The WSCC Addition project is expected to provide several economic benefits, including as much as $240.0 million annually in visitor spending, as many as 3,900 direct and indirect jobs, and some 6,000 jobs during construction.

 

The demand segmentation for the Renaissance Seattle Property consists of 50% commercial demand, 20% meeting and group demand, 15% leisure demand and 15% contract demand. The Renaissance Seattle Property’s top corporate accounts include Boeing, Pricewaterhouse, Accenture, Deloitte and Ernst & Young.

 

Historical Occupancy, ADR, RevPAR(1)(2)
  Competitive Set Renaissance Seattle(3) Penetration Factor
 Year Occupancy ADR  RevPAR  Occupancy ADR RevPAR Occupancy ADR RevPAR
2015 84.3% $225.52 $190.05 82.2% $190.32 $156.52 97.5% 84.4% 82.4%
2016 82.2% $232.80 $191.47 84.0% $195.78 $164.42 102.1%   84.1% 85.9%
2017 86.5% $244.44 $211.35 84.0% $203.92 $171.25 97.2% 83.4% 81.0%
TTM(4) 84.0% $230.91 $193.87 81.6% $208.70 $170.36 97.2% 90.4% 87.9%

(1)The minor variances between the underwriting, appraisal and above table with respect to Occupancy, ADR and RevPAR at the Renaissance Seattle Property are attributable to variances in reporting methodologies and/or timing differences.

(2)Data provided by a third party travel research report.

(3)Based on operating statements provided by the borrower.

(4)TTM represents the trailing 12-month period ending on September 30, 2018.

 

The Renaissance Seattle Property’s immediate marketplace includes eight competitive properties. The eight primary competitors range in size from 237 to 891 rooms. Overall, when taking into account the Renaissance Seattle Property, the competitive set collectively contains an aggregate of 4,137 rooms.

 

In total, the loan sponsor has developed approximately 55.6% of the appraisal’s competitive set by number of hotels (five of nine) and 48.6% by number of rooms (2,012 of 4,137), and currently owns 33.3% of the appraisal’s competitive set by number of hotels (three of nine) and 32.9% by number of rooms (1,360 of 4,137).

 

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

 

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Structural and Collateral Term Sheet   JPMCC 2019-COR4
 
Renaissance Seattle

 

Competitive Hotels Profile(1)
        2016 Estimated Operating Statistics
Property Rooms

Year

Opened

Meeting

Space (SF)

Occupancy ADR RevPAR
Renaissance Seattle(2)(3) 557 1978 28,000 84.0%   $195.78  $164.42.x
Grand Hyatt Seattle(2) 457 2001 22,000 80-85% $230-240 $200-210 x
Hilton Seattle(4) 237 1970 6,000 90-95% $210-220 $200-210 x
Fairmont Olympic Hotel Seattle 450 1924 17,500 65-70% $250-260 $180-190 x
Westin Seattle 891 1929 48,000 80-85% $210-220 $170-180 x
Marriott Seattle Waterfront Hotel 358 2003 11,000 80-85% $260-270 $210-220 x
Hyatt @ Olive 8(2) 346 2009 10,500 80-85% $220-230 $190-200 x
Crowne Plaza Seattle Downtown(4) 415 1983 8,500 80-85% $170-180 $140-150 x
W Hotel Seattle 426 1999 10,000 70-75% $230-240 $170-180 x
Total 4,137          

(1)Based on the appraisal.

(2)Originally developed and currently owned by the loan sponsor.

(3)The Renaissance Seattle 2016 Occupancy, ADR and RevPAR are based on operating statement provided by the borrower.

(4)Originally developed by the loan sponsor and subsequently sold to a third party.

 

Operating History and Underwritten Net Cash Flow
  2015 2016 2017 TTM(1) Underwritten

Per

Room(2)

% of Total
Revenue(3)
Occupancy 82.2% 84.0% 84.0% 81.6% 81.6%    
ADR $190.32 $195.78 $203.92 $208.70 $208.70    
RevPAR $156.52 $164.42 $171.25 $170.36 $170.36    
               
Room Revenue $31,735,225 $33,509,972 $34,816,678 $34,635,950 $34,635,950 $62,183 77.2%%
Food & Beverage Revenue 7,434,644 6,886,049 7,564,440 8,638,781 8,638,781 15,509 19.2%%
Other Departmental Revenue 1,738,457 1,754,032 1,683,406 1,610,639 1,610,639 2,892 3.6%%
Total Revenue $40,908,326 $42,150,053 $44,064,524 $44,885,370 $44,885,370 $80,584 100.0%%
               
Room Expense $7,679,367 $7,868,949 $8,350,870 $8,293,845 $8,293,845 $14,890 23.9%%
Food & Beverage Expense 5,876,452 6,133,686 6,238,916 6,284,901 6,284,901 11,283 72.8%%
Other Departmental Expense 462,850 475,932 574,497 565,787 565,787 1,016 35.1%%
Departmental Expenses $14,018,669 $14,478,567 $15,164,283 $15,144,532 $15,144,532 $27,189 33.7%%
               %
Gross Operating Profit $26,889,657 $27,671,486 $28,900,241 $29,740,838 $29,740,838 $53,395 66.3%%