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JP Morgan Chase Commercial Mortgage Securities

Filed: 13 Oct 20, 3:06pm

 

  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-226123-10
   

October 12, 2020Benchmark 2020-B20

 

Free Writing Prospectus

Structural and Collateral Term Sheet 

BENCHMARK 2020-B20

 

 

$903,488,876

(Approximate Mortgage Pool Balance)

 

$746,733,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 

 

 

BENCHMARK 2020-B20 mORTGAGE TRUST,

 Commercial Mortgage Pass-Through Certificates

Series 2020-B20

 

 

 
JPMorgan Chase Bank, National Association
Citi Real Estate Funding Inc.
German American Capital Corporation
Goldman Sachs Mortgage Company
Sponsors and Mortgage Loan Sellers
J.P. MorganGoldman Sachs & Co. LLCDeutsche Bank SecuritiesCitigroup
Co-Lead Managers and Joint Bookrunners
 
Drexel Hamilton

 

Co-Managers

 

Academy Securities

 

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

 

 

 

 

October 12, 2020Benchmark 2020-B20

 

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

 

The Depositor has filed a registration statement (including a prospectus) with the SEC (SEC File no. 333-226123) 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 Regulation (EU) 2017/1129 (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 Benchmark 2020-B20
 
Indicative Capital Structure

 

Publicly Offered Certificates

ClassExpected Ratings
(S&P / Fitch / KBRA)
Approximate Initial
Certificate Balance or
Notional Amount(1)
Approximate
Initial Credit
Support(2)
Expected
Weighted
Avg. Life
(years)(3)
Expected Principal
Window(3)
Certificate
Principal to
Value
Ratio(4)
Underwritten
NOI Debt
Yield(5)
A-1AAA(sf) / AAAsf / AAA(sf)$13,046,000   30.000%2.4811/2020 – 3/202539.2%15.6%
A-2AAA(sf) / AAAsf / AAA(sf)$69,728,000   30.000%4.653/2025 – 10/202539.2%15.6%
A-3AAA(sf) / AAAsf / AAA(sf)$68,875,000    30.000%

6.96

10/2027 – 10/202739.2%15.6%
A-4AAA(sf) / AAAsf / AAA(sf)(6)30.000%(6)(6)39.2%15.6%
A-5AAA(sf) / AAAsf / AAA(sf)(6)30.000%(6)(6)39.2%15.6%
A-SBAAA(sf) / AAAsf / AAA(sf)

$18,529,000    

30.000%7.2510/2025 – 3/203039.2%15.6%
X-AAA-(sf) / AAAsf / AAA(sf)$667,339,000(7)    N/AN/AN/AN/AN/A
X-BNR / A-sf / AAA(sf)$79,394,000(7)    N/AN/AN/AN/AN/A
A-SAA-(sf) / AAAsf / AAA(sf)$66,519,000    22.250%9.9610/2030 – 10/203043.5%14.0%
BNR / AA-sf / AA(sf)$38,624,000    17.750%9.9610/2030 – 10/203046.1%13.3%
CNR / A-sf / A(sf)$40,770,000    13.000%9.9610/2030 – 10/203048.7%12.5%

 

Privately Offered Certificates(8)

ClassExpected Ratings
(S&P / Fitch / KBRA)
Approximate Initial
Certificate Balance or
Notional Amount(1)
Approximate
Initial Credit
Support(2)
Expected
Weighted
Avg. Life
(years)(3)
Expected Principal
Window(3)
Certificate
Principal to
Value
Ratio(4)
Underwritten
NOI Debt
Yield(5)
X-DNR / BBB-sf / BBB-(sf)$50,426,000(7)   N/AN/AN/AN/AN/A
X-FNR / BB+sf / BB+(sf)$12,875,000(7)   N/AN/AN/AN/AN/A
X-GNR / BB-sf / BB-(sf)$10,729,000(7)   N/AN/AN/AN/AN/A
X-HNR / B-sf / B-(sf)$8,583,000(7)  N/AN/AN/AN/AN/A
X-NRNR / NR / NR$28,968,432(7)   N/AN/AN/AN/AN/A
DNR / BBBsf / BBB+(sf)$28,968,000    9.625%9.9610/2030 – 10/203050.6%12.1%
ENR / BBB-sf / BBB-(sf)$21,458,000    7.125%9.9610/2030 – 10/203052.0%11.7%
FNR / BB+sf / BB+(sf)$12,875,000    5.625%9.9610/2030 – 10/203052.8%11.5%
GNR / BB-sf / BB-(sf)$10,729,000    4.375%9.9610/2030 – 10/203053.5%11.4%
HNR / B-sf / B-(sf)$8,583,000    3.375%9.9610/2030 – 10/203054.1%11.3%
NRNR / NR / NR$28,968,432    0.000%9.9610/2030 – 10/203056.0%10.9%

 

Non-Offered Vertical Risk Retention Interest(8)

Non-Offered Vertical Risk Retention InterestExpected Ratings
(S&P / Fitch / KBRA)
Approximate Initial
VRR Interest
Balance(1)
Approximate
Initial Credit
Support(2)
Expected
Weighted
Avg. Life
(years)(3)(9)
Expected
Principal
Window(3)(9)
Certificate
Principal to
Value
Ratio(4)
Underwritten
NOI Debt
Yield(5)
Class RR Certificates(10)(11)NR / NR / NR$35,420,444N/A8.8711/2020 – 10/2030N/AN/A
RR Interest(10)(11)NR / NR / NR$9,754,000N/A8.8711/2020 – 10/2030N/AN/A
(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%. The interest balance of the VRR Interest is not included in the certificate balance or notional amount of any class of certificates set forth under “Publicly Offered Certificates” or “Privately Offered Certificates” in the table above, and the VRR Interest is not offered by this Term Sheet. In addition, the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR 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, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR 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. The approximate initial credit support percentages shown in the table above for the Principal Balance Certificates do not take into account the VRR Interest. However, losses incurred on the mortgage loans will be allocated between the VRR Interest, on the one hand, and the Non-VRR Certificates (exclusive of the Class X and Class R certificates), on the other hand, pro rata in accordance with their respective outstanding certificate balances or interest balances.

(3)Assumes 0% CPR / 0% CDR and October 30, 2020 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated October 13, 2020 (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, and (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 DY for the mortgage loans and (b) the total initial Certificate Balance of all of the Classes of Principal Balance Certificates divided by the total initial Certificate Balance for such Class and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is calculated in the aggregate for those

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Benchmark 2020-B20
 
Indicative Capital Structure

 

 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, weighted average lives and principal windows 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 certificate balance of the Class A-4 and Class A-5 certificates is expected to be approximately $430,642,000, subject to a variance of plus or minus 5%. In the event that the Class A-5 certificates are issued with an initial certificate balance of $430,642,000, the Class A-4 certificates will not be issued and the Class A-5 certificates will be renamed Class A-4.

 

Class of CertificatesExpected Range of Initial Certificate BalanceExpected Range of Weighted Avg. Life (Yrs.)Expected Range of Principal Window
A-4$0 – $170,000,000 N/A – 9.00N/A  / 9/2028-3/2030
A-5$260,642,000 – $430,642,0009.79 – 9.483/2030-10/2030 / 9/2028-10/2030
(7)The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR Notional Amounts are defined in the Preliminary Prospectus.

(8)The Classes of Certificates set forth under “Privately Offered Certificates” and “Non-Offered Vertical Risk Retention Interest” in the tables above are not being offered by the Preliminary Prospectus or this Term Sheet. The Class S and Class R Certificates are not shown above.

(9)The expected weighted average life and expected principal window during which distributions of principal would be received as set forth in the foregoing table with respect to the VRR interest are based on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” in the Preliminary Prospectus and on the assumptions that there are no prepayments, modifications or losses in respect of the mortgage loans and that there are no extensions or forbearances of maturity dates of the mortgage loans.

(10)JPMorgan Chase Bank, National Association, as the retaining sponsor for this securitization, is expected to acquire from the depositor, on the Closing Date, an “eligible vertical interest” (as defined in Regulation RR) comprised of the Class RR Certificates and the RR Interest (collectively, the “VRR Interest”), which is expected to represent approximately 5.00% of all Principal Balance Certificates and the VRR Interest. A portion of the VRR Interest will be acquired by each of Goldman Sachs Bank USA and Citi Real Estate Funding Inc. in accordance with the U.S. credit risk retention rules applicable to this securitization transaction. See “Credit Risk Retention” in the Preliminary Prospectus.

(11)Although it does not have a specified pass-through rate (other than for tax reporting purposes), the effective interest rate for the VRR Interest will be the WAC rate.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Benchmark 2020-B20
 
Summary of Transaction Terms

 

Securities Offered:$746,733,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Co-Lead Managers and Joint Bookrunners:J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Goldman Sachs & CO. LLC.
Co-Managers:Drexel Hamilton, LLC and Academy Securities, Inc.
Mortgage Loan Sellers:Citi Real Estate Funding Inc. (“CREFI”) (37.0%), German American Capital Corporation (“GACC”) (24.0%), Goldman Sachs Mortgage Company (“GSMC”) (21.6%) and JPMorgan Chase Bank, National Association (“JPMCB”) (17.4%).
Master Servicer:Midland Loan Services, a Division of PNC Bank, National Association.
Special Servicer:Midland Loan Services, a Division of PNC Bank, National Association.
Directing Certificateholder:KKR Real Estate Credit Opportunity Partners II L.P.
Trustee:Wells Fargo Bank, National Association.
Certificate Administrator:Wells Fargo Bank, National Association.
Operating Advisor:Pentalpha Surveillance LLC.
Asset Representations Reviewer:Pentalpha Surveillance LLC.
Rating Agencies:S&P Global Ratings, acting through Standard and Poor’s Financial Services LLC (“S&P”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, LLC (“KBRA”).
U.S. Credit Risk Retention:

JPMCB is expected to act as the “retaining sponsor” for this securitization, and intends to satisfy the U.S. credit risk retention requirement by acquiring (either through itself or through one or more of its “majority owned affiliates” (as defined in Regulation RR)) from the depositor, on the Closing Date, an “eligible vertical interest” which will be comprised of the VRR Interest and a portion of which will be transferred by JPMCB to each of CREFI and Goldman Sachs Bank USA.

 

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

 

Notwithstanding any references in this term sheet to the credit risk retention rules, Regulation RR, the retaining sponsor and other risk retention related matters, in the event the credit risk retention rules and/or Regulation RR (or any relevant portion thereof) are repealed or determined by applicable regulatory agencies to be no longer applicable to this securitization transaction, none of the retaining sponsor or any other party will be required to comply with or act in accordance with the U.S. 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 October 16, 2020.
Closing Date:On or about October 30, 2020.
Cut-off Date:With respect to each mortgage loan, the related due date in October 2020 or with respect to any mortgage loan that has its first due date in November 2020, the date that would otherwise have been the related due date in October 2020.
Distribution Date:The 4th business day after the Determination Date in each month, commencing in November 2020.
Determination Date:11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in November 2020.
Assumed Final Distribution Date:The Distribution Date in October 2030, which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date:The Distribution Date in October 2053.
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 Benchmark 2020-B20
 
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 X-F, Class X-G, Class X-H, Class X-NR, Class D, Class E, Class F, Class G, Class H, Class NR 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 Publicly Offered 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 solely for the purposes of this calculation, if such right is being exercised after the distribution date in October 2030 and the MGM Grand & Mandalay Bay mortgage loan or the USAA Plano mortgage loan is still an asset of the issuing entity, then such mortgage loan will be excluded from the then-aggregate principal balance of the pool of mortgage loans and from 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, KBRA Analytics, Inc., Thomson Reuters Corporation and DealView Technologies Ltd.
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 Benchmark 2020-B20
 
Collateral Characteristics

 

Loan Pool 
 Initial Pool Balance (“IPB”):$903,488,876
 Number of Mortgage Loans:34
 Number of Mortgaged Properties:89
 Average Cut-off Date Balance per Mortgage Loan:$26,573,202
 Weighted Average Current Mortgage Rate:

3.56841%

 10 Largest Mortgage Loans as % of IPB:55.7%
 Weighted Average Remaining Term to Maturity(1):

109 months

 Weighted Average Seasoning:2 months
   
Credit Statistics 
 Weighted Average UW NCF DSCR(2)(3):2.71x
 Weighted Average UW NOI DY(2)(3):10.9%
 Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(3)(4):56.0%
 Weighted Average Maturity Date LTV(1)(2)(3)(4):53.5%
   
Other Statistics 
 % of Mortgage Loans with Additional Debt:22.7%
 % of Mortgaged Properties with Single Tenants:36.9%
   
Amortization 
 Weighted Average Original Amortization Term(5):349 months
 Weighted Average Remaining Amortization Term(5):349 months
 % of Mortgage Loans with Interest-Only:

65.4%

 % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon:

12.1%

 % of Mortgage Loans with Amortizing Balloon:

12.0%

 % of Mortgage Loans with ARD-Interest Only:

10.5%

   
Lockbox / Cash Management(6) 
 % of Mortgage Loans with In-Place, Hard Lockboxes:81.8%
 % of Mortgage Loans with Springing Lockboxes:17.4%
 % of Mortgage Loans with In-Place, Soft Lockboxes:0.8%
 % of Mortgage Loans with Springing Cash Management:85.1%
 % of Mortgage Loans with In-Place Cash Management:14.9%
   
Reserves 
 % of Mortgage Loans Requiring Monthly Tax Reserves:70.2%
 % of Mortgage Loans Requiring Monthly Insurance Reserves:31.9%
 % of Mortgage Loans Requiring Monthly CapEx Reserves(7):50.3%
 % of Mortgage Loans Requiring Monthly TI/LC Reserves(8):54.8%
   
(1)In the case of Loan Nos. 3 and 16, with an anticipated repayment date, Remaining Term to Maturity and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 2, 3, 4, 6, 9, 11, 12, 16, 17, 18, 19 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9, and 17, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

(3)In the case of Loan No. 21, UW NOI DY, Cut-off Date LTV and Maturity Date LTV are calculated net of a holdback reserve of $2,070,000. In the case of Loan No. 3, UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.

(4)In the case of Loan Nos. 1, 3, 6, 7, 16, 18, and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)Excludes 24 mortgage loans that are interest-only for the entire term.

(6)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.

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

(8)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by retail, 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.

 7 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

Mortgage Loan Seller 

Number of
Mortgage Loans 

Number of
Mortgaged
Properties 

Aggregate
Cut-off Date Balance 

% of

IPB

CREFI1218 $252,572,75028.0%
GSMC(1)(2)1011 195,080,00021.6
GACC(3)(4)79 193,336,12621.4
JPMCB348 122,500,00013.6
CREFI/GACC(3)(5)12   70,000,0007.7
JPMCB/CREFI(6)11   70,000,0007.7
Total3489$903,488,876 100.0%
(1)Each mortgage loan being sold by Goldman Sachs Mortgage Company (“GSMC”) was originated or co-originated by an affiliate thereof, Goldman Sachs Bank USA, and will be transferred to GSMC on or prior to the Closing Date.

(2)In the case of Loan No. 11, the whole loan was co-originated by Goldman Sachs Bank USA (“GSBI”), American General Life Insurance Company, The Variable Annuity Life Insurance Company, National Union Fire Insurance Company of Pittsburgh, PA. and American Home Assurance Company. In the case of Loan No. 23, the whole loan was co-originated by GSBI and Bank of America, N.A.

(3)Each mortgage loan being sold by German American Capital Corporation (“GACC”) was originated or co-originated by either DBR Investments Co. Limited or Deutsche Bank AG, New York Branch, each an affiliate of GACC, and will be transferred to GACC on or prior to the Closing Date.

(4)In the case of Loan No. 1, the whole loan was co-originated by DBR Investments Co. Limited and JPMCB.

(5)In the case of Loan No. 3, the whole loan was co-originated by CREFI, Barclays Capital Real Estate Inc., Deutsche Bank AG, New York Branch and Société Générale Financial Corporation. Loan No. 3 is evidenced by two promissory notes: (i) Note A-13-4, with a principal balance of $46,666,667 as of the Cut-off Date, as to which CREFI is acting as mortgage loan seller, and (ii) Note A-15-4, with a principal balance of $23,333,333 as of the Cut-off Date, as to which GACC is acting as mortgage loan seller.

(6)In the case of Loan No. 2, the whole loan was co-originated by Wells Fargo Bank, National Association, JPMCB and CREFI. Loan No. 2 is evidenced by four promissory notes: (i) Note A-4 and Note A-5, with an aggregate principal balance of $35,000,000 as of the Cut-off Date, as to which JPMCB is acting as mortgage loan seller, and (ii) Note A-6 and Note A-7, with an aggregate principal balance of $35,000,000 as of the Cut-off Date, as to which CREFI is acting as mortgage loan seller.

 

Ten Largest Mortgage Loans
 
No.Loan NameMortgage
Loan Seller
No.
of Prop.
Cut-off Date Balance% of IPBSF / UnitsProperty TypeUW
NCF
DSCR(1)(2)
UW
NOI DY(1)(2)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)(4)
1Moffett Place - Building 6GACC1$74,850,0008.3%314,352Office3.50x12.2%37.1%37.1%
2120 Wall StreetJPMCB/CREFI1$70,000,0007.7%668,276Office2.74x9.3%57.9%57.9%
3MGM Grand & Mandalay BayCREFI/GACC2$70,000,0007.7%9,748 Hotel4.95x17.9%35.5%35.5%
44 West 58th StreetJPMCB1$62,500,0006.9%83,537Mixed Use1.94x7.4%69.4%69.4%
5Northern Trust OfficeCREFI1$40,400,0004.5%149,371Office2.58x9.4%62.6%62.6%
6Coleman HighlineGACC1$40,000,0004.4%380,951Office3.64x10.3%50.8%50.8%
7Point West PortfolioGACC3$39,500,0004.4%346,227Office3.30x11.7%59.4%59.4%
8Skywater Technology HQCREFI1$39,000,0004.3%393,765Industrial1.80x11.5%49.5%34.8%
9Agellan PortfolioJPMCB46$35,000,0003.9%6,094,177Various3.03x15.7%41.9%41.9%
102010 South LamarCREFI1$32,100,0003.6%80,067Office2.17x9.5%59.9%59.9%
            
 Top 3 Total/Weighted Average4$214,850,00023.8%  3.72x13.1%43.4%43.4%
 Top 5 Total/Weighted Average6$317,750,00035.2%  3.23x11.5%50.9%50.9%
 Top 10 Total/Weighted Average58$503,350,00055.7%  3.07x11.6%51.4%50.3%
(1)In the case of Loan Nos. 1, 2, 3, 4, 6 and 9, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3 and 9, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s) and/or related mezzanine loan(s).

(2)In the case of Loan No. 3, UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.

(3)In the case of Loan Nos. 1, 3, 6 and 7, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(4)In the case of Loan No. 3, with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 8 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

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 Moffett Place - Building 6 A-1-S, A-2-S $500,000 $500,000 MOFT 2020-B6 No    
    A-1-C1, A-1-C2, A-1-C3, A-1-C4, A-1-C6 $74,850,000 $74,850,000 BMARK 2020-B20 No    
    A-1-C5, A-2-C $57,750,000 $57,750,000 BMARK 2020-B19 No    
    B-1, B-2(1) $66,900,000 $66,900,000 MOFT 2020-B6 Yes(2) KeyBank KeyBank
    Total $200,000,000 $200,000,000        
2 120 Wall Street A-1, A-2, A-3 $95,000,000 $95,000,000 WFB Yes (3) (3)
    A-4, A-5, A-6, A-7 $70,000,000 $70,000,000 BMARK 2020-B20 No(3)    
    Total $165,000,000 $165,000,000        
3 MGM Grand & Mandalay Bay A-1, A-2, A-3, A-4 $670,139 $670,139 BX 2020-VIVA No    
    A-5, A-6, A-7, A-8 $794,861 $794,861 BX 2020-VIV2 No    
    A-9, A-10, A-11, A-12 $1,000,000 $1,000,000 BX 2020-VIV3 No    
    A-13-1, A-15-1 $65,000,000 $65,000,000 BMARK 2020-B18 No    
    A-14-1, A-16-1 $69,500,000 $69,500,000 BBCMS 2020-C8 No    
    A-13-2, A-15-3 $80,000,000 $80,000,000 BMARK 2020-B19 No    
    A-15-2 $50,000,000 $50,000,000 DBJPM 2020-C9 No    
    A-16-2 $301,347,000 $301,347,000 SocGen No    
    A-13-4, A-15-4 $70,000,000 $70,000,000 BMARK 2020-B20 No    
    A-14-2, A-14-3 $281,847,000 $281,847,000 Barclays No    
    A-13-3 $509,360,667 $509,360,667 CREFI No    
    A-15-5 $204,680,333 $204,680,333 DBRI No    
    B-1-A, B-2-A, B-3-A, B-4-A, B-1-B, B-2-B, B-3-B, B-4-B(1) $329,861 $329,861 BX 2020-VIVA No    
    B-5-A, B-6-A, B-7-A, B-8-A, B-5-B, B-6-B, B-7-B, B-8-B(1) $374,355,139 $374,355,139 BX 2020-VIV2 No    
    B-9-A, B-10-A, B-11-A, B-12-A(1) $429,715,000 $429,715,000 BX 2020-VIV3 No    
    C-1, C-2, C-3, C-4(1) $561,400,000 $561,400,000 BX 2020-VIVA Yes(4) KeyBank Situs
    Total $3,000,000,000 $3,000,000,000        
4 4 West 58th Street A-1 $62,500,000 $62,500,000 BMARK 2020-B20 Yes Midland Midland
    A-2 $30,000,000 $30,000,000 JPMCB No    
    A-3 $20,000,000 $20,000,000 JPMCB      
    A-4 $12,500,000 $12,500,000 JPMCB      
    Total $125,000,000 $125,000,000        
6 Coleman Highline A-1, A-3, A-5 $85,000,000 $85,000,000 BMARK 2020-B19 Yes Midland Rialto
   A-2 $30,000,000 $30,000,000 DBJPM 2020-C9 No    
    A-4, A-6 $40,000,000 $40,000,000 BMARK 2020-B20 No    
    Total $155,000,000 $155,000,000        
(1)Each note represents a subordinate companion loan.
(2)In the case of Loan No. 1, the controlling note as of the date hereof is a related subordinate note. Upon the occurrence of certain trigger events specified in the related co-lender agreement, however, control will generally shift to a more senior note in the subject whole loan, which more senior note will thereafter be the controlling note. The more senior note may be included in another securitization trust, in which case the directing party for the related whole loan will be the party designated under the servicing agreement for such securitization trust. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Moffett Place – Building 6 Whole Loan” in the Preliminary Prospectus.
(3)In the case of Loan No. 2, the whole loan is expected to be serviced under the Benchmark 2020-B20 pooling and servicing agreement until such time as the controlling note has been securitized, at which point the whole loan will be serviced under the pooling and servicing agreement related to such securitization.
(4)In the case of Loan No. 3, the initial controlling note is Note C-1, so long as no related control appraisal period with respect to Note C-1 and the related pari passu C notes has occurred and is continuing. If and for so long as a control appraisal period has occurred and is continuing, then the controlling note will be as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The MGM Grand & Mandalay Bay Whole Loan” in the Preliminary Prospectus.

 

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

 9 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

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
9 Agellan Portfolio A-1 $75,000,000 $75,000,000 BMARK 2020-B18 No    
    A-2, A-6 $61,000,000 $61,000,000 DBJPM 2020-C9 No    
    A-3, A-4 $60,000,000 $60,000,000 BMARK 2020-B19 No    
    A-5, A-7 $35,000,000 $35,000,000 BMARK 2020-B20 No    
    B Note(1) $172,000,000 $172,000,000 BMARK 2020-B18 Yes(2) Midland Midland
    Total $403,000,000 $403,000,000        
11 333 South Wabash AGL, AGL-Fortitude $91,000,000 $91,000,000 AGL      
    VALIC $35,000,000 $35,000,000 VALIC      
    Tranche A-2-A $30,000,000 $30,000,000 BMARK 2020-B20      
    Tranche A-2-B $50,000,000 $50,000,000 BMARK 2020-B19 Yes(3) Midland Rialto
    Tranche A-2-C $20,000,000 $20,000,000 DBJPM 2020-C9      
    AHAC, AHAC-Fortitude $11,200,000 $11,200,000 AHAC      
    NUFI-Fortitude $2,800,000 $2,800,000 NUFI      
    Total $240,000,000 $240,000,000        
12 Redmond Town Center A-1-1, A-2 $30,000,000 $30,000,000 BMARK 2020-B19 Yes Midland Rialto
    A-1-2-1, A-1-2-2, A-3-2 $41,500,000 $41,500,000 CREFI No    
    A-3-1, A-4 $30,000,000 $30,000,000 BMARK 2020-B20 No    
    Total $101,500,000 $101,500,000        
16 USAA Plano A-1 $38,600,000 $38,600,000 BMARK 2020-B19 Yes Midland Rialto
    A-2 $25,000,000 $25,000,000 BMARK 2020-B20 No    
    Total $63,600,000 $63,600,000        
17 The Hub A-1 $25,000,000 $25,000,000 BMARK 2020-B20 Yes Midland Midland
    A-2 $19,205,881 $19,205,881 GSBI No    
    Total $44,205,881 $44,205,881        
18 Troy Technology Park A-1 $25,000,000 $25,000,000 BMARK 2020-B20 Yes Midland Midland
    A-2 $20,000,000 $20,000,000 JPMCB No    
    Total $45,000,000 $45,000,000        
19 Amazon Industrial Portfolio A-1 $80,000,000 $80,000,000 BMARK 2020-B19 Yes Midland Rialto
    A-2 $35,000,000 $35,000,000 DBJPM 2020-C9 No    
    A-3 $24,100,000 $24,100,000 BMARK 2020-B20 No    
    Total $139,100,000 $139,100,000        
23 711 Fifth Avenue A-1-1, A-1-10 $62,500,000 $62,500,000 GSMS 2020-GC47 Yes Wells Fargo KeyBank
    A-1-2, A-1-3, A-1-4, A-1-5-A, A-1-5-C, A-1-16, A-1-17 $184,000,000 $184,000,000 GSBI No    
    A-1-5-B $15,000,000 $15,000,000 BMARK 2020-B20 No    
    A-1-6, A-1-7 $40,000,000 $40,000,000 JPMDB 2020-COR7 No    
    A-1-8, A-1-9, A-1-13 $45,000,000 $45,000,000 BMARK 2020-B18 No    
    A-1-11, A-1-12, A-1-14 $25,000,000 $25,000,000 DBJPM 2020-C9 No    
    A-1-15 $10,000,000 $10,000,000 BMARK 2020-B19 No    
    A-2-1 $60,000,000 $60,000,000 BANK 2020-BNK28 No    
    A-2-2 $43,000,000 $43,000,000 BANK 2020-BNK27 No    
    A-2-3 $40,500,000 $40,500,000 BANA No    
    A-2-4 $20,000,000 $20,000,000 BBCMS 2020-C8 No    
    Total $545,000,000 $545,000,000        
(1)Each note represents a subordinate companion loan.
(2)In the case of Loan No. 9, the initial controlling note is Note B, for so long as no control appraisal period with respect to Note B is continuing. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The Agellan Portfolio Whole Loan” in the Preliminary Prospectus. The Agellan Portfolio Whole Loan will be serviced under the pooling and servicing agreement for the Benchmark 2020-B18 transaction.
(3)In the case of Loan No. 11, The controlling note is Tranche A-2-B; however, so long as AGL, VALIC, AHAC and NUFI (collectively, the “Life Company Lenders”) hold at least $75,000,000 in outstanding principal balance of the 333 South Wabash whole loan, Asset Management (U.S.), LLC (“AIG”) is irrevocably appointed as the controlling note holder representative with the ability to exercise all rights of the Controlling Note holder. Accordingly, for purposes of discussing the rights of the directing holder and related matters in this Term Sheet, the notes evidencing the portion of the 333 South Wabash whole loan held by the Life Company Lenders will be deemed to collectively constitute the related Controlling Note.

 

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

 10 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
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)(4)

 

Total
Debt
Cut-off
Date
LTV(4)

 

Mortgage

Loan
UW NOI

DY(2)(3)

 

Total
Debt
UW
NOI DY(3)

1 Moffett Place - Building 6 $74,850,000 $115,900,000 $249,000,000 3.50x 1.59x 37.1% 69.3% 12.2% 6.5%
3 MGM Grand & Mandalay Bay $70,000,000 $1,365,800,000 $3,000,000,000 4.95x 2.70x 35.5% 65.2% 17.9% 9.7%
9 Agellan Portfolio $35,000,000 $203,000,000 $434,000,000 3.03x 1.54x 41.9% 78.8% 15.7% 8.3%
17 The Hub $25,000,000 $2,560,000 $46,765,881 3.04x 2.76x 54.7% 57.9% 11.1% 10.5%
(1)In the case of Loan No. 3, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loans. In the case of Loan Nos. 1 and 9, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loans and one or more mezzanine loans. In the case of Loan No. 17, Subordinate Debt Cut-off Date Balance represents an additional secured subordinate loan which is not a Subordinate Companion Loan.

(2)In the case of Loan Nos. 1, 3, 9 and 17, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9 and 17, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.

(3)In the case of Loan No. 3, Mortgage Loan UW NCF DSCR, Total Debt UW NCF DSCR, Mortgage Loan UW NOI DY and Total Debt UW NOI DY are calculated based on the master lease annual rent of $292,000,000.

(4)In the case of Loan Nos. 1 and 3, Mortgage Loan Cut-off Date LTV and Total Debt Cut-Off Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

 11 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
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
DY(2)(3)
 

Cut-off
Date

LTV(2)(3)(4)

 Maturity
Date
LTV (2)(3)(4)(5)
Office CBD 9 $279,342,804 30.9% 95.7% 2.86x 10.4% 53.8% 53.8%
  Suburban 9 173,980,645 19.3  95.6% 2.78x 11.0% 57.9% 54.1%
  Medical 1 9,500,000 1.1  100.0% 2.36x 9.3% 60.1% 60.1%
  Subtotal: 19 $462,823,449 51.2% 95.7% 2.82x 10.6% 55.5% 54.0%
                        
Mixed Use Office/Retail 2 $77,500,000 8.6% 95.5% 2.13x 7.8% 66.5% 66.5%
  Retail/Office 2 55,000,000 6.1  96.1% 2.36x 10.9% 61.5% 59.5%
  Industrial/Office 1 25,000,000 2.8  85.8% 1.66x 9.2% 72.9% 60.9%
  Medical/Retail 1 20,400,000 2.3  83.6% 2.06x 9.1% 58.2% 58.2%
  Multifamily/Retail 1 5,700,000 0.6  100.0% 2.08x 8.6% 48.7% 48.7%
  Multifamily/Office 1 2,300,000 0.3  100.0% 1.90x 8.0% 50.0% 50.0%
  Subtotal: 8 $185,900,000 20.6% 93.2% 2.12x 9.1% 64.2% 62.0%
                        
Industrial Flex/R&D 3 $64,130,250 7.1% 98.3% 1.77x 11.0% 56.0% 42.3%
  Warehouse/Distribution 20 38,437,841 4.3  98.2% 2.62x 10.9% 56.2% 56.2%
  Flex 23 13,120,223 1.5  89.9% 3.03x 15.7% 41.9% 41.9%
  Manufacturing 1 6,186,126 0.7  100.0% 2.11x 11.3% 59.5% 48.9%
  Warehouse 1 168,486 0.0  100.0% 3.03x 15.7% 41.9% 41.9%
  Subtotal: 48 $122,042,927 13.5% 97.4% 2.19x 11.5% 54.7% 47.0%
                        
Hotel Full Service 2 $70,000,000 7.7% 87.5% 4.95x 17.9% 35.5% 35.5%
  Subtotal: 2 $70,000,000 7.7% 87.5% 4.95x 17.9% 35.5% 35.5%
                        
Self Storage Self Storage 8 $36,722,500 4.1% 85.4% 2.00x 9.3% 62.4% 55.3%
  Subtotal: 8 $36,722,500 4.1% 85.4% 2.00x 9.3% 62.4% 55.3%
                        
Retail Anchored 1 $7,800,000 0.9% 98.9% 1.81x 11.5% 65.0% 59.0%
  Other 1 7,250,000 0.8  100.0% 2.97x 10.7% 54.1% 54.1%
  Subtotal: 2 $15,050,000 1.7% 99.4% 2.37x 11.1% 59.7% 56.6%
                        
Multifamily Mid-Rise 1 $5,800,000 0.6% 100.0% 1.85x 7.5% 63.7% 63.7%
  Garden 1 5,150,000 0.6  100.0% 2.48x 9.8% 55.1% 55.1%
  Subtotal: 2 $10,950,000 1.2% 100.0% 2.15x 8.6% 59.7% 59.7%
                        
  Total / Weighted Average: 89 $903,488,876 100.0% 94.5% 2.71x 10.9% 56.0% 53.5%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 3, 4, 6, 9, 11, 12, 16, 17, 18, 19 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9 and 17, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.

(3)In the case of Loan No. 21, UW NOI DY, Cut-off Date LTV and Maturity Date LTV are calculated net of a holdback reserve of $2,070,000. In the case of Loan No. 3, the UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.

(4)In the case of Loan Nos. 1, 3, 6, 7, 16, 18, and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 3 and 16, with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 12 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
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
DY(2)(3)
 Cut-off
Date
LTV(2)(3)(4)
 

Maturity
Date

LTV (2)(3)(4)(5)

California 10 $241,580,250 26.7% 94.0% 3.00x 10.9% 51.7% 50.0%
New York 7 186,300,000 20.6  96.3% 2.47x 8.8% 60.9% 60.9%
Texas 24 95,050,993 10.5  97.9% 2.50x 11.5% 56.4% 53.5%
Nevada 2 70,000,000 7.7  87.5% 4.95x 17.9% 35.5% 35.5%
Michigan 3 56,194,169 6.2  91.2% 1.79x 10.2% 66.7% 58.0%
Minnesota 2 49,300,000 5.5  97.8% 1.83x 11.6% 53.3% 39.8%
Illinois 11 43,553,474 4.8  92.2% 2.83x 11.0% 58.3% 58.3%
Arizona 1 40,400,000 4.5  100.0% 2.58x 9.4% 62.6% 62.6%
Washington 3 40,290,000 4.5  92.2% 1.83x 10.3% 65.7% 61.2%
Florida 2 16,551,136 1.8  100.0% 2.55x 10.1% 58.6% 58.6%
Kansas 1 11,959,907 1.3  100.0% 2.38x 8.0% 64.7% 64.7%
Idaho 3 11,887,500 1.3  84.6% 1.41x 8.6% 67.5% 54.2%
Alabama 1 7,800,000 0.9  98.9% 1.81x 11.5% 65.0% 59.0%
Louisiana 1 7,080,000 0.8  91.7% 2.87x 10.2% 58.8% 58.8%
Wisconsin 1 6,186,126 0.7  100.0% 2.11x 11.3% 59.5% 48.9%
New Jersey 1 5,200,000 0.6  86.6% 2.55x 10.1% 54.9% 54.9%
Pennsylvania 1 4,800,000 0.5  85.7% 2.55x 10.1% 54.9% 54.9%
Georgia 9 3,944,665 0.4  95.2% 3.03x 15.7% 41.9% 41.9%
Oregon 1 2,615,000 0.3  78.9% 1.41x 8.6% 67.5% 54.2%
Indiana 1 1,534,615 0.2  100.0% 3.03x 15.7% 41.9% 41.9%
Ohio 2 582,754 0.1  55.2% 3.03x 15.7% 41.9% 41.9%
Maryland 1 464,640 0.1  92.2% 3.03x 15.7% 41.9% 41.9%
Kentucky 1 213,648 0.0  100.0% 3.03x 15.7% 41.9% 41.9%
Total / Weighted Average: 89 $903,488,876 100.0% 94.5% 2.71x 10.9% 56.0% 53.5%
(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 3, 4, 6, 9, 11, 12, 16, 17, 18, 19 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9 and 17, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.

(3)In the case of Loan No. 21, UW NOI DY, Cut-off Date LTV and Maturity Date LTV are calculated net of a holdback reserve of $2,070,000. In the case of Loan No. 3, UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.

(4)In the case of Loan Nos. 1, 3, 6, 7, 16, 18, and 20, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)In the case of Loan Nos. 3 and 16, with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

 13 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

    

Weighted Average

Range of Cut-off Date
Principal Balances
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
$2,300,000 -$9,999,999  9$56,766,1266.3%3.71571%1102.31x  9.8%58.1%56.2%
$10,000,000 -$19,999,999  454,942,5006.1   3.83999%1182.12x  9.7%61.7%55.2%
$20,000,000 -$24,999,999  366,100,0007.3   3.55261%1112.22x  9.7%63.2%59.0%
$25,000,000 -$49,999,99914448,330,25049.6   3.59549%1032.52x10.8%58.2%54.7%
$50,000,000 -$74,850,000  4277,350,00030.7   3.44446%1163.32x11.8%49.2%49.2%

Total / Wtd. Avg:

34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%
            
Mortgage Interest Rates

 

    

Weighted Average

Range of
Mortgage Interest Rates
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
2.80000% -3.00000%  1$40,000,0004.4%2.80000%1193.64x10.3%50.8%50.8%
3.00001% -3.50000%10307,966,12634.1   3.29246%1182.88x10.7%52.0%50.0%
3.50001% -4.00000%17450,480,25049.9   3.65316%1082.61x10.9%59.4%56.4%
4.00001% -4.50000%  570,042,5007.8   4.14594%971.91x  9.5%61.9%56.9%
4.50001% -4.62820%  135,000,0003.9   4.62820%583.03x15.7%41.9%41.9%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

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(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
60  4$73,000,0008.1%4.24284%  562.41x12.8%53.1%51.6%
84  272,500,0008.0   3.81237%  842.40x9.4%61.4%61.4%
96  130,000,0003.3   3.53000%  952.75x10.1%62.8%62.8%
107  124,100,0002.7   3.25000%1052.38x8.0%64.7%64.7%
110  121,600,0002.4   3.71800%1102.19x12.3%66.3%53.5%
12025682,288,87675.5   3.47853%1182.80x11.0%54.8%52.0%

Total / Wtd. Avg:

34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%
          
Remaining Term to Maturity in Months(1)

 

    Weighted Average
Range of Remaining Term to
Maturity in Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate

Remaining

Loan
Term(1)

UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
53 -60  4$73,000,0008.1%4.24284%  562.41x12.8%53.1%51.6%
61 -84  272,500,0008.0   3.81237%  842.40x9.4%61.4%61.4%
85 -11910370,850,00041.0   3.44319%1133.21x11.6%51.7%50.8%
120 -12018387,138,87642.8   3.51551%1202.34x10.2%59.7%54.9%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%
(1)In the case of Loan Nos. 3 and 16, with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.
(2)In the case of Loan Nos. 1, 2, 3, 4, 6, 9, 11, 12, 16, 17, 18, 19 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9 and 17, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.
(3)In the case of Loan No. 21, UW NOI DY, Cut-off Date LTV and Maturity Date LTV are calculated net of a holdback reserve of $2,070,000. In the case of loan No. 3, UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.
(4)In the case of Loan Nos. 1, 3, 6, 7, 16, 18 and 20, 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.

 14 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

Original Amortization Term in Months

 

    Weighted Average
Original Amortization Term in MonthsNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)

Interest Only

24$685,630,00075.9%3.52361%1093.00x11.0%53.7%53.7%
300 -300  139,000,0004.3   3.44000%1201.80x11.5%49.5%34.8%
360 -360  9178,858,87619.8   3.76816%1071.77x10.3%66.4%56.7%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

Remaining Amortization Term in Months

 

    Weighted Average
Range of Remaining
Amortization Term in Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)

Interest Only

24$685,630,00075.9%3.52361%1093.00x11.0%53.7%53.7%
300 -300  139,000,0004.3   3.44000%1201.80x11.5%49.5%34.8%
360 -360  9178,858,87619.8   3.76816%1071.77x10.3%66.4%56.7%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

Amortization Types

 

    

Weighted Average

Amortization TypesNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
Interest Only22$590,630,00065.4%3.51528%1082.78x10.2%55.8%55.8%
IO-Balloon  6109,286,12612.1   3.72708%1011.81x10.6%66.6%59.3%
Balloon  4108,572,75012.0   3.69163%1181.75x10.5%60.1%46.2%
ARD-Interest Only  295,000,00010.5   3.57537%1154.39x16.0%40.1%40.1%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios(2)(3)

 

    Weighted Average
Range of Underwritten Net
Cash Flow Debt Service
Coverage Ratios
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
1.41x -1.49x  1$19,642,5002.2%4.28000%1201.41x8.6%67.5%54.2%
1.50x -1.74x  253,330,2505.9   3.64750%1201.61x9.1%68.7%55.6%
1.75x -1.99x  8187,700,00020.8   3.68445%1061.86x9.8%63.1%57.7%
2.00x -2.24x  585,986,1269.5   3.85904%1002.14x10.2%60.3%56.4%
2.25x -4.95x18556,830,00061.6   3.45174%1103.23x11.7%51.3%51.3%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%
(1)In the case of Loan Nos. 3 and 16, with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.
(2)In the case of Loan Nos. 1, 2, 3, 4, 6, 9, 11, 12, 16, 17, 18, 19 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9 and 17, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.
(3)In the case of Loan No. 21, UW NOI DY, Cut-off Date LTV and Maturity Date LTV are calculated net of a holdback reserve of $2,070,000. In the case of loan No. 3, UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.
(4)In the case of Loan Nos. 1, 3, 6, 7, 16, 18 and 20, 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.

 15 of 173  

 

 

Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

LTV Ratios as of the Cut-off Date(2)(3)(4)

 

    Weighted Average
Range of
Cut-off Date LTVs
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
35.5% -39.9%  2$144,850,00016.0%3.46048%1164.20x15.0%36.3%36.3%
40.0% -49.9%  379,700,0008.8    4.00399%882.36x13.1%46.1%38.9%
50.0% -59.9%15333,966,12637.0    3.39208%1162.83x10.2%56.6%56.4%
60.0% -69.9%13319,972,75035.4    3.68332%1032.07x9.4%65.5%61.2%
70.0% -72.9%  125,000,0002.8    3.69000%1201.66x9.2%72.9%60.9%

Total / Wtd. Avg:

34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

LTV Ratios as of the Maturity Date(1)(2)(3)(4)

 

    

Weighted Average

Range of
Maturity Date LTVs
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
34.8% -39.9%  3$183,850,000 20.3%3.45614%1173.69x14.2%39.1%36.0%
40.0% -44.9%  135,000,000  3.9   4.62820%583.03x15.7%41.9%41.9%
45.0% -49.9%  211,886,126  1.3   3.59647%912.10x10.0%54.3%48.8%
50.0% -54.9%10194,122,75021.5   3.48373%1172.61x10.2%57.7%52.9%
55.0% -69.4%18478,630,00053.0   3.56769%1072.36x9.6%62.9%61.4%

Total / Wtd. Avg: 

34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

Prepayment Protection

 

    

Weighted Average

Prepayment ProtectionNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
Defeasance25$565,252,75062.6%3.59919%1062.38x10.2%60.1%56.6%
Defeasance or Yield Maintenance  4221,036,12624.5   3.37093%1173.68x13.1%43.8%43.5%
Yield Maintenance  5117,200,00013.0   3.79242%1082.47x10.5%59.6%57.2%

Total / Wtd. Avg:

34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%

 

Loan Purpose

 

    

Weighted Average

Loan PurposeNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)
Cut-off
Date
LTV(2)(3)(4)
Maturity
Date
LTV(1)(2)(3)(4)
Refinance22$527,658,626  58.4%3.53664%1092.78x10.7%54.5%53.4%
Acquisition  8222,730,25024.73.58243%1133.09x12.2%54.6%51.0%
Recapitalization  4153,100,00016.93.65754%1031.91x9.8%63.5%57.2%
Total / Wtd. Avg:34$903,488,876100.0%3.56841%1092.71x10.9%56.0%53.5%
(1)In the case of Loan Nos. 3 and 16, with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.
(2)In the case of Loan Nos. 1, 2, 3, 4, 6, 9, 11, 12, 16, 17, 18, 19 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 3, 9 and 17, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.
(3)In the case of Loan No. 21, UW NOI DY, Cut-off Date LTV and Maturity Date LTV are calculated net of a holdback reserve of $2,070,000. In the case of loan No. 3, the UW NCF DSCR and UW NOI DY are calculated based on the master lease annual rent of $292,000,000.
(4)In the case of Loan Nos. 1, 3, 6, 7, 16, 18 and 20, 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 Benchmark 2020-B20
 
Collateral Characteristics

 

Previous Securitization History(1)

 

No.Mortgaged PropertyCut-off Date
Principal
Balance

% of

IPB

LocationProperty TypePrevious Securitization
2120 Wall Street$70,000,0007.7%New York, NYOfficeMSBAM 2014-C14
7Point West Portfolio$39,500,0004.4%Sacramento, CAOfficePFP 2017-4
9Agellan Portfolio$35,000,0003.9%Various, VariousVariousMSC 2019-AGLN
142665 North First$29,000,0003.2%San Jose, CAOfficePFP 2015-2
25.01Storage at Atlas(2)$5,200,0000.6%Ocean Township, NJSelf StorageCGCMT 2016-P3
25.02Storage at Mont Mini(2)$4,800,0000.5%Montgomeryville, PASelf StorageGSMS 2015-GC34
29Storage Post – Jefferson, LA$7,080,0000.8%Jefferson, LASelf StorageUBSCM 2012-C1
(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.
(2)Cut-off Date Principal Balance represents the allocated loan amount for each respective mortgaged property.

 

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

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Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

COVID Update*
              
No.Property NameMortgage
Loan
Seller
Information
as of Date
Property TypeSeptember
Debt

Service
Payment
Received
(Yes/No)
October
Debt

Service
Payment
Received
(Yes/No)
Forbearance
or Other Debt
Service Relief
Requested
(Yes/No)
Other Loan
Modification
Requested
(Yes/No)
Lease
Modification
or Rent Relief
Requested
(Yes/No)
Occupied SF or Unit Count Making Full August Rent Payment (%)UW August Base Rent Paid (%)Occupied SF or Unit Count Making Full September Rent Payment (%)UW September Base Rent Paid (%)
1Moffett Place - Building 6(1)GACC10/1/2020OfficeYesYesNoNoNo100.0%100.0%100.0%100.0%
2120 Wall Street(2)JPMCB/CREFI10/1/2020OfficeNAPNAPNoNoYes90.1%92.9%91.5% 95.8%
3MGM Grand & Mandalay BayCREFI/GACC10/6/2020HotelYesYesNoNoNo100.0%100.0%100.0%100.0%
44 West 58th Street(3)JPMCB10/1/2020Mixed UseYesYesNoYesYesNAV NAVNAVNAV
5Northern Trust OfficeCREFI10/6/2020OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
6Coleman Highline(4)GACC10/1/2020OfficeNAPYesNoNoNoNAPNAPNAPNAP
7Point West Portfolio(5)GACC10/6/2020OfficeNAPNAPNoNoYes97.2%99.0% 99.7%99.9%
8Skywater Technology HQCREFI10/6/2020IndustrialNAPNAPNoNoNo100.0%100.0%100.0%100.0%
9Agellan Portfolio(6)JPMCB10/1/2020VariousYesYesNoNoYes100.0%98.0%96.8%97.8%
102010 South LamarCREFI10/6/2020OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
11333 South WabashGSMC9/30/2020OfficeNAPYesNoNoYes(7)98.3%97.8%89.8%87.4%
12Redmond Town Center(8)CREFI10/2/2020Mixed UseYesYesNoNoNo55.1%60.7%59.5%64.4%
13Earhart Corporate CenterGSMC10/2/2020OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
142665 North FirstCREFI10/2/2020OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
15KW PortfolioCREFI10/2/2020VariousNAPNAPNoNoNo100.0%100.0%100.0%100.0%
16USAA Plano(9)GSMC8/31/2020OfficeNAPYesNoNoNo100.0%100.0%100.0%100.0%
17The Hub(10)GSMC9/25/2020Mixed UseNAPNAPNoNoYes96.1%97.6%98.3%99.2%
18Troy Technology ParkJPMCB10/1/2020Mixed UseNAPNAPNAPNAPNAP100.0%100.0%100.0%100.0%
19Amazon Industrial PortfolioGSMC9/1/2020IndustrialYesYesNoNoNo100.0%100.0%100.0%100.0%
20Westlake CenterGSMC9/28/2020OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
21Home Ranch Health Center(11)GACC10/1/2020Mixed UseNAPNAPNoNoYes98.2%98.3%98.2%98.3%
22Keylock Storage PortfolioCREFI10/2/2020Self StorageNAPNAPNoNoNo100.0%100.0%100.0%100.0%
23711 Fifth AvenueGSMC9/25/2020Mixed UseYesYesNoNoYes100.0%100.0%100.0%100.0%
246655 WedgwoodCREFI9/30/2020IndustrialNAPNAPNoNoNo100.0%100.0%100.0%100.0%
25Mid Atlantic Storage PortfolioCREFI9/30/2020Self StorageNAPNAPNoNoNo100.0%100.0%100.0%100.0%
263861 Sepulveda BoulevardGSMC9/22/2020OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
27Pell City Shopping CenterGSMC9/26/2020RetailYesYesNoNoNo100.0%100.0%100.0%100.0%
28Tesla Service Center of ChicagoGACC10/1/2020RetailNAPNAPNoNoNo100.0%100.0%100.0%100.0%
29Storage Post – Jefferson, LAGSMC9/6/2020Self StorageNAPNAPNoNoNoNAPNAPNAPNAP
30DiverseyGACC10/1/2020IndustrialNAPNAPNoNoNo100.0%100.0%100.0%100.0%
31167 North 6th StreetCREFI10/6/2020MultifamilyNAPNAPNoNoNo90.3%96.5%90.0%95.2%
3247 AnnCREFI10/6/2020Mixed UseNAPNAPNoNoNo74.7%70.7%(12)77.3%
33Rosencrans Apartment HomesGACC10/1/2020MultifamilyNAPNAPNoNoNo100.0%100.0%100.0%100.0%
3471 LeonardCREFI11/6/2020Mixed UseNAPNAPNoNoNo100.0%100.0%(13)100.0%

* The information in this chart is as of the date indicated and is based on information provided by the related borrowers. The information was based on reports and data aggregated from the related borrower’s existing financial and operational reporting systems and in certain circumstances was produced on an interim or ad hoc basis or was provided by the related borrower verbally. While we have no reason to believe the information presented is not accurate, we cannot assure you that it will not change or be updated in the future.

 

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

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Structural and Collateral Term Sheet Benchmark 2020-B20
 
Collateral Characteristics

 

(1)With respect Moffett Place – Building 6, the sole tenant is in a free rent period through May 2021. As a result, the rent payment has been drawn from the upfront free rent reserve.
(2)With respect to 120 Wall Street, as of September 11, 2020, the third largest tenant at the 120 Wall Street property, AFS, which accounts for 5.9% of UW Base Rent, has requested a rent reduction or a reduction in its square footage on the fourth floor by approximately 18,000 square feet. Two additional tenants at the property, Geourgoulis / Cohen and The New Press, 2.2% of UW Base Rent, have each missed one payment but are expected to make such payment in full by the end of 2020.
(3)With respect to 4 West 58th Street, the mortgaged property is fully open and operational. The largest tenant, Neiman Marcus, is current with respect to all outstanding contractual rent obligations. The second largest tenant, Netflix, took possession of its space in September 2020. Due to a delay in construction caused by NYC's stop construction order, the tenant’s rent commencement date was pushed back from January 2021 to March 2021. Of the remaining tenants (with no individual tenant representing greater than 4.2% of UW Base Rent), several are in free rent and/or abatement periods, in some instances related to delayed rent commencement dates as a function of the COVID-19 pandemic. Please see the 4 West 58th Street “Tenant Specific - COVID Update” table on page 83 herein for additional details.
(4)With respect to Coleman Highline, the sole tenant received six months of free rent with a rent commencement date of October 1, 2020. As of March 2020, Roku began moving employees into the space at Building 3. The borrower indicated that Roku intends to move roughly 30% of its workforce back into Building 3 by the end of 2020. The work remaining on Building 4 is expected to be completed and furnished by the end of 2020, with Roku taking occupancy by the end of the first quarter of 2021. The sole tenant completed its October rent payment.
(5)With respect to Point West Portfolio, three tenants totaling 4.9% of the UW Base Rent and 2.8% of the occupied square feet have requested rent relief. One tenant representing 0.0% of the UW Base Rent and 0.3% of the Occupied SF was granted a rent abatement from May 2020 to December 2020. One tenant representing 2.8% of the UW Base Rent and 2.6% of the Occupied SF was granted a 50% rent abatement in May, June and July 2020 in exchange for one additional year in its lease term. One tenant representing 2.1% of the UW Base Rent and 0.0% of the Occupied SF was granted a 50% rent deferral in April, May and June 2020 to be paid in three equal installments from January to March 2021. One tenant representing 1.8% of the UW Base Rent and 1.8% of the Occupied SF has yet to take occupancy of its space due to the delay in its buildout caused by the COVID-19 pandemic. The rent commencement date is expected to be in December 2020.
(6)With respect to Agellan Portfolio, as of September 2020, one of the tenants representing 0.1% of UW Base Rent has been granted a two month rent deferral agreement to be paid back in six installments from September 2020 to February 2021. In addition, 24 tenants (totaling 5.3% of NRA) are in discussions with the Borrowers for rent relief.
(7)With respect to 333 South Wabash, one tenant, representing approximately 2.4% of UW Base Rent has requested a lease modification, which is not yet finalized.
(8)With respect to Redmond Town Center, information above represents the amount of borrower collections.
(9)Information above refers only to USAA and not nThrive, due to seller credits reserved for at origination (remaining USAA free rent, gap rent and USAA TI allowance) and a letter of credit in the amount of remaining nThrive payments (which may be drawn upon in the event the tenant fails to make a rent payment). nThrive is current on rent payments but has requested and received a deferral of some of its termination payment (such payment being made to the seller of the property, not the sponsor).
(10)With respect to The Hub, six tenants, representing approximately 28.4% of the UW Base Rent have requested rent relief.
(11)With respect to Home Ranch Health Center, four tenants totaling 12.1% of the UW Base Rent and 13.2% of the Occupied SF have requested rent relief. One tenant representing 3.1% of the UW Base Rent and 4.7% of the Occupied SF was granted a rent deferral for April and May 2020, in exchange for two months added to its lease term. One tenant representing 3.3% of the UW Base Rent and 3.5% of the Occupied SF was granted a rent deferral for April and May 2020 and the tenant has since fully paid the deferred rent and is current on all rent payments. One tenant representing 3.8% of the UW Base Rent and 3.3% of the Occupied SF was granted a rent deferral for March, April and May 2020 with the deferred rent to be amortized and paid over six months from June to November 2020. One tenant representing 1.7% of the UW Base Rent and 1.8% of the Occupied SF has made a partial rent payment from June to September 2020 with the deferred rent terms still being discussed, but expected to be paid in 2020 with additional months added to its lease term.
(12)With respect to 47 Ann, the borrower reported that 100.0% of multifamily tenants at the mortgaged property have paid rent for the month of September 2020. The borrower reported that the retail tenant at the 47 Ann mortgaged property has not made its September rent payment. The borrower is in discussions with the tenant.
(13)With respect to 71 Leonard, the borrower reported that 69.0% of the multifamily tenants and 100.0% of the commercial tenants at the mortgaged property have paid rent for the month of September 2020.

 

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

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Structural and Collateral Term Sheet Benchmark 2020-B20
 
Class A-2(1)

 

No. 

Loan Name 

Location 

Cut-off Date Balance 

% of IPB 

Maturity Date Balance 

% of Certificate Class(2) 

Original
Loan Term 

Remaining Loan
Term 

UW NCF
DSCR(3) 

UW NOI
Debt
Yield(3) 

Cut-off
Date LTV(3) 

Maturity
Date LTV(3) 

9Agellan PortfolioVarious, Various$35,000,0003.9%$35,000,00050.2%60583.03x15.7%41.9%41.9%
12Redmond Town CenterRedmond, WA$30,000,0003.3%$28,362,23040.7%60531.79x10.7%67.2%63.5%
3247 AnnNew York, NY$5,700,0000.6%$5,700,0008.2%60602.08x8.6%48.7%48.7%
3471 LeonardNew York, NY$2,300,0000.3%$2,300,0003.3%60601.90x8.0%50.0%50.0%
Total / Weighted Average: $73,000,0008.1%$71,362,230102.3%60562.41x12.8%53.1%51.6%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date. Each Class of Certificates, including the Class A-2 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

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

(3)In the case of Loan Nos. 9 and 12 the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loans. In the case of Loan No. 9 the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s).

 

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

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Structural and Collateral Term Sheet Benchmark 2020-B20
 
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 

5Northern Trust OfficeTempe, AZ$40,400,0004.5%$40,400,00058.7%84842.58x9.4%62.6%62.6%
102010 South LamarAustin, TX$32,100,0003.6%$32,100,00046.6%84842.17x9.5%59.9%59.9%
Total / Weighted Average: $72,500,0008.0%$72,500,000105.3%84842.40x9.4%61.4%61.4%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-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 Benchmark 2020-B20
 
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.
   
    Allocation between VRR Interest and the Non-VRR Certificates: The aggregate amount available for distribution to holders of the Certificates (including the VRR Interest) on each Distribution Date will be: (i) the gross amount of interest, principal, yield maintenance charges and prepayment premiums collected with respect to the Mortgage Loans in the applicable one-month collection period, net of specified expenses of the issuing entity, including fees payable therefrom to, and losses, liabilities, costs and expenses reimbursable or indemnifiable therefrom to, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and CREFC®; and (ii) allocated to amounts available for distribution to the holders of the VRR Interest, on the one hand, and amounts available for distribution to the holders of the remaining Certificates other than the Class R certificates (the “Non-VRR Certificates”), on the other hand. On each Distribution Date, the portion of such aggregate available funds allocable to: (a) the VRR Interest will be the product of such aggregate available funds multiplied by a fraction, expressed as a percentage, the numerator of which is the initial interest balance of the VRR Interest, and the denominator of which is the aggregate initial Certificate Balances of the Principal Balance Certificates and the initial VRR Interest Balance of the VRR Interest (the “VRR Percentage”); and (b) the Non-VRR Certificates (the “Non-VRR Available Funds”) will at all times be the product of such aggregate available funds multiplied by the difference between 100% and the VRR Percentage (such difference, the “Non-VRR Percentage”). See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus.
   
    Distribution of Interest: 

On each Distribution Date, accrued interest for each Class of Non-VRR Certificates at the applicable pass-through rate will be distributed in the following order of priority to the extent of the Non-VRR 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, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR 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, Class G, Class H and Class NR Certificates, in that order, in each case until the interest entitlement for such date payable to each such Class is paid in full.

 

The pass-through rate applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class NR Certificates on each Distribution Date, will be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), (iii) the lesser of a specified fixed pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage.

 

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

 

The pass-through rate for the Class X-F 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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Benchmark 2020-B20
 
Structural Overview

 

  

consisting of twelve 30-day months), over (b) the pass-through rate on the Class F Certificates for the related Distribution Date.

 

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

 

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

 

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

 

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

 

   Distribution of Principal: 

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

 

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

 

The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR 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, 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, the notional amount of the Class X-F Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class F Certificates, the notional amount of the Class X-G Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class G Certificates, the notional

 

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

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amount of the Class X-H Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class H Certificates and the notional amount of the Class X-NR Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class NR 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, the Non-VRR Percentage of any Yield Maintenance Charges collected in respect of the mortgage loans will be allocated pro rata among certain 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 X-B, Class B and Class C Certificates (“YM Group B”) and (c) the Class X-D, Class D and Class E Certificates (“YM Group D”), As among the Classes of Certificates in each YM Group, 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
XPrincipal Paid to ClassX(Pass-Through Rate on Class – Discount Rate)
 Total Principal Paid to
the related YM Group
(Mortgage Rate on Loan – Discount Rate)

 

  No Yield Maintenance Charges will be distributed to the Class X-F, Class X-G, Class X-H, Class X-NR, Class F, Class G, Class H, Class NR, Class R or Class S Certificates.
   
   Realized Losses: 

On each Distribution Date, the Non-VRR Percentage of losses on the mortgage loans will be allocated first to the Class NR, Class H, Class G, Class F, Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case until the Certificate Balance of all such Classes have been reduced to zero, and then, to the Class A-1, Class A-2, Class A-3, Class A-4, 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, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR 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, Class X-D, Class X-F, Class X-G, Class X-H and Class X-NR Certificates, respectively.

 

Losses on each Whole Loan will be allocated first, to any related subordinate companion loan(s) until reduced to zero and then to the related mortgage loan and any related pari passu companion loans, pro rata, based on their respective principal balances.

 

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

 

   Interest Shortfalls: A shortfall with respect to the amount of available funds distributable in respect of interest can result from, among other sources: (a) delinquencies and defaults by borrowers; (b) shortfalls resulting from the application of appraisal reductions to reduce P&I Advances; (c) shortfalls resulting from interest on Advances made by the Master Servicer, the Special Servicer or the Trustee; (d) shortfalls resulting from the payment of Special Servicing Fees and other additional compensation that the Special Servicer is entitled to receive; (e) shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer; (f) shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and (g) shortfalls resulting from other unanticipated or default-related expenses of the trust. 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

 

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

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

 

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

 

In general, the Non-VRR Percentage of any 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 Certificates) beginning with the Class NR 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 Certificates; second, to the Class H Certificates; third, to the Class G Certificates; fourth, to the Class F 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, first, to any related serviced subordinate companion loan(s), then pro rata, between the related mortgage loan and any related serviced pari passu companion loan(s), based upon their respective principal balances.

 

Except as described in the Preliminary Prospectus, no event, circumstance or action that has occurred or will occur with respect to a COVID modified loan or the entry into of a COVID modification agreement will constitute an appraisal reduction event, but only if, and for so long as, the related borrower and each related obligor is in compliance with the terms of the related COVID modification agreement. See “Pooling and Servicing Agreement—Appraisal Reduction Amounts” in the Preliminary Prospectus.

 

    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, as applicable, minus the Appraisal Reduction Amount and the denominator of which is the then-outstanding principal balance of the mortgage loan. The Master Servicer will not make any principal or interest advances with respect to any companion loan.
   
    Whole Loans: 

Thirteen 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 “Moffett Place Building - 6 Whole Loan”, the “120 Wall Street Whole Loan”, the “MGM Grand & Mandalay Bay Whole Loan”, the “4 West 58th Street Whole Loan”, the “Coleman Highline Whole Loan”, the “Agellan Portfolio Whole Loan”, the “333 South Wabash Whole Loan”, the “Redmond Town Center Whole Loan”, the “USAA Plano Whole Loan”, “The Hub Whole Loan”, the “Troy Technology Park Whole Loan”, the “Amazon Industrial Portfolio Whole Loan” and the “711 Fifth Avenue Whole Loan”, one or more related Companion Loans are pari passu with the related mortgage loan (these Companion Loans are also referred to as the “Pari Passu Companion Loans”). In the case of each of the

 

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

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Moffett Place – Building 6 Whole Loan, the MGM Grand & Mandalay Bay Whole Loan and the Agellan Portfolio Whole Loan, one or more related Companion Loans are subordinate in right of payment to the related mortgage loan and any related Pari Passu Companion Loans (these Companion Loans are also referred to as the “Subordinate Companion Loans”).

 

The Moffett Place Building - 6 Whole Loan, the MGM Grand & Mandalay Bay Whole Loan, the Coleman Highline Whole Loan, the Agellan Portfolio Whole Loan, the 333 South Wabash Whole Loan, the Redmond Town Center Whole Loan, the USAA Plano Whole Loan and the Amazon Industrial Portfolio Whole Loan (each, a “Non-Serviced Whole Loan”) are being serviced and administered pursuant to the applicable trust and servicing agreement or pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced AB Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

 

The 120 Wall Street Whole Loan (a “Servicing Shift Whole Loan”, and the related mortgage loan, a “Servicing Shift Mortgage Loan”) will initially be serviced pursuant to the Pooling and Servicing Agreement. After the securitization of the related controlling companion loan, the related Servicing Shift Whole Loan is expected to be serviced pursuant to the pooling and servicing agreement relating to the securitization of such controlling companion loan as described under “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.

 

    Highlighted Servicing Provisions: 

The following are certain servicing provisions of note:

 

A mortgage loan may become a specially serviced loan as a result of an imminent or reasonably foreseeable default only if the Master Servicer or, if Midland is not both the Special Servicer and the Master Servicer, the Special Servicer determines such default is not likely to be cured by the related borrower within 60 days.

 

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 or the Special Servicer evidencing an expected refinancing of the mortgage loan or sale of the related mortgaged property.

 

The Special Servicer will not be entitled to any fees from the securitization trust or the related borrower during a fee restricted period, other than a special servicing fee, and, in certain circumstances described in the succeeding paragraph, a liquidation fee, if the Special Servicer elects to cause a mortgage loan to be transferred to special servicing as a result of an imminent or reasonably foreseeable default when the Master Servicer has not independently transferred the mortgage loan to special servicing for that reason.

 

Notwithstanding the foregoing, the special servicer may be entitled to a liquidation fee if it transfers a mortgage loan into special servicing as described above and a default occurs that leads to a liquidation of the applicable mortgage loan.

 

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

 

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

 

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

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mezzanine intercreditor agreement in circumstances when the Directing Certificateholder is affiliated with the mezzanine lender.

 

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

 

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

 

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

The Special Servicer is required to solicit offers for any defaulted loan (other than a non-serviced mortgage loan) in such a manner as will be reasonably likely to maximize the value of the defaulted loan on a net present value basis, if the Special Servicer determines that no satisfactory arrangements can be made for collection of delinquent payments and the sale would be in the best economic interests of the Certificateholders and the RR Interest Owner (or, in the case of any Serviced Whole Loan, the Certificateholders, the RR Interest Owner 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 RR Interest Owner.

 

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 any 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, the RR Interest Owner and, with respect to any Serviced Whole Loan, the holder of the related Companion Loans, as a collective whole, as if such Certificateholders, the RR Interest Owner 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, the RR Interest Owner and, with respect to any Serviced Whole Loan, the holder of the related Companion Loans, as a collective whole, as if such Certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender).

 

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

 

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan, included in the Benchmark 2020-B20 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 H and NR.
   
   Control Rights: The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be (a) with respect to each serviced mortgage loan (other than any Servicing Shift Mortgage Loans) the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, that

 

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

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(1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement and (b) with respect to any Servicing Shift Mortgage Loan, the “controlling holder” or any analogous concept under the related intercreditor agreement, which prior to the securitization of the related controlling companion loan will be the holder of such companion loan. With respect to any mortgage loan (other than any Servicing Shift 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 Servicing Shift Mortgage Loan, non-serviced mortgage loan or any Excluded Loan). With respect to any mortgage loan that has or may in the future have mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.

 

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

 

An “Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.

 

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

 

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

 

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

 

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

 

   Directing Certificateholder: KKR Real Estate Credit Opportunity Partners II L.P. (or its affiliate) is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Excluded Loans and any Servicing Shift Mortgage Loan).
   
   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 and the Class RR 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

 

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

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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 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 with respect to any serviced Mortgage Loan, when the Class H Certificates have a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class provided that prior to the applicable securitization of the controlling Companion Loan with respect to a Servicing Shift Whole Loan, no Control Termination Event may occur with respect to the Directing Certificateholder related to such Servicing Shift Whole Loan, and the term “Control Termination Event” will not be applicable to the Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Control Termination Event will not be deemed to be continuing in the event the Certificate Balances of the certificates (other than the Control Eligible Certificates and the Class RR Certificates) have been reduced to zero.

 

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

 

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

 

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

 

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

 

   Consultation Termination Event: A “Consultation Termination Event” will occur with respect to any serviced Mortgage Loan, when there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; provided that prior to the applicable securitization of the controlling Companion Loan with respect to a Servicing Shift Whole Loan, no Consultation Termination Event may occur with respect to 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 related to such Servicing Shift Whole Loan, and the term “Consultation Termination Event” will not be applicable to the Directing Certificateholder related to such Servicing Shift Whole Loan; provided, further, that a Consultation Termination Event will not be deemed to be continuing in the event the Certificate Balances of the certificates (other than the Control Eligible Certificates and the Class RR 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 H and Class NR 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.
   
    Risk Retention Consultation Parties: The risk retention consultation parties will have certain non-binding consultation rights with respect to certain material servicing actions. The owners of the VRR Interest, which is expected to be transferred by the depositor on the Closing Date to JPMCB, CREFI and Goldman Sachs Bank USA, an originator and an affiliate of GSMC, will each be entitled to appoint a risk retention consultation party. JPMCB, CREFI and GSMC are expected to be appointed as the initial risk retention consultation parties.
   
    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

 

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

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Servicing 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.

 

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 and Class RR Certificates evidencing at least a majority of a quorum of certificateholders (which, for this purpose, is the holders of 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 and the Class RR Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or certificate owners that are not risk retention affiliated with each other). In the event the holders of Principal Balance Certificates and Class RR 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 the Rating Agencies (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 the Rating Agencies 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

 

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

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  Loan Seller, the Directing Certificateholder, a Risk Retention Consultation Party, 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 five years of experience in collateral analysis and loss projections and (y) has at least five 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 Pooling and Servicing Agreement relates, other than in fees from its role as operating advisor and asset representations reviewer (to the extent it also acts as the asset representations reviewer).
   
    Asset Representations Reviewer: 

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

 

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

 

Delinquent Loan means a mortgage loan that is delinquent at least 60 days in respect of its periodic payments or balloon payment, if any, in either case such delinquency to be determined without giving effect to any grace period. For the avoidance of doubt, a delinquency that would have existed but for a COVID modification will not constitute a delinquency for so long as the related borrower is complying with the terms of such COVID modification.

 

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

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    Replacement of 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 Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer, and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its website, and by mailing to all Certificateholders, the RR Interest Owner and the Asset Representations Reviewer. Upon the written direction of holders of Principal Balance Certificates and Class RR Certificates evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the Pooling and Servicing Agreement by written notice to the Asset Representations Reviewer, and the proposed successor asset representations reviewer will be appointed.
   
    Appointment and Replacement of Special Servicer: 

The Directing Certificateholder will appoint the initial Special Servicer as of the Closing Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced 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 and/or Class RR Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Principal Balance Certificates and/or Class RR 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 and/or Class RR 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

 

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

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into account the application of realized losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates and the Class RR 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 Benchmark 2020-B20 trust as holder of the related mortgage loan has similar termination rights in the event of a servicer termination event with respect to the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, as described above, which may be exercised by the Directing Certificateholder prior to the Control Termination Event. However, the successor special servicer will be selected pursuant to the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, by the related directing holder prior to a control event under such trust and servicing agreement or pooling and servicing agreement, as applicable. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.

 

   Dispute Resolution Provisions: 

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

 

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

 

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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 “Enforcing Servicer” will be (a) with respect to a specially serviced loan, the Special Servicer, and (b) with respect to a non-specially serviced loan, (i) in the case of a Repurchase Request made by the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, the Master Servicer, and (ii) in the case of a Repurchase Request made by any person other than the Special Servicer, the Directing Certificateholder or a Controlling Class Certificateholder, (A) prior to a Resolution Failure relating to such non-specially serviced loan, the Master Servicer, and (B) from and after a Resolution Failure relating to such non-specially serviced Loan, the Special Servicer.

 

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

 

   Investor Communications: 

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

 

9062 Old Annapolis Road

 

Columbia, Maryland 21045

 

Attention: Corporate Trust Administration Group – Benchmark 2020-B20

 

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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Benchmark 2020-B20
 
Structural Overview

 

  

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

 

The “Excess Modification Fee Amount” for any corrected loan is an amount equal to any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related serviced Companion Loan, 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 (i) each specially serviced loan (except, under certain circumstances, with respect to any fee restricted specially serviced loan) or REO property (except with respect to any non-serviced mortgage loan), (ii) each Mortgage Loan repurchased by a Mortgage Loan Seller or (iii) each defaulted Mortgage Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with the Pooling and Servicing Agreement, in each case, as to which the Special Servicer obtains a full or partial recovery of the related asset. The Liquidation Fee for each specially serviced loan will be payable at a rate of 1.00% of the liquidation proceeds (exclusive of default interest) subject to a maximum of $1,000,000; provided, however, that no Liquidation Fee will be less than $25,000.

 

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

 

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

 

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

 

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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Benchmark 2020-B20
 
Structural Overview

 

  

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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Structural and Collateral Term SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

  (image)

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

(image) 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:GACC Single Asset / Portfolio:Single Asset
Credit Assessments  Title:Fee
(Fitch/KBRA/S&P)(6) :BBB-(sf) / BBB(sf) / N/A Property Type - Subtype:Office – CBD
Original Principal Balance(1):$74,850,000 Net Rentable Area (SF):314,352
Cut-off Date Principal Balance(1):$74,850,000 Location:Sunnyvale, CA
% of Pool by IPB:8.3% Year Built / Renovated:2020 / N/A
Loan Purpose:Refinance Occupancy:100.0%
Borrower:MP B6 LLC Occupancy Date:10/6/2020
Loan Sponsor:Jay Paul Number of Tenants:1
Interest Rate:3.369279% 2017 NOI:N/A
Note Date:8/6/2020 2018 NOI:N/A
Maturity Date:8/6/2030 2019 NOI:N/A
Interest-only Period:120 months TTM NOI:N/A
Original Term:120 months UW Economic Occupancy(2):95.0%
Original Amortization:None UW Revenues:$18,990,159
Amortization Type:Interest Only UW Expenses:$2,692,414
Call Protection:L(24),Grtr1%orYM(2), UW NOI(2):$16,297,746
 DeforGrtr1%orYM(87),O(7) UW NCF(2):$15,910,023
Lockbox / Cash Management:Hard / In Place Appraised Value / Per SF(2)(3):$359,200,000 / $1,143
Additional Debt(1):Yes Appraisal Date:5/1/2021
Additional Debt Balance(1):$58,250,000 / $66,900,000 /   
 $49,000,000     
Additional Debt Type(1):Pari Passu / Subordinate /   
 Mezzanine   
     

   

Escrows and Reserves(4) Financial Information(1)(2)
InitialMonthlyInitial Cap  Senior NotesWhole Loan/Total Debt
Taxes:$0$85,000N/A Cut-off Date Loan / SF:$423$636 / $792
Insurance:$0SpringingN/A Maturity Date Loan / SF:$423$636 / $792
Replacement Reserves:$0SpringingN/A Cut-off Date LTV(3):37.1%55.7% / 69.3%
TI/LC:$2,728,059$0N/A Maturity Date LTV(3):37.1%55.7% / 69.3%
Other(5):$14,559,592SpringingN/A UW NCF DSCR:3.50x2.33x / 1.59x
     UW NOI Debt Yield:12.2%8.1% / 6.5%
   

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Notes$133,100,00053.5% Payoff Existing Debt$164,454,17266.0%
Junior Notes66,900,00026.9   Return of Equity57,161,74623.0  
Mezzanine Loan49,000,00019.7   Upfront Reserves17,287,6526.9
    Closing Costs10,096,4304.1
Total Sources$249,000,000100.0% Total Uses$249,000,000100.0%

(1)The Cut-off Date Balance of $74,850,000 represents the non-controlling Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, and Note A-1-C6, and is part of the Moffett Place - Building 6 Whole Loan (as defined below), which is evidenced by nine pari passu senior notes and two junior notes, and has an aggregate outstanding principal balance as of the Cut-off Date of $200,000,000. For additional information, see “The Loan” herein.

(2)While the Moffett Place – Building 6 Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the Moffett Place – Building 6 Whole Loan more severely than assumed in the underwriting of the Moffett Place – Building 6 Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(3)The appraised value represents the “Prospective Market Value Upon Stabilization” as of May 1, 2021. The appraiser also concluded an “As-Is” appraised value of $333,000,000 as of August 1, 2020, which results in a Cut-off Date LTV and Maturity Date LTV of 40.0% for the Moffett Place - Building 6 Senior Notes (as defined below), 60.1% for the Moffett Place - Building 6 Whole Loan (as defined below) and 74.8% for the Moffett Place - Building 6 Total Debt (as defined below). In addition, the appraisal concluded to a “Hypothetical As If Vacant” appraised value (“Go Dark” Value) equal to $289,100,000 as of August 1, 2020. Based on the “Hypothetical Go Dark” appraised value, the Cut-off Date LTV and Maturity Date LTV are 46.0 % for the Moffett Place - Building 6 Senior Notes, 69.2% for the Moffett Place - Building 6 Whole Loan and 86.1% for the Moffett Place - Building 6 Total Debt.

   

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
Moffett Place - Building 6

  

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

(5)The Other reserve is comprised of a $2,496,716 debt service reserve, a $12,062,876 free rent reserve and a springing lease sweep reserve. The lease sweep reserve is subject to the Lease Sweep Reserve Cap (as defined below).

(6)Fitch, KBRA and S&P have confirmed that the Moffett Place – Building 6 Loan, in the context of its inclusion in the mortgage pool, has credit characteristics consistent with an investment grade obligation.

 

The Loan. The Moffett Place - Building 6 mortgage loan (the “Moffett Place - Building 6 Loan”) is part of a whole loan with an aggregate outstanding principal balance as of the Cut-off Date of $200.0 million (the “Moffett Place - Building 6 Whole Loan”), evidenced by nine pari passu senior notes with an aggregate initial principal balance of $133,100,000 (collectively the “Moffett Place - Building 6 Senior Notes”) and two junior notes with an aggregate initial principal balance of $66,900,000 (collectively the “Moffett Place - Building 6 Junior Notes”). The loan is secured by the borrower’s fee interest in a 314,352 square foot, newly constructed Class A office building located in Sunnyvale, California. The non-controlling Note A-1-C1, Note A-1-C2, Note A-1-C3, Note A-1-C4, and Note A-1-C6, with an outstanding principal balance as of the Cut-off Date of $74.85 million, will be included in the Benchmark 2020-B20 trust. The remaining notes have been contributed to one or more securitization trusts. The relationship between the holders of the Moffett Place - Building 6 Whole Loan is 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 Moffett Place – Building 6 Whole Loan will be serviced under the trust and servicing agreement for the MOFT 2020-B6 transaction. The Moffett Place - Building 6 Whole Loan has a 10-year term and will be interest-only for the term of the loan.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date BalanceNote HolderControlling Piece
A-1-S, A-2-S$500,000$500,000MOFT 2020-B6No
A-1-C5, A-2-C$57,750,000$57,750,000Benchmark 2020-B19No(1)
A-1-C1, A-1-C2, A-1-C3, A-1-C4, A-1-C6$74,850,000$74,850,000Benchmark 2020-B20No
B-1, B-2$66,900,000$66,900,000MOFT 2020-B6Yes(1)
Whole Loan$200,000,000$200,000,000 
(1)The initial controlling notes are Note B-1 and Note B-2, so long as no Moffett Place - Building 6 control appraisal period has occurred and is continuing. If and for so long as a Moffett Place - Building 6 control appraisal period has occurred and is continuing, then the controlling note will be the Note A-1-C5. See “Description of the Mortgage Pool—The Whole Loans—The Moffett Place - Building 6 Whole Loan” in the Preliminary Prospectus. The Moffett Place - Building 6 Whole Loan is being serviced pursuant to the MOFT 2020-B6 trust and servicing agreement. For so long as no Moffett Place - Building 6 control appraisal period has occurred and is continuing, the control rights of the Moffett Place - Building 6 Junior Notes will be exercisable by the controlling class under the MOFT 2020-B6 trust and servicing agreement.

 

The Borrower. The borrower is MP B6 LLC. The borrower is structured to be a single purpose entity with two independent directors in its organizational structure.

 

The Loan Sponsor. The loan sponsor is Joseph K. Paul, also known as Jay Paul, and the non-recourse carveout guarantor is Paul Guarantor LLC. Jay Paul is the founder of Jay Paul Company, which is a privately-held real estate firm based in San Francisco, California that concentrates on the acquisition, development and management of commercial properties throughout California with a specific focus on creating projects for technology firms. Jay Paul Company has developed over 13.0 million square feet of institutional quality space including projects for Apple, Amazon, Facebook, Google, Microsoft, HP, Rambus, Nokia, Tencent and DreamWorks. Jay Paul Company owns over 25 office buildings in Moffett Park, totaling nearly 7.2 million square feet including Moffett Place, Moffett Gateway, Technology Corner, Moffett Towers, Moffett Towers II and Moffett Towers Buildings A, B & C.

 

The Property. The Moffett Place - Building 6 property is a newly-constructed eight-story, Class A LEED Gold Certified, office building totaling 314,352 square feet located in Sunnyvale, California. The Moffett Place - Building 6 property is part of a larger six building, 55 acre campus known as Moffett Place (the “Moffett Campus”), which in the aggregate (including the Moffett Place - Building 6 property) includes approximately 1.9 million square feet of Class A office space that is 100.0% leased to Google, an approximately 52,500 square feet amenities building including a conference center, a swimming pool, an outdoor common area space, a café and three separate parking structures and surface parking. The overall parking ratio is 3.3 spaces per 1,000 square feet of net rentable area. The rooftop level (level 3) on one of the parking structures is improved with the landlord's "High Garden" concept as a project amenity. The "High Garden" features walking and running trails, outdoor volleyball, bocce ball courts and other recreational features.

 

To govern access to the non-collateral common areas, conference facility and parking structures (the “Common Area Spaces”), the Moffett Place - Building 6 property is subject to a declaration of covenants, conditions and restrictions (the “Moffett Place CCR”) with Moffett Place LLC (an affiliate of the loan sponsor and an affiliate of the owner of the non-collateral buildings at the Moffett Campus). The Moffett Place CCR grants the borrower non-exclusive easement rights over the Common Area Spaces. Ownership of the Common Area Spaces governed by the Moffett Place CCR is held by Moffett Place Association LLC (the “Association”).

 

The Moffett Place - Building 6 property is 100.0% leased to Google (Google’s parent company, Alphabet Inc. (NASDAQ: GOOG) is rated Aa2/AA+ by Moody’s/S&P) pursuant to a new 8.7-year triple net lease through January 2029, with two, seven-year extension options and

 

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

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Structural and Collateral Term SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

no early termination rights. Google has an in place base rent of $49.56 per square foot with approximately 2.2% annual rent escalations. The Google lease commenced on May 21, 2020 and Google has fully accepted its space with no outs or remaining landlord work. Google is in the process of building out its space with an expected occupancy date by September/October of 2021. Google was provided $55.10 per square foot in tenant improvements and approximately 12 months of free rent. At loan origination, approximately $2.7 million was reserved for the remaining outstanding tenant obligations and approximately $12.1 million for free rent.

 

Under the Google lease, so long as the landlord owns the Moffett Place - Building 6 property, Google has a right of first offer to purchase all or any portion of the six building Moffett Campus which the landlord has determined in its sole discretion to sell. Such right excludes an offer to sell one or more buildings in the Moffett Campus to an affiliate of the landlord or to an entity or person that becomes the owner of the Moffett Place - Building 6 property or the Moffett Campus through a foreclosure by trustee’s power of sale, judicially or otherwise, or as a purchaser at a foreclosure sale.

 

COVID-19 Update. On July 27, 2020, due to the COVID-19 pandemic, Google announced that it would extend its global voluntary work-from-home option through June of 2021 for roles of employees that are not needed in the office. Google had originally told employees to expect to return to the office in January of 2021. As of October 1, 2020, Google has not made any requests for rent relief. Google is in a free rent period through May 2021. As of October 1, 2020, the Moffett Place – Building 6 Whole Loan is not subject to any modification or forbearance requests related to the COVID-19 pandemic. The Moffett Place – Building 6 Whole Loan is current as of the October 2020 payment date. See “Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus. 

 

The Market. The Moffett Place - Building 6 property is located in Moffett Park, a submarket of Sunnyvale in Silicon Valley, California. Moffett Park comprises 519 acres which has undergone significant redevelopment over the past 15 years. The area has grown into one of the San Francisco Bay Area’s technology hubs, with firms such as Amazon, Google, Facebook, Comcast, and Verizon (Yahoo!) leasing significant space. Moffett Park is located adjacent to State Highway 237, Interstate 680, Interstate 280, and U.S. Highway 101 and has access from both the northern peninsula and areas in San Jose and the East Bay, making it a convenient location for corporate users.

 

Regional commuter service is indirectly provided for Moffett Park. Shuttles from Downtown Sunnyvale Caltrain station and the Altamont Commuter Express Great America station provide morning and evening services to the park. Future indirect regional access may be provided by the Bay Area Rapid Transit (“BART”) to San Jose extension. The BART extension would provide service potential from East Bay cities to downtown San Jose where additional shuttle or VTA light rail connections would be necessary to serve Moffett Park.

 

The VTA light rail Borregas Station is located within a half mile of the Moffett Place - Building 6 property along Java Drive, while the Java / Borregas bus stop is a five minute walk away. Access to major highways 101 and 237 is within a mile of the Moffett Place - Building 6 property and the downtown Sunnyvale Caltrain station is approximately three miles to the south. The San Jose International Airport is located about nine miles from the Moffett Place - Building 6 property.

 

According to the appraisal, the Moffett Park office submarket had a vacancy rate of 0.6% with an average asking rent of $69.60 per square foot. The following chart summarizes comparable office leases that range in base rent from $50.40 to $60.00 per square foot.

 

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

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Structural and Collateral Term SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

 Summary of Comparable Office Leases(1)   
PropertyTenant NameLease
Start Date
Term
(mos.)
Lease TypeTenant
Size (SF)
Base
Rent PSF
Free Rent
(mos.)
TI PSF
Moffett Place -Building 6GoogleMay-20105NNN314,352(2)$49.56(2)12$55.10
Moffett Towers II -Building IIIFacebookJan-20180NNN1,087,689$52.207$60.00
520 Almanor AvenueNokia, IncApr-19150NNN231,000$50.406$80.00
Grove 22123 and MeMay-19144NNN154,987$60.009$83.71
1001 North ShorelineGoogleApr-18144NNN132,960$60.003$50.00
Pathline ParkSynopsysNov-19144NNN360,100$51.000$70.00
620 National ViewGoogleDec-18120NNN151,065$59.400$80.00
Total / Wtd. Avg.(3)  161 2,117,801$53.375$66.42
(1)Source: Appraisal.

(2)Based on the rent roll as of October 6, 2020.

(3)Total / Wtd. Avg. excludes the Moffett Place - Building 6 property.

 

  Summary of Comparable Office Sales(1)    
PropertyCity, StateNRAYear Built/RenovatedOccupancyTransaction DateSales PriceSales Price PSFCap Rate
Moffett Place - Building 6Sunnyvale, CA314,3522020100.0%NAPNAPNAPNAP
620 National ViewMountain View, CA151,0652017100.0%Sep-19$190,000,000$1,2584.8%
Grove 221Sunnyvale, CA154,9872018100.0%Mar-19$183,000,000$1,1815.1%
Shoreline TechnologyMountain View, CA795,6631985 / 200092.0%Nov-18$1,000,000,000$1,2573.5%
1001 North ShorelineMountain View, CA132,9602017100.0%Mar-18$169,000,000$1,1584.4%
Menlo GatewayMenlo Park, CA772,9832019100.0%Nov-17$850,000,000$1,1005.0%
Total / Wtd. Avg.(2) 2,007,658 96.8% $763,194,608$1,1844.4%

(1)Source: Appraisal.

(2)Total / Wtd. Avg. excludes the Moffett Place - Building 6 property.

 

Historical and Current Occupancy(1)
201720182019Current(2)
NAPNAPNAP100.0%
(1)Historical information is not available due to the recent construction of the Moffett Place - Building 6 property.

(2)Based on the rent roll as of October 6, 2020.

 

Tenant Summary(1)
TenantRatings Moody’s/Fitch/S&P(2)Net Rentable Area (SF)% of
Total NRA
Base Rent
PSF
% of Total
Base Rent
Lease
Expiration Date
GoogleAa2 / NR / AA+ 314,352100.0% $49.56 100.0% 1/31/2029
Total 314,352100.0%$49.56100.0% 
Other Occupied 00.0   $0.000.0    
Total Occupied 314,352100.0%$49.56100.0% 
Vacant 00.0      
Total 314,352100.0%   

(1)Based on the rent roll as of October 6, 2020.

(2)Credit Ratings are those of the parent company. The tenant is the sole obligor with respect to the lease obligation.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

Lease Rollover Schedule(1)
Year

Number

of Leases
Expiring

Net Rentable

Area Expiring

% of NRA

Expiring

Base Rent

Expiring

% of

Base

Rent

Expiring

Cumulative Net Rentable Area

Expiring

Cumulative

% of NRA Expiring

Cumulative

Base Rent Expiring

Cumulative

% of Base

Rent Expiring

VacantNAP00.0%NAPNAP00.0%NAPNAP
MTM & 2020000.0$00.0%00.0%$00.0%
2021000.000.000.0%$00.0%
2022000.000.000.0%$00.0%
2023000.000.000.0%$00.0%
2024000.000.000.0%$00.0%
2025000.000.000.0%$00.0%
2026000.000.000.0%$00.0%
2027000.000.000.0%$00.0%
2028000.000.000.0%$00.0%
20291314,352100.015,579,285100.0314,352100.0%$15,579,285100.0%
2030000.000.0314,352100.0%$15,579,285100.0%
2031 and Thereafter000.000.0314,352100.0%$15,579,285100.0%
Total1314,352100.0%$15,579,285100.0%    

(1)Based on the rent roll as of October 6, 2020.

 

Underwritten Net Cash Flow(1)
 UnderwrittenUnderwritten
$ Per Square Foot
%(2)
Base Rent$15,579,285$49.5677.9%
Straight Line Rent Credit(3)1,297,9704.136.5%
Amenities Rent469,7791.492.4%
Reimbursements2,642,6088.4113.2%
Net Rental Income$19,989,641$63.59100.0%
Vacancy & Credit Loss(4)(999,482)(3.18)(5.0%)
Effective Gross Income$18,990,159$60.4195.0%
    
Real Estate Taxes$592,541$1.883.1%
Insurance221,5280.701.2%
Management Fee168,7730.540.9%
Other Operating Expenses1,709,5725.449.0%
Total Operating Expenses$2,692,414$8.5614.2%
    
Net Operating Income$16,297,746$51.8585.8%
TI/LC323,1021.031.7%
Capital Expenditures64,6200.210.3%
Net Cash Flow$15,910,023$50.6183.8%

(1)Historical cash flow information is not available due to the recent construction of the Moffett Place – Building 6 property.

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

(3)Straight Line Rent Credit is given to Google through the lease term.

(4)Represents an underwritten economic vacancy of 5.0%.

 

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

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Structural and Collateral Term SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

Property Management. The Moffett Place - Building 6 property is managed by Paul Holdings, Inc., an affiliate of the borrower.

 

Escrows and Reserves. At loan origination, the borrower was required to deposit the following into upfront reserves: (i) $2,728,059 into a TI/LC reserve for outstanding tenant obligations, (ii) $2,496,716 into a debt service reserve (equal to three months of Moffett Place - Building 6 Total Debt service payments) and (iii) $12,062,876 into a free rent reserve.

 

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the estimated annual real estate taxes (initially estimated at $85,000 per month).

 

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12 of estimated insurance premiums, unless an acceptable blanket policy is in effect. As of the origination date, an acceptable blanket policy was in place.

 

Lease Sweep Reserve – During a Lease Sweep Period (as defined below), all excess cash flow after payment of debt service, required reserves and budgeted operating expenses is required to be transferred to a lease sweep reserve until amounts on deposit equal the Lease Sweep Reserve Cap (as defined below). In the event that excess cash flow is not sufficient to meet the Required Minimum Monthly Lease Sweep Deposit Amount (as defined below), the borrower is required to deposit the Required Monthly Lease Sweep Deposit Amount into the lease sweep reserve.

 

A “Lease Sweep Period” will commence upon the earliest to occur of any of the following: (i) Google or a Lease Sweep Tenant Party (as defined below) fails to give notice of its intent to renew or extend the Google lease by May 31, 2027, which is 20 months prior to the lease expiration date until Google has exercised a renewal or an extension under the Lease Sweep Lease (as defined below) or a replacement tenant acceptable to lender executes a replacement lease covering the Requisite Lease Sweep Space (as defined below) or the total amount swept into the lease sweep reserve equals the applicable Lease Sweep Reserve Cap; (ii) the date on which (a) a Lease Sweep Tenant Party cancels or terminates its Lease Sweep Lease with respect to all or at least 41,000 square feet of the Lease Sweep Space (as defined below) prior to the then current expiration date or (b) a Lease Sweep Tenant Party delivers to borrower or manager a notice to terminate its Lease Sweep Lease with respect to all or at least 41,000 square feet of the Lease Sweep Space until either a renewal or retenanting occurs or the total amount swept into the lease sweep reserve equals the applicable Lease Sweep Reserve Cap; (iii) the Lease Sweep Tenant Party ceases operating its business in 20.0% or more of the space in a building subject to its leases (the “Dark Space”) (unless such tenant ceasing to operate is (a) Google, or (b) one or more investment grade entities, until a replacement tenant acceptable to lender executes a replacement lease covering the Requisite Lease Sweep Space or the total amount swept into the lease sweep reserve equals the applicable Lease Sweep Reserve Cap (clauses (i) through (iv) collectively, a “Lease Sweep Trigger”); (iv) a default under the lease by the Lease Sweep Tenant Party, until either such default is cured and no other default occurs for three consecutive months or the total amount swept into the lease sweep reserve equals the applicable Lease Sweep Reserve Cap; (v) a bankruptcy of Google or any parent entity under the applicable lease, until the related bankruptcy proceedings have terminated and the applicable lease has been affirmed, assumed or assigned in a manner satisfactory to the lender; and (vi) with respect to the Google lease, the date on which neither Google nor its parent company is an investment grade entity (a “Google Downgrade Event”), until one of (a) such tenant (or its parent company) becomes an investment grade entity again, (b) a renewal or re-tenanting occurs or (c) the total amount swept into the lease sweep reserve equals the applicable Lease Sweep Reserve Cap.

 

A “Lease Sweep Tenant Party” means any tenant under a Lease Sweep Lease or its direct or indirect parent company.

 

A “Lease Sweep Lease” means (i) the Google lease or (ii) any lease which is entered into by the borrower in replacement of any Google lease, and that, either individually, or when taken together with any other lease with the same tenant or its affiliates, and assuming the exercise of all expansion rights and all preferential rights to lease additional space contained in such replacement lease, demises Lease Sweep Space equal to or greater than the Requisite Lease Sweep Space.

 

The “Lease Sweep Space” means the space demised under a Lease Sweep Lease.

 

The “Requisite Lease Sweep Space” means 75% or more of the rentable square feet demised under the applicable Lease Sweep Lease.

 

A “Required Minimum Monthly Lease Sweep Deposit Amount” means on each monthly payment date during the continuance of a Lease Sweep Period, an amount equal to: (i) from the payment date in September 2020 through October 2021, $475,000, (ii) from the payment date in November 2021 through October 2022, $505,000, (iii) from the payment date in November 2022 through October 2023, $535,000, (iv) from the payment date in November 2023 through October 2024, $555,000, (v) from the payment date in November 2024 through October 2025, $585,000, (vi) from the payment date in November 2025 through October 2026, $615,000 and (vii) from the payment date in November 2026 and thereafter, $628,700; provided that with respect to a Lease Sweep Period pursuant to clause (v) of the definition of Lease Sweep Period, such amount will be $0.00 on the date that funds then on deposit in the lease sweep reserve equal or exceed $15,717,600.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
Moffett Place - Building 6

  

A “Lease Sweep Reserve Cap” means: (i) with respect to a Lease Sweep Period continuing solely pursuant to clause (i) of the defined term “Lease Sweep Period”, an amount equal to $40.00 per rentable square foot that is leased pursuant to the Lease Sweep Lease in question; (ii) with respect to a Lease Sweep Period continuing solely pursuant to clause (iv) of the defined term “Lease Sweep Period”, $35.00 per rentable square foot that is leased pursuant to the Lease Sweep Lease in question; (iii) with respect to a Lease Sweep Period continuing solely pursuant to clause (ii) of the defined term “Lease Sweep Period”, $40.00 per rentable square foot of the terminated space; (iv) with respect to a Lease Sweep Period continuing pursuant to a Dark Period Event (clause (iii) of the defined term “Lease Sweep Period”), whether or not a Lease Sweep Trigger pursuant to clauses (i), (ii) and/or (iv) of the defined term “Lease Sweep Period” is concurrently continuing, $50.00 per rentable square foot of Dark Space; (v) with respect to a Lease Sweep Period continuing pursuant to a Google Downgrade Event (clause (vi) of the defined term “Lease Sweep Period”), whether or not a Lease Sweep Trigger pursuant to clauses (i), (ii), (iii) and/or (iv) of the defined term “Lease Sweep Period” is concurrently continuing, $15,717,600 (i.e., $50.00 per rentable square foot that is leased pursuant to the Lease Sweep Lease in question).

 

Lockbox / Cash Management. The Moffett Place - Building 6 Whole Loan is structured with a hard lockbox and in place cash management. The borrower is required to direct all existing tenants of the Moffett Place - Building 6 property to directly deposit all rents into a deposit account controlled by the lender. Funds in the deposit account are required to be applied and disbursed in accordance with the Moffett Place - Building 6 Whole Loan documents. During a Trigger Period (as defined below), all excess cash after payment of the monthly debt service on the Moffett Place - Building 6 Whole Loan, all required reserves and budgeted operating expenses, and certain other items in the payment waterfall described in the Moffett Place - Building 6 Whole Loan documents will be reserved (i) if a Lease Sweep Period is continuing, into the lease sweep reserve until the aggregate amount of funds transferred into such reserve during the Lease Sweep Period in question equals the applicable Lease Sweep Reserve Cap, if any, (ii) if a DS Reimbursement Period (as defined below) is continuing, into the debt service reserve account, and (iii) if no DS Reimbursement Period is continuing, into a cash collateral account as additional collateral for the Moffett Place - Building 6 Whole Loan.

 

A “Trigger Period” will commence upon (i) the occurrence of an event of default under the Moffett Place - Building 6 Whole Loan until cured, (ii) (A) the Moffett Place - Building 6 property not fully being leased to either Google or an investment grade entity and (B) the debt service coverage ratio being less than (a) 2.19x based on the Moffett Place - Building 6 Whole Loan and (b) 1.50x based on the Moffett Place - Building 6 Total Debt (a “Low DSCR Period”) until (x) the debt service coverage ratio based on the Moffett Place - Building 6 Whole Loan is equal to or greater than 2.19x and the debt service coverage ratio based on the Moffett Place - Building 6 Total Debt is equal to or greater than 1.50x, in each case, for one calendar quarter or (y) funds on deposit in the cash collateral account equal $15,717,600, (iii) the commencement of a Lease Sweep Period until such Lease Sweep Period is cured, (iv) the occurrence of a mezzanine loan default until the mezzanine lender notifies the lender that such mezzanine loan default has been cured or waived or (v) the commencement of a DS Reimbursement Period until such DS Reimbursement Period has ended.

 

A “DS Reimbursement Period” will commence upon (i) the allocation of any debt service reserve funds to any required debt service amounts pursuant to the Moffett Place - Building 6 Whole Loan documents and will end upon the earlier to occur of (a) the satisfaction of all DS Reserve Release Conditions (as defined below) and (b) the satisfaction of all DS Reimbursement Obligations (as defined below).

 

The “DS Reserve Release Conditions” means each of the following requirements has been satisfied: (i) no Trigger Period has occurred and is continuing (unless the Trigger Period is solely ongoing in connection with an ongoing DS Reimbursement Period) and (ii) with respect to the Google lease, the borrower has delivered evidence reasonably satisfactory to the lender that all contingencies under the Google lease have been satisfied and Google has actually commenced the payment of full contractual rent and any initial free rent period or period of partial rent abatements has expired.

 

The “DS Reimbursement Obligations” means the obligation of the borrower to reimburse to the lender all amounts disbursed from the lender-controlled debt service reserve.

 

Current Mezzanine or Subordinate Indebtedness. The Moffett Place - Building 6 Whole Loan consists of nine pari passu senior notes with an aggregate initial principal balance of $133,100,000 and two junior notes, with an aggregate initial principal balance of $66,900,000. In conjunction with the Moffett Place - Building 6 Whole Loan, on August 6, 2020, Security Benefit Life Insurance Company funded a $49.0 million mezzanine loan (and together with the Moffett Place - Building 6 Whole Loan, the “Moffett Place - Building 6 Total Debt”). The mezzanine loan has a fixed interest rate per annum of 6.35000% and maturity date of August 6, 2030. The Cut-off Date LTV Ratio, Maturity Date LTV Ratio, DSCR Based on Underwritten NCF and Debt Yield Based on Underwritten NOI for the Moffett Place - Building 6 Total Debt are set forth 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 SheetBenchmark 2020-B20
  
Moffett Place - Building 6

 

Financial Information
 Senior NotesWhole LoanTotal Debt
Cut-off Date Balance$133,100,000$200,000,000$249,000,000
Cut-off Date LTV Ratio37.1%55.7%69.3%
Maturity Date LTV Ratio37.1%55.7%69.3%
DSCR Based on Underwritten NCF3.50x2.33x1.59x
Debt Yield Based on Underwritten NOI12.2%8.1%6.5%

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. None.

 

Common Area Subdivision: The borrower, together with certain affiliates, may seek to reconfigure and reduce the Common Area Spaces and transfer a portion of the Common Area Spaces to an affiliate of the borrower or the Association to allow for the construction of one or more office buildings and associated common area improvements, to be owned in fee by an affiliate of borrower or of the Association (the “Common Area Subdivision and Release”). In connection with such transfer, the borrower and other members of the Association intend to amend the terms of the Moffett Place CCR to allow such Common Area Subdivision and Release. The Moffett Place - Building 6 Whole Loan documents permit the borrower to effectuate a Common Area Subdivision and Release subject to the satisfaction of certain terms and conditions, including, among others: (a) such subdivision and release (i) will not materially adversely interfere with any tenant’s use of its leased premises upon the Moffett Place - Building 6 property pursuant to the terms of its lease, (ii) will not materially adversely affect the Moffett Place - Building 6 property or its use or operation, (iii) does not violate the terms of any document or instrument relating to the Moffett Place - Building 6 property or Common Area Spaces, including any lease, reciprocal easement agreement or the Moffett Place CCR, (iv) will not cause any portion of the Moffett Place - Building 6 property and/or the reduced common area to be in violation of any legal requirements (including with respect to zoning and parking), and (v) does not create any liens on the Moffett Place - Building 6 property or Common Area Spaces and (b) not less than 20 days prior to the date of the commencement of such Common Area Subdivision and Release, the borrower submits to the lender copies of all plans, specifications, permits and approvals (as well as drafts of any shared facilities, access, infrastructure or parking easements to be entered into in connection with such Common Area Subdivision and Release), each as reasonably requested by the lender. Notwithstanding the foregoing, no such Common Area Subdivision and Release will be permitted if at the time of the effectuation of such Common Area Subdivision and Release, and after giving effect thereto, in the lender’s good faith discretion, the ratio of the unpaid principal balance of the Moffett Place - Building 6 Whole Loan to the value of the remaining Moffett Place - Building 6 property is greater than 125%. 

 

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

 49 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

 

 

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

 50 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

 

 

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

 51 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

 

 

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

 52 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

Mortgage Loan Information
Mortgage Loan Sellers(1):JPMCB/CREFI
Original Principal Balance(2):$70,000,000
Cut-off Date Principal Balance(2):$70,000,000
% of Pool by IPB:7.7%
Loan Purpose:Refinance
Borrower:120 Wall Property Owner, LLC
Loan Sponsor:Silverstein Holdco I LLC
Interest Rate:3.20100%
Note Date:10/1/2020
Maturity Date:10/11/2030
Interest-only Period:120 months
Original Term:120 months
Original Amortization:None
Amortization Type:Interest Only
Call Protection(3):YM(24),DeforYM(92),O(4)
Lockbox / Cash Management:Hard / Springing
Additional Debt(2):Yes
Additional Debt Balance(2):$95,000,000
Additional Debt Type:Pari Passu
  
 

 

Escrows and Reserves(6)
InitialMonthlyInitial Cap
Taxes:$1,306,557$326,640N/A
Insurance:$0SpringingN/A
Replacement Reserves:$0Springing$501,207
TI/LC:$3,472,525$111,379$4,009,656
Other:$1,759,579$0N/A
 
Property Information
Single Asset / Portfolio:Single Asset
Title:Fee
Property Type – Subtype:Office – CBD
Net Rentable Area (SF):668,276
Location:New York, NY
Year Built / Renovated:1929 / 2013
Occupancy:95.1%
Occupancy Date:8/31/2020
Number of Tenants:37
2017 NOI(4):$12,487,548
2018 NOI(4):$10,046,537
2019 NOI(4):$12,952,334
TTM NOI (as of 7/2020)(5):$13,190,289
UW Economic Occupancy:94.0%
UW Revenues:$28,608,590
UW Expenses:$13,183,745
UW NOI(5)(7):$15,424,845
UW NCF(7):$14,656,328
Appraised Value / Per SF(7):$285,000,000 / $426
Appraisal Date:8/25/2020
 

 

Financial Information(2)(7)
Cut-off Date Loan / SF:$247
Maturity Date Loan / SF:$247
Cut-off Date LTV:57.9%
Maturity Date LTV:57.9%
UW NCF DSCR:2.74x
UW NOI Debt Yield:9.3%
 


Sources and Uses
SourcesProceeds% of TotalUsesProceeds% of Total
Whole Loan$165,000,000100.0%Payoff Existing Debt$135,478,87582.1%
   Return of Equity20,796,12312.6   
   Upfront Reserves6,538,6614.0   
   Closing Costs2,186,3411.3   
Total Sources$165,000,000100.0%Total Uses$165,000,000100.0%
(1)The 120 Wall Street Whole Loan (as defined below) was co-originated by Wells Fargo Bank, National Association (“WFB”), JPMorgan Chase Bank, National Association. (“JPMCB”) and Citi Real Estate Funding Inc. (“CREFI”) on October 1, 2020. JPMCB will be contributing $35,000,000 (Notes A-4 and A-5) and CREFI will be contributing $35,000,000 (Notes A-6 and A-7) to the Benchmark 2020-B20 transaction.

(2)The 120 Wall Street Loan (as defined below) is part of the 120 Wall Street Whole Loan evidenced by seven pari passu notes with an aggregate original principal balance as of the Cut-off Date of $165.0 million. Financial information presented in the chart above reflects the aggregate Cut-off Date balance of the $165.0 million 120 Wall Street Whole Loan.
(3)The defeasance lockout period will be at least 24 payment dates beginning with and including the first payment date of November 2020. Defeasance of the 120 Wall Street Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 120 Wall Street Whole Loan to be securitized and (b) the payment date occurring in November 2023. The assumed defeasance lockout period of 24 months is based on the expected closing date of the Benchmark 2020-B20 securitization in October 2020. The actual defeasance lockout period may be longer. Additionally, the borrower may prepay the 120 Wall Street Whole Loan at any time during the term of the 120 Wall Street Whole Loan with a 15-day prior notice and, if such prepayment date occurs before July 11, 2030, upon payment of the yield maintenance premium.
(4)The decrease from 2017 NOI to 2018 NOI and subsequent increase from 2018 NOI to 2019 NOI is primarily attributable to new leases executed in 2018 accounting for 11.4% of net rentable area and 12.9% of underwritten base rent. In connection with executing such leases, the Borrower (as defined below) provided new tenants with free rent periods accounting for an adjustment of approximately $2,427,673 in 2018 base rent.
(5)The increase from TTM NOI (as of 7/2020) to UW NOI at the 120 Wall Street property is primarily attributable to (i) new leases commencing in 2020 and 2021 accounting for an increase of approximately $1.9 million in underwritten base rent and (ii) approximately $298,037 in contractual rent steps through November 2021.
(6)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

 

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

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Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

(7)While the 120 Wall Street Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 120 Wall Street Whole Loan more severely than assumed in the underwriting of the 120 Wall Street Whole Loan and could adversely affect the NOI, NCF and occupancy information, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Risk Factors— Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Loan. The 120 Wall Street loan is part of a whole loan evidenced by seven pari passu promissory notes, each as described below, with an aggregate original principal balance as of the Cut-off Date of $165.0 million (the “120 Wall Street Whole Loan”), secured by the ESD’s (as defined below) fee simple interest and the borrower’s leasehold interest in a 668,276 square foot, Class B, CBD office building located in New York, New York. The non-controlling notes A-4, A-5, A-6 and A-7, with an aggregate outstanding principal balance as of the Cut-off Date of $70.0 million, will be included in the Benchmark 2020-B20 Trust. The remaining notes, which are currently held by WFB, are expected to be contributed to one or more future securitization trusts. The relationship between the holders of the 120 Wall Street Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans— The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The 120 Wall Street Whole Loan has a 10-year term and is interest only for the full term of the loan.

 

  Whole Loan Summary 
NoteOriginal BalanceCut-off Date BalanceNote HolderControlling Piece
Note A-1(1)$70,000,000$70,000,000WFBYes
Note A-2(1)$10,000,000$10,000,000WFBNo
Note A-3(1)$15,000,000$15,000,000WFBNo
Note A-4, A-5, A-6, A-7(2)$70,000,000$70,000,000Benchmark 2020-B20No(3)
Whole Loan$165,000,000$165,000,000 
(1)Expected to be contributed to one or more future securitization transactions.
(2)JPMCB will be contributing Note A-4 and Note A-5, which have an aggregate outstanding principal balance of approximately $35,000,000, to the Benchmark 2020-B20 mortgage trust. CREFI will be contributing Note A-6 and Note A-7, which have an aggregate outstanding principal balance of approximately $35,000,000, to the Benchmark 2020-B20 mortgage trust.

(3)The 120 Wall Street Whole Loan is expected to be serviced under the Benchmark 2020-B20 pooling and servicing agreement until such time as the controlling note has been securitized, at which point the 120 Wall Street Whole Loan will be serviced under the pooling and servicing agreement related to such securitization.

 

The Borrower. The borrower is 120 Wall Property Owner, LLC (the “Borrower”), a Delaware limited liability company and single purpose entity with two independent directors.

 

The borrower sponsor is Silverstein Properties, Inc. (“Silverstein Properties”) and the non-recourse carveout guarantor is Silverstein Holdco I LLC. Silverstein Properties is a privately held, full-service real estate development, investment and management firm based in New York. Founded in 1957, Silverstein has developed, owned and managed more than 40 million square feet of office, residential, hotel, retail and mixed-use properties. Silverstein Properties is widely recognized for their role in rebuilding the World Trade Center following the tragic events of September 11, 2001. Silverstein Properties’ commercial and residential portfolio, includes over 12 million square feet of office and residential properties in Midtown and Lower Manhattan.

 

The Property. The 120 Wall Street property is a 35-story, 668,276 square foot, Class B, LEED Gold certified office building located in the Financial District of Manhattan in New York City. The property was constructed in 1929 and most recently renovated in 2013. The borrower sponsor purchased the 120 Wall Street property in 1980 and has invested significant capital to reposition and modernize the building. In 2005, the borrower sponsor restored the façade of the building, entrance and distinctive art deco lobby enhancing the building’s appeal. Since 2012, the borrower sponsor has invested $11.0 million in capital improvements ($16.47 per square foot) including a $4.5 million lobby renovation that includes the expansion and widening of the lobby footprint, new revolving doors, installing turnstiles, new flooring, new lighting, new security desks and restoration of interior lobby walls, as well as an approximately $3.4 million elevator modernization. The 120 Wall Street property is designated a historic landmark by the New York City Landmark’s Preservation Commission. Amenities at the 120 Wall Street property include unobstructed views across the East River, private terraces and around the clock security. As of August 31, 2020, the 120 Wall Street property was 95.1% occupied by 35 distinct tenants including 28 office tenants, five telecom tenants and two retail tenants.

 

The borrower sponsor has owned the 120 Wall Street property since 1980 and facilitated its designation as New York City's first association center in 1992, which allows for not-for-profit ("NFP") tenancy to receive financial incentives for leasing space at the 120 Wall Street property. On September 12, 2012, the 120 Wall Street property entered into a real estate tax program with the New York State Urban Development Corporation d/b/a Empire State Development ("ESD"), where the building was deeded to the ESD and leased back by the Borrower. Under the agreement, the Borrower makes a payment in lieu of real estate taxes ("PILOT"). The PILOT amount is reduced (a) proportionately to the extent that NFP tenants lease space at the 120 Wall Street property (such proportionate reduction, 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.

 54 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

"NFP Benefit") and (b) for certain other tax benefits that the 120 Wall Street property would otherwise be eligible for if the 120 Wall Street property was owned by the Borrower, resulting in expense savings. A proportionate amount of the NFP Benefit is then required to be passed back to each NFP tenant in the form of a rent credit. The ground lease expires on December 31, 2032 at which time the Borrower would obtain the fee ownership, repurchasing the deed for $1. There is no ground rent associated with the lease structure other than the PILOT tax payments for any for-profit tenants at the 120 Wall Street property. Under the program, any NFP tenant that executes a new lease or renews a current lease is eligible to participate in the program. Currently, 12 NFP tenants representing approximately 31.6% of net rentable area at the 120 Wall Street property participate in the program, resulting in an expected tax savings of approximately $1.6 million in 2020. 120 Wall Street is the only office building in Manhattan to offer this incentive for NFP tenants. The average NFP benefit is approximately $6.17 per square foot. See "Risk Factors—Risks Relating to the Mortgage Loans—Increases in Real Estate Taxes May Reduce Available Funds" in the Preliminary Prospectus.

 

The largest tenant, Droga5, LLC (202,396 square feet; 30.3% of net rentable area; 32.6% of underwritten base rent) (“Droga5”), is an international creative and strategic advertising agency that was founded in 2006. Droga5 was acquired by Accenture (NYSE: ACN) Interactive in May 2019. Droga5 has worked on advertising campaigns for some of the largest corporation in the world including Coca- Cola, Motorola, Mondelez International, Kraft Heinz Company, LVMH, Unilever and the United Nations. Droga5 executed its lease at the 120 Wall Street property in October 2013 for 91,442 square feet and expanded its space at the property in 2016 and 2018 for 52,320 square feet and 58,634 square feet, respectively. The 120 Wall Street property serves as the company’s global headquarters. Droga5 has a lease expiration of September 2029 with one, ten-year renewal option for the entire premises or at least two full contiguous floors exercisable with at least 15 months’ notice but no more than 24 months prior to expiration. Droga5 has no termination options.

 

The second largest tenant, Success Academy Charter School (54,658 square feet; 8.2% of net rentable area; 8.1% of underwritten base rent), was founded in 2006 and is the largest and highest-performing free, public charter school network in New York City. Admission is open to all New York State children in grades K-12, including those with special needs and English language learners. Success Academy operates 47 schools serving 20,000 students in Manhattan, Brooklyn, Queens and the Bronx. The non-profit organization ranks in the top 1% among all schools in the state in math and English for 2019. Success Academy Charter School utilizes its space at 120 Wall Street for office and administrative space. Success Academy Charter School has a lease expiration of June 2029 with no renewal options. Success Academy Charter School has a one-time right to terminate its lease for the entire premises effective August 31, 2024, with 12 months’ notice and a termination fee of $3,497,468. According to the appraisal, Success Academy Charter School currently receives an NFP benefit in the form of a rent credit amounting to approximately $244,937.

 

The third largest tenant, AFS-USA, Inc. (40,029 square feet; 6.0% of net rentable area; 5.9% of underwritten base rent) (“AFS”) is an international youth exchange organization consisting of over 50 independent non-profit organizations. AFS provides young people with immersive, international or intercultural experiences, supports them with structured and facilitated learning and gives them real world social-impact and change making exposure. In 2018 alone, AFS served over 66,000 students across nine countries, raised over $36 million in scholarships and had more than 12,000 study-abroad participants. AFS has a lease expiration of June 2029 with one, 10-year renewable option exercisable with notice provided no later than 12 months, but no earlier than 18 months, prior to the expiration date. AFS has a one-time right to terminate its lease for the entire premises effective June 30, 2024, with 18 months’ prior notice, subject to a termination fee equal to $2,593,000. According to the appraisal, AFS-USA, Inc. currently receives an NFP benefit in the form of a rent credit amounting to approximately $181,879.

 

COVID-19 Update. As of October 1, 2020, the 120 Wall Street property is open for operations. As of September 11, 2020, four tenants accounting for approximately 12.7% of net rentable area and 12.1% of underwritten base rent in aggregate have requested tenant relief in the form of rent modifications and deferral. The borrower sponsor has not formally agreed to any such agreement. For April, May, June, July and August, the borrower sponsor collected approximately 99%, 100% 100%, 95% and 92% of base rent, respectively. As of September 11, 2020, the third largest tenant at the 120 Wall Street property, AFS, which accounts for 6.0% of net rentable area and 5.9% of underwritten base rent, has requested a rent reduction or a reduction in its square footage on the fourth floor by approximately 18,000 square feet. Two additional tenants at the property, Geourgoulis / Cohen and The New Press, accounting for 2.1% of net rentable area and 2.2% of underwritten base rent, have missed a payment but are expected to make such payment in full by the end of 2020. As of October 1, 2020 the 120 Wall Street Whole Loan is not subject to any modification or forbearance requests. The first payment date is scheduled for November 11, 2020. See "Risk Factors—Risks Related to Market Conditions and Other External Factors—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans" in the Preliminary Prospectus.

 

The Market. The 120 Wall Street property is situated in the Downtown East Office submarket of the Manhattan Office market. The 120 Wall Street Property is a short walk from the PATH, 4, 5, A, C, E, J, M, Z, W, R, 1, 2, 3 and the new Fulton Street Transit Center which provides access to New Jersey, Brooklyn and residential neighborhoods in Lower Manhattan. The FDR Drive, Brooklyn Bridge and Manhattan Bridge are accessible from the subject property and are located on the westernmost sections of Manhattan.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
120 Wall Street

 

The Downtown East Office submarket had approximately 49.9 million square feet of inventory as of the second quarter of 2020. According to the appraisal, the Downtown East Office submarket had a vacancy rate as of second quarter 2020 of 7.0% and an average asking rent of $56.27 per square foot. The appraisal identified 12 comparable office leases with rents ranging from $52.00 to $70.79 per square foot with a weighted average rent of approximately $59.97 per square foot. The 120 Wall Street property’s underwritten weighted average rent for occupied office space is approximately $40.41 per square foot, approximately 22.0% below the appraisal’s concluded market rent of $51.80 per square foot for the same spaces.

 

The traditional office tenant within the Downtown East office submarket primarily consisted of financial institutions, insurance companies, and real estate corporations, which are commonly referred to as “FIRE” tenants. However, based on the discounted rents when compared to many other submarkets throughout Manhattan, the Downtown East office submarket has redefined its typical tenancy base, signing large anchor leases to companies within the technology, advertising, media and information technology sector, which are commonly referred to as “TAMI” tenants. Due to the recalibration of the tenancy base throughout New York City, there is no longer one definitive corridor or office market that is centralized around one specific tenancy base.

 

According to the appraisal, the estimated 2020 population within a 0.25, 0.5, and 1-mile radius of the 120 Wall Street property is 9,835, 33,707, and 94,136, respectively. In addition, the appraisal states that the estimated 2020 average household income within a 0.25, 0.5, and 1-mile radius is $268,181, $247,402, and $196,812, respectively.

 

The following table presents certain information relating to the appraisal’s market rent conclusion for the 120 Wall Street property:

 

Summary of Appraisal’s Concluded Office and Retail Market Rent(1)
 
 Office 
StorageFloor (2)Floors (3-9)Floors (10-16)Floors (17-25)Floors (26-34)Retail (Grade)
$25.00$44.00$48.00$52.00$56.00$60.00$65.00
(1)Source: Appraisal.

  

Historical Occupancy(1)
201720182019Current(2)
96.0%95.0%92.0%95.1%

(1)Historical occupancies are as of December 31 of each respective year.
(2)Current Occupancy is based on the August 31, 2020 rent roll.

 

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

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Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

Tenant Summary(1)

Tenant

Ratings Moody’s/Fitch/S&P(2)Net Rentable
Area (SF)
% of Total NRABase Rent PSF(3)% of Total  Base RentLease  
Expiration Date
Droga5, LLC(4)Aa3 / A+ / A+202,39630.3%$41.5632.6%9/30/2029
Success Academy Charter School(5)NR / NR / NR54,6588.2  $38.358.16/30/2029
AFS-USA, Inc.(6)(7)NR / NR / NR40,0296.0  $37.955.96/30/2029
Foundation for AIDS ResearchNR / NR / NR30,8224.6  $33.974.18/31/2027
Center for Appellate Litigation(8)NR / NR / NR20,5353.1  $40.883.21/31/2025
Lambda Legal Defense & Education FundNR / NR / NR20,3213.0  $34.002.77/31/2027
Public Relations Society of America(9)NR / NR / NR19,4482.9  $48.003.62/28/2027
Lavazza Premium Coffees Corp.NR / NR / NR19,1732.9  $43.143.210/31/2027
Catalyst, Inc.NR / NR / NR18,1762.7  $41.002.97/31/2027
American Institute of Chemical EngineersNR / NR / NR16,7062.5  $38.332.53/31/2029
Total Major Office442,26466.2%$40.1468.7%
Other Occupied(10)(11)(12)193,40728.9   $41.7931.3  
Total Occupied635,67195.1%$40.64100.0%
Vacant 32,6054.9 
Total / Wtd. Avg.668,276100.0%
(1)Based on the underwritten rent roll dated August 31, 2020.
(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.
(3)Base Rent PSF is inclusive of rent steps through November 2021 totaling $298,037.
(4)Jax Media is currently subleasing an additional 25,910 square feet from Droga5 through June 2029 at a base rental rate of $52.15 per square foot.
(5)Success Academy Charter School has a one-time right to terminate its lease for the entire premises effective August 2024, with 12 months’ notice and a termination fee of $3,497,468.
(6)AFS-USA, Inc. is currently subleasing an additional 13,076 square feet to Success Academy Charter School through June 2029 at a base rental rate of $39.00 per square foot.
(7)AFS-USA, Inc. has a one-time right to terminate its lease for the entire premises effective June 2024, with 18 months’ prior notice and a termination fee equal to $2,593,000.
(8)Center for Appellate Litigation is currently subleasing an additional 8,788 square feet from American Suicide Foundation through November 2021 at which point Center for Appellate Litigation will pay $58.00 per square foot pursuant to a direct lease thereafter.
(9)Kelley Jasons McGowan Spinelli Hanna & Reber, L.L.P (“KJMSHR”) is subleasing 2,442 square feet to Public Relations Society of America at a base rental rate of $46.00 per square foot through February 2027. KJMSHR leases no additional space at the 120 Wall Street property.
(10)Other Occupied is inclusive of 7,281 square feet of retail space.
(11)Other Occupied is inclusive of Pico Quantitative Trading which is currently dark. The tenant continues to pay rent in full at the 120 Wall Street property.
(12)Other Occupied includes a 2,253 square feet management office with no attributable base rent.

 

Lease Rollover Schedule(1)(2)

Year

Number of
Leases
Expiring

Net
Rentable
Area
Expiring

% of NRA

Expiring

Base Rent
Expiring(3)
% of Base
Rent
Expiring(3)
Cumulative
Net Rentable
Area Expiring

Cumulative

% of NRA Expiring


Cumulative
Base Rent
Expiring

Cumulative

% of Base
Rent
Expiring

VacantNAP32,605  4.9%NAPNAP32,6054.9%NAPNAP
MTM & 202016  0.0$00.0%32,6114.9%$00.0%
2021534,869  5.21,406,5345.4%67,48010.1%$1,406,5345.4%
2022312,950  1.9404,6081.6%80,43012.0%$1,811,1427.0%
2023321,624  3.2812,9183.1%102,05415.3%$2,624,06010.2%
202423,912  0.6195,4400.8%105,96615.9%$2,819,50010.9%
2025335,306  5.31,441,3205.6%141,27221.1%$4,260,82016.5%
202616,024  0.9219,8760.9%147,29622.0%$4,480,69617.3%
20277134,269 20.15,166,72320.0%281,56542.1%$9,647,41937.3%
202814,357   0.7157,5150.6%285,92242.8%$9,804,93438.0%
20296336,505 50.413,546,99652.4%622,42793.1%$23,351,93090.4%
2030 and Thereafter(4)445,849   6.92,481,9349.6%668,276100.0%$25,833,864100.0%
Total36668,276100.0%$25,833,864100.0%
(1)Based on the underwritten rent roll dated August 31, 2020.
(2)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule.

(3)Base Rent Expiring and % of Base Rent Expiring is inclusive of rent steps through November 2021 totaling $298,037.

(4)2030 & Thereafter includes 2,253 square feet of management office with no attributable underwritten base rent.

 

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

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Structural and Collateral Term SheetBenchmark 2020-B20
  
120 Wall Street

 

Operating History and Underwritten Net Cash Flow
 201720182019TTM(1)UnderwrittenPer Square
Foot
%(2)
Base Rent(3)$21,819,923$20,742,361$23,378,989$23,582,233$25,833,864$38.6685.7%
Vacant Income00001,821,8182.736.0
NFP Rent Credit(4)(875,867)(910,278)(947,348)(922,477)(967,163)(1.45)(3.2)
Gross Potential Rent$20,944,056$19,832,083$22,431,641$22,659,756$26,688,519$39.9488.5%
Total Reimbursements3,108,1263,395,9703,502,1793,321,0883,467,8205.1911.5
Gross Rental Income$24,052,182$23,228,053$25,933,820$25,980,844$30,156,339$45.13100.0%
(Vacancy/Credit Loss)0000(1,821,818)(2.73)(6.0)
Total Other Income(5)88,12071,433259,483274,069274,0690.410.9
Effective Gross Income$24,140,302$23,299,486$26,193,303$26,254,913$28,608,590$42.8194.9%
Total Expenses11,652,75413,252,94913,240,96913,064,62413,183,74519.7346.1
Net Operating Income(6)(7)$12,487,548$10,046,537$12,952,334$13,190,289$15,424,845$23.0853.9%
TI/LC0000668,2761.002.3
Capital Expenditures0000100,2410.150.4
Net Cash Flow$12,487,548$10,046,537$12,952,334$13,190,289$14,656,328$21.9351.2%
(1)TTM represents the trailing 12-month period ending July 31, 2020.
(2)% column represents percent of Gross Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(3)Underwritten Base Rent is inclusive of rent steps through November 2021 totaling $298,037.
(4)NFP Rent Credit is based on contractual rent credits for 12 NFP tenants representing approximately 32.9% of net rentable area at the 120 Wall Street property
(5)Total Other Income includes telecom income, license income, miscellaneous event income, lease cancellation fees and construction management fees.
(6)The increase from TTM NOI (as of 7/2020) to UW NOI at the 120 Wall Street property is primarily attributable to (i) new leases commencing in 2020 and 2021 accounting for an increase of approximately $1.9 million in underwritten base rent and (ii) contractual rent steps through November 2021.
(7)The decrease from 2017 NOI to 2018 NOI and subsequent increase from 2018 NOI to 2019 NOI is primarily attributable to new leases executed in 2018 accounting for 11.4% of net rentable area and 12.9% of underwritten base rent. In connection with executing such leases, the Borrower provided new tenants with free rent periods accounting for an adjustment of approximately $2,427,673 in 2018 base rent.

 

Property Management. The 120 Wall Street property is managed by Silverstein Properties, LLC, a Delaware limited liability company and an affiliate of the Borrower.

 

Escrows and Reserves. At loan origination, the Borrower deposited (i) $1,306,557 into a real estate tax reserve, (ii) $3,472,525 into an outstanding TI/LC reserve, including $415,000 for Hydra tenant improvements and (iii) $1,759,579 into a rent concession reserve funds consisting of (a) approximately $434,099 for Hydra, (b) approximately $176,067 for Droga5, LLC, (c) approximately $45,721 for Illuminating Engineers Society, (d) approximately $67,555 for Excess Line Association of New York, (e) approximately $908,712 for the Nathan Cummins Foundation, Inc and (f) approximately $127,426 for Center for Appellate Litigation.

 

Tax Reserve – On a monthly basis, the Borrower is required to deposit an amount equal to 1/12 of the estimated annual real estate taxes into the tax reserve account (initially $326,640).

 

Insurance Reserve – On a monthly basis, the Borrower is required to deposit into an insurance reserve an amount equal to 1/12 of estimated insurance premiums. So long as a blanket policy acceptable to the lender is in effect, the Borrower provides the lender evidence of timely payment of insurance premiums, and there is no event of default continuing, the requirement for monthly deposits into the insurance reserve is waived.

 

Replacement Reserve – On a monthly basis, during the continuance of a Cash Trap Event Period, the Borrower is required to deposit approximately $13,922 into a replacement reserve, subject to a cap of $501,207.

 

TI/LC Reserve – On a monthly basis, the Borrower is required to deposit approximately $111,379 into a TI/LC reserve, subject to a cap of $4,009,656.

 

Lockbox / Cash Management. The 120 Wall Street Whole Loan is structured with a hard lockbox and springing cash management. The Borrower is required to direct tenants to pay rent directly into the lender-controlled lockbox account and all rents received directly by the Borrower or the property manager are required to be deposited into the lockbox account within two business days of receipt. Prior to the occurrence of a Cash Trap Event Period, all funds in the lockbox account are required to be distributed to the Borrower. During a Cash Trap Event Period, funds in the lockbox account are required to be swept on each business day to a lender-controlled cash management account to be applied and disbursed in accordance with the 120 Wall Street Whole Loan documents. Any excess cash flow remaining after satisfaction of the waterfall items outlined in the loan documents is required to be swept to an excess cash flow subaccount controlled by the lender as additional collateral for the 120 Wall Street Whole Loan during the continuance of the Cash Trap Event Period. Provided

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 SheetBenchmark 2020-B20
  
120 Wall Street

 

no event of default is continuing, any excess cash flow funds remaining in the excess cash flow account will be disbursed to the Borrower upon the expiration of any Cash Trap Event Period provided that such funds are used for, among other things, preapproved capital expenditures, preapproved leasing expenses, operating expenses, and approved extraordinary expenses (other than material tenant sweep funds, which will be disbursed to the Borrower for reimbursement of permitted leasing expenses in accordance with the 120 Wall Street Whole Loan documents). Upon an event of default under the 120 Wall Street Whole Loan documents, the lender may apply funds to the debt in such priority as it may determine.

 

A “Cash Trap Event Period” will commence upon the earlier to occur of (i) an event of default, (ii) the debt yield being less than 6.25% (as calculated in the 120 Wall Street Whole Loan documents) as of any Calculation Date (as defined below) and (iii) Droga5, LLC failing to renew or extend its lease by June 30, 2028.

 

A Cash Trap Event Period may be cured upon, with respect to a Cash Trap Event Period caused solely by (a) clause (i) above, the cure (if applicable) of the related event of default, (b) clause (ii) above, the earliest to occur of the date on which (A) the debt yield is at least 6.25% for two consecutive Calculation Dates or (B) the Borrower delivers a letter of credit reasonably satisfactory to the lender in an amount sufficient such that the debt yield would not be less than 6.25%, (c) clause (iii) above, the Borrower having deposited with the lender an amount equal to $50.00 per square foot of leased space under Droga5’s lease.

 

A “Calculation Date” means the last day of each calendar quarter during the 120 Wall Street Whole Loan term.

 

Future Mezzanine or Subordinate Indebtedness Permitted. The holder of 100% of the indirect equity interests in the Borrower is permitted to obtain mezzanine financing secured by 100% of the indirect ownership interests in the Borrower so long as, among other things: (a) no event of default has occurred and is continuing, (b) the lender and such mezzanine lender have entered into an intercreditor agreement reasonably satisfactory to the lender, (c) the aggregate loan-to-value ratio (as calculated in the 120 Wall Street Whole Loan documents) is no greater than 57.9%, (d) the aggregate debt service coverage ratio (as calculated in the 120 Wall Street Whole Loan documents) is equal to or greater than 2.37x, (e) the aggregate debt yield (as calculated in the 120 Wall Street Whole Loan documents) is equal to or greater than 7.7%, (f) the maturity date of the mezzanine loan is not earlier than the maturity date of the 120 Wall Street Whole Loan and (g) the mezzanine lender is a qualified mezzanine lender (as defined in the 120 Wall Street Whole Loan documents).

 

Partial Release. None.

 

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

 59 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
MGM Grand & Mandalay Bay

 

 (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.

 60 of 173  

 

 

Structural and Collateral Term SheetBenchmark 2020-B20
  
MGM Grand & Mandalay Bay

 

(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 S