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JP Morgan Chase Commercial Mortgage Securities

Filed: 28 Jul 21, 4:50pm

 

  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-226123-12
   

 

     
     
  

JULY 28, 2021

 
     
  

BENCHMARK 2021-B28

Commercial Mortgage Trust

  
     
  

Free Writing Prospectus

Structural and Collateral Term Sheet

 

$1,375,277,299

(Approximate Mortgage Pool Balance)

 

$1,036,666,000 

(Approximate Offered Certificates)

  
     
  

J.P. Morgan Chase Commercial Mortgage

Securities Corp.

Depositor

  
     
  

Commercial Mortgage Pass-Through Certificates

Series 2021-B28

  
     
  

JPMorgan Chase Bank, National Association

Citi Real Estate Funding Inc.

German American Capital Corporation

Goldman Sachs Mortgage Company

  
  As Sponsors and Mortgage Loan Sellers  
     
  J.P. MorganDeutsche Bank
Securities
Goldman Sachs &
Co. LLC
Citigroup  
     
  Co-Lead Managers and Joint Bookrunners  
     
  Academy SecuritiesDrexel Hamilton  
     
  Co-Managers  
     
     
     

  

 

 

July 28, 2021BENCHMARK 2021-B28

 

This material is for your information, and none of J.P. Morgan Securities LLC (“JPMS”), Citigroup Global Markets Inc. (“CGMI”), Deutsche Bank Securities Inc. (“DBSI”), 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), such Regulation as it forms part of the domestic law of the United Kingdom and/or Part VI of the Financial Services and Markets Act 2000 (as amended); and does not constitute an offering document for any other purpose.

 

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 2021-B28
 
Indicative Capital Structure

 

Publicly Offered Certificates

ClassExpected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional Amount(1)Approximate Initial Credit Support(2)Expected Weighted Avg. Life (years)(3)Expected Principal Window(3)Certificate Principal to Value Ratio(4)Underwritten NOI Debt Yield(5)
A-1Aaa(sf) / AAAsf / AAA(sf)$34,164,00030.000%2.779/2021 – 7/202640.0%14.7%
A-2Aaa(sf) / AAAsf / AAA(sf)$55,782,00030.000%4.987/2026 – 8/202640.0%14.7%
A-3Aaa(sf) / AAAsf / AAA(sf)$162,402,00030.000%6.977/2028 – 8/202840.0%14.7%
A-4Aaa(sf) / AAAsf / AAA(sf) (6)30.000%(6)(6)40.0%14.7%
A-5Aaa(sf) / AAAsf / AAA(sf)(6)30.000%(6)(6)40.0%14.7%
A-SBAaa(sf) / AAAsf / AAA(sf)

$46,745,000

30.000%7.528/2026 – 6/203140.0%14.7%
X-AAa1(sf) / AAAsf / AAA(sf)$1,017,447,000(7)N/AN/AN/AN/AN/A
X-BNR / A-sf / AAA(sf)$119,219,000(7)N/AN/AN/AN/AN/A
A-SAa1(sf) / AAAsf / AAA(sf)

$102,888,000

22.125%9.998/2031 – 8/203144.5%13.2%
BNR / AA-sf / AA+(sf)$58,793,00017.625%9.998/2031 – 8/203147.0%12.5%
CNR / A-sf / A(sf)$60,426,00013.000%9.998/2031 – 8/203149.7%11.8%

 

Privately Offered Certificates(8)

ClassExpected Ratings
(Moody’s / Fitch / KBRA)
Approximate Initial Certificate Balance or Notional Amount(1)Approximate Initial Credit Support(2)Expected Weighted Avg. Life (years)(3)Expected Principal Window(3)Certificate Principal to Value Ratio(4)Underwritten NOI Debt Yield(5)
A-4A1Aaa(sf) / AAAsf / AAA(sf)(6)30.000%(6)(6)40.0%14.7%
X-DNR / BBB-sf / BBB-(sf)$71,858,000(7)N/AN/AN/AN/AN/A
X-FNR / BB-sf / BB(sf)$31,030,000(7)N/AN/AN/AN/AN/A
X-GNR / B-sf / B(sf)$13,065,000(7)N/AN/AN/AN/AN/A
X-NRNR / NR / NR$53,894,433(7)N/AN/AN/AN/AN/A
DNR / BBBsf / BBB+(sf)$39,196,00010.000%9.998/2031 – 8/203151.4%11.4%
ENR / BBB-sf / BBB-(sf)$32,662,0007.500%9.998/2031 – 8/203152.8%11.1%
FNR / BB-sf / BB(sf)$31,030,0005.125%9.998/2031 – 8/203154.2%10.9%
GNR / B-sf / B(sf)$13,065,0004.125%9.998/2031 – 8/203154.7%10.7%
NRNR / NR / NR$53,894,4330.000%9.998/2031 – 8/203157.1%10.3%

 

Non-Offered Vertical Risk Retention Interest(8)

Non-Offered Vertical Risk Retention InterestExpected Ratings
(Moody’s / 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$31,413,527N/A9.089/2021 – 8/2031N/AN/A
RR Interest(10)(11)NR / NR / NR$37,350,338N/A9.089/2021 – 8/2031N/AN/A
(1)In the case of each such Class or RR Interest, subject to a permitted variance of plus or minus 5%. The VRR 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 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 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 approximate initial credit support percentages set forth for the certificates are approximate and for the Class A-1, Class A-2, Class A-3, Class A-4, Class A-4A1, Class A-5 and Class A-SB Certificates are represented in the aggregate. The VRR interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the mortgage loans which such losses are allocated between it on the one hand, and the non-VRR certificates (other than the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-NR Certificates) on the other hand, pro rata in accordance with their respective percentage allocation entitlement. See “Description of the Certificates” in the Preliminary Prospectus.

(3)Assumes 0% CPR / 0% CDR and August 19, 2021 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated July 28, 2021 (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-4A1, 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 Classes of Principal Balance Certificates. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-4A1, 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-4A1, 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) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates and the denominator of which is 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-4A1, Class A-5 and Class A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
Indicative Capital Structure

 

(6)The exact initial certificate balances of the Class A-4 and Class A-5 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances and weighted average lives of the Class A-4, Class A-4A1, 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 $515,466,000, subject to a variance of plus or minus 5%.

 

Class of CertificatesExpected Range of Initial Certificate
Balance
Expected Range of Weighted Avg. Life (years)Expected Principal Windows
A-4$50,000,000 – $170,000,0009.87 – 9.896/2031 – 7/2031
A-4A1$100,000,0009.87 – 9.896/2031 – 7/2031
A-5$345,466,000 – $465,466,0009.917/2031 – 8/2031

(7)The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G 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 or anticipated repayment 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 Citi Real Estate Funding Inc. (together with JPMorgan Chase Bank, National Association in such capacity, the “VRR Interest Owners”) 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 2021-B28
 
Summary of Transaction Terms

 

Securities Offered:$1,036,666,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Co-Lead Managers and Joint Bookrunners:J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC.
Co-Managers:Drexel Hamilton, LLC and Academy Securities, Inc.
Mortgage Loan Sellers:Citi Real Estate Funding Inc. (“CREFI”) (45.7%), German American Capital Corporation (“GACC”) (21.5%), Goldman Sachs Mortgage Company (“GSMC”) (17.6%) and JPMorgan Chase Bank, National Association (“JPMCB”) (15.3%).
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:Eightfold Real Estate Capital Fund V, 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:Moody’s Investors Service, Inc. (“Moody’s”), 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 CREFI.

 

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/UK Credit Risk Retention:The transaction is not structured to satisfy any requirements in effect in the European Union or the United Kingdom as regards risk retention, transparency/reporting and due diligence.
Pricing Date:On or about August 2, 2021.
Closing Date:On or about August 19, 2021.
Cut-off Date:With respect to each mortgage loan, the related due date in August 2021 or with respect to any mortgage loan that has its first due date after August 2021, the date that would otherwise have been the related due date in August 2021.
Distribution Date:The 4th business day after the Determination Date in each month, commencing in September 2021.
Determination Date:11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in September 2021.
Assumed Final Distribution Date:The Distribution Date in August 2031, which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date:The Distribution Date in August 2054.

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 2021-B28
 
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 A-4A1, Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class S 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 a mortgage loan with an anticipated repayment date is still an asset of the issuing entity and such right is being exercised after its respective anticipated repayment date, then such mortgage loan will be excluded from the then-aggregate stated principal balance of the pool of mortgage loans and from the initial pool balance), 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 2021-B28
 
Collateral Characteristics

 

Loan Pool 
 Initial Pool Balance (“IPB”):$1,375,277,299
 Number of Mortgage Loans:71
 Number of Mortgaged Properties:131
 Average Cut-off Date Balance per Mortgage Loan:$19,370,103
 Weighted Average Current Mortgage Rate:

3.39050%

 10 Largest Mortgage Loans as % of IPB:37.2%
 Weighted Average Remaining Term to Maturity(1):

112 months

 Weighted Average Seasoning:1 month
   
Credit Statistics 
 Weighted Average UW NCF DSCR(2)(3):2.61x
 Weighted Average UW NOI DY(2)(4):10.3%
 Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(4)(5):57.1%
 Weighted Average Maturity Date LTV(1)(2)(5):53.1%
   
Other Statistics 
 % of Mortgage Loans with Additional Debt(6):11.4%
 % of Mortgaged Properties with Single Tenants:17.2%
   
Amortization 
 Weighted Average Original Amortization Term(7):352 months
 Weighted Average Remaining Amortization Term(7):352 months
 % of Mortgage Loans with Interest-Only:

62.5%

 % of Mortgage Loans with Amortizing Balloon:

17.1%

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

14.4%

 % of Mortgage Loans with Interest Only-ARD:

3.3%

 % of Mortgage Loans with Amortizing-ARD:2.7%
Lockbox / Cash Management(8) 
 % of Mortgage Loans with In-Place, Hard Lockboxes:57.2%
 % of Mortgage Loans with Springing Lockboxes:29.3%
 % of Mortgage Loans with In-Place, Soft Lockboxes:10.2%
 % of Mortgage Loans with No Lockbox:3.3%
 % of Mortgage Loans with Springing Cash Management:92.9%
 % of Mortgage Loans with In-Place Cash Management:7.1%
   
Reserves 
 % of Mortgage Loans Requiring Monthly Tax Reserves:73.0%
 % of Mortgage Loans Requiring Monthly Insurance Reserves:41.2%
 % of Mortgage Loans Requiring Monthly CapEx Reserves(9):68.1%
 % of Mortgage Loans Requiring Monthly TI/LC Reserves(10):57.1%
   
(1)In the case of Loan Nos. 4 and 7, each 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, 5, 10, 12, 15, 16, 20, 22, 25, and 27, 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 and 25, 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 15, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 monthly payments following the Cut-off Date based on the assumed principal payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(4)In the case of Loan No. 23, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the 125 West 16th Street Mortgage Loan, and may, upon an event of default, be applied to the debt in lender’s discretion. The reserve is not eligible for disbursement until, among other conditions, the borrower delivers a Temporary Certificate of Occupancy (“TCO”) for the mortgaged property. Subject to the TCO, from and after the origination date through and including July 1, 2024, the lender may disburse the holdback upon the debt yield equaling or exceeding 8.25%. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the Ohio Storage Portfolio Mortgage Loan. The reserve is not eligible for disbursement until, among other conditions, the mortgaged property achieves a debt yield equal to or greater than 8.5%. If the reserve condition is not satisfied within 36 months of origination of the Ohio Storage Portfolio Mortgage Loan, the lender may, in its discretion, hold the reserve as additional collateral for the Ohio Storage Portfolio Mortgage Loan, and the borrower will not be entitled to any further release thereof.

(5)In the case of Loan Nos. 10, 11, 32, 35, 39, 45 and 53, 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.

(6)Excludes Loan No. 2 with respect to preferred equity contributions in connection with, and to partially fund, the acquisition of the related Mortgaged Property. For a more detailed description, refer to “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Additional Indebtedness” in the Preliminary Prospectus.

(7)Excludes 38 mortgage loans that are interest-only for the entire term and the Woodbridge Corporate Plaza Leased Fee mortgage loan, which is subject to an assumed principal and interest payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(8)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.

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

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

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Mortgage Loan Seller

Number of

Mortgage Loans

Number of
Mortgaged
Properties

Aggregate
Cut-off Date
Balance

% of

IPB

CREFI3672 $613,270,56044.6%
GACC(1)(2)1736 249,198,96318.1
JPMCB99 210,332,01515.3
GSMC(1)(3)77137,475,76210.0
GSMC/GACC(4)11  135,000,0009.8
CREFI/GACC(5)16   30,000,0002.2
Total71131$1,375,277,299 100.0%
(1)In the case of Loan No. 1, the whole loan was co-originated by GSBI, DBRI and Bank of Montreal. In the case of Loan No. 12, the whole loan was co-originated by CREFI and DBRI. In the case of Loan No. 15, the whole loan was co-originated by GSBI and Argentic Real Estate Finance LLC. In the case of Loan No. 27, the whole loan was co-originated by GSBI and Bank of America, N.A.

(2)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.

(3)Each mortgage loan being sold by Goldman Sachs Mortgage Company (“GSMC”) was originated or co-originated by an affiliate of GSMC, Goldman Sachs Bank USA (“GSBI”), and will be transferred to GSMC on or prior to the Closing Date.

(4)In the case of Loan No. 1, the whole loan was co-originated by GSBI, DBRI and Bank of Montreal. Loan No. 1 is evidenced by four promissory notes: (i) Note A-1-C-1 and A-1-C-3, with an aggregate principal balance of $103,950,000 as of the Cut-off Date, as to which GSMC is acting as mortgage loan seller, and (ii) Note A-2-C-1 and A-2-C-5, with a principal balance of $31,050,000 as of the Cut-off Date, as to which GACC is acting as mortgage loan seller.

(5)In the case of Loan No. 12, the whole loan was co-originated by CREFI and DBRI. Loan No. 12 is evidenced by two promissory notes: (i) Note A-1-2, with a principal balance of $15,000,000 as of the Cut-off Date, as to which CREFI is acting as mortgage loan seller, and (ii) Note A-2-1, with a principal balance of $15,000,000 as of the Cut-off Date, as to which GACC is acting as mortgage loan seller.

 


Ten Largest Mortgage Loans
 
No.Loan NameMortgage Loan SellerNo.
of Prop.
Cut-off Date Balance% of IPBSF / UnitsProperty TypeUW
NCF DSCR(1)
UW NOI DY(1)Cut-off Date LTV(1)(2)Maturity Date LTV(1)(2)
1One SoHo SquareGSMC, GACC1$135,000,0009.8%786,891Office4.88x13.6%34.8%34.8%
2The ZigguratCREFI1$59,065,0004.3%373,725Office3.66x13.1%63.6%63.6%
3Doral ConcourseCREFI1$56,000,0004.1%240,669Office2.95x10.5%58.2%58.2%
4909 Third Avenue FeeJPMCB1$45,000,0003.3%82,341Other1.10x3.6%23.4%23.4%
5College PointGSMC1$40,000,0002.9%331,130Retail1.81x7.0%59.8%59.8%
6Swingline BuildingCREFI1$40,000,0002.9%369,759Industrial2.81x10.7%38.1%38.1%
7U-Haul Sac 22GACC9$37,633,1932.7%282,197Self Storage1.92x10.8%55.3%37.6%
8Red Rose CommonsCREFI1$33,947,5012.5%263,453Retail1.76x10.6%64.1%49.6%
9Glenmuir of NapervilleCREFI1$33,040,0002.4%321Multifamily5.79x14.5%31.9%31.9%
10Watermark TempeGACC1$32,500,0002.4%309,176Mixed Use3.28x9.7%65.0%65.0%
            
 Top 3 Total/Weighted Average3$250,065,00018.2%  4.16x12.8%46.8%46.8%
 Top 5 Total/Weighted Average5$335,065,00024.4%  3.47x10.9%45.2%45.2%
 Top 10 Total/Weighted Average18$512,185,69437.2%  3.33x11.0%47.1%44.8%
(1)In the case of Loan Nos. 1, 5 and 10, 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 No. 1, 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.

(2)In the case of Loan No. 10, 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 2021-B28
 
Collateral Characteristics

 

Companion Loan Summary
Loan No.Mortgage LoanNote(s)Original Balance ($)Cut-off Date Balance ($)Holder of NoteLead Servicer for Whole Loan (Y/N)Master Servicer Under Lead SecuritizationSpecial Servicer Under Lead Securitization
1One SoHo SquareA-1-S, A-2-S, A-3-$316,000,000$316,000,000SOHO 2021-SOHOYesKeyBankMidland
  S, B-1(1), B-2(1), B-3(1)      
  A-1-C-1, A-1-C-$135,000,000$135,000,000Benchmark 2021-B28No  
  3, A-2-C-1, A-2-      
  C-5      
  A-1-C-2$75,000,000$75,000,000GSBINo  
  A-1-C-4$50,000,000$50,000,000GSBINo  
  A-1-C-5$50,000,000$50,000,000GSBINo  
  A-1-C-6$20,000,000$20,000,000GSBINo  
  A-1-C-7$20,000,000$20,000,000GSBINo  
  A-1-C-8$2,353,868$2,353,868GSBINo  
  A-2-C-2$20,000,000$20,000,000DBRINo  
  A-2-C-3$20,000,000$20,000,000DBRINo  
  A-2-C-4$16,000,000$16,000,000DBRINo  
  A-2-C-6$8,822,928$8,822,928DBRINo  
  A-3-C-1$24,000,000$24,000,000BMONo  
  A-3-C-2$16,000,000$16,000,000BMONo  
  A-3-C-3$11,823,204$11,823,204BMONo  
  Total$785,000,000$785,000,000    
5College PointA-1$40,000,000$40,000,000Benchmark 2021-B28YesMidlandMidland
  A-2$30,000,000$30,000,000GSBINo  
  Total$70,000,000$70,000,000    
10Watermark TempeA-2$32,500,000$32,500,000Benchmark 2021-B28No(2)  
  A-1$32,500,000$32,500,000DBRIYes(2)(2)
  A-3$20,000,000$20,000,000DBRINo  
  A-4$15,000,000$15,000,000DBRINo  
  A-5$11,000,000$11,000,000DBRINo  
  A-6$10,000,000$10,000,000DBRINo  
  Total$121,000,000$121,000,000DBRI   
12Huntsville Office PortfolioA-1-2, A-2-1$30,000,000$30,000,000Benchmark 2021-B28No(2)(2)(2)
 A-1-1$15,000,000$15,000,000CREFIYes  
  A-1-3$10,000,000$10,000,000CREFINo  
  A-2-2$15,000,000$15,000,000DBRINo  
  A-2-3$10,000,000$10,000,000DBRINo  
  Total$80,000,000$80,000,000    
15

Woodbridge Corporate Plaza Leased Fee

 

A-1$27,500,000$27,481,667Benchmark 2021-B28YesMidlandMidland
 A-2$22,500,000$22,485,000MSC 2021-L6No  
 Total$50,000,000$49,966,667    
16ExchangeRight Net Leased Portfolio #48A-1$27,000,000$27,000,000Benchmark 2021-B28YesMidlandMidland
 A-2$20,035,000$20,035,000CREFINo  
  Total$47,035,000$47,035,000    
202 WashingtonA-3$25,000,000$25,000,000Benchmark 2021-B28No  
  A-1$50,000,000$50,000,000DBRIYes(2)(2)
  A-2$30,000,000$30,000,000DBRINo  
  A-4$16,500,000$16,500,000DBRINo  
  A-5$10,000,000$10,000,000DBRINo  
  Total$131,500,000$131,500,000    
22

Colonnade Corporate

Center

A-1$60,000,000$60,000,000Benchmark 2021-B27YesMidlandGreystone
 A-2$23,000,000$23,000,000Benchmark 2021-B28No  
  Total$83,000,000$83,000,000    
254500 Academy RoadA-1$50,000,000$50,000,000Benchmark 2021-B27YesMidlandMidland
 Distribution CenterA-2$22,000,000$22,000,000Benchmark 2021-B28No  
  Total$72,000,000$72,000,000    
27The DomainA-1, A-2-2$76,000,000$68,000,000BANK 2021-BNK35YesWells FargoKeyBank
  A-2-1$50,000,000$50,000,000MSC 2021-L6No  
  A-3-1$50,000,000$50,000,000GSBINo  
  A-3-2$20,000,000$20,000,000Benchmark 2021-B28No  
  A-3-3$14,000,000$14,000,000GSBINo  
  Total$210,000,000$210,000,000    
(1)Each note represents a subordinate companion loan.

(2)In the case of Loan Nos. 10, 12 and 20, the related whole loan is expected to be serviced under the Benchmark 2021-B28 pooling and servicing agreement until such time as the related controlling note has been securitized, at which point the related whole loan will be serviced under the pooling and servicing agreement related to such securitization.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
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)

Total Debt UW NCF DSCR

Mortgage Loan
Cut-off Date LTV(2)

Total Debt Cut-off Date LTV

Mortgage Loan UW NOI DY(2)

Total Debt UW NOI DY

1One SoHo Square$135,000,000$435,000,000$905,000,0004.88x2.28x34.8%67.0%13.6%7.1%
254500 Academy Road Distribution Center$22,000,000$12,000,000$84,000,0002.63x1.83x59.0%68.9%10.0%8.6%
(1)In the case of Loan No. 1, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loan(s) and/or related mezzanine loan(s). In the case of Loan No. 25, Subordinate Debt Cut-off Date Balance represents one or more mezzanine loans.

(2)In the case of Loan No. 1, 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) and/or related mezzanine loan(s). In the case of Loan No. 25, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations exclude the related mezzanine 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 2021-B28
 
Collateral Characteristics

 

Mortgaged Properties by Type(1)

 

     Weighted Average
Property Type Property SubtypeNumber of PropertiesCut-off Date Principal Balance% of IPBOccupancyUW
NCF DSCR(2)(3)
UW
NOI DY(2)(4)
Cut-off Date LTV(2)(4)(5)Maturity Date LTV (2)(5)(6)
OfficeCBD10$273,565,00019.9%93.8%3.78x12.7%50.9%47.8%
 Suburban16160,577,54411.7   93.4%2.48x10.3%63.1%59.4%
 Medical520,655,7791.5   100.0%1.99x9.0%60.7%57.5%
 Subtotal:31$454,798,32333.1%93.9%3.24x11.7%55.7%52.4%
          
RetailAnchored15$271,448,61019.7%96.3%2.11x10.3%61.6%54.6%
 Single Tenant22$42,974,2213.1   100.0%2.37x8.6%62.6%60.1%
 Unanchored2$19,999,1121.5   100.0%2.52x9.4%58.0%56.8%
 Subtotal:39$334,421,94424.3%97.0%2.17x10.1%61.5%55.5%
          
MultifamilyGarden893,586,4516.8   96.4%3.36x10.6%54.2%51.0%
 High Rise247,500,0003.5   99.5%2.61x9.1%54.7%55.0%
 Low Rise832,750,0002.4   97.6%2.09x7.7%66.2%66.2%
 Subtotal:18$173,836,45112.6%97.5%2.92x9.6%56.6%54.9%
          
IndustrialFlex474,868,3435.4%96.3%2.29x10.3%51.4%47.0%
 Warehouse/Distribution553,060,0003.9   100.0%2.40x9.4%56.5%56.1%
 Manufacturing110,500,0000.8   100.0%2.29x12.8%55.6%43.0%
 Warehouse110,000,0000.7   100.0%2.03x8.8%52.6%52.6%
 Subtotal:11$148,428,34310.8%98.1%2.31x10.1%53.6%50.4%
          
Self StorageSelf Storage22$89,098,8866.5%94.4%1.93x9.8%61.5%50.0%
 Subtotal:22$89,098,8866.5%94.4%1.93x9.8%61.5%50.0%
          
Mixed UseOffice/Retail359,250,0004.3%96.1%2.75x9.0%64.4%64.4%
 Self Storage/Industrial/Office19,522,0000.7   93.3%3.10x11.3%59.9%59.9%
 Multifamily/Retail/Office19,000,0000.7   100.0%1.79x7.3%64.3%64.3%
 Subtotal:5$77,772,0005.7%96.2%2.68x9.1%63.9%63.9%
          
OtherLeased Fee2$72,481,6675.3%NAP1.44x5.6%41.8%41.2%
 Subtotal:2$72,481,6675.3%NAP1.44x5.6%41.8%41.2%
          
HospitalityExtended Stay2$15,489,6851.1%74.1%2.34x14.9%53.1%43.2%
 Select Service1$8,950,0000.7   78.9%1.91x13.2%65.8%60.4%
 Subtotal:3$24,439,6851.8%75.9%2.18x14.3%57.8%49.5%
 Total / Weighted Average:1311,375,277,299100.0%95.5%(7)2.61x10.3%57.1%53.1%
(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, 5, 10, 12, 15, 16, 20, 22, 25 and 27, 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 and 25, 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 15, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 monthly payments following the Cut-off Date which will amortize based on the assumed principal and interest payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(4)In the case of Loan No. 23, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the 125 West 16th Street Mortgage Loan, and may, upon an event of default, be applied to the debt in lender’s discretion. The reserve is not eligible for disbursement until, among other conditions, the borrower delivers a TCO for the mortgaged property. Subject to the TCO, from and after the origination date through and including July 1, 2024, the lender may disburse the holdback upon the debt yield equaling or exceeding 8.25%. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the Ohio Storage Portfolio Mortgage Loan. The reserve is not eligible for disbursement until, among other conditions, the mortgaged property achieves a debt yield equal to or greater than 8.5%. If the reserve condition is not satisfied within 36 months of origination of the Ohio Storage Portfolio Mortgage Loan, the lender may, in its discretion, hold the reserve as additional collateral for the Ohio Storage Portfolio Mortgage Loan, and the borrower will not be entitled to any further release thereof.

(5)In the case of Loan Nos. 10, 11, 32, 35, 39, 45 and 53, 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 PoolAssessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(6)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

(7)Excludes occupancy for Loan No. 4 and 15 as the collateral for each mortgage loan is a parcel of land with no attributable occupancy.


 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
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)(4)
Cut-off Date LTV(2)(4)(5)Maturity Date LTV (2)(5)(6)
New York24$432,900,00031.5   86.4%2.97x9.7%46.8%46.4%
Florida6129,629,6109.4   94.6%2.84x10.4%59.6%58.7%
California6107,450,0007.8   98.4%2.99x11.4%60.6%60.2%
New Jersey674,879,2945.4   61.0%1.94x9.5%65.6%61.1%
Illinois1169,089,6445.0   96.8%3.80x11.8%46.5%44.3%
Arizona568,145,7775.0   93.4%2.39x9.5%66.3%58.9%
Pennsylvania265,447,5014.8   92.7%1.82x10.9%67.8%54.3%
Alabama862,087,6394.5   93.6%1.60x9.9%70.7%57.2%
Texas1561,796,4744.5   94.3%2.67x12.2%57.7%50.7%
Tennessee440,406,8842.9   94.3%2.30x10.8%61.1%55.9%
North Carolina339,600,0002.9   97.4%1.96x11.6%61.8%53.4%
Missouri236,987,7692.7   97.4%2.18x8.1%68.3%64.5%
New Mexico125,500,0001.9   85.4%1.86x12.0%62.3%53.8%
Louisiana722,848,9761.7   96.0%1.78x9.2%67.5%56.7%
Nevada222,275,0001.6   97.5%3.22x10.4%66.0%66.0%
Ohio716,320,2931.2   92.8%2.38x8.7%63.2%64.3%
Michigan213,013,0030.9   97.7%1.95x10.9%63.2%54.9%
Indiana210,032,0200.7   93.4%1.58x9.1%62.0%49.6%
Colorado19,522,0000.7   93.3%3.10x11.3%59.9%59.9%
Utah19,500,0000.7   100.0%1.61x10.4%60.1%48.0%
Wisconsin29,281,1520.7   100.0%1.69x11.0%62.5%55.5%
Kentucky28,173,8440.6   100.0%2.37x8.4%62.0%62.0%
Minnesota17,427,0940.5   94.6%1.92x10.8%55.3%37.6%
South Carolina16,989,6850.5   74.2%2.66x15.9%47.9%37.4%
Virginia16,155,1420.4   93.9%1.92x10.8%55.3%37.6%
Maine15,900,7520.4   97.7%1.92x10.8%55.3%37.6%
Arkansas13,360,0000.2   97.4%1.75x10.3%67.9%56.6%
Kansas13,190,9410.2   88.5%1.92x10.8%55.3%37.6%
Oklahoma22,897,8980.2   100.0%2.22x10.1%66.0%58.4%
Georgia22,494,2060.2   100.0%2.66x8.7%61.5%61.5%
Maryland11,285,8510.1   100.0%2.66x8.7%61.5%61.5%
Iowa1688,8490.1   100.0%2.66x8.7%61.5%61.5%
Total / Weighted Average:131$1,375,277,299100.0%95.5%(7)  2.61x10.3%57.1%53.1%

(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, 5, 10, 12, 15, 16, 20, 22, 25, and 27, 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 and 25, 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 15, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 monthly payments following the Cut-off Date which will amortize based on the assumed principal and interest payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(4)In the case of Loan No. 23, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the 125 West 16th Street Mortgage Loan, and may, upon an event of default, be applied to the debt in lender’s discretion. The reserve is not eligible for disbursement until, among other conditions, the borrower delivers a TCO for the mortgaged property. Subject to the TCO, from and after the origination date through and including July 1, 2024, the lender may disburse the holdback upon the debt yield equaling or exceeding 8.25%. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the Ohio Storage Portfolio Mortgage Loan. The reserve is not eligible for disbursement until, among other conditions, the mortgaged property achieves a debt yield equal to or greater than 8.5%. If the reserve condition is not satisfied within 36 months of origination of the Ohio Storage Portfolio Mortgage Loan, the lender may, in its discretion, hold the reserve as additional collateral for the Ohio Storage Portfolio Mortgage Loan, and the borrower will not be entitled to any further release thereof.

(5)In the case of Loan Nos. 10, 11, 32, 35, 39, 45 and 53, 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.

(6)In the case of Loan Nos. 4 and 7, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

(7)Excludes occupancy for Loan No. 4 and 15 as the collateral for each mortgage loan is a parcel of land with no attributable occupancy.

  

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES 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 141

 

  

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

    

Weighted Average

Range of Cut-off Date Principal BalancesNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
$3,179,610 -$9,999,99926$184,510,97913.4%3.78462%1091.97x9.7%61.8%55.1%
$10,000,000 -$19,999,99918251,383,19318.3   3.54707%1172.17x9.7%62.9%58.4%
$20,000,000 -$29,999,99915365,697,43426.6   3.60511%1132.35x9.9%62.6%59.4%
$30,000,000 -$49,999,9999323,620,69423.5   3.14086%1192.41x9.7%51.6%45.4%
$50,000,000 -$135,000,0003250,065,00018.2   2.95149%1014.16x12.8%46.8%46.8%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
             
Mortgage Interest Rates

 

    

Weighted Average

Range of
Mortgage Interest Rates
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
2.42000% -3.00000%5$250,198,19318.2%2.68951%1004.30x12.7%42.9%40.2%
3.00001% -3.50000%32680,714,38249.5   3.31194%1172.50x10.1%57.8%54.3%
3.50001% -4.00000%25319,375,18723.2   3.76467%1141.92x8.9%62.6%59.0%
4.00001% -4.65000%9124,989,5369.1   4.26540%1041.57x10.1%67.8%57.0%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Original Term to Maturity in Months

 

    

Weighted Average

Original Term to
Maturity in Months
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
606$61,589,6104.5%3.98665%601.99x10.4%61.2%57.5%
843170,950,00012.4   2.85341%844.49x13.1%41.0%41.0%
120621,142,737,68983.1   3.43871%1192.36x9.9%59.3%54.6%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
          
Remaining Term to Maturity in Months(1)

 

    Weighted Average
Range of Remaining Term to Maturity in MonthsNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
59 -606$61,589,6104.5%3.98665%601.99x10.4%61.2%57.5%
61 -843170,950,00012.4   2.85341%844.49x13.1%41.0%41.0%
85 -11937670,411,51148.7   3.45793%1192.26x9.5%58.2%53.2%
120 -12025472,326,17834.3   3.41143%1202.50x10.4%60.8%56.8%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
            

(1)In the case of Loan Nos. 4 and 7, each 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, 5, 10, 12, 15, 16, 20, 22, 25, and 27, 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 and 25, 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 15, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 monthly payments following the Cut-off Date which will amortize based on the assumed principal and interest payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(4)In the case of Loan No. 23, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the 125 West 16th Street Mortgage Loan, and may, upon an event of default, be applied to the debt in lender’s discretion. The reserve is not eligible for disbursement until, among other conditions, the borrower delivers a TCO for the mortgaged property. Subject to the TCO, from and after the origination date through and including July 1, 2024, the lender may disburse the holdback upon the debt yield equaling or exceeding 8.25%. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the Ohio Storage Portfolio Mortgage Loan. The reserve is not eligible for disbursement until, among other conditions, the mortgaged property achieves a debt yield equal to or greater than 8.5%. If the reserve condition is not satisfied within 36 months of origination of the Ohio Storage Portfolio Mortgage Loan, the lender may, in its discretion, hold the reserve as additional collateral for the Ohio Storage Portfolio Mortgage Loan, and the borrower will not be entitled to any further release thereof.

(5)In the case of Loan Nos. Nos. 10, 11, 32, 35, 39, 45 and 53, 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.

 13 of 141

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Original Amortization Term in Months

 

    Weighted Average
Original Amortization Term in MonthsNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)

Interest Only

39$904,720,27765.8%3.25969%1113.05x10.2%53.4%53.3%
300-300261,033,1934.4   3.19193%961.79x11.0%58.1%44.2%
360 -36030409,523,82929.8   3.70905%1181.76x10.5%65.3%53.8%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
            
Remaining Amortization Term in Months

 

    Weighted Average
Range of Remaining Amortization Term in MonthsNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)

Interest Only

39$904,720,27765.8%3.25969%1113.05x10.2%53.4%53.3%
299 -3002$61,033,1934.4   3.19193%961.79x11.0%58.1%44.2%
358 -36030409,523,82929.8   3.70905%1181.76x10.5%65.3%53.8%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%
            
Amortization Types

 

    

Weighted Average

Amortization TypesNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
Interest Only38$859,720,27762.5%3.26345%1103.15x10.5%54.9%54.9%
Amortizing Balloon17235,297,74617.1   3.71893%1111.76x10.7%65.4%52.2%
Interest Only, Amortizing Balloon14197,626,08314.4   3.75069%1191.74x10.4%64.9%55.9%
Interest Only - ARD145,000,0003.3   3.18800%1191.10x3.6%23.4%23.4%
Amortizing Balloon - ARD137,633,1932.7   2.59000%1191.92x10.8%55.3%37.6%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Underwritten Net Cash Flow Debt Service Coverage Ratios(2)

 

    Weighted Average
Range of Underwritten Net Cash Flow Debt Service Coverage RatiosNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
1.10x -1.79x19$289,921,44021.1%3.73317%1141.49x8.5%59.7%50.3%
1.80x -2.09x20330,738,56424.0   3.60145%1171.92x10.1%63.3%55.6%
2.10x -2.29x881,225,6105.9   3.53753%1062.19x9.9%62.5%59.3%
2.30x -2.59x7118,650,0008.6   3.34072%1192.43x8.5%60.4%60.7%
2.60x 2.99x9225,639,68516.4   3.37783%1172.79x10.2%55.0%54.7%
3.00x -5.79x8329,102,00023.9   2.86694%1024.32x13.0%47.6%47.6%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

(1)In the case of Loan Nos. 4 and 7, each 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, 5, 10, 12, 15, 16, 20, 22, 25, and 27, 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 and 25, 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 15, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 monthly payments following the Cut-off Date which will amortize based on the assumed principal and interest payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(4)In the case of Loan No. 23, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the 125 West 16th Street Mortgage Loan, and may, upon an event of default, be applied to the debt in lender’s discretion. The reserve is not eligible for disbursement until, among other conditions, the borrower delivers a TCO for the mortgaged property. Subject to the TCO, from and after the origination date through and including July 1, 2024, the lender may disburse the holdback upon the debt yield equaling or exceeding 8.25%. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the Ohio Storage Portfolio Mortgage Loan. The reserve is not eligible for disbursement until, among other conditions, the mortgaged property achieves a debt yield equal to or greater than 8.5%. If the reserve condition is not satisfied within 36 months of origination of the Ohio Storage Portfolio Mortgage Loan, the lender may, in its discretion, hold the reserve as additional collateral for the Ohio Storage Portfolio Mortgage Loan, and the borrower will not be entitled to any further release thereof.

(5)In the case of Loan Nos. Nos. 10, 11, 32, 35, 39, 45 and 53, 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 141

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

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

 

    Weighted Average
Range of
Cut-off Date LTVs
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
23.4% -39.9%5$258,040,00018.8%2.90516%1013.95x11.4%33.0%32.9%
40.0% -49.9%458,489,6854.3   3.24927%1103.09x11.2%47.6%46.6%
50.0% -59.9%15282,167,20820.5   3.40610%1192.32x9.9%57.5%53.2%
60.0% -69.9%39624,936,38645.4   3.48408%1122.37x10.2%64.2%60.0%
70.0% -74.1%8151,644,02011.0   3.85613%1191.64x9.2%72.1%61.3%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

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

 

    

Weighted Average

Range of
Maturity Date LTVs
Number of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
23.4% -39.9%7$302,662,87822.0%2.87994%1043.67x11.5%36.1%33.6%
40.0% -44.9%327,512,0152.0   3.41382%1202.12x12.3%53.7%42.4%
45.0% -49.9%8121,934,1828.9   3.45476%1152.36x10.7%55.9%48.4%
50.0% -54.9%8129,390,6899.4   3.76453%1091.76x10.8%63.2%53.4%
55.0% -70.4%45793,777,53557.7   3.51352%1162.40x9.7%64.4%61.6%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Prepayment Protection

 

    

Weighted Average

Prepayment ProtectionNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
Defeasance63$1,085,173,28478.9%3.46369%1152.43x10.2%60.6%55.9%
Yield Maintenance6137,104,01510.0   3.46949%1191.79x7.9%51.0%47.3%
Yield Maintenance or Defeasance2153,000,00011.1   2.80059%884.58x13.0%38.3%38.3%

Total / Wtd. Avg:

71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

 

Loan Purpose

 

    

Weighted Average

Loan PurposeNumber of LoansCut-off Date Principal Balance% of IPBMortgage RateRemaining Loan Term(1)UW
NCF DSCR(2)(3)
UW
NOI
DY(2)(4)
Cut-off
Date LTV(2)(4)(5)
Maturity Date LTV(2)(5)
Refinance52$933,582,93967.9%3.41828%1112.57x10.6%57.5%52.1%
Acquisition17374,694,36027.2 3.31877%1152.79x10.1%55.5%54.3%
Recapitalization267,000,0004.9 3.40440%1192.15x7.7%60.5%60.5%
Total / Wtd. Avg:71$1,375,277,299100.0%3.39050%1122.61x10.3%57.1%53.1%

(1)In the case of Loan Nos. 4 and 7, each 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, 5, 10, 12, 15, 16, 20, 22, 25, and 27, 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 and 25, 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 15, the UW NCF DSCR is calculated using the sum of principal and interest payments over the first 12 monthly payments following the Cut-off Date which will amortize based on the assumed principal and interest payment schedule for the whole loan, the in-trust portion which is set forth in Annex I to the Preliminary Prospectus.

(4)In the case of Loan No. 23, UW NOI DY and Cut-off Date LTV is calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the 125 West 16th Street Mortgage Loan, and may, upon an event of default, be applied to the debt in lender’s discretion. The reserve is not eligible for disbursement until, among other conditions, the borrower delivers a TCO for the mortgaged property. Subject to the TCO, from and after the origination date through and including July 1, 2024, the lender may disburse the holdback upon the debt yield equaling or exceeding 8.25%. In the case of Loan No. 34, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $300,000. Such holdback reserve is held as collateral for the Ohio Storage Portfolio Mortgage Loan. The reserve is not eligible for disbursement until, among other conditions, the mortgaged property achieves a debt yield equal to or greater than 8.5%. If the reserve condition is not satisfied within 36 months of origination of the Ohio Storage Portfolio Mortgage Loan, the lender may, in its discretion, hold the reserve as additional collateral for the Ohio Storage Portfolio Mortgage Loan, and the borrower will not be entitled to any further release thereof.

(5)In the case of Loan Nos. Nos. 10, 11, 32, 35, 39, 45 and 53, 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 141

 

 

Structural and Collateral Term Sheet Benchmark 2021-B28
 
Collateral Characteristics

 

Previous Securitization History(1)

 

No.Mortgaged Property

Cut-off Date

Principal

Balance(2)

% of
IPB 

LocationProperty TypePrevious Securitization
1One SoHo Square$135,000,0009.8%New York, NYOfficeGSMS 2019-SOHO
4909 Third Avenue Fee$45,000,0003.3%New York, NYOther

LCCM 2014-909

7U-Haul Sac 22$37,633,1932.7%VariousSelf StorageCOMM 2012-CCRE1
8Red Rose Commons

$33,947,501

2.5%Lancaster, PARetailGSMS 2012-GC6
9Glenmuir of Naperville$33,040,0002.4%Naperville, ILMultifamilyFHMS K041
13Jacksonville Concourse$27,950,0002.0%Jacksonville, FLOfficeJPMCC 2013-C10
16.05ExchangeRight Net Leased Portfolio #48 - First Midwest Bank - DeKalb$1,590,0920.1%DeKalb, ILRetailBMARK 2020-IG3
16.06ExchangeRight Net Leased Portfolio #48 - First Midwest Bank - Schaumburg$1,521,2080.1%Schaumburg, ILRetailBMARK 2020-IG3
16.11

ExchangeRight Net Leased Portfolio #48 - First Midwest Bank - Joliet 

$1,262,8890.1%Joliet, ILRetailBMARK 2020-IG3
24.03Brooklyn Multi Portfolio - 30 Claver Place$3,210,0000.2%Brooklyn, NYMultifamilyFNA 2018-M5
26Dreamland Shopping Center$20,100,0001.5%Asheville, NCRetailWFRBS 2011-C4
27The Domain$20,000,0001.5%Austin, TXRetailWFRBS 2011-C5
31.01Cityline Louisiana Storage Portfolio -Extra Space Lodi$7,982,2560.6%Alexandria, LASelf StorageGSMS 2013-GC13
31.02Cityline Louisiana Storage Portfolio -Extra Space Leesville$6,484,2650.5%Leesville, LASelf StorageGSMS 2013-GC13
31.03Cityline Louisiana Storage Portfolio -Extra Space Windmere$3,354,6570.2%Alexandria, LASelf StorageGSMS 2013-GC13
36Southland Office Center$13,650,0001.0%Hayward, CAOfficeCGCMT 2016-C3
48Hillside Apartments$9,487,7690.7%Independence, MOMultifamilyWFCM 2015-NXS2
49La Perla Apartments$9,486,6810.7%Speedway, INMultifamilyFNA 2016-M4
62Shoppes at Stonebrook$6,140,6890.4%Ooltewah, TNRetailGSMS 2011-GC5

(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 2021-B28
 
Class A-2(1)

 

No. 

Loan Name 

Location 

Cut-off Date Balance 

% of IPB 

Maturity Date Balance 

% of Certificate Class(2) 

Original Loan Term 

Remaining Loan Term 

UW NCF DSCR 

UW NOI Debt Yield 

Cut-off Date LTV 

Maturity Date LTV 

21CPC PortfolioVarious$23,400,0001.7%$20,513,381 36.8%60601.59x11.2%62.6%54.9%
414201 Tonnelle AveNorth Bergen, NJ$11,310,0000.8%$11,310,000  20.3%60602.12x8.7%65.0%65.0%
51Amazon Prime WynwoodMiami, FL$9,000,0000.7%$9,000,00016.1%60602.82x9.4%48.4%48.4%
54Courtyard LubbockLubbock, TX$8,950,0000.7%$8,208,26014.7%60601.91x13.2%65.8%60.4%
644001 Dell AveNorth Bergen, NJ$5,750,0000.4%$5,750,00010.3%60602.09x8.7%60.5%60.5%
71Cityline Port CharlottePort Charlotte, FL$3,179,6100.2%$3,179,610   5.7%60592.21x8.7%62.3%62.3%
Total / Weighted Average: 

$61,589,610 

4.5%

$57,961,251  

103.9%60601.99x10.4%61.2%57.6%
(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 or forbearances of maturity dates or anticipated repayment 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 or anticipated repayment date, as applicable. Each Class of Certificates, including the Class A-2 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.
(2)Reflects the percentage equal to the Maturity Date Balance divided by the initial Class A-2 Certificate Balance.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
Class A-3(1)

  

 

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) 

1One SoHo SquareNew York, NY$135,000,0009.8%$135,000,00083.1%84844.88x13.6%34.8%34.8%
13Jacksonville ConcourseJacksonville, FL$27,950,0002.0%$27,950,00017.2%84833.25x12.1%63.5%63.5%
5745 Crossways Park DriveWoodbury, NY$8,000,0000.6%$8,000,0004.9%84832.16x8.4%67.8%67.8%
Total / Weighted Average: 

$170,950,000 

12.4%

$170,950,000 

105.3% 

84844.49x13.1%41.0%41.0%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-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 or forbearances of maturity dates or anticipated repayment 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 or anticipated repayment date, as applicable. 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.

(3)In the case of Loan No. 1, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
   
Structural Overview

  

   Accrual: Each Class of Certificates (other than the Class S and Class R Certificates) will accrue interest on a 30/360 basis. The Class S and 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 and the VRR Interest Owners 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 (other than any excess interest accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date), 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 VRR Interest Owners, on the one hand, and amounts available for distribution to the holders of the remaining Certificates ((other than the Class RR, Class S and 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 at all times be the product of such aggregate available funds multiplied by a fraction, expressed as a percentage, the numerator of which is the initial VRR 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”). Any excess interest accrued after the related anticipated repayment date on any mortgage loan with an anticipated repayment date will, to the extent collected, be allocated between the VRR interest, on the one hand, and the Class S certificates, on the other hand, in accordance with their respective percentage allocation entitlement on the related Distribution Date. 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-4A1, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G 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 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-4A1, Class A-5, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G 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) a variable rate equal to 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-4A1, Class A-5, Class A-SB and Class A-S Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date.

 

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

 

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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
   
Structural Overview

 

  

rates on the Class D and Class E Certificates for the related Distribution Date weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date.

 

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 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-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 and Class A-4A1 Certificates, pro rata based on their respective Certificate Balances, until their Certificate Balances have been reduced to zero, sixth, to the Class A-5 Certificates until the Certificate Balance of such Class is reduced to zero, 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 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-4A1, 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 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 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-4A1, 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, and the notional amount of the Class X-NR Certificates will be reduced by 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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Structural and Collateral Term Sheet Benchmark 2021-B28
   
Structural Overview

 

  

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-4A1, 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 ChargeXPrincipal 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-NR, Class F, Class G, 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 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-4A1, 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 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 and Class X-NR Certificates, respectively.

 

Losses on each Whole Loan will be allocated first, to any related subordinate companion loan(s) (if any) 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 be obligated to obtain an appraisal of the related mortgaged property and the Special Servicer (prior to the occurrence of a Consultation Termination Event and only with respect to any Mortgage Loan other than an Excluded Loan, in consultation with the Directing Certificateholder) will calculate the Appraisal Reduction Amount. The “Appraisal Reduction Amount” is generally

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
   
Structural Overview

 

 

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 as of the date of calculation and (c) all insurance and casualty proceeds and condemnation awards that are collateral for the related mortgage loan or serviced whole 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-4A1, Class A-5 and Class A-SB Certificates) beginning with the Class NR Certificates for certain purposes, including certain voting rights and the determination of the controlling class. As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated to the related mortgage loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate class of certificates then-outstanding (i.e., first, to Class NR Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates; eighth, to the Class A-S Certificates; and finally, pro rata based on their respective interest entitlements, to the Senior Certificates).

 

With respect to each Serviced Whole Loan, the Appraisal Reduction Amount is notionally allocated, first, to any related serviced subordinate companion loan(s), (if any), 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, expressed as a percentage, 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: 

Ten 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 “One SoHo Square Whole Loan”, the “College Point Whole Loan”, the “Watermark Tempe Whole Loan”, the “Huntsville Office Portfolio Whole Loan”, the “Woodbridge Corporate Plaza Leased Fee Whole Loan”, the “ExchangeRight Net Leased Portfolio #48 Whole Loan”, the “2 Washington Whole Loan”, the “Colonnade Corporate Center Whole Loan”, “4500 Academy Road Distribution Center Whole Loan” and the “The Domain 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 One SoHo Square, 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 INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
   
Structural Overview

 

  

The One SoHo Square Whole Loan, the Colonnade Corporate Center Whole Loan, the 4500 Academy Road Distribution Center Whole Loan and The Domain 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 applicable, 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 Watermark Tempe Whole Loan, the Huntsville Office Portfolio Whole Loan and the 2 Washing Whole Loan (each, 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 LoansThe Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

 

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

 

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

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

 

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

 

   Liquidated Loan Waterfall: 

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

 

   Sale of Defaulted Loans and REO Properties: 

The Special Servicer is required to solicit offers for any defaulted loan (other than a non-serviced mortgage loan) in such a manner as will be reasonably likely to maximize the value of the defaulted loan on a net present value basis, if the Special Servicer determines that no satisfactory arrangements can be made for collection of delinquent payments and the sale would be in the best economic interests of the Certificateholders 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 Directing Certificateholder will not have a right of first refusal to purchase a defaulted 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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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 Risk Retention Consultation Party, 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) a qualifying extension of time to sell such mortgaged property or (b) the Special Servicer obtains for the Trustee, the Certificate Administrator and the Master Servicer 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 2021-B28 trust, and the related Companion Loan(s), as a single loan. In connection with any such sale, the thenapplicable special servicer will be required to follow procedures substantially similar to those set forth above.

 

   Control Eligible Certificates: 

Classes G 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 Loan), the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the

 

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

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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 related “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 Excluded Loan), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan, any Servicing Shift 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, or any Borrower Party Affiliate.

 

A “Borrower Party Affiliate” means, with respect to a borrower, a mortgagor, a manager of a Mortgaged Property or an Accelerated Mezzanine Loan Lender, (a) any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or (b) 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” means (a) with respect to the Directing Certificateholder, 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 or (b) with respect to any Risk Retention Consultation Party, a Mortgage Loan or Whole Loan with respect to which, as of the applicable date of determination, such Risk Retention Consultation Party or the person entitled to appoint such Risk Retention Consultation Party or the applicable VRR Interest owner 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: 

Eightfold Real Estate Capital Fund V, L.P. (or an affiliate) is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than any Excluded Loans and any Servicing Shift Mortgage Loans).

 

   Controlling Class: The “Controlling Class” will at any date of determination be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance for such Class; provided that if at any

 

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

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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 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 G 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 Special 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

 

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

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applicable 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 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.

 

   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 and CREFI will each be entitled to appoint a risk retention consultation party. JPMCB and CREFI 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 access to any final asset status report and information available with respect to the transaction on the certificate administrator’s website and will have certain monitoring responsibilities on behalf of the entire issuing entity. During the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult with the Special Servicer with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, the RR Interest Owner and, in the case of a serviced whole loan, the related companion loan holder(s), as a collective whole, as if those certificateholders, RR Interest Owner and, if applicable, such companion loan holder(s) constituted a single lender (taking into account the pari passu or subordinate nature of any related companion loan(s)).

 

In addition, if during the continuance of a Control Termination Event, 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 and the RR Interest Owner 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

 

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

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not 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 with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage 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- 

 

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

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Structural Overview

 

  

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.

 

   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

 

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

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Structural Overview

 

 

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 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 2021-B28 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

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
   
Structural Overview

 

 

agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver a written notice to the Enforcing Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

 

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

 

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

 

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

 

   Investor Communications 

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

 

9062 Old Annapolis Road

 

Columbia, Maryland 21045

 

Attention: Corporate Trust Administration Group – Benchmark 2021-B28

 

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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
   
Structural Overview

 

 

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

 

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

 

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

 

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

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

 

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

 

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

 

   Deal Website: 

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

    special notices;

    summaries of any final asset status reports;

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

    an “Investor Q&A Forum”;

    a voluntary investor registry;

    SEC EDGAR filings; and

    risk retention.

 

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

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(THIS PAGE INTENTIONALLY LEFT BLANK)

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
One SoHo Square

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

Mortgage Loan Information Property Information
Mortgage Loan Seller(1):GSMC, GACC Single Asset / Portfolio:Single Asset
Original Principal Balance(2):$135,000,000 Title:Fee
Cut-off Date Principal Balance(2):$135,000,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:9.8% Net Rentable Area (SF):786,891
Loan Purpose:Refinance Location:New York, NY
Borrowers:SOHO AOA Owner LLC, OSS 2016 Year Built / Renovated:1904-1926 / 2016
 LLC, and 2016 SOHO LLC Occupancy:92.5%
Guarantor:The Gluck Family Trust Occupancy Date:6/1/2021
Interest Rate:2.72466879% Number of Tenants:14
Note Date:7/9/2021 Fourth Most Recent NOI:NAV
Maturity Date:8/6/2028 Third Most Recent NOI(4):$24,995,700 (December 31, 2019)
Interest-only Period:84 months Second Most Recent NOI:$46,957,475 (December 31, 2020)
Original Term:84 months Most Recent NOI:$51,408,293 (TTM April 30, 2021)
Original Amortization:None UW Economic Occupancy(6):95.9%
Amortization Type:Interest Only UW Revenues:$83,142,799
Call Protection(3):YM(24),DorYM(54),O(6) UW Expenses:$19,231,486
Lockbox / Cash Management:Hard / Springing UW NOI(4):$63,911,313
Additional Debt(2):Yes UW NCF(4):$63,328,788
Additional Debt Balance(2):$335,000,000 / $315,000,000 / Appraised Value / Per SF:$1,350,000,000 / $1,716
 $120,000,000 Appraisal Date:6/10/2021
Additional Debt Type(2):Pari Passu / Subordinate /   
 Mezzanine   
     

 

Escrows and Reserves(5) Financial Information(2)(6)
 InitialMonthlyInitial Cap  

Senior

Notes

Whole

Loan

Total

Debt

Taxes:$0SpringingN/A Cut-off Date Loan / SF:                     $597$998$1,150      
Insurance:$0SpringingN/A Maturity Date Loan / SF:                   $597$998$1,150
Replacement Reserves:$0Springing$150,000 Cut-off Date LTV:34.8%58.1%67.0%
TI/LC:$0Springing$1,500,000 Maturity Date LTV:34.8%58.1%67.0%
     UW NCF DSCR:4.88x2.92x2.28x
     UW NOI Debt Yield:13.6%8.1%7.1%
         

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Loan$470,000,000       51.8% Purchase Price$900,036,15099.2%
Subordinate Loan315,000,00034.7 Closing Costs7,272,9520.8_
Mezzanine Loan120,000,00013.2    
Loan Sponsor Cash Contribution2,309,102  0.3    
Total Sources$907,309,102   100.0% Total Uses$907,309,102100.0%
(1)The One SoHo Square Whole Loan (as defined below) was co-originated by Goldman Sachs Bank USA, DBR Investments Co. Limited and Bank of Montreal. GSMC will be contributing $103,950,000 (Notes A-1-C-1 and A-1-C-3) and GACC will be contributing $31,050,000 (Notes A-2-C-1 and A-2-C-5) to the Benchmark 2021-B28 transaction.

(2)The One SoHo Square Loan (as defined below) is part of a whole loan evidenced by 20 senior pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $470.0 million (the “One SoHo Square Senior Notes”) and three pari passu subordinate notes with an aggregate outstanding principal balance as of the Cut-off Date of $315.0 million. The Financial Information in the chart above reflects the Cut-off Date Balances of the One SoHo Square Senior Notes, the One SoHo Square Whole Loan (as defined below), and the total debt inclusive of the related $120.0 million mezzanine loan on the One SoHo Square Property (as defined below).
(3)The defeasance lockout period, with respect to a defeasance of the One SoHo Square Whole Loan, will be at least 24 payment dates beginning with and including the first payment date on September 6, 2021. Defeasance of the full $785.0 million One SoHo Square Whole Loan is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) July 9, 2024. Prepayment in whole or in part is permitted at any time, subject to yield maintenance for any payment prior to March 6, 2028.
(4)The increase from Third Most Recent NOI to UW NCF and UW NOI are primarily attributable to the One SoHo Square Property (as defined below) undergoing lease up.
(5)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(6)While the One SoHo Square 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 One SoHo Square Whole Loan more severely than assumed in the underwriting of The One SoHo Square 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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

The Loan. The One SoHo Square mortgage loan (the “One SoHo Square Loan”) is part of a whole loan with an aggregate outstanding principal balance as of the Cut-off Date of $785.0 million (the “One SoHo Square Whole Loan”) consisting of 20 senior pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $470.0 million and three pari passu subordinate notes with an aggregate outstanding principal balance as of the Cut-off Date of $315.0 million. The One SoHo Square Whole Loan is secured by the borrowers’ fee interest in a 786,891 square foot office property located in New York, New York (the “One SoHo Square Property”). The non-controlling Notes A-1-C-1, A-1-C-3, A-2-C-1 and A-2-C-5, with an aggregate outstanding principal balance as of the Cut-off Date of $135.0 million, will be included in the Benchmark 2021-B28 trust. The remaining notes have been, or are expected to be, contributed to one or more future securitization trusts or may otherwise be transferred at any time. The One SoHo Square Whole Loan, which accrues interest at an interest rate of 2.72466879% per annum, was co-originated by Goldman Sachs Bank USA, DBR Investments Co. Limited and Bank of Montreal on July 9, 2021 and had an aggregate original principal balance of $785.0 million and has an aggregate outstanding principal balance as of the Cut-off Date of $785.0 million. The proceeds of the One SoHo Square Whole Loan were primarily used to refinance the One SoHo Square Property and pay origination costs. The One SoHo Square Whole Loan was previously securitized in GSMS 2019-SOHO. The relationship between the holders of the One SoHo Square Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The One SoHo Square Whole Loan” in the Preliminary Prospectus. The One SoHo Square Whole Loan had an initial term of 84 months and has a remaining term of 84 months as of the Cut-off Date. The One SoHo Square Whole Loan requires monthly payments of interest only for the entire duration of the loan. The scheduled maturity date of the One SoHo Square Whole Loan is the due date in August 2028.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
A-1-S$685,083$685,083 SOHO 2021-SOHO(1)Yes
A-1-C-1$53,950,000$53,950,000 Benchmark 2021-B28No
A-1-C-2$75,000,000$75,000,000 GSBI(2)No
A-1-C-3$50,000,000$50,000,000 Benchmark 2021-B28No
A-1-C-4$50,000,000$50,000,000 GSBI(2)No
A-1-C-5$50,000,000$50,000,000 GSBI(2)No
A-1-C-6$20,000,000$20,000,000 GSBI(2)No
A-1-C-7$20,000,000$20,000,000 GSBI(2)No
A-1-C-8$2,353,868$2,353,868 GSBI(2)No
A-2-S$204,420$204,420 SOHO 2021-SOHO(1)No
A-2-C-1$21,050,000$21,050,000 Benchmark 2021-B28No
A-2-C-2$20,000,000$20,000,000 DBRI(2)No
A-2-C-3$20,000,000$20,000,000 DBRI(2)No
A-2-C-4$16,000,000$16,000,000 DBRI(2)No
A-2-C-5$10,000,000$10,000,000 Benchmark 2021-B28No
A-2-C-6$8,822,928$8,822,928 DBRI(2)No
A-3-S$110,497$110,497 SOHO 2021-SOHO(1)No
A-3-C-1$24,000,000$24,000,000 BMO(2)No
A-3-C-2$16,000,000$16,000,000 BMO(2)No
A-3-C-3$11,823,204$11,823,204 BMO(2)No
Total Senior Notes$470,000,000$470,000,000   
B-1$215,801,105$215,801,105 SOHO 2021-SOHO(1)No
B-2$64,392,265$64,392,265 SOHO 2021-SOHO(1)No
B-3$34,806,630$34,806,630 SOHO 2021-SOHO(1)No
Whole Loan$785,000,000$785,000,000   
(1)Expected to close prior to the Closing Date.
(2)Expected to be contributed to one or more future securitization trusts or may otherwise be transferred at any time.

 

The Borrowers. The borrowers are SOHO AOA Owner, LLC, OSS 2016, LLC and 2016 SOHO LLC, each a Delaware limited liability company. The borrowers are structured to be single purpose bankruptcy-remote entities, having at least two independent directors in their organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the One SoHo Square Whole Loan.

 

The Loan Sponsor. The loan sponsor is comprised of entities controlled by the trustees of the Amended and Restated 2013 LG Revocable Trust (d/b/a Stellar Management) and the non-recourse carveout guarantor is The Gluck Family Trust. At origination, in lieu of funding an unfunded obligations reserve, the guarantor also provided a guaranty of certain unfunded obligations including tenant improvements and leasing commissions in an amount equal to $3,142,373.13. Stellar Management (“Stellar”) was founded in 1985 by Laurence Gluck, formerly a partner at New York real estate law firm Dreyer & Traub and a former member of the executive committee of the Real Estate Board of New York. Stellar owns and manages over 12,000 apartments, over two million square feet of office space and 1.3 million square feet of retail space. Notable New York City projects, past and present, include 14 Wall Street, The Milk Building, 522 Fifth Avenue, 220 Fifth Avenue, Otto Greenpoint, The Windermere, Embassy House, Columbus Square and Independence Plaza. Since its inception, Stellar has partnered with a number of institutions and has been a fiduciary to investors on over 150 transactions. Stellar employs over 700 people.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

The Property. The One SoHo Square Property is a 786,891 square foot, Class A, office property located in New York, New York that was designed by the architecture firm Gensler. The One SoHo Square Property is situated in the Hudson Square / Meatpacking District submarket on the northwest corner of 6th Avenue and Spring Street. The One SoHo Square Property features multiple amenities, including roof decks with panoramic views, building management systems, destination dispatch elevators, 24/7 attended lobby with exclusive key card access, a bike room, a message center, and an online tenant service request system. The One SoHo Square Property serves as the corporate headquarters for Flatiron Health, MAC, Warby Parker, Glossier and Double Verify (through November 2023, at which time Flatiron Health is expected take this space through February 2031 as further described below) which together occupy 59.2% of the NRA.

 

As of June 1, 2021, the One SoHo Square Property was 92.5% leased to 14 tenants.

 

Major Tenants.

 

The largest tenant, Flatiron Health (“Flatiron”) (223,402 square feet; 28.4% of net rentable area; 29.0% of underwritten base rent; Moody’s/S&P/Fitch: Aa3/AA/AA) is an oncology-focused electronic health records company that seeks to accelerate cancer research and improve the quality of care for cancer patients. Founded in 2012, Flatiron Health partners with hundreds of cancer centers and developers of oncology therapeutics to facilitate the collection of patient data for research and development purposes to accelerate and impact treatment worldwide. Flatiron’s lease at the One SoHo Square Property commenced in June 2018 and expires in February 2031. Flatiron’s lease has two, five-year extension options.

 

The second largest leased tenant, Aetna (106,350 square feet; 13.5% of net rentable area; 14.9% of underwritten base rent; Moody’s/S&P/Fitch: Baa2/BBB/NR) provides health insurance, as well as dental, vision and other plans to individuals, families and employers. Founded in 1853 in Hartford, Connecticut, Aetna offers: (i) a range of insurance and employee benefits products, (ii) programs and services that help control rising costs while striving to improve the quality of healthcare and (iii) tools and information to help people make better-informed decisions about their healthcare and financial well-being. Aetna’s lease at the One SoHo Square Property commenced in August 2018 and expires in July 2029. Aetna’s lease has two, one-year or five-year extension options.

 

The third largest leased tenant, MAC (88,699 square feet; 11.3% of net rentable area; 13.1% of underwritten base rent; Moody’s/S&P/Fitch: A1/A+/NR) which stands for Make-Up Art Cosmetics (“MAC”), is a makeup and cosmetic supplier. Founded in 1984 in Toronto, Canada by photographer Frank Toskan and salon owner Frank Angelo, MAC is now sold in more than 120 countries around the globe and offers more than 50 collections each year. MAC’s lease at the One Soho Square Property commenced in November 2017 and expires in March 2034. MAC’s lease has two, five-year extension options.

 

The Market. The One SoHo Square Property is located within the New York City-Jersey City-White Plains metropolitan area and is part of the Hudson Square/Meatpacking Office submarket. The One SoHo Square Property benefits from the area’s mass transit infrastructure that connects Manhattan to the outer boroughs and the surrounding suburbs in the tri-state area. Air transportation is available via JFK International Airport, Newark Liberty International Airport, and LaGuardia Airport, all of which are in close proximity to the One SoHo Square Property. Further, Penn Station and Grand Central are located in New York City, offering railroad access to Long Island, New York state, Connecticut, and New Jersey. The New York City metropolitan area has a diverse economy, with major employers including JP Morgan Chase & Co., Bank of America, New York-Presbyterian Healthcare System, Macy’s, Verizon Communications, PWC, Delta Air Lines Inc., and Time Warner Inc.

 

As of the first quarter of 2021, the Midtown South Office Market had approximately 3.4 million square feet under construction with an overall vacancy rate of 17.5% and average asking rents of $76.60 per square foot. As of the first quarter of 2021, the Hudson Square/Meatpacking Office submarket had approximately 988,866 square feet under construction with an overall vacancy rate of 6.4% and average asking rents of $79.55 per square foot.

 

The appraisal identified seven directly competitive office comparables. Comparable buildings were built between 1910 and 1987 and range in size from 236,512 square feet to 2,921,914 square feet. Average asking rents ranged from $85.00 to $90.00 per square foot.

 

Historical and Current Occupancy(1)
T12 (Apr 2021)Current(2)
91.1%92.5%
(1)Historical occupancies are not presented as the One SoHo Square Property was undergoing lease up.
(2)Current Occupancy is as of June 1, 2021.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

Sales Comparables(1)
 AddressRSF

Year Built /

Renovated

OccupancySale DatePricePrice PSFCap RateAdjusted Price PSF
1635-641 Avenue of the Americas267,0001902 / 201584.0%Jun-2021$ 325,000,000$ 1,2175.36%$ 1,339
2546 Broadway93,6001900100.0%Jun-2021160,000,0001,7096.17%1,197
3125 West End Avenue399,30919290.0%Mar-2021597,015,9231,4954.58%1,719
4410 Tenth Avenue634,3591927 / 202198.0%Dec-2020952,840,0001,5024.30%1,577
5One Madison Avenue1,392,5651932 / 20230.0%May-20202,300,000,0001,6524.30%1,817
6424 Fifth Avenue680,4931929 / 2020100.0%Mar-20201,289,501,0651,8955.21%1,710
7450 West 15th Street320,7891928 / 201294.0%May-2019600,000,0001,8703.30%1,688
8330 Hudson Street467,9051910 / 2013100.0%Feb-2018385,000,0008234.54%1,214
Weighted Average / Total532,003 56.1% $1,268,227,178$ 1,5534.53%$ 1,635
 One SoHo Square(2)786,8911904-1926 / 201692.5% $1,350,000,000$ 1,7164.25%$ 1,716
(1)Source: Appraisal
(2)The One SoHo Square Property’s Price and Price PSF are based on the “as-is” appraised value. The One SoHo Square Property’s Occupancy and RSF is based on in-place rent roll as of June 2021 with rent steps through August 31, 2022.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)(3)% of
Total NRA
Base Rent PSF(4)% of Total
Base Rent
Lease
Expiration Date
Flatiron Health(5)(6) Aa3/AA/AA 223,402        28.4%$87.1729.0%2/28/2031
Aetna  Baa2/BBB/NR106,350        13.5  $93.77       14.9%7/31/2029
MAC A1/A+/NR88,699        11.3  $99.03       13.1%3/31/2034
Juul Labs(7) NR/NR/NR54,068        6.9$128.13       10.3%5/31/2032
Warby Parker NR/NR/NR83,286        10.6  $75.68       9.4%1/31/2025
Glossier NR/NR/NR39,637        5.0$88.13       5.2%4/30/2028
Double Verify(8) NR/NR/NR30,668        3.9$87.40       4.0%2/28/2031
Trader Joe's NR/NR/NR26,126        3.3$95.69       3.7%5/31/2033
Managed By Q(9) NR/NR/NR27,334        3.5$86.53       3.5%6/30/2028
Aveda  A1/A+/A+20,194        2.6$90.52       2.7%5/31/2025
Total  699,764        88.9%$91.9395.8% 
Other Occupied  28,208         3.6   
Total Occupied  727,972         92.5%   
Vacant  58,919         7.5   
Total  786,891  100.0%   
(1)Based on the underwritten rent roll dated June 1, 2021.
(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)Borrower owned space. Does not include non-owned anchors or outparcels.
(4)Base Rent PSF is inclusive of contractual rent steps through August 31, 2022.
(5)Flatiron Health receives an abatement of 87.71% for the months of March 2027 through March 2028. Does not include space that has been pre-leased to Flatiron Health (35,523 square feet), which is currently occupied by Double Verify (see footnote (8) below) and another tenant.
(6)Flatiron Health originally put up approximately 111,000 square feet (approximately 49%) of its leased space for sublease during the COVID-19 pandemic. They currently have approximately 40,890 square feet (approximately 17.9%) of its leased space up for sublease, of which 30,668 square feet has been subleased to Petal for three years at approximately 35% of Flatiron Health’s contractual rent. We cannot assure you that Flatiron Health will be able to sublease its remaining space or continue paying rent.
(7)Juul Labs has yet to take occupancy of its space but continues to pay its current rent. This space is presently on the market for sublease. We cannot assure you that this space will be subleased or that Juul Labs will continue to pay rent.
(8)Suite 4 is presently leased to Double Verify through November 30, 2023. Flatiron Health has executed a lease for this space commencing on March 1, 2024. UW Base Rent depicts Double Verify’s base rent through November 2023 and Flatiron Health’s rent thereafter. Flatiron Health receives an abatement of 91.28% for the months of March 2027 through September 2027 and 58.1% for the month of October 2027.
(9)Additional credit enhancement in the form of a parent company guaranty from WeWork, a letter of credit in the amount of one year of rent and a prohibition on using the space for co-working.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

Lease Rollover Schedule
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(1)% of Base Rent ExpiringCumulative Net Rentable Area ExpiringCumulative % of NRA ExpiringCumulative Base Rent ExpiringCumulative % of Base Rent Expiring
Vacant058,919        7.5%NAP   NAP58,9197.5%NAPNAP
MTM & 202100    0.0$0        0.0%58,9197.5%$00.0%
202200    0.00    0.058,9197.5%$00.0%
2023(2)00    0.00    0.058,9197.5%$00.0%
202400    0.00    0.058,9197.5%$00.0%
20252103,480  13.28,130,858  12.1162,39920.6%$8,130,85812.1%
202614,855    0.689,652    0.1167,25421.3%$8,220,51012.2%
202700    0.00    0.0167,25421.3%$8,220,51012.2%
2028266,971    8.55,858,247    8.7234,22529.8%$14,078,75721.0%
20291106,350  13.59,972,297  14.9340,57543.3%$24,051,05435.8%
203000    0.00    0.0340,57543.3%$24,051,05435.8%
20313254,862  32.422,332,354  33.3595,43775.7%$46,383,40869.1%
2032 and Thereafter5191,454  24.320,756,829  30.9786,891100.0%$67,140,237100.0%
Total14786,891   100.0%$67,140,237    100.0%    
           
(1)Base Rent Expiring is based on the underwritten rent roll dated June 1, 2021, with contractual rent steps through August 31, 2022.
(2)Double Verify’s lease expires in November 2023. Flatiron Health has pre-leased the space subsequent to Double Verify’s lease expiration. Flatiron Health is anticipated to take occupancy of the space in March 2024 until its lease expiration in February 2031 coterminous with the other Flatiron Health spaces. Base Rent represents the term of the Double Verify Lease. The Lease Expiration represents the lease expiration of Flatiron Health.

 

Operating History and Underwritten Net Cash Flow
 20192020TTM 4/30/2021Underwritten(1)Per Square Foot%(2)
Base Rent(3)$53,253,724 $63,763,493$65,746,242$67,140,237$85.3277.4%
Rent Steps(4)0005,035,6626.405.8%
Vacant Income000          3,588,1864.564.1%
Gross Potential Rent$53,253,724$63,763,493$65,746,242$75,764,085$96.2887.4%
Total Reimbursements2,129,5812,664,8122,973,85910,451,20913.2812.1%
Total Other Income(5)665,493545,417410,353515,6920.660.6%
Net Rental Income$56,048,799$66,973,722$69,130,454$86,730,986$110.22100.0%
(Vacancy/Credit Loss)(16,604,337)(5,059,796)(2,158,794)         (3,588,186)               (4.56)(4.1)%
Effective Gross Income$39,444,461$61,913,927$66,971,660$83,142,799$105.6695.9%
Total Expenses14,448,76114,956,45215,563,36719,231,48624.4423.1%
Net Operating Income$24,995,700$46,957,475$51,408,293$63,911,313$81.2276.9%
Total TI/LC, Capex/RR000582,5250.740.7%
Net Cash Flow$24,995,700$46,957,475$51,408,293$63,328,788$80.4876.2%
(1)The increases from 2019 Net Cash Flow and 2019 Net Operating Income to Underwritten Net Cash Flow and Underwritten Net Operating Income are primarily attributable to the One SoHo Square Property undergoing lease up.
(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(3)Underwritten Base Rent is based on the in-place rent roll as of June 1, 2021.

(4)Rent Steps are based on present value of rent steps from credit tenants and are taken through August 31, 2022.
(5)Underwritten Other Income includes a Vertical Decommission Revenue Adjustment of $115,232.

 

COVID-19 Update. Torch & Crown (Retail, 0.8% of Underwritten Base Rent) is the only tenant to receive temporary rent relief (in the form of a deferral and a contractual repayment agreement) due to the COVID-19 pandemic. All other tenants are current on rent. The first due date of the One SoHo Square Whole Loan is September 6, 2021.

 

Property Management. The One SoHo Square Property is self-managed by MEL Management Corp. (d/b/a Stellar Management), a New York corporation that is an affiliate of the borrowers.

 

Escrows and Reserves.

 

Tax Reserve – The borrowers are required to deposit into a real estate tax reserve, on a monthly basis during the continuance of a One SoHo Cash Sweep Period (as defined below), 1/12 of the reasonably estimated annual real estate taxes.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
One SoHo Square

 

Insurance Reserve – The borrowers are required to deposit into an insurance reserve, on a monthly basis during the continuance of a One SoHo Square Cash Sweep Period, 1/12 of reasonably estimated insurance premiums unless the borrower maintains a blanket policy in accordance with the One SoHo Square Whole Loan documents.

 

Replacement Reserves – The borrowers are required to deposit into a replacement reserve during the continuance of a One SoHo Square Cash Sweep Period, an amount equal to the lesser of (i) $13,197 and (ii) the amount that would cause the replacement reserve account to contain $150,000.

 

Rollover Reserve – The borrowers are required to deposit into a rollover reserve during the continuance of a One SoHo Square Cash Sweep Period, an amount equal to the lesser of (i) $65,984 and (ii) the amount that would cause the replacement reserve account to contain $1.5 million.

 

A “One SoHo Square Cash Sweep Period” means each period commencing upon (1) an event of default under the One SoHo Square Whole Loan documents and concluding upon a cure of such event of default, (2) an event of default under the One SoHo Square Mezzanine Loan (as defined below) and concluding upon a cure or waiver of such event of default, (3) the debt yield (as calculated under the related loan documents), as determined as of the last day of any two consecutive fiscal quarters, is less than 5.00% (a “One SoHo Square Debt Yield Trigger”), and concluding when the debt yield, determined as of the last day of each of two consecutive fiscal quarters thereafter, exceeds 5.00%, and (4) a failure to deliver annual, quarterly or monthly financial reports as and when required under the related loan documents and concluding when such reports are delivered and indicate that no other One SoHo Square Cash Sweep Period is continuing. Notwithstanding the foregoing, if a One SoHo Square Cash Sweep Period is in effect or would be in effect solely as a result of a One SoHo Square Debt Yield Trigger, the borrowers may avoid the commencement of or terminate the continuance of a One SoHo Square Cash Sweep Period by either (x) prepaying (or partially defeasing) a portion of the One SoHo Square Whole Loan and/or One SoHo Square Mezzanine Loan, such that the resulting debt yield exceeds 5.0%, or (y) delivering to the lender, as additional collateral (the “One SoHo Square Debt Yield Collateral”), a letter of credit or cash equivalents satisfactory to the lender in an amount (the “One SoHo Square Debt Yield Cure Amount”) that, when subtracted from the sum of the then outstanding principal balance of the One SoHo Square Whole Loan and the One SoHo Square Mezzanine Loan would result in a debt yield that exceeds 5.0%. Thereafter, if the One SoHo Square Debt Yield Cure Amount as of the last day of any fiscal quarter exceeds the aggregate amount of the One SoHo Square Debt Yield Collateral held by the lender, then a One SoHo Square Cash Sweep Period will commence unless the borrowers prepay (or partially defease) a portion of the One SoHo Square Whole Loan and/or One SoHo Square Mezzanine Loan, such that the resulting debt yield exceeds 5.0% or increases the amount of the One SoHo Square Debt Yield Collateral to the then-current One SoHo Square Debt Yield Cure Amount.

 

Lockbox / Cash Management. The One SoHo Square Whole Loan is structured with a hard lockbox and springing cash management. The borrowers were required to direct each tenant to remit all rents directly to a lender-controlled lockbox account. In addition, the borrowers are required to cause all cash revenues relating to the One SoHo Square Property and all other money received by the borrowers or the property manager with respect to the One SoHo Square Property (other than tenant security deposits) to be deposited into the lockbox account or a lender-controlled cash management account within one business day of receipt. On each business day during the continuance of a One SoHo Square Cash Sweep Period or event of default under the One SoHo Square Whole Loan, all amounts in the lockbox account are required to be remitted to the cash management account. On each business day that no One SoHo Square Cash Sweep Period or event of default under the One SoHo Square Whole Loan is continuing, all amounts in the lockbox account are required to be remitted to a borrower-controlled operating account.

 

On each due date during the continuance of a One SoHo Square Cash Sweep Period or an event of default under the One SoHo Square Whole Loan, all funds on deposit in the cash management account after payment of debt service on the One SoHo Square Whole Loan (and the One SoHo Square Mezzanine Loan provided that an event of default is not continuing), required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the One SoHo Square Whole Loan.

 

Current Mezzanine or Subordinate Indebtedness. Concurrently with the funding of the One SoHo Square Whole Loan, the lender (in such capacity, the “Mezzanine Lender”) also funded a mezzanine loan in the amount of $120.0 million (the “One SoHo Square Mezzanine Loan”, and together with the One SoHo Square Whole Loan, the “One SoHo Square Total Debt”). The One SoHo Square Mezzanine Loan is secured by the pledge of the direct equity interest in the borrowers and is coterminous with the One SoHo Square Whole Loan. The One SoHo Square Mezzanine Loan accrues interest at a rate of 5.05000% per annum. The rights of the Mezzanine Lender under the One SoHo Square Mezzanine Loan are further described under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” 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 2021-B28
 
One SoHo Square

 

The Cut-off Date LTV Ratio, Maturity Date LTV Ratio, DSCR Based on Underwritten NCF and Debt Yield Based on Underwritten NOI for the One SoHo Square Total Debt are set forth below:

 

Mezzanine Loan
Loan AmountInterest RateTotal Debt Cut-off Date LTV RatioTotal Debt Maturity Date LTV RatioTotal Debt Underwritten NCF DSCRTotal Debt Underwritten NOI Debt Yield
$120,000,0005.05000%67.0%67.0%2.28x7.1%

 

Future Mezzanine or Subordinate Indebtedness Permitted. The related loan documents permit future mezzanine financing, subject to satisfaction of certain conditions, including among others, such mezzanine debt (i) is not in excess of $90.5 million, (ii) is subordinate to the One SoHo Square Mezzanine Loan, (iii) is obtained any time after July 9, 2023, (iv) is provided by a qualified lender (as defined in the loan documents), (v) is subject to an intercreditor agreement reasonably acceptable to the lender, (v) is either coterminous with the One SoHo Square Whole Loan or freely pre-payable without premium or penalty from and after the related One SoHo Square Whole Loan maturity date, (vii) as of the date of its incurrence, does not cause the DSCR to be less than 2.22x or the debt yield to be less than 6.82%, (viii) as of the date of its incurrence, does not cause the aggregate loan-to-value ratio of the One SoHo Square Whole Loan and the One SoHo Square Mezzanine Loan, based on an updated appraisal of the One SoHo Square Property, to be greater than 67.0%, (ix) delivery of a rating agency confirmation and (x) if the mezzanine debt bears a floating rate of interest, execution of an interest rate cap agreement from a counterparty reasonably acceptable to the lender. See “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Partial Release. Not permitted.

 

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

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(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
The Ziggurat

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
The Ziggurat

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$59,065,000 Title:Fee
Cut-off Date Principal Balance:$59,065,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:4.3% Net Rentable Area (SF):373,725
Loan Purpose:Acquisition Location:West Sacramento, CA
Borrower:SAC Ziggurat LLC Year Built / Renovated:1998 / NAP
Guarantors:Rohit Kumar and Jayaprasad Vejendla Occupancy:100.0%
Interest Rate:3.13000% Occupancy Date:8/6/2021
Note Date:7/20/2021 Number of Tenants:1
Maturity Date:8/6/2031 Fourth Most Recent NOI(1):NAV
Interest-only Period:120 months Third Most Recent NOI:$6,999,331 (T-10 Annualized December 31, 2019)
Original Term:120 months Second Most Recent NOI:$7,529,617 (December 31, 2020)
Original Amortization:None Most Recent NOI:$7,418,398 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy(5):95.9%
Call Protection:L(24),D(92),O(4) UW Revenues:$11,991,733
Lockbox / Cash Management:Springing / Springing UW Expenses:$4,265,060
Additional Debt:N/A UW NOI(5):$7,726,672
Additional Debt Balance:N/A UW NCF(5):$6,863,245
Additional Debt Type:N/A Appraised Value / Per SF(5):$92,800,000 / $248
   Appraisal Date:6/1/2021
     

 

Escrows and Reserves(2) Financial Information(5)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF $158
Taxes: $736,451$122,742N/A Maturity Date Loan / SF:$158
Insurance:$0SpringingN/A Cut-off Date LTV:63.6%
Replacement Reserves:$0$6,229N/A Maturity Date LTV:63.6%
TI/LC(3):$0$62,288$11,211,750 UW NCF DSCR:3.66x
Other(4):$6,457,962SpringingN/A UW NOI Debt Yield:13.1%
       
       

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$59,065,00059.3% Purchase Price$90,000,00090.4%
Preferred Equity24,850,00025.0% Upfront Reserves7,194,413               7.2%
Sponsor Equity8,675,730                  8.7    Closing Costs2,318,340              2.3%
Other Sources(6)6,947,308                     7.0Other Uses25,2850.0%
Total Sources$99,538,038100.0% Total Uses$99,538,038100.0%
(1)The Fourth Most Recent NOI is unavailable as The Ziggurat Loan (as defined below) was used to acquire The Ziggurat Property and the seller did not provide 2018 financials.
(2)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.
(3)The borrower is required to deposit into a leasing reserve, (i) on each monthly payment date occurring in September 2021 through and including July 2024, an amount equal to approximately $62,288, (ii) on each monthly payment date occurring in August 2024 through and including July 2026, an amount equal to approximately $249,150, (iii) on each monthly payment date occurring in August 2026 through and including December 2026, an amount equal to approximately $597,960, and (iv) on each monthly payment date on and after January 2027, the sum of $62,288 for TI/LC reserves.
(4)Other Initial reserve is comprised of an approximately $6,457,962 GDS lease work reserve. See the “Escrows and Reserves” section for more details.
(5)While The Ziggurat 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 Ziggurat Loan more severely than assumed in the underwriting of The Ziggurat 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.
(6)Other Sources consists of a buyer credit totaling $6,947,308 for the DGS lease work reserve, base rent and reimbursement revenues, real estate taxes and utilities service contracts.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
The Ziggurat

 

The Loan. The Ziggurat mortgage loan (“The Ziggurat Loan”) is secured by the borrower’s fee interest in a 373,725 square foot office property in West Sacramento, California (“The Ziggurat Property”). The Ziggurat Loan has a 10-year term and will be interest-only for its entire term. The Ziggurat Loan was originated by Citi Real Estate Funding Inc. (“CREFI”) on July 20, 2021. The borrower utilized the proceeds of The Ziggurat Loan, cash equity and other sources to acquire The Ziggurat Property, fund upfront reserves, other uses and pay origination costs.

 

The Borrower. The borrower is SAC Ziggurat LLC, a Delaware limited liability company with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of The Ziggurat Loan.

 

The Loan Sponsors. The borrower sponsors and non-recourse carve out guarantors are Jayaprasad Vejendla and Rohit Kumar. Jayaprasad Vejendla and Rohit Kumar are principals of Nome Capital Partners, a private real estate investment company. Nome Capital Partners is a real estate investment management firm founded in 2014. Based in the San Francisco bay area, the firm invests in and manages income generating commercial real estate, with a current portfolio totaling $250 million and an additional $300 million under contract in 2021.

 

The Properties. The Ziggurat Property is ten-story pyramid shaped office building with a basement totaling 373,725 square feet of space located on a 7.23-acre site at 701-707 3rd Street in West Sacramento, California. The Ziggurat Property was originally constructed in 1998 by the Money Store and was designed to resemble the ancient ziggurats in the Mesopotamian Valley. Additionally, there is also a 1,490 space five-level parking garage in addition to surface parking. The Ziggurat Property has a waterfront location along the Sacramento River and is three blocks from Downtown Sacramento via the Tower Bridge. The building is in the process of achieving LEED Silver certification.

 

As of August 6, 2021, The Ziggurat Property is 100.0% leased to the State of California – DGS through February 28, 2032. The tenant has been in occupancy since 2001 and renewed its lease term in March 2019 for an additional 13 years. The State of California – DGS serves the public by providing a variety of services to state agencies through procurement and acquisition solutions, real estate management and design, environmentally friendly transportation, professional printing, design and web services, administrative hearings, legal services, building standards, oversight of structural safety, fire/life safety and accessibility for the design and construction of K-12 public schools and community colleges, funding for school construction, and disability access.

 

The Market. The Ziggurat Property is located in Yolo County in the Sacramento Metropolitan Statistical Area (“MSA”). The city of Sacramento is the California state capitol and the Sacramento MSA is representative of a typical state capital economy with high levels of both government and healthcare employment. According to the Sacramento Business Journal, as of June 2020 the three largest employers in the Sacramento MSA were Kaiser Permanente (23,485 employees), Sutter Health (18,947 employees), and Dignity Health (9,033 employees). US Highway 50, State Highway 99, Interstate 5 and Interstate 80 provide access to the San Francisco Bay Area to the west, Southern California to the south, Oregon, then Washington, to the north, and Nevada to the east. Sacramento International Airport and smaller county airports serve the area and the Port of Sacramento, a deep-water, bulk-commodity port utilized in the import and export of bulk agricultural- and construction-related products, is located in the Sacramento MSA.

 

The Ziggurat Property is in the Downtown office submarket within the larger Sacramento office market. The Downtown office Submarket reported average office asking rents of $34.56 per square foot as of the first quarter of 2021, representing a 33% increase over asking rents in 2011, a 21% increase over the 10-year average and a 2% increase over average asking rents in 2020. The Sacramento office market reported average office rents of $24.60 PSF as of the first quarter of 2021, an increase of 18% over asking rents in 2011, 16% over the 10-year average asking rent and 3% over average asking rents in 2020. The vacancy rate in the Downtown office submarket at the end of the first quarter of 2021 was 8.0% and the vacancy rate of the greater Sacramento office market was 10.0%.

 

According to the appraisal, the 2020 population, population growth from 2010-2020 and average household income are presented in the chart below:

 

 1 Mile3 Miles5 Miles
Population14,963131,482296,559
Population Growth16.57%13.09%11.31%
Average Household Income$63,048$86,042$85,607

 

COVID-19 Update. As of July 22, 2021, The Ziggurat Property is open and operating. There has been no rent relief requested and the State of California – DGS has paid rent each month. As of July 22, 2021, no loan modification or forbearance requests have been made on The Ziggurat Loan. The first payment date of The Ziggurat Loan is September 6, 2021.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
The Ziggurat

 

Historical and Current Occupancy
2019(1)2020(1)Current(2)
100.0%100.0%100.0%
(1)Historical Occupancies are as of December 31 of each respective year.
(2)Current Occupancy is as of August 6, 2021.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(3)% of Total
Base Rent
Lease
Expiration Date
State of California – DGS(4) Aa2/AA/AA-373,725      100.0%$32.24100.0%2/28/2032
Occupied Total  373,725100.0%$32.24100.0% 
Vacant  0        0.0   
Total  373,725  100.0%   
(1)Based on the underwritten rent roll dated August 6, 2021.
(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 contractual rent steps underwritten through the termination option per the tenant’s lease.
(4)The State of California – DGS may terminate its lease at any time effective on or after December 31, 2026 by giving written notice at least 180 days prior to the date when such termination will become effective.

 

Lease Rollover Schedule(1)(2)(3)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(4)% of Base Rent ExpiringCumulative Net Rentable Area ExpiringCumulative % of NRA ExpiringCumulative Base Rent ExpiringCumulative % of Base Rent Expiring
VacantNAP0      0.0%NAP   NAP0      0.0%NAPNAP
MTM & 202100 0.0   $0      0.0%0 0.0%$00.0%
2022000.0   00.000.0%$00.0%
2023000.0   00.000.0%$00.0%
2024000.0   00.000.0%$00.0%
2025000.0   00.000.0%$00.0%
2026000.0   00.000.0%$00.0%
2027000.0   00.000.0%$00.0%
2028000.0   00.000.0%$00.0%
2029000.0   00.000.0%$00.0%
2030000.0   00.000.0%$00.0%
2031000.0   00.000.0%$00.0%
2032 and Thereafter1373,725100.0   12,050,184100.0   373,725100.0%$12,050,184    100.0%
Total1373,725100.0%$12,050,184 100.0%       
           
(1)Based on the underwritten rent roll dated August 6, 2021.
(2)Lease Rollover Schedule is based on the lease expiration dates of all direct leases in place.
(3)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. See “Tenant Summary” above.
(4)Base Rent Expiring is inclusive of contractual rent steps underwritten through the termination option per the tenant’s lease.

  

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

Operating History and Underwritten Net Cash Flow
 20192020TTM 4/30/2021UnderwrittenPer Square Foot%(1)
Base Rent(2)$10,658,237$11,270,237$11,400,228$11,660,211$31.2096.00%
Rent Steps(3)000389,9741.043.2%
Potential Income from Vacant Space00000.000.0%
Gross Potential Rent$10,658,237$11,270,237$11,400,228$12,050,184$32.2499.2%
Total Reimbursements052,74567,28396,3250.260.8%
Net Rental Income$10,658,237$11,322,982$11,467,512$12,146,509$32.50100.0%
(Vacancy/Credit Loss)000(501,044)(1.34)(4.1)%
Total Other Income962,733574,712350,797346,2670.932.9%
Effective Gross Income$11,620,970$11,897,693$11,818,308$11,991,733$32.0998.7%
Total Expenses4,621,6394,368,0774,399,9104,265,06011.4135.6%
Net Operating Income$6,999,331$7,529,617$7,418,398$7,726,672$20.6764.4%
Total TI/LC, RR000863,4272.317.2%
Net Cash Flow$6,999,331$7,529,617$7,418,398$6,863,245$18.3657.2%
(1)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(2)Underwritten Base Rent is based on the underwritten rent roll as of August 6, 2021.

(3)Rent steps underwritten through the termination option per the tenant’s lease.

 

Property Management. The Ziggurat Property is managed by G&E Real Estate Management Services, Inc., a Delaware corporation, doing business as Newmark Knight Frank.

 

Escrows and Reserves. At origination of The Ziggurat Loan, the borrower deposited (i) approximately $736,451 into the real estate taxes reserve and (ii) $6,457,962 into the DGS lease work reserve.

 

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12 of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated at approximately $122,742).

 

Insurance Reserve – On each payment date, The borrower is required to deposit an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of coverage afforded by such policies unless the borrower maintains a blanket policy in accordance with The Ziggurat loan documents. As of the origination date, an acceptable blanket policy was in place.

 

Replacement Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $6,229 for replacement reserves.

 

TI/LC Reserve – The borrower is required to deposit into a leasing reserve, (i) on each monthly payment date occurring in September 2021 through and including July 2024, an amount equal to approximately $62,288, (ii) on each monthly payment date occurring in August 2024 through and including July 2026, an amount equal to approximately $249,150, (iii) on each monthly payment date occurring in August 2026 through and including December 2026, an amount equal to approximately $597,960, and (iv) on each monthly payment date on and after January 2027, the sum of $62,288 for TI/LC reserves. The amount of funds on deposit in the leasing reserve account at any given time will not exceed $11,211,750 in the aggregate.

 

DGS Supplemental Reserve – During the continuance of a DGS Dark Period (as defined below), the borrower is required to deposit, on a monthly basis from September 2021 through and including December 2026, an amount equal to approximately $155,719 into the DGS supplemental reserve for tenant improvements and leasing commissions that may be incurred. Notwithstanding anything to the contrary, the borrower will not be entitled to duplicate draws from the DGS supplemental reserve and the leasing reserve for the same tenant improvement or leasing commission costs.

 

A “DGS Dark Period” means for the period commencing upon the origination date through and including December 31, 2026, any period during which a Specified Tenant Trigger Period (as defined below) would be in effect with respect to the State of California – DGS due to the State of California – DGS failing to be open to the public for business during customary hours and/or “going dark” in its Specified Tenant space, but for the satisfaction of the DGS safe harbor condition (i.e., a Specified Tenant Trigger Period would exist due to the matters described above, but the Department of General Services is then an investment grade tenant (i.e., rated “BBB –“ or its equivalent from each of S&P, Moody’s and Fitch)).

 

Lockbox / Cash Management. The Ziggurat Loan is structured with a springing lockbox and springing cash management. At origination of The Ziggurat Loan, the borrower was required to deliver to lender for lender to hold in escrow a notice to each tenant directing each tenant to remit all payments under the applicable lease directly to the lender-controlled lockbox. Upon the occurrence and during 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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Structural and Collateral Term Sheet Benchmark 2021-B28
 
The Ziggurat

 

continuance of a Trigger Period (as defined below), the borrower will, or will cause the manager to, immediately deposit all revenue into the lockbox account. Within five days after the first occurrence of a Trigger Period, the borrower is required to send a notice to all tenants then occupying space at The Ziggurat Property directing them to pay all rent and other sums due under into the lender-controlled lockbox, provided, that, if the borrower fails to do so, the lender may deliver the notices delivered to lender at or after the origination of The Ziggurat Loan. Following the first occurrence of a Trigger Period, all funds transferred into the lockbox will be transferred on each business day, at the direction of borrower if no Trigger Period then exists or if a Trigger Period then exists, to a cash management account under the control of the lender to be applied and disbursed in accordance with The Ziggurat Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with The Ziggurat Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for The Ziggurat Loan. The lender has been granted a security interest in the cash management account.

 

A “Trigger Period” means a period commencing upon the earliest of (A) (i) the occurrence and continuance of an event of default, (ii) the debt yield falling below 7.25% and (iii) the occurrence of Specified Tenant Trigger Period (as defined below); and (B) expiring upon (I) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (II) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt yield is equal to or greater than 7.50% for two consecutive calendar quarters and (III) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist in accordance with the terms of The Ziggurat Loan documents. Notwithstanding the foregoing, a Trigger Period will not be deemed to expire in the event that a Trigger Period then exists for any other reason.

 

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) Specified Tenant (as defined below) being in default under the applicable Specified Tenant lease, (ii) Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant space (or applicable portion thereof) (provided, however, with respect to the State of California – DGS, during the period beginning on the origination date through and including December 31, 2026, a Specified Tenant Trigger Period will not be deemed to be in effect as a result the State of California – DGS failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant Space (or applicable portion thereof) if the State of California – DGS is then an investment grade tenant (for the avoidance of doubt, will not apply from and after January 1, 2026 or at any time that the State of California – DGS is not an investment grade tenant (i.e., rated “BBB –“ or its equivalent from each of S&P, Moody’s and Fitch))), (iii) Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof), (iv) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect, (v) any bankruptcy or similar insolvency of Specified Tenant and (vi) Specified Tenant failing to extend or renew the applicable Specified Tenant lease on or prior the earlier of (I) 12 months prior to the expiration of the Specified Tenant lease and (II) the earliest date upon which Specified Tenant may provide notice of the exercise of its right to extend or renew the applicable Specified Tenant lease, in either case, in accordance with the applicable terms and conditions thereof and in The Ziggurat Loan Documents for the applicable Specified Tenant renewal term, and (B) expiring upon the first to occur of lender’s receipt of evidence reasonably acceptable to lender (which such evidence will include, without limitation, a duly executed estoppel certificate from the applicable Specified Tenant in form and substance acceptable to lender) of (1) the satisfaction of the Specified Tenant Cure Conditions (as defined below) or (2) (x) with respect to the Specified Tenant space demised to the initial Specified Tenant on the origination date, (A) the borrower leasing 60% of such Specified Tenant space in accordance with the applicable terms and conditions under The Ziggurat Loan documents, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease and (B) the debt yield is equal to or greater than 8.50% for two consecutive calendar quarters, and (y) with respect to the Specified Tenant space demised to any other Specified Tenant, Borrower leasing the entire Specified Tenant space (or applicable portion thereof) in accordance with the applicable terms and conditions under The Ziggurat Loan documents, the applicable tenant under such lease being in actual, physical occupancy of, and open to the public for business in, the space demised under its lease and paying the full amount of the rent due under its lease.

 

A “Specified Tenant” means (i) the State of California – DGS and (ii) any other lessee(s) of 25% or more of the initial Specified Tenant space as of the origination date (or any portion thereof) and any guarantor(s) of the applicable related Specified Tenant lease(s).

 

Specified Tenant Cure Conditions” means each of the following, as applicable: (i) the applicable Specified Tenant has cured all defaults under the applicable Specified Tenant lease (beyond applicable notice and cure periods, if any), (ii) the applicable Specified Tenant is in actual, physical possession of the Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the Specified Tenant space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant lease in accordance with clause (vi) of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant lease for a term of not less than five years, (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant and/or the applicable Specified Tenant lease, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
The Ziggurat

 

or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to final, non-appealable order of a court of competent jurisdiction and (vi) the applicable Specified Tenant is paying full, unabated rent under the applicable Specified Tenant lease.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. The Ziggurat Property is subject to a purchase option in favor of PacificCal Debt II, LLC (“PacificCal”) pursuant to which PacificCal has an option to purchase the portion of The Ziggurat Property developed as a parking garage (the “Parking Garage”) for $30,000,000. The purchase option can be exercised at any time prior to December 31, 2026. The sale is conditioned upon (i) confirmation that the sale will not result in a default under the State of California – DGS lease, (ii) that the sale does not require the consent of the City of West Sacramento pursuant to documents relating to the initial development of the site within which The Ziggurat Property is located (or that such consent has been granted) and (iii) that the sale will not cause the office building that will remain as collateral for The Ziggurat Loan (the “Office Building”) to be out of compliance with applicable zoning laws. The option includes a requirement to enter into an easement agreement in favor of the Office Building that provides for use of parking spaces in favor of the Office Building such that the Office Building will be provided with the spaces required to be made available to the State of California – DGS pursuant to the current terms of its lease (or, in the event such lease has been terminated, the greater of (x) 784 spaces and (y) the minimum number of spaces required for the Office Building pursuant to applicable zoning laws). The Ziggurat Loan documents provide for a partial release of the Parking Garage in connection with PacificCal’s exercise of the purchase option, which is subject to yield maintenance if the purchase option is exercised prior to the date that The Ziggurat Loan may be defeased pursuant to The Ziggurat Loan documents, and otherwise pursuant to a partial defeasance in accordance with The Ziggurat Loan documents. The amount of The Ziggurat Loan to be prepaid or defeased, as applicable, is (A) the greater of (i) 125% of the allocated loan amount of the Parking Garage (i.e., $8,995,221) and (ii) such amount as is necessary such that the debt yield with respect to the Office Building is no less than the greater of (x) the debt yield prior to release and (y) 11.0%, (iii) such amount as is necessary such that the loan-to-value ratio with respect to the Office Property is no greater than the lesser of (x) the loan-to-value ratio prior to release and (y) 65.7% and (iv) such amount as is necessary such that the debt service coverage ratio with respect to the remaining property is no less than the greater of (x) the debt service coverage ratio prior to release and (y) 3.70x, plus (B) to the extent the amount described in the foregoing clause (A) when applied to partial prepayment or defeasance, as applicable, is insufficient under REMIC requirements, as determined by the lender, the amount equal to such insufficiency.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
Doral Concourse

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
Doral Concourse

 

 

 

 

 

 

 

 

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
Doral Concourse

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
Doral Concourse

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance:$56,000,000 Title:Fee
Cut-off Date Principal Balance:$56,000,000 Property Type - Subtype:Office – Suburban
% of Pool by IPB:4.1% Net Rentable Area (SF):240,669
Loan Purpose:Acquisition Location:Doral, FL
Borrower:MG3 Doral Office LLC Year Built / Renovated:2001 / 2018
Guarantor:MG3 REIT, LLC Occupancy(2):94.6%
Interest Rate:3.31000% Occupancy Date:6/1/2021
Note Date:7/12/2021 Number of Tenants:11
Maturity Date:8/6/2031 Fourth Most Recent NOI:$3,837,758 (December 31, 2018)
Interest-only Period:120 months Third Most Recent NOI:$4,599,483 (December 31, 2019)
Original Term:120 months Second Most Recent NOI:$5,005,189 (December 31, 2020)
Original Amortization:None Most Recent NOI(3):$5,113,960 (TTM April 30, 2021)
Amortization Type:Interest Only UW Economic Occupancy(2):94.6%
Call Protection:L(24),D(92),O(4) UW Revenues:$9,175,334
Lockbox / Cash Management:Springing / Springing UW Expenses:$3,299,736
Additional Debt:N/A UW NOI(2)(3):$5,875,598
Additional Debt Balance:N/A UW NCF(2):$5,540,370
Additional Debt Type:N/A Appraised Value / Per SF(2):$96,200,000 / $400
   Appraisal Date:6/4/2021
     
     
     

 

Escrows and Reserves(1) Financial Information(2)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF: $233
Taxes: $1,096,651$109,665N/A Maturity Date Loan / SF:$233
Insurance:$233,020$41,510N/A Cut-off Date LTV:58.2%
Replacement Reserves:$0$5,816N/A Maturity Date LTV:58.2%
TI/LC:$1,000,000Springing$1,000,000 UW NCF DSCR:2.95x
Other:$71,568$0N/A UW NOI Debt Yield:10.5%
       
       

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$56,000,00055.0% Purchase Price$96,000,00094.2%
Sponsor Equity44,842,088           44.0    Closing Costs3,462,286            3.4   
Other Sources1,021,437             1.0    Upfront Reserves2,401,239            2.4   
                     
Total Sources

$101,863,525 

100.0% Total Uses

$101,863,525 

100.0%
(1)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.
(2)While the Doral Concourse 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 Doral Concourse Loan more severely than assumed in the underwriting of the Doral Concourse 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—Special Risks—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 increase from Most Recent NOI to UW NOI can be attributed to in-place rent steps.

  

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
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The Loan. The Doral Concourse Loan (the “Doral Concourse Loan”) is secured by a first mortgage lien on the borrower’s fee interest in a 240,669 square foot, six-story, Class A, office building located in Doral, Florida (the “Doral Concourse Property”). The Doral Concourse Loan was originated by Citi Real Estate Funding Inc. (“CREFI”) on July 12, 2021 and accrues interest at a rate of 3.31000% per annum. The Doral Concourse Loan has an original term to maturity and remaining term to maturity of 120 months as of the Cut-off Date. The borrower used the proceeds of the Doral Concourse Loan along with approximately $44,842,088 of new cash equity and other sources to acquire the Doral Concourse Property, fund upfront reserves, and pay origination costs.

 

The Borrower. The borrower is MG3 Doral Office LLC, a single purpose Delaware limited liability company with one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Doral Concourse Loan.

 

The Loan Sponsor. The loan sponsor and non-recourse carve-out guarantor is MG3 REIT, LLC, which is a Delaware limited liability company. Founded in 2003, MG3 REIT, LLC is a private real estate company that specializes in investment management, property management, development, design, construction, leasing, and financing a diverse portfolio of commercial real estate investments across Florida. Since 2003, MG3 REIT, LLC has developed 2,250,000 square feet with $540 million in assets under management. MG3 REIT, LLC currently owns 12 properties, all of which are in Florida, totaling 825,890 square feet of rentable building area.

 

The Property. The Doral Concourse Property is a six-story, Class A, office building located at 8400 Northwest 36th Street in Doral, Florida. The property was built in 2001 and renovated in 2018. The Doral Concourse Property consists of 240,669 square feet of net rentable area approximately 5.1 acres of land. According to the appraisal, the building has a connected five-story parking garage with 1,160 parking spaces at a ratio of 4.82 spaces per 1,000 square feet. Over the past several years, the building has undergone several major capital improvement items including a lobby/corridor upgrade, new cooling tower and HVAC system, and roof repairs.

 

As of June 1, 2021, the Doral Concourse Property was approximately 94.6% leased to 11 unique tenants.

 

The largest tenant, Starboard Holdings Ltd., a Delaware corporation (“Starboard”) (60,504 square feet; 25.1% of net rentable area; 20.6% of underwritten base rent) was founded in 1958 and is in the cruise retail industry. Since 2000, Starboard has been part of LVMH Moët Hennessy (“LVMH”) and has approximately 2,400 employees while operating 100 cruise ships worldwide with 700 onboard stores. Starboard is headquartered at the Doral Concourse Property and has over 300 employees at the location. Starboard has been at the Doral Concourse Property since 2004 and has a lease expiration in April 2030. The Starboard lease has a one-time right to give back up to 10,000 square feet of space on 5th floor effective December 31, 2025 with at least nine months’ notice, but no more than 12 months’ notice and a termination fee. Additionally, Starboards’ lease has one extension option for five to ten years.

 

The second largest tenant, Infinity Insurance Company (39,198 square feet; 16.3% of net rentable area; 18.5% of underwritten base rent), is a subsidiary of Kemper Corporation, one of the nation’s leading specialized insurance companies. Kemper Corporation has over 9,500 employees and services approximately 6.2 million policies. Kemper Corporation offers insurance for auto, home, life, health, and valuables and is licensed to sell insurance in all 50 states and the District of Columbia. Infinity Insurance Company has been at the Doral Concourse Property since 2012 and has a lease expiration of December 31, 2025 with no termination options and one, five-year extension option.

 

The third largest tenant, the Transportation Security Administration (“TSA") (29,657 square feet; 12.3% of net rentable area; 14.4% of underwritten base rent), manages security policies for railroads, buses, pipelines, ports, mass transit systems, and highways. The TSA also screens baggage and travelers at most of the major airports in the United States and oversees contracts that are held by private screening firms. The TSA has been at the Doral Concourse Property since 2016 and has a lease expiration of November 30, 2026. The TSA lease has an ongoing termination option effective November 30, 2021 with at least 180 days prior notice. Additionally, TSA’s lease has one, five year extension option.

 

COVID-19 Update. As of July 6, 2021, the Doral Concourse Property is open and operating, with most tenants operating in limited capacity. There has been no rent relief requested, other than rent relief to Marriott Int'l Admin Svcs, Inc for the months of May and June, 2020, totaling $75,155.36 (which the landlord agreed for the tenant to repay in installments of $6,399.71 starting January 1, 2021) and all tenants are current on rent. As of July 6, 2021, no loan modification or forbearance requests have been made on the Doral Concourse Loan. The first payment date of the Doral Concourse Loan is September 6, 2021.

 

The Market. According to the appraisal, the Doral Concourse Property is located in the Miami-Miami Beach-Kendall metro area (“Miami MSA”). The Miami MSA is a major center in finance, commerce, and trade. Per the Appraisal, Miami-Dade County has a 2020 population of 2,759,670, up 10.5% from 2010 when the population was 2,496,435. The population is projected to grow at an annual rate of one percent to 2,894,298 in 2025. The estimated 2020 population within a one-, three-, and five- mile radius of the Doral Concourse Property was 11,125, 105,325, and 463,403. The estimated 2020 average household income within a one-, three-, and five- mile radius of the Doral Concourse Property was $72,180, $82,869, and $66,943.

 

The Doral Concourse Property is adjacent to the recently developed, one-billion-dollar mixed-use development, Park Square at Doral encompassing four blocks (51-acres). City Place at Doral features a 300,000 SF lifestyle center developed by a joint venture between Related and Prudential, which includes a Fresh Market, 22 bars and restaurants, a movie theatre, various boutiques, and an upmarket

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
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bowling alley. The development also includes The Manor and The Flats, two luxury apartment properties with 701-units built atop the retail component of City Place at Doral.

 

Primary access to the Doral Concourse Property is provided from Northwest 36th Street via the Palmetto Expressway, a freeway with portions of the road carrying more than 250,000 vehicles a day. Northwest 36th Street is a primary east/west highway in the area that provides access to an array of shopping areas and the Miami International Airport (5.6 miles), as well as surrounding residential neighborhoods. The Miami International Airport was founded in 1928 and is one of the largest international passenger and freight airports in the world with 100 different carriers servicing 163 destinations.

 

The appraisal identified six sale comparables, located in South Florida. The comparable buildings were built between 1986 and 2019 and range in size from 56,710 square feet to 498,073 square feet. The sales price per square foot ranged from $221.13 to $408.68, while net operating income per square foot ranged from $14.51 to $25.46. In addition, the appraisal identified six Class A lease comparables located in Doral and Miami. The comparable leases range in size from 1,422 square feet to 5,526 square feet with rents ranging from $23.00 per square foot to $40.00 per square foot.

 

Historical and Current Occupancy
2018(1)2019(1)2020(1)Current(2)
90.3%86.4%97.5%94.6%
(1)Historical Occupancies are as of December 31 of each respective year unless specified otherwise.
(2)Current Occupancy is as of June 1, 2021.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(3)% of Total
Base Rent(3)
Lease
Expiration Date
Starboard(4) A1/NR/A+60,504    25.1%$25.91         20.6%4/30/2030
Infinity Insurance Company A3/NR/A39,19816.3$35.87      18.512/31/2025
TSA(5) NR/NR/NR29,65712.3$37.00      14.411/30/2026
Greenberg Traurig, P.A. NR/NR/NR28,60011.9$35.05      13.23/31/2026
Franchise World Headquarters, LLC(6) NR/NR/NR21,111  8.8$36.58      10.111/30/2028
Pipeline Doral, LLC NR/NR/NR12,456  5.2$38.21       6.312/31/2026
Marriott Int'l Admin Svcs, Inc(7) Baa3/NR/BBB-11,244  4.7$38.21       5.63/31/2025
Evolent Health LLC NR/NR/NR10,276  4.3$38.24       5.24/30/2024
General Mills Sales, Inc. Baa2/NR/BBB6,950  2.9$26.31       2.47/31/2023
Alight Solutions, LLC NR/NR/B+6,517  2.7$39.14       3.43/31/2027
Total    226,513   94.1%$33.47        99.6% 
Remaining Tenants  1,249  0.5   $22.52           0.4% 
Total Occupied  227,762   94.6%   
Vacant  12,907  5.4   
Total  240,669 100.0%    $33.41        100.0% 
(1)Based on the underwritten rent roll dated June 1, 2021.
(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 and % of Total Base Rent are inclusive of contractual rent steps of $648,741 through May 1, 2022.
(4)Starboard has a one-time right to terminate its lease for up to 10,000 square feet on the fifth floor effective December 31, 2025 with at least nine, but no more than 12, months’ notice.
(5)TSA has an ongoing termination option after November 30, 2021 upon at least 180 days’ notice.
(6)Franchise World Headquarters, LLC has a one-time right to terminate its lease as of November 1, 2025 upon nine months prior notice.
(7)Marriot Int’l Admin Svcs, Inc has a one-time right to terminate its lease as of March 31, 2023.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
Doral Concourse

 

Lease Rollover Schedule(1)(2)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(3)% of Base Rent Expiring(3)Cumulative Net Rentable Area ExpiringCumulative % of NRA ExpiringCumulative Base Rent ExpiringCumulative % of Base Rent Expiring
VacantNAP12,907             5.4%NAPNAP    12,9075.4%NAP          NAP
MTM & 2021000.0     $0                0.0%12,9075.4%$00.0%
2022000.0     00.0    12,9075.4%$00.0%
202328,1993.4     210,9822.8    21,1068.8%$210,9822.8%
2024110,2764.3     392,9545.2    31,38213.0%$603,9367.9%
2025250,44221.0     1,835,52824.1    81,82434.0%$2,439,46432.1%
2026370,71329.4     2,575,68333.8    152,53763.4%$5,015,14665.9%
202716,5172.7     255,0753.4    159,05466.1%$5,270,22269.3%
2028121,1118.8     772,24010.1    180,16574.9%$6,042,46279.4%
2029000.0     00.0    180,16574.9%$6,042,46279.4%
2030160,50425.1     1,567,72620.6    240,669100.0%$7,610,188100.0%
2031000.0     00.0    240,669100.0%$7,610,188100.0%
2032 and Thereafter000.0     00.0    240,669100.0%$7,610,188100.0%
Total11240,669     100.0%   $7,610,188   100.0%       
(1)Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant leases that are not considered in this rollover schedule.
(2)Based on the underwritten rent roll dated June 1, 2021.
(3)Base Rent Expiring and % of Base Rent Expiring are inclusive of contractual rent steps of $648,741 through May 1, 2022.

 

 Operating History and Underwritten Net Cash Flow
 201820192020TTM (4/30/2021)(1)Underwritten(1)Per Square Foot%(2)
Base Rent(3)$5,136,723$5,908,365$6,223,600$6,296,823$6,961,447$28.9371.8%
Rent Steps0000648,7412.706.7%
Potential Income from Vacant Space0000516,2802.155.3%
Gross Potential Rent$5,136,723$5,908,365$6,223,600$6,296,823$8,126,468$33.7783.9%
Total Reimbursements805,420870,168876,614893,3391,414,6575.8814.6%
Total Other Income1647221677011543361504891504890.631.6%
Net Rental Income$6,106,865$6,946,234$7,254,551$7,340,651$9,691,614$40.27100.0%
(Vacancy/Credit Loss)0000(516,280)(2.15)(5.3%)
Effective Gross Income$6,106,865$6,946,234$7,254,551$7,340,651$9,175,334$38.1294.7%
Total Expenses2,269,1072,346,7522,249,3622,226,6913,299,73613.7136.0%
Net Operating Income$3,837,758$4,599,483$5,005,189$5,113,960$5,875,598$24.4164.0%
Total TI/LC, RR00003352281.393.7%
Net Cash Flow$3,837,758$4,599,483$5,005,189$5,113,960$5,540,370$23.0260.4%
(1)The increase from TTM NOI to UW NOI can be attributed to in-place rent steps.
(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(3)Underwritten Base Rent is based on the in place rent roll as of June 1, 2021.

 

Property Management. The Doral Concourse Property is managed by Blanca Property Management, LLC, a Delaware limited liability company and third-party property management company.

 

Escrows and Reserves. At loan origination, the borrower deposited approximately (i) $1,096,651 into a real estate taxes reserve, (ii) $233,020 into an insurance reserve, (iii) $1,000,000 for ongoing tenant improvements and leasing commissions, and (iv) $71,568 into an unfunded tenant obligations 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 approximately $109,665).

 

Insurance Reserve – On each payment date, the borrower is required to deposit an amount equal to 1/12 of estimated insurance premiums (initially estimated at approximately $41,510).

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 Reserve – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $5,816.

 

Tenant Improvements and Leasing Commissions Reserve – The borrower is required to deposit into a tenant improvement and leasing commission reserve, on a monthly basis, an amount equal to approximately $25,700 if the balance in the tenant improvement and leasing commission reserve falls below $250,000, in which event such monthly reserve deposits will no longer be required once the balance in the tenant improvement and leasing commission reserve reaches $1,000,000.

 

Lockbox / Cash Management. The Doral Concourse Loan is structured with a springing lockbox and springing cash management. Upon the first occurrence of a Trigger Period the borrower is required to establish a lender-controlled lockbox account for the sole and exclusive benefit of the lender. Upon and after the first occurrence of a Trigger Period, the borrower is required to cause revenue received by the borrower or the property manager from the Doral Concourse Property to be deposited into such lockbox immediately upon receipt. All funds deposited into the lockbox are required during a Trigger Period to be transferred on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the Doral Concourse Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Doral Concourse Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Doral Concourse Loan, subject to the following limitations: (i) if the Trigger Period is solely on account of either a Renewal Trigger (as defined below) or a Rating Trigger (as defined below), the sweep of excess cash flow to the excess cash flow reserve account is capped at an amount equal to 12 monthly excess cash flow deposits, and in addition the borrower may deposit cash or a letter of credit with the lender in such capped amount to avoid or end the sweep of excess cash flow into the excess cash flow reserve account (in either case excess cash flow would then be disbursed to the borrower); and (ii) if the Trigger Period is solely on account of a DSCR Trigger (as defined below), the borrower may deposit cash or a letter of credit with the lender in an amount equal to six months of excess cash flow assuming the debt service coverage ratio was 1.80x, and to increase such deposit or letter of credit by the same amount each six months thereafter, to avoid or end the sweep of excess cash flow into the excess cash flow reserve account (in which case excess cash flow would then be disbursed to the borrower). Provided no event of default has occurred and is continuing, any excess cash flow funds remaining in the excess cash flow reserve account will be disbursed to the borrower upon the expiration of any Trigger Period.

 

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default, (ii) the debt service coverage ratio falling below 1.75x (a “DSCR Trigger”), and (iii) the occurrence of a Specified Tenant Trigger Period (as defined below); and (B) expiring upon (x) with regard to any Trigger Period commenced in connection with clause (i) above, the cure (if applicable) of such event of default, (y) with regard to any Trigger Period commenced in connection with clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.80x for two consecutive calendar quarters and (z) with regard to any Trigger Period commenced in connection with clause (iii) above, a Specified Tenant Trigger Period ceasing to exist in accordance with the terms of the Doral Concourse Loan documents. Notwithstanding the foregoing, a Trigger Period will not be deemed to expire in the event that a Trigger Period then exists for any other reason.

 

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur (i) any Specified Tenant being in default under the applicable Specified Tenant Lease, (ii) any Specified Tenant failing to be in actual, physical possession of the Specified Tenant space (or applicable portion thereof), failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant space (except pursuant to Starboard’s exercise of its 10,000 square foot contraction option), (iii) any Specified Tenant giving notice that it is terminating its lease for all or any portion of the Specified Tenant space (or applicable portion thereof) (except pursuant to Starboard’s exercise of its 10,000 square foot contraction option), (iv) any termination or cancellation of any Specified Tenant lease (including, without limitation, rejection in any bankruptcy or similar insolvency proceeding) and/or any Specified Tenant lease failing to otherwise be in full force and effect (except pursuant to Starboard’s exercise of its 10,000 square foot contraction option), (v) any bankruptcy or similar insolvency of any Specified Tenant, (vi) any Specified Tenant failing to extend or renew its lease on or prior to the earlier of 12 months prior to the expiration of the then applicable term of such lease or the date set forth in such lease for which the applicable Specified Tenant is required to give its renewal notice (a “Renewal Trigger”), and (vii) LVMH Moet Hennessy Louis Vuitton SE ceasing to satisfy the Credit Rating Condition (as defined below)(a “Rating Trigger”), and (B) expiring upon the earlier of satisfaction of the Specified Tenant Cure Conditions (as defined below) or the borrower leasing the entire applicable Specified Tenant space (or applicable portion thereof) in accordance with the terms of the Doral Concourse Loan documents.

 

A “Specified Tenant” means, as applicable, (i) Starboard and (ii) any other lessee(s) of the Specified Tenant space (or any portion thereof) and any guarantor(s) of the applicable related Specified Tenant lease(s).

 

A “Credit Rating Condition” means as to any entity, a condition which shall be satisfied to the extent that, as of the applicable determination, such entity maintains a long-term unsecured debt rating of at least “BBB-” from S&P and an equivalent rating from each of the other rating agencies which rate such entity.

 

The “Specified Tenant Cure Conditions” shall mean each of the following, as applicable: (i) the applicable Specified Tenant has cured all defaults under its lease, (ii) the applicable Specified Tenant is in actual, physical possession of the applicable Specified Tenant space (or applicable portion thereof), open to the public for business during customary hours and not “dark” in the applicable Specified Tenant

 

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

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Doral Concourse

 

space (or applicable portion thereof), (iii) the applicable Specified Tenant has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant Lease and has re-affirmed the applicable Specified Tenant Lease as being in full force and effect, (iv) in the event the Specified Tenant Trigger Period is due to the applicable Specified Tenant’s failure to extend or renew the applicable Specified Tenant Lease in accordance with clause (vi) of the definition of “Specified Tenant Trigger Period”, the applicable Specified Tenant has renewed or extended the applicable Specified Tenant Lease in accordance with the terms hereof and thereof for at least a five year term, (v) with respect to any applicable bankruptcy or insolvency proceedings involving the applicable Specified Tenant, the applicable Specified Tenant is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed its lease pursuant to final, non-appealable order of a court of competent jurisdiction, (vi) the applicable Specified Tenant is paying full, unabated rent under its lease, and (vii) in the event the Specified Tenant Trigger Period is due to LVMH Moet Hennessy Louis Vuitton SE ceasing to satisfy the Credit Rating Condition, LVMH Moet Hennessy Louis Vuitton SE maintains a long-term unsecured debt rating of at least “BBB-” from S&P and an equivalent rating from each of the other rating agencies that rate such entity for at least two consecutive calendar quarters.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

Future Mezzanine or Subordinate Indebtedness Permitted. From and after July 12, 2023, the direct and/or indirect equity owners of the borrower are permitted, provided no event of default under the Doral Concourse Loan documents has occurred and is continuing, to obtain mezzanine financing secured by direct or indirect equity interests in the borrower, subject to satisfaction of the applicable conditions set forth in the Doral Concourse Loan documents, including (i) the mezzanine loan is junior and subordinate to the Doral Concourse Loan, (ii) the lender’s review and approval in its reasonable discretion of the terms and conditions of the mezzanine loan including the lender thereunder and the mezzanine loan documents, (iii) the mezzanine loan has a maturity date that is co-terminus with or is after the maturity date of the Doral Concourse Loan, (iv) as of the origination of the mezzanine loan, the mezzanine loan, together with the Doral Concourse Loan, has a combined debt yield of at least 9.25%, (v) as of the origination of the mezzanine loan, the mezzanine loan, together with the then-outstanding principal balance of the Doral Concourse Loan, has a combined loan-to-value ratio of no greater than 58.20%, (vi) as of the origination of the mezzanine loan, the mezzanine loan, together with the Doral Concourse Loan, has a combined debt service coverage ratio of at least 2.75x, (vii) the lender under the mezzanine loan satisfies certain qualified lender criteria set forth in the Doral Concourse Loan documents, (viii) the mezzanine lender has entered into an intercreditor agreement with the lender under the Doral Concourse Loan satisfactory to the lender under the Doral Concourse Loan, and (ix) upon request of the lender under the Doral Concourse Loan, the borrower delivers a rating agency confirmation with respect to the mezzanine loan.

 

Partial Release. None.

 

TSA Tenant. Under federal regulations, TSA is not required to recognize a purchaser of real property as a successor landlord under a lease unless and until TSA has determined that it is in the TSA’s “best interest” and issues a novation agreement. Until such time as TSA delivers a novation agreement, TSA (a) continues to pay rent under its lease to the prior owner/seller of the Doral Concourse Property, (b) is not obligated to recognize the borrower as landlord under its lease, (c) may look to the prior landlord to perform any landlord obligations under its lease, and (d) if the lender were to become the owner of the Doral Concourse Property through foreclosure, deed-in-lieu or otherwise, absent a fully executed SNDA between TSA and the lender, is not obligated to recognize the lender as lessor. A fully executed novation agreement was not delivered at origination with respect to the Doral Concourse Property because the TSA will not entertain delivery of same until the borrower has acquired the Doral Concourse Property. At origination, (a) the borrower entered into an escrow agreement, pursuant to which the borrower (i) deposited into escrow an Assignment of Claims executed by the borrower and approving the lender’s Notice of assignment of claims, and (ii) permits the lender, upon the occurrence of a Trigger Period (as such term is defined in the mortgage loan documents), to send the notice of assignment of claims, attaching the assignment of claims, to TSA, directing TSA to thereafter pay rent to the lender and (b) the seller agreed, under the related purchase and sale agreement, to deliver all rents under the TSA lease to borrower until such time as the novation agreement is delivered. The Doral Concourse Loan documents require the borrower to deliver (a) a fully executed SNDA, (b) a novation agreement, and (c) supplemental lease agreements evidencing the terms of the applicable novation agreements within 90 days of origination. The loan is recourse for losses to the Doral Concourse and guarantor (a) for the failure of the novation agreement to be delivered to lender, (b) the failure of any rents due under the TSA lease to be delivered to borrower until such time as the novation agreement is delivered, (c) following the occurrence of a Trigger Period, the failure of any rents due under the TSA Lease to be delivered into the clearing account (or as otherwise directed by lender) as required pursuant to the terms of the Doral Concourse Loan documents, (d) following a foreclosure of the security instrument, deed-in-lieu of foreclosure, or other exercise of lender’s remedies pursuant to the terms of this agreement, the security instrument, and/or the other Doral Concourse Loan documents, the borrower’s failure to immediately deliver all revenue derived from the Doral Concourse Property with respect to TSA tenant and/or the TSA lease received by borrower or the property manager, as the case may be, and (e) if borrower, guarantor or any affiliate interferes with lender’s exercise of its rights under the TSA escrow agreement.

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:JPMCB Single Asset / Portfolio:Single Asset
Original Principal Balance:$45,000,000 Title:Fee
Cut-off Date Principal Balance:$45,000,000 Property Type - Subtype:Other – Leased Fee
% of Pool by IPB:3.3% Net Rentable Area (SF)(2):82,341
Loan Purpose:Acquisition Location:New York, NY
Borrower:909 Third Holding LLC Year Built / Renovated(2):NAP / NAP
Guarantor:Walter J. Hinneberg GMBH Occupancy:NAP
Interest Rate(1):3.18800% Occupancy Date:NAP
Note Date:6/11/2021 Number of Tenants:1
ARD Date(1):7/5/2031 Fourth Most Recent NOI(3):NAV
Maturity Date(1):5/5/2041 Third Most Recent NOI(3):NAV
Interest-only Period:120 months Second Most Recent NOI(3):NAV
Original Term:120 months Most Recent NOI(3):NAV
Original Amortization:None UW Economic Occupancy(7):100.0%
Amortization Type:Interest Only - ARD UW Revenues:$1,600,000
Call Protection:L(25),YM1(91),O(4) UW Expenses:$0
Lockbox / Cash Management:None / In Place UW NOI(4)(7):$1,600,000
Additional Debt:N/A UW NCF(4)(7):$1,600,000
Additional Debt Balance:N/A Appraised Value / Per SF(5):$192,500,000 / $2,338
Additional Debt Type:N/A Appraisal Date:2/23/2021
     
     

 

Escrows and Reserves(6) Financial Information(1)(7)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF: $547
Taxes:$0SpringingN/A Maturity Date Loan / SF: $547
Insurance:$0SpringingN/A Cut-off Date LTV: 23.4%
Replacement Reserves:$0$0N/A Maturity Date LTV: 23.4%
TI/LC:$0$0N/A UW NCF DSCR(4): 1.10x
Other:$0$0N/A UW NOI Debt Yield(4): 3.6%
        

 

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Loan Amount$45,000,00023.1% Purchase Price$192,500,00098.8%
Sponsor Equity149,810,64376.9% Closing Costs2,310,6431.2%
Total Sources$194,810,643100.0% Total Uses$194,810,643100.0%
(1)The 909 Third Avenue Fee Loan (as defined below) is structured with an ARD (as defined below) of July 5, 2031 and a final maturity date of May 5, 2041. After the ARD, the interest rate will be revised to the greater of (i) 5.18800%, (ii) the 10-year swap yield as of the ARD plus 3.65000%, subject to a cap of 8.18800% and (iii) the default rate, when applicable, pursuant to the 909 Third Avenue Fee Loan documents. The Mortgage Loan Information and Financial Information presented in the tables above are calculated based on the ARD.
(2)Net Rentable Area (SF) reflects square footage attributable to the parcel of land which serves as collateral for the 909 Third Avenue Fee Loan. The improvements (which do not serve as collateral for the 909 Third Avenue Fee Loan) consist of a 32-story, Class A office building comprised of an above grade gross building area of 1,321,050 square feet. The related leasehold improvements were built in 1967 and altered between 2011 and 2014.
(3)Historical financials are not provided for as the leased fee nature of the collateral requires only an annual contractual ground lease payment with no accompanying expenses. Historical financials for the leasehold improvements are not provided for as the ground lessee is under no contractual obligation to provide financial reporting to the leased fee owner.
(4)UW NOI, UW NCF, UW NCF DSCR and UW NOI Debt Yield are reflective of the contractual ground lease payments and do not account for any income attributable to the leasehold improvements. According to the loan sponsor, based on the leasehold cash flow, UW NOI, UW NCF, UW NCF DSCR and UW NOI Debt Yield would significantly exceed such amounts attributable to the contractual ground lease payments.
(5)Appraised Value / Per SF is reflective of the Lease Fee value of the 909 Third Avenue Fee property, exclusive of any and all value attributable to the leasehold improvements. The fee simple land value, as determined by the appraiser as of February 23, 2021 absent the contractual ground lease in-place, was approximately $603.9 million with a projected land value in November 2063 (upon expiration of the in-place ground lease) of approximately $921.8 million.
(6)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” herein.
(7)While the 909 Third Avenue Fee 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 909 Third Avenue Fee Loan more severely than assumed in the underwriting of the 909 Third Avenue Fee 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.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
909 Third Avenue Fee

 

The Loan. The 909 Third Avenue Fee mortgage loan (the “909 Third Avenue Fee Loan”) is secured by a first mortgage lien on the borrower’s leased fee interest in an 82,341 square foot parcel located in Midtown East Manhattan, New York. The 909 Third Avenue Fee property is improved with a 32-story, Class A office building (which does not serve as collateral for the 909 Third Avenue Fee Loan). The leasehold improvements were completed in 1967 and are comprised of an above grade gross building area of 1,321,050 square feet. The 909 Third Avenue Fee Loan has a 10-year term through the anticipated repayment date of July 5, 2031 (the “ARD”). From origination until the ARD, the 909 Third Avenue Fee Loan accrues at the rate of 3.18800%. From and after the ARD, through and including May 5, 2041 (the “Maturity Date”), the interest rate will be revised to the greater of (i) 5.18800%, (ii) the 10-year swap yield as of the ARD plus 3.65000%, subject to a cap of 8.18800% and (iii) the default rate, when applicable, pursuant to the 909 Third Avenue Fee Loan documents (the “Revised Interest Rate”). Each monthly debt service payment paid by the borrower after the ARD will be applied to the payment of interest computed at the initial interest rate. The differences between the interest accrued at the Revised Interest Rate and the initial interest rate, if not paid on the applicable payment date, will be deferred and paid on the Maturity Date to the extent not sooner paid by the borrower. From and after the ARD, the borrower will be required to make payments in reduction of the outstanding principal balance of the 909 Third Avenue Fee Loan and accrued interest as set forth in the “Lockbox / Cash Management” description herein.

 

The Borrower. The borrower is 909 Third Holding LLC, a Delaware limited liability company, which is a single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 909 Third Avenue Fee Loan.

 

The Loan Sponsor. The loan sponsor is the Walter J. Hinneberg Company. The Walter J. Hinneberg Company is a German company founded in 1958 and run by Christian Hinneberg and Walter Jr. Hinneberg. Christian Hinneberg and Walter Jr. Hinneberg are successful ship brokers and real estate investors. The non-recourse carveout guarantor is Walter J. Hinneberg GMBH. The guarantor’s liability under the recourse guaranty and the environmental indemnity is limited to a maximum aggregate amount of $25,000,000.00 (the “Guarantor Liability Cap”); provided, however, that any costs and expenses incurred by lender (including reasonable attorney’s fees and costs) in connection with the enforcement of the recourse guaranty and the environmental indemnity and the collection of amounts due thereunder is not subject to the Guarantor Liability Cap.

 

The Property. The 909 Third Avenue Fee property is an 82,341 square foot leased fee parcel located in Midtown East Manhattan, New York. The leasehold improvements built atop the 909 Third Avenue Fee property are comprised of a 32-story, Class A office building totaling an above grade gross building area of 1,321,050 square feet. The leasehold improvements were constructed in 1967 and altered between 2011 and 2014.

 

The 909 Third Avenue Fee property is ground leased to 909 Third Company, L.P., an affiliate of Vornado Realty Trust (“Vornado”). Vornado is a fully-integrated real estate investment trust with a concentration on commercial assets and a strategy of growing its position in New York City office and Manhattan high street retail with approximately 2,899 employees as of December 31, 2020. Additionally, Vornado held approximately 28.6 million square feet of real estate across 79 properties in New York alone as of December 31, 2020. As of March 31, 2021, Vornado had approximately $16.1 billion in assets.

 

The ground lease term commenced on April 7, 1966, and Vornado exercised its first renewal option under the lease which commenced on December 1, 2018 and will expire on May 31, 2041. Vornado has one additional renewal option of 22.5 years for a term expiring on November 30, 2063. There are no escalations; ground rent will remain at $1,600,000 through the end of the second renewal term. Vornado must provide notice of renewal at least two years prior to the May 31, 2041 expiration date.

 

COVID-19 Update. As of July 20, 2021, the leasehold improvements built atop the 909 Third Avenue Fee property are open and operating. There has been no rent relief requested and Vornado is current with respect to all contractual ground rent obligations. As of July 20, 2021, the 909 Third Avenue Fee is not subject to any modification or forbearance requests. The first payment date is scheduled for August 5, 2021. 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.

 

Historical and Current Occupancy(1)
201820192020Current
NAPNAPNAPNAP
(1)The ground lease term commenced on April 7, 1966, and Vornado exercised its first renewal option under the lease which commenced on December 1, 2018 and will expire on May 31, 2041. Vornado has one additional renewal option of 22.5 years for a term expiring on November 30, 2063.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
909 Third Avenue Fee

 

 Tenant Summary(1)
TenantTenant TypeRatings
Moody’s/Fitch/S&P(2)
Net Rentable Area (SF)% of
Total NRA
Base Rent PSF(3)% of Total
Base Rent(3)
Lease
Expiration Date(4)
909 Third Company, L.P. c/o Vornado Realty TrustLeased FeeBaa2 / BBB / BBB-82,341100.0%$19.43100.0%11/30/2063
Total  82,341100.0%$19.43100.0% 
(1)Based on the underwritten rent roll.
(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 and % of Total Base Rent are reflective of contractual ground lease payments, exclusive of any rents attributable to the leasehold improvements.
(4)The Lease Expiration Date represents the expiration date of Vornado’s second renewal term of 22.5 years. Vornado has already exercised its first renewal option, which is set to expire on May 31, 2041.

 

Lease Rollover Schedule(1)
YearNumber of Leases ExpiringNet Rentable Area Expiring% of NRA ExpiringBase Rent Expiring(2)% of Base Rent Expiring(2)Cumulative NRA ExpiringCumulative % of NRA ExpiringCumulative Base Rent Expiring(2)Cumulative % of Base Rent Expiring(2)
VacantNAP00.0%NAPNAP00.0%NAPNAP
MTM & 2021000.0%$00.0%00.0%$00.0%
2022000.0%00.0%00.0%$00.0%
2023000.0%00.0%00.0%$00.0%
2024000.0%00.0%00.0%$00.0%
2025000.0%00.0%00.0%$00.0%
2026000.0%00.0%00.0%$00.0%
2027000.0%00.0%00.0%$00.0%
2028000.0%00.0%00.0%$00.0%
2029000.0%00.0%00.0%$00.0%
2030000.0%00.0%00.0%$00.0%
2031000.0%00.0%00.0%$00.0%
2032 & Thereafter(3)182,341100.0%1,600,000100.0%82,341100.0%$1,600,000100.0%
Total182,341100.0%$1,600,000100.0%    
(1)Based on the underwritten rent roll.

(2)Base Rent Expiring, % of Base Rent Expiring, Cumulative Base Rent Expiring and Cumulative % of Base Rent Expiring are reflective of contractual ground lease payments, exclusive of any rents attributable to the leasehold improvements.
(3)The lease expiration date represents the expiration date of Vornado’s second renewal term of 22.5 years. Vornado has already exercised its first renewal option, which is set to expire on May 31, 2041.

 

Underwritten Net Cash Flow(1)
 UnderwrittenPSF%
Rents in Place$1,600,000$19.43100.0%
Gross Potential Rent$1,600,000$19.43100.0%
Effective Gross Income$1,600,000$19.43100.0%
Total Expenses00.000.0%
Net Operating Income$1,600,000$19.43100.0%
TI/LC00.000.0%
Capital Expenditures00.00 0.0%
Net Cash Flow$1,600,000$19.43100.0%
(1)Historical financials are not provided for as the leased fee nature of the collateral requires only an annual contractual ground lease payment with no accompanying expenses. Historical financials for the leasehold improvements are not provided for as the ground lessee is under no contractual obligation to provide financial reporting to the Leased Fee owner.

 

The Market. The 909 Third Avenue Fee property is located within the Turtle Bay neighborhood of Manhattan’s Community District 6, which runs from East 14th to East 59th Street, east of Lexington Avenue (extending to Madison Avenue between East 34th and 40th Street) to the East River. In addition to Turtle Bay, this district includes Stuyvesant Town, Peter Cooper Village, Beekman Place, Kips Bay, Sutton Place, Tudor City, Turtle Bay, the United Nations and portions of Murray Hill and Gramercy Park. According to the appraisal, the 909 Third Avenue Fee property is located near multiple transportation options, providing accessibility to the Downtown office and commercial centers, the rest of Midtown and the outer boroughs. Nearby subways facilitate access to various transportation hubs, including Grand Central Terminal, the Long Island Railroad, the JFK Airtrain and the Port Authority Bus Terminal.

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
909 Third Avenue Fee

 

The appraiser identified three comparable properties with land sales prices ranging from $3,092 to $10,763 per square foot. Based on the land sale comparables, the appraiser concluded a market value of $603.9 million for the 909 Third Avenue Fee property (if unencumbered by the ground lease currently in-place), approximately 213.7% higher than the $192,500,000 purchase price which is largely reflective of the discounted value of contractual ground rent through the term of the ground lease.

 

Sales Comparables(1)
Property AddressSize (SF)Buildable Area (SF)Sale PriceSale Price PSFSale Price per
Buildable SF

909 Third Avenue,

New York, NY

82,3411,321,050$192,500,000$2,337.84$145.72
131-141 East 47th Street,
New York, NY
10,545153,370113,500,00010,763.29740.04
678-688 Lexington Avenue,
New York, NY
13,196164,03797,460,2077,385.35594.14
646-662 Eleventh Avenue,
New York, NY
30,121150,60993,125,0003,091.70618.32
Total / Wtd. Avg.(2)53,863154,439$98,176,112$5,645.58$649.73
(1)Source: Appraisal.

(2)Total / Wtd. Avg. does not include the 909 Third Avenue Fee property.

 

Property Management. There is no manager in place with respect to the 909 Third Avenue Fee property. If the ground lease is not in full force and effect, the borrower is required to enter into a management agreement with a qualified manager under the 909 Third Avenue Fee Loan documents.

 

Escrows and Reserves. At loan origination, the borrower was not required to deposit reserves.

 

Tax Reserve – On each monthly payment date, the borrower is required to deposit into a real estate tax reserve 1/12 of the estimated annual real estate taxes, unless the ground lessee pays such taxes in compliance with the ground lease and no event of default is continuing. As of the origination date, the ground lessee was paying taxes in compliance with the ground lease.

 

Insurance Reserve – On each monthly payment date, the borrower is required to deposit into an insurance reserve 1/12 of estimated insurance premiums, unless the ground lessee maintains insurance in compliance with the ground lease. As of the origination date, the ground lessee was maintaining insurance in compliance with the ground lease.

 

Lockbox / Cash Management. The 909 Third Avenue Fee Loan is not structured with a lockbox account. The borrower was required at loan origination to establish a cash management account. Pursuant to the tenant direction letter delivered to the ground lessee at loan origination, the ground lessee is required to deposit all rents from the ground lease into the cash management account and the borrower is required to deposit all amounts received by it into the cash management account within two business days after receipt thereof. Prior to the ARD, (a) all funds in the cash management account are required to be applied in accordance with the 909 Third Avenue Fee Loan documents with remaining funds to be disbursed to the borrower; (b) during the continuance of a Cash Sweep Event (as defined below), any excess cash flow remaining after satisfaction of the waterfall items outlined in the 909 Third Avenue Fee Loan documents is required to be swept to a lender-controlled account to be held as additional collateral for the 909 Third Avenue Fee Loan; and (c) provided no event of default is continuing, following a Cash Sweep Event Cure (as defined below), remaining funds in the excess cash flow account will be disbursed to the borrower. After the ARD, any excess cash flow remaining after satisfaction of the waterfall items outlined in the 909 Third Avenue Fee Loan documents is required to be paid to the lender to repay the outstanding principal and the accrued interest due under the 909 Third Avenue Fee Loan documents.

 

A “Cash Sweep Period” means each period commencing on the occurrence of a Cash Sweep Event and continuing until the earlier of (i) the payment date next occurring following the related Cash Sweep Event Cure or (ii) payment in full of all principal and interest on the 909 Third Avenue Fee Loan.

 

A “Cash Sweep Event” means the occurrence of (a) an event of default, (b) any bankruptcy action of the borrower, or (c) the date that is one month prior to the ARD (the “ARD Trigger”).

 

A “Cash Sweep Event Cure” means (i) with respect to clause (a) above, the acceptance by the lender of a cure of such event of default and (ii) with respect to clause (b) above if the Cash Sweep Event is caused solely by an involuntary non-collusive bankruptcy action of borrower, if such bankruptcy action is dismissed within 30 days; provided, (A) no event of default has occurred and is continuing under the 909 Third Avenue Fee Loan documents, (B) a Cash Sweep Event Cure may occur no more than a total of four times in the aggregate during the term of the 909 Third Avenue Fee Loan, (C) the borrower must pay all of the lender’s reasonable expenses incurred in connection with such Cash Sweep Event Cure including reasonable attorney’s fees and expenses, and (D) the borrower has no right to cure a Cash Sweep Event caused by a bankruptcy action of the borrower. A Cash Sweep Period which is caused by (or continues to exist) because of the occurrence of an ARD Trigger is not capable of being cured.

 

Current Mezzanine or Subordinate Indebtedness. None.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
909 Third Avenue Fee

 

Future Mezzanine or Secured Subordinate Indebtedness Permitted. In connection with an assumption of the 909 Third Avenue Fee Loan, the transferee is entitled to incur a single tier of mezzanine indebtedness upon the satisfaction of certain conditions, including, without limitation, (a) delivery of a rating agency confirmation, (b) the debt service coverage ratio must not be less than 1.10x, (c) the debt yield must not be less than 3.60%, and (d) the loan-to-value ratio must not be greater than 23.40%.

 

Partial Release. None.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B28
 
College Point

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
College Point

 

 

 

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
College Point

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:GSMC Single Asset / Portfolio:Single Asset
Original Principal Balance(1):$40,000,000 Title:Fee
Cut-off Date Principal Balance(1):$40,000,000 Property Type - Subtype:Retail - Anchored
% of Pool by IPB:2.9% Net Rentable Area (SF):331,130
Loan Purpose:Recapitalization Location:College Point, NY
Borrower:CP Property Owner LLC Year Built / Renovated:1998 / NAP
Guarantor:The Related Companies, L.P. Occupancy:100.0%
Interest Rate:3.56600% Occupancy Date:6/4/2021
Note Date:6/15/2021 Number of Tenants:5
Maturity Date:7/6/2031 Fourth Most Recent NOI:$5,710,380 (December 31, 2018)
Interest-only Period:120 months Third Most Recent NOI:$5,647,668 (December 31, 2019)
Original Term:120 months Second Most Recent NOI:$5,685,202 (December 31, 2020)
Original Amortization:None Most Recent NOI:$5,641,161 (TTM March 31, 2021)
Amortization Type:Interest Only UW Economic Occupancy(4):95.2%
Call Protection(2):L(25),D(91),O(4) UW Revenues:$8,899,157
Lockbox / Cash Management:Hard  / Springing UW Expenses:$3,964,950
Additional Debt(1):Yes UW NOI(4):$4,934,206
Additional Debt Balance(1):$30,000,000 UW NCF(4):$4,585,671
Additional Debt Type(1):Pari Passu Appraised Value / Per SF:$117,000,000 / $353
   Appraisal Date:4/19/2021
    
     
Escrows and Reserves(3) Financial Information(1)(4)
 InitialMonthlyInitial Cap  Whole Loan
Taxes:$0SpringingN/A Cut-off Date Loan / SF:$211 
Insurance:$0SpringingN/A Maturity Date Loan / SF:$211 
Replacement Reserves:$0$0N/A Cut-off Date LTV:59.8% 
TI/LC:$0$17,936N/A Maturity Date LTV:59.8% 
     UW NCF DSCR:1.81x 
     UW NOI Debt Yield:7.0% 
       
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total   
Whole Loan$70,000,000100.0% Return of Equity$65,525,98593.6%   
    Loan Payoff4,088,5945.8%   
    Closing Costs385,4210.6%   
Total Sources$70,000,000100.0% Total Uses$70,000,000100.0%  
(1)The College Point Loan (as defined below) is part of a whole loan evidenced by two pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $70.0 million. The Financial Information in the chart above reflects the Cut-off Date Balance of the College Point Whole Loan (as defined below).

(2)The defeasance lockout period, with respect to a defeasance of the College Point Whole Loan, will be at least 25 payment dates beginning with and including the first payment date on August 6, 2021. Defeasance of the full $70.0 million College Point Whole Loan is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) June 15, 2024.

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

(4)While the College Point 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 College Point Whole Loan more severely than assumed in the underwriting of the College Point 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.

 

The Loan. The College Point loan (the “College Point Loan”) is part of a whole loan consisting of two pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $70.0 million (the “College Point Whole Loan”). The College Point Loan evidenced by the controlling Note A-1, had an original balance and has an outstanding balance as of the Cut-off Date of $40.0 million. The non-controlling Note A-2 had an original balance and has an outstanding balance as of the Cut-off Date of $30.0 million.

  

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT 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 2021-B28
 
College Point

 

The College Point Whole Loan was originated by Goldman Sachs Bank USA on June 15, 2021. The College Point Whole Loan has a 10-year interest only term and accrues interest at a fixed rate of 3.56600% per annum. The College Point Whole Loan proceeds were used to recapitalize the College Point Property (as defined below), return equity to the borrower and pay origination costs.

 

The College Point Whole Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The scheduled maturity date of the College Point Whole Loan is the due date in July 2031. Voluntary prepayment of the College Point Whole Loan in whole (but not in part) is permitted on or after the due date occurring in April 2031 without payment of any prepayment premium. Defeasance of the College Point Whole Loan in whole (but not in part) is permitted after the date that is earlier of (i) two years from the closing date of the securitization that includes the last note to be securitized and (ii) June 15, 2024.

 

The table below summarizes the promissory notes that comprise the College Point Whole Loan. The relationship between the holders of the College Point 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.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
A-1$40,000,000$40,000,000 Benchmark 2021-B28Yes
A-2$30,000,000$30,000,000 GSBI(1)No
Whole Loan$70,000,000$70,000,000   
(1)Expected to be contributed to one or more future securitization trusts.

 

The Borrower. The borrower is CP Property Owner LLC, a Delaware limited liability company. The borrower is structured to be a single purpose bankruptcy-remote entity, having one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the College Point Whole Loan.

 

The Loan Sponsor. The loan sponsor is a principal of The Related Companies, L.P. (“Related”) and the non-recourse carveout guarantor is The Related Companies, L.P., which is wholly owned, directly and indirectly, by a principal of the borrower. Related is an American privately owned real estate firm based in New York City with offices and major developments in Boston, Chicago, Los Angeles, Las Vegas, Miami / West Palm Beach, San Francisco, Abu Dhabi and London. Related manages a $60 billion real estate portfolio of assets owned or under development across 78,500 residential units and 30 million square feet of commercial space.

 

COVID-19 Update. The first debt service payment on the College Point Whole Loan is due in August 2021 and, as of July 22, 2021, the College Point Whole Loan is not subject to any forbearance, modification or debt service relief request. According to the borrower sponsor, approximately 98% of rent was collected in May and June.

 

The Property. The College Point Property is a 331,130 square foot anchored retail center located on approximately 25 acres in College Point, New York and includes on-grade parking for 1,544 vehicles (the “College Point Property”). The College Point Property’s tenants include Target, TJ Maxx, BJ’s, P.C. Richard & Son, and Buffalo Wild Wings. The College Point Property is situated within a larger strip of big box retailers which include ShopRite, PetCo, Old Navy, Bob’s Discount Furniture and Starbucks and is readily accessible via Interstate 678.

 

Major Tenants.

 

Target (139,896 square feet; 42.2% of NRA; 16.6% of U/W Base Rent): Target is an international company with more than 350,000 team members around the world. Minneapolis-based Target Corporation (NYSE: TGT) is one of North America’s largest discount retailers; serving guests at over 1,900 stores and on Target.com. Target is a Fortune 50 company that generated more than $90 billion in annual revenue in 2020. Target’s lease at the College Point Property commenced in July 1998 and expires in July 2023. Target’s lease has four, five-year extension options and one, three-year and 10-month extension option.

 

BJ’s Wholesale Club (“BJ’s”) (119,500 square feet; 36.1% of NRA; 36.4% of U/W Base Rent): BJ’s is a leading warehouse club operator on the East Coast of the United States, which offers to its