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JPMBB Commercial Mortgage Securities Trust 2015-C28

Filed: 23 Mar 15, 8:00pm
  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-190246-13
   
 
 
Dated March 23, 2015
JPMBB 2015-C28
 
Free Writing Prospectus
Structural and Collateral Term Sheet
 
JPMBB 2015-C28
   
 
$1,142,791,698
 (Approximate Mortgage Pool Balance)
 
$1,002,907,000
(Approximate Offered Certificates)
 
J.P. Morgan Chase Commercial Mortgage Securities Corp.
Depositor
   
 
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2015-C28
   
 
JPMorgan Chase Bank, National Association
Barclays Bank PLC
KeyBank National Association
Starwood Mortgage Funding II LLC
MC-Five Mile Commercial Mortgage Finance LLC
Redwood Commercial Mortgage Corporation
Mortgage Loan Sellers
 
J.P. Morgan
Co-Lead Manager and
Joint Bookrunner
 
Barclays
Co-Lead Manager and
Joint Bookrunner
 
KeyBanc Capital Markets
Co-Manager
 
Drexel Hamilton
Co-Manager
 
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.
 
 
 

 
 
Dated March 23, 2015
JPMBB 2015-C28
 
This material is for your information, and none of J.P. Morgan Securities LLC (“JPMS”), Barclays Capital Inc. (“Barclays”), KeyBanc Capital Markets Inc. (“KeyBanc”) or Drexel Hamilton, LLC (“Drexel”) (each individually, an “Underwriter”, and together, the ‘‘Underwriters’’) is 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. 333-190246) 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 trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site 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 1 (866) 400-7834 or by emailing cmbs-prospectus@jpmorgan.com.
 
Neither this document nor anything contained in this document shall form the basis for any contract or commitment whatsoever.  The information contained in this document is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale.  These materials are subject to change, completion or amendment from time to time.
 
This document has been prepared by the Underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Directive 2003/71/EC (as amended) and/or Part VI of the Financial Services and Markets Act 2000 as amended or other offering document.
 
The attached information contains certain tables and other statistical analyses (the “Computational Materials”) that have been prepared in reliance upon information furnished by the Mortgage Loan Sellers.  Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected in this document.  The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice.  You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these certificates.  Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods.  In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the Computational Materials.  The specific characteristics of the certificates may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials.  The principal amount and designation of any certificate described in the Computational Materials are subject to change prior to issuance. None of the Underwriters nor any of their respective affiliates make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the certificates.
 
This information is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change.
 
This document contains forward-looking statements.  Those statements are subject to certain risks and uncertainties that could cause the success of collections and the actual cash flow generated to differ materially from the information set forth in this document.  While such information reflects projections prepared in good faith based upon methods and data that are believed to be reasonable and accurate as of their dates, the issuer 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 issuer’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.
 
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.  PROSPECTIVE INVESTORS SHOULD UNDERSTAND THAT, WHEN CONSIDERING THE PURCHASE OF THESE CERTIFICATES, A CONTRACT OF SALE WILL COME INTO BEING NO SOONER THAN THE DATE ON WHICH THE RELEVANT CLASS OF CERTIFICATES HAS BEEN PRICED AND THE UNDERWRITERS HAVE CONFIRMED THE ALLOCATION OF CERTIFICATES TO BE MADE TO INVESTORS; ANY “INDICATIONS OF INTEREST” EXPRESSED BY ANY PROSPECTIVE INVESTOR, AND ANY “SOFT CIRCLES” GENERATED BY THE UNDERWRITERS, WILL NOT CREATE BINDING CONTRACTUAL OBLIGATIONS FOR SUCH PROSPECTIVE INVESTORS, ON THE ONE HAND, OR THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE OTHER HAND.
 
AS A RESULT OF THE FOREGOING, A PROSPECTIVE INVESTOR MAY COMMIT TO PURCHASE CERTIFICATES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND EACH PROSPECTIVE INVESTOR IS ADVISED THAT ALL OR A PORTION OF THE CERTIFICATES REFERRED TO IN THESE MATERIALS MAY BE ISSUED WITHOUT ALL OR CERTAIN OF THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS.  EACH UNDERWRITER’S OBLIGATION TO SELL CERTIFICATES TO ANY PROSPECTIVE INVESTOR IS CONDITIONED ON THE CERTIFICATES AND THE TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS.  IF THE UNDERWRITERS DETERMINE THAT A CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTOR WILL BE NOTIFIED, AND NEITHER THE DEPOSITOR NOR THE UNDERWRITERS WILL HAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THE CERTIFICATES THAT SUCH PROSPECTIVE INVESTOR HAS COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY OR OBLIGATION BETWEEN THE UNDERWRITERS, THE DEPOSITOR OR ANY OF THEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVE INVESTOR, ON THE OTHER HAND, AS A CONSEQUENCE OF THE NON-DELIVERY.
 
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 JPMBB 2015-C28
 
Indicative Capital Structure
 
Publicly Offered Certificates
Class 
Expected Ratings
(Moody’s / KBRA /
Morningstar)
 
Approximate Initial
Certificate Balance
or Notional
Amount(1)
Approximate Initial Credit Support(2)
 
Expected Weighted
Avg. Life
(years)(3)
 
Expected Principal Window(3)
 
Certificate Principal to
Value Ratio(4)
 
Underwritten
NOI Debt Yield(5)
A-1 Aaa(sf) / AAA(sf) / AAA $35,258,000 30.000% 2.79 5/15-1/20 44.2% 14.1%
A-2 Aaa(sf) / AAA(sf) / AAA $163,954,000 30.000% 4.84 1/20-4/20 44.2% 14.1%
A-3 Aaa(sf) / AAA(sf) / AAA $150,000,000 30.000% 9.63 11/24-1/25 44.2% 14.1%
A-4 Aaa(sf) / AAA(sf) / AAA $379,976,000 30.000% 9.83 1/25-3/25 44.2% 14.1%
A-SB Aaa(sf) / AAA(sf) / AAA $70,766,000 30.000% 7.26   1/20-11/24 44.2% 14.1%
X-A Aa1(sf) / AAA(sf) / AAA 
$878,521,000(6)
 N/A N/A N/A N/A N/A
X-B NR / AAA(sf) / AAA 
$70,218,000(6)
 N/A N/A N/A N/A N/A
A-S(7)(8)
 Aa1(sf) / AAA(sf) / AAA $78,567,000 23.125% 9.89 3/25-3/25 48.6% 12.9%
B(7)(8)
 NR / AA-(sf) / AA- $70,218,000 16.981% 9.89 3/25-3/25 52.5% 11.9%
C(7)(8)
 NR / A-(sf) / A- $54,168,000 12.241% 9.89 3/25-3/25 55.5% 11.3%
EC(7)(8)(9)
 NR / A-(sf) / A- $202,953,000 12.241% 9.89 3/25-3/25 55.5% 11.3%
 
Privately Offered Certificates(10)
Class 
Expected Ratings
(Moody’s / KBRA /
Morningstar)
 
Approximate Initial
Certificate Balance
or Notional
Amount(1)
Approximate Initial Credit Support(2)
 
Expected Weighted
Avg. Life
(years)(3)
 
Expected Principal Window(3)
 
Certificate Principal to
Value Ratio(4)
 
Underwritten
NOI Debt Yield(5)
X-C NR / AAA(sf) / AAA 
$54,168,000(6)
 N/A N/A N/A N/A N/A
X-D NR / BBB-(sf) / AAA 
$54,005,000(6)
 N/A N/A N/A N/A N/A
X-E NR / BB-(sf) / AAA 
$27,149,000(6)
 N/A N/A N/A N/A N/A
X-F NR / B(sf) / AAA 
$14,639,000(6)
 N/A N/A N/A N/A N/A
X-NR NR / NR / AAA 
$44,091,697(6)
 N/A N/A N/A N/A N/A
D NR / BBB-(sf) / BBB- $54,005,000 7.515% 9.94 3/25-4/25 58.5% 10.7%
E NR / BB-(sf) / BB- $27,149,000 5.139% 9.98 4/25-4/25 60.0% 10.4%
F NR / B(sf) / B $14,639,000 3.858% 9.98 4/25-4/25 60.8% 10.3%
NR NR / NR / NR $44,091,697 0.000% 9.98 4/25-4/25 63.2% 9.9%
(1)In the case of each such Class, subject to a permitted variance of plus or minus 5%.
(2)The credit support percentages set forth for Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates represent the approximate initial credit support for the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates in the aggregate.
(3)
Assumes 0% CPR / 0% CDR and a April 23, 2015 closing date. Based on modeling assumptions as described in the Free Writing Prospectus dated March 23, 2015 (the “Free Writing Prospectus”).
(4)
The “Certificate Principal to Value Ratio” for any Class (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans, multiplied by (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates. The Class A-1, Class A-2, Class A-3, Class A-4 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 (other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates) is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage loans and (b) the total initial Certificate Balance of all of the Classes of Principal Balance Certificates divided by the total initial Certificate Balance for such Class and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.
(6)The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR Notional Amounts are defined in the Free Writing Prospectus.
(7)
A holder of Class A-S, Class B and Class C Certificates (the “Exchangeable Certificates”) may exchange such Classes of Certificates (on an aggregate basis) for a related amount of Class EC Certificates, and Class EC Certificates may be exchanged for a ratable portion of each class of Exchangeable Certificates.
(8)
The initial Certificate Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without giving effect to any exchange. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of such Class that could be issued in an exchange. See “Exchangeable Certificates and the Class EC Certificates” below.
(9)Although the Class EC Certificates are listed below the Class C Certificates in the chart, the Class EC Certificates’ payment entitlements and subordination priority will be a result of the payment entitlements and subordination priority at each level of the related component classes of Class A-S, Class B and Class C Certificates. For purposes of determining the Approximate Initial Credit Support, Certificate Principal to Value Ratio and Underwritten NOI Debt Yield for Class EC Certificates, the calculation is based on the aggregate initial Certificate Balance of Class A-S, Class B and Class C Certificates as if they were a single class.
(10)The Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class Z and Class R Certificates are not being offered by the Free Writing Prospectus and this Term Sheet. The Class Z and Class R Certificates are not shown above.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Summary of Transaction Terms
 
Securities Offered:$1,002,907,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
 
Co-Lead Managers
and Joint Bookrunners:
J.P. Morgan Securities LLC and Barclays Capital Inc.
 
Co-Managers:KeyBanc Capital Markets Inc. and Drexel Hamilton, LLC

Mortgage Loan Sellers:
Barclays Bank PLC (“Barclays”) (25.1%), JPMorgan Chase Bank, National Association (“JPMCB”) (24.5%), KeyBank National Association (“KeyBank”) (16.9%), JPMCB/Barclays (13.1%), Starwood Mortgage Funding II LLC (“SMF II”) (11.1%), MC-Five Mile Commercial Mortgage Finance LLC (“MC-Five Mile”) (6.6%) and Redwood Commercial Mortgage Corporation (“RCMC”) (2.7%).
 
Master Servicer:
Wells Fargo Bank, National Association (“Wells Fargo”).
 
Special Servicer:
Torchlight Loan Services, LLC (“Torchlight”).
 
Directing Certificateholder:Torchlight Investors, LLC.
 
Trustee:Wilmington Trust, National Association.
 
Certificate Administrator:Wells Fargo Bank, National Association.
 
Senior Trust Advisor:Pentalpha Surveillance LLC.
 
Rating Agencies:
Moody’s Investors Service, Inc. (“Moody’s”), Kroll Bond Rating Agency, Inc. (“KBRA”) and Morningstar Credit Ratings, LLC (“Morningstar”).
 
Pricing Date:On or about March 31, 2015.
 
Closing Date:On or about April 23, 2015.
 
Cut-off Date:With respect to each mortgage loan, the related due date in April 2015, or with respect to any mortgage loan that has its first due date in May 2015, the date that would otherwise have been the related due date in April 2015.
 
Distribution Date:
The 4th business day after the Determination Date in each month, commencing in May 2015.
 
Determination Date:
11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in May 2015.
 
Assumed Final Distribution Date:The Distribution Date in April 2025, which is the latest anticipated repayment date of the Certificates.
 
Rated Final Distribution Date:The Distribution Date in October 2048.
 
Tax Treatment:The Publicly Offered Certificates are expected to be treated as REMIC regular interests for U.S. federal income tax purposes.
 
Form of Offering:
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C and Class EC Certificates will be offered publicly (the “Publicly Offered Certificates”).  The Class X-C, Class X-D, Class X-E, Class X-F, Class X-NR, Class D, Class E, Class F, Class NR, Class Z and Class R Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors and to institutions that are not U.S. Persons pursuant to Regulation S.
 
SMMEA Status:The Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
 
ERISA:The Publicly Offered Certificates are expected to be ERISA eligible.
 
Optional Termination:1.0% clean-up call.
 
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 and Markit.
 
Risk Factors:
THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE “RISK FACTORS” SECTION OF THE FREE WRITING 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 JPMBB 2015-C28
 
Collateral Characteristics
 
Loan Pool 
 
Initial Pool Balance (“IPB”):
$1,142,791,698
 Number of Mortgage Loans:67
 Number of Mortgaged Properties:122
 Average Cut-off Date Balance per Mortgage Loan:$17,056,593
 Weighted Average Current Mortgage Rate:4.25783%
 10 Largest Mortgage Loans as % of IPB:51.5%
 
Weighted Average Remaining Term to Maturity(1):
109 months
 Weighted Average Seasoning:2 months
   
Credit Statistics 
 
Weighted Average UW NCF DSCR(2):
1.88x
 
Weighted Average UW NOI Debt Yield(2):
9.9%
 
Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(3):
63.2%
 
Weighted Average Maturity Date LTV(1)(2)(3):
56.9%
   
Other Statistics 
 % of Mortgage Loans with Additional Debt:37.5%
 % of Mortgaged Properties with Single Tenants:13.6%
   
Amortization 
 
Weighted Average Original Amortization Term(4):
353 months
 
Weighted Average Remaining Amortization Term(4):
353 months
 % of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon:39.9%
 % of Mortgage Loans with Interest-Only:24.0%
 % of Mortgage Loans with Amortizing Balloon:23.4%
 % of Mortgage Loans with Interest-Only followed by ARD-Structure:12.2%
 
% of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon followed by ARD-Structure(5):
0.5%
   
Cash Management(6)
 
 % of Mortgage Loans with In-Place, CMA Lockboxes:47.5%
 % of Mortgage Loans with In-Place, Hard Lockboxes:36.0%
 % of Mortgage Loans with Springing Lockboxes:12.3%
 % of Mortgage Loans with No Lockbox:2.2%
 % of Mortgage Loans with In-Place, Soft Lockboxes:1.9%
   
Reserves 
 % of Mortgage Loans Requiring Monthly Tax Reserves:69.0%
 % of Mortgage Loans Requiring Monthly Insurance Reserves:38.3%
 
% of Mortgage Loans Requiring Monthly CapEx Reserves(7):
74.9%
 
% of Mortgage Loans Requiring Monthly TI/LC Reserves(8):
52.8%
 
(1)In the case of Loan Nos. 3, 9, 10 and 45 each with an anticipated repayment date, as of the related anticipated repayment date.
(2)
In the case of Loan Nos. 1, 4, 6, 7, 12 and 15, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan.  In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans. 
(3)
In the case of Loan Nos. 2, 36 and 61, the Cut-off Date LTV and the Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Free Writing Prospectus for additional details.
(4)Excludes eight mortgage loans that are interest-only for the entire term or until the anticipated repayment date, as applicable.
(5)In the case of Loan No. 45, the mortgage loan has an ARD feature with an anticipated repayment date of February 1, 2025, with an increase in the interest rate equal to the greater of (i) 6.60000% per annum or (ii) the 10 year treasury rate plus 250 basis points, until the final maturity date of October 1, 2035. Upon the anticipated repayment date, if the mortgage loan is not paid off in full, the monthly debt service payment will be a fully amortizing monthly payment of principal and interest calculated based on (i) a loan amount equal to the then outstanding principal balance as of the anticipated repayment date, (ii) an applicable interest rate and (iii) a loan term commencing on the anticipated repayment date and ending on the maturity date.
(6)
For a detailed description of Cash Management, refer to “Description of the Mortgage Pool – Lockbox Accounts” in the Free Writing Prospectus.
(7)CapEx Reserves include FF&E reserves for hotel properties.
(8)Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by retail, industrial, office 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 JPMBB 2015-C28
 
Collateral Characteristics
 
Mortgage Loan Seller
 
Number of
Mortgage Loans
 
Number of Mortgaged Properties
 
Aggregate
Cut-off Date
Balance
 
% of
IPB
Barclays 19 38 $286,465,440 25.1%
JPMCB 10 13 280,019,592 24.5
KeyBank 17 37 193,430,106 16.9
JPMCB / Barclays(1)
 1 1 150,000,000 13.1
SMF II 7 10 127,138,497 11.1
MC-Five Mile 9 17 75,437,351 6.6
RCMC 4 6 30,300,712 2.7
Total: 67 122 $1,142,791,698 100.0%
(1)
JPMorgan Chase Bank, National Association and Barclays Bank PLC, along with two other lenders each co-originated 25% of one mortgage loan in the combined principal amount of $1,200,000,000, identified as “Houston Galleria” on Annex A-1 to the Free Writing Prospectus, and all references to “Houston Galleria” refer to the total mortgage loan sold to the trust by both of these mortgage loan sellers. The principal balance of the portion of the mortgage loan included in this trust is $150,000,000, representing approximately 13.1% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, and is evidenced by two components of debt, each comprised of two pari passu notes sold to the trust by each of JPMorgan Chase Bank, National Association and Barclays Bank PLC.

Ten Largest Mortgage Loans
 
No.Loan Name 
Mortgage
Loan Seller
 
No.
of Prop.
 
Cut-off
Date
Balance
 % of IPB 
SF/
Rooms
 Property Type 
UW
NCF
DSCR(1)
 
UW NOI
Debt
Yield(1)
 
Cut-off
Date
LTV(1)(2)
 
Maturity Date
LTV(1)(2)
1Houston Galleria JPMCB / Barclays 1 $150,000,000 13.1% 1,212,006 Retail 3.38x 11.6% 35.1% 35.1%
2The Shops at Waldorf Center JPMCB 1 $78,000,000 6.8% 497,529 Retail 1.35x 8.4% 69.0% 62.8%
3333 North Central Avenue Barclays 1 $71,500,000 6.3% 249,012 Office 1.92x 10.0% 65.0% 65.0%
4One Campus Martius SMF II 1 $50,000,000 4.4% 965,078 Office 2.54x 12.1% 66.5% 66.5%
5Aspen Heights Starkville KeyBank 1 $46,000,000 4.0% 958 Multifamily 1.33x 8.2% 74.0% 64.5%
6The Club Row Building JPMCB 1 $45,000,000 3.9% 365,819 Office 1.58x 7.7% 62.0% 62.0%
7Shaner Hotels Portfolio JPMCB 4 $42,090,000 3.7% 605 Hotel 1.83x 11.1% 68.8% 58.8%
8Lofts & Legends Apartment Portfolio Barclays 2 $37,975,000 3.3% 859 Multifamily 1.32x 8.0% 77.5% 70.6%
9Walgreens Net Lease Portfolio III KeyBank 8 $34,287,252 3.0% 117,645 Retail 1.81x 7.8% 69.9% 69.9%
10Walgreens Net Lease Portfolio IV KeyBank 8 $33,247,566 2.9% 115,123 Retail 1.81x 7.8% 69.3% 69.3%
                    
 Top 3 Total/Weighted Average 3 $299,500,000 26.2%     2.50x 10.4% 51.1% 49.5%
 Top 5 Total/Weighted Average 5 $395,500,000 34.6%     2.37x 10.3% 55.7% 53.4%
 Top 10 Total/Weighted Average 28 $588,099,818 51.5%     2.14x 9.8% 60.1% 57.4%
(1)  
In the case of Loan Nos. 1, 4, 6, and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loans. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan. In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans.  The UW NCF DSCR for the senior tranche of the Houston Galleria Mortgage Loan, including the related Houston Galleria pari passu Companion Loan, is 4.15x.
(2)  
In the case of Loan No. 2, the Cut-off Date LTV and Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” in the Free Writing Prospectus for additional information.
 
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 JPMBB 2015-C28
 
Collateral Characteristics
 
Pari Passu Note Loan Summary
 
No.
Loan Name
 
Trust Cut-
off Date Balance
 
Pari Passu Loan Cut-off Date
Balance
 
Total Mortgage Loan Cut-
off Date Balance
 
Controlling
Pooling &
Servicing
Agreement
 
Master Servicer
 
Special Servicer
 
Voting Rights
1
Houston Galleria(1)
 $150,000,000 $734,000,000 $884,000,000 Houston Galleria Mall Trust 2015-HGLR KeyBank Pacific Life Insurance Co. Houston Galleria Mall Trust 2015-HGLR
4One Campus Martius $50,000,000 $75,000,000 $125,000,000 JPMBB 2015-C27 Midland LNR Partners JPMBB 2015-C27
6The Club Row Building $45,000,000 $110,000,000 $155,000,000 JPMBB 2015-C27 Midland LNR Partners JPMBB 2015-C27
7Shaner Hotels Portfolio $42,090,000 $35,000,000 $77,090,000 JPMBB 2015-C27 Midland LNR Partners JPMBB 2015-C27
12Horizon Outlet Shoppes Portfolio $28,000,000 $26,675,000 $54,675,000 JPMBB 2015-C28 Wells Fargo Torchlight JPMBB 2015-C28
15Renaissance New Orleans Portfolio $23,837,918 $19,503,751 $43,341,670 JPMBB 2015-C28 Wells Fargo Torchlight JPMBB 2015-C28
(1)  In the case of Loan No. 1, the Pari Passu Loan Cut-off Date Balance is the approximate aggregate outstanding principal balance of  two companion loans, each of which is pari passu with respect to one tranche of the Houston Galleria Mortgage Loan (each such companion loan being comprised of four pari passu notes).
 
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 JPMBB 2015-C28
 
Collateral Characteristics
 
Additional Debt Summary(1)
 
  No.
Loan Name
Trust
Cut-off
Date
Balance
Subordinate
Debt
Cut-off Date Balance
Total Debt
Cut-off Date Balance
Mortgage
Loan
 UW NCF
DSCR(2)
Total
Debt
UW
NCF
DSCR
Mortgage
Loan
Cut-off
Date
LTV(2)(3)
Total
Debt
Cut-off
Date
LTV(3)
Mortgage
Loan UW
NOI Debt
Yield(2)
Total
Debt
UW NOI
Debt
Yield
 
  1Houston Galleria$150,000,000$316,000,000$1,200,000,0003.38x2.32x35.1%47.7%11.6%8.5% 
  2The Shops at Waldorf Center$78,000,000$10,000,000$88,000,0001.35x1.08x69.0%77.8%8.4%7.4% 
  6The Club Row Building$45,000,000$25,000,000$180,000,0001.58x1.27x62.0%72.0%7.7%6.6% 
  7Shaner Hotels Portfolio$42,090,000$12,510,000$89,600,0001.83x1.44x68.8%80.0%11.1%9.6% 
  9Walgreens Net Lease Portfolio III$34,287,252$9,786,720$44,073,9721.81x1.54x69.9%89.8%7.8%6.1% 
  10Walgreens Net Lease Portfolio IV$33,247,566$9,489,959$42,737,5251.81x1.55x69.3%89.1%7.8%6.1% 
  14Marriott - Chattanooga$24,100,000$3,900,000$28,000,0001.80x1.42x68.9%80.0%11.0%9.4% 
  17The Legacy at Traditions$21,750,000$2,900,000$24,650,0001.37x1.11x74.7%84.7%8.1%7.1% 
(1)  
In the case of Loan Nos. 2, 7, 9, 10, 14 and 17, subordinate debt represents mezzanine loans. In the case of Loan No. 6, subordinate debt represents a B-Note. In the case of Loan No. 1, the loan is comprised of (i) a mortgage loan (evidenced by two tranches of debt, each comprised of two pari passu notes with an aggregate original principal balance of $150.0 million), (ii) two pari passu companion loans (each comprised of four pari passu notes with an aggregate original principal balance of $734.0 million and (iii) three subordinate companion loans (each comprised of four pari passu notes with an aggregate original principal balance of $316.0 million).
(2)  
In the case of Loan Nos. 1, 6 and 7, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI Debt Yield and Mortgage Loan Cut-off Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI Debt Yield and Mortgage Loan Cut-off Date LTV calculations exclude the Subordinate Companion Loan.  In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans.  The UW NCF DSCR for the senior tranche of the Houston Galleria Mortgage Loan, including the related Houston Galleria pari passu Companion Loan, is 4.15x.
(3)  
In the case of Loan No. 2, the Cut-off Date LTV is calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Competition” in the Free Writing Prospectus for additional information.
 
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 JPMBB 2015-C28
 
Collateral Characteristics
 
Mortgaged Properties by Type(1)
 
     Weighted Average
  Property Type Property SubtypeNumber of Properties
Cut-off Date Principal
Balance
% of
IPB
Occupancy
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(2)(3)(4)
  RetailSuper Regional Mall1$150,000,00013.1% 98.3%3.38x11.6%35.1%35.1%
 Freestanding48132,752,35411.6 100.0%1.74x8.8%66.4%61.6%
 Anchored6114,815,25710.0 91.4%1.41x9.0%68.8%61.2%
 Regional Mall131,850,0002.897.8%1.76x11.0%63.7%55.4%
 Outlet Center328,000,0002.586.7%1.42x9.6%62.6%53.4%
 Shadow Anchored423,603,2612.1100.0%1.46x9.2%72.9%59.9%
 Single Tenant413,890,1101.2100.0%1.97x9.6%60.9%58.2%
 Subtotal:67$494,910,98343.3%96.6%2.14x9.9%57.2%52.4%
          
  MultifamilyGarden11$106,910,4799.4%95.7%1.44x9.2%71.1%62.0%
 Student383,975,0007.396.5%1.33x8.1%75.6%67.3%
 Subtotal:14$190,885,47916.7%96.0%1.39x8.7%73.0%64.3%
          
  HotelFull Service7$96,670,3638.5%72.7%1.68x10.7%64.9%55.8%
 Extended Stay447,966,4204.281.1%1.86x11.4%66.3%54.1%
 Limited Service432,894,9902.976.4%1.90x11.8%66.0%54.1%
 Subtotal:15$177,531,772  15.5%75.7%1.77x11.1%65.5%55.0%
          
  OfficeCBD3$166,500,000 14.6%98.9%2.01x10.0%64.6%64.6%
 Medical26,640,0000.696.6%1.81x10.3%65.0%60.2%
 Subtotal:5$173,140,000 15.2%98.8%2.01x10.0%64.7%64.5%
          
  Self StorageSelf Storage13$47,268,854  4.1%89.1%1.79x10.9%64.1%53.7%
          
  Mixed UseOffice/Retail/Parking1$24,221,581  2.1%77.6%1.33x9.4%70.2%57.0%
 Industrial/Retail/Office17,989,5890.791.3%1.35x  10.2%69.5%55.5%
 Retail/Office15,493,1170.581.8%1.36x8.7%67.8%54.5%
 Subtotal:3$37,704,286   3.3%81.1%1.34x9.5%69.7%56.3%
          
  IndustrialFlex2$11,594,3691.0%94.1%1.45x9.4%69.7%55.8%
 Warehouse/Distribution14,162,5000.4100.0%1.41x9.3%75.0%61.9%
 Warehouse13,196,1890.3100.0%1.83x  11.5%64.9%52.6%
 Subtotal:4$18,953,0571.7%96.4%1.51x9.8%70.1%56.6%
          
  Manufactured Housing  Manufactured Housing1$2,397,2660.2%91.1%1.90x12.2%57.4%46.7%
          
 Total / Weighted Average:122$1,142,791,698100.0%92.8%1.88x9.9%63.2%56.9%
(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, 4, 6, 7, 12 and 15, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan. In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans. 
(3)
In the case of Loan Nos. 2, 36 and 61, the Cut-off Date LTV and the Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Free Writing Prospectus for additional details.
(4)In the case of Loan Nos. 3, 9, 10 and 45, each of which has an anticipated repayment date, Maturity Date LTV is as of the related anticipated repayment date.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Collateral Characteristics
 
(MAP)
 
Mortgaged Properties by Location(1)
 
    
Weighted Average
  State
Number of Properties
Cut-off Date
Principal
Balance
% of
IPB
Occupancy
UW
NCF DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date LTV(2)(3)(4)
  Texas11$266,722,78723.3%97.3%2.52x10.4%51.3%47.8% 
  California15109,883,7459.693.2%1.70x10.6%64.1%54.8% 
  Maryland178,000,0006.889.5%1.35x8.4%69.0%62.8% 
  New York1277,899,5886.896.9%1.50x8.7%64.0%58.4% 
  Mississippi374,222,4336.589.7%1.34x8.7%72.8%61.8% 
  Arizona171,500,0006.3100.0%1.92x10.0%65.0%65.0% 
  Michigan352,245,6864.699.9%2.49x12.0%66.5%65.7% 
  Tennessee541,066,2123.683.7%1.80x9.7%69.1%63.1% 
  Wisconsin532,501,5632.895.2%1.62x8.7%66.1%61.5% 
  Indiana528,675,4152.582.0%1.84x10.8%63.2%53.3% 
  Louisiana526,687,9182.380.7%1.63x9.9%60.6%56.6% 
  Massachusetts224,975,0002.287.5%1.69x10.2%68.9%58.9% 
  Florida624,563,6102.189.2%1.69x10.3%69.6%59.6% 
  Georgia424,561,0202.185.4%2.00x12.8%67.4%52.8% 
  Missouri521,894,5981.993.3%1.80x9.5%66.0%60.3% 
  Illinois421,848,0281.9100.0%1.66x9.2%65.3%59.8% 
  Virginia320,000,0001.890.8%1.83x10.9%60.1%51.8% 
  North Carolina319,840,6761.787.7%1.69x10.3%71.1%61.3% 
  Connecticut413,835,4861.292.8%1.72x9.5%64.4%55.0% 
  Rhode Island113,529,5141.262.3%1.83x11.1%68.8%58.8% 
  Washington212,861,1431.188.2%1.43x9.3%66.1%54.8% 
  Kentucky312,765,9161.1100.0%1.81x7.8%69.9%69.9% 
  Alabama412,227,4751.191.4%1.71x9.3%67.2%61.2% 
  Minnesota212,057,4461.187.2%1.69x10.5%70.9%59.9% 
  Alaska19,500,0000.856.7%1.45x11.8%69.3%44.2% 
  Pennsylvania48,860,0000.8100.0%1.95x10.3%62.1%54.7% 
  West Virginia18,500,0000.789.7%1.35x9.2%74.6%68.1% 
  New Jersey17,100,0000.690.3%1.36x9.1%73.2%58.4% 
  South Carolina35,875,0170.5100.0%1.42x9.6%70.2%55.3% 
  Arkansas13,891,4260.3100.0%1.81x7.8%69.3%69.3% 
  Idaho13,639,6590.393.0%1.37x8.4%74.3%59.9% 
  Kansas11,060,3380.1100.0%1.30x9.3%65.1%47.5% 
  Total / Weighted Average:122$1,142,791,698100.0% 92.8%1.88x9.9%63.2%56.9% 
(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, 4, 6, 7, 12 and 15, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan. In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans. 
(3)
In the case of Loan Nos. 2, 36 and 61, the Cut-off Date LTV and the Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Free Writing Prospectus for additional details.
(4)
In the case of Loan Nos. 3, 9, 10 and 45, each of which has an anticipated repayment date, Maturity Date LTV is as of the related anticipated repayment date.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Collateral Characteristics
 
Cut-off Date Principal Balance
 
    
Weighted Average
Range of Principal BalancesNumber of Loans
Cut-off Date Principal
Balance
% of
IPB
Mortgage Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
$1,598,028-$9,999,99939$213,444,768  18.7%4.35605%1161.59x10.2%67.3%55.8%
$10,000,000-$19,999,9999122,288,81610.74.45072%1101.64x10.5%65.9%54.3%
$20,000,000-$24,999,9997159,108,29613.94.43849%1081.64x9.7%67.0%59.3%
$25,000,000-$49,999,9998298,449,81826.14.33454%1171.60x8.8%68.7%63.2%
$50,000,000-$150,000,0004349,500,00030.63.98260%982.51x10.6%53.3%51.9%
Total / Weighted Average:67$1,142,791,698  100.0%4.25783%1091.88x9.9%63.2%56.9%
 
Mortgage Interest Rates
 
    
Weighted Average
Range of
Mortgage Interest Rates
Number of Loans
Cut-off Date Principal
Balance
% of
IPB
Mortgage Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
3.30699%-4.40000%48$743,362,725   65.0%4.04257%1181.94x9.6%61.9%56.1%
4.40001%-4.60000%11252,287,088   22.14.53380%1011.81x10.6%66.5%58.6%
4.60001%-4.80000%380,889,285    7.14.75799%671.90x10.1%65.2%63.8%
4.80001%-5.00000%336,952,600   3.24.95083%751.59x10.5%60.7%54.1%
5.00001%-5.25000%229,300,000   2.65.08782%1201.43x11.0%66.5%47.2%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
 
Original Term to Maturity/ARD in Months(1)
 
    
Weighted Average
Original Term to
Maturity/ARD in Months
Number of Loans
Cut-off Date Principal
Balance
% of
 IPB
Mortgage Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
605$168,035,990  14.7%4.70765%582.00x10.6%64.4%62.9%
8425,098,028     0.44.69327%841.32x9.4%65.6%55.6%
12060969,657,67984.84.17758%1181.87x9.8%63.0%55.8%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
          
Remaining Term to Maturity/ARD in Months(1)
 
    
Weighted Average
Remaining Term to Maturity/ARD in MonthsNumber of Loans
Cut-off Date Principal
Balance
% of
 IPB
Mortgage Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
57-605$168,035,990 14.7%4.70765%582.00x10.6%64.4%62.9%
61-12062974,755,708    85.34.18028%1181.86x9.8%63.0%55.8%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
(1)In the case of Loan Nos. 3, 9, 10 and 45, each of which has an anticipated repayment date, Remaining Loan Term, Original Term To Maturity/ARD, Remaining Term to Maturity/ARD and Maturity Date LTV are as of the related anticipated repayment date.
(2)
In the case of Loan Nos. 1, 4, 6, 7, 12 and 15, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan. In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans. 
(3)
In the case of Loan Nos. 2, 36 and 61, the Cut-off Date LTV and the Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Free Writing 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 JPMBB 2015-C28
 
Collateral Characteristics
 
Original Amortization Term in Months
 
    
Weighted Average
Original
Amortization
Term in Months
Number of LoansCut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
Interest Only8$412,784,818  36.1%4.03383%1012.50x10.2%54.3%54.3%
240214,766,817  1.34.93257%981.37x11.2%71.3%50.6%
300750,251,950  4.44.57973%1171.64x11.4%64.8%48.2%
36050664,988,11358.24.35756%1141.53x9.6%68.4%59.3%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
 
Remaining Amortization Term in Months
 
    
Weighted Average
Remaining
Amortization
Term in Months
Number of LoansCut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
Interest Only8$412,784,818   36.1%4.03383%1012.50x10.2%54.3%54.3%
239-240214,766,817  1.34.93257%981.37x11.2%71.3%50.6%
241-299526,951,950  2.44.22853%1181.84x12.2%64.8%47.2%
300 36052688,288,11360.24.37883%1141.53x9.7%68.3%58.9%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
 
Amortization Types
 
    
Weighted Average
Amortization TypesNumber of LoansCut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
IO-Balloon25$456,525,499   39.9%4.29486%1181.51x 9.3%69.8%61.5%
Interest Only5273,750,00024.03.79667%1072.82x 10.9%47.8%47.8%
Balloon33267,781,38123.44.54333%1071.59x 10.6%65.6%52.9%
ARD-Interest Only3139,034,81812.24.50079%881.87x 8.9%67.2%67.2%
ARD-IO-Balloon(4)
15,700,000     0.54.10000%1181.41x 8.2%62.8%57.1%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x 9.9%63.2%56.9%
 
Underwritten Net Cash Flow Debt Service Coverage Ratios(2)
 
    
Weighted Average
Underwritten Net Cash Flow
Debt Service Coverage
Ratios
Number of LoansCut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining Loan
 Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
1.22x-1.35x14$249,807,839   21.9%4.30594%1171.32x8.5%71.4%63.0%
1.36x-1.45x12119,193,78610.44.47204%1191.40x9.4%68.4%56.1%
1.46x-1.55x12104,314,407  9.14.42582%1051.51x9.6%69.3%59.6%
1.56x-1.65x680,058,991  7.04.33568%1181.60x8.8%63.4%58.7%
1.66x-1.80x6102,598,273  9.04.39062%1071.75x10.7%65.3%56.8%
1.81x-2.00x10229,475,90620.14.51042%991.86x10.0%66.6%62.2%
2.01x-3.38x7257,342,49622.53.74140%1072.97x11.8%46.4%45.0%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
(1)In the case of Loan Nos. 3, 9, 10 and 45, each of which has an anticipated repayment date, Remaining Loan Term, Original Term To Maturity/ARD, Remaining Term to Maturity/ARD and Maturity Date LTV are as of the related anticipated repayment date.
(2)
In the case of Loan Nos. 1, 4, 6, 7, 12 and 15, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan. In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans. 
(3)
In the case of Loan Nos. 2, 36 and 61, the Cut-off Date LTV and the Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Free Writing Prospectus for additional details.
(4)In the case of Loan No. 45, the mortgage loan has an ARD feature with an anticipated repayment date of February 1, 2025, with an increase in the interest rate equal to the greater of (i) 6.60000% per annum or (ii) the 10 year treasury rate plus 250 basis points, until the final maturity date of October 1, 2035. Upon the anticipated repayment date, if the mortgage loan is not paid off in full, the monthly debt service payment will be a fully amortizing monthly payment of principal and interest calculated based on (i) a loan amount equal to the then outstanding principal balance as of the anticipated repayment date, (ii) an applicable interest rate and (iii) a loan term commencing on the anticipated repayment date and ending on the maturity date.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Collateral Characteristics
 
LTV Ratios as of the Cut-off Date(1)(2)
 
    
Weighted Average
Range of Cut-off Date LTVsNumber
of Loans
Cut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(3)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
 LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
35.1%-59.9%9$220,760,165   19.3%3.63123%1142.95x   11.4%42.0%40.7%
60.0%-64.9%13193,337,16516.94.45083%1101.64x9.9%62.7%55.7%
65.0%-69.9%25500,641,96943.84.44674%1031.74x9.8%67.7%61.1%
70.0%-77.5%20228,052,39920.04.28603%1171.38x8.8%74.2%64.3%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
 
LTV Ratios as of the Maturity Date(1)(2)(3)
 
    
Weighted Average
Range of
Maturity Date/ARD LTVs
Number
of
Loans
Cut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
35.1%-44.9%4$168,072,056   14.7%3.45095%1193.21x  11.7%37.4%35.7%
45.0%-49.9%970,658,389  6.24.57801%1191.79x  12.0%62.9%48.2%
50.0%-54.9%11115,753,00210.14.46559%1081.58x  10.2%63.7%53.0%
55.0%-59.9%17248,244,274 21.74.40619%1121.71x  10.3%66.1%57.5%
60.0%-64.9%17268,929,15923.54.29517%1171.41x8.5%69.8%62.7%
65.0%-70.6%9271,134,81823.74.41298%911.84x9.4%69.8%67.6%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
 
Prepayment Protection
 
    
Weighted Average
Prepayment ProtectionNumber
of
Loans
Cut-off Date Principal Balance
% of
 IPB
Mortgage
 Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
  Defeasance54$805,229,844   70.5%4.18132%1142.03x10.4%61.7%54.8%
  Yield Maintenance12313,723,93627.54.40008%1021.54x8.9%67.3%62.4%
  None123,837,918  2.14.97000%571.54x9.9%60.7%56.2%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
 
Loan Purpose
 
    
Weighted Average
Loan PurposeNumber
of
Loans
Cut-off Date Principal Balance
% of
IPB
Mortgage
Rate
Remaining Loan
Term(1)
UW
NCF
DSCR(2)
UW
NOI
DY(2)
Cut-off
Date
LTV(2)(3)
Maturity
Date
LTV(1)(2)(3)
  Refinance51$783,694,155   68.6%4.20142%1151.89x10.1%61.7%53.6%
  Acquisition15354,935,04331.14.38269%981.89x9.6%66.4%64.1%
  Recapitalization14,162,500  0.44.23000%1191.41x9.3%75.0%61.9%
Total / Weighted Average:67$1,142,791,698 100.0%4.25783%1091.88x9.9%63.2%56.9%
(1) 
In the case of Loan Nos. 1, 4, 6, 7, 12 and 15, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan. In the case of Loan Nos. 1 and 6, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan. In the case of Loan No. 1, the UW NCF DSCR reflects the aggregate debt service payment of both tranches of debt comprising the Houston Galleria Mortgage Loan and both related Houston Galleria pari passu Companion Loans. 
(2)
In the case of Loan Nos. 2, 36 and 61, the Cut-off Date LTV and the Maturity Date LTV are calculated using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool – Assessments of Property Value and Condition” in the Free Writing Prospectus for additional details.
(3)In the case of Loan Nos. 3, 9, 10 and 45, each of which has an anticipated repayment date, Remaining Loan Term, Original Term To Maturity/ARD, Remaining Term to Maturity/ARD and Maturity Date LTV are as of the related anticipated repayment date.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Collateral Characteristics
 
Previous Securitization History(1)
 
No.Loan NameLocationProperty TypePrevious Securitization
1Houston GalleriaHouston, TXRetailJPMCC 2005-LDP5, JPMCC 2006-CIBC14
7Shaner Hotels PortfolioVarious, VariousHotelGSMS 2006-GG6
12Horizon Outlet Shoppes PortfolioVarious, VariousRetailWBCMT 2006-C23
16
Diede Self Storage Portfolio(2)
Various, CASelf StorageMLCFC 2006-3
19.03Tractor Supply – West Hanover, PAWest Hanover, PARetailBSCMS 2006-T24
21Toll House HotelLos Gatos, CAHotelMLFT 2006-1
23.01
Teaberry Greene Townhomes(3)
Fishersville, VAMultifamilyBSCMS 2006-PW13, MSC 2007-T25, BSCMS 2007-PW17
25Sunkist Shopping CenterLa Puente, CARetailLBUBS 2005-C2
28Advenir at Casa BellaCharlotte, NCMultifamilyFNA 2013-M12
33Dunbar Village PlazaDunbar, WVRetailUBSC 2011-C1
34.01La Porte Self StorageLa Porte, TXSelf StorageMSC 2006-HQ8
386 Industrial WayEatontown, NJIndustrialJPMCC 2005-LDP3
42Village at ThrashersBothell, WARetailBACM 2005-2
43Compass Self Storage PortfolioVarious, GASelf StorageMSC 2005-HQ6
44Bank of America – Avenue UBrooklyn, NYRetailBACM 2006-2
54Timbercreek ApartmentsSpartanburg, SCMultifamilyMLCFC 2007-8
59StaxUp Self Storage – MenifeeMenifee, CASelf StorageCOMM 2005-LP5
618915 Rosedale HighwayBakersfield, CARetailJPMCC 2007-LDPX
65Shady Grove MHCHuntsville, ALManufactured HousingJPMCC 2005-LDP3
(1)  The table above represents the properties for which the previously existing debt was most recently securitized, based on information provided by the related borrower or obtained through searches of a third-party database.
(2)  In the case of Loan No. 16, Diede Self Storage Portfolio, one Industrial property, Loan No. 16.03 Armor Struxx, was not included in the MLCFC 2006-3 securitization.
(3)  The mortgaged loan identified on Annex A-1 as “Teaberry Greene Townhomes and Creative Wonders” is secured by a portfolio of two mortgaged properties.  The mortgaged property identified as “Teaberry Greene Townhomes” was previously securitized in three transactions: BSCMS 2006-PWR13, MSC 2007-T25 and BSCMS 2007-PW17, and such mortgaged property was referred to in such securitizations as “Teaberry Greene Townhomes”, “Trillium Townhomes” and “Trillium Townhomes Phase II”, respectively.  The mortgaged property in the portfolio identified on Annex A-1 as “Creative Wonders” has not previously been securitized.
 
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 JPMBB 2015-C28
 
Class A-2(1)
 
No.
Loan Name
Location
Cut-off Date Balance
% of IPB
Maturity/ARD Balance
% of
Certificate Class(2)
Original Loan
Term
Remaining Loan Term
UW
NCF
DSCR
UW NOI
Debt
Yield
Cut-off
Date LTV Ratio
Maturity Date/ARD LTV Ratio
3333 North Central AvenuePhoenix, AZ$71,500,000   6.3%$71,500,00043.660601.92x10.0%65.0%65.0%
4One Campus MartiusDetroit, MI50,000,000   4.450,000,00030.5 60572.54x12.1%66.5%66.5%
15Renaissance New Orleans
Portfolio
New Orleans, LA23,837,918   2.122,053,86413.5 60571.54x9.9%60.7%56.2%
21Toll House HotelLos Gatos, CA17,431,255   1.516,026,7739.8 60571.66x10.2%58.1%53.4%
48Kings Road ApartmentsFreeport, TX5,266,817   0.54,373,1762.7 60591.22x10.1%74.8%62.1%
Total / Weighted Average: $168,035,990   14.8%$163,953,813100.060582.00x10.6%64.4%62.9%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the principal balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Free Writing Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date 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 is allowed under the terms of any mortgage loan.  See Annex A-1 to the Free Writing Prospectus.
(2)Reflects the percentage equal to the Maturity/ARD 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 SheetJPMBB 2015-C28
  
Structural Overview
    
 Accrual:Each Class of Certificates (other than the Class R and Class Z Certificates) will accrue interest on a 30/360 basis. The Class R Certificates will not accrue interest. On each Distribution Date, any excess interest collected in respect of any mortgage loan in the trust with an anticipated repayment date during the related due period will be distributed to the holders of the Class Z Certificates.
    
 Distribution of Interest:
On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R  and Class Z Certificates) at the applicable pass-through rate will be distributed in the following order of priority to the extent of available funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F and Class X-NR 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 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-SB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR certificates on each Distribution Date will be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), (iii) the lesser of a specified fixed pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage.
    
   The pass-through rate for the Class X-A Certificates for any Distribution Date will equal 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-SB and Class A-S Certificates, weighted on the basis of their respective Certificate Balances immediately prior to that Distribution Date and calculated without giving effect to any exchange and conversion of any Class A-S Certificates for Class EC Certificates.
    
   The pass-through rate for the Class X-B Certificates for any Distribution Date will equal 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 of the Class B Certificates for that Distribution Date.
    
   The pass-through rate for the Class X-C Certificates for any Distribution Date will equal 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 of the Class C Certificates for that Distribution Date.
    
   The pass-through rate for the Class X-D Certificates for any Distribution Date will equal 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 of the Class D Certificates for that Distribution Date.
    
   The pass-through rate for the Class X-E Certificates for any Distribution Date will equal 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 of the Class E Certificates for that Distribution Date.
    
   The pass-through rate for the Class X-F Certificates for any Distribution Date will equal 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
 
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 SheetJPMBB 2015-C28
  
Structural Overview
    
   twelve 30-day months), over (b) the pass-through rate on the Class F Certificates for that Distribution Date.
    
   The pass-through rate for the Class X-NR certificates for any Distribution Date will equal 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 of the Class NR certificates for that Distribution Date.
    
   The Class EC Certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest otherwise distributable on the portion of Exchangeable Certificates that have been converted in an exchange for such Class EC Certificates.
    
   On each Distribution Date, any excess interest collected in respect of any mortgage loan in the trust with an anticipated repayment date during the related due period will be distributed to the holders of the Class Z Certificates.
    
   
See “Description of the Certificates—Distributions” in the Free Writing Prospectus.
    
 Distribution of Principal:On any Distribution Date prior to the Cross-Over Date, payments in respect of principal of the Certificates will be distributed first, to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to the planned principal balance for the related Distribution Date set forth in Annex E to the Free Writing Prospectus, second, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, third, to the Class A-2 Certificates, until the Certificate Balance of such Class is reduced to zero, fourth, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero, fifth, to the Class A-4 Certificates, until the Certificate Balance of such Class is reduced to zero, sixth, to the Class A-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 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 principal of the Certificates will be distributed first, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, on a pro rata basis, based on the Certificate Balance of each such Class until the Certificate Balance of each such Class is reduced to zero and then, to the Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.
    
   
The “Cross-Over Date” means the Distribution Date on which the aggregate Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F and Class NR Certificates (without giving effect to any exchange of the Exchangeable Certificates for Class EC Certificates) have been reduced to zero (after taking into account any allocation of realized losses on the mortgage loans (exclusive of any related companion loan) to such Classes on or prior to such date). If Exchangeable Certificates are converted in an exchange for Class EC Certificates, all principal that would otherwise be distributable to such converted Exchangeable Certificates will be distributed to such Class EC Certificates.
    
   
The Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F 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 allocated to Certificates that are components of the Class X-A Certificates’ notional amount (the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB and Class A-S Certificates (determined without giving effect to any exchange and conversion of any Class A-S Certificates for Class EC 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 allocated to Certificates that are components of the Class X-B Certificates’ notional amount (the Certificate Balance of the Class B Certificates (determined without giving effect to any exchange and conversion of any Class B
 
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 SheetJPMBB 2015-C28
  
Structural Overview
    
   Certificates for Class EC Certificates)), the notional amount of the Class X-C Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses allocated to Certificates that are components of the Class X-C Certificates’ notional amount (the Certificate Balance of the Class C Certificates (determined without giving effect to any exchange and conversion of any Class C Certificates for Class EC 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 allocated to the Certificates that are components of the Class X-D Certificates’ notional amount (the Certificate Balance of the Class D Certificates), the notional amount of the Class X-E Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses allocated to the Certificates that are components of the Class X-E Certificates’ notional amount (the Certificate Balance of the 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 allocated to the Certificates that are components of the Class X-F Certificates’ notional amount (the Certificate Balance of the Class F Certificates) and the notional amount of the Class X-NR Certificates will be reduced by the aggregate amount of principal distribution, realized losses and trust fund expenses allocated to the Certificates that are components of the Class X-NR Certificates’ notional amount (the Certificate Balance of the Class NR Certificates).
    
 
Exchangeable Certificates
and the Class EC Certificates:
A holder of Class A-S, Class B and Class C Certificates (the “Exchangeable Certificates”) may exchange and convert such Classes of Certificates (on an aggregate basis) for a related amount of Class EC Certificates, and Class EC Certificates may be exchanged and converted for a ratable portion of each Class of Exchangeable Certificates.
    
   The initial Certificate Balance of a Class of Exchangeable Certificates represents the principal balance of such Class without giving effect to any exchange and conversion for Class EC Certificates. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of such Class that could be issued in an exchange. In the event that no Exchangeable Certificates are exchanged and converted for Class EC Certificates, the Class EC Certificate Balance would be equal to zero. Any exchange of (a) a portion of the Exchangeable Certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of a proportionate share of each related component Class of the Exchangeable Certificates and an increase, on a dollar-for-dollar basis, of the Certificate Balance of the Class EC Certificates, and (b) any amount of the Class EC Certificates will result in a conversion and reduction, on a dollar-for-dollar basis, of the Certificate Balance of the Class EC Certificates and an increase, on a dollar-for-dollar basis, of a proportionate share of the related Certificate Balances of each Class of Certificates that are components of the Exchangeable Certificates.
    
   The Class EC Certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest otherwise distributable on the portion of Exchangeable Certificates that have been exchanged and converted for such Class EC Certificates.
    
   If an exchange and conversion has occurred, the Class EC Certificates received in such exchange will be entitled to receive on each Distribution Date distributions equal to the aggregate amount of Interest Distribution Amounts, Accrued Interest From Recoveries, distributions of principal, Yield Maintenance Charges and reimbursements of Collateral Support Deficits that would be distributable to the Exchangeable Certificates that were exchanged and converted for such Class EC Certificates.
    
   If an exchange and conversion has occurred, the Class EC Certificates received in such exchange and conversion will be allocated the aggregate amount of Collateral Support Deficits, Net Prepayment Interest Shortfalls and other interest shortfalls (including those resulting from Appraisal Reduction Events) that would be allocated to the Exchangeable Certificates that were exchanged and converted for such Class EC Certificates.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
  
Structural Overview
        
 
Yield Maintenance / Fixed
Penalty Allocation:
For  purposes  of the  distribution of Yield  Maintenance  Charges on any Distribution Date, Yield Maintenance Charges collected in respect of the mortgage loans will first be allocated pro rata between four groups (based on the 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-SB, Class X-A and Class A-S Certificates (calculated without giving effect to any exchange and conversion of Class A-S Certificates for Class EC Certificates), on the one hand (YM Group A”), (b) the Class B and Class X-B Certificates (calculated without giving effect to any exchange and conversion of Class B Certificates for Class EC Certificates) (“YM Group B”), (c) the Class C and Class X-C Certificates (calculated without giving effect to any exchange and conversion of Class C Certificates for Class EC Certificates) (“YM Group C”) and (d) the Class D and Class X-D 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 Free Writing 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
 
 
(Mortgage Rate on Loan – Discount Rate)
    
   No Yield Maintenance Charges will be distributed to the Class X-E, Class X-F, Class X-NR, Class E, Class F, Class NR, Class R or Class Z Certificates.  Once the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-SB, Class A-S, Class B, Class C and Class D Certificates have been reduced to zero, all Yield Maintenance Charges will be distributed to the holders of the Class X-C Certificates, regardless of whether the notional amount of such Class of Certificates has been reduced to zero.
    
   If Exchangeable Certificates are converted in an exchange for Class EC Certificates, any Yield Maintenance Charges that otherwise would have been distributable to such Exchangeable Certificates had they not been converted will be distributed to the Class EC Certificates.
    
 Realized Losses:
Realized losses on the mortgage loans (exclusive of losses on any related companion loan) will be allocated first to the Class NR, 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 each such Class has been reduced to zero, and then, to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-SB Certificates, on a pro rata basis, based on the Certificate Balance of each such class, until the Certificate Balance of each such class has been reduced to zero. The notional amount of the Class X-A, Class X-B, Class X-C, Class X-D, Class X-E, Class X-F 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-C, Class X-D, Class X-E, Class X-F and Class X-NR Certificates, respectively.
    
   
Realized losses on each whole loan will be allocated first to the related subordinate companion loan(s), if any, and then, pro rata, between the related mortgage loan and the related pari passu companion loan(s), based upon their respective Stated Principal Balances. Realized losses allocable to the Houston Galleria Mortgage Loan and Houston Galleria pari passu Companion Loan will be allocated to each tranche of debt comprising the Houston Galleria Mortgage Loan and the related Houston Galleria pari passu Companion Loan in reverse sequential order, but pro rata between the particular tranche of debt comprising the Houston Galleria Mortgage Loan and the related Houston Galleria pari passu Companion Loan.
    
   The Class EC Certificates will be allocated the realized losses and other shortfalls otherwise allocable to the Class A-S, Class B and Class C Certificates that are converted in an exchange for such Class EC Certificates.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
  
Structural Overview
 
 Interest Shortfalls:
A shortfall with respect to the amount of available funds distributable in respect of interest can result from, among other sources: (a) delinquencies and defaults by borrowers; (b) shortfalls resulting from the application of Appraisal Reductions to reduce P&I Advances; (c) shortfalls resulting from interest on Advances made by the Master Servicer 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 or the Senior Trust Advisor; (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” in the Free Writing Prospectus.
    
 Appraisal Reductions:
With respect to mortgage loans serviced under the Pooling and Servicing Agreement, upon the occurrence of certain trigger events with respect to a mortgage loan, which are generally tied to certain events of default under the related mortgage loan documents, the Special Servicer will be obligated to obtain an appraisal of the related mortgaged property and the Master Servicer will calculate the Appraisal Reduction amount. The “Appraisal Reduction” amount is generally the amount by which the current principal balance of the related mortgage loan or whole loan, plus outstanding advances, real estate taxes, unpaid servicing fees and certain similar amounts exceeds 90% of the appraised value of the related mortgaged property, plus the amount of any escrows and letters of credit.
    
   With respect to the Houston Galleria mortgage loan, the One Campus Martius mortgage loan, The Club Row Building mortgage loan and the Shaner Hotels Portfolio mortgage loan, any Appraisal Reduction will be similarly determined pursuant to the applicable pooling and servicing agreement under which it is serviced.
    
   In general, the Appraisal Reduction amounts that are allocated to the mortgage loans (exclusive of amounts allocated to a Companion Loan (defined below)) are notionally allocated to reduce, in reverse sequential order, the Certificate Balance of each Class of Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4 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.
    
   
With respect to each whole loan, the Appraisal Reduction amount is notionally allocated first to the related subordinate companion loan(s), if any (until the principal balance of such subordinate companion loan is notionally reduced to zero by such Appraisal Reductions), and then, pro rata, between the related mortgage loan and the related pari passu companion loan(s), based upon their respective Stated Principal Balances.
    
 Appraisal Reduced Interest:Accrued and unpaid interest at the related Mortgage Rate for a mortgage loan that is not advanced by the Master Servicer or the Trustee as backup master servicer due to the application of Appraisal Reduction amounts to such mortgage loan.
    
 Master Servicer Advances:The Master Servicer will be required to advance certain delinquent scheduled mortgage loan payments of principal and interest and certain property protection advances, in each case, to the extent the Master Servicer deems such advances to be recoverable. At any time that an Appraisal Reduction amount exists, the amount that would otherwise be required to be advanced by the Master Servicer in respect of delinquent payments of interest on the 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 and (y) a fraction, the numerator of which is the then-outstanding principal balance of the mortgage loan minus the Appraisal Reduction amount and the denominator of which is the then-outstanding principal balance of the mortgage loan. The Master Servicer will not make any principal or interest advances with respect to any companion loan.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
  
Structural Overview
    
 Whole Loans:
Six mortgage loans are each evidenced by one or more separate notes and are each, together with 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 or portfolio of related mortgaged properties. 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 two of these Whole Loans, “Houston Galleria Whole Loan” and “The Club Row Building Whole Loan”, the Companion Loans are (i) one or more related pari passu Companion Loans, and (ii) one or more related subordinate Companion Loans (each a “Subordinate Companion Loan”).
    
   
In the case of four of these Whole Loans, referred to as the “One Campus Martius Whole Loan”, the “Shaner Hotels Portfolio Whole Loan”, the “Horizon Outlet Shoppes Portfolio Whole Loan” and the “Renaissance New Orleans Portfolio Whole Loan”, a related Companion Loan is pari passu with the related mortgage loan (these Companion Loans, together with the Houston Galleria pari passu Companion Loans  and The Club Row Building pari passu Companion Loan, are also referred to as the “Pari Passu Companion Loans”). The Horizon Outlet Shoppes Portfolio Pari Passu Companion Loan and the Renaissance New Orleans Portfolio Pari Passu Companion Loan are referred to as “Serviced Companion Loans”.
    
   
The Horizon Outlet Shoppes Portfolio Whole Loan and the Renaissance New Orleans Portfolio Whole Loan (the “Serviced Whole Loans”) will be serviced under the pooling and servicing agreement for the JPMBB 2015-C28 transaction (the “Pooling and Servicing Agreement”).
    
   
Each of the Houston Galleria Whole Loan, the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan will be serviced pursuant to other pooling and servicing agreements as described under “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan”, “—One Campus Martius Whole Loan”, “—The Club Row Building Whole Loan”, and “—Shaner Hotels Portfolio Whole Loan” in the Free Writing 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 Appraisal Reduced Interest. 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 Appraisal Reduced Interest. 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 X Certificates), in sequential order, and then to offset any realized losses allocated to the Certificates (other than the Class X Certificates), in sequential order. Any liquidation proceeds remaining after such applications will be distributed to the Class R Certificates.
    
 
Sale of Defaulted Mortgage
Loans and REO Properties:
The Special  Servicer may  offer to sell  or may offer  to purchase  any defaulted mortgage loan or REO property, 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 trust (or in the case of any Whole Loan, the trust and the holder of the related Pari Passu Companion Loan, as a collective whole, taking into account the pari passu nature of any Pari Passu Companion Loan), on a net present value basis. The Special Servicer is required to accept the highest offer for any defaulted mortgage 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 “Defaulted Loan Purchase Price”) except as described in the Free Writing 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 SheetJPMBB 2015-C28
  
Structural Overview
    
   With respect to each Serviced Whole Loan, any such sale of the related defaulted mortgage loan will also include the related Pari Passu Companion Loan, and the prices will be adjusted accordingly.
    
   In connection with such sale and fair value determination, within 30 days of a mortgage loan becoming a specially serviced mortgage 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 mortgage 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 (whether in existence now or permitted in the future) or with respect to The Club Row Building mortgage loan, the holder of The Club Row Building Subordinate Companion Loan 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 mortgage loan.
    
   
If the Special Servicer does not receive an offer at least equal to the Defaulted Loan Purchase Price, the Special Servicer may purchase the defaulted mortgage loan or REO property at the Defaulted Loan Purchase Price. If the Special Servicer does not elect to purchase the defaulted mortgage loan or REO property at the Defaulted Loan Purchase Price, the Special Servicer is required to accept the highest offer received from any person that is determined to be a fair price (supported by an appraisal required to be obtained by the Special Servicer within 30 days of a mortgage loan becoming a specially serviced mortgage loan) for such defaulted mortgage loan or REO property, provided that the highest offer or is a person other than the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Senior Trust Advisor, any borrower, any manager of a mortgaged property, any independent contractor engaged by the Special Servicer, a holder of any related Companion Loan (but only with respect to the related Serviced Whole Loan) or mezzanine loan (but only with respect to the related mortgage loan), or any known affiliate of any such person  (each, an “Interested Person”). If the highest offer is made by an Interested Person, the Trustee must approve the purchase of the defaulted mortgage loan or REO property based upon its determination of the fair price for the defaulted mortgage loan or REO property (based upon updated appraisals received by the Trustee) 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 defaulted mortgage loan or REO property.
    
   If the Special Servicer does not receive any offers that are at least equal to the Defaulted Loan Purchase Price, the Special Servicer is not required to accept the highest offer and may accept a lower offer for a defaulted mortgage loan or REO property if the Special Servicer determines, in accordance with the servicing standard, that a rejection of such offer would be in the best interests of the Certificateholders and, with respect to a Serviced Whole Loan, the holder of any related Pari Passu Companion Loan(s), as a collective whole, so long as such lower offer was not made by the Special Servicer or any of its affiliates.
    
   If title to any mortgaged property is acquired by the trust fund, the Special Servicer will be required to sell such mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (a) the IRS grants or has not denied an extension of time to sell such mortgaged property or (b) the Trustee, the Certificate Administrator and the Master Servicer receive an opinion of independent counsel to the effect that the holding of the property by the trust fund 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 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 SheetJPMBB 2015-C28
  
Structural Overview
    
   
The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to the Houston Galleria Whole Loan, the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan, if the special servicer under the applicable pooling and servicing agreement determines to sell the related Pari Passu Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related Whole Loan, including the related mortgage loan included in the JPMBB 2015-C28 trust (the “JPMBB 2015-C28 Trust”) and the related Pari Passu Companion Loan(s) and, in the case of the Houston Galleria Whole Loan (but not The Club Row Building Whole Loan), the related Subordinate Companion Loans, as a single loan. In connection with any such sale, the then-applicable special servicer will be required to follow procedures substantially similar to those set forth above.
    
 Control Eligible Certificates:Classes E, F and NR.
    
 Control Rights:
The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement. The Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking certain actions with respect to a 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.  With respect to any mortgage loan that has, or may in the future have, mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.
    
   With respect to the Houston Galleria mortgage loan, the One Campus Martius mortgage loan and the Shaner Hotels Portfolio mortgage loan, direction, consent and consultation rights with respect to the related Whole Loan will be exercised by the directing certificateholder or controlling class representative under the applicable pooling and servicing agreement.
    
   With respect to The Club Row Building mortgage loan, direction, consent and consultation rights with respect to the related Whole Loan are exercised by the holder of the related Subordinate Companion Loan pursuant to the related intercreditor agreement or, after a control event with respect to the related Subordinate Companion Loan as described in the Free Writing Prospectus, direction, consent and consultation rights with respect to the related Whole Loan will be exercised by the directing certificateholder or controlling class representative under the applicable pooling and servicing agreement, subject to certain consultation rights of the Directing Certificateholder pursuant to the related intercreditor agreement. In addition, the holder of The Club Row Building Subordinate Companion Loan will have certain rights to cure defaults under the related mortgage loan, and in certain circumstances, to purchase the related defaulted mortgage loan.
    
   With respect to each of the Horizon Outlet Shoppes Portfolio Whole Loan and the Renaissance New Orleans Portfolio Whole Loan, direction, consent and consultation rights of the Directing Certificateholder, with respect to the related Whole Loan are subject to certain consultation rights of the holder of the related Pari Passu Companion Loan pursuant to the related intercreditor agreement.
    
 Directing Certificateholder:Torchlight Investors, LLC is expected to be appointed the initial Directing Certificateholder.
 
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 SheetJPMBB 2015-C28
  
Structural Overview
    
 Controlling Class:
The “Controlling Class” will at any time of determination be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance for such Class. Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”.
    
   The Controlling Class as of the Closing Date will be the Class NR Certificates.
    
 Control Event:
A “Control Event” will occur when (i) the Certificate Balance of the Class E Certificates (taking into account the application of Appraisal Reductions to notionally reduce the Certificate Balance of the Class E Certificates) has been reduced to less than 25% of the initial Certificate Balance of such Class as of the Closing Date or (ii) a holder of the Class E Certificates becomes the majority Controlling Class Certificateholder and irrevocably waives its right to exercise any rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder.
    
   Upon the occurrence and during the continuance of a Control Event, the Controlling Class will no longer have any control rights. After the occurrence and during the continuance of a Control Event, the Directing Certificateholder will relinquish its right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain actions that the Master Servicer or the Special Servicer plan on taking with respect to a mortgage loan. Following the occurrence and during the continuance of a Control 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 a mortgage loan. Such consultation rights will continue until the occurrence of a Consultation Termination Event.
    
   With respect to The Club Row Building Whole Loan, pursuant to the related intercreditor agreement, the holder of the related Subordinate Companion Loan will lose its right to direct or consent to certain actions upon the occurrence of a control appraisal event with respect to such Subordinate Companion Loan, which will occur when the principal balance of such Subordinate Companion Loan (taking into account the application of realized losses, payments of principal and Appraisal Reductions to notionally reduce such balance) has been reduced to less than 25% of its initial principal balance as of the Closing Date less any payments of principal.
    
 
Consultation Termination
Event:
A “Consultation Termination”  Event  will  occur (i) when, without regard to the application of any Appraisal Reduction amount (i.e., giving effect to principal reductions through principal payments and realized losses only), there is no Class of Control Eligible Certificates that satisfies the requirement of a Controlling Class or (ii) during such time as the Class E Certificates are the only Class of Control Eligible Certificates that have a then-outstanding Principal Balance, net of Appraisal Reductions, at least equal to 25% of the initial Certificate Balance of such Class, and the then-Controlling Class Certificateholder has irrevocably waived its right to appoint a Directing Certificateholder and to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated.
    
   Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class. After the occurrence of a Consultation Termination Event, the Directing Certificateholder will have no rights under the Pooling and Servicing Agreement, other than those rights generally available to all Certificateholders.
    
 Appraised-Out Class:A Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reduction amounts allocable to such Class, to no longer be the Controlling Class.
 
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 SheetJPMBB 2015-C28
  
Structural Overview
     
 
Remedies Available to
Holders of an
Appraised-Out Class:
Holders of the majority of any Class of Control Eligible Certificates that are determined at any date of determination to no longer be the Controlling Class as a result of an Appraisal Reduction allocable to such class will have the right, at their sole expense, to require the Special Servicer to order a second appraisal report from an MAI appraiser (selected by the Special Servicer) for any mortgage loan that results in the Class becoming an Appraised-Out Class.
    
   Upon receipt of that second appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the second appraisal, any recalculation of the Appraisal Reduction amount is warranted, and if so warranted, the Special Servicer is required to recalculate the Appraisal Reduction amount based on the second 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 second 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.
    
 Senior Trust Advisor:The Senior Trust Advisor will initially be Pentalpha Surveillance LLC.  The Senior Trust Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of specially serviced mortgage loans.  The Senior Trust Advisor will generally be responsible for reviewing the Special Servicer’s operational practices with respect to the resolution and liquidation of specially serviced mortgage loans. In addition, after the occurrence and during the continuance of a Control Event, the Senior Trust Advisor will have certain consultation rights with respect to the specially serviced mortgage loans. The Senior Trust Advisor will generally have no obligations or consultation rights under the Pooling and Servicing Agreement with respect to the Houston Galleria Whole Loan, the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan. However, Pentalpha Surveillance LLC is also the senior trust advisor under the JPMBB Commercial Mortgage Securities Trust 2015-C27 pooling and servicing agreement and, in such capacity, will have certain obligations and consultation rights with respect to the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan that are substantially similar to those of the senior trust advisor under the Pooling and Servicing Agreement. There will be no senior trust advisor under the servicing agreement governing the Houston Galleria Whole Loan.
    
   The Senior Trust Advisor will be responsible for:
    
   after the occurrence and during the continuance of a Control Event, consulting with the Special Servicer with respect to each asset status report prepared by the Special Servicer and recommending proposed alternative courses of action.
     
   
after the occurrence and during the continuance of a Control Event, preparing an annual report addressing the Senior Trust Advisor’s overall findings and determinations and setting forth its assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement on a platform-level basis with respect to the resolution and liquidation of specially serviced mortgage loans that the Special Servicer is responsible for servicing under the Pooling and Servicing Agreement. As used above, “platform-level basis” refers to the Special Servicer’s performance of its duties as they relate to the resolution and liquidation of specially serviced mortgage loans, taking into account the Special Servicer’s specific duties under the Pooling and Servicing Agreement as well as the extent to which those duties were performed in accordance with the servicing standard, with due consideration to (and as limited by) the Senior Trust Advisor’s review of any assessment of compliance report, attestation report, asset status report and other information delivered to the Senior Trust Advisor by the Special Servicer with respect to the specially serviced mortgage loans (other than any communications between the Directing Certificateholder and the Special Servicer that would be privileged information). The annual report will be based on the Senior Trust Advisor’s knowledge of the Special Servicer’s actions taken during the applicable calendar year with respect to the resolution or liquidation of specially
 
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 SheetJPMBB 2015-C28
  
Structural Overview
     
    serviced mortgage loans that the Special Servicer is responsible for servicing under the Pooling and Servicing Agreement, including knowledge obtained in connection with the Senior Trust Advisor’s review of each asset status report prepared by the Special Servicer.
     
   prior to the occurrence and continuance of a Control Event, the Special Servicer will forward any Appraisal Reduction and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a specially serviced mortgage loan to the Senior Trust Advisor after such calculations have been finalized.  The Senior Trust Advisor will be required to review such calculations but will not opine on or take any affirmative action with respect to such Appraisal Reduction calculations and/or net present value calculations.
     
   after the occurrence and during the continuance of a Control Event, recalculating and verifying, on a limited basis, the accuracy of mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas utilized in connection with any Appraisal Reduction or net present value calculations performed by the Special Servicer. In the event the Senior Trust Advisor does not agree with the mathematical calculations or the application of the non-discretionary portion of the applicable formulas required to be utilized for such calculation, the Senior Trust Advisor and the Special Servicer will consult with each other in order to resolve any disagreement.  Any disagreement with respect to such calculations that the Senior Trust Advisor and the Special Servicer are unable to resolve will be determined by the Certificate Administrator.
     
   
In addition, the Senior Trust Advisor is required to promptly review all information available to Privileged Persons (as defined in the Free Writing Prospectus) on the Certificate Administrator’s website related to specially serviced mortgage loans and certain information available to Privileged Persons on the Certificate Administrator’s website related to mortgage loans included on the monthly CREFC® servicer watch list report, each final asset status report delivered to the Senior Trust Advisor by the Special Servicer and each assessment of compliance report and attestation report prepared by the Special Servicer in order to maintain its familiarity with the mortgage loans and the performance of the Special Servicer under the Pooling and Servicing Agreement.
    
   After the occurrence and during the continuance of a Control Event, the Senior Trust Advisor will also consult with the Special Servicer in connection with certain major decisions and propose possible alternative courses of action.
    
   In addition, after the occurrence of a Consultation Termination Event, if the Senior Trust Advisor determines that the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard, the Senior Trust 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 Senior Trust Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Certificates evidencing at least a majority of the aggregate notional balance of all Classes of Certificates entitled to principal distributions (taking into account the application of any Appraisal Reduction amounts to notionally reduce the Certificate Balances of the Classes to which such Appraisal Reduction amounts are allocable). In the event the holders of such Certificates elect to remove and replace the Special Servicer, the Certificate Administrator will be required to obtain a rating agency confirmation from each of the rating agencies at that time.
 
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 SheetJPMBB 2015-C28
  
Structural Overview
 
 
Replacement of
Senior Trust Advisor:
The Senior Trust Advisor may be terminated or removed under certain circumstances and a replacement Senior Trust Advisor appointed as described in the Free Writing Prospectus.
    
   Any replacement Senior Trust Advisor (or the personnel responsible for supervising the obligations of the replacement Senior Trust Advisor) must (A) (i) be regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and have at least 5 years of experience in collateral analysis and loss projections and (ii) have at least 5 years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets or (B) be an institution that is a special servicer, senior trust advisor or operating advisor on a rated CMBS transaction, but has not been a special servicer or a senior trust advisor on a transaction that a rating agency has downgraded, qualified or withdrawn its ratings citing servicing concerns with the special servicer or a senior trust advisor as the sole or a material factor in such rating action. Any Senior Trust Advisor is prohibited from making an investment in any class of certificates in the Trust as described in the Free Writing Prospectus.
    
 
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 Event,  the Special Servicer may  generally be replaced at any time by the Directing Certificateholder.
    
   Upon the occurrence and during the continuance of a Control Event, the Directing Certificateholder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below.
    
   After the occurrence of a Consultation Termination Event, the Senior Trust Advisor may also recommend the replacement of the Special Servicer as described above.
    
 
Replacement of Special
Servicer by Vote of
Certificateholders:
After  the  occurrence  and  during  the  continuance  of  a  Control Event  and upon (a) the written direction of holders of Certificates evidencing not less than  25%  of  the  aggregate notional balance of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction amounts to notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction amounts are allocable) requesting a vote to replace the Special Servicer with a replacement special servicer, (b) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of written confirmations from each Rating Agency that the appointment of such replacement special servicer will not result in a downgrade, withdrawal or qualification of the Certificates (which confirmations will be obtained at the expense of such holders), the Certificate Administrator will be required to promptly post such notice on its Internet website, and by mail conduct the solicitation of votes of all Certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of holders of at least 75% of a Certificateholder Quorum, the Trustee will immediately replace the Special Servicer with the replacement special servicer.
    
   
A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer described above, the holders of Certificates evidencing at least 75% of the aggregate voting rights (taking into account the application of realized losses and the application of any Appraisal Reductions to notionally reduce the Certificate Balance of the Certificates) of all Classes of Certificates entitled to principal on an aggregate basis.
    
   With respect to each of the Horizon Outlet Shoppes Portfolio Whole Loan and the Renaissance New Orleans Portfolio Whole Loan, the holder of the related Pari Passu Companion Loan, 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 Whole Loan. A replacement special servicer will be selected by the Trustee or, prior to a Control Event, by
 
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 SheetJPMBB 2015-C28
  
Structural Overview
    
   
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 The Club Row Building Whole Loan, the One Campus Martius Whole Loan and the Shaner Hotels Portfolio Whole Loan, the JPMBB 2015-C28 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 pooling and servicing agreement as described above, which may be exercised by the Directing Certificateholder prior to the Control Event. However, the successor special servicer will be selected pursuant to the applicable pooling and servicing agreement by the related directing holder prior to a control event under such pooling and servicing agreement. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Transaction Parties—Servicing and Other Compensation and Payment of Expenses” in the Free Writing Prospectus.
    
 
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 (including any non-serviced mortgage loan), REO loan and any related Serviced Companion Loan that will accrue at the related servicing fee rate described in the Free Writing Prospectus. The Special Servicer is also entitled to a fee (the “Special Servicing Fee”) with respect to each specially serviced mortgage loan and REO loan at the special servicing fee rate described in the Free Writing Prospectus.
    
   In addition to the Servicing Fee, Special Servicing Fee and certain other fees described below, the Master Servicer and Special Servicer are entitled to retain and share certain additional servicing compensation, including assumption application fees, assumption fees, defeasance fees and certain Excess Modification Fees and consent fees with respect to the mortgage loans. The Special Servicer may also be entitled to either a Workout Fee or Liquidation Fee, but not both, from recoveries in respect of any particular mortgage loan.
    
   
An “Excess Modification Fee” with respect to any mortgage loan (other than the non-serviced mortgage loan) or Serviced Whole Loan is the sum of (A) the excess of (i) any and all Modification Fees with respect to a mortgage loan or Serviced Whole Loan over (ii) all unpaid or unreimbursed additional expenses described in the Free Writing Prospectus (excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding with respect to the related mortgage loan or Serviced Whole Loan, as applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in clause (A), which expenses have subsequently been recovered from the related borrower or otherwise.
    
   
With respect to the Master Servicer and Special Servicer, the Excess Modification Fees collected and earned by such servicer from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such servicer from the related borrower within the prior 12 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 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 loan) or Serviced Whole Loan is generally any fee with respect to a modification, extension, waiver or amendment of any mortgage loan or Serviced Whole Loan.
    
   
A “Workout Fee” will generally be payable with respect to each corrected mortgage loan (as more specifically described in the Free Writing 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 mortgage loan. After receipt by the Special Servicer of Workout Fees with respect to a corrected mortgage 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
 
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 SheetJPMBB 2015-C28
  
Structural Overview
    
   entitled to an amount from the final payment on the related corrected mortgage loan that would result in the total Workout Fees payable to the Special Servicer in respect of that corrected mortgage loan to be $25,000.
    
   
The “Excess Modification Fee Amount” for any corrected mortgage 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 any related Serviced Companion Loan) and received and retained by the Master Servicer or the Special Servicer, as applicable, as additional servicing compensation within the prior 12 months of the related modification, waiver, extension or amendment resulting in the mortgage loan or REO loan being a corrected mortgage loan, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.
    
   
A “Liquidation Fee” will generally be payable with respect to each specially serviced mortgage loan or REO property as to which the Special Servicer obtains a full or partial recovery of the related asset. The Liquidation Fee for each specially serviced mortgage loan will be payable at a rate of 1.00% of the liquidation proceeds; 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 any Companion Loan) or REO property as additional compensation within the prior 12 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 Houston Galleria Whole Loan, the One Campus Martius Whole Loan, The Club Row Building Whole Loan and the Shaner Hotels Portfolio Whole Loan under the applicable pooling and servicing agreement. See “Servicing of the Mortgage Loans—Servicing of the Houston Galleria Mortgage Loan” and “—Servicing of the One Campus Martius Mortgage Loan, The Club Row Building Mortgage Loan and the Shaner Hotels Portfolio Mortgage Loan” in the Free Writing Prospectus.
    
   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 becomes a specially serviced mortgage loan only because of a maturity default and the related liquidation proceeds are received within 90 days following the stated maturity date as a result of the related mortgage loan being refinanced or otherwise repaid in full.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
  
Structural Overview
     
 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 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
 
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 SheetJPMBB 2015-C28
 
[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 JPMBB 2015-C28
 
Houston Galleria
 
 
(graphic)
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
 
(map)
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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32 of 134(barclays logo)
 
 
 

 

Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
 
(map)
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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33 of 134(barclays logo)
 
 
 

 

Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
 
(map)
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
 
(map)
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:JPMCB/Barclays Single Asset / Portfolio:Single Asset
Credit Assessment  Title:Fee
(Moody’s / KBRA / Morningstar)(1):
Aa3 / A / AA Property Type - Subtype:Retail – Super Regional Mall
Original Principal Balance(2):
$150,000,000 
Net Rentable Area (SF)(3):
1,212,006
Cut-off Date Principal Balance(2):
$150,000,000 Location:Houston, TX
% of Pool by IPB:13.1% Year Built / Renovated:1970 / 2003
Loan Purpose:Refinance 
Occupancy(4)(5):
98.3%
Borrowers:HG Galleria, LLC and Occupancy Date:12/31/2014
 SA Galleria, LLC Number of Tenants:283
Sponsors(6):
Simon Property Group, L.P. 
2012 NOI(4):
$87,767,029
 and Institutional Mall
2013 NOI(4):
$94,129,912
 Investors LLC
2014 NOI(4):
$96,564,390
Interest Rate(7):
3.30699% UW Economic Occupancy:86.1%
Note Date:2/24/2015 
UW Revenues(5):
$143,811,764
Maturity Date:3/1/2025 UW Expenses:$41,482,463
Interest-only Period:120 months 
UW NOI(5):
$102,329,302
Original Term:120 months 
UW NCF(5):
$100,072,424
Original Amortization:None Appraised Value / Per SF:$2,518,000,000 / $2,078
Amortization Type:Interest Only Appraisal Date:1/25/2015
Call Protection(8):
L(25),Def(70),O(25)   
Lockbox:CMA   
Additional Debt(2):
Yes   
Additional Debt Balance(2):
$734,000,000 / $316,000,000   
Additional Debt Type(2):
Pari Passu / Subordinate Debt   
     
 
Escrows and Reserves(9)
 
Financial Information(2)
 InitialMonthlyInitial Cap    Pari Passu DebtWhole Loan
Taxes:$0SpringingN/A   Cut-off Date Loan / SF:$729$990
Insurance:$0SpringingN/A   Maturity Date Loan / SF:$729$990
Replacement Reserves:$0Springing$540,698   Cut-off Date LTV:35.1%47.7%
TI/LC:$0Springing$2,162,790   Maturity Date LTV:35.1%47.7%
Other:$0$0N/A   UW NCF DSCR:3.38x2.32x
     UW NOI Debt Yield:11.6%8.5%
        
 
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Mortgage Loan(2)
$1,200,000,000100.0% Payoff Existing Debt$821,000,00068.4% 
    Return of Equity370,635,79130.9 
    Accrued Interest4,186,7920.3 
    Closing Costs4,177,4170.3 
Total Sources$1,200,000,000100.0% Total Uses$1,200,000,000100.0% 
(1)Moody’s, Kroll and Morningstar have confirmed that the mortgage loan has, in the context of its inclusion in the mortgage pool, credit characteristics consistent with an investment grade obligation.
(2)
Houston Galleria is part of a loan comprised of (i) a mortgage loan (evidenced by two tranches of debt, each comprised of two pari passu notes with an aggregate original principal balance of $150.0 million), (ii) companion loans, each of which is pari passu with respect to one tranche of the Houston Galleria Mortgage Loan (each such companion loan being comprised of four pari passu notes) with an aggregate outstanding principal balance of approximately $734.0 million, and (iii) three subordinate companion loans (each companion loan being comprised of four pari passu notes) with an aggregate original principal balance of $316.0 million. The Financial Information presented in the chart above reflects the $884.0 million aggregate Cut-off Date balance of the Houston Galleria Mortgage Loan and the Houston Galleria pari passu Companion Loans and the Cut-off Date balance of the $1.2 billion Houston Galleria Whole Loan.
(3)Includes approximately 129,019 square feet associated with the redevelopment of the property that is currently underway, which amount is subject to fluctuation based on the final redevelopment. Excludes square footage associated with Macy’s, Saks Fifth Avenue, Nordstrom and Neiman Marcus, which are either ground leased or non-owned anchors.
(4)Includes temporary and month-to-month tenants and excludes anchor tenants and approximately 129,019 square feet associated with the redevelopment of the property that is currently underway, which amount is subject to fluctuation based on the final redevelopment.
 
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 JPMBB 2015-C28
 
Houston Galleria
 
(5)Occupancy, UW Revenues, UW NOI and UW NCF includes several signed leases not yet commenced (approximately 68,260 square feet and $4.8 million of base rent) as well as leases out for signature or in documentation (approximately 24,723 square feet and approximately $2.1 million of base rent). Rent steps through December 31, 2015 totaling approximately $1.9 million were underwritten including lease renewals that are currently out for signature.
(6)
For a full description of the loan sponsors, please refer to “The Sponsors” below.
(7)The Interest Rate is 3.3069865360153% when extended to full precision. The Interest Rates for Notes A-1-B & A-2-B and Notes B-1-B & B-2-B are 3.288887% and 3.388335%, respectively.
(8)
The Houston Galleria Whole Loan is locked out through the two year period following the anticipated securitization date of the last portion of the Houston Galleria Whole Loan (the “Lockout Period”). The Houston Galleria Whole Loan is subject to defeasance after the earlier of (i) April 2018 and (ii) two years following the securitization of the mortgage loan, through and including February 2023. The Houston Galleria Whole Loan is prepayable without penalty from March 2023 through the maturity date.
(9)
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
 
The Loan. The Houston Galleria whole loan is secured by a first mortgage lien on approximately 1.2 million square feet of a 2.1 million square foot super-regional mall located in Houston, Texas. The Houston Galleria loan is evidenced by two tranches of debt, each comprised of two non-controlling pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of approximately $150.0 million (the “Houston Galleria Mortgage Loan”), and represents a portion of a fixed rate loan in the aggregate principal balance of $1.2 billion (the “Houston Galleria Whole Loan”) which was co-originated by JPMCB, Barclays, Column Financial, Inc. and Morgan Stanley Bank, N.A. The Houston Galleria Whole Loan also includes two companion loans, each of which is pari passu with respect to one tranche of the Houston Galleria Mortgage Loan (each such companion loan being comprised of four pari passu notes) with an aggregate outstanding principal balance as of the Cut-off Date of approximately $734.0 million (the “Houston Galleria Pari Passu Companion Loans”) and three subordinate companion loans (each comprised of four pari passu notes) with an aggregate outstanding principal balance as of the Cut-off Date of approximately $316.0 million (the “Houston Galleria Subordinate Companion Loans” and, together with the Houston Galleria Pari Passu Companion Loans, the “Houston Galleria Companion Loans”). The Houston Galleria Companion Loans are not included in the JPMBB 2015-C28 Trust. Each tranche of debt comprising the Houston Galleria Mortgage Loan and the related Houston Galleria Pari Passu Companion Loan are pari passu in right of payment with each other and are generally senior in right of payment to the Houston Galleria Subordinate Companion Loans as and to the extent described in “Description of the Mortgage Pool—The Whole Loans—The Houston Galleria Whole Loan” in the Free Writing Prospectus. The Houston Galleria Companion Loans are being contributed to a private CMBS securitization that governs the servicing and administration of the Houston Galleria Whole Loan. The holder of the Houston Galleria Companion Loans (the “Controlling Noteholder”) will be the trustee (the “Houston Galleria Trustee”) under the trust and servicing agreement (the “Houston Galleria Trust and Servicing Agreement”) entered into in connection with such private CMBS securitization. The Houston Galleria Trustee (or, prior to the occurrence and continuance of a control event under the Houston Galleria Trust and Servicing Agreement, the directing certificateholder under the Houston Galleria Trust and Servicing Agreement) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the Houston Galleria Whole Loan. The Houston Galleria Whole Loan has a 10-year term and will be interest-only for the term of the loan. The previously existing debt was securitized in 2005 and 2006 as part of the JPMCC 2005-LDP5 and JPMCC 2006-CIBC14 securitizations, respectively.
 
(GRAPHIC)
 
The Borrowers. The borrowing entities of the Houston Galleria Whole Loan are HG Galleria, LLC and SA Galleria, LLC, each a Delaware limited liability company and special purpose entity.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
The Sponsors. The loan sponsors are a joint venture between Simon Property Group, L.P. (“Simon”) and Institutional Mall Investors LLC (“IMI”). Simon is a wholly-owned subsidiary of Simon Property Group Inc., a publicly traded REIT (NYSE: SPG, S&P: A, Fitch A, Moody’s: A2) that is focused on retail property ownership and management. The company is the largest publicly traded owner, operator and developer of retail assets. IMI is a co-investment venture owned by an affiliate of Miller Capital Advisory, Inc. (“MCA”) and California Public Employees’ Retirement System, the nation’s largest public pension fund. MCA serves as investment manager for IMI. Simon will serve as the nonrecourse carve-out guarantor for the Houston Galleria Whole Loan. Simon’s liability under the nonrecourse carve-out guaranty is capped at $240,000,000 (20% of the Houston Galleria Whole Loan) plus reasonable collection costs.

The Property. The Houston Galleria Mall is an approximately 2.1 million square foot, super-regional mall that was developed in 1970 and subsequently expanded and renovated in 1977, 1985 and 2003. Approximately 1.2 million square feet serve as collateral for the Houston Galleria Whole Loan. The property has comparable in-line sales of $973 per square foot for 2014 and total estimated gross sales of approximately $1.3 billion. The 2014 sales figure of approximately $1.3 billion is an estimate based on 2013 sales estimates for Macy’s, Nordstrom and Neiman Marcus and 2014 reported sales for other tenants. The property is anchored by Macy’s (225,000 square feet), Nordstrom (216,400 square feet), Saks Fifth Avenue (201,063 square feet) and Neiman Marcus (200,000 square feet) and also includes several high-end tenants including Armani, Chanel, Fendi, Ferragamo, Prada, Tiffany & Co., Versace and Louis Vuitton. Macy’s and Nordstrom are not part of the collateral and Neiman Marcus and Saks Fifth Avenue own their improvements but their related pad sites are ground leased from the borrowers. Other amenities include a children’s play area, an ice skating rink, two swimming pools, a video arcade, a post office, 12 beauty salons, seven valet parking stations and 12,468 parking spaces in seven garages resulting in a parking ratio of approximately 10.3 spaces per 1,000 square feet of net rentable area. The Houston Galleria Mall forms part of the Galleria condominium complex which includes three office towers and two hotels. Only the retail component serves as collateral for the loan.
 
As of December 31, 2014, the property was 98.3% leased by 283 tenants. The property’s tenant offering is broad with a range of luxury, bridge to luxury and mass market tenants represented. In addition to its anchors, the property’s in-line tenants generally consist of national tenants such as Abercrombie, Adidas, Apple, Banana Republic, Brooks Brothers, Forever 21, H&M, J. Crew, Ralph Lauren, TopShop and Victoria’s Secret. In-line sales per square foot for comparable stores less than 10,000 square feet were approximately $925, $973, $1,018 and $973 in 2011, 2012, 2013 and 2014, respectively. Occupancy costs for comparable in-line tenants occupying less than 10,000 square feet for the same time periods were approximately 12.2%, 12.0%, 12.2% and 13.6%, respectively.
 
According to the loan sponsors, they are in the process of investing approximately $250.0 million, which will be financed by equity contributions of the loan sponsors, to renovate and expand the property. The renovations will include Saks Fifth Avenue relocating to a new, approximately 200,000 square foot flagship store adjacent to its current location. The new Saks Fifth Avenue store is expected to open in the spring of 2016. Once the new Saks Fifth Avenue store is open, the loan sponsors will convert the existing Saks Fifth Avenue store into a new multi-level mall extension that is expected to feature approximately 110,000 square feet of new retail space with an additional 35 new retailers and restaurants. The new retail space is expected to open in the summer of 2017 and will be part of the collateral. In addition to the new 110,000 square feet of retail space, an approximately 14,000 square foot freestanding retail building will also be added along Westheimer Road. The design will feature a significant use of glass framed by a combination of wood and metal to create an appealing sense of transparency. The free standing structure will be connected to the main property via a covered walkway. The redevelopment will also include interior enhancements to certain common areas. The flooring will be upgraded using white marble with polished black granite accents. The areas will also get new elevated lighting, new soft seating with rugs and enhanced interior landscaping. The food court is planned to be transformed with upgraded tile, lighting and furniture.
 
The Houston Galleria Mall is the largest mall in Texas and benefits from its location at the intersection of Westheimer Road and Post Oak Boulevard off Interstate 610 in the Post Oak/Galleria area of West Houston, which is among the largest suburban business districts in the United States and is a diversified economic center developed with office, retail, hotel and residential use. According to the appraisal, the Galleria submarket is regarded as Houston’s second central business district. Although a major office center, the Galleria area of Houston is also a leading retail destination. Since 1962, the area has evolved into one of the city’s largest retail centers outside of the traditional central business district. Within a 10-mile radius of the property, the daytime population exceeds 2.0 million people and is expected to grow by 6.1% from 2014 to 2019 according to the sponsors. According to the appraisal, the primary trade area within a five-mile radius contained an estimated 471,952 people, with a median household income of $99,537 in 2014. The property’s secondary trade area spans up to a 10-mile radius and contained an estimated 1,601,461 people, with a median household income of $72,719 in 2014. The appraisal concluded that average in-place rents at the property across all categories of tenants is $61.25 per square foot, which is approximately 28.8% below market. According to the appraisal, the property’s primary and secondary competition consists of the five properties detailed in the table below.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Houston Galleria
 
Competitive Set Summary(1)
      
Property
Year Built /
Renovated
Total GLAEst.
Occ.
Proximity
(miles)
Anchor Tenants
The Woodlands Mall1994 / 20041,270,380100%30.0Sears, Dillard’s, JCPenney, Macy’s, Forever 21
Baybrook Mall1978 / 1984, 19941,262,201100%25.0Sears, Dillard’s, JCPenney, Macy’s, Forever 21
Willowbrook Mall1981 / 19921,384,85799%15.0Sears, Dillard’s, JCPenney, Macy’s
Memorial City Mall1965 / 2001, 20031,626,39595%5.0Sears, Dillard’s, JCPenney, Macy’s, Target
First Colony Mall1996 / 20061,123,22899%14.0Dillard’s, Dillard’s Home/Mens, JCPenney, Macy’s
(1)Per the appraisal.
 
Historical and Current Occupancy(1)
20092010201120122013
Current(2)(3)
94.0%96.0%94.0%97.0%99.0%98.3%
(1)Historical Occupancies are as of December 31 of each respective year.
(2)Includes temporary tenants. Excludes anchor tenants, storage space and approximately 129,019 square feet of new GLA associated with the redevelopment of the property that is currently underway.
(3)Current Occupancy is as of December 31, 2014 and includes 11 tenants occupying 26,436 square feet which have either executed leases and have not yet taken occupancy and/or commenced paying rent or tenants which have not yet executed a lease.
 
Historical In-line Sales and Occupancy Costs(1)
 20092010201120122013
2014(2)
In-line Sales PSF(3)
$805$850$925$973$1,018$973
Occupancy Costs13.4%12.8%12.2%12.0%12.2%13.6%
(1)In-line Sales PSF and Occupancy Costs are for comparable tenants less than 10,000 square feet that reported full year sales.
(2)In 2014, Apple, which had occupied a temporary space, moved to its current larger, 9,017 square feet unit. Square footage for Apple assumes the weighted average of its original square footage for 10 months and new square footage for two months.
(3)In-line Sales PSF excluding Apple are $802, $861, $907 and $883 in 2011, 2012, 2013 and 2014, respectively.
 
Non-Owned Anchors
Tenant
Ratings(1)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
Most Recent
Sales
(2)
Most Recent
Sales PSF
(2)
Macy’s(3)
Baa2 / BBB+ / BBB225,000  $65,700,000$292
Nordstrom(3)
Baa1 / A- / BBB+216,400$134,300,000$621
Saks Fifth Avenue(4)
NR / NR / NR201,063$101,473,000$505
Neiman Marcus(4)
NR / NR / NR200,000$177,000,000$885
(1)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(2)Most Recent Sales for Macy’s, Nordstrom and Neiman Marcus are based on 2013 sales estimates. Most Recent Sales for Saks Fifth Avenue are based on 2014 sales estimates.
(3)Macy’s and Nordstrom anchor parcels are not part of the collateral.
(4)Saks Fifth Avenue and Neiman Marcus own their improvements but their related pad sites are ground leased from the borrowers. Saks Fifth Avenue pays an annual ground rent of $167,549 and has two 15-year renewal options remaining with the current term expiring 20 years after the opening date. Neiman Marcus does not pay base rent, but pays approximately $1.5 million in common area maintenance fees and has a 25-year renewal option remaining with the current term expiring in October 2019.
 
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 JPMBB 2015-C28
 
Houston Galleria
 
Collateral Tenant Summary(1)
Tenant
Ratings(2)
Moody’s/S&P/Fitch
Net Rentable
Area (SF)
% of
Total NRA
Base
Rent PSF
Lease
Expiration Date
Most Recent
Sales PSF
Galleria Tennis/Athletic ClubNA / NA / NA77,599 6.4% $4.26 3/31/2022 $16
Forever 21NA / NA / NA26,997 2.2% $55.02 1/31/2023 $372
H&M(3)
NA / NA / NA22,773 1.9% $91.18 1/31/2025 NAV
TopShop(4)
NA / NA / NA22,712 1.9% $71.55 3/31/2025 NAV
Express Women(5)
NA / NA / NA19,375 1.6% $74.70 1/31/2026 NAV
Zara International(6)
NA / NA / NA18,996 1.6% $90.00 8/31/2024 NAV
A’Gaci TooNA / NA / NA18,493 1.5% $21.17 1/31/2022 $353
Banana RepublicBaa3 / BBB- / BBB-17,049 1.4% $50.00 3/31/2018 $797
The GapBaa3 / BBB- / BBB-17,000 1.4% $48.00 1/31/2019 $577
Galleria Ice RinkNA / NA / NA16,924 1.4% $46.80 9/30/2020 $147
(1)Based on the underwritten rent roll.
(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)H&M is a new tenant with less than 12 months of sales history.
(4)TopShop has executed a lease but has not yet taken occupancy or commenced paying rent. The tenant is expected to take occupancy in April 2015.
(5)
Express Women executed a lease that will commence in 2015 and therefore the tenant does not have any sales history.
(6)
Zara International has recently relocated its space and does not have 12 months of sales in the new unit. Total gross sales in the previous unit were approximately $28.1 million.
 
Lease Rollover Schedule(1)
YearNumber
of Leases Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
 Base Rent
Expiring
 % of
Base
Rent
Expiring
Cumulative
Net Rentable
Area
Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent Expiring
Cumulative
% of Base
Rent
Expiring
Vacant(2)
NAP 193,261 15.9% NAP NAP 193,261 15.9% NAP NAP
2015 & MTM5 10,498 0.9 $735,916 1.0% 203,759 16.8% $735,916 1.0%
201638 80,265 6.6 6,370,748 8.3 284,024 23.4% $7,106,664 9.3%
201734 83,887 6.9 6,979,276 9.1 367,911 30.4% $14,085,940 18.5%
201819 87,286 7.2 5,577,727 7.3 455,197 37.6% $19,663,667 25.8%
201939 140,369 11.6 10,193,010 13.4 595,566 49.1% $29,856,677 39.1%
202020 59,204 4.9 3,743,684 4.9 654,770 54.0% $33,600,361 44.0%
202118 64,984 5.4 6,601,624 8.6 719,754 59.4% $40,201,985 52.7%
202221 140,009 11.6 4,610,341 6.0 859,763 70.9% $44,812,326 58.7%
202329 97,306 8.0 8,219,261 10.8 957,069 79.0% $53,031,587 69.5%
202443 129,398 10.7 13,162,455 17.2 1,086,467 89.6% $66,194,041 86.7%
202517 87,469 7.2 7,545,895 9.9 1,173,936 96.9% $73,739,937 96.6%
2026 & Beyond9 38,070 3.1 2,605,213 3.4 1,212,006 100.0% $76,345,149 100.0%
Total292 1,212,006 100.0% $76,345,149 100.0%        
(1)Based on the underwritten rent roll. Includes Saks Fifth Avenue and Neiman Marcus, which own their improvements but not their related pad sites which are ground leased from the borrowers. The square footage for these two anchors is not included in the above chart; however, Saks Fifth Avenue’s Base Rent is included. Neiman Marcus does not pay Base Rent; however, the tenant pays approximately $1.5 million in common area maintenance fees, which is not included in the above chart.
(2)Includes 116,460 square feet of gross leasable area associated with the redevelopment of the property that is currently underway, which amount is subject to fluctuation based on the final redevelopment.
 
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 JPMBB 2015-C28
 
Houston Galleria
 
Operating History and Underwritten Net Cash Flow 
               
 2011 2012 2013 2014 Underwritten Per
Square
Foot
 
%(1)
 
Rents in Place(2)
$60,809,445 $65,379,243 $69,482,051 $71,218,749 $76,345,149 $62.99 46.7% 
Rent Steps0 0 0 0 1,859,783 1.53 1.1 
Vacant Income(3)
0 0 0 0 14,663,938 12.10 9.0 
Gross Potential Rent$60,809,445 $65,379,243 $69,482,051 $71,218,749 $92,868,870 $76.62 56.8% 
Total Reimbursements34,134,168 37,323,585 36,827,292 43,439,460 53,739,370 44.34 32.9 
Marketing Income1,851,458 2,011,809 2,124,361 2,135,311 2,195,401 1.81 1.3 
Overage Rent5,150,425 6,116,635 7,155,916 6,089,835 5,667,729 4.68 3.5 
Parking2,672,123 2,919,749 3,186,839 3,709,016 2,492,000 2.06 1.5 
Temporary Tenants and Other Rents7,162,968 7,159,342 7,256,055 6,810,944 6,402,487 5.28 3.9 
Net Rental Income$111,780,587 $120,910,363 $126,032,514 $133,403,315 $163,365,858 $134.79 100.0% 
(Vacancy/Credit Loss)(1,604,438) (1,120,601) 1,666,567 (557,987) (22,649,430) (18.69) (13.9%) 
Other Income(4)
2,957,098 2,924,744 3,288,118 3,522,892 3,095,336 2.55 1.9 
Effective Gross Income$113,133,247 $122,714,506 $130,987,199 $136,368,220 $143,811,764 $118.66 88.0% 
               
Total Expenses$31,951,875 $34,947,477 $36,857,287 $39,803,830 $41,482,463 $34.23 28.8% 
               
Net Operating Income$81,181,372 $87,767,029 $94,129,912 $96,564,390 $102,329,302 $84.43 71.2% 
               
Total TI/LC, Capex/RR0 0 0 0 2,256,878 1.86 1.6 
Net Cash Flow$81,181,372 $87,767,029 $94,129,912 $96,564,390 $100,072,424 $82.57 69.6% 
               
Average Annual Rent PSF(5)
$53.38 $55.61 $57.91 $59.78       
 
(1)Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(2)Underwritten Rents in Place includes several signed leases not yet commenced (approximately 68,260 of square feet and approximately $4.8 million of base rent) as well as leases out for signature or in documentation (approximately 24,723 of square feet and approximately $2.1 million of base rent). Rent steps through December 31, 2015 totaling approximately $1.9 million were underwritten including lease renewals that are currently out for signature.
(3)Vacant Income includes $7,794,668 of base rent attributable to approximately 116,000 square feet of gross leasable area associated with the redevelopment of the property that will be included in the collateral for the loan.
(4)Other Income primarily includes media, storage, local sponsorships, play area sponsorships and other miscellaneous income.
(5)Average Annual Rent PSF is based on historical financial statements and leased square footage as of December 31 of each respective year. Underwritten Average Annual Rent PSF is based on Underwritten Rents in Place and Underwritten Rent Steps and current occupancy of 98.3% as of December 31, 2014.
 
Property Management. The property is managed by Simon Management Associates (Texas), LLC, an affiliate of the loan sponsors.
 
Escrows and Reserves. No upfront escrows were taken at origination.
 
Tax Escrows - The requirement for the borrowers to make monthly deposits into the tax escrow is waived so long as (i) there is no event of default, (ii) no DSCR Reserve Trigger Period (as defined below) exists and (iii) the borrowers do not (a) become delinquent on taxes or (b) fail to provide the lender with satisfactory evidence that taxes have not become delinquent upon request.
 
A “DSCR Reserve Trigger Period” means the debt service coverage ratio as calculated in the loan documents based on the trailing four calendar quarters falls below 1.75x for two consecutive calendar quarters.
 
Insurance Escrows - The requirement for the borrowers to make monthly deposits to the insurance escrow is waived so long as no event of default exists. In addition, the borrowers are not required to make monthly deposits for insurance premiums so long as the borrowers provide satisfactory evidence that the property is insured under an acceptable blanket policy in accordance with the loan documents.
 
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 JPMBB 2015-C28
 
Houston Galleria
 
Replacement Reserves - The requirement for the borrowers to make monthly deposits to the replacement reserve is waived so long as no DSCR Reserve Trigger Period exists and there is no event of default. Following the occurrence and during the continuance of a DSCR Reserve Trigger Period or an event of default, the borrowers are required to deposit $22,529 per month (approximately $0.22 per square foot annually) for replacement reserves. The reserve is subject to a cap of $540,698 (approximately $0.45 per square foot).
 
TI/LC Reserves - The requirement for the borrowers to make monthly deposits to the TI/LC reserve is waived so long as no DSCR Reserve Trigger Period exists and there is no event of default. Following the occurrence and during the continuance of a DSCR Reserve Trigger Period or an event of default, the borrowers are required to deposit approximately $90,116 per month (approximately $0.89 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $2,162,790 (approximately $1.78 per square foot).
 
Lockbox / Cash Management. The loan is structured with a CMA lockbox. Tenant direction letters were required to be sent to all tenants upon the origination of the loan instructing them to deposit all rents and payments within 30 days of the origination date into the lockbox account controlled by the lender. The funds are then returned to an account controlled by the borrowers until the occurrence of a Cash Sweep Event (as defined below). During the continuance of a Cash Sweep Event, all rents will be swept weekly to a segregated cash management account and held in trust and for the benefit of the lender. The lender will have a first priority security interest in the cash management account. Upon the occurrence and during the continuance of a Cash Sweep Event, all excess cash after payment of debt service, required reserves and budgeted operating expenses will be held as additional security for the loan.
 
A “Cash Sweep Event” means: (i) the occurrence and continuance of an event of default, (ii) any bankruptcy action of any of the borrowers or any affiliated property manager or (iii) the debt service coverage ratio as calculated in the loan documents based on the trailing twelve-months falling below 1.25x.
 
Permitted Mezzanine Debt. The loan sponsors will be permitted to obtain a subordinate mezzanine loan subject to the terms and conditions of the loan documents which include, without limitation, the following: (i) the aggregate combined loan-to-value ratio may not be greater than 45.3%, (ii) the aggregate debt service coverage ratio (as calculated in the loan documents) may be not less than 2.46x; (iii) the aggregate debt yield may not be less than 8.4%; (iv) if the subordinate mezzanine loan bears interest at a floating rate, an interest rate cap or swap agreement must be maintained during the term of the loan at a fixed strike price such that the debt service coverage ratio will not be less than 2.46x; (v) the subordinate mezzanine loan must be co-terminus with the Houston Galleria Whole Loan; (vi) the lenders of such subordinate mezzanine loan enter into an intercreditor agreement reasonably satisfactory to the lender and the rating agencies; and (vii) the subordinate mezzanine loan is subject to rating agency confirmation.
 
Release of Outparcel. The borrowers are permitted to make transfers of non-income producing portions of the property to third parties and affiliates in accordance with the loan documents. In addition, the borrowers may obtain the release of a vacant parcel that was formerly improved by part of a second Macy’s store that closed, subject to satisfaction of certain conditions set forth in the loan agreement.

Condominium. The property forms part of a fractured condominium regime that also includes three office towers and two hotels. The borrowers have the right to appoint the majority of the members of the condominium board. See “Risk Factors—Condominiums and Master Developments May Limit Use and Improvements” in the Free Writing 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 JPMBB 2015-C28
 
The Shops at Waldorf Center
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
The Shops at Waldorf Center
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
The Shops at Waldorf Center
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
The Shops at Waldorf Center
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:JPMCB Single Asset / Portfolio:Single Asset
Original Principal Balance:$78,000,000 Title:Fee
Cut-off Date Principal Balance:$78,000,000 Property Type - Subtype:Retail - Anchored
% of Pool by IPB:6.8% Net Rentable Area (SF):497,529
Loan Purpose:Refinance Location:Waldorf, MD
Borrowers:Madison Waldorf LLC and Year Built / Renovated:1987 / 2009
 WT Lot A LLC 
Occupancy(1):
89.5%
Sponsor:Madison Realty Partnership LLC Occupancy Date:3/15/2015
Interest Rate:4.17436% Number of Tenants:44
Note Date:3/13/2015 2012 NOI:$4,696,947
Maturity Date:4/1/2025 2013 NOI:$5,136,508
Interest-only Period:60 months 
2014 NOI(2):
$5,317,937
Original Term:120 months UW Economic Occupancy:87.7%
Original Amortization:360 months UW Revenues:$9,146,722
Amortization Type:IO-Balloon UW Expenses:$2,598,188
Call Protection:L(25),Grtr1%orYM(92),O(3) 
UW NOI(2):
$6,548,534
Lockbox:Hard UW NCF:$6,152,516
Additional Debt:Yes 
Appraised Value / Per SF(3):
$113,100,000 / $227
Additional Debt Balance:$10,000,000 Appraisal Date:11/25/2014
Additional Debt Type:Mezzanine Loan   
     

Escrows and Reserves(4)
 Financial Information
 InitialMonthlyInitial Cap   Cut-off Date Loan / SF:$157
Taxes:$531,843$66,481N/A   Maturity Date Loan / SF:$143
Insurance:$0SpringingN/A   
Cut-off Date LTV(3):
69.0%
Replacement Reserves:$6,201$6,201N/A   
Maturity Date LTV(3):
62.8%
TI/LC:$31,005$31,005$1,488,213   UW NCF DSCR:1.35x
Other:$6,089,677$0N/A   UW NOI Debt Yield:8.4%
        
 
Sources and Uses 
SourcesProceeds   % of Total UsesProceeds% of Total
Mortgage Loan$78,000,00088.6 Payoff Existing Debt$56,627,14564.3
Mezzanine Loan10,000,00011.4  Return of Equity23,473,90026.7 
     Upfront Reserves6,658,7267.6 
     Closing Costs1,240,2301.4 
Total Sources$88,000,000100.0% Total Uses$88,000,000100.0
(1)Occupancy includes LA Fitness (30,253 square feet) which has an executed lease but is not yet in occupancy. LA Fitness is expected to take occupancy in June 2015 and commence paying rent in November 2015.
(2)UW NOI is higher than 2014 NOI primarily due to underwriting the recently executed leases for LA Fitness, Sport Clips, Bob’s Furniture and Ross, accounting for approximately $1.3 million in underwritten base rent. UW NOI also includes rent escalations through December 2015.
(3)
The Appraised Value, Cut-off Date LTV and Maturity Date LTV reflect the “Hypothetical” value of $110,000,000 provided by the related appraisal plus $3,100,000 for the value of certain excess land.  The “Hypothetical” appraised value assumes that LA Fitness has taken occupancy and commenced paying rent.  At origination, the borrowers were required to reserve the full outstanding amount of the remaining tenant improvements and free rent required under the tenant’s lease, as described in “Escrows and Reserves” below. The Cut-off Date LTV and Maturity Date LTV reflecting the hypothetical property value excluding the value of excess land are 70.9% and 64.5%, respectively.
(4)
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
 
The Loan. The Shops at Waldorf Center loan has an outstanding principal balance of $78.0 million and is secured by a first mortgage lien on a 497,529 square foot open-air shopping center located in Waldorf, Maryland. The loan has a 10-year term and, subsequent to a five-year interest-only period, will amortize on a 30-year schedule.
 
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 JPMBB 2015-C28
 
The Shops at Waldorf Center
 
The Borrowers. The borrowing entities for The Shops at Waldorf Center loan are Madison Waldorf LLC and WT Lot A LLC, each a Maryland limited liability company and special purpose entity.
 
The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Madison Realty Partnership LLC, a Delaware limited liability company. Madison Realty Partnership LLC is an affiliate of Madison Marquette Property Investments (“Madison Marquette”), a leading real estate investment firm which specializes in retail and mixed use development properties across the United States. Founded in 1992, Madison Marquette currently operates a portfolio of real estate investments totaling more than 20.0 million square feet. The property was developed in 1987 by Trammell Crow and Capital Guidance. Since then, the developers have invested capital to re-tenant and upgrade the property. The current outstanding debt on the property is approximately $57.0 million. Capital Guidance has since formed Madison Marquette to handle all of the leasing for its retail shopping center portfolio.
 
The Property. The Shops at Waldorf Center is a 497,529 square foot open-air shopping center located in Waldorf, Maryland, approximately 30.0 miles southeast of Washington D.C. at the intersection of Highway 301 and Route 228. The property was originally developed in 1987 and renovated in 2009. The property consists of The Shops at Waldorf Center East and a directly adjacent phase II expansion parcel, known as The Shops at Waldorf Center West (the “Phase II Expansion”). The land under the Phase II Expansion was purchased by Madison Marquette in 2005. The Phase II Expansion is located on a separate tax parcel and consists of six pads, two of which have already been developed and are occupied by CVS, which leases approximately 2.6% of the net rentable area through January 2036, and Silver Diner, which leases approximately 1.6% of the net rentable area through May 2034.
 
As of March 15, 2015, the property was 89.5% leased by 44 tenants. The property features a predominantly national tenancy as well as 10 credit tenants. Furthermore, many of the anchor and major tenants at the center are unique-to-the-market offerings and the average distance of the next closest location for each of these tenants is over 24.3 miles. The largest tenant at the property, Christmas Tree Shops, leases approximately 7.1% of the net rentable area through January 2026. Christmas Tree Shops is a subsidiary of Bed, Bath & Beyond and operates a chain of stores that offer holiday gifts, home decoration products and patio and garden products across the United States. The second largest tenant, hhgregg, leases approximately 6.3% of the net rentable area through August 2020. Hhgregg is a specialty retailer of home appliances, televisions, computers and tablets, consumer electronics and home furniture. Hhgregg operates 229 stores across the United States and the stores are located predominantly in power centers or freestanding locations in high traffic areas. The third largest tenant, PetSmart, leases approximately 6.2% of the net rentable area through January 2020. PetSmart is a leading specialty provider of products, services and solutions for the lifetime needs of pets. The company’s pet service offerings include grooming, training, day camp for dogs and boarding. Other significant tenants at the property include Babies “R” Us, Ross, Modell’s, Staples and Michaels.
 
The property is located in Waldorf, Maryland, which is the north/central portion of Charles County and is considered part of the Washington, D.C. metropolitan statistical area. The property has frontage along Crain Highway, Waldorf’s major commercial and retail corridor extending south from Washington, D.C. to northwest Maryland. The property’s retail corridor includes the St. Charles Towne Center, an approximately 1.2 million square foot regional mall that is anchored by a Sears, JCPenney, Kohl’s and Macy’s, located approximately 1.4 miles from the property. According to the appraisal, area has also experienced residential growth with indications of continued development. The master-planned community of St. Charles, which is less than two miles from the property, has approximately 10,000 housing units, 2.7 million square feet of commercial development and 1.4 million square feet of industrial space that has been developed to date. According to the appraisal, the trade area within a five-mile radius contained approximately 82,985 people, with a median household income of $95,136 as of 2014. The appraisal concluded that market rents were generally in-line with the rents in-place at the property. The appraisal estimated average market rents of $29.00 per square foot for in-line space below 3,000 square feet and average rents of $24.00 per square foot for space above 3,000 square feet compared to the property’s current average contract rents of $28.04 per square foot for small in-line tenants and $24.58 per square foot for large in-line tenants. The Charles County retail market reported an overall vacancy rate of 7.2%.

Historical and Current Occupancy(1)
    
201220132014
Current(2)(3)
83.7%86.4%89.5%89.5%
(1)Historical Occupancies are as of December 31 of each respective year and excludes temporary tenants.
(2)Current Occupancy is as of March 15, 2015.
(3)Occupancy includes LA Fitness (30,253 square feet) which has an executed lease but is not yet in occupancy. LA Fitness is expected to take occupancy in June 2015 and commence paying rent in November 2015.
 
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 JPMBB 2015-C28
 
The Shops at Waldorf Center

Tenant Summary(1)
               
Tenant 
Ratings(2)
Moody’s/S&P/Fitch
 Net Rentable
Area (SF)
 
% of
Total NRA
 Base
Rent PSF
 
Sales
PSF
(3)
 
Occupancy
Costs
(3)
 Lease
Expiration Date
Christmas Tree Shops Baa1 / A- / NA 35,232 7.1% $8.99  NA  NA  1/31/2026   
hhgregg NA / NA / NA 31,537 6.3% $13.00  NA  NA  8/31/2020   
PetSmart NA / BB+ / NA 30,900 6.2% $8.74  $256  3.4%  1/31/2020   
Babies “R” Us Caa2 / B- / CC 30,719 6.2% $12.10  NA  NA  1/31/2019   
LA Fitness NA / NA / NA 30,253 6.1% $19.00  NA  NA  10/31/2027   
Bob’s Furniture NA / NA / NA 30,103 6.1% $13.00  NA  NA  3/31/2020   
Michaels NA / B / NA 28,000 5.6% $14.50  $147  9.9%  1/31/2019   
Ross A3 / A- / NA 24,846 5.0% $10.00  $288  3.5%  1/31/2021   
Modell’s NA / NA / NA 17,825 3.6% $13.00  $106  12.2%  1/31/2023   
Staples Baa2 / BBB- / BBB- 15,656 3.1% $14.25  $436  3.3%  9/30/2022   
(1)
Based on the underwritten rent roll.
(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)Sales PSF and Occupancy Costs represent sales for the twelve-month period ended on December 31, 2014 for all tenants.
 
Lease Rollover Schedule(1)
 
                   
Year Number
of Leases Expiring
 Net
Rentable
Area
Expiring
 % of
NRA
Expiring
 Base Rent
Expiring
 % of
Base
Rent
Expiring
 
Cumulative
Net Rentable
Area
Expiring
 Cumulative
% of NRA
Expiring
 Cumulative
Base Rent
Expiring
 Cumulative
% of Base
Rent
Expiring
Vacant NAP 52,177  10.5 NAP  NAP  52,177  10.5 NAP  NAP 
2015 & MTM 3 8,901  1.8  $128,193  1.8% 61,078  12.3 $128,193  1.8% 
2016 0 0  0.0  0  0.0  61,078  12.3 $128,193  1.8% 
2017 5 15,820  3.2  511,701  7.0  76,898  15.5 $639,894  8.8% 
2018 4 13,308  2.7  221,731  3.0  90,206  18.1 $861,624  11.8% 
2019 9 90,589  18.2  1,483,773  20.3  180,795  36.3 $2,345,398  32.2% 
2020 4 97,044  19.5  1,161,466  15.9  277,839  55.8 $3,506,864  48.1% 
2021 3 34,187  6.9  510,298  7.0  312,026  62.7 $4,017,162  55.1% 
2022 3 23,474  4.7  497,656  6.8  335,500  67.4 $4,514,818  61.9% 
2023 6 58,780  11.8  945,315  13.0  394,280  79.2 $5,460,133  74.9% 
2024 2 4,813  1.0  139,577  1.9  399,093  80.2 $5,599,710  76.8% 
2025 1 12,093  2.4  175,349  2.4  411,186  82.6 $5,775,058  79.2% 
2026 & Beyond 4 86,343  17.4  1,516,564  20.8  497,529  100.0 $7,291,622  100.0% 
Total 44 497,529  100.0 $7,291,622  100.0            
(1)Based on the underwritten rent roll.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
The Shops at Waldorf Center
 
Operating History and Underwritten Net Cash Flow
 
 
  2012 2013 2014 Underwritten Per Square
Foot
 
%(1)
Rents in Place(2)
 $5,737,084 $5,958,171 $6,269,985 $7,291,622 $14.66 69.9
Vacant Income 0 0 0 1,026,792 2.06 9.8 
Gross Potential Rent $5,737,084 $5,958,171 $6,269,985 $8,318,414 $16.72 79.7
Total Reimbursements 1,334,523 1,557,539 1,812,745 2,113,480 4.25 20.3 
Net Rental Income $7,071,606 $7,515,710 $8,082,730 $10,431,894 $20.97 100.0
(Vacancy/Credit Loss) 0 0 (256,419) (1,287,672) (2.59) (12.3
Other Income 1,480 13,347 19,834 2,500 0.01 0.0 
Effective Gross Income $7,073,086 $7,529,057 $7,846,145 $9,146,722 $18.38 87.7
              
Total Expenses $2,376,139 $2,392,550 $2,528,208 $2,598,188 $5.22 28.4
              
Net Operating Income $4,696,947 $5,136,508 $5,317,937 $6,548,534 $13.16 71.6
              
Total TI/LC, Capex/RR 0 0 0 396,018 0.80 4.3 
Net Cash Flow $4,696,947 $5,136,508 $5,317,937 $6,152,516 $12.37 67.3
(1)Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(2)Underwritten Rents in Place include full contractual rent and reimbursements for the recently executed leases for LA Fitness, Sport Clips, Bob’s Furniture and Ross, accounting for approximately $1.3 million in underwritten base rent. LA Fitness is expected to take possession of its space in June 2015 and commence paying rent in November 2015. Underwritten Rents in Place also include rent escalations through December 2015.
 
Property Management. The property is managed by Madison Marquette Retail Services LLC, an affiliate of the loan sponsor.
 
Escrows and Reserves. At origination, the borrowers deposited into escrow approximately $3,776,372 for outstanding tenant improvements and leasing commissions, $1,213,863 for a construction reserve related to the LA Fitness lease, $1,080,769 for free rent obligations associated with the LA Fitness lease, $531,843 for real estate taxes, $18,673 for a deferred maintenance reserve, $31,005 for a tenant improvement and leasing commission reserve and $6,201 for a replacement reserve.
 
Tax Escrows - On a monthly basis, the borrowers are required to escrow 1/12 of the annual estimated tax payments, which currently equates to $66,481.
 
Insurance Escrows - The requirement for the borrowers to make monthly deposits to the insurance escrow is waived so long as no event of default or Cash Sweep Event (as defined below) exists and so long as the borrowers provide satisfactory evidence that the property is insured under an acceptable blanket policy.
 
Replacement Reserves - On a monthly basis, the borrowers are required to escrow $6,201 (approximately $0.15 per square foot annually) for replacement reserves.
 
TI/LC Reserves - On a monthly basis, the borrowers are required to escrow $31,005 (approximately $0.75 per square foot annually) for future tenant improvements and leasing commissions. The reserve is subject to a cap of $1,488,213 (approximately $2.99 per square foot).
 
Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. Tenant direction letters were sent to all tenants upon the closing of the loan instructing them to deposit all rents and payments into the lockbox account. All funds in the lockbox account are swept daily to a segregated cash management account under the control of the lender and disbursed during each interest period in accordance with the loan documents. To the extent there is a Cash Sweep Event, all excess cash flow after payment of the debt service, required reserves and operating expenses will be held as additional collateral for the loan. The lender will have a first priority security interest in the cash management account.
 
A “Cash Sweep Event” means the occurrence of: (i) an event of default, (ii) any bankruptcy action of any of the borrowers or the property manager or (iii) the debt service coverage ratio as calculated in the loan documents based on the trailing three-month period being less than (a) 1.20x prior to April 1, 2016 and (b) 1.05x on or after April 1, 2016.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
The Shops at Waldorf Center
 
Additional Debt. The $10.0 million mezzanine loan is secured by direct equity interests in the borrowers and is coterminous with the mortgage loan. The mezzanine loan is interest-only for the term of the loan and has a 11.00000% coupon. Including the mezzanine loan, the Cut-off Date LTV is 77.8%, the UW NCF DSCR is 1.08x and the UW NOI Debt Yield is 7.4%.
 
Outparcel Releases. The borrowers may release several unimproved outparcels from the lien of the loan documents without the payment of a release price, upon the following terms and conditions: (i) no event of default exists; (ii) after giving effect to the release, the loan-to-value ratio of the property (including the mezzanine loan) does not exceed 72.5%; (iii) after giving effect to the release, the debt service coverage ratio (based on net income and including the mezzanine loan) based on trailing 12 months will be equal to or greater than 1.25x; and (iv) delivery of a REMIC opinion.
 
Condominium Conversion. The borrowers have the right to convert either all or a specified portion of the property into a condominium upon the terms and conditions set forth in the related loan documents including, without limitation: (i) there is no event of default which has occurred and is continuing; (ii) the lender approves the condominium documents (including the number and specifications of the various units); and (iii) the lender receives updated insurance certificates showing that the condominium complies with the insurance requirements of the loan documents and evidence of payment of the premiums.
 
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 SheetJPMBB 2015-C28
 
333 North Central Avenue
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
 
333 North Central Avenue
 
(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(jpmorgan logo)52 of 134(barclays logo)
 
 
 

 
 
Structural and Collateral Term SheetJPMBB 2015-C28
 
333 North Central Avenue
 
(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
 
333 North Central Avenue
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:Barclays Single Asset / Portfolio:Single Asset
Original Principal Balance:$71,500,000 
Title(1):
Leasehold
Cut-off Date Principal Balance:$71,500,000 Property Type - Subtype:Office - CBD
% of Pool by IPB:6.3% Net Rentable Area (SF):249,012
Loan Purpose:Acquisition Location:Phoenix, AZ
Borrower:ARCP OFC Phoenix (Central) AZ, Year Built / Renovated:2010 / N/A
 LLC 
Occupancy:
100.0%
Sponsor:Cole Corporate Income Operating Occupancy Date:3/3/2015
 Partnership II, LP Number of Tenants:2
Interest Rate:4.76600% 
2012 NOI(2):
N/A
Note Date:3/11/2015 
2013 NOI(2):
N/A
Anticipated Repayment Date(3):
4/6/2020 
2014 NOI(4):
$6,441,559
Interest-only Period:60 months UW Economic Occupancy:96.2%
Original Term:60 months UW Revenues:$9,678,573
Original Amortization:None UW Expenses:$2,547,703
Amortization Type:ARD-Interest Only 
UW NOI(4):
$7,130,869
Call Protection:L(24),Grtr1%orYM(32),O(4) UW NCF:$6,649,083
Lockbox:Hard Appraised Value / Per SF:$110,000,000 / $442
Additional Debt:N/A Appraisal Date:1/14/2015
Additional Debt Balance:N/A   
Additional Debt Type:N/A   
     
        
Escrows and Reserves(5)
 Financial Information
  InitialMonthlyInitial Cap   Cut-off Date Loan / SF:$287
Taxes:$0$0N/A   
Maturity Date Loan / SF(6):
$287
Insurance:$0SpringingN/A   Cut-off Date LTV:65.0%
Replacement Reserves:$0$3,113N/A   
Maturity Date LTV(6):
65.0%
TI/LC:$0Springing$4,929,800   UW NCF DSCR:1.92x
Other:$47,194$1,200N/A   UW NOI Debt Yield:10.0%
       
         
Sources and Uses(7)
 
SourcesProceeds% of Total  UsesProceeds% of Total
Mortgage Loan$71,500,00064.5 Purchase Price$110,000,00099.2
Sponsor Equity39,354,62935.5  Closing Costs807,4350.7 
     Reserves47,1940.0 
Total Sources$110,854,629100.0 Total Uses$110,854,629100.0
(1)
The fee interest in the property is held by the City of Phoenix as part of a tax abatement program. For a full description, please refer to “GPLET Tax Abatement and Development Lease” below.
(2)2012 NOI and 2013 NOI were not available as the property was acquired by the loan sponsor in November 2014.
(3) 
The loan is structured with an anticipated repayment date of April 6, 2020 (the “ARD”). If the loan is not paid off on or before the ARD, then the interest rate (“Revised Rate”) will equal the initial interest rate of 4.76600% (the “Initial Interest Rate”) plus 3.00000% (the “Step Up Rate”), the borrower will be required to make monthly payments based on the Revised Rate, the portion of the payment based on the Step Up Rate will be applied to pay principal and the payment of interest accrued at the Step Up Rate will be deferred. In addition, from and after the ARD, all excess cash flow from the property, after payment of reserves, the interest calculated at the Initial Interest Rate, and operating expenses, will be applied to the outstanding principal balance of the loan. The final maturity date of the loan is April 6, 2025.
(4)The increase from 2014 NOI to UW NOI is primarily due to the inclusion of $1,242,991 in average contractual rent increases for the investment grade tenant Freeport McMoRan through the final maturity date of the loan.
(5)
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(6)Maturity Date Loan / SF and Maturity Date LTV are as of the ARD.
(7)The loan sponsor acquired the property in November 2014 for $110.0 million and paid for the  related costs using a revolving line of credit. The proceeds of the loan were used to repay the revolving line of credit and serve as permanent acquisition financing. The Sources and Uses displayed above are net of the November 2014 acquisition and related costs.
 
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 SheetJPMBB 2015-C28
 
333 North Central Avenue
 
The Loan. The 333 North Central Avenue loan has an outstanding principal balance of $71.5 million and is secured by a first mortgage lien on the borrower’s leasehold interest in the 249,012 square foot, Class A office component of a 26-story, mixed use tower located in downtown Phoenix, Arizona. The loan is structured with an ARD of April 6, 2020 and a final maturity date of April 6, 2025, and is interest-only until the ARD.
 
The Borrower. The borrowing entity for the 333 North Central Avenue loan is ARCP OFC Phoenix (Central) AZ, LLC, a Delaware limited liability company and special purpose entity.
 
The Sponsor. The loan sponsor and nonrecourse carve-out guarantor is Cole Corporate Income Operating Partnership II, LP, an affiliate of Cole Office & Industrial REIT (CCIT II), Inc. (“CCIT II”). CCIT II is a non-listed real estate investment trust that invests primarily in single-tenant, income-producing, necessity office and industrial properties that are leased to credit tenants under long-term net leases. As of February 28, 2015, CCIT II indirectly owned 23 properties located in 15 states, consisting of approximately 7.2 million gross rentable square feet of corporate office and industrial space. Between September 11, 2014 and February 28, 2015, CCIT II acquired 11 properties for approximately $396.5 million including distribution centers for both Amazon and Proctor & Gamble and a FedEx Ground logistics hub. CCIT II is managed by an affiliate of Cole Capital Corporation, the private capital management business of American Realty Capital Properties, Inc. See “Risk Factors—Litigation or Other Legal Proceedings Could Adversely Affect the Mortgage Loans” in the Free Writing Prospectus.
 
The Property. 333 North Central Avenue is a 26-story hotel and office tower consisting of a 242-room, four star, full service Westin Phoenix Downtown, located on floors 11 through 18; and a 246,490 square foot, Class A office that serves as the headquarters of Freeport McMoRan, located on floors 19 through 26. The ground floor contains separate hotel and office lobbies (each with a dedicated entrance) as well as a 2,522 square foot office leased to the Arizona Commerce Authority. A nine-story parking garage containing 574 spaces occupies floors 2 through 10. The collateral for the loan is comprised of the office components on the ground floor and floors 19 through 26, totaling 249,012 square feet, and 514 spaces in the parking garage (parking ratio of approximately 2.06 spaces per 1,000 square feet of net rentable area).The 26-story building shell was originally completed in November 2009. The office space was completed and occupied in May 2010 and the hotel opened in March 2011. At the time of completion, 333 North Central Avenue was the first high-rise building built in Phoenix in approximately ten years. The building features nine-foot floor to ceiling windows, transparent dichroic glass shading elements and panoramic views of the surrounding city and mountain ranges.
 
As of March 3, 2015, the collateral was 100.0% leased to two tenants. The largest tenant at the property, Freeport McMoRan, leases 246,490 square feet on floors 19 to 26 through May 16, 2027 for use as the firm’s global headquarters with two five-year extension options and no termination options. Each floor has a mixture of perimeter private offices, interior bullpen stations, conference rooms and an employee lunch room. The 26th floor has a more extensive build-out with an executive full kitchen and lunch room, a high-end conference room and five executive offices. Freeport McMoRan is a Fortune 500 international natural resources company that operates large, long-lived, geographically diverse assets with significant proven and probable reserves of copper, gold, molybdenum, cobalt, oil and natural gas. According to the appraisal, Freeport McMoRan is the world’s largest publicly traded copper producer and the world’s largest producer of molybdenum. The company’s portfolio of assets includes the Grasberg mining complex in Indonesia, the world’s largest copper and gold mine in terms of recoverable reserves, significant mining operations in the Americas, including the large scale Morenci and Safford minerals districts in North America and the Cerro Verde and El Abra operations in South America. Freeport McMoRan has significant operations in Arizona, with five of its seven operating North American copper mines located within driving distance of its headquarters in the 333 North Central Avenue tower. Freeport McMoRan is rated Baa2 / BBB- / BBB by Moody’s, S&P and Fitch, respectively.
 
The second largest tenant at the property, Arizona Commerce Authority (“ACA”), leases a 2,522 square foot office on the ground floor through September 22, 2021. ACA is a public-private economic development organization with a mission to grow and strengthen Arizona’s economy by recruiting out-of-state companies to expand their operations in Arizona. ACA also works with existing companies to grow their business in Arizona and partners with entrepreneurs and companies to create new jobs and businesses in targeted industries. ACA is rated Aa3 / AA- by Moody’s and S&P, respectively.
 
The property is located at the northeast corner of Central Avenue and Van Buren Street in the heart of the downtown Phoenix central business district. According to the appraisal, the neighborhood is comprised primarily of high-rise office, commercial and retail improvements, including governmental facilities that extend from Central Avenue to the Capital building at 17th Avenue and Washington Street along the Governmental Mall. The property is located across the street from the Central Station transit hub of the new 20-mile METRO light rail transit system that connects Phoenix with Tempe and Mesa. The downtown Phoenix area has seen the development of hundreds of new urban residential units and is also emerging as the region’s new center for biosciences, university collaboration and high-wage science and technology enterprises. The Phoenix Bioscience Center at Copper Square, which serves as the headquarters of the International Genomics Consortium, the Arizona Biomedical Collaborative and the Translational Genomics Research Institute are located along Fifth Street between Van Buren and Fillmore streets, approximately five blocks east of the 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 SheetJPMBB 2015-C28
 
333 North Central Avenue
 
Interstate 10, approximately one and a half miles north of the property, connects the area south to Tucson through Tempe and Chandler and west to California. Interstate 10 intersects with Interstate 17, three miles west of the property, which runs north to Flagstaff. The Phoenix Sky Harbor International Airport is approximately five miles east of the property.
 
According to the appraisal, the Phoenix office market continues to show steady signs of recovery. In the third quarter of 2014, the market posted its 14th consecutive quarter of positive absorption with vacancy declining 0.4% year-over-year. According to the appraisal, the property is located in the downtown submarket of the Phoenix central business district. As of the third quarter of 2014, the submarket consisted of approximately 6.8 million square feet of office space with an overall vacancy rate of 16.9% and average rents of $24.89 per square foot. The appraisal identified eight directly competitive single tenant properties built between 1986 and 2014 that range in size from approximately 104,914 to 492,116 square feet. Asking rents for the comparable properties range from $20.60 to $30.25 per square foot. The in-place office rental rate at the property is $30.02 per square foot, which is in line with the appraisal’s concluded market rent of $30.00 per square foot.

Historical and Current Occupancy(1)
2011201220132014
Current(2)
100.0%100.0%100.0%100.0%100.0%
(1)Historical Occupancies are as of December 31 of each respective year.
(2)Current Occupancy is as of March 3, 2015.
 
Tenant Summary(1)
Tenant 
Ratings(2)(3)
Moody’s/S&P/Fitch
 Net Rentable
Area (SF)
 
% of
Total NRA
 
UW Base
Rent PSF
(4)
 
Lease
Expiration Date
Freeport McMoRan Baa2 / BBB- / BBB 246,490 99.0% $35.04 5/16/2027
Arizona Commerce Authority Aa3 / AA- / NA 2,522 1.0% $31.84 9/22/2021
(1)Based on the underwritten rent roll.
(2)Ratings provided are for the parent company of the entity listed in the “Tenant” field whether or not the parent company guarantees the lease.
(3)Ratings for Freeport McMoRan are for the entity on the lease at the property. The parent company’s ratings are Baa3 / BBB- / BBB by Moody’s, S&P and Fitch, respectively.
(4)UW Base Rent PSF for Freeport McMoRan includes $5.04 per square foot in average contractual rent increases through the final maturity date of the loan.

Lease Rollover Schedule(1)
Year Number
of Leases
Expiring
 Net
Rentable
Area
Expiring
 % of
NRA
Expiring
 Base Rent
Expiring
 % of
Base
Rent
Expiring
 Cumulative
Net Rentable
Area
Expiring
 Cumulative
% of NRA
Expiring
 Cumulative
Base Rent
Expiring
 Cumulative
% of Base
Rent
Expiring
 
Vacant NAP 0  0.0 NAP NAP  0 0.0%  NAP NAP 
2015 & MTM 0 0  0.0  $0 0.0% 0 0.0%  $0 0.0% 
2016 0 0  0.0  0 0.0  0 0.0%  $0 0.0% 
2017 0 0  0.0  0 0.0  0 0.0%  $0 0.0% 
2018 0 0  0.0  0 0.0  0 0.0%  $0 0.0% 
2019 0 0  0.0  0 0.0  0 0.0%  $0 0.0% 
2020 0 0  0.0  0 0.0  0 0.0%  $0 0.0% 
2021 1 2,522  1.0  80,291 0.9  2,522 1.0%  $80,291 0.9% 
2022 0 0  0.0  0 0.0  2,522 1.0%  $80,291 0.9% 
2023 0 0  0.0  0 0.0  2,522 1.0%  $80,291 0.9% 
2024 0 0  0.0  0 0.0  2,522 1.0%  $80,291 0.9% 
2025 0 0  0.0  0 0.0  2,522 1.0%  $80,291 0.9% 
2026 & Beyond 1 246,490  99.0  8,637,691 99.1  249,012 100.0%  $8,717,982 100.0% 
Total 2 
249,012
  100.0 $8,717,982 100.0          
(1)Based on the underwritten rent roll.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
 
333 North Central Avenue

Operating History and Underwritten Net Cash Flow(1)
         
 2014 Underwritten Per Square
Foot
 
%(2)
Rents in Place(3)
$7,473,810 $8,717,982 $35.01 91.4
Vacant Income0 0 0.00 0.0 
Gross Potential Rent$7,473,810 $8,717,982 $35.01 91.4
Total Reimbursements(4)
363,554 824,007 3.31 8.6 
Net Rental Income$7,837,364 $9,541,989 $38.32 100.0
(Vacancy/Credit Loss)0 (362,880) (1.46) (3.8
Other Income499,464 499,464 2.01 5.2 
Effective Gross Income$8,336,828 $9,678,573 $38.87 101.4
         
Total Expenses(4)
$1,895,269 $2,547,703 $10.23 26.7
         
Net Operating Income$6,441,559 $7,130,869 $28.64 74.7
         
Total Capex/RR0 481,786 1.93 5.0 
         
Net Cash Flow$6,441,559 $6,649,083 $26.70 69.7
(1)Historical operating information prior to 2014 is unavailable as the property was acquired by the loan sponsor in November 2014.
(2)Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)Underwritten Rents in Place is higher than 2014 due to the inclusion of $1,242,991 in average contractual rent increases for the investment grade tenant Freeport McMoRan through the final maturity date of the loan.
(4)
Underwritten Total Expenses is underwritten to the 2018 tax year expense of $460,453 as the property benefits from a GPLET tax abatement. This amount is reimbursed by the tenants and included in Underwritten Total Reimbursements. For a full description, please see “GPLET Tax Abatement and Development Lease” below.
 
Property Management. The property is managed by CREI Advisors, LLC, an Arizona limited liability company and affiliate of the loan sponsor.
 
GPLET Tax Abatement and Development Lease. As an incentive to construct the building within the City of Phoenix’s “Downtown Enhancement District”, a Government Property Lease Excise Tax (“GPLET”) abatement was granted to 333 North Central Avenue upon completion of certain improvements in 2010. The GPLET results in the transfer of the fee interest in the property to the city upon completion of the improvements (“Development Lease”), which fee interest will be returned to the property owner at the end of the Development Lease term in November 2060. In turn, the property taxes are abated for the term of the Development Lease and replaced by rent payments as well as GPLET payments. No real estate taxes are payable during the first eight years after completion. The lease excise taxes then commence in the ninth year and gradually reduce every 10 years as the Development Lease rent payments increase. The underwritten annual property tax expense of $460,453 reflects the 2018 tax year expense allocated to the collateral office component of the building. The allocated property tax expense decreases to $368,362 by the final maturity date of the loan. The underwritten annual Development Lease rent of $14,400 reflects the in place rent through the 2019 tax year allocated to the collateral office component of the building. The allocated Development Lease rent increases to $28,800 by the final maturity date of the loan.
 
Escrows and Reserves. At origination, the borrower deposited into escrow $40,000 for condominium common charges and $7,194 for Development Lease rent.
 
Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payment which currently equates to $0. For additional details, please refer to “GPLET Tax Abatement and Development Lease” above.
 
Insurance Escrows - The requirement for the borrower to make monthly deposits to the insurance escrow will be waived so long as there is no event of default and the borrower provides the lender with evidence that the property is insured pursuant to an acceptable blanket insurance policy.
 
Replacement Reserves - On a monthly basis, the borrower is required to escrow $3,113 (approximately $0.15 per square foot annually) for replacement reserves.
 
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 SheetJPMBB 2015-C28
 
333 North Central Avenue
 
TI/LC Reserves - If Freeport McMoRan’s senior unsecured rating is reduced to Ba1 or lower by Moody’s or BB+ or lower by S&P (a Freeport McMoRan Credit Ratings Event), all excess cash flow after payment of debt service, other required reserves and operating expenses will be deposited into the TI/LC reserve. The reserve is subject to a cap of $4,929,800 ($20.00 per square foot), provided that if Freeport McMoRan’s senior unsecured rating improves to Baa3 by Moody’s or BBB- by S&P, such cap will be reduced to $2,464,900 ($10.00 per square foot). Notwithstanding the foregoing, should Freeport McMoRan’s senior unsecured rating decline to Ba2 or lower by Moody’s or BB or lower by S&P, the reserve will not be subject to a cap. In addition, following a Triggering Event (as defined below) and prior to the ARD, all excess cash flow after payment of debt service, other required reserves and operating expenses will be deposited into the TI/LC reserve.
 
Condominium Common Charges Escrow - If the borrower fails to make any payment of condominium common changes pursuant to the condominium declaration, then the borrower is required to deposit into escrow, on a monthly basis, an amount equal to the condominium common charges payable for the month immediately following the month in which such deposit occurs.
 
Development Lease Rent Escrow - On a monthly basis, the borrower is required to escrow 1/12 of the allocated annual Development Lease rent, which currently equates to $1,200.
 
Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. At origination, the borrower was required to send tenant direction letters to tenants instructing them to deposit all rents and payments directly to the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed on each monthly payment date during the term of the loan in accordance with the loan documents. To the extent that there is a Triggering Event, all excess cash flow after payment of debt service, required reserves and operating expenses will be deposited into the TI/LC reserve.
 
A “Triggering Event” means the period commencing upon the earlier of: (i) an event of default, (ii) Freeport McMoRan going dark or filing for bankruptcy, (iii) a Freeport McMoRan Credit Ratings Event and (iv) the anticipated repayment date.
 
Condominium. The property is divided into a two-unit condominium representing the respective owners of the hotel and office components in the tower. A condominium declaration outlines the rights, responsibilities and obligations of each owner, provides cross easements over building common areas (such as the parking floors) and outlines each unit’s proportional share of various expenses related to the common elements (roof, structure, etc.) and management of common areas.  The condominium association board is comprised of three directors, with each unit appointing a director, and the third jointly appointed by the first two.
 
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 JPMBB 2015-C28
 
One Campus Martius
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
One Campus Martius

(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
One Campus Martius

(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
One Campus Martius
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:SMF II Single Asset / Portfolio:Single Asset
Original Principal Balance(1):
$50,000,000 Title:Fee
Cut-off Date Principal Balance(1):
$50,000,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:4.4% Net Rentable Area (SF):965,078
Loan Purpose:Acquisition Location:Detroit, MI
Borrower:1000 Webward LLC Year Built / Renovated:2003 / N/A
Sponsors:Bedrock Real Estate Services and
Caidan Enterprises, Inc.
 
Occupancy:
99.9%
Interest Rate:4.59000% Occupancy Date:1/1/2015
Note Date:12/31/2014 Number of Tenants:25
Maturity Date:1/6/2020 
2012 NOI(2):
N/A
Interest-only Period:60 months 
2013 NOI(2):
N/A
Original Term:60 months 
2014 NOI(2):
N/A
Original Amortization:None UW Economic Occupancy:92.3%
Amortization Type:Interest Only UW Revenues:$29,990,438
Call Protection:L(27),Def(29),O(4) UW Expenses:$14,827,686
Lockbox:Hard UW NOI:$15,162,751
Additional Debt:Yes UW NCF:$14,752,878
Additional Debt Balance:$75,000,000 Appraised Value / Per SF:$188,000,000 / $195
Additional Debt Type:Pari Passu Appraisal Date:11/11/2014
     
 
Escrows and Reserves(3)
 
Financial Information(1)
 InitialMonthlyInitial Cap   Cut-off Date Loan / SF: $130
Taxes:$197,941$197,941N/A   Maturity Date Loan / SF: $130
Insurance:$70,347$24,075N/A   Cut-off Date LTV: 66.5%
Replacement Reserves:$0$11,876$142,512   Maturity Date LTV: 66.5%
TI/LC:$0$8,043$200,000   UW NCF DSCR: 2.54x
Other:$13,170,000$0N/A   UW NOI Debt Yield: 12.1%
 
Sources and Uses
SourcesProceeds % of Total UsesProceeds % of Total
Mortgage Loan(1)
$125,000,000 79.9%     Purchase Price$142,000,000 90.8%     
Sponsor Equity31,402,066 20.1     Upfront Reserves13,438,288 8.6     
     Closing Costs963,779 0.6     
Total Sources$156,402,066 100.0%     Total Uses$156,402,066 100.0%    
(1)
One Campus Martius is part of a loan evidenced by two pari passu notes with an aggregate original principal balance of $125.0 million. The Financial Information presented in the chart above reflects the Cut-off Date balance of the $125.0 million One Campus Martius Whole Loan.
(2)2012 NOI, 2013 NOI and 2014 NOI are not available as the seller of the property did not provide historical operating statements.
(3)
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
 
The Loan. The One Campus Martius loan is secured by a first mortgage lien on a 16-story, 965,078 square foot, Class A high-rise office building located in downtown Detroit, Michigan. The whole loan has an outstanding principal balance of $125.0 million (the “One Campus Martius Whole Loan”), which is comprised of two pari passu notes, Note A-1 and Note A-2. Note A-2 has an outstanding principal balance as of the Cut-off Date of $50.0 million and is being contributed to the JPMBB 2015-C28 Trust. Note A-1, which has an outstanding principal balance as of the Cut-off Date of $75.0 million, was contributed to the JPMBB 2015-C27 trust. The holder of the Note A-1 (the “Controlling Noteholder”) is the trustee of the JPMBB 2015-C27 trust. The trustee of the JPMBB 2015-C27 trust (or, prior to the occurrence and continuance of a control event under the related pooling and servicing agreement, the directing certificateholder) will be entitled to exercise all of the rights of the Controlling Noteholder with respect to the One Campus Martius Whole Loan; however, the holder of Note A-2 will be entitled, under certain circumstances, to consult with respect to certain major decisions. The loan has a five-year term and is interest-only for the term of the loan. Additionally, the One Campus Martius Whole Loan is not assumable.
 
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 JPMBB 2015-C28
 
One Campus Martius
 
The Borrower. The borrowing entity for the One Campus Martius Whole Loan is 1000 Webward LLC, a Delaware limited liability company and special purpose entity.
 
The Sponsors. The loan sponsors are Bedrock Real Estate Services and Caidan Enterprises, Inc. 1000 Webward LLC, the borrowing entity under the One Campus Martius Whole Loan, is a 50-50 joint venture between Bedrock Real Estate Services and Caidan Enterprises, Inc. Bedrock Real Estate Services is the real estate investment company owned by Dan Gilbert. Mr. Gilbert is the Chairman and founder of Quicken Loans, Inc., a tenant at the property, and has a current estimated net worth of approximately $4 billion. Bedrock Real Estate Services’ current portfolio consists of a controlling interest in more than 60 commercial properties totaling approximately 8.6 million square feet throughout downtown Detroit. Caidan Enterprises, Inc. is the parent company of Meridian Health Plan, a tenant at the property. Meridian Health Plan is the largest of 14 Medicaid health providers in the state of Michigan. The nonrecourse carve-out guarantors are Zup Ventures LLC (an affiliate of Bedrock Real Estate Services) and Caidan Enterprises, Inc.

The Property. One Campus Martius is a 16-story high-rise office building with 965,078 square feet of Class A office and retail space located in downtown Detroit, Michigan. The property features 15 levels of office space, ground floor retail space and a penthouse level dedicated to the building’s mechanical systems. The property includes an attached 12-level parking garage with 2,662 parking stalls that connect to the property via the ground floor as well as a second story skyway. The property was constructed in 2003 and is situated on 4.97 acres. The property was originally developed by Compuware Corporation to serve as its corporate headquarters for a reported cost in excess of $350 million. Between March 2010 and November 2013, Compuware Corporation spent approximately $9.0 million on capital expenditures including electric vehicle charging stations, an urban garden and various other capital improvements. Although not required by the engineering report, according to the loan sponsors, they plan to invest over $3.2 million in capital expenditures over the next year to modernize the parking garage, add building signage for Quicken Loans, Inc. and Meridian Health Plan, improve exterior lighting, refurbish the lobby and fund commissioned art installations for the common areas.

As of January 1, 2015, the property was 99.9% occupied. The largest tenant, Quicken Loans, Inc., is the nation’s largest online home lender and the second largest overall residential mortgage lender in the U.S., with a workforce of approximately 12,000 employees, the majority of which are based out of downtown Detroit. Quicken Loans, Inc. is an affiliate of one of the loan sponsors. Quicken Loans, Inc. expanded from 275,698 square feet to 346,244 square feet at closing by absorbing a portion of the space Compuware Corporation is vacating. The tenant anticipates completing the build-out of the space by June 2015. Quicken Loan, Inc.’s new lease commenced in January 2015, however, the tenant has been in occupancy at the property since 2010 and leases 35.9% of the net rentable area through December 2024. Simultaneously with the closing of the loan, the property seller, Compuware Corporation, downsized its existing office space from 485,644 square feet to 134,564 square feet. Quicken Loans, Inc. and Meridian Health Plan each executed new ten-year leases to immediately absorb the space formerly occupied by Compuware Corporation. All costs and work related to the expansion and relocation are the sole responsibility of Quicken Loans, Inc. and Meridian Health Plan, respectively. Both Quicken Loans, Inc. and Meridian Health Plan commenced paying rent on January 1, 2015. The second largest tenant, Meridian Health Plan, is a Detroit-based privately-held managed care organization and wholly owned subsidiary of Caidan Enterprises, Inc. and is an affiliate of one of the loan sponsors. Meridian Health Plan is the largest HMO Medicaid provider in Michigan by member-count and by geographic range. Meridian Health Plan will take occupancy of its 6th, 7th, 14th and 15th floor spaces in phases throughout 2015 and 2016. Meridian Health Plan anticipates completing build-out of its 6th and 7th floor spaces by June 2015 and September 2015, respectively. If build-out of Meridian Health Plan’s 6th and 7th floor space is not completed by December 2015 and March 2016, respectively, an excess cash flow trap will be triggered. Meridian Health Plan’s lease commenced in January 2015 and it leases 29.1% of the net rentable area through December 2024. Compuware Corporation, the third largest tenant, is the seller of the property and originally constructed the building as its headquarters in 2003. Compuware Corporation agreed to a buyout by Thomas Bravo, LLC, a private equity firm, in 2014. Thomas Bravo, LLC plans to spin off Compuware Corporation’s ancillary business units, including those in occupancy at the property in order to focus on other business lines. Compuware Corporation occupies 13.9% of net rentable area on a new lease that commenced in January 2015 and runs through December 2019. Meridian Health Plan has pre-leased 117,109 square feet of the Compuware Corporation space, resulting in no rental downtime.
 
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 JPMBB 2015-C28
 
One Campus Martius

The property is located at the center of the Detroit central business district (the “CBD”), directly north of Campus Martius Park. Campus Martius Park anchors a two square block district that is the commercial center of downtown Detroit. Campus Martius Park is a 2.5 acre public square and year-round entertainment venue. The Downtown People Mover has a stop adjacent to the One Campus Martius property. The M-1 Rail Line, a planned streetcar line along Woodward Avenue that is currently being constructed in downtown Detroit is expected to have an adjacent stop to the One Campus Martius property. Completion of the M-1 Rail Line is expected in late 2016, though we cannot guarantee the completion of the project by such time. The property is located in the Detroit CBD office submarket which, according to the appraisal, has an overall vacancy rate of 13.1% as of the third quarter of 2014 for Class A office properties. The Detroit CBD submarket contains approximately 7,200,294 square feet of Class A office space as of the third quarter of 2014. The appraisal identified seven comparable recently executed leases ranging from $12.50 to $25.66 per square foot and concluded market rent in the submarket of $24.00 plus electric charges per square foot for the property’s office suites, $21.00 per square foot for the property’s exterior retail suites and $18.00 per square foot for the property’s interior retail suites. The in-place rent at the property is $23.62 per square foot. The appraisal identified 15 properties that are directly competitive with One Campus Martius. The properties range from 245,862 to 2,933,886 square feet and range from 69.0% to 100.0% occupied. The weighted average occupancy for the group is 90.0% and the average rental rate is $22.37.

Historical and Current Occupancy(1)
    
201220132014
Current(2)
N/AN/AN/A99.9%
(1)Historical Occupancy is not available as the seller of the property did not provide historical operating statements.
(2)Current Occupancy is as of January 1, 2015.

Tenant Summary(1)
            
Tenant 
Ratings
Moody’s/S&P/Fitch
 Net Rentable
Area (SF)
 
% of
Total NRA
 Base Rent
PSF
 Lease
Expiration Date
 
Quicken Loans, Inc.(2)
 NA / NA / NA 346,244  35.9% $24.00 12/31/2024 
Meridian Health Plan(3)
 NA / NA / NA 280,534  29.1% $24.00 12/31/2024 
Compuware Corporation(4)
 NA / NA / NA 134,564  13.9% $25.00 12/31/2019 
Wellness Center(5)
 NA / NA / NA 50,116  5.2% $24.00 12/31/2024 
Child Development Center(5)
 NA / NA / NA 43,297  4.5% $24.00 12/31/2024 
Market Place Café(5)
 NA / NA / NA 28,171  2.9% $24.00 12/31/2024 
Plante Moran(6)
 NA / NA / NA 16,207  1.7% $29.75 11/30/2018 
Hard Rock Café(7)
 NA / NA / NA 7,988  0.8% $24.95 11/30/2018 
Texas de Brazil NA / NA / NA 7,739  0.8% $20.68 6/30/2026 
Olga’s Kitchen NA / NA / NA 3,815  0.4% $24.86 4/30/2022 
(1)Based on the underwritten rent roll.
(2)Quicken Loans, Inc. expanded from 275,698 square feet to 346,244 square feet at closing by absorbing Compuware Corporation’s 8th floor space. The tenant anticipates completing build-out of the 8th floor space by June 2015. If build-out of Quicken Loans, Inc.’s 8th floor space is not completed by December 2015, an excess cash flow trap will be triggered. Quicken Loans, Inc. is affiliated with one of the loan sponsors.
(3)
Meridian Health Plan will take occupancy of its 6th, 7th, 14th and 15th floor spaces in phases throughout 2015 and 2016. Meridian Health Plan anticipates completing build-out of its 6th and 7th floor spaces by June 2015 and September 2015, respectively. If build-out of Meridian Health Plan’s 6th and 7th floor space is not completed by December 2015 and March 2016, respectively, an excess cash flow trap will be triggered. Meridian Health Plan is affiliated with the one of the loan sponsors.
(4)Compuware Corporation plans to vacate its space at expiration of its current lease. Meridian Health Plan has pre-leased 117,109 square feet of the Compuware Corporation space and plans to take possession of the space upon Compuware Corporation vacating in 2019.
(5)Wellness Center, Child Development Center and Market Place Café are leased to an entity owned by Caidan Enterprises, Inc., a tenant at the property and affiliate of one of the loan sponsors, and all three leases are co-guaranteed by Quicken Loans, Inc. and Caidan Enterprises, Inc.
(6)Plante Moran’s rent includes reserved parking fees. Net of parking fees, Plante Moran’s rent payable is $24.75 per square foot.
(7)Excludes 1,040 square feet of storage space.
 
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 JPMBB 2015-C28
 
One Campus Martius

Lease Rollover Schedule(1)
                   
Year Number
of
Leases Expiring
 Net
Rentable
Area
Expiring
 % of
NRA
Expiring
 Base Rent Expiring % of Base
Rent
Expiring
 Cumulative
Net Rentable
Area
Expiring
 Cumulative
% of NRA
Expiring
 Cumulative
Base Rent
Expiring
 Cumulative
% of Base
Rent
Expiring
Vacant NAP 1,425  0.1%  NAP  NAP  1,425   0.1%    NAP  NAP 
Data Center(2)
 NAP 14,096  1.5  NAP  NAP  15,521   1.6%    NAP  NAP 
2015 & MTM 5 8,142  0.8  $113,130  0.5%  23,663   2.5%   $113,130  0.5% 
2016 5 9,140  0.9  166,424  0.7  32,803   3.4%   $279,554  1.2% 
2017 0 0  0.0  0  0.0  32,803   3.4%   $279,554  1.2% 
2018 2 25,235  2.6  681,490  3.0  58,038   6.0%   $961,044  4.2% 
2019 2 136,236  14.1  3,400,550  14.9  194,274   20.1%   $4,361,593  19.2% 
2020 1 2,694  0.3  16,164  0.1  196,968   20.4%   $4,377,757  19.2% 
2021 1 2,383  0.2  50,043  0.2  199,351   20.7%   $4,427,800  19.5% 
2022 2 7,303  0.8  170,723  0.8  206,654   21.4%   $4,598,523  20.2% 
2023 0 0  0.0  0  0.0  206,654   21.4%   $4,598,523  20.2% 
2024 6 750,685  77.8  18,000,202  79.1  957,339   99.2%   $22,598,725  99.3% 
2025 0 0  0.0  0  0.0  957,339   99.2%   $22,598,725  99.3% 
2026 & Beyond 1 7,739  0.8  160,062  0.7  965,078   100.0%   $22,758,787  100.0% 
Total 25 965,078  100.0%  $22,758,787  100.0%           
(1)Based on the underwritten rent roll.
(2)Data Center is leased on a per rack basis and is currently derived from year-one rack usage by Compuware Corporation and Meridian Health Plan. Data Center Revenue is underwritten to $723,028 and included in the Data Center net income line item in the Underwritten Net Cash Flow.
 
Underwritten Net Cash Flow(1)
 
     
 UnderwrittenPer Square Foot
%(2)     
 
Rents in Place$22,758,787$23.5870.0% 
Vacant Income29,9250.030.1 
Gross Potential Rent$22,788,712$23.6170.1% 
Total Reimbursements2,617,4452.718.1 
Parking Income6,344,5726.5719.5 
Data Center723,0280.752.2 
Other Income15,7180.020.0 
Net Rental Income$32,489,475$33.67100.0% 
(Vacancy/Credit Loss)(2,499,037)(2.59)(7.7) 
Effective Gross Income$29,990,438$31.0892.3% 
     
Total Expenses$14,827,686$15.3649.4% 
     
Net Operating Income$15,162,751$15.7150.6% 
     
Total TI/LC, Capex/RR409,8730.421.4 
     
Net Cash Flow$14,752,878$15.2949.2% 
(1)Historical operating history is not available as the seller of the property did not provide historical operating statements.
(2)Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
 
Property Manager. The property is managed by Bedrock Management Services, LLC, an affiliate of one of the sponsors.

Escrows and Reserves. At origination, the borrower deposited approximately $10.0 million related to the build-out of Meridian Health Plan’s 14th and 15th floor spaces, approximately $3.2 million for budgeted capital expenditures, $197,941 for real estate taxes and $70,347 for insurance.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $197,941.
 
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 JPMBB 2015-C28
 
One Campus Martius
 
Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of annual insurance premiums, which currently equates to $24,075.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $11,876 (approximately $0.15 per square foot annually and as recommended in the engineering report) for replacement reserves. The reserve is subject to a cap of $142,512 (approximately $0.15 per square foot, which equates to 12 months’ worth of deposits).

TI/LC Reserves - On a monthly basis, the borrower is required to escrow $8,043 (approximately $0.10 per square foot annually) for TI/LC reserves. The reserve is subject to a cap of $200,000 (approximately $0.21 per square foot annually).

Meridian Health Plan Build-out Reserve - At origination, the borrower deposited approximately $5.1 million into a reserve with the lender in association with Meridian Health Plan’s 14th floor space. Provided no default has occurred, the funds in this reserve will be released to the borrower in three equal installments, one each time (a) the tenant completes the build-out of the tenant improvements in at least one-third of the 65,521 square foot space and (b) the tenant takes occupancy and opens for business in such space, by December 31, 2016. Also at origination, the borrower deposited approximately $4.9 million into a reserve with the lender in association with Meridian Health Plan’s 15th floor space. Provided no default has occurred, the funds in this reserve will be released to the borrower in three equal installments, one each time (a) the tenant completes the build-out of the tenant improvements in at least one-third of the 63,592 square foot space and (b) the tenant takes occupancy and opens for business in such space by December 31, 2016.

Quicken/Meridian Reserve - Following the occurrence and during the continuance of a Tenant Trigger Period (as defined below), the borrower is required to deposit all excess cash flow after payment of debt service, required reserves and operating expenses into the Quicken/Meridian reserve to pay the costs of tenant improvements and leasing commission costs incurred in connection with replacement tenants taking occupancy of the related spaces at the property.

Contemplated Building Expansion Reserve - The loan documents allow for potential expansion of the property. Prior to the commencement of the property expansion, the borrower will be required to deposit with the lender an amount determined by the lender to be 120% of the total estimated cost to complete the expansion. The borrower will be required to pay for the expansion work on an all-cash basis with no financing permitted.

Lockbox / Cash Management. The loan is structured with a hard lockbox and in-place cash management. Tenant direction letters were sent to the tenants upon the closing of the loan instructing them to deposit all rents and payments into the lockbox account controlled by the lender. All funds in the lockbox account are swept daily to a cash management account under the control of the lender and disbursed during the term of the loan in accordance with the loan documents. To the extent that (i) there is an event of default under the loan documents, (ii) debt service coverage ratio as calculated in the loan documents based on a trailing twelve month period falls below 1.15x, (iii) within five business days after July 6, 2019, the borrower fails to either (a) deposit $3.0 million with the lender or (b) deliver a $3.0 million letter of credit to the lender, (iv) on or prior to December 31, 2015, the borrower has failed to provide the lender with a satisfactory estoppel from Quicken Loans, Inc. certifying that the build-out related to its space has been completed, (v) on or prior to December 31, 2015, the borrower has failed to provide the lender with a satisfactory estoppel from Meridian Health Plan certifying that the build-out related to its 6th floor space has been completed, (vi) upon the later of (x) March 31, 2016 or (y) six months after former Compuware Corporation’s affiliate Covisint vacates the 7th floor space of the property, the borrower has failed to provide the lender with a satisfactory estoppel from Meridian Health Plan certifying that the build-out related to the 7th floor space has been completed or (vii) a Tenant Trigger Period has commenced, then all excess cash flow after payment of debt service, required reserves and operating expenses will be held as additional collateral for the loan. In an excess cash flow sweep resulting from clause (iii) above, the excess cash flow sweep is capped at $3.0 million.
 
A “Tenant Trigger Period” means that either Quicken Loans, Inc. or Meridian Health Plan (i) is in monetary default or other material default under its lease, which default continues beyond any applicable notice and/or grace period, (ii) gives notice to vacate or sublets 40% or more of its leased space at the property, provided that any sublease to one or more affiliated tenants of up to 40% of its leased space will not trigger a Tenant Trigger Period, (iii) becomes a debtor in any bankruptcy or other insolvency proceeding or (iv) “goes dark” on at least 40% of its aggregate space, provided, however, that, with respect to either tenant’s space, if the other of the two tenants signs a lease on terms satisfactory to the lender for the space and occupies the space, then the space will cease to be considered “dark”. For purposes of this provision, space which has not yet been built out with tenant improvements by Quicken Loans, Inc. or Meridian Health Plan will not be considered “dark”.
 
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 JPMBB 2015-C28
 
Aspen Heights Starkville
 
(graphic)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Aspen Heights Starkville
 
 
(map)
 
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Aspen Heights Starkville
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:KeyBank 
Single Asset / Portfolio:
Single Asset
Original Principal Balance:$46,000,000 Title:Fee
Cut-off Date Principal Balance:$46,000,000 Property Type - Subtype:Multifamily - Student
% of Pool by IPB:4.0% Number of Beds:958
Loan Purpose:Refinance Location:Starkville, MS
Borrower:Breckenridge Group SMS, LLC Year Built / Renovated:2014 / N/A
Sponsors(1):
Various Occupancy:95.2%
Interest Rate:4.37000% Occupancy Date:1/27/2015
Note Date:2/20/2015 Number of Tenants:N/A
Maturity Date:3/1/2025 
2012 NOI(2):
N/A
Interest-only Period:36 months 
2013 NOI(2):
N/A
Original Term:120 months 
2014 NOI(3):
$4,309,325
Original Amortization:360 months UW Economic Occupancy:94.7%
Amortization Type:IO-Balloon UW Revenues:$6,280,946
Call Protection:L(25),Def(92),O(3) UW Expenses:$2,523,808
Lockbox:CMA UW NOI:$3,757,138
Additional Debt:N/A UW NCF:$3,670,918
Additional Debt Balance:N/A Appraised Value / Per Bed:$62,200,000 / $64,927
Additional Debt Type:N/A Appraisal Date:1/28/2015
     

Escrows and Reserves(4)
 Financial Information
 InitialMonthlyInitial Cap   Cut-off Date Loan / Bed:$48,017
Taxes:$75,250$37,625N/A   Maturity Date Loan / Bed:$41,909
Insurance:$66,874$11,146N/A   Cut-off Date LTV:74.0%
Replacement Reserves:$7,185$7,185N/A   Maturity Date LTV:64.5%
TI/LC:$0$0N/A   UW NCF DSCR:1.33x
Other:$0$0N/A   UW NOI Debt Yield:8.2%
       

Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total  
Mortgage Loan$46,000,000100.0% Payoff Existing Debt$34,191,14874.3%
    Return of Equity11,159,03724.3
    
Prepaid Rent Deposit(5)
271,4390.6
    Closing Costs229,0670.5
    Upfront Reserves149,3090.3
Total Sources$46,000,000100.0% Total Uses$46,000,000100.0%
(1)
For a full description of the loan sponsors, please refer to “The Sponsors” below.
(2)Historical NOI is not available because the property was built in 2014.
(3)2014 NOI is based on the trailing five-month period ending on December 31, 2014 annualized and does not reflect fully assessed real estate taxes.
(4)
For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(5)At the time of loan origination, $271,439 in prepaid rent was deposited into the lockbox account.
 
The Loan. The Aspen Heights Starkville loan has an outstanding principal balance of $46.0 million and is secured by a first mortgage lien on the fee interest in a newly constructed, cottage-style, student multifamily property totaling 958 beds within 275 units located in Starkville, Mississippi. The loan has a 10-year term and, subsequent to a three-year interest-only period, will amortize on a 30-year schedule.

The Borrower. The borrowing entity for the loan is Breckenridge Group SMS, LLC, a Delaware limited liability company and special purpose entity.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Aspen Heights Starkville
 
The Sponsors. The loan sponsors and nonrecourse carve-out guarantors of the mortgage loan are BRG Partners, LP, Breckenridge Development 2014, LLC, and Greg Henry, jointly and severally. Greg Henry is the CEO of Aspen Heights, an Austin, Texas-based real estate company that was founded in 2006. Aspen Heights focuses on the development of student housing and experience based on the needs of college students. Since 2006, Aspen Heights has built and leased 15 off-campus student housing projects representing over 10,500 beds.

The Property.  Aspen Heights Starkville is a 958-bed (275 unit), Class A cottage-style, student apartment community located on a 32.68-acre site that was developed in 2014.  The loan sponsors developed the property for a total cost of approximately $52.7 million ($55,105 per bed).  As of January 27, 2015, the property was 95.2% occupied and as of March 16, 2015, the property was 63.4% preleased for the 2015-2016 school year.  Approximately 93% of the current leases have 12-month terms and parental guarantees are generally required.

The property caters to Mississippi State University (“MSU”) students and consists of 151 separate residential buildings located approximately one mile from the MSU campus.  The 68 two-bedroom and 62 three-bedroom units are located in duplex and townhome style structures.  The 89 four-bedroom and 56 five-bedroom units are located in stand-alone cottages.  The units are in new condition with features that include living rooms, open style kitchens with granite tile countertops, in-unit washer/dryer, and one-to-one bedroom-to-bathroom ratios with a half bath in the common area. Approximately half of the students elect to rent furnishings for an additional $25 per bed per month.

Amenities include a clubhouse with a 24-hour two-level fitness center, tanning beds, conference/classroom space, student study lounges, a movie theatre, and free parking. Other property amenities include an outdoor recreation area with a large circular pool and a deck with multiple grilling stations, as well as a full volleyball court and basketball court.  In addition, Aspen Heights Starkville provides free shuttle service for tenants which makes two trips per hour between the property and MSU from 7:00 a.m. to 6:00 p.m. every day when school is in session (excluding the summer session), as well as Thursday, Friday, and Saturday nights from 10:00 p.m. to 2:00 a.m.

The property is located in Starkville, the eastern part of north-central Mississippi, 26 miles west of Columbus and 151 miles northeast of Jackson. Starkville is served by Highways 82, 12 and 25.  Highway 82 runs east-west to connect to Tuscaloosa, Alabama to the east and Interstate-55 to the west which runs north-south throughout the United States.  Aspen Heights Starkville is located on Blackjack Road, an east-west thoroughfare which provides access to the MSU campus located approximately one mile to the west.

MSU employs more than 4,300 people, is the largest public university in the state of Mississippi and provides students access to more than 175 programs leading to a baccalaureate, masters or doctoral degree.   MSU is located on approximately 4,200 acres, including farms, pastures and woodlands. Total enrollment for the fall 2014 semester at MSU was 20,138.  From 2004 to 2013, student enrollment increased at an annual rate of 2.6%, and over the next four years (2013-2018), the university is projecting an annual growth of 1.1%.  All enrolled MSU undergraduate students are eligible for on-campus housing and freshman students are required to live on campus.  On-campus housing at MSU for the 2014-2015 academic year consists of 15 residence halls containing approximately 4,535 beds, which is sufficient to house approximately 27.0% of students enrolled at the university.

Including Aspen Heights Starkville, there are six purpose-built privately-owned student housing properties containing 4,324 beds within the market.  Haven 12, located three miles north of the MSU campus, is the only off-campus student housing property under construction in the market and is expected to deliver an additional 536 beds when it opens in August 2015.  There are no on-campus housing properties under construction; however, Evan’s Hall redevelopment is in the planning stages, which would add 712 university-owned beds to MSU’s student housing inventory in August 2016.

The appraisal identified five competitive student apartment properties (excluding Haven 12 currently under construction) that were built between 1991 and 2010 and range in size from 202 to 1,296 beds. The occupancy of the rent comparables ranged from 85.0% to 98.9%. The average rent at the competitive properties ranged from $418 to $661 per bed or $1.02 to $1.42 per square foot. By comparison, the property’s average monthly rent is $541 per bed or $1.03 per square foot.
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term Sheet JPMBB 2015-C28
 
Aspen Heights Starkville
 
Historical and Current Occupancy
 
2012(1)
 
2013(1)
 2014 
Current(2)
N/A N/A 
96.7%
 95.2%
(1)2012 and 2013 Historical Occupancy is not available because the property was built in 2014.
(2)Current Occupancy is as of January 27, 2015.

Multifamily Unit Mix(1)
 
Unit Type 
# of
Beds
 
% of
Total
Occupied
Beds
 Occupancy 
Average
Bed Size (Square
Feet)(2)
 
Average Monthly
Rental
Rate(3)
 
Average
Monthly
Rental Rate
PSF
(3)
 
Monthly
Market
Rental Rate
 
Monthly Market
Rental Rate
PSF
2 Bedroom 136 14.2%127 93.4% 700 $620 $0.89 $639 $0.91
3 Bedroom 186 19.4180 96.8% 580 $545 $0.94 $559 $0.96
4 Bedroom 356 37.2337 94.7% 492 $524 $1.07 $539 $1.10
5 Bedroom 280 29.2268 95.7% 464 $521 $1.12 $539 $1.16
Total / Wtd. Avg. 958 100.0%912 95.2% 530 $541 $1.03 $557 $1.05
(1)Monthly Market Rental Rate and Monthly Market Rental Rate PSF are based on the appraisal; all other data is based on the underwritten rent roll.
(2)Average based on number of beds of each unit type.
(3)Average based on number of occupied beds of each unit type.
 

Operating History and Underwritten Net Cash Flow
 
 
  
2014(1)
 Underwritten Per Bed 
%(2)
 
Rents in Place(3)
 $6,236,112 $6,218,379 $6,491 100.0% 
Vacant Income 0 0 0 0 
Gross Potential Rent $6,236,112 $6,218,379 $6,491 100.0% 
Reimbursements 0 0 0 0 
Net Rental Income $6,236,112 $6,218,379 $6,491 100.0% 
(Vacancy/Credit Loss/Concessions) (374,644) (332,321) (347) (5.3) 
Other Income 400,758 394,888 412 6.4 
Effective Gross Income $6,262,225 $6,280,946 $6,556 101.0% 
          
Total Expenses $1,952,900 $2,523,808 $2,634 40.2% 
          
Net Operating Income $4,309,325 $3,757,138 $3,922 59.8% 
          
Replacement Reserves 0 86,220 90 1.4 
Net Cash Flow $4,309,325 $3,670,918 $3,832 58.4% 
(1)The 2014 column represents the trailing five-month period ending on December 31, 2014 annualized and does not reflect fully assessed real estate taxes.
(2)Percentage column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.
(3)Underwritten Rents in Place are based on the January 27, 2015 rent roll.

Property Management. The Aspen Heights Starkville property is managed by Breckenridge Property Management 2014, LLC, an affiliate of the loan sponsors.

Escrows and Reserves. At origination, the borrower deposited into escrow $75,250 for real estate taxes, $66,874 for insurance and $7,185 for replacement reserves.  At closing, $271,439 in prepaid rent was deposited into the lockbox account.

Tax Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated tax payments, which currently equates to $37,625.

Insurance Escrows - On a monthly basis, the borrower is required to escrow 1/12 of the annual estimated insurance payments, which currently equates to $11,146.

Replacement Reserves - On a monthly basis, the borrower is required to escrow $7,185 (approximately $90 per bed annually) for replacement reserves.
 
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 JPMBB 2015-C28
 
Aspen Heights Starkville
 
Lockbox / Cash Management. The loan is structured with a CMA lockbox.  The borrower and property manager are required to deposit all rents into the lockbox account within one business day upon receipt of such rents. On the tenth day of each month, the borrower is required to provide the lender and clearing bank a report showing prepaid rent collected from tenants.  Disbursements to the borrower is subject to the lockbox account maintaining a minimum balance equal to the aggregate amount of prepaid rent, reconciled monthly upon receipt of each prepaid rent report.  Upon the occurrence of a Cash Sweep Event (as defined below), all funds in the lockbox account are swept within one business day of receipt to a cash management account under the control of the lender and disbursed in accordance with the loan documents.  The lender will have a first priority security interest in the cash management account and such account will be under the lender’s sole control and the borrower will have no rights of withdrawal with respect to such account.

A “Cash Sweep Event” means: (i) the occurrence of an event of default, (ii) the borrower or the property manager becomes the subject of a bankruptcy, insolvency or similar action, and (iii) the debt service coverage ratio as calculated in the loan agreement based on the trailing three-month period immediately preceding the date of such determination falls below 1.10x.

Permitted Mezzanine Debt. Future mezzanine debt is permitted in connection with a bona fide sale to a third party and consequent assumption of the loan by a lender-approved borrower, provided, among other things as detailed in the loan agreement, (i) no event of default has occurred and is continuing, (ii) the combined loan-to-value ratio does not exceed 75.0%, (iii) the aggregate debt service coverage ratio including the mezzanine loan is no less than 1.30x, and (iv) an acceptable intercreditor agreement has been executed.
 
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 SheetJPMBB 2015-C28
  
The Club Row Building
 
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
  
The Club Row Building
 
 
(MAP)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
(jpmorgan logo)
74 of 134(barclays logo)
 
 
 

 
 
Structural and Collateral Term SheetJPMBB 2015-C28
  
The Club Row Building
 
 
(GRAPHIC)
 
THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
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Structural and Collateral Term SheetJPMBB 2015-C28
  
The Club Row Building
 
Mortgage Loan Information Property Information
Mortgage Loan Seller:JPMCB Single Asset / Portfolio:Single Asset
Original Principal Balance(1):
$45,000,000 Title:Fee
Cut-off Date Principal Balance(1):
$45,000,000 Property Type - Subtype:Office - CBD
% of Pool by IPB:3.9% Net Rentable Area (SF):365,819
Loan Purpose:Acquisition Location:New York, NY
Borrower:APF 28 W 44 Owner L.P. Year Built / Renovated:1920 / 2014
Sponsors:Ken Aschendorf and Berndt Perl Occupancy:96.1%
Interest Rate(1):
4.38181% Occupancy Date:10/1/2014
Note Date:12/12/2014 Number of Tenants:72
Maturity Date:1/1/2025 
2012 NOI(2):
$9,704,598
Interest-only Period:120 months 
2013 NOI(2):
$10,781,841
Original Term:120 months 
2014 NOI(2)(3)(4):
$11,787,033
Original Amortization:None UW Economic Occupancy: