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Benchmark 2021-B24 Mortgage Trust

Filed: 1 Mar 21, 4:30pm

  FREE WRITING PROSPECTUS
  FILED PURSUANT TO RULE 433
  REGISTRATION FILE NO.: 333-226123-11
   

 

March 1, 2021BMARK 2021-B24

 

Free Writing Prospectus

Structural and Collateral Term Sheet

 

BENCHMARK 2021-B24

 

 

 

$1,159,329,914

(Approximate Mortgage Pool Balance)

 

$956,809,000

(Approximate Offered Certificates)

 

J.P. Morgan Chase Commercial Mortgage Securities Corp.

Depositor

 

 

 

BENCHMARK 2021-B24 mORTGAGE TRUST,

Commercial Mortgage Pass-Through Certificates

Series 2021-B24

 
 

 

JPMorgan Chase Bank, National Association
Citi Real Estate Funding Inc.
Goldman Sachs Mortgage Company
German American Capital Corporation

Sponsors and Mortgage Loan Sellers

 
J.P. MorganGoldman Sachs & Co. LLCDeutsche Bank SecuritiesCitigroup
    
Co-Lead Managers and Joint Bookrunners
 
Drexel Hamilton Academy Securities
   
Co-Managers
 

 

 

 

 

February [   ], 2021BMARK 2021-B24

 

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

 

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

 

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

 

This document has been prepared by the Underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended), such Regulation as it forms part of the domestic law of the United Kingdom and/or Part VI of the Financial Services and Markets Act 2000 (as amended); and does not constitute an offering document for any other purpose.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Indicative Capital Structure

 

Publicly Offered Certificates

ClassExpected Ratings
(S&P / Fitch / KBRA)
Approximate Initial
Certificate Balance or
Notional Amount(1)
Approximate
Initial Credit
Support(2)
Expected
Weighted
Avg. Life
(years)(3)
Expected
Principal
Window(3)
Certificate
Principal to
Value
Ratio(4)
Underwritten
NOI Debt
Yield(5)
A-1AAA(sf) / AAAsf / AAA(sf)$11,152,00030.000%3.084/2021 – 1/202639.1%15.6%
A-2AAA(sf) / AAAsf / AAA(sf)$73,848,00030.000%4.921/2026 – 3/202639.1%15.6%
A-3AAA(sf) / AAAsf / AAA(sf)$81,111,00030.000%6.861/2028 – 11/202839.1%15.6%
A-4AAA(sf) / AAAsf / AAA(sf) (6)30.000%(6)(6)39.1%15.6%
A-5AAA(sf) / AAAsf / AAA(sf)(6)30.000%(6)(6)39.1%15.6%
A-SBAAA(sf) / AAAsf / AAA(sf)$25,562,00030.000%7.473/2026 – 1/203139.1%15.6%
X-AAA+(sf) / AAAsf / AAA(sf)$857,686,000(7)N/AN/AN/AN/AN/A
X-BNR / A-sf / AAA(sf)$99,123,000(7)N/AN/AN/AN/AN/A
A-SAA+(sf) / AAAsf / AAA(sf)$86,732,00022.125%9.98

3/2031 – 3/2031

43.5%14.0%
BNR / AA-sf / AA(sf)$49,562,00017.625%9.98

3/2031 – 3/2031

46.0%13.2%
CNR / A-sf / A-(sf)$49,561,00013.125%9.98

3/2031 – 3/2031

48.6%12.5%

 

Privately Offered Certificates(8) 

ClassExpected Ratings
(S&P / Fitch / KBRA)
Approximate Initial
Certificate Balance or
Notional Amount(1)
Approximate
Initial Credit
Support(2)
Expected
Weighted
Avg. Life
(years)(3)
Expected
Principal
Window(3)
Certificate
Principal to
Value
Ratio(4)
Underwritten
NOI Debt
Yield(5)
X-DNR / BBB-sf / BBB-(sf)$57,822,000(7)N/AN/AN/AN/AN/A
X-FNR / BB-sf / BB-(sf)$28,910,000(7)N/AN/AN/AN/AN/A
X-GNR / B-sf / B(sf)$12,391,000(7)N/AN/AN/AN/AN/A
X-NRNR / NR / NR$45,431,418(7)N/AN/AN/AN/AN/A
DNR / BBBsf / BBB+(sf)$31,664,00010.250%9.983/2031 – 3/203150.2%12.1%
ENR / BBB-sf / BBB-(sf)$26,158,0007.875%9.983/2031 – 3/203151.5%11.8%
FNR / BB-sf / BB-(sf)$28,910,0005.250%9.983/2031 – 3/203153.0%11.5%
GNR / B-sf / B(sf)$12,391,0004.125%9.983/2031 – 3/203153.6%11.4%
NRNR / NR / NR$45,431,4180.000%9.983/2031 – 3/203155.9%10.9%

 

Non-Offered Vertical Risk Retention Interest(8) 

Non-Offered Vertical
Risk Retention Interest
Expected Ratings
(S&P / Fitch / KBRA)
Approximate Initial
VRR Interest
Balance(1)
Approximate
Initial Credit Support(2)
Expected
Weighted
Avg. Life

(years)(3)(9)
Expected
Principal
Window(3)(9)
Certificate
Principal to
Value

Ratio(4)
Underwritten
NOI Debt
Yield(5)
Class RR Certificates(10)(11)NR / NR / NR$20,859,855N/A9.084/2021 – 3/2031N/AN/A
RR Interest(10)(11)NR / NR / NR$37,106,641N/A9.084/2021 – 3/2031N/AN/A
(1)In the case of each such Class or RR Interest, subject to a permitted variance of plus or minus 5%. The VRR interest balance of the VRR Interest is not included in the certificate balance or notional amount of any class of certificates set forth under “Publicly Offered Certificates” or “Privately Offered Certificates” in the table above, and the VRR Interest is not offered by this Term Sheet. In addition, the notional amounts of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-NR Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates whose Certificate Balances comprise such notional amounts, and, if as a result of such pricing the pass-through rate of any Class of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-NR Certificates, as applicable, would be equal to zero at all times, such Class of Certificates will not be issued on the closing date of this securitization.

(2)The approximate initial credit support percentages set forth for the certificates are approximate and for the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates are represented in the aggregate. The VRR interest provides credit support only to the limited extent that it is allocated a portion of any losses incurred on the mortgage loans which such losses are allocated between it on the one hand, and the non-VRR certificates (other than the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-NR Certificates) on the other hand, pro rata in accordance with their respective percentage allocation entitlement. See “Description of the Certificates” in the Preliminary Prospectus.

(3)Assumes 0% CPR / 0% CDR and March 24, 2021 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated February 28, 2021 (the “Preliminary Prospectus”).

(4)The “Certificate Principal to Value Ratio” for any Class of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV for the mortgage loans, and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificate Principal to Value Ratios are calculated in the aggregate for those Classes as if they were a single class. Investors should note, however, that excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.

(5)The “Underwritten NOI Debt Yield” for any Class of Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates) is calculated as the product of (a) the weighted average UW NOI DY for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates and the denominator of which is the total initial Certificate Balance for such Class and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-SB Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

(6)The exact initial certificate balances of the Class A-4 and Class A-5 certificates are unknown and will be determined based on the final pricing of those classes of certificates. However, the respective initial certificate balances, weighted average lives and principal windows of the Class A-4 and Class A-5 certificates are expected to be within the

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Indicative Capital Structure

 

applicable ranges reflected in the following chart. The aggregate initial certificate balance of the Class A-4 and Class A-5 certificates is expected to be approximately $579,281,000, subject to a variance of plus or minus 5%. In the event that the Class A-5 certificates are issued with an initial certificate balance of $579,281,000, the Class A-4 certificates will not be issued and the Class A-5 certificates will be renamed Class A-4.

 

Class of CertificatesExpected Range of Initial Certificate BalanceExpected Range of Weighted Avg. Life (years)Expected Range of Principal Window
A-4$0 – $270,000,000N/A – 9.20N/A / 1/2030–2/2031
A-5$309,281,000 – $579,281,0009.95 – 9.602/2031–3/2031 / 1/2030–3/2031
(7)The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-NR Notional Amounts are defined in the Preliminary Prospectus.

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

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

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

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

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Summary of Transaction Terms

 

Securities Offered:$956,809,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
  
Co-Lead Managers and Joint Bookrunners:J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Deutsche Bank Securities Inc.
  
Co-Managers:Drexel Hamilton, LLC and Academy Securities, Inc.
  
Mortgage Loan Sellers:Citi Real Estate Funding Inc. (“CREFI”) (36.0%), JPMorgan Chase Bank, National Association (“JPMCB”) (26.1%), Goldman Sachs Mortgage Company (“GSMC”) (25.1%) and German American Capital Corporation (“GACC”) (12.8%).
  
Master Servicer:Midland Loan Services, a Division of PNC Bank, National Association.
  
Special Servicer:Greystone Servicing Company LLC.
  
Directing Certificateholder:Eightfold Real Estate Capital Fund V, L.P.
  
Trustee:Wells Fargo Bank, National Association.
  
Certificate Administrator:Wells Fargo Bank, National Association.
  
Operating Advisor:Park Bridge Lender Services LLC.
  
Asset Representations Reviewer:Park Bridge Lender Services LLC.
  
Rating Agencies:S&P Global Ratings, acting through Standard and Poor’s Financial Services LLC (“S&P”), Fitch Ratings, Inc. (“Fitch”) and Kroll Bond Rating Agency, LLC (“KBRA”).
  
U.S. Credit Risk Retention:

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

 

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

 

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

 

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

 

EU/UK Credit Risk Retention:The transaction is not structured to satisfy any requirements in effect in the European Union or the United Kingdom as regards risk retention, transparency/reporting and due diligence.
  
Pricing Date:On or about March 4, 2021.
  
Closing Date:On or about March 24, 2021.
  
Cut-off Date:With respect to each mortgage loan, the related due date in March 2021 or with respect to any mortgage loan that has its first due date after March 2021, the date that would otherwise have been the related due date in March 2021.
  
Distribution Date:The 4th business day after the Determination Date in each month, commencing in April 2021.
  
Determination Date:11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in April 2021.
  
Assumed Final Distribution Date:The Distribution Date in March 2031, which is the latest anticipated repayment date of the Certificates.
  
Rated Final Distribution Date:The Distribution Date in March 2054.
  
Tax Treatment:The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Summary of Transaction Terms

 

Form of Offering:The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Publicly Offered Certificates”) will be offered publicly. The Class X-D, Class X-F, Class X-G, Class X-NR, Class D, Class E, Class F, Class G, Class NR, Class S and Class R Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors (other than the Class R Certificates) and to institutions that are not U.S. Persons pursuant to Regulation S.
  
SMMEA Status:The Publicly Offered Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
  
ERISA:The Publicly Offered Certificates are expected to be ERISA eligible.
  
Optional Termination:On any Distribution Date on which the aggregate principal balance of the pool of mortgage loans is less than 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date solely for the purposes of this calculation, if such right is being exercised after the distribution date in March 2031 and the 410 Tenth Avenue mortgage loan or the MGM Grand & Mandalay Bay mortgage loan is still an asset of the issuing entity, then such mortgage loan will be excluded from the then-aggregate principal balance of the pool of mortgage loans and from the aggregate principal balance of the mortgage loans as of the Cut-off Date), certain entities specified in the Preliminary Prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Refer to “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus.
  
Minimum Denominations:The Publicly Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A and Class X-B Certificates will be issued in minimum denominations of $1,000,000 and in integral multiples of $1 in excess of $1,000,000.
  
Settlement Terms:DTC, Euroclear and Clearstream Banking.
  
Analytics:The transaction is expected to be modeled by Intex Solutions, Inc. and Trepp, LLC and is expected to be available on Bloomberg L.P., Blackrock Financial Management, Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealINSIGHT, KBRA Analytics, Inc., Thomson Reuters Corporation and DealView Technologies Ltd.
  
Risk Factors:THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. REFER TO “RISK FACTORS” IN THE PRELIMINARY PROSPECTUS.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Loan Pool 
 Initial Pool Balance (“IPB”):$1,159,329,914
 Number of Mortgage Loans:40
 Number of Mortgaged Properties:71
 Average Cut-off Date Balance per Mortgage Loan:$28,983,248
 Weighted Average Current Mortgage Rate:

3.55190%

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

111 months

 Weighted Average Seasoning:3 months
Credit Statistics 
 Weighted Average UW NCF DSCR(2)(3):2.75x
 Weighted Average UW NOI DY(2)(3)(4):10.9%
 Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)(2)(4)(5):55.9%
 Weighted Average Maturity Date LTV(1)(2)(5):54.2%
Other Statistics 
 % of Mortgage Loans with Additional Debt:27.7%
 % of Mortgaged Properties with Single Tenants:17.3%
Amortization 
 Weighted Average Original Amortization Term(6):360 months
 Weighted Average Remaining Amortization Term(6):359 months
 % of Mortgage Loans with Interest-Only:

62.4%

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

16.8%

 % of Mortgage Loans with ARD-Interest Only:

13.8%

 % of Mortgage Loans with Amortizing Balloon:

7.0%

Lockbox / Cash Management(7) 
 % of Mortgage Loans with In-Place, Hard Lockboxes:76.1%
 % of Mortgage Loans with Springing Lockboxes:20.6%
 % of Mortgage Loans with In-Place, Soft Lockboxes:2.7%
 % of Mortgage Loans with Hard (Commercial) / Soft (Residential) Lockboxes:0.6%
 % of Mortgage Loans with Springing Cash Management:91.3%
 % of Mortgage Loans with In-Place Cash Management:8.7%
Reserves 
 % of Mortgage Loans Requiring Monthly Tax Reserves:60.6%
 % of Mortgage Loans Requiring Monthly Insurance Reserves:33.6%
 % of Mortgage Loans Requiring Monthly CapEx Reserves(8):47.5%
 % of Mortgage Loans Requiring Monthly TI/LC Reserves(9):30.1%

(1)In the case of Loan Nos. 1 and 2, each with an anticipated repayment date, Remaining Term to Maturity and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 15, 16, 17 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5, and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(4)In the case of Loan No. 11, Cut-off Date LTV is calculated net of a holdback reserve of $6,095,133. In the case of Loan No. 31, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $750,000.

(5)In the case of Loan Nos. 1, 2, 3, 8, 10, 18, and 25, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(6)Excludes 25 mortgage loans that are interest-only for the entire term.

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

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

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

 

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

7 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Mortgage Loan Seller

Number of
Mortgage Loans

Number of
Mortgaged
Properties

Aggregate
Cut-off Date
Balance

% of

IPB

CREFI(1)1722 $338,211,450   29.2%
GSMC(1)(2)817290,850,00025.1
JPMCB88 276,752,79723.9
GACC(3)519 108,530,000  9.4
CREFI/GACC(4)12 79,985,667  6.9
CREFI/JPMCB(5)13 65,000,000  5.6
Total4071$1,159,329,914 100.0%

(1)In the case of Loan No. 8, the whole loan was co-originated by Citi Real Estate Funding Inc. (“CREFI”) and Bank of America, N.A. (“BANA”). In the case of Loan No. 17, the whole loan was co-originated by GSBI and BANA.

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

(3)Each mortgage loan being sold by German American Capital Corporation (“GACC”) (with the exception of Loan No. 2) was originated or co-originated by either DBR Investments Co. Limited or Deutsche Bank AG, New York Branch, each an affiliate of GACC, and will be transferred to GACC on or prior to the Closing Date.

(4)In the case of Loan No. 2, the whole loan was co-originated by CREFI, Barclays Capital Real Estate Inc., Deutsche Bank AG, acting through its New York Branch (“DBNY”) and Société Générale Financial Corporation. Loan No. 2 is evidenced by two promissory notes: (i) Note A-15-9, with a principal balance of $40,000,000 as of the Cut-off Date, as to which GACC is acting as mortgage loan seller, and (ii) Note A-13-9, with a principal balance of $39,985,667 as of the Cut-off Date, as to which CREFI is acting as mortgage loan seller.

(5)In the case of Loan No. 6, the whole loan was co-originated by CREFI and JPMCB. Loan No. 6 is evidenced by two promissory notes: (i) Note A-1, with a principal balance of $39,000,000 as of the Cut-off Date, as to which CREFI is acting as mortgage loan seller, and (ii) Note A-3, with a principal balance of $26,000,000 as of the Cut-off Date, as to which JPMCB is acting as mortgage loan seller.

 

Ten Largest Mortgage Loans
 
No.Loan NameMortgage
Loan Seller
No.
of Prop.
Cut-off Date
Balance
% of
IPB
SF / UnitsProperty
Type
UW
NCF
DSCR(1)(2)
UW NOI
DY(1)(2)
Cut-off
Date
LTV(1)(3)
Maturity
Date
LTV(1)(3)(4)
1410 Tenth AvenueJPMCB1$80,000,0006.9%631,944Office4.91x13.0%39.8%39.8%
2MGM Grand & Mandalay BayCREFI/GACC2$79,985,6676.9%9,748 Hotel4.95x17.9%35.5%35.5%
3Phillips PointGSMC1$75,000,0006.5%448,885Office2.78x9.7%68.7%68.7%
4141 LivingstonCREFI1$75,000,0006.5%213,745Office2.52x8.9%54.9%54.9%
5Pittock BlockJPMCB1$66,000,0005.7%297,698Mixed Use2.50x8.9%42.9%42.9%
6The Galleria Office TowersCREFI/JPMCB3$65,000,0005.6%1,067,672Office1.71x12.6%48.6%39.3%
7U.S. Industrial Portfolio VIGSMC10$60,000,0005.2%2,981,955Industrial2.56x10.7%59.3%59.3%
8Boca Office PortfolioCREFI4$50,000,0004.3%514,527Mixed Use2.46x10.6%63.5%63.5%
9Gestamp Automocion SLBCREFI1$49,500,0004.3%637,750Industrial1.52x8.8%62.7%56.6%
1030 Hudson Yards 67JPMCB1$45,000,0003.9%44,954Office1.92x6.6%64.5%64.5%
            
 Top 3 Total/Weighted Average4$234,985,66720.3%  4.24x13.6%47.6%47.6%
 Top 5 Total/Weighted Average6$375,985,66732.4%  3.59x11.8%48.2%48.2%
 Top 10 Total/Weighted Average25$645,485,66755.7%  2.94x11.1%52.7%51.3%
(1)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8 and 10, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3 and 5, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(3)In the case of Loan Nos. 1, 2, 3, 8 and 10, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(4)In the case of Loan No. 1 and 2, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Companion Loan Summary
         
Loan
No.
Mortgage LoanNote(s)Original
Balance ($)
Cut-off Date
Balance ($)
Holder of NoteLead Servicer
for Whole Loan
(Y/N)
Master Servicer
Under Lead
Securitization
Special Servicer
Under Lead
Securitization
1410 Tenth AvenueA-1$300,000,000$300,000,000JPMCC 2021-410TNo  
  A-2$80,000,000$80,000,000BMARK 2021-B24No  
  B-1(1)$185,000,000$185,000,000JPMCC 2021-410TYesKeyBankSitus
  Total$565,000,000$565,000,000    
2

MGM Grand &

Mandalay Bay

A-13-9, A-15-9$79,985,667$79,985,667Benchmark 2021-B24No  
 A-13-8, A-15-8$75,000,000$75,000,000Benchmark 2021-B23No  
  A-13-7$65,000,000$65,000,000GSMC 2020-GSA2No  
  A-13-16, A-15-7$75,000,000$75,000,000Benchmark 2020-B22No  
  A-13-5, A-15-6$75,000,000$75,000,000Benchmark 2020-B21No  
  A-1, A-2, A-3, A-4$670,139$670,139BX 2020-VIVANo  
  A-5, A-6, A-7, A-8$794,861$794,861BX 2020-VIV2No  
  A-9, A-10, A-11, A-12$1,000,000$1,000,000BX 2020-VIV3No  
  A-13-1, A-15-1$65,000,000$65,000,000BMARK 2020-B18No  
  A-14-1, A-16-1$69,500,000$69,500,000BBCMS 2020-C8No  
  A-13-2, A-15-3$80,000,000$80,000,000BMARK 2020-B19No  
  A-15-2$50,000,000$50,000,000DBJPM 2020-C9No  
  A-13-3, A-14-4, A-15-5, A-16-2$550,000,000$550,000,000BX 2020-VIV4No  
  A-13-4, A-15-4$70,000,000$70,000,000BMARK 2020-B20No  
  A-14-2, A-14-3$45,000,000$45,000,000WFCM 2020-C58No  
  A-14-5, A-16-3$58,000,000$58,000,000BBCMS 2021-C9No  
  A-14-6$72,847,000$72,847,000BarclaysNo  
  A-15-10$39,055,333$39,055,333DBRINo  
  A-16-4, A-16-5, A-16-6, A-16-7, A-16-8, A-16-9, A-16-10, A-16-11, A-16-12$162,347,000162,347,000SGFC   
  B-1-A, B-2-A, B-3-A, B-4-A, B-1-B, B-2-B, B-3-B, B-4-B(1)$329,861$329,861BX 2020-VIVANo  
  B-5-A, B-6-A, B-7-A, B-8-A, B-5-B, B-6-B, B-7-B, B-8-B(1)$374,355,139$374,355,139BX 2020-VIV2No  
  B-9-A, B-10-A, B-11-A, B-12-A(1)$429,715,000$429,715,000BX 2020-VIV3No  
  C-1, C-2, C-3, C-4(1)$561,400,000$561,400,000BX 2020-VIVAYesKeyBankSitus
  Total$3,000,000,000$3,000,000,000    
3Phillips PointA-1$75,000,000$75,000,000BMARK 2021-B23YesMidlandCWCapital
  A-2, A-4$75,000,000$75,000,000BMARK 2021-B24No  
  A-3$48,520,000$48,520,000GSBINo  
  Total$198,520,000$198,520,000    
4141 LivingstonA-1$75,000,000$75,000,000BMARK 2021-B24YesMidlandGreystone
 A-2$25,000,000$25,000,000CREFINo  
  Total$100,000,000$100,000,000    
5

Pittock Block

 

A-1$75,000,000$75,000,000BMARK 2021-B23NoMidlandSitus
 A-2, A-3$66,000,000$66,000,000BMARK 2021-B24No  
 B-1(1)$22,470,000$22,470,000Third PartyYes  
 Total$163,470,000$163,470,000    
6The Galleria OfficeA-1, A-3$65,000,000$65,000,000BMARK 2021-B24YesMidlandGreystone
 TowersA-2$15,000,000$15,000,000CREFI   
  A-4$10,000,000$10,000,000JPMCB   
  Total$90,000,000$90,000,000    
         
7U.S. IndustrialA-1$60,000,000$60,000,000BMARK 2021-B24YesMidlandGreystone
 Portfolio VIA-2$21,000,000$21,000,000GSBI   
  Total$81,000,000$81,000,000    
8

Boca Office

Portfolio

A-1$50,000,000$50,000,000BMARK 2021-B24YesMidlandGreystone
 A-2$19,300,000$19,300,000CREFI   
  A-3$29,700,000$29,700,000BANA   
  Total$99,000,000$99,000,000    
(1)Each note represents a subordinate 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.

9 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Loan
No.
Mortgage LoanNote(s)Original
Balance ($)
Cut-off Date
Balance ($)
Holder of NoteLead
Servicer for
Whole Loan
(Y/N)
Master
Servicer
Under Lead
Securitization
Special
Servicer Under
Lead
Securitization
10

30 Hudson

Yards 67

A-1$45,000,000$45,000,000BMARK 2021-B24YesMidlandGreystone
 A-2$26,000,000$26,000,000JPMCBNo  
  Total$71,000,000$71,000,000    
13

JW Marriott

Nashville

A-1$35,000,000$35,000,000BMARK 2021-B23YesMidlandCWCapital
 A-2$35,000,000$35,000,000BMARK 2021-B24No  
  A-3$25,000,000$25,000,000GSMS 2020-GSA2No  
  A-4$20,000,000$20,000,000BMARK 2020-B21No  
  A-5$20,000,000$20,000,000BMARK 2020-B22No  
  A-6$10,000,000$10,000,000GSMS 2020-GSA2No  
  A-7$25,000,000$25,000,000GSBINo  
  A-8$10,000,000$10,000,000GSBINo  
  A-9$5,000,000$5,000,000GSBINo  
  Total$185,000,000$185,000,000    
15

The Village at 

Meridian 

A-1$35,000,000$35,000,000BMARK 2021-B23YesMidlandCWCapital
 A-2$30,995,000$30,995,000BMARK 2021-B24No  
  Total$65,995,000$65,995,000    
16

Millennium 

Corporate Park 

A-1$105,000,000$105,000,000BMARK 2021-B23YesMidlandCWCapital
 A-2$27,000,000$27,000,000BMARK 2021-B24No  
  Total$132,000,000$132,000,000    
17711 Fifth AvenueA-1-1, A-1-10$62,500,000$62,500,000GSMS 2020-GC47YesWells FargoKeyBank
  A-1-2$60,000,000$60,000,000BMARK 2020-B21No  
  A-1-3$27,500,000$27,500,000BMARK 2021-B23No  
  A-1-4$40,000,000$40,000,000GSMS 2020-GSA2No  
  A-1-5-A, A-1-5-C$30,000,000$30,000,000BMARK 2020-B22No  
  A-1-5-B$15,000,000$15,000,000BMARK 2020-B20No  
  A-1-6, A-1-7$40,000,000$40,000,000JPMDB 2020-COR7No  
  A-1-8, A-1-9, A-1-13$45,000,000$45,000,000BMARK 2020-B18No  
  A-1-11, A-1-12, A-1-14$25,000,000$25,000,000DBJPM 2020-C9No  
  A-1-15$10,000,000$10,000,000BMARK 2020-B19No  
  A-1-16, A-1-17$26,500,000$26,500,000BMARK 2021-B24No  
  A-2-1$60,000,000$60,000,000BANK 2020-BNK28No  
  A-2-2$43,000,000$43,000,000BANK 2020-BNK27No  
  A-2-3-A$25,500,000$25,500,000BANK 2020-BNK29No  
  A-2-3-B$15,000,000$15,000,000BANK 2020-BNK30No  
  A-2-4$20,000,000$20,000,000BBCMS 2020-C8No  
  Total$545,000,000$545,000,000    
23

Willoughby 

Commons 

A-1$20,000,000$20,000,000BMARK 2020-B21YesMidlandMidland
 A-2, A-3$16,950,000$16,950,000BMARK 2021-B24No  
  Total$36,950,000$36,950,000   

 

 

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

10 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Additional Debt Summary
 

No.

Loan Name

Trust
Cut-off
Date
Balance

Subordinate
Debt Cut-off
Date
Balance(1)

Total Debt
Cut-off Date
Balance

Mortgage
Loan UW
NCF
DSCR(2)(3)

Total
Debt UW
NCF
DSCR(3)

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

Total
Debt
Cut-off
Date
LTV(4) 

Mortgage
Loan UW
NOI
DY(2)(3) 

Total
Debt
UW NOI
DY(3)

1410 Tenth Avenue$80,000,000$325,000,000$705,000,0004.91x2.25x39.8%73.8%13.0%7.0%
2MGM Grand & Mandalay Bay$79,985,667$1,365,800,000$3,000,000,0004.95x2.70x35.5%65.2%17.9%9.7%
3Phillips Point$75,000,000$30,540,000$229,060,0002.78x2.10x68.7%79.3%9.7%8.4%
5Pittock Block$66,000,000$22,470,000 $163,470,000 2.50x1.95x42.9%49.7%8.9%7.7%
20Woodbury Crossing Phase II$20,380,000$3,120,000$23,500,0001.96x1.37x62.1%71.6%8.6%7.5%

(1)In the case of Loan Nos. 2 and 5, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loans. In the case of Loan No. 1, Subordinate Debt Cut-off Date Balance represents one or more Subordinate Companion Loans and one or more mezzanine loans. In the case of Loan Nos. 3 and 20, Subordinate Debt Cut-off Date Balance represents one or more mezzanine loans.

(2)In the case of Loan Nos. 1, 2, 3 and 5, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5 and 20, Mortgage Loan UW NCF DSCR, Mortgage Loan UW NOI DY and Mortgage Loan Cut-off Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate loan.

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

(4)In the case of Loan Nos. 1, 2 and 3, Mortgage Loan Cut-off Date LTV and Total Debt Cut-Off Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Mortgaged Properties by Type(1)

 

     Weighted Average
Property Type��Property SubtypeNumber of
Properties
Cut-off Date
Principal
Balance
% of
IPB
OccupancyUW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV (2)(5)(6)
OfficeCBD9$383,500,00033.1%92.1%2.79x10.4%55.3%52.9%
 Suburban251,300,0004.4   89.4%2.42x10.0%65.0%60.0%
 Medical142,500,0003.7  100.0%1.99x  7.8%60.4%60.4%
 Flex124,150,0002.1  86.9%2.03x11.6%69.0%58.9%
 Subtotal:13$501,450,00043.3%92.2%2.65x10.2%57.4%54.5%
          
Mixed UseOffice/Retail6$86,000,0007.4%87.6%2.57x10.0%59.5%59.5%
 Office/Retail/Data Center166,000,0005.7  71.4%2.50x   8.9%42.9%42.9%
 Self Storage/Retail223,181,2502.0  98.1%1.88x   9.3%60.3%57.0%
 Multifamily/Office/Retail17,000,0000.6  100.0%1.90x   7.8%56.5%56.5%
 Retail/Multifamily16,600,0000.6  100.0%2.51x   9.9%50.0%50.0%
 Subtotal:11$188,781,25016.3%84.1%2.43x   9.5%53.4%53.0%
          
IndustrialManufacturing7$74,287,4076.4%100.0%1.87x   9.4%61.6%57.5%
 Warehouse/Distribution448,238,8894.2  100.0%2.36x11.5%61.8%58.6%
 R&D/Flex118,390,0001.6  100.0%1.58x9.2%60.0%51.7%
 Warehouse26,323,7040.5  75.1%2.56x10.7%59.3%59.3%
 Flex15,500,0000.5  88.7%2.45x10.1%57.9%57.9%
 Subtotal:15$152,740,00013.2%98.6%2.04x10.1%61.2%57.3%
          
RetailAnchored3$88,380,0007.6%91.4%3.40x13.0%49.2%53.7%
 Power Center116,950,0001.5   98.9%1.55x   9.4%71.5%63.4%
 Freestanding1513,850,0001.2  100.0%2.81x   9.1%65.0%65.0%
 Single Tenant16,180,0000.5   100.0%1.96x   8.1%60.6%60.6%
 Subtotal:20$125,360,00010.8%93.8%3.01x11.8%54.5%56.6%
          
HotelFull Service4$121,273,46410.5%62.1%4.56x16.9%44.4%44.0%
 Subtotal:4$121,273,46410.5%62.1%4.56x16.9%44.4%44.0%
          
MultifamilyGarden3$44,550,0003.8%96.6%2.30x   9.1%63.2%63.2%
 Subtotal:3$44,550,0003.8%96.6%2.30x   9.1%63.2%63.2%
          
Self StorageSelf Storage5$25,175,2002.2%93.8%2.06x   8.7%64.0%60.9%
 Subtotal:5$25,175,2002.2%93.8%2.06x   8.7%64.0%60.9%
          
 Total / Weighted Average:71$1,159,329,914100.0%89.0%2.75x10.9%55.9%54.2%

(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 15, 16, 17 and 23, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5, and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(4)In the case of Loan No. 11, Cut-off Date LTV is calculated net of a holdback reserve of $6,095,133. In the case of Loan No. 31, UW NCF DSCR, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $750,000.

(5)In the case of Loan Nos. 1, 2, 3, 8, 10, 18, and 25, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(6)In the case of Loan Nos. 1 and 2, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

 

Mortgaged Properties by Location(1)
 
    

Weighted Average

State

Number of
Properties

Cut-off Date
Principal
Balance

% of
IPB

Occupancy

UW
NCF DSCR(2)(3)
UW
NOI DY(2)(3)(4)
Cut-off Date
LTV(2)(4)(5)
Maturity Date
LTV (2)(5)(6)
New York9$263,668,47422.7%   97.4%3.11x  9.7%52.7%52.7%
Florida8200,150,00017.3  91.2%2.41x10.2%65.9%63.1%
Tennessee3100,155,0008.6  80.3%2.61x11.2%62.4%59.4%
Texas581,766,4507.1  74.3%1.77x11.8%51.7%44.0%
Nevada279,985,6676.9  71.4%4.95x17.9%35.5%35.5%
Oregon271,500,0006.2  72.7%2.50x  9.0%44.1%44.1%
California358,600,0005.1100.0%2.09x  8.2%58.0%58.0%
Georgia256,644,4444.9  97.9%2.58x10.2%56.3%63.2%
Washington247,380,0004.1  98.1%2.63x  9.4%61.4%61.4%
Michigan437,852,7773.3  85.7%1.80x10.8%69.4%59.6%
Idaho130,995,0002.7  79.3%5.14x19.1%33.5%33.5%
Colorado118,390,0001.6100.0%1.58x  9.2%60.0%51.7%
Ohio116,950,0001.5  98.9%1.55x  9.4%71.5%63.4%
Illinois116,044,4441.4100.0%2.56x10.7%59.3%59.3%
Wisconsin415,001,4811.3100.0%2.56x10.7%59.3%59.3%
North Carolina210,091,2960.9  79.8%2.58x  9.7%64.5%64.5%
Connecticut19,500,0000.8  95.3%1.54x  9.9%57.2%49.1%
Virginia17,650,0000.7100.0%2.19x13.4%59.5%54.1%
Minnesota47,569,1280.7100.0%2.65x10.1%61.4%61.4%
New Jersey16,287,7970.5  44.8%1.82x12.4%62.9%53.8%
Pennsylvania15,742,2220.5100.0%2.56x10.7%59.3%59.3%
Alabama35,090,0000.4  98.2%1.54x  8.9%65.3%56.2%
Kentucky24,888,2560.4100.0%2.60x10.4%60.3%60.3%
Arkansas21,806,9490.2100.0%2.81x  9.1%65.0%65.0%
Mississippi11,126,0690.1100.0%2.81x  9.1%65.0%65.0%
West Virginia11,008,2250.1100.0%2.81x  9.1%65.0%65.0%
Louisiana1942,7560.1100.0%2.81x  9.1%65.0%65.0%
North Dakota1896,9270.1100.0%2.81x  9.1%65.0%65.0%
South Dakota1867,4660.1100.0%2.81x  9.1%65.0%65.0%
Oklahoma1779,0830.1100.0%2.81x  9.1%65.0%65.0%
Total / Weighted Average:71$1,159,329,914100.0%  89.0%2.75x10.9%55.9%54.2%

(1)Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 15, 16, 17 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5, and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(4)In the case of Loan No. 11, Cut-off Date LTV is calculated net of a holdback reserve of $6,095,133. In the case of Loan No. 31, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $750,000.

(5)In the case of Loan Nos. 1, 2, 3, 8, 10, 18, and 25, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(6)In the case of Loan Nos. 1 and 2, each with an anticipated repayment date, Maturity Date LTV is calculated as of the related anticipated repayment date.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Cut-off Date Principal Balance

 

    

Weighted Average

Range of Cut-off Date
Principal Balances
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
$3,085,200 -$9,999,99912$84,407,9977.3%3.91719%1182.06x9.7%58.8%55.8%
$10,000,000 -$19,999,999  8120,811,25010.4  3.71509%1182.10x9.3%64.8%61.4%
$20,000,000 -$29,999,999  5122,330,00010.6  3.59312%1042.37x10.0%63.0%58.9%
$30,000,000 -$39,999,999  399,995,0008.6  3.37333%1153.68x14.9%53.3%50.2%
$40,000,000 -$49,999,999  4180,800,00015.6  3.57688%1171.99x8.3%60.8%61.3%
$50,000,000 -$80,000,000  8550,985,66747.5  3.47521%1073.16x11.7%50.8%49.8%

Total / Wtd. Avg:

40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%
            

 

Mortgage Interest Rates

 

    

Weighted Average

Range of
Mortgage Interest Rates
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
2.59159% -2.99999%  1$80,000,0006.9%2.59159% 824.91x13.0%39.8%39.8%
3.00000% -3.49999%10410,000,00035.4  3.27412%1142.91x10.2%56.5%56.5%
3.50000% -3.99999%21472,582,11740.8  3.66191%1172.57x11.0%56.6%54.7%
4.00000% -4.49999%  7190,460,00016.4  4.22544%1031.94x10.9%59.5%54.0%
4.50000% -5.21200%  16,287,7970.5  5.21200%  921.82x12.4%62.9%53.8%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%

 

Original Term to Maturity in Months

 

    

Weighted Average

Original Term to
Maturity in Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
60  2$77,000,0006.6%3.67356%  592.69x10.4%62.6%62.6%
84  180,000,0006.9  2.59159%  824.91x13.0%39.8%39.8%
120371,002,329,91486.5  3.61919%1172.58x10.7%56.7%54.7%

Total / Wtd. Avg:

40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%
          

 

Remaining Term to Maturity in Months(1)

 

    Weighted Average
Range of Remaining Term to
Maturity in Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
58 -60  2$77,000,0006.6%3.67356%  592.69x10.4%62.6%62.6%
61 -84  180,000,0006.9  2.59159%  824.91x13.0%39.8%39.8%
85 -11912406,953,66435.1  3.44639%1133.36x12.4%52.0%52.4%
120 -12025595,376,25051.4  3.73731%1202.04x9.6%59.9%56.3%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%
            
(1)In the case of Loan Nos. 1 and 2, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 15, 16, 17 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5, and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(4)In the case of Loan No. 11, Cut-off Date LTV is calculated net of a holdback reserve of $6,095,133. In the case of Loan No. 31, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $750,000.

(5)In the case of Loan Nos. 1, 2, 3, 8, 10, 18, and 25, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

14 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Original Amortization Term in Months

 

    Weighted Average
Original Amortization Term in
Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)

Interest Only

27$883,726,91776.2%3.42554%1083.07x10.9%54.3%54.8%
360 -36013275,602,99723.8  3.95707%1181.71x10.8%61.1%52.5%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%
            

 

Remaining Amortization Term in Months

 

    Weighted Average
Range of Remaining
Amortization Term in Months
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)

Interest Only

27$883,726,91776.2%3.42554%1083.07x10.9%54.3%54.8%
332 -332  16,287,7970.5  5.21200%  921.82x12.4%62.9%53.8%
360 -36012269,315,20023.2  3.92777%1191.71x10.7%61.0%52.4%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%
            
Amortization Types

 

    

Weighted Average

Amortization TypesNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
Interest Only25$723,741,25062.4%3.50308%1112.66x  9.9%58.0%58.6%
IO-Balloon10194,815,20016.8  3.75301%1191.72x10.1%65.3%57.0%
ARD-Interest Only  2159,985,66713.8  3.07475%  954.93x15.4%37.7%37.7%
Balloon  380,787,7977.0  4.44915%1181.70x12.3%50.7%41.6%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%

 

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

 

    Weighted Average
Range of Underwritten Net
Cash Flow Debt Service
Coverage Ratios
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
1.52x -1.99x16$364,862,99731.5%3.90929%1191.76x  9.6%60.9%55.2%
2.00x -2.49x9150,566,25013.0  3.82018%1002.25x10.0%62.8%60.9%
2.50x -2.99x10390,920,00033.7  3.38733%1172.62x9.6%57.1%58.1%
3.00x -3.49x  127,000,0002.3  3.03200%  583.13x10.0%60.9%60.9%
3.50x 5.14x  4225,980,66719.5  3.14289%1004.84x15.9%40.8%40.8%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%

(1)In the case of Loan Nos. 1 and 2, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 15, 16, 17 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5, and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(4)In the case of Loan No. 11, Cut-off Date LTV is calculated net of a holdback reserve of $6,095,133. In the case of Loan No. 31, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $750,000.

(5)In the case of Loan Nos. 1, 2, 3, 8, 10, 18, and 25, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

15 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

LTV Ratios as of the Cut-off Date(2)(4)(5)

 

    Weighted Average
Range of
Cut-off Date LTVs
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
33.5% -39.9%  3$190,980,66716.5%3.14360%  994.96x16.0%37.0%37.0%
40.0% -49.9%  2131,000,00011.3  3.87527%1192.11x10.7%45.7%41.1%
50.0% -59.9%11260,550,00022.5  3.51326%1172.49x  9.7%56.2%57.2%
60.0% -69.9%22556,764,04748.0  3.61843%1102.30x  9.7%64.2%61.5%
70.0% -71.5%  220,035,2001.7  3.98287%1081.56x  9.4%71.3%62.9%

Total / Wtd. Avg: 

40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%

 

LTV Ratios as of the Maturity Date(1)(2)(5)

 

    

Weighted Average

Range of
Maturity Date LTVs
Number
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
33.5% -39.9%  4$255,980,667  22.1%3.47787%1044.14x15.2%39.9%37.6%
40.0% -44.9%  166,000,000 5.73.29940%1182.50x8.9%42.9%42.9%
45.0% -49.9%  19,500,000  0.83.87000%1201.54x9.9%57.2%49.1%
50.0% -54.9%  8183,927,79715.93.47400%1172.30x9.7%57.0%53.9%
55.0% -68.7%26643,921,45055.53.62476%1112.36x9.7%63.3%62.2%

Total / Wtd. Avg: 

40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%

 

Prepayment Protection

 

    

Weighted Average

Prepayment ProtectionNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
Defeasance32$888,806,45076.7%3.55466%1092.57x10.3%58.7%56.9%
Defeasance or Yield Maintenance3160,480,66713.83.56264%1143.93x15.3%43.5%41.6%
Yield Maintenance5110,042,7979.53.51391%1172.43x9.1%51.4%50.9%

Total / Wtd. Avg: 

40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%

 

Loan Purpose

 

    

Weighted Average

Loan PurposeNumber
of Loans
Cut-off Date
Principal
Balance
% of
IPB
Mortgage
Rate
Remaining
Loan
Term(1)
UW
NCF
DSCR(2)(3)
UW
NOI
DY(2)(3)(4)
Cut-off
Date
LTV(2)(4)(5)
Maturity
Date
LTV(1)(2)(5)
Refinance22$560,354,04748.3%3.70453%1182.26x  9.9%59.3%56.8%
Acquisition14468,000,86740.43.31689%1073.22x11.7%52.5%50.5%
Recapitalization  380,975,000  7.03.56482%1133.51x13.4%47.4%52.3%
Recapitalization; Acquisition  150,000,000  4.34.02000%  602.46x10.6%63.5%63.5%
Total / Wtd. Avg:40$1,159,329,914100.0%3.55190%1112.75x10.9%55.9%54.2%
(1)In the case of Loan Nos. 1 and 2, each with an anticipated repayment date, Remaining Loan Term and Maturity Date LTV are calculated as of the related anticipated repayment date.

(2)In the case of Loan Nos. 1, 2, 3, 4, 5, 6, 7, 8, 10, 13, 15, 16, 17 and 23, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan Nos. 1, 2, 3, 5, and 20, UW NCF DSCR, UW NOI DY, Cut-off Date LTV and Maturity Date LTV calculations exclude the related Subordinate Companion Loan(s), related mezzanine loan(s) and/or related additional secured subordinate debt.

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

(4)In the case of Loan No. 11, Cut-off Date LTV is calculated net of a holdback reserve of $6,095,133. In the case of Loan No. 31, UW NOI DY and Cut-off Date LTV are calculated net of a holdback reserve of $750,000.

(5)In the case of Loan Nos. 1, 2, 3, 8, 10, 18, and 25, Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on certain hypothetical assumptions. Refer to “Description of the Mortgage Pool—Assessments of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

 

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

16 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

Previous Securitization History(1)

 

No.Mortgaged PropertyCut-off Date Principal Balance(2)

% of

IPB

LocationProperty TypePrevious Securitization
6The Galleria Office Towers$65,000,0005.6%Houston, TXOfficeJPMCC 2011-C3
128670 Wilshire$42,500,0003.7%Beverly Hills, CAOfficeGSMS 2013-GC16
18Oakland Commons I&II$24,300,0002.1%Southfield, MIOfficeAREIT 2019-CRE3
24Camellia Trace$15,655,0001.4%Jackson, TNMultifamily

WFRBS 2011-C3

8.02Fountains Center$14,393,9391.2%Boca Raton, FLMixed UseGSMS 2014-GC26
(1)The table above represents the properties for which the previously existing debt was securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

(2)Cut-off Date Principal Balance represents the allocated loan amount for each respective mortgaged property.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

  COVID Update*    
              
No.Property NameMortgage Loan SellerInformation as
of Date
Property TypeJanuary
Debt

Service
Payment
Received
(Yes/No)
February
Debt

Service
Payment
Received
(Yes/No)
Forbearance
or Other Debt
Service Relief
Requested
(Yes/No)
Other Loan
Modification
Requested
(Yes/No)
Lease
Modification
or Rent Relief
Requested
(Yes/No)
Occupied SF
or Unit
Count
Making Full
December
Rent
Payment (%)
UW December
Base
Rent
Paid
(%)
Occupied SF
or Unit
Count
Making Full
January
Rent
Payment (%)
UW
January
Base Rent
Paid (%)
1410 Tenth Avenue(1)JPMCB3/1/2021OfficeNAPYesNoNoNoNAPNAPNAPNAP
2MGM Grand & Mandalay Bay(2)CREFI/GACC2/25/2021HotelYesYesNoNoNo100.0%100.0%100.0%100.0%
3Phillips PointGSMC2/22/2021OfficeNAPNAPNoNoNo100%100%100%100%
4141 LivingstonCREFI2/25/2021OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
5Pittock BlockJPMCB3/1/2021Mixed UseNAPYesNoNoYes(3)68.2%82.0%NAVNAV
6The Galleria Office TowersCREFI/JPMCB2/25/2021OfficeNAPNAPNoNoYes99.3%98.3%97.2%97.2%
7U.S. Industrial Portfolio VIGSMC2/19/2021IndustrialNAPNAPNoNoNo100%100%100%100%
8Boca Office PortfolioCREFI2/25/2021Mixed UseNAPNAPNoNoYes96.0%96.0%94.0%95.0%
9Gestamp Automocion SLBCREFI2/25/2021IndustrialNAPNAPNoNoNo100.0%100.0%100.0%100.0%
1030 Hudson Yards 67(4)JPMCB3/1/2021OfficeNAPNAPNoNoNoNAPNAP100.0%100.0%
11Dawson MarketplaceGSMC1/13/2021RetailYesYesNoYes(5)No96.0%96.2%99.2%96.7%
128670 Wilshire(6)GACC2/17/2021OfficeNAPNAPNAPNAPYes90.5% 95.9% 90.5% 95.7% 
13JW Marriott NashvilleGSMC2/19/2021HotelYes(7)Yes(7)Yes(7)Yes(7)Yes(7)NAPNAPNAPNAP
14Morgan Stanley TowerCREFI2/25/2021OfficeNAPNAPNoNoYes95.3%97.0%92.3%95.0%
15The Village at MeridianJPMCB3/1/2021RetailNAPNAPNoNoYes(8)NAV79.2%NAV82.9%
16Millennium Corporate ParkGSMC2/19/2021OfficeNAPYesNoNoNo100%100%100%100%
17711 Fifth AvenueGSMC1/20/2021Mixed UseNAPNAPNoNoYes(9)100%100%100%100%
18Oakland Commons I&IIJPMCB3/1/2021OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
19Orlando Technology ParkGACC2/17/2021OfficeNAPNAPNAPNAPNo100%100%100%100%
20Woodbury Crossing Phase IIGACC2/17/2021MultifamilyNAPYesNoNoNo96%100%96%100%
21Advanced EnergyCREFI2/25/2021IndustrialNAPNAPNoNoNo100.0%100.0%100.0%100.0%
22Value Store It MiamiCREFI2/25/2021Self StorageNAPNAPNoNoNo100.0%100.0%100.0%100.0%
23Willoughby CommonsGSMC1/31/2021RetailYesYesNoYes(10)Yes(11)85.2%83.5%85.8%83.8%
24Camellia TraceJPMCB3/1/2021MultifamilyNAPNAPNAPNAPNoNAV96.6%NAV97.9%
25Dollar General PortfolioGACC2/17/2021RetailNAPNAPNAPNAPNo100%100%100%100%
269633 Westheimer RoadCREFI2/25/2021Mixed UseNAPNAPNoNoNo100.0%100.0%100.0%100.0%
2746-50 East 167th StreetCREFI2/25/2021RetailNAPNAPNoNoNo100.0%100.0%100.0%100.0%
28Bridgeport Distribution CenterCREFI2/25/2021IndustrialNAPNAPNoNoNo100.0%100.0%100.0%100.0%
29303 3rd Street(12)CREFI2/25/2021Mixed UseNAPNAPNoNoYes100.0%67.2%100.0%67.2%
305501 New Utrecht AvenueCREFI2/25/2021OfficeNAPNAPNoNoNo100.0%100.0%100.0%100.0%
31Hamden Self StorageCREFI2/25/2021Mixed UseNAPNAPNoNoNo100.0%100.0%100.0%100.0%
32Bristol ParkJPMCB3/1/2021MultifamilyNAPNAPNoNoNoNAV93.0%NAV93.5%
336450 IndustrialGACC2/17/2021IndustrialNAPYesNoNoNo100%100%100%100%
34651 Bushwick AvenueCREFI2/25/2021Mixed UseNAPYesNoNoNo100%90.8%100%90.8%
35Grocery Outlet TruckeeGSMC2/18/2021Mixed UseNAPNAPNoNoNo100%100%100%100%
36Holiday Inn Philadelphia SouthJPMCB2/25/2021HotelYesYesNoYes(13)NoNAPNAPNAPNAP
37CVS Valley StreamCREFI2/25/2021RetailNAPYesNoNoNo100%100%100%100%
38Deschutes Business CenterCREFI2/25/2021IndustrialNAPYesNoNoNo96.6%98.4%96.6%98.4%
39The Cove Storage PortfolioCREFI2/25/2021Self StorageNAPYesNoNoNo100%100%100%100%
40Scotsman Self StorageCREFI2/25/2021Self StorageNAPYesNoNoNo100%100%100%100%

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

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Collateral Characteristics

 

(1)With respect to 410 Tenth Avenue, as of January 2021, comprehensive redevelopment of the mortgaged property is approximately 96% complete. Upon completion of pre-commencement work, Amazon (approximately 53.1% of underwritten base rent) is expected to take possession of (i) floors 9-14 and 16-20 (the “First Tranche Floors”) in March 2021 and (ii) floor 15 in May 2021. Amazon is expected to commence paying rent in (a) June 2022 with respect to the First Tranche Floors and (b) August 2022 with respect to floor 15. On January 22, 2021, the Borrowers provided Amazon with 60 days’ prior notice of completion for the First Tranche Floors, as required under the related lease for commencement to occur. First Republic (36.1% of underwritten base rent) has executed a lease with respect to (i) floors 2-6, (ii) the ground floor retail space and (iii) the below grade space. Upon completion of pre-commencement and turnkey work, First Republic is expected to take possession of all its space by April 2021. First Republic is expected to commence paying rent in (a) August 2021 with respect to floors 4-6, (ii) October 2021 with respect to floors 2 and 3, (iii) August 2022 with respect to the ground floor retail space and (iv) May 2022 with respect to the below grade space. At origination, approximately $57.7 million was reserved for outstanding gap rent and free rent obligations, $5.0 million in excess of projected obligations based on expected lease commencement dates.

(2)With respect to MGM Grand & Mandalay Bay, the Borrowers sent a notice to the mortgage lender on February 8, 2021, which provides that the Borrowers expect that, when the mortgage lender determines the DSCR as of December 31, 2020, a MGM Grand & Mandalay Bay Trigger Period will occur under the terms of the MGM Grand & Mandalay Bay Whole Loan documents. Accordingly, the Borrowers have provided notice to the mortgage lender of their desire to elect to deliver an excess cash flow guaranty for the benefit of the mortgage lender in lieu of depositing all excess cash flow into a reserve account in accordance with the terms and conditions of the MGM Grand & Mandalay Bay Whole Loan documents. The Borrowers proposed (i) BREIT Prime Lease Holdings LLC and (ii) MGM Growth Properties Operating Partnership LP to be the guarantors under the excess cash flow guaranty.

(3)With respect to Pittock Block, as of January 18, 2021, the Pittock Block Property was open for business; however, a majority of the office tenants are working remotely. 11 tenants, representing approximately 8.9% of net rentable area, have requested rent relief.

(4)With respect to 30 Hudson Yards 67, the property is open and operational; however, Facebook (the subtenant) is currently completing build-out of its space. Related (the prime tenant) commenced paying rent in January 2021.

(5)With respect to Dawson Marketplace, a loan modification was completed in conjunction with the One Life lease.

(6)With respect to 8670 Wilshire, two tenants, representing 9.2% of the underwritten base rent, have requested and were granted rent relief. At loan closing, approximately $373,771 was deposited into a rent reserve, which is the equivalent to one year of base rent for the two tenants.

(7)With respect to JW Marriott Nashville, in April 2020, the mortgage loan was modified to permit the use of FF&E reserve funds to pay debt service, and the borrower sponsor provided a 6-month guaranty for debt service, taxes and insurance payments that expired in October 2020. In October 2020, the mortgage loan was further modified to waive the requirement to fund the FF&E reserve until April 2021, waive the cash management debt yield trigger through the second quarter of 2022, and otherwise permanently decrease the debt yield trigger level from 10% to 7.5%, in exchange for the borrower funding an 18-month debt service reserve to be applied to monthly payments from October 2020 through March 2022.

(8)With respect to The Village at Meridian, as a result of COVID-19, the borrower sponsor negotiated rent deferrals on a tenant-by-tenant basis and ultimately provided between one to five months of deferred rent spanning April 2020 to December 2020 to 30 tenants totaling 186,026 square feet, amounting to $909,200 of rent deferment. Leases for these tenants were amended such that the deferred rent will be recouped by the borrower sponsor via 12 equal installments in 2021. In addition, as a result of COVID-19, the borrower sponsor provided partial or full rent abatements to eight tenants spanning May 2020 to December 2020. At origination, a $3,742,823 gap rent reserve was established, representing the aggregate amount of base rent for the succeeding 12-months for tenants who had not paid in-full base rent due pursuant to each such tenant’s underlying lease as of the origination date. Such amounts will not be released to the borrower until, among other conditions, (i) collections exceed 95% of the full rent payable from all tenants in place as of the origination date for a period of 12 consecutive months and (ii) The Village at Meridian property is at least 80% occupied based on total square footage, provided no event of default or cash sweep event then exists.

(9)With respect to 711 Fifth Avenue, this includes one tenant, representing 4.2% of the square feet and 37.3% of UW Base Rent of the 711 Fifth Avenue property who paid their rent in accordance with an agreement to pay 50% abated rent for the months of April, May and June. 50% of the abated rent will be paid back by the end of 2020 and the remainder by the end of the first quarter of 2021.

(10)With respect to Willoughby Commons, five tenants, representing approximately 31.4% of the UW Base Rent have requested rent relief.

(11)With respect to Willoughby Commons, a loan modification has been granted to the borrower to permit it to post $496k in lieu of a cash flow sweep through March 31, 2021 as a result of Regal Cinemas being dark. Regal temporarily closed all theaters in the US and UK in October 2020.

(12)With respect to 303 3rd Street, collections at the mortgaged property reflect that three tenants are in the process of building out their space and have not yet taken occupancy. All three tenants are expected to take possession of their space within the next six months.

(13)With respect to Holiday Inn Philadelphia South, in April 2020, the mortgage loan was modified to, among other things, (a) waive the requirement to fund the FF&E reserve from April 2020 to and including July 2020 and (b) permit the borrower to incur one or more unsecured and unguaranteed Paycheck Protection Program loans made by a participating lender of the United States Small Business Administration pursuant to the Coronavirus Aid, Relief and Economic Security Act. The mortgage loan is expected to be further modified to, among other things, temporarily waive the commencement of a cash sweep period triggered by the debt service coverage ratio being below the applicable threshold set forth in the mortgage loan documents, and delay the requirements during a cash sweep period for the borrower to establish the lockbox account and the cash management account until March 31, 2021, and January 1, 2022, respectively.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Class A-2(1)

 

 

Loan Name

Location

Cut-off Date
Balance

% of IPB

Maturity Date
Balance

% of
Certificate
Class(2)

Original
Loan
Term

Remaining
Loan Term

UW
NCF
DSCR(3)

UW NOI
Debt
Yield(3)

Cut-off
Date
LTV(3)

Maturity
Date
LTV(3)

8Boca Office PortfolioBoca Raton, FL$50,000,0004.3%$50,000,00067.7%60602.46x10.6%63.5%63.5%
16Millennium Corporate ParkRedmond, WA$27,000,0002.3%$27,000,00036.6%60583.13x10.0%60.9%60.9%
Total / Weighted Average: $77,000,0006.6%$77,000,000104.3%60592.69x10.4%62.6%62.6%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-2 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions or forbearances of maturity dates or anticipated repayment dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date or anticipated repayment date, as applicable. Each Class of Certificates, including the Class A-2 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

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

(3)In the case of Loan No. 8, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loans.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Class A-3(1)

 

 

Loan Name

Location

Cut-off Date
Balance

% of IPB

Maturity Date
Balance

% of
Certificate
Class(2)

Original
Loan
Term

Remaining
Loan Term

UW NCF
DSCR(3)

UW NOI
Debt
Yield(3)

Cut-off
Date
LTV(3)

Maturity
Date
LTV(3)

1410 Tenth AvenueNew York, NY$80,000,0006.9%$80,000,00098.6%84824.91x13.0%39.8%39.8%
36Holiday Inn Philadelphia SouthSwedesboro, NJ$6,287,7970.5%$5,380,8136.6%120921.82x12.4%62.9%53.8%
Total / Weighted Average: $86,287,7977.4%$85,380,813105.3%87834.68x13.0%41.5%40.8%
(1)The table above presents the mortgage loans whose balloon payments would be applied to pay down the certificate balance of the Class A-3 Certificates, assuming a 0% CPR and applying the “Modeling Assumptions” described in the Preliminary Prospectus, including the assumptions that (i) none of the mortgage loans in the pool experience prepayments, defaults or losses; (ii) there are no extensions or forbearances of maturity dates or anticipated repayment dates of any mortgage loans in the pool; and (iii) each mortgage loan in the pool is paid in full on its stated maturity date or anticipated repayment date, as applicable. Each Class of Certificates, including the Class A-3 Certificates, evidences undivided ownership interests in the entire pool of mortgage loans. Debt service coverage ratio, debt yield and loan-to-value ratio information does not take into account subordinate debt (whether or not secured by the mortgaged property), if any, that exists or is allowed under the terms of any mortgage loan. See Annex A-1 to the Preliminary Prospectus.

(2)Reflects the percentage equal to the Maturity Date Balance divided by the initial Class A-3 Certificate Balance.

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

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Structural Overview

 

   Accrual: Each Class of Certificates (other than the Class S and Class R Certificates) will accrue interest on a 30/360 basis. The Class S and Class R Certificates will not accrue interest.
    Allocation between VRR Interest and the Non-VRR Certificates: The aggregate amount available for distribution to holders of the Certificates (including the VRR Interest) on each Distribution Date will be: (i) the gross amount of interest, principal, yield maintenance charges and prepayment premiums collected with respect to the Mortgage Loans in the applicable one-month collection period, net of specified expenses of the issuing  entity, including fees payable therefrom to, and losses, liabilities, costs and expenses reimbursable or indemnifiable therefrom to, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer and CREFC®; and (ii) allocated to amounts available for distribution to the holders of the VRR Interest, on the one hand, and amounts available for distribution to the holders of the remaining Certificates other than the Class S and Class R certificates (the “Non-VRR Certificates”), on the other hand. On each Distribution Date, the portion of such aggregate available funds allocable to: (a) the VRR Interest will be the product of such aggregate available funds multiplied by a fraction, expressed as a percentage, the numerator of which is the initial VRR interest balance of the VRR Interest, and the denominator of which is the aggregate initial Certificate Balances of the Principal Balance Certificates and the initial VRR Interest Balance of the VRR Interest (the “VRR Percentage”); and (b) the Non-VRR Certificates (the “Non-VRR Available Funds”) will at all times be the product of such aggregate available funds multiplied by the difference between 100% and the VRR Percentage (such difference, the “Non-VRR Percentage”). See “Credit Risk Retention” and “Description of the Certificates” in the Preliminary Prospectus.
    Distribution of Interest: 

On each Distribution Date, accrued interest for each Class of Non-VRR Certificates at the applicable pass-through rate will be distributed in the following order of priority to the extent of the Non-VRR Available Funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G and Class X-NR Certificates (the “Senior Certificates”), on a pro rata basis, based on the interest entitlement for each such Class on such date, and then to the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR Certificates, in that order, in each case until the interest entitlement for such date payable to each such Class is paid in full.

 

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

 

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

 

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

 

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

 

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

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Structural Overview

 

  

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

 

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

 

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

 

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

 

    Distribution of Principal: 

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

 

first, to the Class A-SB Certificates until the Certificate Balance of the Class A-SB Certificates is reduced to the Class A-SB planned principal balance for the related Distribution Date set forth in Annex H to the Preliminary Prospectus, second, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, third, to the Class A-2 Certificates, until the Certificate Balance of such Class is reduced to zero, fourth, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero fifth, to the Class A-4 Certificates, until the Certificate Balance of such Class is reduced to zero, sixth, to the Class A-5 Certificates until the Certificate Balance of such Class is reduced to zero, and seventh, to the Class A-SB Certificates, until the Certificate Balance of such Class is reduced to zero and then to the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero.

 

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

 

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

 

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

 

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

 

    Yield Maintenance / Fixed Penalty Allocation: 

For purposes of the distribution of Yield Maintenance Charges on any Distribution Date, the Non-VRR Percentage of any Yield Maintenance Charges collected in respect of the mortgage loans will be allocated pro rata among certain groups (based on the aggregate amount of

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Structural Overview

 

  

principal distributed to the Principal Balance Certificates in each group), consisting of (a) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class A-S and Class X-A Certificates (“YM Group A”), (b) the Class X-B, Class B and Class C Certificates (“YM Group B”) and (c) the Class X-D, Class D and Class E Certificates (“YM Group D”), As among the Classes of Certificates in each YM Group, each Class of Certificates entitled to distributions of principal will receive an amount calculated generally in accordance with the following formula and as more specifically described in the Preliminary Prospectus, with any remaining Yield Maintenance Charges on such Distribution Date being distributed to the class of Class X Certificates in such YM Group.

 

YM ChargeXPrincipal Paid to ClassX(Pass-Through Rate on Class – Discount Rate)
Total Principal Paid to the related YM Group(Mortgage Rate on Loan – Discount Rate)

 

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

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

 

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

 

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

 

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

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

 

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

 

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

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

 

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

 

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

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

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

 

In the case of all of the Whole Loans, referred to as the “410 Tenth Avenue Whole Loan”, the “MGM Grand & Mandalay Bay Whole Loan”, the “Philips Point Whole Loan”, the “141 Livingston Whole Loan”, the “Pittock Block Whole Loan”, the “The Galleria Office Towers Whole Loan”, the “U.S. Industrial Portfolio VI Whole Loan”, the “Boca Office Portfolio Whole Loan”, “30 Hudson Yards 67 Whole Loan”, the “JW Marriott Nashville Whole Loan”, the “The Village at Meridian Whole Loan”, the “The Millennium Corporate Park Whole Loan”, the “The 711 Fifth Avenue Whole Loan” and the “Willoughby Commons Whole Loan”, one or more related Companion Loans are pari passu with the related mortgage loan (these Companion Loans are also referred to as the “Pari Passu Companion Loans”). In the case of each of the 410 Tenth Avenue Whole Loan, the MGM Grand & Mandalay Bay Whole Loan and the Pittock Block Whole Loan, one or more related Companion Loans are subordinate in right of payment to the related mortgage loan and any related Pari Passu Companion Loans (these Companion Loans are also referred to as the “Subordinate Companion Loans”).

 

The 410 Tenth Avenue Whole Loan, the MGM Grand & Mandalay Bay Whole Loan, the Philips Point Whole Loan, the Pittock Block Whole Loan, the JW Marriott Nashville Whole Loan, The Village at Meridian Whole Loan, the Millennium Corporate Park Whole Loan, the 711 Fifth Avenue Whole Loan and the Willoughby Commons Whole Loan (each, a “Non-Serviced Whole Loan”) are being serviced and administered pursuant to the applicable trust and servicing agreement or pooling and servicing agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans”, “—The Non-Serviced

 

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

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AB Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loans” in the Preliminary Prospectus.

    Highlighted Servicing Provisions: 

The following are certain servicing provisions of note:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

    Liquidated Loan Waterfall: 

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

 

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

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liquidation proceeds in respect of each such mortgage loan in excess of the related outstanding balance will first be applied to offset any interest shortfalls allocated to the Certificates (other than the Class R Certificates), in sequential order, and then to offset any realized losses allocated to the Certificates (other than the Class R Certificates), in sequential order. Any liquidation proceeds remaining after such applications will be distributed to the Class R Certificates.

    Sale of Defaulted Loans and REO Properties: 

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

 

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

 

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

 

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

 

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

 

The Directing Certificateholder will not have a right of first refusal to purchase a defaulted loan.

 

If the Special Servicer does not receive a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the defaulted loan or REO property at the Purchase Price. If the Special Servicer does not purchase the defaulted loan or REO property at the Purchase Price, the Special Servicer is required to accept the highest offer received from any person that is determined to be a fair price (supported by an appraisal required to be obtained by the Special Servicer within 30 days of a mortgage loan becoming a specially serviced loan) for such defaulted loan or REO property, if the highest offeror is a person other than an Interested Person. If the highest offer is made by an Interested Person, the Trustee will determine (based upon the most recent appraisal or updated appraisal conducted in accordance with the terms of the Pooling and Servicing Agreement) whether the offer constitutes a fair price for the defaulted loan or REO property provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received from independent third parties and the Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert retained by the Trustee in connection with making such determination. Neither the Trustee nor any of its affiliates may make an offer for or purchase any specially serviced loan or REO

 

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

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property. An “Interested Person” is any person that is (i) a party to the Pooling and Servicing Agreement, the Directing Certificateholder, any sponsor, any Borrower Party, any independent contractor engaged by the Special Servicer, any holder of a mezzanine loan (but only with respect to the related mortgage loan) or any known affiliate of any such person or, (ii) with respect to a defaulted whole loan, the depositor, the master servicer, the special servicer (or independent contractor engaged by such special servicer) or the trustee for any securitization that includes a related Companion Loan and each holder of any related Companion Loan, or any known affiliate of any such person.

 

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

 

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

 

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan, included in the Benchmark 2021-B24 trust, and the related Companion Loan(s), as a single loan. In connection with any such sale, the then-applicable special servicer will be required to follow procedures substantially similar to those set forth above.

    Control Eligible Certificates: Classes G and NR.
    Control Rights: 

The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be, with respect to each serviced mortgage loan, the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement. With respect to any mortgage loan (other than any Excluded Loan), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan or any Excluded Loan). With respect to any mortgage loan that has or may in the future have mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.

 

A “Borrower Party” means a borrower, a mortgagor, a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, any other person controlling or controlled by or under

 

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

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

 

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

 

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

 

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

 

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

    Directing Certificateholder: Eightfold Real Estate Capital Fund V, L.P. is expected to be appointed as the initial directing certificateholder with respect to all serviced mortgage loans (other than the Non-Serviced Mortgage Loans and Excluded Loans).
    Controlling Class: 

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

 

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

 

    Control Termination Event: 

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

 

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

 

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

 

The “Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the principal balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum

 

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

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of (in the case of a Whole Loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent Appraised Value for the related mortgaged property or mortgaged properties, plus (y) solely to the extent not reflected or taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time the mortgage loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related mortgaged property or mortgaged properties (provided that in the case of a non-serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination.

 

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

    Consultation Termination Event: 

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

 

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

 

    Risk Retention Consultation Parties: The risk retention consultation parties will have certain non-binding consultation rights with respect to certain material servicing actions. The owners of the VRR Interest, which is expected to be transferred by the depositor on the Closing Date to JPMCB, CREFI and Goldman Sachs Bank USA, an originator and an affiliate of GSMC, will each be entitled to appoint a risk retention consultation party. JPMCB, CREFI and GSMC are expected to be appointed as the initial risk retention consultation parties.
    Appraised-Out Class: A Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such Class, to no longer be the Controlling Class.
    Remedies Available to Holders of an Appraised-Out Class: 

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

 

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

 

    Operating Advisor: 

The Operating Advisor will initially be Park Bridge Lender Services. The Operating Advisor will have access to any final asset status report and information available with respect to the transaction on the certificate administrator’s website and will have certain monitoring responsibilities on behalf of the entire issuing entity. During the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult with the Special Servicer

 

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

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with respect to certain major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, the RR Interest Owners and, in the case of a serviced whole loan, the related companion loan holder(s), as a collective whole, as if those certificateholders, RR Interest Owners and, if applicable, such companion loan holder(s) constituted a single lender (taking into account the pari passu or subordinate nature of any related companion loan(s)).

 

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

 

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

    Replacement of Operating Advisor: 

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

 

Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an institution (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction publicly citing servicing concerns with the operating advisor in its capacity as special servicer or operating advisor on such commercial mortgage-backed securities transaction as the sole or a material factor in such rating action; (B) that can and will make the representations and warranties of the operating advisor set forth in the Pooling and Servicing Agreement; (C) that is not (and is not affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, a Risk Retention Consultation Party, a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to any securitization that includes a Companion Loan, or any of their respective affiliates; (D) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; (E) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and that has at least five years of experience in collateral analysis and loss projections and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (F) that does not directly or indirectly, through one or more affiliates or otherwise, own or have derivative exposure in any interest in any certificates, any mortgage loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which the Pooling and Servicing Agreement relates, other than in fees from its role as operating advisor and asset representations reviewer (to the extent it also acts as the asset representations reviewer).

 

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

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    Asset Representations Reviewer: 

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

 

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

 

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

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

 

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

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    Appointment and Replacement of Special Servicer: 

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

 

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

 

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

 

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

 

    Replacement of Special Servicer by Vote of Certificateholders: 

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

 

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

 

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

 

With respect to any Non-Serviced Whole Loan, subject to the related intercreditor agreement, the Benchmark 2021-B24 trust as holder of the related mortgage loan has similar termination rights in the event of a servicer termination event with respect to the special servicer under the

 

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

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applicable trust and servicing agreement or pooling and servicing agreement, as applicable, as described above, which may be exercised by the Directing Certificateholder prior to the Control Termination Event. However, the successor special servicer will be selected pursuant to the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, by the related directing holder prior to a control event under such trust and servicing agreement or pooling and servicing agreement, as applicable. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.

    Dispute Resolution Provisions: 

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

 

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

 

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

 

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

 

Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable Mortgage Loan Seller has made a Loss of Value Payment, (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage

 

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

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loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the Pooling and Servicing Agreement.

    Investor Communications 

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

 

9062 Old Annapolis Road

 

Columbia, Maryland 21045

 

Attention: Corporate Trust Administration Group – Benchmark 2021-B24

 

With a copy to: trustadministrationgroup@wellsfargo.com

    Master Servicer and Special Servicer Compensation: 

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

 

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

 

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

 

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

 

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

 

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

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Fees payable to the Special Servicer in respect of that corrected loan (including any related serviced Companion Loan) to be $25,000.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

    Deal Website: 

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

  special notices;

  summaries of any final asset status reports;

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

  an “Investor Q&A Forum”;

  a voluntary investor registry;

  SEC EDGAR filings; and

  risk retention.

 

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

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(THIS PAGE INTENTIONALLY LEFT BLANK)

 

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

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410 Tenth Avenue

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:JPMCB Single Asset / Portfolio:Single Asset
Credit Assessments  Title:Fee
(Fitch/KBRA/S&P)(1):A(sf) / A+ / N/A Property Type – Subtype:Office – CBD
Original Principal Balance(2):$80,000,000 Net Rentable Area (SF)(6):631,944
Cut-off Date Principal Balance(2):$80,000,000 Location:New York, NY
% of Pool by IPB:6.9% Year Built / Renovated:1927 / 2020
Loan Purpose:Acquisition Occupancy:99.2%
Borrowers(3):Various Occupancy Date:12/16/2020
Loan Sponsors:Mark Karasick, Michael Silberberg Number of Tenants:7
Interest Rate(4):2.59159% 2017 NOI(7):N/A
Note Date:12/18/2020 2018 NOI(7):N/A
ARD Date(4):1/1/2028 2019 NOI(7):N/A
Maturity Date(4)3/1/2032 TTM NOI(7):N/A
Interest-only Period:84 months UW Economic Occupancy(8):98.0%
Original Term:84 months UW Revenues:$63,431,013
Original Amortization:None UW Expenses:$14,141,037
Amortization Type:ARD-Interest Only UW NOI(8):$49,289,976
Call Protection:L(26),Def(54),O(4) UW NCF(8):$49,005,601
Lockbox / Cash Management:Hard / In Place Appraised Value / Per SF(8)(9):$955,000,000 / $1,511
Additional Debt(2):Yes Appraisal Date(9):12/1/2020
Additional Debt Balance(2)(10):$300,000,000 / $185,000,000 /   
 $140,000,000   
Additional Debt Type(2):Pari Passu / Subordinate Debt/   
 Mezzanine   
     

 

Escrows and Reserves(5) Financial Information(2)(8)(9)(10)
 InitialMonthlyInitial Cap  

Senior  

Notes

Whole

Loan

Total

Debt

Taxes:$379,548$378,496N/A Cut-off Date Loan / SF:$601$894$1,116
Insurance:$78,467$78,467N/A Maturity Date Loan / SF:$601$894$1,116
Replacement Reserves:$10,647$10,647N/A Cut-off Date LTV:39.8%59.2%73.8%
TI/LC:$53,233SpringingN/A Maturity Date LTV:39.8%59.2%73.8%
Other(8):$92,879,875SpringingN/A UW NCF DSCR:4.91x3.30x2.25x
     UW NOI Debt Yield:13.0%8.7%7.0%
        
         
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan$565,000,00058.2% Net Purchase Price(11)$859,998,03288.6%
Mezzanine A Loan20,000,0002.1  Upfront Reserves 93,401,7699.6_
Mezzanine B Loan120,000,00012.4    Closing Costs17,402,0021.8_
Sponsor Equity265,801,80327.4       
Total Sources$970,801,803 100.0%    Total Uses$970,801,803100.0%

(1)Fitch, KBRA and S&P have confirmed that the 410 Tenth Avenue Loan, in the context of the inclusion in the mortgage pool, has credit characteristics consistent with an investment grade obligation.

(2)The 410 Tenth Avenue Loan (as defined below) is part of a whole loan comprised of (i) the mortgage loan (comprised of the non-controlling Note A-2) with an outstanding principal balance as of the Cut-off Date of $80.0 million, (ii) one companion loan, which is pari passu with the 410 Tenth Avenue Loan, with an aggregate outstanding principal balance as of the Cut-off Date of $300.0 million and (iii) one subordinate companion loan with an outstanding balance as of the Cut-off Date of $185.0 million. The Senior Notes Financial Information presented in the chart above reflects the Cut-off Date balance of the $380.0 million 410 Tenth Avenue Senior Notes (as defined below). The Whole Loan Financial Information presented in the chart above reflects the $565.0 million 410 Tenth Avenue Whole Loan (as defined below). The Total Debt Financial Information presented in the chart above reflects the $565.0 million 410 Tenth Avenue Whole Loan and the aggregate $140.0 million in associated mezzanine debt. For additional information, see “The Loan” and “Current Mezzanine and Subordinate Indebtedness” herein.

(3)The borrowers of the 410 Tenth Avenue Loan are 601W Tenth Owner LLC, Tenth Owner 2 LLC, Tenth Owner 3 LLC, Tenth Owner 4 LLC, Tenth Owner 5 LLC, Tenth Owner 6 LLC and Tenth Ave 4 Lessee LLC.

(4)The 410 Tenth Avenue Whole Loan is structured with an anticipated repayment date (“ARD”) of January 1, 2028 and a final maturity date of March 1, 2032. After the ARD, the interest rate will be revised to the greater of (i) 4.59159%, (ii) the 7-year swap yield as of the ARD plus 3.94159%, subject to a cap of 7.59159% and (iii) the default rate, when applicable pursuant to the 410 Tenth Avenue Whole Loan documents. The Mortgage Loan Information and Financial Information presented in the tables above are calculated based on the ARD.

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

(6)Net Rentable Area represents the “as leased” square footage at the 410 Tenth Avenue Property. Total measured square footage amounts to 638,797 square feet.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

(7)Historical financials are not available as the property is newly redeveloped with approximately 96% of the work complete as of January 2021.
(8)While the 410 Tenth Avenue Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 410 Tenth Avenue Whole Loan more severely than assumed in the underwriting of the 410 Tenth Avenue Whole Loan and could adversely affect the NOI, NCF and occupancy, as well as the appraised value and the DSCR, LTV and Debt Yield metrics presented above. See “Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

(9)Based on the “Hypothetical Market Value Assuming Reserves” appraised value, which assumes that escrow accounts were established to cover gap rent, free rent and outstanding tenant improvements and leasing commissions. At origination, the borrowers reserved $57,700,000 for outstanding gap rent and free rent and approximately $35,179,875 for all outstanding tenant improvements and leasing commissions. Based on the “As-Is” appraised value as of December 1, 2020 equal to $825.0 million, the Cut-off Date LTV and Maturity Date LTV are 46.1%.

(10)See “Current Mezzanine or Secured Subordinate Indebtedness” below.

(11)Based on a gross purchase price/valuation of $952.5 million, less approximately $57.3 million in outstanding gap rent and free rent and approximately $35.2 million of outstanding tenant improvement and leasing obligations credited by the Seller (as defined below) on the origination date.

 

The Loan. The 410 Tenth Avenue mortgage loan (the “410 Tenth Avenue Loan”) is part of a whole loan secured by a first mortgage lien on the borrowers’ fee interest in a 20-story, 631,944 square foot, newly renovated, Class A multi-tenant office tower located in Midtown Manhattan in New York, New York (the “410 Tenth Avenue Property”). The whole loan (the “410 Tenth Avenue Whole Loan”) has an aggregate outstanding principal balance as of the Cut-off Date of $565.0 million and is comprised of (i) a senior component, comprised of two pari passu notes (one of which evidences the 410 Tenth Avenue Loan) with an aggregate Cut-off Date principal balance of $380.0 million (the “410 Tenth Avenue Senior Notes”) and (ii) a controlling subordinate companion note with a Cutoff Date principal balance of $185.0 million (the “410 Tenth Avenue Subordinate Note”). The 410 Tenth Avenue Loan is evidenced by the non-controlling Note A-2 with an aggregate original principal balance and outstanding principal balance as of the Cut-off Date of $80.0 million. The 410 Tenth Avenue Senior Notes are senior to the 410 Tenth Avenue Subordinate Note. The relationship between the holders of the 410 Tenth Avenue Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The 410 Tenth Avenue Whole Loan” in the Preliminary Prospectus. The 410 Tenth Avenue Whole Loan is serviced pursuant to the trust and servicing agreement for the JPMCC 2021-410T transaction.

 

The 410 Tenth Avenue Whole Loan has a seven-year interest-only term through the ARD of January 1, 2028. After the ARD, through and including March 1, 2032 (the “Maturity Date”), the interest rate will be revised to the greater of (i) 4.59159%, (ii) the 7-year swap yield as of the ARD plus 3.94159%, subject to a cap equal to 7.59159% and (iii) the default rate, when applicable pursuant to the 410 Tenth Avenue Whole Loan documents. For the period from the origination date through the ARD, the 410 Tenth Avenue Senior Notes and 410 Tenth Avenue Subordinate Note accrue at the rate of 2.59159%.

 

Whole Loan Summary(1)

 

(1)The 410 Tenth Avenue Subordinate Note will be subordinate in right of payment to the 410 Tenth Avenue Senior Notes.

 

The Borrowers. The borrowers of the 410 Tenth Avenue Whole Loan are 601W Tenth Owner LLC, Tenth Owner 2 LLC, Tenth Owner 3 LLC, Tenth Owner 4 LLC (“Tenth Owner 4”), Tenth Owner 5 LLC, Tenth Owner 6 LLC and Tenth Ave 4 Lessee LLC (all of the foregoing, collectively, the “Borrowers”), each a Delaware limited liability company and single purpose entity with two independent directors in its organizational structure. 601W Tenth Owner LLC, Tenth Owner 2 LLC, Tenth Owner 3 LLC, Tenth Owner 4, Tenth Owner 5 LLC, and Tenth Owner 6 LLC own the 410 Tenth Avenue Property as tenants-in-common (“TIC”). Legal counsel to the Borrowers delivered a non-consolidation opinion in connection with the origination of the 410 Tenth Avenue Whole Loan.

 

Tenth Owner 4 and Tenth Ave 4 Lessee LLC (“Master Tenant”) are subject to a “reverse exchange” under Section 1031 of the Internal Revenue Code (the “Exchange”), pursuant to a master lease between Tenth Owner 4, as the master landlord and Master Tenant as the master tenant, for the TIC interest owned by Tenth Owner 4. Within 180 days following the origination date of the 410 Tenth Avenue Whole Loan, the Tenth Owner 4 and Master Tenant are required under the 410 Tenth Avenue Whole Loan documents to complete the Exchange, at which point the master lease will terminate and Master Tenant will no longer be a borrower under the Whole Loan. The 410 Tenth Avenue Whole Loan documents provide a non-recourse carveout for any losses associated with the breach of the Borrowers’ obligations under the 410 Tenth Avenue Whole Loan documents with respect to the Exchange.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

The Loan Sponsors. The loan sponsors and non-recourse carveout guarantors are Mark Karasick and Michael Silberberg (collectively, the “Loan Sponsor”). Mark Karasick and Michael Silberberg are senior members of 601W Companies, a New York City based private real estate acquisition, ownership, development and management company with experience in major markets throughout the United States. Over the past 25 years, 601W Companies has acquired a number of substantial and well-known commercial properties throughout the country, aggregating approximately 45 million square feet with a collective value in excess of $12.0 billion. 601W Companies’ investment profile focuses on core plus assets with an opportunity to significantly appreciate, thus yielding income growth and enhanced returns. Notable investments have included: Starrett-Lehigh Building (New York, NY), Aon Center (Chicago, IL), the Old Chicago Post Office, the Wells Fargo Center (Winston-Salem, NC), One South Broad Street (Philadelphia, PA), 111 West Jackson (Chicago, IL) and Civic Opera Building (Chicago, IL).

 

The Property. The 410 Tenth Avenue Property is a Class A, 20-story, 631,944 square foot, office tower located in Hudson Yards on 10th Avenue between 33rd and 34th Street. The 410 Tenth Avenue Property was constructed in 1927 and is newly redeveloped with approximately 96% of the work complete as of January 2021. Formerly known as the Master Printers Building, the 410 Tenth Avenue Property was acquired by SL Green Realty Corp. (the “Seller”) in 2018, who then hired the architectural firm MdeAS to complete a comprehensive, building-wide redevelopment. The redevelopment includes approximately $145.5 million of estimated capital investment, which does not include tenant improvement allowances, leasing commissions and amounts further invested by the underlying tenants. The additional cost attributable to the build-out of tenant spaces includes $57.6 million in tenant improvement allowances, plus additional tenant funded investment. The Seller reported a total cost basis of approximately $791.1 million. On October 26, 2020, the Seller entered into a sale-purchase agreement with the Borrowers; however, the Seller is responsible for the remainder of the redevelopment work which has an estimated net cost to complete of approximately $12.4 million. Since acquiring the 410 Tenth Avenue Property and launching a comprehensive redevelopment, the Seller executed long-term leases with First Republic and Amazon. The redevelopment also created new retail storefronts on 10th Avenue and 33rd Street, added modernized 10 foot tall windows, moved the lobby to 33rd Street across from the Manhattan West amenities and created a studio and multiple rooftop terraces, some of which provide uninterrupted views south of Downtown Manhattan and the New York Harbor. Tenant spaces have an industrial aesthetic with exposed columns, 13.5 foot ceiling heights, polished cement floors, restored brick and high-performance loft windows.

 

As of December 16, 2020, the 410 Tenth Avenue Property was 99.2% occupied by seven tenants comprised largely of institutional and investment grade tenancy. The 410 Tenth Avenue Property benefits from long term tenancy, with a weighted average remaining lease term as of the Cut-Off Date of approximately 16.8 years, well beyond the final maturity date of the 410 Tenth Avenue Whole Loan.

 

The seller of the 410 Tenth Avenue Property has submitted an application to the New York City Department of Finance for the Industrial & Commercial Abatement Program (the “ICAP”). The ICAP abatement for the 410 Tenth Avenue Property is expected to commence in the tax year of 2024/25 and expire in 2033/34. However, the taxes for the 410 Tenth Avenue Property were not underwritten based on the abated tax amounts.

 

The largest tenant, Amazon (NYSE: AMZN) (335,408 square feet; 53.1% of net rentable area; 53.1% of underwritten base rent), is an American multinational technology company based in Seattle that focuses on e-commerce, cloud computing, digital streaming and artificial intelligence. Amazon is known for its disruption of well-established industries through technological innovation and mass scale. Amazon is the world’s largest online marketplace, AI assistant provider and cloud computing platform as measured by revenue and market capitalization, as well as Amazon is the largest internet company by revenue in the world. Amazon is the second largest private employer in the United States. Amazon has lease expiration dates in May 2037 (300,206 square feet on floors 9 through 14 and 16 through 20) and July 2037 (35,202 square feet on floor 15). On January 22, 2021, the Borrowers provided Amazon with 60 days’ prior notice of completion for the First Tranche Floors (as defined below), as required under the related lease for commencement to occur. The Loan Sponsor anticipates that the landlord’s pre-commencement work will be substantially complete on all floors excluding the 15th floor (the “First Tranche Floors”) by March 25, 2021. If the commencement date for the First Tranche Floors has not occurred on or prior to October 1, 2021 (subject to extension by up to 60 days for casualty, condemnation and tenant delays, (the “First Tranche Outside Termination Date”)), then within 365 days following the First Tranche Outside Termination Date, Amazon may give the Borrower notice of its intention to terminate the lease. Amazon is expected to take possession of its space for floors 9 through 14 and 16 through 20 by March 25, 2021, well in advance of the First Tranche Outside Termination Date. Upon completion of pre-commencement work with respect to the related space, Amazon is expected to take possession of 15th floor by May 1, 2021. Amazon is expected to commence paying rent in June 2022 for the First Tranche Floors and in August 2022 for floor 15. At origination, approximately $57.7 million was reserved for outstanding gap rent and free rent, in excess of projected amounts based on the estimated lease commencement dates. Amazon has two, five-year renewal options upon providing 540 days written notice. Amazon does not have to renew its entire premises if the extension premises consists of directly contiguous floors commencing either at the lower or highest full floor and the expansion premises consist of at least four full floors. Amazon has a one-time termination option effective May 29, 2032 (assuming a first tranche commencement date of March 25, 2021 and a first tranche rent commencement date of May 29, 2022), subject to 600 days prior written notice and payment of a termination fee. Amazon may terminate all or a portion of its space provided a partial termination includes fully contiguous parcels commencing at the lowest or highest full floor.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

The second largest tenant, First Republic (NYSE: FRC) (211,521 square feet; 33.5% of net rentable area; 36.1% of underwritten base rent), was founded in 1985. First Republic and its subsidiaries offer private banking, private business banking and private wealth management, including investment, trust and brokerage services. First Republic specializes in delivering relationship-based service, and offers a range of products, including residential, commercial and personal loans, deposit services, and wealth management. First Republic is a constituent of the S&P 500 Index and KBW Nasdaq Bank Index. First Republic is expected to take possession of the entirety of its space by April 2021, at which point all pre-commencement and turnkey work is projected to have been completed. First Republic is expected to commence paying rent in (i) August 2021 with respect to floors 4 through 6, (ii) October 2021 with respect to floors 2 and 3, (iii) September 2021 with respect to the ground floor retail space and (iv) May 2022 with respect to the below grade space. At origination, approximately $57.7 million was reserved for outstanding gap rent and free rent, in excess of projected amounts based on the estimated lease commencement dates. First Republic has a lease expiration date in August 2036 with two, five-year renewal options upon providing 570 days’ notice. First Republic can renew (i) the entire premises, (ii) the entire premises excluding the entire retail space, the retail space on 33rd Street or 34th Street or (iii) the entire premises excluding (a) the sixth floor office space, (b) the sixth floor office space and the entire retail premises, (c) the sixth floor office space and the retail space on 33rd Street or (d) the sixth floor office space and the retail space on 34th Street. First Republic has no termination options.

 

The third largest tenant, Hudson Yards Construction LLC (70,852 square feet; 11.2% of net rentable area; 10.3% of underwritten base rent), is a subsidiary of Related Companies (“Related”), a global real estate and lifestyle company. Formed over 40 years ago, Related is a fully-integrated, diversified industry leader with experience in many aspects of development, acquisitions, management, financing, marketing and sales. Headquartered in New York City, Related has offices and major developments in Boston, Chicago, Los Angeles, San Francisco, South Florida, Washington, DC, Abu Dhabi and London, and boasts a team of approximately 4,000 professionals. With over $60 billion in assets owned or under development including the 28-acre Hudson Yards neighborhood on Manhattan’s West Side, The Grand and Related Santa Clara in California and The 78 in Chicago, Related was recently named to Fast Company Magazine’s list of the 50 Most Innovative Companies in the World. Related first leased 33,000 square feet at the 410 Tenth Avenue Property beginning in March 1987 and subsequently expanded their space by 20,917 square feet in March 2018 and 16,935 square feet in February 2020. In-place rent attributable to Related’s 8th floor leased space (33,000 square feet) is currently $41.00 per square foot, significantly below the appraisal’s concluded market rent. In this instance, contractual rent steps were underwritten through November 2025, at which point rent steps up to an amount in-line with the appraisal’s concluded market rent. Related has a lease expiration date of October 2045 with no renewal options. Related has the right to terminate its lease effective October 31, 2030, October 31, 2035 or October 31, 2040, in each case with 18 months’ prior notice.

 

COVID-19 Update. As of January 2021, the redevelopment is approximately 96% complete. In spite of the ongoing COVID-19 pandemic, all tenants, both office and retail, have reaffirmed their commitment to the space. As of February 1, 2021, the 410 Tenth Avenue Whole Loan is not subject to any modification or forbearance requests. The 410 Tenth Avenue Whole Loan is current as of the February 2021 payment date. See “Risk Factors—Special Risks—The Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Market. The 410 Tenth Avenue Property is located on the entire east block frontage of Tenth Avenue between West 33rd Street and West 34th Streets in the Penn Station office submarket of Midtown. Midtown constitutes the largest office market in Manhattan and New York City, with a total of 764 buildings, containing more than 248.4 million square feet within its nine submarkets as of the third quarter of 2020. Midtown is known for its towering office buildings, having dozens of signature buildings in the Manhattan skyline. Trophy office properties and historical landmarks can be found in nearly all nine office submarkets that comprise the Midtown office market, attracting some of the largest companies from around the globe. While the Midtown office market, along with the rest of New York City, has historically been driven by the finance, insurance and real estate sectors, the technology, advertising, media and information (“TAMI”) sectors were the biggest growth drivers of leasing activity at the end of 2019 and through the first half of 2020. Since 2010, TAMI industries have played an increasingly important role in New York City office leasing, particularly in the Midtown office market. Midtown remains the Manhattan office market with the highest concentration of financial and technology firms.

 

The 410 Tenth Avenue Property’s location provides convenient access to all three of Midtown Manhattan’s transit hubs: Penn Station (providing access to LIRR, NJ Transit and Amtrak), Grand Central Terminal (providing access to Metro-North) and Port Authority (providing access to NJ Transit bus lines). In addition, the 410 Tenth Avenue Property is near multiple New York City bus lines and subway lines. The 410 Tenth Avenue Property is also steps away from attractions such as Madison Square Garden, the Javits Convention Center, The High Line and Manhattan West. Manhattan West is Brookfield’s mega-development that stretches from 9th Avenue to 10th Avenue and 31st Street to 33rd Street, which once completed is expected to include more than 6 million square feet of custom designed class-A office space, a 164-key Pendry Hotel, 240,000 square feet of curated retail space (Whole Foods, Peloton), chef-inspired culinary options (Union Square Hospitality Group and Elemental, with more to be announced) and 844 luxury apartments. The district’s new cultural offerings include the Baryshnikov Arts Center (450 West 37th Street) and the Frank Gehry-designed Signature Theatre (MiMA, 450-460 West 42nd Street) which opened in January 2012. The Vessel is a public landmark that functions as the centerpiece of Hudson Yards’ public square. The 150-foot structure features 154 interconnecting flights of stairs and over 80 landings. The public landmark was designed to encourage socialization amongst the site’s many anticipated visitors and officially opened to the public in March of 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 Benchmark 2021-B24
 
410 Tenth Avenue

 

According to the appraisal, the Midtown West office market has 248.4 million square feet in inventory as of the third quarter of 2020 with a vacancy rate of 14.3%. The average direct asking rate for Class A office space is $91.28 per square foot. The Penn Station Class A office submarket had approximately 15.6 million square feet of inventory as of the third quarter of 2020. According to the appraisal, the Penn Station office submarket had a vacancy rate as of third quarter 2020 of 4.7% and an average asking rent of $117.17 per square foot. According to a third party report, the estimated 2020 population within a 1-, 3-, and 5-mile radius of the 410 Tenth Avenue Property is 122,787, 1,245,817, and 2,516,577, respectively. In addition, the appraisal states that the estimated 2020 average household income within a 1-, 3-, and 5-mile radius is $141,202, $140,110 and $125,824, respectively.

 

The appraisal identified 10 comparable office modified leases with rents ranging from $74.00 to $122.00 per square foot with a weighted average rent of approximately $102.53 per square foot. The following table presents certain information relating to the appraisal’s market rent conclusion for the 410 Tenth Avenue Property.

 

Summary of Appraisal’s Concluded Office and Retail Market Rent(1)(2)
  Office
 RetailFloors 2-6Floors 7-10Floors 11-12
Terrace
Floors 14-15Floors 16-17
Terrace
Floors 18-19
Terrace
Floor 20 Terrace
Market Rent$25.00-$300.00$89.00$95.00$101.00$97.00$107.00$102.00$112.00
(1)Source: Appraisal.

(2)All Market Rent figures concluded by the Appraiser are based on a lease term of 120 months on a Modified Gross basis.

 

Historical Occupancy(1)
201720182019Current(2)
N/AN/AN/A99.2%
(1)Historical occupancies are not available as the property is newly redeveloped with approximately 96% of the work complete as of January 2021.

(2)Current Occupancy is based on the December 16, 2020 rent roll.

 

 Tenant Summary(1)
TenantTenant TypeRatings
Moody’s/Fitch/S&P(2)
Net Rentable
Area (SF)(3)
% of
Total NRA
Base Rent
PSF(4)
% of Total
Base Rent(4)
Lease
Expiration
Date(5)
Amazon(6)OfficeA2 / AA- / A+335,40853.1%$93.0653.1%5/31/2037
First Republic(7)Office / RetailBaa1 / A- / A-211,52133.5   $100.3836.1%8/31/2036
Related(8)OfficeNR / NR / NR70,85211.2   $85.8510.3%10/31/2045
Rocky’s Bar & GrillRetailNR / NR / NR2,8340.4    $35.990.2 %12/31/2026
Café MamanRetailNR / NR / NR1,9550.3    $50.640.212/31/2030
 Meena Samani CorpRetailNR / NR / NR7050.1    $68.090.17/31/2023
JVMRetailNR / NR / NR2750.0    $23.010.0 1/31/2023
Total Occupied  623,55098.7%  $94.27100.0% 
Rooftop Amenity Space(9)  3,2440.5      
Vacant  5,1500.8      
Total / Wtd. Avg.  631,944100.0%     
(1)Based on the underwritten rent roll dated December 16, 2020.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Total Net Rentable Area represents the “as-leased” square footage at the 410 Tenth Avenue Property. Total measured square footage amounts to 638,797 square feet.

(4)Base Rent PSF and % of Total Base rent are inclusive of (i) contractual rent steps through August 2021 and (ii) straight-line credit for investment grade tenants taken through the ARD. With respect to the 8th floor space (33,000 square feet) leased to Related, rent steps were underwritten through November 2025, as current in-place rent of $41.00 per square feet is materially below the appraisal’s market rent conclusion of $95.00 per square foot.

(5)Lease Expiration date may vary for Amazon and First Republic based on tenant’s acceptance of space.

(6)Amazon leases (i) floors 9-14 and 16-20 (300,206 square feet) with an expected lease expiration in May 2037 (based on assumed March 2021 lease start date) and (ii) floor 15 (35,202 square feet) with an expected lease expiration in July 2037 (based on assumed May 2021 lease start date). Amazon’s lease is fully guaranteed by its parent company Amazon.com, Inc. Amazon has a one-time termination option effective May 29, 2032 (assuming a first tranche commencement date of March 25, 2021 and a first tranche rent commencement date of May 29, 2022), subject to 600 days’ prior written notice and payment of a termination fee. Amazon may terminate all or a portion of its space provided a partial termination includes fully contiguous parcels commencing at the lowest or highest full floor. On January 22, 2021, the Borrowers provided Amazon with 60 days’ prior notice of completion for the First Tranche Floors (as defined below), as required under the related lease for commencement to occur. The Loan Sponsor anticipates pre-commencement work will be substantially complete with respect to the First Tranche Floors by March 25, 2021. Amazon is expected to take possession of its space for floors 9 through 14 and 16 through 20 by March 25, 2021. Amazon is expected to take possession of the 15th floor space by May 1, 2021.

(7)First Republic leases floors 2 through 6 (189,260 square feet of office space) and the ground floor and below grade retail space (22,261 square feet). The rated First Republic parent entity is the named entity on the underlying lease.

(8)Related has the right to terminate its lease effective October 2030, October 2035 or October 2040, in each case with 18 months’ prior written notice.

(9)Roof Amenity Space has no attributable base rent.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

Lease Rollover Schedule(1)(2)(3)
YearNumber of
Leases
Expiring
Net
Rentable
Area
Expiring
% of
NRA
Expiring
Base Rent
Expiring(4)
% of Base
Rent
Expiring(4)
Cumulative
Net Rentable
Area

Expiring
Cumulative
% of NRA
Expiring
Cumulative
Base Rent
Expiring
Cumulative
% of Base
Rent
Expiring
VacantNAP5,150   0.8%NAPNAP5,1500.8%NAPNAP
MTM & 2021000.0$00.0%5,1500.8%$00.0%
2021000.000.0%5,1500.8%$00.0%
202229800.254,3270.1%6,1301.0%$54,3270.1%
2023000.000.0%6,1301.0%$54,3270.1%
2024000.000.0%6,1301.0%$54,3270.1%
202512,8340.4102,0000.2%8,9641.4%$156,3270.3%
2026000.000.0%8,9641.4%$156,3270.3%
2027000.000.0%8,9641.4%$156,3270.3%
2028000.000.0%8,9641.4%$156,3270.3%
202911,9550.399,0000.2%10,9191.7%$255,3270.4%
2030000.000.0%10,9191.7%$255,3270.4%
2032000.000.0%10,9191.7%$255,3270.4%
2033 and Thereafter(5)3621,02598.3  58,528,12299.6%631,944100.0%$58,783,449100.0%
Total7631,944100.0% $58,783,449100.0%    
(1)Based on the underwritten rent roll dated December 16, 2020.

(2)Certain tenants may have termination or contraction options (which may become exercisable prior to the originally stated expiration date of the tenant lease) that are not considered in the above Lease Rollover Schedule. See “Tenant Summary” above.

(3)Lease expiration dates are subject to change based on actual lease commencement dates for Amazon and First Republic.

(4)Base Rent Expiring and % of Base Rent Expiring is inclusive of (i) contractual rent steps through August 2021 and (ii) straight-line credit for investment grade tenants taken through the ARD. With respect to the 8th floor space (33,000 square feet) leased to Related, rent steps were underwritten through November 2025, as current in-place rents are materially below the appraisal’s market rent conclusion.

(5)2033 and Thereafter includes 3,244 square feet of rooftop amenity space with no attributable underwritten base rent.

 

Underwritten Net Cash Flow(1)(2)
 UnderwrittenPer Square
Foot
%(3)
Base Rent(4)$58,783,449$93.0291.0%
Vacant Income 1,287,5002.042.0
Gross Potential Rent$60,070,949$95.0693.0%
Total Reimbursements4,492,7097.117.0
Gross Rental Income$64,563,658$102.17100.0%
(Vacancy/Credit Loss)(1,292,539)(2.05)(2.0)
Total Other Income(4)159,8940.250.2
Effective Gross Income$63,431,013$100.3798.2%
Total Expenses14,141,03722.3822.3
Net Operating Income$49,289,976$78.0077.7%
Tenant Improvements94,7920.150.1
Leasing Commissions63,1940.100.1
Capital Expenditures126,3890.200.2
Net Cash Flow$49,005,601$77.5577.3%
(1)Based on the underwritten rent roll dated December 16, 2020.

(2)Historical financials are not available as the property is newly redeveloped with approximately 96% of the work complete as of January 2021.

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

(4)Underwritten Base Rent is inclusive of (i) contractual rent steps through August 2021 and (ii) straight-line credit for investment grade tenants taken through the ARD. With respect to the 8th floor space (33,000 square feet) leased to Related, rent steps were underwritten through November 2025, as current in-place rent of $41.00 per square feet is materially below the appraisal’s market rent conclusion of $95.00 per square foot.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

Property Management. The 410 Tenth Avenue property is managed by Jones Lang LaSalle Americas, Inc., a Maryland corporation and sub-managed by an affiliate of the Borrowers.

 

Escrows and Reserves. At loan origination, the Borrowers deposited (i) approximately $379,548 into a real estate tax reserve, (ii) $78,467 into an insurance reserve, (iii) approximately $10,647 into a replacement reserve, (iv) approximately $53,233 into a rollover reserve, (v) $57,700,000 for a gap rent and free rent reserve and (vi) approximately $35,179,875 into an outstanding TI/LC reserve primarily attributable to Amazon (approximately $33.5 million).

 

At loan origination, $57.7 million was reserved in connection with gap rent and free rent, including an approximately $5.0 million cushion to account for any increase in gap rent potentially caused by any further delay in build-out of tenant space due to the ongoing COVID-19 pandemic. Through February 2021, approximately $4.0 million has been drawn from the free rent reserve, resulting in a current reserve balance of approximately $53.7 million. Any excess amount remaining in the free rent reserve after Amazon and First Republic are in occupancy and paying rent, will be released to the Borrowers.

 

Tax Reserve – On each monthly due date, the Borrowers are required to deposit an amount equal to 1/12 of the estimated annual real estate taxes into the tax reserve account (initially estimated at $378,496 per month).

 

Insurance Reserve – On each monthly due date, the Borrowers are required to deposit into an insurance reserve an amount equal to 1/12 of estimated insurance premiums (initially estimated at $78,467 per month), unless the Borrowers maintain a blanket policy in accordance with the 410 Tenth Avenue Whole Loan documents.

 

Replacement Reserve – On each monthly due date, the Borrowers are required to deposit approximately $10,647 into a replacement reserve.

 

TI/LC Reserve – On each monthly due date, during the continuance of a Cash Sweep Event, the Borrowers are required to deposit 1/12 of $1.00 times the aggregate amount of rentable square feet at the 410 Tenth Avenue Property for base building work in connection with any lease approved by the lender, and tenant improvement and leasing commission costs, including build out costs and reasonable attorneys’ fees incurred in negotiating leases that are executed in connection with the 410 Tenth Avenue Property.

 

Lockbox / Cash Management. The 410 Tenth Avenue Whole Loan is structured with a hard lockbox and in place cash management. The Borrowers are required to direct tenants to pay rent directly into the lender-controlled lockbox account and all rents received directly by the Borrowers or the property manager are required to be deposited into the lockbox account within two business days of receipt. All funds in the lockbox account are required to be swept once every other business day to a lender-controlled cash management account to be applied in accordance with the 410 Tenth Avenue Whole Loan documents with remaining funds to be disbursed to the Borrowers. During the continuance of a Cash Sweep Event, any excess cash flow remaining after satisfaction of the waterfall items outlined in the 410 Tenth Avenue Whole Loan documents is required to be swept to a lender-controlled account to be held as additional collateral for the 410 Tenth Avenue Whole Loan, provided, that, in the event of a Major Tenant Trigger, the lender will continue to sweep excess cash into the lender-controlled account only until such time as the amounts in the excess cash reserve equals $100.00 times the aggregate number of rentable square feet demised by the applicable lease. Provided no event of default is continuing, following a Cash Sweep Event Cure, remaining funds in the excess cash flow account will be disbursed to the Borrowers.

 

A “Cash Sweep Event” means the occurrence of: (a) an event of default under the 410 Tenth Avenue Whole Loan (a “Mortgage Loan Default Trigger”), (b) any bankruptcy action of the Borrowers, (c) any bankruptcy of the property manager (a “Property Manager Trigger”), (d) the debt service coverage ratio being less than 1.65x based on a trailing three month basis (a “DSCR Trigger Event”), (e) (i) the bankruptcy or insolvency of any Major Tenant (a “Major Tenant Bankruptcy Trigger”), (ii) the failure of a Major Tenant to renew its lease prior to the date that is 12 months prior to the expiration of its lease (a “Major Tenant Renewal Trigger”) or (iii) a Major Tenant “going dark”, vacating or abandoning its premises, ceasing operations, giving notice of termination (full or partial) of its lease (except a de minimis portion of its space) or otherwise abandoning its premises or terminating its lease (a “Major Tenant Operations Trigger”, and together with a Major Tenant Bankruptcy Trigger and Major Tenant Renewal Trigger, collectively, a “Major Tenant Trigger”); provided that such Major Tenant Operations Trigger will be waived at any time prior to the date that is 24 months prior to the ARD if (x) the applicable Major Tenant is a Credit Tenant (as defined below) as of the date of determination, there is no event of default under the applicable lease and the applicable Major Tenant has not given notice of termination of its lease or otherwise terminated its lease, or (y) the applicable Major Tenant has (I) subleased the applicable portion of its space to a Credit Tenant for a term equal to the remaining lease term (or one day less than the remaining term of such lease) or (II) assigned such lease to a Credit Tenant and, in each case, (A) there is no event of default under such lease and (B) the Borrowers have provided the lender with a copy of such sublease or assignment, as applicable, (f) a mezzanine loan event of default has occurred (a “Mezzanine Loan Default Trigger”), or (g) the date that is one month prior to the ARD (the “ARD Trigger”).

 

A “Credit Tenant” means a tenant that has a long term issuer credit rating of at least “BBB-” by S&P, “Baa3” by Moody’s, “BBB-” by Fitch and its equivalent from any of the other rating agencies.

 

A “Major Tenant” means each of (a) Amazon and (b) First Republic, together with their permitted successors and/or assigns.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
410 Tenth Avenue

 

A “Cash Sweep Event Cure” means if the Cash Sweep Event is caused solely by (a) the occurrence of a DSCR Trigger Event, the achievement of a debt service coverage ratio of 1.65x or greater for two consecutive quarters based upon the trailing three month period immediately preceding the date of determination, (b) the occurrence of a Mortgage Loan Default Trigger, the acceptance by the lender of a cure of such event of default (which cure the lender is not obligated to accept and may reject or accept in its sole and absolute discretion unless otherwise required to accept by law), (c) the occurrence of a Property Manager Trigger, the Borrowers replacing the property manager with a qualified manager under a replacement management agreement within 60 days after such bankruptcy action, (d) the occurrence of a Major Tenant Trigger, (i) the Borrowers leasing all or substantially all of the space previously leased to the respective Major Tenant that is the cause of such Major Tenant Trigger to one or more replacement tenant(s) reasonably acceptable to the lender pursuant to a lease(s) reasonably acceptable to the lender, (ii) the Major Tenant that is the subject of a Major Tenant Operations Trigger, (x) has delivered notice of its intent to vacate or terminate its lease rescinds such notice in writing or (y) was dark resumes operations and, in each case, such Major Tenant is paying full unabated rent, (iii) the Major Tenant that was the subject of a Major Tenant Renewal Trigger extends its lease or (iv) the Major Tenant that was the subject of a Major Tenant Bankruptcy Trigger assumes its lease in a bankruptcy action, or (f) if the Cash Sweep Event is caused solely by a Mezzanine Loan Default Trigger, the acceptance by the mezzanine lender of a cure of such event of default under the mezzanine loan (as defined below). In no event will the Borrowers have the right to cure a Cash Sweep Event occurring by reason of a Borrower bankruptcy (other than an involuntary bankruptcy) or the ARD Trigger. A Cash Sweep Event Cure may occur no more than total of four times in the aggregate during the term of the 410 Tenth Avenue Whole Loan.

 

Current Mezzanine or Subordinate Indebtedness. Concurrently with the funding of the 410 Tenth Avenue Whole Loan, the direct and certain indirect equity owners of the Borrowers have pledged their respective direct or indirect ownership interests to secure (i) a senior mezzanine loan in the original principal amount of $20,000,000 (the “Mezzanine A Loan”) and (ii) a junior mezzanine loan in the original principal amount of $120,000,000 (the “Mezzanine B Loan” and, together with the Mezzanine A Loan, collectively, the “410 Tenth Avenue Mezzanine Loans” and, the 410 Tenth Avenue Mezzanine Loans together with the 410 Tenth Avenue Whole Loan, the “410 Tenth Avenue Total Debt”). The 410 Tenth Avenue Mezzanine Loans are coterminous with the 410 Tenth Avenue Whole Loan. Interest is payable on the Mezzanine A Loan at a fixed per annum rate equal to 4.15000%. Interest is payable on the Mezzanine B Loan at a fixed per annum rate equal to 5.02500%. The rights of the mezzanine lenders under the 410 Tenth Avenue Mezzanine Loans are further described under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. None.

 

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

48 of 166

 

 

(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.

49 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

  

 

 

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

50 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

 

 

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

51 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

 

 

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

52 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

Mortgage Loan Information Property Information
Mortgage Loan Sellers(1):CREFI/GACC Single Asset / Portfolio:Portfolio
Credit Assessments  Title:Fee
(Fitch/KBRA/S&P)(2):BBB+(sf) / AA-(sf) / NA Property Type - Subtype:Hotel – Full Service
Original Principal Balance(3):$79,985,667 Net Rentable Area (Rooms)(7):9,748
Cut-off Date Principal Balance(3):$79,985,667 Location:Las Vegas, NV
% of Pool by IPB:6.9% Year Built / Renovated(8):Various / N/A
Loan Purpose:Acquisition Occupancy/ADR/RevPAR(7):71.4% / $187.46 / $133.76
Borrowers(4):MGM Grand PropCo, LLC, Mandalay Occupancy/ADR/RevPAR Date:9/30/2020
 PropCo, LLC   Number of Tenants:N/A
Loan Sponsors(4):BREIT Operating Partnership L.P., 2017 NOI:$605,037,208
 MGM Growth Properties Operating 2018 NOI:$617,369,266
 Partnership LP 2019 NOI:$520,080,353
Interest Rate:3.55800% TTM NOI (as of 9/2020)(4):$222,041,347
Note Date:2/14/2020 UW Occupancy/ADR/RevPAR(12):92.1% / $196.52 / $180.94
Anticipated Repayment Date(5):3/5/2030 UW Revenues:$2,106,295,488
Final Maturity Date(5):3/5/2032 UW Expenses:$1,586,215,135
Interest-only Period(5):120 months UW NOI(12):$520,080,353
Original Term(5):120 months UW NCF(12):$487,305,761
Original Amortization:None Appraised Value / Per Room(9)(12):$4,600,000,000 / $471,892
Amortization Type(5):ARD-Interest Only Appraisal Date:1/10/2020
Call Protection(6):Grtr0.5%orYM(35),DeforGrtr0.5%or   
 YM(78),O(7)   
Lockbox / Cash Management:Hard / Springing   
Additional Debt(3):Yes   
Additional Debt Balance(3):$1,554,214,333 / $804,400,000 /   
 $561,400,000   
Additional Debt Type(3):Pari Passu / B Notes / C Notes   
     

 

Escrows and Reserves(10) Financial Information(12)
 InitialMonthlyInitial Cap  Senior NotesWhole Loan
Taxes:$0SpringingN/A Cut-off Date Loan / Room(3): $167,645$307,755
Insurance:$0SpringingN/A Maturity Date Loan / Room(3): $167,645$307,755
FF&E Reserves:$0SpringingN/A Cut-off Date LTV(3)(9): 35.5%65.2%
Other:$0$0N/A Maturity Date LTV(3)(9): 35.5%65.2%
     UW DSCR Master Lease Rent(4): 4.95x2.70x
     UW Debt Yield Master Lease Rent(4): 17.9%9.7%
        
        
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Senior Notes$1,634,200,000   35.4% Purchase Price$4,600,000,00099.6%
Junior Notes1,365,800,000           29.6   Closing Costs17,792,1630.4%
Sponsor Equity(11)1,617,792,163             35.0     %
Total Sources$4,617,792,163            100.0% Total Uses$4,617,792,163            100.0%
(1)The MGM Grand & Mandalay Bay Whole Loan (as defined below) was co-originated by Citi Real Estate Funding Inc. (“CREFI”), Barclays Capital Real Estate Inc. (“BCREI”), Deutsche Bank AG, acting through its New York Branch (“DBNY”) and Société Générale Financial Corporation (“SGFC”). CREFI will be contributing Note A-13-9 with an outstanding principal balance of approximately $39,985,667 and GACC will be contributing Note A-15-9 with an outstanding principal balance of approximately $40,000,000 to the Benchmark 2021-B24 mortgage trust.

(2)Fitch, KBRA and S&P have confirmed that the MGM Grand & Mandalay Bay Loan, in the context of the inclusion in the mortgage pool, has credit characteristics consistent with an investment grade obligation.
(3)The MGM Grand & Mandalay Bay Loan (as defined below) is part of the MGM Grand & Mandalay Bay Whole Loan, which is comprised of (i) 49 pari passu senior promissory notes with an aggregate Cut-off Date balance of $1,634,200,000 (the “MGM Grand & Mandalay Bay Senior Notes,” and collectively, the “MGM Grand & Mandalay Bay Senior Loan”) and (ii) 24 promissory notes with an aggregate Cut-off Date balance of $1,365,800,000 consisting of multiple subordination levels, which are subordinate to the MGM Grand & Mandalay Bay Senior Notes (the “MGM Grand & Mandalay Bay Junior Notes”). The MGM Grand Property has an allocated mortgage loan amount (“ALA”) of $1,635,000,000 and the Mandalay Bay Property has an ALA equal to $1,365,000,000.

(4)On January 14, 2020, MGM Growth Properties Operating Partnership LP (“MGP OP”), an affiliate of BREIT Operating Partnership L.P. (“BREIT OP”) and certain other parties entered into an agreement to, among other things, form a joint venture (50.1% indirectly owned by MGP OP and 49.9% indirectly owned by BREIT OP) (the “Joint Venture”) to acquire the MGM Grand & Mandalay Bay Properties (as defined below) for a purchase price of $4.60 billion ($471,892 per room). Contemporaneously with the acquisition, the MGM Grand & Mandalay Bay Borrowers (as defined below), as landlord entered into a 30-year triple-net master/operating lease (the “MGM/Mandalay Lease” or “Master Lease”) with two, 10-year renewal options with MGM Lessee II, LLC (“MGM Tenant”), a wholly owned subsidiary of MGM Resorts International (“MGM”).

 

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

53 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

For so long as the MGM/Mandalay Lease is in effect, the MGM Grand & Mandalay Bay Borrowers will be entitled only to the rent due under the MGM/Mandalay Lease and not to the underlying rent and other income from the MGM Grand & Mandalay Bay Properties. The UW DSCR Master Lease Rent and UW Debt Yield Master Lease Rent presented in the chart above are based on the initial MGM/Mandalay Lease annual rent of $292,000,000. The UW EBITDAR Debt Yield and the UW NCF DSCR for the MGM Grand & Mandalay Bay A Notes (based on the UW EBITDAR of $520.1 million and UW NCF of $487.3 million) are 31.8% and 8.27x, respectively. On May 1, 2020, MGM Resorts International reported that, as a result of the temporary closure of its domestic properties (which include the MGM Grand & Mandalay Bay Properties) following the outbreak of COVID-19, its domestic properties (which include the MGM Grand & Mandalay Bay Properties) were effectively generating no revenue, there were high levels of room and convention cancellation through the third quarter of 2020, and that, following the re-opening of its domestic properties (which include the MGM Grand & Mandalay Bay Properties), it expected weakened demand in light of consumer fears and general economic uncertainty, among other things. The September 2020 TTM financials reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020 (although operations at the MGM Grand Property remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort remained suspended through June 24, 2020 and June 30, 2020, respectively). The adjusted September 2020 TTM EBITDAR of $222.0 million takes into account an adjustment for a combined net extraordinary loss add-back of approximately $82.4 million during the September 2020 TTM period (primarily comprised of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The lender underwriting presented above is based on 2019 financials, which reflect a full year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties. Please see the “Operating History and Net Cash Flow” and “Historical Performance” tables herein, and the footnotes thereto, for more detailed underwritten cash flow information.

(5)The MGM Grand & Mandalay Bay Whole Loan is structured with an Anticipated Repayment Date (“ARD”) of March 5, 2030 and a final maturity date of March 5, 2032. After the ARD, the following structure will apply: (i) the interest rate will increase by 200 basis points over the greater of (x) 3.55800%, and (y) (1) the ARD Treasury Note Rate (as defined below) in effect on the ARD plus (2) 1.77000%, (ii) amounts in the Excess Cash Flow Reserve (as defined below) will be applied first to pay monthly additional interest amounts which, to the extent not paid (such amount not paid, together with accrued interest thereon at the Adjusted Interest Rate (as defined below), the “Accrued Interest”), will be deferred and added to the principal balance of the MGM Grand & Mandalay Bay Whole Loan, and (iii) a full cash flow sweep to the extent of remaining amounts in the Excess Cash Flow Reserve will be applied to the principal of the MGM Grand & Mandalay Bay Whole Loan. The metrics presented above are calculated based on the ARD.

(6)The defeasance lockout period will be 35 payment dates beginning with and including the first payment date of April 5, 2020. The MGM Grand & Mandalay Bay Borrowers have the option to defease the MGM Grand & Mandalay Bay Whole Loan, in whole or in part commencing on February 15, 2023. The MGM Grand & Mandalay Bay Whole Loan may be prepaid in whole or in part at any time, subject to payment of the applicable yield maintenance premium if such prepayment occurs prior to September 5, 2029 (provided no yield maintenance will be due in connection with mandatory prepayments arising out of any casualty, condemnation or in connection with a special release or a Default Release (as defined in the Preliminary Prospectus)).

(7)Net Rentable Area (Rooms) and Occupancy/ADR/RevPAR are based solely on the hotel at the MGM Grand & Mandalay Bay Properties. As of the trailing 12 months ending September 30, 2020, approximately 30.0% of revenues were generated by rooms, 22.9% of revenues were from gaming, 24.5% from food & beverage and 22.6% from other sources.

(8)The MGM Grand Property (as defined below) was built in 1993 and the Mandalay Bay Property (as defined below) was built in 1999. The MGM Grand Property has benefited from capital investment of approximately $480.0 million (approximately $96,000 per room) since 2010, $144.0 million of which was spent on a full rooms’ renovation from 2010 to 2013. Additionally, approximately $118.9 million was recently spent on an expansion and renovation of the convention center completed in December 2018, which is expected to expand the group business at the MGM Grand Property. The Mandalay Bay Property (including the Delano) underwent a substantial rooms’ renovation for approximately $159.7 million from 2012 to 2016 and, inclusive of the Four Seasons, has received a total of approximately $510.6 million (approximately $107,500 per room) of capital investment since 2010.

(9)The Appraised Value of $4,600,000,000 as of January 10, 2020, set forth above is the appraised value solely with respect to real property at the MGM Grand & Mandalay Bay Properties, excluding personal property and intangible property attributable to the MGM Grand & Mandalay Bay Properties (the “Aggregate Real Property Appraised Value”). The appraisal also includes an “As Leased-Sale-Leaseback Appraised Value,” which is equal to the Aggregate Real Property Appraised Value. The appraised value of $7,352,600,000 (“Aggregate As-Is Appraised Value”) as of January 10, 2020, includes personal property and intangible property attributable to the MGM Grand & Mandalay Bay Properties. The personal property and intangible property relating to the MGM Grand & Mandalay Bay Properties is owned by the MGM Tenant or certain sublessees at the MGM Grand & Mandalay Bay Properties that are wholly owned subsidiaries of MGM (the “MGM/Mandalay Operating Subtenants”) (as more particularly provided in the Master Lease), which granted a security interest in certain property of the MGM Tenant and the MGM/Mandalay Operating Subtenants (with certain exclusions, including an exclusion for the intellectual property of MGM Tenant as more particularly described in the Master Lease); and provided that the FF&E is only transferred to the MGM Grand & Mandalay Bay Borrowers at no cost in the event of a termination of the Master Lease due to an event of default by the MGM Tenant thereunder) in favor of the MGM Grand & Mandalay Bay Borrowers, and such security interest was collaterally assigned by the MGM Grand & Mandalay Bay Borrowers to the mortgage lender. The Cut-off Date LTV and Maturity Date LTV based on the Aggregate As-Is Appraised Value are 22.2% and 22.2%, respectively, based on the MGM Grand & Mandalay Bay Senior Loan. The Cut-off Date LTV and Maturity Date LTV based on the Aggregate As-Is Appraised Value are 40.8% and 40.8%, respectively, based on the MGM Grand & Mandalay Bay Whole Loan.

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

(11)Includes MGM’s approximately $80.0 million of retained equity interest in the MGM Grand & Mandalay Bay Properties after the sale-leaseback, by virtue of operating partnership units in MGP OP issued to MGM on the origination date of the MGM Grand & Mandalay Bay Whole Loan.

(12)All NOI, NCF and occupancy information, as well as the appraised value, were determined prior to the emergence of the novel coronavirus pandemic, and the economic disruption resulting from measures to combat the pandemic, and all DSCR, LTV and Debt Yield metrics were calculated, and the MGM Grand & Mandalay Bay Whole loan was underwritten, based on such prior information See “Risk Factors—Special Risks—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Loan. The MGM Grand & Mandalay Bay mortgage loan (the “MGM Grand & Mandalay Bay Loan”) is part of a fixed rate whole loan secured by the borrowers’ fee interest in two full service luxury resort and casinos located in Las Vegas, Nevada (the “MGM Grand Property,” and the “Mandalay Bay Property,” and collectively “The MGM Grand & Mandalay Bay Properties”). The MGM Grand & Mandalay Bay Loan is evidenced by the non-controlling Notes A-13-9 and A-15-9 with an outstanding principal balance as of the Cut-off Date of $79,985,667. The MGM Grand & Mandalay Bay Loan is part of a $3.00 billion whole loan (the MGM Grand & Mandalay Bay Whole Loan”) that is evidenced by (i) 49 MGM Grand & Mandalay Bay Senior Notes with an aggregate principal balance of $1,634,200,000 and (ii) the MGM Grand & Mandalay Bay Junior Notes comprised of 24 notes of multiple subordination levels, which are subordinate to the MGM Grand & Mandalay Bay Senior Loan with an aggregate principal balance of $1,365,800,000. Only the MGM Grand & Mandalay Bay Loan will be included in the mortgage pool for the Benchmark 2021-B24 mortgage trust. The relationship between the holders of the MGM Grand & Mandalay Bay Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The MGM Grand & Mandalay Bay Pari Passu-AB Whole Loan” in the Preliminary Prospectus. The MGM Grand & Mandalay Bay Whole Loan has a 10-year interest-only term. The MGM Grand & Mandalay Bay Whole Loan will be serviced pursuant to the trust and servicing agreement for the BX 2020-VIVA transaction.

 

The MGM Grand & Mandalay Bay Whole Loan has a 10-year interest-only term through the ARD of March 5, 2030. After the ARD, through and including March 5, 2032 (the “Maturity Date”), the following structure would apply: (i) the interest rate will increase by 200 basis points over the greater of (x) 3.55800%, and (y)(1) the ARD Treasury Note Rate in effect on the ARD (such new rate, the “Adjusted Interest

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

Rate”) plus (2) 1.77000%, (ii) amounts in the Excess Cash Flow Reserve (as defined below) will be applied first to pay monthly additional interest amounts which, to the extent not paid, will be deferred (together with interest accrued thereon at the Adjusted Interest Rate) and added to the principal balance of the MGM Grand & Mandalay Bay Whole Loan, and (iii) a full cash flow sweep to the extent of remaining amounts in the Excess Cash Flow Reserve will be applied to principal of the MGM Grand & Mandalay Bay Whole Loan. For the period from the origination date through the ARD, the MGM Grand & Mandalay Bay Senior Notes and Junior Notes accrue at the rate of 3.55800% per annum. The MGM Grand & Mandalay Bay Whole Loan proceeds along with loan sponsor equity were used to purchase the MGM Grand & Mandalay Bay Properties for $4.6 billion.

 

ARD Treasury Note Rate” means the rate of interest per annum calculated by the linear interpolation of the yields, as reported in Federal Reserve Statistical Release H.15 Selected Interest Rates under the heading “U.S. Government Securities/Treasury Constant Maturities” for the business day ending immediately prior to the ARD, of “U.S. Government Securities/Treasury Constant Maturities” with maturity dates (one longer and one shorter) most nearly approximating the Maturity Date. In the event Federal Reserve Statistical Release H.15 Selected Interest Rates is no longer published or in the event Federal Reserve Statistical Release H.15 Selected Interest Rates no longer publishes “U.S. Government Securities/Treasury Constant Maturities”, the mortgage lender will select a comparable publication to determine such “U.S. Government Securities/Treasury Constant Maturities” and the applicable ARD Treasury Note Rate. The mortgage lender’s determination of the ARD Treasury Note Rate will be final absent manifest error.

 

Whole Loan Summary
NoteOriginal
Balance
Cut-off Date
Balance
 Note HolderControlling
Piece
A-13-9, A-15-9$79,985,667$79,985,667 Benchmark 2021-B24(1)No
A-13-8, A-15-8$75,000,000$75,000,000 Benchmark 2021-B23No
A-13-7$65,000,000$65,000,000 GSMS 2020-GSA2No
A-13-6, A-15-7$75,000,000$75,000,000 Benchmark 2020-B22No
A-13-5, A-15-6$75,000,000$75,000,000 Benchmark 2020-B21No
A-13-4, A-15-4$70,000,000$70,000,000 Benchmark 2020-B20No
A-13-2, A-15-3$80,000,000$80,000,000 Benchmark 2020-B19No
A-13-1, A-15-1$65,000,000$65,000,000 Benchmark 2020-B18No
A-15-2$50,000,000$50,000,000 DBJPM 2020-C9No
A-1, A-2, A-3, A-4$670,139$670,139 BX 2020-VIVANo
A-5, A-6, A-7, A-8$794,861$794,861 BX 2020-VIV2No
A-9, A-10, A-11, A-12$1,000,000$1,000,000 BX 2020-VIV3No
A-13-3, A-14-4, A-15-5, A-16-2$550,000,000$550,000,000 BX 2020-VIV4No
A-14-1, A-16-1$69,500,000$69,500,000 BBCMS 2020-C8No
A-14-2, A-14-3$45,000,000$45,000,000 WFCM 2020-C58No
A-14-5, A-16-3$58,000,000$58,000,000 BBCMS 2021-C9No
A-14-6$72,847,000$72,847,000 Barclays Bank PLC(2)No
A-15-10$39,055,333$39,055,333 DBRI(2)No
A-16-4, A-16-5, A-16-6, A-16-7, A-16-8, A-16-9, A-16-10, A-16-11,       A-16-12$162,347,000$162,347,000 SGFC(2)No
Total Senior Notes$1,634,200,000$1,634,200,000   
B-1-A, B-2-A, B-3-A, B-4-A, B-1-B, B-2-B, B-3-B, B-4-B(4)$329,861$329,861 BX 2020-VIVANo
B-5-A, B-6-A, B-7-A, B-8-A, B-5-B, B-6-B, B-7-B, B-8-B(4)$374,355,139$374,355,139 BX 2020-VIV2No
B-9-A, B-10-A, B-11-A, B-12-A(4)$429,715,000$429,715,000 BX 2020-VIV3No
C-1, C-2, C-3, C-4(4)$561,400,000$561,400,000 BX 2020-VIVAYes(3)
Whole Loan$3,000,000,000$3,000,000,000   
(1)CREFI will be contributing Note A-13-9, which has an outstanding principal balance of approximately $39,985,667 to the Benchmark 2021-B24 mortgage trust. GACC will be contributing Note A-15-9, which has an outstanding principal balance of approximately $40,000,000 to the Benchmark 2021-B24 mortgage trust.

(2)Expected to be contributed to one or more future securitization transactions.

(3)The initial controlling note is Note C-1, so long as no related control appraisal period with respect to Note C-1 and the related pari passu C notes has occurred and is continuing. If and for so long as a control appraisal period has occurred and is continuing, then the controlling note will be as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced AB Whole Loans—The MGM Grand & Mandalay Bay Pari Passu-AB Whole Loan” in the Preliminary Prospectus.

(4)The MGM Grand & Mandalay Bay Junior Notes are subordinate to the MGM Grand & Mandalay Bay Senior Notes.

 

The Borrowers. On January 14, 2020, MGM Growth Properties Operating Partnership LP, an affiliate of BREIT Operating Partnership L.P. (the “Sponsors”, more particularly referred to as the “Loan Sponsors”), and certain other parties entered into an agreement to, among other things, form a joint venture (50.1% indirectly owned by MGP OP and 49.9% indirectly owned by BREIT OP) to acquire the MGM Grand & Mandalay Bay Properties in Las Vegas for a purchase price of $4.60 billion ($471,892 per room). The borrowers under the MGM Grand & Mandalay Bay Whole Loan are MGM Grand PropCo, LLC and Mandalay PropCo, LLC (individually, a “MGM Grand & Mandalay Bay Borrower” and, collectively, the “MGM Grand & Mandalay Bay Borrowers” or the “Borrowers”), which are subsidiaries of the Joint Venture. The MGM Grand & Mandalay Bay Borrowers are Delaware limited liability companies and single purpose entities with two independent directors. Blackstone Real Estate Income Trust, Inc. (“BREIT”) is a non-traded real estate investment trust focused on investing in commercial real estate properties diversified by sector with an emphasis on providing investors with access to Blackstone’s institutional real estate investment platform. BREIT seeks to directly own stabilized income-generating United States commercial real estate across the key property types, including multifamily, industrial, retail, hotel, healthcare and office. BREIT is managed by an external advisor, BX REIT Advisors L.L.C., which is an affiliate of The Blackstone Group Inc. (“Blackstone”). Blackstone’s real estate investor capital under management totals approximately $174.0 billion as of September 30, 2020 and includes prime assets such as the Bellagio, Cosmopolitan Las Vegas, Hotel Del Coronado, Grand Wailea, Arizona Biltmore, Ritz Carlton Kapalua, and Turtle Bay Resort.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

MGM Growth Properties LLC (“MGP”) is one of the leading publicly traded real estate investment trusts engaged in the acquisition, ownership and leasing of large-scale destination entertainment and leisure resorts. MGP currently owns a portfolio of properties, consisting of 12 premier destination resorts in Las Vegas and elsewhere across the United States, with over 27,400 rooms, as well as MGM Northfield Park in Northfield, OH, Empire Resort Casino in Yonkers, NY, and a retail and entertainment district, The Park, in Las Vegas.

 

MGP OP and BREIT OP (together, individually or collectively as the context may require, the “Guarantor”), are the non-recourse carveout guarantors on a several basis in proportion to each Guarantor’s Liability Percentage (as defined below). The Liability Percentage of each Guarantor will be automatically increased or decreased from time to time, as applicable, to the extent any direct and/or indirect equity interest in the Borrowers is transferred by one Guarantor (or its affiliates) to the other Guarantor (or its affiliates) with the transferring Guarantor’s Liability Percentage increasing by the amount of such transferred interests and the transferee Guarantor’s Liability Percentage decreasing by such amount. In no event will the Liability Percentage of the Guarantors in the aggregate be less than or greater than one hundred percent (100%). For the avoidance of doubt, transfers by a Guarantor (or its affiliates) to a third party that is not an affiliate of the other Guarantor will not result in an adjustment to the Liability Percentage of either Guarantor. For illustrative purposes, if BREIT OP transfers a twenty-five percent (25%) indirect equity interest in the Borrowers to a third party that is not an Affiliate of MGP OP and subsequently transfers a ten percent (10%) indirect equity interest in the Borrowers to MGP OP, the adjustments required to be made as a result of such transfers will be: (i) a decrease of ten percentage points to BREIT OP’s Liability Percentage and (ii) an increase of 10 percentage points to MGP OP’s Liability Percentage.

 

The Guarantor’s liability for full recourse events is capped at an amount equal to 10% of the aggregate outstanding principal balance of the MGM Grand & Mandalay Bay Whole Loan as of the date of the event. In addition, only the Borrowers are liable for breaches of environmental covenants; provided, however, that if the Borrowers fail to maintain an environmental insurance policy required under the MGM Grand & Mandalay Bay Whole Loan documents, the Guarantor is liable for losses other than (x) for any amounts in excess of the applicable coverage amounts under the environmental policy had the same been renewed, replaced or extended as required under the loan agreement and (y) for any amounts recovered under the environmental policy. In addition, recourse for transfers of the MGM Grand & Mandalay Bay Properties or controlling equity interests in the MGM Grand & Mandalay Bay Borrowers is loss recourse, rather than full recourse.

 

Liability Percentage” means, initially, (x) with respect to BREIT OP, 49.9% and (y) with respect to MGP OP, 50.1%.

 

The Properties.

 

MGM Grand (54.5% of Mortgage ALA and Master Lease Rent)

 

Built in 1993, the MGM Grand Property is a full-service luxury resort and casino property located on the Las Vegas Strip, situated between Tropicana Boulevard and Harmon Avenue. According to World Atlas, the MGM Grand Property is the third largest hotel in the world by room count. The MGM Grand Property is also a recipient of the AAA Four Diamond award. The MGM Grand Property covers approximately 101.9 acres and consists of 4,998 hotel rooms: 4,270 standard rooms, 554 suites, 88 luxury suites, 51 SKYLOFTS suites (excluding one additional office unit), 30 mansion villas (Mediterranean-themed villas targeted for high-end gamblers, celebrities and casino-invited guests on the strip) (the “Mansion Villas”) and four entourage rooms associated with the Mansion Villas. The MGM Grand Property contains approximately 177,268 square feet of casino space, featuring 1,553 slot machines and 128 gaming tables, over 748,000 square feet of meeting space, 18 restaurants, an approximately 22,858 square foot spa, four swimming pools and approximately 41,800 square feet of rentable retail space (featuring 31 retailers). The MGM Grand Property is home to Cirque du Soleil’s “Kà”, an acrobatic theater production that has been in residence at the MGM Grand Property since October 2004. The MGM Grand Property also includes the David Copperfield Theatre, Hakkasan Nightclub and the MGM Grand Garden Arena, which has a seating capacity of over 16,000 and hosts premier concerts, award shows, sporting events including championship boxing, and other special events.

 

Room sizes range from 346 square feet to 11,517 square feet and the MGM Grand Property offers one to four bedrooms. Standard room amenities include air conditioning, in-room dining service, minibar, telephone, hair dryer, in-room safe, and high-speed internet. SKYLOFTS at MGM Grand, a AAA Four-Diamond, Forbes Five Star hotel, occupies the top two floors of the main building. The hotel has 51 lofts ranging from 1,401 to 6,040 square feet per loft. SKYLOFTS is also a member of The Leading Hotels of the World. The Mansion at the MGM Grand Property contains 30 Mansion Villas ranging from 2,358 to 11,517 square feet per villa and $5,000 to $35,000 per night.

 

Since 2010, the MGM Grand Property has benefited from total capital investment of approximately $480.0 million (approximately $96,036 per room). Notable capital expenditures from this time period include an approximately $144.0 million full rooms renovation from 2010 to 2013 and a recent $118.9 million expansion and renovation of the conference center, which was completed in December 2018.

 

Mandalay Bay (45.5% of Mortgage ALA and Master Lease Rent)

 

Built in 1999, the Mandalay Bay Property is a full-service luxury resort and casino property located as the first major resort on the strip to greet visitors arriving by automobile from Southern California. The AAA Four Diamond award winning resort is a premier conference hotel in Las Vegas with approximately 2.2 million square feet of convention, ballroom and meeting space, making it the fifth single largest

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

event space in the United States. The Mandalay Bay Property is immediately across Interstate 15 from Allegiant Stadium, the new home stadium of the National Football League’s (“NFL”) Raiders, which was substantially completed on July 31, 2020 and began being utilized in September 2020. The Mandalay Bay Property covers approximately 124.1 acres and consists of 4,750 hotel rooms. Also included within the Mandalay Bay Property are: (i) the Delano, which is an all-suite hotel tower within the complex and (ii) a Four Seasons hotel, each of which has its own lobby, restaurants and pool and spa. In addition to the significant meeting space, the Mandalay Bay Property contains approximately 152,159 square feet of casino space, featuring approximately 1,232 slot machines and 71 gaming tables, 27 total restaurants, an approximately 30,000 square foot spa, ten swimming pools and approximately 54,000 square feet of rentable retail space featuring 41 retailers. The Mandalay Bay Property is also the home to Cirque du Soleil’s Michael Jackson “ONE”, which has been in residence at the Mandalay Bay Property in an approximately 1,805-seat showroom since 2013, an approximately 12,000-seat special events arena, the House of Blues (which features an arena seating up to 2,500 people) and the Shark Reef Aquarium. Additionally, the Mandalay Bay Property’s expansive pool and beach area plays host to an array of evening open air concerts during the pool season, a large wave pool, and Moorea, a European-style “ultra” beach and Daylight Beach Club.

 

Room sizes range from 400 to 5,605 square feet and the Mandalay Bay Property offers one- to four-bedroom rooms. Standard room amenities include air conditioning, in-room dining service, minibar, telephone, hair dryer, in-room safe, and high-speed internet. Floors 60–62 are designed as penthouse suites, with a penthouse lounge on level 62 for guests staying in the penthouses. Floors numbered 35–39 of the main hotel building are occupied by the five-star and AAA Four-Diamond Four Seasons Hotel Las Vegas. Located at the resort’s 43-story second tower, the Delano Las Vegas is comprised of 45 rooms and 1,072 suites. Each suite at the Delano is at least 725 square feet.

 

The Mandalay Bay Property (including the Delano) underwent a substantial rooms’ renovation of approximately $159.7 million (approximately $35,150 per room) from 2012 to 2016 and has received a total of approximately $510.6 million (approximately $107,485 per room) of capital investment since 2010.

 

Cirque du Soleil performances at the MGM Grand & Mandalay Bay Properties scheduled through December 31, 2020 were cancelled. On June 29, 2020, Cirque du Soleil Entertainment Group (“Cirque”) announced that it and certain of its affiliated companies filed for protection from creditors under the Companies’ Creditors Arrangement Act (“CCAA”) in order to restructure its capital structure, which application was granted by the court. On July 16, 2020, Cirque announced that it entered into a new “stalking horse” purchase agreement with a group of existing first lien and second lien secured lenders pursuant to which such lenders would acquire substantially all of Cirque’s assets in settlement of Cirque’s first and second lien debt. Such purchase agreement was approved by the court on July 17, 2020, and served as the new “stalking horse” bid in a SISP supervised by the court and the court-appointed monitor. As of August 18, 2020, it was reported that the lenders’ bid was the highest bid, which requires court approval to take effect. On October 20, 2020, it was further reported that the plan giving the lenders control and virtually all of the equity of Cirque was approved, and on November 24, 2020, Cirque announced the closing of the sale transaction with its secured lenders and its emergence from creditor protection under the CCAA in Canada and Chapter 15 in the United States.

 

Revenue Streams. The MGM Grand & Mandalay Bay Properties benefit from a diverse set of revenue streams with a substantial contribution from non-gaming sources (only 18.0% of combined year-end (“YE”) December 2019 revenues were derived from casinos) and offer nearly 2.8 million square feet of combined meeting and convention space.

 

As of YE December 2019, the MGM Grand Property generated 77.8% of net revenues from rooms, food and beverage, retail, entertainment and other operations. The gaming segment contributed 22.2% of net revenue (approximately $257.9 million), representing a decline from the 2018 level of 29.8% of net revenue (of approximately $365.7 million). A portion of the decline can be attributed to a renovation of the Mansion Villas in 2019, which serve as the MGM Grand Property’s main attractant to high-end gamblers. Nearly all departments at the MGM Grand Property (including rooms, F&B, retail and entertainment) experienced continued growth in the YE December 2019 period despite the decline in casino revenue.

 

The Mandalay Bay Property has a much smaller casino department as a percentage of total net revenue (12.9% as of YE December 2019) than most casinos on the Las Vegas strip. The Mandalay Bay Property revenues are primarily driven by (i) the focus on group and convention business (according to the appraisal, the Mandalay Bay Property had a 2019 penetration factor of 134.8% for group business) and (ii) the fact that two of the three room types are operated as non-casino focused third party franchises (the Delano and Four Seasons). As of YE December 2019, 64.1% of total revenues at the Mandalay Bay Property were derived from rooms’ revenue (34.1%) and food & beverage revenue (30.0%).

 

As of YE December 2019, the MGM Grand Property achieved occupancy, ADR and RevPAR of 91.4%, $190.29 and $173.85, respectively. As of YE December 2019, the Mandalay Bay Property achieved occupancy, ADR and RevPAR of 92.8%, $202.98 and $188.40, respectively.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

Historical Performance 
EBITDAR
($ Millions)(1)
20062007200820092010201120122013201420152016201720182019March 2020 TTM(1)June 2020 TTM(1)Sept. 2020 TTM(1)UW 
MGM Grand$329$396$271$214$163$149$181$236$255$281$332$345$372$283$263$220$129$283 
Mandalay Bay$282$291$251$160$125$169$147$167$176$204$237$260$246$237$224$161$93$237 
Total Collateral$611$688$522$374$288$318$327$403$431$485$569$605$617$520$487$381$222$520 
Debt Yield(2)20.4%22.9%17.4%12.5%9.6%10.6%10.9%13.4%14.4%16.2%19.0%20.2%20.6%17.3%16.2%12.7%7.4%17.3% 
Rent Coverage(3)2.1x2.4x1.8x1.3x1.0x1.1x1.1x1.4x1.5x1.7x1.9x2.1x2.1x1.8x1.7x1.3x0.8x1.8x 
                    
(1)On May 1, 2020, MGM Resorts International reported in its first quarter Form 10-Q filing that, as a result of the temporary closure of its domestic properties (which include the MGM Grand & Mandalay Bay Properties) following the outbreak of COVID-19, its domestic properties (which include the MGM Grand & Mandalay Bay Properties) were effectively generating no revenue, and there were high levels of room and convention cancellation through the third quarter of 2020. The March 2020 TTM financials presented above reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand & Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future. On November 3, 2020, MGM reported in its most recent third quarter Form 10-Q filing that throughout the second and third quarters of 2020, all of its properties reopened but are operating without certain amenities and subject to certain occupancy limitations and therefore are generating revenues that are significantly lower than historical results, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM and September 2020 TTM financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020, operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively, and the occupancy limitations imposed on the MGM Grand & Mandalay Bay Properties by the state of Nevada during the third quarter of 2020. The $487 million presented above represents the adjusted March 2020 TTM EBITDAR, which takes into account an adjustment for a combined net extraordinary loss of approximately $20.6 million during the March 2020 TTM period (reflecting primarily operating losses during closure comprised mainly of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The $381 million presented above represents the adjusted June 2020 TTM EBITDAR and the $222 million presented above represents the adjusted September 2020 TTM EBITDAR, each of which takes into account an adjustment for a combined net extraordinary loss of approximately $82.4 million during each of the respective TTM periods (reflecting primarily operating losses during closure comprised mainly of employee payroll expenses and corporate allocations and net of a combined extraordinary gain of approximately $0.7 million related to a reversal of certain accrued benefit expenses) related to the temporary closure of the MGM Grand & Mandalay Bay Properties following the outbreak of COVID-19. The Lender UW presented above is based on 2019 financials, which reflect a full year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties. Please see “Cash Flow Analysis” herein, and the footnotes thereto, for more detailed underwritten cash flow information.

(2)Debt Yield metrics presented above are based on the MGM Grand & Mandalay Bay Whole Loan Cut-off Date balance of $3.0 billion and the EBITDAR of each respective time period.

(3)Rent Coverage ratios presented above are based on the initial Master Lease Rent of $292.0 million and the EBITDAR of each respective time period.

 

Historical Performance – MGM Grand(1)
 20062007200820092010201120122013201420152016201720182019March 2020 TTM(2)June 2020 TTM(2)September 2020 TTM(2)
RevPAR$154$162$145$112$112$128$136$138$151$155$162$167$169$174$172$161$126
Net Revenue
($ bns)
$1.19$1.32$1.22$1.09$1.03$1.05$1.07$1.15$1.21$1.16$1.15$1.18$1.23$1.16$1.10$0.87$0.66
EBITDAR Margin28%30%22%20%16%14%17%21%21%24%29%29%30%24%24%25%20%
(1)Any financial information contained in this Term Sheet for the MGM Grand Property which relates to any period prior to 2015 has not been recast to reflect the adoption of ASC 606 revenue recognition under GAAP and thus, any financial information provided for periods prior to 2015 may not be comparable to periods on or after 2015 with respect to which recasting has been applied.

(2)The March 2020 TTM financials presented above reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand & Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively. The September 2020 TTM financials presented above reflect the suspension of operations at (i) the MGM Grand Property from March 17, 2020 through June 3, 2020 and (ii) The Shoppes at Mandalay Bay Place and the Mandalay Bay resort from March 17, 2020 through June 24, 2020 and June 30, 2020, respectively, and the occupancy limitations imposed on the MGM Grand & Mandalay Bay Properties by the state of Nevada during the third quarter of 2020. Upon reopening, both MGM Grand & Mandalay Bay Properties were operating with limited amenities and certain COVID-19 mitigation procedures. The lender UW presented above is based on 2019 financials, which reflect a full-year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

Historical Performance – Mandalay Bay(1)
20062007200820092010201120122013201420152016201720182019March 2020 TTM(2)June 2020
TTM(2)
September 2020 TTM(2)
RevPAR$199$213$193$142$142$160$162$164$176$177$185$186$184$188$188$186$143
Net Revenue ($ bns)$0.99$1.02$0.95$0.79$0.78$0.84$0.78$0.86$0.95$0.94$0.97$0.98$0.97$0.94$0.90$0.67$0.49
EBITDAR Margin29%28%26%20%16%20%19%19%19%22%24%27%25%25%25%24%19%
(1)Any financial information contained in this Term Sheet for the Mandalay Bay Property which relates to any period prior to 2015 has not been recast to reflect the adoption of ASC 606 revenue recognition under GAAP and thus, any financial information provided for periods prior to 2015 may not be comparable to periods on or after 2015 with respect to which recasting has been applied.

(2)The March 2020 TTM financials presented above reflect the suspension of operations at the MGM Grand & Mandalay Bay Properties from March 17, 2020 through the end of the first calendar quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand & Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The June 2020 TTM financials presented above reflect the operations at the MGM Grand Property, which remained suspended until June 4, 2020 and operations at The Shoppes at Mandalay Bay Place and the Mandalay Bay resort, which remained suspended through June 24, 2020 and June 30, 2020, respectively. The September 2020 TTM financials presented above reflect the suspension of operations at (i) the MGM Grand Property from March 17, 2020 through June 3, 2020 and (ii) The Shoppes at Mandalay Bay Place and the Mandalay Bay resort from March 17, 2020 through June 24, 2020 and June 30, 2020, respectively, and the occupancy limitations imposed on the MGM Grand & Mandalay Bay Properties by the state of Nevada during the third quarter of 2020. Upon reopening, both MGM Grand & Mandalay Bay Properties were operating with limited amenities and certain COVID-19 mitigation procedures. The Lender UW presented above is based on 2019 financials, which reflect a full-year of uninterrupted operations at the MGM Grand & Mandalay Bay Properties.

 

Master Lease.  The MGM Grand & Mandalay Bay Properties are master leased to MGM Lessee II, LLC (“MGM Tenant”), a wholly-owned subsidiary of MGM under a 30-year, triple-net master and operating lease with two, 10-year renewal options. In turn, the MGM Tenant has subleased a portion of the MGM Grand & Mandalay Bay Properties to each of MGM Grand Hotel, LLC, a Nevada limited liability company (“Grand Operating Subtenant”), Mandalay Bay, LLC, a Nevada limited liability company (“Mandalay Bay Subtenant”) and Mandalay Place, LLC, a Nevada limited liability company (“Mandalay Place Subtenant”; and, together with Grand Operating Subtenant and Mandalay Bay Subtenant, individually or collectively as the context may require, together with any person to whom all or any portion of a Property is sublet by MGM Tenant pursuant to a MGM/Mandalay Operating sublease pursuant to the express terms and conditions of the MGM/Mandalay Lease, each a “MGM/Mandalay Operating Subtenant”). Each MGM/Mandalay Operating Subtenant executed a joinder to the MGM/Mandalay Lease for the purpose of (x) agreeing to be bound by the terms and provisions of the MGM/Mandalay Lease regarding the disposition of any portion of the MGM Tenant’s Property owned by such MGM/Mandalay Operating Subtenant and (y) granting a security interest to the Borrowers in the portion of the MGM Tenant’s pledged property owned by such MGM/Mandalay Operating Subtenant and certain reserve funds under the MGM/Mandalay Lease. The MGM Tenant and each MGM/Mandalay Operating Subtenant is not a borrower or an obligor under the MGM Grand & Mandalay Bay Loan documents.

 

Under the Master Lease, the MGM Tenant is required to pay to the Borrowers an initial lease rent of $292.0 million per annum ($159.0 million allocated to the MGM Grand Property and $133.0 million allocated to the Mandalay Bay Property, the “Master Lease Rent”), subject to annual increases of (i) 2.0% in years 2 through 15 of the initial lease term, and (ii) thereafter, the greater of 2.0% or CPI (CPI capped at 3.0%) for the remainder of the initial lease term. Additionally, MGM will be required to continue to invest in the MGM Grand & Mandalay Bay Properties, with (x) a minimum aggregate capital investment requirement of 3.5% of actual net revenues every five years (the first such period beginning January 1, 2020 and expiring December 31, 2024, and the second such period beginning January 1, 2021 and expiring December 31, 2025, and each five-year period thereafter on a rolling basis) in the aggregate for the MGM Grand & Mandalay Bay Properties (such amount not to be less than 2.5% of the actual net revenue of any individual Property) (collectively, the “Required CapEx”) and (y) a monthly reserve equal to 1.5% of actual net revenues which may be used for FF&E and on qualifying capital expenditures in satisfaction of the Required CapEx spend. Upon early termination of the Master Lease due to an event of default by MGM Tenant thereunder, the FF&E will be transferred to the Borrowers at no cost.

 

Beginning with the first full calendar quarter after the origination date for the MGM Grand & Mandalay Bay Whole Loan and continuing thereafter, if either (a) (x) EBITDAR to Rent Ratio (as defined in the Master Lease) for the prior four fiscal quarters is less than 1.60x and (y) MGM’s market cap is less than $6.0 billion or (b) (x) MGM is no longer publicly traded and listed on NYSE, AMEX or NASDAQ and (y) the EBITDAR to Rent Ratio for the prior four fiscal quarters is less than 2.0x, then MGM Tenant will be required to provide one or more letters of credit or fund a cash escrow in an aggregate amount equal to the following year’s rent (taking into account the applicable escalations). Based on the adjusted September 2020 TTM EBITDAR of approximately $222.0 million and the initial Master Lease Rent of $292.0 million, the MGM Grand & Mandalay Bay Whole Loan results in a September 2020 TTM EBITDAR-to-rent coverage ratio of 0.76x.

 

No intellectual property is licensed to the Borrowers and the Borrowers have no option to purchase upon expiration of the Master Lease. Upon the expiration of the Master Lease term or earlier termination of Master Lease, MGM Tenant will be obligated to provide up to 18 months of transition services to permit the continuous and uninterrupted operation of the Property.

 

MGM (NYSE: MGM, rated Ba3/BB-/BB- by Moody’s, Fitch and S&P) guarantees to the Borrowers the payment and performance of all monetary obligations and certain other obligations of the MGM Tenant under the Master Lease. In addition to the lease guaranty, MGM (in such capacity, “Shortfall Collection Guarantor”) has executed a shortfall guaranty for the benefit of the mortgage lenders for the MGM Grand & Mandalay Bay Loan, pursuant to which MGM has guaranteed to the mortgage lenders the unpaid portion of the initial principal amount of the MGM Grand & Mandalay Bay Loan (without giving effect to any future amendments that may increase the principal 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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and all interest accrued and unpaid thereon. For the avoidance of doubt, the Shortfall Collection Guarantor does not guarantee any Accrued Interest or any additional principal as a result of any unpaid Accrued Interest after the ARD. Transfers of interests in MGM are not restricted under the MGM Grand & Mandalay Bay Loan documents and any bankruptcy or other adverse event with respect to the Shortfall Collection Guarantor does not constitute a default under the MGM Grand & Mandalay Bay Loan documents. Neither MGM nor its affiliates (including, without limitation, MGM Tenant) are considered an affiliate of the Borrowers for any purpose under the MGM Grand & Mandalay Bay Loan documents so long as such person does not control the Borrowers. There is no continuing net worth requirement with respect to MGM in connection with the shortfall guaranty. As of the origination of the MGM Grand & Mandalay Bay Loan, neither MGM nor MGM Tenant controlled the Borrowers.

 

As of December 31, 2019, MGM had a market capitalization of approximately $16.7 billion, full-year 2019 revenue of approximately $12.9 billion and consolidated, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) of approximately $3.0 billion. As of March 31, 2020, MGM reported revenue of approximately $2.3 billion for the first quarter of 2020. This represents a 29% decrease to the first quarter of 2019 which was primarily driven by MGM’s temporary suspension of its domestic and Macau casino operations related to the COVID-19 pandemic.

 

MGM had $6.0 billion of cash and cash equivalents as of March 31, 2020, which included $1.8 billion at MGP and $381 million at MGM China. In addition, on April 23, 2020, MGM commenced a private offering of $750 million in aggregate principal amount of 6.75% coupon senior notes due in 2025, which further added to MGM’s cash position.

 

As of June 30, 2020, MGM reported (i) revenue of approximately $290.0 million for the second quarter of 2020 (of which approximately $151.0 million was derived from MGM’s Las Vegas Strip resorts(1)), (ii) a total consolidated liquidity position of $8.1 billion (which includes MGM Resorts (as defined below), MGM China and MGP and is comprised of cash and cash equivalents of approximately $4.8 billion and approximately $3.3 billion available under certain revolving credit facilities) and (iii) a market capitalization of approximately $8.3 billion. According to MGM’s second quarter 2020 earnings presentation, the Adjusted Property EBITDAR margin across all reopened MGM properties on the Las Vegas Strip (during the period the properties were operating through June 30, 2020) increased by approximately 450 basis points compared to the second quarter of 2019 (calculation methodology presented below)(2).

 

“MGM Resorts” means MGM Resorts unconsolidated, which is exclusive of MGM China and MGP.

 

As of September 30, 2020, MGM reported (i) revenue of approximately $1.1 billion for the third quarter of 2020 (of which approximately $481.4 million was derived from MGM’s Las Vegas Strip resorts), (ii) a total consolidated liquidity position of $7.8 billion (which includes MGM Resorts, MGM China and MGP and is comprised of cash and cash equivalents of approximately $4.6 billion and approximately $3.2 billion available under certain revolving credit facilities), (iii) an MGM Resorts liquidity position of approximately $4.5 billion (which excludes MGP OP and MGM China) and is comprised of cash and cash equivalents of approximately $3.5 billion and approximately $922 million available under its $1.5 billion revolving facility and (iv) a market capitalization of approximately $10.7 billion. Also as of September 30, 2020, MGM reported that it had $700.0 million remaining under its previously announced agreement with MGP OP to redeem for cash up to $1.4 billion of its MGP OP units and it does not have any debt maturing prior to 2022. Based on the September 2020 TTM adjusted EBITDAR of approximately $222.0 million, the MGM Grand & Mandalay Bay Whole Loan results in an adjusted EBITDAR to Debt Service Ratio of 2.05x (which is below the DSCR Threshold (as defined below) of 2.50x). It is expected that the adjusted EBITDAR to Debt Service Coverage Ratio based on the December 2020 TTM financials (which, as of the date of this term sheet, have not been delivered to the lender) will remain below the DSCR Threshold of 2.50x and cause the commencement of a MGM Grand & Mandalay Bay Trigger Period. See “Lockbox / Cash Management” herein for more detail.

 

As of December 31, 2020, MGM reported (i) revenue of approximately $1.5 billion for the fourth quarter of 2020 (of which approximately $480 million was derived from MGM’s Las Vegas Strip resorts), (ii) a total consolidated liquidity position of approximately $8.8 billion (which includes MGM Resorts, MGM China and MGP and is comprised of cash and cash equivalents of approximately $5.1 billion and approximately $3.7 billion available under certain revolving credit facilities), (iii) an MGM Resorts liquidity position of approximately $5.6 billion (which excludes MGP and MGM China) and is comprised of cash and cash equivalents of approximately $4.1 billion and approximately $1.472 billion available under its $1.5 billion revolving facility and (iv) a market capitalization of approximately $15.6 billion. In December 2020, MGP redeemed approximately 23.5 million MGP OP units from MGM Resorts for $700.0 million which represented the remaining amount under the agreement with MGP to purchase up to $1.4 billion of the MGP OP units owned by MGM Resorts for cash. MGM’s Las Vegas Strip resorts reported adjusted property EBITDAR of approximately $54.0 million for the fourth quarter of 2020 (compared to $15.0 million in the third quarter of 2020).

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

MGM Tenant is a casino owner-operator for 29 unique hotel offerings totaling over 44,000 rooms across Las Vegas, United States regional markets and Macau. MGM Tenant has managed the MGM Grand & Mandalay Bay Properties for more than 27 and 18 years, respectively.

 

(1)Second quarter 2020 revenue of approximately $151.0 million for MGM’s Las Vegas Strip resorts reflects revenue from certain resorts which reopened during the second quarter of 2020 with limited amenities and certain COVID-19 mitigation procedures: the Bellagio (reopened on June 4, 2020), the MGM Grand (reopened on June 4, 2020), New York New York (reopened on June 4, 2020), Excalibur (reopened on June 11, 2020) and Luxor (reopened on June 25, 2020). The Mandalay Bay, ARIA, Vdara, Mirage and Park MGM resorts were not open during the second quarter of 2020.

(2)Second quarter 2020 Adjusted Property EBITDAR calculation methodology: Reflects MGM management’s estimates of operating trends for the periods in which the properties were operating (commencing on each respective properties reopening date and calculated through June 30, 2020), compared to the same periods in 2019 using monthly property level financials and internally generated daily operating reports to calculate activity for partial monthly periods, based on the days in the second quarter of 2020 that such properties were opened prior to June 30, 2020, including activity for invitation only customer events prior to reopening to the general public.

 

COVID-19 Update. According to a press release issued on March 15, 2020, MGM announced that it would suspend operations at all of its Las Vegas properties, including the MGM Grand & Mandalay Bay Properties, until further notice, effective as of March 17, 2020, and that casino operations would close on March 16, 2020, followed by hotel operations on March 17, 2020. MGM cited COVID-19 as a pandemic that had intensified in the United States, requiring major collective action to slow its progression. MGM stated that it cancelled all reservations at its Las Vegas properties prior to May 21, 2020. MGM further reported that it incurred substantial operating losses in March 2020 and did not expect to see a material improvement until more is known regarding the duration and severity of the pandemic, including when MGM’s properties can reopen to the public. On May 1, 2020, MGM reported in its first quarter Form 10-Q filing that as a result of the government-mandated closure, its domestic properties (which include the MGM Grand & Mandalay Bay Properties and several properties which are not part of the collateral for the MGM Grand & Mandalay Bay Whole Loan) were effectively generating no revenue. In addition, in its Form 10-Q filing, MGM Resorts International reported high levels of room and convention cancellation across its domestic properties through the third quarter of 2020 with some tentative re-bookings in the fourth quarter and into 2021. As of June 4, 2020, the MGM Grand was reopened, with limited amenities and certain COVID-19 mitigation procedures. MGM Resorts International reopened The Shoppes at Mandalay Bay Place on June 25, 2020 and the Mandalay Bay resort on July 1, 2020, both with limited amenities and certain COVID-19 mitigation procedures. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand & Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future. On August 28, 2020, several news outlets reported that MGM is expected to lay off approximately 18,000 furloughed workers in the United States, more than one-quarter of its pre-COVID-19 pandemic U.S. workforce, due to the continued impact of the COVID-19 pandemic on MGM’s business. However, MGM permitted certain stage shows and performances to resume at select properties (including the MGM Grand) on or about November 6, 2020. On November 3, 2020, MGM reported in its most recent third quarter Form 10-Q filing that (i) throughout the second and third quarters of 2020, all of its properties reopened but are operating without certain amenities and subject to certain occupancy limitations and therefore are generating revenues that are significantly lower than historical results and (ii) although MGM has engaged in aggressive cost reduction efforts, it still has significant fixed and variable costs, which will adversely affect its profitability, and has seen and expects to continue to see weakened demand in light of continued domestic and international travel restrictions or warnings, restrictions on amenity use (such as gaming, restaurant and pool capacity limitations), consumer fears and reduced consumer discretionary spending, general economic uncertainty and increased rates of unemployment. In MGM’s third quarter 2020 earnings call, MGM disclosed that it is evaluating plans to minimize mid-week Adjusted Property EBITDAR losses at its properties in light of its seasonal low period during the winter months, which could include reducing amenities at some of its properties and the closure of certain hotel towers. MGM Recently announced that the Mandalay Bay Property is currently accepting reservations for stays from Thursday through Sunday. After March 3, 2021, the Mandalay Bay Property will resume 24/7 hotel operations and reservations will be accepted for stays throughout the week. As of February 25, 2021, the MGM Grand & Mandalay Bay Properties continue to operate subject to the restrictions described above. The MGM Grand & Mandalay Bay Whole Loan is current through the February 2021 payment date and as of February 25, 2021, no loan modification or forbearance requests have been made. Additionally, January 2021 and February 2021 master lease payments have been made and there have been no lease modification requests. See “Risk Factors—Special Risks—Current Coronavirus Pandemic May Adversely Affect the Global Economy and the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

The Market. The MGM Grand & Mandalay Bay Properties are located on the Las Vegas Strip in the heart of Las Vegas, Nevada. Visitor volume and airport passenger traffic into the Las Vegas region have more than doubled from 1990 to 2019. In connection with the financial downturn in 2008 and 2009, the Las Vegas market generally experienced a contraction. During 2010, the market began to rebound and visitation returned to near peak levels. McCarran International Airport welcomed 51.5 million passengers in 2019 (surpassing the 2018 passenger count of approximately 49.6 million).

 

Since 2010, annual convention attendance in Las Vegas has grown by over 2 million people (4.0% CAGR). With an estimated local population of 2.3 million people as of 2019, an additional approximately 42.5 million tourists visiting the metropolitan Las Vegas area annually and recent investment in Las Vegas by major sports leagues, the amount of existing gaming activity has increased steadily since the 2009 trough. In Clark County, gaming revenue has increased approximately 17.2% through 2019 since the gaming revenue trough in 2009.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

Market Overview(1)
Category199020092010201120122013201420152016201720182019
Visitor Volume (thousands)20,95436,35137,33538,92939,72739,66841,12742,31242,93642,21442,11742,524
YoY % ChangeNAP-3.0%2.7%4.3%2.1%-0.1%3.7%2.9%1.5%-1.7%-0.2%1.0%
Clark County Gaming Revenues ($mm)$4,104$8,838$8,909$9,223$9,400$9,674$9,554$9,618$9,714$9,979$10,250$10,355
YoY % ChangeNAP-9.8%0.8%3.5%1.9%2.9%-1.2%0.7%1.0%2.7%2.7%1.0%
Hotel / Motel Rooms Inventory73,730148,941148,935150,161150,481150,593150,544149,213149,339148,896149,158149,422
YoY % ChangeNAP6.0%0.0%0.8%0.2%0.1%0.0%-0.9%0.1%-0.3%0.2%0.2%
Airport Passenger Traffic (thousands)19,09040,46939,75741,48141,66841,85742,88545,31947,36848,43049,64551,538
YoY % ChangeNAP-8.2%-1.8%4.3%0.4%0.5%2.5%5.7%4.5%2.2%2.5%3.8%
Convention Attendance (thousands)1,7424,4924,4734,8654,9445,1075,1955,8916,3116,6466,5026,649
YoY % ChangeNAP-23.9%-0.4%8.8%1.6%3.3%1.7%13.4%7.1%5.3%-2.2%2.3%
(1)Source: Las Vegas Convention and Visitors Authority.

 

The Las Vegas Strip hotel average occupancy has been approximately 90% over the last three years. The Las Vegas Strip average 2019 occupancy was 90.4% and average 2018 occupancy was 89.5%. The Las Vegas Strip average 2019 ADR of $143.31 increased 3.3% relative to the average 2018 ADR of $138.71.

 

Historical Occupancy, ADR, RevPAR – Competitive Set
 MGM Grand Resort(1)Competitive Set(2)(3)MGM Grand Penetration Factor(2)
YearOccupancyADRRevPAROccupancyADRRevPAROccupancyADRRevPAR
December 31, 201792.1%$181.76$167.3692.0%$181.95$167.10100.2%100.0%100.3%
December 31, 201892.7%$182.10$168.7693.0%$187.63$173.66100.1%  97.4%97.6%
December 31, 201991.4%$190.29$173.8594.0%$193.23$181.4198.7%  98.6%97.3%

(1)Source: Historical operating statements.

(2)Source: Appraisal.

(3)Includes: The Mirage, New York New York, Luxor, Caesars, Planet Hollywood, and Venetian/Palazzo.

 

Historical Occupancy, ADR, RevPAR – Competitive Set
 Mandalay Bay Resort(1)Competitive Set(2)(3)Mandalay Bay Penetration Factor(2)
YearOccupancyADRRevPAROccupancyADRRevPAROccupancyADRRevPAR
December 31, 201790.0%$206.28$185.5792.0%$177.98$164.0698.0%113.2%110.9%
December 31, 201890.2%$203.96$183.9693.0%$183.94$171.1397.4%109.2%106.4%
December 31, 201992.8%$202.98$188.4094.0%$190.09$178.1596.6%108.8%105.1%
(1)Source: Historical operating statements.

(2)Source: Appraisal.

(3)Includes: The Mirage, New York New York, Luxor, Caesars, Planet Hollywood, and Venetian/Palazzo.

 

Additional group business is expected to enter the market as a result of the delivery of Allegiant Stadium in August 2020 (across the street from the Mandalay Bay Property) which will serve as the home stadium for the Raiders NFL team. Non-gaming revenue in the Las Vegas market was approximately 65% of total revenue in 2019 compared to pre-recession levels of approximately 59% in 2007.

 

Each of the MGM Grand & Mandalay Bay Properties share the same competitive set. The primary competitive set for the MGM Grand & Mandalay Bay Properties consists of six hotels, which range in size from 2,024 to 7,117 rooms and collectively contain an aggregate 23,058 rooms. According to the appraisal, there are two mega resorts in the construction phase with planned delivery between 2021 and 2022. Resorts World Las Vegas is a 59-story Chinese-themed mega resort under construction at the former Stardust Resort and Casino site on the northern Las Vegas Strip with scheduled delivery by summer of 2021 according to the appraisal. The Drew is a 735-foot tall, 75% completed mega casino resort scheduled to be delivered by 2022.

 

Comparable Properties(1)
Property NameNo. of RoomsYear OpenedMeeting Space (sq. ft.)Casino Space (sq. ft.)

Estimated 

2019 Occ. 

Estimated 

2019 ADR 

Estimated 

2019 RevPAR 

MGM Grand(2)4,9981993748,325177,26891.4%$190.29$173.85
Mandalay Bay(2)4,75019992,100,000152,15992.8%$202.98$188.40
The Mirage3,0441989170,00094,00094.6%$178.00$168.39
New York New York2,024199730,50081,00095.5%$151.00$144.21
Luxor4,397199320,000120,00095.0%$119.00$113.05
Caesar’s Palace3,9761966300,000124,20093.0%$221.00$205.53
Planet Hollywood2,500200020,00064,50090.0%$185.00$166.50
Venetian/Palazzo7,1171999450,000335,87894.6%$237.00$224.20
(1)Source: Appraisal, unless otherwise indicated.

(2)Source: Underwriting and Loan Sponsor provided 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 Benchmark 2021-B24
 
MGM Grand & Mandalay Bay

 

 Operating History and Underwritten Net Cash Flow(1)
 20152016201720182019TTM(2)UnderwrittenPer Room% of Total Revenue(3)
Occupancy92.5%92.4%91.0%91.5%92.1%71.4%92.1%  
ADR$179.08$187.27$193.58$192.62$196.52$187.46$196.52  
RevPAR$165.56$172.97$176.24$176.18$180.94$133.76$180.94  
          
Hotel Revenue$576,193,751$611,611,719$621,671,255$619,356,266$635,408,160$347,024,422$635,408,160$65,18330.2%
Casino Revenue461,726,103438,253,825459,676,698492,001,712379,532,959264,556,936379,532,959$38,93418.0%
F&B Revenue578,021,518598,992,505608,876,978604,859,218629,566,379283,966,048629,566,379$64,58429.9%
Other Revenue480,778,051465,818,022471,735,234475,323,334461,787,990261,969,455461,787,990(4)$47,37321.9%
Total Revenue$2,096,719,423$2,114,676,071$2,161,960,165$2,191,540,530$2,106,295,488$1,157,516,861$2,106,295,488$216,075100.0%
Hotel Expense230,915,708235,477,994249,304,637255,303,612265,201,312$176,427,144265,201,312$27,20641.7%
Casino Expense253,918,628213,245,938229,109,011226,996,812223,320,361168,325,682223,320,361$22,90958.8%
F&B Expense428,952,166429,128,035433,970,578437,033,184449,487,794231,438,278449,487,794$46,11171.4%
Other Expense349,547,741323,328,025322,504,168316,078,620304,747,043174,051,892304,747,043$31,26366.0%
Total Departmental Expenses$1,263,334,243$1,201,179,992$1,234,888,394$1,235,412,228$1,242,756,510$750,242,996$1,242,756,510$127,48859.0%
Gross Operating Income$833,385,180$913,496,079$927,071,771$956,128,302$863,538,978$407,273,865$863,538,978$88,58641.0%
Total Undistributed Expenses(5)324,769,878321,683,055300,490,103314,251,565315,817,430236,317,563315,817,430$32,39815.0%
Gross Operating Profit$508,615,302$591,813,024$626,581,668$641,876,737$547,721,548$170,956,302$547,721,548$56,18826.0%
Taxes16,605,85316,929,58415,852,62217,309,47818,451,93119,252,70218,451,931$1,8930.9%
Insurance6,711,4716,110,0265,691,8387,197,9939,189,26412,039,6839,189,264$9430.4%
Net Extraordinary Loss Add-back0000082,377,4300$00.0%
Total Operating Expenses$1,611,421,445$1,545,902,657$1,556,922,957$1,574,171,264$1,586,215,135$935,475,514$1,586,215,135$162,72275.3%
EBITDAR$485,297,978$568,773,414$605,037,208$617,369,266$520,080,353$222,041,347(7)$520,080,353$53,35324.7%
Capital Expenditures(6)00000032,774,592$3,3621.6%
Net Cash Flow$485,297,978$568,773,414$605,037,208$617,369,266$520,080,353$222,041,347 (7)$487,305,761$49,99023.1%
           
(1)Certain items such as interest expense, interest income, depreciation, amortization, debt service payments and any other non-recurring or non-operating items were excluded from the historical presentation and are not considered for the underwritten cash flow.

(2)TTM column represents the trailing 12-month period ending September 30, 2020.

(3)% of Total Revenue for Hotel Expense, Casino Expense, F&B Expense and Other Expenses are based on their corresponding aggregate revenue line item.

(4)The most recent available breakout of the Signature Condo-Hotel revenue as a component of Other Revenue was from the November 2019 trailing 12-month period.

(5)2018 property administration expense was adjusted for the Mandalay Bay Property to exclude $21.8 million of one-time business interruption proceeds related to the October 1, 2017 shooting at a country concert in Las Vegas.

(6)Underwritten Capital Expenditures is based on the 1.5% contractual FF&E reserve based on total net revenues (excluding net revenues associated with the Signature Condo-Hotel development at the MGM Grand Property for which FF&E is not reserved under the Master Lease). With respect to the Mandalay Bay Property, 5.0% FF&E Reserve was underwritten for the revenues associated with the closing date Four Seasons Management Agreement.

(7)The TTM financials presented above reflect the suspension of operations at the Properties from March 17, 2020 through the end of the third calendar quarter of 2020. On May 1, 2020, MGM Resorts International reported in its first quarter Form 10-Q filing that, as a result of the temporary closure of its domestic properties (which include the MGM Grand & Mandalay Bay Properties) following the outbreak of COVID-19, its domestic properties (which include the MGM Grand & Mandalay Bay Properties) were effectively generating no revenue, and there were high levels of room and convention cancellation through the third quarter of 2020. On August 3, 2020, MGM reported in its second quarter Form 10-Q filing that, while throughout May, June and July 2020, it re-opened most of its properties with limited amenities and certain measures to mitigate the spread of COVID-19, such properties (which include the MGM Grand & Mandalay Bay Properties) may be subject to temporary, complete or partial shutdowns in the future. On November 3, 2020, MGM reported in its most recent third quarter Form 10-Q filing that throughout the second and third quarters of 2020, all of its properties reopened but are operating without certain amenities and subject to certain occupancy limitations and therefore are generating revenues that are significantly lower than historical results, and that it has seen and expects to continue to see weakened demand in light of consumer fears and general economic uncertainty, among other things. The September 2020 TTM financials presented above reflect the suspension of operations at (i) the MGM Grand Property from March 17, 2020 through June 3, 2020 and (ii) The Shoppes at Mandalay Bay Place and the Mandalay Bay resort from March 17, 2020 through June 24, 2020 and June 30, 2020, respectively, and the occupancy limitations imposed on the MGM Grand & Mandalay Bay Properties by the state of Nevada during the third quarter of 2020. Upon reopening, both MGM Grand & Mandalay Bay Properties were operating with limited amenities and certain COVID-19 mitigation procedures. The Lender UW presented above is based on 2019 financials, which reflect a full-year of uninterrupted operations at the MGM Grand & Mandalay Bay 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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Property Management. The MGM Grand & Mandalay Bay Properties are currently managed by the MGM Tenant and/or the applicable MGM/Mandalay Operating Subtenant, and there are no management agreements currently in effect with the Borrowers and, other than the management agreement with respect to the Four Seasons hotel and the management agreement with respect to certain signature hotel units (which, for the avoidance of doubt, are not part of the MGM Grand & Mandalay Bay Properties), for which management fees related thereto are included as part of the collateral, there are no management agreements currently in effect with respect to the MGM Grand & Mandalay Bay Properties.

 

Escrows and Reserves. At loan origination, the Borrowers were not required to deposit any upfront reserves. For so long as the MGM Grand & Mandalay Bay Properties are subject to the Master Lease, there are no ongoing reserves required under the MGM Grand & Mandalay Bay Whole Loan documents.

 

Under the Master Lease, the MGM Tenant is obligated to make monthly deposits of 1.50% of net revenues at an eligible institution to be used for FF&E and qualifying capital expenditures (the “OpCo FF&E Reserve Account”). MGM Tenant granted the Borrowers a security interest in the OpCo FF&E Reserve Account, and the Borrowers collaterally assigned the Borrowers’ security interest in the OpCo FF&E Reserve Account to the mortgage lender.

 

Tax Reserve – For so long as the MGM Grand & Mandalay Bay Properties are subject to the Master Lease, no reserves for real estate taxes are required under the MGM Grand & Mandalay Bay Whole Loan documents. If the MGM Grand & Mandalay Bay Properties are not subject to the Master Lease, solely if a MGM Grand & Mandalay Bay Trigger Period is in effect, the MGM Grand & Mandalay Bay Whole Loan documents provide for ongoing monthly reserves for real estate taxes in an amount equal to 1/12 of the real estate taxes that the lender estimates will be payable during the next 12 months at least 30 days prior to their respective due dates. Notwithstanding the foregoing, the requirement for such monthly reserves will be reduced dollar for dollar by any taxes paid or reserved for by a brand manager or casino operator pursuant to a brand management or casino management agreement relating to the MGM Grand & Mandalay Bay Properties.

 

Insurance Reserve – For so long as the MGM Grand & Mandalay Bay Properties are subject to the Master Lease, no reserves for insurance premiums are required under the MGM Grand & Mandalay Bay Whole Loan documents. If the MGM Grand & Mandalay Bay Properties are not subject to the Master Lease, solely if a MGM Grand & Mandalay Bay Trigger Period is in effect, the MGM Grand & Mandalay Bay Whole Loan documents provide for ongoing monthly reserves for insurance premiums in an amount equal to 1/12 of the insurance premiums that the lender estimates will be payable for the renewal of the insurance policies at least 30 days prior to the expiration thereof. Notwithstanding the foregoing, the requirement for such monthly reserves will be reduced dollar for dollar by any insurance premiums paid or reserved for by a brand manager or casino operator pursuant to a brand management or casino management agreement relating to the MGM Grand & Mandalay Bay Properties. In addition, such monthly reserves will not be required so long as (i) no event of default is continuing, and (ii) the insurance coverage for the MGM Grand & Mandalay Bay Properties are included in a blanket policy reasonably acceptable to the lender.

 

FF&E Reserve – For so long as the MGM Grand & Mandalay Bay Properties are not subject to the Master Lease, (i) on each payment date during a MGM Grand & Mandalay Bay Trigger Period, the Borrowers will be required to make a deposit equal to (a) 4.0% of net revenue from guest rooms and Borrower-managed food and beverage operations and (b) 0.5% of all other net revenue (other than non-recurring items), in each case for the calendar month that is two months prior to the calendar month in which the applicable deposit to the replacement reserve fund is to be made (the sum of (a) and (b), the “Replacement Reserve Monthly Deposit”), and (ii) if a MGM Grand & Mandalay Bay Trigger Period does not exist, on the first payment date of each calendar quarter, an amount equal to the lesser of (x) the Replacement Reserve Current Year Lookback Deficiency (as defined below) and (y) the Replacement Reserve Five Year Lookback Deficiency (as defined below) (the lesser of (x) and (y), the “Replacement Reserve Quarterly Deposit”), provided that for so long as any individual MGM Grand & Mandalay Bay Property is managed by (x) a brand manager pursuant to a brand management agreement and/or (y) a casino operator pursuant to a casino management agreement, the amounts required to be funded as a Replacement Reserve Monthly Deposit or a Replacement Reserve Quarterly Deposit will be reduced on a dollar-for-dollar basis by any amounts deposited into a manager account for replacements, PIP work or brand mandated work for the applicable calendar months as set forth in the annual budget and required pursuant to the terms of the brand management agreement and/or casino management agreement if the Borrowers deliver evidence reasonably satisfactory to the mortgage lender that such deposit has been made.

 

A “Replacement Reserve Current Year Lookback Deficiency” means an amount equal to (x) the aggregate amount of Replacement Reserve Monthly Deposits which would have been funded from the beginning of the then calendar year to the date of determination had a MGM Grand & Mandalay Bay Trigger Period been in effect for the entirety of such period less (y) the sum of (1) the aggregate amount expended on replacements, PIP work and brand mandated work during such calendar year to date and (2) the aggregate amount funded into the Replacement Reserve during such calendar year to date; provided that, if the foregoing calculation results in a negative number, the Replacement Reserve Current Year Lookback Deficiency will be deemed to be zero.

 

A “Replacement Reserve Five Year Lookback Deficiency” means (i) zero, with respect to any period before December 31, 2024, and (ii) from and after January 1, 2025, an amount equal to (x) 4.0% of net revenue from guest rooms and Borrower-managed food and beverage operations and 0.5% of all other net revenues (other than non-recurring items) during the Replacement Reserve Five Year Lookback Period (as defined below) less (y) the sum of (1) the aggregate amount expended on replacements, PIP Work and brand mandated work during the Replacement Reserve Five Year Lookback Period (including amounts expended by MGM Tenant pursuant to the express

 

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

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terms and conditions of the Master Lease) and (2) the aggregate amounts funded into the Replacement Reserve during such Replacement Reserve Five Year Lookback Period; provided, if the foregoing calculation results in a negative number, the Replacement Reserve Five Year Lookback Deficiency will be deemed to be zero.

 

A “Replacement Reserve Five Year Lookback Period” means each five year period (on a rolling basis) with the first period commencing on January 1, 2020 and expiring on December 31, 2024 and the second period commencing on January 1, 2021 and expiring on December 31, 2025.

 

Lockbox / Cash Management. The MGM Grand & Mandalay Bay Whole Loan is subject to a hard lockbox with springing cash management. Amounts on deposit in the lockbox account will be disbursed to the Borrower’s operating account in accordance with the clearing account agreement. After the occurrence and during the continuation of a MGM Grand & Mandalay Bay Trigger Period (as defined below), the Borrowers will establish a cash management account and, at least two times per week, the clearing account bank will sweep funds from the lockbox accounts into the cash management account in accordance with the clearing account agreement and the cash management bank will apply funds on deposit in the order of priority described in the MGM Grand & Mandalay Bay Whole Loan documents, with the remaining excess cash flow (“Excess Cash Flow Reserve”) to be held as additional collateral for the MGM Grand & Mandalay Bay Whole Loan (and, after the ARD, all amounts in the Excess Cash Flow Reserve account will be used to pay the monthly additional interest amount and applied to the principal of the MGM Grand & Mandalay Bay Whole Loan).

 

A “MGM Grand & Mandalay Bay Trigger Period” means a period (A) commencing upon the occurrence of any of the following: (i) the Debt Service Coverage Ratio (“DSCR”) falling below 2.50x (“DSCR Threshold”) for two consecutive quarters (“DSCR Trigger”), (ii) the MGM Tenant is subject to a bankruptcy action (“OpCo Bankruptcy”), (iii) an event of default under the MGM Grand & Mandalay Bay Whole Loan has occurred and is continuing (“EOD Trigger”), (iv) an OpCo Trigger Event (as defined below) or (v) the Borrowers fail to repay the MGM Grand & Mandalay Bay Whole Loan in full on or before the ARD and (B) terminating upon (i) in the event of a DSCR Trigger, either such time that the DSCR exceeds the DSCR Threshold for two consecutive quarters or the Borrowers make voluntary prepayments of the MGM Grand & Mandalay Bay Whole Loan in accordance with the terms of the MGM Grand & Mandalay Bay Whole Loan documents in amounts necessary to achieve a DSCR greater than or equal to the DSCR Threshold (without any obligation to wait two consecutive quarters), (ii) in the event of an OpCo Bankruptcy, the assumption of the Master Lease in such bankruptcy proceeding or the replacement of the MGM Tenant as provided in the MGM Grand & Mandalay Bay Whole Loan documents (or in the event the Master Lease is terminated and not replaced, the DSCR is equal to or greater than the DSCR Threshold or the Borrowers make voluntary prepayments of the MGM Grand & Mandalay Bay Whole Loan in accordance with the terms of the MGM Grand & Mandalay Bay Whole Loan documents in amounts necessary to achieve a DSCR greater than or equal to the DSCR Threshold (without any obligation to wait two consecutive quarters)), (iii) in the event of an OpCo Trigger Period, any OpCo Trigger Event Cure (as defined below) and (iv) in the event of an EOD Trigger, no other events of default exist and are continuing and the mortgage lender will have accepted a cure by the Borrowers of such event of default. For the avoidance of doubt, in no instance will a MGM Grand & Mandalay Bay Trigger Period caused by the failure of the Borrowers to repay the MGM Grand & Mandalay Bay Whole Loan in full on or before the ARD be capable of being cured or deemed to expire. The Borrowers sent a notice to the mortgage lender on February 8, 2021, which provides that the Borrowers expect that, when the mortgage lender determines the DSCR as of December 31, 2020, a MGM Grand & Mandalay Bay Trigger Period will occur under the terms of the MGM Grand & Mandalay Bay Whole Loan documents. Accordingly, the Borrowers have provided notice to the mortgage lender of their desire to elect to deliver an excess cash flow guaranty for the benefit of the mortgage lender in lieu of depositing all excess cash flow into a reserve account in accordance with the terms and conditions of the MGM Grand & Mandalay Bay Whole Loan documents. The Borrowers proposed (i) BREIT Prime Lease Holdings LLC and (ii) MGM Growth Properties Operating Partnership LP to be the guarantors under the excess cash flow guaranty.

 

An “OpCo Trigger Event” means the occurrence and continuance of all of the following conditions simultaneously: (i) an event of default under the Master Lease has occurred and is continuing; (ii) (x) the managing member of the Joint Venture is an affiliate of the Borrowers other than MGP or MGP OP that is controlled by MGP or MGP OP and (y) MGP OP is controlled by MGM and (iii) such managing member is permitted under the terms of the Joint Venture agreement to take any of the following actions without the consent of (x) BCORE Windmill Parent LLC (the member of the Joint Venture that is affiliated with BREIT OP) (a) granting any consent, approval or wavier or making any election under the Master Lease, Lease Guaranty or other related lease documents, (b) entering into any amendment, supplement or modification to the Master Lease, Lease Guaranty or other related lease documents, or (c) declaring an event of default under the Master Lease, Lease Guaranty or other related lease documents or (y) if applicable, a Qualified Transferee (as defined in the MGM Grand & Mandalay Bay Whole Loan documents) that is not an affiliate of MGM Tenant which owns a 15% or greater direct and/or indirect interest in the Borrowers.

 

A “Lease Guaranty” means that certain Guaranty of Lease Documents dated as of February 14, 2020, made by MGM in favor of the Borrowers.

 

An “OpCo Trigger Event Cure” means, as applicable, (i) the Borrowers have provided evidence to the mortgage lender of the cure of the event of default under the Master Lease, (ii) the Borrowers have waived the event of default under the Master Lease, provided that such waiver was approved by the mortgage lender, or (iii) in the event that the event of default results in the termination of the Master Lease, either (a) (I) the Borrowers and MGM Tenant have entered into a new lease on terms and conditions substantially similar to those contained in the Master Lease as of the origination of the MGM Grand & Mandalay Bay Whole Loan and (II) the Master Lease opinion delivery requirements have been satisfied, or (b) after giving effect to the termination of the Master Lease the DSCR is equal to or greater

 

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

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than 2.50x for two consecutive quarters or the Borrowers make voluntary prepayments in accordance with the terms of the MGM Grand & Mandalay Bay Whole Loan documents in an amount necessary to achieve a DSCR equal to or greater than 2.50x.

 

Current Mezzanine or Subordinate Indebtedness. In addition to the MGM Grand & Mandalay Bay Loan, the MGM Grand & Mandalay Bay Properties also secure the MGM Grand & Mandalay Bay Senior Notes not included in the Benchmark 2021-B24 mortgage trust, which have an aggregate Cut-off Date principal balance of $1,554,214,333, and the MGM Grand & Mandalay Bay Junior Notes (which have an aggregate Cut-off Date principal balance of $1,365,800,000). The MGM Grand & Mandalay Bay Senior Notes not included in the Benchmark 2021-B24 trust and the MGM Grand & Mandalay Bay Junior Notes accrue interest at the same rate as the MGM Grand & Mandalay Bay Loan. The MGM Grand & Mandalay Bay Loan is entitled to payments of interest and principal on a pro rata and pari passu basis with the MGM Grand & Mandalay Bay Senior Notes not included in the Benchmark 2021-B24 mortgage trust. The MGM Grand & Mandalay Bay Loan and the MGM Grand & Mandalay Bay Senior Notes not included in the Benchmark 2021-B24 mortgage trust are generally senior to the MGM Grand & Mandalay Bay Junior Notes.

 

Future Mezzanine or Subordinate Indebtedness Permitted. The MGM Grand & Mandalay Bay Borrowers have a one-time right to borrow a mezzanine loan subordinate to the MGM Grand & Mandalay Bay Whole Loan (“Mezzanine Loan”), subject to credit and legal criteria specified in the MGM Grand & Mandalay Bay Whole Loan documents, including, without limitation: (i) a combined maximum loan to value ratio (based on appraisals ordered by the lender in connection with the closing of the Mezzanine Loan and calculated based on the outstanding principal balance of the MGM Grand & Mandalay Bay Whole Loan and the initial principal amount of the Mezzanine Loan) of 67.0%, (ii) a debt service coverage ratio at the closing of the Mezzanine Loan at least equal to 4.81x, in each case, inclusive of the additional mezzanine debt and (iii) an intercreditor agreement reasonably satisfactory to the lender. The lender’s receipt of a rating agency confirmation will not be required in connection with the Mezzanine Loan.

 

Notwithstanding the foregoing, (1) during a MGM Grand & Mandalay Bay Trigger Period (and for so long as no event of default has occurred and is continuing), in the event that the Mezzanine Loan (or any portion thereof) is directly or indirectly or beneficially owned by the MGM Grand & Mandalay Bay Borrowers, mezzanine borrower or a “broad affiliate” (as defined in the MGM Grand & Mandalay Whole Loan documents) of the Borrowers or mezzanine borrower (“Affiliated Mezzanine Lender”), in no instance will the Affiliated Mezzanine Lender be permitted to receive late charges, principal (other than the pro rata prepayment of the Mezzanine Loan upon the release of an individual Property or prepayment of the MGM Grand & Mandalay Bay Whole Loan in accordance with the terms and conditions of the MGM Grand & Mandalay Bay Whole Loan documents and the Mezzanine Loan documents) or interest at the default rate, even if an event of default has occurred and is continuing under the Mezzanine Loan and such Affiliated Mezzanine Lender will only be permitted to receive interest at the non-default rate on a monthly basis, (2) during a MGM Grand & Mandalay Bay Trigger Period (and for so long as no event of default has occurred and is continuing under the MGM Grand & Mandalay Bay Whole Loan documents), for so long as the whole Mezzanine Loan is not directly or indirectly or beneficially owned by an Affiliated Mezzanine Lender, the mezzanine lender will receive on a monthly basis interest at the non-default rate and, if an event of default has occurred and is continuing under the Mezzanine Loan, funds sufficient to pay any other amounts then due under the Mezzanine Loan and the Mezzanine Loan documents (other than the payment of the outstanding principal amount of the Mezzanine Loan on the maturity date of the Mezzanine Loan whether on the scheduled date for such payment or earlier due to an acceleration of the Mezzanine Loan) and (3) after the ARD, in no instance will any mezzanine lender be permitted to receive any payments whatsoever.

 

Partial Release. So long as no event of default has occurred and is continuing (other than as set forth below), the Borrowers may at any time release an individual MGM Grand & Mandalay Bay Property from the MGM Grand & Mandalay Bay Whole Loan by prepaying the applicable Release Percentage (as defined below) of the ALA of the subject individual property (including any yield maintenance premium, if required), and subject to the terms and conditions in the MGM Grand & Mandalay Bay Whole Loan documents, including, without limitation: (i) the DSCR after giving effect to such release is at least equal to 4.81x; (ii) continued compliance with the single purpose entity requirements contained in the MGM Grand & Mandalay Bay Whole Loan documents; (iii) payment to an agent or servicer of the then current and customary fee by such persons for such releases in an amount not to exceed $2,000.00 and any reasonable legal fees or other out-of-pocket costs incurred by the lender to effect the release and any applicable prepayment premiums (provided the legal fees may not exceed $10,000.00); (iv) payment of all recording charges, filing fees, taxes or other similar expenses payable in connection therewith; (v) compliance with applicable REMIC requirements relating to the REMIC 125% LTV test for release which may be satisfied by delivery of any of the following if permitted by REMIC requirements: an existing or updated appraisal, a broker’s price opinion or other written determination of value using a commercially reasonable valuation method, in each case satisfactory to the lender, but will be based solely on the value of real property and will exclude personal property and going-concern value; and (vi) if the property is subject to the Master Lease, the Borrowers removing the released individual property from the Master Lease and entering into a new triple-net lease with respect to the remaining individual property on substantially the same terms as the Master Lease (collectively, the “Release Conditions”).

 

A “Release Percentage” means, with respect to any individual MGM Grand & Mandalay Bay Property, 105.0% until such time as the outstanding principal balance of the MGM Grand & Mandalay Bay Whole Loan is reduced to $2,250,000,000 (the “Release Percentage Threshold”), and 110.0% thereafter. In calculating the Release Amount for an individual Property, the Release Percentage may initially be one hundred and five percent (105%) until the application of a portion of such prepayment would reach the Release Percentage Threshold and with respect to any remaining prepayment for such individual Property, the Release Percentage would be one hundred and ten percent (110%).

 

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

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Notwithstanding the foregoing, in the event that the DSCR following the release would not satisfy the DSCR requirement in clause (i) of the Release Conditions, and such release is in connection with an arms’ length transaction with an unrelated third party, the Borrowers will be permitted to release the subject property and the amount that will be required to be prepaid (or defeased) in connection with such Release will equal the greater of (I) the Release Percentage of the ALA for such individual property, together with, to the extent the release does not occur in connection with a partial defeasance, any yield maintenance premium required (if any) and (II) the lesser of (x) one hundred percent (100.0%) of the net sales proceeds for the sale of such individual property (net of reasonable and customary closing costs associated with the sale of such individual property) and (y) an amount necessary to, after giving effect to such release of the individual property, achieve the DSCR requirement in the preceding paragraph.

 

The Borrowers may release any defaulting individual property, without the payment of any yield maintenance premium, in order to cure a default or an event of default related to such individual property, subject to the satisfaction of other terms and conditions in the MGM Grand & Mandalay Bay Whole Loan documents (including, without limitation, Release Conditions (other than clause (i)) (“Default Release”). In addition, the Borrowers may release an individual property (including to an affiliate) if the estimated net proceeds following any casualty or condemnation at such individual Property will be equal to or greater than (x) 25.0% of its ALA, or (y) 5.0% of its ALA (subject to the satisfaction of other terms and conditions in the MGM Grand & Mandalay Bay Whole Loan documents) upon satisfaction of clauses (iii), (iv) and (v) of the Release Conditions above and prepayment of the MGM Grand & Mandalay Bay Whole Loan in an amount equal to the net proceeds (up to an amount equal to the Release Percentage) for such individual property (“Special Release”).

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

 

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:GSMC Single Asset / Portfolio:Single Asset
Original Principal Balance(1):$75,000,000 Title:Fee
Cut-off Date Principal Balance(1):$75,000,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:6.5% Net Rentable Area (SF):448,885
Loan Purpose:Acquisition Location:West Palm Beach, FL
Borrower:777 South Flagler Associates Year Built / Renovated:1985, 1988 / 2018-2020
 LLC Occupancy:90.5%
Loan Sponsor:The Related Companies, Inc. Occupancy Date:12/1/2020
Interest Rate:3.340025% Number of Tenants:31
Note Date:1/15/2021 2017 NOI:$14,626,020
Maturity Date:2/6/2031 2018 NOI:$16,173,983  
Interest-only Period:120 months 2019 NOI:$15,603,469
Original Term:120 months TTM NOI (as of 11/2020):$17,417,607
Original Amortization:None UW Economic Occupancy(6):92.5%
Amortization Type:Interest Only UW Revenues:$28,497,504
Call Protection(2):L(25),Def(90),O(5) UW Expenses:$9,339,815
Lockbox / Cash Management:Hard / Springing UW NOI(6):$19,157,689
Additional Debt(1)(3):Yes UW NCF(6):$18,665,904
Additional Debt Balance(1)(3):$123,520,000 / $30,540,000 Appraised Value / Per SF(6)(7):$289,000,000 / $644
Additional Debt Type(1)(3):Pari Passu / Mezzanine Loan   Appraisal Date:12/15/2020
     
     
     

 

Escrows and Reserves(4) Financial Information(1)(6)
 InitialMonthlyInitial Cap  Whole LoanTotal Debt
Taxes: $0SpringingN/A Cut-off Date Loan / SF:$442      $510
Insurance:$0SpringingN/A Maturity Date Loan / SF:$442      $510
Replacement Reserves:$0$0N/A Cut-off Date LTV(7):68.7%      79.3%
TI/LC:$6,650,000Springing$6,650,000 Maturity Date LTV(7):68.7%      79.3%
Other(5):$2,325,042$0N/A UW NCF DSCR:2.78x      2.10x
     UW NOI Debt Yield:9.7%     8.4%
       
 
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan$198,520,00068.1% Purchase Price$281,850,00096.6%
Mezzanine Loan30,540,00010.5% Upfront Reserves8,975,0423.1%
Principal’s New Cash Contribution62,659,81421.5% Closing Costs894,7720.3%
       
       
Total Sources$291,719,814100.0% Total Uses$291,719,814100.0%
(1)The Phillips Point Loan (as defined below) is part of a whole loan evidenced by four pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $198.52 million. The Financial Information presented in the chart above reflects the Cut-off Date Balance of the $198.52 million Phillips Point Whole Loan (as defined below). For additional information, see “The Loan” herein.

(2)The defeasance lockout period will be at least 25 payment dates beginning from the origination date. Defeasance of the Phillips Point Whole Loan is permitted at any time on or after the first payment date following the earlier to occur of (i) January 15, 2024 and (ii) two years from the closing date of the securitization that includes the last note to be securitized. The assumed defeasance lockout period of 25 months is based on the expected closing date of the Benchmark 2021-B24 securitization in March 2021. The actual defeasance lockout period may be longer.

(3)See “Current Mezzanine or Subordinate Indebtedness” below.

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

(5)Other Initial reserve consists of immediate repair escrows of $768,881.30 and unfunded obligations of $1,556,161.06.

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

(7)According to the appraisal, the Phillips Point Property (as defined below) had a “Hypothetical As-Is” appraised value of $289,000,000 as of December 15, 2020, which included the hypothetical that an additional $6.65 million would be reserved by the borrower for future tenant improvement allowances and leasing commissions which amount was held back at origination. Based on the “as-is” appraised value of $282,000,000 as of December 15, 2020, the Cut-off Date LTV and Maturity Date LTV are both 70.4%.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

The Loan. The Phillips Point mortgage loan (the “Phillips Point Loan”) is part of a whole loan consisting of four pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $198.52 million (the “Phillips Point Whole Loan”), which is secured by the borrower’s fee simple interest in an office property located in West Palm Beach, Florida (the “Phillips Point Property”). The non-controlling notes A-2 and A-4, with an aggregate outstanding principal balance as of the Cut-off Date of $75.0 million, will be included in the Benchmark 2021-B24 trust; the Phillips Point Whole Loan is serviced under the pooling and servicing agreement for the Benchmark 2021-B23 securitization. The remaining notes have been, or are expected to be, contributed to one or more future securitization trusts. The Phillips Point Whole Loan, which accrues interest at an interest rate of 3.340025% per annum, was originated by Goldman Sachs Bank USA on January 15, 2021, had an aggregate original principal balance of $198.52 million and has an aggregate outstanding principal balance as of the Cut-off Date of $198.52 million. The proceeds of the Phillips Point Whole Loan were primarily used to purchase the Phillips Point Property, pay origination costs, and fund upfront reserves. The relationship between the holders of the Phillips Point Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Phillips Point Whole Loan had an initial term of 120 months and has a remaining term of 119 months as of the Cut-off Date. The Phillips Point Whole Loan requires monthly payments of interest only for the entire duration of the loan. The scheduled maturity date of the Phillips Point Whole Loan is the payment date in February 2031.

 

Whole Loan Summary
NoteOriginal BalanceCut-off Date Balance Note HolderControlling Piece
A-1$75,000,000$75,000,000 Benchmark 2021-B23Yes
A-2$50,000,000$50,000,000 Benchmark 2021-B24 No
A-3$48,520,000$48,520,000 GSBI(1)No
A-4$25,000,000$25,000,000   Benchmark 2021-B24No
Whole Loan$198,520,000$198,520,000   
(1)Expected to be contributed to one or more future securitizations.

 

The Borrower. The borrower is 777 South Flagler Associates LLC, a Delaware limited liability company. The borrower is structured to be a single purpose bankruptcy-remote entity, having an independent director in its organizational structure. Legal counsel delivered to the borrower a non-consolidation opinion in connection with the origination of the Phillips Point Whole Loan.

 

The Loan Sponsor. The loan sponsor is a principal of The Related Companies, Inc. (“Related”) and the non-recourse carveout guarantor is The Related Companies, Inc., (“Guarantor”) which is wholly owned, directly and indirectly, by a principal of the borrower. Related is an American privately owned real estate firm based in New York City with offices and major developments in Boston, Chicago, Los Angeles, Las Vegas, Miami / West Palm Beach, San Francisco, Abu Dhabi and London. Related manages a $60 billion real estate portfolio of assets owned or under development across 78,500 residential units and 30 million square feet of commercial space. Related is currently developing 360 Rosemary (approximately two miles from the Phillips Point Property) and is planning to develop One Flagler (less than one mile from the Phillips Point Property) office complexes, further highlighting the principal’s commitment to the area.

 

The Property. The Phillips Point Property is a 448,885 square foot office property located in West Palm Beach, Florida. The Phillips Point Property consists of an east and west tower that are 13 and 19 stories tall, respectively. The east tower includes ground floor retail tenants as well as parking garages. The Phillips Point Property was built on a 4.28-acre site in phases in 1985 and 1988 and was renovated throughout 2018 to 2020 with $15.2 million of the seller’s capital. These renovations include $4.7 million of lobby renovations in 2020, $1.7 million of elevator modernization in 2018, a $1.5 million plaza renovation in 2020, and a $1.4 million west garage façade renovation in 2018. Based on the underwritten rent roll dated December 1, 2020, the Phillips Point Property is currently 90.5% leased.

 

The largest tenant, Gunster, Yoakley, Valdes-Fauli (“Gunster”) (50,800 square feet; 11.3% of net rentable area; 10.7% of underwritten base rent) is a corporate law firm that was founded in West Palm Beach in 1925. Today, Gunster employs over 400 lawyers across 11 cities in Florida. Gunster’s services encompass real estate, government affairs, healthcare, international affairs, and technology law. Gunster’s lease began in October 1983 and expires in August 2024. The lease includes one, five-year extension option and two termination options effective December 31, 2021 and December 31, 2022.

 

The second largest tenant, Akerman, Senterfitt & Eidson (“Akerman”) (48,678 square feet; 10.8% of net rentable area; 11.1% of underwritten base rent) is a global law firm comprised of more than 700 lawyers and staff across 25 offices that focuses on middle market M&A and complex disputes in the financial services, real estate, energy and international sectors. Akerman’s lease began in September 2014 and expires in September 2028. The lease includes two, five-year extension options and two, one-time rights to reduce its premises and/or terminate its lease with respect to its entire premises effective October 31, 2023 or April 30, 2026, with nine months’ prior notice and payment of a reduction or termination fee.

 

The third largest tenant, Affiliated Managers Group (“AMG”) (38,499 square feet; 8.6% of net rentable area; 10.4% of underwritten base rent) is a global asset management company with $638 billion assets under management. AMG is a top 10 publicly traded manager who partners with global investment firms in order to offer over 500 financial products. AMG is a global firm with 41% of its clients residing outside of the United States and offices in London, Dubai, Hong Kong, Tokyo, and Sydney. AMG’s lease began in June 2007 and expires in March 2026. The lease includes two, five-year extension options and no termination options.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

COVID-19 Update. As of February 22, 2021 the Phillips Point Property is open with tenants working remotely. Approximately 100% of tenants by square feet and underwritten base rent made their December 2020 rent payments and approximately 100% of tenants by square feet and underwritten base rent made their January 2021 rent payments. As of February 22, 2021, the Phillips Point Whole Loan is not subject to any modification or forbearance requests.

 

The Market. The Phillips Point Property is located in West Palm Beach, Florida. According to the appraisal, the Phillips Point Property is located within the West Palm Beach CBD submarket. The Phillips Point Property is considered a Class A office building.

 

The West Palm Beach CBD submarket contains 3,500,299 square feet of office inventory. In the third quarter of 2020, the overall Palm Beach County market had asking rents of $37.99, which remained in-line with the prior year’s asking rents. According to the appraisal, occupancy rates in the Palm Beach County market have remained relatively stable over the past year. In the third quarter of 2020, approximately 84% of all office space was occupied, which is the same occupancy rate as 2019.

 

Competitive Set(1)

Property Name

City / State

Building SF

NOI/SF

Year Built / Renovated

Occupancy 

Phillips PointWest Palm Beach, FL448,885(2)$42.68(2)1985, 1988 / 2018-202090.5%(2)
Brickell City Centre Two & ThreeMiami, FL263,384$29.092016 / NAP99.0%
800 BrickellMiami, FL209,122$22.021981 / 201274.0%
Brickell Citi TowerMiami, FL290,840$19.121985 / 201581.0%
Sabadell Financial CenterMiami, FL522,892$24.822000 / NAP85.0%
555 Washington AvenueMiami Beach, FL63,166$29.362001 / NAP72.0%
      
(1)Source: Appraisal.

(2)Based on the underwritten rent roll dated as of December 1, 2020.

 

Historical and Current Occupancy
2017(1)2018(1)2019(1)Current(2)
86.2%92.1%91.6%90.5%
(1)Historical Occupancies are as of December 31 of each respective year.

(2)Current Occupancy is based on the underwritten rent roll dated December 1, 2020.

 

Tenant Summary(1)
Tenant Ratings
Moody’s/Fitch/S&P(2)
Net Rentable Area
(SF)
% of
Total NRA
Base Rent
PSF
% of Total
Base Rent
Lease
Expiration Date
Gunster, Yoakley, Valdes-Fauli NR / NR / NR50,800         11.3%$36.37  10.7%%8/31/2024
Akerman, Senterfitt & Eidson(3) NR / NR / NR48,67810.8$39.4211.1     9/30/2028
Affiliated Managers Group(4) A3 / NR / BBB+38,4998.6%$46.7410.4%3/31/2026
Greenberg Traurig(5) NR / NR / NR30,2546.7%$46.518.2%11/30/2027
Morgan Stanley A2 / A / BBB+26,4635.9%$35.675.5%10/31/2024
Holland & Knight NR / NR / NR17,4673.9%$51.505.2%6/30/2025
Fox Rothschild NR / NR / NR16,6793.7%$47.834.6%11/30/2027
Regus (RGN-WPB)(6) NR / NR / NR16,1543.6%$45.904.3%4/30/2023
Reyes Holdings NR / NR / NR16,1033.6%$40.603.8%6/30/2025
Goodrich Corporation (UTC) NR / NR / NR14,5163.2%$53.044.5%1/31/2022
Total  275,61361.4%$42.7468.4% 
Other Occupied  130,82429.1%$41.6931.6% 
Total Occupied  406,43790.5%$42.40100.0% 
Vacant  42,4489.5%   
Total  448,885100.0%   
(1)Based on the underwritten rent roll dated December 1, 2020 and adjusted for the Regus (RGN-WPB) tenant’s bankruptcy.

(2)In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)Akerman has two, one-time rights to reduce its premises and/or terminate its lease with respect to its entire premises effective October 31, 2023 or April 30, 2026, with nine months’ prior notice and payment of a reduction or termination fee.

(4)AMG has executed a lease and is currently paying rent on 15,176 square feet of space, but does not occupy the space. We cannot assure you that AMG will take occupancy as expected or at all.

(5)Greenberg Traurig subleases 2,796 square feet to Frankel Loughran Starr & Vallone on a 24-month term through May 2021 at $34.00 per square foot. Greenberg Traurig has an option to extend the term for one period of 10 years.

(6)Regus (RGN-WPB)’s parent company and certain affiliates have filed for bankruptcy, but Regus (RGN-WPB) is currently in-place and paying rent. We cannot assure you that Regus (RGN-WPB) will remain open or continue paying rent.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

Lease Rollover Schedule(1)(2)
YearNumber of Leases ExpiringNet
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
VacantNAP42,4489.5%NAPNAP42,4489.5%NAPNAP
MTM & 202125,8661.3$189,8721.1%48,31410.8%$189,8721.1%
2022323,1035.11,048,1956.171,41715.9%$1,238,0677.2%
2023(3)116,1543.6741,4694.387,57119.5%$1,979,53611.5%
2024588,50319.73,282,03719.0176,07439.2%$5,261,57330.5%
2025972,11016.13,193,97118.5248,18455.3%$8,455,54449.1%
2026966,66514.92,968,08017.2314,84970.1%$11,423,62466.3%
2027558,89513.12,688,26915.6373,74483.3%$14,111,89281.9%
2028461,43713.72,518,44014.6435,18196.9%$16,630,33296.5%
2029000.000.0435,18196.9%$16,630,33296.5%
2030000.000.0435,18196.9%$16,630,33296.5%
2031(4)14,5711.0198,8391.2439,75298.0%$16,829,17097.6%
2032 and Thereafter19,1332.0405,1612.4448,885100.0%$17,234,331100.0%
Total40448,885100.0%$17,234,331100.0%    
(1)Certain tenants may have termination or contraction options that may become exercisable prior to the originally stated expiration date of the tenant lease that are not considered in this rollover schedule.

(2)Based on the underwritten rent roll schedule dated December 1, 2020.

(3)Includes one tenant, Regus (RGN-WPB) (16,154 square feet), whose parent company and certain affiliates have filed for bankruptcy, but is currently in-place and paying rent. We cannot assure you that Regus (RGN-WPB) will remain open or continue paying rent.
 (4)Includes one tenant, Citizens Bank (4,571 square feet), who has executed a lease but has not yet taken occupancy or begun paying rent. Citizens Bank is currently building out its space and is in a free rent period. Citizens Bank is expected to take occupancy in March 2021 and begin paying rent in June 2021. We cannot assure you that Citizens Bank will take occupancy or begin paying rent as anticipated or at all.

 

Operating History and Underwritten Net Cash Flow
 

2017 

20182019TTM 11/30/2020Underwritten(1)Per Square Foot%(2)
Base Rent(3)$13,421,420$14,486,971$15,138,988$15,756,027$17,234,331$38.3955.9%
Vacant Income00002,309,6805.157.5%
Gross Potential Rent$13,421,420$14,486,971$15,138,988$15,756,027$19,544,011$43.5463.4%
Total Reimbursements8,124,0198,722,6979,177,4549,017,6579,078,86920.2329.5%
Total Other Income1,864,5791,982,1061,832,3321,672,5142,184,3044.877.1%
Net Rental Income$23,410,018$25,191,774$26,148,774$26,446,198$30,807,184$68.63100.0%
(Vacancy/Credit Loss)00(1,124,288)(1,850)(2,309,680)(5.15)(7.5)%
Effective Gross Income$23,410,018$25,191,774$25,024,486$26,444,348$28,497,504$63.4992.5%
Total Expenses$8,783,998$9,017,791$9,421,017$9,026,741$9,339,815$20.8132.8%
Net Operating Income$14,626,020$16,173,983$15,603,469$17,417,607$19,157,689$42.6867.2%
Total TI/LC, RR0000491,7851.101.7%
Net Cash Flow$14,626,020$16,173,983$15,603,469$17,417,607$18,665,904$41.5865.5%
(1)Underwritten Base Rent is based on the underwritten rent roll dated as of December 1, 2020.

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

(3)Underwritten Base Rent includes one tenant, Regus (RGN-WPB) (16,154 square feet), whose parent company and certain affiliates have filed for bankruptcy, but is currently in-place and paying rent. Underwritten Base Rent also includes one tenant, Citizens Bank (4,571 square feet), who has executed a lease but has not yet taken occupancy or begun paying rent. Citizens Bank is currently building out its space and is in a free rent period. Citizens Bank is expected to take occupancy in March 2021 and begin paying rent in June 2021. Underwritten Base Rent also includes one tenant, AMG, who has executed a lease and is currently paying rent on 15,176 square feet of space, but does not occupy the space. We cannot assure you that these tenants will take occupancy, begin paying rent or continue paying rent as anticipated or at all.

 

Property Management. The Phillips Point Property is managed by Cushman & Wakefield U.S., Inc.

 

Escrows and Reserves. At loan origination, the borrower deposited (i) approximately $1,556,161 into a reserve for certain unfunded obligations, such as unpaid tenant allowances, leasing commissions, and free rent and gap rent, (ii) approximately $768,881 into a deferred maintenance reserve relating to, among other things, roof repair, and (iii) $6,650,000 into a tenant improvements and leasing commissions reserve.

 

Tax Reserve. The borrower is required to deposit into a real estate tax reserve, on a monthly basis during the continuance of a Phillips Point Trigger Period (as defined below) or an event of default, 1/12 of the reasonably estimated annual real estate taxes.

 

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

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Structural and Collateral Term Sheet Benchmark 2021-B24
 
Phillips Point

 

Insurance Reserve. The borrower is required to deposit into an insurance reserve, on a monthly basis during the continuance of a Phillips Point Trigger Period or an event of default, 1/12 of reasonably estimated insurance premiums.

 

TI/LC Reserve. The borrower is required to deposit into a tenant improvement and leasing commission reserve, on a monthly basis, an amount equal to approximately $18,704 to the extent that the tenant improvement and leasing commission reserve amount is less than $6,650,000.

 

A “Phillips Point Trigger Period” means each period (i) commencing when the debt yield (as calculated under the related loan documents), as determined as of the first day of any fiscal quarter, is less than 5.75%, and concluding when the debt yield, determined as of the first day of any fiscal quarter thereafter, is equal to or greater than 5.75%, (ii) commencing upon the borrower’s failure to deliver annual, quarterly or monthly financial reports as and when required under the related loan documents and concluding when such reports are delivered and indicate that no other Phillips Point Trigger Period is continuing and (iii) during the continuance of an event of default under the Phillips Point Mezzanine Loan (as defined below). Notwithstanding the foregoing, provided no event of default under the Phillips Point Whole Loan is continuing, the borrower will have the right to avoid the commencement or terminate the continuance of a Phillips Point Trigger Period by delivering (A) to the lender, as additional collateral, a letter of credit reasonably acceptable to the lender in an amount equal to (x) the outstanding principal balance of the Phillips Point Whole Loan divided by (y) the combined principal balance of the Phillips Point Whole Loan and the Phillips Point Mezzanine Loan (the “Phillips Point Aggregate Indebtedness”) times (z) the amount that, when subtracted from the Phillips Point Aggregate Indebtedness would result in a debt yield that equals or exceeds 5.75% (provided that the aggregate notional amount of all outstanding letters of credit delivered under the Phillips Point Whole Loan agreement may not exceed 10% of the outstanding principal balance of the Phillips Point Whole Loan) and (B) to the Mezzanine Lender (as defined below), as additional collateral for the Phillips Point Mezzanine Loan, a letter of credit reasonably acceptable to the Mezzanine Lender in an amount equal to (x) the outstanding principal balance of the Phillips Point Mezzanine Loan divided by (y) the Phillips Point Aggregate Indebtedness times (z) the amount that, when subtracted from the Phillips Point Aggregate Indebtedness would result in a debt yield that equals or exceeds 5.75% (provided that the aggregate notional amount of all outstanding letters of credit delivered to the Mezzanine Lender may not exceed 10% of the outstanding principal balance of the Phillips Point Mezzanine Loan).

 

Lockbox / Cash Management. The Phillips Point Whole Loan is structured with a hard lockbox and springing cash management. The borrower was required to direct each tenant to remit all rents directly to a lender-controlled lockbox account. In addition, the borrower is required to cause (or with respect to any property manager that is not an affiliate of borrower, use commercially reasonable efforts to cause) all cash revenues relating to the Phillips Point Property and all other money received by the borrower or the property manager with respect to the Phillips Point Property (other than tenant security deposits) to be deposited into the lockbox account or a lender-controlled cash management account within one business day of receipt. On each business day during the continuance of a Phillips Point Trigger Period or event of default under the Phillips Point Whole Loan, all amounts in the lockbox account are required to be remitted to the cash management account. On each business day that no Phillips Point Trigger Period or event of default under the Phillips Point Whole Loan is continuing, all amounts in the lockbox account are required to be remitted to a borrower-controlled operating account.

 

On each due date during the continuance of a Phillips Point Trigger Period (or, at the lender’s discretion, during an event of default under the Phillips Point Whole Loan), all funds on deposit in the cash management account after payment of debt service on the Phillips Point Whole Loan and the Phillips Point Mezzanine Loan, required reserves and budgeted operating expenses are required to be deposited into an excess cash flow reserve account as additional collateral for the Phillips Point Whole Loan.

 

Current Mezzanine or Subordinate Indebtedness. Concurrently with the funding of the Phillips Point Whole Loan, the lender (in such capacity, the “Mezzanine Lender”) also funded a mezzanine loan in the amount of $30,540,000 (the “Phillips Point Mezzanine Loan”, and together with the Phillips Point Whole Loan, the “Phillips Point Total Debt”). The Phillips Point Mezzanine Loan is secured by the pledge of the direct or indirect equity interest in the borrower and is coterminous with the Phillips Point Whole Loan. The Phillips Point Mezzanine Loan accrues interest at a rate of 7.00000% per annum. The rights of the Mezzanine Lender under the Phillips Point Mezzanine Loan are further described under “Description of the Mortgage Pool—Additional Indebtedness—Mezzanine Indebtedness” in the Preliminary Prospectus.

 

Future Mezzanine or Subordinate Indebtedness Permitted. None.

 

Partial Release. None.

 

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

75 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
141 Livingston

 

 

 

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

76 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
141 Livingston

 

 

 

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

77 of 166

 

 

Structural and Collateral Term Sheet Benchmark 2021-B24
 
141 Livingston

 

Mortgage Loan Information Property Information
Mortgage Loan Seller:CREFI Single Asset / Portfolio:Single Asset
Original Principal Balance(1):$75,000,000 Title:Fee
Cut-off Date Principal Balance(1):$75,000,000 Property Type - Subtype:Office – CBD
% of Pool by IPB:6.5% Net Rentable Area (SF):213,745
Loan Purpose:Refinance Location:Brooklyn, NY
Borrower:141 Livingston Owner LLC Year Built / Renovated:1959 / 2015
Loan Sponsors:Clipper Realty Inc., Clipper Realty Occupancy:100.0%
 L.P. Occupancy Date:2/1/2021
Interest Rate:3.21000% Number of Tenants:3
Note Date:2/18/2021 2017 NOI:$8,551,752  
Maturity Date:3/6/2031 2018 NOI:$8,067,576
Interest-only Period:120 months 2019 NOI:$8,103,986
Original Term:120 months TTM NOI (as of 9/2020):$8,214,573
Original Amortization:None UW Economic Occupancy(4):95.0%
Amortization Type:Interest Only UW Revenues:$14,702,075
Call Protection(2):L(24),Def(92),O(4) UW Expenses:$5,797,645
Lockbox / Cash Management:Springing / Springing UW NOI(4):$8,904,430
Additional Debt(1):Yes UW NCF(4):$8,202,879
Additional Debt Balance(1):$25,000,000 Appraised Value / Per SF(4):$182,300,000 / $853
Additional Debt Type(1):Pari Passu Appraisal Date:2/1/2021
     
     
     

 

Escrows and Reserves(3) Financial Information(1)(4)
 InitialMonthlyInitial Cap Cut-off Date Loan / SF:$468
Taxes: $70,582$17,646N/A Maturity Date Loan / SF:$468
Insurance:$0SpringingN/A Cut-off Date LTV:54.9%
Replacement Reserves:$0SpringingN/A Maturity Date LTV:54.9%
TI/LC:$0$0N/A UW NCF DSCR:2.52x
Other:$0SpringingN/A UW NOI Debt Yield:8.9%
       
       
       
Sources and Uses
SourcesProceeds% of Total UsesProceeds% of Total
Whole Loan$100,000,000100.0% Payoff Existing Debt$75,817,20075.8%
    Return of Equity23,559,399           23.6   
    Closing Costs552,819                0.6   
                  Upfront Reserves70,582                0.1   
Total Sources$100,000,000100.0% Total Uses$100,000,000100.0%
        
(1)The 141 Livingston Loan (as defined below) is part of a whole loan evidenced by two pari passu notes, with an aggregate outstanding principal balance as of the Cut-off Date of $100.0 million. The financial information presented in the chart above reflects the Cut-off Date Balance of the $100.0 million 141 Livingston Whole Loan (as defined below). For additional information see “The Loan” herein.

(2)The defeasance lockout period will be at least 24 payment dates beginning with and including the first payment date in April 2021. Defeasance of the 141 Livingston Whole Loan is permitted at any time after the earlier to occur of (a) the end of the two-year period commencing on the closing date of the securitization of the last promissory note representing a portion of the 141 Livingston Whole Loan to be securitized and (b) February 18, 2025. The assumed defeasance lockout period of 24 months is based on the expected Benchmark 2021-B24 securitization closing date in March 2021. The actual defeasance lockout period may be longer.

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

(4)While the 141 Livingston Whole Loan was originated after the emergence of the novel coronavirus pandemic and the economic disruption resulting from measures to combat the pandemic, the pandemic is an evolving situation and could impact the 141 Livingston Whole Loan more severely than assumed in the underwriting of the 141 Livingston Whole Loan and could adversely affect the NOI, NCF, and occupancy information, as well as the appraised value and the DSCR, LTV, and Debt Yield metrics presented above. See “Risk Factors—Special Risks—Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of the Mortgage Loans” in the Preliminary Prospectus.

 

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