CPTS 2019-CPT Mortgage Trust

Presale: CPTS 2019-CPT Mortgage Trust

October 29, 2019

PRIMARY CREDIT ANALYST

Preliminary Ratings John V Connorton III New York Market value decline Debt yield (1) 212-438-3892 Class Preliminary rating(i) Preliminary amount ($) LTV (%) (%)(ii) (%)(iii) john.connorton A AAA (sf) 269,952,000 45.0 72.2 16.2 @spglobal.com

X AAA (sf) 269,952,000(iv) N/A N/A N/A SECONDARY CONTACT

B AA- (sf) 59,990,000 55.0 66.1 13.2 Ryan Butler New York C A- (sf) 44,992,000 62.5 61.4 11.6 (1) 212-438-2122 D BBB- (sf) 117,845,000 71.7 55.7 10.2 ryan.butler @spglobal.com E NR 139,950,000 82.1 49.3 8.9

F NR 32,271,000 84.5 47.9 8.6

VRR interest NR 35,000,000 N/A N/A N/A

Note: This presale report is based on information as of Oct. 29, 2019. The ratings shown are preliminary. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. Accordingly, the preliminary ratings should not be construed as evidence of final ratings. This report does not constitute a recommendation to buy, hold, or sell securities. (i)The certificates will be issued to qualified institutional buyers according to Rule 144A of the Securities Act of 1933. (ii)Reflects the approximate decline in the $2.302 billion "as-is" appraised value that would be necessary to experience a principal loss at the given rating level. (iii)Based on S&P Global Ratings' net cash flow and the associated whole loan balance. (iv)Notional balance. The notional amount of the class X certificates will be equal to the class A certificates balance. LTV--Loan-to-value, which is based on S&P Global Ratings Services' value. NR--Not rated. N/A--Not applicable.

Profile

Expected Nov. 9, 2019 closing date

Collateral The trust's assets will consist primarily of a $700,000,000 portion (the trust loan) of a $1,200,000,000 whole loan made to the borrower. The trust loan (together with $500,000,000 of companion loans that are not asset of the trust) is secured by, among other things, the borrower's fee simple interest in Century Plaza Towers, two 44-story, class A office buildings comprising 2.4 million sq. ft. in the Century City submarket of Los Angeles. Of the $700,000,000 trust loan portion, $665,000,000 will be offered, and $35,000,000 will be retained by affiliates of the loan sellers German American Capital Corp., Wells Fargo Bank N.A., and Morgan Stanley Mortgage Capital Holdings LLC.

Payment Principal payments will be made sequentially to the class A, then B, then C, then D, then E, and then F structure certificates. Interest payments on the certificates will be made to the class A and Xcertificates pro rata, based on the interest due, and then sequentially to the class B, then C, then D, then E, and then F certificates. Realized losses will be allocated in reverse sequential order.

Loan sellers German American Capital Corp., Wells Fargo Bank N.A., and Morgan Stanley Mortgage Capital Holdings LLC.

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Profile (cont.)

Borrower One Hundred Towers LLC, a recycled bankruptcy-remote, special-purpose entity. The borrower is a joint venture between the Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank N.A. and a joint venture between an institutional account managed by both Hines and Hines Investment Management Holdings L.P.

Master Wells Fargo Bank N.A. servicer

Special Situs Holdings LLC. servicer

Trustee Wilmington Trust N.A.

Rationale

The preliminary ratings assigned to CPTS 2019-CPT Mortgage Trust's commercial mortgage pass-through certificates reflect S&P Global Ratings' view of the collateral's historical and projected performance, the sponsor's and manager's experience, the trustee-provided liquidity, the loan's terms, and the transaction's structure. We determined that the loan has a beginning and ending loan-to-value (LTV) ratio of 84.5%, based on S&P Global Ratings' value.

All S&P Global Ratings' LTVs, debt yields, and debt-service coverage ratio (DSCR) metrics are calculated based on the $1.2 billion whole loan balance.

Transaction- And Property-Level Strengths

The transaction exhibits the following strengths:

- The property is well-located in the Century City submarket of Los Angeles, a master-planned commercial, retail, and residential community with state-of-the-art office buildings, the Westfield Century City Shopping Center, high-end restaurants, apartments, and hotels.

- The mortgage collateral comprises two 44-story, class A office towers, totaling 2.4 million square feet (sq. ft.) The buildings were constructed in 1975 and had approximately $87.0 million ($35.80 per sq. ft.) in renovations from 2006 through 2013, with $32.0 million ($13.17 per sq. ft.) in 2008 alone. Since 2014, an additional $47.9 million of capital has been invested in the buildings to update the restrooms, multitenant corridors, and lobbies, and to create a new tenant-only fitness center. The buildings have above-average finishes and are in excellent condition. They are also Leadership In Energy And Environmental Design (LEED) gold-certified. The buildings are part of the larger Century Park Complex, a 14-acre complex that includes 2000 Avenue of the Stars (not part of the collateral), a four acre-central park, and a six-level subterranean paid-parking garage with 6,566 spaces.

- The trust loan balance has moderate leverage, with an S&P Global Ratings LTV of 84.5%, based on S&P Global Ratings' valuation. The LTV, based on the appraiser's valuation, is 52.1%. Our estimate of the collateral's long-term sustainable value is 38.3% lower than the appraiser's "as-is" valuation.

- The trust loan balance has a debt service coverage (DSC) of 2.83x, calculated using a 3.0045% in-place mortgage note interest rate and S&P Global Ratings' net cash flow (NCF).

- The property was 92.8% occupied as of September 2019, as calculated by S&P Global Ratings, versus 79.2% at the time of the prior securitization of the asset in 2014. Both the property and

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its submarket have experienced strong demand growth since then. CBRE-EA's Century City submarket class A vacancy rate stands at 4.2% as of third quarter of 2019, continuing the downward trend begun in 2012. Along with Beverly Hills and Santa Monica, Century City has been one of the top three performing markets in Greater Los Angeles area. The property has benefited from the substantial capital improvements invested over the past several years. Market rents, as detailed by CBRE-EA, have increased approximately 13% since 2014, while the weighted average in-place rents at the property have increased more than 50%.

- The property is 92.8% leased, as calculated by S&P Global Ratings, to more than 120 distinct tenants across approximately 1.2 million sq. ft. of office space in the North Tower, approximately 1.2 million sq. ft. of office space in the South Tower, and approximately 39,500 sq. ft. of ground floor retail space. The property is home to several law firms that hold an American Lawyer's Am Law 100 ranking, a measure of the 100-largest law firms in the U.S. by financial performance. We believe the granularity of the rent roll and the presence of strong credit tenants are a significant credit positive for the loan.

- The largest tenants include Bank of America ('A-'; 5.2% of the net rentable area [NRA], 5.2% of the total in place rents, and $57.0 gross per sq. ft.), Manatt Phelps & Phillips (Am Law No. 105; 4.8% of NRA, 4.9% of total in place rents, and $62.3 gross per sq. ft.), JPMorgan Chase Bank N.A. ('A+'; 4.1% of NRA, 4.1% of total in place rents and $57.0 gross per sq. ft.), Kirkland & Ellis (AM Law No. 1; 3.6% of NRA, 4.0% of total in place rents, and $68.8 gross per sq. ft.), and Greenberg Glusker (3.5% of NRA, 3.9% of total in place rents, and $66.0 gross per sq. ft.). We included the present value of future rent steps for 14 investment-grade tenants in our valuation, increasing it by approximately 1.1%.

- The loan has experienced sponsors, J.P. Morgan Asset Management (JPMAM) and Hines Interests L.P. JPMAM is a premier real estate and infrastructure investment manager that manages various asset classes from real estate to hedge funds. As of June 2019, JPMAM had $2.2 trillion in total assets under management, $66 billion of which were real estate assets. Hines is a privately owned, international real estate firm that builds, acquires, and manages properties in over 214 cities in 24 countries and has approximately $120.6 billion of assets under management.

- The transaction is structured so that the borrower is responsible for expenses that would typically result in shortfalls to the certificateholders, such as special servicing, work-out, and liquidation fees, as well as costs and expenses for appraisals and inspections that the special servicer conducts. In addition, if it is deemed recoverable from the liquidation proceeds, the servicer must advance interest due on the loan (provided the collateral has sufficient value) to prevent shortfalls that might otherwise arise from these expenses if the borrower does not pay them on time.

- The property has earthquake insurance in place even though the probable maximum loss, which is the direct economic loss expressed as a percentage of building replacement cost, for a 475-year average return period is 18%. However, the property is located in California, which has a greater risk of seismic events.

Transaction- And Property-Level Risk Considerations

The risks we considered for this transaction include:

- The transaction is concentrated by sponsor, property type, and geographic location, since the collateral is one loan secured by one office property in Los Angeles. However, the borrower is structured as a bankruptcy-remote, special-purpose entity (SPE) with restrictions on future

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debt.

- The mortgage loan is interest-only for its entire 10-year term. Compared with an amortizing loan, an interest-only loan bears a higher refinance risk because of the higher loan balance at maturity. The loan's lack of amortization is reflected in our credit enhancement levels for the transaction. In addition, the loan returns a significant amount of equity to the sponsors, approximately $272.9 million. However, the property has seen impressive gains in net cash flow due to management's ability to drive rent increases, coupled with declining vacancy at both the property and submarket levels.

- The property faces considerable tenant rollover risk, with 65.8% of the leased NRA and 66.6% of the in-place rent, as calculated by S&P Global Ratings, expiring during the 10-year loan term. The years with the highest roll are 2021, 2024, and 2025, during which leases representing approximately 13%, 10%, and 11%, respectively, of the total in place rents (as calculated by S&P Global Ratings) expire. This rollover risk is mitigated by the property's diverse tenancy, which contains approximately 120 different tenants as of the September 2019 rent roll, with the largest tenant, Bank of America, accounting for only 5.2% of the total square footage, or 5.2 of total in place rents.

- While the borrower has successfully leased the property to a 92.8% occupancy rated and achieved weighted average in place face rents of approximately $60 per sq. ft., it had to offer large tenant concessions for tenant buildout and free rent to maintain current and attract new tenants. The tenant packages vary by type of tenant and length of lease, but we deemed them substantial and considered these increased tenanting costs in our selection of vacancy rate and consideration of total capital items.

- The transaction has a hard lockbox account and springing place for cash management, allowing the borrower to control funds until there is an event of default or if the debt yield falls below 5.0% for two consecutive quarters. Only during this trigger period will ongoing reserves for taxes, insurance, capital expenditures, and tenant improvement/leasing commission (TI/LC) costs be swept.

- The borrower has the right, subject to certain LTV and DSCR thresholds, to convert the windowless top-two floors of each tower into unoccupiable space in accordance with all applicable legal requirements, following a release payment of $30,000,000. Most of this space is vacant or serves as lower rent storage space for tenants within the building. As the LTV of the loan declines under both appraiser and S&P Global Ratings' values, we made no adjustment for this ability.

- Provided no event of default has occurred and is continuing, the borrower has a one-time right to obtain secondary financing in the form of future mezzanine debt if any of the following conditions, among others, are met: the combined LTV is equal to or less than 52.1% or, if a partial prepayment of the loan has occurred in connection with a conversion, 51.1%; the aggregate DSCR is equal to or greater than 3.12x or, if a partial prepayment of the loan has occurred in connection with a conversion, 3.18x; the debt yield is equal to or greater than 9.5% or a partial prepayment of the loan has occurred in connection with a conversion, 9.7%; the mezzanine loan is coterminous with the mortgage loan; or an intercreditor agreement is required. Due to the various thresholds, we made no adjustment for this future ability.

- JPMAM has owned the property since 1997, and the property may be subject to a significant tax reassessment if it sold. Our value accounts for the potential reassessment and increase in real estate taxes related to California Proposition 13, and is approximately 8.3% lower as a result.

- The loan does not have a nonrecourse carve-out guarantor for certain "bad boy" acts, such as fraud, gross negligence, or violating the loan's SPE covenants. Also, since the loan is

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nonrecourse, repayment is not guaranteed by the sponsor.

Collateral Characteristics

Collateral description

The mortgage collateral comprises two 44-story, class A office towers, totaling 2.4 million sq. ft. The buildings were constructed in 1975 and had approximately $87.0 million ($35.80 per sq. ft.) in renovations from 2006 through 2013, with $32.0 million ($13.17 per sq. ft.) in 2008 alone. Since 2014, an additional $47.9 million of capital has been invested in the buildings to update the restrooms, multitenant corridors, and lobbies, and to create a new tenant-only fitness center. The buildings have above-average finishes and are in excellent condition. They are also Leadership In Energy And Environmental Design (LEED) gold-certified. The buildings are part of the larger Century Park Complex, a 14-acre complex that includes 2000 Avenue of the Stars (not part of the collateral), a four acre-central park, and a six-level subterranean paid-parking garage with 6,566 spaces, of which 5,907 are collateral.

Borrower/sponsor

The borrower is One Hundred Towers LLC, a recycled bankruptcy-remote, special-purpose entity. The borrower is a joint venture between the Commingled Pension Trust Fund (Strategic Property) of JPMorgan Chase Bank N.A. and a joint venture between an institutional account managed by both Hines and Hines Investment Management Holdings L.P.

Management agreement

CBRE Inc. is the property manager. Any management fees payable are subordinate to all payments due under the loan agreement, including debt service payments. In our analysis, we assumed a management fee of 1.5% of the effective gross income. According to the loan agreement, the management fee payable to the property manager under any management agreement may not exceed 0.8% of the annual operating income and 1.2% of income attributable to the parking lease.

In the future, a qualified manager may manage the property under a management agreement that the lender must approve, subject to rating agency confirmation. A qualified manager could include an affiliate that the sponsor controls, or a reputable and experienced management organization that has at least 10 years of experience managing office properties similar in class and size to the property, manages at least 5 million leasable sq. ft., and is not subject to bankruptcy or insolvency.

The mortgage loan documents permit the borrower, in certain circumstances, subject to similar rights of the mortgage lender, to appoint another professional management company as a replacement property manager meeting certain criteria in the mortgage loan documents, as applicable. The mortgage lender may, under certain circumstances, including after the occurrence of a mortgage loan event of default, cause the borrower to replace the property manager.

Insurance

We reviewed the transaction's insurance provisions and providers and determined that they are

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generally consistent with our property insurance criteria and normal market standards.

Loan Characteristics

Mortgage loan

The first-mortgage loan has an aggregate principal balance of $1.2 billion. The loan is interest-only for its entire 10-year term and is scheduled to mature on Nov. 9, 2029. The mortgage loan interest rate is 3.0045%.

Secondary financing

There is currently no secondary financing. Provided no event of default has occurred and is continuing, the borrower has a one-time right to obtain secondary financing in the form of future mezzanine debt if any of the following conditions, among others, are met: the combined LTV is equal to or less than 52.1% or, if a partial prepayment of the loan has occurred in connection with a conversion, 51.1%; the aggregate DSCR is equal to or greater than 3.12x or, if a partial prepayment of the loan has occurred in connection with a conversion, 3.18x; the debt yield is equal to or greater than 9.5% or a partial prepayment of the loan has occurred in connection with a conversion, 9.7%; the mezzanine loan is coterminous with the mortgage loan; or an intercreditor agreement is required.

Due to the various thresholds, we made no adjustment for this future ability.

Trade payables

The borrower may accrue trade payables, not to exceed 4.0% of the initial loan balance, and other unsecured indebtedness in the course of business. The loan agreement requires trade payables to be repaid within 30 days of the date billed.

Reserves

The reserves for the transaction are summarized in table 1.

Table 1

Reserves

Free rent reserve $29.5 million

TI/LC reserves $71.2 million

TI/LC--Tenant improvement and leasing commission.

Cash management

The whole loan is structured with a hard lockbox and will have springing cash management during a trigger period, as defined below. At origination, the borrower established a clearing account controlled by the lender, into which all rents, revenues, and receipts from the property are required to be deposited directly (by the tenant with respect to rents). If no trigger period exists,

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the funds in the clearing account will be swept on each business day into borrower's operating account, allowing the borrower to control property funds immediately. If a trigger period exists, the funds will be swept on each business day into a deposit account controlled by the lender (the "CMA") at a financial institution selected by the lender.

During a trigger period, all sums on deposit in the CMA will be applied to pay all monthly amounts due under the whole loan documents (including, without limitation, monthly deposits for reserves for taxes and insurance, debt service, and all other required reserves) and all property costs and expenses contained in the lender-approved budget (unless an acceptable blanket policy is in place with regards to insurance), cash collateral account, as additional collateral for the whole loan. Under certain circumstances and, for limited purposes described in the whole loan documents, the borrower may request disbursements of such excess cash flow.

A "trigger period" will occur and continue during an uncured event of default or an uncured event of default under a mezzanine loan, if any, under the whole loan documents; and a "low debt yield trigger." The lender will test the debt yield quarterly. If the debt yield falls below 5.0% for two consecutive calendar quarters, then a "low debt yield trigger" will be deemed to have occurred. A low debt yield trigger will cease to exist if the debt yield exceeds 5.0% at the end of any two consecutive quarters.

Property Description

The property, commonly known as Century Plaza Towers, comprises two 44-story, class A office buildings, totaling approximately 2.4 million sq. ft. The buildings are located at 2029 and 2049 Century Park East in the Century City submarket of Los Angeles, at the junction of Avenue of the Stars, Constellation Boulevard, Olympic Boulevard, and Century Park East. The towers were constructed in 1975 and had approximately $87.0 million ($35.80 per sq. ft.) in renovations from 2006 through 2013, with $32.0 million ($13.17 per sq. ft.) in 2008 alone. The renovations included adding a modern two-story lobby in each tower, updating the ground floor façade, elevator cabs, and valet area, and constructing a state of the art central plant.

The buildings' amenities include a retail concourse, a park, various restaurants, and on-site parking with valet service.

The buildings are part of the larger Century Park Complex, a 14-acre complex that includes 2000 Avenue of the Stars (not part of the collateral), a four acre-central park, and a six-level subterranean paid-parking garage. Century Park is across the street from the Westfield Century City Shopping Center and historic Hyatt Regency Century Plaza, and it is less than one mile from the Golden Triangle in Beverly Hills.

Market Summary

The Los Angeles office market is in an overall position of strength. Rent growth, while moderating, is respectable, and current rates are at record levels. Businesses continue to expand, although slow growth in the region's labor force has resulted in hiring challenges. The Los Angeles' labor market remains historically tight, with the unemployment rate holding below 5% since early 2017. Wage growth has outpaced the nation, and, in certain places, the minimum wage is nearly twice the federal minimum wage due to local and statewide policies.

The metro's economy is diverse, with a high concentration of jobs in entertainment, tech, logistics, tourism, and various manufacturing industries, such as aerospace, food products, apparel, computer/electronics, and chemicals. Los Angeles remains the media and entertainment capital

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of the world. While the sector has demonstrated limited job growth over the past year, the increased demand for video streaming and social media has been a boon to the local economy. Major tech firms, such as Facebook, Amazon, Apple, Netflix, and Google that produce media content have recently been signing large office leases, providing a promising outlook for the sector.

The office supply pipeline has been fairly active in the past few years, with almost 10.4 million sq. ft. delivered since the beginning of 2015. Absorption has been strong, as fundamentals continued to improve and almost 6.8 million sq. ft. of inventory was demolished during this period, resulting in net deliveries of only 3.7 million sq. ft. It is anticipated that over 2 million sq. ft. of office space will come online during 2019. After 2019, there is an additional 6.8 million sq. ft. underway in the metro, concentrated in Downtown, Hollywood, Culver City, and El Segundo.

Century Plaza Towers are located in the Century City office submarket, part of the larger Westside Los Angeles office sector, which contains retail and professional businesses, as well as the affluent residential communities of Bel Air, Beverly Hills, Brentwood, and West Hollywood. As a prominent high-rise cluster on the Westside, Century City, is known as Los Angeles' second commercial business district and contains 10.38 million sq. ft. of office inventory as of second-quarter 2019. The Century City market is the preferred location for entertainment industry tenants, advertising agencies, law offices, and financial services firms. Most of the tenants at the subject fit one of these four categories.

Like much of the Los Angeles office market, Century City has seen a sharp recovery since first-quarter 2012 (see tables 2-3). Since that period, vacancies have declined to 5.3%--a level less than half its long-term average--from almost 16%, according to data provided by the appraiser. Looking forward, vacancies are expected to increase, but conditions will remain decidedly landlord friendly, with vacancies forecast to remain below the metro average. Overall rent growth in Century City during the cycle has mirrored the metro average, with rates up over 40% since last bottoming in late 2010. However, current year-over-year rental growth in the submarket is 1.9%, which trails the greater metro area. Through the first half of 2019, asking rates increased slightly by 1.1% to $52.72 per sq. ft. The subject has likewise experience strong growth in in-place rents.

Table 2

Century City Office Submarket

Century City submarket(i) Century City submarket(ii)

Year Vacancy (%) Gross asking rent ($ /sq. ft.) Vacancy (%) Gross asking rent ($ /sq. ft.)

2013 14.2 48.38 12.5 44.89

2014 12.4 50.94 11.2 48.09

2015 11.8 53.93 1.9 53.46

2016 8.5 54.60 7.3 56.76

2017 8.2 53.59 7.8 58.90

2018 6.9 52.13 6. 60.19

YTD 6.1 52.72 5.3 61.45

(i)Newmark Knight Frank. (ii)CoStar Group Inc. classification. NRA--Net rentable area.

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Table 3

CoStar Century City Office Submarket Forecast (All Classes)

Year Vacancy rate (%) Gross Asking Rent ($/sq. ft.) Rent inflation (%)

YTD 2019 5.3 61.45 2.1

2020 4.6 61.72 0.4

2021 5.0 62.90 1.9

2022 5.7 63.78 1.4

2023 6.1 64.41 1.0

Source: CoStar.

Competitor Statistics

Table 4 shows the appraiser's rent data for the property's competitors. The appraiser identified five directly competitive properties that are similar in terms of condition, tenancy, utility, and overall quality. These properties are premier, class A buildings in the Century City submarket. The average occupancy for these buildings is 98.1%, with asking rents of $74.75 to $96.00 per sq. ft. on a full service gross (FSG) basis. The appraiser also analyzed recent leases negotiated in competitive buildings, which ranged from $52.20 to $95.64 per sq. ft. with an average lease rate of $79.72 per sq. ft. The appraiser estimated the subject's gross market office rent at $30.00 to $72.00 per sq. ft., depending on the floor and condition. The property's in-place weighted average gross office rent of approximately $60.00 per sq. ft. is in line with market levels.

Table 4

Appraiser's Data On Directly Competitive Buildings

Office NRA (sq. Year % leased Asking rent per sq. ft. Property name Class ft.) (i) built (i) (low/high) ($)(i)

2000 Avenue of the Stars A 816,615 2006 100.00 -

Constellation Place (10250 A 796,126 2003 98.6 78/81 Constellation Blvd)

SunAmerica Center (1999 Avenue A 840,124 1990 92.2 96/96 of the Stars)

Fox Plaza (2121 Avenue of the A 736,914 1986 98.5 76.5/76.5 Stars)

10100 Santa Monica Blvd A 640,095 1972 97.2 74.75/74.75

(i)Information provided by the Newmark Knight Frank appraisal dated Oct. 10, 2019.

Historical Cash Flow And S&P Global Ratings' Cash Flow Notes

S&P Global Ratings reviewed the property's historical cash flow and the issuer- and appraiser-reported cash flows to determine its view of a sustainable cash flow for the property (see table 5).

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Table 5

Century Plaza Towers Historical And Projected Cash Flows

S&P Global 2016 2017 2018 2019(i) Appraisal Banker Ratings' cash flows

Occupancy rate 87.0 84.6 83.5 - - 92.9 92.8

Average rental rate 44.9 47.6 50.4 - 57.9 59.6 59.3

Income (mil. $)

Gross potential rent - - - - 139.115 143.155 142.332(ii)

Base rent 93.728 96.736 101.042 97.138 - - -

Less: vacancy loss - - - - (8.490) (8.716) (11.690)(iii)

Expense 2.366 3.084 4.320 4.342 9.719 3.618 3.794(iv) reimbursement

Parking income 15.329 14.886 14.508 14.943 17.378 14.943 14.751(v)

Other income 2.516 2.673 5.447 4.468 3.541 5.616 3.278

Effective gross income 113.940 117.379 125.317 120.891 161.303 158.616 152.465

Reimbursement 7.1 9.0 11.9 11.6 16.6 9.7 9.8 percentage

Operating expenses (mil. $)

Real estate taxes 7.612 7.958 8.150 8.306 27.592 8.273 8.273(vi)

Property insurance 2.985 2.789 2.735 2.686 3.116 2.679 2.796(vii)

Management fees 0.990 1.007 1.055 1.037 1.613 1.000 2.287(viii)

Other expenses 21.569 22.425 24.352 25.518 26.130 25.518 25.518(vi)

Total operating 33.156 34.179 36.293 37.548 58.451 37.470 38.874 expense

Operation expense 29.1 29.1 29.0 31.1 36.2 23.6 25.5 ratio

Net operating income 80.783 83.200 89.025 83.343 102.852 121.146 113.591

Leasing commissions - - - - - 3.972 3.573(ix)

Tenant improvements - - - - - 4.443 5.643(ix)

Capital expenditures - - - - - 0.480 0.961(x)

Total capital item - - - - - 8.895 10.177

Net cash flow 80.783 83.200 89.025 83.343 102.852 112.250 103.414

Haircut to issuer NCF (%) ------(7.9)

Capitalization rate (%) ------6.75

Initial value (mil. $) ------1,532.052

Add to value (mil. $) ------(111.249)(xi)

S&P Global Ratings' value ------1,420,802,931 ($)

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Table 5

Century Plaza Towers Historical And Projected Cash Flows (cont.)

S&P Global 2016 2017 2018 2019(i) Appraisal Banker Ratings' cash flows

S&P Global Ratings' value ------592 per sq. ft. ($)

(i)Trailing-12-months ended September 2019. (ii)Based on in-place rents for all tenants as of September 2019, including 12 months of rent steps, with vacant space grossed up at S&P Global Ratings' estimates. (iii)In consideration of the property's long term occupancy and submarket vacancy trends. (iv)Based on the September 2019 rent roll, with vacant spaces grossed up at S&P Global Ratings' estimates. (v)Parking income based on the three-year average performance. (vi)In line with actual and trailing-12-month performance. (vii)Based on a three-year average to account for the fluctuations in historic insurance expense. (viii)Based on 1.5% of the effective gross income. (ix)Calculated per table 6 below, using 4% and 2% for new/renew leasing commissions. (x)Based on $0.40 per sq. ft. (xi)Proposition 13 adjustment of ($126.5 million) and present value of investment-grade tenant rent steps of $15.2 million.

To calculate TI/LC costs as part of S&P Global Ratings' NCF for the major tenant types at Century Plaza Towers, S&P Global Ratings used the TI costs, renewal probabilities, and assumed lease terms listed in table 6.

Table 6

S&P Global Ratings' Leasing Costs

Office Retail

New TIs ($) 40.00 14.50

Renewal TIs ($) 20.00 7.25

Renewal probability (%) 65 65

Assumed lease term (years) 10 10

TI--Tenant improvements.

Property Evaluation Details

During our property evaluation, we:

- Conducted a site inspection of the subject property.

- Analyzed and valued the subject property, which included reviewing historical property-level operating statements, the borrower's budget, the subject property's rent roll, and major tenant leases.

- Reviewed management and sponsorship, which included meetings with on-site personnel.

- Reviewed third-party appraisal, environmental, seismic, and engineering reports on the property.

- Reviewed the legal matters that we believe are relevant to our analysis, as outlined in our criteria. We reviewed the current drafts of the major transaction documents, including the loan agreement, offering circular, and trust and servicing agreement to verify compliance with our criteria and to understand the mechanics of the underlying loan and the transaction.

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Scenario Analysis

We performed a stress scenario analysis to determine how sensitive the certificates would be to a downgrade during the loan term.

Effect of declining NCF

A NCF decline could reduce cash flows available for debt service. Cash flows could decrease because of falling rental rates and occupancy levels, changes to operating expenses, or other factors that decrease the property's net income. To analyze the effect of a reduction in cash flows on our ratings, we have developed scenarios in which the NCF from the portfolio decreases by 10%-40% from the current cash flow, which is 7.9% lower than the issuer's underwritten NCF. (See table 7 for the potential effect on S&P Global Ratings' 'AAA (sf)' rating under these scenarios, holding constant S&P Global Ratings' capitalization rate of 6.75%.)

Table 7

The Effect Of Declining NCF On S&P Global Ratings

Percentage decline in S&P Global Ratings' NCF (%) 0.00 (10.00) (20.00) (30.00) (40.00)

Potential 'AAA' rating migration AAA AA A+ BBB BB

NCF--Net cash flow.

Transaction-Level Credit Enhancement

To determine a transaction's credit enhancement at each rating level, we use each loan's S&P Global Ratings' DSC and LTV to calculate the stand-alone credit enhancement (SCE) and diversified credit enhancement. However, since this transaction is secured by one loan, its SCE represents the transaction's credit enhancement at each rating level.

Our analysis of a stand-alone transaction is predominantly a recovery-based approach that assumes a loan default. We use the loan's stand-alone LTV thresholds at each rating level to determine the expected principal proceeds that can be recovered at default and are applicable to a loan with a 10-year loan term, a 30-year amortization schedule, and no additional debt.

Related Criteria

- Criteria | Structured Finance | Legal: U.S. Structured Finance Asset Isolation And Special-Purpose Entity Criteria, May 15, 2019

- General Criteria: U.S. Government Support In Structured Finance And Public Finance Ratings, Dec. 7, 2014

- Criteria | Structured Finance | CMBS: Insurance Criteria For U.S. And Canadian CMBS Transactions, June 13, 2013

- General Criteria: Methodology And Assumptions: Assigning Ratings To Bonds In The U.S. Based On Escrowed Collateral, Nov. 30, 2012

- Criteria | Structured Finance | CMBS: CMBS Global Property Evaluation Methodology, Sept. 5,

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2012

- Criteria | Structured Finance | CMBS: Rating Methodology And Assumptions For U.S. And Canadian CMBS, Sept. 5, 2012

- Criteria - Structured Finance - General: Criteria Methodology Applied To Fees, Expenses, And Indemnifications, July 12, 2012

- General Criteria: Global Investment Criteria For Temporary Investments In Transaction Accounts, May 31, 2012

- Criteria | Structured Finance | CMBS: Assessing Borrower-Level Special-Purpose Entities In U.S. CMBS Pools: Methodology And Assumptions, Nov. 16, 2010

- Criteria | Structured Finance | General: Global Methodology For Rating Interest-Only Securities, April 15, 2010

- Criteria | Structured Finance | General: Methodology For Servicer Risk Assessment, May 28, 2009

Related Research

- Global Structured Finance Outlook 2019: Securitization Continues To Be Energized With Potential $1 Trillion In Volume Expected Again, Jan. 7, 2019

- Global Structured Finance Scenario And Sensitivity Analysis 2016: The Effects Of The Top Five Macroeconomic Factors, Dec. 16, 2016

- Application Of CMBS Global Property Evaluation Methodology In U.S. And Canadian Transactions, Sept. 5, 2012

In addition to the criteria specific to this type of security (listed above), the following criteria articles, which are generally applicable to all ratings, may have affected this rating action: "Counterparty Risk Framework: Methodology And Assumptions," March 8, 2019; "Post-Default Ratings Methodology: When Does Standard & Poor's Raise A Rating From 'D' Or 'SD'?," March 23, 2015; "Global Framework For Assessing Operational Risk In Structured Finance Transactions," Oct. 9, 2014; "Methodology: Timeliness of Payments: Grace Periods, Guarantees, And Use of 'D' And 'SD' Ratings," Oct. 24, 2013; "Criteria For Assigning 'CCC+', 'CCC', 'CCC-', And 'CC' Ratings," Oct. 1, 2012; "Methodology: Credit Stability Criteria," May 3, 2010; and "Use of CreditWatch And Outlooks," Sept. 14, 2009.

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