UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM ABS-15G |
ASSET-BACKED SECURITIZER |
Report Pursuant to Section 15G of |
the Securities Exchange Act of 1934 |
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________________ to _________________
Date of Report (Date of earliest event reported)______________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ___________________
Name and telephone number, including area code, of the person to |
contact in connection with this filing |
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]
[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0001004158
BHP Trust 2019-BXHP
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): Not applicable
Central Index Key Number of underwriter (if applicable): Not applicable
Brian Bolton, (972) 501-3950 |
Name and telephone number, including area code, of the person to |
contact in connection with this filing |
INFORMATION TO BE INCLUDED IN THE REPORT
FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
Attached as Exhibit 1 hereto is an agreed-upon procedures report, dated August 9, 2019, of PricewaterhouseCoopers LLP, obtained by the depositor, which report sets forth the findings and conclusions, as applicable, of PricewaterhouseCoopers LLP with respect to certain agreed-upon procedures performed by PricewaterhouseCoopers LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GS MORTGAGE SECURITIES CORPORATION II | ||||
(Depositor) | ||||
Date: August 9, 2019 | ||||
By: | /s/ Leah Nivison | |||
Name: Leah Nivison | ||||
Title: Chief Executive Officer | ||||
Exhibit 1 | Agreed-upon procedures report, dated August 9, 2019, of PricewaterhouseCoopers LLP. |
Exhibit 1
Report of Independent Accountants on Applying
Agreed-Upon Procedures
GS Mortgage Securities Corporation II (the “Company”)
200 West Street
New York, NY 10282
We (“us” or “PwC”) have performed the procedures enumerated below, which were agreed to by the Company, Goldman Sachs Mortgage Company, Goldman Sachs Bank USA, Goldman Sachs & Co. LLC, JP Morgan Chase Bank, National Association and J.P. Morgan Securities LLC who are collectively referred to herein as the “Specified Parties”, solely to assist you with the procedures enumerated below with respect to BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP (the “Transaction”). The Company (the “Responsible Party”) is responsible for the accuracy of the information contained in the Final Data File (defined below). The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Procedures and Findings
In connection with the Transaction, the Specified Parties have requested that the procedures be performed on a single loan secured by 27 properties, herein referred to as the “Underlying Collateral”, which represents the entire population of collateral within the Transaction.
This agreed-upon procedures engagement was not conducted for the purpose of satisfying any criteria for due diligence published by a nationally recognized statistical rating organization.
In addition, PwC should not be regarded as having in any way warranted or given any assurance as to the following items:
· | The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Party, or any other party for purposes of PwC performing the procedures agreed to by the Specified Parties. The procedures performed would not necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us; |
· | The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements; |
· | The value of collateral securing such assets; and |
· | The compliance of the originator of the assets with federal, state, and local laws and regulations. |
We have not performed any procedures with respect to the fair value of the securities being offered in the Transaction and PwC expresses no opinion on the current fair value of these securities. PwC should not be regarded as having performed any procedures other than those detailed in this report.
With respect to any terms or requirements of the Transaction documents that do not appear in the exhibits, we performed no procedures and, accordingly, the procedures we performed would not ensure that any requirements are satisfied. Further, we have performed only the following agreed-upon procedures and therefore make no representations regarding the adequacy of disclosures or whether any material facts have been omitted from the Transaction documents.
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 1 |
It should be understood that we make no representations as to:
· | The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures; |
· | Your compliance with Rule 15Ga-2 of the Securities Exchange Act of 1934; and |
· | The reasonableness of any of the assumptions provided by the Company. |
These procedures should not be taken to supplant any additional inquiries or procedures that the Specified Parties would undertake in consideration of the Transaction.
For the purposes of this report:
· | The phrase “Cut-off Date” refers to the date of August 9, 2019. |
· | The following Microsoft Excel (“Excel”) file was provided to us by the Company, which includes certain attributes related to the Underlying Collateral as of the Cut-off Date shall be herein referred to as the “Final Data File”: |
o | 2019-BXHP Accounting Tape Final.xlsx |
· | The fields in the Final Data File shall be herein referred to as “Specified Attributes”. | |
· | The phrase “Source Document” refers to the documents (including any applicable amendments, assumptions or exhibits thereof) provided to us by the Company, related to the information contained in the Final Data File. |
· | The phrase “Loan File” refers to any Source Document or collection of Source Documents provided to us by the Company, and used by us in performing the procedures enumerated below. |
· | The phrase “Recalculation,” as used hereinafter, refers to a recomputation using the Specified Attributes included in the Final Data File. The phrase “compared and agreed,” as used hereinafter, refers to the comparison of one or more Specified Attributes to Source Documents for which the Specified Attributes and the Source Documents have been found to be in agreement, unless otherwise indicated. |
· | Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Final Data File and related Source Documents. |
Source Documents included in the Loan File:
· | The phrase “Appraisal Report” refers to a signed appraisal document. |
· | The phrase “Bloomberg” refers to the Bloomberg data platform used to reference the LIBOR cap counterparty rating. |
· | The phrase “Closing Statement” refers to the signed borrower and lender mortgage loan closing statements indicating the sources and uses of dispersed funds. |
· | The phrase “Engineering Report” refers to the signed property condition assessment document. |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 2 |
· | The phrase “Environmental Report” refers to the signed phase I and phase II (if applicable) environmental documents. |
· | The phrase “Fee Schedule” refers to the documentation for the certificate administrator fee and servicing fee related to the Transaction. |
· | The phrase “Franchise Agreement” refers to the signed franchise agreement, assignment of franchise agreement, and/or any riders thereof. |
· | The phrase “Ground Lease” refers to the signed ground lease agreement, and/or any assumptions or riders thereof. |
· | The phrase “Guaranty Agreement” refers to the signed guaranty agreement, and/or any riders thereof. |
· | The phrase “Insurance Summary” refers to the certificate of insurance and/or insurance risk analysis summarizing the coverage for each insurance category. |
· | The phrase “Interest Rate Cap Agreement” refers to the signed interest rate cap agreement, or the equivalent, and/or any assumptions or riders thereof. |
· | The phrase “Loan Agreement” refers to the signed loan agreement, or the equivalent, and/or any assumptions or riders thereof. |
· | The phrase “Management Agreement” refers to the signed management agreement, assignment of management agreement, and/or any riders thereof. |
· | The phrase “Seismic Report” refers to a signed seismic assessment document included in the Loan File. |
· | The phrase “Title Policy” refers to the signed title policy. |
· | The phrase “Trepp” refers to the website www.trepp.com, which was referenced for information relating to prior securitizations. |
· | The phrase “Underwriting File” refers to the historical and pro-forma cash flow statements prepared by the Company’s underwriting team. |
Our procedures and results thereof are as follows:
From July 24, 2019 through August 9, 2019 the Company provided us with the Source Documents related to the Underlying Collateral for which we (i) compared and agreed certain Specified Attributes set forth in the Final Data File to the corresponding Source Documents (the “Compared Attributes”), (ii) recalculated certain Specified Attributes set forth in the Final Data File, and found them to be in agreement (the “Recalculated Attributes”) or (iii) were instructed by the Company to assume certain Specified Attributes set forth in the Final Data File were accurate, and therefore we did not perform any compare and agree or recalculation procedures (the “Company Provided Attributes”). The procedures with respect to the Compared Attributes and Recalculated Attributes were applied as indicated in Exhibit A. The recalculation methodology associated with the Recalculated Attributes is listed in Exhibit B. For each procedure where a recalculation was performed, the underlying attributes were compared and agreed to the corresponding Source Documents. For the purpose of our procedures, any differences within the defined (by the Company) tolerance level (if any) listed in Exhibit A, were considered to be in agreement.
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 3 |
We did not perform any procedures with respect to the Specified Attributes denoted with a Source Document of “None - Company Provided”, in Exhibit A.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the Final Data File. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
This report is intended solely for the information and use of the Specified Parties (including for purposes of substantiating the Specified Parties’ "due diligence defense" under the Securities Act of 1933), and is not intended to be and should not be used by anyone other than the Specified Parties.
If a party has obtained, or has access to, this report without having executed an agreement with PwC wherein such party accepts responsibility for the sufficiency of the procedures performed (such party is herein referred to as a "Non-Specified Party"), that Non-Specified Party cannot:
i) | Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk; and |
ii) | Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party. |
A Non-Specified Party may not disclose or distribute this report or any of the report’s contents to any other party (including but not limited to electronic distribution and/or posting to a website pursuant to Rule 17G-5 of the Securities Exchange Act of 1934).
The procedures enumerated above were performed as of the date of this report, and we disclaim any consideration of any events and circumstances occurring after the date of this report. Further, we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report.
/s/ PricewaterhouseCoopers LLP
New York, NY
August 9, 2019
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 4 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP
Exhibits
Exhibit A –Specified Attributes
Exhibit B – Recalculation Methodology
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 5 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
1 | Control Number | None - Company Provided | None |
2 | Loan / Property Flag | None - Company Provided | None |
3 | Number of Properties | Appraisal Report | None |
4 | Originator | Loan Agreement | None |
5 | Originator Entity Type | Loan Agreement | None |
6 | Mortgage Loan Seller | Loan Agreement | None |
7 | Property Name | None - Company Provided | None |
8 | Address | Appraisal Report | None |
9 | City | Appraisal Report | None |
10 | State | Appraisal Report | None |
11 | County | Appraisal Report | None |
12 | Zip Code | Appraisal Report | None |
13 | General Property Type | Appraisal Report | None |
14 | Flood Zone | Engineering Report | None |
15 | Detailed Property Type | Appraisal Report | None |
16 | Year Built | Appraisal Report | None |
17 | Year Renovated | Appraisal Report | None |
18 | Keys | Underwriting File | None |
19 | Loan Per Unit ($) | Recalculation | None |
20 | Original Balance ($) | Loan Agreement | None |
21 | Cut-off Date Balance ($) | Recalculation | None |
22 | Allocated Loan Amount ($) | Loan Agreement | None |
23 | % of Initial Pool Balance | Recalculation | None |
24 | Pari Passu Split (Y/N) | Loan Agreement | None |
25 | Mortgage Loan Rate (%) | Recalculation | None |
26 | Trust Interest Rate (At LIBOR Cap) | Recalculation | None |
27 | Administrative Fee Rate (%) | Fee Schedule | None |
28 | Margin | Loan Agreement | None |
29 | Mortgage Loan Index | Loan Agreement | None |
30 | Assumed LIBOR | None - Company Provided | None |
31 | Float Rate Change Frequency (Mos) | Loan Agreement | None |
32 | LIBOR Floor | Loan Agreement | None |
33 | LIBOR Strike Cap | Interest Rate Cap Agreement | None |
34 | LIBOR Cap After Extension | Loan Agreement | None |
35 | LIBOR Cap Expiration | Interest Rate Cap Agreement | None |
36 | LIBOR Cap Counterparty | Interest Rate Cap Agreement | None |
37 | LIBOR cap Counterparty rating (S&P / MIS / FITCH) | Bloomberg | None |
38 | Trust Annual Debt Service at LIBOR Cap ($) | Recalculation | None |
39 | Trust NCF DSCR at LIBOR cap | Recalculation | None |
40 | LIBOR Rounding Methodology | Loan Agreement | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 6 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
41 | LIBOR Lookback Days | Loan Agreement | None |
42 | Extension Options (Y/N) | Loan Agreement | None |
43 | Extension Options (#/Mos) | Loan Agreement | None |
44 | Extension Spread Increase Description | Loan Agreement | None |
45 | First Extension Fee | Loan Agreement | None |
46 | Second Extension Fee | Loan Agreement | None |
47 | Third Extension Fee | Loan Agreement | None |
48 | Fourth Extension Fee | Loan Agreement | None |
49 | Fifth Extension Fee | Loan Agreement | None |
50 | Fully Extended Original Term | Recalculation | None |
51 | Fully Extended Remaining Term | Recalculation | None |
52 | Fully Extended Maturity Date | Loan Agreement | None |
53 | Fully Extended Amortization Term | Loan Agreement | None |
54 | Trust Monthly Payment ($) | Recalculation | None |
55 | Trust Annual Debt Service ($) | Recalculation | None |
56 | Interest Accrual Method | Loan Agreement | None |
57 | Interest Accrual Period | Loan Agreement | None |
58 | Origination Date | Loan Agreement | None |
59 | First Due Date | Loan Agreement | None |
60 | Last IO Due Date | Loan Agreement | None |
61 | First P&I Due Date | Loan Agreement | None |
62 | Due Date | Loan Agreement | None |
63 | Grace Period- Late Fee | Loan Agreement | None |
64 | Grace Period- Default | Loan Agreement | None |
65 | Amortization Type | Loan Agreement | None |
66 | Original Interest-Only Period (Mos.) | Recalculation | None |
67 | Remaining Interest-Only Period (Mos.) | Recalculation | None |
68 | Original Term To Maturity (Mos.) | Recalculation | None |
69 | Remaining Term To Maturity (Mos.) | Recalculation | None |
70 | Original Amortization Term (Mos.) | Not Applicable* | None |
71 | Remaining Amortization Term (Mos.) | Not Applicable* | None |
72 | Seasoning | Recalculation | None |
73 | Maturity Date | Loan Agreement | None |
74 | Balloon Balance ($) | Recalculation | None |
75 | Lockbox | Loan Agreement | None |
76 | Cash Management | Loan Agreement | None |
77 | Cash Management Triggers | Loan Agreement | None |
78 | DSCR at Trigger Level | Loan Agreement | None |
79 | Cross-Collateralized (Y/N) | Not Applicable* | None |
80 | Crossed Group | Not Applicable* | None |
81 | Lockout Period | Not Applicable* | None |
82 | Lockout Expiration Date | Not Applicable* | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 7 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
83 | Prepayment Begin Date | Loan Agreement | None |
84 | Prepayment End Date | Recalculation | None |
85 | Open Period Begin Date | Loan Agreement | None |
86 | Open Period (Payments) | Recalculation | None |
87 | Prepayment Type | Loan Agreement | None |
88 | Prepayment Provision | Recalculation | None |
89 | Partially Prepayable without Penalty | Loan Agreement | None |
90 | Partially Prepayable without Penalty Description | Loan Agreement | None |
91 | Partial Collateral Release Description | Loan Agreement | None |
92 | Yield Maintenance Index | Not Applicable* | None |
93 | Yield Maintenance Discount | Not Applicable* | None |
94 | Yield Maintenance Margin | Not Applicable* | None |
95 | Yield Maintenance Recalculation Method | Not Applicable* | None |
96 | Day of Month Prepayment Permitted | Loan Agreement | None |
97 | Due on Sale | Loan Agreement | None |
98 | Due on Encumbrance | Loan Agreement | None |
99 | B Note Original Amount | Not Applicable* | None |
100 | B Note Cut-Off Date Balance | Not Applicable* | None |
101 | B Note Balloon Balance | Not Applicable* | None |
102 | B Note Margin | Not Applicable* | None |
103 | B Note Interest Rate | Not Applicable* | None |
104 | B Note Annual Payment | Not Applicable* | None |
105 | Whole Loan Original Balance | Not Applicable* | None |
106 | Whole Loan Cut-Off Date Balance | Not Applicable* | None |
107 | Whole Loan Balloon Balance | Not Applicable* | None |
108 | Whole Loan Interest Rate | Not Applicable* | None |
109 | Whole Loan Margin | Not Applicable* | None |
110 | Whole Loan Annual Payment | Not Applicable* | None |
111 | Whole Loan LTV | Not Applicable* | None |
112 | Maturity Whole Loan LTV | Not Applicable* | None |
113 | Whole Loan NOI DSCR | Not Applicable* | None |
114 | Whole Loan NCF DSCR | Not Applicable* | None |
115 | Whole Loan NOI Debt Yield | Not Applicable* | None |
116 | Whole Loan NCF Debt Yield | Not Applicable* | None |
117 | Whole Loan NOI DSCR at LIBOR Cap | Not Applicable* | None |
118 | Whole Loan NCF DSCR at LIBOR Cap | Not Applicable* | None |
119 | Name of Mezzanine Lender A | Not Applicable* | None |
120 | Mezzanine Debt Original Amount A ($) | Not Applicable* | None |
121 | Mezzanine Debt Cut-Off Date Balance A ($) | Not Applicable* | None |
122 | Mezzanine Debt Interest Rate A | Not Applicable* | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 8 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
123 | Mezzanine Debt Maturity Balance A ($) | Not Applicable* | None |
124 | Mezzanine Gross Margin A | Not Applicable* | None |
125 | Mezzanine Debt Maturity Date A | Not Applicable* | None |
126 | Mezzanine Debt Annual Payment A ($) | Not Applicable* | None |
127 | Name of Mezzanine Lender B | Not Applicable* | None |
128 | Mezzanine Debt Original Amount B ($) | Not Applicable* | None |
129 | Mezzanine Debt Cut-Off Date Balance B ($) | Not Applicable* | None |
130 | Mezzanine Debt Maturity Balance B ($) | Not Applicable* | None |
131 | Mezzanine Debt Interest Rate B | Not Applicable* | None |
132 | Mezzanine Gross Margin B | Not Applicable* | None |
133 | Mezzanine Debt Maturity Date B | Not Applicable* | None |
134 | Mezzanine Debt Annual Payment B ($) | Not Applicable* | None |
135 | Total Mezzanine Debt Original Balance ($) | Not Applicable* | None |
136 | Total Mezzanine Debt Cut-Off Date Balance ($) | Not Applicable* | None |
137 | Total Mezzanine Debt Maturity Balance ($) | Not Applicable* | None |
138 | Total Mezzanine Margin | Not Applicable* | None |
139 | Total Mezzanine Annual Payment ($) | Not Applicable* | None |
140 | Total Loan Original Balance ($) | Not Applicable* | None |
141 | Total Loan Cut-Off Date Balance ($) | Not Applicable* | None |
142 | Total Loan Maturity Balance ($) | Not Applicable* | None |
143 | Total Debt Margin | Not Applicable* | None |
144 | Total Loan Interest Rate | Not Applicable* | None |
145 | Total Loan Annual Payment ($) | Not Applicable* | None |
146 | Total Loan LTV | Not Applicable* | None |
147 | Total Loan Maturity Date LTV | Not Applicable* | None |
148 | Total Loan NOI DSCR | Not Applicable* | None |
149 | Total Loan NCF DSCR | Not Applicable* | None |
150 | Total Debt Loan NOI Debt Yield | Not Applicable* | None |
151 | Total Debt Loan NCF Debt Yield | Not Applicable* | None |
152 | Other Subordinate Debt Balance ($) | Not Applicable* | None |
153 | Other Subordinate Debt Type | Not Applicable* | None |
154 | Future Debt Allowed? | Loan Agreement | None |
155 | Mortgage Assumable? | Loan Agreement | None |
156 | Assumption Fee | Loan Agreement | None |
157 | Appraiser Designation | Appraisal Report | None |
158 | Appraisal FIRREA (Y/N) | Appraisal Report | None |
159 | Appraisal Date | Appraisal Report | None |
160 | Appraised Value ($) | Appraisal Report | None |
161 | As-Stabilized Appraisal Date | Appraisal Report | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 9 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
162 | As-Stabilized Appraised Value ($) | Appraisal Report | None |
163 | Trust Loan Cut-off Date LTV Ratio (%) | Recalculation | None |
164 | Mortgage Loan LTV Ratio at Maturity (%) | Recalculation | None |
165 | Single Tenant (Y/N) | Underwriting File | None |
166 | Engineering Report Date | Engineering Report | None |
167 | Environmental Phase I Report Date | Environmental Report | None |
168 | Environmental Phase II | Environmental Report | None |
169 | Environmental Phase II Report Date | Environmental Report | None |
170 | PML or SEL (%) | Seismic Report | None |
171 | Seismic Report Date | Seismic Report | None |
172 | Earthquake Insurance Required (Y/N) | Loan Agreement | None |
173 | Terrorism Insurance Required (Y/N) | Loan Agreement | None |
174 | Environmental Insurance Required (Y/N) | Loan Agreement | None |
175 | Blanket Insurance Policy (Y/N) | Insurance Summary | None |
176 | Lien Position | Title Policy | None |
177 | Ownership Interest | Title Policy | None |
178 | Condominium Present? | Loan Agreement | None |
179 | Ground Lease (Y/N) | Ground Lease | None |
180 | Annual Ground Lease Payment ($) | Ground Lease | None |
181 | Ground Lease Expiration Date | Ground Lease | None |
182 | Ground Lease Extension (Y/N) | Ground Lease | None |
183 | # of Ground Lease Extension Options | Ground Lease | None |
184 | Ground Lease Expiration Date after all Extensions | Ground Lease | None |
185 | 2016 EGI Date | Underwriting File | None |
186 | 2016 EGI ($) | Underwriting File | $1.00 |
187 | 2016 Expenses ($) | Underwriting File | $1.00 |
188 | 2016 NOI ($) | Underwriting File | $1.00 |
189 | 2016 FF&E Reserve $ | Underwriting File | $1.00 |
190 | 2016 NCF ($) | Underwriting File | $1.00 |
191 | 2017 EGI Date | Underwriting File | None |
192 | 2017 EGI ($) | Underwriting File | $1.00 |
193 | 2017 Expenses ($) | Underwriting File | $1.00 |
194 | 2017 NOI ($) | Underwriting File | $1.00 |
195 | 2017 FF&E Reserve $ | Underwriting File | $1.00 |
196 | 2017 NCF ($) | Underwriting File | $1.00 |
197 | 2018 EGI Date | Underwriting File | None |
198 | 2018 EGI ($) | Underwriting File | $1.00 |
199 | 2018 Expenses ($) | Underwriting File | $1.00 |
200 | 2018 NOI ($) | Underwriting File | $1.00 |
201 | 2018 FF&E Reserve $ | Underwriting File | $1.00 |
202 | 2018 NCF ($) | Underwriting File | $1.00 |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 10 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
203 | Most Recent Date (if past 2018) | Underwriting File | None |
204 | Most Recent # of months | Underwriting File | None |
205 | Most Recent Description | Underwriting File | None |
206 | Most Recent EGI (if past 2018) ($) | Underwriting File | $1.00 |
207 | Most Recent Expenses (if past 2018) ($) | Underwriting File | $1.00 |
208 | Most Recent NOI (if past 2018) ($) | Underwriting File | $1.00 |
209 | Most Recent FF&E Reserve (if past 2018) $ | Underwriting File | $1.00 |
210 | Most Recent NCF (if past 2018) ($) | Underwriting File | $1.00 |
211 | Underwritten EGI ($) | Underwriting File | $1.00 |
212 | Underwritten Expenses ($) | Underwriting File | $1.00 |
213 | Underwritten Net Operating Income ($) | Underwriting File | $1.00 |
214 | Underwritten NOI DSCR (x) | Recalculation | None |
215 | Underwritten NOI Debt Yield | Recalculation | None |
216 | Underwritten Replacement / FF&E Reserve ($) | Underwriting File | $1.00 |
217 | Underwritten TI / LC ($) | Underwriting File | $1.00 |
218 | Underwritten Other Reserve ($) | Underwriting File | $1.00 |
219 | Underwritten Net Cash Flow ($) | Underwriting File | $1.00 |
220 | Underwritten NCF DSCR (x) | Recalculation | None |
221 | Underwritten NCF Debt Yield | Recalculation | None |
222 | 2016 Occupancy | Underwriting File | None |
223 | 2017 Occupancy | Underwriting File | None |
224 | 2018 Occupancy | Underwriting File | None |
225 | TTM April 2019 Occupancy | Underwriting File | None |
226 | UW Occupancy | Underwriting File | None |
227 | 2016 Average Daily Key Rate ($) | Underwriting File | None |
228 | 2017 Average Daily Key Rate ($) | Underwriting File | None |
229 | 2018 Average Daily Key Rate ($) | Underwriting File | None |
230 | TTM April 2019 Average Daily Key Rate ($) | Underwriting File | None |
231 | UW Average Daily Key Rate ($) | Underwriting File | None |
232 | 2016 Daily RevPAR ($) | Underwriting File | None |
233 | 2017 Daily RevPAR ($) | Underwriting File | None |
234 | 2018 Daily RevPAR ($) | Underwriting File | None |
235 | TTM April 2019 Daily RevPAR ($) | Underwriting File | None |
236 | UW Daily RevPAR ($) | Underwriting File | None |
237 | Hotel Franchise Flag | Franchise Agreement | None |
238 | Franchise Agreement Expiration | Franchise Agreement | None |
239 | Hotel Management Agreement Expiration | Management Agreement | None |
240 | Upfront RE Tax Reserve ($) | Loan Agreement, Closing Statement | None |
241 | Ongoing RE Tax Reserve ($) | Loan Agreement, Closing Statement | None |
242 | Upfront Insurance Reserve ($) | Loan Agreement, Closing Statement | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 11 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit A |
Specified Attributes |
# | Specified Attribute | Source Document (by order of priority) | Tolerance Levels |
243 | Ongoing Insurance Reserve ($) | Loan Agreement, Closing Statement | None |
244 | Upfront Replacement Reserve ($) | Loan Agreement, Closing Statement | None |
245 | Ongoing Replacement Reserve ($) | Loan Agreement, Closing Statement | None |
246 | Replacement Reserve Caps ($) | Loan Agreement, Closing Statement | None |
247 | Upfront TI/LC Reserve ($) | Loan Agreement, Closing Statement | None |
248 | Ongoing TI/LC Reserve ($) | Loan Agreement, Closing Statement | None |
249 | TI/LC Caps ($) | Loan Agreement, Closing Statement | None |
250 | Upfront Debt Service Reserve ($) | Loan Agreement, Closing Statement | None |
251 | Ongoing Debt Service Reserve ($) | Loan Agreement, Closing Statement | None |
252 | Upfront Deferred Maintenance Reserve ($) | Loan Agreement, Closing Statement | None |
253 | Ongoing Deferred Maintenance Reserve ($) | Loan Agreement, Closing Statement | None |
254 | Upfront Environmental Reserve ($) | Loan Agreement, Closing Statement | None |
255 | Ongoing Environmental Reserve ($) | Loan Agreement, Closing Statement | None |
256 | Upfront Other Reserve ($) | Loan Agreement, Closing Statement | None |
257 | Ongoing Other Reserve ($) | Loan Agreement, Closing Statement | None |
258 | Other Reserve Description | Loan Agreement, Closing Statement | None |
259 | Letter of Credit? | Loan Agreement | None |
260 | Letter of Credit Balance ($) | Loan Agreement | None |
261 | Letter of Credit Description | Loan Agreement | None |
262 | Release Provisions (Y/N) | Loan Agreement | None |
263 | Loan Purpose | Closing Statement | None |
264 | Borrower Name | Loan Agreement | None |
265 | Tenant In Common (Y/N) | Loan Agreement | None |
266 | Sponsor | Loan Agreement | None |
267 | Carve-out Guarantor | Guaranty Agreement | None |
268 | Recourse | Loan Agreement, Guaranty Agreement | None |
269 | Related Group | Not Applicable* | None |
270 | Single Purpose Borrower (Y/N) | Loan Agreement | None |
271 | Property Manager | Management Agreement | None |
272 | Prior Securitizations | Trepp | None |
273 | Exit Fee | Loan Agreement | None |
*- The fields for the noted Specified Attributes were either not populated in the Final Data File or populated with the term NAP. As such, we were instructed by the Company to not perform any procedures on these Specified Attributes.
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 12 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit B |
Recalculation Methodology |
# | Specified Attribute | Calculation | Tolerance Levels |
19 | Loan Per Unit ($) | Quotient of (i) Original Balance ($) and (ii) Keys. | None |
21 | Cut-off Date Balance ($) | Set equal to Original Balance ($). | $1.00 |
23 | % of Initial Pool Balance | Quotient of (i) Cut-off Balance ($) and (ii) the aggregate Cut-off Balance ($). | None |
25 | Mortgage Loan Rate (%) | Sum of (i) Assumed LIBOR and (ii) Margin. | None |
26 | Trust Interest Rate (At LIBOR Cap) | Sum of (ii) LIBOR Strike Cap and (ii) Margin. | None |
38 | Trust Annual Debt Service at LIBOR Cap ($) | Product of (i) Original Balance ($) and (ii) Trust Interest Rate (At LIBOR Cap) and (iii) the Interest Accrual Method (365/360). | None |
39 | Trust NCF DSCR at LIBOR cap | Quotient of (i) Underwritten Net Cash Flow ($) and (ii) Trust Annual Debt Service at LIBOR Cap. | None |
50 | Fully Extended Original Term | Count of the number of monthly payment dates, from and inclusive of (i) First Due Date, to and including (ii) Fully Extended Maturity Date. | None |
51 | Fully Extended Remaining Term | Difference of (i) Fully Extended Original Term and (ii) Seasoning. | None |
54 | Trust Monthly Payment ($) | Quotient of (i) Product of (a) Original Balance ($) and (b) Mortgage Loan Rate (%) and (c) the Interest Accrual Method (365/360) and (ii) 12. | $1.00 |
55 | Trust Annual Debt Service ($) | Product of (i) Trust Monthly Payment ($) and (ii) 12. | $1.00 |
66 | Original Interest-Only Period (Mos.) | Count of the number of monthly payment dates, from and inclusive of (i) First Due Date, to and including (ii) Last IO Due Date. | None |
67 | Remaining Interest-Only Period (Mos.) | Difference between (i) Original Interest-Only Period (Mos.) and (ii) Seasoning. | None |
68 | Original Term To Maturity (Mos.) | Count of the number of monthly payment dates, from and inclusive of (i) First Due Date, to and including (ii) Maturity Date. | None |
69 | Remaining Term To Maturity (Mos.) | Difference between (i) Original Term to Maturity (Mos.) and (ii) Seasoning. | None |
72 | Seasoning | Set equal to zero. | None |
74 | Balloon Balance ($) | Set equal to Original Balance ($). | $1.00 |
84 | Prepayment End Date | Difference between (i) Open Period Begin Date and (ii) 1 day. | None |
86 | Open Period (Payments) | Count of the number of monthly payment dates, from and inclusive of (i) Open Period Begin Date, to and including (ii) Maturity Date. | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 13 |
BHP Trust 2019-BXHP, Commercial Mortgage Pass-Through Certificates, Series 2019-BXHP | Exhibit B |
Recalculation Methodology |
# | Specified Attribute | Calculation | Tolerance Levels |
88 | Prepayment Provision | Count of the number of monthly payment dates (i) from and inclusive of (a) Prepayment Begin Date, to and including (b) Prepayment End Date and (ii) from and inclusive of (a) Open Period Begin Date to and including (b) Maturity Date. | None |
163 | Trust Loan Cut-off Date LTV Ratio (%) | Quotient of (i) Cut-off Date Balance ($) and (ii) Appraised Value ($). | None |
164 | Mortgage Loan LTV Ratio at Maturity (%) | Quotient of (i) Balloon Balance ($) and (ii) Appraised Value ($). | None |
214 | Underwritten NOI DSCR (x) | Quotient of (i) Underwritten Net Operating Income ($) and (ii) Trust Annual Debt Service ($). | None |
215 | Underwritten NOI Debt Yield | Quotient of (i) Underwritten Net Operating Income ($) and (ii) Cut-off Date Balance ($). | None |
220 | Underwritten NCF DSCR (x) | Quotient of (i) Underwritten Net Cash Flow ($) and (ii) Trust Annual Debt Service ($). | None |
221 | Underwritten NCF Debt Yield | Quotient of (i) Underwritten Net Cash Flow ($) and (ii) Cut-off Date Balance ($). | None |
PricewaterhouseCoopers LLP, 300 Madison Avenue New York NY 10017 | |||
T: (646) 471-3000, F: 813-286-6000 , www.pwc.com/us | 14 |
M?
MI);_ /'O%_NC^5245]QAZ?U?#T\/>_(DK]['P>>YZ\ZE"3I\G+?K?>WDNP44
M45N?+!1110 4444 %%%% !17YS_M??\ !2KXI? _5M4TS1/@Q>:#IT.H3Z;:
M>*?%<4WV6^=&8!X$4(K!E7>O[PYBO&OV^"FGQ_\ %%OXXW^#=3^+VNF.
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M7ZU_#OQUIGQ.\!^'O%VBL[Z3KEA#J%KYJ[7$^PE\?]=#65_P0\U2]7Q/\5].#,=.:ST^X=?X5E#S*
MI^I5F_*O$_\ @H'^U@/VV_BIX8\.?#G2=3U+P_HPD@TV);5C=:E=3%?,D6%0
M6"X1%53\W#$XW8'Z-?\ !-C]DO4/V7?@W=R^)HDA\:^)YH[S4K=6#?8XD4B"
MW+#@LH9V8CC=(0,[