Anna H. Glick, Esq.
Cadwalader, Wickersham & Taft LLP 200 Liberty Street New York, New York 10281 (212) 504-6309 |
Kevin C. Blauch, Esq.
Sidley Austin LLP 787 Seventh Avenue New York, New York 10019 (212) 839-5548 |
CALCULATION OF REGISTRATION FEE | ||||
Title of Each Class of
Securities
to be Registered
|
Amount to be
Registered
|
Proposed
Maximum
Offering Price
Per Unit
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration
Fee(1)
|
Commercial Mortgage Pass-Through Certificates
|
(2)
|
100%(2)
|
(2)
|
(2)
|
(1) |
Calculated in accordance with Rule 457(s) of the Securities Act of 1933.
|
(2) |
An unspecified amount of securities is being registered as may from time to time be offered at unspecified prices. The registrant is deferring payment of all of the registration fees for such additional securities in accordance with Rules
456(c) and 457(s) under the Securities Act.
|
Title of Each Class of
Securities to be Registered |
Amount to be
Registered |
Maximum
Offering Price Per Unit |
Maximum Aggregate Offering Price
|
Amount of Registration Fee(1)
|
||||
Mortgage Backed Securities
|
$[________]
|
100%
|
$[________]
|
$[________]
|
||||
(1) |
Calculated in accordance with Rule 457(s) of the Securities Act of 1933, as amended.
|
Class |
Initial Class
Certificate Balance or Notional Amount(1) |
Initial
Approx. Pass‑Through Rate |
Pass‑Through
Rate Description |
Assumed
Final Distribution Date(3) |
[Offering Price]
|
||||
You should carefully consider the summary of risk
factors and risk factors beginning on page [___] and page [___], respectively, of this prospectus.
Neither the certificates nor the mortgage loans are insured or guaranteed by any governmental agency,
instrumentality or private issuer or any other person or entity.
The certificates will represent interests in the issuing entity only. They will not represent interests in or
obligations of the sponsors, depositor, any of their affiliates or any other entity.
|
|
The United States Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Deutsche Mortgage & Asset Receiving Corporation will not list the offered certificates on any securities exchange or on any
automated quotation system of any securities association.
The issuing entity will be relying on an exclusion or exemption from the definition of “investment company” under the Investment Company Act of 1940, as amended,
contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured
so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd‑Frank Act (both as defined in this prospectus).
The underwriters, Deutsche Bank Securities Inc., [NAMES OF OTHER UNDERWRITERS], will purchase the offered certificates from Deutsche Mortgage &
Asset Receiving Corporation and will offer them to the public at negotiated prices[, plus, in certain cases, accrued interest,] determined at the time of sale. Deutsche Bank Securities Inc. and [NAME OF CO-LEAD MANAGING UNDERWRITER] are
acting as co-lead managers and joint bookrunners in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to approximately [__]% of each class of offered certificates and [______] is
acting as sole bookrunning manager with respect to approximately [__]% of each class of offered certificates. [______] is acting as a co-manager and as sole bookrunning manager with respect to approximately [__]% of each class of
offered certificates.
|
Deutsche Bank Securities
|
[____]
|
Co‑Lead Manager and Joint Bookrunner | Co‑Lead Manager and Joint Bookrunner |
Class
|
Initial
Class Certificate
Balance or Notional
Amount(1)
|
Approx.
Initial Credit
Support(2)
|
Pass-Through
Rate
Description
|
Assumed
Final Distribution Date(3) |
Initial Approx.
Pass-
Through Rate
|
Weighted
Average
Life (Yrs.)(4)
|
Principal
Window(4)
|
Offered Certificates
|
|||||||
[LIST SPECIFIC OFFERED CLASSES ADD APPROPRIATE FOOTNOTES DESCRIBED BELOW]
|
|||||||
Non‑Offered Certificates
[LIST SPECIFIC NON-OFFERED CLASSES ADD APPROPRIATE FOOTNOTES DESCRIBED BELOW]
|
(1) |
Approximate, subject to a permitted variance of plus or minus [5]%.
|
(2) |
The approximate initial credit support percentages set forth for the certificates are approximate and, for the [IDENTIFY APPLICABLE SENIOR CLASSES] certificates, are represented in the aggregate. [The
[LOAN-SPECIFIC CLASS] certificates will only provide subordination with respect to losses and shortfalls on the [NAME OF LOAN] mortgage loan.] The approximate initial credit support percentages for each class of certificates presented in
the table do not include the related subordinate interest of the trust subordinate companion loan.
|
(3) |
The assumed final distribution dates set forth in this prospectus have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed
Final Distribution Date; Rated Final Distribution Date”.
|
(4) |
The weighted average life and period during which distributions of principal would be received as set forth in the foregoing table with respect to each class of certificates having a principal balance are based
on the assumptions set forth under “Yield and Maturity Considerations—Weighted Average Life” 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.
|
(5) |
The notional amount of the [INTEREST ONLY CLASS] certificates will be equal to the aggregate of the certificate balances of the Class [__] and Class [__] certificates [and the Class [__] trust component]. The
notional amount of the [INTEREST ONLY CLASS] certificates will be equal to the certificate balance of the Class [__] certificates [and the Class [__] and Class [__] trust components]. The [INTEREST ONLY CLASSES] certificates will not be
entitled to distributions of principal.
|
(6) |
The pass-through rate for the [INTEREST ONLY CLASS] certificates for any distribution date will equal [the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each
case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class [__] and Class [__] certificates and the Class [__] trust
component for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date. The pass-through rate for the [INTEREST ONLY CLASS] certificates for any distribution date
will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months) for the related
distribution date, over (b) the weighted average of the pass-through rates of the Class [__] certificates and the Class [__] and Class [__] trust components for that distribution date, weighted on the basis of their respective certificate
balances immediately prior to that distribution date. See “Description of the Certificates—Distributions—Pass-Through Rates”.
|
(7) |
[NOTE: THE DEAL-SPECIFIC CLASS DESIGNATIONS FOR THE EXCHANGEABLE AND EXCHANGE CERTIFICATES, INCLUDED FOR ILLUSTRATIVE PURPOSES ONLY, ARE CLASS [A], CLASS [B], CLASS [C] AND CLASS [PEZ]. THE
IDENTITY AND NUMBER OF EXCHANGEABLE CLASSES MAY VARY.] The Class [A], Class [B], and Class [C] certificates may be exchanged for the Class [PEZ] certificates, and Class [PEZ] certificates may be exchanged for the Class [A], Class [B],
and Class [C] certificates.
|
(8)
|
On the closing date, the issuing entity will issue the Class [A], Class [B], and Class [C] trust components, which will have outstanding certificate balances on the closing date of $[_____], $[_____] and
$[_____], respectively. The Class [A], Class [B], and Class [C] certificates and the Class [PEZ] certificates will, at all times, represent undivided beneficial ownership interests in a grantor trust that will hold such trust
components. Each class of the Class [A], Class [B], and Class [C] certificates and the Class [PEZ] certificates will, at all times, represent a beneficial interest in a percentage of the outstanding certificate balance of the Class
[A], Class [B], and Class [C] trust components. Following any exchange of Class [A], Class [B], and Class [C] certificates for Class [PEZ] certificates or any exchange of Class [PEZ] certificates for Class [A], Class [B], and Class
[C] certificates, the percentage interest of the outstanding certificate balances of the Class [A], Class [B], and Class [C] trust components that is represented by the Class [A], Class [B], and Class [C] certificates and the Class
[PEZ] certificates will be increased or decreased accordingly. The initial balance of each class of the Class [A], Class [B], and Class [C] certificates shown in the table above represents the maximum principal balance of such class
|
|
without giving effect to any issuance of Class [PEZ] certificates. The initial certificate balance of the Class [PEZ] certificates
shown in the table above is equal to the aggregate of the maximum initial certificate balance of Class [A], Class [B], and Class [C] certificates, representing the maximum certificate balance of the Class [PEZ] certificates that could
be issued in an exchange. The principal balance of the Class [A], Class [B], and Class [C] certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the principal balance of the Class
[PEZ] certificates issued on the closing date.
|
(9) |
The initial subordination levels for the Class [A], Class [B] and Class [C] certificates and Class [PEZ] certificates are equal to the subordination level of the underlying Class [A], Class [B] and Class [C]
trust component, which will have an initial outstanding balance on the closing date of $[_____]. Although the Class [PEZ] certificates are listed below the Class [A] and the Class [B] certificates in the chart, the Class [PEZ]
certificates’ payment entitlements and subordination priority will be a result of the payment entitlements and subordination priority at each level of the related component classes of Class [A], Class [B], and Class [C] certificates. For
purposes of determining the approximate initial credit support for Class [PEZ] certificates, the calculation is based on the aggregate initial class certificate balance of the Class [A], Class [B], and Class [C] certificates as if they
were a single class.
|
(10) |
[The Class [PEZ] certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class [A], Class [B], and Class [C] trust
components represented by the Class [PEZ] certificates. The pass-through rates on the Class [A], Class [B], and Class [C] trust components will at all times be the same as the pass-through rates of the Class [A], Class [B], and Class [C]
certificates.]
|
(11) |
[The pass-through rate of the Class [__] certificates on each distribution date will be a per annum rate equal to the lesser of (i) the pass-through rate for such class
specified in the table above and (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) as of their
respective due dates in the month preceding the month in which the related distribution date occurs. See “Description of the Certificates—Distributions—Pass-Through Rates”.]
|
(12) |
[The pass-through rate of the Class [__] certificates on each distribution date will be a per annum rate equal to 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) as of their respective due dates in the month preceding the month in which the related distribution date
occurs. See “Description of the Certificates—Distributions—Pass-Through Rates”.]
|
(13) |
[The pass-through rate for the Class [__] certificates on each distribution date be a per annum rate equal to 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) as of their respective due dates in the month preceding the month in which the related distribution date
occurs minus [__]%. See “Description of the Certificates—Distributions—Pass-Through Rates”.]
|
(14) |
The Class [ARD] certificates have no certificate balance, notional amount, credit support, pass-through rate, rated final distribution date or rating, and will not be entitled to distributions of principal. The
Class [ARD] certificates are entitled to a specified portion of distributions of excess interest collected on the mortgage loan with an anticipated repayment date solely to the extent received from the related borrower and will represent
beneficial ownership of the grantor trust, as further described in this prospectus.
|
[#] |
[Insert description of pass-through rates for other offered certificates.]
|
(15) |
The [LOAN-SPECIFIC CLASS] certificates will only receive distributions from, and will only incur losses with respect to, the trust subordinate companion loan related to the [______] mortgage loan.
|
(16) |
For any distribution date, the pass-through rate on the [LOAN-SPECIFIC CLASS] certificates will be a fixed pass-through rate.
|
(17) |
The Class R and Class [ARD] certificates are not represented in the above table.
|
SUMMARY OF CERTIFICATES
|
4
|
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
|
14
|
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS
|
14
|
SUMMARY OF TERMS
|
23
|
SUMMARY OF RISK FACTORS
|
55
|
RISK FACTORS
|
57
|
Special Risks
|
57
|
[Current Coronavirus Pandemic Has Adversely Affected the Global Economy and Will Likely Adversely Affect the Performance of
the Mortgage Loans]
|
57
|
Risks Relating to the Mortgage Loans
|
60
|
Mortgage Loans Are Non-Recourse and Are Not Insured or Guaranteed
|
60
|
Risks of Commercial and Multifamily Lending Generally
|
61
|
Performance of the Mortgage Loans Will Be Highly Dependent on the Performance of Tenants and Tenant Leases
|
62
|
[Retail Properties Have Special Risks]
|
66
|
[Office Properties Have Special Risks]
|
69
|
[Multifamily Properties Have Special Risks]
|
69
|
[Hospitality Properties Have Special Risks]
|
71
|
[Risks Relating to Affiliation with a Franchise or Hotel Management Company]
|
73
|
[Self-Storage Properties Have Special Risks]
|
74
|
[Industrial Properties Have Special Risks]
|
75
|
[Manufactured Housing Community Properties Have Special Risks]
|
76
|
[Mixed Use Properties Have Special Risks]
|
77
|
[Condominium Ownership May Limit Use and Improvements]
|
77
|
Operation of a Mortgaged Property Depends on the Property Manager’s Performance
|
78
|
Concentrations Based on Property Type, Geography, Related Borrowers and Other Factors May Disproportionately Increase
Losses
|
79
|
Adverse Environmental Conditions at or Near Mortgaged Properties May Result in Losses
|
80
|
Risks Related to Redevelopment, Expansion and Renovation at Mortgaged Properties
|
81
|
Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses
|
82
|
Risks Related to Zoning Non-Compliance and Use Restrictions
|
84
|
Risks Relating to Inspections of Properties
|
85
|
Risks Relating to Costs of Compliance with Applicable Laws and Regulations
|
85
|
Insurance May Not Be Available or Adequate
|
85
|
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates
|
88
|
Terrorism Insurance May Not Be Available for All Mortgaged Properties
|
88
|
Risks Associated with Blanket Insurance Policies or Self-Insurance
|
89
|
Limited Information Causes Uncertainty
|
89
|
Underwritten Net Cash Flow Could Be Based On Incorrect or Failed Assumptions
|
90
|
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment
|
91
|
The Mortgage Loans Have Not Been Reviewed or Re-Underwritten by Us
|
91
|
Static Pool Data Would Not Be Indicative of the Performance of this Pool
|
92
|
Appraisals May Not Reflect Current or Future Market Value of Each Property
|
92
|
[Seasoned Mortgage Loans Present Additional Risk of Repayment]
|
94
|
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and
Mortgaged Property
|
94
|
The Borrower’s Form of Entity May Cause Special Risks
|
94
|
A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans
|
96
|
Litigation Regarding the Mortgaged Properties or Borrowers May Impair Your Distributions
|
97
|
Other Financings or Ability to Incur Other Indebtedness Entails Risk
|
98
|
Tenancies-in-Common May Hinder Recovery
|
99
|
Risks Relating to Enforceability of Cross-Collateralization
|
99
|
Risks Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or Defeasance Provisions
|
100
|
Risks Associated with One Action Rules
|
100
|
State Law Limitations on Assignments of Leases and Rents May Entail Risks
|
100
|
Various Other Laws Could Affect the Exercise of Lender’s Rights
|
101
|
[Risks of Anticipated Repayment Date Loans
|
101
|
Borrower May Be Unable To Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment Date; Longer
Amortization Schedules and Interest-Only Provisions Increase Risk
|
101
|
[Risks Related to Ground Leases and Other Leasehold Interests]
|
103
|
[Leased Fee Properties Have Special Risks]
|
104
|
Increases in Real Estate Taxes May Reduce Available Funds
|
105
|
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net
Proceeds
|
105
|
[Risks Relating to Shari’ah Compliant Loans]
|
105
|
Risks Related to Conflicts of Interest
|
106
|
Interests and Incentives of the Originators, the Sponsors and Their Affiliates May Not Be Aligned With Your Interests
|
106
|
[The Servicing of the Servicing Shift Whole Loan Will Shift to Other Servicers
|
107
|
Interests and Incentives of the Underwriter Entities May Not Be Aligned With Your Interests
|
108
|
Potential Conflicts of Interest of the Master Servicer and the Special Servicer
|
109
|
Potential Conflicts of Interest of the Operating Advisor
|
111
|
Potential Conflicts of Interest of the Asset Representations Reviewer
|
111
|
Potential Conflicts of Interest of the Directing Holder and the Companion Loan Holders
|
112
|
Potential Conflicts of Interest in the Selection of the Underlying Mortgage Loans
|
114
|
Conflicts of Interest May Occur as a Result of the Rights of the Applicable Directing Holder To Terminate the Special
Servicer of the Applicable Whole Loan
|
115
|
Other Potential Conflicts of Interest May Affect Your Investment
|
115
|
Other Risks Relating to the Certificates
|
116
|
The Certificates Are Limited Obligations
|
116
|
The Certificates May Have Limited Liquidity and the Market Value of the Certificates May Decline
|
116
|
Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates; Ratings of the
Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded
|
117
|
Your Yield May Be Affected by Defaults, Prepayments and Other Factors
|
119
|
There Are Risks Relating to the Exchangeable Certificates
|
122
|
Subordination of the Subordinated Certificates and Class [PEZ] Certificates Will Affect the Timing of Distributions and the
Application of Losses on the Subordinated Certificates and Class [PEZ] Certificates
|
123
|
[Pro Rata Allocation of Principal Between and Among the Subordinate Companion Loan and the Related Mortgage Loan Prior to a
Material Mortgage Loan Event Default.
|
123
|
Your Lack of Control Over the Issuing Entity and the Mortgage Loans Can Impact Your Investment
|
123
|
Risks Relating to Modifications of the Mortgage Loans
|
128
|
Sponsors May Not Make Required Repurchases or Substitutions of Defective Mortgage Loans or Pay Any Loss of Value Payment
Sufficient to Cover All Losses on a Defective Mortgage Loan
|
129
|
Risks Relating to Interest on Advances and Special Servicing Compensation
|
129
|
Bankruptcy of a Servicer May Adversely Affect Collections on the Mortgage Loans and the Ability to Replace the Servicer
|
129
|
The Sponsors, the Depositor and the Issuing Entity Are Subject to Bankruptcy or Insolvency Laws That May Affect the Issuing
Entity’s Ownership of the Mortgage Loans
|
130
|
The Requirement of the Special Servicer to Obtain FIRREA-Compliant Appraisals May Result in an Increased Cost to the
Issuing Entity
|
131
|
Tax Matters and Changes in Tax Law May Adversely Impact the Mortgage Loans or Your Investment
|
131
|
General Risk Factors
|
134
|
Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss
|
134
|
The Certificates May Not Be a Suitable Investment for You
|
134
|
The Volatile Economy, Credit Crisis and Downturn in the Real Estate Market Adversely Affected the Value of CMBS and Similar
Factors May in the Future Adversely Affect the Value of CMBS
|
134
|
Other Events May Affect the Value and Liquidity of Your Investment
|
135
|
Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of the Offered Certificates
|
135
|
DESCRIPTION OF THE MORTGAGE POOL
|
139
|
General
|
139
|
Certain Calculations and Definitions
|
140
|
Definitions
|
141
|
Mortgage Pool Characteristics
|
148
|
Overview
|
148
|
Property Types
|
148
|
Significant Mortgage Loans and Significant Obligors
|
152
|
Mortgage Loan Concentrations
|
152
|
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans and
|
Related Borrower Mortgage Loans
|
153
|
Geographic Concentrations
|
154
|
Mortgaged Properties With Limited Prior Operating History
|
154
|
Tenancies-in-Common
|
155
|
[Condominium Interests
|
155
|
Fee & Leasehold Estates; Ground Leases
|
155
|
Environmental Considerations
|
156
|
Redevelopment, Renovation and Expansion
|
157
|
[Assessment of Property Value and Condition
|
157
|
Litigation and Other Considerations
|
157
|
Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings
|
157
|
Tenant Issues
|
158
|
Tenant Concentrations
|
158
|
Lease Expirations and Terminations
|
158
|
Purchase Options and Rights of First Refusal
|
160
|
[Credit Lease Loans]
|
161
|
Affiliated Leases
|
162
|
Insurance Considerations
|
163
|
Use Restrictions
|
164
|
Appraised Value
|
164
|
Non-Recourse Carveout Limitations
|
164
|
Real Estate and Other Tax Considerations
|
165
|
Delinquency Information
|
165
|
Certain Terms of the Mortgage Loans
|
165
|
Amortization of Principal
|
165
|
Due Dates; Mortgage Rates; Calculations of Interest
|
166
|
ARD Loan(s)
|
166
|
Single Purpose Entity Covenants
|
167
|
Prepayment Protections and Certain Involuntary Prepayments
|
167
|
“Due-On-Sale” and “Due-On-Encumbrance” Provisions
|
168
|
Defeasance; Collateral Substitution
|
169
|
[Partial Releases
|
170
|
Escrows
|
170
|
Mortgaged Property Accounts
|
171
|
[Delaware Statutory Trusts]
|
171
|
[Shari’ah Compliant Loan]
|
171
|
Exceptions to Underwriting Guidelines
|
172
|
Additional Indebtedness
|
172
|
General
|
172
|
Whole Loans
|
173
|
Mezzanine Indebtedness
|
173
|
Preferred Equity
|
175
|
Other Secured Indebtedness
|
175
|
Other Unsecured Indebtedness
|
175
|
The Whole Loans
|
175
|
General
|
175
|
The Serviced Pari Passu Whole Loan
|
178
|
The Serviced AB Whole Loan
|
181
|
The Non-Serviced Whole Loan
|
187
|
Additional Information
|
189
|
TRANSACTION PARTIES
|
190
|
The Sponsors and Mortgage Loan Sellers
|
190
|
German American Capital Corporation
|
190
|
Compensation of the Sponsors
|
199
|
[The Originators]
|
199
|
The Depositor
|
200
|
The Issuing Entity
|
200
|
The Trustee
|
201
|
The Certificate Administrator
|
202
|
The Master Servicer
|
203
|
The Non-Serviced Master Servicer
|
204
|
The Special Servicer
|
204
|
The Non-Serviced Special Servicer
|
205
|
[OTHER SERVICERS]
|
205
|
The Operating Advisor
|
205
|
The Asset Representations Reviewer
|
206
|
CREDIT RISK RETENTION
|
207
|
General
|
207
|
[The Third Party Purchaser[s]
|
210
|
Determination of Amount of Required Credit Risk Retention
|
211
|
Hedging, Transfer and Financing Restrictions
|
216
|
Operating Advisor
|
217
|
[Representations and Warranties
|
218
|
[Qualifying CRE Loans
|
218
|
DESCRIPTION OF THE CERTIFICATES
|
219
|
General
|
219
|
Exchanges of Exchangeable Certificates
|
223
|
Exchanges
|
223
|
Procedures
|
224
|
Distributions
|
225
|
Method, Timing and Amount
|
225
|
Available Funds
|
225
|
Priority of Distributions
|
227
|
Pass-Through Rates
|
228
|
Interest Distribution Amount
|
229
|
Principal Distribution Amount
|
230
|
Certain Calculations with Respect to Individual Mortgage Loans
|
231
|
Excess Interest
|
232
|
Application Priority of Mortgage Loan Collections or Whole Loan Collections
|
232
|
Allocation of Yield Maintenance Charges and Prepayment Premiums
|
234
|
Assumed Final Distribution Date; Rated Final Distribution Date
|
235
|
Prepayment Interest Shortfalls
|
235
|
Subordination; Allocation of Realized Losses
|
237
|
Reports to Certificateholders; Certain Available Information
|
239
|
Certificate Administrator Reports
|
239
|
Information Available Electronically
|
244
|
Voting Rights
|
248
|
Delivery, Form, Transfer and Denomination
|
249
|
Book-Entry Registration
|
249
|
Definitive Certificates
|
252
|
Certificateholder Communication
|
252
|
Access to Certificateholders’ Names and Addresses
|
252
|
Requests to Communicate
|
252
|
List of Certificateholders
|
253
|
DESCRIPTION OF THE MORTGAGE LOAN PURCHASE AGREEMENTS
|
253
|
General
|
253
|
Dispute Resolution Provisions
|
263
|
Asset Review Obligations
|
263
|
POOLING AND SERVICING AGREEMENT
|
263
|
General
|
263
|
Assignment of the Mortgage Loans
|
264
|
Servicing Standard
|
264
|
Subservicing
|
266
|
Advances
|
267
|
P&I Advances
|
267
|
Servicing Advances
|
268
|
Nonrecoverable Advances
|
269
|
Recovery of Advances
|
270
|
Accounts
|
271
|
Withdrawals from the Collection Account
|
273
|
Servicing and Other Compensation and Payment of Expenses
|
275
|
General
|
275
|
Master Servicing Compensation
|
281
|
Special Servicing Compensation
|
282
|
Disclosable Special Servicer Fees
|
286
|
Certificate Administrator and Trustee Compensation
|
286
|
Operating Advisor Compensation
|
287
|
Asset Representations Reviewer Compensation
|
287
|
CREFC® Intellectual Property Royalty
License Fee
|
288
|
Appraisal Reduction Amounts
|
288
|
Maintenance of Insurance
|
294
|
Modifications, Waivers and Amendments
|
297
|
Mortgage Loans with “Due-on-Sale” and “Due-on-Encumbrance” Provisions
|
300
|
Inspections
|
300
|
Collection of Operating Information
|
301
|
Special Servicing Transfer Event
|
301
|
Asset Status Report
|
303
|
Realization Upon Mortgage Loans
|
306
|
Sale of Defaulted Loans and REO Properties
|
308
|
The Directing Holder
|
311
|
General
|
311
|
Major Decisions
|
312
|
Asset Status Report
|
314
|
Replacement of Special Servicer
|
314
|
Control Termination Event, Consultation Termination Event and Operating Advisor Consultation Event
|
314
|
Servicing Override
|
316
|
Rights of Holders of Companion Loans and Loan Specific Directing Holder
|
317
|
Limitation on Liability of Directing Holder
|
318
|
The Operating Advisor
|
320
|
General
|
320
|
[Duties of Operating Advisor While No Control Termination Event Has Occurred and Is Continuing
|
320
|
Duties of Operating Advisor While a Control Termination Event Has Occurred and Is Continuing
|
321
|
Recommendation of the Replacement of the Special Servicer
|
323
|
[Duties of Operating Advisor at All Times
|
323
|
Additional Duties of Operating Advisor While an Operating Advisor Consultation Event Has Occurred and Is Continuing
|
326
|
Recommendation of the Replacement of the Special Servicer
|
326
|
Eligibility of Operating Advisor
|
326
|
Other Obligations of Operating Advisor
|
327
|
Delegation of Operating Advisor’s Duties
|
328
|
Termination of the Operating Advisor With Cause
|
328
|
Rights Upon Operating Advisor Termination Event
|
329
|
Waiver of Operating Advisor Termination Event
|
329
|
Termination of the Operating Advisor Without Cause
|
330
|
Resignation of the Operating Advisor
|
330
|
Operating Advisor Compensation
|
331
|
The Asset Representations Reviewer
|
331
|
Asset Review
|
331
|
Eligibility of Asset Representations Reviewer
|
335
|
Other Obligations of Asset Representations Reviewer
|
335
|
Delegation of Asset Representations Reviewer’s Duties
|
336
|
Assignment of Asset Representations Reviewer’s Rights and Obligations
|
336
|
Asset Reviewer Termination Events
|
336
|
Rights Upon Asset Reviewer Termination Event
|
337
|
Termination of the Asset Representations Reviewer Without Cause
|
338
|
Resignation of Asset Representations Reviewer
|
338
|
Asset Representations Reviewer Compensation
|
338
|
Replacement of Special Servicer Without Cause
|
338
|
Termination of Servicer and Special Servicer for Cause
|
342
|
Servicer Termination Events
|
342
|
Rights Upon Servicer Termination Event
|
344
|
Waiver of Servicer Termination Event
|
346
|
Resignation of the Master Servicer and Special Servicer
|
346
|
Limitation on Liability; Indemnification
|
347
|
Enforcement of Mortgage Loan Seller’s Obligations Under the MLPA
|
349
|
Dispute Resolution Provisions
|
349
|
Certificateholder’s Rights When a Repurchase Request is Initially Delivered By a Certificateholder
|
349
|
Certificateholder’s Rights When a Repurchase Request is Delivered by Another Party to the PSA
|
350
|
Resolution of a Repurchase Request
|
350
|
Mediation and Arbitration Provisions
|
353
|
[Servicing of the Servicing Shift Mortgage Loan
|
354
|
Servicing of the Non-Serviced Mortgage Loans
|
354
|
Rating Agency Confirmations
|
357
|
Evidence as to Compliance
|
359
|
Limitation on Rights of Certificateholders to Institute a Proceeding
|
360
|
Termination; Retirement of Certificates
|
360
|
Amendment
|
362
|
Resignation and Removal of the Trustee and the Certificate Administrator
|
364
|
Governing Law; Waiver of Jury Trial; and Consent to Jurisdiction
|
365
|
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
|
365
|
General
|
365
|
Types of Mortgage Instruments
|
366
|
Leases and Rents
|
366
|
Personalty
|
366
|
Foreclosure
|
367
|
General
|
367
|
Foreclosure Procedures Vary from State to State
|
367
|
Judicial Foreclosure
|
367
|
Equitable and Other Limitations on Enforceability of Certain Provisions
|
367
|
Nonjudicial Foreclosure/Power of Sale
|
368
|
Public Sale
|
368
|
Rights of Redemption
|
369
|
Anti‑Deficiency Legislation
|
369
|
Leasehold Considerations
|
370
|
Cooperative Shares
|
370
|
Bankruptcy Laws
|
371
|
Environmental Considerations
|
376
|
General
|
376
|
Superlien Laws
|
376
|
CERCLA
|
376
|
Certain Other Federal and State Laws
|
377
|
Additional Considerations
|
377
|
Due‑on‑Sale and Due‑on‑Encumbrance Provisions
|
378
|
Subordinate Financing
|
378
|
Default Interest and Limitations on Prepayments
|
378
|
Applicability of Usury Laws
|
378
|
Americans with Disabilities Act
|
379
|
Servicemembers Civil Relief Act
|
379
|
Anti-Money Laundering, Economic Sanctions and Bribery
|
379
|
Potential Forfeiture of Assets
|
380
|
CERTAIN AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS INVOLVING TRANSACTION PARTIES
|
380
|
PENDING LEGAL PROCEEDINGS INVOLVING TRANSACTION PARTIES
|
381
|
USE OF PROCEEDS
|
381
|
YIELD AND MATURITY CONSIDERATIONS
|
382
|
Yield Considerations
|
382
|
General
|
382
|
Rate and Timing of Principal Payments
|
382
|
Losses and Shortfalls
|
383
|
Delay in Payment of Distributions
|
385
|
Yield on the Certificates with Notional Amounts
|
385
|
Weighted Average Life
|
385
|
Pre-Tax Yield to Maturity Tables
|
388
|
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
|
390
|
General
|
390
|
Qualification as a REMIC
|
391
|
Status of Certificates
|
392
|
Taxation of Regular Interests
|
393
|
General
|
393
|
Original Issue Discount
|
393
|
[Deferred Interest
|
395
|
Acquisition Premium
|
395
|
Market Discount
|
396
|
Premium
|
397
|
Election To Treat All Interest Under the Constant Yield Method
|
397
|
Treatment of Losses
|
397
|
Yield Maintenance Charges and Prepayment Premiums
|
398
|
Sale or Exchange of Regular Interests
|
398
|
Taxation of the [ARD Class] Certificates
|
399
|
Taxation of Class [PEZ] Certificates and Exchangeable Certificates
|
399
|
Taxation of Certain Foreign Investors
|
401
|
FATCA
|
401
|
Backup Withholding
|
402
|
Information Reporting
|
402
|
Reporting Requirements
|
402
|
Taxes That May Be Imposed on a REMIC
|
403
|
Prohibited Transactions
|
403
|
Contributions to a REMIC After the Startup Day
|
403
|
Net Income from Foreclosure Property
|
403
|
REMIC Partnership Election
|
404
|
CERTAIN STATE AND LOCAL TAX CONSIDERATIONS
|
404
|
METHOD OF DISTRIBUTION (CONFLICTS OF INTEREST)
|
405
|
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
|
406
|
WHERE YOU CAN FIND MORE INFORMATION
|
407
|
FINANCIAL INFORMATION
|
407
|
CERTAIN ERISA CONSIDERATIONS
|
407
|
General
|
407
|
Plan Asset Regulations
|
408
|
Administrative Exemptions
|
408
|
Insurance Company General Accounts
|
410
|
LEGAL INVESTMENT
|
411
|
LEGAL MATTERS
|
412
|
RATINGS
|
412
|
INDEX OF DEFINED TERMS
|
414
|
ANNEX A‑1 |
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES [(SCHEDULE AL)]
|
ANNEX A‑2 |
CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
|
ANNEX A‑3 |
DESCRIPTION OF TOP FIFTEEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION
|
ANNEX B
|
FORM OF REPORT TO CERTIFICATEHOLDERS
|
ANNEX C |
FORM OF OPERATING ADVISOR ANNUAL REPORT
|
ANNEX D-1 |
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
|
ANNEX D-2 |
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
|
ANNEX E |
CLASS [A-SB] PLANNED PRINCIPAL BALANCE SCHEDULE
|
• |
Summary of Certificates, commencing on the page set forth in the table of contents of this prospectus, which sets forth important statistical information relating to the certificates;
|
• |
Summary of Terms, commencing on the page set forth in the table of contents of this prospectus, which gives a brief introduction of the key features of the certificates and a description of
the mortgage loans; and
|
• |
Summary of Risk Factors and Risk Factors, commencing on the respective pages set forth in the table of contents of this prospectus, which describe risks that apply to the certificates.
|
• |
the terms “depositor”, “we”, “us” and “our” refer to Deutsche Mortgage & Asset Receiving Corporation.
|
• |
references to “lender” or “mortgage lender” with respect to a mortgage loan generally should be construed to mean, from and after the date of initial issuance of the offered certificates, the trustee on behalf of the issuing entity
as the holder of record title to the mortgage loans or the master servicer or special servicer, as applicable, with respect to the obligations and rights of the lender as described under “Pooling and
Servicing Agreement”.
|
(I) |
A RETAIL CLIENT AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION (EU) 2017/565 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED, THE “EUWA”); OR
|
(II) |
A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED, THE “FSMA”) AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU) 2016/97, WHERE THAT CUSTOMER
WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA; OR
|
(III) |
NOT A QUALIFIED INVESTOR AS DEFINED IN ARTICLE 2 OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA.
|
Depositor |
Deutsche Mortgage & Asset Receiving Corporation, a Delaware corporation. The depositor’s principal offices are located at One Deutsche Bank Center, New York, New York 10019, and its telephone number is (212) 250-2500. See “Transaction Parties—The Depositor”.
|
Issuing Entity |
[NAME OF ISSUING ENTITY] [INSERT SERIES DESIGNATION] Mortgage Trust, a New York common law trust, to be established on the closing date under the pooling and servicing agreement. For more detailed information, see “Transaction Parties—The Issuing Entity”.
|
Sponsors |
The sponsors of this transaction are:
|
• |
German American Capital Corporation, a Maryland corporation
|
• |
[NAMES OF OTHER SPONSORS]
|
|
[The sponsors are sometimes also referred to in this prospectus as the “mortgage loan sellers”.]
|
|
The sponsors originated or acquired and will transfer to the depositor the mortgage loans set forth in the following chart:
|
Seller
|
Number
of
Mortgage
Loans
|
Aggregate
Principal
Balance of
Mortgage
Loans
|
Approx. %
of Initial
Pool
Balance |
|||||
German American Capital Corporation
|
$
|
%
|
||||||
[LOAN SELLER]
|
||||||||
[LOAN SELLER]
|
||||||||
Total
|
$
|
100.0%
|
|
[INSERT APPROPRIATE FOOTNOTES]
|
|
See “Transaction Parties—The Sponsors and Mortgage Loan Sellers”.
|
|
[In addition, [NAME OF LOAN SELLER] will also transfer to the depositor a subordinate companion loan relating to [NAME OF WHOLE LOAN] mortgage loan, as described below under “—The Mortgage Pool—Whole Loans” below.]
|
[Originator |
ADD DISCLOSURE REGARDING AN ORIGINATOR THAT IS NOT A SPONSOR]
|
Master Servicer |
[NAME OF MASTER SERVICER] will be the master servicer and will be responsible for the master servicing and administration of the mortgage loans and the related companion loans pursuant to the pooling and servicing agreement
(other than the mortgage loan and companion loan identified in the table below that is part of a whole loan and serviced under the pooling and servicing agreement indicated in the table titled “Non-Serviced Whole Loans” under “—Whole Loans” below). The offices of the master servicer are located at [INSERT ADDRESS]. See “Transaction Parties—The Master Servicer” and “Pooling and Servicing Agreement”.
|
|
[OTHER SERVICERS] [TO THE EXTENT APPLICABLE, DISCLOSURE WILL BE ADDED REGARDING OTHER APPLICABLE SERVICERS]
|
|
[Prior to the applicable servicing shift securitization date, the related servicing shift whole loan will be serviced by the master servicer under the pooling and servicing agreement. From and after
the related servicing shift securitization date, the related servicing shift whole loan will be serviced under, and by the master servicer designated in, the related servicing shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing
Agreement—Servicing of the Servicing Shift Mortgage Loan”.]
|
|
The master servicer of each non-serviced mortgage loan is set forth in the table below under the heading “Non Serviced Whole Loans” under “—Whole Loans”. See
“Transaction Parties—The Non-Serviced Master Servicer” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan”.
|
Special Servicer |
[NAME OF SPECIAL SERVICER] will act as special servicer with respect to the mortgage loans and the related companion loans other than with respect to the non-serviced mortgage loans set forth in the table titled “Non-Serviced
Whole Loans” under “—Whole Loans” below. The special servicer will be primarily responsible for (i) making decisions and performing certain servicing functions with respect to such
mortgage loans and related companion loans as to which a special servicing transfer event (such as a default or an imminent default) has occurred and (ii) in certain circumstances, reviewing, evaluating, processing and providing
or withholding consent as to certain major decisions and other transactions relating to such mortgage loans and related companion loans for which a special servicing transfer event has not occurred, in each case pursuant to the
pooling and servicing agreement for this transaction. The primary servicing office of the special servicer is located at [INSERT ADDRESS]. See “Transaction Parties—The Special Servicer”
and “Pooling and Servicing Agreement”.
|
|
The special servicer was appointed to be the special servicer by [NAME OF “B-PIECE” BUYER], which is expected to purchase the Class [__] and [__] certificates (and may purchase certain other classes
of certificates) and, on the closing date, is
|
|
expected to be the initial directing certificateholder. See “Pooling and Servicing Agreement—The Directing Holder”.
|
|
[Prior to the applicable servicing shift securitization date, the related servicing shift whole loan, if necessary, will be specially serviced by the special servicer under the pooling and servicing
agreement. From and after the related servicing shift securitization date, the related servicing shift whole loan will be specially serviced, if necessary, under, and by the special servicer designated in, the related servicing
shift pooling and servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loan”.]
|
|
The special servicer of each non-serviced mortgage loan is set forth in the table below titled “Non‑Serviced Whole Loans” under “—The Mortgage Pool—Whole Loans”.
See “Transaction Parties—The Non-Serviced Special Servicer” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan”.
|
[Primary Servicer |
IDENTIFY (1) EACH AFFILIATED PRIMARY SERVICER AND (2) EACH UNAFFILIATED PRIMARY SERVICER THAT SERVICES 10% OR MORE OF THE POOL ASSETS, IN EACH CASE, AS CONTEMPLATED BY ITEM 1108(a)(2) of REGULATION AB. ADD DISCLOSURE REGARDING
PRIMARY SERVICER AS REQUIRED BY ITEM 1108(a)(3) OF REGULATION AB, IF APPLICABLE.]
|
Trustee |
[NAME OF TRUSTEE] will act as trustee. The corporate trust office of the trustee is located at [INSERT ADDRESS]. Following the transfer of the mortgage loans and [one] trust subordinate companion loan to the issuing entity,
the trustee, on behalf of the issuing entity, will become the mortgagee of record for each mortgage loan (other than any non-serviced mortgage loan) and the related companion loans (including the trust subordinate companion loan
to be held by the issuing entity). See “Transaction Parties—The Trustee” and “Pooling and Servicing Agreement”.
|
|
[The initial mortgagee of record with respect to the servicing shift mortgage loan will be the trustee under the pooling and servicing agreement. From and after the related servicing shift
securitization date, the mortgagee of record with respect to the related servicing shift mortgage loan will be the trustee designated in the related servicing shift pooling and servicing agreement.]
|
|
With respect to each non-serviced mortgage loan, the entity set forth in the table titled “Non‑Serviced Whole Loans” under “—Whole Loans” below, in its
capacity as trustee under the pooling and servicing agreement for the indicated transaction, is the mortgagee of record for that non-serviced mortgage loan and any related companion loan. See
“Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan”.
|
Certificate Administrator |
[NAME OF CERTIFICATE ADMINISTRATOR] will initially act as certificate administrator. The certificate administrator will also be required to act as custodian, certificate registrar and authenticating agent. The office of the
certificate administrator is located at [INSERT ADDRESS]. See “Transaction Parties—The Certificate Administrator” and “Pooling and Servicing Agreement”.
|
|
[The custodian with respect to the servicing shift mortgage loan will be the certificate administrator, in its capacity as custodian under the pooling and servicing agreement. After the related
servicing shift securitization date, the custodian of the mortgage file (other than the promissory note evidencing the related servicing shift mortgage loan) will be the custodian under the related servicing shift pooling and
servicing agreement. See “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans”, “—The Non-Serviced Pari Passu Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Servicing Shift Mortgage Loan”.]
|
|
[The custodian with respect to each non-serviced mortgage loan will be the entity set forth in the table below titled “Non‑Serviced Whole Loans” under “—Whole Loans”,
the custodian under the pooling and servicing agreement for the indicated transaction.] See “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan”.
|
Operating Advisor |
[NAME OF OPERATING ADVISOR] will be the operating advisor. The operating advisor will have certain review and reporting responsibilities with respect to the performance of the special servicer, and in certain circumstances may
recommend to the certificateholders that the special servicer be replaced. The operating advisor will generally have no obligations or consultation rights under the pooling and servicing agreement for this transaction with respect
to any non-serviced mortgage loan or any related REO property. See “Transaction Parties—The Operating Advisor” and “Pooling and Servicing Agreement—The
Operating Advisor”.
|
Asset Representations Reviewer |
[NAME OF ASSET REPRESENTATIONS REVIEWER] will be the 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 receipt of notification from the certificate administrator that the required percentage of certificateholders vote to direct a review of such delinquent mortgage loans.
|
|
See “Transaction Parties—The Asset Representations Reviewer” and “Pooling and Servicing Agreement—The Asset Representations
Reviewer”.
|
[Risk Retention Consultation Party |
The risk retention consultation party will have certain non-binding consultation rights in certain circumstances upon a mortgage loan becoming a specially serviced loan, as further described in this prospectus.
|
|
The risk retention consultation party will be the party selected by the holder of the [Class VRR certificates][VRR Interest]. The initial risk retention consultation party is expected to be [__].
|
|
If the risk retention consultation party’s rights are directly or indirectly held by a borrower party, the risk retention consultation party will not have any consultation rights with respect to the
related mortgage loan under the pooling and servicing agreement.][MAY BE INCLUDED IN DEALS WHERE THE SPONSOR SATISFIES ALL OR PART OF ITS RISK RETENTION OBLIGATIONS THROUGH RETENTION OF A VERTICAL INTEREST]
|
Directing Holder |
Subject to the rights of the holders of the subordinate companion loan (or directing certificateholder for the [LOAN–SPECIFIC CLASS] certificates, in the case of the trust subordinate companion loan) described under “Description of the Mortgage Pool—The Whole Loans—The Serviced AB Whole Loan”, the directing certificateholder will have certain consent and consultation rights in certain circumstances with
respect to the mortgage loans (other than (i) any non-serviced mortgage loan[, (ii) any servicing shift mortgage loan] and (iii) any excluded loan), as further described in this prospectus. The directing certificateholder will
generally be the controlling class certificateholder (or its representative) selected by more than a specified percentage of the controlling class certificateholders (by certificate balance, as certified by the certificate
registrar from time to time as provided for in the pooling and servicing agreement). 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 certificates (by certificate principal balance), is a borrower, a mortgagor, a manager of a mortgaged property, the holder of a mezzanine loan that has accelerated the related mezzanine loan (subject to certain
exceptions) or commenced foreclosure or enforcement proceedings against the equity collateral pledged to secure the related mezzanine loan, or any borrower party affiliate. See “Pooling and
Servicing Agreement—The Directing Holder”. However, in certain circumstances there may be no directing certificateholder even if there is a controlling class, and in other
circumstances there will be no controlling class.
|
|
The controlling class will be the most subordinate class of the Class [__], Class [__] and Class [__] certificates then-outstanding that has an aggregate certificate balance, as notionally reduced by
any cumulative appraisal reduction amounts allocable to such class, at least equal to 25% of the initial certificate balance of that class[; provided, however, that during such time as
the Class [__] certificates would be the controlling class, the holders of such certificates will have the right to irrevocably waive their right to appoint a directing certificateholder or to exercise any of the rights of the
controlling class certificateholder]. No class of certificates, other than as described above, will be eligible to act as the controlling class or appoint a directing certificateholder.
|
CLASS] Certificates |
[One (1)] mortgage loan identified as “[_____]” on Annex A-1, representing approximately [__]% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, has a trust subordinate companion loan (a
subordinate interest in the related whole loan), and such trust subordinate companion loan will also be held by the issuing entity. The [LOAN SPECIFIC CLASS] certificates will be backed solely by such trust subordinate companion
loan, and any expenses or losses incurred in respect to the other mortgage loans will not be borne by the holders of such [LOAN SPECIFIC CLASS] certificates. The loan-specific directing certificateholder appointed by the holders
of more than 50% of the certificate balance of the [LOAN SPECIFIC CLASS] certificates will be entitled to exercise certain of the rights of the holder of the trust subordinate companion loan under the related intercreditor
agreement on behalf of the holders of the [LOAN SPECIFIC CLASS] certificates, as the beneficial owner of such certificates. See “Description of the Mortgage Pool—The Whole Loans—The Serviced AB
Whole Loan”. [IF NO TRUST SUBORDINATE COMPANION LOAN IS HELD BY THE ISSUING ENTITY, NO LOAN SPECIFIC CERTIFICATES WILL BE ISSUED.]
|
|
With respect to such mortgage loan, prior to the occurrence and continuance of a control appraisal period under the related intercreditor agreement, the holder of the related controlling subordinate
companion loan will have the right (i) to cure certain defaults with respect to the related mortgage loan, and (ii) to approve certain modifications and consent to certain actions to be taken with respect to the related mortgage
loan under certain circumstances. Each holder of a subordinate companion loan will also have the right to purchase (without payment of any yield maintenance charge or prepayment premium) the related mortgage loan and any pari passu companion loans (in whole, but not in part) under certain default circumstances. In addition, the holder of the related controlling subordinate companion loan will also have the
right under the related intercreditor agreement to replace the special servicer under the pooling and servicing agreement with respect to the related mortgage loan at any time prior to the occurrence and continuance of a control
appraisal period under the related intercreditor agreement, subject to the requirements provided for in the related intercreditor agreement. As of the closing date, [__] is the holder of the [__] controlling subordinate
companion loan.]
|
Certain Affiliations |
The originators, the sponsors, the underwriters and parties to the pooling and servicing agreement have various roles in this transaction as well as certain relationships with parties to this transaction and certain of their
affiliates. See “Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties”. These roles and other potential
relationships may give rise to conflicts of interest as further described in this prospectus under “Risk Factors—Risks Related to Conflicts of Interest—Certain
Affiliations, Relationships and Related Transactions Involving Transaction Parties”.
|
Significant Obligors |
The borrowers related to the mortgage loans identified on Annex A-1 as [_____], [_____] and [_____], [are affiliated and] represent [__]% of the aggregate principal balance of the pool of mortgage loans as of the cut‑off date.
See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Significant Mortgage Loans and Significant Obligors”. [INCLUDE FOR ANY BORROWER REPRESENTING 10% OR MORE OF POOL, IF
ANY.]
|
|
The mortgaged properties related to the mortgage loans identified on Annex A-1 as [_____], [_____] and [_____], [are related and] represent [__]% of the aggregate principal balance of the pool of
mortgage loans as of the cut‑off date. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Significant Mortgage Loans and Significant Obligors”. [INCLUDE FOR ANY MORTGAGED
PROPERTY REPRESENTING 10% OR MORE OF POOL, IF ANY.]
|
|
Certain of the lessees occupying all or a portion of the mortgaged properties related to the mortgage loans identified on Annex A-1 as [______], [_____] and [_____], [are affiliated and] represent
[__]% of the [cash flow of the] initial mortgage pool. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Significant Mortgage Loans and Significant Obligors”. [INCLUDE
FOR ANY LESSEE ACCOUNTING FOR 10% OR MORE OF CASH FLOW, IF ANY.]
|
|
[INCLUDE INFORMATION REQUIRED BY ITEM 1112(a) AND (b) FOR EACH SIGNIFICANT OBLIGOR]
|
Cut‑off Date |
[______].
|
Closing Date |
On or about [_______].
|
Distribution Date |
The [__] business day following each determination date. The first distribution date will be in [______].
|
Determination Date |
The [__] day of each month or, if the [__] day is not a business day, then the business day immediately following such [__] day.
|
Record Date |
With respect to any distribution date, [the last business day of the month preceding the month in which that distribution date occurs][INSERT OTHER RECORD DATE].
|
Business Day |
Under the pooling and servicing agreement, a business day will be any day other than a Saturday, a Sunday or a day on which banking institutions in [__] or any of the jurisdictions in which the respective primary servicing
offices of either the master servicer or the special servicer or the corporate trust offices of either the certificate administrator or the trustee are located, or the New York Stock Exchange or the Federal Reserve System of the
United States of America, are authorized or obligated by law or executive order to remain closed.
|
Interest Accrual Period |
Interest will accrue on the offered certificates during the [calendar month prior to the related distribution date][INSERT OTHER ACCRUAL PERIOD]. [Interest will be calculated on the offered certificates assuming each month has
30 days and each year has 360 days.]
|
Collection Period |
For any mortgage loan or the trust subordinate companion loan to be held by the issuing entity and any distribution date, the period commencing on [the day immediately following the due date for such mortgage loan in the month
preceding the month in which that distribution date occurs and ending on and including the due date for such mortgage loan in the month in which that distribution date occurs][INSERT OTHER SERIES SPECIFIC COLLECTION PERIOD].
However, in the event that the last day of a collection period (or applicable grace period) is not a business day, any periodic payments received with respect to the mortgage loans relating to that collection period on the
business day immediately following that last day will be deemed to have been received during that collection period and not during any other collection period.
|
Date; Rated Final
Distribution Date
|
The assumed final distribution dates set forth below for each class have been determined on the basis of the assumptions described in “Description of the Certificates—Assumed Final Distribution
Date; Rated Final Distribution Date”:
|
[CLASS DESIGNATIONS]
|
[DATES]
|
|
|
The rated final distribution date will be the distribution date in [__________].
|
[(1) |
Although the trust subordinate companion loan is an asset of the issuing entity, amounts distributable to the trust subordinate companion loan pursuant to its related intercreditor agreement will be payable only to the
[LOAN-SPECIFIC CLASS] certificates and therefore support only the [LOAN-SPECIFIC CLASS] certificates.]
|
General |
We are offering the following classes of commercial mortgage pass‑through certificates as part of Series [____]:
|
• |
[CLASS DESIGNATIONS]
|
|
The certificates of this Series will consist of the above classes and the following classes that are not being offered by this prospectus: [SERIES DESIGNATIONS OF NON-OFFERED CLASSES]. [The
certificates, other than the [LOAN-SPECIFIC CLASS] certificates, are referred to in this prospectus as the pooled certificates.]
|
Notional Amounts |
Your certificates will have the approximate aggregate initial certificate balance or notional amount set forth below, subject to a variance of plus or minus [5]%:
|
[CLASS DESIGNATIONS]
|
[INITIAL CLASS
BALANCES]
|
|
|
|
(1) |
The initial certificate balance of each class of the Class [A], Class [B], and Class [C] certificates shown in the table above represents the maximum certificate balance of such class without giving
effect to any issuance of the Class [PEZ] certificates. The initial certificate balance of the Class [PEZ] certificates shown in the table above is equal to the aggregate of the maximum initial certificate balance of the Class
[A], Class [B], and Class [C] certificates, which is the maximum certificate balance of the Class [PEZ] certificates that could be issued in an exchange. The actual certificate balance of any class of Class [A], Class [B], and
Class [C] certificates or Class [PEZ] certificates issued on the closing date may be less than the maximum certificate balance of that class and may be zero. The certificate balance of the Class [A], Class [B], and Class [C]
certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the certificate balance of the Class [PEZ] certificates issued on the closing date, if any.
|
(2) |
Notional amount.
|
A. Offered Certificates |
Your certificates will accrue interest at an annual rate called a pass‑through rate. The initial approximate pass‑through rate is set forth below for each class:
|
[CLASS DESIGNATION]
|
[PASS-THROUGH
RATE]
|
|
|
|
(1) |
The pass-through rate for the [INTEREST ONLY CLASS] certificates for any distribution date will equal [the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in
each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates of the Class [__] and Class [__] certificates and the Class
[__] trust component for that distribution date, weighted on the basis of their respective certificate balances immediately prior to that distribution date. The pass-through rate for the [INTEREST ONLY CLASS] certificates for any
distribution date will equal the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve
30-day months) for the related distribution date, over (b) the weighted
|
|
average of the pass-through rates of the Class [__] certificates and the Class [__] and Class [__] trust components for that distribution date, weighted on the basis of their
respective certificate balances immediately prior to that distribution date.
|
(2) |
[The pass-through rate of the Class [__] certificates will be a per annum rate equal to the lesser of (i) the pass-through rate for such class specified in the
table above and (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) as of their respective
due dates in the month preceding the month in which the related distribution date occurs.]
|
(3) |
[The Class [PEZ] certificates will not have a pass-through rate, but will be entitled to receive the sum of the interest distributable on the percentage interests of the Class [A], Class [B], and Class
[C] trust components represented by the Class [PEZ] certificates. The pass-through rates on the Class [A], Class [B], and Class [C] trust components will at all times be the same as the pass-through rates of the Class [A], Class
[B], and Class [C] certificates, respectively.]
|
(4) |
[The pass-through rate of the Class [__] certificates will be a per annum rate equal to 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) as of their respective due dates in the month preceding the month in which the related distribution date occurs.]
|
(5) |
[The pass-through rate applicable to the Class [__] certificates on each distribution date will be a per annum rate equal to 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) for such distribution date as of their respective due dates in the month
preceding the month in which the related distribution date occurs minus [__]%.].
|
(6) |
[Insert description of pass-through rates for other offered certificates.]
|
Exchangeable Certificates |
If you own Class [PEZ] certificates, you will be able to exchange them for a proportionate interest in the Class [A], Class [B] or Class [C] certificates (sometimes referred to in this prospectus as “exchangeable
certificates”), and if you own exchangeable certificates you will be able to exchange them for a proportionate interest in the Class [PEZ] certificates. You can exchange your Class [PEZ] certificates or exchangeable certificates
by notifying the certificate administrator. If Class [PEZ] certificates or exchangeable certificates are outstanding and held by certificateholders, those certificates will receive principal and interest that would otherwise have
been payable on the same proportion of certificates exchanged for them if those certificates were outstanding and held by certificateholders. Any such allocation of principal and interest between Class [PEZ] certificates on the
one hand and exchangeable certificates on the other hand will have no effect on the principal or interest entitlements of any other class of certificates. Exchanges will be subject to various conditions that we describe in this
prospectus. See “Description of the Certificates—Exchanges of Exchangeable Certificates” for a description of the exchange procedures relating to the Class [PEZ] certificates and the
exchangeable certificates. See also “Risk Factors—Other Risks Relating to the Certificates—There Are Risks Relating to the Exchangeable Certificates”.
|
Convention |
Interest on the offered certificates at their applicable pass-through rates will be calculated based on a [360-day year consisting of twelve 30-day months, or a “30/360 basis”][IDENTIFY OTHER CALCULATION CONVENTION].
|
|
For purposes of calculating the pass-through rates on the [INTEREST ONLY CLASSES] certificates and any other class of certificates or trust component that has a pass-through rate limited by, equal to
or based on the weighted average net mortgage rate (which calculation does not include any companion loan interest rate), the mortgage loan interest rates will not reflect any default interest rate, any loan term modifications
agreed to by the applicable special servicer or any modifications resulting from a borrower’s bankruptcy or insolvency.
|
|
[For purposes of calculating the pass-through rates on the offered certificates (other than the Class [PEZ] certificates), the interest rate for each mortgage loan that accrues interest based on the
actual number of days in each month and assuming a 360-day year, or an “actual/360 basis”, will be recalculated, if necessary, so that the amount of interest that would accrue at that recalculated rate in the applicable month,
calculated on a 30/360 basis, will equal the amount of interest that is required to be paid on that mortgage loan in that month, subject to certain adjustments as described in “Description of
the Certificates—Distributions—Pass-Through Rates” and “—Interest Distribution Amount”.]
|
Administration Fees |
The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, from the interest payments on each mortgage loan (other than a non-serviced mortgage loan with respect
to the special servicing fee only), the serviced companion loans and any related REO loans and, with respect to the special servicing fees, if the related loan interest payments (or other collections in respect of the related
mortgage loan or mortgaged property) are insufficient, then from general collections on all mortgage loans. The servicing fee for each distribution date, including the master servicing fee [and the portion of the servicing fee
payable to any primary servicer or subservicer], is calculated on the [outstanding][stated] principal amount of each mortgage loan (including the non-serviced mortgage loans) and the related serviced companion loans at the
servicing fee rate equal to a per annum rate[ ranging from [______]% to [_____]%].
|
|
The special servicing fee for each distribution date is calculated based on the outstanding principal amount of each mortgage loan (other than any non-serviced mortgage loan) and the related serviced
companion loans as to which a special servicing transfer event has occurred (including any REO loans), on a loan-by-loan basis at the special servicing fee rate equal to [___]%[ADD CAPS OR MINIMUMS]. The special servicer will
not be entitled to a special servicing fee with respect to any non-serviced mortgage loan.
|
|
Any primary servicing fees or sub‑servicing fees with respect to each mortgage loan (other than the non-serviced mortgage loans) and the related serviced companion loans will be paid by
|
|
the related pooling and servicing agreement will be entitled to a special servicing fee at a rate equal to the per annum rate set forth below. In addition,
each party to the related pooling and servicing agreement governing the servicing of such non-serviced whole loan will be entitled to receive other fees and reimbursements with respect to the non-serviced mortgage loans in
amounts, from sources, and at frequencies, that are similar, but not necessarily identical, to those described above and, in certain cases (for example, with respect to unreimbursed special servicing fees and servicing advances
with respect to any non-serviced whole loan), such amounts will be reimbursable from general collections on the mortgage loans to the extent not recoverable from the related non-serviced whole loan and to the extent allocable to
the non-serviced mortgage loans pursuant to the related intercreditor agreement. See “Description of the Mortgage Pool—The Whole Loans—The Non-Serviced Whole Loan” and “—The Non-Serviced AB Whole Loans” and “Pooling and Servicing Agreement—Servicing of the Non-Serviced Mortgage Loan”.
|
Non-Serviced
Loan
|
Primary Servicer
Fee
|
Special Servicer
Fee
|
|||||
Distributions on the Certificates |
On each distribution date, funds available for distribution to the certificates from the mortgage loans, net of (i) specified expenses of the issuing entity, including fees payable to, and costs and expenses reimbursable to,
the master servicer, the special servicer, the certificate administrator, the trustee, the operating advisor and the asset representation reviewer, (ii) any yield maintenance charges and prepayment premiums and (iii) any excess
interest distributable to the Class [ARD] certificates, will be distributed in the following amounts and order of priority:
|
First, to the [APPLICABLE SENIOR CLASSES] certificates, in respect of interest, up to an amount equal to, and pro rata
in accordance with the interest entitlements for those classes;
|
Second, to the [APPLICABLE SENIOR CLASSES] certificates, in reduction of the then-outstanding certificate balances of those classes, in the following priority
(prior to the Cross-Over Date):
|
|
[INSERT PRINCIPAL PAYMENT PRIORITIES FOR THE SENIOR CLASSES]
|
|
However, if the certificate balances of each class of certificates, other than the [APPLICABLE SENIOR CLASSES] certificates, having an initial principal balance have been reduced to zero, funds
available for distributions of principal will be distributed to the [APPLICABLE SENIOR CLASSES] certificates, pro rata, based on their respective certificate balances;
|
Entitlements |
A description of the interest entitlement of each class of certificates [(other than the Class [LOAN-SPECIFIC CLASS], Class R and Class [ARD] certificates)] can be found in [“Credit Risk
Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Priority of Distribution” and] “Description of the Certificates—Distributions—Interest Distribution
Amount”. As described in that section, there are circumstances in which your interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on your certificate’s balance
or notional amount (or, in the case of the Class [PEZ] certificates, the related pass-through rates on the applicable percentage interest of the related certificate balances of the Class [A],Class [B] and Class [C] trust
components).
|
|
A description of the amount of principal required to be distributed to each class of certificates entitled to principal on a particular distribution date (other than the [LOAN-SPECIFIC CLASS]
certificates) can be found in [“Credit Risk Retention— Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Priority of Distribution” and] “Description of the Certificates—Distributions—Principal Distribution Amount”.
|
Prepayment Premiums |
Yield maintenance charges and prepayment premiums with respect to the mortgage loans will be allocated to the certificates as described in [“Credit Risk Retention— Eligible Vertical
Interest—Material Terms of the Eligible Vertical Interest—Allocation of Yield Maintenance Charges and Prepayment Premiums” and] “Description of the Certificates—Allocation of Yield
Maintenance Charges and Prepayment Premiums”.
|
|
For an explanation of the calculation of yield maintenance charges, see “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans”.
|
|
Yield maintenance charges received in respect of the trust subordinate companion loan will be distributed to the [LOAN-SPECIFIC CLASS] certificates pursuant to the related intercreditor agreement,
and will not be allocated to the other classes of certificates.
|
Losses and Certain Expenses |
The chart below describes the manner in which the payment rights of certain classes of certificates will be senior or subordinate, as the case may be, to the payment rights of other classes of certificates. The chart shows the
entitlement to receive principal and/or interest of certain classes of certificates (other than excess interest collected on each mortgage loan that has an anticipated repayment date to the extent received from the related
borrower) on any distribution date in descending order. It also shows the manner in which mortgage loan losses are allocated to certain classes of the certificates in ascending order (beginning with the non-offered pooled
certificates, other than the Class R and Class [ARD] certificates) to reduce the
|
|
certificate balance of each such class to zero; provided that mortgage loan losses with respect to an AB whole loan will be allocated first to the related subordinate companion loan (and correspondingly, to the [LOAN-SPECIFIC CLASS] certificates in the case of the trust subordinate companion loan, until the certificate
balance of such class is reduced to zero), then, to the pooled certificates entitled to distributions of principal in ascending order (beginning with the non-offered pooled certificates,
other than the Class R and Class [ARD] certificates) as set forth in the chart below]; provided, further, that no principal payments or mortgage loan losses will be allocated to the
[INTEREST-ONLY CLASSES], Class R or Class [ARD] certificates, although principal payments and mortgage loan losses may reduce the notional amounts of the [INTEREST-ONLY] certificates and, therefore, the amount of interest they
accrue.
|
[SENIOR CLASSES](1)
|
||||
[SENIOR SUPPORT CLASS](2)
|
||||
Class [__](2)
|
||||
Class [__](2)
|
||||
Non-offered certificates(3)(4)
|
|
|
(1) |
The [INTEREST-ONLY CLASSES] certificates are interest-only certificates and the [NON-OFFERED SENIOR CLASSES] certificates are not offered by this prospectus.
|
(2) |
Reflects a trust component. Distributions and mortgage loan losses allocated to a trust component will be concurrently allocated to the applicable portion of the related class or classes of exchangeable
certificates and the Class [PEZ] certificates that form part of the related certificate balance of such trust component as described in “Description of the Certificates—Distributions”.
|
(3) |
Other than the [IDENTIFY SENIOR NON-OFFERED CLASSES HAVING SENIOR PAYMENT PRIORITIES IDENTIFIED ABOVE] certificates.
|
(4) |
The [LOAN-SPECIFIC CLASS] certificates will be allocated losses and shortfalls on the [______] whole loan first, and then losses and shortfalls will be allocated to the related mortgage loan.
|
|
Other than the subordination of certain classes of certificates, as described above, no other form of credit enhancement will be available for the benefit of the holders of the offered certificates.
|
|
Mortgage loan losses and principal payments, if any, on mortgage loans that are allocated to a class of certificates having an initial certificate balance (other than the [LOAN-SPECIFIC CLASS
certificates) and mortgage loan losses and principal payments, if any, on the trust subordinate companion loan allocated to the [LOAN-SPECIFIC CLASS] certificates will reduce the certificate balance of that class of
certificates.
|
|
[DESCRIBE RELATIONSHIP OF NOTIONAL AMOUNT OF INTEREST-ONLY CLASSES TO THEIR RELATED PRINCIPAL-WEIGHTED CLASSES ON WHICH THE NOTIONAL AMOUNTS ARE BASED]
|
|
To the extent funds are available on a subsequent distribution date for distribution on your offered certificates, you will be reimbursed for any losses allocated to your offered certificates (or the
applicable percentage interest of the relevant underlying trust component(s)) with interest at the pass-through rate on those offered certificates (or underlying trust component(s)) in accordance with the distribution
priorities.
|
|
See “Description of the Certificates—Subordination; Allocation of Realized Losses” for more detailed information regarding the
subordination provisions applicable to the certificates and the allocation of losses to the certificates.
|
E. Shortfalls in Available Funds |
Shortfalls will reduce the aggregate available funds and will correspondingly reduce the amount allocated to the certificates. The reduction in amounts available for distribution to the certificates will reduce distributions
to such classes of certificates with the lowest payment priorities. Shortfalls may occur as a result of:
|
• |
shortfalls resulting from delinquencies and defaults by borrowers;
|
• |
shortfalls resulting from the payment of special servicing fees and other additional compensation that the special servicer is entitled to receive;
|
• |
shortfalls resulting from interest on advances made by the master servicer, the special servicer or the trustee (to the extent not covered by late payment charges or default interest paid by the related borrower);
|
• |
shortfalls resulting from the application of appraisal reductions to reduce interest advances;
|
• |
shortfalls resulting from extraordinary expenses of the issuing entity including indemnification payments payable to the parties to the pooling and servicing agreement;
|
• |
shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and
|
• |
shortfalls resulting from other unanticipated or default-related expenses of the issuing entity.
|
|
In addition, prepayment interest shortfalls on the mortgage loans that are not covered by certain compensating interest payments made by the master servicer are required to be allocated among the
classes of certificates (other than the Class [A], Class [B], Class [C], Class [PEZ], [LOAN-SPECIFIC CLASS], Class [ARD] certificates) or trust components entitled to interest (and, therefore, the Class [A], Class [B], Class [C]
and Class [PEZ]
|
|
certificates) entitled to interest, on a pro rata basis, to reduce the amount of interest payable on each such class of certificates to the extent described
in this prospectus. See “Description of the Certificates—Prepayment Interest Shortfalls”.
|
|
Shortfalls in available funds resulting from any of the foregoing with respect to an AB whole loan will result first in a reduction in amounts distributable
in accordance with the related intercreditor agreement in respect of the related subordinate companion loan, which will in turn reduce distributions in respect of the [LOAN-SPECIFIC CLASS] certificates in the case of the trust
subordinate companion loan, and then, result in a reduction in amounts distributable in accordance with the related intercreditor agreement in respect of the related mortgage loan, which
will in turn reduce distributions in respect of the pooled certificates as described above. See “Description of the Mortgage Pool—The Whole Loans—The Serviced AB Whole Loan[—Application of
Payments]” and “Yield and Maturity Considerations—Yield Considerations—Losses and Shortfalls”.
|
F. Excess Interest |
On each distribution date, any excess interest in respect of the increase in the interest rate on any mortgage loan with an anticipated repayment date after the related anticipated repayment date to the extent actually
collected from the related borrower and applied as interest during a collection period will be distributed to the holders of the Class [ARD] certificates on the related distribution date as set forth in [“Credit Risk Retention—Eligible Vertical Interest—Material Terms of the Eligible Vertical Interest—Excess Interest” and ]“Description of the Certificates—Distributions—Excess
Interest”. This excess interest will not be available to make distributions to any other class of certificates or to provide credit support for other classes of certificates or offset any interest shortfalls or to pay any
other amounts to any other party under the pooling and servicing agreement.
|
A. P&I Advances |
The master servicer is required to advance a delinquent periodic payment on each mortgage loan, including any non-serviced mortgage loan, unless the master servicer or the special servicer determines that the advance would be
non-recoverable. Neither the master servicer nor the trustee will be required to advance balloon payments due at maturity in excess of the regular periodic payment, interest in excess of a mortgage loan’s regular interest rate,
default interest, late payment charges, prepayment premiums or yield maintenance charges.
|
|
The amount of the interest portion of any advance will be subject to reduction to the extent that an appraisal reduction of the related mortgage loan has occurred (and with respect to any mortgage
loan that is part of a whole loan, to the extent such appraisal reduction amount is allocated to the related mortgage loan). There may be other circumstances in which the master servicer will not be required to advance a full
month of principal and/or interest. If the master servicer fails to make a required advance, the trustee will be required to make the advance, unless the trustee determines that the advance would be non-
|
|
recoverable. If an interest advance is made by the master servicer, the master servicer will not advance the portion of interest that constitutes its servicing fee, but will advance the portion of
interest that constitutes the fees payable to the certificate administrator, the trustee, the operating advisor and the asset representations reviewer and the CREFC® license fee.
|
|
None of the master servicer, the special servicer or the trustee will make, or be permitted to make, any principal or interest advance with respect to any companion loan that is not held by the
issuing entity [or with respect to the trust subordinate companion loan].
|
|
See “Pooling and Servicing Agreement—Advances”.
|
B. Property Protection Advances |
The master servicer may be required to make advances with respect to mortgage loans and related companion loans that it is required to service to pay delinquent real estate taxes, assessments and hazard insurance premiums and
similar expenses necessary to:
|
• |
protect and maintain (and in the case of REO properties, lease and manage) the related mortgaged property;
|
• |
maintain the lien on the related mortgaged property; and/or
|
• |
enforce the related mortgage loan documents.
|
|
The special servicer will have no obligation to make any property protection advances (although it may elect to make them in an emergency circumstance). [If the special servicer makes a property
protection advance, the master servicer will be required to reimburse the special servicer for that advance and the master servicer will be deemed to have made that advance as of the date made by the special servicer.]
|
|
If the master servicer fails to make a required advance of this type, the trustee will be required to make this advance. None of the master servicer, the special servicer or the trustee is required to
advance amounts determined by such party to be non-recoverable.
|
|
See “Pooling and Servicing Agreement—Advances”.
|
|
With respect to any non-serviced mortgage loan, the master servicer (and the trustee, as applicable) under the related pooling and servicing agreement governing the servicing of that non-serviced
whole loan will be required to make similar advances with respect to delinquent real estate taxes, assessments and hazard insurance premiums as described above.
|
|
None of the master servicer, special servicer or trustee will make or be permitted to make any advance in connection with the exercise of any cure rights or purchase rights granted to the holder of
any subordinate companion loan under the related intercreditor agreement, or in the case of the trust subordinate companion loan, by the related loan-specific directing
|
|
certificateholder appointed by the holders of the [LOAN-SPECIFIC CLASS] certificates.
|
C. Interest on Advances |
The master servicer, the special servicer and the trustee, as applicable, will be entitled to interest on the above described advances at [the “Prime Rate” as published in The Wall Street
Journal,] as described in this prospectus. Interest accrued on outstanding advances may result in reductions in amounts otherwise payable on the certificates. Neither the master servicer nor the trustee will be entitled
to interest on advances made with respect to principal and interest due on a mortgage loan until the related due date has passed and any grace period for late payments applicable to the mortgage loan has expired. See “Pooling and Servicing Agreement—Advances”.
|
|
With respect to a non-serviced mortgage loan, the applicable makers of advances under the related pooling and servicing agreement governing the servicing of such non-serviced whole loan will
similarly be entitled to interest on advances, and any accrued and unpaid interest on property protection advances made in respect of such non-serviced mortgage loan may be reimbursed from general collections on the other
mortgage loans included in the issuing entity to the extent not recoverable from such non-serviced mortgage loan and to the extent allocable to the related non-serviced mortgage loan in accordance with the related intercreditor
agreement.
|
The Mortgage Pool |
The issuing entity’s primary assets will be [__] fixed rate commercial mortgage loan[s] [and the trust subordinate companion loan], each evidenced by one or more promissory notes secured by first mortgages, deeds of trust,
deeds to secure debt or similar security instruments on the fee and/or leasehold estate of the related borrower in [___] commercial and multifamily properties. See “Description of the Mortgage
Pool—Additional Indebtedness”. See also “Description of the Mortgage Pool—Real Estate and Other Tax Considerations”. [EACH POOL FOR A PARTICULAR SECURITIZATION WILL CONSIST OF ONE
OR MORE FIXED RATE LOANS AND MAY ALSO CONSIST OF ONE OR MORE TRUST SUBORDINATE COMPANION LOANS]
|
|
The aggregate principal balance of the mortgage loans as of the cut‑off date will be approximately $[_______]. The principal balance of the trust subordinate companion loan as of the cut-off date
will be $[________].
|
|
Unless otherwise expressly stated in this prospectus, the term “mortgage loan” refers to each of the [NUMBER OF LOANS] commercial mortgage loans to be held by the issuing entity. Of the mortgage
loans, each of the loans in the table below is part of a larger whole loan, each of which is comprised of the related mortgage loan and one or more loans that are pari passu in right of
payment to the related mortgage loan (each referred to in this
|
Mortgage Loan
Name
|
Mortgage
Loan Cut‑off
Date Balance
|
% of Initial
Pool Balance
|
Pari Passu
Companion
Loan Cut-off
Date Balance
|
Subordinate
Companion
Loan Cut-off
Date Balance
|
Mortgage
Loan LTV
Ratio(2)
|
Whole Loan
LTV Ratio(3)
|
Mortgage
Loan
Underwritten
NCF DSCR(2)
|
Whole Loan
Underwritten
NCF DSCR(3)
|
||||||||
[___]
|
$[___]
|
[___]%
|
$[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]x
|
[___]x
|
||||||||
[___](1)
|
$[___]
|
[___]%
|
$[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]x
|
[___]x
|
||||||||
[___]
|
$[___]
|
[___]%
|
$[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]x
|
[___]x
|
(1) |
[INDICATE THE TRUST SUBORDINATE COMPANION LOAN THAT IS INCLUDED IN THE ISSUING ENTITY.]
|
(2) |
Calculated including the related pari passu companion loans but excluding the related subordinate companion loan.
|
(3) |
Calculated including the related pari passu companion loans and the related subordinate companion loan.
|
Loan
Name
|
Transaction/Pooling
and Servicing
Agreement
|
% of
Initial
Pool
Balance
|
Master
Servicer
|
Special
Servicer
|
Trustee
|
Certificate
Administrator
and
Custodian
|
Directing
Certificate-
holder
|
Operating
Advisor
|
Asset
Representations
Reviewer
|
|||||||||
[(1) |
Does not reflect the [__] mortgage loan, a servicing shift mortgage loan. With respect to the servicing shift mortgage loan, after the securitization of the related controlling pari passu companion
loan, the mortgage loan will be a non-serviced mortgage loan, and the related servicing shift master servicer and related servicing shift special servicer under the related servicing shift pooling and servicing agreement will be
entitled to a primary servicing fee and special servicing fee, respectively, as will be set forth in such related servicing shift pooling and servicing agreement.]
|
(2) |
The entity with the heading “Directing Party” above reflects the party entitled to exercise control and consultation rights with respect to the related mortgage loan until such party’s rights are
terminated pursuant to the related pooling and servicing agreement or intercreditor agreement, as applicable.
|
(3) |
The initial Directing Party is the holder of the controlling subordinate companion loan, who will have certain control and consultation rights with respect to the related mortgage loan until the
occurrence of a control appraisal period pursuant to the related intercreditor agreement. During the control appraisal period, the directing certificateholder (or equivalent entity) under the identified servicing agreement is
expected to exercise such control and consultation rights until such rights are terminated pursuant to such servicing agreement.
|
|
The mortgage loans will have the following approximate characteristics as of the cut‑off date:
|
All Mortgage
Loans
|
|||
Initial Pool Balance
|
$[___]
|
||
Number of mortgage loans
|
[___]
|
||
Number of Mortgaged Properties
|
[___]
|
||
Range of Cut-off Date Balances
|
$[___] to $[___]
|
||
Average Cut-off Date Balance
|
$[___]
|
||
Range of Mortgage Rates
|
[___]% to [___]%
|
||
Weighted average Mortgage Rate
|
[___]%
|
||
Range of original terms to maturity
|
[___] months to [___] months
|
||
Weighted average original term to maturity
|
[___] months
|
||
Range of remaining terms to maturity
|
[___] months to [___] months
|
||
Weighted average remaining term to maturity
|
[___] months
|
||
Range of original amortization term(2)
|
[___] months to [___] months
|
||
Weighted average original amortization term(2)
|
[___] months
|
||
Range of remaining amortization terms(2)
|
[___] months to [___] months
|
||
Weighted average remaining amortization term(2)
|
[___] months
|
||
Range of LTV Ratios
|
[___]% to [___]%
|
||
Weighted average LTV Ratio
|
[___]%
|
||
Range of LTV Ratios as of the maturity date
|
[___]% to [___]%
|
||
Weighted average LTV Ratio as of the maturity date
|
[___]%
|
||
Range of UW NCF DSCR
|
[___]x to [___]x
|
||
Weighted average UW NCF DSCR
|
[___]x
|
||
Range of UW NOI Debt Yield
|
[___]% to [___]%
|
||
Weighted average UW NOI Debt Yield
|
[___]%
|
||
Percentage of Initial Pool Balance consisting of:
|
|||
Interest Only-Balloon
|
[___]%
|
||
Balloon(3)
|
[___]%
|
||
Interest Only
|
[___]%
|
||
ARD-Interest Only
|
[___]%
|
||
ARD-Interest Only-Balloon
|
[___]%
|
||
ARD-Balloon
|
[___]%
|
||
|
|
* |
[THESE ARE REPRESENTATIVE CHARACTERISTICS THAT WILL VARY FROM DEAL TO DEAL]
|
(1) |
Subject to a permitted variance of plus or minus [5]%.
|
(2) |
Does not include mortgage loans that pay interest-only until their maturity dates or anticipated repayment dates.
|
(3) |
Does not include interest-only mortgage loans or partial interest-only mortgage loans.
|
[#] |
[Insert appropriate footnotes to identify material clarifications and explanations for the specific assets in the mortgage pool.]
|
[#] |
In the case of the [__] mortgage loans, collectively representing approximately [__]% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, each of which has one or
more pari passu companion loans [or a subordinate companion loan that are not included in the issuing entity, the debt
|
|
service coverage ratios, loan-to-value ratios and debt yield have been calculated including the related pari passu companion loans but
excluding the related subordinate companion loan.
|
[#] |
Debt service coverage ratios are calculated using the average of the principal and interest payments for the first twelve payment periods of the mortgage loan following the cut-off date (but without
regard to any leap year adjustments), provided that (i) in the case of a mortgage loan that provides for interest-only payments through maturity or its anticipated repayment date, as applicable, such items are calculated based on
the interest payments scheduled to be due on the first due date following the cut-off date and the 11 due dates thereafter for such mortgage loan and (ii) in the case of a mortgage loan that provides for an initial interest-only
period that ends prior to maturity or its anticipated repayment date, as applicable, and provides for scheduled amortization payments thereafter, such items are calculated based on the monthly payment of principal and interest
payable immediately following the expiration of the interest-only period.
|
|
[All] of the mortgage loans accrue interest on an actual/360 basis. [Describe alternative basis.]
|
|
For further information regarding the mortgage loans, see “Description of the Mortgage Pool”.
|
Modified and Refinanced Loans |
As of the cut-off date, [none] of the mortgage loans were modified due to a delinquency.
|
|
Several of the mortgage loans were refinancings of loans in default at the time of refinancing and/or otherwise involved discounted pay-offs or used to finance the purchase of an REO property at a
loss in connection with the origination of the mortgage loan as described below:
|
|
[INSERT RELEVANT INFORMATION]
|
|
See “Description of the Mortgage Pool—Loan Purpose; Default History, Bankruptcy Issues and Other Proceedings”.
|
Projections of Future Income] |
[With respect to [__] of the mortgaged properties, representing approximately [__]% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (by allocated loan amount), such mortgaged properties
(i) were constructed or the subject of a major renovation that was completed within 12 calendar months prior to the cut-off date and, therefore, the related mortgaged property has no prior operating history, (ii) have a borrower
or an affiliate under the related mortgage loan that acquired the related mortgaged property within 12 calendar months prior to the cut-off date and such borrower or affiliate was unable to provide the related mortgage loan seller
with historical financial information for such acquired mortgaged property or (iii) are single tenant properties subject to triple-net leases with the related tenant where the related borrower did not provide the related mortgage
loan seller with historical financial information for the related mortgaged property.]
|
|
See “Description of the Mortgage Pool”.
|
Underwriting Standards |
[Certain of the mortgage loans may vary from the underwriting guidelines described under “Transaction Parties—The Sponsors and Mortgage Loan Sellers”. See “Transaction Parties—The Sponsors and Mortgage Loan Sellers—German American
|
|
Capital Corporation—Exceptions”. [Describe the nature of any material exceptions granted by the originator to its underwriting guidelines, including the number and percentage of loans
with such exceptions.] See “Description of the Mortgage Pool—Exceptions to Underwriting Guidelines”.]
|
Denominations |
The offered certificates with certificate balances that are initially offered and sold to purchasers will be issued in minimum denominations of $[____] and integral multiples of $1 in excess of $[____]. The certificates with
notional amounts will be issued, maintained and transferred only in minimum denominations of authorized initial notional amounts of not less than $[_____] and in integral multiples of $1 in excess of $[_____].
|
Settlement |
Each class of offered certificates will initially be registered in the name of Cede & Co., as nominee of The Depository Trust Company, or DTC.
|
|
You may hold offered certificates through: (1) DTC in the United States; or (2) Clearstream Banking, Luxembourg or Euroclear Bank, as operator of the Euroclear System. Transfers within DTC,
Clearstream Banking, Luxembourg or Euroclear Bank, as operator of the Euroclear System, will be made in accordance with the usual rules and operating procedures of those systems.
|
|
We may elect to terminate the book‑entry system through DTC (with the consent of the DTC participants), Clearstream Banking, Luxembourg or Euroclear Bank, as operator of the Euroclear System, with
respect to all or any portion of any class of the offered certificates.
|
|
“Description of the Certificates—Delivery, Form, Transfer and Denomination—Book‑Entry Registration”.
|
[Credit Risk Retention |
For a discussion on the manner in which [NAME OF SPONSORS REQUIRED TO SATISFY RISK RETENTION] have satisfied their credit risk retention requirements, see “Credit Risk Retention”.]
|
Certificateholders |
On each distribution date, the certificate administrator will prepare and make available to each certificateholder of record, initially expected to be Cede & Co., a statement as to the distributions being made on that date.
Additionally, under certain circumstances, certificateholders of record may be entitled to certain other information regarding the issuing entity. See “Description of the Certificates—Reports to
Certificateholders; Certain Available Information”.
|
Deal Information/Analytics |
Certain information concerning the mortgage loans and the certificates may be available to subscribers through the following services:
|
• |
[Identify third party analysis providers to be used.]
|
• |
The certificate administrator’s website initially located at www.[_____].com
|
• |
The master servicer’s website initially located at www.[_____].com
|
Optional Termination |
On any distribution date on which the aggregate principal balance of the pool of mortgage loans is less than [___]%, certain entities specified in this 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 this prospectus.
|
|
The issuing entity may also be terminated in connection with a voluntary exchange of all the then-outstanding certificates (other than the Class [ARD], Class [__] and Class [R] certificates) for the
mortgage loans held by the issuing entity, provided that (i) the Classes [_________], Class [PEZ] and Class [____] certificates are no longer outstanding, (ii) there is only one holder
(or multiple holders acting unanimously) of the outstanding certificates (other than the Class [ARD], Class [__] and Class [R] certificates) and (iii) the master servicer consents to the exchange.
|
|
[Insert any series specific events that may trigger a liquidation or amortization of the asset pool, or otherwise alter the transaction structure or flow of funds in accordance with Item
1103(a)(3)(vii) of Regulation AB.]
|
|
See “Pooling and Servicing Agreement—Termination; Retirement of Certificates”.
|
Substitutions of Mortgage
Loans; Loss of Value
Payment
|
Under certain circumstances, the related mortgage loan seller may be obligated to (i) repurchase (without payment of any yield maintenance charge or prepayment premium) or substitute for an affected mortgage loan from the
issuing entity or (ii) make a cash payment that would be deemed sufficient to compensate the issuing entity in the event of a document defect or a breach of a representation and warranty made by the related mortgage loan seller
with respect to the mortgage loan in the mortgage loan purchase agreement that materially and adversely affects the value of the mortgage loan, the value of the related mortgaged property or the interests of any certificateholders
in the mortgage loan or mortgaged property or causes the mortgage loan to be other than a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended (but without regard to the
rule of Treasury regulations Section 1.860G-2(f)(2) that causes a defective loan to be treated as a “qualified mortgage”). See “Description of the Mortgage Loan Purchase Agreements”.
|
Sale of Defaulted Loans |
Pursuant to the pooling and servicing agreement, the special servicer is required to solicit offers for defaulted serviced mortgage loans (or a defaulted serviced whole loan) and/or
|
|
related REO properties and accept the first (and, if multiple offers are received, the highest) cash offer from any person that constitutes a fair price for the defaulted serviced mortgage loan (or a
defaulted whole loan) or related REO property, determined as described in “Pooling and Servicing Agreement—Realization Upon Mortgage Loans” and “—Sale
of Defaulted Loans and REO Properties”, unless the special servicer determines, in accordance with the servicing standard, that rejection of such offer would be in the best interests of the certificateholders and the
related pari passu companion loan holders (as a collective whole as if such certificateholders and such companion loan holders constituted a single lender and, with respect to a whole
loan with a subordinate companion loan, taking into account the subordinate nature of such subordinate companion loan).
|
|
[If a non-serviced mortgage loan with a related pari passu companion loan becomes a defaulted mortgage loan and the special servicer under the related
pooling and servicing agreement for the related pari passu companion loan determines to sell such pari passu companion loan, then that special
servicer will be required to sell such non-serviced mortgage loan together with the related pari passu companion loan in a manner similar to that described above.] [See “Description of the Mortgage Pool—The Whole Loans”.]
|
|
[Any mortgage loan with associated mezzanine financing may be subject to a default-related purchase option on the part of the mezzanine lender.]
|
Tax Status |
Elections will be made to treat designated portions of the issuing entity (exclusive of (a) interest that is deferred after the anticipated repayment date of each mortgage loan with an anticipated repayment date and the excess
interest distribution account and (b) the Class [A], Class [B] and Class [C] trust components and the related distribution account, beneficial ownership of which is represented by the exchangeable certificates and the Class [PEZ]
certificates) as three separate REMICs – the [_______] trust subordinate companion loan REMIC, the lower-tier REMIC and the upper-tier REMIC – for federal income tax purposes.
|
|
In addition, the portions of the issuing entity consisting of (i) the excess interest accrued on the mortgage loan with an anticipated repayment date, beneficial ownership of which is represented by
the [ARD Class] certificates and (ii) the Class [A], Class [B] and Class [C] trust components and the related distribution account, beneficial ownership of which is represented by the exchangeable certificates and the Class
[PEZ] certificates, will be treated as a grantor trust for federal income tax purposes.
|
|
Pertinent federal income tax consequences of an investment in the offered certificates include:
|
• |
Each class of offered certificates (other than the exchangeable certificates, the Class [PEZ] certificates, the [ARD Class] certificates and the Class R certificates) and the trust components will constitute REMIC “regular
interests”.
|
• |
The offered certificates (other than the exchangeable certificates, the Class [PEZ] certificates, the [ARD Class] certificates and the Class R certificates) and the trust components will be treated as newly originated debt
instruments for federal income tax purposes.
|
• |
You will be required to report income on your offered certificates using the accrual method of accounting.
|
• |
It is anticipated that the Class [__] and Class [__] certificates will be issued with original issue discount and that the Class [___] certificates will be issued at a premium for federal income tax purposes.
|
|
See “Material Federal Income Tax Considerations”.
|
Certain ERISA Considerations |
Subject to important considerations described under “Certain ERISA Considerations”, the offered certificates are eligible for purchase by persons investing assets of employee benefit
plans or individual retirement accounts.
|
Legal Investment |
[SPECIFY CLASSES] [None of the] certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended.
|
|
If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on
investment in the certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership, and sale of the certificates.
|
|
The issuing entity will not be registered under the Investment Company Act of 1940, as amended. The issuing entity will be relying on an exclusion or exemption from the definition of “investment
company” under the Investment Company Act of 1940, as amended contained in Section 3(c)(5) of the Investment Company Act of 1940, as amended, or Rule 3a-7 under the Investment Company Act of 1940, as amended, although there may
be additional exclusions or exemptions available to the issuing entity. The issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule under the Dodd‑Frank Act (both as defined
in this prospectus).
|
|
See “Legal Investment”.
|
Ratings |
The offered certificates will not be issued unless each of the offered classes receives a credit rating from one or more of the nationally recognized statistical rating organizations engaged by the depositor to rate the offered
certificates. [The decision not to engage one or more other rating agencies in the rating of certain classes of certificates to be issued in connection with this transaction, may negatively impact the liquidity, market value and
regulatory characteristics of those classes of certificates. Neither the depositor nor any other person or entity will have any duty to notify you if any other nationally recognized statistical
|
|
rating organization issues, or delivers notice of its intention to issue, unsolicited ratings on one or more classes of certificates after the date of this prospectus.]
|
|
See “Risk Factors—Other Risks Relating to the Certificates—Nationally Recognized Statistical Rating Organizations May Assign Different Ratings to the Certificates;
Ratings of the Certificates Reflect Only the Views of the Applicable Rating Agencies as of the Dates Such Ratings Were Issued; Ratings May Affect ERISA Eligibility; Ratings May Be Downgraded” and “Ratings”.
|
• |
COVID-19: Economic conditions and restrictions on enforcing landlord rights due to the COVID-19 pandemic and related governmental countermeasures may adversely affect the borrowers and/or the
tenants and, therefore, the certificates. In addition, the underwriting of certain mortgage loans and the appraisals and property condition reports for certain mortgaged properties were conducted prior to the COVID-19 pandemic and
therefore may not reflect current conditions with respect to the mortgaged properties or the borrowers.
|
• |
Non-Recourse Loans: The mortgage loans are non-recourse loans, and in the event of a default on a mortgage loan, recourse generally may only be had against the specific mortgaged property(ies)
and other assets that have been pledged to secure the mortgage loan. Consequently, payment on the certificates is dependent primarily on the sufficiency of the net operating income or market value of the mortgaged properties, each of
which may be volatile.
|
• |
Borrowers: Frequent and early occurrence of borrower delinquencies and defaults may adversely affect your investment. Bankruptcy proceedings involving borrowers, borrower organizational
structures and additional debt incurred by a borrower or its sponsors may increase risk of loss. In addition, borrowers may be unable to refinance or repay their mortgage loans at the maturity date or anticipated repayment date.
|
• |
Property Performance: Certificateholders are exposed to risks associated with the performance of the mortgaged properties, including location, competition, condition (including environmental
conditions), maintenance, ownership, management, and litigation. Property values may decrease even when current operating income does not. The property type (e.g.,
[IDENTIFY PROPERTY TYPES INCLUDED IN MORTGAGE POOL]) may present additional risks.
|
• |
Loan Concentration: Certain of the mortgage loans represent significant concentrations of the mortgage pool as of the cut-off date. A default on one or more of such mortgage loans may have a
disproportionate impact on the performance of the certificates.
|
• |
Property Type Concentration: Certain property types represent significant concentrations of the mortgaged properties securing the mortgage pool as of the cut-off date, based on allocated loan
amounts. Adverse developments with respect to those property types or related industries may have a disproportionate impact on the performance of the certificates.
|
• |
Other Concentrations: Losses on loans to related borrowers or cross-collateralized and cross-defaulted loan groups, geographical concentration of the mortgaged properties, and concentration of
tenants among the mortgaged properties, may disproportionately affect distributions on the offered certificates.
|
• |
Tenant Performance: The repayment of a commercial or multifamily mortgage loan is typically dependent upon the ability of the related mortgaged property to produce cash flow through the
collection of rents. Therefore, the performance of the mortgage loans will be highly dependent on the performance of tenants and tenant leases.
|
• |
Significant Tenants: Properties that are leased to a single tenant or a tenant that comprises a significant portion of the rental income are disproportionately susceptible to interruptions of
cash flow in the event of a lease expiration or termination or a downturn in the tenant’s business.
|
• |
Underwritten Net Cash Flow: Underwritten net cash flow for the mortgaged properties could be based on incorrect or flawed assumptions.
|
• |
Appraisals: Appraisals may not reflect the current or future market value of the mortgaged properties.
|
• |
Inspections: Property inspections may not identify all conditions requiring repair or replacement.
|
• |
Insurance: The absence or inadequacy of terrorism, fire, flood, earthquake and other insurance may adversely affect payment on the certificates.
|
• |
Zoning: Changes in zoning laws may affect the ability to repair or restore a mortgaged property. Properties or structures considered to be “legal non-conforming” may not be able to be restored
or rebuilt “as-is” following a casualty or loss.
|
• |
Transaction Parties: Conflicts of interest may arise from the transaction parties’ relationships with each other or their economic interests in the transaction.
|
• |
Directing Holder and Companion Holders: Certain certificateholders and companion loan holders have control and/or consent rights regarding the servicing of the mortgage loans and related whole
loans. Such rights include rights to remove and replace the special servicer without cause and/or to direct or recommend the special servicer or non-serviced special servicer to take actions that conflict with the interests of holders
of certain classes of certificates. The right to remove and replace the special servicer may give the directing holder the ability to influence the special servicer’s servicing actions in a manner that may be more favorable to the
directing holder relative to other certificateholders.
|
• |
Limited Obligations: The certificates will only represent ownership interests in the issuing entity, and will not be guaranteed by the sponsors, the depositor or any other person. The issuing
entity’s assets may be insufficient to repay the offered certificates in full.
|
• |
Uncertain Yields to Maturity: The offered certificates have uncertain yields to maturity. Prepayments on the underlying mortgage loans will affect the average lives of the certificates; and
the rate and timing of prepayments may be highly unpredictable. Optional early termination of the issuing entity may also adversely impact your yield or may result in a loss.
|
• |
Rating Agency Feedback: Future events could adversely impact the credit ratings and value of your certificates.
|
• |
Limited Credit Support: Credit support provided by subordination of certain certificates is limited and may not be sufficient to prevent loss on the offered certificates.
|
• |
hospitality properties and casino properties, due to travel limitations implemented by governments and businesses as well as declining interest in travel generally, and current or future closures, whether government mandated or
voluntary;
|
• |
retail properties, due to store closures, either government mandated or voluntary, declining interest in visiting large shared spaces such as shopping malls, restaurants, bars and movie theatres, and tenants (including certain
national and regional chains) refusing to pay rent;
|
• |
self storage properties, due to increasing unemployment rates and a general reduction in disposable income available for non-essential expenses for their tenants, who typically lease space under short-term leases;
|
• |
multifamily properties, due to federal, state and local moratoria on eviction proceedings and other mandated tenant forbearance programs, as well as increasing unemployment rates;
|
• |
industrial properties, due to restrictions or shutdowns of tenant operations at such properties or as a result of general financial distress of such tenants;
|
• |
properties with significant tenants that operate co-working or office-sharing spaces, due to restrictions on such spaces or declining interest in such spaces by their users, who typically are unaffiliated and license or sublease
space for shorter durations; and
|
• |
properties with significant tenants with executed leases but not yet in place and whose leases are conditioned on tenant improvements being completed, the delivery of premises, or the vacancy of a current tenant by a date certain,
due to lack of access to the mortgaged property and disruptions in labor and the global supply chain.
|
• |
the age, design and construction quality of the properties;
|
• |
perceptions regarding the safety, convenience and attractiveness of the properties;
|
• |
the characteristics and desirability of the area where the property is located;
|
• |
the strength and nature of the local economy, including labor costs and quality, tax environment and quality of life for employees;
|
• |
the proximity and attractiveness of competing properties;
|
• |
the adequacy of the property’s management and maintenance;
|
• |
increases in interest rates, real estate taxes and operating expenses at the property and in relation to competing properties;
|
• |
an increase in the capital expenditures needed to maintain the properties or make improvements;
|
• |
a decline in the businesses operated by tenants or in their financial condition;
|
• |
an increase in vacancy rates; and
|
• |
a decline in rental rates as leases are renewed or entered into with new tenants.
|
• |
national or regional economic conditions, including plant closings, military base closings, industry slowdowns and unemployment rates;
|
• |
local real estate conditions, such as an oversupply of competing properties, retail space, office space, multifamily housing or hotel capacity;
|
• |
demographic factors;
|
• |
consumer confidence;
|
• |
consumer tastes and preferences;
|
• |
political factors;
|
• |
environmental factors;
|
• |
seismic activity risk;
|
• |
retroactive changes in building codes;
|
• |
changes or continued weakness in specific industry segments;
|
• |
location of certain mortgaged properties in less densely populated or less affluent areas; and
|
• |
the public perception of safety for customers and clients.
|
• |
the length of tenant leases (including that in certain cases, all or substantially all of the tenants, or one or more sole, anchor or other major tenants, at a particular mortgaged property may have leases that expire or permit the
tenant(s) to terminate its lease during the term of the loan);
|
• |
the quality and creditworthiness of tenants;
|
• |
tenant defaults;
|
• |
in the case of rental properties, the rate at which new rentals occur; and
|
• |
the property’s “operating leverage”, which is generally the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues, and the level of capital expenditures
required to maintain the property and to retain or replace tenants.
|
• |
space in the mortgaged properties could not be leased or re-leased or substantial re-leasing costs were required and/or the cost of performing landlord obligations under existing leases materially increased;
|
• |
leasing or re-leasing is restricted by exclusive rights of tenants to lease the mortgaged properties or other covenants not to lease space for certain uses or activities, or covenants limiting the types of tenants to which space may
be leased;
|
• |
a significant tenant were to become a debtor in a bankruptcy case;
|
• |
rental payments could not be collected for any other reason; or
|
• |
a borrower fails to perform its obligations under a lease resulting in the related tenant having a right to terminate such lease.
|
• |
the financial effect of the absence of rental income may be severe;
|
• |
more time may be required to re-lease the space; and
|
• |
substantial capital costs may be incurred to make the space appropriate for replacement tenants.
|
• |
if the borrower for the applicable mortgaged property allows uses at the mortgaged property in violation of use restrictions in current tenant leases,
|
• |
if the borrower or any of its affiliates owns other properties within a certain radius of the mortgaged property and allows uses at those properties in violation of use restrictions,
|
• |
if the related borrower fails to provide a designated number of parking spaces,
|
• |
if there is construction at the related mortgaged property or an adjacent property (whether or not such adjacent property is owned or controlled by the borrower or any of its affiliates) that may interfere with visibility of, access
to or a tenant’s use of the mortgaged property or otherwise violate the terms of a tenant’s lease,
|
• |
upon casualty or condemnation with respect to all or a portion of the mortgaged property that renders such mortgaged property unsuitable for a tenant’s use or if the borrower fails to rebuild such mortgaged property within a certain
time,
|
• |
if a tenant’s use is not permitted by zoning or applicable law,
|
• |
if the tenant is unable to exercise an expansion right,
|
• |
if the landlord defaults on its obligations under the lease,
|
• |
if a landlord leases space at the mortgaged property or within a certain radius of the mortgaged property to a competitor,
|
• |
if the tenant fails to meet certain sales targets or other business objectives for a specified period of time,
|
• |
if significant tenants at the subject property go dark or terminate their leases, or if a specified percentage of the mortgaged property is unoccupied,
|
• |
if the landlord violates the tenant’s exclusive use rights for a specified period of time,
|
• |
in the case of government sponsored tenants, any time or for lack of appropriations, or
|
• |
if the related borrower violates covenants under the related lease or if third parties take certain actions that adversely affect such tenants’ business or operations.
|
• |
the physical attributes of the building in relation to competing buildings (e.g., age, condition, design, appearance, access to transportation and ability to offer certain amenities, such as
sophisticated building systems and/or business wiring requirements);
|
• |
the adaptability of the building to changes in the technological needs of the tenants;
|
• |
an adverse change in population, patterns of telecommuting or sharing of office space, and employment growth (which creates demand for office space); and
|
• |
in the case of medical office properties, the performance of a medical office property may depend on (a) the proximity of such property to a hospital or other healthcare establishment, (b) reimbursements for patient fees from private
or government sponsored insurers, (c) its ability to attract doctors and nurses to be on staff, and (d) its ability to afford and acquire the latest medical equipment. Issues related to reimbursement (ranging from nonpayment to delays
in payment) from such insurers could adversely impact cash flow at such mortgaged property.
|
• |
the quality of property management;
|
• |
the ability of management to provide adequate maintenance and insurance;
|
• |
the types of services or amenities that the property provides;
|
• |
the property’s reputation;
|
• |
the level of mortgage interest rates, which may encourage tenants to purchase rather than lease housing;
|
• |
the generally short terms of residential leases and the need for continued reletting;
|
• |
rent concessions and month-to-month leases, which may impact cash flow at the property;
|
• |
the tenant mix, such as the tenant population being predominantly students or being heavily dependent on workers from a particular business or industry or personnel from or workers related to a local military base or oil and/or gas
drilling industries;
|
• |
in the case of student housing facilities or properties leased primarily to students, which may be more susceptible to damage or wear and tear than other types of multifamily housing, the reliance on the financial well-being of the
college or university to which it relates, competition from on campus housing units and new competitive student housing properties, which may adversely affect occupancy, the physical layout of the housing, which may not be readily
convertible to traditional multifamily use, and that student tenants have a higher turnover rate than other types of multifamily tenants, which in certain cases is compounded by the fact that student leases are available for periods of
less than 12 months;
|
• |
certain multifamily properties may be considered to be “flexible apartment properties”. Such properties have a significant percentage of units leased to tenants under short-term leases (less than one year in term), which creates a
higher turnover rate than for other types of multifamily properties;
|
• |
restrictions on the age of tenants who may reside at the property;
|
• |
dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs, which vouchers may be used at other properties and influence tenant mobility;
|
• |
adverse local, regional or national economic conditions, which may limit the amount of rent that may be charged and may result in a reduction of timely rent payments or a reduction in occupancy levels;
|
• |
state and local regulations, which may affect the building owner’s ability to increase rent to market rent for an equivalent apartment; and
|
• |
the existence of government assistance/rent subsidy programs, and whether or not they continue and provide the same level of assistance or subsidies.
|
• |
rent limitations that would adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses; and
|
• |
tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates.
|
• |
the primary dependence of a borrower upon maintenance payments and any rental income from units or commercial areas to meet debt service obligations;
|
• |
the initial concentration of shares relating to occupied rental units of the sponsor, owner or investor after conversion from rental housing, which may result in an inability to meet debt service obligations on the residential
cooperative corporation’s mortgage loan if the sponsor, owner or investor is unable to make the required maintenance payments;
|
• |
the failure of a borrower to qualify for favorable tax treatment as a “cooperative housing corporation” each year, which may reduce the cash flow available to make payments on the related mortgage loan; and
|
• |
that, upon foreclosure, in the event a cooperative property becomes a rental property, certain units could be subject to rent control, stabilization and tenants’ rights laws, at below market rents, which may affect rental income
levels and the marketability and sale proceeds of the rental property as a whole.
|
• |
adverse economic and social conditions, either local, regional or national (which may limit the amount that can be charged for a room and reduce occupancy levels);
|
• |
continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;
|
• |
ability to convert to alternative uses which may not be readily made;
|
• |
a deterioration in the financial strength or managerial capabilities of the owner or operator of a hospitality property;
|
• |
changes in travel patterns caused by general adverse economic conditions, fear of terrorist attacks, adverse weather conditions, pandemics and changes in access, energy prices, strikes, travel costs, relocation of highways, the
construction of additional highways, concerns about travel safety or other factors; and
|
• |
relative illiquidity of hospitality investments which limits the ability of the borrowers and property managers to respond to changes in economic or other conditions.
|
• |
the continued existence and financial strength of the franchisor or hotel management company;
|
• |
the public perception of the franchise or hotel chain service mark; and
|
• |
the duration of the franchise licensing or management agreements.
|
• |
decreased demand;
|
• |
lack of proximity to apartment complexes or commercial users;
|
• |
apartment tenants moving to single family homes;
|
• |
decline in services rendered, including security;
|
• |
dependence on business activity ancillary to renting units;
|
• |
security concerns;
|
• |
age of improvements; or
|
• |
competition or other factors.
|
• |
reduced demand for industrial space because of a decline in a particular industry segment;
|
• |
the property becoming functionally obsolete;
|
• |
building design and adaptability;
|
• |
unavailability of labor sources;
|
• |
changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;
|
• |
changes in proximity of supply sources;
|
• |
the expenses of converting a previously adapted space to general use; and
|
• |
the location of the property.
|
• |
the number of competing residential developments in the local market, such as: other manufactured housing community properties apartment buildings and site built single family homes;
|
• |
the physical attributes of the community, including its age and appearance;
|
• |
the location of the manufactured housing property;
|
• |
the presence and/or continued presence of sufficient manufactured homes at the manufactured housing property (manufactured homes are not generally part of the collateral for a mortgaged loan secured by a manufactured housing
property; rather, the pads upon which manufactured homes are located are leased to the owners of such manufactured homes; manufactured homes may be moved from a manufactured housing property);
|
• |
the type of services or amenities it provides;
|
• |
any age restrictions;
|
• |
the property’s reputation; and
|
• |
state and local regulations, including rent control and rent stabilization.
|
• |
responding to changes in the local market;
|
• |
planning and implementing the rental structure;
|
• |
operating the property and providing building services;
|
• |
managing operating expenses; and
|
• |
assuring that maintenance and capital improvements are carried out in a timely fashion.
|
• |
if a borrower that owns or controls several mortgaged properties (whether or not all of them secure mortgage loans in the mortgage pool) experiences financial difficulty at one mortgaged property, it could defer maintenance at
another mortgaged property in order to satisfy current expenses with respect to the first mortgaged property;
|
• |
a borrower could also attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting debt service payments on the mortgage loans in the mortgage pool secured by that borrower’s mortgaged
properties (subject to the master servicer’s and the trustee’s obligation to make advances for monthly payments) for an indefinite period; and
|
• |
mortgaged properties owned by the same borrower or related borrowers are likely to have common management, common general partners and/or common managing members increasing the risk that financial or other difficulties experienced by
such related parties could have a greater impact on the pool of mortgage loans. See “—A Bankruptcy Proceeding May Result in Losses and Delays in Realizing on the Mortgage Loans” below.
|
• |
future laws, ordinances or regulations will not impose any material environmental liability; or
|
• |
the current environmental condition of the mortgaged properties will not be adversely affected by tenants or by the condition of land or operations in the vicinity of the mortgaged properties (such as underground storage tanks).
|
• |
the physical attributes of the health club (e.g., its age, appearance and layout);
|
• |
the reputation, safety, convenience and attractiveness of the property to users;
|
• |
management’s ability to control membership growth and attrition;
|
• |
competition in the tenant’s marketplace from other health clubs and alternatives to health clubs; and
|
• |
adverse changes in economic and social conditions and demographic changes (e.g., population decreases or changes in average age or income), which may result in decreased demand.
|
• |
the number of rentable parking spaces and rates charged;
|
• |
the location of the lot or garage and, in particular, its proximity to places where large numbers of people work, shop or live;
|
• |
the amount of alternative parking spaces in the area;
|
• |
the availability of mass transit; and
|
• |
the perceptions of the safety, convenience and services of the lot or garage.
|
• |
war;
|
• |
revolution;
|
• |
terrorism;
|
• |
nuclear, biological or chemical materials;
|
• |
governmental actions;
|
• |
floods and other water related causes;
|
• |
earth movement, including earthquakes, landslides and mudflows;
|
• |
wet or dry rot;
|
• |
vermin; and
|
• |
domestic animals.
|
• |
in a case where terrorism coverage is included under a policy, if the terrorist attack is, for example, nuclear, biological or chemical in nature, the policy may include an exclusion that precludes coverage for such terrorist attack;
|
• |
in certain cases, particularly where land values are high, the insurable value (at the time of origination of the mortgage loan) of the mortgaged property may be significantly lower than the principal balance of the mortgage loan;
|
• |
with respect to mortgaged properties located in flood prone areas where flood insurance is required, the related mortgaged property may only have federal flood insurance (which only covers up to $500,000), not private flood
insurance, and the related mortgaged property may suffer losses that exceed the amounts covered by the federal flood insurance;
|
• |
the mortgage loan documents may limit the requirement to obtain related insurance to where the premium amounts are “commercially reasonable” or a similar limitation; and
|
• |
if reconstruction or major repairs are required, changes in laws may materially affect the borrower’s ability to effect any reconstruction or major repairs and/or may materially increase the costs of the reconstruction or repairs and
insurance may not cover or sufficiently compensate the insured.
|
• |
a title insurer will have the ability to pay title insurance claims made upon it;
|
• |
the title insurer will maintain its present financial strength; or
|
• |
a title insurer will not contest claims made upon it.
|
• |
changes in governmental regulations, zoning or tax laws;
|
• |
potential environmental or other legal liabilities;
|
• |
the availability of refinancing; and
|
• |
changes in interest rate levels.
|
• |
property values and surrounding areas have likely changed since origination; origination standards at the time the mortgage loans were originated may have been different than current origination standards;
|
• |
the business circumstances and financial condition of the related borrowers and tenants may have changed since the mortgage loans were originated;
|
• |
the environmental circumstances at the mortgaged properties may have changed since the mortgage loans were originated;
|
• |
the physical condition of the mortgaged properties or improvements may have changed since origination; and
|
• |
the circumstances of the mortgaged properties, the borrower and the tenants may have changed in other respects since.
|
• |
the borrower (or its constituent members) may have difficulty servicing and repaying multiple financings;
|
• |
the existence of other financings will generally also make it more difficult for the borrower to obtain refinancing of the related mortgage loan (or whole loan, if applicable) or sell the related mortgaged property and may thereby
jeopardize repayment of the mortgage loan (or whole loan, if applicable);
|
• |
the need to service additional financings may reduce the cash flow available to the borrower to operate and maintain the mortgaged property and the value of the mortgaged property may decline as a result;
|
• |
if a borrower (or its constituent members) defaults on its mortgage loan and/or any other financing, actions taken by other lenders such as a suit for collection, foreclosure or an involuntary petition for bankruptcy against the
borrower could impair the security available to the issuing entity, including the mortgaged property, or stay the issuing entity’s ability to foreclose during the course of the bankruptcy case;
|
• |
the bankruptcy of another lender also may operate to stay foreclosure by the issuing entity; and
|
• |
the issuing entity may also be subject to the costs and administrative burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.
|
• |
the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these other obligations and that the value of the mortgaged property may fall as a
result; and
|
• |
the risk that it may be more difficult for the borrower to refinance these loans or to sell the related mortgaged property for purposes of making any balloon payment on the entire balance of such loans and the related additional debt
at maturity or anticipated repayment date.
|
• |
what proceedings are required for foreclosure;
|
• |
whether the borrower and any foreclosed junior lienors may redeem the property and the conditions under which these rights of redemption may be exercised;
|
• |
whether and to what extent recourse to the borrower is permitted; and
|
• |
what rights junior mortgagees have and whether the amount of fees and interest that lenders may charge is limited.
|
• |
the availability of, and competition for, credit for commercial, multifamily or manufactured housing community real estate projects, which fluctuate over time;
|
• |
the prevailing interest rates;
|
• |
the net operating income generated by the mortgaged property;
|
• |
the fair market value of the related mortgaged property;
|
• |
the borrower’s equity in the related mortgaged property;
|
• |
significant tenant rollover at the related mortgaged properties (see “—Retail Properties Have Special Risks” and “—Office Properties Have Special Risks”
above);
|
• |
the borrower’s financial condition;
|
• |
the operating history and occupancy level of the mortgaged property;
|
• |
reductions in applicable government assistance/rent subsidy programs;
|
• |
the tax laws; and
|
• |
prevailing general and regional economic conditions.
|
Whole Loan
|
Servicing Pooling and
Servicing Agreement
|
Controlling Noteholder
|
Directing Holder
|
|||
• |
a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;
|
• |
these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties; and
|
• |
affiliates of the managers and/or the borrowers, or the managers and/or the borrowers themselves, also may own other properties, including competing properties.
|
• |
the availability of alternative investments that offer higher yields or are perceived as being a better credit risk than CMBS, or as having a less volatile market value or being more liquid than CMBS;
|
• |
legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount or types of CMBS that it may acquire or require it to maintain increased capital or reserves as a result of its investment in
CMBS;
|
• |
increased regulatory compliance burdens imposed on CMBS or securitizations generally, or on classes of securitizers, that may make securitization a less attractive financing option for commercial mortgage loans; and
|
• |
investors’ perceptions of commercial real estate lending or CMBS, which may be adversely affected by, among other things, a decline in real estate values or an increase in defaults and foreclosures on commercial mortgage loans.
|
• |
are based on, among other things, the economic characteristics of the mortgaged properties and other relevant structural features of the transaction;
|
• |
do not represent any assessment of the yield to maturity that a certificateholder may experience;
|
• |
reflect only the views of the respective rating agencies as of the date such ratings were issued;
|
• |
may be reviewed, revised, suspended, downgraded, qualified or withdrawn entirely by the applicable rating agency as a result of changes in or unavailability of information;
|
• |
may have been determined based on criteria that included an analysis of historical mortgage loan data that may not reflect future experience;
|
• |
may reflect assumptions by such rating agencies regarding performance of the mortgage loans that are not accurate, as evidenced by the significant amount of downgrades, qualifications and withdrawals of ratings assigned to previously
issued CMBS by the hired rating agencies and other nationally recognized statistical rating organizations during the recent credit crisis; and
|
• |
do not consider to what extent the offered certificates will be subject to prepayment or that the outstanding principal amount of any class of offered certificates will be prepaid.
|
• |
the purchase price for the certificates;
|
• |
the rate and timing of principal payments on the mortgage loans (both voluntary and involuntary), and the allocation of principal prepayments to the respective classes of offered certificates with certificate balances; and
|
• |
the allocation of shortfalls and losses on the mortgage loans to the respective classes of offered certificates.
|
• |
a class of certificates that entitles the holders of those certificates to a disproportionately larger share of the prepayments on the mortgage loans increases the “call risk” or the likelihood of early retirement of that class if
the rate of prepayment is relatively fast; and
|
• |
a class of certificates that entitles the holders of the certificates to a disproportionately smaller share of the prepayments on the mortgage loans increases the likelihood of “extension risk” or an extended average life of that
class if the rate of prepayment is relatively slow.
|
• |
the terms of the mortgage loans, including, the length of any prepayment lockout period and the applicable yield maintenance charges and prepayment premiums and the extent to which the related mortgage loan terms may be practically
enforced;
|
• |
the level of prevailing interest rates;
|
• |
the availability of credit for commercial real estate;
|
• |
the master servicer’s or special servicer’s ability to enforce yield maintenance charges and prepayment premiums;
|
• |
the failure to meet certain requirements for the release of escrows;
|
• |
the occurrence of casualties or natural disasters; and
|
• |
economic, demographic, tax, legal or other factors.
|
Interest-Only
Class of
Certificates
|
Underlying Class or
Trust Components
|
|
• |
At the time of a proposed exchange, a certificateholder must own exchangeable certificates in the requisite exchangeable proportion to make the desired exchange (as described under “Description of
the Certificates—Exchanges of Exchangeable Certificates”).
|
• |
A certificateholder that does not own exchangeable certificates in the requisite exchangeable proportion may be unable to obtain the necessary exchangeable certificates or may be able only to exchange the portion (if any) of its
exchangeable certificates that represents an exchangeable proportion. Another certificateholder may refuse to sell its certificates at a reasonable (or any) price or may be unable to sell them, or certificates may have been purchased or
placed into other financial structures and thus may be unavailable. Such circumstances may prevent you from obtaining exchangeable certificates in the proportions necessary to effect an exchange.
|
• |
Exchanges will no longer be permitted following the date when the then-current principal balance of the Class [A], Class [B], and Class [C] trust components (and, correspondingly, to the extent
|
• |
Certificates may only be held in authorized denominations.
|
(i) |
may have special relationships and interests that conflict with those of holders of one or more classes of certificates;
|
(ii) |
may act solely in the interests of the holders of the controlling class (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement governing
the servicing of such non-serviced mortgage loan)
|
(iii) |
does not have any duties to the holders of any class of certificates other than the controlling class (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and
servicing agreement governing the servicing of such non-serviced mortgage loan);
|
(iv) |
may take actions that favor the interests of the holders of the controlling class (or, in the case of a non-serviced mortgage loan, the controlling class of the securitization trust formed under the pooling and servicing agreement
governing the servicing of such non-serviced mortgage loan) over the interests of the holders of one or more other classes of certificates; and
|
(v) |
will have no liability whatsoever (other than to a controlling class certificateholder) for having so acted as set forth in clauses (i) – (iv) above, and that no certificateholder may take any action whatsoever against the directing
certificateholder or the directing certificateholder under the pooling and servicing agreement governing the servicing of a non-serviced mortgage loan or any of their respective affiliates, directors, officers, employees, shareholders,
members, partners, agents or principals for having so acted.
|
• |
may have special relationships and interests that conflict with those of holders of one or more classes of certificates;
|
• |
may act solely in its own interests, without regard to your interests;
|
• |
do not have any duties to any other person, including the holders of any class of certificates;
|
• |
may take actions that favor its interests over the interests of the holders of one or more classes of certificates; and
|
• |
will have no liability whatsoever for having so acted and that no certificateholder may take any action whatsoever against the companion loan holder or its representative or any director, officer, employee, agent or principal of the
companion loan holder or its representative for having so acted.
|
• |
Wars, revolts, terrorist attacks, armed conflicts, energy supply or price disruptions, political crises, pandemics, natural disasters, civil unrest, riots and/or protests and man-made disasters may have an adverse effect on the
mortgaged properties and/or your certificates; and
|
• |
Trading activity associated with indices of CMBS may drive spreads on those indices wider than spreads on CMBS, thereby resulting in a decrease in value of such CMBS, including your certificates, and spreads on those indices may be
affected by a variety of factors, and may or may not be affected for reasons involving the commercial and multifamily real estate markets and may be affected for reasons that are unknown and cannot be discerned.
|
• |
Investors should be aware, and in some cases are required to be aware, of the investor diligence requirements that apply in the EU (the “EU Due Diligence Requirements”) under Regulation (EU) 2017/2402 (as amended, the “EU
Securitization Regulation”), and in the UK (the “UK Due Diligence Requirements”) under Regulation (EU) 2017/2402, as it forms part of UK domestic law by virtue of the EUWA, and as amended by the Securitization (Amendment)
(EU Exit) Regulations 2019 (the “UK Securitization Regulation”), in addition to any other regulatory requirements that are (or may become) applicable to them and/or with respect to their investment in the certificates.
|
• |
The EU Due Diligence Requirements apply to “institutional investors” (as defined in the EU Securitization Regulation), being (subject to certain conditions and exceptions) (a) institutions for occupational retirement provision; (b)
credit institutions (as defined in Regulation (EU) No 575/2013, as amended (the “CRR”)); (c) alternative investment fund managers who manage and/or market alternative investment funds in the EU; (d) investment firms (as defined
in the CRR); (e) insurance and reinsurance undertakings; and (f) management companies of UCITS funds (or internally managed UCITS); and the EU Due Diligence Requirements apply also to certain consolidated affiliates of such credit
institutions and investment firms. Each such institutional investor and each relevant affiliate is referred to herein as an “EU Institutional Investor”.
|
• |
The UK Due Diligence Requirements apply to “institutional investors” (as defined in the UK Securitization Regulation) being (subject to certain conditions and exceptions): (a) insurance undertakings and reinsurance undertakings as
defined in the FSMA; (b) occupational pension schemes as defined in the Pension Schemes Act 1993 that have their main administration in the UK, and certain fund managers of such schemes; (c) alternative investment fund
|
|
managers as defined in the Alternative Investment Fund Managers Regulations 2013 which market or manage alternative investment funds in the UK; (d) UCITS as defined in the FSMA, which
are authorized open ended investment companies as defined in the FSMA, and management companies as defined in the FSMA; and (e) CRR firms as defined in Regulation (EU) No 575/2013 as it forms part of UK domestic law by virtue of the
EUWA; and the UK Due Diligence Requirements apply also to certain consolidated affiliates of such CRR firms. Each such institutional investor and each relevant affiliate is referred to herein as a “UK Institutional Investor”.
|
• |
EU Institutional Investors and UK Institutional Investors are referred to together as “Institutional Investors.” EU Securitization Regulation and UK Securitization Regulation are each a “Securitization Regulation” and
EU Due Diligence Requirements and UK Due Diligence Requirements are each “Due Diligence Requirements”, and a reference to the “applicable Securitization Regulation” or “applicable Due Diligence Requirements” means, in relation to
an Institutional Investor, as the case may be, the Securitization Regulation or the Due Diligence Requirements to which such Institutional Investor is subject. In addition, for the purpose of the following paragraph, a reference to a
“third country” means (i) in respect of an EU Institutional Investor and the EU Securitization Regulation, a country other than an EU member state, or (ii) in respect of a UK Institutional Investor and the UK Securitization Regulation,
a country other than the UK.
|
• |
The applicable Due Diligence Requirements restrict an Institutional Investor from investing in a securitization unless:
|
(a) |
in each case, it has verified that the originator, sponsor or original lender will retain, on an ongoing basis, a material net economic interest of not less than five percent. in the securitization, determined in accordance with
Article 6 of the applicable Securitization Regulation, and the risk retention is disclosed to the Institutional Investor (the “Risk Retention Requirements”);
|
(b) |
in the case of an EU Institutional Investor, it has verified that the originator, sponsor or SSPE has, where applicable, made available the information required by Article 7 of the EU Securitization Regulation (the “EU
Transparency Requirements”) in accordance with the frequency and modalities provided for thereunder;
|
(c) |
in the case of a UK Institutional Investor, it has verified that the originator, sponsor or securitization special purpose entity:
|
(i) |
if established in the UK has, where applicable, made available the information required by Article 7 of the UK Securitization Regulation (the “UK Transparency Requirements”) in accordance with the frequency and modalities
provided for thereunder; and
|
(ii) |
if established in a third country has, where applicable, made available information which is substantially the same as that which it would have made available under the UK Transparency Requirements if it had been established in the
UK, and has done so with such frequency and modalities as are substantially the same as those with which it would have made information available if it had been established in the UK; and
|
(d) |
in each case, it has verified that, where the originator or original lender either (i) is not a credit institution or an investment firm (each as defined in the applicable Securitization Regulation) or (ii) is established in a third
country, the originator or original lender grants all the credits giving rise to the underlying exposures on the basis of sound and well-defined criteria and clearly established processes for approving, amending, renewing and financing
those credits and has effective systems in place to apply those criteria and processes in
|
|
order to ensure that credit-granting is based on a thorough assessment of the obligor’s creditworthiness.
|
• |
The applicable Due Diligence Requirements further require that an Institutional Investor carry out a due diligence assessment which enables it to assess the risks involved prior to investing, including but not limited to the risk
characteristics of the individual investment position and the underlying assets and all the structural features of the securitization that can materially impact the performance of the investment. In addition, pursuant to the applicable
Securitization Regulation, while holding an exposure to a securitization, an Institutional Investor is subject to various monitoring obligations in relation to such exposure, including but not limited to: (i) establishing appropriate
written procedures to monitor compliance with the due diligence requirements and the performance of the investment and of the underlying assets; (ii) performing stress tests on the cash flows and collateral values supporting the
underlying assets; (iii) ensuring internal reporting to its management body; and (iv) being able to demonstrate to its competent authorities, upon request, that it has a comprehensive and thorough understanding of the investment and
underlying assets and that it has implemented written policies and procedures for the risk management and as otherwise required by the applicable Securitization Regulation.
|
• |
Failure on the part of an Institutional Investor to comply with the applicable Due Diligence Requirements may result in various penalties including, in the case of those investors subject to regulatory capital requirements, the
imposition of a punitive capital charge in respect of the investment in the securitization acquired by the relevant investor. Aspects of the requirements and what is or will be required to demonstrate compliance to national regulators
remain unclear.
|
• |
Prospective investors should make themselves aware of the applicable Due Diligence Requirements described above (and any corresponding implementing rules of their regulator), where applicable to them, in addition to any other
applicable regulatory requirements with respect to their investment in the certificates.
|
• |
None of the originators, the sponsors, the depositor or the issuing entity intends to retain a material net economic interest in the securitization constituted by the issuance of the certificates in a manner that would satisfy the
Risk Retention Requirements or to take any other action that may be required by Institutional Investors for the purposes of their compliance with either of the applicable Due Diligence Requirements, and no such person assumes (i) any
obligation to so retain or take any such other action or (ii) any liability whatsoever in connection with any certificateholder’s non-compliance with the applicable Due Diligence Requirements. Consequently, the certificates are not a
suitable investment for Institutional Investors. As a result, the price and liquidity of the certificates in the secondary market may be adversely affected. This could adversely affect your ability to transfer your certificates or the
price you may receive upon your sale of your certificates. Each investor should evaluate the impact any such non-compliance may have on it.
|
• |
Changes in federal banking and securities laws, including those resulting from the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in the United States, may have an adverse effect on
issuers, investors or other participants in the asset-backed securities markets. In particular, capital regulations issued by the U.S. banking regulators in 2013 implement the increased capital requirements established under the Basel
Accord and are being phased in over time. These capital regulations eliminate reliance on credit ratings and otherwise alter, and in most cases increase, the capital requirements imposed on depository institutions and their holding
companies, including with respect to ownership of asset‑backed securities such as CMBS. Further changes in capital requirements have been announced by the Basel Committee on Banking Supervision and it is uncertain when such changes will
be implemented in the United States. When fully implemented in the United States, these changes may have an adverse effect with respect to
|
|
investments in asset-backed securities, including CMBS. As a result of these regulations, investments in CMBS such as the certificates by financial institutions subject to bank capital regulations may
result in greater capital charges to these financial institutions and these new regulations may otherwise adversely affect the treatment of CMBS for their regulatory capital purposes.
|
• |
Section 619 of the Dodd‑Frank Act (such statutory provision together with the implementing regulations, the “Volcker Rule”) generally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank
holding companies and many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i) engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a
“covered fund” and (iii) entering into certain relationships with such funds. Under the Volcker Rule, unless otherwise jointly determined otherwise by specified federal regulators, a “covered fund” does not include an issuer that may
rely on an exclusion or exemption from the definition of “investment company” under the Investment Company Act other than the exclusions contained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act.
|
• |
The issuing entity will be relying on an exclusion or exemption under the Investment Company Act contained in Section 3(c)(5) of the Investment Company Act or Rule 3a-7 under the Investment Company Act, although there may be
additional exclusions or exemptions available to the issuing entity. Accordingly, the issuing entity is being structured so as not to constitute a “covered fund” for purposes of the Volcker Rule. The general effects of the Volcker Rule
remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiary or other bank affiliate, should consult its own legal advisors regarding such matters and other effects of the Volcker
Rule.
|
• |
The Financial Accounting Standards Board has adopted changes to the accounting standards for structured products. These changes, or any future changes, may affect the accounting for entities such as the issuing entity, could under
certain circumstances require an investor or its owner generally to consolidate the assets of the issuing entity in its financial statements and record third parties’ investments in the issuing entity as liabilities of that investor or
owner or could otherwise adversely affect the manner in which the investor or its owner must report an investment in CMBS for financial reporting purposes.
|
• |
For purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended, no class of certificates will constitute “mortgage related securities”.
|
Seller
|
Number of Mortgage
Loans
|
Aggregate Cut-Off Date
Balance of Mortgage
Loans
|
Approx. % of Initial Pool
Balance
|
|||
[___]
|
[___]
|
$[___]
|
[___]%
|
|||
[___]
|
[___]
|
[___]
|
[___]
|
|||
[___]
|
[___]
|
[___]
|
[___]
|
|||
[___]
|
[___]
|
[___]
|
[___]
|
|||
Total
|
[___]
|
$[___]
|
[___]%
|
(1) |
[Add appropriate footnotes.]
|
• |
In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, the Loan‑to‑Value Ratio was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loans and without regard to
any related Subordinate Companion Loan.
|
• |
With respect to each Mortgaged Property identified in “—Appraised Value” below, unless otherwise indicated, the respective Cut-off Date LTV Ratio was calculated using the related
“hypothetical”, “hypothetical as is”, “as complete” or “as-stabilized” Appraised Values, as opposed to the “as‑is” Appraised Value.
|
• |
With respect to each of the Mortgage Loans listed in the following table, the applicable Cut-off Date LTV Ratio was calculated based on its Cut-off Date Balance less a related earnout or holdback reserve. The applicable Cut-off Date
LTV Ratio calculated without adjusting for the related earnout or holdback reserve is as follows:
|
Mortgage Loan Name
|
% of Initial Pool
Balance
|
Un-Adjusted Cut-off
Date LTV Ratio
|
Earnout or Holdback
Reserve Amount
|
Cut-off Date
LTV Ratio |
||||
[___]
|
[__]%
|
[__]%
|
$[___]
|
[__]%
|
||||
[___]
|
[__]%
|
[__]%
|
$[___]
|
[__]%
|
• |
In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Loan-to-Value Ratio at Maturity or ARD was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loans and
without regard to any related Subordinate Companion Loan.
|
• |
In the case of an ARD Loan, the Loan-to-Value Ratio at Maturity or ARD is calculated with respect to the related Balloon Balance on the related Anticipated Repayment Date.
|
• |
With respect to each Mortgaged Property identified in “—Appraised Value” below, unless otherwise indicated, the respective Loan-to-Value Ratio at Maturity or ARD was calculated using the
related “hypothetical”, “hypothetical as is”, “as complete” or “as-stabilized” Appraised Values, as opposed to the “as‑is” Appraised Value.
|
• |
in the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Underwritten NCF Debt Yield was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s) and without
regard to any related Subordinate Companion Loan(s).
|
• |
With respect to each of the Mortgage Loans listed in the following table, the applicable Underwritten NCF Debt Yield was calculated based on its Cut-off Date Balance less a related earnout or holdback reserve. The applicable
Underwritten NCF Debt Yield calculated without adjusting for the related earnout or holdback reserve is as follows:
|
Mortgage Loan Name
|
% of Initial Pool
Balance
|
Un-Adjusted
Underwritten NCF
Debt Yield
|
Earnout or Holdback
Reserve Amount
|
Underwritten NCF
Debt Yield
|
||||
[___]
|
[__]%
|
[__]%
|
$[___]
|
[__]%
|
||||
[___]
|
[__]%
|
[__]%
|
$[___]
|
[__]%
|
• |
In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, the debt yield was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s) and without regard to any
related Subordinate Companion Loan(s).
|
• |
With respect to each of the Mortgage Loans listed in the following table, the applicable Underwritten NOI Debt Yield was calculated based on its Cut-off Date Balance less a related earnout or holdback reserve. The applicable
Underwritten NOI Debt Yield calculated without adjusting for the related earnout or holdback reserve is as follows:
|
Mortgage Loan Name
|
% of Initial Pool
Balance
|
Un-Adjusted
Underwritten NOI
Debt Yield
|
Earnout or Holdback
Reserve Amount
|
Underwritten NOI
Debt Yield
|
||||
[___]
|
[__]%
|
[__]%
|
$[___]
|
[__]%
|
||||
[___]
|
[__]%
|
[__]%
|
$[___]
|
[__]%
|
• |
In the case of a Mortgage Loan that is part of a Whole Loan, unless otherwise indicated, Underwritten Net Cash Flow DSCR was calculated with respect to such Mortgage Loan including any related Pari Passu Companion Loan(s) and without
regard to any related Subordinate Companion Loan(s).
|
Mortgage Loan Name
|
% of Initial Pool
Balance
|
Un-Adjusted
Underwritten NOI
DSCR
|
Earnout or Holdback
Reserve Amount
|
Underwritten NOI
DSCR
|
||||
[___]
|
[___]%
|
[___]x
|
$[___]
|
[___]x
|
||||
[___]
|
[___]%
|
[___]x
|
$[___]
|
[___]x
|
||||
[___]
|
[___]%
|
[___]x
|
$[___]
|
[___]x
|
||||
[___]
|
[___]%
|
[___]x
|
$[___]
|
[___]x
|
||||
[___]
|
[___]%
|
[___]x
|
$[___]
|
[___]x
|
Property Type
|
Number of
Mortgaged
Properties
|
Aggregate
Cut-off Date
Balance(1)
|
Approx. % of
Initial Pool
Balance
|
|||
Retail
|
||||||
[Anchored]
|
[___]
|
$[___]
|
[___]%
|
|||
[Unanchored]
|
[___]
|
[___]
|
[___]
|
|||
Office
|
||||||
[CBD]
|
[___]
|
[___]
|
[___]
|
|||
[Suburban]
|
[___]
|
[___]
|
[___]
|
|||
[Medical]
|
[___]
|
[___]
|
[___]
|
|||
[Data Center]
|
[___]
|
[___]
|
[___]
|
Property Type
|
Number of
Mortgaged
Properties
|
Aggregate
Cut-off Date
Balance(1)
|
Approx. % of
Initial Pool
Balance
|
Multifamily
|
||||||
[Garden]
|
[___]
|
[___]
|
[___]
|
|||
[High Rise]
|
[___]
|
[___]
|
[___]
|
|||
[Mid Rise]
|
[___]
|
[___]
|
[___]
|
|||
[Student Housing]
|
[___]
|
[___]
|
[___]
|
|||
[Senior Housing]
|
[___]
|
[___]
|
[___]
|
|||
Hospitality
|
||||||
[Full Service]
|
[___]
|
[___]
|
[___]
|
|||
[Limited Service]
|
[___]
|
[___]
|
[___]
|
|||
[Select Service]
|
[___]
|
[___]
|
[___]
|
|||
[Extended Stay]
|
[___]
|
[___]
|
[___]
|
|||
Mixed Use
|
||||||
[Retail/Office]
|
[___]
|
[___]
|
[___]
|
|||
[Retail/Parking]
|
[___]
|
[___]
|
[___]
|
|||
[Other]
|
[___]
|
[___]
|
[___]
|
|||
Industrial
|
||||||
[Warehouse/distribution]
|
[___]
|
[___]
|
[___]
|
|||
[Flex]
|
[___]
|
[___]
|
[___]
|
|||
Manufactured Housing
|
[___]
|
[___]
|
[___]
|
|||
Self-Storage
|
[___]
|
[___]
|
[___]
|
|||
Other
|
[___]
|
[___]
|
[___]
|
|||
Total
|
[___]
|
$[___]
|
[___]%
|
(1) |
Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Loan Amounts as set forth in
Annex A‑1.
|
• |
[ADD DISCLOSURES REGARDING OPERATING COVENANTS, IF APPROPRIATE]
|
• |
[ADD OTHER DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
[ADD DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
The [______] Mortgaged Properties ([__]%), have [ADD DISCLOSURES SPECIFICALLY RELATING TO TENANT TYPES (E.G., STUDENTS, MILITARY BASE PERSONNEL, EMPLOYEES OF A PARTICULAR INDUSTRY)]
|
• |
[ADD DISCLOSURES REGARDING PROPERTIES THAT ARE SUBJECT TO:
|
1. |
RESTRICTIONS ON THE AGE OF TENANTS;
|
2. |
GOVERNMENTAL ASSISTANCE/RENT SUBSIDY PROGRAMS SUCH AS THE SECTION 8 TENANT-BASED ASSISTANCE RENTAL CERTIFICATE PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT OR A SIMILAR PROGRAM;
|
3. |
STATE AND LOCAL REGULATIONS, ORDINANCE OR AFFORDABLE HOUSING COVENANTS, WHICH MAY AFFECT THE BUILDING OWNER’S ABILITY TO INCREASE RENT TO MARKET RENT FOR AN EQUIVALENT APARTMENT OR MAY REQUIRE THE BUILDING OWNER TO RENT UNITS TO
INDIVIDUALS MEETING LOW INCOME REQUIREMENTS; AND
|
4. |
ANY TAX CREDIT OR PILOT PROGRAM]
|
• |
[ADD DISCLOSURES REGARDING PROPERTIES THAT ARE RESIDENTIAL COOPERATIVE BUILDINGS AND THE LENDER UNDER THE BUILDING ARE OWNED OR LEASED BY A NON-PROFIT RESIDENTIAL COOPERATIVE CORPORATION]
|
• |
[ADD OTHER DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
[The [______] Mortgaged Properties ([__]%), are flagged hospitality properties that are affiliated with any franchise or hospitality management company through a franchise or management agreement, and describe any material issues
with respect to franchise agreement.]
|
Mortgaged Property
Name
|
Mortgage Loan
Cut-off Date
Balance by
Allocated Loan
Amount
|
Percentage (%)
of the Initial Pool
Balance by
Allocated Loan
Amount
|
Expiration/Termination
of Related
License/ Franchise
Agreement,
Operating
Agreement or
Management
Agreement
|
Maturity Date of
the related
Mortgage Loan
|
Upfront PIP
Reserve
|
|
||||||
[___]
|
$[___]
|
[___]%
|
[___]
|
[___]
|
$[_____]
|
[Yes/No]
|
• |
[The [______] Mortgaged Properties ([__]%), are not flagged hospitality properties];
|
• |
[ADD DISCLOSURES REGARDING PROPERTIES THAT MAY DERIVE A SIGNIFICANT PORTION OF THE REVENUE FROM THE OPERATIONS OF ENTERTAINMENT COMPLEXES THAT INCLUDE RESTAURANTS, LOUNGES, NIGHTCLUBS AND/OR BANQUET AND MEETING SPACES]
|
• |
[ADD DISCLOSURES REGARDING PROPERTIES WITH ANY LIQUOR LICENSING ISSUES]
|
• |
[ADD DISCLOSURES REGARDING MORTGAGED PROPERTIES THAT ARE SUBJECT TO CERTAIN PIP AND OTHER RENOVATION AND REPLACEMENT REQUIREMENTS UNDER THE RELATED FRANCHISE AGREEMENT AND FRANCHISOR PROGRAM REQUIREMENTS] See “—Redevelopment, Renovation and Expansion” below.]
|
• |
[ADD DISCLOSURES REGARDING ANY ISSUES WITH THE FRANCHISE AGREEMENT, LICENSES AND MANAGEMENT AGREEMENT, IF APPROPRIATE]
|
• |
[ADD OTHER DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]]
|
• |
[ADD DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
[Each of the mixed use Mortgaged Properties has one or more retail, office, parking and/or multifamily components.] See “Risk Factors—Risks Relating to the Mortgage Loans—Retail Properties Have
Special Risks”, “—Office Properties Have Special Risks” and “—Multifamily Properties Have Special Risks”, as applicable.
|
• |
[ADD OTHER DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
[ADD DISCLOSURES REGARDING COLD STORAGE FACILITIES]
|
• |
[ADD OTHER DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
[The [___] [(__)] Mortgaged Properties ([__]%), are recreational vehicle resorts or have a significant portion of the properties that are intended for short-term recreational vehicle hook-ups.]
|
• |
[DESCRIBE ANY PORTION OF MANUFACTURED HOUSING COMMUNITY PROPERTIES THAT ARE NOT PART OF THE COLLATERAL OR INCLUDED IN THE UNDERWRITING]
|
• |
[ADD OTHER DISCLOSURES REGARDING THIS PROPERTY TYPE, IF APPROPRIATE]
|
• |
[ADD DISCLOSURES REGARDING PROPERTIES WITH MATERIAL TENANTS THAT OPERATE THEIR SPACE AS SPECIALTY USES]
|
Loan Name
|
Mortgage
Loan Cut-off
Date Balance
|
Approx. % of
Initial Pool
Balance
|
Loan per
Unit(1)
|
UW NCF
DSCR(1)
|
Cut-off
Date LTV
Ratio(1)
|
U/W NOI
Debt Yield
|
Property
Type
|
|||||||
[____________]
|
$[________]
|
[____]%
|
$[_______]
|
[____]x
|
[_____]%
|
[_____]%
|
[______]
|
|||||||
[____________]
|
$[________]
|
[____]%
|
$[_______]
|
[____]x
|
[_____]%
|
[_____]%
|
[______]
|
|||||||
[____________]
|
$[________]
|
[____]%
|
$[_______]
|
[____]x
|
[_____]%
|
[_____]%
|
[______]
|
|||||||
[____________]
|
$[________]
|
[____]%
|
$[_______]
|
[____]x
|
[_____]%
|
[_____]%
|
[______]
|
|||||||
Top 10 Total/Weighted Average
|
$[________]
|
[____]%
|
[____]x
|
[_____]%
|
[_____]%
|
(1) |
In the case of each of the Mortgage Loans that is part of an AB Whole Loan, the calculation of the Loan per Unit, UW NCF DSCR and Cut-off Date LTV Ratio for each such Mortgage Loan is calculated based on the
principal balance, debt service payment and Underwritten Net Cash Flow for the Mortgage Loan included in the issuing entity and the related Pari Passu Companion Loan in the aggregate, but excludes the principal balance and debt service
payment of any related Subordinate Companion Loan.
|
(2) |
[ADD OTHER FOOTNOTES, IF APPROPRIATE]
|
Mortgage Loan/Property Portfolio Names
|
Aggregate Cut-off Date
Balance
|
Approx. % of Initial Pool
Balance
|
||
[____________]
|
$[________]
|
[_______]%
|
||
[____________]
|
[________]
|
[_______]
|
||
[____________]
|
[________]
|
[_______]
|
||
[____________]
|
[________]
|
[_______]
|
||
[____________]
|
[________]
|
[_______]
|
||
Total
|
$[________]
|
[_______]%
|
Mortgage Loan
|
Aggregate
Cut-off Date Principal
Balance
|
Approx.
% of Initial Pool
Balance
|
||
Group [___]:
|
||||
[______]
|
$[______]
|
[______]%
|
||
[______]
|
[______]
|
[______]
|
||
Total for Group [____]:
|
$[______]
|
[______]%
|
||
Group [__]:
|
||||
[______]]
|
$[______]
|
[______]%
|
||
[______]
|
[______]
|
[______]
|
||
Total for Group [__]:
|
$[______]
|
[______]%
|
State(2)
|
Number of Mortgaged Properties
|
Aggregate Cut-off Date Balance
|
% of Initial Pool Balance
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
|||
[___]
|
[___]
|
$[_____]
|
[___]%
|
(1) |
Because this table presents information relating to Mortgaged Properties and not the Mortgage Loans, the information for any Mortgaged Property that is one of multiple Mortgaged Properties securing a particular Mortgage Loan is based
on an Allocated Loan Amount as stated in Annex A-2.
|
(2) |
[ADD APPROPRIATE FOOTNOTES]
|
Property Ownership Interest
|
Number of
Mortgaged
Properties
|
Aggregate Cut-off Date
Balance
|
Approx. % of Initial Pool
Balance
|
|||
Fee(2)
|
[___]
|
$[___]
|
[___]%
|
|||
Leasehold
|
[___]
|
[___]
|
[___]
|
|||
Fee/Leasehold
|
[___]
|
[___]
|
[___]
|
|||
Total
|
[___]
|
$[___]
|
[___]%
|
(1) |
Because this table presents information relating to Mortgaged Properties and not Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on Allocated Loan
Amounts as set forth in Annex A‑2.
|
(2) |
May include mortgaged properties constituting the borrower’s leasehold interest in the mortgaged property along with the corresponding fee interest of the ground lessor in such mortgaged property.
|
• |
THAT WERE REMEDIATED OR ABATED BEFORE THE ORIGINATION DATE OF THE RELATED MORTGAGE LOAN OR ARE ANTICIPATED TO BE REMEDIATED OR ABATED BEFORE THE CLOSING DATE;
|
• |
FOR WHICH AN OPERATIONS AND MAINTENANCE PLAN, ABATEMENT AS PART OF ROUTINE MAINTENANCE OR PERIODIC MONITORING OF THE MORTGAGED PROPERTY OR NEARBY PROPERTIES WILL BE IN PLACE OR RECOMMENDED;
|
• |
FOR WHICH AN ESCROW, GUARANTY OR LETTER OF CREDIT FOR THE REMEDIATION WILL HAVE BEEN ESTABLISHED PURSUANT TO THE TERMS OF THE RELATED MORTGAGE LOAN;
|
• |
FOR WHICH AN ENVIRONMENTAL INSURANCE POLICY WILL HAVE BEEN OBTAINED FROM A THIRD PARTY INSURER;
|
• |
FOR WHICH THE PRINCIPAL OF THE BORROWER OR ANOTHER FINANCIALLY RESPONSIBLE PARTY WILL HAVE PROVIDED AN INDEMNITY OR WILL HAVE BEEN REQUIRED TO TAKE, OR WILL BE LIABLE FOR THE FAILURE TO TAKE, SUCH ACTIONS, IF ANY, WITH RESPECT TO
SUCH MATTERS AS WILL HAVE BEEN REQUIRED BY THE APPLICABLE GOVERNMENTAL AUTHORITY OR RECOMMENDED BY THE ENVIRONMENTAL REPORTS;
|
• |
FOR WHICH SUCH CONDITIONS OR CIRCUMSTANCES HAVE BEEN INVESTIGATED FURTHER AND THE ENVIRONMENTAL CONSULTANT RECOMMENDED NO FURTHER ACTION OR REMEDIATION;
|
• |
AS TO WHICH THE BORROWER OR OTHER RESPONSIBLE PARTY WILL HAVE OBTAINED, OR WILL BE REQUIRED TO OBTAIN POST-CLOSING, A “NO FURTHER ACTION” LETTER
|
|
OR OTHER EVIDENCE THAT GOVERNMENTAL AUTHORITIES WOULD NOT BE REQUIRING FURTHER ACTION OR REMEDIATION;
|
• |
THAT WOULD REQUIRE SUBSTANTIAL CLEANUP, REMEDIAL ACTION OR OTHER EXTRAORDINARY RESPONSE UNDER ENVIRONMENTAL LAWS;
|
• |
AS TO WHICH THE RELATED BORROWER HAS OBTAINED ENVIRONMENTAL INSURANCE; OR
|
• |
FOR WHICH THE RELATED BORROWER WILL HAVE AGREED TO SEEK A “CASE CLOSED” OR SIMILAR STATUS FOR THE ISSUE FROM THE APPLICABLE GOVERNMENTAL AGENCY.]
|
• |
[_____] of the Mortgage Loans, representing approximately [____]% of the Initial Pool Balance, were originated in connection with the borrower’s acquisition of the related Mortgaged Property.
|
• |
[_____] of the Mortgage Loans, representing [____]% of the Initial Pool Balance, were originated in connection with the borrower’s refinancing of a previous mortgage loan. [Insert a disclosure regarding a refinancing of any loan that
was in default or in special servicing at the time of refinancing or subject to a discounted pay-offs or workout.]
|
• |
[[_____] of the Mortgage Loans, representing [____]% of the Initial Pool Balance, were originated in connection with the recapitalization of the sponsor.]
|
• |
[[____] Mortgage Loans, representing approximately [____]% of the Initial Pool Balance, were modified due to previous delinquencies or impending delinquencies.]
|
• |
[ADD DISCLOSURES REGARDING ANY CURRENT MATERIAL TENANT THAT IS OR WAS A PARTY TO BANKRUPTCY PROCEEDINGS]
|
• |
[ADD DISCLOSURES REGARDING ANY MATERIAL PRIOR BORROWER/SPONSOR/GUARANTOR THAT WAS A PARTY TO BANKRUPTCY PROCEEDINGS, FORECLOSURE PROCEEDINGS, DEED-IN-LIEU OF FORECLOSURE TRANSACTIONS AND/OR MORTGAGE LOAN WORKOUTS]
|
• |
[ADD ANY OTHER MATERIAL MORTGAGE LOAN SPECIFIC BANKRUPTCY ISSUES OR PAYMENT OR NON-PAYMENT DEFAULT HISTORY OF THE BORROWER, GUARANTOR, SPONSOR OR ANY OTHER PARTY TO A MORTGAGE LOAN, IF APPROPRIATE.]
|
• |
[_____] of the Mortgaged Properties, securing in whole or in part [__] Mortgage Loans, representing approximately [__]% of the Initial Pool Balance by Allocated Loan Amount are leased to a single tenant.
|
• |
[_____] is one of the five largest tenants by NRSF as set forth in Annex A-1 at [__] of the mortgaged properties securing [_____] Mortgage Loans, representing in the aggregate approximately [__]% of the aggregate principal balance of
the pool of Mortgage Loans as of the Cut‑off Date by Allocated Loan Amount.
|
• |
[ADD DISCLOSURES REGARDING SINGLE TENANTS, IF APPROPRIATE].
|
• |
In certain cases, the lease of a single tenant, major tenant or anchor tenant at a multi-tenanted Mortgaged Property expires prior to the maturity date of the related Mortgage Loan.
|
Mortgaged Property Name
|
% of the Initial Pool Balance by
Allocated Loan Amount
|
Lease Expiration Date
|
Maturity Date
|
|||
[___]
|
[___]%
|
[___]
|
[___]
|
• |
With respect to the Mortgaged Properties shown in the table below, one or more leases representing 50% or greater of the net rentable square footage of the related Mortgaged Property (excluding Mortgaged Properties leased to a single
tenant and set forth in the bullet above) expire in a single calendar year prior to, or the same year as, the maturity of the related Mortgage Loan. There may be other Mortgaged Properties as to which leases representing at least 50% or
greater of the net rentable square footage of the related Mortgaged Property expire over several calendar years prior to maturity of the related Mortgage Loan.
|
Mortgaged Property Name
|
Tenant Name
|
% of the Initial Pool
Balance by
Allocated Loan
Amount
|
% of NRSF
Expiring
|
Date of Expiration
|
Maturity Date
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
|||||
[___]
|
[___]
|
[___]%
|
[___]%
|
[___]
|
[___]
|
• |
In addition, with respect to certain other Mortgaged Properties, there are leases that represent in the aggregate a material portion (but less than 50%) of the net rentable square footage of the related Mortgaged Property that expire
in a single calendar year prior to, or shortly after, the maturity of the related Mortgage Loan.
|
• |
[ADD DISCLOSURES REGARDING OTHER TENANT LEASE EXPIRATION ISSUES, IF APPROPRIATE]
|
Mortgage Loan Name
|
% of the
Initial Pool
Balance by
Allocated
Loan Amount
|
Tenant Name
|
% of Net
Rentable Area
|
|||
[________]
|
[__]%
|
[________]
|
[__]%
|
|||
[________]
|
[__]%
|
[________]
|
[__]%
|
|||
[________]
|
[__]%
|
[________]
|
[__]%
|
• |
[ADD DISCLOSURES REGARDING TENANTS OF THE MORTGAGED PROPERTIES THAT HAVE EXECUTED LEASES, BUT HAVE NOT YET TAKEN OCCUPANCY OR HAVE SIGNED A LETTER OF INTENT BUT NOT EXECUTED A LEASE WITH RESPECT TO THE RELATED SPACE.]
|
• |
[ADD DISCLOSURES REGARDING TENANTS WHOSE LEASE TERMS ARE UNDER NEGOTIATION BUT NOT YET SIGNED.]
|
• |
[ADD DISCLOSURES REGARDING TENANTS THAT ARE IN RENT ABATEMENT PERIODS.]
|
• |
[ADD OTHER DISCLOSURES REGARDING TENANT ISSUES, IF APPROPRIATE.]
|
• |
[INSERT ANY PURCHASE OPTIONS AND RIGHTS OF FIRST REFUSAL.]
|
Property Name
|
Cut-off Date Balance
|
Percentage Of Initial Pool
Balance
|
Tenant/Lease Guarantor
|
Lease Type
|
||||
%
|
||||||||
%
|
||||||||
%
|
||||||||
%
|
||||||||
%
|
||||||||
%
|
||||||||
%
|
(1) |
The tenant may cancel the Credit Lease under certain circumstances in the event of a casualty or condemnation [(or, with respect to the [______] Mortgage Loan, condemnation only)] of the related Mortgaged
Property without the payment of the outstanding principal amount of the related Credit Lease Loan plus all accrued interest. The related borrower has obtained an insurance policy to cover the occurrences of certain rent abatement or
termination rights of the tenant.
|
(2) |
The borrower is responsible for structural repairs. Monthly reserves have been established and are taken from the tenant’s lease payments to cover this obligation.
|
Mortgage Loan
|
Lease Enhancement Policy Issuer
|
___ Financial Strength Rating
|
||
• |
[ADD DISCLOSURES REGARDING ANY MORTGAGED PROPERTIES THAT ARE SUBJECT TO AFFILIATED LEASES.]
|
• |
[OTHER MORTGAGED PROPERTIES MAY HAVE TENANTS THAT ARE AFFILIATED WITH THE RELATED BORROWER BUT THOSE TENANTS DO NOT REPRESENT MORE THAN [___]% OF THE GROSS INCOME OR NET RENTABLE AREA OF THE RELATED MORTGAGED PROPERTY.]
|
• |
With respect to the [____] Mortgage Loans ([__]%), the related borrower may rely on the single tenant’s insurance or self-insurance, so long as the single tenant’s lease is in effect and no default has occurred under the lease and
the tenant’s insurance meets the requirements under the related loan documents. If the single tenant fails to provide acceptable insurance coverage, the borrower must obtain or provide supplemental coverage to meet the requirements
under the loan documents.
|
• |
[List any other issues related to insurance maintained at any of the Mortgaged Properties.]
|
• |
[DESCRIBE ANY MORTGAGED PROPERTIES THAT ARE SUBJECT TO RESTRICTIONS ON CURRENT USE.]
|
Mortgage
Loan Name
|
% of Initial
Pool
Balance
|
Cut-off Date LTV
Ratio ([“As-
Stabilized”][“As-
Hypothetical”])
|
Maturity Date
LTV Ratio ([“As-
Stabilized”][“As-
Hypothetical”])
|
[[“As-
Stabilized”][“As-
Hypothetical”]
Appraised Value]
|
Cut-off
Date LTV
Ratio (“As-Is”)
|
Maturity
Date LTV
Ratio (“As-Is”)
|
“As-Is”
Appraised
Value
|
[__]
|
[__]%
|
[__]%
|
[__]%
|
$[__]
|
[__]%
|
[__]%
|
$[__]
|
• |
With respect to the [___] Mortgage Loan ([__]%), the related loan documents provide that the Mortgage Loan is not fully recourse to a separate non-recourse carveout guarantor for voluntary transfers of either the Mortgaged Property
or equity interests in the related borrower made in
|
• |
[The non-recourse carveout provisions contained in certain of the Mortgage Loan documents may also limit the liability of the non-recourse carveout guarantor for certain monetary obligations or covenants related to the use and
operation of the Mortgaged Property to the extent that there is sufficient cash flow generated by the Mortgaged Property and made available to the related borrower and/or non-recourse carveout guarantor to take or prevent such required
action.]
|
• |
[LIST ANY OTHER ISSUES RELATING TO NON-RECOURSE CARVE-OUT LIMITATIONS]
|
• |
[ADD DISCLOSURES RELATING TO ANY MORTGAGED PROPERTIES THAT ARE SUBJECT TO ANY TAX INCENTIVE OR ABATEMENT PROGRAM.]
|
Delinquency Period (Days)
|
Number of Mortgage
Loans
|
Aggregate Cut-Off Date Balance of the
Mortgage Loans
|
Percentage of Total
|
|||
0-30
|
||||||
31-60
|
||||||
61-90
|
||||||
91-120
|
Due Date
|
Default
Grace
Period Days
|
Number of
Mortgage Loans
|
Aggregate
Principal Balance of
Mortgage Loans
|
Approx. % of
Initial Pool
Balance
|
||||
• |
will be released to the related borrower upon satisfaction by the related borrower of certain performance related conditions, which may include, in some cases, meeting debt service coverage ratio levels and/or satisfying leasing
conditions; and
|
• |
if not so released, may, at the discretion of the lender, prior to loan maturity (or earlier loan default or loan acceleration), be drawn on and/or applied to prepay the subject Mortgage Loan if such performance related conditions
are not satisfied within specified time periods.
|
Open Periods (Payments)
|
Number of Mortgage Loans
|
% of Initial Pool Balance
|
||
Total
|
100.0%
|
• |
no event of default has occurred;
|
• |
the proposed transferee is creditworthy and has sufficient experience in the ownership and management of properties similar to the Mortgaged Property;
|
• |
a Rating Agency Confirmation has been obtained from each of the Rating Agencies;
|
• |
the transferee has executed and delivered an assumption agreement evidencing its agreement to abide by the terms of the Mortgage Loan together with legal opinions and title insurance endorsements; and
|
• |
the assumption fee has been received (which assumption fee will be paid as described under “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses”, but will
in no event be paid to the Certificateholders); however, certain of the Mortgage Loans allow the borrower to sell or otherwise transfer the related Mortgaged Property a limited number of times without paying an assumption fee.
|
Lockbox Type
|
Number of
Mortgage Loans
|
Approx. % of
Initial Pool
Balance
|
||
Springing Lockbox
|
||||
Hard Lockbox
|
||||
Soft Lockbox
|
||||
None
|
||||
Total:
|
• |
substantially all of the Mortgage Loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related Mortgaged Property;
|
• |
the borrowers under certain of the Mortgage Loans have incurred and/or may incur in the future unsecured debt other than in the ordinary course of business;
|
• |
any borrower that is not required pursuant to the terms of the applicable Mortgage Loan documents to meet single purpose entity criteria may not be restricted from incurring unsecured debt or mezzanine debt;
|
• |
the terms of certain Mortgage Loans permit the borrowers to post letters of credit and/or surety bonds for the benefit of the mortgagee under the Mortgage Loans, which may constitute a contingent reimbursement obligation of the
related borrower or an affiliate. The issuing bank or surety will not typically agree to subordination and standstill protection benefiting the mortgagee;
|
• |
although the Mortgage Loans generally place certain restrictions on incurring mezzanine debt by the pledging of general partnership and managing member equity interests in a borrower, such as specific percentage or control
limitations, the terms of the Mortgage Loan documents generally permit, subject to certain limitations, the pledge of the limited partnership or non-managing membership equity interests in a borrower or less than a controlling interest
of any other equity interests in a borrower; and
|
• |
certain of the Mortgage Loans do not restrict the pledging of ownership interests in the borrower, but do restrict the transfer of ownership interests in a borrower by imposing limitations on transfer of control or a specific
percentage of ownership interests.
|
Mortgage Loan Name
|
Mortgage
Loan Cut-off
Date Balance
|
Mezzanine Debt
Cut-off Date
Balance
|
Companion Loan
Cut-off Date
Balance
|
Cut-off Date
Total Debt
Balance
|
Cut-off Date
Wtd. Avg.
Total Debt
Interest Rate(1)
|
Cut-off Date
Mortgage
Loan LTV
Ratio(2)
|
Cut-off
Date Total
Debt LTV
Ratio(1)
|
Cut-off Date
Mortgage Loan
Underwritten
NCF DSCR(2)
|
Cut-off Date
Total Debt
Underwritten
NCF DSCR(1)
|
|||||||||
[___]
|
$[___]
|
$[___]
|
$[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]%
|
[___]x
|
[___]x
|
|||||||||
[___]
|
$[___]
|
$[___]
|
$[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]%
|
[___]x
|
[___]x
|
(1) |
[Calculated including the mezzanine debt and [any related Companion Loan (including any related Subordinate Companion Loan)]
|
(2) |
Calculated including any related Pari Passu Companion Loan (but without regard to any Subordinate Companion Loan)]
|
Mortgage Loan Name
|
Mortgage Loan
Cut-off Date
Balance
|
Combined
Maximum LTV
Ratio
|
Combined
Minimum
DSCR
|
Combined
Minimum Debt
Yield
|
Intercreditor
Agreement
Required
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
|||||
[___]
|
$[___]
|
[___]%
|
[___]x
|
[___]%
|
[___]
|
• |
[With respect to [___] Mortgage Loans, representing approximately [_____]% the Initial Pool Balance, each borrower has secured and/or unsecured debt payable to an affiliate of that borrower (“Affiliate Debt”) in addition to
the debt under the Mortgage Loan. For each Mortgage Loan with Affiliate Debt, the Affiliate Debt creditor has entered into a subordination agreement with the lender acknowledging that the Affiliate Debt is non-foreclosable and
non-defaultable and imposing limits on the borrower’s ability to incur any further subordinate debt. Payments on that Affiliate Debt are required to be made solely out of excess cash flow after monthly payments of principal and interest
have been made and any reserves required by the terms of the related Mortgage Loans have been funded as required under the Mortgage Loan documents. Additionally [__] other Mortgage Loans which do not currently have Affiliate Debt,
representing approximately [____]% of the Initial Pool Balance, permit the related borrower to incur Affiliate Debt under certain circumstances.
|
• |
[DESCRIBE ANY OTHER UNSECURED INDEBTEDNESS OF THE BORROWER OR PERMITTED FUTURE UNSECURED INDEBTEDNESS]
|
Mortgage Loan
|
Note(s)
|
Original
Balance ($)
|
Cut-off Date
Balance ($)
|
Current or Anticipated
Holder of Note(s)(1)
|
Control
Note
(Yes/No)
|
[___]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
Mortgage Loan
Name
|
Mortgage
Loan
Cut‑off Date
Balance
|
% of Initial
Pool Balance
|
Pari Passu
Companion
Loan Cut-off
Date Balance
|
Subordinate
Companion
Loan Cut-off
Date Balance
|
Mortgage
Loan LTV
Ratio(2)
|
Whole Loan
LTV Ratio(3)
|
Mortgage
Loan
Underwritten
NCF DSCR(2)
|
Whole Loan
Underwritten
NCF DSCR(3)
|
||||||||
[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]x
|
||||||||||||
[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]x
|
||||||||||||
[___]
|
$[___]
|
[___]%
|
[___]%
|
[___]x
|
(1) |
[INDICATE THE TRUST SUBORDINATE COMPANION LOAN THAT IS INCLUDED IN THE ISSUING ENTITY.]
|
(2) |
Calculated including the related Pari Passu Companion Loan(s) but excluding any related Trust Subordinate Companion Loan(s).
|
(3) |
Calculated including the related Pari Passu Companion Loan(s) and any related Trust Subordinate Companion Loan(s).
|
• |
the Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference
over any portion of the other or security therefor;
|
• |
all payments, proceeds and other recoveries on or in respect of the Serviced Pari Passu Whole Loan or the related Mortgaged Property will be applied to the Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu
Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of
amounts for required reserves or escrows required by the related Mortgage Loan documents and payment and reimbursement rights of the master servicer, the special servicer, the operating advisor, the asset representations reviewer, the
certificate administrator, the depositor and the trustee) in accordance with the terms of the Pari Passu Serviced Intercreditor Agreement and the PSA; and
|
• |
costs, fees, expenses, losses and shortfalls relating to the Serviced Pari Passu Whole Loan will be allocated, on a pro rata and pari passu basis, to
the Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan in accordance with the terms of the Pari Passu Serviced Intercreditor Agreement and the PSA.
|
• |
any workout or other change to an AB Whole Loan that would result in any modification of, or waiver with respect to, an AB Whole Loan that would result in the extension of the maturity date or extended maturity date of the AB Loan, a
reduction in the interest rate borne thereby or the monthly debt service payment or a deferral or a forgiveness of interest on or principal of an AB Whole Loan or a modification or waiver of any other monetary term of an AB Whole Loan
(including reserve requirements) or a modification or waiver of any material non-monetary provision of an AB Whole Loan, including but not limited to provisions which restrict the related borrower or its equity owners from incurring
additional indebtedness or transferring interests in the Mortgaged Property or the related borrower;
|
• |
any modification of, or waiver with respect to, an AB Whole Loan that would result in a discounted pay-off of the related Trust Subordinate Companion Loan;
|
• |
any foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of the Mortgaged Property or any acquisition of the Mortgaged Property by deed-in-lieu of foreclosure or any other
exercise of remedies following an AB Material Event of Default;
|
• |
any material direct or indirect sale of all or any material portion of the Mortgaged Property or REO Property other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no
material lender discretion;
|
• |
any substitution, release or addition of collateral for an AB Whole Loan other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion;
|
• |
any release of the related borrower or guarantor from liability with respect to an AB Whole Loan including, without limitation, by acceptance of an assumption of an AB Whole Loan by a successor borrower or replacement guarantor other
than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion;
|
• |
any determination (1) not to enforce a “due-on-sale” or “due–on–encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the related
borrower) or (2) accelerate an AB Whole Loan (other than automatic accelerations pursuant to the related Mortgage Loan documents);
|
• |
any transfer of the Mortgaged Property or any portion of the Mortgaged Property, or any transfer of any direct or indirect ownership interest in the related borrower, other than those required pursuant to the specific terms of the
related Mortgage Loan documents and for which there is no material lender discretion;
|
• |
any incurring of additional debt by the related borrower, including the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and
any waiver of or amendment or modification to the terms of any such document or agreement or incurring of mezzanine financing by any beneficial owner of the related borrower, including the terms of any document evidencing or securing
any such mezzanine debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement (other than those required
pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion);
|
• |
the waiver or modification of any documentation relating to the guarantor’s obligations under the guaranty;
|
• |
the releases of any escrows or reserve accounts other than those required pursuant to the specific terms of the related Mortgage Loan documents and for which there is no material lender discretion; and
|
• |
any approval of a “major lease” (as defined in the Mortgage Loan documents).]
|
• |
the Non-Serviced Mortgage Loan and the Non-Serviced Companion Loan are of equal priority with each other and no portion of either of them will have priority or preference over any portion of the other or security therefor;
|
• |
all payments, proceeds and other recoveries on or in respect of the Non-Serviced Whole Loan or the related Mortgaged Property will be applied to the Non-Serviced Mortgage Loan and the Non-Serviced Companion Loan on a pro rata and pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment of amounts for required
reserves or escrows required by the related Mortgage Loan documents and payment and reimbursement rights of the Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Trustee, the Non-Serviced Operating
Advisor, the Non-Serviced Asset
|
• |
costs, fees, expenses, losses and shortfalls relating to the Non-Serviced Whole Loan will be allocated, on a pro rata and pari passu basis, to the
Non-Serviced Mortgage Loan and the Non-Serviced Companion Loan in accordance with the terms of the Non-Serviced Intercreditor Agreement and the Non-Serviced PSA.
|
• |
comparing the information in the GACC Data Tape against various source documents provided by GACC that are described above under “—Data Tape”;
|
• |
comparing numerical information regarding the GACC Mortgage Loans and the related Mortgaged Properties disclosed in this prospectus against the GACC Data Tape; and
|
• |
recalculating certain percentages, ratios and other formulae relating to the GACC Mortgage Loans disclosed in this prospectus.
|
• |
Taxes – An initial deposit and monthly escrow deposits equal to approximately 1/12th of the estimated annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide DBRI with
sufficient funds to satisfy all taxes and assessments. DBRI may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to
single tenant) and the tenant pays taxes directly (or DBRI may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that pays taxes for its portion of the Mortgaged Property directly); or (ii) any
Escrow/Reserve Mitigating Circumstances.
|
• |
Insurance – An initial deposit and monthly escrow deposits equal to approximately 1/12th of the estimated annual property insurance premium are required to provide DBRI with sufficient funds to pay all insurance premiums. DBRI may
waive this escrow requirement in certain circumstances, including, but not limited to: (i) the borrower maintains a blanket insurance policy; (ii) the Mortgaged Property is a single tenant property (or substantially leased to single
tenant) and the tenant maintains the property insurance or self-insures (or may waive the escrow for a portion of the Mortgaged Property which is leased to a tenant that maintains property insurance for its portion of the Mortgaged
Property or self‑insures); or (iii) any Escrow/Reserve Mitigating Circumstances.
|
• |
Replacement Reserves – Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan. Annual replacement reserves are generally
underwritten to the suggested replacement reserve amount from an independent, third-party property condition or engineering report, or to certain minimum requirements by property type. DBRI may waive this escrow requirement in certain
circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant) and the tenant repairs and maintains the Mortgaged Property (or may waive the escrow for a
portion of the Mortgaged Property which is leased to a tenant that repairs and maintains its portion of the Mortgaged Property); or (ii) any Escrow/Reserve Mitigating Circumstances.
|
• |
Tenant Improvement/Lease Commissions – A tenant improvement/leasing commission reserve may be required to be funded either at loan origination and/or during the related mortgage loan term and/or springing upon certain tenant events
to cover certain anticipated leasing commissions, free rent periods or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants. DBRI may waive this escrow requirement in certain
circumstances, including, but not limited to: (i) the Mortgaged Property is a single tenant property (or substantially leased to single tenant), with a lease that extends beyond the loan term; or (ii) any Escrow/Reserve Mitigating
Circumstances.
|
• |
Deferred Maintenance – A deferred maintenance reserve may be required to be funded at loan origination in an amount equal to 100% to 125% of the estimated cost of material immediate repairs or replacements identified in the property
condition or engineering report. DBRI may waive this escrow requirement in certain circumstances, including, but not limited to: (i) the sponsor of the borrower delivers a guarantee to complete the immediate repairs; (ii) the deferred
maintenance items do not materially impact the function, performance or value of the property; (iii) the deferred maintenance cost does not exceed $50,000; (iv) the Mortgaged Property is a single tenant property (or substantially leased
to single tenant), and the tenant is responsible for the repairs; or (v) any Escrow/Reserve Mitigating Circumstances.
|
• |
Environmental Remediation – An environmental remediation reserve may be required at loan origination in an amount equal to 100% to 125% of the estimated remediation cost identified in the environmental report. DBRI may waive this
escrow requirement in certain circumstances, including, but not limited to: (i) the sponsor of the borrower delivers a
|
% of principal balance
|
Check if Registered
|
Name of Originator
|
Total Assets in ABS by Originator(1)
|
Assets That Were Subject of Demand
|
Assets That Were Repurchased or Replaced
|
Assets Pending Repurchase or Replacement (due to expired cure period)
|
Demand in Dispute
|
Demand Withdrawn
|
Demand Rejected
|
Notes
|
||||||||||||||
#
|
$
|
% of
principal
balance
|
#
|
$
|
% of
principal
balance
|
#
|
$
|
% of principal balance
|
#
|
$
|
% of
principal
balance
|
#
|
$
|
% of
principal
balance
|
#
|
$
|
#
|
$
|
% of
principal
balance
|
|||||
Class of Certificates
|
[Estimated Range of] Certificate Balance of
Retained Certificates and Their Fair Values(1)
|
|
Class [__]
|
[____]% to [_____]%
$[_____] to $[_____] |
|
Class [__]
|
[____]% to [_____]%
$[_____] to $[_____] |
|
Class [__]
|
[____]% to [_____]%
$[_____] to $[_____] |
(1) |
The fair value of the applicable certificate balance of the indicated class of certificates expressed as a percentage of the fair value of all of the certificates issued by the issuing entity. For a
description of the manner in which the sponsor determined the fair value of the certificates, see “—Determination of Amount of Required Credit Risk Retention”.
|
Class of Certificates
|
Certificate Balance(1)
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
(1) |
Represents [__]% of each class of certificates issued by the issuing entity. [IF ONE OR MORE 20% ORIGINATORS PURCHASES A PORTION OF THE TOTAL CERTIFICATE BALANCE OF THE INDICATED CLASSES OF CERTIFICATES, A
SEPARATE CERTIFICATE BALANCE COLUMN WILL BE INCLUDED FOR EACH ENTITY PURCHASING A PORTION OF THE REQUIRED VERTICAL INTEREST.]
|
Class of Certificates
|
Certificate Balance(1)
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
|
Class [__]
|
$[_____]
|
(1) |
Represents [__]% of each class of certificates issued by the issuing entity. [IF ONE OR MORE 20% ORIGINATORS PURCHASES A PORTION OF THE TOTAL CERTIFICATE BALANCE OF THE INDICATED CLASSES OF CERTIFICATES, A
SEPARATE CERTIFICATE BALANCE COLUMN WILL BE INCLUDED FOR EACH ENTITY PURCHASING A PORTION OF THE REQUIRED VERTICAL INTEREST.]
|
Class of Certificates
|
[Estimated Range of] Fair Value of Certificate Balance(1)
|
|
Class [__]
|
N/A
|
|
Class [__]
|
N/A
|
|
Class [__]
|
N/A
|
|
Class [__]
|
[____]% to [_____]%
$[_____] to $[_____] |
|
Class [__]
|
[____]% to [_____]%
$[_____] to $[_____] |
|
Class [__]
|
[____]% to [_____]%
$[_____] to $[_____] |
(1) |
The fair value of the applicable certificate balance of the indicated class of certificates expressed as a percentage of the fair value of all of the certificates issued by the issuing entity. For a
description of the manner in which the sponsor determined the fair value of the certificates, see “‑Determination of Amount of Required Credit Risk Retention”. [IF ONE OR MORE 20% ORIGINATORS
PURCHASES A PORTION OF THE TOTAL CERTIFICATE BALANCE OF THE INDICATED CLASSES OF
|
Class of Certificates
|
Certificate Balance(1)
|
[Estimated Range of]
Certificate Balances of
[Third Party Purchaser’s]
Retained Certificates and
Their Fair Values(2)
|
[Estimated Range of]
Certificate Balances of
Sponsor’s Required
Retained Certificates and
Their Fair Values(3)
|
Purchase Price ($)
|
||||
Class [__]
|
$[_____]
|
[__]%/$[____]
|
[__]%/$[____]
|
$[_____]
|
||||
Class [__]
|
$[_____]
|
[__]%/$[____]
|
[__]%/$[____]
|
$[_____]
|
||||
Class [__]
|
$[_____]
|
[__]%/$[____]
|
[__]%/$[____]
|
$[_____]
|
(1) |
Represents [__]% of each class of certificates issued by the issuing entity.[THE FOREGOING % REPRESENTS 5% MINUS THE % OF HORIZONTAL RISK RETENTION BEING PURCHASED BY THE THIRD PARTY PURCHASER] [If one or
more 20% originators purchases a portion of the total Certificate Balance of the indicated classes of certificates, a separate Certificate Balance column will be included for each entity purchasing a portion of the total required
credit risk retention.]
|
(2) |
The fair value of the applicable certificate balance of the indicated class of certificates expressed as a percentage of the fair value of all of the certificates issued by the issuing entity. For a
description of the manner in which the sponsor determined the fair value of the certificates, see “‑Determination of Amount of Required Credit Risk Retention”.
|
(3) |
The fair value of the applicable certificate balance of the indicated class of certificates expressed as a percentage of the fair value of all of the certificates issued by the issuing entity. For a
description of the manner in which the sponsor determined the fair value of the certificates, see “‑Determination of Amount of Required Credit Risk Retention”.
|
Class of Certificates
|
Fair Value
|
|
Class [__]
|
$ [___]
|
|
Class [__]
|
$ [___]
|
|
Class [__]
|
$ [___]
|
Class of Certificates
|
Low Estimate of Credit Spread
|
Base Case Credit Spread
|
High Estimate of Credit Spread
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
Class of Certificates
|
[Low Estimate of Discount Yield]
|
[Base Case] Discount Yield
|
[High Estimate of Discount Yield]
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
Class of Certificates
|
Target Price
|
|
Class [__]
|
[__]%
|
|
Class [__]
|
[__]%
|
|
Class [__]
|
[__]%
|
Class of Certificates
|
Low Estimate of
Assumed Certificate
Coupons
|
Base Case Assumed
Certificate Coupon
|
High Estimate of Assumed
Certificate Coupon
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
Class of Certificates
|
Low Estimate of Credit Spread
|
Base Case Credit Spread
|
High Estimate of Credit Spread
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
Class of Certificates
|
Low Estimate of Discount Yield
|
Base Case Discount Yield
|
High Estimate of Discount Yield
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
|||
Class [__]
|
[__]%
|
[__]%
|
[__]%
|
Class of Certificates
|
Low Estimate of
Fair Value |
Base Case Estimate of
Fair Value |
High Estimate of
Fair Value |
|||
Class [__]
|
$[___]
|
$[___]
|
$[___]
|
|||
Class [__]
|
$[___]
|
$[___]
|
$[___]
|
|||
Class [__]
|
$[___]
|
$[___]
|
$[___]
|
|||
Total:
|
$[___]
|
$[___]
|
$[___]
|
• |
review the actions of the special servicer with respect to any Specially Serviced Loan to the extent described in this prospectus and required under the PSA;
|
• |
review reports provided by the Special Servicer to the extent set forth in the PSA;
|
• |
review for accuracy certain calculations made by the Special Servicer; and
|
• |
issue an annual report (if any Mortgage Loan was a Specially Serviced Loan at any time during the prior calendar year or if an Operating Advisor Consultation Event occurred during the prior calendar year) generally setting forth
whether the operating advisor believes, in its sole discretion exercised in good faith, that the special servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the PSA with
respect to Specially Serviced Loans.
|
Underwriting Standard for Qualifying CRE Loans
|
Qualified CRE Loans
|
Non-Qualified CRE Loans
|
||
Class
|
Initial Certificate Balance or
Notional Amount
|
|
(1) |
The Exchangeable Certificates may be exchanged for Class [PEZ] certificates, and Class [PEZ] certificates may be exchanged for the Exchangeable Certificates.
|
(2) |
On the closing date, the issuing entity will issue the Class [A], Class [B], and Class [C] Trust Components, which will have outstanding principal balances on the closing date of $[_______], $[_______] and
$[_______], respectively. The Exchangeable Certificates will, at all times, represent undivided beneficial ownership interests in the portion of a grantor trust that will hold such Trust Components. Each of the Class [A], Class [B],
and Class [C] certificates and Class [PEZ] certificates will, at all times, represent a beneficial interest in a percentage of the outstanding principal balance of the Class [A], Class [B] and/or Class [C] Trust Components. Following
any exchange of Class [A], Class [B], and Class [C] certificates for Class [PEZ] certificates or any exchange of Class [PEZ] certificates for Class [A], Class [B], and Class [C] certificates, the percentage interests of the
outstanding principal balances of the Class [A], Class [B], and Class [C] Trust Components that is represented by the Class [A], Class [B], and Class [C] certificates will be increased or decreased accordingly. The initial
Certificate Balance of each class of Exchangeable Certificates shown in the table on the cover page of this prospectus, in the table above and on the back cover of this prospectus represents the maximum Certificate Balance of such
class without giving effect to any issuance of Class [PEZ] certificates. The initial Certificate Balance of the Class [PEZ] certificates shown in the table on the cover page of this prospectus, in the table above and on the back cover
of this prospectus is equal to the aggregate of the maximum initial Certificate Balances of the Exchangeable Certificates, representing the maximum Certificate Balance of the Class [PEZ] certificates that could be issued in an
exchange. The actual Certificate Balance of any class of Exchangeable Certificates issued on the closing date may be less than the maximum Certificate Balance of that class and may be zero. The Certificate Balances of the Exchangeable
Certificates to be issued on the closing date will be reduced, in required proportions, by an amount equal to the Certificate Balance of the Class [PEZ] certificates issued on the closing date. The initial Certificate Balance of any
Trust Component will equal the initial Certificate Balance of the class of Exchangeable Certificates having the same alphabetical designation without regard to any exchange of such certificates for Class [PEZ] certificates.
|
• |
all scheduled payments of principal and/or interest and any balloon payments paid by the borrowers of a Mortgage Loan (the “Periodic Payments”) that are due on a Due Date after the end of the related Collection Period,
excluding interest relating to periods prior to, but due after, the Cut‑off Date;
|
• |
all unscheduled payments of principal (including prepayments), unscheduled interest, liquidation proceeds, net insurance proceeds and net Insurance and Condemnation Proceeds and other unscheduled recoveries received subsequent to
the related Determination Date (or, with respect to voluntary prepayments of principal of each Mortgage Loan with a Due Date occurring after the related Determination Date, subsequent to the related Due Date) allocable to the Mortgage
Loans;
|
• |
all amounts in the Collection Account that are due or reimbursable to any person other than the Certificateholders;
|
• |
with respect to each Actual/360 Loan and any Distribution Date occurring in each February and in any January occurring in a year that is not a leap year (unless such Distribution Date is the final Distribution Date), the related
Withheld Amount to the extent those funds are on deposit in the Collection Account;
|
• |
all Excess Interest allocable to the Mortgage Loans (which is separately distributed to the Class [ARD] certificates);
|
• |
all yield maintenance charges and prepayment premiums;
|
• |
all amounts deposited in the Collection Account in error; and
|
• |
any late payment charges or accrued interest on a Mortgage Loan allocable to the default interest rate for such Mortgage Loan, to the extent permitted by law, excluding any interest calculated at the Mortgage Rate for the related
Mortgage Loan;
|
Class Designation
|
Assumed Final Distribution Date
|
|
(i) |
the aggregate amount of Prepayment Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Pari
Passu Companion Loan (in each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the special servicer allowed a prepayment on a date other than the applicable Due
Date) for the related Distribution Date, and
|
(ii) |
the aggregate of (A) that portion of the maser servicer’s Servicing Fees for the related Distribution Date that is, in the case of each Mortgage Loan, Serviced Pari Passu Companion Loan and REO Loan for which such Servicing Fees
are being paid in such Collection Period, calculated at a rate of [__]% per annum, (B) all Prepayment Interest Excesses received by the master servicer during such Collection Period with
respect to the Mortgage Loans (and, so long as a Whole Loan is serviced under the PSA, any related Serviced Pari Passu Companion Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment
earnings payable to the master servicer for such Collection Period received by the master servicer during such Collection Period with respect to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable,
subject to such prepayment. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.
|
• |
a CREFC® property file;
|
• |
a CREFC® financial file;
|
• |
a CREFC® loan setup file; and
|
• |
a CREFC® loan periodic update file.
|
• |
Within 30 days after receipt of a quarterly operating statement, if any, commencing within 30 days of receipt of such quarterly operating statement for the quarter ending [__________], a CREFC® operating statement analysis report but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise agrees to provide and
does provide, that information, for the Mortgaged Property or REO Property as of the end of that calendar quarter, provided, however, that any analysis or report with respect to the first
calendar quarter of each year will not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as
of the date of this prospectus, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar quarter (in each
year) is not required) for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12 month basis, or if the related Mortgage Loan (other than a Non‑Serviced Mortgage Loan) is on the CREFC® Servicer Watch List). The master servicer (with respect to non-Specially Serviced Loans) or the special servicer (with respect to Specially Serviced Loans
and REO Properties), as applicable, will deliver to the certificate administrator, the operating advisor and each holder of a Serviced Companion Loan by electronic means the operating statement analysis upon request.
|
• |
Within 30 days after receipt by the special servicer (with respect to Specially Serviced Loans and REO Properties) or the master servicer (with respect to a Mortgage Loan that is not a Specially Serviced Loan) of any annual
operating statements or rent rolls commencing within 30 days of receipt of such annual operating statement for the calendar year ending December 31, [____], a CREFC® net operating income adjustment worksheet, but only to the extent the related borrower is required by the mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, that information,
presenting the computation made in accordance with the methodology described in the PSA to “normalize” the full year net operating income and debt service coverage numbers used by the master servicer to satisfy its reporting
obligation described in clause (8) above. Such special servicer or the master servicer will deliver to the certificate administrator, the operating advisor and each holder of a related Serviced Companion Loan by electronic means the
CREFC® net operating income adjustment worksheet upon request.
|
• |
the following “deal documents”:
|
o |
this prospectus;
|
o |
the PSA, each sub-servicing agreement delivered to the certificate administrator from and after the closing date, if any, and the MLPAs and any amendments and exhibits to those agreements; and
|
o |
the CREFC® loan setup file delivered to the certificate administrator by the master servicer;
|
• |
the following “SEC EDGAR filings”:
|
o |
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the certificate administrator with respect to the issuing entity through the SEC’s Electronic Data Gathering and Retrieval (EDGAR) system;
|
• |
the following documents, which will be made available under a tab or heading designated “periodic reports”:
|
o |
the Distribution Date statements;
|
o |
the CREFC® bond level files;
|
o |
the CREFC® collateral summary files;
|
o |
the CREFC® Reports, other than the CREFC® loan setup file (provided
that they are received by the certificate administrator); and
|
o |
the annual reports prepared by the operating advisor;
|
• |
the following documents, which will be made available under a tab or heading designated “additional documents”:
|
o |
the summary of any Final Asset Status Report as provided by the special servicer;
|
o |
any property inspection reports, any environmental reports and appraisals delivered to the certificate administrator in electronic format;
|
• |
the following documents, which will be made available under a tab or heading designated “special notices”:
|
o |
notice of any release based on an environmental release under the PSA;
|
o |
notice of any waiver, modification or amendment of any term of any Mortgage Loan;
|
o |
notice of final payment on the certificates;
|
o |
all notices of the occurrence of any Servicer Termination Event received by the certificate administrator;
|
o |
any notice of resignation or termination of the master servicer or special servicer;
|
o |
notice of resignation of the trustee or the certificate administrator, and notice of the acceptance of appointment by the successor trustee or the successor certificate administrator, as applicable;
|
o |
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the special servicer, the operating advisor or the asset representations reviewer;
|
o |
any notice to Certificateholders of the operating advisor’s recommendation to replace the special servicer and the related report prepared by the operating advisor in connection with such recommendation;
|
o |
notice of resignation or termination of the operating advisor or the asset representations reviewer and notice of the acceptance of appointment by the successor operating advisor or the successor asset representations reviewer;
|
o |
notice of the certificate administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final Asset Review Report received by the certificate administrator;
|
o |
any notice of the termination of a sub-servicer;
|
o |
officer’s certificates supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;
|
o |
any notice of the termination of the issuing entity;
|
o |
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event has occurred;
|
o |
[any notice that an Operating Advisor Consultation Event has occurred or is terminated];
|
o |
any notice of the occurrence of an Operating Advisor Termination Event;
|
o |
any notice of the occurrence of an Asset Representations Reviewer Termination Event;
|
o |
any assessment of compliance delivered to the certificate administrator;
|
o |
any Attestation Reports delivered to the certificate administrator;
|
o |
any “special notices” requested by a Certificateholder to be posted on the certificate administrator’s website described under “—Certificateholder Communication” below;
|
o |
any notice or documents provided to the certificate administrator by the depositor or the master servicer directing the certificate administrator to post to the “special notices” tab;
|
• |
the “Investor Q&A Forum”;
|
• |
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry”; and
|
• |
the “Risk Retention Special Notices” tab;
|
(i) |
(A) the original Mortgage Note, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to the trustee or, if none, by the originator, without recourse, either in blank and
further showing a complete, unbroken chain of endorsement from the originator or to the order of the trustee; and (B) in the case of each related Serviced Companion Loan, a copy of the executed Mortgage Note for such Serviced
Companion Loan;
|
(ii) |
the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, if applicable, the originals (or copies thereof certified from the applicable recording office) of any intervening assignments
thereof showing a complete chain of assignment from the originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the trustee, if any, in each case with evidence of recording
indicated thereon;
|
(iii) |
an original or copy (if the related mortgage loan seller or its designee, rather than the custodian and its designee, is responsible for the recording thereof) of an assignment of mortgage, in recordable form (except for missing
recording information and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the trustee or, if none, by the originator, either in blank or in favor of the
trustee;
|
(iv) |
(A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of
assignment from the originator of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the trustee, if any; and (B) an original assignment of any related security agreement (if such item is a
document separate from the related Mortgage) executed by the most recent assignee thereof prior to the trustee or, if none, by the originator, either in blank or in favor of the trustee, which assignment may be included as part of the
corresponding assignment of mortgage referred to in clause (iii) above;
|
(v) |
(A) stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and maintain the perfection of) any security interest held by the originator of the Mortgage Loan or
Serviced Whole Loan (and each assignee of record prior to the trustee) in and to the personalty of the borrower at the Mortgaged Property (in each case with evidence of filing or recording thereon) and which were in the possession of
the related mortgage loan seller (or its agent) at the time the Mortgage Files were delivered to the custodian, together with original UCC-3 assignments of financing statements showing a complete chain of assignment from the secured
party named in such UCC-1 financing statement to the most recent assignee of record thereof prior to the trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing statements and continuation
statements were in the possession of the related mortgage loan seller, an assignment of UCC financing statement by the most recent assignee of record prior to the trustee or, if none, by the originator, evidencing the transfer of such
security interest, either in blank or in favor of the trustee; provided that other evidence of filing or recording reasonably acceptable to the trustee may be delivered in lieu of delivering
such UCC financing statements including, without limitation, evidence of such filed or recorded UCC Financing Statement as shown on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions,
Corporation Service Company, CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized agents thereof;
|
(vi) |
the original or a copy of the loan agreement relating to such Mortgage Loan, if any;
|
(vii) |
the original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the
issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or a “marked up” commitment to insure marked as binding and countersigned by the related insurer or its authorized agent (which
may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or an agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company;
|
(viii) |
(A) the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a
complete chain of assignment from the originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the trustee, if any, in each case with evidence of
|
|
recording thereon; and (B) an original or copy (if the related mortgage loan seller or its designee, rather than the custodian and its designee, is responsible for the recording thereof) of an assignment
of any related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if delivered in blank, except for the name of the
assignee), executed by the most recent assignee of record thereof prior to the trustee or, if none, by the originator, either in blank or in favor of the trustee, which assignment may be included as part of the corresponding
assignment of mortgage referred to in clause (iii) above;
|
(ix) |
the original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the related Mortgaged Property required in connection with origination of the related Mortgage Loan or
Serviced Whole Loan and copies of Environmental Reports;
|
(x) |
copies of the currently effective management agreements, if any, for the Mortgaged Properties;
|
(xi) |
if the borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect to a leasehold interest where the borrower is a lessee and that is a space lease or an air
rights lease, the original of such space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof; if any;
|
(xii) |
if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof, if any, to the trustee;
|
(xiii) |
if any related lock-box agreement or cash collateral account agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the reserve accounts, cash collateral accounts and lock-box accounts, if any, a
stamped or certified copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds
contained therein (and UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the trustee);
|
(xiv) |
originals or copies of all assumption, modification, written assurance and substitution agreements, if any, with evidence of recording thereon if appropriate, in those instances where the terms or provisions of the Mortgage, the
Mortgage Note or any related security document have been modified or the Mortgage Loan or Serviced Whole Loan has been assumed;
|
(xv) |
the original or a copy of any guaranty of the obligations of the borrower under the Mortgage Loan or Serviced Whole Loan together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty
showing a complete chain of assignment from the originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the trustee, if any, and (B) an original assignment of such guaranty executed by the
most recent assignee thereof prior to the trustee or, if none, by the originator;
|
(xvi) |
the original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related borrower if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on
behalf of the borrower pursuant to such power of attorney;
|
(xvii) |
with respect to each Whole Loan, a copy of the related Intercreditor Agreement and, if applicable, a copy of any pooling and servicing agreement relating to a Serviced Companion Loan;
|
(xviii) |
with respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any, and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan
is not sufficient to transfer or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage Loan and/or a copy of the request for the issuance of a new comfort
letter in favor of the Trust (in each case, as and to the extent required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to be included in the Mortgage File following receipt thereof
by the master servicer;
|
(xix) |
the original (or copy, if the original is held by the master servicer or applicable master servicer under the applicable Non-Serviced PSA) of any letter of credit held by the lender as beneficiary or assigned as security for such
Mortgage Loan or Serviced Whole Loan;
|
(xx) |
the appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such Mortgage Loan or Serviced Whole Loan (or copy thereof, if the original is held by the master
servicer or applicable master servicer under the applicable Non-Serviced PSA) which entitles the master servicer on behalf of the issuing entity and the Companion Loan Holders (with respect to any Serviced Whole Loan) to draw thereon;
and
|
(xxi) |
with respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a copy of the related co-lender agreement, subordination agreement or other intercreditor agreement;
|
(i) |
the Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to the order of the trustee or in blank and further showing a complete, unbroken chain of endorsement from the originator (or,
if the original Mortgage Note has been lost, an affidavit to such effect from the applicable mortgage loan seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to
the trustee);
|
(ii) |
the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case with evidence of recording indicated thereon or certified to have been submitted for recording;
|
(iii) |
assignment of the Mortgage in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s name) in recordable form (or, if the related mortgage loan
seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation);
|
(iv) |
any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with evidence of recording indicated thereon or certified to have been submitted for recording;
|
(v) |
an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if
applicable, the assignee’s name) in recordable form (or, if the related mortgage loan seller is responsible for the recordation of that assignment, a copy of such assignment to be sent for recordation);
|
(vi) |
the assignment of all unrecorded documents relating to the Mortgage Loan or a Serviced Whole Loan, if not already assigned pursuant to items (iii) or (v) above;
|
(vii) |
all modification, consolidation, assumption, written assurance and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been
assumed or consolidated;
|
(viii) |
the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version
of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to
issue such title insurance policy;
|
(ix) |
any UCC financing statements, related amendments and continuation statements in the possession of the applicable mortgage loan seller;
|
(x) |
an original assignment in favor of the trustee of any financing statement executed and filed in favor of the applicable mortgage loan seller in the relevant jurisdiction (or, if the related mortgage loan seller is responsible for
the filing of that assignment, a copy of such assignment to be sent for filing);
|
(xi) |
any intercreditor agreement relating to permitted debt of the mortgagor, including any intercreditor agreement relating to a Serviced Whole Loan;
|
(xii) |
any loan agreement, escrow agreement, security agreement or letter of credit relating to a Mortgage Loan or a Serviced Whole Loan;
|
(xiii) |
any ground lease, ground lessor estoppel, indemnity or guaranty relating to a Mortgage Loan or a Serviced Whole Loan;
|
(xiv) |
any property management agreement relating to a Mortgage Loan or a Serviced Whole Loan;
|
(xv) |
any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such
agreements or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the issuing entity is a beneficiary of such comfort letter or other agreement, or for the
issuance of a new comfort letter in favor of the issuing entity, as the case may be;
|
(xvi) |
any lock-box or cash management agreement relating to a Mortgage Loan or a Serviced Whole Loan;
|
(xvii) |
any related mezzanine intercreditor agreement;
|
(xviii) |
all related environmental reports;
|
(xix) |
all related environmental insurance policies;
|
(i) |
to remit on each Master Servicer Remittance Date (A) to the certificate administrator for deposit into the Lower-Tier REMIC Distribution Account (or the Loan-Specific REMIC Distribution Account in respect of the Trust Subordinate
Companion Loan)] certain portions of the Available Funds [and any prepayment premiums or yield maintenance charges] attributable to the Mortgage Loans on the related Distribution Date, (B) to the certificate administrator for deposit
into the Excess Interest Distribution Account an amount equal to the Excess Interest received in the applicable one-month period ending on the related Determination Date, if any, or (C) to the certificate administrator for deposit
into the Interest Reserve Account an amount required to be withheld as described above under “—Accounts”;
|
(ii) |
to pay or reimburse the master servicer, the applicable special servicer and the trustee, as applicable, pursuant to the terms of the PSA for Advances made by any of them and interest on Advances (the master servicer’s, special
servicer’s or the trustee’s respective right, as applicable, to reimbursement for items described in this clause (ii) being limited as described above under “—Advances”) (provided, that with respect to each Serviced Whole Loan, such reimbursements are subject to the terms of the related Intercreditor Agreement);
|
(iii) |
to pay to the master servicer and the applicable special servicer, as compensation, the aggregate unpaid servicing compensation;
|
(iv) |
to pay to the operating advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the related borrower) or the Operating Advisor Fee;
|
(v) |
to pay to the asset representations reviewer the Asset Representations Reviewer Fee (to the extent such fee is to be paid by the issuing entity);
|
(vi) |
to reimburse the trustee, the applicable special servicer and the master servicer, as applicable, for certain Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts;
|
(vii) |
to reimburse the master servicer, the applicable special servicer or the trustee, as applicable, for any unreimbursed expenses reasonably incurred with respect to each related Mortgage Loan [or related Trust Subordinate Companion
Loan] that has been repurchased or substituted by such person pursuant to the PSA or otherwise;
|
(viii) |
to reimburse the master servicer or the applicable special servicer for any unreimbursed expenses reasonably incurred by such person in connection with the enforcement of the applicable mortgage loan seller’s obligations under the
applicable section of the related MLPA;
|
(ix) |
to pay for any unpaid costs and expenses incurred by the issuing entity;
|
(x) |
to pay the master servicer and the special servicer, as applicable, as additional servicing compensation, (A) interest and investment income earned in respect of amounts relating to the issuing entity held in the Collection Account
and the companion loan distribution account (but only to the extent of the net investment earnings during the applicable one month period ending on the related Distribution Date) and (B) certain penalty charges and default interest;
|
(xi) |
to recoup any amounts deposited in the Collection Account in error;
|
(xii) |
to the extent not reimbursed or paid pursuant to any of the above clauses, to reimburse or pay the master servicer, the applicable special servicer, the operating advisor, the asset representations reviewer, the depositor or any of
their respective directors, officers, members, managers, employees and agents, unpaid additional expenses of the issuing entity and certain other unreimbursed expenses incurred by such person pursuant to and to the extent
reimbursable under the PSA and to satisfy any indemnification obligations of the issuing entity under the PSA;
|
(xiii) |
to pay for the cost of the opinions of counsel or the cost of obtaining any extension to the time in which the issuing entity is permitted to hold REO Property;
|
(xiv) |
to pay any applicable federal, state or local taxes imposed on any Trust REMIC, or any of their assets or transaction, together with all incidental costs and expenses, to the extent that none of the master servicer, the special
servicer, the certificate administrator or the trustee is liable under the PSA;
|
(xv) |
to pay the CREFC® Intellectual Property Royalty License Fee;
|
(xvi) |
to reimburse the certificate administrator out of general collections on the Mortgage Loans, the Trust Subordinate Companion Loan and REO Properties for legal expenses incurred by and reimbursable to it by the issuing entity of any
administrative or judicial proceedings related to an examination or audit by any governmental taxing authority;
|
(xvii) |
to pay the applicable mortgage loan seller or any other person, with respect to each Mortgage Loan, if any (or the related Trust Subordinate Companion Loan, if applicable), previously purchased or replaced by such person pursuant
to the PSA, all amounts received thereon subsequent to the date of purchase or replacement relating to periods after the date of purchase or replacement;
|
(xviii) |
to remit to the certificate administrator for deposit in the Interest Reserve Account the amounts required to be deposited in the Interest Reserve Account pursuant to the PSA;
|
(xix) |
to remit to the companion paying agent for deposit into the companion distribution account the amounts required to be deposited pursuant to the PSA; and
|
(xx) |
to clear and terminate the Collection Account pursuant to a plan for termination and liquidation of the issuing entity.
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Payment
|
|||
Fees
|
||||||
Master Servicing Fee/Master Servicer
|
The Stated Principal Balance of each Mortgage Loan or Serviced Companion Loan multiplied by the Servicing Fee Rate calculated on the same basis as interest accrues on the Mortgage Loan or Serviced Companion Loan.
|
Monthly
|
Payment of interest on the related Mortgage Loan or Serviced Companion Loan.
|
|||
Additional Master Servicing Compensation/Master Servicer
|
Prepayment interest excess (to the extent any excess exceeds the amount of any Prepayment Interest Shortfalls).
|
From time to time
|
Any actual prepayment interest excess.
|
|||
Additional Master Servicing Compensation/Master Servicer
|
100% of any amounts collected for checks returned for insufficient funds.
|
From time to time
|
The related fees.
|
|||
Additional Master Servicing Compensation/Master Servicer
|
All investment income earned on amounts on deposit in the Collection Account and certain custodial and reserve accounts.
|
Monthly
|
The investment income.
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Payment
|
Special Servicing Fee/Special Servicer
|
The Stated Principal Balance of each Specially Serviced Loan (including any related Serviced Companion Loan) and REO Loan multiplied by the Special Servicing Fee Rate calculated on the same basis as interest accrues on the Mortgage
Loan or Serviced Companion Loan.
|
Monthly
|
First out of collections on the related Mortgage Loan and then from general collections in the collection account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
|
|||
Workout Fee/Special Servicer
|
[___]% of each collection of principal and interest on each Corrected Loan (including any related Serviced Companion Loan), subject to a cap described under “—Special Servicing Compensation”.
|
Monthly
|
The related collection of principal or interest.
|
|||
Liquidation Fee/Special Servicer
|
[___]% of each recovery of Liquidation Proceeds, net of certain expenses and subject to a cap described, under “—Special Servicing Compensation”.
|
Upon receipt of Liquidation Proceeds
|
The related Liquidation Proceeds.
|
|||
Additional Servicing Compensation/Master Servicer and/or Special Servicer
|
All late payment fees and Net Default Interest, Modification Fees, assumption application fees, assumption, waiver consent and earnout fees, defeasance fees, loan service transaction fees, beneficiary statement charges and/or other
similar items.(1)
|
From time to time
|
The related fees.
|
|||
Solely payable to the Special Servicer, all interest or other income earned on deposits in any REO Account.
|
Monthly
|
The investment income.
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Payment
|
Certificate Administrator/Trustee Fee/Certificate Administrator/Trustee
|
The Certificate Administrator/Trustee Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans calculated on the same basis as interest accrues on the Mortgage Loan.
|
Monthly
|
Payment of interest on the related Mortgage Loan.
|
|||
Operating Advisor Fee/Operating Advisor
|
The Operating Advisor Fee Rate multiplied by the Stated Principal Balance of the Mortgage Loans calculated on the same basis as interest accrued on the Mortgage Loan.
|
Monthly
|
Payment of interest on the related Mortgage Loan.
|
|||
Operating Advisor Consulting Fee/Operating Advisor
|
A fee in connection with each Major Decision for which the Operating Advisor has consulting rights equal to $10,000 or such lesser amount as the related borrower agrees to pay with respect to any Mortgage Loan.
|
From time to time
|
Paid by related borrower.
|
|||
Asset Representations Reviewer
|
$[_______] with respect to each Delinquent Loan and its reasonable out-of-pocket costs and expenses.
|
From time to time
|
From general collections in the collection account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Payment
|
CREFC® Intellectual Property Royalty License Fee
|
Amount of interest accrued during an Interest Accrual Period at the CREFC® Intellectual Property Royalty License Fee Rate on the same balance, in the
same manner and for the same number of days as interest at the applicable Mortgage Rate accrued with respect to each Mortgage Loan during the related Interest Accrual Period.
|
Monthly
|
Payment of interest on the related Mortgage Loan.
|
|||
Expenses
|
||||||
Reimbursement of Servicing Advances/Master Servicer and Special Servicer/Trustee
|
To the extent of funds available, the amount of any Servicing Advances.
|
From time to time
|
Recoveries on the related Mortgage Loan or Serviced Companion Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (and custodial account with
respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
|
|||
Interest on Servicing Advances/Master Servicer and Special Servicer/Trustee
|
At Advance Rate.
|
When Advance is reimbursed
|
First from late payment charges and default interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (and custodial account with respect to a Serviced
Companion Loan, if applicable), subject to certain limitations.
|
Type/Recipient
|
Amount
|
Frequency
|
Source of Payment
|
Reimbursement of P&I Advances/Master Servicer/Trustee
|
To the extent of funds available, the amount of any P&I Advances.
|
From time to time
|
Recoveries on the related Mortgage Loan or Serviced Companion Loan, or to the extent that the party making the advance determines it is nonrecoverable, from general collections in the Collection Account (and custodial account with
respect to a Serviced Companion Loan, if applicable), subject to certain limitations.
|
|||
Interest on P&I Advances/Master Servicer/Trustee
|
At Advance Rate.
|
When Advance is reimbursed
|
First from late payment charges and Default Interest on the related Mortgage Loan in excess of the regular interest rate, and then from general collections in the Collection Account (and custodial account with respect to a Serviced
Companion Loan, if applicable), subject to certain limitations.
|
|||
Expenses, including without limitation, indemnification expenses/Trustee, Certificate Administrator, Operating Advisor, Master Servicer and Special Servicer
|
Amounts for which the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer and the Special Servicer are entitled to indemnification or reimbursement.
|
Per occurrence or time of claim
|
General collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain limitations, or the Distribution Account.
|
|||
Expenses of the Issuing Entity not Advanced (may include environmental remediation, appraisals, expenses of operating REO Property and any independent contractor hired to operate REO Property)
|
Based on third party charges.
|
From time to time
|
First from income on the related REO Property, if applicable, and then from general collections in the Collection Account (and custodial account with respect to a Serviced Companion Loan, if applicable), subject to certain
limitations.
|
(1) |
Allocable between the Master Servicer and the Special Servicer as provided in the PSA.
|
• |
the purchase of any defaulted Mortgage Loan by the Special Servicer or the Directing Holder or any Companion Loan Holder or any of their affiliates if within 90 days after the transfer of the defaulted Mortgage Loan to special
servicing,
|
• |
the purchase of all of the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interest of the then Controlling Class,
the Special Servicer or the Master Servicer in connection with the termination of the Issuing Entity,
|
• |
a repurchase or replacement of a Mortgage Loan by a mortgage loan seller due to a breach of a representation or warranty or a document defect in the mortgage file prior to the expiration of certain cure periods (including any
applicable extension thereof) set forth in the PSA,
|
• |
with respect to any Mortgage Loan that is subject to mezzanine indebtedness the purchase of such Mortgage Loan by the holder of the related mezzanine loan within 90 days after the first time that such holder’s option to purchase
such Mortgage Loan becomes exercisable,
|
• |
with respect to a Serviced Companion Loan that is subject to another securitization, (A) a repurchase or replacement of such Serviced Companion Loan by the applicable mortgage loan seller due to a breach of a representation or
warranty or a document defect under the PSA for the trust that owns such Serviced Companion Loan prior to the expiration of the cure period (including any applicable extension thereof) set forth therein or (B) a purchase of the
Serviced Companion Loan pursuant to a clean-up call or similar liquidation under the PSA for the trust that owns such Serviced Companion Loan,
|
• |
a Loss of Value Payment by a mortgage loan seller, if such payment is made prior to the expiration of certain cure periods (including any applicable extension thereof) set forth in the PSA, and
|
• |
if a Mortgage Loan or Serviced Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (i) of the definition of “Specially Serviced Loan” and the related
Liquidation Proceeds are received within [three (3)] months following the related maturity date as a result of the related Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid
in full (provided that the Special Servicer may collect from the related borrower and retain (x) a liquidation fee, (y) such other fees as are provided for in the related Mortgage Loan documents and (z) other appropriate fees in
connection with such liquidation).
|
• |
[100]% of any Modification Fees related to Specially Serviced Loans (and [50]% of such Modification Fees on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans when processing by and/or
consent of the Special Servicer is required),
|
• |
[100]% of any assumption fees and consent fees on Specially Serviced Loans (and [50]% of such assumption fees on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans when processing by
and/or consent of the Special Servicer is required),
|
• |
[100]% of assumption application fees on Specially Serviced Loans,
|
• |
[100]% of loan service transaction fees, beneficiary statement charges, demand fees or similar items (but not including prepayment premiums or yield maintenance charges) on Specially Serviced Loans (and [50]% of such fees, charges
and items on Mortgage Loans (and the related Serviced Companion Loans) that are not Specially Serviced Loans when processing by and/or consent of the Special Servicer is required),
|
• |
any interest or other income earned on deposits in the REO Accounts, and
|
• |
Net Default Interest and any late payment fees that accrued during a Collection Period on any Specially Serviced Loan to the extent collected by the Issuing Entity and remaining after application thereof during such Collection
Period to reimburse interest on Advances with respect to such Specially Serviced Loan and to reimburse the Issuing Entity for certain expenses of the Issuing Entity with respect to such Specially Serviced Loan; provided, however, that
with respect to a Mortgage Loan that has a related Serviced Companion Loan, Net Default Interest and late payment fees will be allocated as provided in and subject to the terms of the related intercreditor agreement and the applicable
pooling and servicing agreement.
|
(i) |
the date on which such Mortgage Loan or Serviced Whole Loan becomes a Modified Mortgage Loan (as defined below),
|
(ii) |
the 90th day following the occurrence of any uncured delinquency in Periodic Payments with respect to such Mortgage Loan or Serviced Whole Loan,
|
(iii) |
receipt of notice that the related borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or Serviced
Whole Loan or the 60th day after the related borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan or Serviced Whole
Loan,
|
(iv) |
the date on which the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan becomes an REO Property, and
|
(v) |
a payment default shall have occurred with respect to the related balloon payment; provided, however, if (A) the related borrower is diligently seeking a refinancing commitment (and delivers
a statement to that effect to the master servicer within 30 days after the default, who shall promptly deliver a copy to the special servicer, the operating advisor and the directing certificateholder (but only for so long as no
Consultation Termination Event has occurred)), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced Whole Loan,
and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, an Appraisal Reduction Event will not occur until 60 days beyond the related maturity date, unless extended by the
Special Servicer in accordance with the Mortgage Loan documents or the PSA; and provided, further, if the related borrower has delivered to the master servicer, who shall have promptly
delivered a copy to the special servicer, the operating advisor and the directing certificateholder (but only for so
|
(i) |
the sum of:
|
• |
90% of the appraised value of the related Mortgaged Property as determined (A) by one or more MAI appraisals obtained by the special servicer with respect to that Mortgage Loan (together with any other Mortgage Loan
cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance equal to or in excess of [$2,000,000] (the costs of which will be paid by the master servicer as an Advance), or (B) by an
internal valuation performed by the special servicer with respect to any Mortgage Loan (together with any other Mortgage Loan cross-collateralized with such Mortgage Loan) or Serviced Whole Loan with an outstanding principal balance
less than [$2,000,000], minus with respect to any MAI appraisals such downward adjustments as the special servicer may make (without implying any obligation to do so) based upon its review of the appraisals and any other information
it deems relevant;
|
• |
all escrows, letters of credit and reserves in respect of that Mortgage Loan or Serviced Whole Loan as of the date of calculation; and
|
• |
all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan or Serviced Whole Loan; over
|
(ii) |
the sum as of the Due Date occurring in the month of the date of determination of:
|
• |
to the extent not previously advanced by the master servicer or the trustee, all unpaid interest due on that Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage
Rate (and any accrued and unpaid interest on any Subordinate Companion Loan);
|
• |
all P&I Advances on the related Mortgage Loan and all Servicing Advances on the related Mortgage Loan or Serviced Whole Loan not reimbursed from the proceeds of such Mortgage Loan or Serviced Whole Loan and interest on those
Advances at the Reimbursement Rate in respect of that Mortgage Loan or Serviced Whole Loan;
|
• |
all currently due and unpaid real estate taxes and assessments, insurance premiums and ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid [(including any capitalized interest whether or not then due
and payable)] with respect to such Mortgage Loan, Serviced Whole Loan (which tax, premiums, ground rents and other amounts have not been the subject of an Advance by the master servicer, the special servicer or the trustee, as
applicable); and
|
• |
any other unpaid additional expenses of the issuing entity in respect of such Mortgage Loan or Serviced Whole Loan.
|
(i) |
the master servicer will not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless the trustee has an insurable interest and such insurance policy was (x) in effect at the time of
the origination of such Mortgage Loan or the Serviced Whole Loan, as applicable, or (y) required by the related Mortgage Loan documents and is available at commercially reasonable rates; provided, that the master servicer will
be required to require the related borrower to maintain such insurance in the amount, in the case of clause (x), maintained at
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origination, and in the case of clause (y), required by such Mortgage Loan or Serviced Whole Loan, in each case, to the extent such amounts are available at commercially reasonable rates and to the
extent the trustee has an insurable interest;
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(ii) |
if and to the extent that any Mortgage Loan document grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related borrower is to obtain the requisite
insurance coverage, the master servicer must (to the extent consistent with the Servicing Standard) require the related borrower to obtain the requisite insurance coverage from qualified insurers that meet the required ratings set
forth in the PSA;
|
(iii) |
the master servicer will have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to enforce those insurance requirements against any borrower; provided, that this will not limit the master
servicer’s obligation to obtain and maintain a force-placed insurance policy as set forth in the PSA;
|
(iv) |
except as provided below, in no event will the master servicer be required to cause the borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such borrower to maintain insurance coverage is an
Acceptable Insurance Default (as determined by the special servicer subject to the discussion under “—The Directing Holder” and “—The Operating Advisor”
above in this prospectus);
|
(v) |
to the extent the master servicer itself is required to maintain insurance that the borrower does not maintain, the master servicer will not be required to maintain insurance other than what is available on a force-placed basis at
commercially reasonable rates, and only to the extent the issuing entity as lender has an insurable interest thereon; and
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(vi) |
any explicit terrorism insurance requirements contained in the related Mortgage Loan documents are required to be enforced by the master servicer in accordance with the Servicing Standard (unless the special servicer and, if no
Control Termination Event has occurred and is continuing, the Directing Holder, have consented to a waiver (including a waiver to permit the master servicer to accept insurance that does not comply with specific requirements contained
in the Mortgage Loan documents) in writing of that provision in accordance with the Servicing Standard).
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(i) |
either (x) with respect to any Mortgage Loan or Serviced Companion Loan, other than a balloon loan, a payment default shall have occurred on such Mortgage Loan or Serviced Companion Loan at its maturity date or, if the maturity
date of such Mortgage Loan or Serviced Companion Loan has been extended in accordance with the PSA, a payment default occurs on such Mortgage Loan or Serviced Companion Loan at its extended maturity date or (y) with respect to a
balloon loan, a payment default shall have occurred with respect to the related balloon payment; provided, that if (A) the related borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the
Operating Advisor and the Directing Holder (but only for so long as no
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Consultation Termination Event has occurred and is continuing) within 30 days after the default), (B) the related borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer
Event has occurred with respect to that Mortgage Loan or Serviced Companion Loan and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents, a Servicing Transfer Event will not
occur until 60 days beyond the related maturity date, unless extended by the Special Servicer in accordance with the Mortgage Loan documents, the PSA and any related Intercreditor Agreement; and provided, further, if the related borrower has delivered to the Master Servicer, who shall have promptly delivered a copy to the
Special Servicer, the Operating Advisor and the Directing Holder (but only for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related maturity date, a refinancing commitment reasonably acceptable to the Special Servicer, and the borrower continues to make its Assumed Scheduled Payments (and no other Servicing
Transfer Event has occurred with respect to that Mortgage Loan or Serviced Companion Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related maturity date or extended maturity date and
(2) the termination of the refinancing commitment;
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(ii) |
any Monthly Payment (other than a balloon payment) or any amount due on a monthly basis as an escrow payment or reserve funds, is 60 days or more delinquent;
|
(iii) |
the Master Servicer or the Special Servicer (and, in the case of a determination by the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and,
with respect to any Serviced Whole Loan, in consultation with the related Serviced Companion Loan noteholders to the extent provided for in the related intercreditor agreement) determines in its reasonable business judgment, exercised
in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is
likely to impair the use or marketability of the related Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan or, if applicable, Serviced Companion Loan, is reasonably foreseeable or there is a
significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to
be cured by the related borrower within 60 days or, except as provided in clause (i)(y) above, in the case of a balloon payment, for at least 30 days;
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(iv) |
the related borrower has become the subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy,
insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its
affairs;
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(v) |
the related borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such borrower of or
relating to all or substantially all of its property;
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(vi) |
the related borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of
its creditors, or voluntarily suspends payment of its obligations;
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(vii) |
a default, of which the Master Servicer or the Special Servicer has notice (other than a failure by such related borrower to pay principal or interest) and that in the opinion of the Master Servicer or the Special Servicer (and, in
the case of the Special Servicer, for so long as no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and, with respect to any Serviced Whole Loan, in consultation with the related
Serviced Companion Loan noteholders to the extent provided for in the related Intercreditor Agreement) materially and adversely affects the interests of the Certificateholders or any holder of a Serviced Companion Loan, if applicable,
occurs and remains unremedied for the applicable grace period specified in
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the Mortgage Loan documents for such Mortgage Loan or Serviced Companion Loan (or if no grace period is specified for those defaults which are capable of cure, 60 days); or
|
(viii) |
the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property (each of clause (i) through (viii), a “Servicing Transfer Event”).
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• |
the Directing Holder (but only with respect to any Mortgage Loan other than an Excluded Loan and for so long as no Consultation Termination Event has occurred and is continuing and, in the case of an AB Whole Loan, only for so long
as no Consultation Termination Event has occurred and is continuing and an AB Control Appraisal Period has occurred and is continuing with respect to the related Subordinate Companion Loan);
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• |
with respect to an AB Whole Loan, to the extent the related Subordinate Companion Loan is not subject to an AB Control Appraisal Period, the Loan Specific Directing Holder or the holder of the related Subordinate Companion Loan;
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• |
with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced
Companion Loan has been sold or to the holder of the related Serviced Companion Loan;
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• |
the operating advisor (but only after the occurrence and during the continuance of a [Control Termination Event][INCLUDE FOR TRANSACTIONS THAT DO NOT SATISFY RISK RETENTION REQUIREMENTS THROUGH THE PURCHASE OF AN ELIGIBLE
HORIZONTAL RESIDUAL INTEREST BY A THIRD PARTY PURCHASER]) [an Operating Advisor Consultation Event] [INCLUDE FOR TRANSACTIONS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THE PURCHASE OF AN ELIGIBLE HORIZONTAL RESIDUAL INTEREST BY
A THIRD PARTY PURCHASER]);
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• |
the certificate administrator, the master servicer, the trustee; and
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• |
the 17g-5 Information Provider, which will be required to post such report to the 17g-5 Information Provider’s website.
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• |
summary of summary of the status of such Specially Serviced Loan and any negotiations with the related borrower;
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• |
a discussion of the legal and environmental considerations reasonably known to the special servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies and to the enforcement of any related
guaranties or other collateral for the related Specially Serviced Loan and whether outside legal counsel has been retained;
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• |
the most current rent roll and income or operating statement available for the related Mortgaged Property;
|
• |
(A) the special servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to
the master servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative
courses of action that were or are being considered by the special servicer in connection with the proposed or taken actions;
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• |
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the
likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;
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• |
a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;
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• |
the decision that the special servicer made, or intends or proposes to make, including a narrative analysis setting forth the special servicer’s rationale for its proposed decision, including its rejection of the alternatives;
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• |
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis
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on which the special servicer made such determination and (y) the net present value calculation and all related assumptions;
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• |
the appraised value of the related Mortgaged Properties (and a copy of the last obtained appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the
special servicer together with an explanation of those adjustments; and
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• |
such other information as the special servicer deems relevant in light of the Servicing Standard.
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(i) |
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the ownership of properties securing such of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or
Serviced Whole Loans as come into and continue in default;
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(ii) |
any modification, consent to a modification or waiver of any monetary term (other than late payment charges or Default Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of
discounted payoffs) of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan;
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(iii) |
any sale of a Defaulted Loan (other than a Non-Serviced Mortgage Loan) or REO Property (in each case, other than in connection with the termination of the Issuing Entity as described under “—Termination;
Retirement of Certificates”) for less than the applicable Repurchase Price;
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(iv) |
any determination to bring an REO Property into compliance with applicable environmental laws or to otherwise address hazardous material located at an REO Property;
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(v) |
any release of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than as
required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and for which there is no material lender discretion;
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(vi) |
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to such a waiver or
consent to a transfer of the Mortgaged Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence of debt as may be effected without the consent of the lender
under the related loan agreement;
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(vii) |
any property management company changes for which the lender is required to consent or approve under the Mortgage Loan documents (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (i)
with a Stated Principal Balance greater than $2,500,000 or (ii) where the successor property manager is affiliated with the borrower) or franchise changes for which the lender is required to consent or approve under the Mortgage Loan
documents (with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan);
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(viii) |
releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than those required pursuant to the specific terms of the related Mortgage Loan (other than a Non-Serviced
Mortgage Loan) or Serviced Whole Loan and for which there is no material lender discretion;
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(ix) |
any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan other than pursuant to the specific terms of such Mortgage Loan
(other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and for which there is no lender discretion;
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(x) |
any determination of an Acceptable Insurance Default;
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(xi) |
the determination of the Special Servicer pursuant to clause (iii) or clause (vii) of the definition of “Specially Serviced Loan”;
|
(xii) |
any acceleration of a Mortgage Loan or Whole Loan following a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Whole Loan, any initiation of judicial, bankruptcy or similar
proceedings under the related Mortgage Loan documents or with respect to the related mortgagor or Mortgaged Property; and
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(xiii) |
any modification, waiver or amendment of an intercreditor agreement, co-lender agreement, participation agreement or similar agreement with any mezzanine lender, holder of a Companion Loan or other subordinate debt holder related
to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Whole Loan, or an action to enforce rights with respect thereto, in each case, in a manner that materially and adversely affects the holders of the Control Eligible
Certificates. [LIST OF MAJOR DECISION MAY BE MODIFIED].
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(i) |
the operating advisor will be required to consult (on a non-binding basis) with the special servicer in respect of the Asset Status Reports [in accordance with the Operating Advisor Standard], as described under “—Asset Status Report”;
|
(ii) |
the operating advisor will be required to consult (on a non-binding basis) with the special servicer [in accordance with the Operating Advisor Standard] with respect to Major Decisions as described under “—The Directing Holder—Major Decisions”;
|
(iii) |
the operating advisor will be required to prepare an annual report (if any Mortgage Loan other than the Non-Serviced Mortgage Loan or any Serviced Whole Loan was a Specially Serviced Loan during the prior calendar year) in the form
attached to this prospectus as Annex C to be provided to the trustee, the master servicer, the Rating Agencies, the certificate administrator (and made available through the certificate administrator’s website) and the 17g-5
Information Provider (and made available through the 17g-5 Information Provider’s website) in accordance with the Operating Advisor Standard, as described below under “—Annual Report”; and
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(iv) |
the operating advisor will be required to promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be
utilized in connection with: (1) any Appraisal Reduction Amount or (2) net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a
Specially Serviced Loan prior to utilization by the special servicer.
|
(i) |
reviewing (i) the actions of the special servicer with respect to any Specially Serviced Loan to the extent described in this prospectus and required under the PSA and (ii) after the occurrence and during the continuance of an
Operating Advisor Consultation Event, the actions of the special servicer with respect to Major Decisions relating to a Mortgage Loan when it is not a Specially Serviced Loan;
|
(ii) |
reviewing (i) all reports by the special servicer made available to Privileged Persons that are posted on the certificate administrator’s website, and (ii) each Asset Status Report (after the occurrence and during the continuance
of an Operating Advisor Consultation Event) and Final Asset Status Report;
|
(iii) |
promptly recalculating and reviewing for accuracy and consistency with the PSA of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized
in connection with (i) any Appraisal Reduction Amount or (ii) net present value calculations used in the special servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially
Serviced Loan, as described below; and
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(iv) |
preparing an annual report (if, at any time during the prior calendar year, (i) a Serviced Mortgage Loan and any related Serviced Companion Loan was a Specially Serviced Loan or (ii) an Operating Advisor Consultation Event
occurred) generally in the form attached to this prospectus as Annex C to be provided to the trustee, the master servicer, the Rating Agencies, the certificate administrator (and made available through
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• |
to consult (on a non-binding basis) with the special servicer (in person or remotely via electronic, telephonic or other mutually agreeable communication) in respect of the Asset Status Reports in accordance with the Operating
Advisor Standard, as described under “—Asset Status Report”; and
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• |
to consult (on a non-binding basis) with the master servicer or the special servicer, as applicable to the extent it has received a Major Decision Reporting Package (in person or remotely via electronic, telephonic or other
mutually agreeable communication) in accordance with the Operating Advisor Standard with respect to any Major Decisions processed by the master servicer or the special servicer, as applicable, as described under “—The Directing Holder—Major Decisions”.
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(i) |
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 Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the
special servicer or operating advisor as the sole or a material factor in such rating action;
|
(ii) |
that can and will make the representations and warranties of the operating advisor set forth in the PSA, including to the effect that it possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to
the PSA over the life of the issuing entity;
|
(iii) |
that is not (and is not affiliated (including Risk Retention Affiliated) with) the depositor, the trustee, the certificate administrator, the master servicer, the special servicer, a sponsor, any Borrower Party, the Retaining
Third-Party Purchaser, the Directing Holder, or a depositor, a trustee, a certificate administrator, a master servicer or a special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates
(including Risk Retention Affiliates);
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(iv) |
that has not been paid by the special servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the PSA or (y) for the appointment or recommendation for replacement
of a successor special servicer to become the special servicer;
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(v) |
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
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(vi) |
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 PSA 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).][APPLICABLE TO OFFERINGS THAT SATISFY RISK RETENTION REQUIREMENTS THROUGH THIRD PARTY PURCHASER OF HORIZONTAL RESIDUAL INTEREST]
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(i) |
a copy of an assignment of the Mortgage in favor of the related trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review;
|
(ii) |
a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the related trustee, with evidence of recording thereon, related to each Delinquent Loan that is
subject to an Asset Review;
|
(iii) |
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (i) or (ii) above;
|
(iv) |
a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review;
|
(v) |
a copy of an assignment in favor of the related trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review;
|
(vi) |
a copy of any notice previously delivered by the master servicer or the special servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan; and
|
(vii) |
any other related documents that were entered into or delivered in connection with the origination of such Mortgage Loan that are necessary in connection with the asset representations reviewer’s completion of any Asset Review and
that are requested (in writing in accordance with the PSA) by the asset representations reviewer, in the time frames and as otherwise described below.
|
(i) |
any failure by the asset representations reviewer to observe or perform in any material respect any of its covenants or agreements or the material breach of any of its
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representations or warranties under the PSA, which failure continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, is given
to the asset representations reviewer by the trustee or to the asset representations reviewer and the trustee by the holders of certificates evidencing at least 25% of the Voting Rights; provided
that if such failure is capable of being cured and the asset representations reviewer is diligently pursuing such cure, such 30 day period will be extended by an additional 30 days;
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(ii) |
any failure by the asset representations reviewer to perform its obligations set forth in the PSA in accordance with the Asset Review Standard in any material respect, which failure continues unremedied for a period of 30 days
after the date written notice of such failure, requiring the same to be remedied, is given to the asset representations reviewer by any party to the PSA;
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(iii) |
any failure by the asset representations reviewer to be an Eligible Asset Representations Reviewer, which failure continues unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be
remedied, is given to the asset representations reviewer by any party to the PSA;
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(iv) |
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, has been entered against the asset
representations reviewer, and such decree or order has remained in force undischarged or unstayed for a period of 60 days;
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(v) |
the asset representations reviewer consents to the appointment of a conservator or receiver or liquidator or liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary
liquidation, or similar proceedings of or relating to the asset representations reviewer or of or relating to all or substantially all of its property;
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(vi) |
the asset representations reviewer admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for
the benefit of its creditors, or voluntarily suspends payment of its obligations.
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• |
Each Non-Serviced Master Servicer and Non-Serviced Special Servicer will be required to service the related Non-Serviced Mortgage Loan pursuant to a servicing standard set forth in the
|
• |
Any party to the related Non-Serviced PSA that makes a property protection advance with respect to the related Non-Serviced Mortgage Loan will be entitled to reimbursement for that advance, with interest at the prime rate, in a
manner substantially similar to the reimbursement of Servicing Advances under the PSA. The Trust, as holder of the related Non-Serviced Mortgage Loan, will be responsible for its pro rata
share of any such advance reimbursement amounts (including out of general collections on the [____] mortgage pool, if necessary).
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• |
Pursuant to the related Non-Serviced PSA, the liquidation fee, the special servicing fee and the workout fee with respect to the related Non-Serviced Mortgage Loan are similar to the corresponding fees payable under the PSA;
|
• |
The extent to which modification fees or other fee items with respect to the related Whole Loan may be applied to offset interest on advances, servicer expenses and servicing compensation will, in certain circumstances, be less
than is the case under the PSA.
|
• |
Items with respect to the related Non-Serviced Whole Loan that are the equivalent of assumption application fees, defeasance fees, assumption, waiver, consent and earnout fees, late payment charges, default interest and/or
modification fees and that constitute additional servicing compensation under the related Non-Serviced PSA will not be payable to master servicers or special servicers under the PSA and one or more of such items will be allocated
between the related Non-Serviced Master Servicer and the related Non-Serviced Special Servicer under the related Non-Serviced PSA in proportions that may be different than the allocation of similar fees under the PSA between the
master servicers and special servicers for this transaction.
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• |
The Non-Serviced Directing Holder under the related Non-Serviced PSA will have rights substantially similar to the Directing Holder under the PSA with respect to the servicing and administration of the related Non-Serviced Whole
Loan, including consenting to the substantial equivalent of Major Decisions under such Non-Serviced PSA proposed by the related Non-Serviced Special Servicer and reviewing and consenting to asset status reports prepared by such
Non-Serviced Special Servicer in respect of the related Non-Serviced Whole Loan. “Major Decisions” under the related Non-Serviced PSA will differ in certain respects from those actions that constitute Major Decisions under the PSA,
and therefore the specific types of servicer actions with respect to which the applicable Non-Serviced Directing Holder will be permitted to consent will correspondingly differ. The related Non-Serviced PSA also provides for the
removal of the Non-Serviced Special Servicer by the related Non-Serviced Directing Holder under such Non-Serviced PSA under certain conditions that are similar to the conditions under which the Directing Holder is permitted to replace
the special servicers under the PSA.
|
• |
The termination events that will result in the termination of the related Non-Serviced Master Servicer or Non-Serviced Special Servicer are substantially similar to, but not identical to, the Servicer Termination Events under the
PSA applicable to the master servicers and special servicers, as applicable.
|
• |
Servicing transfer events under the related Non-Serviced PSA that would cause the related Non-Serviced Whole Loan to become specially serviced will be substantially similar to, but not identical to, the corresponding provisions
under the PSA.
|
• |
The servicing decisions which the related Non-Serviced Master Servicer will perform, and in certain cases for which the related Non-Serviced Master Servicer must obtain the related Non-Serviced Directing Holder’s or Non-Serviced
Special Servicer’s consent, differ in certain respects from those decisions that constitute Master Servicer Major Decisions under the PSA.
|
• |
The related Non-Serviced Special Servicer is required to take actions with respect to the related Non-Serviced Whole Loan if it becomes the equivalent of a defaulted mortgage loan, which actions are substantially similar, but not
necessarily identical, to the actions described under “—Sale of Defaulted Loans and REO Properties”.
|
• |
Appraisal reduction amounts in respect of the related Non-Serviced Mortgage Loan will be calculated by the related Non-Serviced Special Servicer under the related Non-Serviced PSA in a manner substantially similar to, but not
necessarily identical to, calculations of such amounts by the special servicer under the PSA in respect of Serviced Mortgage Loans.
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• |
The requirement of the related Non-Serviced Master Servicer to make compensating interest payments in respect of the related Non-Serviced Mortgage Loan is similar, but not necessarily identical, to the requirement of the master
servicer to make Compensating Interest Payments in respect of the Serviced Mortgage Loans under the PSA.
|
• |
The servicing provisions under the related Non-Serviced PSA relating to performing inspections and collecting operating information are substantially similar but not necessarily identical to those of the PSA.
|
• |
While the special servicers under the PSA and the Non-Serviced Special Servicer under the related Non-Serviced PSA must each resign as special servicer with respect to a mortgage loan if it becomes affiliated with the related
borrower under such mortgage loan, the particular types of affiliations that trigger such resignation obligation, as well as the parties that are entitled to appoint a successor special servicer, may differ as between the PSA and the
related Non-Serviced PSA.
|
• |
The parties to the related Non-Serviced PSA (and their related directors, officers and other agents) will be entitled to reimbursement and/or indemnification for losses, liabilities, costs and expenses associated with the servicing
of the related Non-Serviced Whole Loan under such Non-Serviced PSA to the same extent that parties to the PSA performing similar functions (and their related directors, officers and other agents) are entitled to reimbursement and/or
indemnification for losses, liabilities, costs and expenses associated with their obligations under the PSA. The Trust, as holder of the related Non-Serviced Mortgage Loan, will be responsible for its pro rata share of any such indemnification amounts (including out of general collections on the [____] mortgage pool, if necessary).
|
• |
The matters as to which notice or rating agency confirmation with respect to the rating agencies under the related Non-Serviced PSA are required are similar, but not identical to, similar matters with respect to the Rating Agencies
under the PSA (and such agreements differ as to whether it is notice or rating agency confirmation that is required).
|
• |
With respect to non-specially serviced mortgage loans, the related Non-Serviced PSA may differ with respect to whether the related Non-Serviced Master Servicer or related Non-Serviced Special Servicer will be responsible for
conducting or managing certain litigation related to such mortgage loans.
|
• |
Each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will be liable in accordance with the related Non-Serviced PSA only to the extent of its obligations specifically imposed by that
agreement. Accordingly, in general, each of the related Non-Serviced Master Servicer and related Non-Serviced Special Servicer will not be liable for any action taken, or for refraining from the taking of any action, in good faith
pursuant to the related Non-Serviced PSA or for errors in judgment; provided that neither such party will be protected against any breach of representations or warranties made by it in the
related Non-Serviced PSA or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of duties or by reason of negligent disregard of obligations and duties
under the related Non-Serviced PSA.
|
• |
The provisions of the related Non-Serviced PSA will also vary from the PSA with respect to one or more of the following: timing, control or consultation triggers or thresholds, terminology, allocation of ministerial duties between
multiple servicers or other service providers or certificateholder or investor voting or consent thresholds, master servicer and special servicer termination events, rating requirements for accounts and permitted investments,
eligibility requirements applicable to servicers and other service providers, and the circumstances under which approvals, consents, consultation, notices or rating agency confirmations may be required.
|
• |
a statement of the party’s responsibility for assessing compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it;
|
• |
a statement that the party used the criteria in Item 1122(d) of Regulation AB to assess compliance with the applicable servicing criteria;
|
• |
the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the fiscal year, covered by the Form 10-K required to be filed pursuant to the PSA setting forth any material instance of
noncompliance identified by the party, a discussion of each such failure and the nature and status of such failure; and
|
• |
a statement that a registered public accounting firm has issued an attestation report (an “Attestation Report”) on the party’s assessment of compliance with the applicable servicing criteria during and as of the end of the
prior fiscal year.
|
Interest-Only
Class of
Certificates
|
Class Notional Amount
|
Underlying Class or
Trust Components
|
||
Interest-Only
Class of
Certificates
|
Class Notional Amount
|
Underlying Class or
Trust Components
|
||
• |
scheduled Periodic Payments including payments due at maturity or anticipated repayment date of principal and/or interest on the Mortgage Loans will be received on a timely basis and will be distributed on the [__] day of the
related month, beginning in [_________];
|
• |
the Mortgage Rate in effect for each Mortgage Loan as of the Cut-off Date will remain in effect to the related maturity date or Anticipated Repayment Date, as the case may be, and will be adjusted as required pursuant to the
definition of Mortgage Rate;
|
• |
the Mortgage Loan sellers will not be required to repurchase any Mortgage Loan, and none of the holders of the Controlling Class (or any other Certificateholder), the special servicer, the master servicer or the holders of the
Class R certificates will exercise its option to purchase all the Mortgage Loans and thereby cause an early termination of the issuing entity and no holder of any [LOAN-SPECIFIC CLASS] certificates, subordinate companion loan,
mezzanine debt or other indebtedness will exercise its option to purchase the related Mortgage Loan;
|
• |
any principal prepayments on the Mortgage Loans will be received on their respective Due Dates after the expiration of any applicable lockout period, any applicable period in which defeasance is permitted, and any applicable yield
maintenance period, in each case, at the respective levels of CPY set forth in the tables (without regard to any limitations in such Mortgage Loans on partial voluntary principal prepayment);
|
• |
no Prepayment Interest Shortfalls are incurred and no prepayment premiums or yield maintenance charges are collected;
|
• |
the Closing Date occurs on [______];
|
• |
each ARD Loan prepays in full on the related Anticipated Repayment Date;
|
• |
the Pass-Through Rates, initial Certificate Balances and initial Notional Amount of the respective classes of Offered Certificates are as described in this prospectus;
|
• |
the Administrative Cost Rate is calculated on the Stated Principal Balance of the Mortgage Loans and in the same manner as interest is calculated on the Mortgage Loans;
|
• |
no reserves, earnouts, holdbacks, insurance proceeds or condemnation proceeds are applied to prepay any related Mortgage Loan in whole or in part;
|
• |
no additional trust fund expenses are incurred;
|
• |
no property releases (or related re-amortizations) occur;
|
• |
the optional termination is not exercised;
|
• |
the Certificate Balance of the Class [PEZ] certificates at all times equals the aggregate of the Certificate Balances of the Exchangeable Certificates; and
|
• |
there are no modifications or maturity date extensions in respect of the Mortgage Loans.
|
Distribution Date
|
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
|||||
Initial Percentage
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
Weighted Average Life (years)(1)
|
(1) |
The weighted average life of the Class [__] certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class [__] certificates to the
related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class [__] certificates.
|
Distribution Date
|
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
Initial Percentage
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
Weighted Average Life (years)(1)
|
(1) |
The weighted average life of the Class [___] certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class [___] certificates to the
related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class [___] certificates.
|
Distribution Date
|
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
|||||
Initial Percentage
|
100%
|
100%
|
100%
|
100%
|
100%
|
|||||
Weighted Average Life (years)(1)
|
(1) |
The weighted average life of the Class [__] certificates is determined by (a) multiplying the amount of each principal distribution on it by the number of years from the date of issuance of the Class [__] certificates to the
related Distribution Date, (b) summing the results and (c) dividing the sum by the aggregate amount of the reductions in the principal balance of the Class [__] certificates.
|
Assumed Purchase Price
(% of Initial Certificate Balance of Class [__] certificates) |
Prepayment Assumption (CPY) | |||||||||
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
||||||
Assumed Purchase Price
(% of Initial Certificate Balance of Class [__] certificates) |
Prepayment Assumption (CPY) | |||||||||
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
||||||
Assumed Purchase Price
(% of Initial Notional Amount of [INTEREST ONLY CLASS] certificates) |
Prepayment Assumption (CPY) | |||||||||
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
||||||
Assumed Purchase Price
(% of Initial Notional Amount of [INTEREST ONLY CLASS] certificates) |
Prepayment Assumption (CPY)
|
|||||||||
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
||||||
Assumed Purchase Price
(% of Initial Certificate Balance of Class [PEZ] certificates) |
Prepayment Assumption (CPY)
|
|||||||||
0% CPY
|
25% CPY
|
50% CPY
|
75% CPY
|
100% CPY
|
||||||
Class
|
Deutsche Bank
Securities Inc.
|
[OTHER
UNDERWRITERS]
|
||||
17g-5 Information Provider
|
248
|
1986 Act
|
392
|
1996 Act
|
376
|
30/360 Basis
|
166
|
401(c) Regulations
|
410
|
AB Control Appraisal Period
|
185
|
AB Intercreditor Agreement
|
181
|
AB Major Decisions
|
185
|
AB Material Event of Default
|
181
|
AB Modified Loan
|
292
|
AB Whole Loan
|
175, 181
|
Acceptable Insurance Default
|
296
|
Acres
|
148
|
Acting General Counsel’s Letter
|
131
|
Actual/360 Basis
|
166
|
Actual/360 Loans
|
272
|
ADA
|
379
|
Administrative Cost Rate
|
229
|
ADR
|
141
|
Advances
|
268
|
Affiliate Debt
|
175
|
Affirmative Asset Review Vote
|
332
|
Allocated Loan Amount
|
141
|
Annual Debt Service
|
141
|
Anticipated Repayment Date
|
166
|
Appraisal Reduction Amount
|
289
|
Appraisal Reduction Event
|
288
|
Appraised Value
|
141
|
Appraised-Out Class
|
293
|
ARD Loans
|
166
|
ASR Consultation Process
|
306
|
Assessment of Compliance
|
359
|
Asset Representations Reviewer Fee
|
287
|
Asset Review
|
334
|
Asset Review Notice
|
332
|
Asset Review Quorum
|
332
|
Asset Review Report
|
334
|
Asset Review Standard
|
334
|
Asset Review Trigger
|
331
|
Asset Review Vote Election
|
332
|
Asset Reviewer Termination Event
|
336
|
Asset Status Report
|
303
|
Assumed Certificate Coupon
|
213
|
Assumed Final Distribution Date
|
235
|
Assumed Scheduled Payment
|
231
|
Attestation Report
|
359
|
Available Funds
|
225
|
Balloon Balance
|
141
|
Balloon LTV
|
142
|
Beds
|
148
|
Borrower Party
|
242
|
Borrower Party Affiliate |
242 |
B-Piece Buyer
|
209, 210
|
Breach Notice
|
259
|
C(WUMP)O
|
18
|
CERCLA
|
376
|
Certificate Administrator/Trustee Fee
|
286
|
Certificate Administrator/Trustee Fee Rate
|
286
|
Certificate Balance
|
221
|
Certificate Owners
|
250
|
Certificateholder
|
243
|
Certificateholder Quorum
|
339
|
Certificateholder Repurchase Request
|
349
|
Certifying Certificateholder
|
252
|
Class [A] Percentage Interest
|
222
|
Class [A] Trust Component
|
222
|
Class [A]-Exchange Percentage Interest
|
222
|
Class [B] Percentage Interest
|
222
|
Class [B] Trust Component
|
222
|
Class [B]-Exchange Percentage Interest
|
222
|
Class [C] Percentage Interest
|
222
|
Class [C]-Exchange Percentage Interest
|
222
|
Class [PEZ] Component
|
222
|
Class [PEZ] Component [A]
|
222
|
Class [PEZ] Component [B]
|
222
|
Class [PEZ] Component [C]
|
222
|
Clearstream
|
249
|
Clearstream Participants
|
251
|
Closing Date
|
140
|
CMBS
|
134, 190
|
CNBV
|
21
|
Code
|
390
|
Collateral Deficiency Amount
|
292
|
Collection Account
|
271
|
Collection Period
|
226
|
Communication Request
|
252
|
Companion Loan Holder
|
175
|
Companion Loans
|
139
|
Compensating Interest Payment
|
236
|
Constant Prepayment Rate
|
386
|
Constraining Level
|
212
|
Consultation Termination Event
|
315
|
Control Eligible Certificates
|
312
|
Control Note
|
176
|
Control Termination Event
|
315
|
Controlling Class
|
312
|
Controlling Class Certificateholder
|
312
|
Controlling Companion Loan
|
176
|
Controlling Holder
|
176
|
Corrected Loan
|
303
|
COVID-19
|
57
|
CPR
|
386
|
CPY
|
386
|
Credit Lease
|
161
|
Credit Lease Assignment
|
161
|
Credit Lease Default
|
161
|
Credit Lease Loans
|
161
|
Credit Lease Property
|
161
|
CREFC®
|
240
|
CREFC® Intellectual Property Royalty License Fee
|
288
|
CREFC® Intellectual Property Royalty License Fee
Rate
|
288
|
CREFC® Reports
|
239
|
Cross-Over Date
|
228
|
Cumulative Appraisal Reduction Amount
|
292
|
Cure/Contest Period
|
334
|
Current LTV
|
142
|
Cut-off Date
|
139
|
Cut-off Date Balance
|
142
|
Cut-off Date LTV Ratio
|
142
|
Daily Portions
|
394
|
DBRI
|
190
|
Defaulted Loan
|
309
|
Defaulted Purchase Price
|
186
|
Defeasance Deposit
|
169
|
Defeasance Loans
|
169
|
Defeasance Lock‑Out Period
|
169
|
Defeasance Option
|
169
|
Definitive Certificate
|
249
|
Delegated Directive
|
16
|
Delinquent Loan
|
332
|
Depositaries
|
250
|
Depositor
|
200
|
Determination Date
|
225
|
Deutsche Bank
|
190
|
Diligence File
|
256
|
Directing Certificateholder
|
311
|
Directing Holder Asset Status Report Review Process
|
305
|
Disclosable Special Servicer Fees
|
286
|
Discount Yield
|
212
|
Dispute Resolution Consultation
|
352
|
Dispute Resolution Cut-off Date
|
351
|
Distribution Accounts
|
272
|
Distribution Date
|
225
|
Distributor
|
16
|
DMARC
|
190
|
Dodd-Frank Act
|
137
|
DOJ
|
190
|
DOL
|
408
|
DTC
|
249
|
DTC Participants
|
250
|
DTC Rules
|
251
|
Due Date
|
166, 227
|
EDGAR
|
407
|
EEA
|
15
|
EEA Retail Investor
|
15
|
Eligible Asset Representations Reviewer
|
335
|
Eligible Operating Advisor
|
326
|
Enforcing Party
|
350
|
Enforcing Servicer
|
350
|
ERISA
|
407
|
ESA
|
194
|
Escrow/Reserve Mitigating Circumstances
|
197
|
EU PRIIPS Regulation
|
15
|
EU Prospectus Regulation
|
15
|
Euroclear
|
249
|
Euroclear Operator
|
251
|
Euroclear Participants
|
251
|
EUWA
|
16
|
Exception Schedules
|
218
|
Excess Interest
|
223
|
Excess Interest Distribution Account
|
272
|
Excess Prepayment Interest Shortfall
|
237
|
Exchange Act
|
189, 198
|
Exchange Date
|
224
|
Exchangeable Certificates
|
220
|
Exchangeable Distribution Account
|
272
|
Exchangeable Proportion
|
223
|
Excluded Controlling Class Holder
|
241
|
Excluded Controlling Class Loan
|
242
|
Excluded Information
|
242
|
Excluded Loan
|
242
|
Excluded Plan
|
410
|
Excluded Special Servicer
|
340
|
Excluded Special Servicer Mortgage Loan
|
339
|
Exemption
|
408
|
Exemption Rating Agency
|
409
|
FATCA
|
401
|
FDIA
|
129
|
FDIC
|
130
|
FETL
|
20
|
FIEL
|
20
|
Final Asset Status Report
|
321
|
Final Dispute Resolution Election Notice
|
352
|
Financial Promotion Order
|
17
|
FIRREA
|
131, 194
|
FPO Persons
|
17
|
FSCMA
|
20
|
FSMA
|
16, 17
|
GACC
|
190
|
GACC Data Tape
|
191
|
GACC Deal Team
|
191
|
GACC Mortgage Loans
|
191
|
Gain-on-Sale Reserve Account
|
272
|
Garn Act
|
378
|
Grace Period
|
166
|
Grantor Trust
|
391
|
Hard Lockbox
|
142
|
High Net Worth Companies, Unincorporated Associations, etc.
|
17
|
Indirect Participants
|
250
|
Initial Pool Balance
|
139
|
Initial Rate
|
166
|
Initial Requesting Certificateholder
|
349
|
In-Place Cash Management
|
142
|
Institutional Investor
|
19
|
Insurance and Condemnation Proceeds
|
271
|
Intercreditor Agreement
|
176
|
Interest Accrual Amount
|
229
|
Interest Accrual Period
|
230
|
Interest Distribution Amount
|
229
|
Interest Reserve Account
|
272
|
Interest Shortfall
|
230
|
Interested Person
|
310
|
Interest-Only Expected Price
|
215
|
Interpolated Yield
|
211, 214
|
Investor Certification
|
242
|
Investor Q&A Forum
|
247
|
Investor Registry
|
247
|
Japanese Retention Requirement
|
21
|
JFSA
|
21
|
JRR Rule
|
21
|
Junior Note Percentage Interest
|
183
|
Junior Note Relative Spread
|
183
|
Largest Tenant
|
142
|
Lease Enhancement Policy
|
162
|
Lease Enhancement Policy Loans
|
162
|
Lease Expiration
|
142
|
Liquidation Fee
|
283
|
Liquidation Proceeds
|
271, 283
|
Loan Per Net Rentable Area
|
142
|
Loan Specific Directing Certificateholder
|
181
|
Loan-Specific Directing Holder
|
312
|
Loan-Specific REMIC Distribution Account
|
272
|
Loan‑to‑Value Ratio
|
142
|
Loan-to-Value Ratio at Maturity or ARD
|
142
|
Loss of Value Payment
|
260
|
Lower-Tier Regular Interests
|
390
|
Lower-Tier REMIC Distribution Account
|
272
|
Lower-Tier REMICs
|
390
|
LTV Ratio
|
142
|
LTV Ratio at Maturity or ARD
|
142
|
MAI
|
262
|
Major Decision
|
313
|
Market Discount
|
396
|
MAS
|
18
|
Master Servicer Proposed Course of Action Notice
|
350
|
Master Servicer Remittance Date
|
267
|
Master Servicing Fee
|
281
|
Master Servicing Fee Rate
|
281
|
Material Defect
|
259
|
Maturity Date LTV Ratio
|
142
|
MIFID II
|
15
|
MLPA
|
253
|
Modeling Assumptions
|
386
|
Modification Fees
|
285
|
Modified Mortgage Loan
|
289
|
Monthly Rental Payments
|
161
|
Mortgage
|
140
|
Mortgage File
|
253
|
Mortgage Loans
|
139
|
Mortgage Note
|
140
|
Mortgage Pool
|
139
|
Mortgage Rate
|
229
|
Mortgaged Property
|
140
|
Most Recent NOI
|
143
|
MSA
|
143
|
Net Default Interest
|
281
|
Net Mortgage Rate
|
229
|
Net Operating Income
|
143
|
NOI
|
143
|
NOI Date
|
143
|
Non-Control Note
|
176
|
Non-Controlling Holder
|
176
|
Nonrecoverable Advance
|
269
|
Non-Reduced Certificates
|
339
|
Non-Serviced Asset Representations Reviewer
|
187
|
Non-Serviced Certificate Administrator
|
176, 187
|
Non-Serviced Certificateholders
|
187
|
Non‑Serviced Companion Loan
|
176, 187
|
Non‑Serviced Depositor
|
187
|
Non-Serviced Directing Certificateholder
|
188
|
Non‑Serviced Directing Holder
|
176
|
Non-Serviced Intercreditor Agreement
|
187
|
Non‑Serviced Master Servicer
|
176, 187
|
Non-Serviced Mortgage Loan
|
176
|
Non-Serviced Operating Advisor
|
187
|
Non‑Serviced Pari Passu Companion Loan
|
176
|
Non‑Serviced Pari Passu Whole Loan
|
177
|
Non‑Serviced PSA
|
177, 187
|
Non‑Serviced Securitization Trust
|
177, 188
|
Non‑Serviced Special Servicer
|
177, 187
|
Non‑Serviced Trustee
|
177, 187
|
Non‑Serviced Whole Loan
|
177, 187
|
Non-U.S. Person
|
401
|
Notional Amount
|
223
|
NRA
|
143
|
NRSRO
|
411
|
NRSRO
|
241, 344
|
NRSRO Certification
|
243
|
Occupancy
|
143
|
Occupancy Date
|
144
|
Offered Certificates
|
220
|
Offsetting Modification Fees
|
285
|
OID Regulations
|
393
|
OLA
|
130
|
Operating Advisor Annual Report
|
325
|
Operating Advisor Consultation Event
|
218, 323
|
Operating Advisor Consulting Fee
|
287
|
Operating Advisor Fee
|
287
|
Operating Advisor Fee Rate
|
287
|
Operating Advisor Standard
|
322, 324
|
Operating Advisor Termination Event
|
328
|
Original Balance
|
144
|
P&I Advance
|
267
|
Pads
|
148
|
PAR
|
195
|
Pari Passu Companion Loans
|
139
|
Pari Passu Serviced Intercreditor Agreement
|
178
|
Participants
|
249
|
Parties in Interest
|
408
|
Pass-Through Rate
|
228
|
Patriot Act
|
380
|
PCO
|
164
|
Percentage Interest
|
225
|
Periodic Payments
|
226
|
Permitted Investments
|
225, 273
|
Permitted Special Servicer/Affiliate Fees
|
286
|
PIPs
|
81, 157
|
Plans
|
407
|
Pooled Certificates
|
220
|
PRC
|
17
|
Preliminary Dispute Resolution Election Notice
|
351
|
Prepayment Assumption
|
394
|
Prepayment Interest Excess
|
236
|
Prepayment Interest Shortfall
|
236
|
Prepayment Provision
|
144
|
Primary Term
|
161
|
Prime Rate
|
271
|
Principal Balance Certificates
|
220
|
Principal Distribution Amount
|
230
|
Principal Shortfall
|
231
|
Privileged Information
|
327
|
Privileged Information Exception
|
327
|
Privileged Person
|
241
|
Professional Investors
|
18
|
Prohibited Prepayment
|
236
|
Promotion or Collective Investment Schemes Exemptions Order
|
17
|
Proposed Course of Action
|
351
|
Proposed Course of Action Notice
|
350
|
PSA
|
219
|
PTCE
|
410
|
Purchase Price
|
261
|
Qualified Replacement Special Servicer
|
340
|
Qualified Substitute Mortgage Loan
|
261
|
Qualifying CRE Loan Percentage
|
219
|
RAC No‑Response Scenario
|
357
|
Random Lot Certificates
|
393
|
Rated Final Distribution Date
|
235
|
Rating Agencies
|
358
|
Rating Agency Confirmation
|
358
|
REA
|
68
|
Realized Loss
|
238
|
Record Date
|
225
|
Recovered Costs
|
183
|
Registration Statement
|
407
|
Regular Certificates
|
220
|
Regular Interestholder
|
393
|
Regular Interests
|
390
|
Regulation AB
|
360
|
Reimbursement Rate
|
271
|
Related Group
|
144
|
Related Proceeds
|
270
|
Release Date
|
169
|
Relevant Investor
|
19
|
Relevant Persons
|
17
|
Relief Act
|
379
|
REMIC
|
390
|
REMIC LTV Test
|
133
|
REMIC Regulations
|
390
|
REO Account
|
273
|
REO Loan
|
232
|
REO Property
|
303
|
Requesting Certificateholder
|
352
|
Requesting Holders
|
293
|
Requesting Party
|
357
|
Required Credit Risk Retention Percentage
|
219
|
Requirements
|
379
|
Residual Certificates
|
220
|
Resolution Failure
|
350
|
Resolved
|
350
|
Restricted Group
|
409
|
Restricted Mezzanine Holder
|
242
|
Restricted Party
|
328
|
Review Materials
|
333
|
Revised Rate
|
166
|
RevPAR
|
144
|
Risk Retention Consultation Party
|
318
|
RNV
|
22
|
Rooms
|
148
|
Rule 17g‑5
|
243
|
Scheduled Certificate Interest Payments
|
214
|
Scheduled Principal Distribution Amount
|
230
|
SEC
|
189, 198
|
Securities Act
|
359
|
Securitization Accounts
|
219, 273
|
Senior Certificates
|
220
|
Senior Note Percentage Interest
|
183
|
Senior Note Relative Spread
|
183
|
Serviced AB Mortgage Loan
|
177
|
Serviced AB Whole Loan
|
177
|
Serviced Companion Loan
|
177
|
Serviced Companion Loans
|
181
|
Serviced Mortgage Loan
|
177
|
Serviced Pari Passu Companion Loan
|
177, 178
|
Serviced Pari Passu Mortgage Loan
|
177, 178
|
Serviced Pari Passu Whole Loan
|
177
|
Serviced Subordinate Companion Loan
|
177
|
Serviced Whole Loan
|
177
|
Serviced Whole Loan Custodial Account
|
271
|
Serviced Whole Loans
|
181
|
Servicer Termination Event
|
342
|
Servicing Advances
|
268
|
Servicing Compensation
|
281
|
Servicing Fee
|
281
|
Servicing Fee Rate
|
281
|
Servicing Shift Mortgage Loan
|
177
|
Servicing Shift PSA
|
177
|
Servicing Shift Securitization Date
|
178
|
Servicing Shift Whole Loan
|
178
|
Servicing Standard
|
265
|
Servicing Transfer Event
|
303
|
SF
|
144
|
SFA
|
19
|
SFO
|
18
|
Similar Law
|
408
|
SMMEA
|
411
|
Soft Lockbox
|
144
|
Soft Springing Hard Lockbox
|
144
|
Sole Certificateholder
|
285, 361
|
Spaces
|
148
|
Special Servicing Fee
|
282
|
Specially Serviced Loans
|
301
|
Springing Cash Management
|
144
|
Springing Hard Lockbox
|
144
|
Springing Soft Lockbox
|
144
|
Sq. Ft.
|
144
|
Square Feet
|
144
|
Startup Day
|
391
|
Stated Principal Balance
|
231
|
Structured Product
|
18
|
Subordinate Certificates
|
220
|
Subordinate Companion Loan
|
139, 178
|
Sub-Servicing Agreement
|
266
|
Sub-Servicing Entity
|
344
|
T-12
|
144
|
Target Price
|
213
|
TCO
|
164
|
Tenant
|
161
|
Term to Maturity
|
144
|
Terms and Conditions
|
251
|
Title Exception
|
3
|
Title V
|
378
|
Trailing 12 NOI
|
143
|
Tranche Percentage Interest
|
223
|
TRIPRA
|
88
|
Trust Component
|
222
|
Trust REMICs
|
390
|
Trust Subordinate Companion Loan
|
139, 181
|
TTM
|
144
|
U.S. Person
|
401
|
UCC
|
366
|
UK
|
16
|
UK Institutional Investor
|
136
|
UK PRIIPS Regulation
|
16
|
UK Retail Investor
|
16
|
Underwriter Entities
|
108
|
Underwriting Agreement
|
405
|
Underwritten EGI
|
144
|
Underwritten Expenses
|
144
|
Underwritten NCF
|
145
|
Underwritten NCF Debt Yield
|
145
|
Underwritten NCF DSCR
|
146
|
Underwritten Net Cash Flow
|
145
|
Underwritten Net Cash Flow DSCR
|
146
|
Underwritten Net Operating Income
|
146
|
Underwritten Net Operating Income DSCR
|
147
|
Underwritten NOI
|
146
|
Underwritten NOI Debt Yield
|
145
|
Underwritten NOI DSCR
|
147
|
Underwritten Revenues
|
148
|
Units
|
148
|
Unscheduled Principal Distribution Amount
|
231
|
Unsolicited Information
|
334
|
Upper-Tier REMIC
|
390
|
Upper-Tier REMIC Distribution Account
|
272
|
UW EGI
|
144
|
UW Expenses
|
144
|
UW NCF
|
145
|
UW NCF Debt Yield
|
145
|
UW NCF DSCR
|
146
|
UW NOI
|
146
|
UW NOI Debt Yield
|
145
|
UW NOI DSCR
|
147
|
Volcker Rule
|
138
|
Voting Rights
|
248
|
WAC Rate
|
229
|
Weighted Average Mortgage Loan Rate
|
148
|
Whole Loan
|
139, 178
|
Withheld Amounts
|
272
|
Workout Fee
|
282
|
Workout-Delayed Reimbursement Amount
|
271
|
Yield-Priced Expected Price
|
215
|
Reporting
|
Reporting
|
Mortgage
|
Cut-off
|
||||
Period
|
Period
|
Loan
|
Original
|
Date
|
|||
Property Flag
|
ID
|
Property Name
|
Start
|
End
|
Originator
|
Balance($)
|
Balance($)
|
|
|
|
|
|
|
|
|
General
|
Detailed
|
Original
|
Securitization
|
Interest
|
||||
Maturity
|
Property
|
Property
|
Interest
|
Interest
|
Interest
|
Administrative
|
Primary
|
Accrual
|
or ARD Balance($)
|
Type
|
Type
|
Rate
|
Rate
|
Rate Type
|
Fee Rate
|
Servicer
|
Basis
|
|
|
|
|
|
|
|
|
Original
|
Remaining
|
Original
|
Remaining
|
First
|
||||||
Term to
|
Term to
|
Amortization
|
Amortization
|
Origination
|
Payment
|
Payment
|
Payment
|
Maturity
|
ARD Loan
|
Final
|
Maturity or ARD
|
Maturity or ARD
|
Term
|
Term
|
Date
|
Date
|
Frequency
|
Type
|
or ARD Date
|
(Yes/No)
|
Maturity Date
|
|
|
|
|
|
|
|
|
|
|
Pari Passu
|
Pari Passu
|
||||||
Monthly
|
Annual
|
Companion Loan
|
Companion Loan
|
||||
Debt
|
Debt
|
Monthly Debt
|
Annual Debt
|
Interest Only
|
ARM
|
[ARM
|
[ARM First Rate
|
Service($)
|
Service($)
|
Service($)
|
Service($)
|
(Yes/No)
|
(Yes/No)
|
Index]
|
Adjustment Date]
|
|
|
|
|
|
|
|
|
[ARM First Rate
|
[ARM
|
[ARM
|
[ARM
|
||||
Payment Adjustment
|
[ARM
|
[ARM
|
[ARM
|
Rate Increase
|
Rate Decrease
|
Pay Adjustment
|
[ARM
|
Date]
|
Margin]
|
Lifetime Cap]
|
Lifetime Floor]
|
Limit]
|
Limit]
|
Max ($/%)]
|
Rate Reset]
|
|
|
|
|
|
|
|
|
Original
|
Remaining
|
|||||
[ARM
|
[ARM
|
Balloon
|
Interest Only
|
Interest Only
|
Cash
|
|
Pay Reset]
|
Index Look Back
|
(Yes/No)
|
Period
|
Period
|
Lockbox
|
Management
|
|
|
|
|
|
|
|
Crossed
|
||||||||
With
|
Related
|
Underwritten
|
Underwritten
|
Grace
|
Payment
|
Appraised
|
||
Other Loans
|
Borrower Group
|
NOI DSCR
|
NCF DSCR
|
NOI DSCR
|
NCF DSCR
|
Period
|
Date
|
Value ($)
|
|
|
|
|
|
|
|
|
|
FIRREA
|
Cut-Off
|
|||||
Appraisal
|
Appraisal
|
Appraisal
|
Compliant
|
Date LTV
|
LTV Ratio at
|
|
Source
|
Date
|
As-of Date
|
(Yes/No)
|
Ratio
|
Maturity or ARD
|
Address
|
|
|
|
|
|
|
|
Net
|
|||||||
Rentable Area
|
Units
|
||||||
Year
|
Year
|
(SF/Units/Rooms/
|
of
|
||||
City
|
County
|
State
|
Zip Code
|
Built
|
Renovated
|
Pads/Beds/Homes)
|
Measure
|
|
|
|
|
|
|
|
|
Loan per Net
|
||||||
Rentable Area
|
||||||
(SF/Units/Rooms/
|
Prepayment Provisions
|
Prepayment Premium
|
Prepayment Premium
|
Most Recent TTM Operating
|
Most Recent
|
Most Recent
|
Pads/Beds/Homes) ($)
|
(# of payments)
|
(Yes/No)
|
End Date
|
Statements End Date
|
Revenue ($)
|
EGI ($)
|
|
|
|
|
|
|
Most Recent
|
Second Most
|
Second
|
Second
|
Second
|
Third Most
|
Third
|
Third
|
|
Operating
|
Most Recent
|
Recent Operating
|
Most Recent
|
Most Recent
|
Most Recent
|
Recent Operating
|
Most Recent
|
Most Recent
|
Expenses($)
|
NOI($)
|
Statements Date
|
EGI($)
|
Expenses($)
|
NOI($)
|
Statements Date
|
EGI($)
|
Expenses($)
|
|
|
|
|
|
|
|
|
|
Third
|
Underwriting
|
|||||||
Most Recent
|
Criteria Met
|
Underwritten NOI
|
Underwritten NCF
|
Underwritten
|
Underwritten
|
Underwritten
|
||
NOI($)
|
(Yes/No)
|
Debt Yield
|
Debt Yield
|
Revenue($)
|
EGI($)
|
Expenses($)
|
NOI ($)
|
Reserves($)
|
|
|
|
|
|
|
|
|
|
Underwritten
|
Underwritten
|
Ownership
|
Ground Lease
|
Ground Lease
|
||
TI/LC($)
|
NCF ($)
|
Interest
|
Expiration
|
Extension Terms
|
Largest Tenant
|
SF
|
|
|
|
|
|
|
|
Lease
|
Lease
|
|||
Expiration
|
2nd Largest Tenant
|
SF
|
Expiration
|
3rd Largest Tenant
|
|
|
|
|
|
Lease
|
Lease
|
|||||
SF
|
Expiration
|
4th Largest Tenant
|
SF
|
Expiration
|
5th Largest Tenant
|
SF
|
|
|
|
|
|
|
|
Lease |
Upfront
|
Monthly
|
Upfront
|
Monthly
|
Upfront
|
||||
Lease
|
Occupancy
|
Rollover
|
Property
|
Replacement
|
Replacement
|
TI/LC
|
TI/LC
|
Tax
|
|
Expiration
|
Occupancy
|
As-of Date
|
Review Date
|
Status
|
Reserves($)
|
Reserves ($)
|
Reserves ($)
|
Reserves ($)
|
Reserves ($)
|
|
|
|
|
|
|
|
|
|
|
Monthly
|
Upfront
|
Monthly
|
Upfront
|
Other
|
Environmental
|
||
Tax
|
Insurance
|
Insurance
|
Engineering
|
Other
|
Reserves
|
Report
|
Engineering
|
Reserves ($)
|
Reserves($)
|
Reserves ($)
|
Reserve($)
|
Reserves ($)
|
Description
|
Date
|
Report Date
|
|
|
|
|
|
|
|
|
Existing
|
||||
Loan
|
Additional Debt
|
|||
Purpose
|
Sponsor
|
Guarantor
|
Amount
|
Existing Additional Debt Description
|
|
|
|
|
|
Future Debt
|
Deferred
|
Deferred
|
[Post
|
[Post
|
||||
Permitted
|
Interest
|
Interest
|
Workout
|
Modification
|
[Date of
|
[Modification
|
Modification
|
Modification
|
Type
|
Cumulative
|
Collected
|
Strategy
|
(Yes/No)
|
Modification]
|
Code]
|
Code]
|
Payment ($)]
|
|
|
|
|
|
|
|
|
|
[Post
|
||||||||
[Post
|
Modification
|
[Status of
|
[Demand
|
|||||
Modification
|
Amortization
|
[Special Servicer
|
[Master Servicer
|
Repurchase
|
Repurchase
|
[Repurchase
|
Resolution
|
|
Maturity Date]
|
Period]
|
Transfer Date]
|
Transfer Date]
|
Demand (Yes/No)
|
Demand]
|
Amount]
|
Date]
|
[Repurchaser]
|
|
|
|
|
|
|
|
|
|
[Repurchase
|
[Underwriting
|
Reason]
|
Exception]
|
|
(1) |
“GACC” denotes German American Capital Corporation, as Mortgage Loan Seller [INCLUDE OTHER MORTGAGE LOAN SELLERS]
|
Range of Cut-off Date Balances
|
Number of
Mortgage Loans |
Aggregate
Cut-off Date Balance |
% of Initial
Outstanding Pool
Balance |
Weighted Averages
|
||||
Mortgage Rate
|
Stated
Remaining Term
(Mos.)(2)
|
U/W NCF DSCR
|
Cut-off Date
LTV Ratio (3)(4) |
Maturity
Date or
ARD LTV(3)
|
||||
Total/Weighted Average
|
Range of Mortgage Rates
|
Number of
Mortgage Loans |
Aggregate
Cut-off Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||
Mortgage Rate
|
Stated
Remaining Term
(Mos.)(2)
|
U/W NCF DSCR
|
Cut-off Date
LTV Ratio (3)(4) |
Maturity
Date or
ARD LTV(3)
|
||||
Total/Weighted Average
|
Property Type
|
Number of
Mortgaged
Properties
|
Aggregate
Cut-off Date Balance
|
% of Initial
Outstanding Pool Balance |
Number
of Units/Rooms/Pads/
NRA/Beds/Keys
|
Weighted Averages
|
||||||
Cut-off Date
Balance per Unit/Room/Pad/ NRA/Bed/Key
|
Mortgage
Rate |
Stated
Remaining Term
(Mos.)(2) |
Occupancy
|
U/W NCF
DSCR
|
Cut-off
Date LTV Ratio(3)(4)
|
Maturity
Date or
ARD LTV(3)
|
|||||
Total/Weighted Average
|
State/Location
|
Number of
Mortgaged Properties
|
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||
Mortgage Rate
|
Stated
Remaining Term (Mos.)(2)
|
U/W NCF
DSCR
|
Cut-off Date
LTV Ratio(3)(4) |
Maturity
Date or ARD
LTV(3)
|
||||
Total/Weighted Average
|
Range of Cut-off Date LTV Ratios
|
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||||
Mortgage Rate
|
Stated
Remaining Term (Mos.)(2) |
U/W NCF DSCR
|
Cut-off Date
LTV Ratio |
Maturity
Date or ARD
LTV
|
||||||
Total/Weighted Average
|
Range of LTV Ratios
at Maturity or ARD
|
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||||
Mortgage Rate
|
Stated
Remaining Term (Mos.)(2) |
U/W NCF DSCR
|
Cut-off Date
LTV Ratio(4) |
Maturity Date or
ARD LTV
|
||||||
Total/Weighted Average
|
Range of Underwritten
NCF Debt Service C
overage Ratios
|
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||||
Mortgage Rate
|
Stated
Remaining Term (Mos.)(2) |
U/W NCF DSCR
|
Cut-off Date
LTV Ratio(3)(4) |
Maturity Date
or ARD LTV(3)
|
||||||
Total/Weighted
Average
|
Original Terms
to Maturity or ARD |
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||
Mortgage Rate
|
Stated
Remaining Term (Mos.) |
U/W NCF DSCR
|
Cut-off Date
LTV Ratio (3)(4) |
Maturity Date or ARD LTV(3)
|
||||
Total/Weighted Average
|
Range of Remaining Terms
to Maturity or ARD |
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||||
Mortgage Rate
|
Stated
Remaining Term (Mos.) |
U/W NCF DSCR
|
Cut-off Date
LTV Ratio(3)(4) |
Maturity Date or ARD LTV(3)
|
||||||
Total/Weighted Average
|
Range of Underwritten NOI Debt Yields
|
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||||
Mortgage Rate
|
Stated
Remaining Term (Mos.)(2) |
U/W NCF DSCR
|
Cut-off Date
LTV Ratio(3) |
Maturity Date or ARD LTV(3)
|
||||||
Total/Weighted Average
|
Amortization Type
|
Number of
Mortgage Loans |
Aggregate Cut-off
Date Balance |
% of Initial
Outstanding Pool Balance |
Weighted Averages
|
||||
Mortgage Rate
|
Stated
Remaining Term (Mos.)(2) |
U/W NCF
DSCR |
Cut-off Date
LTV Ratio(3)(4) |
Maturity Date or ARD LTV(3)
|
||||
Total/Weighted Average
|
Footnotes:
|
||
(1)
|
With respect to the each pari passu whole loan, LTV, DSCR, debt yield and cut-off balance per Unit/Room/Pad/NRA/Bed/Key calculations include the related pari passu companion loan(s).
|
|
(2)
|
In the case of the [__] mortgage loans with anticipated repayment dates, Original Terms to Maturity or ARD (Mos.) and Remaining Terms to Maturity (Mos.) is
through the related anticipated repayment date.
|
|
(3)
|
With respect to [__] mortgage loans, representing [__]% of the aggregate initial outstanding principal balance, the Cut-off Date LTV and Maturity Date or ARD
LTV have in certain cases been calculated based on the “as-stabilized” or “as-hypothetical” value. For additional information, see the Footnotes to Annex A-1 in the Free Writing Prospectus.
|
|
(4)
|
With respect to [__] mortgage loans, representing [__]% of the aggregate initial outstanding principal balance, the Cut-off Date LTV and U/W NOI Debt Yield
have been calculated net of any related earnouts. For additional information, see the Footnotes to Annex A-1 in the Free Writing Prospectus.
|
|
(5)
|
Reflects allocated loan amount for properties securing multi-property mortgage loans.
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[SIGNIFICANT OBLIGOR]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[SIGNIFICANT OBLIGOR]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
Mortgage Loan Information
|
|
Loan Seller:
|
[_____]
|
Loan Purpose:
|
[_____]
|
Sponsors:
|
[_____]
|
Borrowers:
|
[_____]
|
Original Balance:
|
$[_____]
|
Cut-off Date Balance:
|
$[_____]
|
% by Initial UPB:
|
[_____]%
|
Interest Rate:
|
[_____]%
|
Payment Date:
|
[_____]
|
First Payment Date:
|
[_____]
|
Maturity Date:
|
[_____]
|
Amortization:
|
[_____] months
|
Additional Debt:
|
[_____]
|
Call Protection:
|
[_____]
|
Lockbox / Cash Management:
|
[_____] / [_____]
|
Reserves(1)
|
||
Initial
|
Monthly
|
|
[TYPE]:
|
[_____]
|
[_____]
|
Financial Information
|
||
Cut-off Date Balance / Sq. Ft.:
|
$[___]
|
|
Balloon Balance / Sq. Ft.:
|
$[___]
|
|
Cut-off Date LTV:
|
[___]%
|
|
Balloon LTV:
|
[___]%
|
|
Underwritten NOI DSCR:
|
[___]x
|
|
Underwritten NCF DSCR:
|
[___]x
|
|
Underwritten NOI Debt Yield:
|
[___]%
|
|
Underwritten NCF Debt Yield:
|
[___]%
|
|
Underwritten NOI Debt Yield at Balloon:
|
[___]%
|
|
Underwritten NCF Debt Yield at Balloon:
|
[___]%
|
|
Property Information
|
|
Single Asset / Portfolio:
|
[_____]
|
Property Type:
|
[_____]
|
Collateral:
|
[_____]
|
Location:
|
[_____]
|
Year Built / Renovated:
|
[_____] / [_____]
|
Total Sq. Ft.:
|
[_____]
|
Total Collateral Sq. Ft.:
|
[_____]
|
Property Management:
|
[_____]
|
Underwritten NOI:
|
$[_____]
|
Underwritten NCF:
|
$[_____]
|
Appraised Value:
|
$[_____]
|
Appraisal Date:
|
[_____]
|
Historical NOI
|
|
Most Recent NOI:
|
$[_____] ([_____])
|
20[__] NOI:
|
$[_____] ([_____])
|
20[__] NOI:
|
$[_____] ([_____])
|
20[__] NOI:
|
$[_____] ([_____])
|
Historical Occupancy
|
|
Most Recent Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[SIGNIFICANT OBLIGOR]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
Tenant Summary
|
||||||||
Tenant Mix
|
Ratings
|
Total
Sq. Ft.
|
% of Total
Collateral Sq. Ft. |
Lease
Expiration
|
Annual UW Base Rent PSF
|
Total Sales (000s)(2)
|
Sales PSF(2)
|
Occupancy Cost(2)
|
[EACH OF THE THREE LARGEST TENANTS]
|
||||||||
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[SIGNIFICANT OBLIGOR]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
Lease Rollover Schedule(1)
|
||||||||
Year
|
# of Leases
Expiring
|
Total Expiring
Sq. Ft.
|
% of Total Sq.
Ft. Expiring
|
Cumulative
Sq. Ft.
Expiring
|
Cumulative
% of Sq. Ft. Expiring
|
Annual U/W Base Rent
PSF
|
% U/W Base Rent
Rolling
|
Cumulative %
of U/W
Base Rent
|
MTM
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
Thereafter
|
||||||||
Vacant
|
||||||||
Total / Wtd. Avg.
|
|
(1)
|
A limited number of tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration
date of the tenant lease and that are not considered in the lease rollover schedule or the site plan.
|
Sources and Uses
|
||||||
Sources
|
Proceeds
|
% of Total
|
Uses
|
Proceeds
|
% of Total
|
|
Total Sources
|
Total Uses
|
Historical Sales PSF(1)
|
|||||||
20[__]
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
Occupancy Cost
|
||
Total / Wtd Avg.
|
(1)
|
Historical Sales PSF is based on historical operating statements provided by the borrower.
|
Cash Flow Analysis
|
||||||
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
U/W
|
U/W PSF
|
Net Operating Income
|
||||||
Net Cash Flow
|
||||||
Average Effective Annual Rent PSF
|
||||||
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[SIGNIFICANT OBLIGOR]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[SIGNIFICANT OBLIGOR]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[MORTGAGE LOAN]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[MORTGAGE LOAN]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
Mortgage Loan Information
|
|
Loan Seller:
|
[_____]
|
Loan Purpose:
|
[_____]
|
Sponsors:
|
[_____]
|
Borrowers:
|
[_____]
|
Original Balance:
|
$[_____]
|
Cut-off Date Balance:
|
$[_____]
|
% by Initial UPB:
|
[_____]%
|
Interest Rate:
|
[_____]%
|
Payment Date:
|
[_____]
|
First Payment Date:
|
[_____]
|
Maturity Date:
|
[_____]
|
Amortization:
|
[_____] months
|
Additional Debt:
|
[_____]
|
Call Protection:
|
[_____]
|
Lockbox / Cash Management:
|
[_____] / [_____]
|
Reserves(1)
|
||
Initial
|
Monthly
|
|
[TYPE]:
|
[_____]
|
[_____]
|
Financial Information
|
||
Cut-off Date Balance / Sq. Ft.:
|
$[___]
|
|
Balloon Balance / Sq. Ft.:
|
$[___]
|
|
Cut-off Date LTV:
|
[___]%
|
|
Balloon LTV:
|
[___]%
|
|
Underwritten NOI DSCR:
|
[___]x
|
|
Underwritten NCF DSCR:
|
[___]x
|
|
Underwritten NOI Debt Yield:
|
[___]%
|
|
Underwritten NCF Debt Yield:
|
[___]%
|
|
Underwritten NOI Debt Yield at Balloon:
|
[___]%
|
|
Underwritten NCF Debt Yield at Balloon:
|
[___]%
|
|
Property Information
|
|
Single Asset / Portfolio:
|
[_____]
|
Property Type:
|
[_____]
|
Collateral:
|
[_____]
|
Location:
|
[_____]
|
Year Built / Renovated:
|
[_____] / [_____]
|
Total Sq. Ft.:
|
[_____]
|
Total Collateral Sq. Ft.:
|
[_____]
|
Property Management:
|
[_____]
|
Underwritten NOI:
|
$[_____]
|
Underwritten NCF:
|
$[_____]
|
Appraised Value:
|
$[_____]
|
Appraisal Date:
|
[_____]
|
Historical NOI
|
|
Most Recent NOI:
|
$[_____] ([_____])
|
20[__] NOI:
|
$[_____] ([_____])
|
20[__] NOI:
|
$[_____] ([_____])
|
20[__] NOI:
|
$[_____] ([_____])
|
Historical Occupancy
|
|
Most Recent Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
20[__] Occupancy:
|
[___]% ([_____])
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[MORTGAGE LOAN]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
Tenant Summary
|
||||||||
Tenant Mix
|
Ratings
|
Total
Sq. Ft.
|
% of Total
Collateral Sq. Ft. |
Lease
Expiration
|
Annual UW Base Rent PSF
|
Total Sales (000s)(2)
|
Sales PSF(2)
|
Occupancy Cost(2)
|
[EACH OF THE THREE LARGEST TENANTS]
|
||||||||
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[MORTGAGE LOAN]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
Lease Rollover Schedule(1)
|
||||||||
Year
|
# of Leases
Expiring
|
Total Expiring
Sq. Ft.
|
% of Total Sq.
Ft. Expiring
|
Cumulative
Sq. Ft.
Expiring
|
Cumulative
% of Sq. Ft. Expiring
|
Annual U/W Base Rent
PSF
|
% U/W Base Rent
Rolling
|
Cumulative %
of U/W
Base Rent
|
MTM
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
20[__]
|
||||||||
Thereafter
|
||||||||
Vacant
|
||||||||
Total / Wtd. Avg.
|
|
(2)
|
A limited number of tenants have lease termination options related to co-tenancy provisions and sales thresholds that may become exercisable prior to the originally stated expiration
date of the tenant lease and that are not considered in the lease rollover schedule or the site plan.
|
Sources and Uses
|
||||||
Sources
|
Proceeds
|
% of Total
|
Uses
|
Proceeds
|
% of Total
|
|
Total Sources
|
Total Uses
|
Historical Sales PSF(1)
|
|||||||
20[__]
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
Occupancy Cost
|
||
Total / Wtd Avg.
|
(2)
|
Historical Sales PSF is based on historical operating statements provided by the borrower.
|
Cash Flow Analysis
|
||||||
|
20[__]
|
20[__]
|
20[__]
|
20[__]
|
U/W
|
U/W PSF
|
Net Operating Income
|
||||||
Net Cash Flow
|
||||||
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[MORTGAGE LOAN]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
[ADDRESS]
|
Collateral Asset Summary – Loan No. [__]
[MORTGAGE LOAN]
|
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
|
$[_____]
[___]%
[___]x
[___]%
|
I. |
Population of Mortgage Loans that Were Considered in Compiling this Report
|
I.
|
The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].
|
a.
|
[●] of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.
|
b.
|
Asset Status Reports were issued with respect to [●] of such Specially Serviced Mortgage Loans. This report is based only on the Specially Serviced Mortgage Loans in respect of
which an Asset Status Report has been issued. The Asset Status Reports may not yet be fully implemented.
|
[II. |
Executive Summary
|
1.
|
Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present value calculations
and Appraisal Reduction calculations and [LIST OTHER
|
|
REVIEWED INFORMATION] for the following [●] Specially Serviced Mortgage Loans: [List applicable mortgage loans]
|
II.
|
Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations
and Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the
Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing
Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.
|
III.
|
Specific Items of Review
|
1.
|
The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].
|
2.
|
During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans:
[LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special
Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].
|
III.
|
Appraisal Reduction calculations and net present value calculations:
|
IV.
|
The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the special servicer.
|
a.
|
The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such
calculation.
|
b.
|
After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations, such inaccuracy [has been/ has not been] resolved.
|
V.
|
The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].
|
VI.
|
In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].]
|
[II. |
Executive Summary
|
1.
|
Reviewed information available to Privileged Persons on the certificate administrator’s website that is relevant to the operating advisor’s obligations under the PSA, and certain information it has
requested from special servicer.
|
2.
|
[Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net
present value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Mortgage Loans: [List applicable mortgage loans]
|
3.
|
Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations
and Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the
Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing
Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application
of the non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.
|
1.
|
The Operating Advisor reviewed the following items and actions in connection with the generation of this report: [LIST MATERIAL ITEMS AND ACTIONS].
|
2.
|
[During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans:
[LIST]. The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and
|
|
recommendations appropriate. The Special Servicer [agreed with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following:
[LIST].]
|
3.
|
Appraisal Reduction calculations and net present value calculations:
|
4.
|
The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action to take in connection
with the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the special servicer.
|
a.
|
The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such
calculation.
|
b.
|
After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations, such inaccuracy [has been/ has not been] resolved.
|
5.
|
The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].
|
IV. |
Qualifications Related to the Work Product Undertaken and Opinions Related to this Report
|
1.
|
The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any Specially Serviced Mortgage Loan. The Operating Advisor does
not have authority to speak with the Directing Holder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if
any, in gathering the relevant information to generate this report. In connection with any assessment of whether the special servicer satisfied its obligation to service and administer the Mortgage Loans in accordance with
applicable law, the operating advisor will not be required, in the ordinary course, to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.
|
2.
|
The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no
responsibility or authority to alter the standards set forth therein.
|
3.
|
Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held between it and the Special Servicer regarding any
Specially Serviced Mortgage Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the
Operating Advisor is given access to by the Special Servicer.
|
4.
|
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes,
collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has
|
|
not assessed the Special Servicer’s operational compliance with respect to those types of actions.
|
5.
|
The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator
through the certificate administrator’s website.
|
(i) |
The Ground Lease or a memorandum regarding such Ground Lease has been duly recorded or submitted for recordation in a form that is acceptable for recording in the applicable jurisdiction. The Ground Lease or an estoppel or
other agreement received from the ground lessor permits the interest of the lessee to be encumbered by the related Mortgage and does not restrict the use of the related Mortgaged Property by such lessee, its successors or
assigns in a manner that would materially adversely affect the security provided by the related Mortgage;
|
(ii) |
The lessor under such Ground Lease has agreed in a writing included in the related Mortgage File (or in such Ground Lease) that the Ground Lease may not be amended or modified, or canceled or terminated by agreement of
lessor and lessee, without the prior written consent of the lender, and no such consent has been granted by the Mortgage Loan Seller since the origination of the Mortgage Loan except as reflected in any written instruments
which are included in the related Mortgage File;
|
(iii) |
The Ground Lease has an original term (or an original term plus one or more optional renewal terms, which, under all circumstances, may be exercised, and will be enforceable, by either Borrower or the mortgagee) that
extends not less than 20 years beyond the stated maturity of the related Mortgage Loan, or 10 years past the stated maturity if such Mortgage Loan fully amortizes by the stated maturity (or with respect to a Mortgage Loan that
accrues on an actual 360 basis, substantially amortizes);
|
(iv) |
The Ground Lease either (i) is not subject to any liens or encumbrances superior to, or of equal priority with, the Mortgage, except for the related fee interest of the ground lessor and the Permitted Encumbrances, or
(ii) is subject to a subordination, non‑disturbance and attornment agreement to which the mortgagee on the lessor’s fee interest in the Mortgaged Property is subject;
|
(v) |
The Ground Lease does not place commercially unreasonable restrictions on the identity of the Mortgagee and the Ground Lease is assignable to the holder of the Mortgage Loan and its successors and assigns without the
consent of the lessor thereunder, and in the event it is so assigned, it is further assignable by the holder of the Mortgage Loan and its successors and assigns without the consent of the lessor;
|
(vi) |
The Mortgage Loan Seller has not received any written notice of material default under or notice of termination of such Ground Lease. To the Mortgage Loan Seller’s knowledge, there is no material default under such Ground
Lease and no condition that, but for the passage of time or giving of notice, would result in a material default
|
under the terms of such Ground Lease and to the Mortgage Loan Seller’s knowledge, such Ground Lease is in full force and effect as of the Closing Date;
|
(vii) |
The Ground Lease or ancillary agreement between the lessor and the lessee requires the lessor to give to the lender written notice of any default, and provides that no notice of default or termination is effective against the
lender unless such notice is given to the lender;
|
(viii) |
A lender is permitted a reasonable opportunity (including, where necessary, sufficient time to gain possession of the interest of the lessee under the Ground Lease through legal proceedings) to cure any default under the Ground
Lease which is curable after the lender’s receipt of notice of any default before the lessor may terminate the Ground Lease;
|
(ix) |
The Ground Lease does not impose any restrictions on subletting that would be viewed as commercially unreasonable by the Mortgage Loan Seller in connection with loans originated for securitization;
|
(x) |
Under the terms of the Ground Lease, an estoppel or other agreement received from the ground lessor and the related Mortgage (taken together), any related insurance proceeds or the portion of the condemnation award allocable
to the ground lessee’s interest (other than (i) de minimis amounts for minor casualties or (ii) in respect of a total or substantially total
loss or taking as addressed in clause (k) below) will be applied either to the repair or to restoration of all or part of the related Mortgaged Property with (so long as such proceeds are in excess of the threshold amount
specified in the related Loan Documents) the lender or a trustee appointed by it having the right to hold and disburse such proceeds as repair or restoration progresses, or to the payment of the outstanding principal balance of
the Mortgage Loan, together with any accrued interest;
|
(xi) |
In the case of a total or substantially total taking or loss, under the terms of the Ground Lease, an estoppel or other agreement and the related Mortgage (taken together), any related insurance proceeds, or portion of the
condemnation award allocable to ground lessee’s interest in respect of a total or substantially total loss or taking of the related Mortgaged Property to the extent not applied to restoration, will be applied first to the
payment of the outstanding principal balance of the Mortgage Loan, together with any accrued interest; and
|
(xii) |
Provided that the lender cures any defaults which are susceptible to being cured, the ground lessor has agreed to enter into a new lease with
lender upon termination of the Ground Lease for any reason, including rejection of the Ground Lease in a bankruptcy proceeding.
|
German American Capital Corporation
|
||
Rep. No. on Annex D-1
|
Mortgage Loan and Number as Identified on Annex A-1
|
Description of Exception
|
|
|
Summary of Certificates
|
4
|
|
Important Notice Regarding the Offered Certificates
|
14
|
|
Important Notice About Information Presented in This Prospectus
|
14
|
|
Summary of Terms
|
23
|
|
Summary of Risk Factors
|
55
|
|
Risk Factors
|
57
|
|
Description of the Mortgage Pool
|
139
|
|
Transaction Parties
|
190
|
|
Credit Risk Retention
|
207
|
|
Description of the Certificates
|
219
|
|
Description of the Mortgage Loan Purchase Agreements
|
253
|
|
Pooling and Servicing Agreement
|
263
|
|
Certain Legal Aspects of Mortgage Loans
|
365
|
|
Certain Affiliations, Relationships and Related Transactions Involving Transaction Parties
|
380
|
|
Pending Legal Proceedings Involving Transaction Parties
|
381
|
|
Use of Proceeds
|
381
|
|
Yield and Maturity Considerations
|
382
|
|
Material Federal Income Tax Considerations
|
390
|
|
Certain State and Local Tax Considerations
|
404
|
|
Method of Distribution (Conflicts of Interest)
|
405
|
|
Incorporation of Certain Information by Reference
|
406
|
|
Where You Can Find More Information
|
407
|
|
Financial Information
|
407
|
|
Certain ERISA Considerations
|
407
|
|
Legal Investment
|
411
|
|
Legal Matters
|
412
|
|
Ratings
|
412
|
|
Index of Defined Terms
|
414
|
ANNEX A-1
|
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
|
A-1-1
|
|
ANNEX A-2
|
CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES
|
A-2-1
|
|
ANNEX A-3
|
DESCRIPTION OF TOP FIFTEEN MORTGAGE LOANS AND ADDITIONAL MORTGAGE LOAN INFORMATION
|
A-3-1
|
|
ANNEX B
|
FORM OF REPORT TO CERTIFICATEHOLDERS
|
B-1
|
|
ANNEX C
|
FORM OF OPERATING ADVISOR ANNUAL REPORT
|
C-1
|
|
ANNEX D-1
|
MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
|
D-1-1
|
|
ANNEX D-2
|
EXCEPTIONS TO MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
|
D-2-1
|
|
ANNEX E
|
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
|
E-1
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [__]
|
$
|
|
Class [PEZ]
|
$
|
|
|
SEC Registration Fee
|
$ *
|
Printing and Engraving Fees
|
**
|
Legal Fees and Expenses
|
**
|
Accounting Fees and Expenses
|
**
|
Trustee Fees and Expenses
|
**
|
Rating Agency Fees
|
**
|
Miscellaneous
|
**
|
Total
|
$ **
|
4.3
|
Pari Passu Serviced Intercreditor Agreement(5)
|
4.4
|
AB Intercreditor Agreement(5)
|
4.5
|
Non-Serviced Intercreditor Agreement(5)
|
102.1
|
Asset Data File.(7)
|
103.1
|
Asset Related Documents. (7)
|
(1) |
Incorporated by reference from the Registration Statement on Form SF-3 (File No. 333-226943) filed on August 20, 2018.
|
(2) |
Incorporated by reference from the Registration Statement on Form S-3 (File No. 333-112636) filed on February 9, 2004.
|
(3) |
Incorporated by reference from the Registration Statement on Form SF-3 (File No. 333-206705) filed on September 1, 2015.
|
(4) |
This document will be filed for each transaction that contains a Non-Serviced Mortgage Loan as an exhibit on Form 8-K no later than the date on which the related prospectus is required to be filed with the Commission.
|
(5) |
This document will be filed for each transaction that contains a Serviced Pari Passu Mortgage Loan, an AB Mortgage Loan or a Non-Serviced Mortgage Loan, respectively, as an exhibit on Form 8-K no later than the date on which the related
prospectus is required to be filed with the Commission.
|
(6) |
Incorporated by reference from the Registration Statement on Form SF-3 (File No. 333-226943) filed on September 20, 2018. An executed certification for each transaction will be filed as an exhibit on Form 8-K no later than the date on
which the related prospectus is required to be filed with the Commission.
|
(7) |
Incorporated by reference from the Form ABS-EE.
|
(i)
|
Each prospectus filed by the undersigned Registrant pursuant to Rule 424(b)(3) and (h) shall be deemed to be part of this registration statement as of the date
the filed prospectus was deemed part of and included in this registration statement; and
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of this registration statement in reliance on Rule 430D relating to an
offering made pursuant to Rule 415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in this registration statement as
of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430D, for liability purposes of
the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of this registration statement relating to the securities in this registration statement to which that prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in this registration statement or prospectus that is part of this registration statement or made in a document incorporated or deemed
incorporated by reference into this registration statement or prospectus that is part of this registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement
that was made in this registration statement or prospectus that was part of this registration statement or made in any such document immediately prior to such effective date.
|
DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION | |||
|
By:
|
/s/ Helaine Kaplan | |
Name: Helaine Kaplan | |||
Title: President and Managing Director (Principal Executive Officer) | |||
By:
|
/s/ Todd Dakan | ||
Name: Todd Dakan | |||
Title: Director and Chief Financial Officer |
Signature
|
Capacity
|
Date
|
/s/ Helaine Kaplan
|
President and Managing Director (Principal Executive Officer)
|
October 15, 2021
|
Helaine Kaplan
|
||
/s/ Todd Dakan
|
Director and Chief Financial Officer
|
October 15, 2021
|
Todd Dakan
|
||
/s/ Robert Pettinato Jr.
|
Director
|
October 15, 2021
|
Robert Pettinato Jr.
|
||
/s/ Ivan Zeron-Salazar
|
Director
|
October 15, 2021
|
Ivan Zeron-Salazar
|
4.3
|
Pari Passu Serviced Intercreditor Agreement(5)
|
4.4
|
AB Intercreditor Agreement(5)
|
4.5
|
Non-Serviced Intercreditor Agreement(5)
|
102.1
|
Asset Data File.(7)
|
103.1
|
Asset Related Documents. (7)
|
(1) |
Incorporated by reference from the Registration Statement on Form SF-3 (File No. 333-226943) filed on August 20, 2018.
|
(2) |
Incorporated by reference from the Registration Statement on Form S-3 (File No. 333-112636) filed on February 9, 2004.
|
(3) |
Incorporated by reference from the Registration Statement on Form SF-3 (File No. 333-206705) filed on September 1, 2015.
|
(4) |
This document will be filed for each transaction that contains a Non-Serviced Mortgage Loan as an exhibit on Form 8-K no later than the date on which the related prospectus is required to be filed with the Commission.
|
(5) |
This document will be filed for each transaction that contains a Serviced Pari Passu Mortgage Loan, an AB Mortgage Loan or a Non-Serviced Mortgage Loan, respectively, as an exhibit on Form 8-K no later than the date on which the related
prospectus is required to be filed with the Commission.
|
(6) |
Incorporated by reference from the Registration Statement on Form SF-3 (File No. 333-226943) filed on September 20, 2018. An executed certification for each transaction will be filed as an exhibit on Form 8-K no later than the date on
which the related prospectus is required to be filed with the Commission.
|
(7)
|
Incorporated by reference from the Form ABS-EE.
|
TABLE OF CONTENTS
|
||
Page
|
ARTICLE I
DEFINITIONS |
||
Section 1.01
|
Defined Terms
|
4
|
Section 1.02
|
Certain Calculations
|
122
|
Section 1.03
|
Certain Constructions
|
127
|
Section 1.04
|
Certain Matters Relating to the Non-Serviced Mortgage Loans
|
127
|
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES |
||
Section 2.01
|
Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements
|
129
|
Section 2.02
|
Acceptance by Custodian and the Trustee
|
138
|
Section 2.03
|
Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans
|
140
|
Section 2.04
|
Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations
Reviewer
|
157
|
Section 2.05
|
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests and the Loan Specific REMIC Regular Interests
|
166
|
Section 2.06
|
Miscellaneous REMIC and Grantor Trust Provisions
|
167
|
ARTICLE III
ADMINISTRATION AND SERVICING OF THE TRUST FUND |
||
Section 3.01
|
The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans
|
168
|
Section 3.02
|
Liability of the Master Servicer and the Special Servicer When Sub-Servicing
|
174
|
Section 3.03
|
Collection of Mortgage Loan and Serviced Companion Loan Payments
|
174
|
Section 3.04
|
Collection of Taxes, Assessments and Similar Items; Escrow Accounts
|
175
|
Section 3.05
|
Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Collection Accounts
|
177
|
Section 3.06
|
Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Collection Accounts and the Distribution Accounts; Trust Ledger
|
186
|
Section 3.07
|
Investment of Funds in the Collection Accounts, the Serviced Whole Loan Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the
REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts
|
208
|
Section 3.08
|
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage
|
210
|
Section 3.09
|
Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions
|
215
|
Section 3.10
|
Appraisals; Realization upon Defaulted Mortgage Loans
|
222
|
Section 3.11
|
Custodian to Cooperate; Release of Mortgage Files
|
228
|
Section 3.12
|
Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation; [Mortgage Loan Seller Strip]
|
229
|
Section 3.13
|
Reports to the Certificate Administrator; Collection Account Statements
|
237
|
Section 3.14
|
Access to Certain Documentation
|
244
|
Section 3.15
|
Title and Management of REO Properties and REO Accounts
|
253
|
Section 3.16
|
Sale of Specially Serviced Loans and REO Properties
|
258
|
Section 3.17
|
Additional Obligations of the Master Servicer and the Special Servicer; Inspections
|
263
|
Section 3.18
|
Authenticating Agent
|
265
|
Section 3.19
|
Appointment of Custodians
|
266
|
Section 3.20
|
Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts
|
266
|
Section 3.21
|
Servicing Advances
|
267
|
Section 3.22
|
Appointment and Replacement of Special Servicer
|
271
|
Section 3.23
|
Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report
|
278
|
Section 3.24
|
Special Instructions for the Master Servicer and/or Special Servicer
|
285
|
Section 3.25
|
Certain Rights and Obligations of the Master Servicer and/or the Special Servicer
|
286
|
Section 3.26
|
Modification, Waiver, Amendment and Consents
|
287
|
Section 3.27
|
Certain Intercreditor Matters Relating to the Serviced Whole Loans
|
294
|
Section 3.28
|
Directing Holder Contact with the Master Servicer and the Special Servicer
|
298
|
Section 3.29
|
Controlling Class Certificateholders and the Risk Retention Consultation Party; Certain Rights and Powers of the Directing Holder and the Risk Retention Consultation Party
|
298
|
Section 3.30
|
Rating Agency Confirmation
|
302
|
Section 3.31
|
Appointment and Duties of the Operating Advisor
|
304
|
Section 3.32
|
Delivery of Excluded Information to the Certificate Administrator
|
311
|
Section 3.33
|
Additional Rights of the Holders of the Loan Specific Certificates
|
311
|
Section 3.34
|
[Resignation Upon Prohibited Risk Retention Affiliation
|
313
|
ARTICLE IV
DISTRIBUTIONS TO CERTIFICATEHOLDERS |
||
Section 4.01
|
Distributions
|
314
|
Section 4.02
|
Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others
|
333
|
Section 4.03
|
Compliance with Withholding Requirements
|
346
|
Section 4.04
|
REMIC Compliance
|
346
|
Section 4.05
|
Imposition of Tax on the Trust Fund
|
349
|
Section 4.06
|
Remittances
|
350
|
Section 4.07
|
P&I Advances
|
350
|
Section 4.08
|
Appraisal Reductions; Collateral Deficiency Amounts
|
357
|
Section 4.09
|
Grantor Trust Reporting
|
361
|
ARTICLE V
THE CERTIFICATES |
||
Section 5.01
|
The Certificates
|
362
|
Section 5.02
|
Registration, Transfer and Exchange of Certificates
|
367
|
Section 5.03
|
Mutilated, Destroyed, Lost or Stolen Certificates
|
377
|
Section 5.04
|
Appointment of Paying Agent
|
378
|
Section 5.05
|
Access to Certificateholders’ Names and Addresses; Special Notices
|
378
|
Section 5.06
|
Actions of Certificateholders
|
378
|
Section 5.07
|
Rule 144A Information
|
379
|
Section 5.08
|
Exchanges of Exchangeable Certificates
|
379
|
ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING CERTIFICATEHOLDER, THE RISK RETENTION CONSULTATION PARTY, THE OPERATING ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER |
||
Section 6.01
|
Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
|
381
|
Section 6.02
|
Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the Asset Representations Reviewer or the Operating Advisor
|
382
|
Section 6.03
|
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and Others
|
383
|
Section 6.04
|
Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor
|
386
|
Section 6.05
|
Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer
|
387
|
Section 6.06
|
The Master Servicer or Special Servicer as Owners of a Certificate
|
388
|
Section 6.07
|
The Directing Holder and the Risk Retention Consultation Party
|
389
|
Section 6.08
|
Rights of Non-Directing Holders
|
393
|
ARTICLE VII
SERVICER AND OPERATING ADVISOR TERMINATION |
||
Section 7.01
|
Servicer Termination Events
|
394
|
Section 7.02
|
Trustee to Act; Appointment of Successor
|
401
|
Section 7.03
|
Notification to Certificateholders and Other Persons
|
403
|
Section 7.04
|
Other Remedies of Trustee
|
404
|
Section 7.05
|
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination
|
404
|
Section 7.06
|
Trustee as Maker of Advances
|
404
|
Section 7.07
|
Termination of the Operating Advisor
|
405
|
ARTICLE VIII
CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR |
||
Section 8.01
|
Duties of Trustee and Certificate Administrator
|
408
|
Section 8.02
|
Certain Matters Affecting the Trustee and the Certificate Administrator
|
411
|
Section 8.03
|
Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans
|
413
|
Section 8.04
|
Trustee and Certificate Administrator May Own Certificates
|
415
|
Section 8.05
|
Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification
|
415
|
Section 8.06
|
Eligibility Requirements for Trustee and Certificate Administrator
|
418
|
Section 8.07
|
Resignation and Removal of Trustee and Certificate Administrator
|
419
|
Section 8.08
|
Successor Trustee and Certificate Administrator
|
421
|
Section 8.09
|
Merger or Consolidation of Trustee or Certificate Administrator
|
422
|
Section 8.10
|
Appointment of Co-Trustee or Separate Trustee
|
422
|
ARTICLE IX
TERMINATION |
||
Section 9.01
|
Termination
|
423
|
ARTICLE X
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE |
||
Section 10.01
|
Intent of the Parties; Reasonableness
|
429
|
Section 10.02
|
Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan
|
430
|
Section 10.03
|
Information to be Provided by the Master Servicer and the Special Servicer
|
432
|
Section 10.04
|
Information to be Provided by the Trustee
|
433
|
Section 10.05
|
Filing Obligations
|
433
|
Section 10.06
|
Form 10-D Form ABS-EE Filings
|
436
|
Section 10.07
|
Form 10-K Filings
|
440
|
Section 10.08
|
Sarbanes-Oxley Certification
|
443
|
Section 10.09
|
Form 8-K Filings
|
445
|
Section 10.10
|
Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports
|
446
|
Section 10.11
|
Annual Compliance Statements
|
447
|
Section 10.12
|
Annual Reports on Assessment of Compliance with Servicing Criteria
|
448
|
Section 10.13
|
Annual Independent Public Accountants’ Servicing Report
|
451
|
Section 10.14
|
Exchange Act Reporting Indemnification
|
452
|
Section 10.15
|
Amendments
|
455
|
Section 10.16
|
Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods
|
455
|
Section 10.17
|
Termination of the Certificate Administrator
|
456
|
ARTICLE XI
THE ASSET REPRESENTATIONS REVIEWER |
||
Section 11.01
|
Asset Review
|
457
|
Section 11.02
|
Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability
|
463
|
Section 11.03
|
Resignation of the Asset Representations Reviewer
|
463
|
Section 11.04
|
Restrictions of the Asset Representations Reviewer
|
464
|
Section 11.05
|
Termination of the Asset Representations Reviewer
|
464
|
ARTICLE XII
MISCELLANEOUS PROVISIONS |
||
Section 12.01
|
Counterparts
|
467
|
Section 12.02
|
Limitation on Rights of Certificateholders
|
467
|
Section 12.03
|
Governing Law
|
468
|
Section 12.04
|
Waiver of Jury Trial; Consent to Jurisdiction
|
468
|
Section 12.05
|
Notices
|
469
|
Section 12.06
|
Severability of Provisions
|
472
|
Section 12.07
|
Notice to the Depositor and Each Rating Agency
|
472
|
Section 12.08
|
Amendment
|
474
|
Section 12.09
|
Confirmation of Intent
|
478
|
Section 12.10
|
No Intended Third-Party Beneficiaries
|
479
|
Section 12.11
|
Entire Agreement
|
479
|
Section 12.12
|
Third Party Beneficiaries
|
479
|
TABLE OF EXHIBITS
|
|
Exhibit A‑1
|
Form of [Class A-1] Certificate
|
Exhibit A‑2
|
Form of [Class A-2] Certificate
|
Exhibit A‑3
|
Form of [Class A-SB] Certificate
|
Exhibit A‑4
|
Form of [Class A-3] Certificate
|
Exhibit A‑5
|
Form of [Class A-4] Certificate
|
Exhibit A‑6
|
Form of [Class A-M] Certificate
|
Exhibit A‑7
|
Form of [Class B] Certificate
|
Exhibit A‑8
|
Form of [Class C] Certificate
|
Exhibit A‑9
|
Form of [Class PEZ] Certificate
|
Exhibit A‑10
|
Form of [Class D] Certificate
|
Exhibit A‑11
|
Form of [Class E] Certificate
|
Exhibit A‑12
|
Form of [Class F] Certificate
|
Exhibit A‑13
|
Form of [Class G] Certificate
|
Exhibit A‑14
|
Form of [Class H] Certificate
|
Exhibit A‑15
|
Form of [Class X-A] Certificate
|
Exhibit A‑16
|
Form of [Class X-B] Certificate
|
Exhibit A‑17
|
Form of [Class X-C] Certificate
|
Exhibit A‑18
|
Form of [Class X-D] Certificate
|
Exhibit A‑19
|
Form of [Class X-E] Certificate
|
Exhibit A‑20
|
Form of [Class X-F] Certificate
|
Exhibit A‑21
|
Form of [Class X-G] Certificate
|
Exhibit A‑22
|
Form of [Class R] Certificate
|
Exhibit A‑23
|
Form of [ARD CLASS] Certificate
|
Exhibit A-24
|
Form of [LOAN SPECIFIC CLASS] Certificate
|
Exhibit B
|
Mortgage Loan Schedule
|
Exhibit C‑1
|
Form of Transferee Affidavit
|
Exhibit C-2
|
Form of Transferor Letter
|
Exhibit D‑1
|
Form of Investment Representation Letter
|
Exhibit D-2
|
Form of ERISA Representation Letter
|
Exhibit E
|
Form of Request for Release
|
Exhibit F
|
Securities Legend
|
Exhibit G
|
Form of Regulation S Transfer Certificate
|
Exhibit H
|
Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
|
Exhibit I
|
Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
|
Exhibit J
|
Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
|
Exhibit K
|
Form of Distribution Date Statement
|
Exhibit L‑1A
|
Form of Investor Certification for Non-Borrower Party and/or the Risk Retention Consultation Party (for Persons other than the Directing Holder and/or a Controlling Class Certificateholder)
|
Exhibit L‑1B
|
Form of Investor Certification for Non-Borrower Party (for the Directing Holder and/or a Controlling Class Certificateholder)
|
Exhibit L‑1C
|
Form of Investor Certification for Borrower Party (for Persons other than the Directing Holder, Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
|
Exhibit L‑1D
|
Form of Investor Certification for Borrower Party (for the Directing Holder, Risk Retention Consultation Party and/or a Controlling Class Certificateholder)
|
Exhibit L-1E
|
Form of Notice of Excluded Controlling Class Holder
|
Exhibit L-1F
|
Form of Notice of Excluded Controlling Class Holder to Certificate Administrator
|
Exhibit L-1G
|
Form of Certification of the Directing Holder
|
Exhibit L-1H
|
Form of Certification of the Risk Retention Consultation Party
|
Exhibit L-2
|
Form of Financial Market Publisher Certification
|
Exhibit M
|
Form of Notification from Custodian
|
Exhibit N‑1
|
Form of Closing Date Custodian Certification
|
Exhibit N-2
|
Form of Post-Closing Custodian Certification
|
Exhibit O
|
Form of Trustee Backup Certification
|
Exhibit P
|
Form of Custodian Backup Certification
|
Exhibit Q
|
Form of Certificate Administrator Backup Certification
|
Exhibit R
|
Form of Operating Advisor Backup Certification
|
Exhibit S
|
Form of Asset Representations Reviewer Backup Certification
|
Exhibit T
|
Form of Master Servicer Backup Certification
|
Exhibit U
|
Form of Special Servicer Backup Certification
|
Exhibit V
|
Form of Sub-Servicer Backup Certification
|
Exhibit W
|
Form of Sarbanes Oxley Certification
|
Exhibit X
|
Mortgage Loan Seller Sub-Servicers
|
Exhibit Y
|
Mortgage Loans with Earnout/Holdback Provisions
|
Exhibit Z
|
Form of NRSRO Certification
|
Exhibit AA-1
|
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
|
Exhibit AA-2
|
Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
|
Exhibit BB
|
Form of Operating Advisor Annual Report
|
Exhibit CC
|
Additional Disclosure Notification
|
Exhibit DD
|
Form of Power of Attorney to the Master Servicer and Special Servicer
|
Exhibit EE
|
Form of Non-Serviced Mortgage Loan Notification
|
Exhibit FF
|
Form of Companion Loan Noteholder Certification
|
Exhibit GG
|
Form of Notice of Exchange of Exchangeable Certificates
|
Exhibit HH
|
Asset Review Report
|
Exhibit II
|
Asset Review Procedures
|
TABLE OF SCHEDULES
|
|
Schedule I
|
Directing Holders
|
Schedule II
|
Servicing Criteria to be Addressed in Assessment of Compliance
|
Schedule III
|
Class A‑SB Planned Principal Balance Schedule
|
Schedule IV
|
Additional Form 10-D Disclosure
|
Schedule V
|
Additional Form 10-K Disclosure
|
Schedule VI
|
Form 8-K Disclosure Information
|
Schedule VII
|
Initial Serviced Companion Loan Noteholders
|
Schedule VIII
|
Contact Information for the Other 17g-5 Information Provider
|
Loan
No.
|
Whole Loan
|
Type
|
Non-Serviced
PSA
|
Companion
Loan Name
|
Companion Loan
Type
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
[__]
|
(1) |
The subject Whole Loan will be serviced under this Agreement until the Servicing Shift Securitization Date for the related Servicing Shift Lead Note, after which the subject Whole Loan will be serviced
pursuant to the pooling and servicing agreement for the securitization of such Servicing Shift Lead Note.
|
Corresponding
Certificates |
Initial Certificate
Balance or Notional
Amount
|
Corresponding
Lower-Tier Regular
Interests(1)
|
Initial Lower-Tier
Principal Balance
|
Corresponding
Class X
Components(1)
|
||||
(1) |
The Lower-Tier Regular Interest and the Component of the [INTEREST ONLY CLASSES] Certificates that correspond to any particular Class of Regular Certificates or any Class [PEZ] Regular Interest also correspond to each other and,
accordingly, constitute the (i) Corresponding Lower-Tier Regular Interests and (ii) Corresponding Components, respectively, with respect to each other. The Class X Component Notional Amount for such Corresponding Component of the
[INTEREST ONLY CLASSES] Certificates shall at all times equal the then Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest.
|
(2) |
Notional Amount.
|
(3) |
The Class [__] Certificates represent a beneficial ownership interest in the Class [__] Percentage Interest of the Class [__] Regular Interest. The aggregate Certificate Balance of the Class [__] Certificates and the Class [PEZ]
Component [___] will at all times equal the Certificate Balance of the Class [__] Regular Interest.
|
(4) |
The Class [__] Certificates represent a beneficial ownership interest in the Class [__] Percentage Interest of the Class [__] Regular Interest. The aggregate Certificate Balance of the Class [__] Certificates and the Class [PEZ]
Component [___] will at all times equal the Certificate Balance of the Class [__] Regular Interest.
|
(5) |
The Class [__] Certificates represent a beneficial ownership interest in the Class [___]-Exchange Percentage Interest of the Class [__] Regular Interest, the Class [___]-Exchange Percentage Interest of the Class [PEZ] Component [___]
and the Class [___]-Exchange Percentage Interest of the Class [__] Regular Interest.
|
(6) |
The Class [__] Certificates represent a beneficial ownership interest in the Class [__] Percentage Interest of the Class [__] Regular Interest. The aggregate Certificate Balance of the Class [__] Certificates and the Class [PEZ]
Component [___] will at all times equal the Certificate Balance of the Class [__] Regular Interest.
|
Class
|
Pass-Through Rate
|
Class
|
Pass-Through Rate
|
Class
|
Minimum
Denomination |
Aggregate Denomination of
all Certificates of Class |
DEUTSCHE MORTGAGE & ASSET
RECEIVING CORPORATION,
as Depositor |
|||
|
By:
|
||
Name: | |||
Title: | |||
By: | |||
Name: |
|||
Title: |
|||
[NAME OF MASTER SERVICER],
as Master Servicer
|
|||
|
By:
|
||
Name: | |||
Title: | |||
[NAME OF SPECIAL SERVICER],
as Special Servicer
|
|||
|
By:
|
||
Name: | |||
Title: | |||
[NAME OF TRUSTEE],
as Trustee
|
|||
|
By:
|
||
Name: | |||
Title: | |||
[NAME OF CERTIFICATE
ADMINISTRATOR, PAYING AGENT
AND CUSTODIAN],
as Certificate Administrator, Paying Agent
and Custodian
|
|||
|
By:
|
||
Name: | |||
Title: | |||
[NAME OF OPERATING ADVISOR],
as Operating Advisor
|
|||
|
By:
|
||
Name: | |||
Title: | |||
[NAME OF ASSET REPRESENTATIONS
REVIEWER],
as Asset Representations Reviewer
|
|||
|
By:
|
||
Name: | |||
Title: | |||
|
|
||
Signature and Office of individual taking acknowledgment | |||
Name:
|
Cadwalader, Wickersham & Taft LLP
|
Address:
|
200 Liberty Street
New York, New York 10281
|
|
|
[Class A‑1] Pass‑Through Rate: [__]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class A‑1] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [A‑1]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class A‑2] Pass‑Through Rate: [_____]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class A‑2] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [A‑2]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class A-SB] Pass‑Through Rate: [__]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class A-SB] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [A‑SB]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class A‑3] Pass‑Through Rate: [__]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class A‑3] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [A‑3]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class A‑4] Pass‑Through Rate: [__]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class A‑4] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [A‑4]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class A‑M] Pass‑Through Rate: [__]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class A‑M] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [A‑M]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class B] Pass‑Through Rate: [__]%.
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class B] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [B]-[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
Class PEZ Pass‑Through Rate: N/A. The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Components.
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
Class PEZ Certificates: $[_____]. The original aggregate Certificate Balance of the Class PEZ Certificates is equal to the aggregate of the Class [EC] Regular Interest on the Closing Date (without giving effect to any exchanges on the Closing Date). |
Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for the Exchangeable Certificates on or after the Closing Date)
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: PEZ‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class C] Pass‑Through Rate: [__]%
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class C] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: C‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class D] Pass‑Through Rate: [__]%
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Certificate Balance of the
[Class D] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[_]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [D]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class E] Pass‑Through Rate: [__]%
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Certificate Balance of the
[Class E] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[_]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [E]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class F] Pass‑Through Rate: [__]%.
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Certificate Balance of the
[Class F] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[_]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: F‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class G Pass‑Through Rate: [__]%.
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Certificate Balance of the
[Class G] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[_]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: G -[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class H] Pass‑Through Rate: [__]%
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Certificate Balance of the
[Class H] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[_]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [H]-[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X-A] Pass‑Through Rate: Variable
|
CUSIP: [_____]
ISIN: [_____]
|
|
Original Aggregate Certificate Balance of the
[Class X-A] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[___]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑A]‑[_]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation,
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X‑B] Pass‑Through Rate: Variable
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Notional Balance of the
[Class X‑B] Certificates: $[_____] |
Initial Notional Balance of this Certificate: $[__________]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑B]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X‑C] Pass‑Through Rate: Variable
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Notional Balance of the
[Class X‑C] Certificates: $[_____] |
Initial Notional Balance of this Certificate: $[__________]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑C]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X‑D] Pass‑Through Rate: Variable
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Notional Balance of the
[Class X‑D] Certificates: $[_____] |
Initial Notional Balance of this Certificate: $[__________]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑D]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X‑E] Pass‑Through Rate: Variable
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Notional Balance of the
[Class X‑E] Certificates: $[_____] |
Initial Notional Balance of this Certificate: $[__________]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑E]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X‑F] Pass‑Through Rate: Variable
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Notional Balance of the
[Class X‑F] Certificates: $[_____] |
Initial Notional Balance of this Certificate: $[__________]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑F]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[Class X‑G] Pass‑Through Rate: Variable
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Notional Balance of the
[Class X‑G] Certificates: $[_____] |
Initial Notional Balance of this Certificate: $[__________]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [X‑G]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
No.: [R]‑1
|
Percentage Interest: [_]%
|
CUSIP: [_____]1
ISIN: [_____]2
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
No.: V-1
|
Percentage Interest: [_____]%
|
CUSIP: [_____]1
[_____]2 [_____]3 ISIN: [_____]4
[_____]5 [_____]6 |
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[LOAN SPECIFIC CLASS] Pass‑Through Rate:
Equal to the Trust Subordinate Companion Loan Net Rate.
|
CUSIP: [_____]5
[_____]6 [_____]7 ISIN: [_____]8
[_____]9 [_____]10 |
|
Original Aggregate Certificate Balance of the
[LOAN SPECIFIC CLASS] Certificates: $[_____] |
Initial Certificate Balance of this Certificate: $[_]
|
|
First Distribution Date: [______], 20[__]
|
Cut‑off Date: The close of business on the later of the related due date for each Mortgage Loan in [_____] 20[__] and the date of origination of such Mortgage Loan
|
|
Assumed Final Distribution Date: [______], 20[__]
|
No.: [___]‑[__]
|
(i) |
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Serviced Whole Loans which are required to be distributed on any Certificate, without the consent of the
Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Serviced Companion Loan Noteholders;
|
(ii) |
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder or Holder of
[LOAN-SPECIFIC CLASS] Certificates, in any such case without the consent of the Holders of all Certificates of such Class then‑outstanding or such Companion Holders, as applicable;
|
(iii) |
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;
|
(iv) |
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or
|
(v) |
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the
same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each
Serviced AB Whole Loan.
|
(A) |
100% of the Stated Principal Balance of each Mortgage Loan included in the Trust as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account
of principal);
|
(B) |
the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the
Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;
|
(C) |
all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of
the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and
|
(D) |
the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Certificate
Administrator/Trustee Fees, the CREFC® Intellectual Property Royalty License Fees and Trust Fund expenses.
|
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Certificate Administrator
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[CERTIFICATE ADMINISTRATOR], not in
its individual capacity but solely as
Authenticating Agent
|
|||
|
By:
|
|
|
Authorized Signatory |
|||
[The Purchaser] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates, Class [R]____________________________
|
Very truly yours, | |||
[Transferor] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Transfer of [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates: Class [ ]______________________
|
2. |
The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” within the
meaning of, and in transactions complying with, Rule 144A promulgated under the Securities Act, (ii) entities qualifying as “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the
Securities Act, or any entity in which all of the equity owners are such accredited investors, or (iii) pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (iii) to
(a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or
transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the
Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands
that the Certificate (and any subsequent Individual Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other
things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.
|
3. |
The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.
|
4. |
The Purchaser has reviewed the applicable Private Placement Memorandum dated [______], 20[__], relating to the Certificates (the “Private Placement Memorandum”) and the agreements and other materials
referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Private Placement Memorandum.
|
5. |
The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of an Individual Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Trustee, the Certificate Administrator, the Certificate Registrar and all Certificateholders present and future.
|
6. |
The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance with Section 5.02 of the Pooling and Servicing Agreement.
|
7. |
Check one of the following:
|
☐ |
The Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9 (or successor form).
|
☐ |
The Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect
to distributions to be made on the Certificate(s). The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E (or successor form), which identifies such Purchaser as the beneficial owner of the
Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachments) or (iii)]* two duly executed copies of IRS Form W-8ECI (or successor form), which
identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the Certificate(s) is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser
agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN, IRS Forms W-8BEN-E, IRS Forms W-8IMY or]* IRS Forms W-8ECI[, as the case may be]*, any applicable successor IRS forms, or such other certifications as the Certificate
Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Registrar.
|
Very truly yours, | |||
[Purchaser] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
[NAME OF ISSUING ENTITY]
Commercial Mortgage Pass-Through Certificates, Class [ ]
|
Very truly yours, | |||
[Purchaser] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through Certificates
|
______ 1. |
Mortgage Loan paid in full. Such [Master Servicer] [Special Servicer][Other Servicer][Other Special Servicer] hereby certifies that all amounts
received in connection with the Mortgage Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s] [Other Servicer’s][Other Special Servicer’s] release
of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing Agreement.
|
||
______ 2. |
The Mortgage Loan is being foreclosed.
|
||
______ 3. |
Other. (Describe)
|
[MASTER SERVICER][SPECIAL
SERVICER][OTHER SERVICER][OTHER
SPECIAL SERVICER]
|
|||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Transfer of [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates, Class [ ]
|
[Insert Name of Transferor] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Transfer of [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates, Class [ ]______________________
|
[Insert Name of Transferor] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Transfer of [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates, Class [ ]______________________
|
[Insert Name of Transferor] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Transfer of [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates, Class [ ]______________________
|
[Insert Name of Transferor] | |||
|
By:
|
||
Name: | |||
Title: | |||
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
[Certificateholder][Beneficial
Owner][Prospective Purchaser][Risk
Retention Consultation Party]
|
|||
|
By:
|
||
Title: | |||
Company: | |||
Phone: |
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
[SPECIAL SERVICER’S ADDRESS]
[MASTER SERVICER’S ADDRESS]
[TRUSTEE’S ADDRESS]
[OPERATING ADVISOR’S ADDRESS]
|
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
[The Directing Holder][a Controlling Class
Certificateholder]
|
|||
|
By:
|
||
Title: | |||
Company: | |||
Phone: |
[MASTER SERVICER’S ADDRESS]
[SPECIAL SERVICER’S ADDRESS]
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
[TRUSTEE’S ADDRESS]
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
[Certificateholder][Beneficial
Owner][Prospective Purchaser]
|
|||
|
By:
|
||
Title: | |||
Company: | |||
Phone: |
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
[SPECIAL SERVICER’S ADDRESS]
[MASTER SERVICER’S ADDRESS]
[TRUSTEE’S ADDRESS]
[OPERATING ADVISOR’S ADDRESS]
|
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage Pass-
Through Certificates
|
[The Directing Holder][a Controlling Class
Certificateholder]
|
|||
|
By:
|
||
Title: | |||
Company: | |||
Phone: |
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
[SPECIAL SERVICER’S ADDRESS]
[MASTER SERVICER’S ADDRESS]
[TRUSTEE’S ADDRESS]
[OPERATING ADVISOR’S ADDRESS]
|
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
Mortgage Loan Number
|
ODCR
|
Loan Name
|
Borrower Name
|
CUSIP
|
Class
|
Outstanding Certificate Balance
|
Initial Certificate Balance
|
[Directing Holder][a Controlling Class
Certificateholder]
|
|||
|
By:
|
||
Name: | |||
Title: |
Phone: |
|||
Email: |
|||
Address: |
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
Mortgage Loan Number
|
ODCR
|
Loan Name
|
Borrower Name
|
[Directing Holder][a Controlling Class
Certificateholder]
|
|||
|
By:
|
||
Name: | |||
Title: | |||
Phone: |
|||
Email: |
|||
Address: |
[DEPOSITOR’S ADDRESS[
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
[SPECIAL SERVICER’S ADDRESS]
[MASTER SERVICER’S ADDRESS]
[TRUSTEE’S ADDRESS]
[OPERATING ADVISOR’S ADDRESS]
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates____________________________________
|
[The Controlling Class Representative][a
Controlling Class Certificateholder]
|
|||
|
By:
|
||
Title: | |||
Company: | |||
Phone: |
[DEPOSITOR’S ADDRESS[
[CERTIFICATE ADMINISTRATOR’S ADDRESS]
[SPECIAL SERVICER’S ADDRESS]
[MASTER SERVICER’S ADDRESS]
[TRUSTEE’S ADDRESS]
[OPERATING ADVISOR’S ADDRESS]
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
[RISK RETENTION CONSULTATION PARTY] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
The undersigned is an employee or agent of BlackRock Financial Management, Inc., Bloomberg Financial Markets, L.P., Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation, Markit LLC or Thomson Reuters
Corporation, a market data provider that has been given access to the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made
available pursuant to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on www.ctslink.com (the “Website”) by request of the Depositor.
|
2. |
The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have recertified that the representation above remains true and correct.
|
3. |
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.
|
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
[CUSTODIAN], as Custodian | |||
|
By:
|
||
Name: | |||
Title: |
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates____________________________________
|
[CUSTODIAN], as Custodian | |||
|
By:
|
||
Name: | |||
Title: |
Re: |
Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to [NAME OF ISSUING ENTITY] Commercial Mortgage
Pass-Through Certificates
|
[CUSTODIAN], as Custodian | |||
|
By:
|
||
Name: | |||
Title: |
1. |
I am responsible for reviewing the activities performed by the Trustee and based on my knowledge and the compliance reviews conducted in preparing the Trustee compliance statements required for inclusion on
Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement;
and
|
2. |
The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to
the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[TRUSTEE] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
I am responsible for reviewing the activities performed by the Custodian and based on my knowledge and the compliance reviews conducted in preparing the Custodian compliance statements required for inclusion on
Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian has fulfilled its obligations in all material respects under the Pooling and Servicing
Agreement; and
|
2. |
The report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the
Custodian and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB
and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been
provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[CUSTODIAN] | |||
|
By:
|
||
Name: | |||
Title: |
Date: |
1. |
I have reviewed the annual report on Form 10-K for the fiscal year [20___] (the “Annual Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by
the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;
|
2. |
To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Annual Report;
|
3. |
To my knowledge, the distribution information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;
|
4. |
I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the
Certificate Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material
respects under the Pooling and Servicing Agreement; and
|
5. |
The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities with respect to the Certificate Administrator or any Servicing Function
Participant retained by the Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
|
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances
of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.
|
[CERTIFICATE ADMINISTRATOR] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the
Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8‑K
(the “Operating Advisor Reports”) have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;
|
2. |
Based on my knowledge, the operating advisor information contained in the Operating Advisor Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
|
3. |
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year
________ have been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation
engagements issued or adopted by the PCAOB; and
|
4. |
The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained
by the Operating Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of
Regulation AB and Exchange Act Rules 13a-18 and 15d‑18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports
have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[OPERATING ADVISOR] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Asset Representations Reviewer to the Master Servicer,
the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form
8‑K (the “Asset Representations Reviewer Reports”) have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these
reports;
|
2. |
Based on my knowledge, the asset representations reviewer information contained in the Asset Representations Reviewer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
|
3. |
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Asset Representations Reviewer with respect to the Trust’s
fiscal year ________ have been provided all information relating to the Asset Representations Reviewer’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the
standards for attestation engagements issued or adopted by the PCAOB; and
|
4. |
The report on assessment of compliance with servicing criteria applicable to the Asset Representations Reviewer for asset-backed securities with respect to the Asset Representations Reviewer or any Servicing
Function Participant retained by the Asset Representations Reviewer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the
Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d‑18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material
instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[ASSET REPRESENTATIONS REVIEWER] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by the Special Servicer, [each
applicable Other Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant
Period, all servicing information and all reports required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the Pooling and Servicing Agreement for inclusion in the annual
report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;
|
2. |
Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] in the backup
certificate[s] delivered by the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by these reports;
|
3. |
I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K
|
pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 10.11 of the Pooling and
Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report applies;
|
4. |
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____
have been provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and
|
5. |
The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by
the Master Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of
Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports
have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[MASTER SERVICER] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports required to be submitted by the Special Servicer
to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all
reports on Form 10-D or Form 8-K (the “Special Servicer Reports”) have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in
these reports;
|
2. |
Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made therein, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
|
3. |
I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual
compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance certificate delivered by
the Special Servicer under Section 10.11 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report
applies;
|
4. |
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year
_____ have been provided all information relating to the Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order
|
to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and
|
5. |
The report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained
by the Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of
Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such
reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[SPECIAL SERVICER] | |||
|
By:
|
||
Name: | |||
Title: |
1. |
I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to the Master Servicer, pursuant
to the Sub-Servicing Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);
|
2. |
Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the
Certificate Administrator pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have
been submitted by the Sub-Servicer to the Certificate Administrator for inclusion in these reports;
|
3. |
Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement
(the “Sub-Servicer Reports”) have been submitted by the Sub-Servicer to the Master Servicer;
|
4. |
Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;
|
5. |
Based upon my knowledge and the annual compliance review performed as required under Section [__] of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to
Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;
|
6. |
[I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the
annual compliance reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB with respect to the Sub-Servicer, and except as disclosed in the compliance certificate
delivered by the Sub-Servicer under Section [__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects in the year which such report applies];
|
7. |
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____
have been provided all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements
issued or adopted by the PCAOB; and
|
8. |
The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the
Sub-Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation
AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have
been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.
|
[INSERT NAME OF SUB-SERVICER] | |||
|
By:
|
||
Name: | |||
Title: |
[_____] (Senior officer in charge of securitization of the depositor) |
|||
Mortgage Loan
|
Sub-Servicer Name
|
[_____]
|
Re: |
[NAME OF ISSUING ENTITY] Commercial Mortgage Pass-Through
Certificates
|
Re: |
Deutsche Mortgage & Asset Receiving Corporation, [NAME OF ISSUING
ENTITY] Commercial Mortgage Pass-Through Certificates
|
Very truly yours, | |||
|
By:
|
||
Name: | |||
Title: |
Very truly yours, | |||
|
By:
|
||
Name: | |||
Title: |
I. |
Population of Mortgage Loans that Were Considered in Compiling this Report
|
I. |
The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Mortgage Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].
|
a. |
[●] of those Specially Serviced Mortgage Loans are still being analyzed by the Special Servicer as part of the development of an Asset Status Report.
|
b. |
Asset Status Reports were issued with respect to [●] of such Specially Serviced Mortgage Loans. This report is based only on the Specially Serviced Mortgage Loans in respect of which an Asset Status Report
has been issued. The Asset Status Reports may not yet be fully implemented.
|
[II. |
Executive Summary
|
1. |
Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present
value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Mortgage Loans: [List applicable mortgage loans]
|
II. |
Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and
Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited investigation and not be considered a full or limited audit. For instance, we did not review each page of the Special
Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing Holder or
interact with any borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the
non-discretionary portions of the applicable formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.
|
1. |
The Operating Advisor reviewed the following items in connection with the generation of this report: [LIST MATERIAL ITEMS].
|
2. |
During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans: [LIST].
The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed
with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].
|
III. |
Appraisal Reduction calculations and net present value calculations:
|
IV. |
The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action to take in connection with
the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the special servicer.
|
a. |
The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such
calculation.
|
b. |
After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations, such inaccuracy [has been/ has not been] resolved.
|
V. |
The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].
|
VI. |
In addition to the other information presented herein, the Operating Advisor notes the following additional items, if any: [LIST ADDITIONAL ITEMS].]
|
[II. |
Executive Summary
|
1. |
Reviewed information available to Privileged Persons on the certificate administrator’s website that is relevant to the operating advisor’s obligations under the PSA, and certain information it has requested
from special servicer.
|
2. |
[Reviewed the Asset Status Reports, the Special Servicer’s assessment of compliance report, attestation report by a third party regarding the Special Servicer’s compliance with its obligations and net present
value calculations and Appraisal Reduction calculations and [LIST OTHER REVIEWED INFORMATION] for the following [●] Specially Serviced Mortgage Loans: [List applicable mortgage loans]
|
3. |
Consulted with the Special Servicer as provided under the Pooling and Servicing Agreement. The Operating Advisor’s analysis of the Asset Status Reports (including related net present value calculations and
Appraisal Reduction calculations) related to the Specially Serviced Mortgage Loans should be considered a limited investigation and not
|
be considered a full or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), re-engineer the quantitative
aspects of their net present value calculator, visit any property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition, our review of the net present value calculations and Appraisal
Reduction calculations is limited to the mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into account the
reasonableness of the discretionary portions of such formulas.
|
1. |
The Operating Advisor reviewed the following items and actions in connection with the generation of this report: [LIST MATERIAL ITEMS AND ACTIONS].
|
2. |
[During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy plan for a limited number of issues related to the following Specially Serviced Mortgage Loans: [LIST].
The Operating Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations and recommendations appropriate. The Special Servicer [agreed
with/did not agree with] the material recommendations made by the Operating Advisor. Such recommendations generally included the following: [LIST].]
|
3. |
Appraisal Reduction calculations and net present value calculations:
|
4. |
The Operating Advisor [received/did not receive] information necessary to recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary
portions of the applicable formulas required to be utilized in connection with any Appraisal Reduction or net present value calculations used in the special servicer’s determination of what course of action to take in connection with
the workout or liquidation of a Specially Serviced Mortgage Loan prior to the utilization by the special servicer.
|
a. |
The operating advisor [agrees/does not agree] with the [mathematical calculations] [and/or] [the application of the applicable non-discretionary portions of the formula] required to be utilized for such
calculation.
|
b. |
After consultation with the special servicer to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those
mathematical calculations, such inaccuracy [has been/ has not been] resolved.
|
5. |
The following is a general discussion of certain concerns raised by the Operating Advisor discussed in this report: [LIST CONCERNS].
|
IV. |
Qualifications Related to the Work Product Undertaken and Opinions Related to this Report
|
1. |
The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Directing Holder’s discussion(s) regarding any Specially Serviced Mortgage Loan. The Operating Advisor does not have
authority to speak with the Directing Holder directly. As such, the Operating Advisor generally relied upon the information delivered to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in
gathering the relevant information to generate this report. In connection with any assessment of whether the special servicer satisfied its obligation to service and administer the Mortgage Loans in accordance with applicable law, the
operating advisor will not be required, in the ordinary course, to provide or obtain a legal opinion, legal review or legal conclusion as part of that assessment.
|
2. |
The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or
authority to alter the standards set forth therein.
|
3. |
Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline the details or substance of the discussions held between it and the Special Servicer regarding any Specially
Serviced Mortgage Loans and certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is
given access to by the Special Servicer.
|
4. |
There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral
substitutions, capital reserve changes, etc. The Operating Advisor does not participate in any discussions regarding such actions. As such, Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to
those types of actions.
|
5. |
The Operating Advisor is not empowered to speak with any investors directly. If the investors have questions regarding this report, they should address such questions to the certificate administrator through
the certificate administrator’s website.
|
Re: |
**Additional Form [10-D][10-K][8-K] Disclosure Required **
|
[NAME OF PARTY], as [role] | |||
|
By:
|
||
Name: | |||
Title: |
|
SPACE ABOVE THIS LINE FOR RECORDER’S USE |
1. |
The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee and draw upon, replace, substitute, release or amend letters of credit standing as
collateral securing any Mortgage Loan.
|
2. |
The modification or re-recording of a mortgage, deed of trust or other security document, where said modification or re-recording is solely for the purpose of correcting the mortgage, deed of trust or such
other security document to conform same to the original intent of the parties thereto or to correct title errors discovered after such title insurance was issued; provided that (i) said modification or re-recording, in either instance,
does not adversely affect the lien of the mortgage, deed of trust or such other security document as insured and
|
3. |
The subordination of the lien of a mortgage, deed of trust or other security document to an easement in favor of a public utility company of a government agency or unit with powers of eminent domain; this
section shall include, without limitation, the execution of partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.
|
4. |
The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real estate owned, or conveyance of title to real estate owned.
|
5. |
The completion of loan assumption agreements.
|
6. |
The full satisfaction/release of a mortgage, deed of trust or other security document or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation
of the Note.
|
7. |
The assignment of any mortgage, deed of trust or other security document and the Note, in connection with the repurchase of the Mortgage Loan secured and evidenced thereby.
|
8. |
The full assignment of a mortgage, deed of trust or other security document upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation,
the assignment of the Note.
|
9. |
The full enforcement of and preservation of the Trustee’s interests in the Note, mortgage, deed of trust or other security document, and in the proceeds thereof, by way of, including but not limited to,
foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of
eviction actions or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy proceedings,
including, without limitation, any and all of the following acts:
|
a. |
the substitution of trustee(s) serving under a deed of trust or other security document, in accordance with state law or other applicable law and the deed of trust;
|
b. |
the preparation and issuance of statements of breach or non-performance;
|
c. |
the preparation and filing of notices of default and/or notices of sale;
|
d. |
the cancellation/rescission of notices of default and/or notices of sale;
|
e. |
the taking of deed in lieu of foreclosure;
|
f. |
the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy cases affecting the Note, mortgage, deed of trust or other security document;
|
g. |
the preparation and service of notices to quit and all other documents necessary to initiate, prosecute and complete eviction actions or proceedings;
|
h. |
the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and
|
i. |
the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the mortgage, deed of trust, other security document, state law or other
applicable law to expeditiously complete said transactions in paragraphs 9.a. through 9.h. above.
|
10. |
With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation, the execution of the following documentation:
|
a. |
listing agreements;
|
b. |
purchase and sale agreements;
|
c. |
grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;
|
d. |
escrow instructions; and
|
e. |
any and all documents necessary to effect the transfer of property.
|
11. |
The modification or amendment of escrow agreements established for repairs to a Mortgaged Property or reserves for replacement of personal property.
|
12. |
The execution and delivery of the following:
|
a. |
any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien created by the mortgage, deed of trust or other security document in the related
Mortgage File or the related Mortgaged Property and other related collateral;
|
b. |
any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of partial or full defeasance, and all other comparable instruments; and
|
c. |
any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to transfers of interests in borrowers, consents to any subordinate financings to be secured by the related
Mortgaged Property, consents to
|
any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application of any proceeds of insurance policies or condemnation awards to the restoration of
the related Mortgaged Property, REO Property or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Property (including agreements and requests by any borrower
with respect to modifications of the standards of operation and management of the related Mortgaged Property or the replacement of asset managers) or REO Property, documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of the Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, any easements, covenants,
conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the related Mortgaged Property or REO Property, instruments relating to the custody of any collateral that now secures or hereafter may
secure any Mortgage Loan and any other consents.
|
[TRUSTEE],
as Trustee for the registered holders of the [NAME OF ISSUING
ENTITY] Commercial Mortgage Pass-Through Certificates
|
|||
|
By:
|
||
Name: | |||
Title: |
[__], as Certificate Administrator for the Holders of
the [_] Pass-Through Certificates
|
|||
|
By:
|
||
[Name] | |||
[Title] |
Account:
|
Collection Account
|
Account #:
|
[______]
|
Title:
|
[____], on behalf of [___], as Trustee, in trust for Holders of
[OTHER SECURITIZATION]
|
Location:
|
[___]
|
Re: |
[NAME OF ISSUING ENTITY] – Companion Loan
|
[Companion Loan Noteholder] | |||
|
By:
|
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Title: | |||
Company: | |||
Phone: |
Re: |
Deutsche Mortgage & Asset Receiving Corporation, Commercial
Mortgage Pass-Through Certificates, [NAME OF ISSUING ENTITY]
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Exchangeable Certificates to be Surrendered
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Exchangeable Certificates to be Received
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CUSIP
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Outstanding Certificate Balance
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Initial Certificate Balance
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CUSIP
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Mortgage Loan
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Directing Certificateholder
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Contact Information
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All Mortgage Loans
(other than the
[NON-SERVICED WHOLE LOAN])
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[DIRECTING CERTIFICATEHOLDER]
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[_____]
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NON-SERVICED
WHOLE LOAN
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[_____]
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[_____]
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Relevant Servicing Criteria
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Applicable Party(ies)
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Reference
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Criteria
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General Servicing Considerations
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1122(d)(1)(i)
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Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
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Cert. Admin.
Master Servicer Special Servicer |
1122(d)(1)(ii)
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If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing
activities.
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Cert. Admin.
Master Servicer Special Servicer |
1122(d)(1)(iii)
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Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.
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N/A
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1122(d)(1)(iv)
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A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction agreements.
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Master Servicer
Special Servicer |
1122(d)(1)(v)
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Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
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Master Servicer
Special Servicer Certificate Administrator |
Cash Collection and Administration
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1122(d)(2)(i)
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Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other
number of days specified in the transaction agreements.
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Master Servicer
Special Servicer |
Relevant Servicing Criteria
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Applicable Party(ies)
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Reference
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Criteria
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1122(d)(2)(ii)
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Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
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Cert. Admin.
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1122(d)(2)(iii)
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Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified
in the transaction agreements.
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Trustee
Master Servicer Special Servicer |
1122(d)(2)(iv)
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The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to
commingling of cash) as set forth in the transaction agreements.
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Cert. Admin.
Master Servicer Special Servicer |
1122(d)(2)(v)
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Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured
depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
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Cert. Admin.
Master Servicer Special Servicer |
1122(d)(2)(vi)
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Unissued checks are safeguarded so as to prevent unauthorized access.
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Cert. Admin.
Master Servicer Special Servicer |
1122(d)(2)(vii)
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Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These
reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
in the transaction agreements.
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Cert. Admin.
Master Servicer Special Servicer |
Investor Remittances and Reporting
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Relevant Servicing Criteria
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Applicable Party(ies)
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Reference
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Criteria
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1122(d)(3)(i)
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Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed
with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Master Servicer.
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Cert. Admin.
Operating Adv. Asset Rep. Reviewer (excluding clauses (C) and (D) in the case of the Operating Adv.) |
1122(d)(3)(ii)
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Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
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Cert. Admin.
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1122(d)(3)(iii)
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Disbursements made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s investor records, or such other number of
days specified in the transaction agreements.
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Cert. Admin.
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1122(d)(3)(iv)
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Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
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Cert. Admin.
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Pool Asset Administration
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1122(d)(4)(i)
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Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
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Custodian
Master Servicer Special Servicer |
1122(d)(4)(ii)
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Mortgage loan and related documents are safeguarded as required by the transaction agreements.
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Custodian
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1122(d)(4)(iii)
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Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
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Master Servicer
Special Servicer |
Relevant Servicing Criteria
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Applicable Party(ies)
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Reference
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Criteria
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1122(d)(4)(iv)
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Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than
two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
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Master Servicer
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1122(d)(4)(v)
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The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.
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Master Servicer
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1122(d)(4)(vi)
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Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance
with the transaction agreements and related pool asset documents.
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Master Servicer
Special Servicer |
1122(d)(4)(vii)
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Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements established by the transaction agreements.
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Special Servicer
Operating Adv. |
1122(d)(4)(viii)
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Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at
least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling
plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
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Master Servicer
Special Servicer |
1122(d)(4)(ix)
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Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
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Master Servicer
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Relevant Servicing Criteria
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Applicable Party(ies)
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Reference
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Criteria
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1122(d)(4)(x)
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Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual
basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to
the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
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Master Servicer
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1122(d)(4)(xi)
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Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices
for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
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Master Servicer
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1122(d)(4)(xii)
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Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was
due to the obligor’s error or omission.
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Master Servicer
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1122(d)(4)(xiii)
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Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the
transaction agreements.
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Master Servicer
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1122(d)(4)(xiv)
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Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
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Master Servicer
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1122(d)(4)(xv)
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Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
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N/A
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Period
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Balance ($)
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Period
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Balance ($)
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Period
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Balance ($)
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Item on Form 10-D
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Party Responsible
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Item 1: Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement
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• Each Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans)
• Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)
• Depositor
• Certificate Administrator
• Asset Representations Reviewer
• Each Mortgage Loan Seller (only with respect to 1121(c)(2))
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Item 2: Legal Proceedings:
Item 1117 of Regulation AB (to the extent material to Certificateholders) |
• Master Servicer (as to itself)
• Special Servicer (as to itself)
• Trustee (as to itself)
• Certificate Administrator (as to itself)
• Depositor (as to itself)
|
• Any other Reporting Servicer (as to itself)
• Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the
Trust
• Each Mortgage Loan Seller
• Originators under Item 1110 of Regulation AB (to be provided by the Depositor)
• Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
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Item 3: Sale of Securities and Use of Proceeds
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• Depositor
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Item 4: Defaults Upon Senior Securities
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• Certificate Administrator
• Trustee
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Item 5: Submission of Matters to a Vote of Security Holders
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• Certificate Administrator
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Item 6: Significant Obligors of Pool Assets
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• Master Servicer
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Item 7: Change in Sponsor Interest in the Securities:
Item 1124 of Regulation AB |
• Each Mortgage Loan Seller
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Item 7: Significant Enhancement Provider Information
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• N/A
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Item 8: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)
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• Any party responsible for disclosure items on Form 8-K to the extent of such items
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Item 9: Exhibits
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• Depositor (exhibits required by Item 601 of Regulation S-K, such as material agreements)
• Certificate Administrator (Monthly Statement to Certificateholders)
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Item on Form 10-K
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Party Responsible
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Item 1B: Unresolved Staff Comments
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• Depositor
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Item 9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)
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• Any party responsible for disclosure items on Form 8-K to the extent of such items
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Item 15: Exhibits, Financial Statement Schedules
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• Certificate Administrator
• Depositor
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Additional Item:
Disclosure per Item 1112(b)(1) of Regulation AB |
• Master Servicer
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Additional Item:
Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB |
• N/A
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Additional Item:
Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders) |
• Master Servicer (as to itself)
• Special Servicer (as to itself)
• Certificate Administrator (as to itself)
• Trustee (as to itself)
• Depositor (as to itself)
• Operating Advisor (as to itself)
• Asset Representations Reviewer (as to itself)
• Any other Reporting Servicer (as to itself)
• Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the
Trust
• Each Mortgage Loan Seller
• Originators under Item 1110 of Regulation AB (to be provided by the Depositor)
• Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
|
Additional Item:
Disclosure per Item 1119 of Regulation AB |
• Master Servicer (as to itself) (to the extent material to Certificateholders and only
as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))
• Special Servicer (as to itself) (to the extent material to Certificateholders and only
as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3))
• Certificate Administrator (as to itself) (to the extent material to Certificateholders)
• Trustee (as to itself) (to the extent material to Certificateholders)
• Depositor (as to itself)
• Depositor (as to the Trust)
• Each Mortgage Loan Seller
• Operating Advisor (as to itself)
• Asset Representations Reviewer (as to itself)
• Originators under Item 1110 of Regulation AB (to be provided by the Depositor)
• Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
|
Item on Form 8-K
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Party Responsible
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Item 1.01- Entry into a Material Definitive Agreement
Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus |
• Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the
agreements such entity is a party to or entered into on behalf of the Trust)
|
Item 1.02- Termination of a Material Definitive Agreement
Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other
than expiration in accordance with its terms), even if depositor is not a party.
|
• Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements
such entity is a party to or entered into on behalf of the Trust)
|
Item on Form 8-K
|
Party Responsible
|
Examples: servicing agreement, custodial agreement.
|
|
Item 1.03- Bankruptcy or Receivership
|
• Depositor
• Each Mortgage Loan Seller
|
Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders. |
• Depositor
• Certificate Administrator
|
Item 3.03- Material Modification to Rights of Security Holders
Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement. |
• Certificate Administrator
|
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year
Disclosure is required of any amendment “to the governing documents of the issuing entity”. |
• Depositor
|
Item 5.06 – Change in Shell Company Status
|
• Depositor
|
Item 5.07 – Submission of Matters to a Vote of Security Holders
|
• Depositor
|
Item 5.08 – Shareholder Director Nomination
|
• Depositor
|
Item 6.01- ABS Informational and Computational Material
|
• Depositor
|
Item 6.02- Change of Servicer or Trustee
Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer,
other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.
|
• Master Servicer (as to itself or a servicer retained by
it)
• Special Servicer (as to itself or a servicer retained by it)
• Certificate Administrator (as to itself or an entity retained by it)
• Trustee
|
Item on Form 8-K
|
Party Responsible
|
• Depositor
|
|
Reg AB disclosure about any new servicer or master servicer is also required.
|
• Master Servicer or Special Servicer, as applicable
|
Reg AB disclosure about any new Trustee is also required.
|
• Trustee
|
Reg AB disclosure about any new Certificate Administrator is also required.
|
• Certificate Administrator
|
Item 6.03- Change in Credit Enhancement or Other External Support
|
N/A
|
Item 6.04- Failure to Make a Required Distribution
|
• Certificate Administrator
|
Item 6.05- Securities Act Updating Disclosure
If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively. |
• Depositor
|
Item 7.01- Regulation FD Disclosure
|
• Depositor
|
Item 8.01 – Other Events
Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders. |
• Depositor
|
Item 9.01 – Financial Statements and Exhibits
|
• Responsible party for reporting/disclosing the financial statement
or exhibit
|
Serviced Companion Loan
|
Initial Noteholders
|
Address
|
|
[SERVICED COMPANION LOAN]
|
[______]
|
[_____]
|
|
Other 17g-5 Information Provider
|
Transaction
|
Contact Information
|
[OTHER 17G-5 INFORMATION PROVIDER]
|
[OTHER SECURITIZATION]
|
[______]
|
Re: |
Commercial Mortgage Pass-Through Certificates
|
Very truly yours |
|||
/s/ Cadwalader, Wickersham & Taft LLP |
![]() |
SIDLEY AUSTIN LLP
787 SEVENTH AVENUE
NEW YORK, NY 10019
+1 212 839 5300
+1 212 839 5599 FAX
AMERICA • ASIA PACIFIC • EUROPE
|
Re: |
Deutsche Mortgage & Asset Receiving Corporation
Commercial Mortgage Pass-Through Certificates Registration Statement on Form SF-3 |
Very truly yours, |
|||
/s/ Sidley Austin LLP |
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