0001539497-16-002659.txt : 20160324 0001539497-16-002659.hdr.sgml : 20160324 20160324170843 ACCESSION NUMBER: 0001539497-16-002659 CONFORMED SUBMISSION TYPE: ABS-15G PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160324 0001013454 ITEM INFORMATION: 2.01 FILED AS OF DATE: 20160324 DATE AS OF CHANGE: 20160324 RULE-15GA2 025-00564 Y Commercial mortgages 0001013454 0001668738 DBJPM 2016-C1 Mortgage Trust 333-206705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE MORTGAGE & ASSET RECEIVING CORP CENTRAL INDEX KEY: 0001013454 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 043310019 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: ABS-15G SEC ACT: SEC FILE NUMBER: 025-00564 FILM NUMBER: 161527892 BUSINESS ADDRESS: STREET 1: 60 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: (212) 250-2500 MAIL ADDRESS: STREET 1: 60 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 ABS-15G 1 n655_x1-abs15g.htm FORM ABS-15G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM ABS-15G

ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of

the Securities Exchange Act of 1934

Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:

[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period to

Date of Report (Date of earliest event reported)

Commission File Number of securitizer:

Central Index Key Number of securitizer:

______________________________________________________________________

Name and telephone number, including area code, of the person to

contact in connection with this filing

Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]

Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [_]

Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [_]

[✔] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)

Central Index Key Number of depositor: 0001013454

DBJPM 2016-C1 Mortgage Trust
(Exact name of issuing entity as specified in its charter)

Central Index Key Number of issuing entity (if applicable): 0001668738

Central Index Key Number of underwriter (if applicable): Not applicable

Helaine M. Kaplan, (212) 250-5270

Name and telephone number, including area code, of the person to

contact in connection with this filing

INFORMATION TO BE INCLUDED IN THE REPORT

FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS

Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer

Attached as Exhibit 1 hereto is an agreed-upon procedures report, dated March 24, 2016, of Ernst & Young LLP, obtained by the issuer, which report sets forth the findings and conclusions, as applicable, of Ernst & Young LLP with respect to certain agreed-upon procedures performed by Ernst & Young LLP.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION
	(Depositor)
Date: March 24, 2016
	By:	/s/ Helaine Kaplan
		Name: Helaine Kaplan
		Title: President
		(senior officer in charge of securitization of the depositor)


	By:	/s/ Matt Smith
		Name: Matt Smith
		Title: Director
		(senior officer in charge of securitization of the depositor)

Exhibit 1 Agreed-upon procedures report, dated March 24, 2016, of Ernst & Young LLP.

EX-1 2 exh-1.htm AGREED UPON PROCEDURES REPORT, DATED MARCH 24, 2016, OF ERNST & YOUNG LLP

Exhibit 1

DBJPM 2016-C1 Mortgage Trust

Commercial Mortgage Pass-Through Certificates, Series 2016-C1

Report To:

Deutsche Mortgage & Asset Receiving Corporation

German American Capital Corporation

Deutsche Bank Securities Inc.

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

Wells Fargo Securities, LLC

Academy Securities, Inc.

Sandler O’Neill & Partners, L.P.

24 March 2016

Ernst & Young LLP

5 Times Square

New York, NY 10036

Tel: +1 212 773 3000

ey.com

Report of Independent Accountants on Applying Agreed-Upon Procedures

Deutsche Mortgage & Asset Receiving Corporation German American Capital Corporation Deutsche Bank Securities Inc. 60 Wall Street, 10^th Floor New York, New York 10005	Academy Securities, Inc. 277 Park Avenue, 35^th Floor New York, New York 10172

JPMorgan Chase Bank, National Association J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179	Sandler O’Neill & Partners, L.P. 1251 Avenue of the Americas, 6^th Floor New York, New York 10020

Wells Fargo Securities, LLC 375 Park Avenue, 2^nd Floor New York, New York 10152

Re: DBJPM 2016-C1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2016-C1 (the “Certificates”)

We have performed the procedures enumerated in Attachment A, which were agreed to by the addressees of this report (the “Specified Parties”), solely to assist Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) in evaluating the accuracy of certain information with respect to the Mortgage Loans (as defined in Attachment A) that secure the Certificates. This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described in Attachment A, either for the purpose for which this report has been requested or for any other purpose.

The procedures performed and our associated findings are included in Attachment A.

Page 2 of 3

For the purpose of the procedures described in this report, the Mortgage Loan Sellers (as defined in Attachment A), on behalf of the Depositor, provided us with:

Certain electronic data files (the “Data Files”) that are described in Attachment A,

Electronic copies of the loan files for the Mortgage Loans which contain various source documents (the “Source Documents”) relating to the Mortgage Loans and the mortgaged properties that secure the Mortgage Loans,

Certain calculation methodologies, which are summarized on Exhibit 1 to Attachment A, for the Mortgage Loans (the “Multiple Property Loans”) secured by multiple mortgaged properties (the “Underlying Properties”) relating to the allocation of certain Multiple Property Loan characteristics to the respective Underlying Properties,

A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to compare to information contained on the Source Documents,

A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to recalculate using information on the Data Files,

A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform no procedures,

A draft of the preliminary prospectus for the DBJPM 2016-C1 Mortgage Trust securitization transaction (the “Draft Preliminary Prospectus”) and

Instructions, assumptions and methodologies, which are described in Attachment A.

The procedures in Attachment A were limited to comparing or recalculating certain information that is further described in Attachment A. The Depositor is responsible for the Data Files, Source Documents, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Prospectus and the determination of the instructions, assumptions and methodologies that are described herein. We were not requested to perform and we have not performed any further procedures than those listed in Attachment A with respect to the preparation or verification of any of the information set forth on the Data Files. We have not verified, and we make no representation as to, the accuracy, completeness or reasonableness of the Source Documents, Provided Characteristics, Draft Preliminary Prospectus or any other information provided to us by the Mortgage Loan Sellers, on behalf of the Depositor, upon which we relied in forming our findings. Accordingly, we make no representation and express no opinion as to: (a) the existence of the Mortgage Loans, (b) questions of legal or tax interpretation and (c) the accuracy, completeness or reasonableness of any instructions, assumptions and methodologies provided to us by the Mortgage Loan Sellers, on behalf of the Depositor, that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.

We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the American Institute of Certified Public Accountants on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

Page 3 of 3

The agreed-upon procedures described in this report were not performed for the purpose of:

Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or

Making any findings with respect to:

Whether the origination of the Mortgage Loans conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,

ii.

The value of the collateral securing the Mortgage Loans,

iii.

Whether the originators of the Mortgage Loans complied with federal, state or local laws or regulations or

iv.

Any other factor or characteristic of the Mortgage Loans that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions.

This report is intended solely for the use of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties, but who may have access to this report as required by law or regulation.

/s/ Ernst & Young LLP

24 March 2016

Attachment A
Page 1 of 10

Background

For the purpose of the procedures described in this report, the Depositor indicated that:

The Certificates will represent the ownership interests in DBJPM 2016-C1 Mortgage Trust (the “Issuing Entity”) to be established by the Depositor and

The assets of the Issuing Entity will primarily consist of a pool of 33 fixed rate commercial mortgage loans (the “Mortgage Loans”) secured by first liens on 45 commercial and multifamily properties.

Procedures performed and our associated findings

We obtained from German American Capital Corporation (“GACC”) and JPMorgan Chase Bank, National Association (“JP Morgan,” together with GACC, the “Mortgage Loan Sellers”), respectively, on behalf of the Depositor:

An electronic data file (each, a “Mortgage Loan Seller Data File”) that the respective Mortgage Loan Seller, on behalf of the Depositor, indicated contains information on certain mortgage loans as of the later of the related due date of each mortgage loan in April 2016 and the date of origination of each mortgage loan (collectively, the “Cut-off Date”) and

A record layout and decode table related to each respective Mortgage Loan Seller Data File.

The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to combine the information on each respective Mortgage Loan Seller Data File. The resulting data file, as so combined, is hereinafter referred to as the “Combined Data File.” The Mortgage Loan Sellers, on behalf of the Depositor, indicated that the mortgage loans on the Combined Data File are the Mortgage Loans.

For each Mortgage Loan on the Combined Data File, we compared each Compared Characteristic on Exhibit 2 to Attachment A, as shown on the Combined Data File, to the corresponding information on copies of the Source Documents indicated on Exhibit 2 to Attachment A that were provided by the respective Mortgage Loan Seller, on behalf of the Depositor, subject only to the qualifications and exceptions stated in the notes to Exhibit 2 to Attachment A and the next paragraph in this Item 3.

The Source Document(s) that we were instructed by the Mortgage Loan Sellers, on behalf of the Depositor, to use for each Compared Characteristic are indicated on Exhibit 2 to Attachment A. Where more than one Source Document is listed for a Compared Characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to note agreement if the value on the Combined Data File for the Compared Characteristic agreed with the corresponding information on at least one of the Source Documents that are listed for such Compared Characteristic on Exhibit 2 to Attachment A. We performed no procedures to reconcile any differences that may exist between various Source Documents for any of the Compared Characteristics listed on Exhibit 2 to Attachment A.

Attachment A
Page 2 of 10

As instructed by the Mortgage Loan Sellers, on behalf of the Depositor, we adjusted the information on the Combined Data File to correct all the differences we noted in performing the procedures described in Item 3., and provided a list of such differences to the Mortgage Loan Sellers. The Combined Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.”

Subsequent to the performance of the procedures described in Items 1. through 4. above, we received an electronic data file from GACC, on behalf of the Depositor (the “Final Data File,” which together with the Mortgage Loan Seller Data Files comprise the Data Files), that GACC, on behalf of the Depositor, indicated contains information on the Mortgage Loans as of the Cut-off Date.

Using information on the:

Final Data File and

Updated Data File,

we compared each Compared Characteristic on Exhibit 2 to Attachment A, all as shown on the Final Data File, to the corresponding information on the Updated Data File and found such information to be in agreement.

Using the “First Payment Date” of each Mortgage Loan, as shown on the Final Data File, we recalculated the “Seasoning as of the Cut-off Date (Months)” of each Mortgage Loan as of the Cut-off Date. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

Using the “Sponsor” of each Mortgage Loan, as shown on the Final Data File, we identified those Mortgage Loans that had at least one common “Sponsor” (the “Related Borrowers”). We compared the Related Borrower information that we identified to the corresponding information on the Final Data File and found such information to be in agreement.

Using the:

First Payment Date and

Maturity or ARD Date

of each Mortgage Loan, both as shown on the Final Data File, we recalculated the “Original Term to Maturity or ARD” of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

Using the:

First Payment Date, as shown on the Final Data File, and

First payment date that a payment of principal and interest is due, as shown on the applicable Source Document,

of each Mortgage Loan (except for the Interest Only Loans (as defined in Note 12 of Exhibit 2 to Attachment A), which are described in the succeeding paragraph of this Item 9.), we recalculated the “Original Interest Only Period (Months)” of each Mortgage Loan (except for the Interest Only Loans). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

Attachment A
Page 3 of 10

9. (continued)

For the Interest Only Loans, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the “Original Term to Maturity or ARD” for the “Original Interest Only Period (Months)” characteristic.

10.

Using the:

Original Balance ($),

Interest Rate and

Monthly Debt Service ($)

of each Mortgage Loan (except for the Interest Only Loans, which are described in the succeeding paragraph of this Item 10.), all as shown on the Final Data File, and assuming that each Mortgage Loan has a fixed level monthly payment, we recalculated the “Original Amortization Term” of each Mortgage Loan (except for the Interest Only Loans). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

For the Interest Only Loans, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “0” for the “Original Amortization Term” characteristic.

11.

Using the:

Seasoning as of the Cut-off Date (Months),

Original Term to Maturity or ARD,

Original Interest Only Period (Months) and

Original Amortization Term

of each Mortgage Loan, as applicable, all as shown on the Final Data File, we recalculated the:

Remaining Term to Maturity or ARD,

ii.

Remaining Interest Only Period and

iii.

Remaining Amortization Term

of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

For the Interest Only Loans, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “0” for the “Remaining Amortization Term” characteristic.

Attachment A
Page 4 of 10

12.

Using the:

Original Balance ($),

Interest Accrual Basis,

Seasoning as of the Cut-off Date (Months),

Original Interest Only Period (Months),

First Payment Date,

Maturity or ARD Date,

Interest Rate and

Monthly Debt Service ($)

of each Mortgage Loan, all as shown on the Final Data File, and the calculation methodologies described on Exhibit 1 to Attachment A for the Underlying Properties associated with each Multiple Property Loan, we recalculated the principal balance of each Mortgage Loan and Underlying Property as of the Cut-off Date (the “Cut-off Date Balance ($)”) and as of the “Maturity or ARD Date” of each Mortgage Loan (the “Maturity or ARD Balance ($)”), assuming all scheduled payments of principal and/or interest on the Mortgage Loans are made and there are no prepayments or other unscheduled collections. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences of $1 or less.

13.

For each Pari Passu Mortgage Loan (as defined in Note 11 of Exhibit 2 to Attachment A) (except for the 787 Seventh Avenue Mortgage Loan and 225 Liberty Street Mortgage Loan (both as defined in Note 11 of Exhibit 2 to Attachment A), which are described in the succeeding paragraphs of this Item 13.), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the information on the applicable Source Documents to recalculate the aggregate principal balance for the related Companion Loan(s) (as defined in Note 11 of Exhibit 2 to Attachment A) as of the Cut-off Date (the “Pari Passu Companion Loan Cut-off Date Balance”). For each Pari Passu Mortgage Loan (except for the 787 Seventh Avenue Mortgage Loan and 225 Liberty Street Mortgage Loan), we compared the “Pari Passu Companion Loan Cut-off Date Balance” to the corresponding “Existing Additional Debt Amount” information on the Final Data File and found such information to be in agreement.

Attachment A
Page 5 of 10

13. (continued)

For the 787 Seventh Avenue Mortgage Loan, which has the “Existing Additional Debt (Yes/No)” characteristic as “Yes” on the Final Data File and the “Existing Additional Debt Description” characteristic as “$476,000,000 Pari Passu Debt; $214,000,000 Subordinate Secured Debt; $220,000,000 Mezzanine Debt” on the Final Data File, GACC, on behalf of the Depositor, instructed us to use:

Information on the applicable Source Documents to recalculate the aggregate principal balance of the Companion Loans related to the 787 Seventh Avenue Mortgage Loan as of the Cut-off Date (the “787 Seventh Avenue Companion Loan Cut-off Date Balance”),

Information on the applicable Source Documents to recalculate the principal balance of the 787 Seventh Avenue Subordinate Secured Companion Loan (as defined in Note 11 of Exhibit 2 to Attachment A) as of the Cut-off Date (the “787 Seventh Avenue Subordinate Secured Cut-off Date Balance”) and

Information on the applicable mezzanine loan agreement Secondary Financing Document (as defined in Note 19 of Exhibit 2 to Attachment A) to recalculate the principal balance of the mezzanine debt related to the 787 Seventh Avenue Mortgage Loan as of the Cut-off Date (the “787 Seventh Avenue Mezzanine Cut-off Date Principal Balance”).

For the 787 Seventh Avenue Mortgage Loan, we compared the sum of the recalculated 787 Seventh Avenue Companion Loan Cut-off Date Balance, 787 Seventh Avenue Subordinate Secured Cut-off Date Balance and 787 Seventh Avenue Mezzanine Cut-off Date Principal Balance to the corresponding “Existing Additional Debt Amount” information on the Final Data File and found such information to be in agreement.

For the 225 Liberty Street Mortgage Loan, which has the “Existing Additional Debt (Yes/No)” characteristic as “Yes” on the Final Data File and the “Existing Additional Debt Description” characteristic as “$418,500,000 Pari Passu Debt; $441,000,000 Subordinate Debt” on the Final Data File, GACC, on behalf of the Depositor, instructed us to use:

Information on the applicable Source Documents to recalculate the aggregate principal balance of the Companion Loans related to the 225 Liberty Street Mortgage Loan as of the Cut-off Date (the “225 Liberty Street Companion Loan Cut-off Date Balance”) and

Information on the applicable Source Documents to recalculate the principal balance of the 225 Liberty Street Subordinate Secured Companion Loan (as defined in Note 11 of Exhibit 2 to Attachment A) as of the Cut-off Date (the “225 Liberty Street Subordinate Secured Cut-off Date Balance”).

For the 225 Liberty Street Mortgage Loan, we compared the sum of the recalculated 225 Liberty Street Companion Loan Cut-off Date Balance and 225 Liberty Street Subordinate Secured Cut-off Date Balance to the corresponding “Existing Additional Debt Amount” information on the Final Data File and found such information to be in agreement.

Attachment A
Page 6 of 10

13. (continued)

For the Mortgage Loans which have the “Existing Additional Debt (Yes/No)” characteristic as “No” on the Final Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “NAP” for the “Existing Additional Debt Amount” characteristic.

14.

Using:

Information on the Final Data File,

The applicable calculation methodologies and assumptions described in the Draft Preliminary Prospectus and

The applicable calculation methodologies provided by the Mortgage Loan Sellers, on behalf of the Depositor, which are described in the succeeding paragraphs of this Item 14.,

we recalculated the:

Underwritten NOI DSCR,

ii.

Underwritten NCF DSCR,

iii.

Cut-off Date LTV Ratio,

iv.

“As is” Cut-off Date LTV,

LTV Ratio at Maturity or ARD,

vi.

Underwritten NOI Debt Yield,

vii.

Underwritten NCF Debt Yield,

viii.

NOI Debt Yield at Maturity,

ix.

NCF Debt Yield at Maturity,

% of Initial Pool Balance,

xi.

Annual Debt Service ($) and

xii.

Cut-off Balance per Unit

of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to round the “Underwritten NOI DSCR” and “Underwritten NCF DSCR” to two decimal places and to round the “Cut-off Date LTV Ratio,” ““As is” Cut-off Date LTV,” “LTV Ratio at Maturity or ARD,” “Underwritten NOI Debt Yield,” “Underwritten NCF Debt Yield,” “NOI Debt Yield at Maturity” and “NCF Debt Yield at Maturity” to the nearest 1/10^th of one percent.

Attachment A
Page 7 of 10

14. (continued)

For the Underlying Properties associated with each Multiple Property Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the aggregate:

Underwritten NOI DSCR,

Underwritten NCF DSCR,

Cut-off Date LTV Ratio,

“As is” Cut-off Date LTV,

LTV Ratio at Maturity or ARD,

Underwritten NOI Debt Yield,

Underwritten NCF Debt Yield,

NOI Debt Yield at Maturity and

NCF Debt Yield at Maturity

for the applicable Multiple Property Loan as the value for each of the characteristics listed in a. through i. above for the Underlying Properties associated with such Multiple Property Loan.

For the Pari Passu Mortgage Loans, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the combined annual debt service for the Mortgage Loan and the related Companion Loan(s), which is twelve (12) times the sum of the:

Monthly Debt Service ($) and

ii.

Pari Passu Companion Loan Monthly Debt Service ($),

both as shown on the Final Data File, to recalculate the “Underwritten NOI DSCR” and “Underwritten NCF DSCR” characteristics.

For the Pari Passu Mortgage Loans, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the combined principal balance as of the Cut-off Date for the Mortgage Loan and related Companion Loan(s), which is the sum of:

The “Cut-off Date Balance ($)” of the Mortgage Loan, as shown on the Final Data File and

The aggregate principal balance as of the Cut-off Date for the Companion Loan(s) related to each Pari Passu Mortgage Loan, recalculated using information on the applicable Source Documents,

to recalculate the:

Cut-off Date LTV Ratio,

ii.

“As Is” Cut-off Date LTV,

iii.

Underwritten NOI Debt Yield,

iv.

Underwritten NCF Debt Yield and

Cut-off Balance per Unit

characteristics.

Attachment A
Page 8 of 10

14. (continued)

For the Pari Passu Mortgage Loans, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the combined principal balance as of the “Maturity or ARD Date” for the Mortgage Loan and related Companion Loan(s), which is the sum of:

The “Maturity or ARD Balance ($)” of the Mortgage Loan, as shown on the Final Data File, and

The aggregate principal balance as of the “Maturity or ARD Date” for the Companion Loan(s) related to each Pari Passu Mortgage Loan, recalculated using information on the applicable Source Documents,

to recalculate the:

LTV Ratio at Maturity or ARD,

ii.

NOI Debt Yield at Maturity and

iii.

NCF Debt Yield at Maturity

characteristics.

15.

For each Pari Passu Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Annual Debt Service ($)” as twelve (12) times the “Pari Passu Companion Loan Monthly Debt Service ($),” as shown on the Final Data File. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

For each Mortgage Loan that is not a Pari Passu Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “<Blank>” for the “Pari Passu Companion Loan Annual Debt Service ($)” characteristic.

Attachment A
Page 9 of 10

16.

Using:

Information on the Final Data File for the 787 Seventh Avenue Mortgage Loan and 225 Liberty Street Mortgage Loan, as applicable,

Information on the applicable Source Documents and Secondary Financing Documents for the 787 Seventh Avenue Mortgage Loan and 225 Liberty Street Mortgage Loan and

The applicable calculation methodologies and assumptions described in the Draft Preliminary Prospectus,

we recalculated the:

Total Debt UW NOI DSCR,

ii.

Total Debt UW NCF DSCR,

iii.

Total Debt LTV at Cut-off,

iv.

Total Debt LTV at Maturity,

Total Debt U/W NOI Debt Yield,

vi.

Total Debt U/W NCF Debt Yield,

vii.

Total Debt NOI Debt Yield at Maturity,

viii.

Total Debt NCF Debt Yield at Maturity,

ix.

Total Debt Cut-off Balance per Unit and

Total Debt Balance per Unit at Maturity

of the 787 Seventh Avenue Mortgage Loan and 225 Liberty Street Mortgage Loan, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to round the “Total Debt UW NOI DSCR” and “Total Debt UW NCF DSCR” to two decimal places and to round the “Total Debt LTV at Cut-off,” “Total Debt LTV at Maturity,” “Total Debt U/W NOI Debt Yield,” “Total Debt U/W NCF Debt Yield,” “Total Debt NOI Debt Yield at Maturity” and “Total Debt NCF Debt Yield at Maturity” to the nearest 1/10^th of one percent.

For each Mortgage Loan (except for the 787 Seventh Avenue Mortgage Loan and 225 Liberty Street Mortgage Loan, which are described in the preceding paragraph of this Item 16.), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “<Blank>” for each of the characteristics listed in i. through x. above.

17.

Using the:

Master Servicing Fee Rate,

Primary Servicer Fee Rate and

Sub Servicer Fee Rate

of each Mortgage Loan, all as shown on the Final Data File, we recalculated the “Servicing Fee” of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

Attachment A
Page 10 of 10

18.

Using the:

Servicing Fee,

Trustee/Administrator Fee Rate,

CREFC Fee and

Operating Advisor Fee Rate

of each Mortgage Loan, all as shown on the Final Data File, we recalculated the “Administrative Fee Rate” of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

19.

Using the:

Administrative Fee Rate and

Additional Strip

of each Mortgage Loan, both as shown on the Final Data File, we recalculated the “Total Strip” of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

Exhibit 1 to Attachment A

Multiple Property Loan Calculation Methodologies

Multiple Property Loan	Characteristic	Methodology Provided by the Mortgage Loan Sellers

· East Hills Industrial Portfolio · Long Northville Portfolio	Original Balance ($)	The “Original Balance ($)” of the Multiple Property Loan is allocated to the respective Underlying Properties using the “Original Balance ($)” allocations for the Underlying Properties that are stated on the loan agreement Source Document

	Cut-off Date Balance ($) and Maturity or ARD Balance ($)	The “Cut-off Date Balance ($)” and “Maturity or ARD Balance ($)” of the Multiple Property Loan are allocated pro-rata to the respective Underlying Properties using the “Original Balance ($)” allocations for the Underlying Properties that are stated on the loan agreement Source Document

· Hall Office Park A1/G1/G3	Original Balance ($), Cut-off Date Balance ($) and Maturity or ARD Balance ($)	The “Original Balance ($),” “Cut-off Date Balance ($)” and “Maturity or ARD Balance ($)” of the Multiple Property Loan are allocated pro-rata to the respective Underlying Properties using the Underlying Property original principal balance allocations for the Hall Office Park A1/G1/G3 Whole Loan (as defined in Table A2 that is contained in Note 11 of Exhibit 2 to Attachment A) that are stated on the loan agreement Source Document

Note: Certain capitalized terms in the “Characteristic” and “Methodology Provided by the Mortgage Loan Sellers” columns that have not previously been defined are defined in Item 12. of Attachment A and on Exhibit 2 to Attachment A.

Exhibit 2 to Attachment A

Page 1 of 17

Compared Characteristics and Source Documents

Property Information:

Characteristic		Source Document(s)

Address (see Note 1)		Appraisal Report, Engineering Report or Phase I Environmental Report
City (see Note 1)		Appraisal Report, Engineering Report or Phase I Environmental Report
County		Appraisal Report, Engineering Report, Phase I Environmental Report or USPS Internet Site
State (see Note 1)		Appraisal Report, Engineering Report or Phase I Environmental Report
Zip Code		USPS Internet Site, Appraisal Report, Engineering Report or Phase I Environmental Report
Detailed Property Type		Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll
General Property Type (see Note 2)		Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll
Units of Measure		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report
Units/Rentable Square Ft.		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement, Master Lease, Tenant Estoppel or Appraisal Report
Year Built		Appraisal Report, Engineering Report or Phase I Environmental Report
Year Renovated		Appraisal Report, Engineering Report or Phase I Environmental Report
Occupancy As-of Date (see Note 3)		Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Occupancy		Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Third Most Recent Occupancy Date		Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
Third Most Recent Occupancy		Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
Second Most Recent Occupancy		Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
Second Most Recent Occupancy Date		Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report

Exhibit 2 to Attachment A

Page 2 of 17

Third Party Information:

Characteristic		Source Document(s)

Appraised Value ($) (see Note 4)		Appraisal Report
Appraisal As-of Date (see Note 4)		Appraisal Report
“As is” Appraisal Value (see Note 4)		Appraisal Report
“As is” Date of Valuation		Appraisal Report
FIRREA Compliant (Yes/No)		Appraisal Report
Engineering Report Date (see Note 5)		Engineering Report
Environmental Report Date		Phase I Environmental Report
Date of Phase II Report (if applicable) (see Note 6)		Phase II Environmental Report
Date of Seismic Report (see Note 7)		Seismic Report
PML/SEL (%) (see Note 7)		Seismic Report
Earthquake Insurance (Y/N)		Certificate of Property Insurance
Terrorism Insurance (Y/N)		Certificate of Property Insurance
Windstorm Insurance (Y/N)		Certificate of Property Insurance
Environmental Insurance (Y/N) (see Note 6)		Certificate of Environmental Insurance
Single Tenant (Yes/No)		Borrower Rent Roll, Underwritten Rent Roll, Appraisal Report, Master Lease or Tenant Estoppel

Major Tenant Information: (see Note 8)
Characteristic		Source Document(s)
Largest Tenant		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Largest Tenant SF		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Largest Tenant Lease Expiration (see Note 9)		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2^ndLargest Tenant		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2^ndLargest Tenant SF		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2^ndLargest Tenant Lease Expiration (see Note 9)		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3^rdLargest Tenant		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3^rdLargest Tenant SF		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3^rdLargest Tenant Lease Expiration (see Note 9)		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4^thLargest Tenant		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4^thLargest Tenant SF		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel

Exhibit 2 to Attachment A

Page 3 of 17

Major Tenant Information: (continued)

Characteristic		Source Document(s)

4^thLargest Tenant Lease Expiration (see Note 9)		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5^th Largest Tenant		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5^th Largest Tenant SF		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5^thLargest Tenant Lease Expiration (see Note 9)		Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel

Underwriting Information: (see Note 10)
Characteristic		Source Document(s)

Third Most Recent Operating Statements Date		Underwriter’s Summary Report
Third Most Recent EGI ($)		Underwriter’s Summary Report
Third Most Recent Expenses ($)		Underwriter’s Summary Report
Third Most Recent NOI ($)		Underwriter’s Summary Report
Third Most Recent Capital Items		Underwriter’s Summary Report
Third Most Recent NCF		Underwriter’s Summary Report
Second Most Recent Operating Statements Date		Underwriter’s Summary Report
Second Most Recent EGI ($)		Underwriter’s Summary Report
Second Most Recent Expenses ($)		Underwriter’s Summary Report
Second Most Recent NOI ($)		Underwriter’s Summary Report
Second Most Recent Capital Items		Underwriter’s Summary Report
Second Most Recent NCF		Underwriter’s Summary Report
Most Recent Operating Statements Date		Underwriter’s Summary Report
Most Recent EGI ($)		Underwriter’s Summary Report
Most Recent Expenses ($)		Underwriter’s Summary Report
Most Recent NOI ($)		Underwriter’s Summary Report
Most Recent Capital Items		Underwriter’s Summary Report
Most Recent NCF		Underwriter’s Summary Report
Underwritten Revenue ($)		Underwriter’s Summary Report
Underwritten EGI ($)		Underwriter’s Summary Report
Underwritten Expenses ($)		Underwriter’s Summary Report
Underwritten NOI ($)		Underwriter’s Summary Report
Underwritten Reserves ($)		Underwriter’s Summary Report
Underwritten TI/LC ($)		Underwriter’s Summary Report
Underwritten NCF ($)		Underwriter’s Summary Report
UW Vacancy		Underwriter’s Summary Report

Exhibit 2 to Attachment A

Page 4 of 17

Reserve and Escrow Information:

Characteristic		Source Document(s)

Monthly Tax Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Servicing Tape
Monthly Insurance Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Servicing Tape
Monthly Replacement Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Monthly TI/LC Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Other Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Monthly Other Reserve ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Other Reserves Description		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Upfront Tax Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Upfront Insurance Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Upfront Replacement Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Upfront TI/LC Reserves ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Upfront Engineering Reserve ($)		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Tax Reserve Springing Condition		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Insurance Reserve Springing Condition		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Replacement Reserve Cap		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Replacement Reserve Springing Condition		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
TI/LC Reserve Cap		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
TI/LC Reserve Springing Condition		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Other Reserve Cap		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Other Reserve Springing Condition		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Tax Reserve Interest to Borrower		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust

Exhibit 2 to Attachment A

Page 5 of 17

Reserve and Escrow Information: (continued)

Characteristic		Source Document(s)

Insurance Reserve Interest to Borrower		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Replacement Reserve Interest to Borrower		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
TI/LC Reserve Interest to Borrower		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Engineering Reserve Interest to Borrower		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Other Reserve Interest to Borrower		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Earnout/Holdback		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Earnout/Holdback Description		Closing Statement, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust

Mortgage Loan Information:

Characteristic		Source Document(s)

Borrower		Promissory Note, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Is Borrower a DST (Delaware Statutory Trust)?		Promissory Note, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Guarantor (see Note 5)		Guaranty Agreement, Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Environmental Indemnity
Sponsor (see Note 5)		Guaranty Agreement, Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Environmental Indemnity
Original Balance ($) (see Note 11)		For all Mortgage Loans: · Promissory Note, Loan Agreement or Loan Modification Agreement For Underlying Properties associated with Multiple Property Loans: · Multiple Property Loan calculation methodologies described on Exhibit 1 to Attachment A
Interest Rate		Promissory Note, Loan Agreement or Loan Modification Agreement
Monthly Debt Service ($) (see Notes 11, 12 and 13)		Promissory Note, Loan Agreement or Loan Modification Agreement
Pari Passu Companion Loan Monthly Debt Service ($) (see Note 11)		Promissory Note, Loan Agreement or Loan Modification Agreement

Exhibit 2 to Attachment A

Page 6 of 17

Mortgage Loan Information: (continued)

Characteristic

Source Document(s)

Amortization Type		Promissory Note, Loan Agreement or Loan Modification Agreement
Interest Accrual Basis		Promissory Note, Loan Agreement or Loan Modification Agreement
Maturity or ARD Date		Promissory Note, Loan Agreement or Loan Modification Agreement
ARD Loan (Yes/No)		Promissory Note, Loan Agreement or Loan Modification Agreement
Final Maturity Date		Promissory Note, Loan Agreement or Loan Modification Agreement
Payment Date		Promissory Note, Loan Agreement or Loan Modification Agreement
Grace Period (Late Fee)		Promissory Note, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Grace Period (Default)		Promissory Note, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Assumption Fee		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Origination Date		Promissory Note, Loan Agreement or Loan Modification Agreement
First Payment Date (see Note 14)		Promissory Note, Loan Agreement or Loan Modification Agreement
Lockbox (see Note 15)		Cash Management Agreement, Loan Agreement, Mortgage/Deed of Trust or Clearing Account Agreement
Cash Management (see Note 16)		Cash Management Agreement, Loan Agreement, Mortgage/Deed of Trust or Clearing Account Agreement
Excess Cash Trap Trigger		Cash Management Agreement, Loan Agreement, Mortgage/Deed of Trust or Clearing Account Agreement
Prepayment Provisions (# of payments) (see Note 17)		Promissory Note, Loan Agreement or Loan Modification Agreement
Lockout Expiration Date (see Note 18)		Promissory Note, Loan Agreement or Loan Modification Agreement
Partial Prepay or Release Allowed (Yes/No)		Promissory Note, Loan Agreement or Loan Modification Agreement
Partial Prepayment or Release Description		Promissory Note, Loan Agreement or Loan Modification Agreement
SPE		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Independent Director (Yes/No)		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust

Exhibit 2 to Attachment A

Page 7 of 17

Mortgage Loan Information: (continued)

Characteristic

Source Document(s)

Non-Consolidation Opinion (Yes/No)		Non-Consolidation Opinion, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Ownership Interest (see Note 5)		Final Title Policy, Marked Title Commitment, Pro Forma Title Policy or Title Policy Commitment
Lien Position		Final Title Policy, Marked Title Commitment, Pro Forma Title Policy or Title Policy Commitment
Ground Lease Expiration		Ground Lease Agreement or Sub-Ground Lease Agreement
Ground Lease Extension Terms		Ground Lease Agreement or Sub-Ground Lease Agreement
Letter of Credit		Letter of Credit, Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
TIC		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Existing Additional Debt (Yes/No) (see Note 19)		Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Secondary Financing Documents
Existing Additional Debt Description (see Note 19)		Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Secondary Financing Documents
Future Debt Permitted (Yes/No)		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Future Debt Permitted Type		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Future Debt Description		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Substitution Allowed (Yes/No)		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Substitution Description		Loan Agreement, Loan Modification Agreement or Mortgage/Deed of Trust
Property Manager		Management Agreement or Loan Agreement
Franchise Flag		Franchise Agreement
Franchise Agreement Expiration Date		Franchise Agreement
Previous Securitization (see Note 20)		Bloomberg Screenshot or Trepp Screenshot

Exhibit 2 to Attachment A

Page 8 of 17

Notes:

For the purpose of comparing the:

Address,

City and

State

characteristics for each mortgaged property on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences that are standard postal abbreviations.

For the purpose of comparing the “General Property Type” characteristic for each mortgaged property on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the property type that accounts for the majority of the mortgaged property’s base rent (except for the mortgaged properties described in the succeeding paragraph of this Note 2), as shown on the applicable appraisal report, borrower rent roll or underwritten rent roll Source Document.

For the mortgaged properties identified on the Combined Data File as:

Zanker Road,

120 West Main Street,

180 East Main Street and

190 East Main Street,

each of which are secured by more than one property type, as shown on the applicable appraisal report, borrower rent roll or underwritten rent roll Source Document, GACC, on behalf of the Depositor, instructed us to use “Mixed Use” for the “General Property Type” characteristic.

For the purpose of comparing the “Occupancy As-of Date” characteristic for each mortgaged property on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the last day of the month if the applicable Source Document only indicated the month and year.

For each mortgaged property identified on the Combined Data File with the “Single Tenant (Yes/No)” characteristic as “Yes,” the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the Cut-off Date of the related Mortgage Loan for the “Occupancy As-of Date” characteristic.

For the Mortgage Loan identified on the Combined Data File as “Naples Grande Beach Resort” (the “Naples Grande Beach Resort Mortgage Loan”), the appraisal report Source Documents contain:

An “As Is” appraised value of $242,000,000,

A “Tennis Court As If Vacant Value” appraised value of $1,750,000 and

A “Golf Course Allocation of Market Value” appraised value of $23,500,000.

For the purpose of comparing the “Appraised Value ($)” and ““As is” Appraisal Value” characteristics for the Naples Grande Beach Resort Mortgage Loan, JP Morgan, on behalf of the Depositor, instructed us to subtract the “Tennis Court As If Vacant Value” appraised value of $1,750,000 from the sum of the “As Is” appraised value of $242,000,000 and the “Golf Course Allocation of Market Value” appraised value of $23,500,000 (which results in an “Appraised Value ($)” and ““As is” Appraisal Value” of $263,750,000).

Exhibit 2 to Attachment A

Page 9 of 17

Notes: (continued)

4. (continued)

For the Mortgage Loans with “as complete” or “hypothetical as is” for the “Appraisal Value As Is / Stabilized” characteristic on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the “as complete” or “hypothetical as is” appraised value and the corresponding date associated with such “as complete” or “hypothetical as is” appraised value, all as shown on the applicable appraisal report Source Document, for the “Appraised Value ($)” and “Appraisal As-of Date” characteristics, respectively.

For the Mortgage Loans (or, if applicable, each specific Underlying Property that secures a Mortgage Loan) listed in Table A1, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the information in the “Provided Value” column for the applicable characteristic listed in Table A1, even though the information in the “Provided Value” column did not agree with the information in the “Source Document Value” column that was shown on the applicable Source Document(s):

Table A1:
Mortgage Loan Seller	Mortgage Loan	Underlying Property	Characteristic	Source Document Value	Provided Value

JP Morgan	SLS South Beach	N/A	Guarantor	No Source Document⁽¹⁾	NAP
			Sponsor	No Source Document⁽¹⁾	GoldenPeaks Capital
			Ownership Interest	Fee Simple and Leasehold	Fee Simple

GACC	East Hills Industrial Portfolio	934 Franklin Street	Engineering Report Date	No Source Document⁽²⁾	NAP

(1)	JP Morgan, on behalf of the Depositor, indicated there is no guaranty agreement Source Document for this Mortgage Loan

(2)	GACC, on behalf of the Depositor, indicated there is no engineering report Source Document for this Underyling Property

We performed no procedures to determine the accuracy, completeness or reasonableness of the information in the “Provided Value” column of Table A1 that was provided by the Mortgage Loan Sellers, on behalf of the Depositor.

Exhibit 2 to Attachment A

Page 10 of 17

Notes: (continued)

The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “Date of Phase II Report (if applicable)” characteristic only for Mortgage Loans and/or mortgaged properties (if any) that contained a phase II environmental report Source Document in the related loan file.

The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “Environmental Insurance (Y/N)” characteristic only for Mortgage Loans and/or mortgaged properties (if any) that contained a certificate of environmental insurance Source Document in the related loan file. We performed no procedures to determine if any Mortgage Loan and/or mortgaged property that did not contain a certificate of environmental insurance Source Document in the related loan file was required by the applicable Mortgage Loan Seller to obtain environmental insurance for the related mortgaged property.

The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “Date of Seismic Report” and “PML/SEL (%)” characteristics only for Mortgage Loans and/or mortgaged properties that contained a seismic report Source Document in the related loan file.

For the purpose of comparing the “Major Tenant Information” characteristics for each mortgaged property on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to consider the tenant that pays the higher monthly rent as the larger tenant for tenants with the same square footage, all as shown on the applicable Source Document.

For the purpose of comparing the “Major Tenant Information” characteristics for each mortgaged property on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to combine multiple spaces leased by the same tenant only if the lease for each space has the same lease expiration date (except for the Mortgage Loans described in the succeeding paragraphs of this Note 8), all as shown on the applicable Source Document.

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property that secures the Mortgage Loan identified on the Combined Data File as “Hagerstown Premium Outlets,” GACC, on behalf of the Depositor, instructed us to combine multiple spaces leased by the same tenant, and for those tenants with multiple lease expirations, to use the lease expiration date for the leases associated with the spaces which together have the largest square footage and the same lease expiration date, all as shown on the applicable Source Document.

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property that secures the Mortgage Loan identified on the Combined Data File as “7700 Parmer,” JP Morgan, on behalf of the Depositor, instructed us to combine the spaces leased by the tenant identified as “eBay Inc./PayPal Data Services” on the underwritten rent roll Source Document, and to use the lease expiration date for the lease associated with the related space that has the earliest lease expiration date.

Exhibit 2 to Attachment A

Page 11 of 17

Notes: (continued)

8. (continued)

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property that secures the Mortgage Loan identified on the Combined Data File as “7700 Parmer,” JP Morgan, on behalf of the Depositor, instructed us to combine the spaces leased by the tenant identified as “Oracle America” on the underwritten rent roll Source Document, and to use the lease expiration date for the lease associated with the related space that has the earliest lease expiration date.

For the purpose of comparing the :

Largest Tenant Lease Expiration,

2^ndLargest Tenant Lease Expiration,

3^rdLargest Tenant Lease Expiration,

4^thLargest Tenant Lease Expiration and

5^thLargest Tenant Lease Expiration

characteristics for the mortgaged property or mortgaged properties that secure each Mortgage Loan on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the last day of the month if the applicable Source Document only showed the month and year of expiration.

10.

For the purpose of comparing the “Underwriting Information” characteristics for the mortgaged property or mortgaged properties that secure each Mortgage Loan on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences of $3 or less.

11.

The Mortgage Loan Sellers, on behalf of the Depositor, indicated that the Mortgage Loans listed in Table A2 (each, a “Pari Passu Mortgage Loan”) are each comprised of one or more pari-passu portions of a mortgage whole loan (each, a “Whole Loan”), which also has one or more pari-passu portions that will not be assets of the Issuing Entity (each, a “Companion Loan”). Additionally, the Mortgage Loan Sellers, on behalf of the Depositor, indicated that:

With respect to the Pari Passu Mortgage Loan identified on the Combined Data File as “787 Seventh Avenue” (the “787 Seventh Avenue Mortgage Loan”), the related Whole Loan (the “787 Seventh Avenue Whole Loan”) also has one subordinate secured note that will not be an asset of the Issuing Entity (the “787 Seventh Avenue Subordinate Secured Companion Loan”) and

With respect to the Pari Passu Mortgage Loan identified on the Combined Data File as “225 Liberty Street” (the “225 Liberty Street Mortgage Loan”), the related Whole Loan (the “225 Liberty Whole Loan”) also has three subordinate secured notes that will not be assets of the Issuing Entity (collectively, the “225 Liberty Street Subordinate Secured Companion Loan,” and together with the 787 Seventh Avenue Subordinate Secured Companion Loan, the “Subordinate Secured Companion Loans”).

For each Whole Loan listed in Table A2, the applicable Source Document listed in the “Source Document” column of Table A2 indicates that the Whole Loan was split into multiple portions which are pari-passu with each other, and also with respect to the 787 Seventh Avenue Whole Loan and 225 Liberty Street Whole Loan, a portion or multiple portions that are subordinate to the related Mortgage Loan and Companion Loans (each such portion, a “Note Component”), which are listed in the “Note Component(s)” column of Table A2:

Exhibit 2 to Attachment A

Page 12 of 17

Notes: (continued)

11. (continued)

Table A2:
Whole Loan	Mortgage Loan Seller	Mortgage Loan and Companion Loan(s)	Note Component(s)	Amortization Type	Source Document

787 Seventh Avenue	GACC	Mortgage Loan Companion Loans	Note A-7 Note A-1 Note A-2 Note A-3 Note A-4 Note A-5 Note A-6 Note A-8	Interest Only	Draft Loan Modification Agreement⁽¹⁾
		Subordinate Secured Companion Loan	Note B

Williamsburg Premium Outlets	GACC	Mortgage Loan Companion Loans	Note A-1 Note A-6 Note A-2 Note A-3 Note A-4 Note A-5	Interest Only	Loan Agreement

Naples Grande Beach Resort	JP Morgan	Mortgage Loan Companion Loans	Note A-2 Note A-1 Note A-3	Interest Only, then Amortizing	Loan Modification Agreement

225 Liberty Street	GACC	Mortgage Loan Companion Loans Subordinate Secured Companion Loans	Note A-1E Note A-1A Note A-1B Note A-1C Note A-1D Note A-1F Note A-2A Note A-2B Note A-2C	Interest Only	Loan Modification Agreement

600 Broadway	GACC	Mortgage Loan Companion Loans	Note A-4 Note A-5-1 Note A-5-2 Note A-1 Note A-2-1 Note A-2-2 Note A-3 Note A-6	Interest Only	Loan Modification Agreement

SLS South Beach	JP Morgan	Mortgage Loan Companion Loan	Note A-1 Note A-2	Interest Only	Loan Modification Agreement

7700 Parmer	JP Morgan	Mortgage Loan Companion Loans	Note A-3 Note A-1 Note A-2	Interest Only	Loan Modification Agreement

Hagerstown Premium Outlets	GACC	Mortgage Loan Companion Loans	Note A-1 Note A-2 Note A-3 Note A-4	Interest Only, then Amortizing	Draft Loan Modification Agreement⁽¹⁾

Exhibit 2 to Attachment A

Page 13 of 17

Notes: (continued)

11. (continued)


Table A2: (continued)
Whole Loan	Mortgage Loan Seller	Mortgage Loan and Companion Loan(s)	Note Component(s)	Amortization Type	Source Document

Columbus Park Crossing	GACC	Mortgage Loan Companion Loan	Note A-2 Note A-1	Interest Only, then Amortizing	Loan Modification Agreement

Hall Office Park A1/G1/G3	GACC	Mortgage Loan Companion Loan	Note A-1 Note A-2	Interest Only, then Amortizing	Draft Loan Modification Agreement⁽¹⁾

Renaissance Providence Downtown Hotel	JP Morgan	Mortgage Loan Companion Loan	Note A-1 Note A-2	Amortizing Balloon	Loan Modification Agreement

(1)

GACC, on behalf of the Depositor, instructed us to treat the draft loan modification agreement Source Documents for these Mortgage Loans as fully executed

For the avoidance of doubt, for the 787 Seventh Avenue Mortgage Loan and the 225 Liberty Street Mortgage Loan, all references herein to the related “Companion Loans” exclude the 787 Seventh Avenue Subordinate Secured Companion Loan and the 225 Liberty Street Subordinate Secured Companion Loan, respectively.

For the purpose of comparing the “Original Balance ($)” characteristic for each Pari Passu Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use information on the Source Document listed in the “Source Document” column of Table A2 for the “Note Component(s)” that are listed in the “Note Component(s)” column of Table A2 that are associated with the “Mortgage Loan” portion(s) of each Whole Loan that are listed in the “Mortgage Loan and Companion Loan(s)” column of Table A2.

For the purpose of comparing the “ Pari Passu Companion Loan Monthly Debt Service ($)” characteristic for each Pari Passu Mortgage Loan with “Interest Only” listed in the “Amortization Type” column of Table A2 (the “Interest Only Pari Passu Mortgage Loans”), all of which have an “Interest Accrual Basis” of “Actual/360” on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Monthly Debt Service ($)” as 1/12^th of the product of:

The aggregate original balance of the related Companion Loan(s), as shown on the applicable Source Document,

The interest rate for the related Companion Loan(s), as shown on the applicable Source Document, and

365/360.

For the purpose of comparing the “Monthly Debt Service ($)” characteristic for each Pari Passu Mortgage Loan with “Interest Only, then Amortizing” listed in the “Amortization Type” column of Table A2 (the “Partial I/O Pari Passu Mortgage Loans”), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the pro-rata portion of the monthly debt service following the expiration of the “Original Interest Only Period (Months)” (as defined in Item 9. of Attachment A) for the related Whole Loan that is shown on the applicable Source Document, based on the ratio of the “Original Balance ($)” of the Mortgage Loan, as shown on the Combined Data File, to the original balance of the related Whole Loan, as shown on the applicable Source Document.

Exhibit 2 to Attachment A

Page 14 of 17

Notes: (continued)

11. (continued)

For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” characteristic for each Partial I/O Pari Passu Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the pro-rata portion of the monthly debt service following the expiration of the “Original Interest Only Period (Months)” for the related Whole Loan that is shown on the applicable Source Document, based on the ratio of the aggregate original balance of the related Companion Loan(s) to the original balance of the related Whole Loan, all as shown on the applicable Source Document.

For the purpose of comparing the “Monthly Debt Service ($)” characteristic for the Pari Passu Mortgage Loan with “Amortizing Balloon” listed in the “Amortization Type” column of Table A2 (the “Amortizing Balloon Pari Passu Mortgage Loan”), JP Morgan, on behalf of the Depositor, instructed us to use the pro-rata portion of the monthly debt service for the related Whole Loan that is shown on the applicable Source Document based on the ratio of the “Original Balance ($)” of the Mortgage Loan, as shown on the Combined Data File, to the original balance of the related Whole Loan, as shown on the applicable Source Document.

For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” characteristic for the Amortizing Balloon Pari Passu Mortgage Loan, JP Morgan, on behalf of the Depositor, instructed us to use the pro-rata portion of the monthly debt service for the related Whole Loan that is shown on the applicable Source Document, based on the ratio of the original balance of the related Companion Loan to the original balance of the related Whole Loan, all as shown on the applicable Source Document.

12.

For the Mortgage Loans identified on the Combined Data File with the “Amortization Type” characteristic as “Interest Only” (the “Interest Only Loans”), all of which have an “Interest Accrual Basis” of “Actual/360” on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to recalculate the “Monthly Debt Service ($)” characteristic as 1/12^th of the product of the:

Original Balance ($),

	b.	Interest Rate and
	c.	365/360.

13.

For the purpose of comparing the “Monthly Debt Service ($)” characteristic for the Mortgage Loans identified on the Combined Data File with the “Amortization Type” characteristic as “Interest Only, then Amortizing” (the “Partial I/O Loans”) (except for the Partial I/O Pari Passu Mortgage Loans, which are described in Note 11 above), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the “Monthly Debt Service ($)” after the expiration of the “Original Interest Only Period (Months),” as shown on the applicable Source Document.

14.

For the purpose of comparing the “First Payment Date” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to assume that the “First Payment Date” is the “Payment Date” after the end of the first full interest accrual period, as shown on the promissory note, loan agreement or loan modification agreement Source Document.

Exhibit 2 to Attachment A

Page 15 of 17

Notes: (continued)

15.

For the purpose of comparing the “Lockbox” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the following definitions:

Hard – the related borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender,

Soft – the related borrower is required to deposit or cause the property manager to deposit all rents collected into a lockbox account controlled by the lender,

Springing Hard – a lockbox is not currently in place, but the mortgage loan documents require the imposition of a hard lockbox upon the occurrence of an event of default or one or more specified trigger events under the mortgage loan documents,

Springing Soft - a lockbox is not currently in place, but the mortgage loan documents require the imposition of a soft lockbox upon the occurrence of an event of default or one or more specified trigger events under the mortgage loan documents and

Soft Springing Hard – the related borrower is required to deposit or cause the property manager to deposit all rents collected into a lockbox account controlled by the lender, but the mortgage loan documents require the imposition of a hard lockbox upon the occurrence of an event of default or one or more specified trigger events under the mortgage loan documents.

16.

For the purpose of comparing the “Cash Management” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the following definitions:

In Place – funds in the lockbox are disbursed according to the mortgage loan documents to pay debt service, reserves and other amounts required by the mortgage loan documents before the lender either (i) disburses excess cash to the related borrower or (ii) retains excess cash as additional collateral for the mortgage loan and

Springing – until the occurrence of an event of default or one or more specified trigger events under the mortgage loan documents, funds in the lockbox are swept to an account controlled by the related borrower on a daily basis. Upon the occurrence of an event of default or one or more specified trigger events under the mortgage loan documents, funds in the lockbox are required to be forwarded to a cash management account controlled by the lender and such funds are disbursed according to the mortgage loan documents to pay debt service, reserves and other amounts required by the mortgage loan documents.

17.

For the purpose of comparing the “Prepayment Provisions (# of payments)” characteristic for each Pari Passu Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to assume that the entire “Loan” (as defined in the applicable loan agreement Source Document) has been securitized.

Exhibit 2 to Attachment A

Page 16 of 17

Notes: (continued)

18.

For the purpose of comparing the “Lockout Expiration Date” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to:

Use the day prior to the first “Payment Date” which occurs during the open period for Mortgage Loans that allow only for defeasance,

Use the day prior to the first “Payment Date” which occurs during the yield maintenance period or prepayment penalty period for Mortgage Loans that can be prepaid with yield maintenance or a prepayment penalty and

Use the day prior to the first “Payment Date” which occurs during the yield maintenance period or prepayment penalty period for Mortgage Loans that allow for defeasance and also permit the Mortgage Loan to be prepaid with yield maintenance or a prepayment penalty,

even if the provisions of the promissory note, loan agreement or loan modification agreement Source Documents do not require the payment of interest to the next “Payment Date” when the prepayment occurs on a date other than a monthly “Payment Date.”

19.

For the purpose of comparing the:

Existing Additional Debt (Yes/No) and

Existing Additional Debt Description

characteristics, either:

The loan agreement, loan modification agreement and/or mortgage/deed of trust Source Documents describe the existence of any additional debt or

ii.

The Mortgage Loan Sellers, on behalf of the Depositor, provided us with certain intercreditor agreements, co-lender agreements and/or other secondary financing documents (collectively, the “Secondary Financing Documents”) that describe the existence of any additional debt.

It is possible that other documents not provided to us would indicate additional existing secondary financing. Other than the information indicated on the loan agreement, loan modification agreement and/or mortgage/deed of trust Source Documents and the Secondary Financing Documents provided to us by the Mortgage Loan Sellers, on behalf of the Depositor, we could not determine whether there is other existing secondary financing.

For the purpose of comparing the:

Existing Additional Debt (Yes/No) and

Existing Additional Debt Description

characteristics for each Pari Passu Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to include the related Companion Loans (and in the case of the 787 Seventh Avenue Mortgage Loan and the 225 Liberty Street Mortgage Loan, the 787 Seventh Avenue Subordinate Secured Companion Loan and the 225 Liberty Street Subordinate Secured Companion Loan, respectively), as “additional debt.”

Exhibit 2 to Attachment A

Page 17 of 17

Notes: (continued)

20.

For each Mortgage Loan that the Mortgage Loan Sellers, on behalf of the Depositor, indicated was included in a previous securitization (the “Previously Securitized Loans”), the Mortgage Loan Sellers, on behalf of the Depositor, provided a previous securitization history Bloomberg screenshot (“Bloomberg Screenshot”) or a Trepp mortgage loan transaction summary screenshot (“Trepp Screenshot”). We performed no procedures to determine if any Mortgage Loan for which we were not provided Bloomberg Screenshot or Trepp Screenshot Source Documents relating to the previous securitization history for such Mortgage Loan was included in a previous securitization.

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Mortgage Loan Sellers, on behalf of the Depositor, that are described in the notes above.

Exhibit 3 to Attachment A

Provided Characteristics

Characteristic

Property Name

Mortgage Loan Originator

Mortgage Loan Seller

Property Flag

# of Properties

Appraisal Value As Is / Stabilized

Loan Purpose

Crossed With Other Loans

Owner Occupancy > 5%

Confirm Required Repairs are Escrowed at 125% (Yes/No)

Controlling Note (Yes/No)

Master Servicing Fee Rate

Primary Servicer Fee Rate

Trustee/Administrator Fee Rate

CREFC Fee

Operating Advisor Fee Rate

Sub Servicer Fee Rate

Sub Serviced (Y/N)

Sub Servicer Name

Additional Strip

Reserve Adjusted Loan Amount (Y/N)

Unadjusted LTV at Cut-off

Unadjusted U/W NOI Debt Yield

Unadjusted U/W NCF Debt Yield

Note: We performed no procedures to determine the accuracy, completeness or reasonableness of the Provided Characteristics.

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