EX-1 2 exh-1.htm AGREED-UPON PROCEDURES REPORT, DATED JULY 18, 2016, OF ERNST & YOUNG LLP

Exhibit 1

DBJPM 2016-C3 Mortgage Trust
Commercial Mortgage Pass–Through Certificates, Series 2016-C3

 

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

Pillar Multifamily, LLC

Pillar Funding LLC

Pillar Funding II LLC

Pillar Funding III LLC

Pillar Capital Partners I LLC

Wells Fargo Securities, LLC

Academy Securities, Inc.

 

 

18 July 2016

 

 

 
 

 

Adobe Systems

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, 10th Floor

New York, New York 10005

 

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

   

Pillar Multifamily, LLC

Pillar Funding LLC

Pillar Funding II LLC

Pillar Funding III LLC

Pillar Capital Partners I LLC

330 Madison Avenue

New York, New York 10017

Wells Fargo Securities, LLC

375 Park Avenue, 2nd Floor

New York, New York 10152

 

Academy Securities, Inc.

277 Park Avenue, 35th Floor

New York, New York 10172

   
   
Re: DBJPM 2016-C3 Mortgage Trust
Commercial Mortgage Pass Through Certificates, Series 2016-C3 (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 will 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.

 

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

a.Certain electronic data files (the “Data Files”) that are described in Attachment A,
b.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,
c.Certain calculation methodologies, which are described on Exhibit 1 to Attachment A, for the Mortgage Loan (the “Multiple Property Loan”) secured by multiple mortgaged properties (the “Underlying Properties”) relating to the allocation of certain Multiple Property Loan characteristics to the respective Underlying Properties,
d.A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Mortgage Loan Originators, on behalf of the Depositor, instructed us to compare to information contained on the Source Documents,
e.A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Mortgage Loan Originators, on behalf of the Depositor, instructed us to recalculate using information on the Data Files,
f.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 Originators, on behalf of the Depositor, instructed us to perform no procedures,
g.A draft of the preliminary prospectus for the DBJPM 2016-C3 Mortgage Trust securitization transaction (the “Draft Preliminary Prospectus”) and
h.Instructions, assumptions and methodologies, which are described in Attachment A.

 

The procedures included 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 Originators, 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 Originators, 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.

 
 

 

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

a.Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
b.Making any findings with respect to:
i.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

 

18 July 2016

 

 
 
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Attachment A

Page 1 of 10

 

 

Background

 

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

a.The Certificates will represent the ownership interests in DBJPM 2016-C3 Mortgage Trust (the “Issuing Entity”) to be established by the Depositor and
b.The assets of the Issuing Entity will primarily consist of a pool of 32 fixed rate commercial mortgage loans (the “Mortgage Loans”) secured by first liens on 54 commercial, multifamily and manufactured housing community properties.

 

Procedures performed and our associated findings

 

1.We obtained from German American Capital Corporation (“GACC”), JPMorgan Chase Bank, National Association (“JP Morgan”) and Pillar Funding LLC (“Pillar,” together with GACC and JP Morgan, the “Mortgage Loan Originators”), respectively, on behalf of the Depositor:
a.An electronic data file (each, a “Mortgage Loan Originator Data File”) that the respective Mortgage Loan Originator, 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 August 2016 and the date of origination of each mortgage loan (collectively, the “Cut-off Date”) and
b.A record layout and decode table related to each respective Mortgage Loan Originator Data File.

 

GACC and JP Morgan, on behalf of the Depositor, indicated that the mortgage loan identified as “Westfield San Francisco Centre” (the “Westfield San Francisco Centre Mortgage Loan”) on the Mortgage Loan Originator Data File provided by GACC, on behalf of the Depositor, consists of multiple portions of a pari-passu mortgage loan that will be transferred to the Depositor by GACC and JP Morgan. For the Westfield San Francisco Centre Mortgage Loan, GACC and JP Morgan, on behalf of the Depositor, instructed us to perform the procedures described in this report for GACC, on behalf of the Depositor. We performed no procedures on the Westfield San Francisco Centre Mortgage Loan for JP Morgan, on behalf of the Depositor.

 

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

 

3.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 provided by the respective Mortgage Loan Originator, on behalf of the Depositor, subject only to the instructions, assumptions, methodologies and exceptions stated in the notes to Exhibit 2 to Attachment A and the next paragraph in this Item 3.

 

 
 

 

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Attachment A

Page 2 of 10

 

 

3. (continued)

 

The Source Document(s) that we were instructed by the Mortgage Loan Originators, 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 Originators, 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.

 

4.As instructed by the Mortgage Loan Originators, 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 Originators, on behalf of the Depositor. The Combined Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.”

 

5.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 Originator 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:

a.Final Data File and
b.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.

 

6.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.

 

7.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.

 

8.Using the:
a.First Payment Date and
b.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.

 
 

 

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Attachment A

Page 3 of 10

 

 

9.Using the:
a.First Payment Date, as shown on the Final Data File, and
b.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 16 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.

 

For the Interest Only Loans, the Mortgage Loan Originators, 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:
a.Original Balance ($),
b.Interest Rate and
c.Monthly Debt Service ($)

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 Originators, on behalf of the Depositor, instructed us to use “0” for the “Original Amortization Term” characteristic.

 

11.Using the:
a.Seasoning as of the Cut-off Date (Months),
b.Original Term to Maturity or ARD,
c.Original Interest Only Period (Months) and
d.Original Amortization Term

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

i.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 Originators, on behalf of the Depositor, instructed us to use “0” for the “Remaining Amortization Term” characteristic.

 
 

 

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Attachment A

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12.Using the:
a.Original Balance ($),
b.Interest Accrual Basis,
c.Seasoning as of the Cut-off Date (Months),
d.Original Interest Only Period (Months),
e.First Payment Date,
f.Maturity or ARD Date,
g.Interest Rate and
h.Monthly Debt Service ($)

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 the 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 each Mortgage Loan 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 Originators, 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 15 of Exhibit 2 to Attachment A) (except for the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals Mortgage Loan (as defined in Note 15 of Exhibit 2 to Attachment A), which are described in the succeeding paragraphs of this Item 13.), GACC and JP Morgan, 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 15 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 Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals 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.
 
 

 

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Attachment A

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13. (continued)

 

For the Westfield San Francisco Centre 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 “$349,077,000 Pari Passu Debt; $124,923,000 Subordinate Secured Debt” on the Final Data File, GACC, on behalf of the Depositor, instructed us to use:

a.Information on the applicable Source Documents to recalculate the aggregate principal balance as of the Cut-off Date of the Companion Loans related to the Westfield San Francisco Centre Mortgage Loan (the “Westfield San Francisco Centre Companion Loan Cut-off Date Balance”) and
b.Information on the applicable Source Documents to recalculate the aggregate principal balance as of the Cut-off Date of the Westfield San Francisco Centre Subordinate Secured Companion Loan (as defined in Note 15 of Exhibit 2 to Attachment A) (the “Westfield San Francisco Centre Subordinate Secured Cut-off Date Balance”).

 

For the Westfield San Francisco Centre Mortgage Loan, we compared the sum of the Westfield San Francisco Centre Companion Loan Cut-off Date Balance and Westfield San Francisco Centre 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.

 

For The Shops at Crystals 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 “$332.7 Million Pari Passu Debt; $167.3 Million Subordinate Secured Debt” on the Final Data File, JP Morgan, on behalf of the Depositor, instructed us to use:

a.Information on the applicable Source Documents to recalculate the aggregate principal balance as of the Cut-off Date of the Companion Loans related to The Shops at Crystals Mortgage Loan (“The Shops at Crystals Companion Loan Cut-off Date Balance”) and
b.Information on the applicable Source Documents to recalculate the aggregate principal balance as of the Cut-off Date of The Shops at Crystals Subordinate Secured Companion Loan (as defined in Note 15 of Exhibit 2 to Attachment A) (“The Shops at Crystals Subordinate Secured Cut-off Date Balance”).

 

For The Shops at Crystals Mortgage Loan, we compared the sum of The Shops at Crystals Companion Loan Cut-off Date Balance and The Shops at Crystals 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.

 

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

 
 

 

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Attachment A

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14.Using:
a.Information on the Final Data File,
b.The applicable calculation methodologies and assumptions described in the Draft Preliminary Prospectus and
c.The applicable calculation methodologies provided by the Mortgage Loan Originators, on behalf of the Depositor, which are described in the succeeding paragraphs of this Item 14.,

we recalculated the:

i.Underwritten NOI DSCR,
ii.Underwritten NCF DSCR,
iii.Cut-off Date LTV Ratio,
iv."As is" Cut-off Date LTV,
v.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,
x.% 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 Originators, 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 1/10th of one percent.

 

For the purpose of recalculating the “Cut-off Date LTV Ratio,” “"As is" Cut-off Date LTV,” “Underwritten NOI Debt Yield” and “Underwritten NCF Debt Yield” characteristics for the Mortgage Loan identified on the Final Data File as “260 Townsend Street,” JP Morgan, on behalf of the Depositor, instructed us to deduct $6,000,000 from the “Cut-off Date Balance ($)” that is shown on the Final Data File, which is the “Earnout/Holdback” amount for this Mortgage Loan that is shown on the Final Data File.

 

 
 

 

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Attachment A

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14. (continued)

 

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

a.Underwritten NOI DSCR,
b.Underwritten NCF DSCR,
c.Cut-off Date LTV Ratio,
d."As is" Cut-off Date LTV,
e.LTV Ratio at Maturity or ARD,
f.Underwritten NOI Debt Yield,
g.Underwritten NCF Debt Yield,
h.NOI Debt Yield at Maturity and
i.NCF Debt Yield at Maturity

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

 

For the Pari Passu Mortgage Loans, GACC and JP Morgan, 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:

a.Monthly Debt Service ($) and
b.Pari Passu Companion Loan Monthly Debt Service ($),

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

 

Additionally, for the Mortgage Loan identified on the Final Data File as “Staybridge Suites Times Square” (the “Staybridge Suites Times Square Mortgage Loan”), which is a Pari Passu Mortgage Loan, GACC, on behalf of the Depositor, instructed us to use 2.34x for the “Underwritten NOI DSCR” characteristic.

 

For the Pari Passu Mortgage Loans, GACC and JP Morgan, 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:

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

i. Cut-off Date LTV Ratio,

ii. "As Is" Cut-off Date LTV,

iii. Underwritten NOI Debt Yield,

iv. Underwritten NCF Debt Yield and

v. Cut-off Balance per Unit

characteristics.

 
 

 

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Attachment A

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14. (continued)

 

Additionally, for the purpose of recalculating the “Cut-off Date LTV Ratio” and “"As is" Cut-off Date LTV” characteristics for the Mortgage Loan identified on the Final Data File as “Intercontinental Kansas City Hotel” (the “Intercontinental Kansas City Hotel Mortgage Loan”), which is a Pari Passu Mortgage Loan, GACC, on behalf of the Depositor, instructed us to deduct the “Other Reserves ($)” amount, as shown on the Final Data File, from the combined principal balance as of the Cut-off Date for this Mortgage Loan and the related Companion Loan.

 

For the Pari Passu Mortgage Loans, GACC and JP Morgan, 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:

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

i. LTV Ratio at Maturity or ARD,

ii. NOI Debt Yield at Maturity and

iii. NCF Debt Yield at Maturity

characteristics.

 

Additionally, for the purpose of recalculating the “LTV Ratio at Maturity or ARD” characteristic for the Intercontinental Kansas City Hotel Mortgage Loan, which is a Pari Passu Mortgage Loan, GACC, on behalf of the Depositor, instructed us to use the “as stabilized” appraised value, as shown on the appraisal report Source Document.

 

15.For each Pari Passu Mortgage Loan, GACC and JP Morgan, 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 Originators, on behalf of the Depositor, instructed us to use “<Blank>” for the “Pari Passu Companion Loan Annual Debt Service ($)” characteristic.

 
 

 

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Attachment A

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16.Using:
a.Information on the Final Data File for the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals Mortgage Loan, as applicable,
b.Information on the applicable Source Documents and Secondary Financing Documents (as defined in Note 25 of Exhibit 2 to Attachment A) for the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals Mortgage Loan and
c.The applicable calculation methodologies and assumptions described in the Draft Preliminary Prospectus,

we recalculated the:

i. Total Debt UW NOI DSCR,

ii.Total Debt UW NCF DSCR,
iii.Total Debt LTV at Cut-off,
iv.Total Debt LTV at Maturity,
v.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
x.Total Debt Balance per Unit at Maturity

of the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals 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, GACC and JP Morgan, 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 1/10th of one percent.

 

For each Mortgage Loan (except for the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals Mortgage Loan, which are described in the preceding paragraph of this Item 16.), the Mortgage Loan Originators, on behalf of the Depositor, instructed us to use “<Blank>” for each of the characteristics listed in i. through x. above.

 

17.Using the:
a.Master Servicing Fee Rate,
b.Primary Servicer Fee Rate and
c.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.

 
 

 

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Attachment A

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18.Using the:
a.Servicing Fee,
b.Trustee/Administrator Fee Rate,
c.CREFC Fee and
d.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:
a.Administrative Fee Rate and
b.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 Originators
         

• U-Haul AREC Portfolio

 

  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 U-Haul AREC Portfolio Whole Loan (as defined in Table A2 that is contained in Note 15 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 Originators” 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 18

 

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 (see Note 3)   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report
Units/Rentable Square Ft. (see Note 3)   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 Notes 3 and 4)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Occupancy (see Notes 3 and 5)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Third Most Recent Occupancy Date (see Note 3)   Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
Third Most Recent Occupancy (see Note 3)   Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
Second Most Recent Occupancy (see Note 3)   Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
Second Most Recent Occupancy Date (see Note 3)   Underwriter’s Summary Report, Historical Occupancy Report or Appraisal Report
 
 

 

Exhibit 2 to Attachment A

Page 2 of 18

 

Third Party Information:

 

Characteristic   Source Document(s)
Appraised Value ($) (see Note 6)   Appraisal Report
Appraisal As-of Date (see Note 6)   Appraisal Report
"As is" Appraisal Value   Appraisal Report
"As is" Date of Valuation   Appraisal Report
FIRREA Compliant (Yes/No)   Appraisal Report
Engineering Report Date (see Note 7)   Engineering Report
Environmental Report Date   Phase I Environmental Report
Date of Seismic Report (see Note 8)   Seismic Report
PML/SEL (%) (see Note 8)   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 9)   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 Notes 10 and 11)

 

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 12)
  Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2nd Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2nd Largest Tenant SF   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2nd Largest Tenant Lease Expiration  
 (see Note 12)
  Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3rd Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3rd Largest Tenant SF   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3rd Largest Tenant Lease Expiration  
 (see Note 12)
  Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4th Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4th Largest Tenant SF   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
 
 

 

Exhibit 2 to Attachment A

Page 3 of 18

 

Major Tenant Information: (continued)

 

Characteristic   Source Document(s)
     
4th Largest Tenant Lease Expiration  
 (see Note 12)
  Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5th Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5th Largest Tenant SF   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5th Largest Tenant Lease Expiration  
 (see Note 12)
  Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel

 

Underwriting Information: (see Notes 3 and 13)

 

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 18

 

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 18

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 14)   Guaranty Agreement, Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Environmental Indemnity
Sponsor (see Note 14)   Guaranty Agreement, Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Environmental Indemnity
Original Balance ($) (see Note 15)  

For all Mortgage Loans:

· Promissory Note, Loan Agreement or Loan Modification Agreement

For Underlying Properties associated with the Multiple Property Loan:

· Multiple Property Loan calculation methodology described on Exhibit 1 to Attachment A

Interest Rate   Promissory Note, Loan Agreement or Loan Modification Agreement

Monthly Debt Service ($)

(see Notes 15, 16 and 17)

  Promissory Note, Loan Agreement or Loan Modification Agreement
Pari Passu Companion Loan Monthly Debt Service ($) (see Note 15)   Promissory Note, Loan Agreement or Loan Modification Agreement
 
 

 

Exhibit 2 to Attachment A

Page 6 of 18

 

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 18)   Promissory Note, Loan Agreement or Loan Modification Agreement
Lockbox (see Note 19)   Cash Management Agreement, Loan Agreement, Mortgage/Deed of Trust or Clearing Account Agreement
Cash Management (see Note 20)   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 Notes 21, 22 and 23)   Promissory Note, Loan Agreement or Loan Modification Agreement
Lockout Expiration Date (see Notes 23 and 24)   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 18

 

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   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 25)   Loan Agreement, Loan Modification Agreement, Mortgage/Deed of Trust or Secondary Financing Documents
Existing Additional Debt Description (see Note 25)   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 26)   Bloomberg Screenshot or Trepp Screenshot

 

 
 

 

Exhibit 2 to Attachment A

Page 8 of 18

 

Notes:

 

1.For the purpose of comparing the:
a.Address,
b.City and
c.State

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

 

2.For the purpose of comparing the “General Property Type” characteristic for each mortgaged property on the Combined Data File, the Mortgage Loan Originators, on behalf of the Depositor, instructed us to use the property type that accounts for the majority of the related mortgaged property’s base rent (except for the mortgaged properties that secure the Mortgage Loans 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 that secure the Mortgage Loans identified on the Combined Data File as:

a.Westfield San Francisco Centre and
b.693 Fifth Avenue,

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 and JP Morgan, respectively, on behalf of the Depositor, instructed us to use “Mixed Use” for the “General Property Type” characteristic.

 

3.For the purpose of comparing the:
a.Units of Measure,
b.Units/Rentable Square Ft.,
c.Occupancy As-of Date,
d.Occupancy,
e.Third Most Recent Occupancy Date,
f.Third Most Recent Occupancy,
g.Second Most Recent Occupancy,
h.Second Most Recent Occupancy Date and 
i.Underwriting Information

characteristics (except for the “UW Vacancy” characteristic) for the Underlying Properties that secure the Multiple Property Loan, GACC, on behalf of the Depositor, provided us with a Microsoft Excel file labeled “Tape Data.xlsx” and instructed us to use this file as the Source Document.

 

 
 

 

Exhibit 2 to Attachment A

Page 9 of 18

 

Notes: (continued)

 

4.For the purpose of comparing the “Occupancy As-of Date” characteristic for each mortgaged property on the Combined Data File, the Mortgage Loan Originators, 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 the mortgaged property identified on the Combined Data File with the “Single Tenant (Yes/No)” characteristic as “Yes,” GACC, 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.

 

5.For the purpose of comparing the “Occupancy” characteristic for the mortgaged property that secures the Mortgage Loan identified on the Combined Data File as “201 Mentor Drive,” GACC, on behalf of the Depositor, instructed us to consider the tenant identified on the borrower rent roll Source Document as “Mentor Corporation” as vacant.

 

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

 

7.For the Mortgage Loan identified on the Combined Data File as “Mission Bend Shopping Center,” the engineering report Source Document was unsigned. For this Mortgage Loan, JP Morgan, on behalf of the Depositor, instructed us to use the unsigned engineering report Source Document for the purpose of comparing the “Engineering Report Date” characteristic.

 

8.The Mortgage Loan Originators, 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.

 

9.The Mortgage Loan Originators, 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 Originator to obtain environmental insurance for the related mortgaged property.

 

10.For the purpose of comparing the “Major Tenant Information” characteristics for each mortgaged property on the Combined Data File, the Mortgage Loan Originators, 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.

 

 
 

 

Exhibit 2 to Attachment A

Page 10 of 18

 

Notes: (continued)

 

11.For the purpose of comparing the “Major Tenant Information” characteristics for each mortgaged property on the Combined Data File, the Mortgage Loan Originators, 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 mortgaged property that secures the Mortgage Loan described in the succeeding paragraph of this Note 11), 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 “1901 Harrison Street,” JP Morgan, 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.

 

12.For the purpose of comparing the:
a.Largest Tenant Lease Expiration,
b.2nd Largest Tenant Lease Expiration,
c.3rd Largest Tenant Lease Expiration,
d.4th Largest Tenant Lease Expiration and
e.5th Largest Tenant Lease Expiration

characteristics for each mortgaged property on the Combined Data File, the Mortgage Loan Originators, 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.

 

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

 

14.For the Mortgage Loan listed in Table A1, JP Morgan, on behalf of the Depositor, indicated that there is no guaranty agreement Source Document for this Mortgage Loan, and instructed us to use the information in the “Provided Value” column for the applicable characteristic listed in Table A1.

 

  Table A1:
  Mortgage Loan Originator Mortgage Loan Underlying Property Characteristic Source Document Value Provided Value
             
  JP Morgan 693 Fifth Avenue N/A Guarantor No Source Document NAP
        Sponsor No Source Document Marc de Lacharrière

 

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 JP Morgan, on behalf of the Depositor.

 
 

 

Exhibit 2 to Attachment A

Page 11 of 18

 

Notes: (continued)

 

15.GACC and JP Morgan, 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 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, GACC and JP Morgan, on behalf of the Depositor, indicated that:
a.With respect to the Westfield San Francisco Centre Mortgage Loan, the related Whole Loan (the “Westfield San Francisco Centre Whole Loan”) also has four subordinate secured notes that will not be assets of the Issuing Entity (collectively, the “Westfield San Francisco Centre Subordinate Secured Companion Loan”) and
b.With respect to the Mortgage Loan identified on the Combined Data File as “The Shops at Crystals” (“The Shops at Crystals Mortgage Loan”), the related Whole Loan (“The Shops at Crystals Whole Loan”) also has nine subordinate secured notes that will not be assets of the Issuing Entity (collectively, “The Shops at Crystals Subordinate Secured Companion Loan”).

 

For each Whole Loan listed in Table A2, the applicable Source Document listed in the “Source Document” column of Table A2 (or in certain cases, the applicable schedule (the “Mortgage Loan Originator Schedule”) provided by GACC or JP Morgan, as applicable, on behalf of the Depositor, that is 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 (except for The Shops at Crystals Mortgage Loan, which is described in the succeeding paragraph of this Note 15), and with respect to the Westfield San Francisco Centre Whole Loan and The Shops at Crystals Whole Loan, 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.

 

JP Morgan, on behalf of the Depositor, indicated that The Shops at Crystals Mortgage Loan is comprised of promissory note A-1-B-2 (“The Shops at Crystals Trust A Note”) and promissory note B-1-B-2 (“The Shops at Crystals Trust B Note”), and that The Shops at Crystals Trust B Note is subordinate in right of payment to The Shops at Crystals Trust A Note.

 

 
 

 

Exhibit 2 to Attachment A

Page 12 of 18

 

Notes: (continued)

 

15. (continued)

 

  Table A2:
  Whole Loan Mortgage Loan Originator Mortgage Loan and Companion Loan(s) Note Component(s)

Amortization

Type

Source Document
             
  Westfield San Francisco Centre GACC/ JP Morgan

Mortgage Loan

 

 

 

Companion Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinate Secured Companion Loans

A-1-EMP-C1

A-1-SFC-C1

A-2-EMP-C1

A-2-SFC-C1

A-1-EMP-C2

A-1-EMP-C3

A-1-EMP-C4

A-2-EMP-C2

A-2-EMP-C3

A-2-EMP-C4

A-1-EMP-S1

A-1-EMP-S2

A-2-EMP-S1

A-2-EMP-S2

A-1-SFC-C2

A-1-SFC-C3

A-1-SFC-C4

A-2-SFC-C2

A-2-SFC-C3

A-2-SFC-C4

A-1-SFC-S1

A-1-SFC-S2

A-2-SFC-S1

A-2-SFC-S2

B-1-EMP

B-1-SFC

B-2-EMP

B-2-SFC

Interest Only Promissory Notes
             
  Center 21 JP Morgan

Mortgage Loan

Companion Loan

A-2

A-1

Interest Only Loan Agreement
             
  693 Fifth Avenue JP Morgan

Mortgage Loan

Companion Loans

A-2

A-1

A-3

A-4

Interest Only, then Amortizing Schedule provided by JP Morgan
             
  Opry Mills JP Morgan

Mortgage Loan

Companion Loans

A-2

A-1

A-3

A-4

A-5

Interest Only Loan Modification Agreement

 

 
 

 

Exhibit 2 to Attachment A

Page 13 of 18

 

Notes: (continued)

 

15. (continued)

 

  Table A2: (continued)
  Whole Loan Mortgage Loan Originator Mortgage Loan and Companion Loan(s) Note Component(s)

Amortization

Type

Source Document
             
  The Shops at Crystals JP Morgan

Mortgage Loan

 

Companion Loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinate Secured Companion Loans

A-1-B-2

B-1-B-2

A-1-A

A-2-A

A-3-A

A-1-B-1

A-2-B-1

A-2-B-2

A-2-B-3

A-3-B-1

A-3-B-2

A-3-B-3

B-1-A

B-2-A

B-3-A

B-1-B-1

B-2-B-1

B-2-B-2

B-2-B-3

B-3-B-1

B-3-B-2

B-3-B-3

C-1

C-2

C-3

D-1

D-2

D-3

E-1

E-2

E-3

Interest Only Loan Modification Agreement
             
  U-Haul AREC Portfolio GACC

Mortgage Loan

Companion Loan

A-1

A-2

Amortizing Balloon, ARD Schedule provided by GACC
             
  Staybridge Suites Times Square GACC

Mortgage Loan

Companion Loan

A-1

A-2

Interest Only, then Amortizing Loan Agreement
             
  Intercontinental Kansas City Hotel GACC

Mortgage Loan

Companion Loan

A-2

A-1

Interest Only, then Amortizing Loan Modification Agreement
             
  Williamsburg Premium Outlets GACC

Mortgage Loan

Companion Loans

A-5-B

A-1

A-2

A-3

A-4

A-5-A

A-6

Interest Only Loan Agreement

 

 
 

 

Exhibit 2 to Attachment A

Page 14 of 18

 

Notes: (continued)

 

15. (continued)

 

For the avoidance of doubt, with respect to the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals Mortgage Loan, all references herein to the related “Companion Loans” exclude the Westfield San Francisco Centre Subordinate Secured Companion Loan and The Shops at Crystals Subordinate Secured Companion Loan, respectively.

 

For the purpose of comparing the “Original Balance ($)” characteristic for each Pari Passu Mortgage Loan, GACC and JP Morgan, on behalf of the Depositor, instructed us to use information on the Source Document or applicable Mortgage Loan Originator Schedule listed in the “Source Document” column of Table A2 for the “Note Component(s)” listed in the “Note Component(s)” column of Table A2 that are associated with the “Mortgage Loan” component(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 ($)” characteristic for each Pari Passu Mortgage Loan with “Interest Only” listed in the “Amortization Type” column of Table A2 (the “Interest Only Pari Passu Mortgage Loans”), all of which have an “Interest Accrual Basis” of “Actual/360” on the Combined Data File, GACC and JP Morgan, on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Monthly Debt Service ($)” as 1/12th of the product of:

a.The aggregate original balance of the related Companion Loan(s), as shown on the applicable Source Document,
b.The interest rate for the related Companion Loan(s), as shown on the applicable Source Document, and
c.365/360.

 

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

 

For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” characteristic for each Partial I/O Pari Passu Mortgage Loan, GACC and JP Morgan, 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.

 
 

 

Exhibit 2 to Attachment A

Page 15 of 18

 

Notes: (continued)

 

15. (continued)

 

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

 

16.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 Originators, on behalf of the Depositor, instructed us to recalculate the “Monthly Debt Service ($)” characteristic as 1/12th of the product of:
a.The “Original Balance ($),” as shown on the Combined Data File,
b.The “Interest Rate,” as shown on the Combined Data File, and

c. 365/360.

 

17.For the purpose of comparing the “Monthly Debt Service ($)” characteristic for the Mortgage Loans identified on the Combined Data File with the “Amortization Type” characteristic as “Interest Only, then Amortizing” (the “Partial I/O Loans”) (except for the Partial I/O Pari Passu Mortgage Loans, which are described in Note 15 above), the Mortgage Loan Originators, on behalf of the Depositor, instructed us to use the “Monthly Debt Service ($)” after the expiration of the “Original Interest Only Period (Months),” as shown on the applicable Source Document.

 

18.For the purpose of comparing the “First Payment Date” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Originators, 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 16 of 18

 

Notes: (continued)

 

19.For the purpose of comparing the “Lockbox” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Originators, on behalf of the Depositor, instructed us to use the following definitions:
a.Hard – the related borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender,
b.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,
c.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 and
d.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.

 

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

 

21.For the purpose of comparing the “Prepayment Provisions (# of payments)” characteristic for each Pari Passu Mortgage Loan, GACC and JP Morgan, 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.

 

22.For the Westfield San Francisco Centre Mortgage Loan, the “Loan Terms Table” in the promissory note Source Documents indicate that the “Lockout Period” begins on 11 July 2016 and ends on 1 May 2026. The promissory note Source Documents for the Westfield San Francisco Centre Mortgage Loan further indicate that commencing on the day the “Lockout Period” ends, the related borrower may voluntarily prepay the Whole Loan without any prepayment premium or penalty. For the purpose of comparing the “Prepayment Provision (# of payments)” characteristic for the Westfield San Francisco Centre Mortgage Loan, the Depositor instructed us to consider 1 May 2026 as the first day of the open prepayment period and indicated that the Whole Loan can be prepaid commencing on this date with no prepayment premium or yield maintenance premium.
 
 

 

Exhibit 2 to Attachment A

Page 17 of 18

 

Notes: (continued)

 

23.For certain Mortgage Loans contributed by JP Morgan, the applicable Source Document contains one of the following defined terms:

 

“Permitted Prepayment Date” shall mean the second (2nd) anniversary of the first Payment Date

 

“Permitted Prepayment Date” shall mean the second (2nd) anniversary of the first (1st) Payment Date (or if such day is not a Business Day, the immediately succeeding Business Day)

 

For the purpose of comparing the:

a.Lockout Expiration Date and
b.Prepayment Provision (# of payments)

characteristics for the Mortgage Loans which contain either of the defined terms described above on the applicable Source Document, JP Morgan, 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 applicable Source Document.

 

24.For the purpose of comparing the “Lockout Expiration Date” characteristic for each Mortgage Loan on the Combined Data File, the Mortgage Loan Originators, on behalf of the Depositor, instructed us to:
a.Use the day prior to the first “Payment Date” which occurs during the open period for Mortgage Loans that allow only for defeasance,
b.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
c.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.”

 
 

 

Exhibit 2 to Attachment A

Page 18 of 18

 

Notes: (continued)

 

25.For the purpose of comparing the:
a.Existing Additional Debt (Yes/No) and
b.Existing Additional Debt Description

characteristics, either:

i.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 Originators, 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 Originators, on behalf of the Depositor, we could not determine whether there is other existing secondary financing.

 

For the purpose of comparing the:

a. Existing Additional Debt (Yes/No) and

b. Existing Additional Debt Description

characteristics for each Pari Passu Mortgage Loan, GACC and JP Morgan, on behalf of the Depositor, instructed us to include the related Companion Loan(s) (and in the case of the Westfield San Francisco Centre Mortgage Loan and The Shops at Crystals Mortgage Loan, the Westfield San Francisco Centre Subordinate Secured Companion Loan and The Shops at Crystals Subordinate Secured Companion Loan, respectively), as “additional debt.”

 

26.For each Mortgage Loan that the Mortgage Loan Originators, on behalf of the Depositor, indicated was included in a previous securitization (the “Previously Securitized Loans”), the Mortgage Loan Originators, 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 Originators, 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

Date of Phase II Report (if applicable)

Reserve Adjusted Loan Amount

Unadjusted LTV at Cut-off

Unadjusted U/W NOI Debt Yield

Unadjusted U/W NCF Debt Yield

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

 

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