UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ABS-15G
ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of
the Securities Exchange Act of 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________________ to _________________
Date of Report (Date of earliest event reported)______________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ___________________
Name and telephone number, including area code, of the person to
contact in connection with this filing
Indicate by check mark whether the securitizer has no
activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i)
[_]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii)
[_]
[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0001013454
COMM 2018-COR3 Mortgage Trust
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): 0001735733
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 April 26, 2018, of Deloitte & Touche LLP, obtained by the issuer, which report sets forth the findings and conclusions, as applicable, of Deloitte & Touche LLP with respect to certain agreed-upon procedures performed by Deloitte & Touche 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: April 26, 2018 | ||||||
By: | /s/ Helaine Kaplan | |||||
Name: Helaine Kaplan | ||||||
Title: President |
||||||
(senior officer in charge of securitization of the depositor) | ||||||
By: | /s/ Natalie Grainger | |||||
Name: Natalie Grainger | ||||||
Title: Director | ||||||
Exhibit 1 Agreed-upon procedures report, dated April 26, 2018, of Deloitte & Touche LLP.
Exhibit 1
Deloitte & Touche LLP Suite
400 Jersey
City, NJ 07311
Tel: +1 212 937 8200 Fax: +1 212 937 8298 www.deloitte.com
|
Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005
|
|
Independent Accountants’ Report
on Applying Agreed-Upon Procedures
We have performed the procedures described below, which were agreed to by Deutsche Bank Securities Inc. (the “Company”) and Deutsche Mortgage & Asset Receiving Corporation, German American Capital Corporation, LoanCore Capital Markets LLC, Jefferies LLC, Citi Real Estate Funding Inc., Citigroup Global Markets Inc., JPMorgan Chase Bank, National Association, J.P. Morgan Securities LLC and Academy Securities, Inc. (together with the Company, the “Specified Parties”), relating to the proposed offering of certain classes of COMM 2018-COR3 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2018-COR3.
The Company is responsible for the information provided to us, including the information set forth in the Data File. The sufficiency of these procedures is solely the responsibility of the Specified Parties of this report. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Capitalized terms used but not defined herein are used with the meanings as described in “The Bond Market Association’s Standard Formulas for the Analysis of Mortgage-Backed Securities and Other Related Securities.”
Procedures and Findings
On April 26, 2018, representatives of the Company provided us with a computer-generated mortgage loan data file and related record layout (the “Data File”) containing (i) 24 mortgage loans contributed by LoanCore Capital Markets LLC (“LCM”) that are secured by 27 mortgaged properties (the “LCM Loans”), (ii) 4 mortgage loans contributed by German American Capital Corporation (“GACC”) that are secured by 4 mortgaged properties (the “GACC Loans”), (iii) 2 mortgage loans co-contributed by LCM and GACC that are secured by 2 mortgaged properties (the “LCM/GACC Loans”), (iv) 8 mortgage loans contributed by Citi Real Estate Funding Inc. (“CREFI”) that are secured by 8 mortgaged properties (the “CREFI Loans”) and (v) 3 mortgage loans contributed by JPMorgan Chase Bank, National Association (“JPMCB”) that are secured by 3 mortgaged properties (the “JPMCB Loans”).
Together, LCM, GACC, CREFI and JPMCB are referred to herein as the “Mortgage Loan Sellers” and the LCM Loans, GACC Loans, LCM/GACC Loans, CREFI Loans and JPMCB Loans are collectively referred to herein as the “Mortgage Loans.”
From March 23, 2018 through April 26, 2018, representatives of each of the Mortgage Loan Sellers provided us with certain loan and property documentation (the “Source Documents” as listed in the attached Appendix A) related to their respective Mortgage Loans.
At your request, for each of the Mortgage Loans set forth on the Data File, we compared certain characteristics (except for the characteristics of the specified Mortgage Loans indicated in the calculations on Appendix A or those identified as “None”) set forth on the Data File (the “Characteristics” as listed in Appendix A) to the corresponding information set forth on or derived from the corresponding Source Documents and found them to be in agreement. We did not perform any procedures with respect to the Characteristics relating to the Mortgage Loans with related Source Documents that were not provided to us by representatives of the respective Mortgage Loan Seller (the “Missing Source Documents”), as set forth on the attached Appendix B.
******
We make no representations as to the (i) actual characteristics or existence of the underlying documents or data comprising the Mortgage Loans underlying the Data File or the conformity of their characteristics with those assumed for purposes of the procedures described herein, (ii) existence or ownership of the Mortgage Loans or (iii) reasonableness of any of the aforementioned assumptions, information or methodologies.
It should be understood that we make no representations as to questions of legal interpretation or as to the sufficiency for your purposes of the procedures enumerated in the preceding paragraphs. Also, such procedures would not necessarily reveal any material misstatement of the information referred to above. We have no responsibility to update this report for events and circumstances that occur subsequent to the date of this report.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to conduct, and did not conduct, an (i) audit conducted in accordance with generally accepted auditing standards or (ii) examination or a review conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, the objective of which would be the expression of an opinion or conclusion, respectively, on the accompanying information. Accordingly, we do not express such an opinion or conclusion, or any other form of assurance, including reasonable assurance. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
None of the engagement, procedures or report was intended to address, nor did they address, the (i) conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements, (ii) value of collateral securing such assets or (iii) compliance of the originators of the assets with federal, state, and local laws and regulations.
None of the engagement, procedures or report were intended to satisfy, nor did they satisfy, any criteria for due diligence published by a nationally recognized statistical rating organization.
This report is intended solely for the information and use of the Specified Parties identified above and is not intended to be and should not be used by anyone other than these Specified Parties.
Yours truly,
/s/ Deloitte & Touche LLP
April 26, 2018
Appendix A
Source Documents
For purposes of performing the agreed-upon procedures described herein and at your request, we relied upon the following source documents as provided to us by each of the respective Mortgage Loan Sellers, with respect to each of the Mortgage Loans (the “Source Documents”):
Loan agreements, promissory notes, consolidated, amended and restated promissory notes, indentures, note purchase agreements, pari passu loan agreements, pari passu promissory notes, mortgage, deed of trusts or reserve agreements (collectively, the “Loan Agreement”);
Promissory note splitters or amended senior promissory notes (the “Note Splitter”);
Draft promissory note splitter (the “Draft Note Splitter”);
Subordinate loan agreements, subordinate promissory notes or b-notes (collectively, the “Subordinate Loan Document”);
Amended subordinate promissory notes or amended subordinate loan agreements (collectively, the “Amended B-Note”);
Mezzanine loan agreements or mezzanine promissory notes (collectively, the “Mezzanine Loan Agreement”);
Guaranty agreements or environmental indemnity agreements (the “Guaranty”);
Cash management agreements, lockbox agreements, deposit account control agreements and/or the restricted account agreements (collectively, the “Cash Management Agreement”);
Management agreements or assignment of management agreements (collectively, the “Management Agreement”);
Tenants in common agreements (the “TIC Agreement”)’;
Closing statements or servicing system screen prints (collectively, the “Closing Statement”);
Non-consolidation opinion letters (the “Non-Consolidation Opinion”);
Real estate property appraisal reports (the “Appraisal Report”);
United States Postal Service website – www.usps.com (“USPS”);
Property condition reports (the “Engineering Report”);
Underwritten rent rolls, borrower rent rolls, tenant leases lease abstracts, lease summaries or lease estoppels (collectively, the “Rent Roll”);
Hotel franchise agreements (the “Franchise Agreement”);
The title policies or pro-forma title policies (collectively, the “Title Policy”);
Ground leases and ground lease estoppels (collectively, the “Ground Lease”);
Appendix A
Phase I environmental reports (the “Phase I Report”);
Phase II environmental reports (the “Phase II Report”);
Seismic reports (the “Seismic Report”);
The underwritten financial summaries (the “Underwritten Financial Summary Report”);
Asset summary reports (“ASR”);
Property hazard and liability insurance certificates or environmental insurance policies (collectively, the “Insurance Certificate”);
Letter of credits (the “Letter of Credit”);
Trepp® website – www.trepp.com (the “Trepp Screenshot”);
Bloomberg Financial Markets on-line data retrieval service (the “Bloomberg Screenshot”); and
EDGAR ABS XML technical specification (Version 1.5) document dated December 2016 (the “Edgar ABS XML Technical Specification”).
*****
Appendix A
Number | Characteristic on Data File | Source Document |
1 | Loan Number | None - Mortgage Loan Seller Provided |
2 | Property Flag | Appraisal Report/Loan Agreement |
3 | Mortgage Loan Originator | Loan Agreement |
4 | Mortgage Loan Seller | None - Mortgage Loan Seller Provided |
5 | Properties per Loan | Appraisal Report/Loan Agreement |
6 | Property Name | None - Mortgage Loan Seller Provided |
7 | Address | Appraisal Report/Engineering Report |
8 | City | Appraisal Report/Engineering Report |
9 | County | Appraisal Report/Engineering Report/USPS |
10 | State | Appraisal Report/Engineering Report |
11 | Zip Code | Appraisal Report/Engineering Report/USPS |
12 | Property Type | Appraisal Report |
13 | Property Sub-Type | Appraisal Report |
14 | Year Built | Appraisal Report/Engineering Report |
15 | Year Renovated | Appraisal Report/Engineering Report |
16 | Units/Rentable Square Ft. | Rent Roll |
17 | Primary Unit of Measure | Rent Roll |
18 | Cut-off Balance per Unit | Calculation –see procedure below |
19 | Original Balance | Loan Agreement/Note Splitter/Draft Note Splitter 1 |
20 | Cut-off Date | None - Mortgage Loan Seller Provided |
21 | Cut-off Balance | Calculation –see procedure below |
22 | % of Total Cut-off Date Pool Balance | Calculation –see procedure below |
23 | Loan Level Roll Cut-off Balance | Calculation –see procedure below |
24 | LTV at Cut-off | Calculation –see procedure below |
25 | Maturity Balance | Calculation –see procedure below |
26 | LTV at Maturity | Calculation –see procedure below |
27 | U/W NOI Debt Yield | Calculation –see procedure below |
28 | U/W NCF Debt Yield | Calculation –see procedure below |
29 | NOI Debt Yield at Maturity | Calculation –see procedure below |
30 | NCF Debt Yield at Maturity | Calculation –see procedure below |
31 | Appraisal Value | Appraisal Report |
32 | Date of Valuation | Appraisal Report |
33 | Appraiser Designation | Appraisal Report |
34 | Appraisal Value As Is / Stabilized | Appraisal Report |
35 | “As is” Appraisal Value | Appraisal Report |
36 | “As is” Date of Valuation | Appraisal Report |
37 | “As is” Cut-off Date LTV | Calculation –see procedure below |
1 With respect to the Mortgage Loan identified on the Data File as “Lehigh Valley Mall” we were instructed by representatives of the related Mortgage Loan Seller to compare the Original Balance to the Draft Note Splitter.
Appendix A
Number | Characteristic on Data File | Source Document |
38 | Reserve Adjusted Loan Amount | Loan Agreement |
39 | Unadjusted LTV at Cut-off | None – we did not observe any Reserve Adjusted Loan Amount |
40 | Unadjusted Maturity Date LTV Ratio | None – we did not observe any Reserve Adjusted Loan Amount |
41 | Unadjusted U/W NOI Debt Yield | None – we did not observe any Reserve Adjusted Loan Amount |
42 | Unadjusted U/W NCF Debt Yield | None – we did not observe any Reserve Adjusted Loan Amount |
43 | FIRREA Eligible (Yes/No) | Appraisal Report |
44 | Note Date | Loan Agreement |
45 | First Payment Date | Loan Agreement |
46 | Interest Rate | Loan Agreement/Note Splitter |
47 | Interest Calculation (30/360 / Actual/360) | Loan Agreement |
48 | Monthly Debt Service Payment (Initial) | Calculation –see procedure below |
49 | Monthly Debt Service Payment (After IO) | Calculation –see procedure below |
50 | Grace Period (Default) | Loan Agreement |
51 | Grace Period (Late Fee) | Loan Agreement |
52 | Payment Day | Loan Agreement |
53 | Original Amort. Term (Months) | Calculation –see procedure below |
54 | Original Balloon Term (Months) | Calculation –see procedure below |
55 | Original Interest Only Period (Months) | Loan Agreement |
56 | Seasoning as of Cut-off Date (Months) | Calculation –see procedure below |
57 | Remaining Term to Amortization (Months) | Calculation –see procedure below |
58 | Remaining Term to Maturity (Months) | Calculation –see procedure below |
59 | Rem IO Period | Calculation –see procedure below |
60 | Maturity/ARD Date | Loan Agreement |
61 | ARD (Yes/No) | Loan Agreement |
62 | Final Maturity Date | Loan Agreement |
63 | LockBox Type | Loan Agreement/Cash Management Agreement |
64 | Cash Management | Loan Agreement/Cash Management Agreement |
65 | Excess Cash Trap Trigger | Loan Agreement/Cash Management Agreement |
66 | Prepayment Provision | Loan Agreement |
67 | Lockout Expiration Date | Loan Agreement |
68 | Prepayment / Defeasance Begin Date | Loan Agreement |
69 | Prepayment / Defeasance End Date | Loan Agreement |
70 | Prepayment Type | Loan Agreement |
71 | Amortization Type | Loan Agreement |
72 | Lien Position | Title Policy |
73 | Ownership Interest | Title Policy |
74 | Ground Lease Expiration Date | Ground Lease/Appraisal Report |
Appendix A
Number | Characteristic on Data File | Source Document |
75 | Ground Lease Extension Options | Ground Lease/Appraisal Report |
76 | Annual Ground Lease Payment ($) | Ground Lease/Appraisal Report |
77 | Cross-Collateralized (Yes/No) | Loan Agreement |
78 | Pari Passu Controlling Note (Yes/No/NAP) | None – Mortgage Loan Seller Provided |
79 | Non-Trust Pari Passu Original Balance | Loan Agreement/Note Splitter/Draft Note Splitter 2 |
80 | Non-Trust Pari Passu Cut-off Date Balance | Calculation –see procedure below |
81 | Non-Trust Pari Passu Balloon Balance | Calculation –see procedure below |
82 | Non-Trust Pari Passu Monthly Debt Service Payment (Initial) | Calculation –see procedure below |
83 | Non-Trust Pari Passu Monthly Debt Service Payment (After IO) | Calculation –see procedure below |
84 | Existing Additional Sub Debt (Yes/No) | Subordinate Loan Document/Mezzanine Loan Agreement/Loan Agreement |
85 | Existing Additional Sub Debt Amount | Subordinate Loan Document/Mezzanine Loan Agreement/Loan Agreement/Amended B-Note |
86 | Existing Additional Sub Debt Description | Subordinate Loan Document/Mezzanine Loan Agreement/Loan Agreement |
87 | Total Debt Cut-off Balance per Unit | Calculation –see procedure below |
88 | Total Debt Balance per Unit at Maturity | Calculation –see procedure below |
89 | Total Debt LTV at Cut-off | Calculation –see procedure below |
90 | Total Debt LTV at Maturity | Calculation –see procedure below |
91 | Total Debt U/W NOI Debt Yield | Calculation –see procedure below |
92 | Total Debt U/W NCF Debt Yield | Calculation –see procedure below |
93 | Total Debt NOI Debt Yield at Maturity | Calculation –see procedure below |
94 | Total Debt NCF Debt Yield at Maturity | Calculation –see procedure below |
95 | Total Debt UW NOI DSCR (After IO Period) | Calculation –see procedure below |
96 | Total Debt UW NCF DSCR (After IO Period) | Calculation –see procedure below |
97 | Future Debt Permitted (Yes/No) | Loan Agreement |
98 | Future Debt Permitted Type | Loan Agreement |
99 | Future Debt Description | Loan Agreement |
100 | Partial Prepay or Release Allowed (Yes/No) | Loan Agreement |
101 | Partial Prepayment or Release Description | Loan Agreement |
102 | Substitution Allowed (Yes/No) | Loan Agreement |
103 | Substitution Description | Loan Agreement |
104 | Third Most Recent Occupancy | Rent Roll |
105 | Third Most Recent Occupancy Date | Rent Roll |
106 | Second Most Recent Occupancy | Rent Roll |
107 | Second Most Recent Occupancy Date | Rent Roll |
108 | Most Recent Physical Occupancy | Rent Roll |
2 With respect to the Mortgage Loan identified on the Data File as “Lehigh Valley Mall” we were instructed by representatives of the related Mortgage Loan Seller to compare the Non-Trust Pari Passu Original Balance to the Draft Note Splitter.
Appendix A
Number | Characteristic on Data File | Source Document |
109 | Most Recent Rent Roll/Census Date | Rent Roll |
110 | Major Tenant Name # 1 | Rent Roll |
111 | Major Tenant Sq. Ft. # 1 | Rent Roll |
112 | Major Tenant Lease Expiration Date # 1 | Rent Roll |
113 | Major % of Sq. Ft. # 1 | Calculation –see procedure below |
114 | Major Tenant Name # 2 | Rent Roll |
115 | Major Tenant Sq. Ft. # 2 | Rent Roll |
116 | Major Tenant Lease Expiration Date # 2 | Rent Roll |
117 | Major % of Sq. Ft. # 2 | Calculation –see procedure below |
118 | Major Tenant Name # 3 | Rent Roll |
119 | Major Tenant Sq. Ft. # 3 | Rent Roll |
120 | Major Tenant Lease Expiration Date # 3 | Rent Roll |
121 | Major % of Sq. Ft. # 3 | Calculation –see procedure below |
122 | Major Tenant Name # 4 | Rent Roll |
123 | Major Tenant Sq. Ft. # 4 | Rent Roll |
124 | Major Tenant Lease Expiration Date # 4 | Rent Roll |
125 | Major % of Sq. Ft. # 4 | Calculation –see procedure below |
126 | Major Tenant Name # 5 | Rent Roll |
127 | Major Tenant Sq. Ft. # 5 | Rent Roll |
128 | Major Tenant Lease Expiration Date # 5 | Rent Roll |
129 | Major % of Sq. Ft. # 5 | Calculation –see procedure below |
130 | Most Recent # of Months | Underwritten Financial Summary Report |
131 | Most Recent Operating Statement Date | Underwritten Financial Summary Report |
132 | Most Recent EGI | Underwritten Financial Summary Report |
133 | Most Recent Expenses | Underwritten Financial Summary Report |
134 | Most Recent NOI | Underwritten Financial Summary Report |
135 | Most Recent Capital Items | Underwritten Financial Summary Report |
136 | Most Recent NCF | Underwritten Financial Summary Report |
137 | Second Most Recent Operating Statement Date | Underwritten Financial Summary Report |
138 | Second Most Recent EGI | Underwritten Financial Summary Report |
139 | Second Most Recent Expenses | Underwritten Financial Summary Report |
140 | Second Most Recent NOI | Underwritten Financial Summary Report |
141 | Second Most Recent Capital Items | Underwritten Financial Summary Report |
142 | Second Most Recent NCF | Underwritten Financial Summary Report |
143 | Third Most Recent Operating Statement Date | Underwritten Financial Summary Report |
144 | Third Most Recent EGI | Underwritten Financial Summary Report |
145 | Third Most Recent Expenses | Underwritten Financial Summary Report |
146 | Third Most Recent NOI | Underwritten Financial Summary Report |
147 | Third Most Recent Capital Items | Underwritten Financial Summary Report |
Appendix A
Number | Characteristic on Data File | Source Document |
148 | Third Most Recent NCF | Underwritten Financial Summary Report |
149 | UW NCF DSCR (Current) | Calculation –see procedure below |
150 | UW NCF DSCR (After IO Period) | Calculation –see procedure below |
151 | UW NOI DSCR (Current) | Calculation –see procedure below |
152 | UW NOI DSCR (After IO Period) | Calculation –see procedure below |
153 | UW Revenues | Underwritten Financial Summary Report |
154 | UW EGI | Underwritten Financial Summary Report |
155 | UW Expenses | Underwritten Financial Summary Report |
156 | UW NOI | Underwritten Financial Summary Report |
157 | UW Replacement Reserves | Underwritten Financial Summary Report |
158 | UW TI/LC | Underwritten Financial Summary Report |
159 | UW NCF | Underwritten Financial Summary Report |
160 | UW Vacancy | Underwritten Financial Summary Report |
161 | ADR ($) | Underwritten Financial Summary Report |
162 | RevPAR ($) | Underwritten Financial Summary Report |
163 | Replacement Reserve taken at Closing | Closing Statement/Loan Agreement |
164 | Monthly Replacement Reserve | Closing Statement/Loan Agreement |
165 | Replacement Reserve Cap | Loan Agreement |
166 | Replacement Reserve Springing Condition | Loan Agreement |
167 | Replacement Reserve Interest To Borrower | Loan Agreement |
168 | TI/LC taken at Closing | Closing Statement/Loan Agreement |
169 | Monthly TI/LC | Closing Statement/Loan Agreement |
170 | TI/LC Reserve Cap | Loan Agreement |
171 | TI/LC Reserve Springing Condition | Loan Agreement |
172 | TI/LC Reserve Interest To Borrower | Loan Agreement |
173 | Tax at Closing | Closing Statement/Loan Agreement |
174 | Monthly Tax Constant / Escrow | Closing Statement/Loan Agreement |
175 | Tax Reserve Springing Condition | Loan Agreement |
176 | Tax Reserve Interest To Borrower | Loan Agreement |
177 | Insurance at Closing | Closing Statement/Loan Agreement |
178 | Monthly Insurance Constant / Escrow | Closing Statement/Loan Agreement |
179 | Insurance Reserve Springing Condition | Loan Agreement |
180 | Insurance Reserve Interest To Borrower | Loan Agreement |
181 | Engineering Reserve taken at Closing | Closing Statement/Loan Agreement |
182 | Engineering Reserve Interest to Borrower | Loan Agreement |
183 | Confirm Required Repairs are escrowed at 125% (Yes/No/NAP) | Loan Agreement/Engineering Report |
184 | Other Reserve at Closing | Closing Statement/Loan Agreement |
185 | Monthly Other Reserve | Closing Statement/Loan Agreement |
Appendix A
Number | Characteristic on Data File | Source Document |
186 | Description Other Reserve | Closing Statement/Loan Agreement |
187 | Other Reserve Cap | Loan Agreement |
188 | Other Reserve Springing Condition | Loan Agreement |
189 | Other Reserve Interest to Borrower | Loan Agreement |
190 | Borrower | Loan Agreement |
191 | Related Principal (Yes/No) | Guaranty/ASR |
192 | Owner Occupancy > 5% (Yes/No) | None - Mortgage Loan Seller Provided |
193 | Sponsor | Loan Agreement/Guaranty/ASR |
194 | Earthquake Insurance (Y/N) | Insurance Certificate |
195 | Terrorism Insurance (Y/N) | Insurance Certificate |
196 | Windstorm Insurance (Y/N) | Insurance Certificate |
197 | Environmental Insurance (Y/N) | Insurance Certificate |
198 | Date of Engineering Report | Engineering Report |
199 | Date of Phase I Report | Phase I Report |
200 | Date of Phase II Report (if applicable) | Phase II Report |
201 | Date of Seismic Report | Seismic Report/Engineering Report |
202 | PML/SEL (%) | Seismic Report/Engineering Report |
203 | Franchise Flag | Franchise Agreement |
204 | Franchise Agreement Expiration Date | Franchise Agreement |
205 | SPE | Loan Agreement |
206 | Independent Director (Yes/No) | Loan Agreement |
207 | Non-Consolidation Opinion (Yes/No) | Non-Consolidation Opinion |
208 | Single Tenant (Yes/No) | Rent Roll |
209 | Guarantor | Guaranty |
210 | Property Manager | Management Agreement/Loan Agreement |
211 | TIC | TIC Agreement/Loan Agreement |
212 | Is Borrower a DST (Delaware Statutory Trust)? | Loan Agreement |
213 | Loan Purpose | Closing Statement/ASR |
214 | Previous Securitization | Bloomberg Screenshot/Trepp Screenshot |
215 | Assumption Fee | Loan Agreement |
216 | Letter of Credit | Letter of Credit/Loan Agreement |
217 | Earnout/Holdback (Yes/No) | Loan Agreement |
218 | Earnout/Holdback Description | Loan Agreement |
219 | Total Administrative Fee | Calculation –see procedure below |
220 | Sub Serviced (Y/N) | None - Mortgage Loan Seller Provided |
221 | Sub Servicer Name | None - Mortgage Loan Seller Provided |
222 | Sub Servicer Cashiering | None - Mortgage Loan Seller Provided |
223 | Sub Servicer Fee Rate | None - Mortgage Loan Seller Provided |
224 | Pari Passu Primary Servicer (Deal Name) | None - Mortgage Loan Seller Provided |
Appendix A
Number | Characteristic on Data File | Source Document |
225 | Pari Passu Primary Servicing Fee | None - Mortgage Loan Seller Provided |
226 | Master Servicer Fee | None - Mortgage Loan Seller Provided |
227 | Primary Servicer Fee | None - Mortgage Loan Seller Provided |
228 | Trustee/Administrator Fee | None - Mortgage Loan Seller Provided |
229 | Operating Advisor Fee | None - Mortgage Loan Seller Provided |
230 | CREFC Fee | None - Mortgage Loan Seller Provided |
231 | Report Period Beginning Schedule Loan Balance Amount | Calculation –see procedure below |
232 | Report Period Ending Schedule Loan Balance Amount | Calculation –see procedure below |
233 | Reporting Period Scheduled Interest Amount | Calculation –see procedure below |
234 | Reporting Period Scheduled Principal Amount | Calculation –see procedure below |
235 | Loan Structure Code | Loan Agreement/Edgar ABS XML Technical Specification |
Calculation Procedures
With respect to Characteristic 18, we recomputed the Cut-off Balance per Unit by dividing the (i) Cut-off Balance by (ii) Units/Rentable Square Ft. With respect to any Mortgage Loan that is secured by more than one mortgaged property as indicated on the Data File, we compared the Cut-off Balance Per Unit for each of the related mortgaged properties to the Cut-off Balance Per Unit of such Mortgage Loan. With respect to any Mortgage Loan which is part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (i) of this procedure with sum of the (1) Cut-off Balance and (2) Non-Trust Pari Passu Cut-off Date Balance.
With respect to Characteristic 21, we recomputed the Cut-off Balance, assuming, at your request, no prepayments of principal, using the First Payment Date, Interest Calculation (30/360 / Actual/360), Interest Rate, Original Interest Only Period (Months), Monthly Debt Service Payment (After IO), Original Balance and the Cut-off Date. With respect to any Mortgage Loan that is secured by more than one mortgaged property as indicated on the Data File, we recomputed the Cut-off Balance for each of the related mortgaged properties as the product of (i) the Cut-off Balance of the related Mortgage Loan (as derived herein) and (ii) a fraction with the (1) numerator equal to the Original Balance of such mortgage property and (2) denominator equal to the Original Balance of the related Mortgage Loan. At the request of representatives of the respective Mortgage Loan Sellers, Cut-off Balance differences of one dollar or less were deemed to be “in agreement” for purposes of this report.
With respect to Characteristic 22, we recomputed the % of Total Cut-off Date Pool Balance by dividing the (i) Cut-off Balance by (ii) the aggregate Cut-off Balance of all of the Mortgage Loans.
With respect to Characteristic 23, we compared the Loan Level Roll Cut-off Balance to the Cut-off Balance. With respect to any Mortgage Loan that is secured by more than one mortgaged property as indicated on the Data File, we compared the aggregated Loan Level Roll Cut-off Balance for each of the related mortgaged properties to the Cut-off Balance of such Mortgage Loan.
With respect to Characteristic 24, we recomputed the LTV at Cut-off by dividing the (i) Cut-off Balance by (ii) Appraisal Value. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (i) of this procedure with the sum of the (1) Cut-off Balance and (2) Non-Trust Pari Passu Cut-off Date Balance.
Appendix A
With respect to Characteristic 25, we recomputed the Maturity Balance, assuming, at your request, no prepayments of principal, using the First Payment Date, Interest Calculation (30/360 / Actual/360), Interest Rate, Original Interest Only Period (Months), Monthly Debt Service Payment (After IO), Original Balance and the Maturity/ARD Date. With respect to any Mortgage Loan that is secured by more than one mortgaged property as indicated on the Data File, we recomputed the Maturity Balance for each of the related mortgaged properties as the product of (i) the Maturity Balance of the related Mortgage Loan (as derived herein) and (ii) a fraction with the (1) numerator equal to the Original Balance of such mortgage property and (2) denominator equal to the Original Balance of the related Mortgage Loan. At the request of representatives of the respective Mortgage Loan Sellers, Maturity Balance differences of one dollar or less were deemed to be “in agreement” for purposes of this report.
With respect to Characteristic 26, we recomputed the LTV at Maturity by dividing the (i) Maturity Balance by (ii) Appraisal Value. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (i) of this procedure with the sum of (1) the Maturity Balance and (2) Non-Trust Pari Passu Balloon Balance.
With respect to Characteristic 27, we recomputed the U/W NOI Debt Yield by dividing the (i) UW NOI by (ii) Cut-off Balance. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (ii) of this procedure with the sum of (1) the Cut-off Balance and (2) Non-Trust Pari Passu Cut-off Date Balance.
With respect to Characteristic 28, we recomputed the U/W NCF Debt Yield by dividing the (i) UW NCF by (ii) Cut-off Balance. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (ii) of this procedure with the sum of (1) the Cut-off Balance and (2) Non-Trust Pari Passu Cut-off Date Balance.
With respect to Characteristic 29, we recomputed the NOI Debt Yield at Maturity by dividing the (i) UW NOI by (ii) Maturity Balance. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (ii) of this procedure with the sum of (1) the Maturity Balance and (2) Non-Trust Pari Passu Balloon Balance.
With respect to Characteristic 30, we recomputed the NCF Debt Yield at Maturity by dividing the (i) UW NCF by (ii) Maturity Balance. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (ii) of this procedure with the sum of (1) the Maturity Balance and (2) Non-Trust Pari Passu Balloon Balance.
With respect to Characteristic 37, we recomputed the “As is” Cut-off Date LTV by dividing the (i) Cut-off Balance by (ii) “As is” Appraisal Value. With respect to any Mortgage Loan which is a part of a pari passu loan combination (as set forth on the Loan Agreement), we were instructed by representatives of the related Mortgage Loan Seller to replace clause (i) of this procedure with the sum of the (1) Cut-off Balance and (2) Non-Trust Pari Passu Cut-off Date Balance.
With respect to Characteristic 48, we (i) recomputed the Monthly Debt Service Payment (Initial) as one twelfth of the product of (1) Original Balance, (2) Interest Rate and (3) a fraction equal to 365/360 for those Mortgage Loans with an Amortization Type of “Interest Only,” “Interest Only, ARD” or “Interest Only, then Amortizing,” and (ii) compared the Monthly Debt Service Payment (Initial) to the corresponding information set forth on the Loan Agreement for those Mortgage Loans with an Amortization Type of “Amortizing Balloon.”
Appendix A
With respect to Characteristic 49, we (i) recomputed the Monthly Debt Service Payment (After IO) as one twelfth of the product of (1) Original Balance, (2) Interest Rate and (3) a fraction equal to 365/360 for those Mortgage Loans with an Amortization Type of “Interest Only” or “Interest Only, ARD,” and (ii) compared the Monthly Debt Service Payment (After IO) to the corresponding information set forth on the Loan Agreement for those Mortgage Loans with an Amortization Type of “Interest Only, then Amortizing” or “Amortizing Balloon.”
With respect to Characteristic 53, we recomputed the Original Amort. Term (Months) using the Interest Rate, Original Balance, Monthly Debt Service Payment (After IO) and a 30/360 interest calculation. This procedure was not performed for those Mortgage Loans with an Amortization Type of “Interest Only” or “Interest Only, ARD.”
With respect to Characteristic 54, we recomputed the Original Balloon Term (Months) by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Maturity/ARD Date.
With respect to Characteristic 56, we recomputed the Seasoning as of Cut-off Date (Months) by determining the number of payment dates from and inclusive of the First Payment Date to and inclusive of the Cut-off Date.
With respect to Characteristic 57, we recomputed the Remaining Term to Amortization (Months) by subtracting the Seasoning as of Cut-off Date (Months) from the Original Amort. Term (Months). With respect to those Mortgage Loans with an Amortization Type of “Interest Only, then Amortizing,” for purposes of the procedure indicated herein, the Seasoning as of Cut-off Date (Months) is reduced by (but to a result not less than zero) the Original Interest Only Period. This procedure was not performed for those Mortgage Loans with an Amortization Type of “Interest Only” or “Interest Only, ARD.”
With respect to Characteristic 58, we recomputed the Remaining Term to Maturity (Months) by determining the number of payment dates from and exclusive of the Cut-off Date to and inclusive of the Maturity/ARD Date.
With respect to Characteristic 59, we recomputed the Rem IO Period by subtracting the Seasoning as of Cut-off Date (Months) from the Original Interest Only Period (Months). This procedure was not performed for those Mortgage Loans with an Amortization Type of “Amortizing Balloon.”
With respect to Characteristic 80, we recomputed the Non-Trust Pari Passu Cut-Off Date Balance, assuming, at your request, no prepayments of principal, using the (i) First Payment Date, (ii) Interest Calculation (30/360 / Actual/360), (iii) Interest Rate, (iv) Original Interest Only Period (Months), (v) Non-Trust Pari Passu Monthly Debt Service Payment (After IO), (vi) Non-Trust Pari Passu Original Balance and (vii) Cut-off Date. At the request of representatives of the respective Mortgage Loan Seller, Non-Trust Pari Passu Cut-Off Date Balance differences of one dollar or less were deemed to be “in agreement” for purposes of this report. No procedure was performed for those Mortgage Loans which are not part of a pari passu loan combination (as set forth on the Loan Agreement).
With respect to Characteristic 81, we recomputed the Non-Trust Pari Passu Balloon Balance, assuming, at your request, no prepayments of principal, using the (i) First Payment Date, (ii) Interest Calculation (30/360 / Actual/360), (iii) Interest Rate, (iv) Original Interest Only Period (Months), (v) Non-Trust Pari Passu Monthly Debt Service Payment (After IO), (vi) Non-Trust Pari Passu Original Balance and (vii) Maturity/ARD Date. At the request of representatives of the respective Mortgage Loan Seller, Non-Trust Pari Passu Balloon Balance differences of one dollar or less were deemed to be “in agreement” for purposes of this report. No procedure was performed for those Mortgage Loans which are not part of a pari passu loan combination (as set forth on the Loan Agreement).
Appendix A
With respect to Characteristic 82, we (i) recomputed the Non-Trust Pari Passu Monthly Debt Service Payment (Initial) as one twelfth of the product of (1) Non-Trust Pari Passu Original Balance, (2) Interest Rate and (3) a fraction equal to 365/360 for those Mortgage Loans with an Amortization Type of “Interest Only” or “Interest Only, ARD” or “Interest Only, then Amortizing,” and (ii) compared the Non-Trust Pari Passu Monthly Debt Service Payment (Initial) to the corresponding information set forth on the Loan Agreement for those Mortgage Loans with an Amortization Type of “Amortizing Balloon.” This procedure was only performed for those Mortgage Loans with a Non-Trust Pari Passu Original Balance greater than $0.
With respect to Characteristic 83, we (i) recomputed the Non-Trust Pari Passu Monthly Debt Service Payment (After IO) as one twelfth of the product of (1) Non-Trust Pari Passu Original Balance, (2) Interest Rate and (3) a fraction equal to 365/360 for those Mortgage Loans with an Amortization Type of “Interest Only” or “Interest Only, ARD,” and (ii) compared the Non-Trust Pari Passu Monthly Debt Service Payment (After IO) to the corresponding information set forth on the Loan Agreement for those Mortgage Loans with an Amortization Type of “Interest Only, then Amortizing” or “Amortizing Balloon.” This procedure was only performed for those Mortgage Loans with a Non-Trust Pari Passu Original Balance greater than $0.
With respect to Characteristic 87, we recomputed the Total Debt Cut-off Balance per Unit by dividing the (i) sum of the (1) Cut-off Balance, (2) Non-Trust Pari Passu Cut-off Date Balance, if any and (3) Existing Additional Sub Debt Amount by (ii) Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 88, we recomputed the Total Debt Balance per Unit at Maturity by dividing the (i) sum of the (1) Maturity Balance, (2) Non-Trust Pari Passu Balloon Balance, if any and (3) Existing Additional Sub Debt Amount by (ii) Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 89, we recomputed the Total Debt LTV at Cut-off by dividing the (i) sum of the (1) Cut-off Balance, (2) Non-Trust Pari Passu Cut-off Date Balance, if any and (3) Existing Additional Sub Debt Amount by (ii) Appraisal Value. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 90, we recomputed the Total Debt LTV at Maturity by dividing the (i) sum of the (1) Maturity Balance, (2) Non-Trust Pari Passu Balloon Balance, if any and (3) Existing Additional Sub Debt Amount by (ii) Appraisal Value. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 91, we recomputed the Total Debt U/W NOI Debt Yield by dividing the (i) UW NOI by (ii) sum of the (1) Cut-off Balance, (2) Non-Trust Pari Passu Cut-off Date Balance, if any and (3) Existing Additional Sub Debt Amount. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 92, we recomputed the Total Debt U/W NCF Debt Yield by dividing the (i) UW NCF by (ii) sum of the (1) Cut-off Balance, (2) Non-Trust Pari Passu Cut-off Date Balance, if any and (3) Existing Additional Sub Debt Amount. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 93, we recomputed the Total Debt NOI Debt Yield at Maturity by dividing the (i) UW NOI by (ii) sum of the (1) Maturity Balance, (2) Non-Trust Pari Passu Balloon Balance, if any and (3) Existing Additional Sub Debt Amount. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
Appendix A
With respect to Characteristic 94, we recomputed the Total Debt NCF Debt Yield at Maturity by dividing the (i) UW NCF by (ii) sum of the (1) Maturity Balance, (2) Non-Trust Pari Passu Balloon Balance, if any and (3) Existing Additional Sub Debt Amount. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 95, we recomputed the Total Debt UW NOI DSCR (After IO Period) by dividing the (i) UW NOI by (ii) sum of the (1) annualized Monthly Debt Service Payment (After IO), (2) annualized Non-Trust Pari Passu Monthly Debt Service Payment (After IO), if any and (3) product of the (a) Existing Additional Sub Debt Amount, (b) existing additional sub debt interest rate (as set forth on the Subordinate Loan Document/Mezzanine Loan Agreement/Loan Agreement) and (c) fraction equal to 365/360. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 96, we recomputed the Total Debt UW NCF DSCR (After IO Period) by dividing the (i) UW NCF by (ii) sum of the (1) annualized Monthly Debt Service Payment (After IO), (2) annualized Non-Trust Pari Passu Monthly Debt Service Payment (After IO), if any and (3) product of the (a) Existing Additional Sub Debt Amount, (b) existing additional sub debt interest rate (as set forth on the Subordinate Loan Document/Mezzanine Loan Agreement/Loan Agreement) and (c) fraction equal to 365/360. This procedure was not performed for those Mortgage Loans with an Existing Additional Sub Debt (Yes/No) of “No.”
With respect to Characteristic 113, we recomputed the Major % of Sq. Ft. # 1 by dividing the Major Tenant Sq. Ft. # 1 by Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with Major Tenant Sq. Ft. # 1 of “NAP.”
With respect to Characteristic 117, we recomputed the Major % of Sq. Ft. # 2 by dividing the Major Tenant Sq. Ft. # 2 by Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with Major Tenant Sq. Ft. # 2 of “NAP.”
With respect to Characteristic 121, we recomputed the Major % of Sq. Ft. # 3 by dividing the Major Tenant Sq. Ft. # 3 by Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with Major Tenant Sq. Ft. # 3 of “NAP.”
With respect to Characteristic 125, we recomputed the Major % of Sq. Ft. # 4 by dividing the Major Tenant Sq. Ft. # 4 by Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with Major Tenant Sq. Ft. # 4 of “NAP.”
With respect to Characteristic 129, we recomputed the Major % of Sq. Ft. # 5 by dividing the Major Tenant Sq. Ft. # 5 by Units/Rentable Square Ft. This procedure was not performed for those Mortgage Loans with Major Tenant Sq. Ft. # 5 of “NAP.”
With respect to Characteristic 149, we recomputed the UW NCF DSCR (Current) by dividing the (i) UW NCF by (ii) annualized Monthly Debt Service Payment (Initial).
With respect to Characteristic 150, we recomputed the UW NCF DSCR (After IO Period) by dividing the (i) UW NCF by (ii) annualized Monthly Debt Service Payment (After IO).
With respect to Characteristic 151, we recomputed the UW NOI DSCR (Current) by dividing the (i) UW NOI by (ii) annualized Monthly Debt Service Payment (Initial).
With respect to Characteristic 152, we recomputed the UW NOI DSCR (After IO Period) by dividing the (i) UW NOI by (ii) annualized Monthly Debt Service Payment (After IO).
Appendix A
With respect to Characteristic 219, we recomputed the Total Administrative Fee as the sum of the Master Servicer Fee, Primary Servicer Fee, Trustee/Administrator Fee, Operating Adviser Fee and CREFC Fee.
With respect to Characteristic 231, we recomputed the Report Period Beginning Schedule Loan Balance Amount, assuming, at your request, no prepayment of principal, using the First Payment Date, Calculation (30/360 / Actual/360), Interest Rate, Original Interest Only Period (Months), Monthly Debt Service Payment (After IO), Original Balance and the payment due date occurring one month prior to the Cut-off Date. With respect to those Mortgage Loans with a First Payment Date occurring on or after the Cut-off Date, we were instructed by representatives of the Company to compare the Report Period Beginning Schedule Loan Balance Amount to the Original Balance. At the request of representatives of the respective Mortgage Loan Sellers, Report Period Beginning Schedule Loan Balance Amount differences of one dollar or less were deemed to be “in agreement” for purposes of this report.
With respect to Characteristic 232, we compared the Report Period Ending Schedule Loan Balance Amount to the Cut-Off Balance.
With respect to Characteristic 233, we recomputed the Reporting Period Scheduled Interest Amount as the product of (i) the Report Period Beginning Schedule Loan Balance Amount, (ii) the Interest Rate, (iii) the number of calendar days from and inclusive of the payment due date occurring one month prior to the Cut-off Date to and exclusive of the Cut-off Date and (iv) a fraction equal to 1/360. With respect to those Mortgage Loans with a First Payment Date occurring after the Cut-off Date, we were instructed by representatives of the Company to replace the results of this procedure with “$0”.
With respect to Characteristic 234, we recomputed the Reporting Period Scheduled Principal Amount by subtracting the Reporting Period Scheduled Interest Amount from the Monthly Debt Service Payment (After IO). This procedure was only performed for those Mortgage Loans with an Amortization Type of “Amortizing Balloon.” With respect to those Mortgage Loans with a First Payment Date occurring after the Cut-off Date, we were instructed by representatives of the Company to replace the results of this procedure with “$0”.
Appendix B
Missing Source Documents
Property Name | Missing Source Documents |
1001 North Shoreline Boulevard | Note Splitter, Amended B-Note |