EX-1 2 exh_1.htm AGREED-UPON PROCEDURES REPORT, DATED APRIL 26, 2018, OF DELOITTE & TOUCHE LLP

Exhibit 1

 

 

Deloitte & Touche LLP

Suite 400
Harborside Plaza 10

Jersey City, NJ 07311
USA

 

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