EX-1 2 exh_1.htm AGREED-UPON PROCEDURES REPORT, DATED NOVEMBER 1, 2018, OF ERNST & YOUNG LLP.

Exhibit 1

 

 

Benchmark 2018-B7 Mortgage Trust

Commercial Mortgage Pass-Through Certificates, Series 2018-B7

 

Report To:

Deutsche Mortgage & Asset Receiving Corporation

German American Capital Corporation

Deutsche Bank Securities Inc.

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

Citi Real Estate Funding Inc.

Citigroup Global Markets Inc.

Drexel Hamilton, LLC

Academy Securities, Inc.

 

 

1 November 2018

 

 

 

 

 

   

 

 

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

Tel: +1 212 773 3000

ey.com

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

 

Deutsche Mortgage & Asset Receiving Corporation

German American Capital Corporation

Deutsche Bank Securities Inc.

60 Wall Street, 10th Floor

New York, New York 10005

Drexel Hamilton, LLC

77 Water Street

New York, New York 10005

   

JPMorgan Chase Bank, National Association

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

Academy Securities, Inc.

140 East 45th Street, 5th Floor

New York, New York 10017

   

Citi Real Estate Funding Inc.

Citigroup Global Markets Inc.

390 Greenwich Street

New York, New York 10013

 

 

 

Re:Benchmark 2018-B7 Mortgage Trust (the “Issuing Entity”)
  Commercial Mortgage Pass-Through Certificates, Series 2018-B7 (the “Certificates”)

 

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

 

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

 

   

 

 

Page 2 of 4

 

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

a.Certain electronic data files (the “Data Files”) that are described in Attachment A,
b.Electronic copies of the loan files for the Mortgage Loans which contain various source documents (the “Source Documents”) relating to the Mortgage Loans and the mortgaged properties that secure the Mortgage Loans,
c.Certain calculation methodologies (the “Multiple Property Loan Calculation Methodologies”), which are shown on Exhibit 1 to Attachment A, for those Mortgage Loans (the “Multiple Property Loans”) that are secured by multiple mortgaged properties (the “Underlying Properties”) relating to the allocation of certain Multiple Property Loan characteristics to the respective Underlying Properties,
d.A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to compare to information contained in the Source Documents,
e.A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to recalculate using information on the Data Files,
f.A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform no procedures,
g.An electronic copy of the EDGAR ABS XML technical specification (Version 1.7) document dated July 2017 that was published by the Securities and Exchange Commission (the “EDGAR ABS XML Technical Specification Document”) that the Depositor indicated contains information relating to the valid structure and content of the ABS Extensible Markup Language (XML) Asset Data File Types (as defined in the EDGAR ABS XML Technical Specification Document),
h.A draft of the preliminary prospectus for the Issuing Entity (the “Draft Preliminary Prospectus”) and
i.Instructions, assumptions and methodologies, which are described in Attachment A.
   

 

 

Page 3 of 4

 

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

 

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

 

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

a.Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or
b.Making any findings with respect to:
i.Whether the origination of the Mortgage Loans conformed to, or deviated from, stated underwriting or credit extension guidelines, standards, criteria, or other requirements,
ii.The value of the collateral securing the Mortgage Loans,
iii.Whether the originators of the Mortgage Loans complied with federal, state or local laws or regulations or
iv.Any other factor or characteristic of the Mortgage Loans that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions.
   

 

 

Page 4 of 4

 

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

 

/s/ Ernst & Young LLP

 

1 November 2018

 

   

 

 

Attachment A

Page 1 of 14

 

Background

 

For the purpose of the procedures described in this report, the Depositor indicated that the assets of the Issuing Entity will primarily consist of a pool of 51 fixed rate commercial mortgage loans (the “Mortgage Loans”) secured by first mortgage liens on various types of commercial and multifamily properties.

 

Procedures performed and our associated findings

 

1.German American Capital Corporation (“GACC”), JPMorgan Chase Bank, National Association (“JP Morgan”) and Citi Real Estate Funding Inc. (“Citi,” together with GACC and JP Morgan, the “Mortgage Loan Sellers”), respectively, on behalf of the Depositor, provided us with:
a.An electronic data file (each, a “Mortgage Loan Seller Data File”) that the respective Mortgage Loan Seller, on behalf of the Depositor, indicated contains information on certain mortgage loans as of the related due date of each mortgage loan in November 2018 (or, in the case of any mortgage loan that has its first due date after November 2018, the date that would have been its due date in November 2018 under the terms of that mortgage loan if a monthly payment were scheduled to be due in that month) (collectively, the “Cut-off Date”),
b.Record layout and decode information related to the information on each respective Mortgage Loan Seller Data File and
c.Decode and mapping information relating to certain information described in the EDGAR ABS XML Technical Specification Document and the corresponding information on each respective Mortgage Loan Seller Data File.

 

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

 

The applicable Mortgage Loan Seller(s), on behalf of the Depositor, indicated that the Mortgage Loan identified on the Combined Data File as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) consists of a portion of a pari-passu mortgage loan that will be transferred to the Depositor by JP Morgan. For the Aventura Mall Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to perform the procedures described in this report for JP Morgan, and to perform no procedures relating to the Aventura Mall Mortgage Loan for GACC.

 

The applicable Mortgage Loan Seller(s), on behalf of the Depositor, indicated that the Mortgage Loan identified on the Combined Data File as “636 11th Avenue” (the “636 11th Avenue Mortgage Loan”) consists of a portion of a pari-passu mortgage loan that will be transferred to the Depositor by JP Morgan. For the 636 11th Avenue Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to perform the procedures described in this report for JP Morgan, and to perform no procedures relating to the 636 11th Avenue Mortgage Loan for Citi.

   

 

 

Attachment A

Page 2 of 14

 

3.For each Mortgage Loan on the Combined Data File, we compared each Compared Characteristic listed on Exhibit 2 to Attachment A, as shown on the Combined Data File, to the corresponding information in the Source Document(s) indicated on Exhibit 2 to Attachment A that were provided by the respective Mortgage Loan Seller, on behalf of the Depositor, subject only to the instructions, assumptions, methodologies and exceptions described in the notes to Exhibit 2 to Attachment A and the next paragraph of this Item 3.

 

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

 

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

 

5.Subsequent to the performance of the procedures described in Items 2. through 4. above, GACC, on behalf of the Depositor, provided us with an electronic data file (the “Final Data File,” which together with the Mortgage Loan Seller Data Files comprise the Data Files) that GACC, on behalf of the Depositor, indicated contains information relating to the Mortgage Loans as of the Cut-off Date.

 

Using information on the:

a.Final Data File and
b.Updated Data File,

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

 

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

 

 

Attachment A

Page 3 of 14

 

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

 

8.Using the:
a.First Payment Date and
b.Maturity or ARD Date

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

 

9.Using the:
a.First Payment Date, as shown on the Final Data File, and
b.First payment date that a payment of principal and interest is due, as shown in the applicable Source Document,

of each Mortgage Loan (except for the Interest Only Loans (as defined in Note 19 of Exhibit 2 to Attachment A), which are described in the succeeding paragraph of this Item 9.), we recalculated the “Original Interest Only Period (Months)” of each Mortgage Loan (except for the Interest Only Loans). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

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

 

10.Using the:
a.Original Balance ($),
b.Interest Rate and
c.Monthly Debt Service Payment (After IO)

of each Mortgage Loan, except for:

i.The Interest Only Loans, which are described in the succeeding paragraph of this Item 10., and
ii.The Castleton Commons & Square Mortgage Loan (as defined in Note 21 of Exhibit 2 to Attachment A), which is described in the last paragraph of this Item 10.,

all as shown on the Final Data File, and assuming each Mortgage Loan (except for the Interest Only Loans and Castleton Commons & Square Mortgage Loan) has a fixed level monthly payment, we recalculated the “Original Amortization Term” of each Mortgage Loan (except for the Interest Only Loans and Castleton Commons & Square Mortgage Loan). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

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

   

 

 

Attachment A

Page 4 of 14

 

10. (continued)

 

For the Castleton Commons & Square Mortgage Loan, for which the related borrower is required to make monthly principal and interest payments pursuant to the Castleton Commons & Square Mortgage Amortization Schedule (as defined in Note 21 of Exhibit 2 to Attachment A), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “360” for the “Original Amortization Term” characteristic.

 

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

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

i.Remaining Term to Maturity or ARD,
ii.Remaining Interest Only Period and
iii.Remaining Amortization Term (except for the Interest Only Loans, which are described in the succeeding paragraph of this Item 11.)

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

 

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

 

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

of each Mortgage Loan (except for the Castleton Commons & Square Mortgage Loan, which is described in the succeeding paragraph of this Item 12.), all as shown on the Final Data File, information in the applicable Source Documents and the Multiple Property Loan Calculation Methodologies for the Underlying Properties associated with each Multiple Property Loan, we recalculated the principal balance of each Mortgage Loan (except for the Castleton Commons & Square Mortgage Loan) and Underlying Property as of:

i.The Cut-off Date (the “Cut-off Date Balance ($)”),
ii.The related due date of each Mortgage Loan in October 2018 or, in the case of any Mortgage Loan that has its first due date after October 2018, the date that would have been the related due date in October 2018 under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month (the “Report Period Beginning Schedule Loan Balance Amount”) and
iii.The “Maturity or ARD Date” of each Mortgage Loan (the “Maturity or ARD Balance ($)”),
   

 

 

Attachment A

Page 5 of 14

 

12. (continued)

 

assuming all scheduled payments of principal and/or interest on the Mortgage Loans are made and there are no prepayments or other unscheduled collections. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences of +/- $1 or less.

 

For the Castleton Commons & Square Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Cut-off Date Balance ($),” “Report Period Beginning Schedule Loan Balance Amount” and “Maturity or ARD Balance ($)” characteristics using the information on the Castleton Commons & Square Mortgage Amortization Schedule and the:

a.Original Balance ($),
b.First Payment Date and
c.Maturity or ARD Date

of the Castleton Commons & Square Mortgage Loan, all as shown on the Final Data File, assuming all scheduled payments of principal and/or interest on the Castleton Commons & Square Mortgage Loan are made and there are no prepayments or other unscheduled collections. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purposes of this procedure, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to ignore differences of +/- $1 or less.

 

For each Mortgage Loan that has its “First Payment Date” in December 2018 (the “December 2018 First Payment Date Mortgage Loans”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the “Original Balance ($)” of each December 2018 First Payment Date Mortgage Loan, as shown on the Final Data File, for the “Report Period Beginning Schedule Loan Balance Amount” characteristic.

 

13.Using the:
a.Interest Accrual Basis,
b.Original Interest Only Period (Months),
c.First Payment Date,
d.Interest Rate,
e.Monthly Debt Service Payment (Initial) and
f.Report Period Beginning Schedule Loan Balance Amount

of each Mortgage Loan (except for the December 2018 First Payment Date Mortgage Loans, which are described in the succeeding paragraph of this Item 13.), all as shown on the Final Data File, and information in the applicable Source Documents, we recalculated the portion of the November 2018 “Monthly Debt Service Payment (Initial)” for each Mortgage Loan (except for the December 2018 First Payment Date Mortgage Loans) that is interest (the “Scheduled Interest Amount”) and that is principal (the “Scheduled Principal Amount”). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

   

 

 

Attachment A

Page 6 of 14

 

13. (continued)

 

For each December 2018 First Payment Date Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “0.00” for the “Scheduled Interest Amount” and “Scheduled Principal Amount” characteristics.

 

Using the:

a.Scheduled Interest Amount and
b.Scheduled Principal Amount

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

i.Total Scheduled Principal Interest Due Amount and
ii.Periodic Principal and Interest Payment Securitization Amount

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

 

14.For each Mortgage Loan on the Final Data File with the “Existing Additional Sub Debt (Yes/No)” characteristic as “Yes” (each, a “Mortgage Loan with Additional Debt”) (except for the Castleton Commons & Square Mortgage Loan, which is described in the succeeding paragraph of this Item 14.), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the principal balance of the additional subordinate debt related to such Mortgage Loan as of the Cut-off Date (the “Existing Additional Sub Debt Amount”) using information in the applicable Secondary Financing Documents (as defined in Note 37 of Exhibit 2 to Attachment A) and/or information in the applicable Data Sources (as defined in Note 18 of Exhibit 2 to Attachment A), assuming all scheduled payments of principal and/or interest on the additional subordinate debt are made and there are no prepayments or other unscheduled collections. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to:
a.Ignore differences of +/- $1 or less and
b.Not include any related Companion Loan(s) (as defined in Note 18 of Exhibit 2 to Attachment A).

 

For the Castleton Commons & Square Mortgage Loan, which has the “Existing Additional Sub Debt (Yes/No)” characteristic as “Yes” on the Final Data File and the “Existing Additional Sub Debt Description” characteristic as “Mezzanine Debt” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the information relating to the related mezzanine loan (the “Castleton Commons & Square Mezzanine Loan”) that is located in the:

a.Applicable Source Documents and
b.Castleton Commons & Square Mezzanine Amortization Schedule (as defined in Note 37 of Exhibit 2 to Attachment A)

to recalculate the principal balance of the Castleton Commons & Square Mezzanine Loan as of the Cut-off Date. We compared this recalculated information to the corresponding “Existing Additional Sub Debt Amount” information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to ignore differences of +/- $1 or less.

   

 

 

Attachment A

Page 7 of 14

 

14. (continued)

 

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

 

15.For each Pari Passu Mortgage Loan (as defined in Note 18 of Exhibit 2 to Attachment A), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the information in the applicable Data Source(s) and the applicable information that is described in Note 18 of Exhibit 2 to Attachment A to recalculate the aggregate principal balance of the related Companion Loan(s) as of the Cut-off Date (the “Non-Trust Pari Passu Cut-off Date Balance”) and as of the maturity date or anticipated repayment date, as applicable, of the Pari Passu Mortgage Loan (the “Non-Trust Pari Passu Balloon Balance”), assuming all scheduled payments of principal and/or interest on the related Companion Loan(s) are made and there are no prepayments or other unscheduled collections. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure:
a.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to ignore differences of +/- $1 or less,
b.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to not include the DUMBO Heights Portfolio B-Notes (as defined in Note 18 of Exhibit 2 to Attachment A) with respect to the DUMBO Heights Portfolio Mortgage Loan (as defined in Note 18 of Exhibit 2 to Attachment A),
c.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to not include the Aventura Mall B-Notes (as defined in Note 18 of Exhibit 2 to Attachment A) with respect to the Aventura Mall Mortgage Loan,
d.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to not include Workspace B-Notes (as defined in Note 18 of Exhibit 2 to Attachment A) with respect to the Workspace Mortgage Loan (as defined in Note 5 of Exhibit 2 to Attachment A) and
e.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to not include the Aon Center B-Note (as defined in Note 18 of Exhibit 2 to Attachment A) with respect to the Aon Center Mortgage Loan (as defined in Note 13 of Exhibit 2 to Attachment A).

 

For the Mortgage Loans that are not Pari Passu Mortgage Loans, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the “Non-Trust Pari Passu Cut-off Date Balance” and “Non-Trust Pari Passu Balloon Balance” characteristics.

   

 

 

Attachment A

Page 8 of 14

 

16.Using:
a.Information on the Final Data File,
b.The applicable assumptions and calculation methodologies described in the Draft Preliminary Prospectus and
c.The applicable assumptions and calculation methodologies provided by the Mortgage Loan Sellers, on behalf of the Depositor, which are described in the succeeding paragraphs of this Item 16.,

we recalculated the:

i.Reserve Adjusted Loan Amount,
ii.Underwritten NOI DSCR,
iii.Underwritten NCF DSCR,
iv.UW NOI DSCR (Current),
v.UW NCF DSCR (Current),
vi.Cut-off Date LTV Ratio,
vii."As is" Cut-off Date LTV,
viii.LTV Ratio at Maturity or ARD,
ix.Underwritten NOI Debt Yield,
x.Underwritten NCF Debt Yield,
xi.NOI Debt Yield at Maturity,
xii.NCF Debt Yield at Maturity,
xiii.% of Initial Pool Balance,
xiv.Annual Debt Service ($),
xv.Loan per Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads) ($),
xvi.Unadjusted LTV at Cut-off,
xvii.Unadjusted U/W NOI Debt Yield,
xviii.Unadjusted U/W NCF Debt Yield and
xix.Unadjusted Maturity Date LTV Ratio

of each Mortgage Loan and Underlying Property, as applicable. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to:

(a)Round the “Underwritten NOI DSCR,” “Underwritten NCF DSCR,” “UW NOI DSCR (Current)” and “UW NCF DSCR (Current)” to two decimal places,
(b)Round the “Cut-off Date LTV Ratio,” “"As is" Cut-off Date LTV,” “LTV Ratio at Maturity or ARD,” “Underwritten NOI Debt Yield,” “Underwritten NCF Debt Yield,” “NOI Debt Yield at Maturity,” “NCF Debt Yield at Maturity,” “Unadjusted LTV at Cut-off,” “Unadjusted U/W NOI Debt Yield,” “Unadjusted U/W NCF Debt Yield” and “Unadjusted Maturity Date LTV Ratio” to the nearest 1/10th of one percent and
(c)Use the “Appraised Value ($)” characteristic, as shown on the Final Data File, for the purpose of recalculating the “Cut-off Date LTV Ratio,” “LTV Ratio at Maturity or ARD,” “Unadjusted LTV at Cut-off” and “Unadjusted Maturity Date LTV Ratio” characteristics.
   

 

 

Attachment A

Page 9 of 14

 

16. (continued)

 

For the Underlying Properties associated with each Multiple Property Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the:

a.Underwritten NOI DSCR,
b.Underwritten NCF DSCR,
c.UW NOI DSCR (Current),
d.UW NCF DSCR (Current),
e.Cut-off Date LTV Ratio,
f."As is" Cut-off Date LTV,
g.LTV Ratio at Maturity or ARD,
h.Underwritten NOI Debt Yield,
i.Underwritten NCF Debt Yield,
j.NOI Debt Yield at Maturity,
k.NCF Debt Yield at Maturity,
l.Unadjusted LTV at Cut-off,
m.Unadjusted U/W NOI Debt Yield,
n.Unadjusted U/W NCF Debt Yield and
o.Unadjusted Maturity Date LTV Ratio

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

 

For each Mortgage Loan on the Final Data File with the “Earnout/Holdback” characteristic as “No,” the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the:

a.Unadjusted LTV at Cut-off,
b.Unadjusted U/W NOI Debt Yield,
c.Unadjusted U/W NCF Debt Yield and
d.Unadjusted Maturity Date LTV Ratio

characteristics.

 

For the Aon Center Mortgage Loan, which is a Pari Passu Mortgage Loan, which has the “Earnout/Holdback” characteristic as “Yes” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Reserve Adjusted Loan Amount” as the difference between:

  a. The sum of:

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

ii.The “Non-Trust Pari Passu Cut-off Date Balance,” as shown on the Final Data File, and

  b. $18,300,000.

  

   

 

 

Attachment A

Page 10 of 14

 

16. (continued)

 

For the Mortgage Loan identified on the Final Data File as “CityLine XIV Portfolio” (the “CityLine XIV Portfolio Mortgage Loan”), which has the “Earnout/Holdback” characteristic as “Yes” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Reserve Adjusted Loan Amount” as the difference between:

a.The “Cut-off Date Balance ($),” as shown on the Final Data File, and
b.$500,000.

 

For the Mortgage Loan identified on the Final Data File as “DS Smith – Lester Prairie,” which has the “Earnout/Holdback” characteristic as “Yes” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to show “NAP” for the “Reserve Adjusted Loan Amount,” “Unadjusted LTV at Cut-off,” “Unadjusted U/W NOI Debt Yield,” “Unadjusted U/W NCF Debt Yield” and “Unadjusted Maturity Date LTV Ratio” characteristics.

 

For each Mortgage Loan with the “Earnout/Holdback” characteristic as “No” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the “Reserve Adjusted Loan Amount” characteristic.

 

For the purpose of recalculating the “Cut-off Date LTV Ratio,” “"As is" Cut-off Date LTV,” “Underwritten NOI Debt Yield” and “Underwritten NCF Debt Yield” characteristics for the CityLine XIV Portfolio Mortgage Loan, which has the “Earnout/Holdback” characteristic as “Yes” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the “Reserve Adjusted Loan Amount,” as shown on the Final Data File, in place of the “Cut-off Date Balance ($)”.

 

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

  a. Monthly Debt Service Payment (After IO) and

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

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

   

 

 

Attachment A

Page 11 of 14

 

16. (continued)

 

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

  a. Monthly Debt Service Payment (Initial) and

  b. Non-Trust Pari Passu Monthly Debt Service Payment (Initial),

both as shown on the Final Data File, to recalculate the “UW NOI DSCR (Current)” and “UW NCF DSCR (Current)” characteristics.

 

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

a.Cut-off Date Balance ($) and
b.Non-Trust Pari Passu Cut-off Date Balance,

both as shown on the Final Data File, to recalculate the:

  i. Cut-off Date LTV Ratio,

  ii. "As is" Cut-off Date LTV,

  iii. Underwritten NOI Debt Yield,

  iv. Underwritten NCF Debt Yield and

v.Loan per Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads) ($)
characteristics.

 

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

a.Maturity or ARD Balance ($) and
b.Non-Trust Pari Passu Balloon Balance,

both as shown on the Final Data File, to recalculate the:

  i. LTV Ratio at Maturity or ARD,

  ii. NOI Debt Yield at Maturity and

  iii. NCF Debt Yield at Maturity

characteristics.

 

For the purpose of recalculating the “Cut-off Date LTV Ratio,” “"As is" Cut-off Date LTV,” “LTV Ratio at Maturity or ARD,” “Underwritten NOI Debt Yield,” “Underwritten NCF Debt Yield,” “NOI Debt Yield at Maturity” and ”NCF Debt Yield at Maturity” characteristics for the Aon Center Mortgage Loan, which is a Pari Passu Mortgage Loan and has the “Earnout/Holdback” characteristic as “Yes” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the “Reserve Adjusted Loan Amount,” as shown on the Final Data File, in place of the “Cut-off Date Balance ($)” and “Maturity or ARD Balance ($),” as applicable.

   

 

 

Attachment A

Page 12 of 14

 

16. (continued)

 

For the purpose of recalculating the “LTV Ratio at Maturity or ARD” characteristic for the Mortgage Loan identified on the Final Data File as “Overland Park Xchange,” which is a Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to decrease the “Appraised Value ($)” by the $2,000,000 tax abatement amount, as shown in the appraisal report Source Document.

 

We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions provided by the applicable Mortgage Loan Seller(s), on behalf of the Depositor, that are described above.

 

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

 

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

 

18.Using:
a.Information on the Final Data File for each Mortgage Loan with Additional Debt,
b.Information in the applicable Data Sources, Secondary Financing Documents, Castleton Commons & Square Mortgage Amortization Schedule and Castleton Commons & Square Mezzanine Amortization Schedule and
c.The applicable assumptions and calculation methodologies described in the Draft Preliminary Prospectus,

we recalculated the:

 i.Total Debt UW NOI DSCR (After IO Period),
ii.Total Debt UW NCF DSCR (After IO Period),
iii.Total Debt LTV at Cut-off,
iv.Total Debt LTV at Maturity,
v.Total Debt U/W NOI Debt Yield,
vi.Total Debt U/W NCF Debt Yield,
vii.Total Debt NOI Debt Yield at Maturity,
viii.Total Debt NCF Debt Yield at Maturity,
ix.Total Debt Cut-off Balance per Unit and
x.Total Debt Balance per Unit at Maturity

of each Mortgage Loan with Additional Debt. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to:

   

 

 

Attachment A

Page 13 of 14

 

18. (continued)

 

(a)Round the “Total Debt UW NOI DSCR (After IO Period)” and “Total Debt UW NCF DSCR (After IO Period)” to two decimal places,
(b)Round the “Total Debt LTV at Cut-off,” “Total Debt LTV at Maturity,” “Total Debt U/W NOI Debt Yield,” “Total Debt U/W NCF Debt Yield,” “Total Debt NOI Debt Yield at Maturity” and “Total Debt NCF Debt Yield at Maturity” to the nearest 1/10th of one percent and
(c)Use the “Appraised Value ($)” characteristic, as shown on the Final Data File, for the purpose of recalculating the “Total Debt LTV at Cut-off” and “Total Debt LTV at Maturity” characteristics.

 

For the purpose of recalculating the “Total Debt LTV at Cut-off,” “Total Debt LTV at Maturity,” “Total Debt U/W NOI Debt Yield,” “Total Debt U/W NCF Debt Yield,” “Total Debt NOI Debt Yield at Maturity” and “Total Debt NCF Debt Yield at Maturity” for the Aon Center Mortgage Loan, which is a Pari Passu Mortgage Loan and has the “Earnout/Holdback” characteristic as “Yes” on the Final Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the sum of the “Reserve Adjusted Loan Amount” and “Existing Additional Sub Debt Amount,” both as shown on the Final Data File.

 

For the purpose of recalculating the “Total Debt UW NOI DSCR (After IO Period)” and “Total Debt UW NCF DSCR (After IO Period)” for the Workspace Mortgage Loan, which is a Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use a LIBOR assumption of 2.09000% for the floating rate components of the related Companion Loans and Workspace B-Notes.

 

For each Mortgage Loan that is not a Mortgage Loan with Additional Debt, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for each of the characteristics listed in i. through x. above.

   

 

 

Attachment A

Page 14 of 14

 

19.Using the:
a.Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads),
b.Largest Tenant Sq. Ft.,
c.2nd Largest Tenant Sq. Ft.,
d.3rd Largest Tenant Sq. Ft.,
e.4th Largest Tenant Sq. Ft. and
f.5th Largest Tenant Sq. Ft.

of each mortgaged property (except for the May & Ellis Building Mortgage Loan (as defined Note 5 of Exhibit 2 to Attachment A), which is described in the succeeding paragraph of this Item 19.), we calculated the:

i.Major % of Sq. Ft. # 1,
ii.Major % of Sq. Ft. # 2,
iii.Major % of Sq. Ft. # 3,
iv.Major % of Sq. Ft. # 4 and
v.Major % of Sq. Ft. # 5

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

 

Using the sum of the:

a.Largest Tenant Sq. Ft. and
b.2nd Largest Tenant Sq. Ft.

of the May & Ellis Building Mortgage Loan, in place of the “Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads),” we recalculated the:

i.Major % of Sq. Ft. # 1 and
ii.Major % of Sq. Ft. # 2

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

 

For each mortgaged property that does not have tenants, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<NAP>” for each of the characteristics listed in i. through v. above.

 

20.Using the:
a.Master Servicing Fee,
b.Primary Servicing Fee,
c.Sub Servicer Fee Rate,
d.Pari Passu Primary Servicing Fee,
e.Trustee/Administrator Fee,
f.CREFC Fee and
g.Operating Advisor Fee

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

   

 

Exhibit 1 to Attachment A

 

Multiple Property Loan Calculation Methodologies

 

Multiple Property Loan   Characteristic   Methodology Provided by the Mortgage Loan Sellers
         

·      Maize & Blue Portfolio

·      CityLine XIV Portfolio

·      Globe Chicago Industrial Portfolio

·      Columbus Industrial Portfolio

·      NC Self Storage Portfolio

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

·      DUMBO Heights Portfolio

·      Liberty Portfolio

·      Workspace

·      Shelbourne Global Portfolio I

 

  Original Balance ($), Cut-off Date Balance ($) and Maturity or ARD Balance ($)   The “Original Balance ($),” “Cut-off Date Balance ($)” and “Maturity or ARD Balance ($)” of the Multiple Property Loan are allocated pro-rata to the respective Underlying Properties using the Underlying Property original principal balance allocations for the Whole Loan (as defined in Note 18 of Exhibit 2 to Attachment A) that are stated in the applicable Source Document

 

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

 

Exhibit 2 to Attachment A

 Page 1 of 27

 

Compared Characteristics and Source Documents

 

Property Information:

 

Characteristic   Source Document(s)
     
Address (see Note 1)   Appraisal Report, Engineering Report, Phase I Environmental Report, Lease Agreement or Loan Agreement
City (see Note 1)   Appraisal Report, Engineering Report, Phase I Environmental Report or Lease Agreement
County   Appraisal Report, Engineering Report, Phase I Environmental Report or USPS Internet Site
State (see Note 1)   Appraisal Report, Engineering Report, Phase I Environmental Report or Lease Agreement
Zip Code   USPS Internet Site, Appraisal Report, Engineering Report, Phase I Environmental Report or Lease Agreement
General Property Type (see Note 2)   Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll
Property Type Code (see Notes 2 and 3)   Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll
Detailed Property Type (see Note 4)   Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll
Units of Measure (see Note 5)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report
Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads) (see Note 5)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Net Rentable Square Feet Number (see Note 6)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Net Rentable Square Feet Securitization Number (see Note 6)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Units Beds Rooms Number (see Note 6)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Units Beds Rooms Securitization Number (see Note 6)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Year Built   Appraisal Report, Engineering Report or Phase I Environmental Report
Year Renovated   Appraisal Report, Engineering Report or Phase I Environmental Report
Occupancy (see Note 5)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
   

 

Exhibit 2 to Attachment A

 Page 2 of 27

 

Property Information: (continued)

 

Characteristic   Source Document(s)
     
Occupancy As-of Date (see Note 5)   Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Second Most Recent Occupancy   Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report or Historical Occupancy Certification
Second Most Recent Occupancy Date   Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report or Historical Occupancy Certification
Third Most Recent Occupancy   Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report or Historical Occupancy Certification
Third Most Recent Occupancy Date   Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report or Historical Occupancy Certification

 

Third Party Information:

 

Characteristic   Source Document(s)
     
Appraised Value ($) (see Note 7)   Appraisal Report or Portfolio Appraisal Report
Appraisal As-of Date (see Note 7)   Appraisal Report or Portfolio Appraisal Report
”As is” Appraisal Value (see Note 7)   Appraisal Report
”As is” Date of Valuation (see Note 7)   Appraisal Report
Appraiser Designation (see Note 3)   Appraisal Report
FIRREA Compliant (Yes/No)   Appraisal Report
Engineering Report Date   Engineering Report
Environmental Report Date   Phase I Environmental Report
Date of Phase II Report (if applicable) (see Note 8)   Phase II Environmental Report
Date of Seismic Report (see Note 9)   Seismic Report
PML/SEL (%) (see Note 9)   Seismic Report
Single Tenant (Yes/No)   Borrower Rent Roll, Underwritten Rent Roll, Appraisal Report, Lease Agreement or Tenant Estoppel
Flood Zone Code (see Note 10)   Insurance Review Document, Engineering Report or http://www.floodmaps.com/zones.htm

 

   

 

Exhibit 2 to Attachment A

 Page 3 of 27

Insurance Information: (see Note 11)

 

Characteristic   Source Document(s)
     
Earthquake Insurance (Y/N)   Certificate of Property Insurance or Insurance Review Document
Terrorism Insurance (Y/N)   Certificate of Property Insurance or Insurance Review Document
Windstorm Insurance (Y/N) (see Note 4)   Certificate of Property Insurance or Insurance Review Document

Environmental Insurance (Y/N) (see Note 8) 

  Certificate of Environmental Insurance

 

Major Tenant Information: (see Notes 12 and 13)

 

Characteristic   Source Document(s)
     
Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Largest Tenant Sq. Ft.   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
Largest Tenant Lease Expiration (see Note 14)   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2nd Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2nd Largest Tenant Sq Ft.   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
2nd Largest Tenant Lease Expiration (see Note 14)   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3rd Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3rd Largest Tenant Sq. Ft.   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
3rd Largest Tenant Lease Expiration (see Note 14)   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4th Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4th Largest Tenant Sq. Ft.   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
4th Largest Tenant Lease Expiration (see Note 14)   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5th Largest Tenant   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5th Largest Tenant Sq. Ft.   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel
5th Largest Tenant Lease Expiration (see Note 14)   Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel

 

   

 

Exhibit 2 to Attachment A

 Page 4 of 27

Historical Financial & Underwriting Information: (see Note 15)

 

Characteristic   Source Document
     
Third Most Recent Operating Statements Date   Underwriter’s Summary Report
Third Most Recent EGI ($)   Underwriter’s Summary Report
Third Most Recent Expenses ($) (see Note 16)   Underwriter’s Summary Report
Third Most Recent NOI ($) (see Note 16)   Underwriter’s Summary Report
Third Most Recent Capital Items (see Note 16)   Underwriter’s Summary Report
Third Most Recent NCF   Underwriter’s Summary Report
Second Most Recent Operating Statements Date   Underwriter’s Summary Report
Second Most Recent EGI ($)   Underwriter’s Summary Report
Second Most Recent Expenses ($) (see Note 16)   Underwriter’s Summary Report
Second Most Recent NOI ($) (see Note 16)   Underwriter’s Summary Report
Second Most Recent Capital Items (see Note 16)   Underwriter’s Summary Report
Second Most Recent NCF   Underwriter’s Summary Report
Most Recent # of Months   Underwriter’s Summary Report
Most Recent Operating Statements Date   Underwriter’s Summary Report
Most Recent EGI ($)   Underwriter’s Summary Report
Most Recent Expenses ($) (see Note 16)   Underwriter’s Summary Report
Most Recent NOI ($) (see Note 16)   Underwriter’s Summary Report
Most Recent Capital Items (see Note 16)   Underwriter’s Summary Report
Most Recent NCF   Underwriter’s Summary Report
Underwritten Revenue ($)   Underwriter’s Summary Report
Underwritten EGI ($)   Underwriter’s Summary Report
Underwritten Expenses ($) (see Note 16)   Underwriter’s Summary Report
Underwritten NOI ($) (see Note 16)   Underwriter’s Summary Report
Underwritten Reserves ($) (see Note 16)   Underwriter’s Summary Report
Underwritten TI/LC ($)   Underwriter’s Summary Report
Underwritten NCF ($)   Underwriter’s Summary Report
UW Vacancy   Underwriter’s Summary Report
ADR ($) (see Note 17)   Underwriter’s Summary Report
RevPAR ($) (see Note 17)   Underwriter’s Summary Report

 

   

 

Exhibit 2 to Attachment A

 Page 5 of 27

Reserve and Escrow Information:

 

Characteristic   Source Document(s)
     
Monthly Tax Reserves ($)   Servicing Tape, Closing Statement, Loan Agreement or Loan Modification Agreement
Monthly Insurance Reserves ($)   Servicing Tape, Closing Statement, Loan Agreement or Loan Modification Agreement
Monthly Replacement Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Monthly TI/LC Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Upfront Other Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Monthly Other Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Other Reserves Description   Closing Statement, Loan Agreement or Loan Modification Agreement
Upfront Tax Reserves ($)   Servicing Tape, Closing Statement, Loan Agreement or Loan Modification Agreement
Upfront Insurance Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Upfront Replacement Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Upfront TI/LC Reserves ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Upfront Engineering Reserve ($)   Closing Statement, Loan Agreement or Loan Modification Agreement
Tax Reserve Springing Condition   Loan Agreement or Loan Modification Agreement
Insurance Reserve Springing Condition   Loan Agreement or Loan Modification Agreement
Replacement Reserve Cap   Loan Agreement or Loan Modification Agreement
Replacement Reserve Springing Condition   Loan Agreement or Loan Modification Agreement
TI/LC Reserve Cap   Loan Agreement or Loan Modification Agreement
TI/LC Reserve Springing Condition   Loan Agreement or Loan Modification Agreement
Other Reserve Cap   Loan Agreement or Loan Modification Agreement
Other Reserve Springing Condition   Loan Agreement or Loan Modification Agreement
   

 

Exhibit 2 to Attachment A

 Page 6 of 27

Reserve and Escrow Information: (continued)

 

Characteristic   Source Document(s)
     
Tax Reserve Interest to Borrower   Loan Agreement or Loan Modification Agreement
Insurance Reserve Interest to Borrower   Loan Agreement or Loan Modification Agreement
Replacement Reserve Interest to Borrower   Loan Agreement or Loan Modification Agreement
TI/LC Reserve Interest to Borrower   Loan Agreement or Loan Modification Agreement
Engineering Reserve Interest to Borrower   Loan Agreement or Loan Modification Agreement
Other Reserve Interest to Borrower   Loan Agreement or Loan Modification Agreement
Earnout/Holdback   Closing Statement, Loan Agreement or Loan Modification Agreement

Mortgage Loan Information:

 

Characteristic   Source Document(s)
     
Borrower   Promissory Note, Loan Agreement or Loan Modification Agreement
Is Borrower a DST (Delaware Statutory Trust)?   Promissory Note, Loan Agreement or Loan Modification Agreement
Guarantor (see Note 4)   Guaranty Agreement, Loan Agreement, Loan Modification Agreement or Environmental Indemnity
Payment Type Code (see Note 3)   Promissory Note, Loan Agreement or Loan Modification Agreement
Payment Frequency Code (see Note 3)   Promissory Note, Loan Agreement or Loan Modification Agreement
Original Balance ($) (see Note 18)  

For all Mortgage Loans:

·             Promissory Note, Loan Agreement or Loan Modification Agreement

For Underlying Properties associated with Multiple Property Loans:

·             Multiple Property Loan Calculation Methodologies

Loan Structure Code (see Note 3)   Promissory Note, Loan Agreement or Loan Modification Agreement
Non-Trust Pari Passu Original Balance (see Note 18)   Loan Agreement or Loan Modification Agreement
Interest Rate   Promissory Note, Loan Agreement or Loan Modification Agreement
Original Interest Rate Type Code (see Note 3)   Promissory Note, Loan Agreement or Loan Modification Agreement
Monthly Debt Service Payment (Initial) (see Notes 18, 19, 20 and 21)   Promissory Note, Loan Agreement or Loan Modification Agreement
Monthly Debt Service Payment (After IO) (see Notes 18, 19, 20 and 21)   Promissory Note, Loan Agreement or Loan Modification Agreement
   

 

Exhibit 2 to Attachment A

 Page 7 of 27

 

Mortgage Loan Information: (continued)

 

Characteristic   Source Document(s)
     
Pari Passu Companion Loan Monthly Debt Service ($) (see Note 18)   Promissory Note, Loan Agreement or Loan Modification Agreement
Non-Trust Pari Passu Monthly Debt Service Payment (Initial) (see Note 18)   Promissory Note, Loan Agreement or Loan Modification Agreement
Amortization Type   Promissory Note, Loan Agreement or Loan Modification Agreement
Interest Accrual Basis   Promissory Note, Loan Agreement or Loan Modification Agreement
Interest Accrual Method Code (see Note 3)   Promissory Note, Loan Agreement or Loan Modification Agreement
Interest Only Indicator (see Note 22)   Promissory Note, Loan Agreement or Loan Modification Agreement
Maturity or ARD Date (see Note 23)   Promissory Note, Loan Agreement or Loan Modification Agreement
ARD Loan (Yes/No)   Promissory Note, Loan Agreement or Loan Modification Agreement
Hyper Amortizing Date   Promissory Note, Loan Agreement or Loan Modification Agreement
Final Maturity Date   Promissory Note, Loan Agreement or Loan Modification Agreement
Payment Date   Promissory Note, Loan Agreement or Loan Modification Agreement
Grace Period (Late Fee)   Promissory Note, Loan Agreement or Loan Modification Agreement
Grace Period (Default)   Promissory Note, Loan Agreement or Loan Modification Agreement
Assumption Fee   Loan Agreement or Loan Modification Agreement
Origination Date   Promissory Note, Loan Agreement or Loan Modification Agreement
First Payment Date (see Note 24)   Promissory Note, Loan Agreement or Loan Modification Agreement
Lockbox (see Notes 4 and 25)   Cash Management Agreement, Loan Agreement or Clearing Account Agreement
Cash Management (see Note 26)   Cash Management Agreement, Loan Agreement or Clearing Account Agreement
Excess Cash Trap Trigger   Cash Management Agreement, Loan Agreement or Clearing Account Agreement
Prepayment Provisions (# of payments) (see Notes 27, 28 and 29)   Promissory Note, Loan Agreement or Loan Modification Agreement
Prepayment Type   Promissory Note, Loan Agreement or Loan Modification Agreement
Lockout Expiration Date (see Notes 27, 28 and 30)   Promissory Note, Loan Agreement or Loan Modification Agreement
Prepayment / Defeasance Begin Date (see Notes 27, 28 and 31)   Promissory Note, Loan Agreement or Loan Modification Agreement
   

 

Exhibit 2 to Attachment A

 Page 8 of 27

 

Mortgage Loan Information: (continued)

 

Characteristic   Source Document(s)
     
Prepayment / Defeasance End Date (see Notes 29 and 33)   Promissory Note, Loan Agreement or Loan Modification Agreement
Prepayment Lock Out End Date (see Notes 27, 28 and 32)   Promissory Note, Loan Agreement or Loan Modification Agreement
Yield Maintenance End Date (see Notes 29 and 34)   Promissory Note, Loan Agreement or Loan Modification Agreement
Prepayment Premiums End Date (see Notes 29 and 34)   Promissory Note, Loan Agreement or Loan Modification Agreement
Defeasance Option Start Date (see Notes 27, 28 and 35)   Promissory Note, Loan Agreement or Loan Modification Agreement
Prepayment Premium Indicator (see Note 36)   Promissory Note, Loan Agreement or Loan Modification Agreement
Partial Prepay or Release Allowed (Yes/No)   Promissory Note, Loan Agreement or Loan Modification Agreement
Partial Prepayment or Release Description   Promissory Note, Loan Agreement or Loan Modification Agreement
SPE   Loan Agreement or Loan Modification Agreement
Independent Director (Yes/No)   Loan Agreement or Loan Modification Agreement
Non-Consolidation Opinion (Yes/No)   Non-Consolidation Opinion, Loan Agreement or Loan Modification Agreement
Ownership Interest (see Note 4)   Final Title Policy, Marked Title Commitment, Pro Forma Title Policy or Title Policy Commitment
Lien Position   Final Title Policy, Marked Title Commitment, Pro Forma Title Policy or Title Policy Commitment
Lien Position Securitization Code (see Note 3)   Final Title Policy, Marked Title Commitment, Pro Forma Title Policy or Title Policy Commitment
Ground Lease Expiration (see Note 4)   Ground Lease Agreement or Ground Lease Abstract
Ground Lease Extension Terms   Ground Lease Agreement or Ground Lease Abstract
Annual Ground Lease Payment ($)   Ground Lease Agreement, Ground Lease Abstract, Ground Lease Rent Breakdown or Ground Lease Payment Support
Letter of Credit   Letter of Credit, Loan Agreement or Loan Modification Agreement
TIC   Loan Agreement or Loan Modification Agreement
Crossed With Other Loans   Cross-Collateralization Agreement
Existing Additional Sub Debt (Yes/No) (see Note 37)   Loan Agreement, Loan Modification Agreement or Secondary Financing Documents
Existing Additional Sub Debt Description (see Note 37)   Loan Agreement, Loan Modification Agreement or Secondary Financing Documents
Future Debt Permitted (Yes/No)   Loan Agreement or Loan Modification Agreement
Future Debt Permitted Type   Loan Agreement or Loan Modification Agreement
Future Debt Description   Loan Agreement or Loan Modification Agreement
Substitution Allowed (Yes/No)   Loan Agreement or Loan Modification Agreement
Substitution Description   Loan Agreement or Loan Modification Agreement
Property Manager   Management Agreement or Loan Agreement
   

 

Exhibit 2 to Attachment A

 Page 9 of 27

Mortgage Loan Information: (continued)

 

Characteristic   Source Document(s)
     
Franchise Flag   Franchise Agreement or Management Agreement
Franchise Agreement Expiration Date   Franchise Agreement or Management Agreement
Previous Securitization (see Note 38)   Bloomberg Screenshot or Trepp Screenshot

 

Notes:

 

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

characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences that are due to standard postal abbreviations.

 

2.For the purpose of comparing the “General Property Type” and “Property Type Code” characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the property type that accounts for the majority of the mortgaged property’s base rent (except for the mortgaged properties described in the succeeding paragraph of this Note 2), as shown in the applicable Source Document(s).

 

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

a.The Center at Carbon Beach,
b.May & Ellis Building and
c.Greystone Business Park,

each of which is secured by more than one property type, as shown in the applicable Source Document(s), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “Mixed Use” for the “General Property Type” characteristic and “MU” for the “Property Type Code” characteristic.

 

3.For the purpose of comparing the:
a.Property Type Code,
b.Appraiser Designation,
c.Payment Type Code,
d.Payment Frequency Code,
e.Loan Structure Code,
f.Original Interest Rate Type Code,
g.Interest Accrual Method Code and
h.Lien Position Securitization Code

characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the applicable Source Document(s) listed for each characteristic and the corresponding information relating to such characteristic that is contained in the EDGAR ABS XML Technical Specification Document.

   

 

Exhibit 2 to Attachment A

 Page 10 of 27

Notes: (continued)

 

4.For each Mortgage Loan and Underlying Property listed in Table A1, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the information in the “Provided Value” column for the applicable characteristic listed in Table A1, even though the corresponding information in the “Provided Value” column did not agree with the information in the “Source Document Value” column that was shown in the applicable Source Document(s).

 

Table A1:          
Mortgage Loan Seller Mortgage Loan Underlying Property Characteristic Source Document Value Provided Value
           
Citi Shops at Solaris NAP Detailed Property Type Unanchored Lifestyle Center
           
GACC Shelbourne Global Portfolio I 1515 Broad Street Detailed Property Type Office Industrial
           
GACC Moffett Towers – Buildings E, F, G   Detailed Property Type Suburban CBD
           
Citi DS Smith – Lester Prairie NAP Windstorm Insurance (Y/N) Unconfirmed No
           
JP Morgan Workspace NAP Guarantor

WPT Land 2 GP LLC; WPT Properties GP LLC; RV OP 2 GP LLC; RV OP 3 Lessee GP LLC, RV OP GP LLC

 

Workspace Property Trust, L.P.
GACC Courtyard at The Navy Yard NAP Lockbox Soft Springing Hard Hard
           
JP Morgan Overland Park Xchange NAP Ownership Interest Leasehold Fee Simple
           
Citi Liberty Portfolio Liberty Center at Rio Salado Ground Lease Expiration No Source Document Various

 

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

 

5.For the purpose of comparing the “Units of Measure,” “Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads)” and “Occupancy” characteristics for the Mortgage Loan identified on the Combined Data File as “May & Ellis Building” (the “May & Ellis Building Mortgage Loan”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to exclude the square footage associated with the retail component of the mortgaged property, as shown in the applicable Source Document(s).

 

For the purpose of comparing the “Occupancy As-of Date” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the last day of the month if the applicable Source Document(s) only indicated the month and year.

   

 

Exhibit 2 to Attachment A

 Page 11 of 27

Notes: (continued)

 

5. (continued)

 

For the mortgaged properties on the Combined Data File with the “Single Tenant (Yes/No)” characteristic as “Yes” (except for the mortgaged properties described in the succeeding paragraph of this Note 5), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the Cut-off Date of the related Mortgage Loan for the “Occupancy As-of Date” characteristic.

 

For the Underlying Properties that partially secure the Mortgage Loans identified on the Combined Data File as “Liberty Portfolio” (the “Liberty Portfolio Mortgage Loan”), “Workspace” (the “Workspace Mortgage Loan”) and “Shelbourne Global Portfolio I” and which have the “Single Tenant (Yes/No)” characteristic as “Yes” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the date in the applicable Source Document for the “Occupancy As-of Date” characteristic.

 

6.The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “Net Rentable Square Feet Number” and “Net Rentable Square Feet Securitization Number” characteristics only for mortgaged properties on the Combined Data File with the “General Property Type” characteristic as “Office,” “Retail,” “Industrial,” “Self Storage” or “Mixed Use.” For each mortgaged property on the Combined Data File that does not have the “General Property Type” characteristic as “Office,” “Retail,” “Industrial,” “Self Storage” or “Mixed Use,” the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “<blank>” for the “Net Rentable Square Feet Number” and “Net Rentable Square Feet Securitization Number” characteristics.

 

The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “Units Beds Rooms Number” and “Units Beds Rooms Securitization Number” characteristics only for:

a.Mortgaged properties on the Combined Data File with the “General Property Type” characteristic as “Hospitality” or “Multifamily” and
b.The May & Ellis Building Mortgage Loan, which is secured by a mixed use mortgaged property with a multifamily component.

Except for the May & Ellis Building Mortgage Loan, for each mortgaged property on the Combined Data File that does not have the “General Property Type” characteristic as “Hospitality” or “Multifamily,” the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “<blank>” for the “Net Rentable Square Feet Number” and “Net Rentable Square Feet Securitization Number” characteristics.

 

   

 

Exhibit 2 to Attachment A

 Page 12 of 27

 

Notes: (continued)

 

7.For the mortgaged properties on the Combined Data File with the “Appraisal Value As Is / Stabilized” characteristic as “As Stabilized” or “Hypothetical As Is” (except for the Mortgage Loan identified on the Combined Data File as “Outlet Shoppes at El Paso” (the “Outlet Shoppes at El Paso Mortgage Loan”), which is described in the succeeding paragraphs of this Note 7), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the corresponding appraised value and date associated with such appraised value, both as shown in the applicable Source Document, for the “Appraised Value ($)” and “Appraisal As-of Date” characteristics, respectively.

 

For the Outlet Shoppes at El Paso Mortgage Loan, the appraisal report Source Document contains:

a.An “As Is” appraised value of $130,600,000 (the “Outlet Shoppes at El Paso As Is Value”) with a corresponding valuation date of 27 July 2018,
b.An “As Is (Excess Land)” appraised value of $575,000 (the “Outlet Shoppes at El Paso Excess Land Value”) with a corresponding valuation date of 27 July 2018 and
c.A surplus land market value of $3,225,000 (the “Outlet Shoppes at El Paso Surplus Land Market Value”).

 

For the purpose of comparing the “Appraised Value ($)” characteristic for the Outlet Shoppes at El Paso Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to deduct the Outlet Shoppes At El Paso Surplus Land Market Value from the Outlet Shoppes at El Paso As Is Value.

 

For the purpose of comparing the “”As is” Appraisal Value” characteristic for the Outlet Shoppes at El Paso Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the sum of the Outlet Shoppes at El Paso As Is Value and Outlet Shoppes At El Paso Excess Land Value.

 

For the purpose of comparing the “Appraisal As-of Date” and “”As is” Date of Valuation” characteristics for the Outlet Shoppes at El Paso Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “7/27/2018.”

 

For the Mortgage Loan identified on the Combined Data File as “Market Square” (the “Market Square Mortgage Loan”), the appraisal report Source Document contains:

a.An “As Is” appraised value of $12,000,000 (the “Market Square As Is Value”) with a corresponding valuation date of 5 July 2018 and
b.An “As Is (Excess Land)” appraised value of $1,500,000 (the “Market Square Excess Land Value”) with a corresponding valuation date of 5 July 2018.

 

For the purpose of comparing the “Appraised Value ($)” and “”As is” Appraisal Value” characteristics for the Market Square Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the sum of the Market Square As Is Value and Market Square Excess Land Value.

   

 

Exhibit 2 to Attachment A

 Page 13 of 27

 

Notes: (continued)

 

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

 

For the purpose of comparing the “Environmental Insurance (Y/N)” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “Yes” if there is a certificate of environmental insurance Source Document in the related loan file which indicates that environmental insurance is in place.

 

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

 

10.For the purpose of comparing the “Flood Zone Code” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures only for those mortgaged properties (if any) which are located in flood zones with at least a 1% annual chance of flooding, as shown in the applicable Source Document(s). If the applicable Source Document(s) indicate the mortgaged property was:
a.Not located in a flood zone or
b.Located in flood zone “X,”

the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “No” for the “Flood Zone Code” characteristic.

 

11.For the purpose of comparing the “Insurance Information” characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the applicable Source Document(s) even if such Source Document(s) expired prior to the Cut-off Date.

 

12.For the purpose of comparing the “Major Tenant Information” characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to consider the tenant that pays the higher monthly rent as the larger tenant for tenants with the same square footage, all as shown in the applicable Source Document(s).

 

   

 

Exhibit 2 to Attachment A

 Page 14 of 27

 

Notes: (continued)

 

13.For the purpose of comparing the “Major Tenant Information” characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to combine multiple spaces leased by the same tenant only if the lease for each space has the same lease expiration date (except for the mortgaged properties described in the succeeding paragraphs of this Note 13), all as shown in the applicable Source Document(s).

 

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property identified on the Combined Data File as “Liberty Center at Rio Salado” which partially secures the Liberty Portfolio Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to combine the spaces leased by the tenant identified as “Centene Management Company, LLC” in the underwritten rent roll Source Document, and to use the lease expiration date for the lease associated with the related space that has the largest square footage.

 

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property that secures the Mortgage Loan identified on the Combined Data File as “Moffett Towers – Buildings E,F,G,” the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to combine the spaces leased by the tenant identified as “Amazon” in the underwritten rent roll Source Document, and to use the lease expiration date for the lease associated with the related space that has the latest lease expiration date.

 

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property identified on the Combined Data File as “1500 Liberty Ridge Drive” which partially secures the Workspace Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to combine the spaces leased by the tenant identified as “ELAP Services, LLC” in the underwritten rent roll Source Document, and to use the lease expiration date for the lease associated with the related space that has the largest square footage.

 

For the purpose of comparing the “Major Tenant Information” characteristics for the mortgaged property that secures the Mortgage Loan identified on the Combined Data File as “Aon Center” (the “Aon Center Mortgage Loan”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to combine the spaces leased by the tenant identified as “Integrys Business Support, LLC” in the underwritten rent roll Source Document, and to show both lease expiration dates for the two spaces leased by such tenant.

 

For the purpose of comparing the “Major Tenant Information” characteristics for the Workspace Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for the:

  a. 4th Largest Tenant,

  b. 4th Largest Tenant Sq. Ft.,

  c. 4th Largest Tenant Lease Expiration,

  d. 5th Largest Tenant,

  e. 5th Largest Tenant Sq. Ft. and

  f. 5th Largest Tenant Lease Expiration

characteristics.

   

 

Exhibit 2 to Attachment A

 Page 15 of 27

 

Notes: (continued)

 

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

characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the last day of the month if the applicable Source Document(s) only indicated the month and year of expiration.

 

15.For the purpose of comparing the “Historical Financial & Underwriting Information” characteristics that are expressed as dollar values, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences of +/- $2 or less.

 

16.For the purpose of comparing the:
a.Third Most Recent Expenses ($),
b.Third Most Recent NOI ($),
c.Third Most Recent Capital Items,
d.Second Most Recent Expenses ($),
e.Second Most Recent NOI ($),
f.Second Most Recent Capital Items,
g.Most Recent Expenses ($),
h.Most Recent NOI ($),
i.Most Recent Capital Items,
j.Underwritten Expenses ($),
k.Underwritten NOI ($) and
l.Underwritten Reserves ($)

characteristics for each Mortgage Loan and Underlying Property on the Combined Data File with the “General Property Type” characteristic as “Hospitality” (the “Hospitality Properties”) and “Mortgage Loan Seller” characteristic as “JPMCB,” we were instructed by the applicable Mortgage Loan Seller(s), on behalf of the Depositor, to increase the “expenses” and to decrease the applicable “capital items,” “reserves” and “NOI,” as applicable, that are shown in the underwriter’s summary report Source Document by the “FF&E reserve” amount that is shown in the underwriter’s summary report Source Document.

 

17.The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “ADR ($)” and “RevPAR ($)” characteristics only for Hospitality Properties. For each Mortgage Loan and Underlying Property on the Combined Data File that is not a Hospitality Property, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “NAP” for the “ADR ($)” and RevPAR ($)” characteristics.

 

For the purpose of comparing the “ADR ($)” and “RevPAR ($)” characteristics for the Hospitality Properties, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the “underwritten” values, as applicable, as shown in the applicable Source Document.

 

   

 

Exhibit 2 to Attachment A

 Page 16 of 27

 

Notes: (continued)

 

18.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, indicated that the Mortgage Loans listed in Table A2 (each, a “Pari Passu Mortgage Loan”) are each comprised of one or more portions of a mortgage whole loan (each, a “Whole Loan”), which also has one or more pari-passu portions that will not be assets of the Issuing Entity (each, a “Companion Loan”). Additionally, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, indicated that:
a.With respect to the Mortgage Loan identified on the Combined Data File as “DUMBO Heights Portfolio” (the “DUMBO Heights Portfolio Mortgage Loan”), which is a Pari Passu Mortgage Loan, the related Whole Loan (the “DUMBO Heights Portfolio Whole Loan”) also has two B-Notes that will not be assets of the Issuing Entity (the “DUMBO Heights Portfolio B-Notes”),
b.With respect to the Aventura Mall Mortgage Loan, which is a Pari Passu Mortgage Loan, the related Whole Loan (the “Aventura Mall Whole Loan”) also has four B-Notes that will not be assets of the Issuing Entity (the “Aventura Mall B-Notes”),
c.With respect to the Workspace Mortgage Loan, which is a Pari Passu Mortgage Loan, the related Whole Loan (the “Workspace Whole Loan”) also has fourteen B-Notes that will not be assets of the Issuing Entity (the “Workspace B-Notes”) and
d.With respect to the Aon Center Mortgage Loan, which is a Pari Passu Mortgage Loan, the related Whole Loan (the “Aon Center Whole Loan”) also has one B-Note that will not be an asset of the Issuing Entity (the “Aon Center B-Note”).

 

For each Whole Loan listed in Table A2, the applicable Source Document or other schedule provided by the applicable Mortgage Loan Seller(s), on behalf of the Depositor (each, a “Client Provided Schedule,” together with the Source Documents, the “Data Sources”), that is listed in the “Data Source” column of Table A2 indicates that the Whole Loan was split into multiple note components which are pari passu with each other, and also, with respect to the DUMBO Heights Portfolio Whole Loan, Aventura Mall Whole Loan, Workspace Whole Loan and Aon Center Whole Loan, one or more components that are subordinate to the related Mortgage Loan and Companion Loan(s) (each such component, a “Note Component”), which are listed in the “Note Component(s)” column of Table A2.

   

 

Exhibit 2 to Attachment A

 Page 17 of 27

 

Notes: (continued)

 

18. (continued)

 

Table A2:
Whole Loan Mortgage Loan Seller Mortgage Loan and Companion Loan(s) Note Component(s) Amortization Type Data Source
           
Moffett Towers – Buildings E,F,G GACC

Mortgage Loan

Companion Loans

A-1-2, A-1-3, A-4

A-1-1, A-1-4, A-2-1, A-2-2, A-3, A-5, A-6, A-7

Interest Only Loan Modification Agreement
           
DUMBO Heights Portfolio Citi

Mortgage Loan

Companion Loans

B-Notes

A-1-A, A-3-B

A-1-B, A-2, A-3-A,
B-1, B-2

Interest Only Client Provided Schedule
           
Aventura Mall JP Morgan

Mortgage Loan

Companion Loans

 

 

 

 

 

 

 

A-2-A-3

A-1-A, A-1-B, A-1-C, A-1-D, A-2-A-1, A-2-A-2, A-2-A-4, A-2-A-5, A-2-B-1, A-2-B-2-A, A-2-B-2-B, A-2-B-2-C, A-2-B-3,

A-2-B-4, A-2-B-5, A-2-C-1, A-2-C-2, A-2-C-3, A-2-C-4, A-2-C-5, A-2-D-1, A-2-D-2, A-2-D-3, A-2-D-4, A-2-D-5

Interest Only Client Provided Schedule
    B-Notes B-1, B-2, B-3, B-4     
           
Liberty Portfolio Citi

Mortgage Loan

Companion Loans

A-1, A-3

A-2, A-4, A-5, A-6, A-7, A-8

Interest Only Loan Agreement
           
Shops at Solaris Citi

Mortgage Loan

Companion Loan

A-1

A-2

Interest Only Loan Agreement
           
636 11th Avenue JP Morgan

Mortgage Loan

Companion Loans

A-2-A

A-1, A-2-B, A-3, A-4, A-5

Interest Only, ARD Draft Promissory Notes(1) and Draft Loan Modification Agreement
           
Workspace JP Morgan

Mortgage Loan

Companion Loans

 

  

A-FX-C-3, B-FX-C-3

A-FX-C-1, A-FX-C-2, A-FX-C-4, B-FX-C-1, B-FX-C-2, B-FX-C-4, A-FL, B-FL, A-FX, B-FX

Interest Only Client Provided Schedule
    B-Notes C-FL, D-FL, E-FL, F-FL, G-FL, H-FL, HRR-FL, C-FX, D-FX, E-FX, F-FX, G-FX, H-FX, HRR-FX    
           
Outlet Shoppes at El Paso  GACC

Mortgage Loan

Companion Loan

A-1-B, A-2, A-3, A-4

A-1-A

 

Amortizing Balloon Loan Modification Agreement
             

 

   

 

Exhibit 2 to Attachment A

 Page 18 of 27

 

Notes: (continued)

 

18. (continued)

 

Table A2: (continued)
Whole Loan Mortgage Loan Seller Mortgage Loan and Companion Loan(s) Note Component(s) Amortization Type Data Source
           
Overland Park Xchange JP Morgan

Mortgage Loan

Companion Loans

A-1

A-2-A, A-2-B

Interest Only Loan Modification Agreement
           
Phoenix Marriott Tempe at the Buttes Citi

Mortgage Loan

Companion Loan

A-2

A-1

Amortizing Balloon Client Provided Schedule
           
Aon Center JP Morgan

Mortgage Loan

Companion Loans

B-Note

A-3

A-1, A-2, A-4

B

Interest Only Loan Modification Agreement
           
Concord Plaza Citi

Mortgage Loan

Companion Loan

A-2

A-1

Interest Only, then Amortizing Loan Modification Agreement
           
Shelbourne Global Portfolio I GACC

Mortgage Loan

Companion Loans

A-1, A-6, A-7

A-2, A-3, A-4, A-5

Interest Only Loan Agreement
           
192 Lexington Avenue Citi

Mortgage Loan

Companion Loan

A-1

A-2

Interest Only Client Provided Schedule

 

(1) The applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to treat any draft promissory notes and draft loan modification agreement as final.

 

For the avoidance of doubt, with respect to the DUMBO Heights Portfolio Mortgage Loan, Aventura Mall Mortgage Loan, Workspace Mortgage Loan and Aon Center Mortgage Loan, all references herein to the related Companion Loans exclude the DUMBO Heights Portfolio B-Notes, Aventura Mall B-Notes, Workspace B-Notes and Aon Center B-Note, respectively.

 

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

 

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

 

   

 

Exhibit 2 to Attachment A

 Page 19 of 27

 

Notes: (continued)

 

18. (continued)

 

For the purpose of comparing the “ Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics for each Pari Passu Mortgage Loan with “Interest Only” or “Interest Only, ARD” listed in the “Amortization Type” column of Table A2 (except for the Workspace Mortgage Loan, which is described in the succeeding paragraph of this Note 18), and all of which have the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” as 1/12th of the product of:

a.The “Non-Trust Pari Passu Original Balance,” as shown on the Combined Data File,
b.The “Interest Rate,” as shown on the Combined Data File, and

  c. 365/360.

 

For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics for the Workspace Mortgage Loan, which has “Interest Only” listed in the “Amortization Type” column of Table A2 and which has the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial”) as 1/12th of the product of:

  a. The “Non-Trust Pari Passu Original Balance,” as shown on the Combined Data File,

b.The interest rate for the related Companion Loans, as shown in the applicable Data Source(s), and the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use a LIBOR assumption of 2.09000% for the floating rate components of the related Companion Loans, and

  c. 365/360.

 

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

 

For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics for each Amortizing Balloon Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the pro-rata portion of the monthly debt service for the related Whole Loan that is shown in the applicable Data Source, based on the ratio of the aggregate original balance of the related Companion Loan(s) to the original balance of the related Whole Loan, all as shown in the applicable Data Source.

   

 

Exhibit 2 to Attachment A

 Page 20 of 27

 

Notes: (continued)

 

18. (continued)

 

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

 

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

 

For the purpose of comparing the “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristic for the Partial I/O Pari Passu Mortgage Loan, which has the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” as 1/12th of the product of:

a.The “Non-Trust Pari Passu Original Balance,” as shown on the Combined Data File,
b.The “Interest Rate,” as shown on the Combined Data File, and
c.365/360.

 

For each Mortgage Loan that is not a Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for the “Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics and “NAP” for the “Non-Trust Pari Passu Original Balance” characteristic.

 

19.For the purpose of comparing the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics for the Mortgage Loans on the Combined Data File with the “Amortization Type” characteristic as “Interest Only” or “Interest Only, ARD” (collectively, the “Interest Only Loans”), all of which have the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics as 1/12th of the product of:
a.The “Original Balance ($),” as shown on the Combined Data File,
b.The “Interest Rate,” as shown on the Combined Data File, and

  c. 365/360.

 

   

 

Exhibit 2 to Attachment A

 Page 21 of 27

 

Notes: (continued)

 

20.For the purpose of comparing the “Monthly Debt Service Payment (Initial)” characteristic for the Mortgage Loans on the Combined Data File with the “Amortization Type” characteristic as “Interest Only, then Amortizing” (collectively, the “Partial I/O Loans”), all of which have the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Monthly Debt Service Payment (Initial)” characteristic as 1/12th of the product of:
a.The “Original Balance ($),” as shown on the Combined Data File,
b.The “Interest Rate,” as shown on the Combined Data File and
c.365/360.

 

For the purpose of comparing the “Monthly Debt Service Payment (After IO)” characteristic for the Partial I/O Loans (except for the Partial I/O Pari Passu Mortgage Loan, which is described in Note 18 above), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the monthly payment following the expiration of the “Original Interest Only Period (Months),” as shown in the applicable Source Document(s).

 

21.For the purpose of comparing the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics for the Mortgage Loans on the Combined Data File with the “Amortization Type” characteristic as “Amortizing Balloon” (except for the Amortizing Balloon Pari Passu Mortgage Loans, which are described in Note 18 above, and the Mortgage Loan identified on the Combined Data File as “Castleton Commons & Square” (the “Castleton Commons & Square Mortgage Loan”), which is described in the succeeding paragraph of this Note 21), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the monthly payment, as shown in the applicable Source Document(s).

 

For the purpose of comparing the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics for the Castleton Commons & Square Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the average of the first 12 monthly principal and interest payments following the Cut-off Date for the Castleton Commons & Square Mortgage Loan, as shown on the amortization schedule in the loan agreement Source Document (the “Castleton Commons & Square Mortgage Amortization Schedule”).

 

22.For the purpose of comparing the “Interest Only Indicator” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “true” for each Interest Only Loan and Partial I/O Loan.  For each Mortgage Loan that is not an Interest Only Loan or Partial I/O Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “false” for the “Interest Only Indicator” characteristic.

 

23.For the purpose of comparing the “Maturity or ARD Date” characteristic for the Mortgage Loans on the Combined Data File with the “ARD Loan (Yes/No)” characteristic as “Yes,” the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the anticipated repayment date, as shown in the applicable Source Document.
   

 

Exhibit 2 to Attachment A

 Page 22 of 27

 

Notes: (continued)

 

24.For the purpose of comparing the “First Payment Date” characteristic for each Mortgage Loan on the Combined Data File (except for the Workspace Mortgage Loan, which is described in the succeeding paragraph of this Note 24), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to assume that the “First Payment Date” is the “Payment Date” following the end of the first full interest accrual period, as shown in the applicable Source Document(s).

 

For the purpose of comparing the “First Payment Date” characteristic for the Workspace Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “7/1/2018.”

 

25.For the purpose of comparing the “Lockbox” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the following definitions:
a.Hard – the borrower is required to direct the tenants to pay rents directly to a lockbox account controlled by the lender. Hospitality properties are considered to have a hard lockbox if credit card receivables are required to be deposited directly into the lockbox account even though cash, checks or “over the counter” receipts are deposited by the manager of the related mortgaged property into the lockbox account controlled by the lender,
b.Soft – the related borrower is required to deposit or cause the property manager to deposit all rents collected into a lockbox account. Hospitality and multifamily properties are considered to have a soft lockbox if credit card receivables, cash, checks or “over the counter” receipts are deposited into the lockbox account by the borrower or property manager,
c.Springing Hard – a lockbox is not currently in place, but the applicable Source Document(s) require the imposition of a hard lockbox upon the occurrence of an event of default or one or more specified trigger events under the applicable Source Document(s),
d.Springing Soft - a lockbox is not currently in place, but the applicable Source Document(s) require the imposition of a soft lockbox upon the occurrence of an event of default or one or more specified trigger events under the applicable Source Document(s) and
e.Soft Springing Hard – the related borrower is required to deposit, or cause the property manager to deposit, all rents collected into a lockbox account until the occurrence of an event of default under the applicable Source Document(s) or one or more specified trigger events, at which time the lockbox account converts to a hard lockbox.

 

26.For the purpose of comparing the “Cash Management” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the following definitions:
a.In Place – funds directed into a lockbox, such funds are generally not made immediately available to the related borrower, but instead are forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related applicable Source Document(s) with any excess remitted to the related borrower (unless an event of default under the applicable Source Document(s) or one or more specified trigger events have occurred and are outstanding), generally on a daily basis and
   

 

Exhibit 2 to Attachment A

 Page 23 of 27

 

Notes: (continued)

 

26. (continued)

 

b.Springing – until the occurrence of an event of default under the applicable Source Document(s) or one or more specified trigger events, revenue from the lockbox (if any) is forwarded to an account controlled by the related borrower or is otherwise made available to the related borrower. Upon the occurrence of an event of default or such a trigger event, the applicable Source Document(s) require the related revenue to be forwarded to a cash management account controlled by the lender and the funds are disbursed according to the related applicable Source Document(s).

 

27.For the purpose of comparing the:
a.Prepayment Provisions (# of payments),
b.Lockout Expiration Date,
c.Prepayment / Defeasance Begin Date,
d.Prepayment Lock Out End Date and
e.Defeasance Option Start Date

characteristics for each Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to assume that the entire “Loan” (as defined in the applicable Data Source(s)) has been securitized.

 

28.For certain Mortgage Loans contributed by JP Morgan, the applicable Source Document(s) contain one of the following defined terms:

 

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

 

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

 

For the purpose of comparing the:

a.Prepayment Provision (# of payments),
b.Lockout Expiration Date,
c.Prepayment / Defeasance Begin Date,
d.Prepayment Lock Out End Date and
e.Defeasance Option Start Date

characteristics for the Mortgage Loans which contain either of the defined terms described above in the applicable Source Document(s), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to assume that the “first Payment Date” is the “Payment Date” after the end of the first full interest accrual period, as shown in the applicable Source Document(s).

 

   

 

Exhibit 2 to Attachment A

 Page 24 of 27

 

Notes: (continued)

 

29.For certain Mortgage Loans contributed by GACC, the applicable Source Document(s) contain the following open prepayment description:

 

Borrower(s) may prepay the entire principal balance of the Note and any other amounts outstanding under the Note, this Agreement, or any of the other Loan Documents, without payment of the Prepayment Fee or any other prepayment premium, penalty or fee, on any Business Day on or after the Open Prepayment Date.

 

For the purposes of comparing the:

a.Prepayment Provision (# of Payments),
b.Prepayment/Defeasance End Date,
c.Yield Maintenance End Date and
d.Prepayment Premiums End Date

characteristics for the Morgage Loans which contain the language above in the applicable Source Document(s), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to ignore “Business Day” in the above description.

 

30.For the purpose of comparing the “Lockout Expiration Date” characteristic for each Mortgage Loan (except for the Workspace Mortgage Loan, which is described in the succeeding paragraph of this Note 30), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” in the defeasance period for Mortgage Loans that allow for defeasance and the day prior to the first “Payment Date” in the yield maintenance period for Mortgage Loans that can be prepaid with yield maintenance, all as shown in the applicable Source Document(s). For Mortgage Loans that allow for both defeasance and prepayment with yield maintenance following a lockout period, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the earlier of the dates described in the preceding sentence for the purpose of comparing the “Lockout Expiration Date” characteristic.

For the Workspace Mortgage Loan, for which there is no lockout period, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the “Lockout Expiration Date” characteristic.

 

31.For the purpose of comparing the “Prepayment / Defeasance Begin Date” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the first “Payment Date” in the defeasance period for Mortgage Loans that allow for defeasance and the first “Payment Date” in the yield maintenance period for Mortgage Loans that can be prepaid with yield maintenance, all as shown in the applicable Source Document(s). For Mortgage Loans that allow for both defeasance and prepayment with yield maintenance, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the earlier of the dates described in the preceding sentence for the purpose of comparing the “Prepayment / Defeasance Begin Date” characteristic.
   

 

Exhibit 2 to Attachment A

 Page 25 of 27

 

Notes: (continued)

 

32.For the purpose of comparing the “Prepayment Lock Out End Date” characteristic for each Mortgage Loan (except for the Workspace Mortgage Loan, which is described in the succeeding paragraph of this Note 32), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” in the open period for Mortgage Loans that allow for defeasance and the day prior to the first “Payment Date” in the yield maintenance period for Mortgage Loans that can be prepaid with yield maintenance, all as shown in the applicable Source Document(s). For Mortgage Loans that allow for both defeasance and prepayment with yield maintenance following a lockout period, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the earlier of the dates described in the preceding sentence for the purpose of comparing the “Prepayment Lock Out End Date” characteristic.

 

For the Workspace Mortgage Loan, for which there is no lockout period, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the “Prepayment Lock Out End Date” characteristic.

 

33.For the purpose of comparing the “Prepayment / Defeasance End Date” characteristic for each Mortgage Loan, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” in the open period, as shown in the applicable Source Document(s).

 

34.For the purpose of comparing the “Yield Maintenance End Date” and “Prepayment Premiums End Date” characteristics for Mortgage Loans that can be prepaid with yield maintenance or allow for defeasance and also permit the Mortgage Loan to be prepaid with yield maintenance, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” in the open period, as shown in the applicable Source Document(s). For Mortgage Loans that cannot be prepaid with yield maintenance, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for the “Yield Maintenance End Date” and “Prepayment Premiums End Date” characteristics.

 

35.For the purpose of comparing the “Defeasance Option Start Date” characteristic for Mortgage Loans that allow for defeasance, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the first “Payment Date” in the defeasance period, as shown in the applicable Source Document(s). For Mortgage Loans that do not allow for defeasance, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for the “Defeasance Option Start Date” characteristic.

 

36.For the purpose of comparing the “Prepayment Premium Indicator” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use “true” for each Mortgage Loan that can be prepaid with yield maintenance or allows for defeasance and also permits the Mortgage Loan to be prepaid with yield maintenance. For Mortgage Loans that cannot be prepaid with yield maintenance, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “false” for the “Prepayment Premium Indicator” characteristic.
   

 

Exhibit 2 to Attachment A

 Page 26 of 27

 

Notes: (continued)

 

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

characteristics, either:

i.The loan agreement and/or loan modification agreement Source Documents describe the existence of any additional debt or
ii.The applicable Mortgage Loan Seller(s), on behalf of the Depositor, provided us with certain mezzanine or subordinate loan agreements, B-notes, intercreditor agreements, co-lender agreements and/or other secondary financing documents, if applicable (collectively, the “Secondary Financing Documents”) that describe the existence of any additional debt, or in the case of:
a.The DUMBO Heights Mortgage Loan, the related Client Provided Schedule,
b.The Aventura Mall Mortgage Loan, the related Client Provided Schedule,
c.The Workspace Mortgage Loan, the related Client Provided Schedule and
d.The Castleton Commons & Square Mortgage Loan, an amortization schedule, as shown in the mezzanine loan agreement Source Document (the “Castleton Commons & Square Mezzanine Amortization Schedule”),

each which describe the existence of additional debt.

 

It is possible that other documents not provided to us would indicate additional existing secondary financing. Other than the information indicated in the loan agreement and/or loan modification agreement Source Documents, Client Provided Schedules, Castleton Commons & Square Mezzanine Amortization Schedule or Secondary Financing Documents provided to us by the applicable Mortgage Loan Seller(s), on behalf of the Depositor, we could not determine whether there is other existing secondary financing.

 

For the purpose of comparing the:

  a. Existing Additional Sub Debt (Yes/No) and

  b. Existing Additional Sub Debt Description

                  

characteristics for each Mortgage Loan with Additional Debt (as defined in Item 14. of Attachment A), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to not include any related Companion Loan(s).

 

For each Mortgage Loan which does not have additional debt (based on the procedures described in the preceding paragraphs of this Note 37), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use:

a.“No” for the “Existing Additional Sub Debt (Yes/No)” characteristic and
b.“None” for the “Existing Additional Sub Debt Description” characteristic.
   

 

Exhibit 2 to Attachment A

 Page 27 of 27

 

Notes: (continued)

 

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

 

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

   

 

Exhibit 3 to Attachment A

Page 1 of 3

 

Provided Characteristics

 

  Characteristic  
     
  Property Name  
  Mortgage Loan  
  Originator Name  
  Mortgage Loan Seller  
  Property Flag  
  # of Properties  
  Appraisal Value As Is / Stabilized  
  Earnout/Holdback Description  
  Loan Purpose  
  Owner Occupancy > 5%  
  Sponsor  
  Confirm Required Repairs are Escrowed at 125% (Yes/No)  
  Controlling Note (Yes/No)  
  Sub Serviced (Y/N)  
  Sub Servicer Name  
  Sub Servicer Fee Rate  
  Sub Servicer Cashiering  
  Master Servicing Fee  
  Primary Servicing Fee  
  Trustee/Administrator Fee  
  Operating Advisor Fee  
  CREFC Fee  
  Pari Passu Primary Servicing Fee  
  Credit Estimate  
  Asset Type Number  
  Group ID  
  Reporting Period Beginning Date  
  Reporting Period End Date  
  Underwriting Indicator  
  Balloon Indicator  
  Negative Amortization Indicator  
  Modified Indicator  
  Arm Index Code  
  First Rate Adjustment Date  
  First Payment Adjustment Date  
  ARM Margin Number  
  Lifetime Rate Cap Percentage  
  Lifetime Rate Floor Percentage  
  Periodic Rate Increase Limit Percentage  
  Periodic Rate Decrease Limit Percentage  
  Periodic Payment Adjustment Maximum Amount  
  Periodic Payment Adjustment Maximum Percent  
   

 

Exhibit 3 to Attachment A

Page 2 of 3

 

  Characteristic  
     
  Rate Reset Frequency Code  
  Payment Reset Frequency Code  
  Index Lookback Days Number  
  Maximum Negative Amortization Allowed Percentage  
  Maximum Negative Amortization Allowed Amount  
  Negative Amortization Deferred Interest Cap Amount  
  Deferred Interest Cumulative Amount  
  Deferred Interest Collected Amount  
  Most Recent Valuation Amount  
  Most Recent Valuation Date  
  Most Recent Valuation Source Code  
  Property Status Code  
  Defeased Status Code  
  Largest Tenant  
  Second Largest Tenant  
  Third Largest Tenant  
  Lease Expiration Largest Tenant Date  
  Lease Expiration Second Largest Tenant Date  
  Lease Expiration Third Largest Tenant Date  
  Net Operating Income Net Cash Flow Securitization Code  
  Net Operating Income Net Cash Flow Code  
  Most Recent Debt Service Amount  
  Debt Service Coverage Securitization Code  
  Most Recent Debt Service Coverage Code  
  Asset Added Indicator  
  Report Period Modification Indicator  
  Report Period End Actual Balance Amount  
  Other Interest Adjustment Amount  
  Unscheduled Principal Collected Amount  
  Other Principal Adjustment Amount  
  Servicing Advance Method Code  
  Non Recoverability Indicator  
  Total Principal Interest Advanced Outstanding Amount  
  Total Taxes Insurance Advances Outstanding Amount  
  Other Expenses Advanced Outstanding Amount  
  Payment Status Loan Code  
  Arm Index Rate Percentage  
  Next Interest Rate Percentage  
  Next Interest Rate Change Adjustment Date  
  Next Payment Adjustment Date  
  Primary Servicer Name  
  Most Recent Special Servicer Transfer Date  
  Most Recent Master Servicer Return Date  
  Asset Subject Demand Indicator  
  Asset Subject Demand Status Code  
   

 

Exhibit 3 to Attachment A

Page 3 of 3

 

  Characteristic  
     
  Repurchase Amount  
  Demand Resolution Date  
  Repurchaser Name  
  Repurchase Replacement Reason Code  
  Realized Loss To Trust Amount  
  Liquidation Prepayment Code  
  Liquidation Prepayment Date  
  Prepayment Premium Yield Maintenance Received Amount  
  Workout Strategy Code  
  Last Modification Date  
  Modification Code  
  Post Modification Interest Percentage  
  Post Modification Payment Amount  
  Post Modification Maturity Date  
  Post Modification Amortization Period Amount  
  Most Recent Debt Service Amount  
  Most Recent Debt Service Coverage Net Operating Income Percentage  
  Most Recent Debt Service Coverage Net Cash Flow Percentage  

 

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