Exhibit 99.1
Report of Independent Accountants on Applying
Agreed-Upon Procedures
Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”)
Deutsche Bank Securities Inc. (“DBSI”)
German American Capital Corporation (“GACC”)
Cantor Commercial Real Estate Lending, L.P. (“CCRE”)
Citi Real Estate Funding Inc. (“CREFI”)
MUFG Union Bank, N.A. d/b/a MUFG Principal Commercial Capital (“MUFG”, together with GACC, CCRE, and CREFI, the “Loan Sellers”)
We (“us” or “PwC”) have performed the procedures enumerated below, which were agreed to by the Depositor, DBSI, Loan Sellers, Cantor Fitzgerald & Co., Citigroup Global Markets Inc., MUFG Securities Americas Inc., Academy Securities, Inc. and Drexel Hamilton, LLC, who are collectively referred to herein as the “Specified Parties”, solely to assist you on the procedures enumerated below with respect to CD 2019-CD8 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8 (the “Transaction”). GACC, CCRE, CREFI and Principal Real Estate Investors, LLC are responsible for the accuracy of the information contained in the Final Data File (the “Responsible Parties”). The sufficiency of these procedures is solely the responsibility of the Specified Parties. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.
Procedures and Findings
In connection with the Transaction, the Specified Parties have requested that the procedures be performed on the thirty-three (33) loans secured by fifty-eight (58) properties, herein referred to as the (“Underlying Collateral”), which represents the entire population of collateral within the Transaction.
This agreed-upon procedures engagement was not conducted for the purpose of satisfying any criteria for due diligence published by a nationally recognized statistical rating organization.
In addition, PwC should not be regarded as having in any way warranted or given any assurance as to the following items:
| · | The completeness, accuracy, appropriateness, quality or integrity of any of the information provided by the Responsible Parties, or any other party for purposes of PwC performing the procedures agreed to by the Specified Parties. The procedures performed would not necessarily reveal any material misstatement of the amounts, balances, ratios, percentages or other relationships of the information included in the data provided to us; |
| · | The conformity of the origination of the assets to stated underwriting or credit extension guidelines, standards, criteria or other requirements; |
| · | The value of collateral securing such assets; and |
| · | The compliance of the originator of the assets with federal, state, and local laws and regulations. |
We have not performed any procedures with respect to the fair value of the securities being offered in the Transaction and PwC expresses no opinion on the current fair value of these securities. PwC
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should not be regarded as having performed any procedures other than those detailed in this report.
With respect to any terms or requirements of the offering documents that do not appear in the exhibits, we performed no procedures and, accordingly, the procedures we performed would not ensure that any requirements are satisfied. Further, we have performed only the following agreed-upon procedures and therefore make no representations regarding the adequacy of disclosures or whether any material facts have been omitted from the offering documents.
It should be understood that we make no representations as to:
| (i) | The interpretation of Transaction documents (including, but not limited to, indenture agreements or offering documents) included in connection with our procedures; |
| (ii) | Your compliance with Rule 15Ga-2 of Securities Exchange Act of 1934; and |
| (iii) | The reasonableness of any of the assumptions provided by Responsible Parties. |
These procedures should not be taken to supplant any additional inquiries or procedures that the Specified Parties would undertake in consideration of the Transaction.
For the purposes of this report:
| · | The phrase “Cut-off Date” refers to the payment date occurring in August 2019, as provided by the Responsible Parties. |
| · | The following Microsoft Excel (“Excel”) file provided to us by Responsible Parties, which includes certain attributes related to the mortgage loans as of the Cut-off Date, shall be herein referred to as the “Final Data File”. |
| ° | CD 2019-CD8_Combined Final Accounting Tape.xlsx |
| · | The fields in the Final Data File shall be herein referred to as “Specified Attributes”. |
| · | The phrase “Source Document” refers to the documents provided to us by the Responsible Parties related to the information contained in the Final Data File. |
| · | The phrase “Loan File” refers to any Source Document or collection of Source Documents provided to us by the Responsible Parties and used by us in performing the procedures enumerated below. |
| · | The phrase “compared and agreed,” as used hereinafter, refers to the comparison of one or more Specified Attributes to Source Documents for which the Specified Attributes and the Source Documents have been found to be in agreement, unless otherwise indicated. |
| · | Capitalized terms used, but not defined herein, shall have the meanings ascribed to them in the Final Data File. |
Source Documents included in the Loan File:
| · | The phrase “Appraisal Report” refers to a signed appraisal document included in the Loan File. |
| · | The phrase “Cash Management Agreement” refers to the signed cash management agreement as included in the Loan File. |
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| · | The phrase “Cross Collateralization Agreement” refers to the cross collateralization file document in the Loan File. |
| · | The phrase “Engineering Report” refers to a signed property condition assessment document included in the Loan File. |
| · | The phrase “Environmental Report” refers to a signed phase I and phase II (if applicable) environmental document included in the Loan File. |
| · | The phrase “Fee Schedule” refers to the fee schedule file document included in the Loan File. |
| · | The phrase “Franchise Agreement” refers to the franchise agreement file document included in the Loan File. |
| · | The phrase “Ground Lease” refers to the signed ground lease as included in the Loan File. |
| · | The phrase “Guaranty Agreement” refers to the guaranty and/or any riders or assumptions thereof, as contained in the Loan File. |
| · | The phrase “Historical Occupancy File” refers to the historical occupancy file document included in the Loan File. |
| · | The phrase “Insurance Summary” refers to the evidence of insurance file document included in the Loan File. |
| · | The phrase “Loan Agreement” refers to the signed loan agreement as included in the Loan File. |
| · | The phrase “Management Agreement” refers to the management agreement file document included in the Loan File. |
| · | The phrase “Mezzanine Loan Agreement” refers to the mezzanine loan agreement file document included in the Loan File. |
| · | The phrase “Non-Consolidation Opinion” refers to the non-consolidation opinion file document included in the Loan File. |
| · | The phrase “Rent Roll” refers to the borrower rent roll file document included in the Loan File. |
| · | The phrase “Seismic Report” refers to a signed seismic assessment document included in the Loan File. |
| · | The phrase “Settlement Statement” refers to the settlement statement or closing agreement file document included in the Loan File. |
| · | The phrase “Title Policy” refers to the signed title policy as included in the Loan File. |
| · | The phrase “TREPP” refers to the website www.trepp.com, which was referenced for information relating to prior securitizations. |
| · | The phrase “Underwriting File” refers to the underwriting file document included in the Loan File. |
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From June 21, 2019 through August 1, 2019 the Responsible Parties provided us with the Source Documents related to the Underlying Collateral for which we (i) compared and agreed certain Specified Attributes set forth in the Final Data File to the corresponding Source Documents (the “Compared Attributes”), (ii) recalculated certain Specified Attributes set forth in the Final Data File, and found them to be in agreement (the “Recalculated Attributes”) or (iii) were instructed by the Responsible Parties to assume certain Specified Attributes set forth in the Final Data File were accurate, and therefore we did not perform any compare and agree or recalculation procedures (the “Company Provided Attributes”). The procedures with respect to the Compared Attributes and Recalculated Attributes were applied as indicated in Exhibit A. The recalculation methodology associated with the Recalculated Attributes is listed in Exhibit B. For each procedure where a recalculation was performed, the underlying attributes were compared and agreed to the corresponding Source Documents. In the performance of our procedures noted below, any differences that were identified within the defined (by the Responsible Parties) tolerance level (if any) listed in Exhibit A, were considered to be in agreement. For each Specified Attribute, the difference was calculated based on the total number of extended digits indicated in the Final Date File. We did not perform any procedures with respect to the Specified Attributes listed in Exhibit C, or denoted with a Source Document of “None - Company Provided”, in Exhibit A.
This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. We were not engaged to, and did not conduct an examination or review, the objective of which would be the expression of an opinion or conclusion, respectively, on the Final Data File. 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.
This report is intended solely for the information and use of the Specified Parties including for purposes of substantiating the Specified Parties’ “due diligence defense” under the Securities Act of 1933, and is not intended to be and should not be used by anyone other than the Specified Parties.
If a party has obtained, or has access to, this report without having executed an agreement with PwC wherein such party accepts responsibility for the sufficiency of the procedures performed (such party is herein referred to as a “Non-Specified Party”), that Non-Specified Party cannot:
| i) | Rely upon this report, and any use of this report by that Non-Specified Party is its sole responsibility and at its sole and exclusive risk; and |
| ii) | Acquire any rights or claims against PwC, and PwC assumes no duties or obligations to such Non-Specified Party. |
A Non-Specified Party may not disclose or distribute this report or any of the report’s contents to any
other party (including but not limited to electronic distribution and/or posting to a website pursuant to Rule 17g-5 of the Securities Exchange Act of 1934).
The procedures enumerated above were performed as of the date of this report, and we disclaim any consideration of any events and circumstances occurring after the date of this report. Further, we have no obligation to update this report because of events occurring, or data or information coming to our attention, subsequent to the date of this report.
Washington, D.C.
August 1, 2019
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
Exhibits
Exhibit A – Specified Attributes
Exhibit B – Recalculation Methodology
Exhibit C – Additional Company Provided Attributes
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
Exhibit A - Specified Attributes
| # | Specified Attribute | Source Document | Tolerance Levels |
| 1 | Mortgage Loan Originator | Loan Agreement | None |
| 2 | Mortgage Loan Seller | Loan Agreement | None |
| 3 | Properties Per Loan | None - Company Provided | None |
| 4 | Property Name | None - Company Provided | None |
| 5 | Address | Appraisal Report | None |
| 6 | City | Appraisal Report | None |
| 7 | County | Appraisal Report | None |
| 8 | State | Appraisal Report | None |
| 9 | Zip Code | Appraisal Report | None |
| 10 | Property Type | Appraisal Report | None |
| 11 | Property Sub-Type | Appraisal Report | None |
| 12 | Year Built | Appraisal Report | None |
| 13 | Year Renovated | Appraisal Report | None |
| 14 | Units/Rentable Square Ft. | Underwriting File; Rent Roll | None |
| 15 | Primary Unit of Measure | Underwriting File; Rent Roll | None |
| 16 | Cut-off Balance per Unit | Recalculation | None |
| 17 | Original Balance | Loan Agreement | $1.00 |
| 18 | Cut-off Date | None - Company Provided | None |
| 19 | Cut-off Balance | Recalculation | $1.00 |
| 20 | % of Total Cut-off Date Pool Balance | Recalculation | None |
| 21 | Sort | None - Company Provided | None |
| 22 | LTV at Cut-off | Recalculation | None |
| 23 | Maturity Balance | Recalculation | $1.00 |
| 24 | LTV at Maturity | Recalculation | None |
| 25 | U/W NOI Debt Yield | Recalculation | None |
| 26 | U/W NCF Debt Yield | Recalculation | None |
| 27 | NOI Debt Yield at Maturity | Recalculation | None |
| 28 | NCF Debt Yield at Maturity | Recalculation | None |
| 29 | Appraisal Value | Appraisal Report | None |
| 30 | Date of Valuation | Appraisal Report | None |
| 31 | Appraiser Designation | Appraisal Report | None |
| 32 | Appraisal Value As Is / Stabilized | Appraisal Report | None |
| 33 | "As is" Appraisal Value | Appraisal Report | None |
| 34 | "As is" Date of Valuation | Appraisal Report | None |
| 35 | "As is" Cut-off Date LTV | Recalculation | None |
| 36 | Reserve Adjusted Loan Amount | Loan Agreement | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 37 | Unadjusted LTV at Cut-off | Recalculation | None |
| 38 | Unadjusted Maturity Date LTV Ratio | Recalculation | None |
| 39 | Unadjusted U/W NOI Debt Yield | Recalculation | None |
| 40 | Unadjusted U/W NCF Debt Yield | Recalculation | None |
| 41 | FIRREA Eligible (Yes/No) |
Appraisal Report | None |
| 42 | Note Date | Loan Agreement | None |
| 43 | First Payment Date | Loan Agreement | None |
| 44 | Interest Rate | Loan Agreement | None |
| 45 | Interest Calculation (30/360 / Actual/360) |
Loan Agreement | None |
| 46 | Monthly Debt Service Payment (Initial) | Recalculation | None |
| 47 | Monthly Debt Service Payment (After IO) | Loan Agreement | None |
| 48 | Grace Period (Default) | Loan Agreement | None |
| 49 | Grace Period (Late Fee) | Loan Agreement | None |
| 50 | Payment Day | Loan Agreement | None |
| 51 | Original Amort. Term (Months) |
Recalculation | None |
| 52 | Original Balloon Term (Months) |
Recalculation | None |
| 53 | Original Interest Only Period (Months) |
Loan Agreement | None |
| 54 | Seasoning as of Cut-off Date (Months) |
Recalculation | None |
| 55 | Remaining Term to Amortization (Months) |
Recalculation | None |
| 56 | Remaining Term to Maturity (Months) |
Recalculation | None |
| 57 | Rem IO Period | Recalculation | None |
| 58 | Maturity/ARD Date | Loan Agreement | None |
| 59 | ARD (Yes/No) | Loan Agreement | None |
| 60 | Final Maturity Date | Loan Agreement | None |
| 61 | LockBox Type | Loan Agreement; Cash Management Agreement | None |
| 62 | Cash Management | Loan Agreement; Cash Management Agreement | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 63 | Excess Cash Trap Trigger | Loan Agreement; Cash Management Agreement | None |
| 64 | Prepayment Provision | Recalculation | None |
| 65 | Lockout Expiration Date | Loan Agreement | None |
| 66 | Prepayment / Defeasance Begin Date | Recalculation | None |
| 67 | Prepayment / Defeasance End Date | Recalculation | None |
| 68 | Prepayment Type | Loan Agreement | None |
| 69 | Amortization Type | Loan Agreement | None |
| 70 | Lien Position | Title Policy | None |
| 71 | Ownership Interest | Title Policy | None |
| 72 | Ground Lease Expiration Date | Ground Lease | None |
| 73 | Ground Lease Extension Options | Ground Lease | None |
| 74 | Annual Ground Lease Payment ($) | Ground Lease | None |
| 75 | Cross-Collateralized | Cross Collateralization Agreement | None |
| 76 | Pari Passu Controlling Note (Yes/No) | None - Company Provided | None |
| 77 | Non-Trust Pari Passu Original Balance | Recalculation | $1.00 |
| 78 | Non-Trust Pari Passu Cut-off Date Balance | Recalculation | $1.00 |
| 79 | Non-Trust Pari Passu Balloon Balance | Recalculation | $1.00 |
| 80 | Non-Trust Pari Passu Monthly Debt Service Payment (Initial) | Recalculation | None |
| 81 | Non-Trust Pari Passu Monthly Debt Service Payment (After IO) | Recalculation | None |
| 82 | Existing Additional Sub Debt (Yes/No) | Mezzanine Loan Agreement | None |
| 83 | Existing Additional Sub Debt Amount | Mezzanine Loan Agreement | None |
| 84 | Existing Additional Sub Debt Description | Mezzanine Loan Agreement | None |
| 85 | Total Debt Cut-off Balance per Unit | Recalculation | None |
| 86 | Total Debt Balance per Unit at Maturity | Recalculation | None |
| 87 | Total Debt LTV at Cut-off | Recalculation | None |
| 88 | Total Debt LTV at Maturity | Recalculation | None |
| 89 | Total Debt U/W NOI Debt Yield | Recalculation | None |
| 90 | Total Debt U/W NCF Debt Yield | Recalculation | None |
| 91 | Total Debt NOI Debt Yield at Maturity | Recalculation | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 92 | Total Debt NCF Debt Yield at Maturity | Recalculation | None |
| 93 | Total Debt UW NOI DSCR (After IO Period) | Recalculation | None |
| 94 | Total Debt UW NCF DSCR (After IO Period) | Recalculation | None |
| 95 | Future Debt Permitted (Yes/No) | Loan Agreement | None |
| 96 | Future Debt Permitted Type | Loan Agreement | None |
| 97 | Future Debt Description | Loan Agreement | None |
| 98 | Partial Prepay or Release Allowed (Yes/No) | Loan Agreement | None |
| 99 | Partial Prepayment or Release Description | Loan Agreement | None |
| 100 | Substitution Allowed (Yes/No) | Loan Agreement | None |
| 101 | Substitution Description | Loan Agreement | None |
| 102 | Third Most Recent Occupancy | Underwriting File; Historical Occupancy File | None |
| 103 | Third Most Recent Occupancy Date | Underwriting File; Historical Occupancy File | None |
| 104 | Second Most Recent Occupancy | Underwriting File; Historical Occupancy File | None |
| 105 | Second Most Recent Occupancy Date | Underwriting File; Historical Occupancy File | None |
| 106 | Most Recent Physical Occupancy | Underwriting File; Rent Roll | None |
| 107 | Most Recent Rent Roll/Census Date | Underwriting File; Rent Roll | None |
| 108 | Major Tenant Name # 1 | Underwriting File; Rent Roll | None |
| 109 | Major Tenant Sq. Ft. # 1 | Underwriting File; Rent Roll | None |
| 110 | Major Tenant Lease Expiration Date # 1 | Underwriting File; Rent Roll | None |
| 111 | Major % of Sq. Ft. # 1 | Recalculation | None |
| 112 | Major Tenant Name # 2 | Underwriting File; Rent Roll | None |
| 113 | Major Tenant Sq. Ft. # 2 | Underwriting File; Rent Roll | None |
| 114 | Major Tenant Lease Expiration Date # 2 | Underwriting File; Rent Roll | None |
| 115 | Major % of Sq. Ft. # 2 | Recalculation | None |
| 116 | Major Tenant Name # 3 | Underwriting File; Rent Roll | None |
| 117 | Major Tenant Sq. Ft. # 3 | Underwriting File; Rent Roll | None |
| 118 | Major Tenant Lease Expiration Date # 3 | Underwriting File; Rent Roll | None |
| 119 | Major % of Sq. Ft. # 3 | Recalculation | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 120 | Major Tenant Name # 4 | Underwriting File; Rent Roll | None |
| 121 | Major Tenant Sq. Ft. # 4 | Underwriting File; Rent Roll | None |
| 122 | Major Tenant Lease Expiration Date # 4 | Underwriting File; Rent Roll | None |
| 123 | Major % of Sq. Ft. # 4 | Recalculation | None |
| 124 | Major Tenant Name # 5 | Underwriting File; Rent Roll | None |
| 125 | Major Tenant Sq. Ft. # 5 | Underwriting File; Rent Roll | None |
| 126 | Major Tenant Lease Expiration Date # 5 | Underwriting File; Rent Roll | None |
| 127 | Major % of Sq. Ft. # 5 | Recalculation | None |
| 128 | Most Recent # of Months | Underwriting File | None |
| 129 | Most Recent Operating Statement Date | Underwriting File | None |
| 130 | Most Recent EGI | Underwriting File | $1.00 |
| 131 | Most Recent Expenses | Underwriting File | $1.00 |
| 132 | Most Recent NOI | Underwriting File | $1.00 |
| 133 | Most Recent Capital Items | Underwriting File | $1.00 |
| 134 | Most Recent NCF | Underwriting File | $1.00 |
| 135 | Second Most Recent Operating Statement Date | Underwriting File | None |
| 136 | Second Most Recent EGI | Underwriting File | $1.00 |
| 137 | Second Most Recent Expenses | Underwriting File | $1.00 |
| 138 | Second Most Recent NOI | Underwriting File | $1.00 |
| 139 | Second Most Recent Capital Items | Underwriting File | $1.00 |
| 140 | Second Most Recent NCF | Underwriting File | $1.00 |
| 141 | Third Most Recent Operating Statement Date | Underwriting File | None |
| 142 | Third Most Recent EGI | Underwriting File | $1.00 |
| 143 | Third Most Recent Expenses | Underwriting File | $1.00 |
| 144 | Third Most Recent NOI | Underwriting File | $1.00 |
| 145 | Third Most Recent Capital Items | Underwriting File | $1.00 |
| 146 | Third Most Recent NCF | Underwriting File | $1.00 |
| 147 | UW NCF DSCR (Current) | Recalculation | None |
| 148 | UW NCF DSCR (After IO Period) |
Recalculation | None |
| 149 | UW NOI DSCR (Current) | Recalculation | None |
| 150 | UW NOI DSCR (After IO Period) | Recalculation | None |
| 151 | UW Revenues | Underwriting File | $1.00 |
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 152 | UW EGI | Underwriting File | $1.00 |
| 153 | UW Expenses | Underwriting File | $1.00 |
| 154 | UW NOI | Underwriting File | $1.00 |
| 155 | UW Replacement Reserves | Underwriting File | $1.00 |
| 156 | UW TI/LC | Underwriting File | $1.00 |
| 157 | UW NCF | Underwriting File | $1.00 |
| 158 | UW Vacancy | Underwriting File | None |
| 159 | ADR ($) | Underwriting File | None |
| 160 | RevPAR ($) | Underwriting File | None |
| 161 | Replacement Reserve taken at Closing | Loan Agreement; Settlement Statement | None |
| 162 | Monthly Replacement Reserve | Loan Agreement; Settlement Statement | None |
| 163 | Replacement Reserve Cap | Loan Agreement | None |
| 164 | Replacement Reserve Interest to Borrower | Loan Agreement | None |
| 165 | TI/LC taken at Closing | Loan Agreement; Settlement Statement | None |
| 166 | Monthly TI/LC | Loan Agreement; Settlement Statement | None |
| 167 | TI/LC Reserve Cap | Loan Agreement | None |
| 168 | TI/LC Reserve Interest to Borrower | Loan Agreement | None |
| 169 | Tax at Closing | Loan Agreement; Settlement Statement | None |
| 170 | Monthly Tax Constant / Escrow | Loan Agreement; Settlement Statement | None |
| 171 | Tax Reserve Interest to Borrower | Loan Agreement | None |
| 172 | Insurance at Closing | Loan Agreement; Settlement Statement | None |
| 173 | Monthly Insurance Constant / Escrow | Loan Agreement; Settlement Statement | None |
| 174 | Insurance Reserve Interest to Borrower | Loan Agreement | None |
| 175 | Engineering Reserve taken at Closing | Loan Agreement; Settlement Statement | None |
| 176 | Engineering Reserve Interest to Borrower | Loan Agreement | None |
| 177 | Confirm Required Repairs are escrowed at 125% (Yes/No) |
Loan Agreement; Settlement Statement | None |
| 178 | Other Reserve at Closing | Loan Agreement; Settlement Statement | None |
| 179 | Monthly Other Reserve | Loan Agreement; Settlement Statement | None |
| 180 | Description Other Reserve | Loan Agreement; Settlement Statement | None |
| 181 | Other Reserve Cap | Loan Agreement | None |
| 182 | Other Reserve Interest to Borrower | Loan Agreement | None |
| 183 | Borrower | Loan Agreement | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through
Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 184 | Related Principal | Recalculation | None |
| 185 | Owner Occupancy > 5% | Recalculation | None |
| 186 | Sponsor | Guaranty Agreement | None |
| 187 | Earthquake Insurance (Y/N) | Insurance Summary | None |
| 188 | Terrorism Insurance (Y/N) | Insurance Summary | None |
| 189 | Windstorm Insurance (Y/N) | Insurance Summary | None |
| 190 | Environmental Insurance (Y/N) | Insurance Summary | None |
| 191 | In Flood Zone (Y/N) | Engineering Report | None |
| 192 | Date of Engineering Report | Engineering Report | None |
| 193 | Date of Phase I Report | Environmental Report | None |
| 194 | Date of Phase II Report (if applicable) | Environmental Report | None |
| 195 | Date of Seismic Report | Seismic Report | None |
| 196 | PML/SEL (%) | Seismic Report | None |
| 197 | Franchise Flag | Franchise Agreement | None |
| 198 | Franchise Agreement Expiration Date | Franchise Agreement | None |
| 199 | SPE | Loan Agreement | None |
| 200 | Independent Director (Yes/No) | Loan Agreement | None |
| 201 | Non-Consolidation Opinion (Yes/No) | Non-Consolidation Opinion | None |
| 202 | Single Tenant (Yes/No) | Underwriting File; Rent Roll | None |
| 203 | Guarantor | Guaranty Agreement | None |
| 204 | Property Manager | Management Agreement | None |
| 205 | TIC | Loan Agreement | None |
| 206 | Is Borrower a DST (Delaware Statutory Trust)? | Loan Agreement | None |
| 207 | Loan Purpose | Settlement Statement | None |
| 208 | Previous Securitization | TREPP | None |
| 209 | Assumption Fee | Loan Agreement | None |
| 210 | Letter of Credit | Loan Agreement | None |
| 211 | Earnout/Holdback | Loan Agreement | None |
| 212 | Earnout/Holdback Description | Loan Agreement | None |
| 213 | Total Administrative Fee | Fee Schedule | None |
| 214 | Sub Serviced (Y/N) | Fee Schedule | None |
| 215 | Sub Servicer Name | Fee Schedule | None |
| 216 | Sub Servicer Cashiering | Fee Schedule | None |
| 217 | Sub Servicer Fee Rate | Fee Schedule | None |
| 218 | Pari Passu Primary Servicing Fee | Fee Schedule | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through
Certificates, Series 2019-CD8
| # | Specified Attribute | Source Document | Tolerance Levels |
| 219 | Master | Fee Schedule | None |
| 220 | Primary | Fee Schedule | None |
| 221 | Trustee/Administrator Fee | Fee Schedule | None |
| 222 | Operating Advisor + ARR Fee | Fee Schedule | None |
| 223 | CREFC Fee | Fee Schedule | None |
| 224 | EU Reporting | Fee Schedule | None |
| 225 | Credit Estimate (M/F/D) | Fee Schedule | None |
| 226 | Loan Status | None - Company Provided | None |
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CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
Exhibit B – Recalculation Methodology
| # | Specified Attribute | Recalculation Methodology |
| 16 | Cut-off Balance per Unit | Quotient of (i) Cut-off Balance and (ii) Units/Rentable Square Ft. |
| 19 | Cut-off Balance | For "Interest Only" loans or "Interest Only, Then Amortizing" loans, set equal to Original Balance. For "Amortizing Balloon" loans, a computation of the principal balance outstanding as of the Cut-off Date based upon the respective loan's (i) Original Balance, (ii) Monthly Debt Service Payment (After IO), (iii) Interest Calculation (30/360 / Actual/360) and (iv) Interest Rate. |
| 20 | % of Total Cut-off Date Pool Balance | Quotient of (i) Cut-off Balance and (ii) the sum of the total pool Cut-off Balance. |
| 22 | LTV at Cut-off | Quotient of (i) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (ii) Appraisal Value. |
| 23 | Maturity Balance | For "Interest Only" loans, set equal to the Original Balance. For "Interest Only, Then Amortizing" and "Amortizing Balloon" loans a computation of the principal balance outstanding as of the respective loan’s Maturity Date based upon the respective loan’s (i) Original Balance, (ii) Original Interest Only Period (Months), (iii) Monthly Debt Service Payment (After IO), (iv) Interest Calculation (30/360 / Actual/360) and (v) Interest Rate. |
| 24 | LTV at Maturity | Quotient of (i) the sum of (a) Maturity Balance and (b) Non-Trust Pari Passu Balloon Balance (if applicable) and (ii) Appraisal Value. |
| 25 | U/W NOI Debt Yield | Quotient of (i) UW NOI and (ii) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable). |
| 26 | U/W NCF Debt Yield | Quotient of (i) UW NCF and (ii) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable). |
| 27 | NOI Debt Yield at Maturity | Quotient of (i) UW NOI and (ii) the sum of (a) Maturity Balance and (b) Non-Trust Pari Passu Balloon Balance (if applicable). |
| 28 | NCF Debt Yield at Maturity | Quotient of (i) UW NCF and (ii) (ii) the sum of (a) Maturity Balance and (b) Non-Trust Pari Passu Balloon Balance (if applicable). |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 14 |
CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Recalculation Methodology |
| 35 | "As is" Cut-off Date LTV | Quotient of (i) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (ii) "As is" Appraisal Value. |
| 37 | Unadjusted LTV at Cut-off | Quotient of (i) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (ii) Appraisal Value. “NAP” for loans without an Earnout/Holdback. |
| 38 | Unadjusted Maturity Date LTV Ratio | Quotient of (i) the sum of (a) Maturity Balance and (b) Non-Trust Pari Passu Balloon Balance (if applicable) and (ii) Appraisal Value. “NAP” for loans without an Earnout/Holdback. |
| 39 | Unadjusted U/W NOI Debt Yield | Quotient of (i) UW NOI and (ii) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable). “NAP” for loans without an Earnout/Holdback. |
| 40 | Unadjusted U/W NCF Debt Yield | Quotient of (i) UW NCF and (ii) the sum of (a) Cut-off Balance and (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable). “NAP” for loans without an Earnout/Holdback. |
| 46 | Monthly Debt Service Payment (Initial) | For "Interest Only" or "Interest Only, Then Amortizing" loans, the product of (i) Original Balance, (ii) Interest Calculation (30/360 / Actual/360), and (iii) the quotient of (a) the Interest Rate, and (b) 12. For "Amortizing Balloon" loans, the Monthly Debt Service Payment (After IO). |
| 51 | Original Amort. Term (Months) |
Computation in which the number of payments required to fully amortize the loan based on the (i) Monthly Debt Service Payment (After IO) (ii) Interest Rate and (iii) Original Balance. |
| 52 | Original Balloon Term (Months) |
Count of the number of monthly payment dates from and inclusive of the respective loan’s (i) First Payment Date and (ii) Maturity Date/ARD Date. |
| 54 | Seasoning as of Cut-off Date (Months) |
Count of the number of monthly payment dates from and inclusive of (i) First Payment Date, to and inclusive of (ii) Cut-off Date. |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 15 |
CD 2019-CD8, Commercial Mortgage Pass-Through
Certificates, Series 2019-CD8
| # | Specified Attribute | Recalculation Methodology |
| 55 | Remaining Term to Amortization (Months) |
For "Interest Only" loans, set equal to zero. For "Interest Only, Then Amortizing" loans, if Seasoning as of Cut-off Date (Months) is greater than Original Interest Only Period (Months) then the difference of (i) Original Amort. Term (Months) and (ii) the difference of (a) Seasoning as of Cut-off Date (Months) and (b) Original Interest Only Period (Months). If Seasoning as of Cut-off Date (Months) is less than Original Interest Only Period (Months), set equal to Original Amort. Term (Months). For "Amortizing Balloon" loans, the difference between (ii) Original Amort. Term (Months) and (ii) Seasoning as of Cut-off Date (Months). |
| 56 | Remaining Term to Maturity (Months) |
Difference between (i) Original Balloon Term(Months) and (ii) Seasoning as of Cut-off Date (Months). |
| 57 | Rem IO Period | For "Interest Only" or "Interest Only, Then Amortizing" loans, the difference between (i) Original Interest Only Period (Months) and (ii) Seasoning as of Cut-off Date (Months). |
| 64 | Prepayment Provision | Count of the number of monthly payments occurring during each segment of the (i) lockout period, (ii) fixed prepayment premium period, (iii) yield maintenance period, (iv) defeasance period, and (v) window period, as applicable. |
| 66 | Prepayment / Defeasance Begin Date | The day after the Lockout Expiration Date. |
| 67 | Prepayment / Defeasance End Date | The day before the open prepayment commencement date, as stated in the Loan Agreement. |
| 77 | Non-Trust Pari Passu Original Balance | For pari passu loans, the difference between (i) original balance per the Loan Agreement (ii) the Original Balance. |
| 78 | Non-Trust Pari Passu Cut-off Date Balance | For "Interest Only" loans or "Interest Only, Then Amortizing" loans, set equal to Non-Trust Pari Passu Original Balance. For "Amortizing Balloon" loans, a computation of the principal balance outstanding as of the Cut-off Date based upon the respective loan's (i) Non-Trust Pari Passu Original Balance, (ii) Original Amort. Term (Months), (iii) Interest Calculation (30/360 / Actual/360) and (iv) Interest Rate. |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 16 |
CD 2019-CD8, Commercial Mortgage Pass-Through
Certificates, Series 2019-CD8
| # | Specified Attribute | Recalculation Methodology |
| 79 | Non-Trust Pari Passu Balloon Balance | For "Interest Only" loans, set equal to the Non-Trust Pari Passu Original Balance. For "Interest Only, Then Amortizing" and "Amortizing Balloon" loans a computation of the principal balance outstanding as of the respective loan’s Maturity Date based upon the respective loan’s (i) Non-Trust Pari Passu Original Balance, (ii) Original Interest Only Period (Months), (iii) Original Amort. Term (Months), (iv) Interest Calculation (30/360 / Actual/360) and (v) Interest Rate. |
| 80 | Non-Trust Pari Passu Monthly Debt Service Payment (Initial) | For "Interest Only" or "Interest Only, Then Amortizing" loans, the product of (i) Non-Trust Pari Passu Original Balance, (ii) Interest Calculation (30/360 / Actual/360), and (iii) the quotient of (a) the Interest Rate, and (b) 12. For "Amortizing Balloon" loans, the difference of the (i) monthly payment as stated in the Loan Agreement and (ii) Monthly Debt Service Payment (After IO). |
| 81 | Non-Trust Pari Passu Monthly Debt Service Payment (After IO) | For "Interest Only" loans, the product of (i) Non-Trust Pari Passu Original Balance, (ii) Interest Calculation (30/360 / Actual/360), and (iii) the quotient of (a) the Interest Rate, and (b) 12. For "Amortizing Balloon" or "Interest Only, Then Amortizing" loans, the difference of the (i) monthly payment as stated in the Loan Agreement and (ii) Monthly Debt Service Payment (After IO). |
| 85 | Total Debt Cut-off Balance per Unit | Quotient of (i) the sum of (a) Cut-off Date Balance (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (c) Existing Additional Sub Debt Amount and (ii) the Units/Rentable Square Ft. |
| 86 | Total Debt Balance per Unit at Maturity | Quotient of (i) total debt maturity balance and (ii) Units/Rentable Square Ft. |
| 87 | Total Debt LTV at Cut-off | Quotient of (i) the sum of (a) Cut-off Date Balance (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (c) Existing Additional Sub Debt Amount and (ii) Appraisal Value. |
| 88 | Total Debt LTV at Maturity | Quotient of (i) total debt maturity balance and (ii) Appraisal Value. |
| 89 | Total Debt U/W NOI Debt Yield | Quotient of (i) UW NOI and (ii) the sum of (a) Cut-off Date Balance (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (c) Existing Additional Sub Debt Amount. |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 17 |
CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Recalculation Methodology |
| 90 | Total Debt U/W NCF Debt Yield | Quotient of (i) UW NCF and (ii) the sum of (a) Cut-off Date Balance (b) Non-Trust Pari Passu Cut-off Date Balance (if applicable) and (c) Existing Additional Sub Debt Amount. |
| 91 | Total Debt NOI Debt Yield at Maturity | Quotient of (i) UW NOI and (ii) total debt maturity balance. |
| 92 | Total Debt NCF Debt Yield at Maturity | Quotient of (i) UW NCF and (ii) total debt maturity balance. |
| 93 | Total Debt UW NOI DSCR (After IO Period) | Quotient of respective loan's (i) UW NOI and (ii) the product of (1) the sum of the (a) Monthly Debt Service Payment (After IO) (b) Non-Trust Pari Passu Monthly Debt Service Payment (After IO) and (c) the existing additional financing monthly debt service payment and (2) 12. |
| 94 | Total Debt UW NCF DSCR (After IO Period) | Quotient of respective loan's (i) UW NCF and (ii) the product of (1) the sum of the (a) Monthly Debt Service Payment (After IO) (b) Non-Trust Pari Passu Monthly Debt Service Payment (After IO) and (c) the existing additional financing monthly debt service payment and (2) 12. |
| 111 | Major % of Sq. Ft. # 1 | Quotient of (i) Major Tenant Sq. Ft. # 1 and (ii) Units/Rentable Square Ft. |
| 115 | Major % of Sq. Ft. # 2 | Quotient of (i) Major Tenant Sq. Ft. # 2 and (ii) Units/Rentable Square Ft. |
| 119 | Major % of Sq. Ft. # 3 | Quotient of (i) Major Tenant Sq. Ft. # 3 and (ii) Units/Rentable Square Ft. |
| 123 | Major % of Sq. Ft. # 4 | Quotient of (i) Major Tenant Sq. Ft. # 4 and (ii) Units/Rentable Square Ft. |
| 127 | Major % of Sq. Ft. # 5 | Quotient of (i) Major Tenant Sq. Ft. # 5 and (ii) Units/Rentable Square Ft. |
| 147 | UW NCF DSCR (Current) | Quotient of (i) UW NCF and (ii) the product of (1) the sum of (a) Monthly Debt Service Payment (Initial) and (b) Non-Trust Pari Passu Monthly Debt Service Payment (Initial) and (2) 12. |
| 148 | UW NCF DSCR (After IO Period) |
Quotient of (i) UW NCF and (ii) the product of (1) the sum of (a) Monthly Debt Service Payment (After IO) and (b) Non-Trust Pari Passu Monthly Debt Service Payment (After IO) and (2) 12. |
| 149 | UW NOI DSCR (Current) | Quotient of (i) UW NOI and (ii) the product of (1) the sum of (a) Monthly Debt Service Payment (Initial) and (b) Non-Trust Pari Passu Monthly Debt Service Payment (Initial) and (2) 12. |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 18 |
CD 2019-CD8, Commercial Mortgage Pass-Through Certificates, Series 2019-CD8
| # | Specified Attribute | Recalculation Methodology |
| 150 | UW NOI DSCR (After IO Period) | Quotient of (i) UW NOI and (ii) the product of (1) the sum of (a) Monthly Debt Service Payment (After IO) and (b) Non-Trust Pari Passu Monthly Debt Service Payment (After IO) and (2) 12. |
| 184 | Related Principal | “Yes”, for count of Guarantor greater than 1. |
| 185 | Owner Occupancy > 5% | “Yes”, for loans with a quotient of (i) owner occupied sq. ft. and (ii) Units/Rentable Square Ft. greater than 5%. |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 19 |
Exhibit C – Additional Company Provided Attributes
Below is a list of the additional Specified Attributes provided to us by the Loan Sellers. These Specified Attributes were not compared to Source Documents as part of our procedures enumerated in Exhibit A and B.
| # | Specified Attribute | Loan ID | Provided Value |
| 198 | Franchise Agreement Expiration Date | 18.01 | 4/1/2036 |
| 198 | Franchise Agreement Expiration Date | 18.02 | 6/1/2037 |
| 198 | Franchise Agreement Expiration Date | 18.03 | 12/21/2031 |
| 198 | Franchise Agreement Expiration Date | 18.04 | 11/30/2033 |
| 198 | Franchise Agreement Expiration Date | 18.05 | 2/28/2034 |
| 198 | Franchise Agreement Expiration Date | 18.06 | 8/12/2030 |
| 198 | Franchise Agreement Expiration Date | 18.07 | 8/31/2034 |
| 198 | Franchise Agreement Expiration Date | 18.08 | 1/25/2022 |
| 198 | Franchise Agreement Expiration Date | 18.09 | 6/30/2034 |
| 198 | Franchise Agreement Expiration Date | 18.10 | 12/28/2021 |
| 71 | Ownership Interest | 18.03 | Fee Simple |
| 71 | Ownership Interest | 18.04 | Fee Simple |
| 71 | Ownership Interest | 18.06 | Fee Simple |
| 74 | Annual Ground Lease Payment ($) | 18.03 | $73,675 |
| 74 | Annual Ground Lease Payment ($) | 18.05 | $69,396 |
| 74 | Annual Ground Lease Payment ($) | 18.10 | $59,400 |
| PricewaterhouseCoopers LLP, 600 13th Street NW, Washington DC 20005 | |||
| T: (202) 414-1000, www.pwc.com/us | 20 |