UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
FORM ABS-15G
ASSET-BACKED SECURITIZER
REPORT PURSUANT TO SECTION 15G OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
____ Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period
____________________ to ____________________
Date of Report (Date of earliest event reported) ____________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ____________________
Name and telephone number, including area code, of the person to |
contact in connection with this filing. |
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [ ]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) [ ]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii) [ ]
__X__ Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: ____0001013454____
COMM 2020-GC47 Mortgage Trust |
(Exact name of issuing entity as specified in its charter) |
Central Index Key Number of issuing entity: 0001805488
Helaine M. Kaplan, (212) 250-5270 |
Name and telephone number, including area code, of the person to |
contact in connection with this filing |
INFORMATION TO BE INCLUDED IN THE
REPORT
PART II: FINDINGS AND CONCLUSIONS OF THIRD-PARTY DUE DILIGENCE REPORTS
Item 2.01 Findings and Conclusions of a Third Party Due Diligence Report Obtained by the Issuer
Attached as Exhibit 99.1 hereto is a report of independent accounts on applying agreed-upon procedures, dated March 18, 2020, of Ernst & Young LLP, obtained by the depositor, which report sets forth the findings and conclusions, as applicable, of Ernst & Young LLP with respect to certain agreed-upon procedures performed by Ernst & Young LLP.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Deutsche Mortgage & Asset Receiving Corporation (Depositor) |
Date: March 18, 2020 |
/s/ Helaine Kaplan |
By: Helaine Kaplan, Managing Director (senior officer in charge of securitization of the depositor) |
/s/ Natalie Grainger |
By: Natalie Grainger, Director (senior officer in charge of securitization of the depositor) |
COMM 2020-GC47 – ABS-15G Signature Page
EXHIBIT INDEX
Exhibit Number | Description |
Exhibit 99.1 | Report of independent accounts on applying agreed-upon procedures, dated March 18, 2020, of Ernst & Young LLP |
Exhibit 99.1
COMM 2020-GC47 Mortgage Trust
Commercial Mortgage Pass-Through Certificates, Series 2020-GC47
Report To:
Deutsche Mortgage & Asset Receiving Corporation
German American Capital Corporation
Deutsche Bank Securities Inc.
Goldman Sachs Mortgage Company
Goldman Sachs & Co. LLC
Goldman Sachs Bank USA
Citi Real Estate Funding Inc.
Citigroup Global Markets Inc.
Drexel Hamilton, LLC
Academy Securities, Inc.
18 March 2020
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 |
Goldman Sachs Mortgage Company Goldman Sachs & Co. LLC Goldman Sachs Bank USA 200 West Street New York, New York 10282 |
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: |
COMM 2020-GC47 Mortgage Trust (the “Issuing Entity”) Commercial Mortgage Pass-Through Certificates, Series 2020-GC47 (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 the Specified Parties in evaluating certain information with respect to the Mortgage Loans (as defined herein) 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 3 |
For the purpose of the procedures described in this report, Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) or the Mortgage Loan Sellers (as defined herein), 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 1.8) document dated March 2019 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’s securitization transaction (the “Draft Preliminary Prospectus”) and |
i. | Instructions, assumptions and methodologies, which are described in Attachment A. |
The
procedures included in Attachment A were limited to comparing or recalculating certain information that is further described in
Attachment A. The Depositor is responsible for the Data Files, Source Documents, 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 or
conclusion 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.
Page 3 of 3 |
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 originator(s) of the Mortgage Loans complied with federal, state or local laws or regulations or |
iv. | Any other factor or characteristic of the Mortgage Loans that would be material to the likelihood that the issuer of the Certificates will pay interest and principal in accordance with applicable terms and conditions. |
This report is intended solely for the use of the Specified Parties and is not intended to be and should not be used by anyone other than the Specified Parties. It is not intended to be and should not be used by any other person or entity, including investors and rating agencies, who are not identified in the report as Specified Parties, but who may have access to this report as required by law or regulation.
/s/ Ernst & Young LLP
18 March 2020
Attachment A Page 1 of 12 |
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 41 fixed rate commercial mortgage loans (the “Mortgage Loans”) secured by first mortgage liens on various types of commercial properties.
Procedures performed and our associated findings
1. | German American Capital Corporation (“GACC”), Goldman Sachs Mortgage Company (“Goldman”) and Citi Real Estate Funding Inc. (“Citi,” together with GACC and Goldman, 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 relating to each mortgage loan as of the related due date of such mortgage loan in April 2020 (or, in the case of any mortgage loan that has its first due date after April 2020, if any, the date that would have been its due date in April 2020 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. |
For any Mortgage Loan that has more than one Mortgage Loan Seller listed in the “Mortgage Loan Seller” characteristic, as shown on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to perform the procedures described in this report for the Mortgage Loan Seller listed first, and to perform no procedures for any other Mortgage Loan Seller(s) listed in the “Mortgage Loan Seller” characteristic, as shown on the Combined Data File.
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(s) of this
Item. |
Attachment A Page 2 of 12 |
3. (continued)
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.
Additionally, for any Mortgage Loan(s) listed in the table below, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, provided us with the related draft Source Document(s) listed in the “Draft Source Document(s)” column of the table below.
Mortgage Loan | Draft Source Document(s) |
N/A | N/A |
For the purpose of the procedures described in this report, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to treat any “Draft Source Document(s)” listed in the table above as fully executed Source Document(s).
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 the Item 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, 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,” 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 12 |
7. | Using the “Sponsor,” 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, |
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, |
we recalculated the “Original Interest Only Period (Months)” of each Mortgage Loan (except for any Interest Only Loan(s) (as defined herein) or Amortizing Loan(s) (as defined herein), which are described in the succeeding paragraph(s) of this Item). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For any Interest Only Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the “Original Term to Maturity or ARD,” as shown on the Final Data File, for the “Original Interest Only Period (Months)” characteristic.
For any Amortizing Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “0” for the “Original Interest Only Period (Months)” characteristic.
10. | Using the: |
a. | Original Balance ($), |
b. | Interest Rate and |
c. | Monthly Debt Service Payment (After IO), |
as shown on the Final Data File, and assuming each Mortgage Loan has a fixed level monthly payment, we recalculated the “Original Amortization Term” of each Mortgage Loan (except for any Interest Only Loan(s), which are described in the succeeding paragraph(s) of this Item). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For any Interest Only Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “0” for the “Original Amortization Term” characteristic.
Attachment A Page 4 of 12 |
11. | Using the: |
a. | Seasoning as of the Cut-off Date (Months), |
b. | Original Term to Maturity or ARD, |
c. | Original Interest Only Period (Months) and |
d. | Original Amortization Term, |
as shown on the Final Data File, we recalculated the:
i. | Remaining Term to Maturity or ARD, |
ii. | Remaining Interest Only Period and |
iii. | Remaining Amortization Term (except for any Interest Only Loan(s), which are described in the succeeding paragraph(s) of this Item) |
of each Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For any Interest Only Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “0” for the “Remaining Amortization Term” characteristic.
12. | Using the: |
a. | Original Balance ($), |
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), |
as shown on the Final Data File, information in the applicable Source Document(s) and the Multiple Property Loan Calculation Methodologies for the Underlying Properties associated with each Multiple Property Loan, as applicable, we recalculated the principal balance of each Mortgage Loan and Underlying Property as of:
i. | The Cut-off Date (the “Cut-off Date Balance ($)”), |
ii. | The related due date of each Mortgage Loan in the month preceding the Cut-off Date or, in the case of any Mortgage Loan that has its first due date after the month preceding the Cut-off Date, the date that would have been the related due date in the month preceding the Cut-off Date under the terms of that Mortgage Loan if a monthly payment were scheduled to be due in that month (the “Report Period Beginning Schedule Loan Balance Amount”) and |
iii. | The “Maturity or ARD Date” (the “Maturity or ARD Balance ($)”), |
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.
Attachment A Page 5 of 12 |
12. (continued)
For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to:
a. | Ignore differences of +/- $1 or less and |
b. | Recalculate the “Maturity or ARD Balance ($)” as the aggregate principal balance that is scheduled to be paid on the “Maturity or ARD Date” of the Mortgage Loan, excluding any principal component of the related “Monthly Debt Service Payment (After IO),” as shown on the Final Data File, on the “Maturity or ARD Date.” |
For any Mortgage Loan that has its “First Payment Date” in the month following the Cut-off Date, as shown on the Final Data File (each, a “Future First Due Date Mortgage Loan”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the “Original Balance ($),” 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, |
as shown on the Final Data File, and information in the applicable Source Document(s), we recalculated the portion of the “Monthly Debt Service Payment (Initial)” for the month in which the Cut-off Date occurs for each Mortgage Loan (except for any Future First Due Date Mortgage Loan(s), which are described in the succeeding paragraph(s) of this Item) 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.
For any Future First Due 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, |
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.
Attachment A Page 6 of 12 |
14. | For any 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”), 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 herein), information in the applicable Data Source(s) (as defined herein) and/or any applicable information contained in Table A2 in 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 herein). |
For any Mortgage Loans that has 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 any Pari Passu Mortgage Loan (as defined herein), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the information on the Final Data File, the information in the applicable Data Source(s) and the applicable information contained in Table A2 in 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 the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to:
a. | Ignore differences of +/- $1 or less, |
b. | Recalculate the “Non-Trust Pari Passu Balloon Balance” as the aggregate principal balance that is scheduled to be paid on the maturity date or anticipated repayment date, as applicable, of the related Pari Passu Mortgage Loan, excluding any principal component of the related monthly debt service payment that is described in the applicable Data Source(s) on the maturity date or anticipated repayment date, as applicable, and |
c. | Not include any Subordinate Companion Loan(s) (as defined herein) with respect to any Pari Passu Mortgage Loan with Subordinate Secured Debt (as defined herein). |
Attachment A Page 7 of 12 |
15. (continued)
For any Mortgage Loan that is not a Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the “Non-Trust Pari Passu Cut-off Date Balance” and “Non-Trust Pari Passu Balloon Balance” characteristics.
16. | Using: |
a. | Information on the Final Data File, |
b. | The applicable assumptions and calculation methodologies described in the Draft Preliminary Prospectus and |
c. | The applicable assumptions and calculation methodologies provided by the Mortgage Loan Sellers, on behalf of the Depositor, which are described in the succeeding paragraph(s) of this Item, |
we recalculated the:
i. | Underwritten NOI DSCR, |
ii. | Underwritten NCF DSCR, |
iii. | UW NOI DSCR (Current), |
iv. | UW NCF DSCR (Current), |
v. | Underwritten NOI Debt Yield, |
vi. | Underwritten NCF Debt Yield, |
vii. | NOI Debt Yield at Maturity, |
viii. | NCF Debt Yield at Maturity, |
ix. | Unadjusted U/W NOI Debt Yield, |
x. | Unadjusted U/W NCF Debt Yield, |
xi. | Cut-off Date LTV Ratio, |
xii. | "As is" Cut-off Date LTV, |
xiii. | LTV Ratio at Maturity or ARD, |
xiv. | Unadjusted LTV at Cut-off, |
xv. | Unadjusted Maturity Date LTV Ratio, |
xvi. | % of Initial Pool Balance, |
xvii. | Annual Debt Service ($) and |
xviii. | Loan per Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads) ($) |
of each Mortgage Loan and with respect to Items xvi. and xviii. above, of each Underlying Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. For the purpose of this procedure, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to:
(a) | Round the characteristics listed in i. through iv. above to two decimal places, |
(b) | Round the characteristics listed in v. through xv. above to the nearest 1/10th of one percent, |
(c) | Use the “Appraised Value ($)” characteristic, as shown on the Final Data File, for the purpose of recalculating the characteristics listed in xi. and xiii. through xv. above and |
(d) | Use the ““As Is” Appraised Value,” as shown on the Final Data File, for the purpose of recalculating the characteristic listed in xii. above. |
Attachment A Page 8 of 12 |
16. (continued)
For the Underlying Properties associated with any 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. | Underwritten NOI Debt Yield, |
f. | Underwritten NCF Debt Yield, |
g. | NOI Debt Yield at Maturity, |
h. | NCF Debt Yield at Maturity, |
i. | Unadjusted U/W NOI Debt Yield, |
j. | Unadjusted U/W NCF Debt Yield, |
k. | Cut-off Date LTV Ratio, |
l. | "As is" Cut-off Date LTV, |
m. | LTV Ratio at Maturity or ARD, |
n. | Unadjusted LTV at Cut-off and |
o. | Unadjusted Maturity Date LTV Ratio |
for the applicable Multiple Property Loan as the value for each of the characteristics listed above for each Underlying Property associated with such Multiple Property Loan.
For any 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 U/W NOI Debt Yield, |
b. | Unadjusted U/W NCF Debt Yield, |
c. | Unadjusted LTV at Cut-off and |
d. | Unadjusted Maturity Date LTV Ratio |
characteristics.
For the purpose of recalculating the:
a. | Cut-off Date LTV Ratio and |
b. | "As is" Cut-off Date LTV |
characteristics for the Mortgage Loan identified on the Final Data File as “Springhill Suites Boise,” the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us use the difference between:
a. | Original Balance ($) and |
b. | $2,150,775 |
For any Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the combined annual debt service for the Mortgage Loan and related Companion Loan(s), which is twelve (12) times the sum of the:
a. | Monthly Debt Service Payment (After IO) and |
b. | Pari Passu Companion Loan Monthly Debt Service ($), |
as shown on the Final Data File, to recalculate the “Underwritten NOI DSCR” and “Underwritten NCF DSCR” characteristics.
Attachment A Page 9 of 12 |
16. (continued)
For any 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), |
as shown on the Final Data File, to recalculate the “UW NOI DSCR (Current)” and “UW NCF DSCR (Current)” characteristics.
For any 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 ($) and |
b. | Non-Trust Pari Passu Cut-off Date Balance, |
as shown on the Final Data File, to recalculate the:
i. | Underwritten NOI Debt Yield, |
ii. | Underwritten NCF Debt Yield, |
iii. | Cut-off Date LTV Ratio, |
iv. | "As is" Cut-off Date LTV and |
v. | Loan per Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads) ($) |
characteristics. |
For any 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 ($) and |
b. | Non-Trust Pari Passu Balloon Balance, |
as shown on the Final Data File, to recalculate the:
i. | NOI Debt Yield at Maturity, |
ii. | NCF Debt Yield at Maturity and |
iii. | LTV Ratio at Maturity or ARD |
characteristics.
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions provided by the applicable Mortgage Loan Seller(s), on behalf of the Depositor, that are described above.
Attachment A Page 10 of 12 |
17. | For any Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Annual Debt Service ($)” as twelve (12) times the “Pari Passu Companion Loan Monthly Debt Service ($),” as shown on the Final Data File. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. |
For any Mortgage Loan that is not a Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for the “Pari Passu Companion Loan Annual Debt Service ($)” characteristic.
18. | Using: |
a. | Information on the Final Data File, |
b. | Information in the Data Source(s) and/or Secondary Financing Documents, as applicable, 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 U/W NOI Debt Yield, |
iv. | Total Debt U/W NCF Debt Yield, |
v. | Total Debt LTV at Cut-off, |
vi. | Total Debt LTV at Maturity, |
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 any 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:
(a) | Round the characteristics listed in i. through ii. above to two decimal places, |
(b) | Round the characteristics listed in iii. through viii. above 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 characteristics listed in v. through vi. above. |
For any 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 above.
Attachment A Page 11 of 12 |
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., |
as shown on the Final Data File, 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 (except for the mortgaged properties described in the succeeding paragraph(s) of this Item). We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For any mortgaged property on the Final Data File which has the “General Property Type” as “Mixed Use” and the “Detailed Property Type” contains “Multifamily” (each, a “Mixed Use with Multifamily Mortgaged Property”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the aggregate commercial square footage of the related mortgaged property, as shown in the applicable Source Document(s), in place of the “Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads),” to recalculate the:
a. | Major % of Sq. Ft. # 1, |
b. | Major % of Sq. Ft. # 2, |
c. | Major % of Sq. Ft. # 3, |
d. | Major % of Sq. Ft. # 4 and |
e. | Major % of Sq. Ft. # 5 |
of each Mixed Use with Multifamily Mortgaged Property. 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 recalculating the “Major % of Sq. Ft. #1” and “Major % of Sq. Ft. #2” characteristics for the Mortgage Loan identified on the Final Data File as “910 81st Street” (“910 81st Street Mortgage Loan”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to exclude the square footage associated with the multifamily portion of the collateral, as shown in the applicable Source Document(s).
For any mortgaged property that does not have commercial tenants, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for each of the characteristics listed above.
Attachment A Page 12 of 12 |
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, |
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(s) | Methodology Provided by the Mortgage Loan Sellers |
· Moffett Towers Buildings A, B & C · Midland Atlantic Portfolio · Alabama Hilton Portfolio · PCI Pharma Portfolio |
Original Balance ($), Cut-off Date Balance ($) and Maturity or ARD Balance ($) | The “Original Balance ($),” “Cut-off Date Balance ($)” and “Maturity or ARD Balance ($)” of the Multiple Property Loan are allocated pro-rata to the respective Underlying Properties using the Underlying Property original principal balance allocations for the Whole Loan (as defined herein) that are stated in the applicable Data Source(s) (as defined herein) |
· Chicagoland Industrial Portfolio · 297 North 7th & 257 15th Street · GHC Hotel Portfolio · GIP REIT Portfolio |
Original Balance ($) | 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 ($)” allocations for the Underlying Properties that are stated in the applicable Source Document | |
· N/A | Original Balance ($), Cut-off Date Balance ($) and Maturity or ARD Balance ($) | The “Original Balance ($),” “Cut-off Date Balance ($)” and “Maturity or ARD Balance ($)” of the Multiple Property Loan are allocated pro-rata to the respective Underlying Properties using the “Appraised Value ($)” for each respective Underlying Property that is stated in the applicable Source Document |
Notes: | 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 22 |
Compared Characteristics and Source Documents
Property Information:
Characteristic | Source Document(s) |
Address (see Note 2) | Appraisal Report, Engineering Report, Phase I Environmental Report or USPS Internet Site |
City (see Notes 2) | Appraisal Report, Engineering Report, Phase I Environmental Report or USPS Internet Site |
County | Appraisal Report, Engineering Report, Phase I Environmental Report or USPS Internet Site |
State (see Note 2) | Appraisal Report, Engineering Report or Phase I Environmental Report |
Zip Code | USPS Internet Site, Appraisal Report, Engineering Report or Phase I Environmental Report |
General Property Type (see Notes 1 and 5) | Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll |
Property Type Code (see Notes 3 and 5) | Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll |
Detailed Property Type (see Note 1) | Appraisal Report, Borrower Rent Roll or Underwritten Rent Roll |
Units of Measure | 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 1) | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel |
Net Rentable Square Feet Number (see Note 4) | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel |
Net Rentable Square Feet Securitization Number (see Notes 1 and 4) | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel |
Units Beds Rooms Number (see Note 4) | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report |
Units Beds Rooms Securitization Number (see Note 4) | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report |
Year Built | Appraisal Report, Engineering Report or Phase I Environmental Report |
Year Renovated | Appraisal Report, Engineering Report, Phase I Environmental Report or Renovation Cost Schedule |
Exhibit 2 to Attachment A Page 2 of 22 |
Property Information: (continued)
Characteristic | Source Document(s) |
Occupancy | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report |
Occupancy As-of Date (see Notes 1 and 6) | Borrower Rent Roll, Underwriter’s Summary Report, Underwritten Rent Roll, Lease Agreement, Tenant Estoppel or Appraisal Report |
Second Most Recent Occupancy (see Note 1) | Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report, Historical Occupancy Certification or Borrower Rent Roll |
Second Most Recent Occupancy Date (see Note 1) | Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report, Historical Occupancy Certification or Borrower Rent Roll |
Third Most Recent Occupancy (see Note 1) | Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report, Historical Occupancy Certification or Borrower Rent Roll |
Third Most Recent Occupancy Date (see Note 1) | Underwriter’s Summary Report, Historical Occupancy Report, Appraisal Report, Historical Occupancy Certification or Borrower Rent Roll |
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 | Appraisal Report or Portfolio Appraisal Report |
”As is” Date of Valuation | Appraisal Report or Portfolio Appraisal Report |
Appraiser Designation | Appraisal Report or Portfolio Appraisal Report |
FIRREA Compliant (Yes/No) | Appraisal Report or Portfolio Appraisal Report |
Engineering Report Date | Engineering Report |
Environmental Report Date (see Note 1) | 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 |
In Flood Zone (Y/N) (see Note 10) | Insurance Review Document, Engineering Report or http://www.floodmaps.com/zones.htm |
Exhibit 2 to Attachment A Page 3 of 22 |
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 1) | Certificate of Property Insurance or Insurance Review Document |
Environmental Insurance (Y/N) (see Note 12) | Certificate of Environmental Insurance |
Major Tenant Information: (see Notes 13 and 14)
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, Tenant Estoppel or Appraisal |
Largest Tenant Lease Expiration (see Note 15) | 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, Tenant Estoppel or Appraisal |
2nd Largest Tenant Lease Expiration (see Note 15) | 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, Tenant Estoppel or Appraisal |
3rd Largest Tenant Lease Expiration (see Note 15) | 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, Tenant Estoppel or Appraisal |
4th Largest Tenant Lease Expiration (see Note 15) | 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, Tenant Estoppel or Appraisal |
5th Largest Tenant Lease Expiration (see Note 15) | Borrower Rent Roll, Underwritten Rent Roll, Lease Agreement or Tenant Estoppel |
Exhibit 2 to Attachment A Page 4 of 22 |
Historical Financial & Underwriting Information: (see Note 16)
Characteristic | Source Document(s) |
Third Most Recent Operating Statements Date | Underwriter’s Summary Report |
Third Most Recent EGI ($) | Underwriter’s Summary Report |
Third Most Recent Expenses ($) | Underwriter’s Summary Report |
Third Most Recent NOI ($) | Underwriter’s Summary Report |
Third Most Recent Capital Items | Underwriter’s Summary Report |
Third Most Recent NCF | Underwriter’s Summary Report |
Second Most Recent Operating Statements Date | Underwriter’s Summary Report |
Second Most Recent EGI ($) | Underwriter’s Summary Report |
Second Most Recent Expenses ($) | Underwriter’s Summary Report |
Second Most Recent NOI ($) | Underwriter’s Summary Report |
Second Most Recent Capital Items | Underwriter’s Summary Report |
Second Most Recent NCF | Underwriter’s Summary Report |
Most Recent # of Months | Underwriter’s Summary Report |
Most Recent Operating Statements Date | Underwriter’s Summary Report |
Most Recent EGI ($) | Underwriter’s Summary Report |
Most Recent Expenses ($) | Underwriter’s Summary Report |
Most Recent NOI ($) | Underwriter’s Summary Report |
Most Recent Capital Items | Underwriter’s Summary Report |
Most Recent NCF | Underwriter’s Summary Report |
Underwritten Revenue ($) | Underwriter’s Summary Report |
Underwritten EGI ($) | Underwriter’s Summary Report |
Underwritten Expenses ($) | Underwriter’s Summary Report |
Underwritten NOI ($) | Underwriter’s Summary Report |
Underwritten Reserves ($) | Underwriter’s Summary Report |
Underwritten TI/LC ($) | Underwriter’s Summary Report |
Underwritten NCF ($) | Underwriter’s Summary Report |
UW Vacancy | Underwriter’s Summary Report |
ADR ($) (see Note 17) | Underwriter’s Summary Report |
RevPAR ($) (see Note 17) | Underwriter’s Summary Report |
Exhibit 2 to Attachment A Page 5 of 22 |
Reserve and Escrow Information:
Characteristic | Source Document(s) |
Monthly Tax Reserves ($) | 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 ($) | Closing Statement, Loan Agreement or Loan Modification Agreement |
Upfront Other Reserves ($) (see Note 1) | Closing Statement, Loan Agreement or Loan Modification Agreement |
Monthly Other Reserves ($) | Closing Statement, Loan Agreement or Loan Modification Agreement |
Other Reserves Description (see Note 1) | Closing Statement, Loan Agreement or Loan Modification Agreement |
Upfront Tax Reserves ($) | 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 |
Replacement Reserve Cap | Loan Agreement or Loan Modification Agreement |
TI/LC Reserve Cap | Loan Agreement or Loan Modification Agreement |
Other Reserve Cap | Loan Agreement or Loan Modification Agreement |
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 |
Exhibit 2 to Attachment A Page 6 of 22 |
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 | 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 ($) (see Note 18) |
For all Mortgage Loans: · Promissory Note, Amended Promissory Note, Loan Agreement or Loan Modification Agreement For Underlying Properties associated with Multiple Property Loans: · Multiple Property Loan Calculation Methodologies |
Loan Structure Code (see Note 3) | Promissory Note, Amended Promissory Note, Loan Agreement or Loan Modification Agreement |
Interest Rate | Promissory Note, Loan Agreement or Loan Modification Agreement |
Original Interest Rate Type Code (see Note 3) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Monthly Debt Service Payment (Initial) (see Notes 18 and 19) | Promissory Note, Amended Promissory Note, Loan Agreement or Loan Modification Agreement |
Monthly Debt Service Payment (After IO) (see Notes 18 and 19) | Promissory Note, Amended Promissory Note, Loan Agreement or Loan Modification Agreement |
Pari Passu Companion Loan Monthly Debt Service ($) (see Note 18) | Promissory Note, Amended Promissory Note, Loan Agreement or Loan Modification Agreement |
Non-Trust Pari Passu Monthly Debt Service Payment (Initial) (see Note 18) | Promissory Note, Amended 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 20) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Exhibit 2 to Attachment A Page 7 of 22 |
Mortgage Loan Information: (continued)
Characteristic | Source Document(s) |
Maturity or ARD Date (see Note 21) | 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 22) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Lockbox (see Note 23) | Cash Management Agreement, Loan Agreement or Clearing Account Agreement |
Cash Management (see Note 23) | 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 Note 24) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Prepayment Type (see Note 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Lockout Expiration Date (see Notes 24, 25 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Prepayment / Defeasance Begin Date (see Notes 24, 26 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Prepayment / Defeasance End Date (see Notes 24, 25 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Prepayment Lock Out End Date (see Notes 24, 25 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Yield Maintenance End Date (see Notes 24, 27 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Prepayment Premiums End Date (see Notes 24, 27 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Exhibit 2 to Attachment A Page 8 of 22 |
Mortgage Loan Information: (continued)
Characteristic | Source Document(s) |
Defeasance Option Start Date (see Notes 24, 26 and 31) | Promissory Note, Loan Agreement or Loan Modification Agreement |
Prepayment Premium Indicator (see Notes 28 and 31) | 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 | 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 | Ground Lease Agreement, Parking Lease or Ground Lease Abstract |
Ground Lease Extension Terms | Ground Lease Agreement, Parking Lease or Ground Lease Abstract |
Annual Ground Lease Payment ($) | Ground Lease Agreement, Ground Lease Abstract, Ground Lease Rent Breakdown, Parking Lease 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 29) | Promissory Note, Amended Promissory Note, Loan Agreement, Loan Modification Agreement, Intercompany Loan Promissory Note or Secondary Financing Documents |
Existing Additional Sub Debt Description (see Note 29) | Promissory Note, Amended Promissory Note, Loan Agreement, Loan Modification Agreement, Intercompany Loan Promissory Note 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 |
Franchise Flag (see Note 1) | Franchise Agreement or Management Agreement |
Exhibit 2 to Attachment A Page 9 of 22 |
Mortgage Loan Information: (continued)
Characteristic | Source Document(s) |
Franchise Agreement Expiration Date (see Note 1) | Franchise Agreement or Management Agreement |
Previous Securitization (see Note 30) | Bloomberg Screenshot or Trepp Screenshot |
Notes:
1. | For each Mortgage Loan and Underlying Property, as applicable, 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 if the information in the “Provided Value” column did not agree with the information that was shown in the applicable Source Document(s) or the applicable Source Document(s) were not provided to us. |
Table A1: | ||||
Mortgage Loan | Underlying Property | Characteristic | Provided Value | |
PCI Pharma Portfolio | 6166 Nancy Ridge Drive | General Property Type |
Office | |
Detailed Property Type |
Suburban Flex | |||
6146 Nancy Ridge Drive | General Property Type |
Office | ||
Detailed Property Typev |
Suburban Flex | |||
525 Market Street | NAP | Second Most Recent Occupancy Date |
12/31/2018 | |
NAP | Third Most Recent Occupancy Date |
12/31/2017 | ||
Lakeside Flats | NAP | Environmental Report Date |
1/21/2020 | |
910 81st Street | NAP | General Property Type |
Multifamily | |
Detailed Property Type |
Garden | |||
Moffett Towers Buildings A, B & C | NAP |
Second Most Recent Occupancy Date Third Most Recent Occupancy Date |
12/31/2018 12/31/2017 | |
Moffett Towers Building A |
Second Most Recent Occupancy Date Third Most Recent Occupancy Date |
12/31/2018 12/31/2017 | ||
Moffett Towers Building B |
Second Most Recent Occupancy Date Third Most Recent Occupancy Date |
12/31/2018 12/31/2017 | ||
Moffett Towers Building C |
Second Most Recent Occupancy Date Third Most Recent Occupancy Date |
12/31/2018 12/31/2017 | ||
Hotel ZaZa Houston Museum District | NAP | Franchise Flag |
Hotel ZaZa | |
JW Marriott Nashville | NAP | Franchise Agreement Expiration Date |
7/1/2048 | |
297 North 7th & 257 15th Street | 297 North 7th Street | Net Rentable Area (Sq. Ft./Units/Beds/Rooms/Pads) |
38,981 | |
297 North 7th Street | Net Rentable Square Feet Securitization Number |
38,981 | ||
Flushing Commons | NAP | Windstorm Insurance (Y/N) |
Yes | |
Exhibit 2 to Attachment A Page 10 of 22 |
Notes: (continued)
1. (continued)
Table A1: | ||||
Mortgage Loan | Underlying Property | Characteristic | Provided Value | |
Werner Industrial | NAP | Occupancy As-of Date | 2/3/2020 | |
Staples Headquarters | NAP | Second Most Recent Occupancy | 100.0% | |
Second Most Recent Occupancy Date | 12/31/2018 | |||
Third Most Recent Occupancy | 100.0% | |||
Third Most Recent Occupancy Date | 12/31/2017 | |||
GHC Hotel Portfolio | Springhill Suites Terre Haute | Franchise Agreement Expiration Date | 9/5/2026 | |
Residence Inn Florence | NAP | Franchise Agreement Expiration Date | 4/27/2029 | |
Live Nation Downtown LA | NAP | Upfront Other Reserves ($) | $790,833 | |
Other Reserves Description | Debt Service Reserve | |||
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.
2. | For the purpose of comparing the indicated characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to ignore differences that are due to standard postal abbreviations. |
3. | For the purpose of comparing the indicated 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. |
4. | The Mortgage Loan Seller(s), 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 any mortgaged property on the Combined Data File with the “Units of Measure” characteristic as “Sq. Ft.” For any mortgaged property on the Combined Data File that does not have the “Units of Measure” characteristic as “Sq. Ft.,” the applicable Mortgage Loan Seller(s), 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 11 of 22 |
Notes: (continued)
4. (continued)
The Mortgage Loan Seller(s), 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 any mortgaged property on the Combined Data File that does not have the “Units of Measure” characteristic as “Sq. Ft.” For any mortgaged property on the Combined Data File with the “Units of Measure” characteristic as “Sq. Ft.,” the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “<blank>” for the “Units Beds Rooms Number” and “Units Beds Rooms Securitization Number” characteristics.
5. | 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 any mortgaged property described in the succeeding paragraph of this Note), as shown in the applicable Source Document(s). |
For the mortgaged properties identified on the Combined Data File as:
a. | Redmond Town Center, |
b. | 711 Fifth Avenue, |
c. | 650 Madison Avenue |
d. | 297 North 7th Street, |
e. | 257 15th Street and |
f. | 112 7th Avenue, |
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.
6. | 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 applicable month if the applicable Source Document(s) only showed the month and year. |
For any mortgaged property on the Combined Data File with the “Single Tenant (Yes/No)” characteristic as “Yes” (except for any such mortgaged property contributed by Goldman (each, a “Goldman Single Tenant Property”), which are described in the succeeding paragraph(s) of this Note), 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.
Exhibit 2 to Attachment A Page 12 of 22 |
Notes: (continued)
6. (continued)
For any Goldman Single Tenant Property (except for the Underlying Properties identified on the Combined Data File as “Moffett Towers Building A” and “Moffett Towers Building B” (the “Moffett Towers Building A and B Properties”) that secure the Mortgage Loan identified on the Combined Data File as “Moffett Towers Buildings A, B & C”), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “3/1/2020” for the “Occupancy As-of Date” characteristic. For the Moffett Towers Building A and B Properties, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “1/1/2021” for the “Occupancy As-of Date” characteristic.
7. | For any mortgaged property on the Combined Data File that does not have “As Is” for the “Appraisal Value As Is / Stabilized” characteristic, 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, as shown in the applicable Source Document(s), for the “Appraised Value ($)” and “Appraisal As-of Date” characteristics, respectively. |
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. |
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 “In Flood Zone (Y/N)” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the applicable flood zone, as shown in the applicable Source Document(s), 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 is located in a flood zone with less than a 1% annual chance of flooding, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “No” for the “In Flood Zone (Y/N)” 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. |
Exhibit 2 to Attachment A Page 13 of 22 |
Notes: (continued)
12. | 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” only if there is a certificate of environmental insurance Source Document in the related loan file which indicates that environmental insurance is in place. |
13. | 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, as shown in the applicable Source Document(s). |
14. | 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, and for those tenants with multiple lease expirations, to use the latest lease expiration date, as shown in the applicable Source Document(s). |
15. | For the purpose of comparing the indicated characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the last day of the applicable month if the applicable Source Document(s) only showed the month and year of expiration. |
16. | 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 +/- $2 or less. |
17. | The Mortgage Loan Sellers, on behalf of the Depositor, instructed us to perform procedures on the “ADR ($)” and “RevPAR ($)” characteristics only for any mortgaged property on the Combined Data File with the “General Property Type” characteristic as “Hospitality” (each, a “Hospitality Property”). For any mortgaged property on the Combined Data File that is not a Hospitality Property, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “NAP” for the “ADR ($)” and “RevPAR ($)” characteristics. |
For the purpose of comparing the “ADR ($)” and “RevPAR ($)” characteristics for any Hospitality Property, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the “underwritten” values, as applicable, as shown in the underwriter’s summary report Source Document.
Exhibit 2 to Attachment A Page 14 of 22 |
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, with respect to any Pari Passu Mortgage Loan that contains “B Note” in the “Existing Additional Sub Debt Description” characteristic (each, a “Pari Passu Mortgage Loan with Subordinate Secured Debt”), the related Whole Loan also has one or more subordinate secured notes that will not be assets of the Issuing Entity (each, a “Subordinate Companion Loan”). |
For each Whole Loan listed in Table A2, the applicable Source Document(s) 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”), listed in the “Data Source(s)” column of Table A2 indicates that the Whole Loan was split into multiple components which are pari passu with each other, and also, with respect to any Pari Passu Mortgage Loan with Subordinate Secured Debt, one or more components that are subordinate to the related Mortgage Loan and Companion Loan(s).
Exhibit 2 to Attachment A Page 15 of 22 |
Notes: (continued)
18. (continued)
Table A2: | |||
Whole Loan | Mortgage Loan, Companion Loan(s) and Subordinate Companion Loan(s) | Original Component Balances | Data Source(s) |
1633 Broadway |
Mortgage Loan Companion Loan(s) Subordinate Companion Loan(s) |
$100,000,000 $901,000,000 $249,000,000 |
Client Provided Schedule |
Moffett Towers Building A, B & C |
Mortgage Loan Companion Loan(s) Subordinate Companion Loan(s) |
$60,000,000 $383,000,000 $327,000,000 |
Loan Agreement |
Redmond Town Center |
Mortgage Loan Companion Loan(s) |
$80,000,000 $21,500,000 |
Client Provided Schedule |
711 Fifth Avenue |
Mortgage Loan Companion Loan(s) |
$80,000,000 $465,000,000 |
Loan Agreement and Promissory Notes |
650 Madison Avenue |
Mortgage Loan Companion Loan(s) Subordinate Companion Loan(s) |
$51,450,000 $535,350,000 $213,200,000 |
Loan Modification Agreement |
525 Market Street |
Mortgage Loan Companion Loan(s) Subordinate Companion Loan(s) |
$50,000,000 $420,000,000 $212,000,000 |
Loan Agreement and Promissory Notes |
675 Creekside Way |
Mortgage Loan Companion Loan(s) |
$50,000,000 $33,400,000 |
Loan Agreement and Promissory Notes |
Hotel ZaZa Houston Museum District |
Mortgage Loan Companion Loan(s) |
$38,500,000 $21,500,000 |
Client Provided Schedule |
JW Marriott Nashville |
Mortgage Loan Companion Loan(s) |
$20,000,000 $165,000,000 |
Client Provided Schedule |
Midland Atlantic Portfolio |
Mortgage Loan Companion Loan(s) |
$22,000,000 $23,000,000 |
Client Provided Schedule |
The Shoppes at Blackstone Valley |
Mortgage Loan Companion Loan(s) |
$19,000,000 $145,000,000 |
Amended Promissory Notes and Loan Agreement |
Alabama Hilton Portfolio |
Mortgage Loan Companion Loan(s) |
$17,000,000 $12,000,000 |
Amended Promissory Notes and Loan Agreement |
PCI Pharma Portfolio |
Mortgage Loan Companion Loan(s) |
$16,750,000 $91,750,000 |
Promissory Notes and Loan Agreement |
Staples Headquarters |
Mortgage Loan Companion Loan(s) |
$10,000,000 $80,000,000 |
Amended Promissory Notes and Loan Agreement |
Exhibit 2 to Attachment A Page 16 of 22 |
Notes: (continued)
18. (continued)
For the avoidance of doubt, all references herein to the Companion Loan(s) do not include any Subordinate Companion Loan(s).
For the purpose of comparing the “Original Balance ($)” characteristic for each Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use the information in the “Original Component Balances” column of Table A2 that is associated with the “Mortgage Loan” component(s) of each Whole Loan that is listed in the “Mortgage Loan, Companion Loan(s) and Subordinate Companion Loan(s)” column of Table A2.
For the purpose of comparing the “ Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics for any Pari Passu Mortgage Loan with “Interest Only” or “Interest Only, ARD” as the “Amortization Type” on the Combined Data File, and which also has the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Pari Passu Companion Loan Monthly Debt Service ($)” 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,” as shown on the Combined Data File, and |
c. | 365/360. |
For the purpose of comparing the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics for any Pari Passu Mortgage Loan with “Amortizing Balloon,” “Amortizing Balloon, ARD” or “Fully Amortizing” as the “Amortization Type” on the Combined Data File (each, an “Amortizing 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(s), based on the ratio of the “Original Balance ($)” of the Mortgage Loan, as shown on the Combined Data File, to the original balance of the related Whole Loan, as shown in the applicable Data Source(s).
Exhibit 2 to Attachment A Page 17 of 22 |
Notes: (continued)
18. (continued)
For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics for any Amortizing 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(s), based on the ratio of the aggregate original balance of the related Companion Loan(s) to the original balance of the related Whole Loan, as shown in the applicable Data Source(s).
For the purpose of comparing the “Monthly Debt Service Payment (After IO)” characteristic for any Pari Passu Mortgage Loan with “Interest Only, then Amortizing” or “Interest Only, then Amortizing, ARD” as the “Amortization Type” on the Combined Data File (each, a “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 herein) for the related Whole Loan that is shown in the applicable Data Source(s), based on the ratio of the “Original Balance ($)” of the Mortgage Loan, as shown on the Combined Data File, to the original balance of the related Whole Loan, as shown in the applicable Data Source(s).
For the purpose of comparing the “Pari Passu Companion Loan Monthly Debt Service ($)” characteristic for any 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(s), 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(s).
For the purpose of comparing the “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristic for any Partial I/O Pari Passu Mortgage Loan, which also 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 ($)” and “Non-Trust Pari Passu Monthly Debt Service Payment (Initial)” characteristics.
Exhibit 2 to Attachment A Page 18 of 22 |
Notes: (continued)
19. | For the purpose of comparing the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics for any Mortgage Loan on the Combined Data File with the “Amortization Type” characteristic as “Interest Only” or “Interest Only, ARD” (each, an “Interest Only Loan”), which also has the “Interest Accrual Basis” characteristic as “Actual/360” on the Combined Data File, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to recalculate the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics as 1/12th of the product of: |
a. | The “Original Balance ($),” as shown on the Combined Data File, |
b. | The “Interest Rate,” as shown on the Combined Data File, and |
c. | 365/360. |
For the purpose of comparing the “Monthly Debt Service Payment (Initial)” characteristic for any Mortgage Loan on the Combined Data File with the “Amortization Type” characteristic as “Interest Only, then Amortizing” or “Interest Only, then Amortizing, ARD” (each, a “Partial I/O Loan”), which also 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 “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 any Partial I/O Loan (except for any Partial I/O Pari Passu Mortgage Loan(s), which are described 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).
For the purpose of comparing the “Monthly Debt Service Payment (Initial)” and “Monthly Debt Service Payment (After IO)” characteristics for any Mortgage Loan on the Combined Data File with the “Amortization Type” characteristic as “Amortizing Balloon,” “Amortizing Balloon, ARD” or “Fully Amortizing” (each, an “Amortizing Loan”) (except for any Amortizing Pari Passu Mortgage Loan(s), which are described above) 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).
20. | 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 any Interest Only Loan and Partial I/O Loan. For any 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. |
Exhibit 2 to Attachment A Page 19 of 22 |
Notes: (continued)
21. | For the purpose of comparing the “Maturity or ARD Date” characteristic for any Mortgage Loan 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(s). |
22. | For the purpose of comparing the “First Payment Date” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to assume that the “First Payment Date” is the “Payment Date” related to the first full interest accrual period, as shown in the applicable Source Document(s). |
23. | For the purpose of comparing the “Lockbox” and “Cash Management” characteristics, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the descriptions included in the Draft Preliminary Prospectus. |
24. | For the purpose of comparing the indicated characteristics for any Pari Passu Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to assume that the entire “Loan” (as described in the applicable Source Document(s)) has been securitized. |
For the purpose of comparing the indicated characteristics, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to ignore any adjustments based on business day convention as stated in the applicable Source Document(s).
25. | For the purpose of comparing the “Lockout Expiration Date” characteristic, the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” which occurs during the defeasance period for any Mortgage Loan that allows for defeasance and the day prior to the first “Payment Date” which occurs during the yield maintenance period for any Mortgage Loan that can be prepaid with yield maintenance. For any Mortgage Loan that allows 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 “Lockout Expiration Date” characteristic. |
For any 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.
For the purpose of comparing the “Prepayment / Defeasance End Date” characteristic for each Mortgage Loan on the Combined Data File (except for the Mortgage Loan identified on the Combined Data File as “The Shoppes at Blackstone Valley” (“The Shoppes at Blackstone Valley Mortgage Loan”), which is described in the succeeding paragraph(s) of this Note), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” which occurs during the open period.
Exhibit 2 to Attachment A Page 20 of 22 |
Notes: (continued)
25. (continued)
For the purpose of comparing the “Prepayment Lock Out End Date” characteristic for each Mortgage Loan on the Combined Data File (except for The Shoppes at Blackstone Valley Mortgage Loan, which is described in the succeeding paragraph(s) of this Note), the Mortgage Loan Sellers, on behalf of the Depositor, instructed us to use the day prior to the first “Payment Date” which occurs during the open period for any Mortgage Loan that allows for defeasance and the day prior to the first “Payment Date” which occurs during the yield maintenance period for any Mortgage Loan that can be prepaid with yield maintenance. For any Mortgage Loan that allows 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 Lock Out End Date” characteristic.
For The Shoppes at Blackstone Valley Mortgage Loan, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to use “5/5/2029” and “05-05-2029” for the purpose of comparing the “Prepayment / Defeasance End Date” and “Prepayment Lock Out End Date” characteristics, respectively.
26. | 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” which occurs during the defeasance period for any Mortgage Loan that allows for defeasance and the first “Payment Date” which occurs during the yield maintenance period for any Mortgage Loan that can be prepaid with yield maintenance. For any Mortgage Loan that allows 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. |
For the purpose of comparing the “Defeasance Option Start Date” characteristic for any Mortgage Loan that allows 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. For any Mortgage Loan that does 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.
27. | For the purpose of comparing the “Yield Maintenance End Date” and “Prepayment Premiums End Date” characteristics for any Mortgage Loan that can 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. For any Mortgage Loan 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. |
Exhibit 2 to Attachment A Page 21 of 22 |
Notes: (continued)
28. | 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 any Mortgage Loan that can be prepaid with yield maintenance. For any Mortgage Loan 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. |
29. | For the purpose of comparing the: |
a. | Existing Additional Sub Debt (Yes/No) and |
b. | Existing Additional Sub Debt Description |
characteristics, either:
i. | The promissory note, amended promissory note, 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, mezzanine loan modification 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 any Pari Passu Mortgage Loan with Subordinate Secured Debt for which the applicable Mortgage Loan Seller(s), on behalf of the Depositor, provided a Client Provided Schedule (as applicable, as indicated in Table A2 herein), the related Client Provided Schedule describes 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 applicable Data Source(s) and/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 any Mortgage Loan with Additional Debt (as defined herein), the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to not include any related Companion Loan(s).
For any Mortgage Loan which does not have additional debt (based on the procedures described in the preceding paragraphs of this Note), 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 22 of 22 |
Notes: (continued)
30. | For any 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”) which contains the previous securitization history for such Mortgage Loan. We performed no procedures to determine if any Mortgage Loan for which we were not provided a Bloomberg Screenshot Source Document or Trepp Screenshot Source Document relating to the previous securitization history for such Mortgage Loan was included in a previous securitization. |
31. | For the Mortgage Loan identified on the Combined Data File as “711 Fifth Avenue,” the loan agreement Source Document contains the following: |
“if such prepayment is being made to achieve a DY Cure Event prior to the Prepayment Period, be accompanied by the applicable Yield Maintenance Premium on the amount of the Loan which is being prepaid”
For the purpose of comparing the indicated characteristics, the applicable Mortgage Loan Seller(s), on behalf of the Depositor, instructed us to ignore all “Yield Maintenance Premium” language in the above description.
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 |
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) |
Reserve Adjusted Loan Amount |
Controlling Note (Yes/No) |
Non-Trust Pari Passu Original Balance |
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 |
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 |
Exhibit 3 to Attachment A Page 2 of 3 |
Characteristic |
Periodic Payment Adjustment Maximum Amount |
Periodic Payment Adjustment Maximum Percent |
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 |
Exhibit 3 to Attachment A Page 3 of 3 |
Characteristic |
Asset Subject Demand Indicator |
Asset Subject Demand Status Code |
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 |
Most Recent Financials Start Date |
Most Recent Financials End Date |
Note: | We performed no procedures to determine the accuracy, completeness or reasonableness of the Provided Characteristics. |
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