UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM ABS-15G/A
ASSET-BACKED SECURITIZER
Report Pursuant to Section 15G of
the Securities Exchange Act of 1934
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
[_] Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period _________________ to _________________
Date of Report (Date of earliest event reported)______________________
Commission File Number of securitizer: ____________________
Central Index Key Number of securitizer: ___________________
______________________________________________________________________
Name and telephone number, including area code, of the person to
contact in connection with this filing
Indicate by check mark whether the securitizer has no
activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) [_]
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i)
[_]
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii)
[_]
[ü] Rule 15Ga-2 under the Exchange Act (17 CFR 240.15Ga-2)
Central Index Key Number of depositor: 0001013454
ONE 2021-PARK Mortgage Trust
(Exact name of issuing entity as specified in its charter)
Central Index Key Number of issuing entity (if applicable): N/A
Central Index Key Number of underwriter (if applicable): Not applicable
Helaine M. Kaplan, (212) 250-5270 |
Name and telephone number, including area code, of the person to |
contact in connection with this filing |
EXPLANATORY NOTE
This Form ABS-15G/A amends the Form ABS-15G filed on February 2, 2021 (SEC Accession Number: 0001539497-21-000094) (the “Original Form ABS-15G”) to file as Exhibit 1 hereto an agreed-upon procedures report, dated February 3, 2021, 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, which supersedes Exhibit 1 to the Original Form ABS-15G.
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: February 3, 2021 | ||||||
By: | /s/ Natalie Grainger | |||||
Name: Natalie Grainger | ||||||
Title: Director |
||||||
(senior officer in charge of securitization of the depositor) | ||||||
By: | /s/ Matt Smith | |||||
Name: Matt Smith | ||||||
Title: Director | ||||||
(senior officer in charge of securitization of the depositor) | ||||||
ONE 2021-PARK: FORM ABS-15G
Exhibit 1 | Agreed-upon procedures report, dated February 3, 2021, of Ernst & Young LLP. |
ONE 2021-PARK: FORM ABS-15G
Exhibit 1
ONE 2021-PARK Mortgage Trust
Commercial Mortgage Pass-Through Certificates
Report To:
Deutsche Mortgage & Asset Receiving Corporation
German American Capital Corporation
Deutsche Bank Securities Inc.
Barclays Capital Real Estate Inc.
Barclays Capital Inc.
3 February 2021
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 |
Barclays Capital Real Estate Inc. Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 |
Re: | ONE 2021-PARK Mortgage Trust (the “Issuing Entity”) Commercial Mortgage Pass-Through Certificates (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 the accuracy of certain information with respect to the Mortgage Loan (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.
For the purpose of the procedures described in this report, Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”) provided us with:
a. | Certain electronic data files (the “Data Files”) that are described in Attachment A, |
b. | Copies of various source documents (the “Source Documents”), which are listed on Exhibit 1 to Attachment A, |
c. | A list of characteristics on the Data Files (the “Compared Characteristics”), which are listed on Exhibit 2 to Attachment A, that the Depositor instructed us to compare to information contained in the Source Documents, |
d. | A list of characteristics on the Data Files (the “Recalculated Characteristics”), which are described in Attachment A, that the Depositor instructed us to recalculate using information on the Data Files, |
e. | A list of characteristics on the Data Files (the “Provided Characteristics”), which are listed on Exhibit 3 to Attachment A, on which the Depositor instructed us to perform no procedures, |
f. | A draft of the preliminary offering circular for the Issuing Entity’s securitization transaction (the “Draft Preliminary Offering Circular”) and |
g. | Instructions, assumptions and methodologies, which are described in Attachment A. |
Page 2 of 2 |
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, Compared Characteristics, Recalculated Characteristics, Provided Characteristics, Draft Preliminary Offering Circular 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, Provided Characteristics, Draft Preliminary Offering Circular or any other information provided to us by 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 Loan, (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 that are described in this report. We undertake no responsibility to update this report for events and circumstances occurring after the date hereof.
We were not engaged to, and did not, conduct an examination to express an opinion or a review to express a conclusion in accordance with attestation standards established by the American Institute of Certified Public Accountants on any of the items referred to herein. Accordingly, we do not express such an opinion or conclusion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.
The agreed-upon procedures described in this report were not performed for the purpose of:
a. | Satisfying any criteria for due diligence published by a nationally recognized statistical rating organization (a “rating agency”) or |
b. | Making any findings with respect to: |
i. | Whether the origination of the Mortgage Loan 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 Loan, |
iii. | Whether the originator(s) of the Mortgage Loan complied with federal, state or local laws or regulations or |
iv. | Any other factor or characteristic of the Mortgage Loan 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 information and 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
3 February 2021
Attachment A |
Background
For the purpose of the procedures described in this report, the Depositor indicated that:
a. | The Issuing Entity’s assets will consist primarily of certain promissory notes evidencing a two-year, componentized, interest-only floating-rate mortgage loan subject to three successive 12-month extension options (the “Mortgage Loan”) and |
b. | The Mortgage Loan will be secured by, among other things, a first lien mortgage on the borrower’s fee simple interest in One Park Avenue, a mixed use building located at One Park Avenue, New York, New York (the “Mortgaged Property”). |
Procedures performed and our associated findings
1. | The Depositor provided us with: |
a. | An electronic data file (the “Preliminary Data File”) that the Depositor indicated contains information relating to the Mortgage Loan and Mortgaged Property as of 26 February 2021 (the “Reference Date”) and |
b. | Record layout and decode information relating to the information on the Preliminary Data File. |
Using the information in the Source Documents, we compared the Compared Characteristics listed on Exhibit 2 to Attachment A, as shown on the Preliminary Data File, to the corresponding information in the Source Documents indicated on Exhibit 2 to Attachment A, subject to the instructions, assumptions and methodologies stated in the notes on Exhibit 2 to Attachment A.
2. | As instructed by the Depositor, we adjusted the information on the Preliminary 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 Depositor. The Preliminary Data File, as so adjusted, is hereinafter referred to as the “Updated Data File.” |
3. | Subsequent to the performance of the procedures described in Items 1. and 2. above, we received from the Depositor: |
a. | An electronic data file (the “Final Data File,” which together with the Preliminary Data File comprise the Data Files) that the Depositor indicated contains information relating to the Mortgage Loan and Mortgaged Property as of the Reference Date and |
b. | Record layout and decode information relating to the information on the Final Data File. |
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.
Attachment A |
4. | Using the “First Pmt Date,” as shown on the Final Data File, we recalculated the “Seasoning” of the Mortgage Loan as of the Reference Date. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement. |
5. | Using the: |
a. First Pmt Date and
b. Maturity Date,
as shown on the Final Data File, we recalculated the “Original Term” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
6. | Using the: |
a. First Pmt Date and
b. Fully Extended Maturity,
as shown on the Final Data File, we recalculated the “Original Term Extended” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
7. | Using the: |
a. Original Term and
b. Seasoning,
as shown on the Final Data File, we recalculated the “Remaining Term” of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
8. | Using the: |
a. Original Term Extended and
b. Seasoning,
as shown on the Final Data File, we recalculated the “Remaining Term Extended” of the 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. | The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for the entire term, including during any extension periods. Based on this information, the Depositor instructed us to: |
a. | Use the “Original Term,” as shown on the Final Data File, for the original interest-only period of the Mortgage Loan (the “IO Period”) and |
b. | Use the “1st Mortgage Original Balance” of the Mortgage Loan, as shown on the Final Data File, as: |
i. | The principal balance of the Mortgage Loan as of the Reference Date (the “1st Mortgage Current Balance”) and |
ii. | The principal balance of the Mortgage Loan as of the “Maturity Date” of the Mortgage Loan (the “1st Mortgage Balloon Balance”). |
We compared this information to the corresponding information on the Final Data File and found such information to be in agreement.
Attachment A |
10. | Using the: |
a. | LIBOR Rounding, |
b. | 1st Mortgage LIBOR Floor, |
c. | 1st Mortgage Margin and |
d. | LIBOR Cap, |
as shown on the Final Data File, and a LIBOR assumption of 0.25000% that was provided by the Depositor, we recalculated the:
i. | Effective LIBOR 1st Mortgage, |
ii. | 1st Mortgage Coupon and |
iii. | 1st Mortgage Cap Coupon |
of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
11. | Using the: |
a. | 1st Mortgage Original Balance, |
b. | 1st Mortgage Coupon, |
c. | 1st Mortgage Cap Coupon and |
d. | Rate Type, |
as shown on the Final Data File, and the calculation methodologies provided by the Depositor described in the succeeding paragraph(s) of this Item, we recalculated the:
i. | 1st Mortgage Debt Service at LIBOR and |
ii. | 1st Mortgage Debt Service at Cap |
of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructed us to recalculate the “1st Mortgage Debt Service at LIBOR” of the Mortgage Loan as the product of:
a. | The “1st Mortgage Original Balance,” as shown on the Final Data File, |
b. | The “1st Mortgage Coupon,” as shown on the Final Data File, and |
c. | 365/360. |
For the purpose of this procedure, the Depositor instructed us to recalculate the “1st Mortgage Debt Service at Cap” of the Mortgage Loan as the product of:
a. | The “1st Mortgage Original Balance,” as shown on the Final Data File, |
b. | The “1st Mortgage Cap Coupon,” as shown on the Final Data File, and |
c. | 365/360. |
Attachment A |
12. | Using the: |
a. | 1st Mortgage Debt Service at LIBOR, |
b. | 1st Mortgage Debt Service at Cap, |
c. | 1st Mortgage Current Balance, |
d. | 1st Mortgage Balloon Balance, |
e. | UW NOI, |
f. | UW NCF, |
g. | “As-is” Appr. Value and |
h. | Collateral SF, |
as shown on the Final Data File, and the applicable calculation methodologies and assumptions described in the Draft Preliminary Offering Circular, we recalculated the:
i. | 1st Mortgage UW NOI DSCR at LIBOR, |
ii. | 1st Mortgage UW NCF DSCR at LIBOR, |
iii. | 1st Mortgage UW NOI DSCR at Cap, |
iv. | 1st Mortgage UW NCF DSCR at Cap, |
v. | Appraised Value / Unit, |
vi. | 1st Mortgage “As Is” Current LTV, |
vii. | 1st Mortgage “As Is” Maturity LTV, |
viii. | 1st Mortgage UW NOI Debt Yield, |
ix. | 1st Mortgage UW NCF Debt Yield and |
x. | 1st Mortgage Balance / Unit |
of the Mortgage Loan. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
For the purpose of this procedure, the Depositor instructor us to:
a. | Round the characteristics listed in i. through v. above to two decimal places and |
b. | Round the characteristics listed in vi. through ix. above to the nearest 1/10th of one percent. |
13. | Using the: |
a. Largest Tenant Leased SF,
b. 2nd Largest Tenant Leased SF,
c. 3rd Largest Tenant Leased SF and
d. Collateral SF,
as shown on the Final Data File, we recalculated the:
i. Largest Tenant % of NSF,
ii. 2nd Largest Tenant % of NSF and
iii. 3rd Largest Tenant % of NSF
of the Mortgaged Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
14. | Using the: |
a. | Master & Primary Fee Rate, |
b. | Cert Admin / Trustee Fee Rate, |
c. | Operating Advisor Fee and |
d. | CREFC Fee, |
as shown on the Final Data File, we recalculated the “Admin Fee Rate” of the 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 |
Source Documents
Mortgage Loan Source Documents
Source Document Title | Source Document Date |
Loan Agreement (see Note 1) | 1 February 2021 |
Non-Consolidation Opinion (see Note 1) | January 2021 |
Mortgaged Property Source Documents
Source Document Title | Source Document Date |
Appraisal Report | 1 February 2021 |
Engineering Report | 27 January 2021 |
Phase I Environmental Report | 27 January 2021 |
Underwriter’s Summary Report | Not Dated |
Underwritten Rent Roll | Not Dated |
Insurance Review Documents (see Note 1) | Various |
Lease Abstracts | Not Dated |
Condominium Abstract (see Note 1) | Not Dated |
USPS Internet Site (www.usps.com) | Not Applicable |
Pro Forma Title Policy | Not Dated |
Property Management Agreement and Amendments | Various |
Note:
1. | The indicated Source Document(s) that were provided to us by the Depositor are draft document(s). For the purpose of the procedures described in this report, the Depositor instructed us to treat the indicated Source Document(s) as fully executed. |
Exhibit 2 to Attachment A |
Compared Characteristics and Source Documents
Mortgaged Property Information:
Characteristic | Source Document(s) |
Address (see Note 1) | Appraisal Report |
City (see Note 1) | Appraisal Report |
State (see Note 1) | Appraisal Report |
Zip Code | USPS Internet Site (www.usps.com) |
Primary Type | Appraisal Report |
Secondary Type | Appraisal Report |
Year Built | Appraisal Report |
Latest Renovation | Appraisal Report |
Collateral SF | Underwritten Rent Roll |
Primary Unit of Measure | Underwritten Rent Roll |
Occupancy | Underwritten Rent Roll |
Occupancy Date | Underwritten Rent Roll |
Single Tenant | Underwritten Rent Roll |
Third Party Information:
Characteristic | Source Document(s) |
“As-is” Appr. Value (see Note 10) | Appraisal Report |
“As-is” Value Date (see Note 10) | Appraisal Report |
Appraisal Firm | Appraisal Report |
FIRREA | Appraisal Report |
Date of Phase I Report | Phase I Environmental Report |
Environmental Firm | Phase I Environmental Report |
Phase II Recommended (Yes/No) | Phase I Environmental Report |
Date of Engineering Report | Engineering Report |
Engineering Firm | Engineering Report |
Located in Seismic Zone (Yes/No) (see Note 2) | Engineering Report |
Major Tenant Information: (see Note 3)
Characteristic | Source Document(s) |
Largest Tenant | Underwritten Rent Roll |
Largest Tenant Leased SF | Underwritten Rent Roll |
Largest Tenant Lease Expiration | Underwritten Rent Roll |
2nd Largest Tenant | Underwritten Rent Roll |
2nd Largest Tenant Leased SF | Underwritten Rent Roll |
2nd Largest Tenant Lease Expiration | Underwritten Rent Roll |
3rd Largest Tenant | Underwritten Rent Roll |
3rd Largest Tenant Leased SF | Underwritten Rent Roll |
3rd Largest Tenant Lease Expiration | Underwritten Rent Roll |
Exhibit 2 to Attachment A |
Underwriting Information: (see Note 4)
Characteristic | Source Document(s) |
UW EGI | Underwriter’s Summary Report |
UW Expenses | Underwriter’s Summary Report |
UW NOI | Underwriter’s Summary Report |
UW Replacement Reserves | Underwriter’s Summary Report |
UW TILC | Underwriter’s Summary Report |
UW NCF | Underwriter’s Summary Report |
Most Recent Financial Statement Date | Underwriter’s Summary Report |
Most Recent NCF | Underwriter’s Summary Report |
2nd Most Recent Financial Statement Date | Underwriter’s Summary Report |
2nd Most Recent NCF | Underwriter’s Summary Report |
3rd Most Recent Financial Statement Date | Underwriter’s Summary Report |
3rd Most Recent NCF | Underwriter’s Summary Report |
Reserve and Escrow Information:
Characteristic | Source Document(s) |
Initial Tax Reserve | Loan Agreement |
Initial Insurance Reserve | Loan Agreement |
Initial Replacement Reserve | Loan Agreement |
Initial TI/LC Reserve | Loan Agreement |
Initial Deferred Maintenance Reserve | Loan Agreement |
Initial Environmental Reserve | Loan Agreement |
Initial Debt Service Reserve | Loan Agreement |
Initial Other Reserve | Loan Agreement |
Initial Other Reserve Description | Loan Agreement |
Ongoing Tax Escrow | Loan Agreement |
Ongoing Insurance Escrow | Loan Agreement |
Ongoing Required Replacement Reserves | Loan Agreement |
Ongoing Required TI/LC | Loan Agreement |
Ongoing Other Reserve | Loan Agreement |
Ongoing Other Reserve Description | Loan Agreement |
Interest Goes to Borrower RE Tax | Loan Agreement |
Interest Goes to Borrower Insurance | Loan Agreement |
Interest Goes to Borrower Replacement Reserves | Loan Agreement |
Interest Goes to Borrower TI/LC | Loan Agreement |
Interest Goes to Borrower Other Escrows | Loan Agreement |
Directs Investment (Borrower or Lender) | Loan Agreement |
Exhibit 2 to Attachment A |
Mortgage Loan Information:
Characteristic | Source Document(s) |
Originator | Loan Agreement |
1st Mortgage Original Balance | Loan Agreement |
1st Mortgage LIBOR Floor | Loan Agreement |
LIBOR Setting | Loan Agreement |
LIBOR Reset Frequency | Loan Agreement |
LIBOR Rounding | Loan Agreement |
LIBOR Cap | Loan Agreement |
Borr. Legal Name | Loan Agreement |
Payment Day | Loan Agreement |
Interest Accrual Begin | Loan Agreement |
Interest Accrual End | Loan Agreement |
Rate Type | Loan Agreement |
Loan Type | Loan Agreement |
First Pmt Date (see Note 9) | Loan Agreement |
Maturity Date | Loan Agreement |
1st. IO Date (see Note 9) | Loan Agreement |
Exit Fee | Loan Agreement |
Extension Option | Loan Agreement |
Fully Extended Maturity | Loan Agreement |
Aggregate Extension Options | Loan Agreement |
Prepay Description (see Note 9) | Loan Agreement |
Partial Prepay Permitted (Provisions) | Loan Agreement |
Penalty Period | Loan Agreement |
Open Period | Loan Agreement |
Prepay Penalty Start Date (see Note 5) | Loan Agreement |
Prepay Penalty End Date (see Note 6) | Loan Agreement |
Grace Days Default | Loan Agreement |
Grace Days Late Fee | Loan Agreement |
Default Rate | Loan Agreement |
Late Fee | Loan Agreement |
SPE | Loan Agreement |
Non Consol | Non-Consolidation Opinion |
Ind. Director | Loan Agreement |
Partial Release Permitted | Loan Agreement |
Exhibit 2 to Attachment A |
Mortgage Loan Information: (continued) | |
Characteristic | Source Document(s) |
Lien Position | Pro Forma Title Policy |
Fee Simple / Leasehold | Pro Forma Title Policy |
Ground Lease | Pro Forma Title Policy |
Lockbox Type (see Note 7) | Loan Agreement |
Cash Management (see Note 8) | Loan Agreement |
Excess Cash Trap Trigger | Loan Agreement |
Notes:
1. | For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore differences that are caused by standard postal abbreviations. |
2. | For the purpose of comparing the “Located in Seismic Zone (Yes/No)” characteristic, the Depositor instructed us to use “No” if the applicable Source Document(s) indicated the Mortgaged Property was located in a seismic zone less than “3” and to use “Yes” if the applicable Source Document(s) indicated the Mortgaged Property was located in a seismic zone “3” or greater. |
3. | For the purpose of comparing the “Major Tenant Information” characteristics, the Depositor instructed us to combine multiple spaces leased by the same tenant with the same lease expiration date, all as shown in the applicable Source Document(s). |
4. | For the purpose of comparing the “Underwriting Information” characteristics that are expressed as dollar values, the Depositor instructed us to ignore differences of +/- $1 or less. |
5. | For the purpose of comparing the “Prepay Penalty Start Date” characteristic, the Depositor instructed us to use the first “Payment Day” which occurs during the spread maintenance period of the prepayment string, as shown in the applicable Source Document(s). |
6. | For the purpose of comparing the “Prepay Penalty End Date” characteristic, the Depositor instructed us to use the day prior to the first “Payment Day” which occurs during the open period of the prepayment string, as shown in the applicable Source Document(s). |
7. | For the purpose of comparing the “Lockbox Type” characteristic, the Depositor instructed us to use “Hard” if the applicable Source Document(s) require all tenants to remit all payments due under their respective leases directly to a lockbox account controlled by the lender. |
Exhibit 2 to Attachment A |
Notes: (continued)
8. | For the purpose of comparing the “Cash Management” characteristic, the Depositor instructed us to use “Springing” if: |
a. | Prior to the occurrence of an event of default or one or more specific trigger events described in the applicable Source Document(s), revenue in the lockbox account is transferred to an account controlled by the borrower, and |
b. | Upon the occurrence of an event of default or one or more specific trigger events described in the applicable Source Document(s), revenue in the lockbox account is transferred to a cash management account controlled by the lender, and the funds are used to pay monthly debt service and reserve payments, as described in the applicable Source Document(s). |
9. | The loan agreement Source Document indicates that the “Payment Day” after the end of the first full interest accrual period is in April 2021. For the purpose of comparing the “First Pmt Date” and “1st. IO Date” characteristics, the Depositor instructed us to use “3/9/2021,” and indicated that an interest-only payment will be remitted to the Issuing Entity on 9 March 2021 in an amount equal to the applicable interest that would have been due on the Mortgage Loan for the period from and including 15 February 2021 through and including 14 March 2021. |
For the purpose of comparing the “Prepay Description” characteristic, the Depositor instructed us to assume that prepayment of the Mortgage Loan will not be permitted on 9 March 2021, and that this “Payment Day” is part of the lockout period.
10. | For the purpose of comparing the: |
a. “As-is” Appr. Value and
b. “As-is” Value Date
characteristics for the Mortgaged Property, the Depositor instructed us to use the “Market Value Assuming Reserves for Outstanding Costs Escrowed” valuation, as shown in the applicable Source Document(s).
We performed no procedures to determine the accuracy, completeness or reasonableness of the instructions, assumptions and methodologies provided by the Depositor that are described in the notes above.
Exhibit 3 to Attachment A |
Provided Characteristics
Characteristic
|
Loan No. |
Loan Name |
Property Name |
Loan Seller |
Prop Flag |
Loan Flag |
Properties per Loan |
Date of Seismic Report |
PML (%) |
Seismic Firm |
Date of Phase II Report |
Note Date |
1st Amortization Date |
Mezz Amort |
Liquidated Damages |
Pooled TMA Original Balance |
Non-Pooled TMA Original Balance |
Pooled TMA Current Balance |
Non-Pooled TMA Current Balance |
Pooled TMA Balloon Balance |
Non-Pooled TMA Balloon Balance |
1st Mortgage Margin |
Pooled TMA Margin |
Non-Pooled TMA Margin |
Pooled TMA LIBOR Floor |
Non-Pooled TMA Floor |
Pooled TMA Coupon |
Non-Pooled TMA Coupon |
Pooled TMA Debt Service at LIBOR |
Non-Pooled TMA Debt Service at LIBOR |
Pooled TMA Cap Coupon |
Non-Pooled TMA Cap Coupon |
Pooled TMA Debt Service at Cap |
Non-Pooled TMA Debt Service at Cap |
Pooled TMA Balance / Unit |
Pooled TMA “As Is” Current LTV |
Pooled TMA “As Is” Maturity LTV |
Pooled TMA UW NCF DSCR at LIBOR |
Pooled TMA UW NOI DSCR at LIBOR |
Pooled TMA UW NCF DSCR at Cap |
Pooled TMA UW NOI DSCR at Cap |
Pooled TMA UW NCF Debt Yield |
Pooled TMA UW NOI Debt Yield |
Exhibit 3 to Attachment A |
Characteristic
|
Effective LIBOR Pooled TMA |
Effective LIBOR Non-Pooled TMA |
Non-Trust Subordinate Mortgage Original Balance |
Non-Trust Subordinate Mortgage Current Balance |
Non-Trust Subordinate Mortgage Balloon Balance |
Non-Trust Subordinate Mortgage Floor |
Non-Trust Subordinate Mortgage Margin |
Effective LIBOR Non-Trust Subordinate Mortgage |
Non-Trust Subordinate Mortgage Coupon |
Non-Trust Subordinate Mortgage Debt Service at LIBOR |
Non-Trust Subordinate Mortgage Cap Coupon |
Non-Trust Subordinate Mortgage Debt Service at Cap |
Pari Passu Original Balance |
Pari Passu Current Balance |
Pari Passu Balloon Balance |
Pari Passu Floor |
Pari Passu Margin |
Effective LIBOR Pari Passu |
Pari Passu Coupon |
Pari Passu Debt Service |
Pari Passu Cap Coupon |
Pari Passu Debt Service at Cap |
Mezzanine Original Balance |
Mezzanine Current Balance |
Mezzanine Balloon Balance |
Mezzanine Floor |
Mezzanine Margin |
Effective LIBOR Mezzanine |
Mezzanine Coupon |
Mezzanine Cap Coupon |
Mezzanine Debt Service at LIBOR |
Mezzanine Debt Service at Cap |
Total Debt Original Balance |
Total Debt Current Balance |
Total Debt Balloon Balance |
Total Debt Margin |
Total Debt Coupon |
Total Debt, Debt Service at LIBOR |
Total Debt, Debt Service at Cap |
Total Debt Balance / Unit |
Total Debt “As Is” Current LTV |
Total Debt “As Is” Maturity LTV |
Total Debt UW NOI Debt Yield |
Total Debt UW NCF Debt Yield |
Total Debt UW NCF DSCR at LIBOR |
Total Debt UW NCF DSCR at Cap |
Exhibit 3 to Attachment A |
Characteristic
|
Master & Primary Fee Rate |
Cert Admin / Trustee Fee Rate |
Operating Advisor Fee |
CREFC Fee |
Related Borrower |
Margin Check |
Debt Service Check |
Cap Coupon Check |
Debt Service Check at Cap |
Recourse Carve Out Guarantees (Yes/No) |
Recourse Guarantee Warm Body (Yes/No) |
Recourse Guarantor Name |
Recourse Guarantor Ongoing Net Worth and Liquidity Covenants |
Extension Fee |
Lockout Period |
Lockout Exp Date |
Partial Release Description |
Ground Lease Exp. |
Annual Ground Lease Payment |
Loan Purpose |
Interest Goes to Borrower Immediate Repairs |
Material Recognized Environmental Concern (Y/N) |
LIBOR Cap Expiration |
Note: | We performed no procedures to determine the accuracy, completeness or reasonableness of the Provided Characteristics. |
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