EX-1 2 exh1.htm AGREED-UPON PROCEDURES REPORT, DATED NOVEMBER 3, 2023, OF ERNST & YOUNG LLP.

Exhibit 1

 

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

Tel: +1 212 773 3000

ey.com

 

Report of Independent Accountants on Applying Agreed-Upon Procedures

 

Deutsche Mortgage & Asset Receiving Corporation (the “Depositor”)

German American Capital Corporation

Deutsche Bank Securities Inc.

Morgan Stanley Bank, N.A.

Morgan Stanley & Co. LLC

Morgan Stanley Mortgage Capital Holdings LLC

(collectively, the “Specified Parties”)

 

Re:THPT 2023-THL 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 and acknowledged as appropriate by the Specified Parties, for the intended purpose of assisting the Specified Parties in evaluating the accuracy of certain information with respect to the Mortgage Loan (as defined herein) contained on the Data Files (as defined herein) (the “Subject Matter”) relating to the Issuing Entity’s securitization transaction as of 3 November 2023. This report may not be suitable for any other purpose. The procedures performed may not address all of the items of interest to a user of the report and may not meet the needs of all users of the report and, as such, users are responsible for determining whether the procedures performed are appropriate for their purposes. The appropriateness of these procedures is solely the responsibility of the Specified Parties identified in this report. No other party acknowledged the appropriateness of the procedures. Consequently, we make no representation regarding the appropriateness 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, 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 3

 

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 Subject Matter, 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 appropriateness, 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 or (c) the appropriateness, 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.

 

This agreed-upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants (the “AICPA”). An agreed-upon procedures engagement involves the practitioner performing specific procedures that the Specified Parties have agreed to and acknowledged to be appropriate for the purpose of the engagement and reporting on findings based on the procedures performed. 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 AICPA 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.
  
 

Page 3 of 3

 

We are required to be independent of the Depositor and to meet our other ethical responsibilities, as applicable for agreed-upon procedures engagements set forth in the Preface: Applicable to All Members and Part 1 – Members in Public Practice of the Code of Professional Conduct established by the AICPA. Independence requirements for agreed-upon procedure engagements are less restrictive than independence requirements for audit and other attestation services.

 

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 November 2023

  
 

Attachment A
Page 1 of 4

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 three-year, componentized, fixed-rate, interest-only mortgage loan (the “Mortgage Loan”) and
b.The Mortgage Loan is secured by, among other things, a cross-collateralized and cross-defaulted first priority mortgage on the borrowers’ fee or leasehold interests in 84 hotel properties located across 21 states (each, a “Mortgaged Property” and collectively, the “Mortgaged Properties”).

 

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 Properties that is expected to be as of 23 November 2023 (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. If more than one Source Document is listed for a Compared Characteristic, the Depositor instructed us to note agreement if the value on the Preliminary Data File for the Compared Characteristic agreed with the corresponding information in at least one of the Source Documents listed for such Compared Characteristic on Exhibit 2 to Attachment A (except as described in the notes 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.

 

We performed certain procedures on earlier versions of the Data Files and communicated differences prior to being provided the Data Files which were subjected to the procedures as described herein.

 

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.”

 

  
 

Attachment A
Page 2 of 4

 

3.Subsequent to the performance of the procedures described in the Items 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 Properties 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.

 

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.Seasoning and
b.Original Term,

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.

 

7.The applicable Source Document(s) indicate that the Mortgage Loan is interest-only for its entire term. Based on this information, the Depositor instructed us to:
a.Use the “Original Term,” as shown on the Final Data File, for the “IO Period” of the Mortgage Loan and
b.Use the “1st Mortgage Original Balance,” as shown on the Final Data File, for the:
i.Principal balance of the Mortgage Loan and each Mortgaged Property as of the Reference Date (the “1st Mortgage Current Balance”) and
ii.Principal balance of the Mortgage Loan and each Mortgaged Property 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
Page 3 of 4

 

8.Using the:
a.1st Mortgage Original Balance,
b.1st Mortgage Coupon and
c.Rate Type,

as shown on the Final Data File, and the calculation methodologies provided by the Depositor which are described in the succeeding paragraph(s) of this Item, we recalculated the “1st Mortgage Debt Service” 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” 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.

 

9.Using the:
a.1st Mortgage Current Balance,
b.1st Mortgage Balloon Balance,
c.1st Mortgage Debt Service,
d.UW NOI,
e.UW NCF,
f.Collateral Units,
g.As Portfolio Value and
h.As Is Value,

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 Current LTV,
ii.1st Mortgage Maturity LTV,
iii.1st Mortgage UW NOI Debt Yield,
iv.1st Mortgage UW NCF Debt Yield,
v.1st Mortgage UW NOI DSCR,
vi.1st Mortgage UW NCF DSCR,
vii.1st Mortgage Balance / Unit and
viii.As Is Appraised Value / Unit

of the Mortgage Loan and, with respect to viii. above, of each Mortgaged Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

For the purpose of this procedure, the Depositor instructed us to:

a.Round the characteristics listed in i. through iv. above to the nearest 1/10th of one percent,
b.Round the characteristics listed in v. and vi. above to two decimal places,
c.Recalculate the characteristics listed in i. and ii. above using the “As Portfolio Value” characteristic and
d.Recalculate the characteristic listed in viii. above using the “As Is Value” characteristic.

 

  
 

Attachment A
Page 4 of 4

 

10.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.

 

11.Using the “1st Mortgage Current Balance,” as shown on the Final Data File, we recalculated the “% of Pool Balance” of the Mortgage Loan and each Mortgaged Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.

 

12.Using the “Collateral Units,” as shown on the Final Data File, we recalculated the “% of Keys” of the Mortgage Loan and each Mortgaged Property. We compared this recalculated information to the corresponding information on the Final Data File and found such information to be in agreement.
  
 

Exhibit 1 to Attachment A
Page 1 of 2

Source Documents

 

Mortgage Loan Source Documents

 

Source Document Title   Source Document Date
     
Mortgage Loan Agreement (see Note 1)   1 November 2023
     
Mortgage Loan Agreement Exhibits & Schedules (see Note 1)   1 November 2023
     
Allocated Loan Amount Schedule   Not Dated
     
Promissory Notes (see Note 1)   31 October 2023
     
Cash Management Agreement (see Note 1)   24 October 2023
     
Guaranty Agreement (see Note 1)   27 October 2023
     
Environmental Indemnity Agreement (see Note 1)   24 October 2023
     
Non-Consolidation Opinion (see Note 1)   30 October 2023
     
Required Repairs Reserve Schedule   Not Dated

 

Mortgaged Property Source Documents

 

Source Document Title   Source Document Date
     
Portfolio Appraisal Report   26 October 2023
     
Appraisal Reports   Various
     
Engineering Reports   Various
     
Phase I Environmental Reports   Various
     
Seismic Reports   Various
     
Underwriter’s Summary Report   Not Dated
     
Insurance Review Document   26 October 2023

 

  
 

Exhibit 1 to Attachment A
Page 2 of 2

 

Mortgaged Property Source Documents (continued)

 

Source Document Title   Source Document Date
     
Franchise Agreements   Various
     
Management Agreements (see Note 1)   30 October 2023
     
Pro Forma Title Policies   Not Dated
     
Ground Leases   Various
     
Ground Lease Estoppels (see Note 1)   Various
     
Ground Lease Abstracts   Not Dated
     
STR Reports   Various
     
Displaced Rooms Support   Not Dated

 

Note:

 

1.The indicated provided Source Document(s) are draft document(s) with the Source Document Date reflecting the latest date of receipt. 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
Page 1 of 6

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   Appraisal Report
Primary Type   Appraisal Report
Secondary Type   Appraisal Report
Year Built   Appraisal Report
Latest Renovation   Underwriter’s Summary Report
Collateral Units   Underwriter’s Summary Report
Primary Unit of Measure   Underwriter’s Summary Report

 

Third Party Information:

 

Characteristic   Source Document(s)
     
As Portfolio Value (see Note 12)   Portfolio Appraisal Report
As Is Value   Appraisal Report
As Is Value Date   Appraisal Report
Appraisal Firm   Appraisal Report and Portfolio Appraisal Report
FIRREA   Appraisal Report and Portfolio Appraisal Report
Date of Engineering Report   Engineering Report
Engineering Firm   Engineering Report
Located in Seismic Zone (see Note 2)   Engineering Report
Date of Seismic Report (see Note 3)   Seismic Report
Seismic Firm (see Note 3)   Seismic Report
PML (%) (see Note 3)   Seismic 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
  
 

Exhibit 2 to Attachment A
Page 2 of 6

 

Underwriting Information: (see Note 4)

 

Characteristic   Source Document(s)
     
UW Occupancy   Underwriter’s Summary Report
UW ADR   Underwriter’s Summary Report
UW RevPAR   Underwriter’s Summary Report
UW Revenues   Underwriter’s Summary Report
UW Expenses   Underwriter’s Summary Report
UW NOI   Underwriter’s Summary Report
UW Replacement Reserves   Underwriter’s Summary Report
UW NCF   Underwriter’s Summary Report
TTM 8/2023 NCF   Underwriter’s Summary Report
2022 NCF   Underwriter’s Summary Report
2021 NCF   Underwriter’s Summary Report
2020 NCF   Underwriter’s Summary Report
2019 NCF   Underwriter’s Summary Report
TTM 8/2023 Occupancy   Underwriter’s Summary Report
TTM 8/2023 ADR   Underwriter’s Summary Report
TTM 8/2023 RevPAR   Underwriter’s Summary Report
2022 Occupancy   Underwriter’s Summary Report
2022 ADR   Underwriter’s Summary Report
2022 RevPAR   Underwriter’s Summary Report
2021 Occupancy   Underwriter’s Summary Report
2021 ADR   Underwriter’s Summary Report
2021 RevPAR   Underwriter’s Summary Report
2020 Occupancy   Underwriter’s Summary Report
2020 ADR   Underwriter’s Summary Report
2020 RevPAR   Underwriter’s Summary Report
  
 

Exhibit 2 to Attachment A
Page 3 of 6

 

Reserve and Escrow Information:

 

Characteristic   Source Document(s)
     
Ongoing Tax Escrow   Mortgage Loan Agreement
Ongoing Insurance Escrow   Mortgage Loan Agreement
Initial Replacement Reserve   Mortgage Loan Agreement
Ongoing Required Replacement/FFE Reserves   Mortgage Loan Agreement
Initial Deferred Maintenance Reserve   Required Repairs Reserve Schedule
Initial Debt Service Reserve   Mortgage Loan Agreement
Initial Other Reserve   Mortgage Loan Agreement
Initial Other Reserve Description   Mortgage Loan Agreement
Ongoing Other Reserve   Mortgage Loan Agreement
Ongoing Other Reserve Description   Mortgage Loan Agreement
Interest Goes to Borrower? RE Tax   Mortgage Loan Agreement
Interest Goes to Borrower? Insurance   Mortgage Loan Agreement
Interest Goes to Borrower? Replacement Reserves   Mortgage Loan Agreement

 

Mortgage Loan Information

 

Characteristic   Source Document(s)
     
Originator   Mortgage Loan Agreement
1st Mortgage Original Balance   Allocated Loan Amount Schedule
Borr. Legal Name   Mortgage Loan Agreement
Recourse Carve Out Guarantees (Yes/No)   Guaranty Agreement
Recourse Guarantee Warm Body (Yes/No)   Guaranty Agreement
Recourse Guarantor Name   Guaranty Agreement
Recourse Guarantor Ongoing Net Worth and Liquidity Covenants   Guaranty Agreement
First Pmt Date (see Note 8)   Mortgage Loan Agreement
Payment Day   Mortgage Loan Agreement
Interest Accrual Begin   Mortgage Loan Agreement
Interest Accrual End   Mortgage Loan Agreement
Rate Type   Mortgage Loan Agreement
Loan Type   Mortgage Loan Agreement
1st. IO Date   Mortgage Loan Agreement
Maturity Date   Mortgage Loan Agreement
Prepay Description (see Notes 5 and 9)   Mortgage Loan Agreement
Partial Prepay Permitted (Provisions) (see Note 5)   Mortgage Loan Agreement
Penalty Period (see Note 5)   Mortgage Loan Agreement
  
 

Exhibit 2 to Attachment A
Page 4 of 6

 

Mortgage Loan Information(continued)

 

Characteristic   Source Document(s)
     
Open Period (see Note 5)   Mortgage Loan Agreement
Prepay Penalty Start Date (see Notes 5 and 6)   Mortgage Loan Agreement
Prepay Penalty End Date (see Notes 5 and 7)   Mortgage Loan Agreement
Grace Days Default   Mortgage Loan Agreement
Grace Days Late Fee   Mortgage Loan Agreement
Default Rate   Mortgage Loan Agreement
Late Fee   Mortgage Loan Agreement
SPE   Mortgage Loan Agreement
Ind. Director   Mortgage Loan Agreement
Partial Release Permitted   Mortgage Loan Agreement
Partial Release Description   Mortgage Loan Agreement
Lien Position   Pro Forma Title Policy
Fee Simple / Leasehold   Pro Forma Title Policy
Ground Lease   Ground Lease
Ground Lease Exp.   Ground Lease or Ground Lease Estoppel

Annual Ground Lease Payment

(see Notes 13 and 14)

  Ground Lease or Ground Lease Estoppel
LockBox Type (see Note 10)   Mortgage Loan Agreement
Cash Management (see Note 11)   Mortgage Loan Agreement
Non Consol   Non-Consolidation Opinion
Excess Cash Trap Trigger   Mortgage Loan Agreement

 

Notes:

 

1.For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore differences that are due to standard postal abbreviations.

 

2.For the purpose of comparing the “Located in Seismic Zone” characteristic, the Depositor instructed us to capture the seismic zone for the Mortgaged Properties located in seismic zones 3 or 4, as shown in the applicable Source Document(s). If the applicable Source Document(s) indicated the Mortgaged Property is located in seismic zones 1 or 2, the Depositor instructed us to use “NAP” for the “Located in Seismic Zone” characteristic.

 

3.For the purpose of comparing the indicated characteristics, the Depositor instructed us to perform procedures only for any Mortgaged Property that contains a seismic report Source Document in the related loan file. For any Mortgaged Property on the Preliminary Data File that does not contain a seismic report Source Document in the related loan file, the Depositor instructed us to use “NAP” for the indicated characteristics

 

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.
  
 

Exhibit 2 to Attachment A
Page 5 of 6

 

Notes: (continued)

 

5.For the purpose of comparing the indicated characteristics, the Depositor instructed us to ignore any prepayment premiums or other conditions related to partial release events or partial prepayments to cure certain trigger periods, as described in the applicable Source Document(s).

 

6.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 yield maintenance period of the prepayment string, as shown in the applicable Source Document(s).

 

7.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).

 

8.The Depositor instructed us to use “12/6/2023” for the “First Pmt Date” characteristic for the Mortgage Loan, and indicated that an interest-only payment for the Mortgage Loan will be remitted to the Issuing Entity on such date in an amount equal to the applicable interest due for the interest accrual period, as described in the mortgage loan agreement Source Document, that would have been applicable for such payment if a payment had been due on such date.

 

9.For the purpose of comparing the “Prepayment Description” characteristic, the Depositor instructed us to assume that prepayment of the Mortgage Loan subject to a prepayment penalty would not be permitted on 12/6/2023, and that this “Payment Day” is part of the lockout period.

 

10.For the purpose of comparing the “LockBox Type” characteristic, the Depositor instructed us to use “Hard” if the applicable Source Document(s) require the borrower(s) or manager(s) to direct tenants or credit card companies to pay rents directly to a lockbox account controlled by the lender(s).

 

11.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(s) 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(s), and the funds are disbursed according to the applicable Source Document(s).
  
 

Exhibit 2 to Attachment A
Page 6 of 6

 

Notes: (continued)

 

12.For the purpose of comparing the “As Portfolio Value” characteristic, the Depositor instructed us to use the “Hypothetical ‘As Is’ Market Value Conclusion Assuming $42,100,000 of Upfront Capital Reserve Funding” valuation, as shown in the applicable Source Document(s).

 

13.For the purpose of comparing the “Annual Ground Lease Payment” characteristic for the Mortgaged Properties identified on the Preliminary Data File as “Fairfield Inn Erie Millcreek Mall” and “Homewood Suites Erie,“ the Depositor instructed us to divide the annual ground lease payment by two, as shown in the ground lease Source Document that provides the annual ground rent in the aggregate for the two Mortgaged Properties.

 

14.For the purpose of comparing the “Annual Ground Lease Payment” characteristic for the Mortgaged Properties identified on the Preliminary Data File as “Comfort Suites Rochester Henrietta” and “Homewood Suites Rochester Henrietta,“ the Depositor instructed us to divide the annual ground lease payment by two, as shown in the ground lease Source Document that provides the annual ground rent in the aggregate for the two Mortgaged Properties.

 

We performed no procedures to determine the appropriateness, 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 Flag
Prop Flag
Loan Name
Property Name
Loan Seller
Properties per Loan
Date of Phase II Report
Material Recognized Environmental Concern (Y/N)
Borrower Sponsor
1st Amortization Date
Master & Primary Fee Rate
Cert Admin / Trustee Fee Rate
Operating Advisor Fee
CREFC Fee
Exit Fee
Ongoing Required TI/LC
Initial TI/LC Reserve
Initial Tax Reserve
Initial Insurance Reserve
Initial Environmental Reserve
Interest Goes to Borrower? TI/LC
Note Date
1st Mortgage Coupon
Lockout Period
Lockout Exp Date
Loan Purpose
Interest Goes to Borrower? Immediate Repairs
Interest Goes to Borrower? Other Reserves
Directs Investment (Borrower or Lender)

 

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